ABS Europe Ltd.Liquidiert

ABS Europe Limited

Haan

Directors' report and consolidated financial statements for the year ended 31 December 2012

Registered number: 02562251

Company Information

Contents

Directors' report

Statement of directors' responsibilities

Independent auditors' report to the members of ABS Europe Limited

Consolidated profit and loss account

Statement of total recognised gains and losses

Consolidated balance sheet

Company balance sheet

Notes to the financial statements

Directors' report for the year ended 31 December 2012

The Directors present their report and the financial statements for the year ended 31 December 2012.

Principal activities

The group's principal activities in the year under review were the testing, and surveying of vessels and other structures, together with industrial verification and consulting services, primarily for the benefit of the maritime industry within Europe and Africa.

Business review

The key financial and other performance indicators during the year were as follows:

During 2010 the Directors reviewed the arrangements between ABS Europe Ltd and its subsidiary, ABS Italy Srl, with the parent, American Bureau of Shipping such that services between these companies are now supplied on a cost plus basis. As a result of these arrangements, gross profit for 2012 has increased to 28%, and as expected under the arrangements, the margin is subject to lower volatility than in previous years for ABS Europe Ltd, the company. This represents a healthy profit margin

The turnover has been generated through the group's operations located in the UK, Germany, France, Sweden, Spain, Denmark, Belgium, Cyprus, Portugal, Finland, Angola, Russia, Israel, Namibia and the Netherlands during the year.

Future developments

Although the market for classification services is expected to remain challenging in 2014, ABS Europe should be largely protected from the worst effects due to the presence of the updated arrangements discussed above, with fixed profit margins and reduced risk of debtor default.

ABS Marine Services Limited and ABS Group Limited expect to show growth through expansion into the Offshore Verification/LNG transportation and Renewable energy sectors, respectively.

Research and development

The Company does not undertake research and development activity as any such activity is carried out by the parent organisation in the US.

Results and dividends

The profit for the year, after taxation, amounted to £3,266,000 (2011 - £1,471,000).

During the period, the Company paid a dividend £9,185,000 (2011: £nil), and the decrease in retained earnings for the year of £5,919,000 (2011: increase - £1,471,000) has been deducted from reserves.

Principal risks and uncertainties

ABS Europe Ltd and ABS Italy Sri's principal risks with reference to margins arising from either a down turn in the shipbuilding business, or from fluctuations in exchange rates, have been to a great extent mitigated through the adoption of a revised pricing arrangement with the parent undertaking. However, in the event of significant downturn in business the company may be required to reduce its cost base, which is likely to materially impact the quantum of profits earned in the future.

In addition, the companies are exposed to risks arising from the continued existence of its sole revenue provider the American Bureau of Shipping although, given the significant history and track record of the American Bureau of Shipping, the Directors consider that the risk of reliance on one revenue provider is low. The business has a very low credit and litigation risk profile as much of this exposure is with the American Bureau of Shipping, the parent company, although if an event that may threaten the continued existence of American Bureau of Shipping arises, this may indirectly change the risk profile of the business of ABS Europe Ltd.

All Group companies require highly trained employees, and we have a range of benefits, including a final salary pension scheme, to attract and retain our employee base.

Provision of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

Employees

Regular meetings are held with representatives of the UK employees which, in the opinion of the directors, fulfil the intent of the provisions of Section 2 of the Employment Act, 1982.

All employees participate in a non-contractual bonus scheme, which is related to the performance of the company.

Health and safety matters are given special attention by the group and it is Board policy to ensure that continued employment is offered, wherever possible, to employees who become temporarily disabled and special arrangements are made for those permanently disabled, including training and career development.

ABS Europe Ltd is an equal opportunity employer providing every qualified applicant with consideration for job openings without regard to race, colour, religion, gender, national origin, age or marital status.

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on page 4. Notes 9-11 to the financial statements show the assets available to the Group to support its business in the future. ABS Europe Ltd and ABS Italy Srl having entered into revised agreements with American Bureau of Shipping to provide services on a basis that should considerably reduce the Group's exposure to external economic risk. This is because the arrangements provide for a stable margin with respect to operating costs of the business which flexes up or down in line with increases or decreases in the cost base.

