Annual Report 2013
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<strong>Annual</strong> <strong>Report</strong><br />
DELTA N.V. <strong>2013</strong><br />
The English translation of the annual report is for information purposes only.<br />
The Dutch text including the independent auditor’s report in Dutch are the<br />
formal <strong>Annual</strong> <strong>Report</strong> <strong>2013</strong>.
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 2
Overview<br />
The DELTA annual report gives a detailed view of our activities during <strong>2013</strong>.<br />
In an effort to encourage open dialogue with all our stakeholders, we have<br />
combined the social and financial reports, wherever possible, into this one report.<br />
We believe this makes DELTA ever more transparent and accountable.<br />
Financial reporting changes<br />
The financial information has been prepared according to<br />
the International Financial <strong>Report</strong>ing Standards (IFRS)<br />
and the relevant provisions in the Dutch Civil Code. In the<br />
financial figures for <strong>2013</strong>, we followed the new<br />
regulations for the presentation of investments in<br />
associates. DELTA has a number of important activities<br />
that operate with partners as joint ventures. Activities<br />
performed in a separate legal entity and to which DELTA<br />
has rights and obligations equal to the partners by virtue<br />
of holding shares and by being a customer are included<br />
in the consolidated figures in a different manner in <strong>2013</strong>.<br />
In the place where we describe the share in the assets of<br />
the joint venture concerned with the share in the profits of<br />
the activity on the profits and loss sheet, we have added<br />
our share in the separate assets and liabilities, revenues,<br />
results and costs with our figures. This provides a better<br />
understanding of our assets and results. The differences<br />
between the figures in both methods will be explained in<br />
the financial statement.<br />
Social Responsibility <strong>Report</strong> (CSR)<br />
DELTA has a good corporate conscience. Our emphasis<br />
is on the company’s energy activities, particularly within<br />
the group companies and joint ventures. Information<br />
about DELTA and responsible energy production and<br />
distribution has been summarised in this report. More<br />
detailed information can be found at the websites of the<br />
energy producing plants: www.epz.nl,<br />
www.sloecentrale.nl and www.bmcmoerdijk.nl.<br />
Waste processing activities have been fully transferred to<br />
the subsidiary Indaver. Indaver issues its own CSR that<br />
can be downloaded at www.indaver.com.<br />
The water company, Evides, in which DELTA has a 50%<br />
interest, has not been included in this report. Evides<br />
reports on its CSR policy and the activities arising from<br />
this at www.evides.nl.<br />
<strong>2013</strong> Transparency Benchmark<br />
DELTA CSR policy and reporting is evolving in line with<br />
the criteria toward meeting the transparency benchmark.<br />
We are aware that we do not fully meet this criterion at<br />
time of this report’s publication in the area of social<br />
responsibility. We will continue working towards reaching<br />
the benchmark in reporting throughout 2014.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 3
1<strong>Annual</strong> <strong>Report</strong> <strong>2013</strong><br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 4
Contents<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2013</strong><br />
1 Management Board <strong>Report</strong> <strong>2013</strong><br />
1.1 DELTA is connecting to the future 6<br />
1.2 Profile and key figures 10<br />
1.3 Notes on the finances 13<br />
1.4 Focus 15<br />
1.5 DELTA and Corporate Social Responsibility 17<br />
1.6 DELTA and its employees 21<br />
1.7 DELTA and Corporate governance 25<br />
1.8 Opportunities and Risks 32<br />
1.9 Energy & Multimedia 36<br />
1.10 Networks 41<br />
1.11 Waste management 45<br />
1.12 Executive Board Statement 47<br />
2 Financial Statements for <strong>2013</strong> 49<br />
3 Other information 147<br />
4 DELTA in financial figures 149<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 5
DELTA is connecting to the future<br />
1.1<br />
DELTA is connecting<br />
to the future<br />
For DELTA, <strong>2013</strong> was a year characterised by connections. Internally, we created<br />
logistic connections between the various business activities in order to better respond<br />
to market developments and make life easier for our clients. Externally, DELTA created<br />
new and smart innovative connections with partners from the health and social care<br />
and tourism sectors. DELTA also connected people and activities as an employer,<br />
partner, supplier and organisation, both inside and outside of Zeeland.<br />
In <strong>2013</strong>, we were also able to demonstrate the robust<br />
stability of the multi-utility concept through high customer<br />
satisfaction scores. We created a good balance between<br />
risks, return and employment while safeguarding the socioeconomic<br />
impact in the South-West Delta.<br />
Relatively good financial results<br />
Thanks to the diverse nature of DELTA, <strong>2013</strong> was a<br />
relatively good year. The energy market showed no<br />
improvement and even further deteriorated in <strong>2013</strong>.<br />
Structural recovery of the economy has still failed to appear<br />
which has brought negative effects for electricity producers.<br />
Growth was primarily achieved in <strong>2013</strong> through DELTA’s<br />
other activities. We recorded a net profit of around EUR 75<br />
million and achieved net revenue of EUR 2.1 billion. Given<br />
the static conditions of the energy market, we are satisfied<br />
and proud of these figures.<br />
DELTA’s main activities<br />
In Multimedia, there was a further shift from analogue to<br />
digital services. The combination of constructing new<br />
connections and opportunities for multimedia solutions in<br />
various sectors provided positive financial results in <strong>2013</strong>.<br />
From 1 July <strong>2013</strong>, DELTA subsumed its activities into one<br />
division to provide better synergy between the Energy and<br />
Multimedia activities and for greater flexibility: Energy &<br />
Multimedia. We succeeded in translating the value of our<br />
product range into a high level of customer satisfaction and<br />
we were also able to secure a number of new clients,<br />
particularly in the business segment.<br />
DELTA has a good mix of energy production. As a result of<br />
this diversity, we are balanced and in a good position to be<br />
able to respond to the various developments in the market.<br />
Our production units create power from nuclear energy<br />
(EPX), gas (ELSTA and Sloe power stations), coal (EPZ) and<br />
poultry litter (BMC).<br />
DELTA Netwerkbedrijf and DELTA Infra also performed well<br />
in <strong>2013</strong>. During <strong>2013</strong> we made all of the necessary<br />
preparations for the merger of these two divisions into Delta<br />
Netwerkgroep, which took effect on 1 January 2014. Merging<br />
the two divisions ensures that the new Delta Netwerkgroep<br />
can operate even more efficiently and effectively pro-actively<br />
responding to market developments.<br />
The waste management company Indaver, in which DELTA<br />
has a 75% interest, had a good year. Despite increasing<br />
pressure on prices in the market, due to cost savings by local<br />
governments, there was growth in both the revenue and the<br />
customer base in the Netherlands, Belgium, Germany and<br />
Ireland. In <strong>2013</strong> Indaver secured a place for itself among the<br />
major European operators in waste management.<br />
The drinking water and industrial water company Evides that<br />
is 50% owned by DELTA, was able to end <strong>2013</strong> with<br />
impressive results. This is even more impressive because<br />
once again the rates for drinking water did not increase in<br />
<strong>2013</strong><br />
‘<strong>2013</strong> was a relatively good<br />
year for DELTA.<br />
We recorded a net profit of<br />
around EUR 75 million.’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 6
DELTA and Corporate Social Responsibility (CSR)<br />
The CSR strategy of DELTA is based on three cornerstones:<br />
energy transition to sustainable energy system, responsible<br />
business operation and a commitment to Zeeland.<br />
Sustainable energy<br />
DELTA is working in numerous ways on the transition to a<br />
more sustainable energy system with projects in the areas of<br />
wind and solar energy, biomass and green gas. DELTA is<br />
actively involved with the development of projects in the<br />
areas of hydro energy and wind energy produced at sea.<br />
<strong>2013</strong> was an important year for wind energy. In September,<br />
DELTA commissioned the Kreekraksluis wind farm together<br />
with Eneco, Scheldewind and Winvas. This wind farm<br />
increases the total wind energy capacity in Zeeland by 25%<br />
in one fell swoop. DELTA’s part of the wind farm has 16 wind<br />
turbines with an installed power output of 42 MWh.<br />
One of DELTA’s ambitions in <strong>2013</strong> was to convert the coalfired<br />
power station into a biomass-fired plant. With the help of<br />
a contribution from central government, DELTA wanted to<br />
further contribute to making energy production greener and<br />
reducing CO 2 emissions. Unfortunately, biomass for largerscale<br />
applications was completely excluded from the Energy<br />
Agreement. DELTA is continuing to consult with the parties<br />
concerned so that we can arrive at a balanced<br />
implementation of the agreement for our company.<br />
We also worked on increasing the share of sustainable<br />
energy in small-scale energy generation. In Autumn 2012,<br />
DELTA introduced ‘Zon Garant’ (Guaranteed Sun). This<br />
product allows consumers to generate their own energy.<br />
DELTA also considers raising awareness about energy<br />
consumption as one of its duties to society. The DELTA<br />
Comfort Indicator for instance, gives consumers a better<br />
understanding of their energy consumption. In order to<br />
further stimulate reductions in energy consumption, Delta<br />
started a number of projects in <strong>2013</strong> including the DELTA<br />
Tailor Made advice, a connection with the ‘Meer met Minder’<br />
(More with Less) platform. DELTA continues to support the<br />
primary school campaign ‘Sjaak zoekt Sjakies’ that kids love<br />
and from which they learn a lot about responsible energy<br />
consumption.<br />
Responsible business<br />
Wherever possible, DELTA makes responsible choices in<br />
company operations. These choices involve procurement,<br />
energy use, recycling and car use. However, DELTA also<br />
applies this to the way in which it deals with its employees by<br />
paying attention to issues such as safety, personal<br />
development and absence due to illness. Personal safety<br />
and safe working and production processes are crucial for<br />
DELTA. The standard benchmark in our industry for absence<br />
from work as a result of an accident in the workplace, LTIR<br />
<strong>2013</strong>, was 2.30 and remained the same as in 2012.<br />
However, we want to further improve this figure. In <strong>2013</strong> we<br />
experienced a number events on which we were able to<br />
follow-up with improvements. In <strong>2013</strong>, the variable pay<br />
component for managers was made conditional on the active<br />
contributions they make to a safer organisation.<br />
DELTA carried through the ‘Redesign’ reorganisation in<br />
<strong>2013</strong>. We carefully looked within the company for other<br />
positions for the people in jobs that were made redundant.<br />
When this was not possible, these people received guidance<br />
from a specialist in company restructuring. During this<br />
process every effort was made to accommodate dialogue<br />
with employees.<br />
‘We are committed to<br />
many developments<br />
in society and activities<br />
in the region’<br />
An organisation committed to Zeeland<br />
DELTA is based in the province of Zeeland. We maintain a<br />
strong commitment to many activities in the region. This year<br />
we once again enjoyed the DELTA Ride for the Roses and<br />
Concert at SEA together with many residents of Zeeland and<br />
visitors from outside of the region. DELTA also supported<br />
community projects such as Welzijn voor Ouderen<br />
(Wellbeing for the Senior Citizens), Sport Zeeland, SCOOP<br />
and the Zeeland Library. The DELTA Zeeland Fund also<br />
made many projects possible in the areas of art and culture,<br />
nature and environment, sport and leisure and health and<br />
social care.<br />
Looking to the future<br />
Despite the good results achieved by DELTA in <strong>2013</strong>, the<br />
future is not as certain as we would like it to be. The<br />
prospects for the energy market continue to be challenging.<br />
Change and a lack of clarity about subsidy policies have<br />
caused a great deal of uncertainty and disruption in the<br />
market. We are trying to put further measures into effect to<br />
make our business more sustainable. The issue of whether<br />
or not our company will be forced to unbundle continues to<br />
be a great focus. We have always described the unbundling<br />
up of our grid operator as a poor solution to a problem that<br />
does not exist. The legal proceedings are still on going.<br />
The judgement by the Dutch Supreme Court during 2014 will<br />
provide greater clarity on whether the grid operator has to be<br />
fully unbundled. DELTA continues to hold the view that<br />
unbundling will create greater competition in the market but it<br />
will create a less financially healthy company. Furthermore,<br />
the law has already regulated on a far-reaching separation<br />
between the supplier and the grid operator and there is<br />
maximum supervision by ACM (Authority of Consumers and<br />
Markets). There are also new views on grid operators that<br />
work together with energy companies to enable<br />
decentralised energy generation. There is absolutely no need<br />
to unbundle. Unbundling would also ultimately be detrimental<br />
to employment in Zeeland because the chance is greater that<br />
a separate energy supplier and a grid operator would enter<br />
into closer ties over time.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 7
It is now a case of choosing the right strategy that takes into<br />
account the challenges of a rapidly and continuously<br />
changing energy market. The choice of an independent<br />
DELTA, a merger or a partial sale is on the agenda for<br />
Spring 2014.<br />
CEO Rob Frohn left DELTA in October <strong>2013</strong>. In January<br />
2014, the Supervisory Board appointed Arnoud Kamerbeek<br />
as the new CEO. We are grateful to Rob Frohn for his<br />
contribution to DELTA.<br />
To sum up, we can say that DELTA achieved good results in<br />
<strong>2013</strong> despite a number of challenges and continuous<br />
uncertainty. This is a collective result and so we would like to<br />
send our thanks to all of our employees and, naturally, to our<br />
faithful and loyal clients. DELTA is fostering strong ties with<br />
its surroundings and sees this as a guarantee for a<br />
sustainable future for its organisation.<br />
Arnoud Kamerbeek, CEO as of 16 January 2014.<br />
Frank Verhagen, CFO, acting CEO between 1 November<br />
<strong>2013</strong> and 16 January 2014<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 8
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 9
1.2<br />
Profile and key figures<br />
Profile<br />
and key figures<br />
DELTA is an independent supplier of energy and waste services. The company supplies<br />
energy, waste management, infrastructure and digital services. DELTA wants to make life<br />
as easy as possible for its customers and is constantly searching for ways of offering<br />
added value. The company is one of the few suppliers of these types of services that still<br />
remains in public hands. The shares are owed by the municipalities of Zeeland, Noord-<br />
Brabant, Zuid-Holland and the provinces of Zeeland and Noord-Brabant. The headquarters<br />
of DELTA are located in Middelburg. DELTA and its subsidiaries employ 3,394 people<br />
(FTE).<br />
1.2.1 What we do<br />
Subsidiaries<br />
DELTA<br />
Netwerkgroep<br />
Zeeuwse<br />
Netwerkholding<br />
DELTA<br />
Netwerkbedrijf<br />
DELTA Infra<br />
DELTA N.V.<br />
Energie &<br />
Multimedia<br />
DELTA Energy<br />
DELTA Comfort<br />
Afval<br />
Indaver<br />
N.V.<br />
You can find an overview of the consolidated and nonconsolidated<br />
investments in associates on page 129 of the<br />
financial statements.<br />
Products and services<br />
DELTA generates electricity, trades in energy and supplies<br />
gas, electricity and digital services to private and business<br />
clients in Zeeland and beyond. Furthermore, DELTA<br />
provides drinking water and services in the area of<br />
wastewater through its interest in Evides. ZRD (Zeeland<br />
Cleansing Department), a subsidiary of Indaver, operates<br />
household waste collection centres across the whole of<br />
Zeeland and takes care of collecting the household waste of<br />
almost all of the municipalities in Zeeland.<br />
Grid operator group<br />
DELTA Netwerkbedrijf B.V. (DNWB) and DELTA Infra B.V.<br />
were subsumed into the DELTA Netwerkgroep on 1 January<br />
2014. DNWB is the regional grid operator for electricity and<br />
gas. It is responsible for managing the gas and electricity<br />
distribution grids in Zeeland. DELTA Infra is also responsible<br />
for constructing and servicing these grids as well as<br />
maintaining and constructing water mains networks operated<br />
by the water company Evides and DELTA’s cable network.<br />
DELTA Infra B.V. also carries out activities in areas such as<br />
high voltage and measurement technology both in Zeeland<br />
and elsewhere in the Netherlands.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 10
Waste management<br />
DELTA’s operations in the area of waste processing have<br />
been brought together in Indaver N.V., a subsidiary company<br />
in which DELTA owns a 75% share interest. Indaver offers<br />
high-quality and sustainable waste management solutions to<br />
industry and local authorities. It constantly focuses on<br />
environmentally safe ways of processing all waste products<br />
and maximising the reuse of energy and materials. The<br />
company processes waste at its own facilities but also at the<br />
facilities belonging to other parties. The company chooses<br />
the best processing technique for each type of waste. This<br />
includes recycling, processing into biomass or Waste-to-<br />
Energy (incineration).<br />
In recent years, Indaver has grown into an international<br />
operator in Europe and has facilities in Belgium, Germany,<br />
Ireland and the Netherlands. The company manages<br />
approximately 5 million tons of waste products each year and<br />
has around 1,700 employees.<br />
1.2.2 What we stand for<br />
DELTA offers its clients the convenience of sustainable and<br />
innovative multi-utility solutions. The company guarantees<br />
continuity in its product range and business relations. DELTA<br />
is the natural partner for purchasers of utility services and<br />
products such as energy, water, digital services and waste<br />
collection and processing on both a small and large scale.<br />
DELTA is also conscious that traditional energy sources are<br />
finite. That is why DELTA is investing in making its processes<br />
and techniques sustainable. This applies to energy creation<br />
and to waste management and water. In an increasingly<br />
complex environment, DELTA will further integrate its<br />
products and services in order to respond to the needs of its<br />
customers for information and convenience.<br />
DELTA aims to generate CO 2 neutral electricity in 2050.<br />
When all energy generated is made from CO 2 free methods,<br />
this is referred to as carbon neutral. There is another variant<br />
of this where many alternative steps are taken to<br />
compensate for these CO 2 emissions. Fully sustainable<br />
energy management will not be feasible for the next few<br />
decades. DELTA’s view on energy provision is that nuclear<br />
energy is needed to keep the reliability of the energy<br />
provision at a steady level and to avoid the unnecessary<br />
emission of greenhouse gases. Using nuclear energy for<br />
generating energy does not produce CO 2 emissions and<br />
emits fewer other pollutants such as nitrogen oxides (NO x),<br />
sulphur dioxide (SO 2) and soot. That is why DELTA<br />
considers this to be a responsible way of generating energy.<br />
1.2.3 The world in which we operate<br />
DELTA has strong ties to its surroundings through its public<br />
shareholders and customers. The company works closely<br />
with society in Zeeland and is pleased to assume its role in<br />
society. After all, what is good for DELTA is also good for the<br />
South-West Delta region. In 2012, DELTA began research<br />
into its reputation among the general public and stakeholders<br />
in Zeeland and corporate clients in the Netherlands. The<br />
RepTrak survey was carried out by the Reputation Institute.<br />
This institute researches the reputation of numerous<br />
organisations throughout the world. In <strong>2013</strong>, DELTA scored<br />
79.2 on the RepTrak 100. This high score is unique in our<br />
sector and shows that the general public values DELTA very<br />
highly. Our aim for 2014 is to maintain this uniquely high<br />
score. In addition to developing a KPI model, our reputation<br />
will be measured on a monthly basis instead of annually.<br />
This will give DELTA even more control of its reputation.<br />
The multi-utility concept provides DELTA with a stable base.<br />
The distribution of activities across various business<br />
segments (energy and multimedia, networks and waste<br />
management) lowers the company’s risk profile and makes<br />
DELTA less vulnerable to fluctuations in the economy.<br />
DELTA has compensated for its relatively small company<br />
size through risk diversification and stable sources of<br />
income. That is why DELTA is constantly looking for ways to<br />
offer added value and make life easier for its customers. It<br />
does this for instance by providing more products or offering<br />
bespoke solutions. The situation in which DELTA now finds<br />
itself is complex but offers chances. DELTA must look to<br />
successfully bringing the financial ratios to a better level. This<br />
requires a simple, cautious strategy and taking the necessary<br />
measures. These measures will not always be<br />
straightforward and will take time to implement, but we need<br />
to do this for the continuity of the company.<br />
‘Traditional sources of energy<br />
are finite.<br />
DELTA is investing in making<br />
its processes and techniques<br />
sustainable.’<br />
The CO 2 data for <strong>2013</strong> on fuel mix was not ready when this<br />
annual report was prepared. The final emission reports will<br />
only be available later this year. The share of CO 2 neutral<br />
and renewable energy fell in 2012 compared to 2011. This<br />
fall is expected to continue in <strong>2013</strong>. Due to the current<br />
economic situation, the Sloe power station is running far less<br />
and the coal-fired power station is running at base load.<br />
Furthermore, in <strong>2013</strong> the nuclear power station was shut<br />
down for several weeks, which caused proportionately more<br />
energy generation with CO 2 emissions.<br />
We will establish the <strong>2013</strong> CO 2-footprint in June 2014.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 11
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 12
1.3<br />
Notes on finances<br />
Notes on the finances<br />
Multi-faceted business activities and a clear financial<br />
policy have ensured a positive close to <strong>2013</strong><br />
Thanks to DELTA’s versatility and distributed activities, a reorganisation and a<br />
competitive financial policy, the company had a relatively good year in <strong>2013</strong>. The net<br />
profit was EUR 74.8 million and it achieved revenue of EUR 2.1 billion. The energy<br />
market has continued to show few changes. Structural recovery of the economy has<br />
still failed to appear which has brought negative effects for electricity producers. The<br />
prices for electricity further deteriorated in <strong>2013</strong>. However, thanks to the good results<br />
from the other divisions, we can look back on <strong>2013</strong> with satisfaction. MultiMedia<br />
recorded positive results and DELTA Netwerkbedrijf, DELTA Infra and the associates<br />
Indaver and Evides performed well in <strong>2013</strong>.<br />
Application of IFRS 10, 11, 12, IAS 19 (revised) and<br />
IAS 27 (revised) and 28 (revised)<br />
The new rules under IFRS that were all endorsed in 2012,<br />
have been applied in this reporting year. This has meant<br />
that the associated companies in which DELTA has an<br />
interest together with a partner have been reconsidered.<br />
We evaluated whether these should be processed as ‘joint<br />
business activities’ (partial consolidation) or as a ‘joint<br />
venture’ (consolidation based on the equity method). The<br />
comparative figures have been used according to the rules<br />
in the legislation, including the transition between the<br />
figures based on the old and new methods of<br />
consolidation. The following notes are based on the <strong>2013</strong><br />
figures and the figures prepared under the new rules in<br />
2012.<br />
Revenue and Results<br />
The revenue in the reporting year was slightly lower than in<br />
2012. The multimedia business achieved good results by<br />
responding well to the shift from analogue to digital. The<br />
grid operator and DELTA Infra also recorded good results.<br />
The waste management company Indaver, in which DELTA<br />
holds a 75% interest, had a good year yet despite<br />
increasing price pressure in the market, due in particular to<br />
cost savings by governments. It saw its customer base in<br />
the Netherlands, Belgium, Germany and Ireland grow.<br />
Indaver secured a place in <strong>2013</strong> among the major<br />
European operators in waste management. Despite a tariff<br />
increase that was not forthcoming for drinking water, <strong>2013</strong><br />
was an extremely successful year for the water company<br />
Evides, in which DELTA owns a 50% share interest.<br />
The grid segment continued along the lines of 2012 and<br />
profited from the favourable tariffs in the regulated transport<br />
of electricity and gas. This caused the turnover of the grid<br />
operator to rise by 6%. The infrastructure company had a<br />
large volume of on-going contracts and the revenue and<br />
gross margin remained at the 2012 levels. The volumes of<br />
sales dropped within the energy segment due to factors<br />
including the bankruptcy of a large client in mid-2012 and<br />
the strategy deployed during the previous year to guide the<br />
company on the basis of added value instead of revenue.<br />
Furthermore, strict credit management ensured once again<br />
substantially reduced working capital allocation.<br />
The waste management company Indaver once again<br />
achieved revenue of over EUR 500 million. The high<br />
capacity utilisation of the facilities was the main reason for<br />
this.<br />
The overall gross margin was down EUR 50 million<br />
(- 5.8%) on the previous financial year. The most significant<br />
reason for this was the outage of the nuclear power station<br />
in EPZ, where a fault in the conventional part of the power<br />
station led it being offline for 2.5 months.<br />
The operating expenses remained stable thanks to a<br />
continuous cost savings and the efficiency improvements.<br />
The Redesign reorganisation was implemented during the<br />
reporting year and led to reduced staffing in the holding<br />
company and increased efficiency in the divisions through<br />
the transfer of support services to the divisions.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 13
There was a slight reduction in the number of employees<br />
during the reporting year. At the end of <strong>2013</strong> there were<br />
3,394 employees (FTE) in the various subsidiaries<br />
compared to 3,470 employees (FTE) at the end of 2012.<br />
These figures include the full-time employees in the<br />
respective ‘joint business activities’. This reduction was a<br />
result of a strict recruitment policy and efficiency<br />
programmes that were introduced.<br />
In <strong>2013</strong>, the results from associated companies were EUR<br />
41.5 million and down on the 2012 level of EUR 73.2<br />
million. The decline was explained by a gain in 2012 on the<br />
sale of the participation in N.V. KEMA. Compared to 2012,<br />
the external financial requirements are up by EUR 17.4<br />
million this financial year. During the year, the interestbearing<br />
debt net of available cash and cash equivalents<br />
increased by EUR 2.6 million to EUR 632.7 million at the<br />
end of <strong>2013</strong>. The interest expenses were EUR 26.6 million<br />
in <strong>2013</strong>. The interest addition to provisions remained at<br />
steady EUR 18.4 million, EUR 1.5 million down on 2012. In<br />
2012, the financial income and expenses were positively<br />
influenced by the receipt of funds from the ‘Landsbanki<br />
claim’. The total financial income and expenses increased<br />
in the reporting year compared to the previous year.<br />
Corporate income tax was strongly impacted by lower fiscal<br />
results in <strong>2013</strong>, reimbursements from previous financial<br />
years (to both DELTA N.V. and Indaver N.V.) and a lower<br />
corporate income tax burden in the joint business activities<br />
EPZ and Sloe.<br />
The subsequent results recorded under ‘profits after tax<br />
from discontinued business activities’ are connected to an<br />
interest sold in DELTA Industriële Reiniging B.V. at the<br />
beginning of <strong>2013</strong>.<br />
<strong>2013</strong> ended with a post-tax profit of EUR 74.8 million<br />
attributable to the shareholders, compared to the end of<br />
2012 that ended with a post-tax profit of EUR 81.0 million.<br />
Cash flow and investments<br />
With the exception of the energy production segment, cash<br />
flows from the business operations are positive.<br />
Operational cash flow was positively impacted by control of<br />
the operating capital. This led to good results, particularly in<br />
the corporate energy segment. The total operational cash<br />
flow was EUR 224.6 million. Cash flow from investing<br />
activities was EUR 187.2 million. EUR 37.9 million of this<br />
relates to the Grids segment (expansion and replacement<br />
of grids and equipment), excluding contributions by third<br />
parties to these investments. EUR 39.8 million relates to<br />
the waste management activities (in addition to regular<br />
replacement investments, a new digester was constructed<br />
in the Netherlands). EPZ invested EUR 33.7 million of<br />
which approximately EUR 31 million was maintenance<br />
investments in the nuclear power station and the<br />
associated conventional systems. Investments in the<br />
Energy & Multimedia segment concerned the Kreekraksluis<br />
wind farm, the new invoicing system for consumers and the<br />
cable network.<br />
The expenditure for investments in tangible fixed assets<br />
and intangible fixed assets were balanced with<br />
depreciations in the reporting year. The proceeds from the<br />
sale of the minority shareholding in KEMA in 2012 was<br />
included in that year under ‘disposal of investments in<br />
subsidiaries and associates’.<br />
The free cash flow after payment of a dividend of EUR 40<br />
million to our shareholders was a negative EUR 2.6 million.<br />
In a year in which the activities in the area of energy<br />
production came under sustained pressure and in which<br />
the outage of one of DELTA’s major power stations brought<br />
additional cash outflow, this is a positive result.<br />
Financial position and solvency<br />
In <strong>2013</strong> comprehensive income stood at EUR 79.8 million.<br />
This, coupled with the increase in value of the reserves, the<br />
put option related to Indaver (EUR 5.1 million) and the<br />
dividend payout for EUR 40 million boosted DELTA N.V.<br />
shareholders’ equity to EUR 1,213 million. The solvency<br />
ratio was 31.8%, at the end of <strong>2013</strong>. This is a slight<br />
improvement over the end of 2012 when solvency ratio was<br />
31.1%.<br />
The profit we made in <strong>2013</strong> enables us to propose a<br />
dividend of EUR 20 million. This is less than in 2012<br />
because the poor conditions in the energy market persist<br />
and we must maintain the level of our financial reserves as<br />
a buffer for an uncertain future. We will put this proposal<br />
before the shareholders.<br />
Outlook<br />
The outlook for the energy market continues to be<br />
negative. There is uncertainty about various European<br />
governmental subsidy policies and this causes disruption to<br />
the operation of the market. The issue of whether or not our<br />
company will be forced to unbundle continues to be a great<br />
focus. The Executive Board and the Supervisory Board aim<br />
to choose the right strategy for DELTA. This strategy<br />
should take account the challenges of a rapidly and<br />
continually changing energy market where energy prices<br />
remain depressed. This choice for an independent DELTA,<br />
a fusion or a partial sale is on the agenda for Spring 2014.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 14
1.4 Focus<br />
Focus<br />
The situation of DELTA is complicated, but also offers some fine opportunities. In<br />
order to take the financial ratios of DELTA to a better level in <strong>2013</strong>, the decision was<br />
taken for a simple, cautious strategy and the implementation of the necessary<br />
measures. The aim is for a financially independent and healthy company.<br />
Various scenarios were carefully considered in order to<br />
arrive at the strategy for DELTA in <strong>2013</strong>. Important factors<br />
were the discussions about independence, financial results<br />
which may or may not be disappointing, the uncertain<br />
economic situation, the energy market that is coming under<br />
further pressure and the far-reaching legislation and<br />
regulations. When everything was taken into consideration,<br />
the choice for a financially independent and healthy<br />
company was obvious.<br />
The focus of the strategy in <strong>2013</strong> was to maintain the<br />
robustness and stability of the multi-utility concept,<br />
strengthen the continuity of DELTA, create a good balance<br />
between risks, returns and employment and safeguard the<br />
socio-economic impact in the southwest Delta region.<br />
In <strong>2013</strong>, the focus on profits and cash flows was reinforced.<br />
No new large investments were made, the organisation<br />
was brought into line with the commercial circumstances,<br />
divisions were more efficiently organised, greater<br />
responsibility was vested in the divisions, staffing levels in<br />
the holding in Middelburg were reduced and auditing of the<br />
business and financial processes was made more<br />
professional. In this report we have described the specific<br />
implementation of this strategy for each division. If DELTA<br />
also wants to achieve returns for the shareholders,<br />
maintain employment in Zeeland and exercise its role in<br />
society, then a modified strategy is needed for 2014 and<br />
subsequent years. This strategy is one of the topics for<br />
conversation with the shareholders and other stakeholders.<br />
At the end of <strong>2013</strong>, the shareholders agreed that the<br />
Executive Board should study three options: merger,<br />
takeover or be financially independent and healthy.<br />
‘In <strong>2013</strong> the focus was on<br />
being financially<br />
independent and healthy.<br />
We need a modified<br />
strategy for the coming<br />
years.’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 15
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 16
DELTA and CSR<br />
1.5<br />
DELTA and CSR<br />
(Corporate Social Responsibility)<br />
DELTA is inextricably linked to Zeeland. The link is important because DELTA is<br />
one of the largest employers in the region. It is a link through the cables and pipes<br />
which provide residents of Zeeland with electricity, gas and internet. This link is<br />
also seen in in the way DELTA fulfils its responsibilities to society by supporting<br />
regional and local projects and events.<br />
In recent years, DELTA has issued a separate CSR report<br />
to let the market know about our track record. This year the<br />
CSR reporting is incorporated into the annual financial<br />
report. This is a logical step for DELTA. Socially<br />
responsible business is after all an integral part of our<br />
operations. There is a deep-rooted awareness, both at the<br />
corporate level and within the divisions, of participating in<br />
and behaving in a responsible way in society. CSR at<br />
DELTA is: energy transition, responsible operational<br />
management and a committed organisation based in<br />
Zeeland. In this chapter we will discuss DELTA’s CSR<br />
results for <strong>2013</strong> at the operations level. Each of the<br />
divisions is responsible for setting and meeting CSR<br />
objectives. The separate CSR results for each division can<br />
be found in the relevant chapters.<br />
DELTA realises that there are still gains to be made in the<br />
area of CSR. In working on CSR, DELTA uses ISO-26000<br />
for guidance. This contains seven important principles on<br />
social responsibility: accounting for responsibility,<br />
transparency, ethical conduct, respect for the interests of<br />
stakeholders, respect for the law, respect for international<br />
codes of conduct and respect for human rights.<br />
Communication<br />
DELTA has organised its communication channels so that<br />
stakeholders can always enter into dialogue with DELTA.<br />
The Communication and Public Affairs department sends<br />
information about important events, reports on finances<br />
and results and has contact with stakeholders through<br />
traditional and social media and also in person. The<br />
environmental publication Zeeland Magazine used to be<br />
issued regularly and could also be read online. Due to cost<br />
saving measures, publication of the magazine ceased in<br />
March <strong>2013</strong>. Digital newsletters are now sent on a regular<br />
basis instead.<br />
Socio-economic impact<br />
In part through the head quarter operation and the<br />
consumer spending of DELTA’s employees, DELTA<br />
contributes EUR 600 million to the Gross Regional Product<br />
of Zeeland. Furthermore, the dividend for the province and<br />
municipalities is an important financial force behind local<br />
and regional business initiatives. That is why DELTA is<br />
very important for employment in the region and as a result<br />
makes a substantial contribution to the regional economy.<br />
‘CSR is an integral part of<br />
our operations.<br />
However, we realise that<br />
there are still gains to be<br />
made.’<br />
Changes in energy provision<br />
The electricity market has been going through great<br />
changes for many years. There is currently an issue of<br />
overcapacity in the Netherlands due to falling demand<br />
because of the economic situation. Electricity pricing has<br />
levelled out and the price for carbon credits is low.<br />
However, developments abroad are having a greater<br />
immediate impact on the electricity market in the<br />
Netherlands. Examples of this are the extraction of shale<br />
gas in the United States and the rapid energy transition in<br />
Germany where cheap German electricity is flooding onto<br />
the Dutch market.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 17
Energy Agreement<br />
In September <strong>2013</strong>, the Energy Agreement was presented.<br />
Over forty organisations including central government,<br />
employers, trade unions, nature and environmental<br />
organisations and other social organisations and financial<br />
institutions committed themselves to the Energy Agreement<br />
for sustainable growth. The key element of the agreement<br />
is how 16% sustainable energy can be achieved in 2023,<br />
the ways in which energy savings can be stimulated and<br />
how CO 2 reductions can be achieved. The arrangements<br />
resulting from the Energy Agreement have an impact on<br />
the current and future operation of DELTA. You can read<br />
more about this in the relevant chapters.<br />
Responsible business<br />
Wherever possible, DELTA makes responsible choices in<br />
its business operations. These choices involve<br />
procurement, energy use, recycling and car use. However,<br />
DELTA also applies this to the way in which it deals with its<br />
employees by paying attention to issues such as safety,<br />
personal development and sickness absence. You can<br />
read more about this in the chapter ‘DELTA and its<br />
employees’.<br />
5.1 Carbon footprint<br />
DELTA has implemented a CO 2 benchmark over the last<br />
few years, in part to be able to see where reductions can<br />
be made. The carbon footprint of DELTA’s office<br />
organisation was last measured in 2012. The <strong>2013</strong> footprint<br />
will be measured in 2014 and the results from this will be<br />
included in the 2014 report. DELTA tries to make savings<br />
and reduce its carbon footprint wherever possible. This<br />
remains a point for consideration, as DELTA’s emissions<br />
are still 22% higher than the average for a comparable<br />
office-based organisation. The transport and heating<br />
factors for old buildings play a particular role in the carbon<br />
footprint. In 2012, the carbon footprint rose by 5% to 5,505<br />
tons of CO 2 compared to 2011 figures. The purchase of<br />
green electricity makes a great contribution to lowering<br />
emissions. Based on the benchmark, approximately 62%<br />
can be reduced in theory. Due to the limited availability of<br />
public transport in Zeeland, this total reduction will not be<br />
feasible in practice. However, there was a small drop in<br />
2012 in the area of transport due to the modest deployment<br />
of electric cars in the DELTA fleet.<br />
5.2 In dialogue with the stakeholders<br />
DELTA is pleased to meet with anyone who has any form<br />
of interest with the developments of the organisation. Our<br />
doors are open at our headquarters in Middelburg. DELTA<br />
ensures that the company engages all of its stakeholders in<br />
dialogue and that everyone’s interests are considered in<br />
policy decisions. DELTA is proud of its role and reputation<br />
in Zeeland and treats this with care.<br />
This carefulness is expressed in the many interactions that<br />
the company has with its stakeholders. DELTA looks for<br />
stakeholders who are directly involved so that they are able<br />
to talk about specific subjects. Furthermore, the<br />
stakeholders must have an interest or promote an interest<br />
in a certain subject. DELTA regularly explores important<br />
and new themes in systematic or ad-hoc meetings with its<br />
discussion partners. DELTA tries to be as pro-active as<br />
possible in the dialogues by being present at regional<br />
sporting or cultural events, by attending professional<br />
meetings that have a link to DELTA’s areas of work or<br />
which are relevant to the region.<br />
‘We enjoy meeting our<br />
stakeholders.<br />
The doors of our<br />
headquarters are always<br />
open.’<br />
DELTA’s stakeholders include: customers (business and<br />
consumers), professional, industry and network<br />
organisations (energy, waste, networks, multimedia,<br />
general), government authorities (regional, national and<br />
European), social organisations, suppliers and partners,<br />
educational institutions, (sport, culture and other)<br />
associations, regulatory bodies, financiers, suppliers and<br />
the shareholders. DELTA’s employees are an extremely<br />
important group of stakeholders.<br />
Coal dialogue<br />
In June 2012, EnergieNederland took the initiative to start<br />
the coal dialogue in which energy companies, mining<br />
companies, NGOs and trade unions would place the<br />
interpretation of supply chain responsibility by Dutch<br />
energy companies on the agenda. The reason for this<br />
initiative came from publications about Dutch energy<br />
companies that were purchasing coal from mining<br />
companies in Columbia and South Africa. These mining<br />
companies may have been involved in serious breaches of<br />
human rights. DELTA is one of the partners taking part in<br />
