Annual Report

Transcription

1 Annual Report Focus on Customer Satisfaction X D Ieteren

2 Contents Chairman's message The D Ieteren group Activities of the group Key features of financial year 2001 Group's performances in 2001 Key figures for the past five years Structure of the D Ieteren group Information for shareholders and investors Directors, General Management, Auditor Corporate Governance Sector reports Automobile distribution Short term car rental Automotive glass Other activities Annual accounts Consolidated accounts Statutory accounts General information

3 ( 6 ) Annual Report 2001 D Ieteren sets out to be the leader in each of the sectors of activity in which the group is active. To reach and maintain this position, the group has defined the following strategic objectives: - permanent search for new quality services - use of cutting edge logistical techniques - development of the range of products and services offered in order to seize market opportunities that offer strong growth potential and added value - continuation of the policy of the largest possible degree of internal financing, which has allowed the development of the group. D Ieteren sets out to be the leader in each of the sectors of activity in which the group is active

4 The D Ieteren group

5 ( 8 ) Annual Report 2001 D Ieteren is an international group, specialising in the sales of goods and in the provision of services to the motorist. Present in 115 countries, the group is at the service of some 12 million customers. D'Ieteren enjoys a reputation for in-depth knowledge of its markets, strategic long-term vision and entrepreneurial spirit. Its strength lies in autonomous, flexible organisations that are close to the customer, as well as in expertise in terms of logistics, application of new technologies and management of distribution and franchise networks. D Ieteren's activities are divided into three segments: distribution of vehicles of the makes manufactured by the Volkswagen group (Volkswagen, Audi, Seat, Skoda, Bentley, Rolls-Royce, Lamborghini) and of the Porsche make in Belgium, as well as that of twowheel vehicles of the Yamaha and MBK makes in Belgium and in Luxembourg short term car rental in Europe, Africa, Asia and in the Middle East through D'Ieteren's participation in Avis Europe automotive glass repair and replacement thanks to Belron (Carglass / Autoglass group) present in Europe, Canada, Australia and New Zealand. The distribution and short term rental activities are fully consolidated since 1997 whereas the automotive glass activity, held via the Dicobel joint venture (70% D Ieteren 30% Cobepa), is accounted for by the equity method as of 1 January Automobile distribution Area covered : Belgium More than 900,000 customers 399 independent dealers and 12 own dealers Market share : 19.8% Invoicing of new vehicles : 114,896 units (down 4.1%) Sales : EUR 2,076.3 million (up 0.6%) Average workforce: 1,490 people The D'Ieteren group has been active in the automobile distribution for several decades. D'Ieteren has been the Belgian importer of the Volkswagen make since Today, D'Ieteren Auto covers all the distribution activities of the makes of the Volkswagen group as well as Porsche and Yamaha. These activities are based on sales concession agreements concluded for an indefinite period. These agreements have governed D'Ieteren Auto's business relationships with the manufacturers, for 53 years in the case of the Volkswagen contract. AUTOMOBILE DISTRIBUTION

6 The D Ieteren group ( 9 ) Short term car rental with Avis Europe (in which D Ieteren holds a 56.60% stake) Area covered : Europe, Africa, Asia, Middle-East 8 million customers per year 3,000 agencies in 112 countries Number of rental days : 30,364 (up 2.3%) Sales: EUR 1,255.4 million (up 2.7%) Average workforce: 5,995 people Following a long period of partnership, since 1958 in Belgium and since 1987 in Europe, D'Ieteren has become the majority shareholder of Avis Europe in Avis Europe has been listed on the London stock exchange since April Today, D'Ieteren s stake amounts to 56.6%. Avis Europe is the exclusive holder of the Avis operating licence for the aforementioned territories until Automotive glass repair and replacement with Belron (in which Dicobel, joint venture between D Ieteren (70%) and Cobepa (30%), holds a 80.93% stake) Area covered : Europe, Canada, Australia, New Zealand 3.9 million customers per year 920 service points in 20 countries Sales: EUR million (up 11.3%) Average workforce: 8,195 people At the end of 1999, D'Ieteren and Cobepa concluded the purchase of the PGSI group, owner of Belron, through their Dicobel subsidiary. The geographical diversity and renowned brands (including Carglass and Autoglass) of this group have allowed D'Ieteren to immediately take the lead in a large growth potential sector focusing on services to the motorist. In 2001, Dicobel s assets not linked to the automotive glass repair and replacement activity were sold to third parties. BELRON