ABS Europe Ltd and ABS Italy Sri recently having entered into revised agreements with American Bureau of Shipping to provide services on a revised basis, considerably reduces the Group's exposure to external economic risk. This is a [ow risk cost provider model, with revenue determined by applying a margin to the cost base. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements

Directors

The directors who served during the year were:

Auditors

Under section 487(2) of the Companies Act 2006, Ernst & Young LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on

Statement of directors' responsibilities for the year ended 31 December 2012

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Independent auditors' report to the shareholders of ABS Europe Limited

We have audited the consolidated financial statements of ABS Europe Limited for the year ended 31 December 2012 which comprise of the Group Profit and Loss Account, the Group Statement of Total Recognised Gains and Losses, the Group and Company Balance Sheets, and the related notes 1 to 23. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities. Statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being, satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the director's report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Statutory Auditor
1 More London Place
London
SE1 2AF

Consolidated profit and loss account for the year ended 31 December 2012

All amounts relate to continuing operations.

The notes on pages 14 to 41 form part of these financial statements.

Statement of total recognised gains and losses for the year ended 31 December 2012

Consolidated balance sheet as at 31 December 2012

The financial statements were approved and authorised for issue by the board and were signed on its behalf on

The notes on pages 14 to 41 form part of these financial statements.

Company balance sheet as at 31 December 2012

The financial statements were approved and authorised for issue by the board and were signed on its behalf on

The notes on pages 14 to 41 form part of these financial statements.

Notes to the financial statements for the year ended 31 December 2012

1. Accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the group's financial statements.

1.1 Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.

Under FRS 1 ("Cash Flow Statements") the company and the group are exempt from the requirement to prepare a cash flow statement on the grounds that a parent undertaking includes the company in its own published consolidated financial statements.

As the company is a wholly owned subsidiary of The American Bureau of Shipping, the company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which form part of the group (or investees of the group qualifying as related parties). The consolidated financial statements of The American Bureau of Shipping, within which this company is included, can be obtained from the address given in note 22.

1.2 Basis of consolidation

The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 31 December 2012. The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal.

In the company's financial statements, investments in subsidiary undertakings are stated at cost, less any provision for impairment.

Under section 408(3) of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account. The results for the year are shown in note 18.

1.3 Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

1.4 Investments

Investments in subsidiaries are valued at cost less provision for impairment.

1.5 Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

The assets and liabilities of overseas subsidiary undertakings and branches are translated at the closing exchange rates. Exchange differences arising from the retranslation of the opening net assets of subsidiaries, branches and associates which have currencies of operation other than sterling and any related loans are taken to reserves together with the differences arising when the profit and loss accounts are translated at average rates and compared with rates ruling at the year end.

1.6 Operating leases

Rentals under operating leases are charged to the Profit and loss Account on a straight line basis over the lease term.

1.7 Pensions

The company operates pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those of the company.

Pension scheme assets are measured using market values. Pension scheme liabilities are measured using a projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability.

The pension scheme surplus (to the extent that they are recoverable) or deficit is recognised in full. The movement in the scheme surplus I deficit is split between operating charges, finance items and, in the consolidated statement of recognised gains and losses, actuarial gains and losses. A summary of the pension arrangements for employees is included in note 20. Independent actuarial valuations of the scheme are made every 3 years.

The company also operates defined contribution pension schemes. The assets of the schemes are held separately from those of the company in independently administered funds. The amounts charged to the profit and loss account represent the contributions payable to the scheme in respect of the accounting period.

1.8 Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions.

Provision is made for tax on gains arising from the revaluation of fixed assets, and gains on disposal of fixed assets that have been rolled into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold.

Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates substantially enacted at the balance sheet date.

1.9 Revenue recognition

ABS Europe Limited (Company) & ABS Italy Sri

Turnover represents the amounts from the provision of services to the American Bureau of Shipping. Revenue is accrued in line with service delivery, and is recorded net of VAT and similar sales tax.

ABS Marine Services Limited & ABS Group Limited

Turnover represents amounts (excluding value added tax) derived from the provision of services to customers during the year. Revenue is recognised on a percentage of completion basis for long term contracts and on invoicing of fee based work

2. Analysis of turnover, net assets and profit on ordinary activities before tax Turnover 2012

Turnover by destination is not materially different from turnover by origin.

3. Cost of Sales and Administrative Expenses

Cost of sales of £38,703,000 (2011: £39,379,000) comprise salaries and related labour costs. Administrative expenses compromise:

4. Operating profit

The operating profit is stated after charging:

5. Auditors' remuneration

The auditor did not provide any non-audit services during the period.

6. Staff numbers and costs

The average number of persons employed by the group and the parent company (including directors) during the period, analysed by category, was as follows:

The aggregate payroll costs of these persons were as follows:

7. Directors' remuneration

During the year retirement benefits were accruing to 4 director (2011 - 4) in respect of defined contribution pension schemes. The aggregate value of entity contributions paid into the scheme in the year was £40,000 (2011: £60,000).