the coal dialogue.<br />
Smart Delta Resources<br />
At the beginning of <strong>2013</strong> DELTA was the driving force<br />
behind a manifesto for the conversion of a coal-fired power<br />
station into a bio-energy power station. Prominent<br />
representatives from eight organisations in Zeeland signed<br />
a manifesto on Tuesday 15 January <strong>2013</strong> in which they<br />
called on politicians to enable subsidies for this sustainable<br />
project that is unique for the Netherlands. The manifesto<br />
received a response at the beginning of 2014 in the<br />
formation of the Smart Delta Resources platform. Twelve<br />
companies that make intensive use of energy and raw<br />
materials, including DELTA, want to work together to<br />
strengthen industry in Zeeland. The participating<br />
companies have a joint energy consumption of<br />
approximately 25% of the total gas consumption in the<br />
Netherlands. This offers many opportunities for synergy<br />
and innovation. Together, they are looking for smart<br />
solutions to the current international competitive<br />
disadvantage and loss of employment as a result of the<br />
falling energy and raw materials position.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 18
Focused on clients<br />
DELTA wants to know what is important for clients and how<br />
clients value the services it provides. DELTA enters into<br />
dialogues with clients through customer service, website<br />
and in personal meetings. In addition to this, Advisory<br />
Boards were created in <strong>2013</strong>. DELTA is also serious about<br />
dealing with complaints. In <strong>2013</strong>, DELTA received the<br />
Customer Centric DNA Award in the energy category.<br />
DELTA was awarded this prize because it showed the best<br />
development and customer focus of all energy companies.<br />
This emerged from research with 10,000 consumers into<br />
their experiences with customer focus in sectors including<br />
the energy sector.<br />
Government authorities<br />
Energy moves in a strictly regulated market and with<br />
regulations that come from national and European<br />
legislators. The challenges in the area of sustainability and<br />
security of supply are high on the political agenda. In order<br />
to properly define our positions in these debates and to<br />
inform political and official stakeholders, DELTA has a<br />
Public Affairs department. The responsibilities of this<br />
department are regional, national or European, DELTA<br />
maintains close contact with political and official<br />
stakeholders within Zeeland. Various projects are also<br />
carried out in conjunction with the regional authorities.<br />
Society<br />
DELTA engaged in various dialogues with stakeholders in<br />
<strong>2013</strong>. For instance, it discussed with representatives from<br />
the health and social care sector how it could use<br />
multimedia provisions to assist with helping elderly people<br />
to remain at home and live independently for longer.<br />
DELTA is involved with the association ‘Vier het Leven’<br />
(Celebrate Life) and discusses the wellbeing of the elderly<br />
with organisations for the senior citizens. Together with<br />
parties such as the Zeeland Environment Federation,<br />
Zeeland Library and the Province of Zeeland, it reflected on<br />
the distribution of knowledge and facilitating the dialogue<br />
on making energy more sustainable which led to ‘Energie<br />
in de Etalage’ (Energy on Display), a digital platform about<br />
sustainable energy. In <strong>2013</strong>, the initiative ‘Elke Stap Telt’<br />
(Every Step Counts) by the Zeeland association Welzijn<br />
Ouderen (Elderly Wellbeing) and SportZeeland together<br />
with DELTA took form. This is a walk-in project that is easy<br />
to access and is focused on senior citizens in which<br />
development of fitness and stimulating social contacts are<br />
key elements.<br />
Knowledge<br />
DELTA participates in the Zeeland Scientific Council<br />
dialogue on the knowledge infrastructure in Zeeland as a<br />
driving force for innovation and economic growth for the<br />
region. A new group of service technicians has completed<br />
the DELTA infra professional training course. This training<br />
course was set up in 2012 in partnership with the training<br />
company InstallatieWerk Brabant-Zeeland and Markiezaat<br />
College in Bergen op Zoom.<br />
Shareholders<br />
The most important dialogue that was carried out in <strong>2013</strong><br />
was the dialogue about the future of DELTA. In November,<br />
the Province of Zeeland, as the largest shareholder, talked<br />
about the shareholder strategy. Three possible options<br />
were discussed: continue working on financial<br />
independence, merger or takeover. It was decided that<br />
these options should be looked at in more depth and there<br />
is an on-going dialogue on these between DELTA and the<br />
shareholders.<br />
‘An important dialogue<br />
that we held in <strong>2013</strong><br />
was the dialogue about our<br />
future. We will continue<br />
with this in 2014.’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 19
1.5.3 Donations and sponsorship<br />
DELTA is closely involved with the quality of life in Zeeland,<br />
not only as an employer, but also as a responsible<br />
company operating in the region. One of the ways in<br />
which DELTA contributes to the quality of life is by<br />
funding the DELTA Zeeland Fund Association.<br />
Various innovative initiatives in the areas of art and<br />
culture, nature and environment, sport and leisure time,<br />
health and social care and wellbeing were also financed<br />
through this fund.<br />
99 applications were approved and implemented in <strong>2013</strong><br />
and made a systematic contribution to society in Zeeland<br />
at the sum of EUR 320,100. We aim to fairly divide the donations.<br />
However, in some categories applicants miss out. DELTA<br />
does not determine itself which initiatives are granted money.<br />
The fund has a committee of seven members for this.<br />
The vice-chairman is a DELTA employee. The other<br />
six members come from all parts of Zeeland and are<br />
experts in at least one out of the four key areas.<br />
<strong>2013</strong> 2012 2011<br />
Art & culture 132.850 133.000 131.500<br />
Nature & environment 11.500 32.500 43.500<br />
Sport & leisure 99.500 139.576 120.000<br />
Health & social care 76.250 93.250 87.200<br />
TOTAL 320.100 398.326 382.200<br />
Sponsorship<br />
In <strong>2013</strong> DELTA sponsored two large events in Zeeland.<br />
These were Concert at SEA and the DELTA Ride for the Roses.<br />
The aim of sponsoring these two events included showing which<br />
essential products DELTA is able to deliver to large events.<br />
For Concert at SEA, DELTA supplied water, electricity,<br />
internet facilities and cleared the refuse at the end of the event.<br />
The revenue from all participants of the fifth DELTA Ride for the<br />
Roses was EUR 169,760. Since DELTA took care of the organisation<br />
costs, the entire amount could be paid to the Dutch Cancer Society.<br />
In addition to this, DELTA supports annual activities that are focused<br />
on two specific groups: vulnerable elderly people and young people<br />
with a disability. As part of these activities, a sports day for children<br />
with a disability was organised in <strong>2013</strong>. In partnership with<br />
Stichting Vier het Leven (Celebrate Life), a film evening at<br />
Film by the Sea and a private concert by Willeke Alberti were<br />
organised for senior citizens.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 20
1.6<br />
DELTA and its employees<br />
DELTA<br />
and its employees<br />
DELTA and society in Zeeland are inseparably connected. In addition to the products<br />
and services that people from Zeeland purchase from us, DELTA is one of the largest<br />
employers in Zeeland. The company creates a good and safe working atmosphere<br />
for its employees and allows sufficient room for career development.<br />
6.1 Manpower and work force<br />
On 31 December <strong>2013</strong> DELTA (including associates) had a<br />
total workforce of 3,394 employees (FTE). 1,297<br />
employees (FTE) of this total belonged to the DELTA<br />
divisions in Zeeland in Goes, Middelburg and Vlissingen.<br />
The social key indicators of the EPZ and Indaver<br />
associates were not included in this report. They each<br />
issue their own reports.<br />
Total workforce (associates included)<br />
<strong>2013</strong> 2012 2011<br />
Total 3,394 2,954 2,975<br />
In the DELTA divisions in Zeeland, 74% of the workforce is<br />
male. There is a reasonably equal ratio in management<br />
positions. The average age in <strong>2013</strong> was 44.5 and this has<br />
increased slightly compared to last year. With the exception<br />
of several members of management, everyone at DELTA<br />
comes under the collective labour agreement for production<br />
and supply companies.<br />
6.2. Inflow/outflow<br />
Staff numbers decreased at DELTA last year, in part due to<br />
the reorganisation of the divisions. In <strong>2013</strong>, 88 people left<br />
the company and DELTA welcomed 28 new employees.<br />
The completion of the new billing system also saw the end<br />
of many secondment contracts. DELTA is taking a critical<br />
look over the forthcoming years at the secondment policy.<br />
DELTA wants to promote the upward progression of<br />
employees. In this way their potential can be best used.<br />
They can grow as members of DELTA and their experience<br />
can be retained. This offers opportunities to employees and<br />
creates savings.<br />
Due to the age profile in the company, a relatively large<br />
group of colleagues will be leaving DELTA in the coming<br />
years. Approximately 20% of the employees will leave in<br />
the next 5 years. To address this issue, DELTA Infra has<br />
set up a programme that combines work and study in<br />
partnership with the training company InstallatieWerk<br />
Brabant-Zeeland and Markiezaat College in Bergen op<br />
Zoom. The aim is to recruit young technicians and to offer<br />
them further training. Twenty new technicians joined the<br />
company in this way during <strong>2013</strong>. There are also close<br />
contacts with other schools. DELTA has signed a voluntary<br />
agreement with HZ University of Applied Sciences to bring<br />
about a better match for work experience places. Every<br />
year DELTA organises introductory meetings for potential<br />
trainees. In addition to this, DELTA is exercising its social<br />
responsibility by offering work experience places to people<br />
at a distance from the employment market. DELTA is also<br />
a member of the Employment Market and Training<br />
Committee of the Brabant-Zeeland Employers Association.<br />
6.3 Restructuring<br />
In <strong>2013</strong>, DELTA restructured parts of the organisation.<br />
Naturally a restructuring is always accompanied by<br />
emotional moments because employees are forced to<br />
leave the work activities that they rely on. DELTA<br />
proceeded with the entire process as carefully as possible.<br />
A complaints committee was set up and a special<br />
placement committee, consisting of a representative from<br />
the central works council, the management and HR<br />
specialists from DELTA, accompanied the entire<br />
restructuring process and tested the rules and the<br />
redundancy rules for meticulous and simple application. In<br />
addition to the restructuring, there were also cut backs to<br />
the employment conditions in the divisions in <strong>2013</strong>.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 21
The aim was to incorporate duties and responsibilities<br />
deeper within the organisation and to guide the staff<br />
according to the ‘lean & mean principle’. Middelburg was<br />
the first phase, where the Origination, Trade and Supply<br />
(OTS), Consumer and Business and parts of Asset<br />
Development & Operation (AD&O) divisions were merged<br />
into a new division. Corporate staffing was reduced<br />
considerably through the partial decentralisation of parts of<br />
the staff functions, including HR and partial reduction<br />
through discontinuing activities. Preparations were set in<br />
motion in Goes for the merger on 1 January 2014 of<br />
DELTA infra and DELTA Netwerkbedrijf into the new<br />
DELTA Netwerkgroep. The reorganisation is taking place at<br />
the same time as the loss of several hundred employment<br />
posts, for which a good redundancy plan was drawn up in<br />
consultation with the trade unions. This is based on moving<br />
from one job to another. The severance payment in the<br />
redundancy plan has been cut back. The principle of<br />
proportionality was applied and wherever possible as many<br />
redundant workers as possible were redeployed in other<br />
vacant positions. Initially, temporary contracts were not<br />
extended and hired-in contracts were stopped where<br />
possible so that permanent employees could be<br />
redeployed to those positions. A matching method was<br />
used to see whether employees would also really fit the<br />
new role.<br />
‘Development<br />
possibilities are a<br />
source of energy and<br />
have a positive<br />
influence on the<br />
employability and<br />
enthusiasm of<br />
employees.’<br />
6.4 HR key objectives<br />
A lot has changed for the HR department during the<br />
restructuring at the head office in Middelburg. Policy is still<br />
centralised at the head office, but the implementation of the<br />
HR policy has been incorporated in the divisions. The HR<br />
policy had three key objectives in <strong>2013</strong>.<br />
Key Objective for Internal Mobility and Sustainable<br />
Employability<br />
Current developments in the economic climate and<br />
safeguarding the future of DELTA make internal mobility an<br />
important building block for the achievement of the strategy<br />
in the coming years. Development possibilities are a source<br />
of energy and have a positive influence on the<br />
employability and enthusiasm of employees.<br />
We are focusing on the entire DELTA organisation,<br />
including the majority interests to allow employees to<br />
progress and give priority to vacancies. Agreements have<br />
been put in place with all of the divisions about the<br />
exchange of vacancies and partnership will be further<br />
intensified through the mobility platform.<br />
Personal leadership Key Objective<br />
In order to assist employees, DELTA provides resources<br />
such as assessments, Personal Development Plans and<br />
training courses. In addition to personal leadership, control<br />
of the individual’s own personal situation, DELTA also<br />
demands that everyone in a managerial position takes<br />
responsibility for people and results by guiding, inspiring<br />
and motivating and by seeking partnerships with others<br />
both inside and outside of their department/division in order<br />
to achieve the best result for DELTA.<br />
Strategic personnel planning<br />
Providing high-quality employment in Zeeland creates<br />
added value for DELTA. DELTA wants to provide<br />
employees with sufficient sources of energy and<br />
challenging work, where wellbeing and social and physical<br />
safety are guaranteed. HR supports these goals through<br />
the deployment of strategic personnel planning. The<br />
feasibility of strategic and tactical business decisions is<br />
tested on any potentially vacant position and we look to fill<br />
that vacancy with someone from within DELTA.<br />
The key HR objectives for 2014 were determined in <strong>2013</strong>.<br />
These have largely remained the same, though there has<br />
been a shift in emphasis. Given the quantity of internal job<br />
changes, reorganisations, cost reductions and cutbacks,<br />
the issue is to maintain services at a steady level or<br />
improve these with a flexibility that allows us to move with<br />
changes in the market and in legislation. DELTA will<br />
continue to place emphasis on the sustainable deployment,<br />
quality and flexibility of its employees.<br />
6.5 Satisfied employees<br />
DELTA carries out an employee satisfaction survey every<br />
two years. We have been working throughout <strong>2013</strong> on the<br />
most important results from the 2012 survey. That survey<br />
combined with a periodic medical examination and a study<br />
into personal safety showed that 21% of employees are<br />
enthusiastic and are capable of being optimally deployed.<br />
29% of employees suffered from stress complaints and 8%<br />
of these risked burn out. In 2012, 86% of employees were<br />
satisfied with working at DELTA. There was an average<br />
score of 7.2 for personal safety.<br />
At DELTA, we believe in a satisfied and enthusiastic<br />
workforce. DELTA believes that enthusiastic employees<br />
are motivated and vigorous and continue working<br />
productively for longer periods. Each division drew up an<br />
action plan in <strong>2013</strong> in order to improve enthusiasm. We<br />
began by listening to employees. In <strong>2013</strong> the divisions<br />
organised improvement sessions and peer groups to gain<br />
feedback from employees about their sources of energy<br />
and causes of stress. These are the preconditions for the<br />
degree of enthusiasm. Furthermore, there have been<br />
additional investments to ensure that management can<br />
better stimulate enthusiasm in employees.<br />
6.6 Safety<br />
At DELTA, safety is emphatically the first matter of<br />
importance. In <strong>2013</strong>, we dedicated ourselves to the<br />
exemplary behaviour of managers. The variable pay<br />
component of a large number of managers has been made<br />
dependent on an active contribution to a safer organisation.<br />
A safety statement was prepared at DNWB and DELTA<br />
Infra that employees must observe. Safety is given extra<br />
attention at DELTA Infra and DNWB due to the extra risks,<br />
but work is being actively done on safety awareness in the<br />
office organisation too. For instance, workplace inspections<br />
and health and safety drills are being carried out.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 22
The further increase in safety awareness in <strong>2013</strong> can be<br />
seen from among other things the increasing learning<br />
opportunities that are reported via the HSE portal on our<br />
intranet. In <strong>2013</strong> there was a total of 449 reports for<br />
learning opportunities, as a result of a potentially unsafe<br />
situation, via the intranet HSE portal. The number of safety<br />
incidents with injuries fell in <strong>2013</strong>. We continue to strive for<br />
zero incidents.<br />
6.7 Personal Safety<br />
In order to promote personal safety at DELTA, a number of<br />
employees were appointed several years ago as persons<br />
to whom one can confidentially report a personal, workrelated<br />
situation. Since little use had been made of these,<br />
at the beginning of <strong>2013</strong> the Executive Board once again<br />
took the opportunity to emphasise that openness is<br />
important. Ultimately 32 notifications were made in 2012<br />
related to personal safety at work.<br />
In 2012 a Code of Conduct was drawn up that included all<br />
of the norms and values that operate at DELTA. A number<br />
of new sections were added to the Code of Conduct in<br />
<strong>2013</strong>, including the Alcohol and Drugs Policy.<br />
6.8 Sickness absence<br />
In <strong>2013</strong>, sickness absence was 4.1%. Work-related<br />
psychological leave was not recorded separately in <strong>2013</strong>.<br />
In order to avoid burnout or stress related complaints, in<br />
<strong>2013</strong> managers were trained in recognising signs of stress.<br />
Preventative health management should contribute towards<br />
more enthusiastic and versatile employees.<br />
Sickness absence DELTA<br />
Sickness<br />
absence<br />
<strong>2013</strong> 2012 2011 Standard<br />
4,1% 4,1% 4,2% 4,5%<br />
‘Safety comes first at<br />
DELTA.<br />
Safety awareness increased<br />
further in <strong>2013</strong>.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 23
’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 24
1.7<br />
DELTA and Corporate governance<br />
DELTA and<br />
Corporate governance<br />
Sound business practices, integrity, respect, supervision, transparent reporting and<br />
other forms of accountability constitute the main cornerstones of DELTA’s corporate<br />
governance policy. DELTA complies with the Dutch Corporate Governance Code that<br />
applies to listed companies in the Netherlands.<br />
Corporate governance structure<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. The legal<br />
consequences that the Dutch Civil Code attaches to this<br />
status are not entirely appropriate to the company’s<br />
governance structure. The involvement of the General<br />
Meeting of Shareholders (GMS) and the Supervisory Board<br />
with the company’s operations is reflected in its articles of<br />
association and various sets of regulations. These can be<br />
found at www.DELTA.nl/RvC. It also establishes where the<br />
approval of the supervisory board or general meeting of<br />
shareholders is needed for proposed executive board<br />
decisions concerning investments and/or takeovers or the<br />
selling of parts of the company. If the amount involved<br />
exceeds five million euros, the proposed resolution requires<br />
approval from the Supervisory Board. If the proposal<br />
involves an investment in excess of 55 million euros, it<br />
requires the prior approval of DELTA’s shareholders.<br />
Executive Board<br />
The powers and responsibilities of DELTA’s Executive<br />
Board are defined in the Executive Board Regulations.<br />
These provide for a division of duties among the members<br />
of the Executive Board, define internal powers of attorney,<br />
lay down decision-making procedures, and contain rules<br />
that are consistent with the Dutch Corporate Code,<br />
including those dealing with conflicts of interest of<br />
Executive Board members.<br />
DELTA endorses the new rules on a balanced composition<br />
of the Executive Board as laid down in Section 391.7, Title<br />
9, Book 2 of the Dutch Civil Code, as introduced on 1<br />
January <strong>2013</strong>. Consideration will be given to the new<br />
guidelines as and when appropriate.<br />
Supervisory Board<br />
DELTA’s Supervisory Board oversees the company’s<br />
overall performance, including compliance with its policies,<br />
the results achieved by the Executive Board, the<br />
company’s financial position and risk profile, and its<br />
financial reporting. The Supervisory Board also acts as<br />
sparring partner for the Executive Board. In order for the<br />
Supervisory Board to properly fulfil its role, its profile must<br />
be consistent with that of the company. The profile that was<br />
drawn up by the Supervisory Board in the course of 2010<br />
describes the capabilities required of its prospective<br />
members, having regard to the expanded powers of<br />
nomination vested in the Central Works Council.<br />
The Supervisory Board also complies with the Code in<br />
terms of its membership composition (independence, age<br />
diversity, background, and expertise). Despite the<br />
appointment of Marieke Schöningh as a member of the<br />
Supervisory Board, gender diversity still remains a concern.<br />
The Supervisory Board’s powers and duties and internal<br />
decision-making and the role of its chair are set out in the<br />
Supervisory Board Regulations. These also provide for<br />
matters such as periodic reviews of the Supervisory<br />
Board’s own performance, in accordance with the Code.<br />
Audit Committee<br />
One of the duties of the Audit Committee, in addition to<br />
issues of a financial and fiscal nature, is to monitor risks the<br />
company wishes to take. Risk management and risk policy<br />
are regular items on the agendas of both the Audit<br />
Committee and the Supervisory Board’s plenary meetings.<br />
Shareholders<br />
The role of DELTA’s shareholders and the powers of the<br />
General Meeting of Shareholders are set out in the<br />
company’s Articles of Association. DELTA’s shareholders<br />
are committed and dedicated, in part because they are<br />
public sector entities. As stated in the Code, DELTA<br />
shareholders should also in principle strive towards their<br />
own interests within the context of legal principles of<br />
reasonableness and fairness. However, owing to the wideranging<br />
powers entrusted to the GMS under the Articles of<br />
Association, the way in which the shareholders exercise<br />
their voting rights has a significant influence on the<br />
company’s policies and operations.<br />
‘DELTA shareholders are<br />
committed and dedicated,<br />
in part because they are<br />
public sector bodies’<br />
In a broader context, the Frijns Committee encountered the<br />
same situation at numerous other companies in the<br />
Netherlands, and has recommended pursuing a policy to<br />
promote bilateral contacts between companies and their<br />
shareholders. At DELTA, we have introduced a policy that<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 25
provides for periodic and informal talks between the<br />
Executive Board and our shareholders throughout the year.<br />
Works Council<br />
Throughout the Articles of Association, regulations and<br />
other arrangements, the relationship between DELTA<br />
Works Council and Central Works. This is a relationship<br />
built on mutual respect, as reflected in the systematic<br />
consultations between the company/Executive Board and<br />
the Works Council. At divisional level, systematic<br />
consultations are held with the divisional works councils.<br />
Compliance<br />
DELTA operates a Whistleblower Scheme, adopted by the<br />
Supervisory Board, which, in addition to the compliance<br />
officer’s activities, enables employees to raise concerns<br />
about malpractice with the Executive Board and/or a<br />
counsellor in confidence. If preferred, this report can be<br />
made to an external employee.<br />
7.1 Executive Boardmembers <strong>2013</strong><br />
In <strong>2013</strong>, The Executive Board of DELTA N.V. was<br />
composed of Rob Frohn (CEO) and Frank Verhagen<br />
(CFO). On 31 October <strong>2013</strong>, Rob Frohn left the company<br />
and Frank Verhagen was interim CEO.<br />
Executive Boardmembers<br />
Rob J. Frohn (1960)<br />
CEO 1 January <strong>2013</strong> - 31 October <strong>2013</strong><br />
Nationality: Dutch<br />
Outside interests:<br />
• Member of the Supervisory Board of Nutreco N.V.<br />
• Member of the Advisory Board of HAN<br />
University of Applied Sciences<br />
• Member of the Supervisory Board of Havenbedrijf<br />
Rotterdam N.V.<br />
• Chairman of the Audit Committee of the all<br />
forementioned organisations<br />
Frank Verhagen (1961)<br />
CFO 1 February 2009 – present<br />
Interim CEO 1 November <strong>2013</strong> – 15 January 2014<br />
Nationality: Dutch<br />
Outside interests:<br />
• Advisory Board member of Admiraal de<br />
Ruyter Hospitals<br />
• Board member of employers’ association WENb<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 26
7.2 <strong>Report</strong> by the Supervisory Board<br />
The Supervisory Board reports on its activities undertaken<br />
in <strong>2013</strong> and the way in which it has performed its<br />
supervisory and advisory duties.<br />
Composition<br />
The Supervisory Board at DELTA consisted of the following<br />
members in <strong>2013</strong>:<br />
Mr D. van Doorn (Supervisory Board Chairman)<br />
Mr J. Bout<br />
Mr J. G. van der Werf<br />
Mr B.P.T. de Wit<br />
Ms M. Schöningh (from 17 May <strong>2013</strong>)<br />
Meeting and other activities of the Supervisory Board<br />
The Supervisory Board convened five meetings in <strong>2013</strong><br />
with the Executive Board under the articles of association<br />
during which the following issues were discussed:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Appointment of roles within the Board and the<br />
Committees<br />
The Supervisory Board adopts the philosophy that<br />
almost all items will be discussed in the plenary<br />
meetings of the Supervisory Board. Therefore, from<br />
the perspective of collective responsibility, the<br />
Supervisory Board does not consider there to be any<br />
place for numerous committees composed of its<br />
members that may exercise primary responsibility in<br />
subsidiary areas. The Supervisory Board has allowed<br />
two exceptions: the audit committee in line with the<br />
Dutch Corporate Governance Code and the committee<br />
for any new CEO appointment.<br />
On 17 May <strong>2013</strong> Marieke Schöningh was appointed as<br />
a new member of the Supervisory Board.<br />
Financial matters such as quarterly reports, the annual<br />
financial statements and the business plan containing<br />
the operational and financial targets of the company.<br />
Strategic issues, including acquisitions, divestments<br />
and investments. In addition to matters of a strategic<br />
nature, the most significant risks of the implemented<br />
policy were also discussed.<br />
Dividend policy, investment and financing policy, risk<br />
management and corporate governance.<br />
Helping its shareholders formulate a shareholders’<br />
strategy within the governance framework.<br />
Developments regarding the Independent Grid<br />
Operation Act and talks with shareholders about<br />
developments involving the company’s share interest<br />
in water company Evides N.V.<br />
Developments surrounding the integration of EPZ N.V.<br />
into the company’s organisation, particularly focusing<br />
on safety aspects and governance.<br />
The Supervisory Board assessed its own operation without<br />
the presence of the Executive Board under the articles of<br />
association. It briefly discussed the most important tasks<br />
and responsibilities of the Board (supervision,<br />
recommendations) and also cultural and conduct aspects.<br />
The Supervisory Board also convened to review its own<br />
performance, without the Executive Board attending.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 27
Audit Committee<br />
The issues discussed by the Audit Committee in <strong>2013</strong><br />
included the management letter, group plan, quarterly<br />
reports, half-year report, financial statements, financial<br />
returns on projects and investments, risk management,<br />
IFRS, and several other proposals to invest or divest.<br />
The Audit Committee consisted of Mr J. Bout and Mr B.P.T.<br />
de Wit. The Audit Committee meetings were attended by<br />
the Executive Board, the Manager of the Internal Audit<br />
Group, and the external auditor.<br />
CEO Appointment Committee<br />
A nomination was made to this ad hoc committee with the<br />
help of an external company.<br />
Composition of the Directors under the articles of<br />
association<br />
As a result of the departure of Mr Frohn on 31 October<br />
<strong>2013</strong> the Executive Board consisted of Mr F. Verhagen.<br />
The remuneration policy for the members of the Executive<br />
Board was adopted by the General Meeting of<br />
Shareholders, in line with the Supervisory Board’s<br />
proposal. The policy’s guiding principle is that DELTA<br />
should be able to offer a pay package that allows the right<br />
people to be recruited and retained by the company. The<br />
Supervisory Board determines the remuneration of<br />
Executive Board members annually, within the limits set by<br />
this policy.<br />
The Supervisory Board determined the remuneration of<br />
both Executive Board members within the limits of the pay<br />
policy. The remuneration of the newly appointed CEO was<br />
approved by the shareholders’ committee.<br />
Financial Statements<br />
The Supervisory Board has reviewed and approved the<br />
annual report, financial statements, and notes for the 2012<br />
financial year, as submitted by the Executive Board. The<br />
Executive Board prepared the <strong>2013</strong> financial statements on<br />
that basis, and the Supervisory Board recommends their<br />
unqualified adoption by the General Meeting of<br />
Shareholders. The dividend proposal, which will be<br />
submitted for approval to the GMS, involves a payout of<br />
EUR 20 million and adding the remaining net profit to the<br />
reserves.<br />
DELTA N.V.’s Supervisory Board<br />
D. van Doorn,<br />
Chairman<br />
Executive Board Remuneration<br />
Name Date End<br />
nomination<br />
period<br />
Mr D. (Daan) van 21 June 2010 20 June 2014<br />
Doorn, Chairman<br />
Mr J. (Johan) van der 25 June 2012 3 June 2014<br />
Werf, Vice-Chairman<br />
Mr. J. (Jan) Bout, OR 13 December 12 December<br />
Works Council Supervisory Director 2010 2014<br />
Mr P. (Peter) de Wit 13 December 12 December<br />
2010 2014<br />
Ms M. (Marieke) 17 May <strong>2013</strong> 16 May 2017<br />
Schöningh<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 28
7.3 Supervisory Boardmembers<br />
Mr D. (Daan) van Doorn (1948), Chairman of the Supervisory<br />
Board<br />
Nationality: Dutch<br />
First appointed: 21 June 2010<br />
In term until: 20 June 2014<br />
Profession/Main role: Former Chairman of the Board of<br />
VION Food Group<br />
Outside interests: Supervisory Board Chairman of Brunel<br />
International N.V., Chairman of the Wageningen University<br />
Fundraising Committeé, Chairman of the Science Group<br />
Advisory Council at Wageningen University, Chairman of<br />
the Netherlands Mussels Farmers’ Association, Chairman<br />
of the Delta Region Strategic Board, Supervisory Board<br />
Chairman of Rabobank Oosterschelde, Supervisory Board<br />
member of A-ware Food Group<br />
Mr J.G. (Johan) van der Werf (1952), Vice-Chairman<br />
Nationality: Dutch<br />
Mr B.P.T. (Peter) de Wit, MA (1949)<br />
Nationality: Dutch<br />
First appointed: 1 January 2011<br />
In term until: end of 2014<br />
Profession/principal position: former CEO of Shell<br />
Netherlands B.V.<br />
Outside interests: Non-executive Board director of<br />
Caithness Petroleum, London, Advisory Council member of<br />
Energy Delta Gas Research (EDGaR)<br />
Ms A.M.H. (Marieke) Schöningh (1963)<br />
Nationality: Dutch<br />
First appointed: 17 May <strong>2013</strong><br />
In term until: 16 May 2017<br />
Profession/principal position: Program Director Profit<br />
Improvement DSM<br />
First appointed: 2001<br />
In term until (final term): 3 June 2014<br />
Profession/Main role: former member of the Board of<br />
Directors of AEGON N.V.<br />
Outside interests: Supervisory Board Chairman of Ordina,<br />
Chairman of the Board of Trustees of NOS, Chairman of<br />
the Board of Trustees of Utrecht University Hospital,<br />
Supervisory Board member of De Lotto, Supervisory Board<br />
member of ONVZ, Advisory Council member of SVB,<br />
member of the Board of Trustees of Nederlands<br />
DansTheater<br />
Mr J. (Jan) Bout (1946)<br />
Nationality: Dutch<br />
First appointed: 1 January 2011<br />
In term until: end of 2014<br />
Profession/Main role: former Chairman of the Board of<br />
Royal Haskoning<br />
Outside interests: Supervisory Board member of Ballast-<br />
Nedam N.V., Supervisory Board member of Brunel<br />
International N.V., and Audit Committee Chairman,<br />
Supervisory Board member of Royal Haskoning DHV<br />
Groep B.V. and Audit Committee member, member of the<br />
Board of Trustees of Deltares and Audit Committee<br />
member, Vice-Chairman of the Netherlands Environmental<br />
Impact Assessment Commission, co-founder of Bout & Co,<br />
Chairman of the Advisory Council on sustainable<br />
healthcare at Nijmegen University Hospital St. Radboud,<br />
Chairman of the High Level Group on Export Financing,<br />
Board member of the Ubbo Emmius Fund<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 29
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 30
7.4 <strong>Report</strong> of the Works Council<br />
DELTA considers employee participation important. This is<br />
well organised with works councils at various levels.<br />
The various divisions and staff departments from DELTA all<br />
started <strong>2013</strong> with their own Works Council. Participation<br />
was organised as follows:<br />
Central Employees Council (CWC)<br />
Staff Services Works Council<br />
O.T.S. Works Council<br />
Consumer and Corporate Works Council<br />
Grid operator Works Council<br />
Infra B.V. Works Council<br />
EPZ Works Council<br />
A total of thirteen representatives from each Works Council<br />
sat in the Central Works Council. Furthermore, DELTA also<br />
has a European Works Council with representatives from<br />
the Central Works Council and the subsidiary Indaver. The<br />
organisational change that took place in <strong>2013</strong> also<br />
impacted on the organisation of the works councils. The<br />
consequence of Redesign Middelburg was that the OTS<br />
and C&Z divisions were merged and as a result the OTS<br />
works council and the C&Z works council were merged into<br />
the E&M transition works council. De Staff Services works<br />
council was terminated. The consequence of Redesign<br />
Goes was that the DNWB and the Infra division merged<br />
and as a result the DNWB and Infra works council merged<br />
into a DNWG transition works council. In May 2014, early<br />
works council elections will take place.<br />
In <strong>2013</strong> each works council organised six meetings and six<br />
consultations with their director. Matters related to their<br />
own division were discussed during these consultations.<br />
Matters that crossed divisions or matters that impacted the<br />
entire company were largely dealt with in the central works<br />
council. The assistance scheme for the works council<br />
establishes how many exemptions workers will receive for<br />
tasks that he or she performs for the works council.<br />
Issues Addressed<br />
Reorganisation<br />
A lot of attention was given to the restructuring of the<br />
organisation, which led to reductions in the numbers of<br />
employees. The works councils are involved with the early<br />
stages of preparing plans with the directors of the divisions<br />
concerned. In consultation with the trade unions and the<br />
director, good redundancy packages were prepared.<br />
Future Discussion<br />
Discussions about the future of DELTA were also keenly<br />
followed by the CWC in <strong>2013</strong>. Members of the Central<br />
Works Council and Works Council participated in working<br />
groups that outlined the three future scenarios that will be<br />
further studied in 2014.<br />
Code of Conduct<br />
DELTA established a Code of Conduct in 2012 for all<br />
employees and managers. This was further elaborated in<br />
<strong>2013</strong>. The works councils had an advisory role in drawing<br />
up the Code of Conduct and verifying whether the Code of<br />
Conduct was observed by everyone. At the request of the<br />
Central Works Council, DELTA gave further consideration<br />
to the leadership style of managers in <strong>2013</strong>.<br />
Departure of CEO<br />
The members of the works councils regret the decision by<br />
the CEO Rob Frohn to leave DELTA on 31 October <strong>2013</strong><br />
and were in discussions with new candidates in December.<br />
Composition of the Central Works Council<br />
Executive Committee:<br />
Chairman Bram Nonnekes Energy & Multimedia<br />
Vice-chairman Bart van Houten Energy & Multimedia<br />
Secretary Harrie Martens Netwerkgroep<br />
Vice-secretary Huub Knoors EPZ<br />
Other members:<br />
Stephan de Beer<br />
Leen Boer<br />
Tonny Jobse–Griep<br />
Martijn Hofman<br />
Peter Maljers<br />
Angelique van Nielen<br />
Theo Nieuwburg<br />
Jan Scheele<br />
Hans van Stel<br />
Energy & Multimedia<br />
Netwerkgroep<br />
EPZ<br />
Netwerkgroep<br />
EPZ<br />
Group Staff<br />
Netwerkgroep<br />
Energy & Multimedia<br />
Group Staff<br />
Composition of the European Works Council as of 31<br />
December <strong>2013</strong><br />
Employee representatives:<br />
Stephan de Beer DELTA N.V.’s Works Council<br />
The Netherlands<br />
Huub Knoors,<br />
DELTA N.V.’s Works Council<br />
The Netherlands<br />
Bram Nonnekes DELTA N.V.’s Works Council<br />
The Netherlands<br />
Karin Aspeslagh Indaver Netherlands’ Works<br />
Council<br />
Christof Kooiman Indaver Belgium’s Works<br />
Council<br />
Guy Smits<br />
Indaver Belgium’s Works<br />
Council (secretary)<br />
Rainer Martens<br />
SAV Germany’s Works Council<br />
Rudi Wachtel<br />
SAV Germany’s Works Council<br />
Employer’s representatives:<br />
Frank Verhagen CFO, interim CEO DELTA N.V.<br />
(Chairman)<br />
Paul de Bruycker CEO Indaver<br />
Michel van Neutigem HRM Director HRM<br />
DELTA N.V.<br />
Karin Smet<br />
Groups HR Manager Indaver<br />
Andre van Os<br />
DELTA N.V. (formal secretary)<br />
7.5 Remuneration<br />
On the basis of the final index figure of the average<br />
household consumer prices index (CPI), the indexing was<br />
set at 2.5% for 2012. Remuneration in <strong>2013</strong> was as follows:<br />
Mr Daan van Doorn, Supervisory Board chairman,<br />
EUR 42,100<br />
Mr Jan Bout, Supervisory Board member and Audit<br />
Committee member, EUR 31,600<br />
Mr Johan van der Werf, Supervisory Board member,<br />
EUR 29,500<br />
Mr Peter de Wit, Supervisory Board member and Audit<br />
Committee member, EUR 31,600<br />
Ms Marieke Schöningh, Supervisory Board member,<br />
EUR 26,300<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 31
1.8<br />
Opportunities and Risks<br />
Opportunities<br />
and Risks<br />
DELTA exploits the opportunities in the market and limits risks as far as possible<br />
using an intelligent risk management system and we ensure that this is applied and<br />
observed in all areas. With this system, DELTA takes account of the specific features<br />
of the market in which it operates at a divisional level and which are consolidated a<br />
company level.<br />
DELTA Internal Control Framework<br />
The Executive Board has ultimate responsibility for risk<br />
management within DELTA. Responsibility starts at the<br />
divisional level, where employees and division<br />
management (1st line) are primarily responsible for the<br />
adequate implementation of activities in the areas of risk<br />
management and internal controls. The Corporate Services<br />
Department Group Internal Control (2nd line) has<br />
developed a system to assist with the implementation of<br />
this responsibility: the DELTA Internal Control Framework<br />
(DICF), based on the COSO ERM model. Part of the DICF<br />
is an annual Strategic Risk Assessment (SRA) and various<br />
Process Risk Assessments (PRA). The Divisional<br />
Managers discuss any developments that influence the<br />
risks with the Executive Board at least two times per year.<br />
Group Internal Control helps with the implementation and<br />
observance of this extensive risk management system that<br />
has been developed to identify and assess risks and<br />
opportunities. The risk management system has been set<br />
up so that:<br />
DELTA is informed in good time of the extent to which<br />
strategic, operational and financial targets have been<br />
reached;<br />
financial reporting is reliable;<br />
DELTA operates in accordance with the legislation and<br />
regulations;<br />
contributions are safely provided;<br />
<br />
<br />
DELTA has a clear understanding of its obligations;<br />
there are effective and efficient processes throughout<br />
the company.<br />
Management in Control Statement<br />
In <strong>2013</strong>, the management of each division issued a<br />
Management in Control Statement to the Executive Board<br />
on two occasions. The Management in Control Statements<br />
from the divisions form the basis for the Control statement<br />
that is included in this annual report.<br />
Internal Audits<br />
The risk management of the divisions is the subject of the<br />
periodic audits that are performed by the independent<br />
department Internal Audit (3rd line). This assesses matters<br />
such as the quality management system, the procedures<br />
around risk management, control and compliance.<br />
External Auditor<br />
As part of the financial statement audit, the external auditor<br />
(4th line) evaluates the structure, existence and operation<br />
of internal control measures focused on financial reporting.<br />
Findings and recommendations that arise from the auditing<br />
activities are recorded in an annual Management Letter<br />
and reported to the Executive Board, Audit Committee and<br />
the Supervisory Board. The Management Letter forms the<br />
basis for the further tightening of processes by the 1st line.<br />
Supervisory Board<br />
DELTA’s Executive Board reports and accounts for the<br />
structure and effective operation of the internal risk<br />
management system to the Audit Committee and the<br />
Supervisory Board (5th line). External parties such as the<br />
Consumer & Markets Authority supervise the correct<br />