7 ( 10 ) Annual Report 2001 Key features of financial year 2001 January D Ieteren, through its joint venture D.V.T., in partnership with Locabel, launches new financial leasing products for the vehicles distributed by the group in Belgium. Launch of WECOVER on the initiative of D Ieteren, an exclusive insurance product package for the Volkswagen and Audi makes, in cooperation with major insurance companies. Launch of the new Audi A4 saloon in Belgium. In order to provide Belron with the financial means necessary for its development, its shareholders have carried out a capital increase of EUR 25 million, EUR 19.5 million of which is subscribed by Dicobel. April Belron is from now on present in Denmark thanks to the acquisition of the company Glaslinien (Carglass A/S). May The D Ieteren Annual General Meeting, acting on a proposal of the Board, decides to extend the number of directorships from 6 to 8. Four new directors are appointed. The terms of office are now granted or renewed for a duration of 3 years. June Belron signs new licence contracts in Croatia and Bosnia. The first Shop & Service opens its doors in Belgium. It aims to provide a local after-sales service. This new concept is set to develop quickly over the next few years. March D Ieteren Auto inaugurates in the Brussels region its first sales centre for recent vehicles My Way, thus reinforcing its activities on this highly promising used car market. As part of its geographical expansion programme, Belron signs a licence contract in Turkey. Belron is thus gradually setting up its network of Carglass licensees in markets that offer a considerable long term potential. August Dicobel announces the signing of a principle agreement for the sale of its stake in PG Holdings. This sale reflects D'Ieteren s and Dicobel s objective to focus on the automotive glass repair and replacement activities of the Belron group.

8 The D Ieteren group ( 11 ) September Avis Europe announces the creation, as part of a 50/50 partnership with Inchcape plc, of AutoCascade Ltd, a joint venture destined to optimise the opportunities to resell on-line vehicles nearing the end of their rental or leasing life. The terrorist acts in the United States have a negative impact on the activities of Avis Europe. The company quickly brings in measures to reduce costs and to develop its activities in those segments of the rental market not affected by the events. Its quick reaction allows it to reduce its cost base for the financial year Launch of the new Audi A4 Avant in Belgium. October Dicobel announces the effective sale of its stake of 51.72% in PG Holdings to its partners in South Africa for EUR 47 million. Belron creates, in partnership with The Innovation Group (TIG) plc, Glasplus whose aim is to develop an electronic platform of exchanges in its sector of activity. November The Dicobel stake in Belron increases from 78% to 80.93%. Beginning of the distribution of Lamborghini in Belgium. December Launch of the new Volkswagen Polo in Belgium.

9 ( 12 ) Annual Report 2001 D'Ieteren group s performances in 2001 Consolidated results, group's share (in EUR million) VAR % of total Automobile distribution (2) Car rental (1) (1) (2) Automotive glass Current earnings after taxes (1), group's share Extraordinary result after taxes, group s share Amortisation of consolidation differences, group s share Net earnings, group s share % -16.2% +12.3% -9.1% +9.6% 40.5% 54.1% 5.4% (1) Excluding amortisation of consolidation differences and before extraordinary result after taxes (2) After allocation of a financial result after taxes of EUR 7.8 million linked to the investment in automotive glass, i.e. a financial charge of EUR 14.0 million and a tax credit of EUR 6.2 million. Key features Current earnings after taxes of D'Ieteren Auto stable in a decreasing market Decrease in current earnings after taxes of car rental activities limited following rapid actions after the events of 11 September 2001 Consolidated current earnings after taxes (1) (in EUR million) Significant increase in the result of the automotive glass activity and realisation of a capital gain on the disposal of PG Holdings Consolidated current earnings after taxes (1), group's share at EUR million, down by 9.1% Continuation of investment policy to prepare the future Capital and reserves, group s share (in EUR million) Automotive glass Car rental Automobile distribution (1) Group s share. Before amortisation of consolidation differences and extraordinary result after taxes.

