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MPC Münchmeyer Petersen Capital AG
Quarterly Report • Oct 12, 2020
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Quarterly Report
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MPC CAPITAL AG 2020
INTERIM FINANCIAL REPORT
www.mpc-capital.com
Profile
MPC Capital is an international asset and investment manager in the three core segments ReaI Estate, Shipping and Infrastructure. We specialise in the development and management of niche investments for international institutional investors, family offices and professional investors. We are committed to the interests of our investors and co-invest in our projects.
Our expertise and experience in the conception of investments, the combination of the right investment with the right client and the management of the project from acquisition to development to the final implementation of the project is the basis for our success.
Our distinctive hands-on approach offers investors a comprehensive solution along the value chain of an investment. For over 25 years, we have been identifying niche investment opportunities and building strong relationships with international partners in selected market segments.
MPC Capital AG has been listed on the stock exchange since 2000. The shares of MPC Capital AG have been traded in the "Scale" segment of Deutsche Börse in Frankfurt since March 2017.
| Income Statement | H1 2020 | H1 2019 |
|---|---|---|
| Revenue (EUR '000) | 24,758 | 19,977 |
| Earnings before taxes (EUR '000) | 1,218 | 1,814 |
| Consolidated net profit (EUR '000) | 137 | 1,198 |
| Assets under management / balance sheet | 30 June 2020 | 31 December 2019 |
| Assets under management (EUR billion) | 4.3 | 4.5 |
| Total assets (EUR '000) | 126,859 | 139,623 |
| Financial assets (EUR '000) | 67,953 | 74,635 |
| Liquidity (EUR '000) | 15,408 | 20,640 |
| Equity (EUR '000) | 96,802 | 98,968 |
| Equity ratio | 76.3 % | 70.9 % |
| Employees | H1 2020 | H1 2019 |
| Employees (total as of 30 June) | 278 | 292 |
| Personnel expenses (EUR '000) | 12,915 | 14,519 |
| all figures in TEUR, unless otherwise stated |
INTERIM FINANCIAL REPORT 2020 MPC CAPITAL AG 2
MPC Capital Group in figures
Contents
- Profile of MPC Capital & MPC Capital Group in figures
- 4 Foreword by the Management Board
- 6 MPC Capital shares
- 9 Interim Group Management Report of MPC Capital AG
- 17 Consolidated Balance Sheet
- 19 Consolidated Income Statement
- 20 Consolidated Statement Of Changes In Equity
- 22 Consolidated Cash Flow Statement
- 23 Condensed Notes to the Consolidated Financial Statements
- 43 Review Report
Foreword by the Management Board
Dear Shareholders,
It is very rare for one single issue to have dominated everyday and economic life for months on end: the coronavirus has turned the world in which we live and work upside down. Yet the long-term effects for society and the economy are still impossible to foresee. These developments need to be closely monitored in order to identify risks – and even more so opportunities – for the business of MPC Capital.
Understandably, at MPC Capital it is our overriding priority to protect our employees and their families. As soon as the pandemic became known, we therefore enabled our colleagues to work from home and took all necessary steps to continue running our business to the best of our ability in these unusual circumstances. We have succeeded in keeping our organisation functioning and performing almost without restriction. It has been to our benefit that we have invested in the necessary infrastructure and in digitalising our processes in recent years. All our employees therefore deserve our very special thanks for their extraordinary efforts in such exceptional and often challenging conditions.
The performance in the first half reflects how the multi-asset strategy adopted by MPC Capital has made it relatively resilient to external influences. With the asset base's high level of diversification and the steadily growing spread within the segments, the economic impact of the pandemic on our business has so far been modest. In fact, revenue grew over the first six months, by and large because of our broader offering in the Shipping unit.
While the pandemic has so far only affected the Real Estate and Infrastructure units selectively, within the Shipping segment the container shipping area has been hit especially hard. This explains the EUR 0.2 billion decline in assets under management as well as write-downs of EUR 2.5 million to our co-investment portfolio. As a result, earnings before tax fell from EUR 1.8 million in the prior-year period to EUR 1.2 million for the first half of 2020.
We must also continue to expect a volatile development in the markets for the second half of 2020. In particular the risk of further waves of infection and possible restrictions on economic life are a disincentive to investment. We also expect to see continuing uncertainty in the development in carrying amounts and from structural changes in MPC Capital's core markets.
Kind regards, The Management Board of MPC Capital AG
Chairman
Ulf Holländer Constantin Baack Dr. Philipp Lauenstein
Dr. Karsten Markwardt Dr. Ignace Van Meenen
MPC Capital shares in the first half of 2020
Stock markets respond robustly after "coronavirus shock"
In mid-February German's leading index DAX reached a new all-time high of 13,800. Its reaction to the outbreak of the COVID-19 pandemic in mid-March was an abrupt fall to 8,400 points. Hopes of containing the virus and of an associated rapid recovery in the economy, coupled with monetary-policy and fiscal measures, subsequently fuelled a very rapid recovery. Despite the huge impact of the COVID-19 pandemic, stock and bond markets have gradually recovered from the "coronavirus shock". The US technology index Nasdaq has now recouped its losses and even reached a new record high.
MPC Capital shares yet to exhibit recovery trend
MPC Capital shares opened the 2020 stock market year trading at EUR 2.14, which was also the first-half high. The outbreak of the COVID-19 pandemic triggered a steep fall in the trading price. The shares dipped to a firsthalf low of EUR 1.07 on 25 May 2020. In contrast to the market as a whole, the shares did not recover and closed at EUR 1.18 on 30 June 2020. The average trading volume of MPC Capital shares on Xetra was around 10,900 units per day. Market capitalisation on 30 June 2020 was EUR 39.5 million.
2020 FIRST-HALF PERFORMANCE, INDEXED
SHAREHOLDER STRUCTURE AS AT 30 JUNE 2020
Remote (virtual) Annual General Meeting
The Annual General Meeting of MPC Capital AG took place on 25 May 2020. To protect the health of the shareholders and employees of MPC Capital AG, in light of the COVID-19 pandemic it was held in the form of a virtual Annual General Meeting without the physical presence of shareholders or their proxies. In passing the so-called COVID-19 Act, the legislator had temporarily introduced various simplifications for the conducting of Annual General Meetings using electronic telecommunication means; a large number of companies took up this option. All agenda items were carried by clear majorities. The parties attending and voting results as well as all other documents concerning the Annual General Meeting are permanently available on the Investor Relations web page of MPC Capital AG (www.mpc-capital.com).