application of the legislation and regulations.<br />
Risk and Control Measures in <strong>2013</strong><br />
DELTA’s most important business responsibilty is providing<br />
energy, waste management and internet access to its<br />
customers. Furthermore, DELTA is one of the largest<br />
employers in Zeeland and holds that responsibility at a high<br />
level of importance. Therefore, DELTA identifies as clearly<br />
as possible the risks that may threaten these duties and<br />
acts to limit these risks wherever possible.<br />
DELTA operates in the international gas and electricity<br />
markets. The prices in these markets fluctuate a great deal.<br />
Making use of financial instruments allows DELTA to<br />
mitigate commodity market risks, currency risks, interestrate<br />
risks, and liquidity and credit risks. The preconditions<br />
for this have been set out in the Risk Policy Document and<br />
the Treasury Regulations.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 32
The Risk Management Committee has - under the<br />
responsibility of the Executive Board - established general<br />
procedures and limits. It ensures that the energy trading<br />
and sales activities of DELTA remain within the defined risk<br />
margins. The various types of risk and how DELTA deals<br />
with them are explained below.<br />
Commodity Price Risks<br />
Market risks arise from price movements on the markets in<br />
which DELTA buys and sells gas, electricity, coal, oil, CO 2,<br />
currencies, transport capacity, import/export capacity, etc.<br />
DELTA’s policy aims to reduce the impact of price<br />
movements in the short term and to follow the applicable<br />
market prices in the longer term. For this systematic<br />
control, DELTA determines how its assets will be used and<br />
which positions should be adopted, depending on the<br />
expected price developments. The positions are monitored<br />
on a daily basis. Trading risks are limited by the strict<br />
application of a system of limits.<br />
Value at Risk<br />
DELTA uses the Value at Risk (VaR) method to assess<br />
market risks on the commodity markets in which it<br />
operates. The method involves various assumptions<br />
regarding possible changes in market conditions. The<br />
method identifies the maximum losses likely to be incurred<br />
as a result of price changes over a three-day period with a<br />
confidence level of 95% The VaR is calculated using the<br />
Monte Carlo simulation based on historic volatilities and<br />
correlations. Since portfolios include opposing positions<br />
and there is an underlying correlation, the VaR on the total<br />
portfolio is smaller than the sum of that on the individual<br />
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.<br />
Cash Flow Hedges<br />
DELTA uses financial instruments to prevent fluctuations in<br />
expected cash flows as far as possible. In order to control<br />
the consequences of future movements in market prices,<br />
DELTA uses derivatives such as forwards, options and<br />
swaps. The hedging instruments are derivatives in the<br />
commodities traded by DELTA that are concluded to<br />
mitigate cash flow, price and currency risks. Hedge<br />
accounting is used to soften the total change in value of<br />
these derivatives. Where permitted, DELTA accounts for<br />
these financial instruments and physical purchase and sale<br />
contracts in a cash flow hedge in accordance with IAS 39.<br />
Currency Risks<br />
Currency risks involve the price risk that is connected to<br />
exchange rate movements. DELTA’s risk policy is focused<br />
on hedging currency risks on positions in foreign<br />
currencies. To hedge the risks, DELTA uses financial<br />
instruments, forward transactions, to prevent fluctuations in<br />
expected cash flows as far as possible. Currency positions<br />
resulting from contracts, including commodity contracts, are<br />
reported to the Treasury Department on a daily basis for<br />
hedging at group level. Currency risk limits are set<br />
periodically in consultation with the Risk Management<br />
Committee and monitored by the Treasury Department.<br />
Interest Risks<br />
DELTA’s interest rate risk policy is to limit the effect of<br />
interest rate fluctuations. DELTA uses derivatives such as<br />
interest rate swaps to hedge risks. Using these swaps<br />
ensures that the variable interest rate is converted into a<br />
fixed rate.<br />
Liquidity Risk<br />
Liquidity risk is the risk that DELTA might not have<br />
sufficient funds available to settle its liabilities. DELTA’s<br />
capital management policy focuses on centralising cash<br />
management and funding and borrowing repayment<br />
operations at the level of the holding company DELTA N.V.<br />
as far as possible. A financing plan is prepared each year<br />
on the basis of the business plan, giving direction to the<br />
activities of the DELTA N.V. Treasury department. This<br />
includes the annual determination of the ratio of current to<br />
non-current borrowings. Furthermore, DELTA also ensures<br />
that it more than meets banking ratios and other ratios<br />
necessary to keep its corporate credit rating and optimise<br />
working capital management. Furthermore, a very<br />
restrictive policy applies to issuing guarantees and<br />
depositing cash collateral. DELTA also possesses a standby<br />
credit facility in order to meet its operating capital<br />
requirements. This gives DELTA the necessary flexibility in<br />
connection with seasonal cash fluctuations, pre-financing of<br />
projects and any acquisitions. For independent projects,<br />
divisions where DELTA does not have full share ownership<br />
and divisions where this is required under the current<br />
legislation, independent credit lines are arranged without<br />
recourse to DELTA N.V.<br />
The credit rating for DELTA issued by Standard & Poor’s<br />
also remained unchanged in <strong>2013</strong>: BBB+ with a stable<br />
outlook.<br />
Overview of the Most Significant Risks<br />
The listing below describes a number of the most<br />
significant risks faced by DELTA. The table also shows the<br />
way in which the likelihood and/or impact of that risk is<br />
lowered for each risk.<br />
Description of the Risks and Risk Control Measures<br />
Forced Unbundling of the Grid company<br />
There is a chance that the Grid company will have to be<br />
unbundled as a result of a court ruling. DELTA has the<br />
support of top lawyers and is attempting to convince policy<br />
makers that the intended positive effects of the Unbundling<br />
Act are negligible and, on the contrary, the negative effects<br />
are great.<br />
Further Negative development of the unbundling in<br />
electricity production<br />
As a result of the falling sale prices of electricity where<br />
purchasing prices have not similarly fallen, the return on<br />
power stations will be subject to sustained pressure. Future<br />
positions are being hedged using lock-in on the basis of<br />
market forecasts and models. This will mitigate the risk of<br />
further falling spreads but it also reduces the possibility to<br />
profit from favourable market developments.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 33
Unplanned outage of power stations<br />
As a result of unplanned outages of power stations, there is<br />
the chance that it may not be possible to achieve planned<br />
volumes which will cause revenue to fall and energy that<br />
has already been sold in the market will have to be<br />
repurchased which may lead to imbalance costs.<br />
Malfunctions are being avoided or prevented as far as<br />
possible through the use of appropriate maintenance<br />
programmes, sufficient spare parts and benchmarks.<br />
Nevertheless, <strong>2013</strong> proved that DELTA can be faced with<br />
lengthy unplanned outages.<br />
Doubtful receivables<br />
As a consequence of a depressed economic situation,<br />
there is an increased likelihood that clients will not be able<br />
to meet their financial obligations which means that it will<br />
not be possible to collect receivables from these clients.<br />
DELTA has strict procedures in place, which are within the<br />
frameworks set by the RMC, concerning credit limits<br />
extended to trading partners and clients. Large clients are<br />
only accepted if they have approved credit inusrance.<br />
Payment behaviour of clients is carefully monitored and<br />
immediate action is taken if necessary.<br />
Risk management in 2014<br />
The most significant risks will be monitored and mitigated in<br />
2014 wherever this is possible and commercially justified.<br />
Specific attention will be given to risks connected to<br />
information security owing to the increasing tension<br />
between the growing professionalism of cyber criminals<br />
and the widespread use of information technology.<br />
Unethical and fraudulent conduct by employees constitutes<br />
a significant risk. The DELTA Code of Conduct addresses<br />
issues such as how we deal with company property and<br />
company information. The Executive Board drew up the<br />
Policy Document on Managing Fraud Risk in <strong>2013</strong>. This<br />
policy document examines issues such as promoting good<br />
conduct and the prevention, monitoring, detection and<br />
response to fraud. This will be further elaborated in 2014.<br />
Security risks will continue to remain in focus in 2014.<br />
DELTA ensures for good working conditions, solid and<br />
reliable company processes and competent employees.<br />
Unfavourable changes in legislation concerning waste<br />
incineration<br />
As a result of changes in the law, there is a chance that the<br />
revenue from Green Steam Certificates will reduce or<br />
disappear and/or there will be a reduction in the gate-fees<br />
received. The management of Indaver is attempting to<br />
convince governments to leave the legislation unchanged.<br />
Furthermore, Indaver also processes waste for incineration<br />
in Dutch facilities which causes a reduction in overcapacity<br />
and reduced pressure to change the European legislation.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 34
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 35
1.9<br />
Energy & Multimedia<br />
Energy<br />
& MultiMedia<br />
DELTA produces energy using its own facilities and using power stations that it<br />
shares with partners. Furthermore, DELTA operates in various markets in fuels:<br />
gas, coal, oil, electricity, carbon credits and supplies corporate clients and<br />
consumers. Around three-quarters of DELTA’s turnover is connected to the<br />
company’s energy activities.<br />
On 1 July <strong>2013</strong>, the Origination, Trade and Supply (OTS),<br />
Consumer and Business and Asset Development &<br />
Operation (AD&O) business divisions were merged into a<br />
new division, Energy & Multimedia, to create more synergy.<br />
Corporate Services departments such as Finance, HR and<br />
IT are now included within the division. In addition to<br />
energy, DELTA supplies multimedia services such as<br />
internet and telephone services through its subsidiary<br />
ZeelandNet. DELTA also transmits television and radio<br />
over the cable network.<br />
ICT<br />
In <strong>2013</strong> a large number of changes were made to the IT<br />
structure and administrative processes. DELTA moved<br />
from the IT supplier ATOS and entered into a new service<br />
contract with Cegeka. The Kompas project was<br />
implemented to provide even better service to clients. All<br />
client details, which were previously contained in various<br />
systems, were brought together in a new computerised<br />
system. This system also allows DELTA to meet the new<br />
working methods in the sector, provides a better<br />
understanding of client needs and makes invoicing more<br />
convenient for DELTA.<br />
On 1 August <strong>2013</strong> the Stroomopwaards Programme, Dutch<br />
national legislation changing the way meter data is<br />
collected, was introduced. DELTA continues to provide one<br />
invoice for customers in compliance with the Meter Market<br />
Model section of Stroomopwaaards that gives charges for<br />
energy use and network grid fees.<br />
9.1 Energy on the corporate market<br />
The energy sector had a particularly difficult year in <strong>2013</strong><br />
due to high raw-material prices, overcapacity and<br />
competition from cheap, subsidised sustainable energy<br />
from Germany. This caused margins to drop once again<br />
and turnover fell compared to 2012. The mediocre<br />
economic situation can be particularly noticed in the<br />
corporate energy market. Nevertheless, DELTA was able<br />
to maintain a strong position in the corporate market and<br />
acquired new clients. Despite being deeply rooted in the<br />
South-West Delta region, around 80% of DELTA’s<br />
corporate clients are from outside of the province of<br />
Zeeland.<br />
DELTA is one of the four largest suppliers in the Dutch<br />
corporate electricity market. Just as in the private market,<br />
the ability to stand out is becoming increasingly important<br />
in the corporate market. DELTA achieved this in <strong>2013</strong> by<br />
combining a good level of service with innovative service<br />
provision for corporate customers, such as the web-based<br />
application DELTA Management Information that was<br />
introduced in 2012. Alongside this, we took a critical look at<br />
the contract terms and conditions that led to improvements<br />
on the results within our current customer base. We are<br />
focusing more on value than on volume. That is good for<br />
margins. Average client satisfaction in the corporate market<br />
was 7.8 in <strong>2013</strong>. The switch rate in the corporate market<br />
was 8%. The national average in <strong>2013</strong> was 12.7%.<br />
9.2 Energy on the private market<br />
DELTA has been providing comfort to homes in Zeeland for<br />
almost a century. The majority of people in Zeeland are<br />
trusted customers of DELTA. In <strong>2013</strong> there was even a<br />
slight increase once again, in part due to keen pricing and<br />
the vigorous dedication to service. The margins on<br />
electricity and gas are low. DELTA tries to engage<br />
customers above all by offering added value. In <strong>2013</strong><br />
customer friendliness and customer focus were both<br />
awarded the independent Customer Centric DNA Award<br />
<strong>2013</strong>. DELTA was nominated the most customer-oriented<br />
energy supplier in a large-scale survey of 10,000<br />
consumers. The jury praised DELTA as “the only energy<br />
supplier that was able to score eight for confidence. This<br />
firmly supports the strong position of DELTA as a regional<br />
player.” Furthermore DELTA was nominated the most<br />
customer friendly energy supplier in the Netherlands by the<br />
market research firm MarketResponse. The average client<br />
satisfaction in the private market was 7.7 in <strong>2013</strong>. At 3.1%,<br />
the switch rate was far below the national average of 10%.<br />
Since DELTA was able to welcome more clients than<br />
clients who left, the total client base increased by 0.5% in<br />
<strong>2013</strong>.<br />
‘Above all we try to offer our<br />
clients added value’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 36
DELTA Comfort Wijzer<br />
In May <strong>2013</strong>, DELTA introduced DELTA Comfort Wijzer.<br />
This system provides consumers with information about<br />
their energy consumption and therefore allows them to<br />
make targeted energy savings. The main part of the system<br />
is the gateway fit in the meter box. The gateway collects<br />
information from the electricity and gas meters and the<br />
smart plugs (adaptor plugs that measure the electricity<br />
consumption of individual appliances). It also measures<br />
electricity generated by solar panels with DELTA Zon<br />
Garant. The gateway is connected to the internet so that<br />
through a website or app the client can view all of their<br />
details on a smartphone, tablet or laptop. This allows the<br />
worst energy guzzlers in the home to be infallibly<br />
unmasked and enables clients to make targeted energy<br />
savings. Furthermore, appliances that are connected to the<br />
system using smart plugs can be switched on and off and<br />
programmed through the website or app.<br />
Awareness of sustainability<br />
DELTA takes responsibility for energy consumption<br />
awareness seriously. In <strong>2013</strong>, various projects and<br />
programmes took place that contributed to this. DELTA Opmaat<br />
allows clients to have their home tested against the<br />
national guidelines and the EPA by one of DELTA’s<br />
accredited EPA consultants. Furthermore, DELTA is<br />
connected to the Meer met Minder platform that guides<br />
clients when locating suppliers to help them take energy<br />
saving measures. On 4 June <strong>2013</strong>, DELTA, Zeeland<br />
Library/SCOOP, ZMf and the Province of Zeeland<br />
organised an evening event about sustainable and energyefficient<br />
living in the auditorium and foyer of Zeeland<br />
Library.<br />
The ‘Sjaak zoekt Sjakies’-campaign took place at the end<br />
of October to raise the awareness young children have<br />
about energy consumption. Eight primary schools in<br />
Zeeland competed with each other to create the highest<br />
energy savings within a number of weeks. The schools<br />
taking part in the competition were supported with teaching<br />
materials that complement the Nature and Technology<br />
course the kids already have at school. Schools were able<br />
to win EUR 1,000 by taking part in the competition. Schools<br />
had to show that they had done their best to raise<br />
awareness about the importance of saving energy. A<br />
fantastic party was organised at the end of the competition<br />
at the school that was able to score the most points in the<br />
game and at the school that made the most creative<br />
contribution during the competition.<br />
9.3 Multimedia<br />
In a highly competitive consumer market, DELTA was able<br />
to hold its own as a supplier of multimedia services. DELTA<br />
believes that the future lies in the power of connecting.<br />
Instead of offering products and services such as energy,<br />
internet, telephony and television, DELTA searches for total<br />
solutions for the client. For instance, by carefully listening<br />
to clients in the advisory boards that were created in <strong>2013</strong>,<br />
DELTA has created services that make life more efficient<br />
and comfortable. Interaction and the Zeeland identity lie at<br />
the heart of this. In <strong>2013</strong>, important steps were taken in this<br />
direction. Since consumers have an increasing need for<br />
convenience and benefits, DELTA and ZeelandNet<br />
introduced three new all-in-one packages in the first quarter<br />
for telephone calls, TV viewing and internet. Clients who<br />
entered into a two-year subscription received a tablet for<br />
free during the promotional period. The promotion was a<br />
success. Almost 12,000 contracts were entered into during<br />
a one-week period. The clustered offer makes it easier for<br />
consumers to compare this offer with the offers of other<br />
providers who also often provide all-in-one packages.<br />
The internet speeds at ZeelandNet were increased<br />
considerably at the end of October. The highest<br />
subscription was raised to 200 Mb/s.<br />
Television in HD<br />
From 1 March <strong>2013</strong>, DELTA DIGITALE TV, the HD channel<br />
package was included in the standard package. Since then<br />
DELTA has considered HD quality as the standard for the<br />
majority of channels and subscribers no longer pay extra<br />
for HD-quality channels. At the beginning of November<br />
<strong>2013</strong>, DELTA started to offer interactive TV on channel 12<br />
of DELTA DIGITALE TV. Services are offered on the<br />
Portaal van Zeeland (Zeeland Portal) are: Uitzending<br />
Gemist (TV catch-up service), two daily news bulletins from<br />
Omroep Zeeland, local weather forecasts for Zeeland,<br />
Buienradar (Storm radar), Videoland, NOS Sport, a TV film<br />
guide and an option to view photos which individuals from<br />
Zeeland have uploaded via ZeelandNet.<br />
Second screen<br />
Since clients are finding that they increasingly need a<br />
second screen at home, at the beginning of <strong>2013</strong> DELTA<br />
introduced a free app for Apple and Android users that<br />
allows clients to simply watch television on their computer<br />
or smartphone. ZeelandNet subscribers have direct access<br />
to the 12 most popular channels from the basic package<br />
via the wireless home network.<br />
Wi-Fi in Zeeland<br />
In order to meet the demand for mobile internet, in 2012<br />
DELTA and the Province of Zeeland and Promotie Zeeland<br />
Delta (PZD) worked together to develop Wi-fi hotspots in<br />
Zeeland. By the end of March <strong>2013</strong>, the one hundredth<br />
installation site for Wi-Fi ZEELAND had been installed. Wi-<br />
Fi ZEELAND is now available for residents and visitors in<br />
the municipalities of Goes, Hulst, Kapelle, Middelburg,<br />
Noord-Beveland, Schouwen-Duiveland, Sluis, Terneuzen,<br />
Tholen and Vlissingen. At the beginning of <strong>2013</strong> an<br />
average of 3,000 people were using the network each<br />
week. Furthermore DELTA is ready to offer assistance and<br />
advice to recreational companies who wish to offer internet<br />
provisions to their clients. In <strong>2013</strong> the ‘Het Kustlicht’ (The<br />
Lighthouse) project was delivered. DELTA modified the<br />
cable network at the Zoutelande recreation park so that it<br />
was even more suitable for internet and digital television.<br />
Connecting with the Health and Social Care Sector<br />
DELTA is part of Project Zeeuwse huiskamer (Zeeland<br />
Livingroom Project) in which new technology for care at a<br />
distance, energy saving and security have been brought<br />
together in show homes. An agreement of intent was<br />
signed in August <strong>2013</strong> with IZ-Zeeland (Innovation in the<br />
Health and Social Care sector) and the development<br />
company Impuls Zeeland.<br />
Excellent ZeelandNet service<br />
In April <strong>2013</strong>, the Dutch Consumer’s Association<br />
nominated ZeelandNet, DELTA’s internet provider, as the<br />
Best Provider for the 14th time in a row. In April,<br />
DELTA/ZeelandNet was awarded the highest score in the<br />
Netherlands for customer friendliness over a continuous<br />
period of two years and four months for its internet,<br />
telephony and digital television. DELTA/ZeelandNet<br />
obtained a score of 8.0 for all its divisions. In November,<br />
Zeelandnet.nl was chosen for the third year running as the<br />
website of the year in the telecoms sector.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 37
9.4 Energy generation<br />
Alongside fossil fuels and renewable energy, DELTA uses<br />
nuclear energy to produce electricity. Approximately one<br />
third of the power is generated as carbon neutral electricity,<br />
in joint ventures with operating companies. DELTA is<br />
ultimately aiming for a fuel mix of roughly 1/3 nuclear, 1/3<br />
gas and 1/3 sustainable - 2/3 carbon neutral. DELTA aims<br />
to produce carbon-neutral electricity by 2050 The situation<br />
in the energy market is currently very unfavourable due to<br />
the high purchase prices for raw materials, overcapacity<br />
and the recession. The revenue from carbon credits is also<br />
falling. This means that DELTA must adopt a conservative<br />
investment policy.<br />
Together with other parties, DELTA operates the following<br />
power stations and wind farms:<br />
Coal-fired power station (Borssele 12)<br />
Nuclear power station ( Borssele 30)<br />
Gas-fired power station (Sloe plant)<br />
Combined-cycle power plant (Elsta plant)<br />
Biomass power station (BMC plant)<br />
Wind farms<br />
Coal-fired power station<br />
Work was done in 2012 on plans to convert the coal-fired<br />
EPZ power station in Borssele into a 100% biomass-fired<br />
power station and licence applications were submitted. If<br />
this power station were to run fully on biomass, this would<br />
signify a 20% increase in sustainable electricity production<br />
in the Netherlands. This would mean that the power station<br />
would make an important contribution to the sustainability<br />
targets of central government. The share of sustainable<br />
energy should be 14% in 2020. It is currently approximately<br />
4%. In <strong>2013</strong>, DELTA generated support at a local level for<br />
this project through the ‘Bio-energy plant Zeeland’<br />
manifesto in which eight public, private and social<br />
organisations from Zeeland joined forces. Furthermore, a<br />
100% biomass-fired power plant could play a role in the<br />
development of the bio-based economy. By mid-<strong>2013</strong>, the<br />
necessary licences for a 100% biomass-fired power station<br />
were irrevocable. In addition, DELTA held various<br />
discussions with central government about financing this<br />
plan. Unfortunately, the necessary subsidy was improbable<br />
by August of this year since a national Energy Agreement<br />
entered force in which biomass subsidies would not be<br />
provided to coal-fired power stations from the 1980s.<br />
DELTA is still holding discussions with the Ministry,<br />
because the implementation of the agreement is currently<br />
on hold since the Consumer and Market Authority (ACM)<br />
concluded that the closure of five coal-fired power stations<br />
would be detrimental for the consumer and in conflict with<br />
competition legislation. Despite the fact that the coal-fired<br />
power station did not produce any profit in <strong>2013</strong>, the final<br />
returns were better than expected. This was mainly due to<br />
a lower purchase price of coal and cost-cutting measures in<br />
business operations.<br />
Nuclear power station<br />
In March <strong>2013</strong>, the Minister for Economic Affairs Henk<br />
Kamp agreed to the proposal to change the nuclear energy<br />
legislation in connection with increasing working life from<br />
40 to 60 years. With careful maintenance, inspections and<br />
replacements, the nuclear power station in Borssele will<br />
continue to prove to be among the safest 25% of nuclear<br />
power stations in the western world until 2034. This was<br />
one of the conditions of the agreement between EPZ, its<br />
shareholders and the State in which it was agreed to keep<br />
the power station open until the end of 2034.<br />
In terms of production, the nuclear power station was a<br />
disappointment. The power station was taken out of<br />
operation on 13 September <strong>2013</strong> due to damage to the two<br />
generator coolers. The two defective generator coolers had<br />
to be replaced and the generator had to be inspected and<br />
cleaned. The generator is not a nuclear component of the<br />
power plant and is housed in the conventional part outside<br />
the reactor building. On Monday 2 December, the power<br />
station could be brought back into operation. The halt in<br />
production that lasted one month had a considerable<br />
negative impact on the financial results.<br />
In February <strong>2013</strong>, EPZ received an irrevocable licence to<br />
deploy Mixed Oxide (MOX) nuclear fuel. Mixed oxide is a<br />
nuclear fuel composed of uranium and plutonium.<br />
Plutonium is a residual product that is given off during the<br />
recycling of used fuel elements. Using plutonium makes<br />
EPZ less dependent on price fluctuations on the market for<br />
natural uranium. Furthermore, the use of natural uranium<br />
ore can be further reduced in the nuclear power station. In<br />
addition, EPZ no longer has to transfer its plutonium to third<br />
parties and is effectively reusing a by-product.<br />
In mid-2012, defects were discovered through an<br />
ultrasound inspection in the reactor vessel of nuclear power<br />
station Doel 3 in Belgium. 8,000 defects were reported<br />
during the inspection. Further examination showed that<br />
these were hairline cracks that were caused by hydrogen<br />
absorption during manufacturing. Following this event, EPZ<br />
analysed the construction, maintenance and inspection<br />
history (including ultrasound examination) of the vessel in<br />
2012 and <strong>2013</strong>. We were able to ascertain, partly on the<br />
basis of the original documents, that the reactor vessel in<br />
Borssele is not affected by the Doel 3 phenomenon.<br />
Furthermore, EPZ carried out an extensive inspection of<br />
the reactor vessel. Independent, accredited inspection<br />
company, NRG from Arnhem, performed and inspection of<br />
he reactor vessel at Borssele. On behalf of the<br />
government, the inspection itself and the results were<br />
audited by expert consultancy Lloyd’s Register. The<br />
supervisory body, the department of Nuclear Safety,<br />
Security and Safeguards (KFD), confirmed in May <strong>2013</strong><br />
that there is no evidence of the ‘Doel 3’ phenomenon in<br />
Borssele.<br />
Gas-fired Power Stations<br />
The Sloe gas-fired power station in Vlissingen-Oost and the<br />
ELSTA power station in Hoek have been through a difficult<br />
year due to the unfavourable market situation. The<br />
purchase price of gas is relatively high, while the revenue<br />
from electricity is low due to overcapacity and imports of<br />
green power from neighbouring countries such as<br />
Germany. This was partly the reason why the Sloe power<br />
station was regularly shut down in <strong>2013</strong>. The power station<br />
was mainly used as a buffer to maintain levels of energy<br />
provision. The quiet periods are used to make technical<br />
improvements to the power station. The ELSTA power<br />
station also did not operate at full capacity in <strong>2013</strong>. Two of<br />
its three gas turbines were in operation, in order to reduce<br />
costs.<br />
Moerdijk Biomass Power Station<br />
The biomass power station in Moerdijk (BMC) once again<br />
had a good year. There was a positive cash flow and it<br />
showed improved returns. The biomass power station is<br />
the only power station on the European mainland that<br />
converts poultry litter into green electricity. In 2017 the<br />
Environmental Quality of Electricity Production (MEP)<br />
subsidy for the power station will come to an end, which will<br />
mean that its profitability will come under pressure. DELTA<br />
is giving serious thought to a second future for the power<br />
station.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 38
Wind farms<br />
On Friday 27 September <strong>2013</strong> DELTA, Eneco,<br />
Scheldewind and Winvast officially commissioned<br />
‘Kreekraksluis wind farm’ in Zeeland. This is the largest<br />
wind farm in Zeeland. The construction of the wind farm<br />
was performed safely, to schedule and within budget.<br />
Kreekraksluis wind farm has 31 wind turbines and a total<br />
power of 77.5 MegaWatts, making it unique in the province.<br />
In total, the wind turbines provide enough power for the<br />
energy consumption of 55,000 households per year. The<br />
creation of the wind farm ensured for a 25% increase of the<br />
wind energy capacity in Zeeland. Furthermore, the wind<br />
farm is making a significant contribution to limiting the<br />
greenhouse effect because it achieves a 138,000 ton<br />
reduction in CO 2. This corresponds to the emissions from<br />
15,000 households. The wind turbines have a lifespan of<br />
approximately 20 years. Out of the 31 windmills in the wind<br />
farm, 16 were constructed by DELTA. The remaining were<br />
built by Eneco - 7, Scheldewind - 6 and Winvast - 2. In<br />
November <strong>2013</strong>, a wind turbine was delivered to the<br />
Kloosterboer site in Vlissingen-Oost. Kloosterboer will use<br />
the power generated through the network for the operation<br />
of the cooling installations for its cold-storage warehouses.<br />
This wind turbine produces around 4,000 megawatt hours<br />
per year. It provides an annual reduction of around 2,320<br />
tons of CO 2 The CO 2 reduction over the working life of the<br />
turbine is around 34,800 tons of CO 2.<br />
DELTA Fuel Mix for Energy Generation in <strong>2013</strong><br />
Fuel GWh % GWh %<br />
Natural Gas 1,538.7 22.86%<br />
Natural gas CoGen 876.6 13.02%<br />
Coal 1,698.1 25.23%<br />
Oil - 0.00%<br />
Nuclear 1,916.3 28.47%<br />
Other - 0,00%<br />
Wind 263.0 3.91%<br />
Solar 2.3 0.03%<br />
Biomass 436.0 6.48%<br />
Total 6,730.9 100.00%<br />
9.5 Sustainable Projects Under the Borssele<br />
Agreement<br />
In 2006 the Borssele agreement’was entered into by<br />
Secretary of State Van Geel and the owners of the nuclear<br />
power station in Borssele (DELTA and Essent). Permission<br />
was granted for the plant to remain open until 2034. It was<br />
established in the agreement that DELTA and Essent<br />
would each invest at least 125 million Euros in new,<br />
innovative projects to produce sustainable energy and<br />
produce fewer CO 2 emissions At the end of <strong>2013</strong>, Wise,<br />
ZMf and Stroom naar de Toekomst published a study into<br />
the funds that would be invested in the Borssele<br />
agreement. The report concluded that it is unclear which<br />
sustainable projects DELTA and Essent are investing in.<br />
DELTA is implementing the agreement and striving to<br />
reach the innovation targets and CO 2 savings. DELTA has<br />
already made resources available including EUR 25 million<br />
for the Sustainable Energy Technology (SET) fund and has<br />
submitted various additional innovative projects to the AIP<br />
Committee (Additional Innovative Projects). Owing to<br />
competition sensitivity, DELTA was reserved about<br />
declaring which projects it had submitted to the AIP<br />
Committee.<br />
In <strong>2013</strong> DELTA decided to be more transparent about the<br />
projects submitted to the AIP committee and which have<br />
been approved. This has been achieved in part, but it<br />
should be clear that DELTA has not been able to realise all<br />
of the projects due to the deteriorated economic climate.<br />
Part of the agreement was that projects should be<br />
financially viable. The following projects were involved:<br />
Pyrolysis<br />
Project<br />
EPZ Wind<br />
Project<br />
STBE Project<br />
Solar Wafer<br />
Project<br />
Green Gas<br />
wind farm<br />
Solsilc<br />
Kreekraksluis<br />
wind farm<br />
Zon Garant<br />
(Garanteed<br />
Sun)<br />
Oosterschelde<br />
Water Power<br />
This project involves the development of<br />
a pyrolysis installation that will enable<br />
far greater quantities of biomass fuel to<br />
be used in the coal-fired power station.<br />
The project involves the development of<br />
two large wind turbines on a storage<br />
site for coal that is managed by OVET<br />
and owned by Zeeland Seaports.<br />
The project involves the development<br />
and bringing to market of a patent in<br />
which glycerine, a residual product from<br />
biodiesel production, is converted into<br />
STBE, a diesel substitute that can be<br />
mixed with biodiesel.<br />
This project involves the development of<br />
an entirely new procedure for the<br />
production of solar wafers, the chip<br />
used in solar cells, as well as the<br />
necessary investment for large-scale<br />
production including the construction<br />
and equipping of a production facility.<br />
Green gas is one of the main focus<br />
areas of the government’s transition<br />
policy. The aim is to replace 10% of<br />
natural gas with Green Gas by 2020,<br />
which is produced from the fermentation<br />
and gasification of biomass. DELTA<br />
would like to add two project proposals<br />
to this.<br />
This involves a pilot project that will start<br />
with one or two extremely large<br />
turbines, and a larger project at a later<br />
stage with eight or nine of these<br />
turbines elsewhere in Zeeland.<br />
This project involves a pilot project as<br />
the first factory in which the semiproduct<br />
for the solar cell industry is<br />
created in a new way from special raw<br />
materials.<br />
This project involves a new wind farm<br />
that is 8 km from the Woensdrecht<br />
airbase and consists of sub-farms<br />
belonging to DELTA, Eneco, Winvast<br />
and Scheldewind respectively. This<br />
project has a further spin-off to other<br />
airfields in the Netherlands that will give<br />
potential wind-farm projects a more<br />
favourable business case in the future.<br />
This project involves the rental of a<br />
solar-panel system to consumers in<br />
Zeeland in combination with an Energy<br />
Management System, active monitoring<br />
and making life easier for the client.<br />
This involves a project with three<br />
turbines that are attached to the tidal<br />
barrier in Oosterschelde. Energy will be<br />
created through both horizontal currents<br />
and vertical wave movement.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 39
Verifying the Sources of Coal<br />
In June 2012, EnergieNederland took the initiative to start the coal dialogue in which energy companies, mining companies,<br />
NGOs and trade unions would place the interpretation of supply chain responsibility by Dutch energy companies on the agenda.<br />
The reason for this initiative came from publications about Dutch energy companies that were purchasing coal from mining<br />
companies in Columbia and South Africa that may have been involved with serious breaches of human rights.<br />
The coal-fired power stations owned by EPZ use an average of two and a half million kilograms of coal every day. The fuel is<br />
transported by ship and stored in the coal depot in the Sloe region. DELTA takes the calls for clarity about the origins of the coal<br />
used by EPZ and the effect of the extraction of this fuel on the environment very seriously. EPZ and the Dutch Energy<br />
Producers stated in the coal dialogue that they would be transparent about the origins of the coal used for the generation of<br />
electricity in Dutch coal-fired power stations. This transparency is provided using the top 5 mines from where the largest<br />
volumes of coal are supplied to Dutch coal-fired power stations from the relevant companies in the year concerned.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 40
1.10 Networks<br />
Networks<br />
<strong>2013</strong> was a busy year for DELTA Netwerkbedrijf (DNWB) and DELTA Infra. Both<br />
organisations, located in Goes, worked towards a merger. On 1 January <strong>2013</strong>, both<br />
companies were merged under the name DELTA Netwerkgroep. The organisational<br />
change was required to achieve greater synergy and efficiency. It was a successful<br />
merger. The number of disruption minutes in Zeeland stayed low, once again, compared<br />
to the national average.<br />
From 2 to 1<br />
DELTA Netwerkbedrijf (DNWB) has its own status<br />
within DELTA that is determined in law. As a grid<br />
administrator, DNWB ensures safe, reliable and<br />
efficient management of the gas and electricity grids.<br />
DELTA Infra takes care of the maintenance to these<br />
grids and constructs new provisions. Furthermore,<br />
DELTA Infra provides the maintenance of the water<br />
mains network and the cable network in the southwest<br />
of the Netherlands. DELTA Infra also provides services<br />
to clients including industrial clients and clients from<br />
outside the region.<br />
DNWB and DELTA Infra have had a good year. The<br />
Consumer & Market Authority announced at the beginning<br />
of October <strong>2013</strong> that grid administrators should greatly<br />
reduce the tariffs charged to consumers for the transport of<br />
energy over the next three years. In <strong>2013</strong>, fewer new home<br />
connections were installed which was a consequence of<br />
the faltering housing market. However, DELTA Infra did<br />
manage to acquire some new contracts. It constructed a<br />
new transformer substation at the Zeeland Refinery in<br />
Vlissingen-Oost. It was delivered on time, within budget<br />
and without any accidents. Furthermore, DELTA Infra<br />
made an important contribution to the World Class Wind<br />
Turbine Maintenance project in <strong>2013</strong>. In this project by the<br />
Dutch Institute World Class Maintenance (DI-WCM) 23<br />
large and small companies, knowledge institutions and<br />
schools are working together on an independent, highquality<br />
maintenance programme for wind turbines.<br />
Reliability of Supply<br />
As in previous years, reliability of supply was good. Minutes<br />
of disruption was below the previously set standard and<br />
well below the national average.<br />
<strong>Annual</strong> Electricity Outage Time<br />
DNWB DNWB National<br />
Realisation<br />
Standard<br />
<strong>2013</strong> 17.6 21 22.4 (provisional)<br />
2012 19.4 21 26.0<br />
Yearly disruption (in minutes) = average outage time (in<br />
minutes) x outage frequency<br />
Goes Redesign<br />
In <strong>2013</strong>, a lot of attention was given to preparations for the<br />
merger of DNWB and DELTA Infra into DELTA<br />
Networkgroep – Redesign Goes. The merger means that<br />
clients get better and faster service and DELTA Infra can<br />
adopt even more competitive prices. Redesign Goes went<br />
smoothly. We carefully checked whether the merger would<br />
be legally permitted. Almost all of the employees made<br />
redundant were redeployed elsewhere within the company.<br />
Work processes were coordinated and at the end of <strong>2013</strong> a<br />
process was started to create a shared culture and identity.<br />
The 2012 employee satisfaction survey showed that older<br />
employees in particular are sometimes more sensitive to<br />
stress at work. Various workshops were held with<br />
employees in <strong>2013</strong> in which problem-solving approaches<br />
were actively sought.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 41
Unbundling Act<br />
The discussion around the independence of grid operation,<br />
The Unbundling Act was followed with great interest in<br />
<strong>2013</strong>. DELTA is taking legal action against this unbundling<br />
of ownership. The European Court of Justice dealt with the<br />
case in <strong>2013</strong>. The Dutch Supreme Course must now give<br />
its final opinion. PwC performed a study in <strong>2013</strong> at the<br />
request of DELTA N.V. into what the introduction of the<br />
independent grid management act has delivered. By doing<br />
this, DELTA wants to add to a discussion that has been<br />
ongoing about the advantages and disadvantages of<br />
unbundling. The study was mainly focused on ownership<br />
unbundling: the ban on grid administrators on the one hand<br />
and producers, traders and electricity and gas suppliers, on<br />
the other hand, to belong to the same legal group. The<br />
study endorses DELTA’s position that extensive<br />
implementation of the Dutch policy is not required for a<br />
well-functioning energy market.<br />
Digital Applications<br />
The government has decided that by 2020 all current gas<br />
and electricity meters will be replaced by smart meters. The<br />
smart meters can be read at a distance. They enable<br />
clients to have a better understanding of their energy<br />
consumption without a meter reader or a meter card. In<br />
Zeeland, around 200,000 smart meters must be installed<br />
before 2020. DELTA made a small-scale start on this from<br />
1 January 2012. In <strong>2013</strong>, almost 30,000 smart meters were<br />
installed in customers’ homes. The large-scale rollout<br />
begins in 2014.<br />
Number of smart meters (gas and electricity) installed<br />
in <strong>2013</strong><br />
Target<br />
Result<br />
Number of smart meters 27,400 29,200<br />
Smart Meter App<br />
DELTA Networkbedrijf introduced a special new app in<br />
<strong>2013</strong> for clients with a smartphone. This free app allows<br />
clients to check, 24/7, whether there has been a<br />
breakdown in the electricity or gas network in Zeeland and<br />
the cause.<br />
In January it was revealed in London that DNWB had won<br />
a European Innovation Award for the mobile app<br />
SMARAPP (Smart Meter Administrative Rollout<br />
Application). The app helps technicians from DNWB to<br />
more efficiently process information when fitting smart<br />
meters. Administration and recording of address details,<br />
meter readings and serial numbers when fitting smart<br />
meters has so far been done manually with the help of a<br />
laptop. This method is liable to errors, takes time and for<br />
this reason is more expensive.<br />
Thanks to SMARAPP, the implementation of this process<br />
can be almost fully automated. The app was awarded a<br />
prize in the Rollout Innovation <strong>2013</strong> category.<br />
Sustainable operations<br />
DELTA network company and DELTA Infra made<br />
operational processes more sustainable in many ways<br />
during <strong>2013</strong>. New, more efficient company cars were<br />