10 The D Ieteren group ( 13 ) Revenue (in EUR million) VAR % of total Automobile distribution Car rental Total 2, , , , , , % +2.7% +1.4% 62.3% 37.7% Consolidated revenue D'Ieteren's consolidated revenue grew to EUR 3,331.7 million, up by 1.4% compared with In the field of automobile distribution, the increase in revenue amounted to 0.6%. The volume of new vehicles invoiced reached 114,896 new cars and commercial vehicles, down by 4.1%. The good standing of the used car, spare parts and accessories revenue as well as that of the long term rental of D'Ieteren Lease offset the decrease in sales of new vehicles. The car rental sector enjoyed an increase in revenue of 2.7%. This upturn is the result of an intrinsic growth of 8.3% before the dramatic events of September, combined with a decline of 5% after September 11. 3,000 2,000 1, ,196.6 (in EUR million) 3, , , , , , , , , , , ,255.4 Operating profit (in EUR million) VAR % of total Car rental Automobile distribution Automobile distribution Car rental Total % -12.5% -11.7% 26.0% 74.0% The group's operating profit fell by 11.7% to EUR million. In the field of automobile distribution, the increase in marketing costs and IT expenditure, combined with the launch of new initiatives, had an impact on this result. As far as car rental is concerned, the operating margin fell from 20.2% to 17.2%, mainly as a result of the reduction in demand following the events of September and of the moderate increase in fleet costs.

11 ( 14 ) Annual Report 2001 Consolidated income statement (in EUR million) VAR. Revenue 3, , % Operating profit Financial result (1) Profit before taxes Taxes (2) Results of companies accounted for by the (1) (2) equity method (1) (2) Share of minority interests in the result Current earnings after taxes (1) (2), group s share Amortisation of consolidation differences, group's share Extraordinary result after taxes, group s share Net earnings, group s share % -9.1% +9.6% Avis Europe is fully consolidated in the D'Ieteren accounts. The group Dicobel (automotive glass activities) is accounted for by the equity method as of 1 January (1) Before amortisation of consolidation differences. (2) Excluding the impact of the extraordinary result The net financial charges, excluding amortisation of consolidation differences, increased from EUR 93.9 million to EUR 97.3 million. Taxes (excluding the impact of extraordinary result) fell to EUR 41.0 million compared with EUR 60.6 million in The earnings of the companies consolidated by the equity method include, on the one hand, Dicobel s positive contribution of EUR 14.2 million, up 10% compared with 2000 and, on the other hand, a negative result of EUR 0.5 million from other stakes. The amortisation of consolidation differences, amounting to EUR 28.6 million, relates to Avis Europe (EUR 16.6 million) and to the acquisition of Belron through Dicobel in December 1999 (accounting for the remainder, or EUR 12.0 million). The extraordinary result after taxes of EUR 5.0 million in 2001 represents the group s share in an extraordinary charge registered in the accounts of Avis Europe in relation with the restructuring of its activity of on-line sales of vehicles from its fleet, as well as in an extraordinary income from the disposal by Dicobel of some assets. The consolidated current earnings, after taxes and deduction of the minority interests share, are at EUR million, down 9.1%. The net earnings, group's share, amount to EUR 95.0 million, compared with EUR 86.7 million in 2000, which represents an increase of 9.6%. For further information : on the group's sectors of activity, see pages 26 to 53 on the financial statements, see pages 54 to 77