CORE DATA FOR MPC CAPITAL AG
| WKN / ISIN | A1TNWJ / DE000A1TNWJ4 |
|---|---|
| Share capital / number of shares | EUR 33,470,706.00 / 33,470,706 units |
| Share class | Bearer shares with notional capital share of EUR 1.00 each |
| Trading venues | Open Market in Frankfurt am Main; electronic trading on Xetra; OTC in Berlin-Bremen, Düsseldorf, Hanover, Munich and Stuttgart |
| Market segment | Scale |
| Capital market partner | M.M.Warburg & CO |
| Designated sponsors | M.M.Warburg & CO |
| Analysts | Baader Helvea, Edison Research, Warburg Research |
| First day of trading | 28 September 2000 |
| Reuters code | MPCG.DE |
| Bloomberg | MPCK:GR |
| Ticker symbol | MPCK |
FINANCIAL CALENDAR 2020
| 20 February 2020 | Publication of Annual Report 2019 |
|---|---|
| 14 May 2020 | Q1 2020 key figures |
| 25 May 2020 | Annual General Meeting of MPC Capital AG, virtual |
| 27 August 2020 | Publication of Interim Financial Report 2020 |
| 12 November 2020 | Q3 2020 key figures |
| 16 November 2020 | Analyst conference at the Equity Forum 2020, virtual |
Investor Relations – Your contact
MPC Capital AG, Investor Relations Stefan Zenker Palmaille 67, 22767 Hamburg Tel.: +49 (0) 40 380 22 4200 E-Mail: [email protected]
Interim Group Management Report as at 30 June 2020
1. The MPC Capital Group
The MPC Münchmeyer Petersen Capital Group ("MPC Capital", "MPC Capital Group") is an internationally active asset and investment manager specialising in real asset investments and investment products. MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is the Group parent. It has been quoted on the stock exchange since 2000 and has been listed in the "Scale" Standard of Deutsche Börse in Frankfurt since March 2017.
Together with its subsidiaries, MPC Capital develops, markets and manages real asset investments and investment products for international institutional investors, family offices and professional investors.
MPC Capital offers all its services from a single source. These encompass selecting, launching and structuring an investment in real assets, the active management of the asset and then the development and implementation of an exit strategy that serves the best interests of investors.
Its product and service offering focuses on niche markets in the three core segments Real Estate, Shipping and Infrastructure. With its many years of expertise and a comprehensive international network of partners, MPC Capital seeks to identify market opportunities in order to bring investment projects and investors together. MPC Capital also offers a comprehensive range of services for the management of investments for professional investors (institutional business). MPC Capital has largely withdrawn from the management of investment products for private investors (retail business) in order to focus on business with institutional clients.
MPC Capital generates a stream of management fees from investment projects, as well as one-off and to some extent performance-based transaction fees from the onboarding and sale of assets. MPC Capital is also routinely involved in investment projects as co-investor, through which channel it generates other operating income or income from equity investments.
2. MPC Capital in the first half of 2020
Effects of the COVID-19 pandemic on the business of the MPC Capital Group
The outbreak of the COVID-19 pandemic triggered a global recession and led to significantly greater market uncertainty and delays to investment decisions. In this market situation, the multi-asset strategy pursued by MPC Capital – along with the associated diversification of its asset basis and ultimately also its extensive spread within the segments – has proved to be relatively robust. The Shipping segment of MPC Capital in particular is experiencing the immediate economic impact of the coronavirus crisis, whereas the market-side effects in the remaining business units are relatively modest. Within the Shipping segment, although charter rates especially in container shipping have fallen sharply and the number of unused ships has risen, the tanker and bulk subsegments nevertheless benefited from very high demand in the first quarter of 2020.
The health, safety and well-being of its employees are an absolute priority for MPC Capital. In a reflection of this stance, it took every precaution to minimise the risk of infection among employees after the outbreak of the CO-VID-19 pandemic. MPC Capital has drawn up emergency plans to prioritise the health of all employees while at the same time assuring the essential continuity of workflows in order to maintain operations as efficiently as possible.
Developments in the business units
Real Estate
In the Netherlands the MPC Capital subsidiary Cairn Real Estate made further purchases for both the Real Estate Growth Fund (Logistics portfolio) and the ITC Fund (Office portfolio). Also, a joint venture comprising Cairn, the investor Angelo Gordon and the project developer NEOO acquired the multifunctional property "Beursgallery" in Rotterdam.
In Germany, MPC Capital completed the sale of a residential property project in January 2020. This new-build project in Hamburg, acquired by MPC Capital at the start of 2019, contains around 160 rental units and 13,000 m2 of rental space.
In May 2020 the Real Estate team at MPC Capital secured an early extension to a ten-year office rental agreement in Munich. The rental agreement has now been extended until December 2031 and is for a total rental space of around 12,000 m², plus 185 parking spaces. The owner of the office property in Munich-Gräfelfing is the real estate fund MPC Deutschland 9, which was launched in 2011 by MPC Capital.
Shipping
The economic fallout of the COVID-19 pandemic affected the container shipping area especially badly. Following a sharp slump in world trade, charter rates fell markedly and the number of inactive merchant vessels rose sharply. This development equally affected the customers of Ahrenkiel Steamship and Harper Petersen, the technical and commercial ship managers within the MPC Capital Group.
To address the effects of the COVID-19 pandemic at the market end, the recapitalisation of MPC Container Ships ASA ("MPCC") was successfully implemented in July 2020, stabilising the fleet under MPCC's ownership. The challenging situation in the market as a whole nevertheless prompted a substantial correction to asset values. The carrying amount for MPC Capital's co-investment in MPCC needed to be adjusted accordingly.
With the equity investment in Albis Shipping & Transport GmbH & Co. KG ("Albis Shipping") in the fourth quarter of 2019, MPC Capital has also established a foothold in the commercial management of tankers, having previously widened its technical ship management activities to include the tanker segment. The tanker area enjoyed strong demand in the first half, also reflecting the upheaval in the relevant commodity markets.
After the reporting date of 30 June 2020, MPC Capital and the Singapore-based independent ship manager Wilhelmsen Ship Management AS agreed close cooperation on the technical management of container ships. This agreement involves Wilhelmsen Ship Management acquiring a 50 % share of Ahrenkiel Steamship GmbH & Co KG. The joint venture will operate under the name "Wilhelmsen Ahrenkiel Ship Management" ("WASM"). The company will remain domiciled in Hamburg and will also be able to draw on Wilhelmsen's global network for support. WASM will manage a fleet of currently 72 container ships, with a focus on feeder container ships with a capacity of 1,000 to 3,000 standard containers (TEU). The goal is to increase the fleet further and expand service business internationally. Ahrenkiel Tankers and Ahrenkiel Vogemann Bolten – the Group companies that handle the technical management of tankers and bulk commodity ships – are not part of the transaction. The closing of the transaction is pending the approval of the relevant competition authorities. The disposal of the shares and the continuation of business operations under a 50:50 joint venture will result in the proportionate consolidation of WASM within the MPC Capital Group once the transaction has gone through.
The integration of a globally active, established joint venture partner into MPC Capital's service business reflects the strategy of focusing the MPC Capital business model more strongly on developing investment solutions and realising transactions in the future. Through forging this close alliance with Wihlelmsen, MPC Capital also expects the much larger network to provide extra impetus for growing transaction business.
Infrastructure
As part of the new focus on high-growth, profitable segments, the Infrastructure area of MPC Capital will concentrate on the development and management of facilities for the production and storage of renewable energy. In this connection, MPC Capital was able to raise further equity for the MPC Caribbean Clean Energy Fund in the first half, and further expand its strategy for the development of solar and wind farms in the Caribbean and selected areas of South America.
In February, MPC Capital arranged the financing for the construction of a 6.5 MWp solar PV project in El Salvador. The project's investment volume is around USD 7.8 million. Its commissioning is scheduled for Q4 2020.
Development of assets under management
The assets under management (AUM) of the MPC Capital Group as at 30 June 2020 totalled EUR 4.3 billion, around EUR 0.2 billion down on the level as at 31 December 2019 (EUR 4.5 billion). New business brought in asset additions of EUR 0.3 billion. This contrasted with asset disposals amounting to EUR 0.2 billion. The measurement and currency effects came to EUR -0.3 billion.