acquired. The replacement of the fleet delivered a saving of<br />
5,761 kg CO 2. This continues with the expectation of a total<br />
saving in coming years of 37,443 kg CO 2. Employees of<br />
DNWB and DELTA Infra who spend a lot of time on the<br />
road were offered a course in defensive driving techniques<br />
in <strong>2013</strong>. This is expected to deliver a fuel saving of<br />
approximately five per cent.<br />
Safe for people and the environment<br />
In <strong>2013</strong>, DELTA implemented preventative measures<br />
across the group to promote safety, such as workplace<br />
inspections. In order to further raise awareness for safety<br />
for DNWB and DELTA Infra employees, all external<br />
employees of DELTA Infra obtained the DEKRA certificate<br />
Safety Conscious Person in the Energy Industry.<br />
Furthermore, a policy statement was prepared and signed<br />
by the management team with the title ‘Ik werk veilig of ik<br />
werk niet’ (I work safely or I don’t work). The statement<br />
contains ten safety rules that apply to all employees at<br />
DNWB and DELTA Infra. The rules will be annually<br />
reviewed and updated where necessary. They are part of<br />
the results-oriented arrangements cycle under which every<br />
employee will commit to the rules.<br />
DNWB and DELTA Infra Top 10 Safety Rules<br />
1. Whenever I start a job, I think about safety<br />
and review the consequences of my actions<br />
before I begin<br />
2. I flag unsafe behaviour, speak to others and<br />
others can speak to me<br />
3. I make safety open for discussion<br />
4. I play an exemplary role when it comes to<br />
safety<br />
5. I use the required personal protective<br />
equipment and approved tools<br />
6. I am personally responsible for creating<br />
safe working conditions<br />
7. I keep my workplace clean and organised<br />
and avoid damage to the environment<br />
8. I respect others and act on the basis of<br />
openness and sincerity<br />
9. I am willing to admit any errors I have<br />
made and to learn from these<br />
10. I always choose safety first in the event of<br />
doubt<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 42
A lot of use was made of the reporting system for unwanted<br />
HSE situations on the intranet in <strong>2013</strong>. In this system, all<br />
HSE related are recorded and reviewed with a view to<br />
improvement. 384 learning opportunities were recorded in<br />
<strong>2013</strong>. This is considerably more than the previously set<br />
target of 200. The number of accidents leading to absence<br />
from work per million hours worked (LTIR) was 6.52 in<br />
<strong>2013</strong>. Unfortunately the target of 5 was not reached. 15<br />
environment-related reports were made.<br />
Number of incidents and submitted learning opportunities<br />
to DNWB and DELTA Infra<br />
Incidents with absence 5<br />
Incidents without absence 7<br />
Incidents with adapted work<br />
1 (third party)<br />
Incidents with material damage 23<br />
Learning opportunities/suggested<br />
improvements 348<br />
In <strong>2013</strong>, DNWB as a legal operator of the electricity and<br />
gas networks in Zeeland was under the supervision of the<br />
Consumer & Markets Authority and the government<br />
inspectorate, State Supervision of Mines (SodM).<br />
Furthermore, various certification audits took place. These<br />
all proceeded well.<br />
Overview of the Achieved and Stopped<br />
Accreditations/Certifications<br />
Retained<br />
DNWB:<br />
• ISO 9001<br />
• ISO 27001<br />
• NTA8120<br />
DELTA Infra:<br />
• ISO 9001<br />
• VCA **<br />
• CKB<br />
• Meterpool<br />
Stopped<br />
DNWB:<br />
VCO - This was because DNWB and<br />
Delta Infra were subsumed into one<br />
organisation. As a result this<br />
certification for DNWB as a client of<br />
Infra was unnecessary. However,<br />
important elements from VCO were<br />
preserved within the operation of the<br />
new DELTA Networkgroep.<br />
New Growth<br />
In order to be able to obtain well trained technical<br />
personnel in the future, DELTA Infra started its own twoyear<br />
vocational training course in partnership with the<br />
training company InstallatieWerk Brabant-Zeeland and<br />
Markiezaat College in Bergen op Zoom: the DELTA Infra<br />
Vocational Training Course (DIVO). Once again in <strong>2013</strong>, a<br />
number of new students also started this on the job training<br />
so that the old guard will be able to pass on their<br />
knowledge in time to the young service technicians in the<br />
making. Once again, a number of work-experience places<br />
at DNWB and DELTA Infra were available for people at a<br />
distance from the employment market.<br />
Future<br />
DNWB and DELTA Infra B.V. were merged into the DELTA<br />
Network Group (DNWG) on 1 January 2014. The relatively<br />
small organisation makes it possible to switch over rapidly<br />
and anticipate market changes. DNWG is and remains a<br />
smart follower. Its limited scale means that it is not possible<br />
to lead in the area of innovation. However, DNWG tries to<br />
follow trends and innovations with a view to increasing the<br />
reliability of its services. The grid requirements in the<br />
Netherlands will change in the future. Energy generation is<br />
becoming ever more decentralised, sometimes taking place<br />
at the client’s premises. Examples of this are energy<br />
generation using solar panels or wind turbines. However,<br />
the existing grid was constructed to take energy to the<br />
client. It travels at 380 kV, along medium voltage and low<br />
voltage networks to the client’s front door. The changes are<br />
placing great demands on the infrastructure. The grid is<br />
being more intensively used and there is now two-way<br />
traffic. Consequently, it is becoming increasingly more<br />
complicated to balance the demand and supply of<br />
electricity and ways must be found to store energy. DELTA<br />
is already playing a part in these future developments and<br />
is reflecting on the great modifications that will need to take<br />
place in the network in its in long-term planning.<br />
Furthermore, DELTA takes part in local initiatives for<br />
decentralised energy generation within the regulated<br />
frameworks. One example of this is The Test Bed in Goes<br />
in which DNWB and DELTA together with a contractor and<br />
a housing association are experimenting on energy<br />
provision for the future.<br />
‘The network<br />
requirements in the<br />
Netherlands are<br />
changing.<br />
Energy generation is<br />
becoming increasingly<br />
decentralised.’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 43
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 44
Waste Management<br />
1.11<br />
Waste Managment<br />
DELTA’s company activities in the area of waste management and processing have<br />
been brought together in the subsidiary Indaver N.V. DELTA has a 75% interest as a<br />
shareholder. Indaver provides high-quality, sustainable solutions to waste<br />
management for industrial companies and government authorities.<br />
Indaver has enjoyed a good year. The company achieved a<br />
turnover of EUR 520 million and recorded a high net profit.<br />
Revenue and sales were well divided across the four most<br />
important regions where the company is active: The<br />
Netherlands, Belgium, Germany and Ireland. Indaver has<br />
therefore become an important European operator in the<br />
waste processing market.<br />
The market in which Indaver operates went through<br />
difficulties in <strong>2013</strong>. This led to intense pressure on price,<br />
mainly due to cost-saving measures that major government<br />
clients had to take. However, Indaver withstood this well<br />
and was able to expand its client base. An attempt to take<br />
over the Dutch waste processing company Attero failed.<br />
Indaver met its waste management targets in the<br />
Netherlands, Belgium and Ireland. In Germany, it met part<br />
of its targets. Several facilities in Germany had to deal with<br />
reduced availability due to technical problems. Alongside<br />
this, there was a lower supply of industrial waste from<br />
Southern Europe at Indaver in Germany, where facilities for<br />
processing industrial waste are mainly located. An action<br />
plan was drawn up in order to bring order to the facilities<br />
and achieve a higher supply, which had begun to show the<br />
first positive results at the end of <strong>2013</strong>.<br />
Indaver Connects too<br />
For Indaver, <strong>2013</strong> was characterised by further<br />
consolidation. The company succeeded in depicting<br />
Indaver as a strong brand in all of the regions in which it is<br />
active. All of the business divisions now operate under the<br />
name Indaver. In addition, the various business divisions<br />
are working more and more according to the Indaver way<br />
of thinking. The rights and obligations of the company<br />
divisions towards the group and vice-verse are clearly<br />
shown in a cooperation agreement. The underlying work<br />
agreements between the various business divisions have<br />
also been included in that cooperation agreement.<br />
Furthermore, an integrated management system was<br />
introduced for the entire Indaver group so that all of the<br />
business divisions are working with a similar leadership<br />
style. This is based around three Cs:<br />
Care: running a business with respect for people<br />
Connect: running a business with a team<br />
Coach: helping each other to achieve targets.<br />
Sustainable Solutions<br />
Indaver wants to be at the forefront of sustainable waste<br />
management and it worked hard in <strong>2013</strong> on making its own<br />
business processes and those of its clients more<br />
sustainable. It is difficult for Indaver to formulate targets for<br />
reducing CO 2 emissions because these emissions depend<br />
greatly on the supply of waste that has to be processed.<br />
Therefore the company tried to do that for all of the waste<br />
that it processed in the most sustainable way. A basic<br />
principle behind this is maximum reuse of materials,<br />
without any loss of quality. Where this is not possible, a<br />
choice is made for waste-to-energy. Indaver wants to avoid<br />
returning polluting substances to the cycle. The company<br />
safely stores the residues of hazardous waste products that<br />
cannot be processed so that these do not endanger people<br />
and the environment.<br />
Two Concepts of Service<br />
Indaver offers two concepts of service. In the Industrial &<br />
Hazardous waste segment, the company is taking a<br />
leading role in the market in North-West Europe with the<br />
Total Waste Management concept and thermal treatment<br />
of hazardous waste. That concept means that a total<br />
package is offered that starts with advice and prevention of<br />
waste and ends with processing and if required, the full<br />
operation of facilities. As much material is recovered as<br />
possible using a variety of facilities. Public Waste<br />
Partnerships is the service concept in which the market for<br />
household and comparable company waste is approached.<br />
Indaver is a major partner in this area for governments in<br />
Belgium, the Netherlands and Ireland. The most important<br />
processing methods in this segment are recycling and<br />
incineration combined with energy production.<br />
‘Indaver is always<br />
looking for the most<br />
sustainable way<br />
to process waste<br />
products’<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 45
In <strong>2013</strong>, approximately 40% of the processed waste<br />
products were reused without any loss in quality. 40% of<br />
waste products were converted into energy, where 50% of<br />
this was green energy and 20% was processed (destroyed<br />
or stored). The heat generated during the processes is<br />
reused at many sites, for instance by channelling heat to<br />
nearby companies. In <strong>2013</strong>, a fermentation facility for the<br />
sustainable processing of household green and garden<br />
waste was started on an existing the compost site in<br />
Alphen aan den Rijn. Fermentation enables biogas to be<br />
produced from wet organic waste streams. At Alphen aan<br />
den Rijn the biogas is converted into green gas that has<br />
the same quality as natural gas. The green gas is fed into<br />
the natural gas network. The site with the digester and<br />
composter has a capacity of 75 Kilotons per year and will<br />
produce around 4 million m 3 of green gas each year.<br />
Safety Efforts<br />
In <strong>2013</strong>, Indaver made substantial investments in safety,<br />
mainly through the deployment of an extensive safety<br />
campaign. This aimed to further raise awareness of safety<br />
among employees and contractors. It was a success.<br />
Safety performance in <strong>2013</strong> was good. Unfortunately there<br />
was a fatal accident at the beginning of <strong>2013</strong> at the Indaver<br />
site in Beveren, Belgium. As a result of this sad incident,<br />
Indaver has pressed the sector for tighter safety measures.<br />
Future<br />
Indaver will continue to look for new solutions to waste<br />
management in the coming years. The company stands<br />
apart from its competitors due to its ability to offer custom<br />
solutions to clients on a project basis using its highly<br />
qualified personnel and innovative assets. In 2014 the<br />
focus will be on looking with clients for efficiency gains. It<br />
will strive to run all of its facilities at full capacity and to<br />
further expand its client base. Alongside this, Indaver is<br />
bringing its financing structure in line with the strategic<br />
targets for the future.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 46
1.12<br />
Executive Board Statement<br />
Executive Board<br />
Statement<br />
In control statement<br />
As the Executive Board of DELTA, we are responsible for<br />
the structure and effective operation of our system of risk<br />
management and internal control: the DELTA Internal<br />
Control Framework (DICF). We have evaluated the set-up<br />
and operation over <strong>2013</strong> partly on the basis of the<br />
Management in Control Statements from the divisions, the<br />
Internal Audit reports and the statement from the external<br />
auditor.<br />
Taking risks is inextricably linked to running a company and<br />
when implementing an expansion strategy. The DICF<br />
enables DELTA to recognise business risks, to take control<br />
and actively monitor these risks and, where necessary,<br />
take appropriate action. We are striving to reduce as far as<br />
possible the chance and impact of errors, incorrect<br />
decisions and unforeseen circumstances. We realise that<br />
this does not offer absolute certainty for achieving our<br />
business targets, or that this can entirely prevent all<br />
inaccuracies, loss, fraud and breaches of rules and<br />
regulations.<br />
Directors’ Statements<br />
As far as we are aware the financial statements provide:<br />
A reliable picture of the assets, liabilities, financial<br />
position and the profits of DELTA N.V.;<br />
The additional information as included in this annual<br />
report, a good view of the situation on 31 December<br />
<strong>2013</strong> and the course of affairs during the <strong>2013</strong><br />
financial year of DELTA N.V.;<br />
The actual risks that DELTA N.V. could face have<br />
been described in the Opportunities and Risks chapter<br />
in this annual report.<br />
Middelburg, 26 March 2014<br />
Arnoud Kamerbeek, CEO<br />
Frank Verhagen, CFO<br />
As part of the <strong>2013</strong> financial statement audit, the external<br />
auditor assessed the structure, existence and operation of<br />
internal control measures focused on financial reporting.<br />
The external auditor reported his findings to the Executive<br />
Board, the Audit Committee and the Supervisory Board. In<br />
consideration of the above, the Executive Board is of the<br />
opinion that the risk management and internal controls<br />
worked satisfactorily during <strong>2013</strong> and gives a reasonable<br />
degree of certainty that the financial statements on the<br />
reporting year do not contain any material inaccuracies.<br />
The Executive Board will also supervise the further<br />
strengthening and professionalisation of DICF in 2014.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 47
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 48
2 Financial statements for <strong>2013</strong><br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 49
Contents<br />
Financial statements for <strong>2013</strong> 49<br />
Consolidated balance sheet as at 31 December <strong>2013</strong> 51<br />
Consolidated income statement 52<br />
Consolidated statement of comprehensive income 53<br />
Consolidated statement of changes in equity 54<br />
Consolidated cash-flow statement 55<br />
Accounting policies 56<br />
Notes to the consolidated balance sheet 79<br />
Notes to the consolidated income statement 116<br />
Notes to the consolidated cash-flow statement 127<br />
Post-balance-sheet events 128<br />
Consolidated companies 129<br />
Non-consolidated companies 131<br />
Company financial statements for <strong>2013</strong> 133<br />
Company income statement 135<br />
Notes to the company financial statements 136<br />
Notes to the company balance sheet 137<br />
Notes to the company income statement 145<br />
Other information on the <strong>2013</strong> financial statements 147<br />
Profit appropriation 147<br />
Independent auditor’s report 148<br />
DELTA in financial figures, consolidated 149<br />
DELTA in key figures 150<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 50
Consolidated balance sheet as at 31 December <strong>2013</strong> (before profit<br />
appropriation)<br />
(EUR 1,000) Ref. no. 31-12-<strong>2013</strong> 31-12-2012 A 01-01-2012 A<br />
Non-current assets<br />
Intangible assets 1 473,189 480,919 489,454<br />
Property, plant and equipment 2 1,783,584 1,780,017 1,810,100<br />
Joint ventures, associates and other investments 3 412,522 391,642 402,353<br />
Loans to joint ventures, associates, etc. 4 15,366 14,352 14,370<br />
Deferred tax assets 4 90,670 89,094 95,246<br />
Other financial assets 4 89,725 78,281 11,881<br />
Derivatives 5 88,080 101,402 68,007<br />
Financial assets 696,363 674,771 591,857<br />
Total non-current assets 2,953,136 2,935,707 2,891,411<br />
Current assets<br />
Inventories 6 87,445 87,212 72,691<br />
Trade receivables 7 384,408 371,275 395,247<br />
Current tax assets 7 24,814 1,815 6,583<br />
Other receivables 7 52,760 81,579 47,002<br />
Derivatives 5 141,856 137,165 230,250<br />
Total receivables 603,838 591,834 679,082<br />
Assets held for sale 24 143 1,743 2,647<br />
Total current assets 691,426 680,789 754,420<br />
Cash 8 174,115 194,068 257,545<br />
Total assets 3,818,677 3,810,564 3,903,376<br />
Shareholders’ equity 1,093,289 1,051,656 1,046,221<br />
Profit for the year 74,788 80,963 82,690<br />
Equity attributable to shareholders of DELTA N.V. 1,168,077 1,132,619 1,128,911<br />
Non-controlling interests 45,352 52,521 53,570<br />
Group equity 1,213,429 1,185,140 1,182,481<br />
Provisions 9 592,393 633,409 597,531<br />
Pension liabilities 9 31,322 27,012 16,763<br />
Long-term debt 10 616,361 630,024 798,459<br />
Deferred tax liabilities 11 60,689 53,705 59,028<br />
Deferred revenue 11 87,381 77,286 70,999<br />
Other non-current liabilities 11 198,578 198,117 37,840<br />
Derivatives 5 115,839 137,635 104,838<br />
Non-current liabilities 1,702,563 1,757,188 1,685,458<br />
Trade payables 12 341,048 303,614 332,507<br />
Current tax liabilities 12 100,548 88,574 73,279<br />
Deferred revenue 12 15,130 19,391 19,911<br />
Current portion of provisions 12 15,301 12,254 15,876<br />
Other liabilities 12 148,344 170,078 257,117<br />
Bank borrowings 12 120,998 125,803 101,762<br />
Derivatives 5 160,555 146,861 230,535<br />
Subtotal current liabilities 901,924 866,575 1,030,987<br />
Liabilities held for sale 24 761 1,661 4,450<br />
Current liabilities 902,685 868,236 1,035,437<br />
Total equity and liabilities 3,818,677 3,810,564 3,903,376<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 51
Consolidated income statement<br />
(EUR 1,000) Ref. no. <strong>2013</strong> 2012 A<br />
Revenue 13 2,103,593 2,167,709<br />
Cost of sales 14 (1,317,921) (1,341,936)<br />
Gross operating margin 785,672 825,773<br />
Other gains and losses 15 24,676 39,375<br />
Fair value gains and losses on the trading portfolio 16 (683) (5,002)<br />
Gross margin 809,665 860,146<br />
Third-party services 17 287,786 302,410<br />
Staff costs 18 256,725 243,146<br />
Depreciation, amortisation and impairment 19 174,262 208,970<br />
Other operating expenses 20 9,337 28,664<br />
Total net operating expenses 728,110 783,190<br />
Earnings from operations 81,555 76,956<br />
Share in results of joint ventures and associates 21 41,548 73,245<br />
Operating result 123,103 150,201<br />
Net finance income (expense) 22 (39,584) (32,184)<br />
Profit before tax 83,519 118,017<br />
Corporate income tax 23 (3,278) (28,847)<br />
Profit after tax from continuing operations 80,241 89,170<br />
Profit after tax from discontinued operations 24 (705) (1,385)<br />
Profit for the year 79,536 87,785<br />
Attributable to:<br />
Non-controlling interests 4,748 6,822<br />
Shareholders of DELTA N.V. 74,788 80,963<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 52
Consolidated statement of comprehensive income<br />
(EUR 1,000) <strong>2013</strong> 2012 A<br />
Profit after tax for the year 79,536 87,785<br />
Other comprehensive income:<br />
- items that will not be reclassified subsequently to income statement<br />
Remeasurements of defined benefit obligations<br />
Remeasurements of defined benefit obligations (3,409) (9,850)<br />
(Deferred) corporate income tax 1,000 3,162<br />
(2,409) (6,688)<br />
Total of other comprehensive income (2,409) (6,688)<br />
that will not be reclassified subsequently to income statement<br />
- items that may be reclassified subsequently to income statement<br />
Effective portion of gains and losses on cash flow hedges<br />
Energy derivatives (14,737) 3,706<br />
Reclassification adjustments 2,112 177<br />
(12,625) 3,883<br />
Interest rate derivatives 22,011 (3,209)<br />
Reclassification adjustments (9,235) (3,831)<br />
12,776 (7,040)<br />
(Deferred) corporate income tax (97) 713<br />
54 (2,444)<br />
Share of other comprehensive income of<br />
joint ventures and associates<br />
Share of other comprehensive income of<br />
joint ventures and associates 2,597 (7,603)<br />
Reclassification adjustments - -<br />
2,597 (7,603)<br />
(Deferred) corporate income tax - -<br />
2,597 (7,603)<br />
Translation reserve differences<br />
Translation reserve differences (10) 4<br />
Reclassification adjustments - -<br />
(10) 4<br />
(Deferred) corporate income tax - -<br />
(10) 4<br />
Other movements<br />
Other movements - -<br />
Reclassification adjustments - (22,891)<br />
- (22,891)<br />
(Deferred) corporate income tax - -<br />
- (22,891)<br />
Other comprehensive income of assets held for sale - -<br />
Total other comprehensive income that may be reclassified<br />
subsequently to income statement 2,641 (32,934)<br />
Totaal other comprehensive income 232 (39,622)<br />
Total comprehensive income 79,768 48,163<br />
Total comprehensive income attributable to:<br />
Non-controlling interests 4,310 4,455<br />
Shareholders of DELTA N.V. 75,458 43,708<br />
For an explanation of the changes in energy and interest-rate derivatives, see Section 5.<br />
The adjustment due to IAS 19 (amended) relates entirely to changes at Indaver N.V.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 53
Consolidated statement of changes in equity<br />
(EUR 1,000)<br />
Total<br />
Paid-up<br />
capital<br />
Statutory<br />
reserve<br />
Hedge<br />
reserve<br />
Revaluation<br />
reserve<br />
Other<br />
reserves<br />
Unappropriated<br />
profit<br />
Non-controlling<br />
interests<br />
Carrying amount as at 31 December 2011 1,179,820 6,937 202,007 (6,044) 23,115 942,546 (42,832) 54,091<br />
Adjustment due to IAS 19 2,661 3,182 (521)<br />
Adjustment due to IFRS 11 - 24,628 (24,628)<br />
Carrying amount as at 31 December 2011 1,182,481 6,937 226,635 (30,672) 23,115 945,728 (42,832) 53,570<br />
Profit appropriation for 2011 - - - - - (42,832) 42,832 -<br />
Payment of dividend<br />
Other changes<br />
Transfer to liabilities due to put options<br />
Total comprehensive income<br />
(40,000) - - - - (40,000) - -<br />
- - (1,849) - - 1,849 - -<br />
(5,504) - - - - - - (5,504)<br />
48,163 - (6,084) (3,645) (23,115) (4,411) 80,963 4,455<br />
Profit appropriation for 2012 - - 7,126 - - - (7,126) -<br />
Carrying amount as at 31 December 2012 1,185,140 6,937 225,828 (34,317) - 860,334 73,837 52,521<br />
Profit appropriation for 2012 - - - - - 73,837 (73,837) -<br />
Payment of dividend<br />
Other changes<br />
Transfer to liabilities due to put options<br />
Total comprehensive income<br />
(40,000) - - - - (40,000) - -<br />
(4,900) - - - - - - (4,900)<br />
(6,579) - - - - - - (6,579)<br />
79,768 - 2,603 (341) - (1,592) 74,788 4,310<br />
Profit appropriation for <strong>2013</strong> - - (13,565) - - - 13,565 -<br />
Carrying amount as at 31 December <strong>2013</strong> 1,213,429 6,937 214,866 (34,658) - 892,579 88,353 45,352<br />
The statutory reserve relates to the undistributed profits of joint operations, joint ventures and<br />
associates. The statutory reserve is therefore not freely distributable. This applies equally to the hedge<br />
reserve, which should be seen in relation to the unrealised income from the change in fair value of the<br />
derivatives used for hedging purposes.<br />
The changes in the fair value of derivatives after tax are part of the hedge reserve (which is a nondistributable<br />
reserve). For further explanation, see Section 5 ‘Basis of recognition and measurement of<br />
financial instruments’ and 5.1.3 of the ‘Notes to the consolidated balance sheet’.<br />
The 'Other reserves' item consists primarily of retained profit.<br />
The transfer to liabilities due to put options in <strong>2013</strong> relates to the third-party minority interest in Indaver<br />
N.V. A put option, which is recognised in the non-current liabilities, has been granted to these<br />
shareholders, who hold 25% of the Indaver N.V. shares.<br />
The non-controlling interests in the consolidated equity of DELTA mainly concerns the interest held by<br />
NEIF (NIBC European Infrastructure Fund) in the German waste processing company Indaver<br />
Deutschland GmbH.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 54
Consolidated cash-flow statement<br />
(EUR 1,000) <strong>2013</strong> 2012 A<br />
From operating activities<br />
Earnings from operations 81,555 76,956<br />
Fair value gains and losses on the trading portfolio 682 5,002<br />
Adjustment for deferred income 2,263 3,776<br />
Depreciation, amortisation and impairment 174,262 208,970<br />
Provisions (62,657) (21,876)<br />
Inventories (4,038) (10,919)<br />
Trade receivables (13,133) 23,972<br />
Trade payables 37,434 (28,893)<br />
Other receivables/payables 8,823 (5,062)<br />
Other (3,812) 128<br />
From operating activities 221,379 252,054<br />
Cash flows arising from dividends received from joint ventures and associates 33,975 46,205<br />
Cash flows from finance income and expense (20,991) (12,604)<br />
Cash flows from taxes on profits (9,728) (18,533)<br />
Cash flow from operating activities 224,635 267,122<br />
From investing activities<br />
Acquisition and disposal of intangible assets and property, plant and<br />
equipment (after deduction of cash acquired) (167,751) (141,071)<br />
Acquisition of investments in subsidiaries and associates and<br />
interests in joint ventures (after deduction of cash disposed) (10,765) (2,739)<br />
Disposal of investments in subsidiaries and associates and interests<br />
in joint ventures (77) 22,735<br />
Other financial assets (8,610) (65,462)<br />
Kasstroom uit investeringsactiviteiten (187,203) (186,537)<br />
From financing activities<br />
Bank borrowings (4,805) 24,041<br />
Long-term liabilities 47,257 239,722<br />
Paying off borrowings (59,837) (367,825)<br />
Dividend payments (40,000) (40,000)<br />
Cash flow from financing activities (57,385) (144,062)<br />
Evolvement cash flow during the year (19,953) (63,477)<br />
Cash as at 1 January 194,068 257,545<br />
Evolvement cash position during the year (19,953) (63,477)<br />
Cash as at 31 December 174,115 194,068<br />
Free cash flow before dividend 37,432 80,585<br />
Movement net debt (2,568) 40,585<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 55
Accounting policies<br />
DELTA N.V. is a public limited liability company formed under Dutch law, and is the parent company of<br />
a number of subsidiaries active in:<br />
electricity generation and the transportation and supply of energy<br />
environmental services concerned with waste management<br />
the provision of cable services for both analogue and digital television as well as for internet and<br />
digital telephony via cable<br />
the development and production of sustainable energy using wind power<br />
water operations<br />
The group also has interests in a number of joint arrangements, associates and other investments.<br />
The owners of DELTA N.V. are the provincial authority of Zeeland, the municipalities of Zeeland, certain<br />
municipalities in Zuid-Holland and Noord-Brabant and the provinces of Zuid-Holland and Noord-<br />
Brabant.<br />
DELTA N.V. has its registered offices at Poelendaelesingel 10, Middelburg, in accordance with its<br />
articles of association.<br />
The following changes occurred in the consolidation in <strong>2013</strong>:<br />
1. PVNED UK Ltd was established on 1 February <strong>2013</strong>.<br />
2. DELTA Mourik Industrial Services vof was liquidated on 22 April <strong>2013</strong>.<br />
3. Partners Vliegveld Zeeland B.V. was liquidated on 1 July <strong>2013</strong>; as of 27 June <strong>2013</strong>, DELTA has a<br />
direct stake in Zeeland Airport B.V.<br />
4. DELTA Personeel B.V. was established on 9 July <strong>2013</strong>.<br />
5. Zeeuwgrond B.V. was sold on 15 August <strong>2013</strong>.<br />
6. Vedis Reiniging B.V. was wound up on 20 December <strong>2013</strong>.<br />
7. DELTA COM B.V. was established on 30 December <strong>2013</strong>.<br />
DELTA Comfort B.V. was transferred from DELTA Energy B.V. to DELTA COM B.V. with effect<br />
from 31 December <strong>2013</strong>. This means that both DELTA Energy B.V. and DELTA Comfort B.V. are<br />
now direct subsidiaries of DELTA COM B.V.<br />
As of 31 December <strong>2013</strong>, DELTA Infra B.V. is a direct subsidiary of Zeeuwse Netwerkholding N.V.<br />
8. The names of various subsidiaries of Indaver Nederland B.V. as recorded in the articles of<br />
association have been amended following the legal merger of Indaver Nederland B.V. and DELTA<br />
Milieu B.V. on 1 January <strong>2013</strong>.<br />
The functional currency is the euro. Unless otherwise stated, all amounts are presented in thousands of<br />
euros.<br />
DELTA N.V. availed itself of the option in Part 9, Book 2, of the Dutch Civil Code to prepare the<br />
company’s financial statements in accordance with the IFRS accounting policies used in the<br />
consolidated financial statements with the exception of the equity-accounted subsidiaries, joint<br />
operations, joint ventures and associates. The company income statement is presented in abridged<br />
form in accordance with Article 402, Title 9, Book 2, of the Dutch Civil Code.<br />
The Supervisory Board signed these <strong>2013</strong> financial statements on 26 March 2014 and released them<br />
for publication. The Supervisory Board will present the financial statements to the General Meeting of<br />
Shareholders for adoption on 16 May 2014.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 56
1A. Compliance with IFRS and summary of changes in IFRS<br />
recognition and measurement rules<br />
The company’s consolidated financial statements have been drawn up in compliance with the<br />
International Financial <strong>Report</strong>ing Standards (IFRS) issued by the International Accounting Standards<br />
Board (IASB) and the interpretations issued by the IFRS Interpretations Committee (IFRS IC) of the<br />
IASB, as endorsed by the European Commission (EC) up to year-end <strong>2013</strong>.<br />
New standards, interpretations or supplements/improvements in relation to the previous financial year<br />
were issued by the IASB and approved by the European Commission for adoption within the European<br />
Union in <strong>2013</strong>. Those changes not yet adopted by the EC are not discussed.<br />
1A.1 DELTA applied the following new standards and improvements in its financial statements<br />
for <strong>2013</strong>.<br />
1) Amendments to IAS 1, Presentation of Financial Statements – Presentation of Items of Other<br />
Comprehensive Income<br />
The objective of the amendments to IAS 1 is to make the presentation of the increasing number<br />
of items of other comprehensive income clearer, and to assist the users of financial statements<br />
in distinguishing between the items of other comprehensive income that can be reclassified<br />
subsequently to profit or loss, and those that will never be reclassified to profit or loss.<br />
2) Amendments to IAS 19, Employee Benefits<br />
The amendments to IAS 19 should help users of financial statements better understand how<br />
defined benefit plans affect an entity’s financial performance and cash flows.<br />
The main changes are:<br />
a) Elimination of an option to defer the recognition of gains and losses, known as the ‘corridor<br />
method’. Presentation of changes in assets and liabilities arising from defined benefit plans,<br />
including requiring remeasurements in other comprehensive income,<br />
b) Introduction of net interest on the net defined benefit liability (asset) and in consequence<br />
elimination of the expected return on assets. The net interest is based on the IAS 19<br />
discount rate and the (un)funded status,<br />
c) In general it became easier under the amended IAS 19 to classify a pension plan as a<br />
defined contribution plan,<br />
d) In determining the pension liabilities, items such as risk sharing or shared financing can also<br />
be taken into account.<br />
3) IAS 12, Income Taxes – deferred taxes: recovery of underlying assets.<br />
The objective of the amendments to IAS 12 is to introduce an exception to the measurement<br />
principle in IAS 12 in the form of a rebuttable presumption that assumes that the carrying<br />
amount of an investment property measured at fair value would be recovered through sale and<br />
an entity would be required to use the tax rate applicable to the sale of the underlying asset.<br />
4) IFRS 13, Fair Value Measurement<br />
IFRS 13 sets out a single IFRS framework for measuring fair value and provides comprehensive<br />
guidance on how to measure the fair value of both financial and non-financial assets and<br />
liabilities. IFRS 13 applies when another IFRS requires or permits fair value measurement or<br />
disclosures about fair value measurements.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 57
5) Amendments to IFRS 7, Financial Instruments: Disclosures – Offsetting Financial Assets and<br />
Financial Liabilities<br />
The amendment to IFRS 7 aims to ensure the provision of additional quantitative information in<br />
order to allow the users to better compare and reconcile the disclosures under IFRS and the<br />
Generally Accepted Accounting Principles (GAAP) of the United States.<br />
6) IFRS 1: Amendments to IFRS 1, First-time adoption of International Financial <strong>Report</strong>ing<br />
Standards - Government loans<br />
The amendments to IFRS 1 deal with loans received from governments at below market interest<br />
rates and their objective is to give first-time adopters of IFRS relief from full retrospective<br />
application on transition to IFRS.<br />
7) <strong>Annual</strong> improvements to International Financial <strong>Report</strong>ing Standards, 2009-2011 Cycle<br />
Three of the improvements (namely Appendix D of IFRS 1 referring to borrowing costs, IAS 16<br />
referring to classification of servicing equipment and IAS 34 referring to segment information for<br />
total assets and liabilities) are clarifications or corrections of the respective standards. The other<br />
three improvements (namely IFRS 1 referring to repeated application of IFRS 1, IAS 1<br />
clarification of the requirements for comparative information and IAS 32 referring to the tax<br />
effect of distribution to holders of equity instruments) involve changes to the existing<br />
requirements or additional guidance on the implementation of those requirements.<br />
1A.2 The standards IFRS 10, IFRS 11, IFRS 12, IAS 27 (amended) and IAS 28 (amended) have<br />
been applied by DELTA with effect from the <strong>2013</strong> financial statements. They are<br />
explained below.<br />
1) IFRS 10, Consolidated Financial Statements<br />
The objective of IFRS 10 is to provide a single consolidation model that identifies control as the<br />
basis for consolidation for all types of entities. IFRS 10 replaces IAS 27 Consolidated and<br />
Separate Financial Statements and Interpretation SIC 12 Consolidation – Special Purpose<br />
Entities.<br />
2) IFRS 11, Joint Arrangements<br />
IFRS 11 establishes principles for the financial reporting by parties to a joint arrangement, and<br />
replaces IAS 31 Interests in Joint Ventures and Interpretation SIC 13 Jointly Controlled Entities<br />
– Non-monetary Contributions by Venturers.<br />
3) IFRS 12, Disclosure of Interests in Other Entities<br />
IFRS 12 combines, enhances and replaces the disclosure requirements for subsidiaries, joint<br />
arrangements, associates and unconsolidated structured entities.<br />
4) Amended IAS 27, Separate Financial Statements<br />
IAS 27 has been amended as a consequence of the new IFRS 10, IFRS 11 and IFRS 12.<br />
5) Amended IAS 28, Investment in Associates and Joint Ventures<br />
IAS 28 has been amended as a consequence of the new IFRS 10, IFRS 11 and IFRS 12.<br />
6) Amendments to IFRS 10, IFRS 11 and IFRS 12, Transition guidance<br />
The objective of the amendments in IFRS 10 Consolidated financial statements, IFRS 11 Joint<br />
arrangements and IFRS 12 Disclosure of interests in other entities is to clarify the IASB’s<br />
intention when first issuing the transition guidance in IFRS 10. The amendments also provide<br />
additional transition relief in IFRS 10, IFRS 11 and IFRS 12, limiting the requirement to provide<br />
adjusted comparative information to only the preceding comparative period. Furthermore, for<br />
disclosures related to unconsolidated structured entities, the amendments remove the<br />
requirement to present comparative information for periods before IFRS 12 is first applied.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 58
1A.3 The following standards and improvements have not yet been adopted by DELTA for the<br />
<strong>2013</strong> financial statements (they are officially applicable only from 1 January 2014 or later)<br />
1) Amendments to IAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and<br />
Financial Liabilities<br />
IAS 32 has been amended to provide additional guidance to reduce inconsistent application of<br />
the standard in practice. No material impact on the presented figures is anticipated due to the<br />
application of this amendment.<br />
2) Amendments to IFRS 10, IFRS 12, IAS 27 and IAS 28 – investment entities<br />
IFRS 10 Consolidated financial statements has been amended in order to better reflect the<br />
business model of investment entities. IFRS 10 requires that investment entities measure their<br />
subsidiaries at fair value through the profit or loss account rather than consolidate them. IFRS<br />
12 Disclosure of interests in other entities has been amended in order to require specific<br />
disclosure about such subsidiaries of investment entities. The amendments to IAS 27 Separate<br />
financial statements also removed the option for investment entities to measure investments in<br />
certain subsidiaries either at cost or at fair value in their separate financial statements. No<br />
impact on the presented figures is anticipated as there are no investment entities within the<br />
DELTA Group.<br />
3) Amendments to IAS 36, Impairment of assets<br />
The objective of the amendments is to clarify that the scope of the disclosures of information<br />
about the recoverable amount of assets, where that amount is based on fair value less cost of<br />
disposal, is limited to impaired assets. Application of this amendment to IAS 36 will have no<br />
impact on the presented figures.<br />
4) Amendments to IAS 39, Financial instruments: recognition and measurement – novation of<br />
derivatives and continuation of hedge accounting<br />
The objective of the amendments is to provide relief in situations where a derivative that has<br />
been designated as a hedging instrument is novated from one counterparty to a central<br />
counterparty as a consequence of laws or regulations. Such a relief means that hedge<br />
accounting can continue irrespective of the novation which, without the amendment, would not<br />
be permitted.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 59
1B. Principal changes in the valuation policy for the 2012<br />
balance sheet and income statement<br />
1B.1 IAS 19 (amended): Employee benefits<br />
In the amended IAS, the ‘corridor’ approach is no longer used and certain changes to the valuation of<br />
defined benefit plans are recognised in other comprehensive income.<br />
1B.2 IFRS 10, 11 and 12, and IAS 27 (amended) and 28 (amended): Classification of investments<br />
In view of the application for the first time of IFRS 10, 11 and 12, IAS 27 (amended) and 28 (amended),<br />
DELTA reassessed the investments within the group to ascertain how they should be recognised in the<br />
consolidated figures. It was concluded that a number of material investments should be classified as<br />
joint operations on the basis of IFRS 11 (joint arrangements). As a consequence, the equity method of<br />
valuation can no longer be applied; instead partial consolidation is required for the investments in<br />
question.<br />
An explanation is given below of the main considerations in deciding whether to classify an investment<br />
as a joint arrangement (whether a joint operation or a joint venture).<br />
In May 2011, the IASB issued the IFRS 11 standard; to summarise, the consequence of this standard is<br />
that the economic practice rather than the legal structure is the determining factor for recognition in the<br />
financial statements — ‘substance over form’. IFRS 11 was approved by the European Commission in<br />
December 2012 for application within the EU.<br />
The key element when deciding on the correct classification of an investment as a joint operation or<br />
joint venture is the arrangements that have been made for the agreements between shareholders and<br />
other stakeholders regarding the business operations (the joint arrangement). Control is important here,<br />
in particular the rights to the assets, the obligations with respect to the liabilities and the ability the<br />
shareholder/stakeholder has to manage inputs and outputs and to influence profits, i.e. the extent to<br />
which a (partial) shareholder is in control of the company in question. The need, or lack of such need,<br />
for unanimous consent in decision making is the deciding factor in the first instance when determining<br />
the classification of joint arrangements.<br />
Each joint arrangement has been assessed to see whether it is a joint operation or a joint venture<br />
according to the stipulations in IFRS 11.<br />
The main considerations are listed below for the various companies run jointly with one or more<br />
partners that led to the decision whether to classify them as a joint operation or joint venture.<br />
1B.3 Explanation of considerations in the classification of the key joint arrangements<br />
1. Joint operations<br />
Sloe Centrale Holding B.V./Sloe Centrale B.V.<br />
Joint control applies at Sloe Centrale Holding B.V.; unanimous consent is required for relevant<br />
decisions and the shareholders are the only users, through a tolling agreement, of the electricity<br />
generated. The shareholders/tollers do not have primary responsibility for the project financing that is<br />
acquired; this is acquired by Sloe Centrale B.V. and is serviced through the tolling fees paid by the two<br />
tollers.<br />
N.V. Elektriciteit-Productiemaatschappij Zuid-Nederland (EPZ)<br />
Joint control applies at N.V. EPZ for predefined key decisions; unanimous consent is required for<br />
relevant decisions (other than those agreed in advance) and the shareholders are the only users,<br />
through a tolling agreement, of the electricity generated.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 60
SLECO Centrale nv<br />