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13 ( 16 ) Annual Report 2001 Key figures for the past five years Consolidated results (in EUR million) Revenue Operating profit Current earnings after taxes (1) (2), group s share Net earnings, group s share Current cash-flow after taxes, group s share 3, , , , , Results per sector of activity (in EUR million) Automobile distribution Revenue Operating profit Current earnings after taxes (3), group s share Current cash-flow after taxes, group s share 2, , , , , Car rental - Avis Europe (4) Revenue Operating profit Current earnings after taxes (1) (2), group s share Current cash-flow after taxes, group s share 1, , , Automotive glass - Dicobel (5) Current earnings after taxes (1) (2) (3), group s share (1) Before amortisation of consolidation differences. (2) Excluding extraordinary result after taxes. (3) After allocation of a financial result after taxes of EUR 7.8 million linked to the investment in automotive glass, i.e. a financial charge of EUR 14.0 million and a tax credit of EUR 6.2 million. (4) Avis Europe has been fully consolidated in the D'Ieteren accounts since (5) Dicobel is accounted for in the D'Ieteren accounts by the equity method as of 1 January 2000.

14 The D Ieteren group ( 17 ) Financial structure (in EUR million) Capital and reserves of which: Group s share Minority interests Net financial debt of which: Automobile distribution Car rental 1, , , , , , , , Average workforce 7,485 7,258 6,837 6,244 5,837 (in units) of which: Automobile distribution Car rental 1,490 5,995 1,428 5,830 1,377 5,460 1,317 4,927 1,271 4,566 Structure of the D Ieteren group D IETEREN s.a. D IETEREN AUTO Volkswagen Import Volkswagen Utilitaires Import Audi Import Seat Import Skoda Import Bentley Import Porsche Import Divisions of D Ieteren s.a. D Ieteren Antwerpen s.a. 100% Loozenberg s.a. 100% Leeuwenveld s.a. 100% D Ieteren Fort Jaco s.a. (1) 100% D Ieteren Lease s.a. 100% DVT s.a. 49% D Ieteren Sport s.a. 75% D IETEREN INTERNATIONAL D Ieteren Invest s.a. 100% Investment company Avis Europe plc (2) 56.60% Dicobel s.a. 70% Belron s.a % D IETEREN CORPORATE D Ieteren Services s.a. 100% Coordination centre D Ieteren Trading b.v. 100% Finance company Coach Re Ltd 100% Reinsurance company (1) since September 2001 (2) of wich 10.87% held by D Ieteren s.a. and 45.73% held by D Ieteren Invest s.a.

15 ( 18 ) Annual Report 2001 Information for shareholders and investors The D Ieteren share in a nutshell D'Ieteren has been listed since 1929 on the Brussels Stock Exchange, now known as Euronext Brussels since the creation of Euronext in The share is quoted, since November 2001, under Business Support Services with the code DIE. On 31 December 2001, the D'Ieteren share was included in the BEL 20 (at 1.01%, reduced to 0.64% since 1 March 2002), as well as in the MSCI index and in sectorial indexes of Dow Jones EuroStoxx. In December 2001, D Ieteren entered the Euronext Next Prime index with a weight of 3.84%. D'Ieteren's market capitalisation at the end of December 2001 reached EUR 1,023 million. Avis Europe has been listed on the London Stock Exchange since 1997 under Transport (code AVE.L). Evolution of share performance and of BEL 20 in 2001 between 29/12/2000 and 28/12/ /12/00=100% /00 01/01 02/01 03/01 04/01 05/01 06/01 07/01 08/01 09/01 10/01 11/01 12/01 BEL 20 D Ieteren Dividend policy The Board of Directors will request the Annual General Meeting of 30 May 2002 to approve the payment of a gross dividend of EUR per share, that is Evolution of gross dividend per share (in EUR) a net dividend of EUR after deduction of withholding tax of 25% or a net dividend of EUR if the share is accompanied by a VVPR strip. This dividend represents an increase of 5% compared with the dividend relating to financial year After approval by the General Meeting of Shareholders, the dividend of EUR shall be payable as of 6 June 2002 on presentation of coupon number 11 at the counters of the following banks: BBL Banque Degroof Fortis Banque