AUM in the Real Estate segment rose from EUR 1.7 billion to EUR 1.9 billion primarily because of the acquisitions of the Dutch MPC Capital subsidiary Cairn.
In the Shipping segment, AUM declined by EUR 0.3 billion to EUR 1.9 billion. The increase from the equity investment in the tanker specialist Albis Shipping was offset especially by measurement-related decreases in the container segment.
In the Infrastructure segment, AUM remained unchanged at EUR 0.3 billion.
Discontinued products, which include existing funds from the former business model that do not fit into any of the three core asset classes, declined further from EUR 0.3 billion to EUR 0.2 billion.
As at 30 June 2020, institutional business accounted for 79 % of AUM (31 December 2019: 78 %). Retail business accounted for the remaining 21 % (31 December 2019: 22 %).
3. Results of operations, net assets and financial position
Results of operations
Revenue for the MPC Capital Group climbed to EUR 24.8 million in the first half of 2020 (H1 2019: EUR 20.0 million). The increase substantially reflects the integration of the equity investment in the tanker specialist Albis Shipping conducted in Q4 2019. That is also behind the rise in the cost of purchased materials.
Management fees amounted to EUR 20.0 million, some 12 % up on the prior-year period (EUR 17.8 million). This growth demonstrates how the MPC Capital business model is relatively robust to the current impact of the COVID-19 pandemic.
Transaction fees of EUR 2.4 million were around EUR 0.6 million up on the first half of the previous year (EUR 1.8 million), when the level of transactions was slack. They related mainly to transactions in the Real Estate unit.
Other revenue for the first half of 2020 came to EUR 2.4 million (H1 2019: EUR 0.4 million). This item is essentially made up of one-off, non-recurring income from the Shipping unit, which is matched by the increased cost of purchased materials.
Other operating income for the first half of 2020 came to EUR 4.4 million (H1 2019: EUR 3.9 million). This mainly comprised accounting profits from asset sales in connection with the disposal of the residential property project in Hamburg, as well as sections of the BMG portfolio.
The cost of purchased materials rose by EUR 2.1 million to EUR 2.8 million (H1 2019: EUR 0.7 million) essentially in connection with the equity investment acquired in Albis Shipping. It related to purchased services in connection with the commercial chartering of tankers.
Personnel expenses of EUR 12.9 million in the first half of 2020 were around 11 % down on the prior-year period (H1 2019: EUR 14.5 million). The fall reflects the economies made as part of the focusing strategy. As at 30 June 2020, the Group had 278 employees (30 June 2019: 292).
Other operating expenses for the first half of 2020 were equally reduced compared with the prior-year period: the figure was around 6 % lower than in the first half of 2019, at EUR 11.1 million (EUR 11.8 million).
The biggest single item within other operating expenses is legal and consultancy costs of EUR 2.6 million (H1 2019: EUR 3.3 million).
Investment income of EUR 1.7 million was well down on the prior-year period (H1 2019: EUR 5.4 million). The previous year featured a high promote from the successful exit for a Dutch real estate portfolio (TRANSIT transaction) as well as the disposal of equity investments in limited partnerships from the BMG portfolio.
As a result of the aforementioned economic impact of the COVID-19 pandemic on valuation of assets in the Shipping unit, the valuation approach for MPC Container Ships was likewise adjusted. These adjustments led to a negative result of associates carried at equity in the amount of EUR 2.5 million.
Earnings before tax (EBT) for the first half of 2020 came to EUR 1.2 million (H1 2019: EUR 1.8 million) due to valuation adjustements.
Overall, MPC Capital AG posted a consolidated profit after tax of EUR 0.1 million for the first half of 2020 (H1 2019: EUR 1.2 million).
Financial position and net assets
The total assets of the Group as at 30 June 2020 declined to EUR 126.9 million (31 December 2019: EUR 139.6 million).
Financial assets, which are substantially made up of coinvestments by MPC Capital AG, fell to EUR 68.0 million (31 December 2019: EUR 74.6 million) mainly because of the correction to the measurement approach for MPC Container Ships as well as returns from other equity investments. Total fixed assets came to EUR 74.7 million as at 30 June 2020 (31 December 2019: EUR 81.8 million).
Current assets declined to EUR 51.9 million (31 December 2019: EUR 57.7 million). As a result of the extensive scaling-back of liabilities, the Group's liquidity (cash in hand and bank balances) as at 30 June 2020 was EUR 15.4 million (31 December 2019: EUR 20.6 million). Receivables and other assets amounted to EUR 36.5 million, just below the level as at 31 December 2019 (EUR 37.1 million).
Equity as at 30 June 2020 was EUR 96.8 million, slightly below the level as at 31 December 2019 (EUR 99.0 million). The equity ratio rose from 70.9 % to 76.3 % as a result of the significant reduction in liabilities.
Provisions were reduced by EUR 3.3 million to EUR 15.9 million as at 30 June 2020 (31 December 2019: EUR 19.2 million). Liabilities fell to EUR 13.9 million as at 30 June 2020 (31 December 2019: EUR 21.4 million). The decline was driven mainly by the repayment of loans for project financing in the Real Estate unit.
Cash flow statement
The cash flow from operating activities came to EUR -2.7 million in the first half of 2020 (H1 2019: EUR -4.0 million). The cash flow from investing activities in the period under review came to EUR 5.7 million (H1 2019: EUR -10.5 million). Payments for investments in financial assets amounted to EUR -7.5 million (H1 2019: EUR -24.9 million) and were for co-investments related to the refinancing of MPC Container Ships ASA as well as other projects in the Real Estate unit and and renewable energy area. Proceeds from the disposal of financial assets came to EUR 13.9 million (H1 2019: EUR 14.4 million) and resulted primarily from the TRANSIT transaction as well as the disposal of equity investments in limited partners from the BMG portfolio.
The cash flow from financing activities amounted to EUR -8.3 million in the first half of 2020 (H1 2019: EUR 0.0 million) and comprises mainly the repayment of loans for project financing in the Real Estate unit.
Overall, cash and cash equivalents as at 30 June 2020 came to EUR 15.4 million (H1 2019: EUR 14.1 million).
4. Other disclosures
Employees
As at 30 June 2020 the MPC Capital Group had 278 employees (30 June 2019: 292).
5.
Report on risks and opportunities
The principal opportunities and risks associated with the expected development of the Group are presented in the Group Management Report for the 2019 financial year. The effects of the COVID-19 pandemic in the first half of 2020 prompted a serious, global recession and led to drastic restrictions on everyday life. The substantial risks for the global economy remain difficult to foresee because the duration and further spread of the coronavirus along with the measures required to limit its reach cannot currently reliably be estimated. In light of this, it is equally not yet possible to forecast the long-term implications of the COVID-19 pandemic for the core markets of MPC Capital with any clarity; this could lead especially to delayed investment decisions because of the increased market uncertainty. Likewise, if the coronavirus crisis persists for longer it is impossible to rule out further consequences for the company's co-investment portfolio.
renewed lockdowns that could be necessitated by further waves of the virus – all economic forecasts carry considerable uncertainty.