The highest paid director received remuneration of £193,000 (2011 - £431,000) and entity contributions paid into the defined benefit pension scheme of £nil (2011: £18,000).

8. Taxation

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2011 - lower than) the standard rate of corporation tax in the UK of 24.5% (2011 - 26.5%). The differences are explained below:

9. Tangible fixed assets

10. Fixed asset investments

Annually the directors undertake a review of the carrying value of the investment in subsidiaries. As a result of this review, the directors concluded that there had been no fundamental change in the expected long term prospects for the subsidiaries and therefore there should be no change in the level of impairment provision recognised.

Details of the principal subsidiaries can be found under note number 23.

11. Debtors

In the current year amounts owed by group undertakings includes dividends declared & payable in the year of £9,195,000. Whilst the balances are shown net the directors consider the nature of the creditor element relating to the dividend to be fundamentally different to the nature of the gross debtor balance which arises from the group trading relationship.

12. Creditors: Amounts falling due within one year

13. Creditors: Amounts falling due after more than one year

No repayment date is specified for amounts owed to group undertakings and no interest is payable on the outstanding amount. The amount in Other pension schemes refers to amounts that ABS Europe Limited has committed to pay in respect of certain pension scheme arrangements but has not, to date, done so.

14. Deferred tax asset

The deferred tax asset is made up as follows:

A deferred tax asset of £846,000 (2011: £1,145,000) has not been recognised in respect of unutilised net operating losses in the branches and subsidiary companies. These will be available to relieve against future profits of the companies in which they arise. On 20 March 2013 as part of the 2013 Budget, the UK government announced its intention to legislate to reduce the main rate of corporation tax from 24% to 23% which effect from 1 April 2013 with a further reductions to reduce the rate to 21% with effect from 1 April 2014 and 20% from 1 April 2015. These additional changes have not been substantially enacted at the balance sheet date. The effect of this reduction would be to reduce the deferred tax asset by £27,000 to £175,000.

In addition to the above, a deferred tax liability of £122,000 (2011 £122,000) was recognised in respect of revenue arising in the period that is taxable in future periods. Deferred tax on the pension scheme asset/(liability) has been netted off the respective asset/(liability) in accordance with the requirement of FRS 17 (see also note 20). The movement on this asset is as follows:

The impact of the expected future reduction in the corporation tax rate discussed above would have the effect of reducing the deferred tax liability on pension assets by £88,000 to £584,000.

15. Provisions

Group Severance Provision

The severance provision relates to a statutory provision as required in certain countries where the company has operations and employees.

The Company has no provisions.

16. Share capital

17. Reserves

18. Reconciliation of movement in shareholders' funds

The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own Profit and loss Account.

The profit for the year dealt with in the accounts of the company was £2,730,000 (2011 - £1,058,000).

19. Dividends

20. Pension commitments

The Group operates several defined contributions pension schemes. The pension charge for the period represents contributions payable by the company to the defined contribution schemes amounting to £282,000 (2011: £328,000).

In addition the group has a number of defined benefit pension schemes, the details of which are set out below.

UK

In the UK the company operates a pension scheme providing benefits based on final pensionable pay. The latest full valuation was carried out at 31 December 2007 and updated for FRS17 purposes to 31 December 2009 by a qualified independent actuary. The assumptions, which have the most significant effect on the results of the valuation, are those relating to the rate of return on investments and rates of increase in salaries and pensions.

Following changes to the rules relating to pension increases, and a review of the ABS Europe Ltd scheme, as RPI is hardcoded into scheme rules, pension increases in payment for accrued pensions will remain linked to RP1 (other than GMP). However, in future it will not be necessary to have a statutory minimum CPI underpin. Therefore, if CPI is higher than RPI in the future, there is not a requirement to pay the higher CPI increase on pension increases in payment.

The most recent actuarial valuation showed that the market value of the scheme's assets was £45.5 million at 31 December 2012 (2011: £41.2 million) and that the actuarial value of the assets represented 107% (2011: 109%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Germany

In Germany the company operates a pension scheme providing benefits based on final pensionable pay. The pension is unfunded in accordance with German law. The latest full valuation was carried out at 31 December 2003 and updated for FRS17 purposes to 31 December 2009 by a qualified independent actuary. The assumptions, which have the most significant effect on the results of the valuation, are those relating to the rate of return on investments and rates of increase in salaries and pensions.