16 The D Ieteren group ( 19 ) Financial data per share (in EUR per share) Consolidated current result after taxes (1) (2), share of the group of which: Automobile distribution (3) Car rental (1) (1) (3) Automotive glass Gross dividend Net dividend ordinary share Net dividend ordinary share + VVPR strip Lowest share price Highest share price Average share price Share price as at 31 December Price / Earnings ratio as at 31 December Average volume of daily transactions (in number of shares) Average value of daily transactions (in EUR million) Number of shares in issue as at 31 December 3, ,530,241 3, ,530,241 3, ,530,241 5, ,530,241 4, ,530,241 Place of listing EURONEXT Brussels (1) Before amortisation of consolidation differences and extraordinary result after taxes. (2) The data per share are calculated by dividing the gross figures by 5,592,741, i.e. the 5,530,241 ordinary shares in issue plus 62,500 units, the latter figure being added to take account of the 500,000 participating shares, each of which gives entitlement to a dividend equal to one eighth of an ordinary dividend. (3) After allocation of a financial result after taxes of EUR 7.8 million linked to the investment in automotive glass, i.e. a financial charge of EUR 14.0 million and a tax credit of EUR 6.2 million.

17 ( 20 ) Annual Report 2001 Appropriation account of s.a. D Ieteren n.v. (in EUR thousand) 2001 Profit for the financial year available for appropriation Profit brought forward Total amount at the disposal of the Ordinary General Meeting 48, , ,767.4 Appropriations (1) : Dividends and Directors entitlements Appropriation to the available reserve Carried forward Total 13, , , ,767.4 (1) proposed to the Ordinary General Meeting of 30 May Shareholding structure As at 31 December 2001, the D'Ieteren shareholding structure in terms of voting rights was as follows : 50.38% : Family shareholding 7.05% : Cobema s.a. (Cobepa group) 0.86% : Own shares 41.71% : Public Stock option plan and participation in the profit On 26 October 2001, D'Ieteren offered a third stock option plan to officers and managers, with 21,870 options being subscribed, or 84.2% of the total proposed. These options have an exercise price of EUR 133 and may be exercised between 1 January 2005 and 25 October A plan of participation in the group s profit, representing a total of EUR 0.5 million was offered to other members of personnel for financial year 2001.

18 The D Ieteren group ( 21 ) Communication to shareholders and investors D'Ieteren disseminates information and organises presentations and conferences for the press and financial analysts at regular intervals in order to inform its shareholders, as well as the financial markets, of its results and in order to ensure a better understanding of the group's activities and strategy. The press releases, the presentations and the messages from the General Management are available in three languages on our Internet site, along with the content of the last three annual reports. The site also provides information about the share value, forthcoming events and offers an information service. The Investor Relations team is available to answer your questions or to provide you with the annual report as well as any other information about the group. Contact : Gilbert van Marcke de Lummen Executive Vice President Tel : Fax : financial.direction@dieteren.be Shareholders' diary Last day for the deposit of shares for the Ordinary General Meeting 24 May 2002 Ordinary General Meeting 30 May 2002 Payment of dividend for financial year June 2002 Publication of results for first half of September 2002 Publication of results for financial year 2002 February 2003

19 ( 22 ) Annual Report 2001 Directors, General Management, Auditor Board of Directors Expiry of term of office Roland D Ieteren Chairman May 2004 Maurice Périer Deputy Chairman May 2002 Yves Brasseur Director May 2006 Pascal Minne Director May 2004 Alain Philippson Director May 2003 Christian Varin Director May 2004 s.a. de Participations et de Gestion, Director May 2004 represented by Mr. Patrick Peltzer Nayarit Participations s.c.a., Director May 2004 represented by Mr. Etienne Heilporn General Management Roland D Ieteren Gilbert van Marcke de Lummen Chief Executive Officer Executive Vice President Jacques de Smet Chief Financial Officer Thierry van Kan Chief Operating Officer D Ieteren Auto Statutory Auditor Gérard Delvaux May 2002 On 8 February 2002, the company announced a reinforcement of the group s and of D Ieteren Auto s management structures, the broad outlines of which are given in the chapter dedicated to Corporate Governance.