Anticipated business performance
Given the economic impact of the COVID-19 pandemic, the Management Board of MPC Capital AG has decided to refrain from issuing a forecast for the current financial year of 2020 in view of the uncertainty surrounding further business development.
6. Report on expected developments
The following forecasts contain assumptions that are not certain to materialise. If one or more assumptions fail to materialise, the actual events and developments may differ significantly from the forecasts presented.
Economic environment
The outbreak and continuing spread of the coronavirus since February 2020 brought on a collapse in economic activity and high volatility in capital markets. Even if the real economic data available so far provides only a rough indication of how far the economy will go into reverse this year, the International Monetary Fund anticipates that global value added will fall by almost five percent year on year. This would be the sharpest decline since the Great Depression of 1929/30. For the first time ever, all regions of the world will be affected simultaneously by a recession.
Yet most of the early indicators show that the low point in the cycle was initially passed in mid-May with the gradual easing of restrictions on economic life. This putative recovery in the course of the second half is also attributable to massive monetary-policy and economic interventions. However with the impact of the coronavirus crisis not yet adequately foreseeable – in particular given the risk of In particular the risk of further waves of infection, and with it the need to tighten the restrictions on economic and everyday life, continues to mean investment decisions are being put off. Furthermore, uncertainty continues to surround the development in carrying amounts in MPC Capital's core markets.
If the economic conditions become more predictable and visibility for the financial year in progress improves, the Management Board will resume forecasting for the 2020 financial year and communicate its view to the capital market.
Hamburg, 24 August 2020
Chairman
Dr. Philipp Lauenstein Dr. Karsten Markwardt
Dr. Ignace Van Meenen
Ulf Holländer Constantin Baack
AS AT 30 JUNE 2020
INTERIM FINANCIAL REPORT 2020 MPC CAPITAL AG 15
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Contents
VERKÜRZTER KONZERNABSCHLUSS
- 1. Consolidated Balance Sheet
- 2. Consolidated Income Statement
- 3. Consolidated Statement Of Changes In Equity
- 4. Consolidated Cash Flow Statement
- 5. Condensed Notes to the Consolidated Financial Statements
1. Consolidated Balance Sheet
| Assets | 30/06/2020 EUR '000 |
31/12/2019 EUR '000 |
|
|---|---|---|---|
| A. Fixed assets | 74,670 | 81,808 | |
| I. Intangible assets |
5,652 | 6,460 | |
| 1. Purchased concessions, industrial rights and software | 132 | 38 | |
| 2. Goodwill | 5,520 | 6,422 | |
| II. Tangible assets |
1,066 | 713 | |
| 1. Leasehold improvements | 778 | 263 | |
| 2. Other fixtures and fittings, operating and office equipment | 288 | 451 | |
| III. Financial assets | 67,953 | 74,635 | |
| 1. Shares in affiliated companies | 567 | 862 | |
| 2. Equity investments | 40,992 | 44,983 | |
| 3. Investment securities | 2,984 | 0 | |
| 4. Other loans | 23,409 | 28,790 | |
| B. | Current assets | 51,862 | 57,720 |
| I. Receivables and other assets |
36,454 | 37,080 | |
| 1. Trade receivables | 9,633 | 6,990 | |
| 2. Receivables from other long-term investees and investors | 10,961 | 9,505 | |
| 3. Other assets | 15,860 | 20,585 | |
| II. Cash in hand and bank balances |
15,408 | 20,640 | |
| C. | Prepaid expenses and deferred income | 327 | 94 |
| Total assets | 126,859 | 139,623 |
| Equity and liabilities | 30/06/2020 EUR '000 |
31/12/2019 EUR '000 |
|---|---|---|
| A. Equity |
96,802 | 98,968 |
| I. Subscribed capital |
33,471 | 33,471 |
| II. Additional paid-in capital | 54,092 | 54,222 |
| III. Other retained earnings | 10,804 | 10,804 |
| IV. Net accumulated losses | -8,687 | -8,190 |
| V. Difference in equity from currency translation | 72 | 166 |
| VI. Minority interest | 7,050 | 8,495 |
| B. Provisions |
15,913 | 19,193 |
| 1. Provisions for taxes | 4,790 | 4,625 |
| 2. Other provisions | 11,123 | 14,568 |
| C. Liabilities |
13,853 | 21,370 |
| 1. Liabilities to banks | 1,479 | 1,954 |
| 2. Trade payables | 670 | 874 |
| 3. Liabilities to other long-term investees and investors | 1,167 | 1,618 |
| 4. Other liabilities | 10,537 | 16,924 |
| D. Prepaid expenses and deferred income |
291 | 92 |
| Total equity and liabilities | 126,859 | 139,623 |
2. Consolidated Income Statement
from 1 January to 30 June 2020
| H1 2020 EUR '000 |
H1 2019 EUR '000 |
||
|---|---|---|---|
| 1. | Revenue | 24,758 | 19,977 |
| 2. | Other operating income | 4,442 | 3,929 |
| 3. | Cost of materials: cost of purchased services | -2,770 | -658 |
| 4. | Personnel expenses | -12,915 | -14,519 |
| a) Wages and salaries | -11,237 | -12,750 | |
| b) Social security, post-employment and other employee benefit costs | -1,678 | -1,769 | |
| 5. | Amortisation of intangible fixed assets and depreciation of tangible assets | -1,210 | -1,079 |
| 6. | Other operating expenses | -11,112 | -11,831 |
| 7. | Operating result | 1,193 | -4,180 |
| 8. | Income from equity investments | 1,739 | 5,399 |
| 9. | Other interest and similar income | 1,243 | 1,254 |
| 10. | Write-downs on financial assets | -170 | -374 |
| 11. | Interest and similar expenses | -266 | -285 |
| 12. | Result of associates carried at equity | -2,521 | 0 |
| 13. | Earnings before tax | 1,218 | 1,814 |
| 14. | Taxes on income | -1,056 | -587 |
| 15. | Result after tax | 162 | 1,228 |
| 16. | Other taxes | -25 | -30 |
| 17. | Consolidated net profit | 137 | 1,198 |
| 18. | Minority interest | -633 | -1,289 |
| 19. | Change in consolidation | -2 | 0 |
| 20. | Loss carryforward | -8,190 | -5,972 |
| 22. | Net accumulated losses | -8,687 | -6,063 |
3. Consolidated Statement of Changes in Equity
Capital and reserves attributable to the shareholders of the parent company
| Additional | Other | |||
|---|---|---|---|---|
| Share capital | paid-in capital | retained earnings | Net loss | |
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | |
| As at 1 January 2020 | 33,471 | 54,222 | 10,804 | -8,190 |
| Gradual acquisition of shares | 0 | -130 | 0 | 0 |
| Capital increase | 0 | 0 | 0 | 0 |
| Capital reduction | 0 | 0 | 0 | 0 |
| Profit distributions | 0 | 0 | 0 | 0 |
| Change in consolidation | 0 | 0 | 0 | -2 |
| Consolidated earnings | 0 | 0 | 0 | -496 |
| Currency translation differences | 0 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | 0 | -496 |
| As at 30 June 2020 | 33,471 | 54,092 | 10,804 | -8,687 |
Note: Rounding differences may occur.