At SLECO Centrale nv, there is joint control over the plant and in key decisions concerning the<br />
operations. Both shareholders guarantee the supply of waste for the plant. The gate fee payable for this<br />
is determined jointly. The energy that is generated is sold to a third party through a joint contract.<br />
However, this revenue is of secondary importance compared with the other benefits to the shareholders<br />
from the agreement.<br />
SVEX nv<br />
The work carried out by SVEX nv is exclusively for the benefit of the commercial operation and<br />
maintenance of certain plants belonging to the shareholders. SVEX nv does not render any services to<br />
third parties. The company’s objective is to operate on a break-even basis. Because its operations are<br />
so closely linked to the operations of SLECO Centrale nv, SVEX nv is also treated as a joint operation.<br />
2. Joint ventures<br />
Evides N.V.<br />
Joint control applies at Evides N.V. and unanimous approval is required for key decisions that exceed<br />
the mandate of the board of directors and the supervisory board. The two shareholders have an equal<br />
share in dividends paid by the company. Evides N.V.’s customers are consumers and businesses,<br />
mainly in the provinces of Zuid-Holland and Zeeland.<br />
ELSTA B.V. & Co. C.V.<br />
Joint control applies at ELSTA B.V. & Co. C.V. and unanimous approval is required for key decisions.<br />
Part of the output, namely all the steam and some of the electricity, is delivered to one customer that is<br />
not a shareholder. The remaining part of the electricity generated is delivered to two of the three<br />
partners. The company does not depend entirely on the partners to fulfil its financing commitments as<br />
there are multiple customers.<br />
1B.4 Consequences of changes in recognition for the DELTA figures<br />
IAS 19 (amended):<br />
In the amended IAS, the ‘corridor’ approach is no longer used and certain changes to the valuation of<br />
defined benefit plans are recognised in other comprehensive income.<br />
IFRS 10, 11 and 12, and IAS 27 (amended) and 28 (amended): Classification of investments<br />
The investments that have been classified as joint operations since the application of IFRS 11 are<br />
recognised as such with effect from the <strong>2013</strong> financial year. The comparative figures for 2012 have<br />
been adjusted accordingly to enable a comparison. Furthermore, the figures as at 1 January 2012 have<br />
been adjusted on the basis of IFRS 11 and IAS 1. In this section, the adjusted figures are denoted by<br />
2012 A, 01-01-2012 A and 31-12-2012 A.<br />
The main changes are specified below.<br />
Balance sheet<br />
The companies that were recognised as joint ventures in the financial non-current assets prior to the<br />
application of IFRS 11 and are now classified as joint operations have been partially consolidated. As a<br />
consequence, a percentage of the individual assets and liabilities proportionate to the stake in the joint<br />
operation in question is recognised in the consolidated figures.<br />
Intangible non-current assets<br />
The increase in the intangible non-current assets is partly due to the recognition of the goodwill of the<br />
investment in SLECO Centrale nv, which is classified as a joint operation under IFRS 11. This goodwill<br />
was previously recognised in the financial non-current assets along with the joint venture. In addition, a<br />
proportionate share of the IT systems is included, as recognised in the intangible non-current assets of<br />
Sloecentrale.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 61
Property, plant and equipment<br />
The property, plant and equipment has been increased by a share in proportion to the interest in the<br />
carrying amount of the land, buildings, power stations and equipment and other tangible non-current<br />
assets belonging to the joint operations that were recognised as joint ventures prior to the application of<br />
IFRS 11. This item also includes recognition of the fair value that DELTA allocated to the EPZ nuclear<br />
power station when acquiring a 20% interest in 2010; this was previously classified as a financial noncurrent<br />
asset.<br />
Financial non-current assets<br />
The joint ventures that were classified as financial non-current assets prior to the application of IFRS 11<br />
and have been reclassified as joint operations under IFRS 11 are recognised in the individual items of<br />
the assets and liabilities of the joint operations. Other changes in the financial non-current assets<br />
concern the Foundation for managing the funds for dismantling the nuclear power station, the<br />
proportionate share of the minority interests in the former joint ventures and other non-current<br />
receivables (including deferred taxes) of Sloe Centrale Holding B.V., N.V. EPZ and SLECO Centrale<br />
nv.<br />
Current assets and liabilities<br />
The current assets and liabilities have also changed through the addition of the proportionate share in<br />
the joint operations. The inter-company transactions within the group have been completely eliminated.<br />
DELTA’s shareholders’ equity<br />
The application of IFRS 11 does not affect the shareholders’ equity.<br />
Provisions<br />
The additions to the provisions primarily relate to the provisions for the dismantling of the power<br />
stations and equipment belonging to the joint operations.<br />
Furthermore, the provision for storage and reprocessing costs for the Borssele nuclear power station<br />
are recognised here.<br />
Long-term debt<br />
The main increase in the long-term debt concerns the proportionate share in the bank financing<br />
acquired by the joint operations.<br />
Income statement<br />
The net revenue has changed because of the elimination of the deliveries to the former joint ventures<br />
that were previously recognised as external sales prior to the application of IFRS 11 and are now<br />
treated as inter-company deliveries. The figures for the revenue after application of IFRS 11 include the<br />
additional external sales by the joint operations to customers that are not associated with the joint<br />
operations as shareholders.<br />
Under the new rules, the revenue and cost of sales of the companies that were classified as joint<br />
ventures before application of IFRS 11 are now recognised separately in the revenue and cost of sales<br />
figures in proportion to the relevant interest. As a result, the cost of sales DELTA previously recognised<br />
for the purchase of production from the joint ventures in question no longer apply. The gross margin<br />
has increased following application of IFRS 11 due to the recognition as described above of the<br />
proportionate share in the revenue and cost of sales of the joint arrangements that are included in the<br />
consolidation after application of IFRS 11.<br />
There is an increase in the operating expenses equal to the proportionate share in the costs of the joint<br />
operations.<br />
The net profit is not affected; however, users of the financial statements have a better insight thanks to<br />
the separate proportionate recognition of the figures for the joint operations in the consolidated figures<br />
of DELTA N.V.<br />
Please refer to the relevant chapters for the general accounting policies for the consolidation, valuation<br />
for the balance sheet and determination of the income and expense.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 62
1B.5 Effect on the income statement of the application of IFRS 11 and IAS 19 (amended)<br />
(EUR 1,000) Ref. no. 2012 IAS19R IFRS11 2012 A<br />
Revenue 13 2,171,793 - (4,084) 2,167,709<br />
Cost of sales 14 (1,551,017) - 209,081 (1,341,936)<br />
Gross operating margin 620,776 - 204,997 825,773<br />
Other gains and losses (third parties) 15 33,431 - 5,944 39,375<br />
Fair value gains and losses on the trading portfolio 16 (5,002) - - (5,002)<br />
Gross margin 649,205 - 210,941 860,146<br />
Third-party services 17 240,862 - 61,548 302,410<br />
Staff costs 18 204,054 219 38,873 243,146<br />
Depreciation, amortisation and impairment 19 131,835 - 77,135 208,970<br />
Other operating expenses 20 17,113 - 11,551 28,664<br />
Total net operating expenses 593,864 219 189,107 783,190<br />
Earnings from operations 55,341 (219) 21,834 76,956<br />
Share in results of joint ventures and associates 21 77,674 (16) (4,413) 73,245<br />
Operating result 133,015 (235) 17,421 150,201<br />
Net finance income (expense) 22 (29,783) - (2,401) (32,184)<br />
Profit before tax 103,232 (235) 15,020 118,017<br />
Corporate income tax 23 (13,901) 74 (15,020) (28,847)<br />
Profit after tax from continuing operations 89,331 (161) - 89,170<br />
Profit after tax from discontinued operations 24 (1,385) - - (1,385)<br />
Profit for the year 87,946 (161) - 87,785<br />
Attributable to:<br />
Non-controlling interests 6,862 (40) - 6,822<br />
Shareholders of DELTA N.V. 81,084 (121) - 80,963<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 63
1B.6 Effect on the balance sheet as at 1 January 2012<br />
(EUR 1,000) Ref. no. 01-01-2012 IAS19 IFRS11 01-01-2012 A<br />
Non-current assets<br />
Intangible assets 1 394,801 - 94,653 489,454<br />
Property, plant and equipment 2 1,035,754 - 774,346 1,810,100<br />
Joint ventures, associates and other investments 3 867,809 443 (465,899) 402,353<br />
Loans to joint ventures, associates, etc. 4 14,370 - - 14,370<br />
Deferred tax assets 4 75,851 (13) 19,408 95,246<br />
Other financial assets 4 9,305 - 2,576 11,881<br />
Derivatives 5 68,007 - - 68,007<br />
Financial assets 1,035,342 430 (443,915) 591,857<br />
Total non-current assets 2,465,897 430 425,084 2,891,411<br />
Current assets<br />
Inventories 6 17,303 - 55,388 72,691<br />
Trade receivables 7 390,303 - 4,944 395,247<br />
Current tax assets 7 7,324 - (741) 6,583<br />
Other receivables 7 46,629 (1,246) 1,619 47,002<br />
Derivatives 5 230,250 - - 230,250<br />
Total receivables 674,506 (1,246) 5,822 679,082<br />
Assets held for sale 24 2,647 - - 2,647<br />
Total current assets 694,456 (1,246) 61,210 754,420<br />
Cash 8 52,390 - 205,155 257,545<br />
Total assets 3,212,743 (816) 691,449 3,903,376<br />
Shareholders’ equity 1,043,039 3,182 - 1,046,221<br />
Profit for the year 82,690 - - 82,690<br />
Equity attributable to shareholders of DELTA N.V. 1,125,729 3,182 - 1,128,911<br />
Non-controlling interests 54,091 (521) - 53,570<br />
Group equity 1,179,820 2,661 - 1,182,481<br />
Provisions 9 236,824 (1,433) 362,140 597,531<br />
Pension liabilities 9 21,869 (4,879) (227) 16,763<br />
Long-term debt 10 588,606 - 209,853 798,459<br />
Deferred tax liabilities 11 57,470 1,774 (216) 59,028<br />
Deferred revenue 11 70,999 - - 70,999<br />
Other non-current liabilities 11 25,472 - 12,368 37,840<br />
Derivatives 5 77,149 - 27,689 104,838<br />
Non-current liabilities 1,078,389 (4,538) 611,607 1,685,458<br />
Trade payables 12 324,381 - 8,126 332,507<br />
Current tax liabilities 12 59,191 - 14,088 73,279<br />
Deferred revenue 12 13,401 - 6,510 19,911<br />
Current portion of provisions 12 15,876 - - 15,876<br />
Other liabilities 12 247,082 1,061 8,974 257,117<br />
Bank borrowings 12 66,429 - 35,333 101,762<br />
Derivatives 5 223,724 - 6,811 230,535<br />
Current liabilities 950,084 1,061 79,842 1,030,987<br />
Liabilities held for sale 24 4,450 - - 4,450<br />
Current liabilities 954,534 1,061 79,842 1,035,437<br />
Total equity and liabilities 3,212,743 (816) 691,449 3,903,376<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 64
1B.7 Effect on the balance sheet as at 31 December 2012<br />
(EUR 1,000) Ref. no. 31-12-2012 IAS19 IFRS11 31-12-2012 A<br />
Non-current assets<br />
Intangible assets 1 390,232 - 90,687 480,919<br />
Property, plant and equipment 2 1,010,059 - 769,958 1,780,017<br />
Joint ventures, associates and other investments 3 826,459 18 (434,835) 391,642<br />
Loans to joint ventures, associates, etc. 4 14,352 - - 14,352<br />
Deferred tax assets 4 63,122 3 25,969 89,094<br />
Other financial assets 4 9,337 - 68,944 78,281<br />
Derivatives 5 101,232 - 170 101,402<br />
Financial assets 1,014,502 21 (339,752) 674,771<br />
Total non-current assets 2,414,793 21 520,893 2,935,707<br />
Current assets<br />
Inventories 6 16,916 - 70,296 87,212<br />
Trade receivables 7 370,792 - 483 371,275<br />
Current tax assets 7 2,949 - (1,134) 1,815<br />
Other receivables 7 71,212 (1,427) 11,794 81,579<br />
Derivatives 5 136,557 - 608 137,165<br />
Total receivables 581,510 (1,427) 11,751 591,834<br />
Assets held for sale 24 1,743 - - 1,743<br />
Total current assets 600,169 (1,427) 82,047 680,789<br />
Cash 8 48,931 - 145,137 194,068<br />
Total assets 3,063,893 (1,406) 748,077 3,810,564<br />
Shareholders’ equity 1,052,889 (1,233) - 1,051,656<br />
Profit for the year 81,084 (121) - 80,963<br />
Equity attributable to shareholders of DELTA N.V. 1,133,973 (1,354) - 1,132,619<br />
Non-controlling interests 53,892 (1,371) - 52,521<br />
Group equity 1,187,865 (2,725) - 1,185,140<br />
Provisions 9 230,088 - 403,321 633,409<br />
Pension liabilities 9 22,158 4,502 352 27,012<br />
Long-term debt 10 429,087 - 200,937 630,024<br />
Deferred tax liabilities 11 51,939 (1,266) 3,032 53,705<br />
Deferred revenue 11 77,286 - - 77,286<br />
Other non-current liabilities 11 177,691 (1,917) 22,343 198,117<br />
Derivatives 5 101,283 - 36,352 137,635<br />
Non-current liabilities 1,089,532 1,319 666,337 1,757,188<br />
Trade payables 12 311,725 - (8,111) 303,614<br />
Current tax liabilities 12 73,414 - 15,160 88,574<br />
Deferred revenue 12 13,172 - 6,219 19,391<br />
Current portion of provisions 12 12,254 - - 12,254<br />
Other liabilities 12 136,623 - 33,455 170,078<br />
Bank borrowings 12 98,303 - 27,500 125,803<br />
Derivatives 5 139,344 - 7,517 146,861<br />
Current liabilities 784,835 - 81,740 866,575<br />
Liabilities held for sale 24 1,661 - - 1,661<br />
Current liabilities 786,496 - 81,740 868,236<br />
Total equity and liabilities 3,063,893 (1,406) 748,077 3,810,564<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 65
1B.8 Effect on assets, liabilities and shareholders’ equity as at 31 December <strong>2013</strong> of the<br />
application of the amended standard IAS 19<br />
(EUR 1,000) 31-12-<strong>2013</strong><br />
Joint ventures and associates accounted for using equity method (199)<br />
Non-current liabilities post employment benefit obligations (3,121)<br />
Other non-current liabilities (Putoption Indaver) 528<br />
Deferred tax liabilities 907<br />
Impact on net assets (1,885)<br />
Non-controlling interests 302<br />
Profit (Loss) for the year -<br />
Other retained earnings/losses carried forward 1,583<br />
Retained earnings/losses carried forward 1,583<br />
Impact on equity 1,885<br />
1B.9 Effect on the cash flow in 2012 of the application of IFRS 11<br />
2012<br />
Cash flow from operating activities 45,074<br />
Cash flow from investing activities (88,820)<br />
Cash flow from financing activities (16,272)<br />
Evolvement cash flow during the year (60,018)<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 66
2. General<br />
2.1 Estimates and assumptions<br />
The preparation of financial statements entails the use of estimates and assumptions based on past<br />
experience and on factors considered acceptable in the management’s judgement. These estimates<br />
relate primarily to (i) the proceeds from the sale and transport of electricity and gas to domestic<br />
consumers because of staggered meter readings, (ii) deferred tax assets and (iii) the level of<br />
provisions.<br />
They affect the figures in the financial statements, which may differ from the actual figures. The effects<br />
of changes in estimates are recognised prospectively in the income statement. Changes in estimates<br />
can also lead to adjustments in assets and liabilities or in equity components. Such changes in<br />
estimates are recognised in the period in which they occur. In the notes to the balance sheet and the<br />
income statement, separate disclosures are made of specific aspects relating to estimates and<br />
assumptions.<br />
2.2 Impairment of assets<br />
During the year, assessments are made to check for indications that assets may be impaired. If so, an<br />
estimate is made of the asset’s recoverable amount, which is equal to the higher of the fair value less<br />
selling costs and the value in use. If the fair value less selling costs results in unavoidable costs, the<br />
carrying amount is written down accordingly. The value in use is measured by taking the present value<br />
of the estimated future cash flows, based on the business plans drawn up internally and approved by<br />
the Executive Board of directors, and using the pre-tax discount rate that reflects the current market<br />
interest rates. Specific risks relating to the asset or the cash-generating unit are incorporated in the<br />
estimated future cash flows. <strong>Annual</strong> impairment tests are performed for recognised goodwill.<br />
Impairment losses are recognised if the carrying amount of an asset or the cash-generating unit to<br />
which the asset belongs exceeds the recoverable amount. Impairment of assets attributed to cashgenerating<br />
units is first deducted from the carrying amount of the goodwill attributed to the cashgenerating<br />
units (or groups of units) and then, pro rata, from the carrying amount of the other assets of<br />
the unit or group of units. The carrying amount of the assets concerned is never less than their<br />
individual recoverable amount.<br />
An impairment loss is reversed if it is established that there has been a change in the basis on which<br />
the recoverable amount was determined previously, but only to the extent that the carrying amount of<br />
the asset after such reversal does not exceed the carrying amount of the asset, less depreciation or<br />
amortisation, if no impairment had occurred. Impairment of goodwill is not reversed. Impairment losses<br />
and reversals thereof are recognised in the profit or loss.<br />
2.3 Valuation of financial instruments<br />
Unless stated otherwise in the notes to the individual items in the financial statements, the management<br />
judges the carrying amount of a financial instrument to be a reasonable approximation to the fair value<br />
of that financial instrument.<br />
2.4 Government grants<br />
Government grants are recognised as soon as it is reasonably certain that the conditions for obtaining<br />
the grant have been met or will be met and that the grants have been or will be received. On<br />
capitalisation of investment projects, grants received and contributions received to construction costs<br />
are deducted from the acquisition cost of the assets. Operating grants are included in the<br />
revenue.Subsidies in the form of tax breaks are recognised in the calculation of the taxable amount.<br />
2.5 Foreign currencies<br />
Assets and liabilities denominated in foreign currencies are translated into euros at the exchange rates<br />
prevailing at year-end. Differences resulting from movements in exchange rates are recognised in profit<br />
or loss in so far as they do not relate to the net investment in foreign entities, in which case they are<br />
recognised in equity as part of the ‘Other comprehensive income’. Income and expenses denominated<br />
in foreign currencies are translated into euros at the exchange rates prevailing at the time of the<br />
transaction.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 67
3. Basis of consolidation<br />
The consolidated financial statements comprise the financial data of DELTA N.V. and its subsidiaries.<br />
The subsidiaries are legal entities and partnerships in which DELTA controls the operating and financial<br />
policy decisions.<br />
Group companies are legal entities and companies over which control is exercised with regard to their<br />
governance and operational and financial policy. According to IFRS, control is exercised if the investor<br />
is exposed, or has rights, to variable returns through its involvement in the investee and has the ability<br />
to influence those returns through its power over the investee.<br />
Existing and potential voting rights that can currently be exercised or converted are taken into account<br />
in assessing control. The existence of other agreements that allow DELTA N.V. to govern the operating<br />
and financial policy are also taken into account. In determining whether control is exercised, the existing<br />
and potential voting rights that could be exercised or converted on the balance-sheet date are taken<br />
into account. The assessment also takes into consideration the extent to which there are any other<br />
agreements that give DELTA N.V. the ability to determine the operational and financial policy.<br />
Subsidiaries are included in the consolidation from the date on which control is obtained. Consolidation<br />
is discontinued with effect from the date on which control no longer exists.<br />
Subsidiaries are fully consolidated, with 100% of their equity and results included in the consolidation. If<br />
DELTA’s interest in a subsidiary is less than 100%, the non-controlling interest is recognised separately<br />
in the balance sheet and the income statement.<br />
A share in joint arrangements in case it is a joint operation, is recognised proportionate to the interest<br />
DELTA or one of its group companies has in the arrangement. They are included in the consolidation<br />
from the date on which the agreement is concluded. Furthermore, consolidation ends on the date on<br />
which the agreement is terminated.<br />
The partial consolidation method is used for the consolidation of joint arrangements that are run in the<br />
form of joint operations.<br />
In doing this, the investor recognises its interests in the consolidated financial statements as follows:<br />
• Assets to which the investor has direct rights are recognised by the investor in full in the financial<br />
statements.<br />
• Liabilities for which the investor is directly responsible are recognised by the investor in full in the<br />
financial statements.<br />
• The revenue from the sale of the joint operation’s output by the joint operation itself, to which the<br />
investor has a right, is recognised by the investor in full in the financial statements (the joint<br />
operation is independently responsible for the sale of the output).<br />
• The revenue from the sale of the joint operation’s output to which the investor has a right and for<br />
which the investor itself is responsible is recognised by the investor in full in the financial<br />
statements.<br />
• The costs attributable to the investor are recognised by the investor in full in the financial<br />
statements.<br />
• Assets, liabilities, revenue and costs that are not directly attributable to the investors are allocated<br />
to the investors indirectly based on their relative share in the joint operation.<br />
The equity method is used for recognising joint arrangements that take the form of joint ventures.<br />
Associates are also recognised using the equity method.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 68
Acquisitions are accounted for using the purchase accounting method. Subsidiaries’ accounting policies<br />
are adjusted where necessary to ensure consistency with the policies applied by DELTA.<br />
In the case of put options, the corresponding non-controlling interest is classified as current or noncurrent<br />
liabilities. The exercise of the put option that was acquired in 2007 is seen as part of the<br />
purchase price, ultimately affecting the amount of goodwill. Put options are accordingly treated in the<br />
same way as an earnout clause, in accordance with IFRS 3.<br />
Scope of the consolidation<br />
The joint operations where partial consolidation is required under IFRS 11 were recognised using the<br />
equity method prior to the application of IFRS. There were no other changes to the consolidation base<br />
in <strong>2013</strong>.<br />
These financial statements include a separate overview of the main subsidiaries, participating interests<br />
and joint ventures, including the shareholdings.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 69
4 Basis of recognition and measurement of assets and<br />
liabilities<br />
The financial statements have been prepared according to the historical cost convention, except for the<br />
measurement of the carrying amount of derivatives (financial instruments), which is based on the fair<br />
value. All transactions in financial instruments are accounted for on the transaction date.<br />
4.1 Intangible assets<br />
Intangible assets comprise goodwill arising on acquisition, development costs, software, customer<br />
contracts and acquired transport rights.<br />
Goodwill<br />
The goodwill represents the positive difference between the acquisition cost of subsidiaries and the fair<br />
value of the acquisition. Goodwill paid on the acquisition of subsidiaries and joint arrangements is<br />
recognised as an intangible asset.<br />
Goodwill arising from the acquisition of an interest in a joint venture or an investment in an associate is<br />
included in the cost of the relevant investments. If the cost is lower than the fair value of the identifiable<br />
assets, liabilities and contingent liabilities acquired (negative goodwill), the difference is recognised<br />
directly as income.<br />
The carrying amount of the goodwill comprises the historical cost less the accumulated impairment.<br />
Goodwill is not amortised. <strong>Annual</strong> impairment tests are performed to identify any impairment of<br />
goodwill. For the purpose of these tests, goodwill is allocated to cash-generating units. If a transaction<br />
qualifies as a transaction between owners, the difference between the acquisition cost and fair value is<br />
recognised in equity.<br />
Development costs<br />
Development expenditure is measured at historical cost and amortised over a period of 10 years<br />
according to the pattern of the additional cash flows generated by the acquired process knowledge.<br />
Software<br />
Capitalised software is carried at historical cost less amortisation. In principle, straight-line amortisation<br />
is applied over a five-year period. The useful life is assessed annually. Any adjustments are accounted<br />
for prospectively.<br />
Customer contracts<br />
Customer contracts are measured at cost and amortised according to the pattern of the additional cash<br />
flows generated by the acquired accounts.<br />
Transport rights<br />
Transport rights are measured at cost and amortised on a straight-line basis over a period of 20 years.<br />
The useful life is assessed annually. Any adjustments are accounted for prospectively.<br />
4.2 Property, plant and equipment<br />
Property, plant and equipment is stated at cost less accumulated depreciation on a straight-line basis<br />
over the estimated useful life, determined on the basis of technical and economic criteria, taking<br />
account of the estimated residual value, less any accumulated impairment losses. In accordance with<br />
IFRIC 18, third-party contributions to the construction costs of property, plant and equipment are no<br />
longer deducted from the carrying amount of the assets; instead, they are recognised under liabilities as<br />
deferred revenue.<br />
Another item included in property, plant and equipment is the discounted amount that is expected to be<br />
necessary for capping landfill sites when landfill activities come to an end. Depreciation is based on the<br />
actual period for which the landfill capacity is used. Changes in residual values as a result of technical<br />
and economic developments and the consequences of applying a different discount rate are recognised<br />
in the carrying amounts of the assets concerned and recognised in future years in profit or loss through<br />
depreciation. In the case of assets that have been fully depreciated, the difference is recognised as an<br />
expense immediately.<br />
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Directly attributable external financing expenses for assets (construction period interest) are included in<br />
the cost.<br />
If assets consist of components with different depreciation periods and residual values, the components<br />
are recognised separately. Investments for the replacement of components are capitalised, with<br />
simultaneous write-down of the component to be replaced. The estimated life and the estimated<br />
residual value are assessed annually when the business plan is produced. The carrying amount is<br />
adjusted accordingly if impairment tests indicate impairment.<br />
Property, plant and equipment under construction is stated at the costs incurred as at the balance-sheet<br />
date, including the costs of materials and services, direct staff costs and an appropriate share of directly<br />
attributable overhead costs.<br />
In 1999, Indaver entered into a cross-border lease with an American investor for the use of lines 1 and<br />
2 of the incineration plant in Doel (Belgium), whereby the legal and economic ownership of the assets<br />
remained with the company. These assets are accordingly recognised in the consolidated financial<br />
statements on the basis of the accounting policies applied for property, plant and equipment.<br />
4.3 Financial assets<br />
General<br />
A business combination involves the bringing together of separate entities or businesses into one<br />
reporting entity. A business combination as defined is accounted for using the purchase method, which<br />
involves the following steps:<br />
1. identifying an acquirer<br />
2. measuring the cost of the business combination<br />
3. allocating the acquisition-date cost of the business combination<br />
The cost of a business combination is the aggregate of the fair values, at the date of exchange, of the<br />
assets provided, liabilities incurred or assumed and equity instruments issued by the acquirer plus any<br />
costs directly attributable to the business combination. Under IFRS 3 (as approved by the EU in 2004),<br />
the sum was increased for costs directly attributable to the business combination. Since the revision of<br />
IFRS 3 (applied with effect from 2009) the costs directly attributable to the acquisition are no longer<br />
recognised as a cost of the business combination but are recognised directly in profit or loss. Goodwill<br />
is measured as the value by which the cost of the business combination exceeds the acquirer’s interest<br />
in the net fair value of identifiable assets, liabilities and contingent liabilities. Negative goodwill is<br />
recognised directly in profit or loss and non-controlling interests are recognised in equity.<br />
Joint ventures, associates and other investments<br />
Joint ventures are joint arrangements in which the parties that have joint control over the arrangement<br />
have rights to the net assets in the arrangement. The parties are called joint venturers.<br />
A joint operation is a joint arrangement in which the parties that have joint control over the arrangement<br />
(including DELTA N.V. or any of its subsidiaries) have rights to the assets and are liable for the<br />
obligations connected to the arrangement. These parties are called joint operators.<br />
In the case of joint operations, DELTA recognises a proportion of the assets and liabilities, revenue and<br />
expenditure equivalent to its interest in the joint operation; its share in the joint operation’s equity is<br />
therefore not recognised as a financial non-current asset.<br />
Associates are entities over which the DELTA N.V. exercises significant influence, whether directly or<br />
indirectly, but which it does not control. Generally speaking, this is the case if DELTA N.V. can exercise<br />
between 20% and 50% of the voting rights.<br />
Other investments are non-associate investments in which DELTA N.V. has an interest of less than<br />
20%.<br />
The financial statements include an overview of the principal joint arrangements and investments.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 71
Valuation of joint ventures, associates and other investments<br />
Interests in joint ventures and investments in associates are recognised in the consolidated financial<br />
statements using the equity method. According to this method, the investments are initially carried at<br />
cost, i.e. the fair value of the underlying asset or liability, including goodwill. If the fair value is higher<br />
than the cost price, the difference will be added to the equity participation. The share in the profits or<br />
losses is recognised in the carrying amount each year and dividend distributions are deducted.<br />
If the (cumulative) losses of the joint venture and/or associate would lead to a negative book value,<br />
these losses are not recognised unless DELTA N.V. has an obligation to clear these losses or has<br />
made payments to do so.<br />
Changes in other investments are recognised in other comprehensive income unless they involve a<br />
permanent impairment, in which this is charged to the result. If insufficient information is available,<br />
valuation is at cost.<br />
The undistributed profits of a joint venture or an associate and direct increases in equity at a joint<br />
venture or associate, whose distributions cannot be received without restriction, are added to the<br />
statutory reserve.<br />
The accounting policies of the joint ventures and investments are adjusted where necessary to ensure<br />
consistent application of accounting policies within the DELTA group.<br />
Loans to other investment entities<br />
Loans granted to investees or third parties are carried at face value, i.e. amortised cost. Where<br />
necessary, provisions are recognised for bad debts and are deducted from the carrying amount.<br />
Deferred tax<br />
Financial assets also includes deferred tax assets arising from the difference between reported<br />
amounts and recognised amounts for tax purposes, and from tax loss carryforwards. Deferred tax<br />
assets and liabilities are recognised at face value, calculated using standard corporate income tax rates<br />
enacted or substantially enacted at the end of the reporting period. Deferred tax assets are recognised<br />
if it is reasonable to assume that future taxable profits will be available, permitting them to be realised.<br />
The recognition of a deferred tax asset is reassessed each year.<br />
4.4 Inventories<br />
Construction and maintenance materials are stated at the lower of cost, on the basis of the first-in firstout<br />
(FIFO) method, and the net selling price, less a provision for obsolescence. Impairment losses on<br />
inventories are recognised as an expense and disclosed separately.<br />
4.5 Receivables<br />
Trade receivables are measured at fair value on initial recognition and subsequently carried at<br />
amortised cost less impairment. The short time horizon means that the amortised cost is the same as<br />
the face value of the receivables as a rule.<br />
4.6 Construction contracts<br />
DELTA applies the percentage-of-completion method to determine construction contract costs and<br />
revenues to be recognised in the income statement for the reporting period. The percentage of<br />
completion is based on production measurements. Work in progress on construction contracts is<br />
recognised at cost less a provision for expected losses and less invoiced instalments. The profit<br />
realised in proportion to the percentage of completion is included in the carrying amount if it can be<br />
reliably measured.<br />
4.7 Non-current assets held for sale and discontinued operations<br />
DELTA classifies an asset (or disposal group) as held for sale if its carrying amount will be recovered<br />
principally through a sale transaction rather than through its continued use. For this to be the case, the<br />
asset (or disposal group) must be available for immediate sale in its present condition and its sale must<br />
be highly probable and expected to take place within one year.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 72
On recognition of a group of assets as being held for probable or definite sale, the liabilities directly<br />
associated with those assets will be included in the carrying amount. Immediately after classification as<br />
held for sale, the value of the assets is measured at the lower of the carrying amount and the fair value<br />
less selling costs, and depreciation is discontinued. Any impairment losses are recognised as an<br />
expense.<br />
4.8 Cash<br />
Cash includes not only cash but also cash equivalents that can be converted into cash with no material<br />
risk of impairment. Cash is carried at fair value.<br />
4.9 Shareholders’ equity<br />
Movements in shareholders’ equity are presented in the consolidated statement of changes in equity.<br />
The company’s authorised capital amounts to EUR 9,080,000, divided into 20,000 shares, each with a<br />
nominal value of EUR 454. As at 31 December <strong>2013</strong>, EUR 6,937,120 was issued and paid up.<br />
Dividends are recognised as a liability in the period in which they are declared.<br />
No changes occurred during the year. None of the shares have pre-emptive rights or restrictions.<br />
4.10 Provisions<br />
Provisions are recognised in respect of legal or constructive obligations relating to operations. The<br />
provisions are carried at the present value of the expected expenditure. The present value is computed<br />
using a discount rate before tax, reflecting the current market view of the time value of money.<br />
The expected expenditure within one year of the balance-sheet date is included in current liabilities.<br />
4.11 Employee benefits<br />
Provisions relating to pension obligations and health insurance costs are determined on an actuarial<br />
basis. The related liabilities are presented separately in the balance sheet. This is only the case for the<br />
subsidiary Indaver. Indaver provides post-employment benefits for most of its employees. These<br />
benefits are paid through defined contribution plans and defined benefit plans involving both pension<br />
insurance and unfunded arrangements. The contributions payable under the defined contribution plans<br />
are recognised immediately in the income statement. For the defined benefit plans, the cost of each<br />
benefit payment is determined separately using the actuarial projected unit credit method.<br />
The annual pension costs are made up of:<br />
costs for the annual pension accrual (service costs)<br />
net finance expense or income on the pension balance (net interest)<br />
other changes to the pension balance (remeasurements).<br />
The costs of the annual pension accrual, including the expenditure for past pensionable service, are<br />
recognised in the income statement. The net finance expense or income on the pension balance is<br />
recognised in the income statement. Other changes, such as actuarial results, differences between the<br />
actual and expected return on investments and changes in the effect of the limit on the pension<br />
receivable to be recognised, are recognised in the other comprehensive income. Differences due to<br />
remeasurements are disclosed immediately in shareholders’ equity through the other comprehensive<br />
income; they will not be initially taken to the income statement in future years either.<br />
4.12 Non-current liabilities<br />
Non-current liabilities are measured at amortised cost, applying the effective interest method.<br />
Repayment commitments on non-current liabilities due within one year are included in current liabilities.<br />
In the case of finance leases (in which all the risks and rewards of ownership are borne by the lessee),<br />
the finance lease is recognised as an asset at the start of the lease period and the liabilities are<br />
included in equity and liabilities at fair value. The depreciation of the asset is calculated according to the<br />
rules for property, plant and equipment.<br />
In the case of operating leases (in which all the risks and rewards of ownership are borne by the lessor)<br />
the lease payments are recognised in the income statement on a straight-line basis over the lease term.<br />
The non-current portion of deferred revenue is classified as a non-current liability. The portion that is<br />
released in the next reporting period is included in current liabilities. The portion relating to the current<br />
reporting period is included in revenue.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 73
4.13 Put options<br />
The put options are recognised at the fair value attributable to the put option holder concerned, less any<br />
dividends paid. The value is based on the indirect recoverable amount of the appropriate noncontrolling<br />
interest.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 74
5 Basis of recognition and measurement of financial<br />
instruments<br />
5.1 Financial instruments<br />
DELTA uses financial instruments to manage and optimise normal market risks associated with the<br />
company’s energy, currency and interest-rate positions. DELTA applies IAS 32 Financial Instruments:<br />
Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement. These<br />
standards require derivatives to be measured and recognised at fair value through profit or loss, and<br />
the trading contracts are accounted for in the income statement on this basis.<br />
Definition<br />
A derivative is a financial instrument or other contract falling within the scope of IAS 39, with the<br />
following three features:<br />
- The value changes as a result of movements in a particular interest rate, price of a financial<br />
instrument, commodity price, exchange rate, index of prices or interest rates or other variable,<br />
provided that, in the case of non-financial variables, the variable is not specific to a contract party<br />
(also known as the ‘underlying asset’).<br />
- No, or only a minor, net initial investment is required in relation to other types of contract that<br />
respond in similar ways to movements in market factors.<br />
- Settlement takes place in the future.<br />
5.2 Derivatives<br />
DELTA trades in contracts for electricity, gas, coal, oil, CO 2 certificates and currencies relating to the<br />
current year and the five following years. DELTA regards the markets for these commodities to be liquid<br />
over this time horizon, reliable prices being available from brokers, markets and suppliers of price<br />
information. Where necessary, these published prices are supplemented with seasonal or hourly<br />
variations using historical figures. The fair value of commodity contracts is calculated on the basis of<br />
these published prices, using the discounted cash-flow (DCF) method with these prices. In-house<br />
valuation models are not used. The fair value of interest-rate derivatives is also determined using the<br />
DCF method with a yield curve that is based on data from the European Central Bank (ECB).<br />
Classification and netting<br />
Derivatives are classed as current or non-current assets if the fair value represents a gain and as<br />
current or non-current liabilities if the fair value represents a loss. Receivables and payables in respect<br />
of derivatives for different transactions 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 relevant cash flows on a net basis.<br />
Recognition of fair value gains and losses<br />
Pursuant to IAS 39, energy commodity contracts (electricity, gas, coal, oil and CO 2 certificates, as well<br />
as the related foreign currency positions) and interest-rate swap contracts are regarded as derivatives.<br />
IAS 32, IAS 39 and IFRS 7 require all derivatives to be measured at fair value from the time of initial<br />
recognition.<br />
The general principle is that adjustments to the fair value of derivatives should be recognised through<br />
profit or loss. There are, however, two exceptions:<br />
1. Accrual accounting: DELTA accounts for commodity contracts intended for its own use on an<br />
accruals basis, which means that interim increases in value are not reflected in the results. Such<br />
transactions are recognised as purchases or sales at the time of settlement, at the prices obtaining<br />
at that time.<br />
2. Hedge accounting: this affords the possibility of limiting the effect of fair value gains and losses on<br />
the results by taking account of opposite effects on results due to fair value gains and losses on the<br />
hedge and on the hedged position. With hedge accounting, fair value gains and losses on<br />
derivatives are recognised in equity (via the statement of changes in unrealised income) until the<br />
hedged position/transaction is settled.<br />
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Hedge accounting<br />
DELTA uses derivatives to hedge price and currency risks arising from energy commodity contracts<br />
(electricity, gas, coal and oil). Interest-rate swaps are also used to hedge the risk of cash-flow volatility<br />
due to interest-rate movements. DELTA uses cash-flow hedging for this purpose, contracting hedging<br />
instruments to offset the exposure to variations in existing and future cash flows that could ultimately<br />
affect the results. The hedges are attributed to a specific risk relating to a balance-sheet item or a highly<br />