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21 ( 24 ) Annual Report 2001 Corporate Governance Board of Directors The D'Ieteren Board of Directors is made up of eight members: seven nonexecutive Directors and one executive Director. Among the four Directors appointed on proposal from the family shareholders, two act respectively as Chairman and Deputy Chairman of the Board. One Director is appointed on proposal from the Cobepa group. Three non-executive Directors are independent persons chosen on the basis of their experience acquired from the exercise of management functions in other companies. There are no rules in the Articles of Association or otherwise governing the appointment of Directors. Reappointment is not automatic. The age limit for Board membership is 75. However, the Board reserves the right to make exceptions to this rule in the interests of the company. Without prejudice to its attributions under the law and the Articles of Association, or to those of the General Meeting of Shareholders, the tasks of the Board, acting on the proposal of the Group's Executive Committee or the operational General Managements, are to : decide on the strategic options for the company and draw up the annual budget set up the appropriate organisational structure and management in order to achieve these objectives decide on long-term financial investments, acquisitions and disinvestments see to the quality of day-to-day management and ensure that it is in line with the chosen strategy see to the quality of information supplied to investors and shareholders. The Board of Directors meets at least seven times per year. Major operations may require extra meetings to be convened. In 2001, the Board met 11 times, once in the presence of the Statutory Auditor. Members of the Group's Executive Committee attend Board meetings when important issues within their field of competence are to be considered. Under the provisions of the Articles of Association, Board decisions are taken by a majority of votes. In case of a tie, the vote of the Chairman of the meeting is decisive. In 2001, Directors' entitlements totalling EUR 980,672 were granted. No other benefits were accorded to Directors either in kind or in the form of credits or advances. Reinforcement of the group and of D'Ieteren Auto management structures In order to adapt the group's structures to its growth and to the broadened diversity of its activities, the Board of Directors has decided to make a distinction between the strategic management of the entire group and the operational management of its various poles of activities. To this effect, a Group Executive Committee and a D'Ieteren Auto Management Committee are put in place. These management organs will benefit from broad delegations of powers from the Board in their own field of competence. In its twofold structure, the D'Ieteren management will concentrate its efforts on the management of the company as well as on the achievement of operating results and on the internal growth of the Group, leading to the creation of value for the shareholder.

22 The D Ieteren group ( 25 ) Group Executive Committee The Group Executive Committee formulates proposals for the attention of the Board of Directors relating to the determination of the group s strategy, development, management and financing in order to ensure its growth, and implements them after approval by the Board. This new structure comprises three different lines of responsibility, namely : D'Ieteren Auto, responsible for the automobile and two-wheel activities carried out by D'Ieteren s.a. and its subsidiaries dedicated to these activities; D'Ieteren International, responsible for the management of the group's stakes in Avis and Belron, which benefit from the necessary independence for an effective management; D'Ieteren Corporate, responsible at group s level for legal and financial matters, banking relations, financial communication, internal audit and the coordination of the joint development projects between several group activities. D'Ieteren Auto Management Committee The day to day management of D'Ieteren Auto is carried out by its Management Committee. Members of the operational management of the makes are invited to participate in the Management Committee meetings on matters dealing with their own areas of responsibility. Follow-up of shareholdings Shareholdings are followed up by having members of the General Management on the boards of companies in which D'Ieteren has an important stake, whether directly or indirectly. The task of these members is to see to the interests of the group in financial, operational and legal terms, while respecting the necessary management independence of the companies concerned. Besides, the activities of the strategic and financial committees of the companies in which D Ieteren has an important stake are closely followed, notably through the presence at these meetings of D Ieteren s representatives. Appropriation policy The Board of Directors intends to pursue its constant policy of maintaining the largest possible degree of internal financing, which is important for the development of the group, while assuring a policy of regular dividend growth.