Capital and reserves attributable to the shareholders of the parent company
| Additional | Other | |||
|---|---|---|---|---|
| Share capital | paid-in capital | retained earnings | Net loss | |
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | |
| As at 1 January 2019 | 33,471 | 54,993 | 10,803 | -5,972 |
| Gradual acquisition of shares | 0 | -771 | 0 | 0 |
| Capital increase | 0 | 0 | 0 | 0 |
| Proceeds from decreasing shares in consolidated companies |
0 | 0 | 0 | 0 |
| Profit distributions | 0 | 0 | 0 | 0 |
| Change in consolidation | 0 | 0 | 0 | 0 |
| Consolidated earnings | 0 | 0 | 0 | -91 |
| Currency translation differences | 0 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | 0 | -91 |
| As at 30 June 2019 | 33,471 | 54,222 | 10,803 | -6,063 |
Minority interest
| Difference in equity from currency translation EUR '000 |
Equity EUR '000 |
Share capital EUR '000 |
Additional paid-in capital EUR '000 |
Net retained profits EUR '000 |
Equity EUR '000 |
Consolidated equity EUR '000 |
|---|---|---|---|---|---|---|
| 166 | 90,473 | 2,563 | 3,492 | 2,439 | 8,495 | 98,968 |
| 0 | -130 | -167 | 0 | 0 | -167 | -297 |
| 0 | 0 | 0 | 48 | 0 | 48 | 48 |
| 0 | 0 | 0 | -73 | 0 | -73 | -73 |
| 0 | 0 | 0 | 0 | -2,187 | -2,187 | -2,187 |
| 0 | -2 | 92 | 0 | 210 | 302 | 300 |
| 0 | -496 | 0 | 0 | 633 | 633 | 137 |
| -94 | -94 | 0 | 0 | 0 | 0 | -94 |
| -94 | -590 | 0 | 0 | 633 | 633 | 43 |
| 72 | 89,751 | 2,488 | 3,467 | 1,095 | 7,050 | 96,802 |
Note: Rounding differences may occur.
Minority interest
| Difference in equity from currency translation EUR '000 91 |
Equity EUR '000 93,386 |
Share capital EUR '000 1,699 |
Additional paid-in capital EUR '000 16,321 |
Net retained profits EUR '000 1,062 |
Equity EUR '000 19,082 |
Consolidated equity EUR '000 112,467 |
|---|---|---|---|---|---|---|
| 0 | -771 | 0 | 0 | 0 | 0 | -771 |
| 0 | 0 | 814 | 0 | 0 | 814 | 814 |
| 0 | 0 | -619 | 0 | 0 | -619 | -619 |
| 0 | 0 | 0 | -400 | -1,273 | -1,673 | -1,673 |
| 0 | 0 | 1,424 | 0 | 0 | 1,424 | 1,424 |
| 0 | -91 | 0 | 0 | 1,289 | 1,289 | 1,198 |
| 18 | 18 | 0 | 0 | 0 | 0 | 18 |
| 18 | -73 | 0 | 0 | 1,289 | 1,289 | 1,216 |
| 109 | 92,542 | 3,318 | 15,921 | 1,078 | 20,316 | 112,858 |
4. Consolidated Cash Flow Statement
from 1 January to 30 June 2020
| H1 2020 EUR '000 |
H1 2019 EUR '000 |
|
|---|---|---|
| Cash flow from operating activities | -2,701 | -3,957 |
| Consolidated net profit | 137 | 1,198 |
| Amortisation of intangible assets and depreciation of tangible assets | 1,210 | 1,079 |
| Write-downs on financial assets | 170 | 374 |
| Result of associates carried at equity | 2,521 | 0 |
| Gain/loss on the disposal of intangible and tangible assets | 0 | 14 |
| Gain/loss on the disposal of financial assets | -1,007 | -2,022 |
| Changes in inventories, trade receivables and other assets not allocable to investing or financing activities |
-3,952 | -1,644 |
| Changes in trade payables and other liabilities not allocable to investing or financing activities | -1,695 | -1,868 |
| Changes in other provisions | -3,445 | -1,650 |
| Proceeds from dividends | 830 | 2,516 |
| Income tax expense | 1,056 | 587 |
| Income taxes received / paid | 1,393 | -2,589 |
| Interest expenses and interest income | 717 | 47 |
| Other non-cash expenses/income | -635 | 0 |
| Cash flow from investing activities | 5,744 | -10,515 |
| Payments for investments in intangible and tangible assets | -885 | -436 |
| Payments for investments in financial assets | -7,518 | -24,940 |
| Payments for the acquisition of shares in consolidated companies (successive acquisition) | -130 | -771 |
| Payments for the acquisition of shares in consolidated companies less cash and cash equivalents | 0 | -388 |
| Proceeds from the disposal of intangible and tangible assets | 129 | 3 |
| Proceeds from the disposal of financial assets | 13,888 | 14,362 |
| Proceeds from dividends | 260 | 1,655 |
| Cash flow from financing activities | -8,275 | -24 |
| Proceeds of new borrowings | 425 | 2,000 |
| Repayments of borrowings | -5,475 | -1,096 |
| Interest paid | -1,544 | -47 |
| Proceeds from other shareholders | 0 | 1,423 |
| Payments to other shareholders | -1,681 | -2,304 |
| Changes in cash and cash equivalents | -5,232 | -14,496 |
| Cash and cash equivalents at the start of the period | 20,640 | 28,578 |
| Cash and cash equivalents at the end of the period | 15,408 | 14,082 |
Note: Rounding differences may occur.
Cash and cash equivalents corresponds to the balance sheet item "Cash in hand and bank balances".
Cash inflows that, in accordance with their economic character, result from cash inflows from non-current assets held in the course of operating activities (proceeds from disposals and dividends) are included in operating cash flow in the cash flow statement.
The cash and cash equivalents component from the joint venture using proportionate consolidation amounts to EUR 1.2 million.
5. Condensed Consolidated Financial Statements
of MPC Münchmeyer Petersen Capital AG, Hamburg, as at 30 June 2020
1. BASIC INFORMATION
The MPC Münchmeyer Petersen Capital Group ("MPC Capital", "MPC Capital Group") is an independent asset and investment manager for real asset investments. MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is the Group parent. Together with its subsidiaries, MPC Capital AG develops and manages real asset investments and investment products for international institutional investors, family offices and professional investors. The financial year of MPC Capital AG and of its included subsidiaries corresponds to the calendar year.
MPC Münchmeyer Petersen Capital AG is entered in the Commercial Register of the Hamburg District Court, Department B, under 72691 and is listed in the "Scale" segment of Deutsche Börse AG. The company's registered office is Hamburg, Germany.
2. ACCOUNTING POLICIES
The interim consolidated financial statements as at 30 June 2020 for the MPC Capital Group have been prepared in accordance with Sections 290 ff. of German Commercial Code (HGB) and the additional requirements of the German Stock Corporation Act, and are based on the assumption of business continuation.
2.1. CHANGES IN CONSOLIDATION
a) Additions
The following companies were fully consolidated for the first time in the first half of the 2020 financial year:
- ෮ Duisburg Invest Beteiligungsgesellschaft mbH & Co. KG, Hamburg (shareholding: 100.0 percent)
- ෮ Verwaltungsgesellschaft Duisburg Invest mbH, Hamburg (shareholding: 100.0 percent)
b) Disposals
The following companies were deconsolidated in the first half of the 2020 financial year:
- MPC Synergy Real Estate AG, Jona, Switzerland
- Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus III mbH, in liquidation, Quickborn
The above changes in consolidation do not materially impair the comparability of the consolidated balance sheet and consolidated income statement with the previous year.