The most recent actuarial valuation showed that the market value of the scheme's assets was Enil at 31 December 2012 (2011: £nil) and that the actuarial value of the assets represented nil% (2011: nil%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Netherlands

In the Netherlands the company operates a pension scheme providing benefits based on final pensionable pay. The scheme is an insured pension scheme in accordance with Dutch law. The latest full valuation was carried out at 31 December 2007 and updated for FRS17 purpose to 31 December 2009 by a qualified independent actuary. The assumptions, which have the most significant effect on the results of the valuation, are those relating to the rate of return on investments and rates of increase in salaries and pensions.

The most recent actuarial valuation showed that the market value of the scheme's assets was £7.9million at 31 December 2012 (2011: £7.5 million) and that the actuarial value of the assets represented 83% (2011: 105%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Belgium

In Belgium the company operates a pension scheme providing benefits based on final pensionable pay. The scheme is an insured pension scheme in accordance with Belgian law. The latest full valuation was carried out at 31 December 2007 and updated for FRS17 purpose to 31 December 2009 by a qualified independent actuary. The assumptions, which have the most significant effect on the results of the valuation, are those relating to the rate of return on investments and rates of increase in salaries and pensions.

The most recent actuarial valuation showed that the market value of the scheme's assets was £0.9 million at 31 December 2012 (2011: £0.7 million) and that the actuarial value of the assets represented 60% (2011: 69%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

Spain

In Spain the company operates a pension scheme providing benefits based on final pensionable pay. The scheme is an insured pension scheme in accordance with Spanish law. The latest full valuation was carried out at 31 December 2003 and updated for FRS17 purpose to 31 December 2009 by a qualified independent actuary. The assumptions, which have the most significant effect on the results of the valuation, are those relating to the rate of return on investments and rates of increase in salaries and pensions.

The most recent actuarial valuation showed that the market value of the scheme's assets was £2.2 million at 31 December 2012 (2011: £1.7 million) and that the actuarial value of the assets represented 105% (2011: 100%) of the benefits that had accrued to members, before allowing for expected future increases in earnings.

The major assumptions used in the valuations

The assumptions used by the actuary are chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice.

ABS Europe expects to contribute the following during the next annual period ended 31 December 2013.

Scheme assets

The fair value of the schemes' assets, which are not intended to be realised in the short term and may be subject to significant change before they are realised, and the present value of the scheme's liabilities, which are derived from cash flow projections over long periods and thus inherently uncertain were:

Scheme assets

The Company establishes the long-term expected rate of return on plan assets by developing a forward looking, long term result assumption for each asset class, taking into account factors such as the market yield of bond investments of appropriate duration and the expected outperformance for other asset classes based on analysis of long term historical trends. A single long term return assumption is then calculated as the weighted average of the long term return assumption for each asset class, based on the target asset allocation.

Movement in surplus/(deficit) in year

Movement in surplus/(deficit) in year

Analysis of other pension costs in arriving at operating profit

Amounts included in other finance income

Amounts included in other finance income

Analysis of amount recognised in consolidated statement of total recognised gains and losses

Analysis of net assets/(deficit) for the Group

International Benefit Plan

Certain foreign employees of the company are members of a funded defined benefit pension scheme of The American Bureau of Shipping, the details of which are disclosed in the consolidated accounts of The American Bureau of Shipping, an entity incorporated by special statute in the United States of America.

Because the company is unable to identify its share of the scheme assets and liabilities on a consistent and reasonable basis, as permitted by FRS 17 'Retirement benefits' the scheme will be accounted for by the company as the scheme was a defined contribution scheme.

The latest full actuarial valuation was carried out at 14 February 2012 by a qualified actuary. The market value of the group scheme's assets was $75.6m (2011 $59.1 m) and the present value of the scheme's liabilities which are derived from cash flow projections over a long period and are thus inherently uncertain were $82.0m (2011 $71.9m) giving rise to a scheme deficit of $6.4m (2011 $12.8m) before taking account of any deferred tax asset.

The company is one of a number of participating employers and the implications of any surplus or deficit are considered on a group basis

21. Operating lease commitments

At 31 December 2012 the Group had annual commitments under non-cancellable operating leases as follows:

22. Ultimate parent undertaking

The company is a subsidiary undertaking of The American Bureau of Shipping, an entity incorporated by special statute in the United States of America. The accounts are available from the following address:

23. Principal subsidiaries

ABS Europe Limited directly holdings the percentage of ordinary shares and voting rights in the following subsidiaries:

All the above entities have been included in the Group consolidation.