probable forecast transaction. The effective portion of the fair value gain or loss is recognised directly in<br />
hedge reserves in equity (through the statement of comprehensive income). The ineffective portion of<br />
the gain or loss on the hedging instrument is recognised in the income statement. The cumulative<br />
amounts recognised in equity are taken to the income statement in the same period as the hedged<br />
transaction.<br />
Criteria for the application of hedge accounting<br />
For hedge accounting to be applied, there are strict rules with regard to documentation and the<br />
assessment of effectiveness. A derivative can be included in hedge accounting if it complies with the<br />
following criteria:<br />
1. At the inception of the hedge there is formal designation and documentation of the hedging<br />
relationship and the risk-management objective and strategy for undertaking the hedge.<br />
2. For cash-flow hedges, a forecast transaction that is the subject of the hedge must be highly<br />
probable and must present an exposure to variations in existing or future cash flows that could<br />
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 actually to have been highly effective.<br />
Assessment of hedge effectiveness<br />
DELTA formally assesses whether the derivatives used as hedging instruments have been highly<br />
effective in mitigating changes in the fair value or cash flows attributable to the hedged position, both at<br />
the inception of the hedge and during its life. To this end, DELTA assesses and determines whether<br />
changes in the fair value or cash flows attributable to the hedged position are offset by changes in the<br />
fair value or cash flows attributable to the hedge within a range of 80% to 125%.<br />
The ineffective portion of a hedging relationship, in a fair value hedge, is the extent to which changes in<br />
the fair value of the derivative differ from the changes in the fair value of the hedged position or, in a<br />
cash-flow hedge, the extent to which 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 derivatives that are disregarded in the<br />
assessment of the effectiveness of a hedge are recognised directly in the income statement. DELTA<br />
discontinues hedge accounting if the hedging relationship is no longer effective or is no longer expected<br />
to remain effective.<br />
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6. Accounting policies for determining the result<br />
6.1 Revenue<br />
Revenue represents income arising directly from the supply of goods and services to third parties, net<br />
of any discounts and net of sales taxes, such as VAT and regulating energy tax (regulerende<br />
energiebelasting, or REB, in the Netherlands).<br />
Revenue is recognised when the material risks and benefits of ownership of the goods have been<br />
transferred to the buyer. Revenue from services is recognised proportionate to the service delivered as<br />
at the end of the reporting period.<br />
Recognition of revenue from transport services and the supply of electricity and gas is based on<br />
supplies during the calendar year. Revenue from supplies to domestic and small-business users is<br />
partly estimated as meter readings are taken throughout the year.<br />
Recognition of revenue from electricity sales is based on the assumption that electricity generated by<br />
the group’s own production facilities (including joint arrangements) will be supplied to third parties, while<br />
the power supplied to end-users will be procured entirely from third parties.<br />
In the case of gas and electricity trading contracts that do not involve physical delivery, the amounts of<br />
purchases and sales are netted off, provided that this has been contractually agreed.<br />
Revenue from telecommunications covers subscription fees for signal distribution as well as income<br />
from internet services and other data transmission services.<br />
Income from environmental services and directly related expenses for environmental services are<br />
allocated to the period in which the services are supplied.<br />
Revenue from construction contracts is recognised in the income statement in accordance with the<br />
percentage-of-completion method.<br />
6.2 Net operating expenses<br />
Net operating expenses are recognised and measured on the basis of actual performance and<br />
according to the accounting policies set out above. The operating expenses are accounted for in the<br />
year to which they relate. Gains are recognised in the year in which they are realised; losses are<br />
recognised in the year in which they are identified.<br />
6.3 Net finance income (expense)<br />
Finance income and expense is attributed to the period to which it relates, in accordance with the<br />
effective interest method. DELTA capitalises the costs of external financing (construction period<br />
interest) as appropriate.<br />
6.4 Corporate income tax<br />
Corporate income tax on the result is calculated by applying the standard current rate to the profit<br />
before tax shown in the financial statements, taking account of permanent differences between this<br />
result and the result based on tax valuations.<br />
On 31 December <strong>2013</strong>, the DELTA N.V. tax group for corporate income tax was split into two tax<br />
groups. The no-settlement method is applied within both DELTA N.V.’s tax groups, except in the case<br />
of transferable tax-loss carryforwards predating the date of inclusion in a tax group. For the network<br />
operations, the separate return approach is used because of the special regulatory regime.<br />
6.5 discontinued operations<br />
In the income statement, all financial consequences arising from final decisions to dispose of or wind up<br />
operations, plus the normal trading results for <strong>2013</strong>, are accounted for in the 'Profit after tax from<br />
discontinued operations' item.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 77
7. Accounting policies for the cash-flow statement<br />
The cash-flow statement is prepared using the indirect method, based on the actual cash flows. A<br />
distinction is made between operating, investing and financing activities. Although the current portion of<br />
the non-current liabilities is recognised in the balance sheet as part of ‘Other liabilities’ (under current<br />
liabilities), the corresponding movement in the current portion of the non-current liabilities in the cashflow<br />
statement is included in the cash flow from financing activities.<br />
Cash flows relating to minority interests (dividend payments), finance income and expenses and<br />
corporate income taxes (tax assessments) are based on the actual receipts and payments.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 78
Notes to the consolidated balance sheet<br />
1. Intangible assets<br />
(EUR 1,000) Total Goodwill Software Customer Transport Other<br />
contracts rights<br />
2012<br />
Carrying amount as at 1 January 2012 489,454 433,417 40,055 3,732 7,809 4,441<br />
Investments 13,284 - 13,284 - - -<br />
Amortisation (17,165) - (15,676) (478) (1,011) -<br />
Impairment (4,286) (4,286) - - - -<br />
Disposals (402) - - - - (402)<br />
Earn Out 620 620 - - - -<br />
Change in the scope of the consolidation 298 298 - - - -<br />
Other movements (884) - (884) - - -<br />
Carrying amount as at 31 December 2012 480,919 430,049 36,779 3,254 6,798 4,039<br />
Accumulated amortisation and impairment 325,397 103,744 167,639 22,238 12,510 19,266<br />
Acquisition cost as at 31 December 2012 806,317 533,793 204,418 25,492 19,308 23,306<br />
<strong>2013</strong><br />
Carrying amount as at 1 January <strong>2013</strong> 480,919 430,049 36,779 3,254 6,798 4,039<br />
Investments 7,365 - 7,365 - - -<br />
Amortisation (14,308) - (12,691) (435) (1,182) -<br />
Disposals (87) - - - - (87)<br />
Earn Out (9) (9)<br />
Other movements (691) - (691) - - -<br />
Carrying amount as at 31 December <strong>2013</strong> 473,189 430,040 30,762 2,819 5,616 3,952<br />
Accumulated amortisation and impairment 339,705 103,744 180,330 22,673 13,692 19,266<br />
Acquisition cost as at 31 December <strong>2013</strong> 812,894 533,784 211,092 25,492 19,308 23,218<br />
Amortisation periods in years n/a 5 variable 20 variable<br />
General<br />
No significant impairments occurred in <strong>2013</strong>, as in 2012.<br />
Allocation of goodwill to cash-generating units 31-12-<strong>2013</strong> 31-12-2012<br />
Indaver 418,807 418,816<br />
Kreekraksluis 1,390 1,390<br />
Zeelandnet 9,843 9,843<br />
Total Goodwill 430,040 430,049<br />
Goodwill<br />
IFRS requires an impairment test to be performed each year to determine whether the carrying amount<br />
of goodwill paid in the past for subsidiaries should be written down.<br />
Indaver<br />
With regard to Indaver’s activities, impairment calculations were made at the level of its cash-flow<br />
generating units. The management based cash-flow predictions on the business plans for 2014-2016<br />
and in a number of cases on a longer time frame. An infinite series was used from the end of the time<br />
frame, taking account of the available information relating to market developments. No use was made<br />
of extrapolations with growth rates in excess of inflation.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 79
The impairment tests were carried out using a specific discount rate for each entity. Allowing for the<br />
ratio of debt to equity that is customary in the market and the risk perceptions in each country and<br />
sector, a number of scenarios were worked out with regard to the discount rate. The discount rate per<br />
entity ranged from 7.6% to 9.1% before tax, account being taken of the tax rates applicable locally.<br />
These calculations gave no grounds for recognising any impairment.<br />
To assess the risks associated with the valuation, a sensitivity analysis was carried out, first with a<br />
discount rate that was 0.5% higher for each entity, then with an inflation rate that was 0.75% lower. In<br />
both cases there were no grounds for an impairment.<br />
All of the increase in capitalised goodwill with respect to the figures reported for 2012 before application<br />
of IFRS 11 concerns the goodwill paid for the interest in SLECO Centrale nv when Indaver N.V. was<br />
acquired (EUR 89.4 million, which takes into account impairments in previous years). Before application<br />
of IFRS 11, the goodwill for SLECO Centrale nv was included in the equity valuation of the joint<br />
venture.<br />
Software<br />
In <strong>2013</strong>, Kompas, the new customer registration and invoicing system, came into use. IT software was<br />
amortised at a faster rate in <strong>2013</strong> because of the extension, replacement and merging of several key<br />
software applications relating to both commercial and network activities.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 80
2. Property, plant and equipment<br />
(EUR 1,000)<br />
2012<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 />
Carrying amount as at 1 January 2012 1,810,100 272,656 1,535,763 30,232 125,613 (154,163)<br />
Investments 129,625 1,073 30,040 22 100,920 (2,429)<br />
Capitalised interest 513 - - - 513 -<br />
Depreciation (165,261) (20,058) (144,079) (7,390) - 6,265<br />
Impairments (23,950) (673) (24,507) (789) - 2,019<br />
Disposals (4,363) (339) (1,116) (2,908) - -<br />
Change in the scope of the consolidation (846) 7 (853) - -<br />
Reclassified as held for sale (1,600) - - (1,600) - -<br />
Other movements 35,800 43,294 102,099 23,930 (135,946) 2,422<br />
Carrying amount as at 31 December 2012 1,780,017 295,960 1,497,347 41,497 91,099 (145,886)<br />
Carrying amount before deduction of contributions<br />
1,925,903 295,960 1,497,347 41,497 91,099<br />
Accumulated depreciation and impairment 1,497,909 183,810 1,245,114 64,507 4,478<br />
Acquisition cost as at 31 December 2012 3,423,812 479,770 2,742,461 106,004 95,577<br />
<strong>2013</strong><br />
Carrying amount as at 1 January <strong>2013</strong> 1,780,017 295,960 1,497,347 41,497 91,099 (145,886)<br />
Investments 162,379 1,578 30,354 21 132,424 (1,997)<br />
Capitalised interest 364 - - - 364 -<br />
Depreciation (159,409) (19,632) (135,098) (10,705) - 6,026<br />
Impairments (545) (545) - - - -<br />
Disposals (2,116) (369) (1,526) (18) (203) -<br />
Other movements 2,893 (3,097) 123,777 33,830 (154,448) 2,832<br />
Carrying amount as at 31 December <strong>2013</strong> 1,783,584 273,895 1,514,854 64,625 69,236 (139,025)<br />
Carrying amount before deduction of contributions<br />
1,922,609 273,895 1,514,854 64,625 69,236<br />
Accumulated depreciation and impairment 1,663,888 203,987 1,380,212 75,211 4,478<br />
Acquisition cost as at 31 December <strong>2013</strong> 3,586,497 477,882 2,895,065 139,836 73,714<br />
Depreciation periods in years 0 - 40 7 - 40 5 - 15 n/a<br />
The level of investment in <strong>2013</strong> was greater than in 2012, partly because of the investments in the<br />
Kreekraksluis wind farm (Zeeland), which was delivered at the end of September <strong>2013</strong>. This investment<br />
is recognised under ‘Plant and equipment’. Other than that, the investments in plant and equipment<br />
(including the changes in assets under construction) mainly concerned extension and replacement work<br />
in electricity and gas networks (Netwerkbedrijf), extension and renovation work at the waste processing<br />
plants, the construction of a fermentation plant in Alphen aan den Rijn (Indaver) and investments in<br />
EPZ’s nuclear power station. The ‘Other assets’ are investments by EPZ.<br />
The gross investment amounts per segment are as follows:<br />
Networks<br />
EUR 37.9 million<br />
Indaver<br />
EUR 39.8 million<br />
EPZ<br />
EUR 33.7 million<br />
Energy & Multimedia EUR 53.2 million<br />
The acquisition price of the tolling rights obtained through acquisitions is written off during the remaining<br />
life of the activities in question. This led to a depreciation of EUR 16 million in the financial year. The<br />
expense in 2012 was EUR 20 million.<br />
In 2012, an impairment was recognised for the write-down of combined heat and power systems (CHP)<br />
and the write-down of a supply connection to an industrial estate. An assessment was made in <strong>2013</strong> as<br />
to whether the write-down of the CHPs could be reversed based on the portfolio of CHPs with<br />
associated contract terms and the expected development in the energy prices, but this was not the<br />
case at the end of <strong>2013</strong>. The impairment of the supply connection resulting from a sharp decline in the<br />
purchases by the businesses on the industrial estate in question is also being maintained. In both<br />
assessments, a discount rate of 7.8% before tax was used.<br />
As required by IFRIC 18, with effect from 1 January 2009, contributions received from third parties<br />
towards the costs of constructing property, plant and equipment are no longer deducted from the<br />
carrying amount of the assets concerned but recognised instead as deferred revenue.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 81
3. Interests in joint ventures, investments in associates and<br />
other investments<br />
(EUR 1,000) Total Joint Ventures Associates Other investments<br />
Carrying amount as at 1 January 2012 402,354 309,419 52,869 40,066<br />
Acquisitions 16 9 7 -<br />
Investments/Disposals (22,663) - - (22,663)<br />
Dividends received (46,205) (29,686) (6,726) (9,793)<br />
Share of profits 56,043 23,409 6,618 26,016<br />
IAS39 movement (23,115) - - (23,115)<br />
Other movements 25,212 23,203 (145) 2,154<br />
Carrying amount as at 31 December 2012 391,642 326,354 52,623 12,665<br />
Carrying amount as at 1 January <strong>2013</strong> 391,642 326,354 52,623 12,665<br />
Acquisitions 492 265 227 -<br />
Investments/Disposals 3,817 143 - 3,674<br />
Dividends received (33,975) (25,621) (8,104) (250)<br />
Share of profits 41,548 33,411 8,884 (747)<br />
Other movements 8,998 9,054 (254) 198<br />
Carrying amount as at 31 December <strong>2013</strong> 412,522 343,606 53,376 15,540<br />
The dividends received are primarily attributable to the water company Evides, some relatively small<br />
joint ventures and associates in the field of energy generation that work on the basis of a tolling<br />
agreement with DELTA, networks and waste processing.<br />
The ‘Other movements’ mainly concern a change in the shareholders’ equity of a joint venture and the<br />
contributions to the SET (Sustainable Energy Technology) Fund C.V. and SET Fund II C.V. and<br />
developments in their value in the course of the year.<br />
The completion of the sale of the shares in N.V. KEMA led to the write-off of the interest and recognition<br />
of the realised sale value in 2012. These items were recognised in ‘Other investments’ in that financial<br />
year.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 82
3.1 Joint ventures<br />
A summary is given below of the balance sheet and income statement information relating to the joint<br />
ventures (based on 100% interest).<br />
EVIDES N.V.<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Current assets 68,096 59,083<br />
Non-current assets 1,025,661 1,021,124<br />
Current liabilities (154,133) (338,985)<br />
Non-current liabilities (500,555) (317,024)<br />
<strong>2013</strong> 2012<br />
Revenue 295,303 271,295<br />
Profit from continuing operations 56,802 73,117<br />
Profit from discontinued operations - -<br />
Profit for the year 56,802 73,117<br />
Other comprehensive income - -<br />
Total comprehensive income 56,802 73,117<br />
Dividend received by DELTA 23,550 28,250<br />
Abovementioned income statement consists among others of the following:<br />
Depreciation, amortisation and impairment 65,837 64,121<br />
External finance income/expenses 9,286 8,720<br />
Corporate income tax 1,321 621<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Equity 439,069 424,198<br />
DELTA's interest 50% 50%<br />
Goodwill 95,502 95,502<br />
Carrying amount as at 315,037 307,601<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 83
ELSTA B.V. & Co. C.V.<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Current assets 79,269 53,358<br />
Non-current assets 100,069 118,210<br />
Current liabilities (35,590) (31,644)<br />
Non-current liabilities (84,680) (99,706)<br />
<strong>2013</strong> 2012<br />
Revenue 73,205 73,011<br />
Profit from continuing operations 25,883 23,728<br />
Profit from discontinued operations - -<br />
Profit for the year 25,883 23,728<br />
Other comprehensive income - -<br />
Total comprehensive income 25,883 23,728<br />
Dividend received by DELTA - -<br />
Abovementioned income statement consists among others of the following:<br />
Depreciation, amortisation and impairment 18,928 18,816<br />
External finance income/expenses 7,539 9,251<br />
Corporate income tax - -<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Equity 59,068 33,185<br />
DELTA's interest 25% 25%<br />
Goodwill - -<br />
Other 1,938 1,753<br />
Carrying amount as at 16,557 9,966<br />
Other joint ventures<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Profit from continuing operations attributable to DELTA N.V. (1,396) (19,023)<br />
Profit from discontinued operations attributable to DELTA N.V. - -<br />
Other comprehensive income attributable to DELTA N.V. - -<br />
Total comprehensive income attributable to DELTA N.V. (1,396) (19,023)<br />
Total carrying amount as at 12,012 8,786<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 84
3.2 Associates<br />
A summary is given below of the balance sheet and income statement information relating to the<br />
associates (based on 100% interest).<br />
AZN Holding B.V.<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Current assets n/a 32,676<br />
Non-current assets n/a 256,303<br />
Current liabilities n/a (68,789)<br />
Non-current liabilities n/a (88,392)<br />
<strong>2013</strong> 2012<br />
Revenue n/a 142,303<br />
Profit from continuing operations 24,148 24,359<br />
Profit from discontinued operations - -<br />
Profit for the year 24,148 24,359<br />
Other comprehensive income - -<br />
Total comprehensive income 24,148 24,359<br />
Dividend received by DELTA 2,341 1,984<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Equity 138,553 139,214<br />
DELTA's interest 20% 20%<br />
Goodwill - -<br />
Other 11,861 10,906<br />
Carrying amount as at 39,572 38,749<br />
IHM cvba<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Current assets 10,032 10,784<br />
Non-current assets 30,379 30,312<br />
Current liabilities (1,999) (3,677)<br />
Non-current liabilities (6,765) (7,194)<br />
<strong>2013</strong> 2012<br />
Revenue 8,130 8,502<br />
Profit from continuing operations 1,421 1,779<br />
Profit from discontinued operations - -<br />
Profit for the year 1,421 1,779<br />
Other comprehensive income - -<br />
Total comprehensive income 1,421 1,779<br />
Dividend received by DELTA 457 463<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Equity 31,647 30,226<br />
DELTA's interest 30% 30%<br />
Goodwill - -<br />
Other (11) 456<br />
Carrying amount as at 9,483 9,524<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 85
Other associates<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Profit from continuing operations attributable to DELTA N.V. 3,628 1,212<br />
Profit from discontinued operations attributable to DELTA N.V. - -<br />
Other comprehensive income attributable to DELTA N.V. - -<br />
Total comprehensive income attributable to DELTA N.V. 3,628 1,212<br />
Total carrying amount as at 4,321 4,350<br />
3.3 Other investments<br />
All reported entities presented as other investments are included in the list of non-consolidated<br />
companies.<br />
As part of the implementation of the Borssele covenant, the Sustainable Energy Technology Fund<br />
(SET-Fund I C.V.) was set up in 2007, with the then energy companies DELTA (via DELTA<br />
Investeringsmaatschappij B.V. as a silent partner) and Essent (now part of RWE) each having an<br />
interest of 50%. Given the Fund’s articles of association and the change in the shareholding in N.V.<br />
EPZ, a new fund, the SET-Fund II CV, was established on 23 December 2011. DELTA has a 70%<br />
interest and Essent (RWE) a 30% interest in the fund’s initial capital of EUR 10 million. In view of the<br />
limited degree of control, the investments in both entities are classed as financial instruments and<br />
recognised at fair value.<br />
3.4 Transactions with related parties<br />
The transactions with related parties are shown below in so far as the value of the related party is of<br />
significance to the DELTA annual figures and the sales and purchase transactions, receivables and<br />
payables, and loans granted amount to at least EUR 5 million.<br />
(EUR 1,000)<br />
Elsta B.V & Co C.V. 24.75%<br />
Elsta B.V. 25.00%<br />
Sales Purchases Trade receivables Trade payables Loans granted Interest<br />
%<br />
Interest <strong>2013</strong> 2012 <strong>2013</strong> 2012 31-12-<strong>2013</strong> 31-12-2012 31-12-<strong>2013</strong> 31-12-2012 31-12-<strong>2013</strong> 31-12-2012 <strong>2013</strong> 2012<br />
- 103 25,315 25,065 12 12 2,664 2,481 -<br />
132 - -<br />
BMC Moerdijk B.V. 50.00% 1,767 1,732 5,829 5,819 136 484 1,000 1,137 12,703 14,320 2,550 1,552<br />
Zebra Gasnetw erk B.V. 33.33% - 786 495 3,360 - 397 9 - - - - -<br />
IHM cvba 30.00% 983 856 401 166 379 178 150 61 - - - -<br />
Evides N.V. 50.00% 29,621 27,148 - - 2,690 1,536 821 - - - - -<br />
Total 32,371 30,625 32,040 34,410 3,217 2,607 4,644 3,679 12,703 14,452 2,550 1,552<br />
Transactions with Elsta B.V. are conducted on the basis of tolling agreements (effectively on a cost-plus<br />
basis).<br />
Other transactions are at arm’s length.<br />
No allowance for doubtful receivables has been recognised for receivables from related parties since<br />
there is no need to do so.<br />
Although DELTA’s shareholders (provincial and municipal authorities) are related parties, there are no<br />
material transactions between DELTA and its shareholders.<br />
The remuneration paid to the Executive Board and Supervisory Board is clarified under staff costs and<br />
the other operating expenses.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 86
3.5 Consolidated company with a significant minority interest<br />
Indaver N.V.<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Current assets 173,656 162,890<br />
Non-current assets 694,834 707,900<br />
Current liabilities (281,001) (273,838)<br />
Non-current liabilities (238,076) (274,709)<br />
Equity attributable to DELTA N.V. 228,046 202,292<br />
Equity attributable to non-controlling interests 121,367 119,952<br />
<strong>2013</strong> 2012<br />
Revenue 514,661 519,292<br />
Costs (472,609) (488,051)<br />
Profit for the year 42,052 31,241<br />
Profit attributable to DELTA N.V. 31,539 23,431<br />
Profit attributable to non-controlling interests 10,513 7,810<br />
Profit for the year 42,052 31,241<br />
Other comprehensive income attributable to DELTA N.V. (1,284) (3,979)<br />
Other comprehensive income attributable to non-controlling interests (438) (2,368)<br />
Other comprehensive income (1,722) (6,347)<br />
Total comprehensive income attributable to DELTA N.V. 30,255 19,452<br />
Total comprehensive income attributable to non-controlling interests 10,075 5,442<br />
Total comprehensive income 40,330 24,894<br />
Dividend paid to non-controlling interests 1,500 1,250<br />
Cash flow from operating activities 79,632 67,427<br />
Cash flow from investing activities (37,488) (38,572)<br />
Cash flow from financing activities (41,250) (32,243)<br />
Evolvement cash position during the year 894 (3,388)<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 87
4. Other financial assets<br />
Total Loans to joint Deferred tax Other<br />
ventures and asset financial<br />
(EUR 1,000) associates etc. assets<br />
Carrying amount as at 1 January 2012 121,497 14,370 95,246 11,881<br />
Reversal of current portion 814 3,350 - (2,536)<br />
New loans 70,823 1,685 - 69,138<br />
Results (10,423) - (10,423) -<br />
Repayments (1,229) (618) - (611)<br />
Transferred to equity as hedge reserve 184 - 184 -<br />
Other movements 4,086 (450) 4,087 449<br />
Carrying amount as at 1 December 2012 185,751 18,337 89,094 78,321<br />
Current portion of financial assets (4,025) (3,985) - (40)<br />
Carrying amount as at 1 January <strong>2013</strong> (long term) 181,726 14,352 89,094 78,281<br />
Reversal of current portion 4,025 3,985 - 40<br />
New loans 11,702 1,257 - 10,445<br />
Results (9,351) - (9,351) -<br />
Repayments (3,342) (2,643) - (699)<br />
Transferred to equity as hedge reserve (235) - (235) -<br />
Other movements 12,971 - 11,163 1,808<br />
Carrying amount as at 31 December <strong>2013</strong> 197,496 16,951 90,670 89,875<br />
Current portion of financial assets (1,735) (1,585) - (150)<br />
Carrying amount as at 31 December <strong>2013</strong> (long term) 195,761 15,366 90,670 89,725<br />
4.1 Loans to joint ventures, associates etc.<br />
This concerns loans to joint ventures, associates and other investment entities. The loans are stated at<br />
face value. Of these loans, an amount of EUR 14.1 million is in the form of subordinated loans. As at<br />
year-end <strong>2013</strong>, the weighted average interest rate was 6.9% (2012: 7.2%).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 88
4.2 Deferred tax assets<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Intangible assets and property, plant and equipment 29,419 (8,455)<br />
Financial assets 6,352 5,565<br />
Provisions 18,986 59,157<br />
Unutilised tax losses 27,177 20,307<br />
Hedge reserve pursuant to IAS39/derivatives 8,723 12,381<br />
Other 13 139<br />
Total deferred tax assets 90,670 89,094<br />
Deferred tax assets relate to the carrying amounts of intangible assets, property, plant and equipment<br />
and previously recognised provisions. The deferred tax asset relating to intangible assets and property,<br />
plant and equipment is largely the result of differences between the tax base and the carrying amounts<br />
for reporting purposes in the balance sheet as at 1 January 1998 (the opening balance sheet for tax<br />
purposes for DELTA). Furthermore, a deferred tax asset has been recognised for unused tax losses<br />
that are expected to be offsettable in the coming years. At the balance-sheet date, consultations with<br />
the tax authorities were still ongoing to establish the extent of these tax losses. Depending on the<br />
outcome of these talks, the deferred tax asset may change. The deferred tax assets on loss<br />
carryforwards are reviewed annually and are recognised if, as expected, they can be offset against<br />
future taxable profits. The corporate income tax assessments for DELTA N.V. have been finalised up to<br />
2009.<br />
Since 2006, a hedge reserve for unrealised fair value gains and losses on derivatives/trading contracts<br />
has also been recognised in compliance with IAS 39/32. A deferred tax asset is also recognised in<br />
respect of these unrealised fair value gains and losses. As at year-end <strong>2013</strong>, this hedge reserve was<br />
negative (therefore an asset), resulting in an increase in the deferred tax asset.<br />
As at year-end <strong>2013</strong>, a deferred tax asset amounting to EUR 27.4 million was not recognised in the<br />
balance sheet because of uncertainty as to when the related tax loss carryforwards (in the Netherlands<br />
and in other countries) might be utilised or the asset might be realised.<br />
EUR 8.8 million of the losses that may be carried forward expires within five years. The remainder has<br />
a carry-forward period of more than five years.<br />
At the end of <strong>2013</strong>, the former tax group for the corporate income tax of DELTA N.V. was split. The split<br />
means that part of the deferred tax previously reported in this section is reported with the deferred tax<br />
liabilities as of the <strong>2013</strong> financial statements. The reclassification is recognised in ‘Other movements’ in<br />
<strong>2013</strong>.<br />
4.3 Other financial assets<br />
The 'Other financial assets' as at year-end <strong>2013</strong> mainly comprise prepayments.<br />
In addition, the financial non-current assets include the Foundation that provides the financial security<br />
required by the Nuclear Energy Act to ensure the presence of sufficient funds for the dismantling of the<br />
nuclear power station after the expected closing down date. Keeping the money in a separate<br />
foundation covers the risk of the available funds being part of the assets of the permit holder in the<br />
event of the company going into liquidation.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 89
5. Derivatives and risk management<br />
DELTA N.V. trades in contracts for gas, electricity, coal, oil, CO 2 certificates and currencies relating to<br />
the current year and the four following years. DELTA N.V. regards the markets for these commodities to<br />
be liquid over this time horizon: reliable prices are available from brokers, markets and suppliers of<br />
price information. Fair values for these contracts are calculated on the basis of these published prices;<br />
in-house valuation models are not used. Adjustments are only made to the published prices for the<br />
months, quarters or years ahead in order to match the corresponding periods in the trading systems.<br />
DELTA has a contractual obligation to settle forward contracts on maturity.<br />
To hedge interest-rate risks, DELTA makes use of derivatives such as interest-rate swaps. The effect of<br />
this type of swap contract is to change loans contracted at floating rates into fixed-rate loans.<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 />
5.1.1 Relationships of derivatives in the financial statements <strong>2013</strong><br />
(EUR 1,000)<br />
Assets<br />
<strong>2013</strong><br />
Balance of derivatives<br />
Assets<br />
2012<br />
Liabilities<br />
<strong>2013</strong><br />
Liabilities<br />
2012<br />
Change in <strong>2013</strong>,<br />
assets<br />
Derivatives on the balance sheet (see 5.1.2)<br />
Non-current assets 88,080 101,402 (13,322)<br />
Deferred tax (see 5.1.3) 11,915 12,012 (97)<br />
Current assets 141,856 137,165 4,691<br />
241,851 250,579 (8,728)<br />
Changes in derivatives<br />
Change in <strong>2013</strong>,<br />
liabilities<br />
Non-current liabilities 115,839 137,635 (21,796)<br />
Current liabilities 160,555 146,861 13,694<br />
276,394 284,496 (8,102)<br />
Other balance sheet items relating to derivatives<br />
Hedge reserve (see 5.1.3) (34,657) (34,316) (341)<br />
Deferred tax (see 5.1.3) -<br />
Non-controlling interest connected with swaps (see 5.1.3) (556) (951) 395<br />
Subtotal - - (35,213) (35,267) - 54<br />
-<br />
Purchase of interest rate derivatives by DNWB 2,250 2,250 -<br />
Changes in equity through profit or loss (2,104) (2,106) 2<br />
Fair value changes in equity through profit or loss 524 1,206 (682)<br />
- - (34,543) (33,917) - (626)<br />
Total 241,851 250,579 241,851 250,579 (8,728) (8,728)<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 90
5.1.2 Derivatives position<br />
(EUR 1,000)<br />
ASSETS LIABILITIES NET<br />
Non-current Current Non-current Current<br />
<strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012<br />
Commodity contracts<br />
Gas 33,532 24,774 43,946 52,123 (30,577) (37,335) (50,923) (56,284) (4,022) (16,722)<br />
Electricity 51,502 57,358 75,770 57,528 (47,898) (39,918) (64,146) (47,781) 15,228 27,187<br />
Coal - 1,805 4,398 1,596 (2,337) (3,168) (13,285) (8,228) (11,224) (7,995)<br />
Oil - 1,243 2,981 4,037 - - (84) (709) 2,897 4,571<br />
Other - 2,847 - 5,205 (1,239) (10,440) (7,261) (14,193) (8,500) (16,581)<br />
Other derivatives<br />
Foreign exchange contracts 2,827 13,061 14,715 16,367 (6,886) (8,262) (17,408) (10,694) (6,752) 10,472<br />
- -<br />
Interest rate swaps 219 314 46 309 (26,902) (38,512) (7,448) (8,972) (34,085) (46,861)<br />
Total 88,080 101,402 141,856 137,165 (115,839) (137,635) (160,555) (146,861) (46,458) (45,929)<br />
A positive amount of EUR 0.2 million (2012: negative amount of EUR 3.2 million) from the gains and<br />
losses on these contracts has been recognised in the hedge reserve.<br />
5.1.2a Offsetting financial assets<br />
<strong>2013</strong><br />
(EUR 1,000)<br />
Assets<br />
Non-current assets<br />
Current assets<br />
Gross amount Offsetting Net amount Gross amount Offsetting Net amount<br />
Commodity contracts<br />
Gas 50,526 16,994 33,532 94,866 50,920 43,946<br />
Electricity 254,531 203,029 51,502 622,935 547,165 75,770<br />
Coal 1,064 1,064 - 45,036 40,638 4,398<br />
Oil - - - 6,127 3,146 2,981<br />
Other 2,455 2,455 - 7,061 7,061 -<br />
Other derivatives<br />
Foreign exchange contracts 2,827 - 2,827 14,715 - 14,715<br />
Interest rate swaps 219 - 219 46 - 46<br />
Total 311,622 223,542 88,080 790,786 648,930 141,856<br />
5.1.2b Offsetting financial liabilities<br />
<strong>2013</strong><br />
(EUR 1,000)<br />
Liabilities<br />
Non-current liabilities<br />
Current liabilities<br />
Gross amount Offsetting Net amount Gross amount Offsetting Net amount<br />
Commodity contracts<br />
Gas (47,571) (16,994) (30,577) (101,842) (50,919) (50,923)<br />
Electricity (250,928) (203,030) (47,898) (611,312) (547,166) (64,146)<br />
Coal (3,401) (1,064) (2,337) (53,923) (40,638) (13,285)<br />
Oil - - - (3,230) (3,146) (84)<br />
Other (3,694) (2,455) (1,239) (14,321) (7,060) (7,261)<br />
Other derivatives<br />
Foreign exchange contracts (6,886) - (6,886) (17,408) - (17,408)<br />
Interest rate swaps (26,902) - (26,902) (7,448) - (7,448)<br />
Total (339,382) (223,543) (115,839) (809,484) (648,929) (160,555)<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 91
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<br />
not freely distributable.<br />
The movements in the hedge reserve over the past two years are presented below.<br />
(EUR 1,000)<br />
COMMODITY CONTRACTS<br />
Gas Electricity Coal Oil CO 2 Forex Total<br />
SWAPS<br />
Interest<br />
rate<br />
swaps<br />
Total<br />
2012<br />
Hedge reserve 1-1-2012 (gross) 1,109 2,275 (3,808) 2,906 (21,512) 14,876 (4,154) (39,968) (44,122)<br />
Changes in 2012<br />
Recognised directly in equity (4,875) 11,478 (5,755) 3,213 (4,552) 4,197 3,706 (3,209) 497<br />
Released to income (7,367) 5,244 2,723 (107) 7,532 (7,848) 177 (3,831) (3,654)<br />
Total changes 2012 (12,242) 16,722 (3,032) 3,106 2,980 (3,651) 3,883 (7,040) (3,157)<br />
Hedge reserve 31-12-2012 (gross) (11,133) 18,997 (6,840) 6,012 (18,532) 11,225 (271) (47,008) (47,279)<br />
Deferred tax 2,783 (4,815) 1,710 (1,503) 4,633 (2,806) 2 12,010 12,012<br />
Non-controlling interest - (121) - - - - (121) 1,072 951<br />
Hedge reserve at 31-12-2012 (8,350) 14,061 (5,130) 4,509 (13,899) 8,419 (390) (33,926) (34,316)<br />
<strong>2013</strong><br />
Hedge reserve 1-1-<strong>2013</strong> (gross) (11,133) 18,997 (6,840) 6,012 (18,532) 11,225 (271) (47,008) (47,279)<br />
Changes in <strong>2013</strong><br />
Recognised directly in equity 1,994 33 (9,818) 2,060 (1,563) (7,443) (14,737) 22,011 7,274<br />
Released to income 1,872 (5,287) 6,718 (5,844) 10,811 (6,158) 2,112 (9,235) (7,123)<br />
Total changes <strong>2013</strong> 3,866 (5,254) (3,100) (3,784) 9,248 (13,601) (12,625) 12,776 151<br />
Hedge reserve 31-12-<strong>2013</strong> (gross) (7,267) 13,743 (9,940) 2,228 (9,284) (2,376) (12,896) (34,232) (47,128)<br />
Deferred tax 1,817 (3,438) 2,485 (557) 2,321 594 3,222 8,693 11,915<br />
Non-controlling interest - (5) - - - - (5) 561 556<br />
Hedge reserve at 31-12-<strong>2013</strong> (5,450) 10,300 (7,455) 1,671 (6,963) (1,782) (9,679) (24,978) (34,657)<br />
The composition of the hedge reserve in relation to the commodities, on a gross basis, as at yearend<br />
<strong>2013</strong> is attributable as follows to the years ahead.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 92
Hedge-reserve commodities<br />
COMMODITY CONTRACTS<br />
Gas Electricity Coal Oil CO 2 Forex Total<br />
2014 (7,463) 7,920 (8,094) 2,228 (7,711) (1,673) (14,793)<br />
2015 (453) 5,060 (1,846) - (1,573) (703) 485<br />
2016 649 763 - - - 1,412<br />
2017 - - - - - - -<br />
Totaal (7,267) 13,743 (9,940) 2,228 (9,284) (2,376) (12,896)<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 with their recognition in the income<br />
statement. This is because some hedges have a ‘timing effect’. This is the case, for example, with the<br />
majority of gas hedges, in that the gas price for the first quarter of a year may be determined by the<br />
average oil price over the six months preceding that quarter. The value of the swaps used in such a<br />
hedging relationship, settlement of which takes place in the six months preceding the quarter in which<br />
delivery is made, is recognised in the hedge reserve up to the beginning of the delivery quarter, with the<br />
gain or loss recognised in income in the first quarter of delivery. The maximum time lag on contracts in<br />
a hedging relationship is nine months. During the reporting period, there were no hedging relationships<br />
that were discontinued because an expected transaction did not go ahead.<br />
5.1.4 Hierarchy of financial instruments<br />
The financial instruments are all recurring valuations, measured at fair value, and they are classified<br />
according to the hierarchy below as required by IFRS 13 Fair value measurement<br />
Level 1: Inputs at level 1 are prices quoted on active markets (without adjustment) for identical assets<br />
or liabilities, to which the entity has access on the valuation date.<br />
Level 2: Inputs at level 2 are inputs other than the quoted prices in level 1 that are directly or indirectly<br />
observable for the asset or liability in question.<br />
Inputs at level 2 include:<br />
a) Quoted prices for similar assets or liabilities in active markets.<br />
b) Quoted prices for identical or similar assets or liabilities in markets that are not active.<br />
c) Inputs other than the quoted prices that are directly or indirectly observable for the asset<br />
or liability in question, such as:<br />
i) interest rates and yield curves that are published on a regular basis<br />
ii) implied volatilities<br />
iii) credit spreads (differences in interest rates)<br />
d) Market-corroborated inputs<br />
Level 3: Inputs at level 3 are unobservable inputs for the asset or liability in question.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 93
Assets and liabilities measured at fair value<br />
(EUR 1,000)<br />
FAIR VALUE HIERARCHY<br />
Total as at 31<br />
December Level 1: Level 2: Level 3:<br />
<strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012<br />
Assets<br />
Derivatives 229,936 238,567 - - 229,936 238,567 - -<br />
Part of other investments and other<br />
financial assets 95,566 80,004 - - - - 95,566 80,004<br />
Total assets 325,502 318,571 - - 229,936 238,567 95,566 80,004<br />
Equity and liabilities<br />
Derivatives 276,394 284,496 - - 276,394 284,496 - -<br />
Put options 156,905 151,826 - - - - 156,905 151,826<br />
Total equity and liabilities 433,299 436,322 - - 276,394 284,496 156,905 151,826<br />
The change in the ‘Part of other investments and other financial assets’ in <strong>2013</strong> is EUR 15.6 million.<br />
EUR 14.4 million of this concerns investments/new receivables and EUR 1.2 million concerns the<br />
result.<br />
The other investments include the participating interests in SET Fund C.V. and SET Fund II C.V. (see<br />
also note 3.3). The other financial assets include the Foundation for managing the funds for dismantling<br />
the Borssele nuclear power station (see also note 4.3).<br />
The fair values are based on:<br />
- measurement in accordance with the International Private Equity and Venture Capital Valuation<br />
(IPEV) Guidelines issued by the IPEV Board and approved by the European Private Equity and Venture<br />
Capital Association (EVCA)<br />
- specially established asset funds with their own market value per participating interest<br />
The put options were distributed to the minority shareholders in connection with the acquisition of<br />
Indaver in 2007. The options can be exercised during the calendar year 2015.<br />
Profit attributable to non-controlling interests is added to the value of the put option. The exercise price<br />
of the put option can be determined using the discounted cash flow method, taking several estimates<br />
into account. DELTA therefore uses a bandwidth when determining the fair value of the put options.<br />
The valuation as at the balance-sheet date falls within this bandwidth.<br />
There were no reclassifications in <strong>2013</strong> from one level of the fair value hierarchy to another.<br />
5.2 Risk management<br />
5.2.1 Risk management<br />
DELTA operates on the international gas and electricity markets. The prices on these markets fluctuate<br />
a great deal. Making use of financial instruments allows DELTA to mitigate commodity market risks,<br />
currency risks, interest-rate risks, liquidity risks and credit risks. The preconditions for this have been<br />
set out in the Risk Policy Document and the Treasury Regulations.<br />
The Risk Management Committee, under the aegis of the Executive Board, has established general<br />
procedures and limits. It ensures that the energy trading and sales activities of DELTA remain within the<br />
defined risk margins.<br />
The various types of risk and how DELTA deals with them are explained below.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 94
5.2.2 Market risks<br />
5.2.2.1 Commodity prices<br />
Market risks arise from price movements on the markets on which DELTA buys and sells (gas,<br />
electricity, coal, oil, CO 2 emission rights, currencies, transport capacity, import/export capacity etc.).<br />
DELTA’s policy aims to reduce the impact of price movements in the short term and to follow the<br />
applicable market prices in the longer term. To implement this systematic risk control, DELTA<br />
determines how its assets will be used and which positions should be adopted, depending on the<br />
expected price developments.<br />
The positions are monitored on a daily basis. Trading risks are mitigated by strictly enforcing a system<br />
of limits.<br />
5.2.2.2 Value at Risk<br />
DELTA uses the Value at Risk (VaR) method to assess market risks on the commodity markets in<br />
which it operates. The method involves various assumptions regarding possible changes in market<br />
conditions. The VaR method is an important tool for assessing market risks within DELTA. The method<br />
identifies the maximum losses likely to be incurred as a result of price changes over a three-day period<br />
with a confidence level of 95% (i.e. the maximum loss might be expected to exceed the VaR limit in just<br />
5% of cases). The VaR is calculated using Monte Carlo simulations based on historical volatilities and<br />
correlations. Since portfolios include opposing positions and there is an underlying correlation, the VaR<br />
on the total portfolio is smaller than the sum of that on the individual portfolios.<br />
Value at Risk<br />
(EUR 1,000)<br />
Value at Risk<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Asset Book 8,539 12,977<br />
Trade Books 1,137 2,546<br />
Diversification over Books (1,837) (2,665)<br />
Total 7,839 12,858<br />