3. NOTES TO THE CONSOLIDATED BALANCE SHEET
3.1 DEVELOPMENT OF FIXED ASSETS
| Costs | ||||
|---|---|---|---|---|
| As at 01/01/2020 |
Additions | Disposals | As at 30/06/2020 |
|
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | |
| l. Intangible assets | ||||
| 1. Purchased concessions, industrial rights and software |
1,638 | 117 | 0 | 1,755 |
| 2. Goodwill | 29,904 | 122 | 0 | 30,026 |
| 31,542 | 239 | 0 | 31,781 | |
| ll. Tangible assets | ||||
| 1. Leasehold improvements | 1,412 | 595 | 0 | 2,012 |
| 2. Other fixtures and fittings, operating and office equipment |
3,367 | 51 | 254 | 3,159 |
| 4,779 | 646 | 254 | 5,171 | |
| lll. Financial assets | ||||
| 1. Shares in affiliated companies | 4,830 | 0 | 283 | 4,547 |
| 2. Equity investments | 62,298 | 2,274 | 6,298 | 58,274 |
| 3. Investment securities | 0 | 2,984 | 0 | 2,984 |
| 4. Other loans | 36,256 | 2,325 | 7,706 | 30,875 |
| 103,384 | 7,583 | 14,287 | 96,680 | |
| Fixed assets | 139,705 | 8,468 | 14,541 | 133,632 |
Depreciation and amortisation Carrying amount
| As at 31/12/2019 |
As at 30/06/2020 |
As at 30/06/2020 |
Write-ups | Disposals | Additions | As at 01/01/2020 |
|---|---|---|---|---|---|---|
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 |
| 38 | 132 | 1,622 | 0 | 0 | 21 | 1,601 |
| 6,422 | 5,520 | 24,507 | 0 | 0 | 1,025 | 23,482 |
| 6,460 | 5,652 | 26,129 | 0 | 0 | 1,046 | 25,083 |
| 263 | 778 | 1,233 | 0 | 0 | 79 | 1,149 |
| 451 | 288 | 2,871 | 0 | 125 | 84 | 2,917 |
| 713 | 1,066 | 4,104 | 0 | 125 | 163 | 4,066 |
| 862 | 567 | 3,980 | 0 | 0 | 12 | 3,968 |
| 44,983 | 40,992 | 17,282 | -186 | 5 | 159 | 17,314 |
| 0 | 2,984 | 0 | 0 | 0 | 0 | 0 |
| 28,790 | 23,409 | 7,466 | 0 | 0 | 0 | 7,466 |
| 74,635 | 67,953 | 28,728 | -186 | 5 | 171 | 28,748 |
| 81,808 | 74,670 | 58,961 | -186 | 130 | 1,380 | 57,897 |
3.2 INTANGIBLE ASSETS
The intangible assets are predominantly made up of goodwill arising in the course of first-time consolidation.
In addition to the goodwill of Ahrenkiel Steamship GmbH & Co. KG already arising in the 2015 financial year, the strategic equity investment of 50 percent in Albis Shipping & Transport GmbH & Co. KG as well as the acquisition of 100 percent of HCRE Beheerder B.V. led to the capitalisation of further goodwill.
3.3 TANGIBLE ASSETS
The tangible assets comprise leasehold improvements as well as other fixtures and fittings, operating and office equipment. No write-downs on tangible assets were made.
3.4 FINANCIAL ASSETS
3.4.1 Equity investments
Equity investments are made up as follows:
| 30/06/2020 | 31/12/2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| 1. Equity investments in associated companies | 11,290 | 18,557 |
| BB Amstel B.V., Amsterdam | 5,482 | 5,482 |
| Bluewater Investments GmbH & Co. KG, Hamburg | 2,894 | 5,415 |
| MPC Renewable Colombia S.A.S., Bogotá | 913 | 689 |
| BBG Bulk Beteiligungs GmbH & Co. KG, Hamburg | 678 | 678 |
| Aurum Insurance Ltd., Isle of Man | 610 | 610 |
| InTheCity Fund, Amsterdam* | 0 | 5,000 |
| Miscellaneous equity investments in associates | 713 | 683 |
| 2. Other equity investments | 29,702 | 26,426 |
| InTheCity Fund, Amsterdam | 5,000 | 0 |
| ABN Amro Mees Pierson Real Estate Growth Fund N.V., Amsterdam | 4,617 | 4,617 |
| MPC Caribbean Clean Energy Fund LLC, Cayman Islands | 3,730 | 3,730 |
| HSRE MPC JV I S.A.R.L., Luxembourg | 1,924 | 1,924 |
| Njord Handy AS, Oslo | 1,227 | 1,099 |
| Equity investments | 40,992 | 44,983 |
|---|---|---|
| Other equity investments in fund limited partnerships | 4,322 | 6,386 |
| Njord Container AS, Oslo | 185 | 185 |
| Quadriga Container AS, Oslo | 219 | 219 |
| HSRE MPC JV II S.A.R.L., Luxembourg | 225 | 225 |
| Transit Holding II B.V., Amsterdam | 324 | 507 |
| Danubia Tanker AS, Oslo | 340 | 441 |
| AG CRE Netherlands C.V., Amsterdam | 482 | 500 |
| AG CRE Maxis C.V., Amsterdam | 551 | 551 |
| Atlantic Bay AS, Oslo | 589 | 634 |
| Njord Julie AS, Oslo | 623 | 576 |
| Atlantic Breeze AS, Oslo | 688 | 742 |
| AT&C Amstel Holdings B.V., Amsterdam | 746 | 746 |
| San Isidro Fotovoltaica C.V., El Salvador* | 762 | 155 |
| Stille Beteiligungen MPC IT Services GmbH & Co. KG, Hamburg | 840 | 840 |
| Atlantic Bridge AS, Oslo | 1,109 | 1,109 |
| MPC Student Housing Venture I geschl. Investment-GmbH & Co. KG, Hamburg | 1,199 | 1,241 |
Note: Rounding differences may occur.
* = Due to a reduction in the shareholding quota, it is reported under other investments for the first time in this financial year
Compared with the previous year, equity investments in associated companies declined by EUR 7.3 million; this was prompted partly by a reporting change to the equity investment in the InTheCity Fund and partly by the negative result of associates carried at equity for Bluewater Investment GmbH & Co. KG. The fall in the carrying amount for Bluewater Investment GmbH & Co. KG is attributable to a write-down on the shares held indirectly in MPC Container Ships ASA.
3.4.2 Investment securities
In the first half of the financial year, shares in this company were acquired directly by MPC Capital AG through a capital increase at MPC Container Ships ASA.
3.4.3 Other loans
These loans are predominantly project financing loans with a medium to long term of up to ten years.