The VaR method is an important tool for managing the portfolios within DELTA and the value at risk is<br />
therefore calculated and reported every day. Although the VaR for the Asset Book and for the total<br />
portfolio is reported on a daily basis, it is not used as a management parameter. The Asset Book is<br />
hedged on the basis of a predetermined disposal schedule to establish the average market value.<br />
Departures from the disposal schedule come into Trade Books, for which the VaR is the key measure<br />
of risk.<br />
5.2.2.3 Cash-flow hedges<br />
DELTA uses financial instruments to prevent fluctuations in expected cash flows in so far as possible.<br />
DELTA uses derivatives such as forwards, options and swaps in order to control the consequences of<br />
future movements in market prices. The hedging instruments are derivatives in the commodities traded<br />
by DELTA that are concluded to mitigate cash-flow, price and currency risks. Hedge accounting is<br />
applied to cushion the total change in value of these derivatives.<br />
Where permitted, DELTA accounts for these financial instruments and physical purchase and sale<br />
contracts in a cash-flow hedge in accordance with IAS 39. The item hedged is the future purchase<br />
transaction (power stations, long-term sourcing) or gas and electricity sales transaction.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 95
Cash flow hedges<br />
(EUR 1,000)<br />
AMOUNT AT FAIR VALUE<br />
<strong>2013</strong> 2014 2015 2016<br />
2017 and<br />
beyond<br />
Total<br />
Average<br />
price<br />
Contract<br />
value<br />
Gas forwards (8,752) (15) 163 - (8,605) 0.266 (226,135)<br />
Electricity forwards 6,887 3,252 577 - 10,716 48.395 (460)<br />
Coal swaps (9,264) (2,183) - - (11,447) 68.622 (100,669)<br />
Oil swaps 2,981 - - - 2,981 626.694 (33,841)<br />
CO 2 forwards (4,565) (2,649) - - (7,214) 6.832 (27,219)<br />
Currency swaps 1,525 (871) - - 654 0.899 (263,676)<br />
Total (11,189) (2,466) 740 - (12,914)<br />
2012 <strong>2013</strong> 2014 2015<br />
2016 and<br />
beyond<br />
Total<br />
Average<br />
price<br />
Contract<br />
value<br />
Gas forwards (1,484) (11,075) (1,023) - (13,582) 0.266 (268,713)<br />
Electricity forwards 3,168 9,742 1,612 - 14,522 53.461 98,521<br />
Coal swaps (3,216) (758) - - (3,974) 82.993 (29,304)<br />
Oil swaps 2,860 1,243 - - 4,103 660.307 (106,573)<br />
CO 2 forwards (10,294) (4,458) (815) - (15,567) 11.015 (40,975)<br />
Currency swaps 3,993 7,471 740 - 12,204 0.921 (291,213)<br />
Total (4,973) 2,165 514 - (2,294)<br />
The hedge reserve includes changes in the value of underlying derivatives in the period in which they<br />
are included in an effective hedge. The derivatives presented in the analysis of cash-flow hedges<br />
concern the derivatives that were part of a hedging relationship on the balance-sheet date.<br />
A mismatch occurs because:<br />
the analysis of cash-flow hedges also includes the ineffective portion of the hedging instrument;<br />
the gains and losses on the hedging instrument prior to the inception of a hedging relationship are<br />
also included in the analysis of cash-flow hedges;<br />
also included in the hedging reserve are the gains and losses on the hedging instruments that were<br />
part of a hedging relationship in the past but that were no longer part of such a relationship at the<br />
year-end.<br />
The amounts recognised in the hedge reserve take account of the date on which an instrument was<br />
designated as part of a hedging relationship, which may be different from the date of the associated<br />
trade. In addition, only the gains and losses in the fair value of the effective portion of the hedging<br />
instruments are recognised in the hedge reserve.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 96
5.2.2.4 Currency risk<br />
Currency risk concerns the price risk related to exchange-rate movements. DELTA’s risk policy is to<br />
hedge currency risks on positions in foreign currencies. To hedge the risks, DELTA uses financial<br />
instruments to prevent fluctuations in expected cash flows in so far as possible. Currency positions<br />
resulting from contracts, including commodity contracts, are reported to DELTA’s Treasury Department<br />
a daily basis for hedging at the group level. Currency risk limits are set periodically in consultation with<br />
the Risk Management Committee and monitored by the Treasury Department.<br />
The following exchange rates with respect to the euro were used for the conversion of the currency<br />
positions included in the balance sheet.<br />
Middle rates 31-12-<strong>2013</strong> 31-12-2012<br />
US dollar 1.3770 1.3175<br />
Pound sterling 0.8322 0.8150<br />
5.2.2.5 Interest-rate risk<br />
DELTA’s interest-rate risk policy is to limit the effect of interest-rate fluctuations. To hedge the risks,<br />
DELTA makes use of derivatives such as interest-rate swaps.<br />
Hedged loans<br />
DELTA has a number of interest-rate swaps. All the swaps were effective at the end of the reporting<br />
period. Sensitivity is measured by increasing or decreasing the floating spot by 10%.<br />
The swaps remained effective. Several of these interest-rate derivatives can be classified as option<br />
contracts, which qualify for the exemption referred to in IAS 39, paragraph 74. The change in the fair<br />
value is accounted for in the hedge reserve, with the change in the time value recognised through profit<br />
or loss. The following table shows the effect of a 10% increase and a 10% decrease compared with the<br />
carrying amounts as at 31 December <strong>2013</strong>.<br />
Sensitivity interest rate<br />
(EUR 1,000)<br />
10% increase 10% decrease<br />
Position as at 31 Value based on yield Increase in value Value based on yield Decrease in value<br />
December<br />
curve relative to carrying<br />
curve relative to carrying<br />
<strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012<br />
Derivatives<br />
Derivatives (34,084) (46,861) (31,400) (44,516) 2,684 2,345 (36,768) (49,245) (2,684) (2,384)<br />
Deferred tax on derivatives 8,693 12,010 8,014 11,430 (679) (580) 9,372 12,601 679 591<br />
Total (25,391) (34,851) (23,386) (33,086) 2,005 1,765 (27,396) (36,644) (2,005) (1,793)<br />
Interest rate swaps<br />
Hedge reserve 24,978 33,926 22,982 32,238 (1,996) (1,688) 26,972 35,645 1,994 1,719<br />
Non-controllig interest 561 1,072 536 1,037 (25) (35) 586 1,105 25 33<br />
Total 25,539 34,998 23,518 33,275 (2,021) (1,723) 27,558 36,750 2,019 1,752<br />
Gains and losses on swaps<br />
Total 2,104 2,106 2,118 2,061 14 (45) 2,088 2,144 (16) 38<br />
As at 31 December <strong>2013</strong>, the interest-rate derivatives position represented a loss. An upward<br />
movement of the yield curve reduces this loss.<br />
The hedge reserve relating to interest-rate swaps as at 31 December <strong>2013</strong> constituted a debit item in<br />
equity. An upward movement of the yield curve reduces the amount of this debit.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 97
Unhedged loans<br />
If the interest rates on unhedged variable-rate loans had been 10% higher or lower at the end of the<br />
reporting period with all other variables remaining constant, the profit or loss (before allowing for noncontrolling<br />
interests) would have been EUR 0.4 million per annum lower or higher, respectively.<br />
5.2.3 Liquidity risk<br />
Liquidity risk is the risk that DELTA might not have sufficient funds available to settle its liabilities.<br />
DELTA’s capital management policy focuses on centralising cash management and funding and<br />
borrowing repayment operations at the holding company level as far as possible. A financing plan is<br />
prepared each year on the basis of the 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 non-current borrowings.<br />
DELTA also explicitly aims to satisfy banking ratios and ratios related to the maintenance of its<br />
corporate credit rating and the optimisation of working capital management by a comfortable margin. It<br />
also operates a very strict policy regarding the issue of guarantees and entering into obligations with an<br />
associated liquidity risk.<br />
In March <strong>2013</strong>, DELTA refinanced the revolving credit facility for a period of five years to March 2018.<br />
The revolving credit facility amounts to EUR 450 million. The facility includes an accordion option that<br />
allows the principal to be increased by EUR 50 million. The revolving credit facility is in part a standby<br />
facility and in part to be used for the financing of working capital and coping with seasonal fluctuations.<br />
Investments in long-term assets are financed using long-term loans. In 2012 long-term private loans<br />
totalling EUR 180 million were concluded by DELTA N.V.<br />
A number of entities within the DELTA Group have their own financing facilities, as follows:<br />
1. Indaver has credit facilities for the financing of its working capital requirements. The project funding<br />
for Indaver Germany was completely refinanced by Indaver in <strong>2013</strong>. As at year-end <strong>2013</strong>, Indaver<br />
had drawn down EUR 170 million under the existing credit facilities.<br />
2. DELTA Netwerkbedrijf, as required by the Dutch Independent Network Management Act (WON),<br />
had a separate credit facility of EUR 190 million as at the balance-sheet date. It repaid EUR 40<br />
million of this in <strong>2013</strong>.<br />
3. Sloe Centrale B.V. is financed through project funding to the tune of EUR 202 million (based on a<br />
50% interest).<br />
4. As at year-end, the funding of SLECO Centrale nv amounted to EUR 22 million. (based on a 50%<br />
interest).<br />
The credit rating for DELTA issued by Standard & Poor's remained unchanged in <strong>2013</strong> BBB+ with a<br />
stable outlook.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 98
In order to provide a view of the liquidity risk, the following table presents the contractual maturities of<br />
the financial obligations.<br />
Contractual maturities of financial obligations as at 31 december <strong>2013</strong><br />
(EUR 1,000) < 1 year 1-5 years > 5 years Total<br />
Trade payables 341,048 - - 341,048<br />
Interest-bearing loans 285,799 277,570 243,436 806,805<br />
Derivatives 160,555 115,839 - 276,395<br />
Other 208,243 286,696 1,658 496,597<br />
Total 995,645 680,105 245,094 1,920,845<br />
Related interest payable 11,033 26,239 5,581 42,853<br />
Contractual maturities of financial obligations as at 31 december 2012<br />
(EUR 1,000) < 1 year 1-5 years > 5 years Total<br />
Trade payables 303,614 - - 303,614<br />
Interest-bearing loans 220,975 348,382 255,245 824,602<br />
Derivatives 146,861 137,635 - 284,496<br />
Other 220,422 276,192 1,973 498,587<br />
Total 891,872 762,209 257,218 1,911,299<br />
Related interest payable 11,620 30,799 8,436 50,855<br />
The contractual maturities of the financial obligations reflect the expected outgoing cash flows relating<br />
to the outstanding financial commitments as at the balance-sheet date.<br />
The ‘Other’ contractual maturities item consists primarily of deferred revenue, current taxation and the<br />
Indaver put option.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 99
5.2.4 Credit risk<br />
Credit risk concerns the losses that could arise if a counterparty defaults on a contractual obligation.<br />
DELTA has set credit limits for its external counterparties in order to limit the credit risk. An internal<br />
rating system sets a credit limit for each external counterparty. This system uses publicly available<br />
information on the company concerned or the guarantor (such as financial statements and credit<br />
ratings). If the credit rating of an external counterparty or guarantor is not or is no longer investment<br />
grade, no additional credit risk is accepted. This was the case for a number of external counterparties in<br />
<strong>2013</strong>.<br />
At year-end <strong>2013</strong>, the proportion of DELTA’s external counterparties in each of the different credit rating<br />
classes was as follows.<br />
35%<br />
Credit rating of counterparties<br />
30%<br />
25%<br />
20%<br />
15%<br />
10%<br />
<strong>2013</strong><br />
2012<br />
5%<br />
0%<br />
AA+ AA AA- A+ A A- BBB+ BBB BBB- BB+<br />
In addition to the credit limits based on this credit rating, DELTA uses various instruments to manage<br />
credit risks, including operating under standard contracts and conditions, trading through exchanges,<br />
diversification in its end-users and requesting additional collateral.<br />
For end-users whose energy is supplied by DELTA, creditworthiness is based on data from external<br />
information providers. For existing customers, the historical payment behaviour is also taken into<br />
consideration when deciding whether or not to enter into a supply contract. For a part of the business<br />
end-users the credit risk is covered by a credit insurance. Additional collateral in the form of a bank<br />
guarantee, deposit or advance is requested if necessary.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 100
6. Inventories<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Raw materials 71,347 71,784<br />
Consumables 5,883 6,398<br />
Finished products 6,241 6,292<br />
Goods for resale 4,582 3,390<br />
Total 88,053 87,864<br />
Less: Provision for obsolescence (608) (652)<br />
Total inventories 87,445 87,212<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 101
7. Receivables<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Trade receivables 384,408 371,275<br />
Current tax assets 24,814 1,815<br />
Work in progress for third parties 202 -<br />
Cash not available on demand 26,739 49,300<br />
Current portion of long-term loans granted 1,735 4,025<br />
Other receivables, prepayments and accrued income 24,084 28,254<br />
Total other receivables 52,558 81,579<br />
Total receivables (excluding derivates) 461,982 454,669<br />
The cash not available on demand consists of deposits relating to the trading activities on the futures<br />
exchange markets.<br />
A provision for possible bad debts totalling EUR 20.1 million (2012: EUR 20.2 million) was recognised<br />
in respect of the trade receivables.<br />
Aged analysis of trade receivables<br />
(EUR 1,000)<br />
Age<br />
(in days)<br />
31-12-<strong>2013</strong> 31-12-2012<br />
< 30 364,254 343,667<br />
31-60 13,228 17,049<br />
61-90 2,966 6,791<br />
91-120 2,450 3,948<br />
> 120 21,593 20,068<br />
Total 404,491 391,523<br />
Bad debt provision (20,083) (20,248)<br />
Total trade receivables 384,408 371,275<br />
The
Movements in the bad debt provision<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Balance as at 1 January 20,248 13,794<br />
Bad debts written off (2,781) (1,711)<br />
Added/released 2,616 8,165<br />
Balance as at 31 December 20,083 20,248<br />
In 2012, several amounts were added to the provision as a consequence of the bankruptcy of a major<br />
multi-utility customer.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 103
8. Cash<br />
Cash comprises not only cash but also cash equivalents that can be converted into cash with no<br />
material risk of impairment.<br />
(EUR 1, 000) 31-12-<strong>2013</strong> 31-12-2012<br />
Deposits 77,130 123,559<br />
Cash / Bank 96,985 70,509<br />
Total Cash 174,115 194,068<br />
The amounts placed on deposit become available within three months.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 104
9. Provisions<br />
(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 provisions<br />
Carrying amount as at 1 January 2012 597,531 62,845 165,560 5,500 174,592 189,034<br />
Reversal of current portion of provision 15,876 9,710 - 830 3,474 1,862<br />
Added 91,311 4,256 27,021 1,093 34,467 24,474<br />
Interest added 19,909 2,846 6,758 92 4,485 5,728<br />
Released (48,431) - (46,788) (63) (2,104) 524<br />
Utilised (29,338) (484) - (1,163) - (27,691)<br />
Other movements (1,196) (885) - (86) - (225)<br />
Carrying amount as at 31 December 2012 645,662 78,288 152,551 6,203 214,914 193,706<br />
Current portion of provisions (12,253) (9,299) - (461) (1,370) (1,123)<br />
Carrying amount as at 31 December 2012 633,409 68,989 152,551 5,742 213,544 192,583<br />
Reversal of current portion of provision 12,253 9,299 - 461 1,370 1,123<br />
Added 28,777 89 6,482 5,282 (329) 17,253<br />
Interest added 18,398 2,970 5,765 150 4,999 4,514<br />
Released (48,573) (44) (46,755) - (4) (1,770)<br />
Utilised (40,900) (1,238) - (784) - (38,878)<br />
Other movements 4,330 4,329 - - - 1<br />
Carrying amount as at 31 December <strong>2013</strong> 607,694 84,394 118,043 10,851 219,580 174,826<br />
Current portion of provisions (15,301) (10,199) - (2,910) (1,366) (826)<br />
Carrying amount as at 31 December <strong>2013</strong> 592,393 74,195 118,043 7,941 218,214 174,000<br />
The part of the provisions which it is probable will be utilised within one year, which amounted to EUR<br />
15.3 million (2012: EUR 12.3 million), has been included in current liabilities.<br />
The provisions that amount to more than EUR 5 million are clarified below.<br />
Site restoration costs<br />
Indaver has recognised provisions for the capping and aftercare of its current landfill sites. An amount<br />
of approximately EUR 24.8 million of these provisions is expected to be utilised over the next five years.<br />
The costs have been estimated by the management using best estimates based on existing technology.<br />
Discounting is applied using a discount rate of 4.0% (2012: 4.67%, 5.0% and 5.1%) for all regions.<br />
The current portion of the provision mainly relates to the Koegorspolder landfill site, which ceased to be<br />
used in 2005.<br />
Within Indaver, EUR 4.2 million of provisions has been included for expected costs due to contaminants<br />
identified at certain locations.<br />
Unprofitable contracts<br />
In light of the current market prices for electricity (which are under pressure due to the economic<br />
development in relation to the available production capacity on the one hand and the rise in fuel prices<br />
due to the increasing global demand on the other), some energy purchase/sale contracts that were<br />
made in the past are no longer profitable. Therefore, a provision has been made for onerous contracts<br />
to cover the unprofitable part of some contracts. Withdrawals are made annually to offset the<br />
accumulated negative gross margin. Any results of a production unit involved are added annually to this<br />
provision, because of the causal link between the result of the participation and the formation of the<br />
provision. Provisions are reviewed each year in the light of developments in the electricity and fuel<br />
markets, the relevant legislation and contractual agreements. The price developments in electricity and<br />
fuel components are based on the independent Pöyry midprice curves.<br />
The discount rate for the calculation of this provision is 4.25% (4.25% in 2012).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 105
The provision remaining at the end of <strong>2013</strong> primarily relates to contracts with a joint operation and a<br />
joint venture.<br />
Employee benefits<br />
These provisions have been recognised in order to be able to meet existing future financial obligations.<br />
Under the terms of the collective labour agreement (CLA), DELTA pays employees long-service<br />
benefits. From the date on which an employee joins the company, a provision is recognised for these<br />
benefits, based on the number of years of service, expected price and wage inflation and statistical<br />
attrition, invalidity and mortality rates.<br />
In addition, a provision has been recognised in connection with the transitional arrangements relating to<br />
the IZA/IZR health insurance schemes (public-sector schemes) for former employees that were agreed<br />
with the unions in 2006 and cover a period of ten years. Furthermore a provision is formed for future<br />
payments of sick pay when an employee has been sick for more than two years (that was not the case<br />
as at year-end <strong>2013</strong>). The liability for benefits already in payment pursuant to the Unemployment<br />
(Benefits) Act is also part of this provision.<br />
The discount rate is 4.5% (2012: 4.5%). The discount rate has not been changed because of the longterm<br />
nature of these obligations.<br />
Dismantling of energy generation units<br />
The purpose of this provision is to fund the future dismantling of units once they stop operating. The<br />
forecast final dismantling costs are based on the results from periodic studies, with the inclusion of any<br />
adjustments for price developments, any more recent insights and an estimate of potential<br />
environmental impacts. The provision for the dismantling of the nuclear power station is structured in<br />
such a way that dismantling work on the nuclear power station can start as soon as it stops operating in<br />
2034, in accordance with the agreements made with the national government in the Borssele nuclear<br />
power station covenant.<br />
The provisions have been discounted using a discount rate of 4.5% (4.5% in 2012).<br />
Other provisions<br />
The ‘Other provisions’ include the following:<br />
Provisions for processing and storage costs<br />
This provision was formed on the basis of the current existing obligations. It is determined as the<br />
present value of the estimated future processing and storage costs, minus the estimated present value<br />
of the residual products released in future and the net value of the amounts payable and receivable.<br />
The discount rate is 4.5% (4.5% in 2012).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 106
Retirement benefits<br />
Pension liabilities in the Netherlands<br />
Almost all employees at the DELTA Group’s Dutch locations are members of the ABP pension fund<br />
foundation’s pension plan. The ABP plan is a multi-employer plan. The members bear nearly all the<br />
actuarial and investment risks in this plan. Employers taking part in this plan have no obligation to make<br />
supplementary contributions in the event of a funding shortfall. Our obligations are limited to the<br />
payment of the contribution as determined by the fund. The ABP Board of Trustees sets this<br />
contribution each year based on its own data for the membership base and with due observance of the<br />
parameters and requirements set by the ABP regulatory authority (De Nederlandsche Bank). The<br />
obligation to pay contribution ensues from the participation in the fund in the year in question and not<br />
from participation in previous years. For reporting purposes, the ABP plan is classified as a defined<br />
contribution plan. Therefore the contributions are recognised as an expense and no further explanatory<br />
notes are required.<br />
Retirement benefit obligations at Indaver<br />
Indaver provides defined benefit plans for the employees of the Indaver holding company and some<br />
subsidiaries that were part of the Indaver group before 31 December 2007. This concerns two plans<br />
contracted with various insurance companies.<br />
Indaver also operates unfunded defined benefit plans for the employees of Indaver Deutschland GmbH<br />
in Germany. Indaver also provides defined contribution plans for new employees who have joined the<br />
holding company and some subsidiaries in Belgium since 1 January 2008, as well as for the employees<br />
of Indaver Ireland.<br />
On the above basis, Indaver has the following long-term pension liabilities.<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Pension liabilities 31,322 27,012<br />
Total pension liabilities 31,322 27,012<br />
The current portion of the pension liabilities relating to Indaver, amounting to EUR 0.8 million (2012:<br />
EUR 1.0 million), has been included in current liabilities.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 107
Retirement benefit provisions outside the Netherlands (Indaver)<br />
(EUR 1,000)<br />
31-12-<strong>2013</strong> 31-12-2012<br />
1 Net liability<br />
Belgium Germany Belgium Germany<br />
Present value of defined benefit obligation 38,416 16,792 32,835 15,594<br />
Fair value of plan assets (24,114) (1,549) (21,352) (1,427)<br />
Present value of net obligation 14,302 15,243 11,483 14,167<br />
Actuarial gains and losses 1,968 - 1,572 -<br />
Defined benefit plan based on simple actuarial calculations 457 190 268 483<br />
Net liability on the face of the balance sheet 16,727 15,433 13,323 14,650<br />
2 Movements in present value<br />
Opening defined benefit obligation 32,835 15,594 24,951 12,794<br />
Contributions by employer 2,264 316 1,817 254<br />
Interest cost 1,354 650 1,321 688<br />
Actuarial gains and losses 2,567 835 6,314 2,513<br />
Experience adjustments (653) (464) 941 113<br />
actuarial (gains)/losses from changes in demographic assumptions 627 - - (2)<br />
actuarial (gains)/losses from changes in financial assumptions 2,593 1,299 5,373 2,402<br />
Contributions by employees 282 - 281 -<br />
Costs paid (83) - (59) -<br />
Insurance premiums paid (306) - (300) -<br />
Benefits paid (497) (603) (1,472) (613)<br />
Net transfer in/out - - - (42)<br />
Curtailments and settlements - - (18) -<br />
Closing defined benefit obligation 38,416 16,792 32,835 15,594<br />
3 Movements in fair value<br />
Opening fair value of plan assets 21,352 1,427 20,393 1,246<br />
Return on plan assets 1,276 30 976 34<br />
expected return 938 62 1,146 13<br />
gain/(loss) 338 (32) (170) 21<br />
Contributions by employer 2,090 92 1,485 147<br />
Contributions by employees 282 - 281 -<br />
Expenses paid (83) - (59) -<br />
Premiums paid (306) - (300) -<br />
Benefits paid (497) - (1,472) -<br />
Settlements - - (13) -<br />
Other - - 61 -<br />
Closing fair value of plan assets 24,114 1,549 21,352 1,427<br />
4 Retirement benefit costs<br />
Contribution by employer 2,264 315 1,817 254<br />
Net interest defined benefit liability 416 576 175 662<br />
Net benefit expense recognised in staff costs 2,680 891 1,992 916<br />
5 Actuarial valuation assumptions<br />
Employee benefit plan obligations<br />
Discount rate 3.75% 3.75% 4.25% 4.25%<br />
Expected return 3.75% 3.75% 4.30% 4.30%<br />
Future pay rises 3.50% 2.00% 3.50% 2.00%<br />
Increases in medical expenses 3.00% 3.00%<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 108
6 Actual return on fund investments<br />
The actual return on fund investments in <strong>2013</strong> was EUR 1.3 million (2012: EUR 1.0 million)<br />
7 Sensitivity<br />
1% increase in:<br />
Discount rate (5,934) (2,366) (5,285) (2,117)<br />
Future salary growth 3,555 91 3,075 86<br />
Medical cost trend rate 349 n/a 230 n/a<br />
1% decrease in:<br />
Discount rate 5,281 3,036 4,486 2,692<br />
Future salary growth (4,739) (85) (4,311) (82)<br />
Medical cost trend rate (266) n/a (180) n/a<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 109
10. Movements in long-term debt<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Carrying amount as at 1 January 701,149 829,590<br />
Loans drawn down 47,257 239,722<br />
Movements in cross-border leases (367) (338)<br />
Repayments (59,837) (367,825)<br />
688,202 701,149<br />
Current portion (71,841) (71,125)<br />
Long-term debt 616,361 630,024<br />
The liabilities include bank borrowings. EUR 226 million of the carrying amount falls due after more than<br />
five years. The average interest rate on the debt as at year-end <strong>2013</strong> was 1.7% (2012: 1.9%).<br />
DELTA has a bilateral standby credit facility amounting to EUR 450 million with five banks. No security<br />
has been provided for this facility.<br />
Collateral amounting to EUR 1.8 million has been pledged as security for the negative fair value of<br />
interest-rate swaps entered into in previous years by Indaver Germany.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 110
11. Other non-current liabilities<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Deferred tax liabilities 60,689 53,705<br />
Deferred revenue 87,381 77,286<br />
Indaver put option 156,905 151,826<br />
Other non-current liabilities 41,673 46,291<br />
Total other non-current liabilities 346,648 329,108<br />
Deferred tax liabilities<br />
The deferred tax liabilities relate to differences in the valuation of the balance sheet for commercial<br />
purposes and that for tax purposes. The deferred tax liability is primarily due to past acquisitions. When<br />
an equity interest is acquired, the acquired property, plant and equipment and intangible assets are<br />
recognised at fair value. Fair value adjustments are not tax-allowable, necessitating the recognition of a<br />
deferred tax liability in connection with the adjustment to the fair value of the acquired assets. The tax<br />
liability decreases in proportion to the fair value adjustments, except for the fair value adjustments on<br />
land.<br />
In addition, the deferred tax liability includes the temporary difference that arises because the provision<br />
that is allowable for commercial purposes for unprofitable contracts is not allowable for tax purposes.<br />
Because of the split of the tax group for DELTA N.V.’s corporate income tax, a transfer took place at<br />
year-end <strong>2013</strong> from the deferred tax assets to the deferred tax liabilities. Because of this transfer, the<br />
individual deferred tax assets and liabilities of the tax groups are reported separately. The transfer led<br />
to an increase in the deferred tax liabilities.<br />
Equally, additions to provisions lead to a deferred tax asset. The movement in the tax asset depends on<br />
the utilised provisions.<br />
The deferred tax liability is attributable to:<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Intangible assets 2,347 2,943<br />
Property, plant and equipment 95,638 52,342<br />
Other (37,296) (1,580)<br />
Total 60,689 53,705<br />
Deferred revenue relates to payments already received in respect of waste that still has to be<br />
processed by Indaver. In both <strong>2013</strong> and 2012, the contributions received from third parties for new<br />
capital projects within the network business were added to the deferred revenue (in accordance with<br />
IFRIC 18).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 111
Indaver put option<br />
In 2008, DELTA increased its interest in Indaver to 75%. When Indaver was acquired in 2007, put<br />
options were granted to the minority shareholders; these options can be exercised in the course of<br />
2015. Consequently the put options are included in the non-current liabilities at year-end <strong>2013</strong>. They<br />
are valued at their fair value as at 31 December.<br />
The share in the company’s profits attributable to the minority shareholders and other movements in the<br />
equity value are incorporated in the liabilities relating to the put option.<br />
The exercise price of the option is determined using the discounted cash flow method, and various<br />
estimates are discussed. Management has based the cash-flow projections on the business plans for<br />
the years 2014-2016 and in some cases for a longer time frame.<br />
After the period that this covers, a perpetual series is used. This takes into account the available<br />
information regarding market developments. No extrapolations have been used that have growth rates<br />
in excess of inflation.<br />
For this reason, DELTA uses a bandwidth when determining the fair value of the put option. The<br />
valuation as at the balance-sheet date falls within this bandwidth.<br />
Other non-current liabilities<br />
This includes N.V. EPZ’s liability for the costs to cover the final nuclear fuel load still present in the<br />
reactor core when the nuclear power station unit comes to the end of its lifespan. The recognised<br />
liability is based on the known nuclear fuel costs at year-end <strong>2013</strong> for the final fuel load, taking the<br />
present value (based on a discount rate of 4.5%) of the estimated amounts for the future value of the<br />
remaining core, including reprocessing and storage costs.<br />
Movements in ‘Other non-current liabilities’<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Carrying amount as at 1 January 329,108 167,867<br />
Movement in deferred tax position 6,984 (5,323)<br />
Released deferred revenue (recognised in profit or loss) (8,577) (8,143)<br />
Deferred revenue (resulting from IFRIC 18) 18,672 14,430<br />
Change in Indaver put option 5,079 151,826<br />
Other movements (4,618) 8,451<br />
Total other non-current liabilities 346,648 329,108<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 112
12. Current liabilities<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Trade payables 341,048 303,614<br />
Current tax liabilities 6,122 19,170<br />
Other current tax liabilities 94,426 69,404<br />
Deferred revenue 15,130 19,391<br />
Work in progress for third parties - 3,603<br />
Current portion of provision 15,301 12,254<br />
Current portion of long-term debt 71,841 71,125<br />
Accruals and deferred income 76,503 95,350<br />
Other current liabilites 148,344 166,475<br />
Bank borrowings 120,998 125,803<br />
Total current liabilities (excluding derivatives) 741,369 719,714<br />
The 'Other current tax liabilities' are for the most part sales tax that is still to be paid. In addition, the<br />
current tax liabilities include liable payroll tax and social security contributions, corporate income tax<br />
and energy taxes that are payable.<br />
Repayments on long-term loans and withdrawals from provisions that are planned for 2014 have also<br />
been included under ‘Current liabilities’ (in addition to the other payables and accruals).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 113
Commitments and contingent liabilities<br />
A summary of the off-balance-sheet rights and obligations is given below, insofar as their impact on the<br />
result exceeds EUR 5 million.<br />
A. Operational<br />
DELTA Energy B.V. trading portfolio<br />
DELTA’s risk management policy aims to actively control the risk exposures connected with production<br />
assets and long-term procurement contracts. Positions arising from trading activities are controlled<br />
through a strict system of limits, using both financial and energy derivatives, including swaps and<br />
options. The sales contracts in the portfolio relate to energy supplied to end-users and trading partners<br />
and associated financial instruments. The value of the 2012 sales contracts at the end of the reporting<br />
period was EUR 1,314 million (2012: EUR 1,040 million).<br />
Procurement contracts in the portfolio relate to production and purchasing agreements with trading<br />
partners and associated contracts for financial instruments. The value of the procurement contracts as<br />
at the balance-sheet date was EUR 3,329 million (2012: EUR 3,238 million). The value of the financial<br />
instruments is determined on the basis of market values derived from transactions contracted in the<br />
physical commodities trade.<br />
Long-term waste processing contracts<br />
Indaver has entered into various long-term contracts for processing waste. They are covered by<br />
payments upfront, which have been recognised in the balance sheet (<strong>2013</strong>: EUR 39.9 million; 2012:<br />
EUR 44.8 million). In some cases, the client has been given a put option conferring the right to sell<br />
some of the rights concerned back to Indaver. No liability has been recognised in respect of these put<br />
options since exercise of the options is not considered to be a probability.<br />
Investment commitments<br />
As at year-end <strong>2013</strong>, the company had outstanding financial commitments totalling approximately EUR<br />
55.5 million (2012: EUR 120.7 million). These commitments relate chiefly to capital projects under<br />
construction.<br />
Borssele covenant<br />
In 2006, a covenant was agreed with the central government on the extension of the service life of the<br />
nuclear power station until 2033. As part of the covenant, agreements were also reached on the efforts<br />
that DELTA (and Essent) would make to address and provide technical and financial support for new<br />
renewable energy developments. In addition to their interests in the Sustainable Energy Technology<br />
(SET) Fund C.V., these commitments include investments in additional innovative projects.<br />
In 2012, a stake was acquired in the Sustainable Energy Technology (SET) Fund II C.V.<br />
Cross-border lease of waste incineration plant<br />
On 17 August 1999, Indaver entered into a cross-border lease with an American investor for the use of<br />
lines 1 and 2 of the incinerator plant in Doel. The initial lease term was 25.4 years, with an option of a<br />
maintenance contract for a further 13 years. Under the terms of the lease, Indaver received an amount<br />
of USD 135 million and placed USD 129.4 million on deposit on the date the contract came into effect.<br />
On the strength of this deposit, a payment agreement almost entirely covering the cost of the lease was<br />
concluded with banks enjoying a high credit rating. In 2011, an additional bank guarantee was provided<br />
on behalf of the American counterparty.<br />
B. Collateral and guarantees<br />
DELTA has issued and received the following financial collateral to guarantee transactions it has<br />
entered into.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 114
(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 21,709 11,447 9,534 42,690<br />
Other collateral granted 83,777 11,256 62,701 157,734<br />
Total collateral granted 105,486 22,703 72,235 200,424<br />
Collateral received<br />
Term in years<br />
< 1 year 1 – 5 years > 5 years Total<br />
Collateral received for associates and joint ventures - - - -<br />
Other collateral received 23,394 40,799 117,368 181,561<br />
Total collateral received 23,394 40,799 117,368 181,561<br />
Principal collateral granted<br />
DELTA has given guarantees totalling EUR 22.3 million to the Zeeland provincial authority in respect of<br />
the financial obligations connected with the capping of the Koegorspolder and North and Central<br />
Zeeland landfill sites. DELTA has also given guarantees totalling EUR 24.6 million to the South Holland<br />
provincial authority for the cost of capping the Derde Merwedehaven landfill site in Dordrecht.<br />
Indaver has also issued a number of bank guarantees, totalling EUR 112.3 million, of which EUR 64.6<br />
million related to the transportation and treatment of waste streams and EUR 35.5 million to a crossborder<br />
lease that was signed in the past.<br />
Indaver has also underwritten the bank loans contracted by the joint venture Sleco Centrale nv, which<br />
totalled EUR 22 million as at 31 December <strong>2013</strong>.<br />
Principal collateral received<br />
Of the collateral received, an amount of EUR 151.2 million relates to bank guarantees received in<br />
connection with DELTA’s trading activities.<br />
Indaver has received bank guarantees from customers and suppliers totalling EUR 11.6 million.<br />
C. Lawsuits and claims<br />
Unbundling plan – Independent Network Management Act (WON)<br />
The Minister approved the plan to unbundle the company on 2 December 2009. However, on 22 June<br />
2010, the Court in The Hague declared parts of the unbundling act non-binding. In the light of this<br />
judgement, the unbundling did not go ahead, although the conditions stipulated by the Minister have<br />
been complied with as far as possible and necessary. The government took the case to the Supreme<br />
Court in an attempt to get the decision overturned. On 24 February 2012, the Supreme Court referred<br />
the case to the European Court of Justice in Luxembourg.<br />
On 14 January <strong>2013</strong>, the case was presented by the parties in an oral hearing before the Court. The<br />
European Court's ruling on the questions presented was given at the end of <strong>2013</strong>, after which the case<br />
was referred back to the Supreme Court. The Supreme Court is expected to pass judgement in 2014.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 115
Notes to the consolidated income statement<br />
13. Revenue<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
Electricity supply 970,030 1,045,684<br />
Gas supply 343,938 331,560<br />
Electricity and gas transport 118,270 111,677<br />
Cable, internet and telecommunications 78,995 75,076<br />
Waste management and environmental<br />
services 514,441 519,292<br />
Other revenue 77,919 84,420<br />
Total revenue 2,103,593 2,167,709<br />
The supply of and trade in electricity was less in the year under review because of the termination of<br />
supplies to a major customer following its liquidation in mid-2012.<br />
Revenues from gas and electricity supplies to domestic and small-business users are partly estimated<br />
as staggered meter readings are taken throughout the year.<br />
Trade volumes increased in the energy segment. Despite increasing pressure on prices, capacity<br />
utilisation rates remained at an acceptable level at Indaver’s plants and revenue remained above EUR<br />
500 million. The introduction of new services and the increase in the share of digital TV viewers meant<br />
that revenue in the cable segment rose by 5%.<br />
Revenue can be broken down geographically as follows.<br />
(EUR 1,000)<br />
Revenue per country<br />
<strong>2013</strong> 2012<br />
The Netherlands 1,333,067 1,399,133<br />
Belgium 242,068 208,461<br />
Great Britain & Ireland 314,276 355,370<br />
Germany 168,955 173,193<br />
Other EU 40,117 28,723<br />
Outside EU 5,110 2,831<br />
Total 2,103,593 2,167,709<br />
The revenue in each country is made up entirely of external revenue. Revenue outside the Netherlands<br />
was realised almost entirely in the Energy and Waste Management segments.<br />
14. Cost of sales<br />
Part of the electricity requirement was purchased from the related parties Elsta and BMC Moerdijk, in<br />
which DELTA has an equity interest (both are recognised as joint ventures). This electricity is mainly<br />
procured on a cost-plus basis. In addition, a key production unit was out of operation for a number of<br />
weeks, as a result of which electricity had to be purchased.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 116
15. Other gains and losses<br />
Other gains and losses consist chiefly of payments received for third-party services and payments<br />
made in compensation for losses.<br />
16. Fair value gains and losses on the trading portfolio<br />
DELTA uses derivatives to hedge price and currency risks arising from energy commodity contracts<br />
(electricity, gas, coal and oil). DELTA uses cash-flow hedging for this purpose, contracting hedging<br />
instruments to offset the exposure to variations in existing and future cash flows that could ultimately<br />
affect the results.<br />
The hedges are attributed to a specific risk relating to an item in the balance sheet or a highly probable<br />
forecast transaction. The effective portion of the fair value gain or loss on the hedge reserve is<br />
recognised directly in hedge reserves in equity. The cumulative amounts recognised in equity are taken<br />
to the income statement in the same period as the hedged transaction.<br />
The portion of the gain or loss on the contract portfolio that is not hedged by means of hedging<br />
instruments (the non-effective hedges) is recognised in the income statement as a fair value gain or<br />
loss.<br />
Energy market price movements in <strong>2013</strong> resulted in a net loss on the fair value of the portfolio of<br />
contracts amounting to EUR 13.3 million, of which approximately EUR 0.7 million has been recognised<br />
in income and approximately EUR 12.6 million has been recognised directly in equity.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 117
17. Third-party services, materials and other external charges<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
Third-party work and services 184,751 205,551<br />
Consumption of materials 65,909 65,191<br />
Other external charges 37,126 31,668<br />
Total 287,786 302,410<br />
The ‘Other third-party work and services’ largely concerns costs connected with the electricity, gas and<br />
digital infrastructure. Another item included in third-party work and services is ICT costs.<br />
A large part of the external charges is related to the operations of Indaver, EPZ and Sloe. The costs of<br />
materials used by Indaver, EPZ and Sloe amounted to EUR 62.4 million in <strong>2013</strong>, costs for third-party<br />
services amounted to EUR 119.8 million and other external charges totalled EUR 17.2 million.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 118
18. Staff costs<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
Salaries 187,109 184,642<br />
Social securities contributions 31,633 30,151<br />
Pension charges 21,089 20,101<br />
Other staff costs 20,437 14,656<br />
Staff costs 260,268 249,550<br />
Capitalised staff costs (3,543) (6,404)<br />
Total 256,725 243,146<br />
Number of employees (FTEs) as at 31 December 3,216 3,413<br />
FTEs related to discontinued operations/assets held for sale - 128<br />
Number of FTEs related to the above total staff costs 3,216 3,285<br />
Average number of FTEs (related to the above total staff costs) 3,256 3,282<br />
The number of FTEs working for DELTA, including all the FTEs in the joint arrangements (N.V. EPZ,<br />
Sloe Centrale B.V., SLECO Centrale nv and Svex nv) totalled 3,394 (3,470 in 2012).<br />
The FTEs from discontinued operations relate to DELTA Industriële Reiniging B.V.<br />
FTE average: segment <strong>2013</strong><br />
Energy + Corporate 698<br />
EPZ 379<br />
Waste management 1,537<br />
Grids and Networks 642<br />
Total 3,256<br />
FTE average: geographical <strong>2013</strong><br />
the Netherlands 1,990<br />
Foreign 1,266<br />
Total 3,256<br />
Of the pension charges, EUR 3.57 million relates to defined benefit plans (EUR 2.91 million in 2012).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 119
Remuneration of the members of the Executive Board of DELTA N.V. registered as directors<br />
with the Chamber of Commerce.<br />
The remuneration policy for the members of the company’s Executive Board was adopted by the<br />
General Meeting of Shareholders on the recommendation of the Supervisory Board. The underlying<br />
principle of the remuneration policy is that DELTA N.V. should be able to offer a sufficiently competitive<br />
remuneration package to attract and retain people with the right expertise and experience.<br />
The members of the Executive Board are employed on a permanent basis and are appointed as<br />
directors for a period of four years. Their employment contracts are drafted accordingly and contain, in<br />
addition to a minimum period of notice, a clause providing for severance pay amounting to a maximum<br />
of one year’s salary, in conformity with the Dutch Corporate Governance Code.<br />
The Supervisory Board decides the remuneration for the individual Executive Board members each<br />
year. Since 2010, the benchmark for determining the gross basic salaries has been the median level in<br />
the market for company directors in the Netherlands, i.e. half of those in comparable positions (as<br />
graded by Hay) are paid less and half are paid more.<br />
The annual pay also has a variable component, which depends on the achievement of a number of<br />
agreed targets in the current year. The maximum amount of this variable remuneration is 30% of the<br />
gross basic annual salary. Each year, the targets to be achieved are set by the Supervisory Board and<br />
the CEO. They are partly financial (net profit and cash flows) and partly in the form of personal targets<br />
and related to personal performance and contribution to the achievement of group-wide HR objectives.<br />
The Executive Board members are also covered by the pension plan applicable to all the company’s<br />
employees (administered by the ABP pension fund foundation).<br />
Executive Board remuneration<br />
(amounts in EUR)<br />
R.J. Frohn<br />
CEO<br />
F. Verhagen<br />
CFO<br />
Gross basic annual salary 312,500 280,000<br />
Taxed expense allowances 17,708 9,630<br />
Pension contributions by employer 91,455 81,300<br />
Taking on CEO role on interim basis - 23,750<br />
Variable remuneration - 63,000<br />
Total 421,663 457,680<br />
Mr Frohn stepped down from his position as CEO of DELTA N.V. on 31 October <strong>2013</strong>.<br />
The variable remuneration is the remuneration granted for <strong>2013</strong>. Based on prior agreements, Frank<br />
Verhagen is entitled to variable remuneration of 30%. Following consultation and in view of the<br />
economic conditions and DELTA’s position in the difficult market, it was decided to cap the variable<br />
bonus at the target level of 22.5%. Furthermore, Mr Verhagen was granted additional variable<br />
remuneration for <strong>2013</strong> as compensation for fulfilling the role of CEO on an interim basis. The variable<br />
remuneration became payable in the following financial year.<br />
The crisis levy is liable for board members under the Implementation of the Budget Agreement Fiscal<br />
Measures Act <strong>2013</strong>, which came into effect in 2012; although originally intended as a once-only levy, it<br />
was extended by one year and amounted to EUR 61,885 in <strong>2013</strong> (EUR 32,672 in 2012). In view of the<br />
nature of this levy, this sum is not included in the ‘Executive Board remuneration’ item.<br />
The remuneration of the Executive Board members in 2012 amounted to EUR 892,423.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 120
19. Depreciation, amortisation and impairment<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
Intangible assets<br />
Amortisation 14,308 17,165<br />
Impairment - 4,286<br />
Property, plant and equipment<br />
Depreciation 165,435 171,526<br />
Impairment 545 23,950<br />
Third-party contributions released (received prior to 2009) (6,026) (6,265)<br />
Brought to result from discontinued operations - (1,692)<br />
Totaal 174,262 208,970<br />
The impairment of property, plant and equipment in 2012 relates mainly to a write-down of combined<br />
heat and power (CHP) plants and the write-down of a transport connection to an industrial park. There<br />
were no impairments of any note in <strong>2013</strong>.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 121
20. Other operating expenses<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
Added to provision for bad debts 2,616 8,165<br />
Other operating expenses 3,004 3,252<br />
Added to other provisions 3,717 17,247<br />
Total other operating expenses 9,337 28,664<br />
The main reason for the allocation to the provision for bad debts in 2012 was the bankruptcy of a major<br />
multi-utility customer.<br />
'Other operating expenses' includes the directors’ fees for members of the company’s Supervisory<br />
Board.<br />
The additions to the 'Other provisions' relate mainly to additions to provisions for EPZ in relation to the<br />
nuclear power station.<br />
Remuneration of the Supervisory Board <strong>2013</strong><br />
With effect from 1 January 2011, the Supervisory Board has consisted of the chairman and four<br />
members. The remuneration amounts to the following annual fees:<br />
Chairman EUR 42,100,-<br />
Ordinary members EUR 26,300,-<br />
Audit Committee members EUR 5,300,-<br />
The total remuneration of the members of the Supervisory Board in <strong>2013</strong> amounted to EUR 161,100<br />
(2012: EUR 169,000).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 122
21. Share in the profit of joint ventures and associates<br />
This concerns the results attributable to DELTA from its interests in joint ventures and investments in<br />
associates.<br />
In <strong>2013</strong> the share in the profit of joint ventures and associates was EUR 41.5 million, which is less than<br />
in 2012 (EUR 73.2 million). This is mainly due to the recognised gain recorded in 2012 on the sale of<br />
the investment in N.V. KEMA.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 123
22. Net finance income (expense)<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
External finance income 3,709 19,932<br />
External finance expense (26,602) (33,900)<br />
Interest added to provisions (18,398) (19,910)<br />
Other finance income (expense) 1,343 1,181<br />
(39,948) (32,697)<br />
Capitalised interest 364 513<br />
Total finance income (expense) (39,584) (32,184)<br />
The interest expenses including capitalised intrest were EUR 26.2 million, EUR 7.3 million less than in<br />
2012. This is mainly due to lower debt in <strong>2013</strong> and the costs of ending an interest-rate swap in 2012.<br />
The interest income was considerably more in 2012 than in <strong>2013</strong>; this is largely due to a payment and<br />
the revaluation of the Landsbanki funds held by EPZ.<br />
The interest rate applied for the capitalisation of construction-period interest in <strong>2013</strong> was 1.9% (2012:<br />
1.9%).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 124
23. Corporate income tax<br />
(EUR 1,000) <strong>2013</strong> 2012<br />
Corporate income tax<br />
Current corporate income tax liability (1,834) (20,892)<br />
Movements in deferred tax assets and liabilities (953) (7,253)<br />
Total tax (2,787) (28,145)<br />
Of which reported under discontinued operations 491 702<br />
Tax expense recognised in profit or loss (3,278) (28,847)<br />
Effective tax burden (including discontinued operations) 3.3% 27.2%<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) 83,519 103,395<br />
Substantial-holding privilege (98,422) (133,545)<br />
EIA/MIA schemes - -<br />
Temporary differences connected with the carrying amounts of assets<br />
and provisions (incl. VAMIL) (38,094) 3,695<br />
Other differences 1,577 646<br />
Taxable amount, Netherlands (51,420) (25,809)<br />
Standard tax rate in the Netherlands as from 2011 25.00% 25.00%<br />
Tax for the year - -<br />
Adjustment for prior years 8,267 1,890<br />
Taxes domestic joint operations (IFRS 11) (3,744) (9,218)<br />
Tax paid by subsidiaries outside the Netherlands (6,356) (13,564)<br />
Current corporate income tax liability (1,833) (20,892)<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 purposes plus<br />
utilisation of tax loss carryforwards.<br />
Applicable tax loss carryforwards 6,317 6,452<br />
Temporary differences (8,957) (4,697)<br />
Movements in deferred tax for deductible tax losses 643 (10,757)<br />
Adjustment for prior years 1,594<br />
Changes in deferred tax position related to domestic joint operations<br />
(1,284) (606)<br />
(IFRS 11)<br />
Changes in deferred tax position related to foreign consolidated and<br />
partial consolidated companies 2,328 761<br />
Movements in tax provisions (953) (7,253)<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 125
24. Assets held for sale and discontinued operations<br />
On 6 March 2012, the management of DELTA decided that the activities of DELTA Industriële Reiniging<br />
B.V. no longer belonged within the DELTA Group. The sale of the operations took effect on 1 February<br />
<strong>2013</strong>. Costs were incurred in <strong>2013</strong> for the settlement of the assets and liabilities not included in the<br />
sale.<br />
In addition, the ‘Discontinued operations’ item also includes prior-year revenue relating to the<br />
participating interest in Fesil Sunergy AS, which was sold in 2012.<br />
These developments led to the recognition, in the income statement, of all the resulting financial<br />
implications as profit after tax from discontinued operations and, in the balance sheet, as<br />
assets/liabilities held for sale.<br />
24.1.1 Income statement<br />
The combined effect of the above activities on the income statement is as follows:<br />
(EUR 1.000) <strong>2013</strong> 2012<br />
Profit before tax (1,196) (2,087)<br />
Tax 491 702<br />
Profit after tax (705) (1,385)<br />
Most of the negative result from discontinued operations in <strong>2013</strong> is attributable to the settlement of the<br />
assets and liabilities of DELTA Industriële Reiniging B.V.<br />
24.2.2 Balance sheet<br />
The carrying amount of the assets held for sale is presented as a net amount of approximately EUR 0.1<br />
million in accordance with IFRS 5. This amount is an estimate of the selling price less selling costs.<br />
24.3.3 Cash-flow statement<br />
The following amounts have been included in the consolidated cash-flow statement of DELTA N.V. in<br />
respect of the above activities.<br />
The total cash flow from operating activities relating to discontinued operations is an outflow of<br />
approximately EUR 1 million. These expenditures are accounted for in ‘Other movements’.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 126
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<br />
in the income statement and the balance sheet do not generate direct cash-flow effects, the cash flow<br />
for these items has been neutralised. This essentially 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<br />
the asset and the liability sides of the balance sheet. Some of these gains and losses are also included<br />
in the operating result and some in the hedge reserve, forming part of group equity. However, none of<br />
these movements results directly in cash flows. For this reason, all movements are included in the<br />
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<br />
undistributed portion results in an increase in the equity of the company concerned and therefore in a<br />
change in the amount of the financial assets recognised on the face of DELTA’s balance sheet.<br />
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<br />
but also of the deferred tax assets and liabilities resulting from the agreement with the Dutch Tax<br />
Administration concerning the opening balance sheet for tax purposes in 1998. As movements in<br />
deferred tax do not lead to actual cash flows, movements in deferred tax assets and liabilities have<br />
been eliminated in the cash flow.<br />
The cash flow from operating activities is less than in 2012, despite the improvement in the working<br />
capital position. This is largely due to unplanned downtime in the conventional part of the nuclear power<br />
station that continued for several weeks in the second half of the year.<br />
Capital expenditure on tangible and intangible fixed assets was higher in <strong>2013</strong> than in 2012;<br />
this is mostly because of the investments in the Kreekraksluis wind farm (Zeeland) and a fermentation<br />
plant in Alphen aan den Rijn.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 127
Post-balance-sheet events<br />
There were no events after the balance-sheet date.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 128
Consolidated companies<br />
Company Main activity Headquarters<br />
The interest gives the parent company's shareholding in the subsidiary.<br />
Interest in company<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Zeeuwse Netwerkholding N.V. Grids and networks Middelburg 100% 100% 100%<br />
DELTA Netwerkbedrijf B.V. Grids and networks Middelburg 100% 100% 100%<br />
DELTA Personeel B.V. Other Middelburg 100% n/a 100%<br />
DELTA Infra B.V. Infrastructural Middelburg 100% 100% 100%<br />
DELTA Energy B.V. Energy Middelburg 100% 100% 100%<br />
DELTA Ficus Holding B.V. Energy Middelburg 100% 100% 100%<br />
DELTA Pipe B.V. Energy Middelburg 100% 100% 100%<br />
Deltius B.V. Energy Ritthem 100% 100% 100%<br />
Windpark Kreekraksluis B.V. Energy Middelburg 100% 100% 100%<br />
DELTA Tolling Sloe B.V. Energy Middelburg 100% 100% 100%<br />
DELTA Saefthinge N.V. Energy Doel, Belgium 99.9% 99.9% 99.9%<br />
Limo Energie Nederland B.V. Energy Middelburg 100% 100% 100%<br />
Litro Energie Nederland B.V. Energy Middelburg 100% 100% 100%<br />
DELTA Energy Belgium N.V. Energy Doel, België 99.9% 99.9% 99.9%<br />
DELTA Comfort B.V. Multimedia Middelburg 100% 100% 100%<br />
DELTA Kabelcomfort Netten B.V. Multimedia Middelburg 100% 100% 100%<br />
ZeelandNet B.V. Multimedia Kamperland 100% 100% 100%<br />
DELTA COM B.V. Energy Middelburg 100% n/a 100%<br />
DELTA Industriële Reiniging B.V. Bergen op Zoom 100% 100% 100%<br />
DELTA Investerings Maatschappij B.V. Other Middelburg 100% 100% 100%<br />
DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V. Other Middelburg 100% 100% 100%<br />
Stichting DELTA Zeeland Fonds Other Middelburg 100% 100% 100%<br />
DELTA Development & Water B.V. Middelburg 100% 100% 100%<br />
Triqua B.V. Wageningen 100% 100% 100%<br />
DELTA Biovalue B.V. (declared bankrupt) Eemshaven 100% 100% 100%<br />
DELTA Biovalue Nederland B.V. (declared bankrupt) Eemshaven 100% 100% 100%<br />
DELTA Biopat B.V. (declared bankrupt) Eemshaven 100% 100% 100%<br />
DELTA Solar B.V. Middelburg 100% 100% 100%<br />
Sunergy Investco B.V. Middelburg 100% 100% 100%<br />
Voting<br />
rights<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 129
Consolidated companies (continued)<br />
Company Main activity Headquarters<br />
Interest in company<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Voting<br />
rights<br />
Indaver N.V. Waste Belgium 75% 75% 75%<br />
Indaver Participaties N.V. Other Belgium 99.9% 99.9% 99.9%<br />
Indaver Logistics N.V. Waste & Transport Belgium 99.9% 99.9% 99.9%<br />
Indaver Medical Services N.V. Other Belgium 99.9% 99.9% 99.9%<br />
Indaver Italia S.R.L. Waste Italy 100% 100% 100%<br />
Indaver Ireland Ltd Waste Ireland 100% 100% 100%<br />
Indaver Energy Ltd Other Ireland 100% 100% 100%<br />
Indaver Nederland B.V. Other the Netherlands 100% 100% 100%<br />
Indaver Gevaarlijk Afval B.V. Waste the Netherlands 100% 100% 100%<br />
Indaver Personeel B.V. Other the Netherlands 100% 100% 100%<br />
Indaver ARP B.V. 1) Waste the Netherlands 100% 100% 100%<br />
DELTA Milieu B.V. Terneuzen n/a 100% n/a<br />
Indaver Compost & Biomassa B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Bio Energie B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Groencompost B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Compost B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Impex B.V. 1) Waste 's-Gravenpolder 100% 100% 100%<br />
Zeeuwse Reinigingsdienst B.V. Waste Terneuzen 99% 99% 99%<br />
Indaver Verwerking B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Recycling B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Perex B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Indaver Afvalberging B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Derde Merwedehaven B.V. Waste Terneuzen 100% 100% 100%<br />
Stortplaats Koegorspolder B.V. Waste Terneuzen 100% 100% 100%<br />
Stortplaats Noord en Midden Zeeland B.V. Waste Terneuzen 100% 100% 100%<br />
Indaver Waste to Energy B.V. 1) Waste Terneuzen 100% 100% 100%<br />
Depmer B.V. Waste Terneuzen 100% 100% 100%<br />
Indaver Afval & Milieu Personeel B.V. 1) Other Terneuzen 100% 100% 100%<br />
Indaver Portugal SA Waste Portugal 100% 100% 100%<br />
Indaver Schweiz AG Other Switzerland 100% 100% 100%<br />
Indaver UK Ltd Waste UK 100% 100% 100%<br />
Indaver Deutschland GmbH Other Germany 51% 51% 51%<br />
SAV Zweite Beteiligungs GmbH & Co. KGHIM GmbH Other Germany 94.90% 94.90% 94.90%<br />
AVG Abfall-Verwertungs-Gesellschaft GmbH Waste Germany 99.74% 99.74% 99.74%<br />
Gareg Umwelt-Logistik GmbH Waste & Transport Germany 100% 100% 100%<br />
HIM GmbH Waste Germany 93.83% 93.83% 93.83%<br />
Panse Wetzlar Entsorgung GmbH Waste & Transport Germany 100% 100% 100%<br />
Joint arrangements<br />
Joint operations<br />
DELTA Energy B.V.:<br />
N.V. EPZ Energy Borsele 70% 70% 70%<br />
Sloe Centrale Holding B.V. Energy Vlissingen 50% 50% 50%<br />
Sloe Centrale B.V. Energy Vlissingen 100% 100% 100%<br />
Indaver N.V.:<br />
SLECO Centrale nv Waste Belgium 50% 50% 50%<br />
Svex nv Waste Belgium 50% 50% 50%<br />
The interest gives the parent company's shareholding in the subsidiary.<br />
1) As a result of the legal merger of Indaver Nederland B.V. and DELTA Milieu B.V. as of 1 January <strong>2013</strong>, the<br />
statutory names of these companies have changed.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 130
Non-consolidated companies<br />
Company Main activity Headquarters<br />
Joint arrangements<br />
Joint Ventures<br />
Interest in company<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Voting<br />
rights<br />
DELTA Energy B.V.:<br />
Sloewind B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />
Windpark Distridam vof Energy Terneuzen 50.00% 50.00% 50.00%<br />
PVNed Holding B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />
PVNed B.V. Energy Middelburg 100.00% 100.00% 100.00%<br />
Arbel N.V. (Belgium) Energy Mechelen, Belgium 99.90% 99.90% 99.90%<br />
PVNed UK Ltd Energy UK 100.00% n/a 100.00%<br />
BMC Moerdijk B.V. Energy Moerdijk 50.00% 50.00% 50.00%<br />
Sloe Centrale 3 B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />
Windpark Kloosterboer B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />
Indaver N.V.:<br />
Wips N.V. Waste Belgium 50.00% 50.00% 50.00%<br />
HIM GmbH:<br />
Gesellschaft für die Verwertung von Sonderabfallen mbH& Co. KG Waste Germany 50.00% 50.00% 50.00%<br />
Indaver Afvalberging B.V.:<br />
Zeeuwgrond B.V. Waste Nieuwdorp n/a 50.00% n/a<br />
Indaver Bio Energie B.V.:<br />
Ecofuels B.V. Waste Well, Limburg 50.00% 50.00% 50.00%<br />
Laarakker Landbouw B.V. Waste Well, Limburg 100.00% 100.00% 100.00%<br />
DELTA N.V.:<br />
Evides N.V. Water Rotterdam 50.00% 50.00% 50.00%<br />
Elsta B.V. Energy Middelburg 25.00% 25.00% 25.00%<br />
Elsta B.V. & Co C.V. Energy Middelburg 24.75% 24.75% 24.75%<br />
Associates<br />
DELTA Netwerkbedrijf B.V.:<br />
Zebra GasNetwerk B.V. Grids and networks Middelburg 33.33% 33.33% 33.33%<br />
Zebra Activa B.V. Grids and networks Middelburg 100.00% 100.00% 100.00%<br />
Zebra Pijpleiding vof Grids and networks Middelburg 33.33% 33.33% 33.33%<br />
Entrade Pipe B.V. Grids and networks Vught 100.00% 100.00% 100.00%<br />
Zebra Pijpleiding vof Grids and networks Middelburg 66.67% 66.67% 66.67%<br />
DELTA Energy B.V.:<br />
Windpark Neeltje-Jans B.V. Energy Veere 40.00% 40.00% 40.00%<br />
Windpark Zeeland 1 B.V. Energy Vlissingen/Kapelle-Schore 40.00% 40.00% 40.00%<br />
NPG Willebroek N.V. Energy Belgium 49.00% 49.00% 49.00%<br />
WT I B.V. Other Amersfoort 40.00% 40.00% 40.00%<br />
DELTA N.V.:<br />
Partners Vliegveld Zeeland B.V. Other Middelburg n/a 40.91% n/a<br />
Zeeland Airport B.V. Other Middelburg n/a 46.00% n/a<br />
Indaver N.V.:<br />
IHM cvba Waste Belgium 30.00% 30.00% 30.00%<br />
Ibogem cvba Waste Belgium 35.12% 35.12% 35.12%<br />
Intercommunale vereniging Verko N.V. Waste Belgium 39.90% 39.90% 39.90%<br />
Ecowest N.V. Other Belgium 42.61% 42.61% 42.61%<br />
Indaver Participaties N.V.<br />
Sita Decontamination Services N.V. Waste Belgium 26.00% 26.00% 26.00%<br />
Ecov N.V. Other Belgium 50.00% 50.00% 50.00%<br />
Ivago cvba Waste Belgium 50.00% 50.00% 50.00%<br />
N.V. Brussel Compost Waste Belgium 40.00% 40.00% 40.00%<br />
Indaver Nederland B.V.:<br />
AZN Holding B.V. Waste Wijster 20.00% 20.00% 20.00%<br />
B.V. Grondbezit AVI Moerdijk Other Moerdijk 100.00% 100.00% 100.00%<br />
B.V. Grondbezit AVI Moerdijk II Other Moerdijk 100.00% 100.00% 100.00%<br />
N.V. AZN Waste Moerdijk 100.00% 100.00% 100.00%<br />
The interest gives the parent company's shareholding in the subsidiary.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 131
Non-consolidated companies (continued)<br />
Company Main activity Headquarters<br />
Interest in company<br />
31-12-<strong>2013</strong> 31-12-2012<br />
Voting<br />
rights<br />
Others<br />
DELTA Netwerkbedrijf B.V.:<br />
Energie Data Services Nederland B.V. Grids and networks the Netherlands 1.65% 1.65% 1.65%<br />
DELTA N.V.:<br />
Synergia Capital Partners B.V. Other the Netherlands 5.00% 5.00% 5.00%<br />
DELTA Investerings Maatschappij B.V.<br />
Sustainable Energy Technology Fund C.V. Other the Netherlands 49.93% 49.93% 49.93%<br />
Sustainable Energy Technology Fund II C.V. Other the Netherlands 60.28% 60.28% 60.28%<br />
Business Park Terneuzen B.V. Other the Netherlands 15.00% 15.00% 15.00%<br />
Zeeland Airport B.V. Other the Netherlands 18.80% n/a 18.80%<br />
N.V. EPZ:<br />
B.V. NEA Energy Arnhem 28.50% 28.50% 28.50%<br />
Electrorisk Verzekeringsmaatschappij N.V. Energy Arnhem 4.13% 4.13% 4.13%<br />
Vliegasunie B.V. Energy Nieuwegein 14.29% 14.29% 14.29%<br />
KSG Kraftwerks-Simulator-Gesellschaft mbH Energy Germany 2.05% 2.05% 2.05%<br />
GfS Gesellschaft für Simulatorschulung mbH Energy Germany 2.05% 2.05% 2.05%<br />
Vlar Papier N.V. Waste Belgium 34.96% 34.96% 34.96%<br />
Ecowest N.V.<br />
IVIO cvba Waste Belgium 1.50% 1.50% 1.50%<br />
Ivvo cvba Waste Belgium 3.46% 3.46% 3.46%<br />
The interest gives the parent company's shareholding in the subsidiary.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 132
Company financial statements for <strong>2013</strong><br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 133
Company balance sheet as at 31 December <strong>2013</strong> (before profit<br />
appropriation)<br />
(EUR 1,000) Ref. no 31-12-<strong>2013</strong> 31-12-2012 A<br />
ASSETS<br />
Non-current assets<br />
Intangible assets 1 1,515 2,397<br />
Property, plant and equipment 2 22,287 24,584<br />
Financial assets<br />
Investments in subsidiaries 3 952,987 1,028,770<br />
Other investments 3 332,052 318,001<br />
Receivables from subsidiaries 3 60,619 -<br />
Loans to other investment entities 3 457 600<br />
Other loans 3 9 288<br />
Deferred tax assets 4 50,903 51,174<br />
1,397,027 1,398,833<br />
1,420,829 1,425,814<br />
Current assets<br />
Receivables from subsidiaries 177,762 127,415<br />
Other receivables 5 4,141 2,742<br />
181,903 130,157<br />
Cash 7,676 5,407<br />
1,610,408 1,561,378<br />
EQUITY AND LIABILITIES<br />
Shareholders' equity<br />
Shareholders' equity 6 1,093,289 1,051,656<br />
Profit for the year 6 74,788 80,963<br />
1,168,077 1,132,619<br />
Provisions 7 3,493 2,920<br />
Non-current liabilities<br />
Payables to subsidiaries - 7,080<br />
Other non-current liabilities 8 240,624 209,805<br />
240,624 216,885<br />
Current liabilities<br />
Payables to subsidiaries 130,093 168,701<br />
Other payables 9 68,121 40,253<br />
198,214 208,954<br />
1,610,408 1,561,378<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 134
Company income statement<br />
(EUR 1,000) <strong>2013</strong> 2012 A<br />
Profit on parent company activities (637) (36,405)<br />
Share in profits of subsidiaries, joint<br />
ventures and associates 75,425 117,368<br />
Profit for the year 74,788 80,963<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 135
Notes to the company financial statements<br />
DELTA N.V. is the holding company, incorporated under Dutch law, of a number of subsidiaries active<br />
in the generation of electricity, in the transportation and supply of energy and in the provision of<br />
environmental and cable services. The functional currency is the euro. Unless otherwise stated, all<br />
amounts are presented in thousands of euros.<br />
DELTA availed itself of the option in Part 9, Book 2, of the Dutch Civil Code to prepare the company<br />
financial statements in accordance with the IFRS accounting policies used in the consolidated financial<br />
statements with the exception of the equity-accounted subsidiaries, joint operations, joint ventures and<br />
associates. The company income statement is presented in abridged form in accordance with Article<br />
402, Part 9, Book 2, of the Dutch Civil Code.<br />
Accounting policies<br />
The investments in the equity of other entities are stated at net asset value, measured in accordance<br />
with the IFRS accounting policies applied in the consolidated financial statements, adjusted for the<br />
goodwill paid on acquisition and any impairment of goodwill. No account is taken of non-controlling<br />
interests and the put-option Indaver, (accounted for in the consolidated figures under other non-current<br />
liabilities), that are recognised in the carrying amount of the subsidiary concerned.<br />
For the other accounting policies, please refer to the notes to the consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 136
Notes to the company balance sheet<br />
1. Intangible assets<br />
(EUR 1,000) Total Software<br />
2012<br />
Carrying amount as at 1 January 3,470 3,470<br />
Investments 427 427<br />
Amortisation (1,500) (1,500)<br />
Carrying amount as at 31 December 2,397 2,397<br />
<strong>2013</strong><br />
Carrying amount as at 1 January 2,397 2,397<br />
Amortisation (464) (464)<br />
Other movements (418) (418)<br />
Carrying amount as at 31 December 1,515 1,515<br />
Amortisation period in years 5<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 137
2. Property, plant and equipment<br />
(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 />
2012<br />
Carrying amount as at 1 January 26,681 19,108 6,245 1,290 756 (718)<br />
Investments 28 6 - 22 - -<br />
Depreciation (789) (658) - (131) - -<br />
Disposals (12) - - (12) - -<br />
Other movements (1,324) (455) (661) (99) (159) 50<br />
Carrying amount as at 31 December 24,584 18,001 5,584 1,070 597 (668)<br />
Carrying amount before deduction of<br />
25,252 18,001 5,584 1,070 597<br />
Accumulated depreciation and impairment 97,809 26,126 51,815 19,868<br />
Acquisition cost as at 31 December 123,061 44,127 57,399 20,938 597<br />
<strong>2013</strong><br />
Carrying amount as at 1 January 24,584 18,001 5,584 1,070 597 (668)<br />
Investments 91 - - - 91 -<br />
Depreciation (693) (637) - (56) - -<br />
Disposals - - - - - -<br />
Other movements (1,695) (450) (644) (52) (597) 48<br />
Carrying amount as at 31 December 22,287 16,914 4,940 962 91 (620)<br />
Carrying amount before deduction of<br />
22,907 16,914 4,940 962 91<br />
Accumulated depreciation and impairment 98,502 26,763 51,815 19,924<br />
Acquisition cost as at 31 December 121,409 43,677 56,755 20,886 91<br />
Depreciation periods in years 0 - 40 7 - 40 5 - 15 n/a<br />
Property, plant and equipment consists chiefly of investments in premises. There were no material<br />
investments or disposals in <strong>2013</strong>.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 138
3. Financial assets (excluding tax assets)<br />
(EUR 1,000)<br />
Total<br />
Investments in<br />
subsidiaries<br />
Other<br />
investments<br />
Receivables<br />
from<br />
subsidiaries<br />
Receivables<br />
from other<br />
investment<br />
Other<br />
receivables<br />
Carrying amount as at 31 December 2011 1,385,150 996,808 327,997 59,567 418 360<br />
Changes IAS19 (1,233) (1,233) - - - -<br />
Reversal of current portion 165 - - - 165 -<br />
Acquisition/grant of loans 2,280 - - 1,670 610 -<br />
Share in profits 117,368 52,295 65,073 - - -<br />
Disposals / repayments / dividends (119,214) (5,000) (52,223) (61,237) (143) (611)<br />
Movements in hedge reserve (8,545) (8,545) - - - -<br />
Other movements (28,312) (5,555) (22,846) - (450) 539<br />
Carrying amount as at 31 December 2012 1,347,659 1,028,770 318,001 - 600 288<br />
Reversal of current portion (110) - - - - (110)<br />
Acquisition/grant of loans 50,205 - - 50,200 - 5<br />
Share in profits 75,425 40,341 35,084 - - -<br />
Disposals / repayments / dividends (124,841) (110,808) (23,610) 10,419 (143) (699)<br />
Movements in hedge reserve (5,305) (5,305) - - - -<br />
Other movements 3,091 (12) 2,578 - - 525<br />
Carrying amount as at 31 December <strong>2013</strong> 1,346,124 952,987 332,052 60,619 457 9<br />
The value of the hedge reserve decreased in <strong>2013</strong> and is exclusive of the related deferred tax.<br />
4. Deferred tax assets<br />
Deferred tax assets have arisen as a result of temporary differences between the carrying amounts in<br />
the financial statements and the corresponding tax bases. Amounts are also included in the deferred<br />
tax assets for loss carryforwards. DELTA also recognises a hedge reserve for unrealised movements in<br />
the value of derivatives/trade contracts, in accordance with IAS 39/32.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 139
5. Other receivables<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Trade receivables 631 717<br />
Total current taxes 2,348 1,109<br />
Other receivables, prepayments and accrued income 727 591<br />
Current portion of long-term loans granted 435 325<br />
Other receivables 1,162 916<br />
Total 4,141 2,742<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 140
6. Statement of changes in equity<br />
(EUR 1,000)<br />
Total<br />
Paid-up<br />
capital<br />
Statutory<br />
reserve<br />
Hedge<br />
reserve<br />
Assets held<br />
for sale<br />
Other<br />
reserves<br />
Unappropriated<br />
profit<br />
Carrying amount as at 31 December 2011 1,125,729 6,937 202,007 (6,044) 23,115 942,546 (42,832)<br />
Adjustment due to IAS 19 3,182 3,182<br />
Adjustment due to IFRS 11 - 24,628 (24,628)<br />
Carrying amount as at 31 December 2011 1,128,911 6,937 226,635 (30,672) 23,115 945,728 (42,832)<br />
Profit appropriation for 2011 - - - - - (42,832) 42,832<br />
Payment of dividend (40,000) - - - - (40,000) -<br />
Other movements (33,610) - (7,933) (23,115) (2,562) -<br />
Movement in hedge reserve for energy derivatives (4,331) - - (4,331) - - -<br />
Movement in hedge reserve for interest rate derivatives 1,965 - - 1,965 - - -<br />
Add: Corporate income tax effect (1,279) - - (1,279) - - -<br />
Net profit for 2012 80,963 - 7,126 - - - 73,837<br />
Carrying amount as at 31 December 2012 1,132,619 6,937 225,828 (34,317) - 860,334 73,837<br />
Profit appropriation for 2012 - - - - - 73,837 (73,837)<br />
Payment of dividend (40,000) - - - - (40,000) -<br />
Other movements 1,011 - 2,603 - - (1,592) -<br />
Movement in hedge reserve for energy derivatives (3,321) - - (3,321) - - -<br />
Add: Corporate income tax effect 2,980 - - 2,980 - - -<br />
Net profit for <strong>2013</strong> 74,788 - (13,565) - - - 88,353<br />
Carrying amount as at 31 December <strong>2013</strong> 1,168,077 6,937 214,866 (34,658) - 892,579 88,353<br />
The statutory reserve comprises the undistributed profits of joint operations, joint ventures and<br />
associates. It is consequently not freely distributable. The hedge reserve is also not freely distributable<br />
inasmuch as it relates to the unrealised fair value gains and losses on the trading portfolio. For an<br />
explanation of changes in equity, see the consolidated financial statements.<br />
In contrast to the consolidated financial statements, non-controlling interests in subsidiaries are<br />
deducted directly from the carrying amounts of the investments concerned (equity method).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 141
7. Provisions<br />
(EUR 1,000)<br />
Total<br />
BMAP<br />
Employee<br />
benefits<br />
Other<br />
provisions<br />
Carrying amount as at 31 December 2011 2,822 595 2,227 -<br />
Reversal of current portion of provisions 4,704 400 830 3,474<br />
Added 883 - 883 -<br />
Interest added 97 5 92 -<br />
Released (2,167) - (63) (2,104)<br />
Utilised (1,657) (1,000) (657) -<br />
Other movements 57 - 57 -<br />
Carrying amount as at 31 December 2012 4,739 - 3,370 1,370<br />
Current portion of provisions (1,819) - (449) (1,370)<br />
Carrying amount as at 31 December 2012 2,920 - 2,920 -<br />
Reversal of current portion of provisions 1,819 449 1,370<br />
Added 1,336 1,336 -<br />
Interest added 150 150 -<br />
Released (4) - (4)<br />
Utilised (621) (621) -<br />
Carrying amount as at 31 December <strong>2013</strong> 5,600 4,234 1,366<br />
Current portion of provisions (2,107) (741) (1,366)<br />
Carrying amount as at 31 December <strong>2013</strong> 3,493 3,493 -<br />
The long-term provisions consisted only of employee benefits at the end of <strong>2013</strong>.<br />
The BMAP provision (2012) relates to a provision in connection with the Dutch Environmental Action<br />
Plan for Industry (BMAP). The environmental surcharge on electricity and gas supplies charged to<br />
certain groups of users in the period 1991–1999 constitutes the basis of this provision. Remaining<br />
liabilities connected with activities undertaken in the past under the Plan are settled from this provision.<br />
Following the introduction in the Netherlands of the new health insurance system on 1 January 2006,<br />
the obligations underlying the provision for health care have changed substantially. An amount of EUR<br />
0.2 million of the provision formed in the past continues to be recognised.<br />
Under the terms of the collective labour agreement (CLA), DELTA also pays employees long-service<br />
benefits. From the date on which an employee joins the company, a provision is recognised for these<br />
benefits based on the number of years of service, expected price and salary inflation (averaging 2%)<br />
and statistical attrition, invalidity and mortality rates. The relevant discount rate is 4.5% (2012: 4.5%).<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 142
8. Non-current liabilities<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Carrying amount as at 1 January 216,885 306,533<br />
Reversal of current portion 1,818 2,301<br />
Loans drawn down 75,000 180,000<br />
Repayments (1,818) (277,301)<br />
Other movements (9,443) 7,170<br />
282,442 218,703<br />
Repayments due in the current year (41,818) (1,818)<br />
Long-term debt 240,624 216,885<br />
9. Other payables<br />
(EUR 1,000) 31-12-<strong>2013</strong> 31-12-2012<br />
Trade payables 9,461 3,448<br />
Current tax liabilities 4,700 6,731<br />
Current portion of non-current liabilities 41,818 1,818<br />
Current portion of provisions 2,107 1,819<br />
Other 6,035 13,346<br />
Total other payables 49,960 16,983<br />
Bank borrowings 4,000 13,091<br />
Carrying amount as at 31 December 68,121 40,253<br />
The other payables include the current portion of the provisions, the current portion of borrowings and<br />
outstanding supplier accounts. The current tax liabilities include VAT and payable energy tax.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 143
Commitments and contingent liabilities<br />
This section shows the liabilities not disclosed in the balance sheet, where those liabilities are judged<br />
by DELTA to have a potential impact of EUR 5 million or more on the result.<br />
Unbundling plan – Independent Network Management Act (WON)<br />
The Minister approved the plan to unbundle the company on 2 December 2009. However, on 22 June<br />
2010, the Court in The Hague declared parts of the unbundling act non-binding. In the light of this<br />
judgement, the unbundling did not go ahead, although the conditions stipulated by the Minister have<br />
been complied with as far as possible and necessary. The Government took the case to the Supreme<br />
Court in an attempt to get the decision overturned. On 24 February 2012, the Supreme Court referred<br />
the case to the European Court of Justice.<br />
On 14 January <strong>2013</strong>, the case was presented by the parties in an oral hearing before the Court. The<br />
European Court's ruling on the questions presented was given at the end of <strong>2013</strong>, after which the case<br />
was referred back to the Supreme Court. The Supreme Court is expected to pass judgement in 2014.<br />
403 Declarations<br />
DELTA N.V. has filed a statement with the Chamber of Commerce as required by the provisions of<br />
Article 403, Book 2, of the Dutch Civil Code assuming joint and several liability for any debts arising<br />
from 403-Declarations the legally binding transactions of any of the following subsidiaries as at the balance-sheet date.<br />
DELTA Comfort B.V.<br />
DELTA Energy B.V.<br />
DELTA Ficus Holding B.V.<br />
DELTA Infra B.V.<br />
DELTA Kabelcomfort Netten B.V.<br />
DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V.<br />
DELTA Pipe B.V.<br />
DELTA Tolling Sloe B.V.<br />
DELTIUS B.V.<br />
LIMO Energie Nederland B.V.<br />
LITRO Energie Nederland B.V.<br />
ZeelandNet B.V.<br />
Given the filing of this statement and the declarations of agreement on the part of the shareholders filed<br />
annually with the Chamber of Commerce, these companies are exempt from using the prescribed<br />
format in preparing their financial statements.<br />
In <strong>2013</strong> DELTA N.V. forms a tax group with some of its subsidiaries. On that basis, DELTA N.V. is<br />
jointly and severally liable for the various tax liabilities of those companies.<br />
Put options<br />
DELTA has issued put options to the non-controlling shareholders of Indaver.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 144
Notes to the company income statement<br />
The average number of employees (FTEs) employed by DELTA N.V. was 1,155 in <strong>2013</strong> (2012: 1,203<br />
FTEs).<br />
Please refer to note 18 (Staff costs) in the consolidated financial statements for further clarification of<br />
the remuneration of the Executive Boardu members of DELTA N.V.<br />
For an explanation of the remuneration of the Supervisory Board of DELTA N.V., see note 20 (Other<br />
operating expenses) to the consolidated financial statements.<br />
Audit fees<br />
In <strong>2013</strong>, DELTA N.V. paid the following fees for companies accounted for in the consolidated figures.<br />
(EUR 1,000)<br />
DELOITTE ACCOUNTANTS<br />
B.V.<br />
OTHER PARTS OF DELOITTE<br />
NETWORK NLD<br />
TOTAL<br />
<strong>2013</strong> 2012 <strong>2013</strong> 2012 <strong>2013</strong> 2012<br />
Audit of DELTA Group <strong>Annual</strong><br />
<strong>Report</strong>s 486 550 - - 486 550<br />
Other analysis assignments 35 76 8 8 43 84<br />
Tax consultancy - - 50 5 50 5<br />
Other non-analysis services 37 33 209 89 246 122<br />
Total 558 659 267 102 825 761<br />
No performance-related fees are paid.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 145
Signed:<br />
Executive Board:<br />
Supervisory Board:<br />
A. Kamerbeek, CEO D. van Doorn, Chairman<br />
J. Bout<br />
F. Verhagen, CFO<br />
J. van der Werf<br />
B. de Wit<br />
Ms A. Schöningh<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 146
3 Other information on the <strong>2013</strong> financial statements<br />
Profit appropriation<br />
Profit appropriation under the articles of association.<br />
Article 39 of the articles of association provides for the appropriation of profits as follows.<br />
1. Any loss reported in the income statement, as included in the adopted financial statements,<br />
shall be taken to the general reserve. If the general reserve holds insufficient funds to cover the<br />
said loss, the remainder of the loss shall be charged to any profits achieved in future years.<br />
2. If the income statement, as included in the adopted financial statements, reports any profit, the<br />
Supervisory Board may use this profit to allocate funds to the general reserves. Any profit<br />
remaining shall be at the disposal of the General Meeting of Shareholders.<br />
3. The General Meeting has the authority to declare one or more interim dividends and/or make<br />
other interim distributions, provided the requirements of Article 105 of Book 2, paragraph 2, of<br />
the Dutch Civil Code are satisfied on the evidence of an interim statement of financial position<br />
as referred to in Article 105 of Book 2, paragraph 4, of the Dutch Civil Code.<br />
Profit appropriation<br />
(EUR 1,000) <strong>2013</strong> 2012 A<br />
Profit after tax 74,788 80,963<br />
Charged/added to the statutory reserve 13,565 (7,126)<br />
Profit available for appropriation 88,353 73,837<br />
Charged/added to the general reserves 68,353 33,837<br />
Proposed dividend 20,000 40,000<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 147
Independent auditor’s report<br />
For the independent auditor’s report see the Dutch version of the annual report <strong>2013</strong>.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 148
4 DELTA in financial figures, consolidated<br />
(EUR million) <strong>2013</strong> 2012<br />
Assets<br />
Intangible assets 473 481<br />
Property, plant and equipment 1,784 1,780<br />
Financial assets 696 675<br />
Current assets 690 681<br />
Cash 174 194<br />
3,819 3,811<br />
Equity and liabilities<br />
Group equity 1,213 1,185<br />
Provisions 592 633<br />
Non-current liabilities 1,110 1,124<br />
Current liabilities 903 869<br />
3,819 3,811<br />
Revenue<br />
Electricity 970 1,046<br />
Gas 344 332<br />
Electricity and gas transport 118 112<br />
Telecommunications 79 75<br />
Waste management and environmental services 514 519<br />
Miscellaneous 78 84<br />
Total revenue 2,104 2,168<br />
Expenses<br />
Cost of sales 1,318 1,342<br />
Fair value gains and losses on the trading portfolio 1 5<br />
Other operating income (25) (39)<br />
Net operating expenses 728 783<br />
Total operating expenses 2,023 2,091<br />
Earnings from operations 81 77<br />
Share in results of joint ventures and associates 42 73<br />
Operating result 123 150<br />
Net finance income (expense) (40) (32)<br />
Profit before tax 83 118<br />
Corporate income tax (3) (29)<br />
Profit from discontinued operations (1) (1)<br />
Non-controlling interests (5) (7)<br />
Profit after tax 75 81<br />
Proposed dividend 20 40<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 149
DELTA in key figures<br />
(EUR million) <strong>2013</strong> 2012<br />
Revenue 2,103.6 2,167.7<br />
of which:<br />
Electricity supply 970.1 1,045.7<br />
Gas supply 343.9 331.5<br />
Electricity and gas transport 118.3 111.7<br />
Cable, internet and telecommunications 79.0 75.1<br />
Waste management and environmental sevices 514.4 519.3<br />
Other revenue 77.9 84.4<br />
Finances<br />
Gross margin 809.7 860.1<br />
Operating result 123.1 150.2<br />
Profit before tax 83.5 118.0<br />
Profit after tax 74.8 81.0<br />
EBITDA 301.1 379.1<br />
Group equity (excluding dividend) 1,213.4 1,185.1<br />
Balance sheet total 3,818.7 3,810.6<br />
Ratios<br />
Return on investment 4.6% 6.2%<br />
Return on equity attributable to the shareholders 6.4% 7.1%<br />
Equity ratio 31.8% 31.1%<br />
Interest coverage ratio 13.2 27.1<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 150
Definition of financial indicators<br />
Return on capital employed (ROCE)<br />
Earnings from operations plus interest income from financial assets and the share in the profit of joint<br />
ventures and associates, divided by capital employed, x 100%.<br />
Capital employed<br />
The sum of non-current assets and net working capital as at the balance-sheet date.<br />
Return on equity (ROE)<br />
Profit attributable to shareholders of DELTA N.V., divided by the shareholders’ equity attributable to the<br />
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 plus depreciation/amortisation charges plus interest income divided by net external<br />
finance income and expense.<br />
<strong>Annual</strong> <strong>Report</strong> DELTA N.V. <strong>2013</strong> 151