3.5 RECEIVABLES AND OTHER ASSETS
The statement of changes in receivables is as follows:
Maturities
| Total | up to 1 year |
over 1 year |
of which over 5 years |
||
|---|---|---|---|---|---|
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | ||
| 30/06/2020 | 9,633 | 9,633 | 0 | 0 | |
| 1. Trade receivables | 31/12/2019 | 6,990 | 6,990 | 0 | 0 |
| 2. Receivables from other long-term | 30/06/2020 | 10,961 | 10,961 | 0 | 0 |
| investees and investors | 31/12/2019 | 9,505 | 9,505 | 0 | 0 |
| - of which from associated equity investments | 30/06/2020 | 2,403 | 2,403 | 0 | 0 |
| 31/12/2019 | 1,936 | 1,936 | 0 | 0 | |
| - of which from fund companies | 30/06/2020 | 8,358 | 8,358 | 0 | 0 |
| 31/12/2019 | 7,308 | 7,308 | 0 | 0 | |
| 30/06/2020 | 200 | 200 | 0 | 0 | |
| - of which from other equity investments | 31/12/2019 | 261 | 261 | 0 | 0 |
| 30/06/2020 | 9,157 | 9,157 | 0 | 0 | |
| - of which trade receivables | 31/12/2019 | 8,101 | 8,101 | 0 | 0 |
| 30/06/2020 | 1,804 | 1,804 | 0 | 0 | |
| - of which other assets | 31/12/2019 | 1,404 | 1,404 | 0 | 0 |
| 30/06/2020 | 15,860 | 14,098 | 1,762 | 0 | |
| 3. Other assets | 31/12/2019 | 20,585 | 19,363 | 1,222 | 0 |
| 30/06/2020 | 36,454 | 34,692 | 1,762 | 0 | |
| Receivables and other assets | 31/12/2019 | 37,080 | 35,858 | 1,222 | 0 |
3.6 OTHER ASSETS
Other assets are composed as follows:
| 30/06/2020 | 31/12/2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Collateral provided | 6,790 | 6,185 |
| Income tax receivables | 5,252 | 7,537 |
| Loan receivables from project companies | 2,826 | 4,947 |
| Sales tax receivables | 204 | 568 |
| Receivables from insurance cases | 200 | 300 |
| Miscellaneous assets | 588 | 1,048 |
| Other assets | 15,860 | 20,585 |
Note: Rounding differences may occur.
Tax rebates received as well as repayments of loan receivables from project companies were the main reasons for the decline in other assets compared with the previous year.
3.7 CASH IN HAND AND BANK BALANCES
Bank balances and cash in hand are made up as follows:
| 30/06/2020 | 31/12/2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Bank balances | 15,392 | 20,618 |
| Cash in hand | 16 | 22 |
| Cash in hand and bank balances | 15,408 | 20,640 |
Note: Rounding differences may occur.
A detailed analysis of the development of cash and cash equivalents is shown in the consolidated cash flow statement.
3.8 EQUITY
The details of the changes in equity are shown in the consolidated statement of changes in equity.
Authorised Capital 2018
The Management Board was authorised by the Annual General Meeting on 12 April 2018 to increase the share capital of the company, with the approval of the Supervisory Board, on one or several occasions until 11 April 2023 by up to a total of EUR 16,735,353.00 by the issuance of up to 16,735,353 new no-par-value shares against cash or non-cash contributions (Authorised Capital 2018).
In a capital increase, the shareholders are fundamentally to be granted a pre-emptive right; the statutory pre-emptive right may also be granted in such a form that the new shares are taken on wholly or in part by a bank or consortium of banks designated by the Management Board with the obligation to offer them to the shareholders of the company for subscription (indirect pre-emptive right pursuant to Section 186 (5) sentence 1 AktG). The Management Board is also authorised, with the approval of the Supervisory Board, to disapply pre-emptive rights
- (1) For capital increases against non-cash contributions, particularly in connection with the acquisition of companies, business units, equity investments or economic assets;
- (2) To the extent necessary to grant pre-emptive rights to the bearers of bonds with conversion or option rights or with conversion obligations for shares of the company that were previously issued by the company or by its subordinate group companies, to the same extent as would be granted to them as shareholders after exercising their conversion rights or options, or after satisfying conversion requirements;
- (3) For fractional amounts;
- (4) If the shares are issued at an issue amount not significantly less than the market price and the capital increase does not exceed 10 % of the total share capital, either at the time this authorisation takes effect or is exercised. The number of treasury shares sold shall be added to this limit, provided the sale takes place during the term of this authorisation excluding the pre-emptive right pursuant to Section 186 (3) sentence 4 AktG. Those shares that have been or will be issued to service bonds with conversion or option rights or with a conversion obligation shall also be added to this limit, provided the bonds were issued during the term of this authorisation excluding the pre-emptive right applicable mutatis mutandis in accordance with Section 186 (3) sentence 4 AktG;
- (5) To implement a scrip dividend where the shareholders are offered the option of contributing their dividend entitlement (in whole or part) to the company as a contribution in kind in exchange for the granting of new shares from the Authorised Capital 2018.
Additional paid-in capital
An increased shareholding in one controlled enterprise was treated as a capital process, as a result of which additional paid-in capital declined from EUR 54.2 million to EUR 54.1 million.
Other retained earnings
The other retained earnings remain unchanged from the previous year at EUR 10.8 million as at 30 June 2020.
Subscription rights pursuant to Section 160 (1) No. AktG:
• "Stock Option Plan 2016"
In the first half of the 2016 financial year the Management Board and the Supervisory Board resolved to establish a stock option plan for those employees of MPC Capital AG and its affiliated companies who participate in profit-sharing ("Stock Option Plan 2016"). The primary objectives of the Stock Option Plan 2016 are to increase the commitment of employees (in particular senior executives) to the company, to motivate them and to enable them to participate directly in the company's success. An additional aim of the plan is to enhance the attractiveness of MPC Capital AG to qualified employees.
The plan was approved by the shareholders at the 2015 Annual General Meeting.
The principal provisions and conditions relating to the share option plan are described in the following:
a) Eligible Participants
Under the Stock Option Plan 2016, subscription rights may be issued to employees of MPC Capital AG and employees of its affiliated companies ("Eligible Participants").
b) Grant period
The subscription rights could be granted to the Eligible Participants from 15 February 2016. Further subscription rights may be granted up to the conclusion of 15 February 2021.
c) Vesting Period, Exercise Period
The subscription rights granted under the Stock Option Plan 2016 may be exercised for the first time on the fourth anniversary of their grant to the respective Eligible Participant ("Vesting Period"). After the end of the Vesting Period, the subscription rights may be exercised up to the fifth anniversary of the grant ("Exercise Period"). During the Exercise Period, the subscription rights may only be exercised at certain times ("Exercise Windows"). An Exercise Window begins in each case on the eleventh banking day in Hamburg ("Banking Day") following the publication of a quarterly, first-half or annual financial report of the company and ends at the conclusion of the tenth banking day after that date. If company does not publish quarterly or first-half financial reports, the number of Exercise Windows within the Exercise Period is reduced accordingly. The company may refuse to accept exercise notices from the Eligible Participants in the event that, during an Exercise Window, an ad hoc announcement is imminent as a result of national or European legal requirements corresponding to Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") as drafted at that time or stock exchange regulations reflecting those requirements (e.g. in the terms and conditions regulating the Open Market on the Frankfurt Stock Exchange). In such cases, the exercise notice is deemed to have been accepted one day following publication of the ad hoc announcement. The Exercise Period is extended by one day if it expires on the day on which acceptance is refused by the company as a result of an ad hoc announcement.
d) Exercise price
The exercise price of a subscription right is equal to the average closing price for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the three months prior to the date on which the stock option agreement is entered into. The minimum exercise price is EUR 1.00.
e) Performance targets
The subscription rights may only be exercised if the quoted price corresponding to the exercise price has at least doubled when compared to the average closing rate for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during three months prior to the date on which the subscription right is exercised.
A total of 44,694 subscription rights were granted.
As no equity settled options arise through exercise of the options, the option plan is regarded as a transaction between lenders and is therefore only reflected in the financial statements to the extent that options are in fact exercised.
• "Stock Option Plan 2017"
In the first half of the 2017 financial year the Management Board and the Supervisory Board resolved to establish a stock option plan for those employees of MPC Capital AG and its affiliated companies who participate in profit-sharing ("Stock Option Plan 2017"). The objectives of the Stock Option Plan 2017 remain to increase the commitment of employees (in particular senior executives) to the company, to motivate them and to enable them to participate directly in the company's success. A further aim of the plan is to enhance the attractiveness of MPC Capital AG to qualified employees.
The plan was approved by the shareholders at the Annual General Meeting in 2015.
The principal provisions and conditions relating to the share option plan are described in the following:
a) Eligible Participants
Under the Stock Option Plan 2017, subscription rights may be issued to employees of MPC Capital AG and employees of its affiliated companies ("Eligible Participants").
b) Grant period
The subscription rights could be granted to the Eligible Participants from 02 January 2017. Further subscription rights may be granted up to the conclusion of 15 February 2022.
c) Vesting Period, Exercise Period
The subscription rights granted under the Stock Option Plan 2017 may be exercised for the first time on the fourth anniversary of their grant to the respective Eligible Participant ("Vesting Period"). After the end of the Vesting Period, the subscription rights may be exercised up to the fifth anniversary of the grant ("Exercise Period"). During the Exercise Period, the subscription rights may only be exercised at certain times ("Exercise Windows"). An Exercise Window begins in each case on the eleventh banking day in Hamburg ("Banking Day") following the publication of a quarterly, first-half or annual financial report of the company and ends at the conclusion of the tenth banking day after that date. If company does not publish quarterly or first-half financial reports, the number of Exercise Windows within the Exercise Period is reduced accordingly. The company may refuse to accept exercise notices from the Eligible Participants in the event that, during an Exercise Window, an ad hoc announcement is imminent as a result of national or European legal requirements corresponding to Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") as drafted at that time or stock exchange regulations reflecting those requirements (e.g. in the terms and conditions regulating the Open Market on the Frankfurt Stock Exchange). In such cases, the exercise notice is deemed to have been accepted one day following publication of the ad hoc announcement. The Exercise Period is extended by one day if it expires on the day on which acceptance is refused by the company as a result of an ad hoc announcement.
d) Exercise price
The exercise price of a subscription right is equal to the average closing price for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the three months prior to the date on which the stock option agreement is entered into. The minimum exercise price is EUR 1.00.
e) Performance targets
The subscription rights may only be exercised if the quoted price corresponding to the exercise price has at least doubled when compared to the average closing rate for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during three months prior to the date on which the subscription right is exercised.
A total of 16,267 subscription rights were granted.
As no equity settled options arise through exercise of the options, the option plan is regarded as a transaction between lenders and is therefore only reflected in the financial statements to the extent that options are in fact exercised.
3.9 PROVISIONS
The provisions are made up as follows:
| 30/06/2020 | 31/12/2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| 1. Provisions for taxes for current taxes |
4,790 | 4,625 |
| 2. Other provisions | 11,123 | 14,568 |
| - Provisions for legal and consultancy expenses | 6,359 | 6,718 |
| - Provisions for expected losses | 2,351 | 2,610 |
| - Provisions for personnel expenses | 1,468 | 3,627 |
| - Provisions for audit of annual financial statements | 285 | 355 |
| - Provisions for commissions | 48 | 50 |
| - Provisions for outstanding invoices | 32 | 60 |
| - Miscellaneous provisions | 579 | 1,148 |
| Provisions | 15,913 | 19,193 |
3.10 LIABILITIES
The liabilities schedule below shows the maturity structure of liabilities:
| Total | up to 1 year |
over 1 year |
of which over 5 years |
||
|---|---|---|---|---|---|
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | ||
| 1. Liabilities to banks | 30/06/2020 | 1,479 | 47 | 1,432 | 0 |
| 31/12/2019 | 1,954 | 313 | 1,641 | 0 | |
| 2. Trade payables | 30/06/2020 | 670 | 670 | 0 | 0 |
| 31/12/2019 | 874 | 874 | 0 | 0 | |
| 3. Liabilities to other long-term investees and investors |
30/06/2020 | 1,167 | 1,167 | 0 | 0 |
| 31/12/2019 | 1,618 | 1,618 | 0 | 0 | |
| - of which from other liabilities | 30/06/2020 | 1,167 | 1,167 | 0 | 0 |
| 31/12/2019 | 1,618 | 1,618 | 0 | 0 | |
| 4. Other liabilities | 30/06/2020 | 10,537 | 9,317 | 1,220 | 0 |
| 31/12/2019 | 16,924 | 14,254 | 2,670 | 0 | |
| - of which taxes | 30/06/2020 | 654 | 654 | 0 | 0 |
| 31/12/2019 | 1,448 | 1,448 | 0 | 0 | |
| - of which social security | 30/06/2020 | 25 | 25 | 0 | 0 |
| 31/12/2019 | 125 | 125 | 0 | 0 | |
| 30/06/2020 | 13,853 | 11,201 | 2,652 | 0 | |
| Liabilities | 31/12/2019 | 21,370 | 17,059 | 4,311 | 0 |
Note: Rounding differences may occur.
3.11 LIABILITIES TO BANKS
The liabilities to banks comprise project financing loans in the amount of EUR 1.5 million for non-recourse bank borrowings for the current financial year. Merely the repayment of the existing loans for the project financing of opportunistic US equity investments in the amount of EUR 0.1 million is tied to the future returns from these investments.
Collateral provided
The claims for payment of the loans for the project financing of opportunistic US equity investments have been pledged to the financing banks as collateral. The collateral will be held until the full repayment of these loans.
Maturities
3.12 TRADE PAYABLES
Trade payables essentially include liabilities from legal and consultancy costs as well as from ongoing shipping operations. These payables were somewhat lower than in the previous year for reporting date reasons.
3.13 LIABILITIES TO OTHER LONG-TERM INVESTEES AND INVESTORS
Liabilities to other long-term investees or investors result in particular from unpaid contributions to fund companies and from distributions received.
3.14 OTHER LIABILITIES
Other liabilities are composed as follows:
| 30/06/2020 | 31/12/2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Liabilities from purchase price payments outstanding | 5,435 | 6,021 |
| Liabilities to co-shareholders | 1,951 | 718 |
| Liabilities from project financing loans | 1,370 | 7,176 |
| Wage tax liabilities | 508 | 717 |
| VAT liabilities | 136 | 732 |
| Liabilities to the MPC Group | 102 | 141 |
| Social security liabilities | 25 | 125 |
| Liabilities to debtors with credit balances | 23 | 138 |
| Miscellaneous | 988 | 1,157 |
| Other liabilities | 10,537 | 16,924 |
Note: Rounding differences may occur.
The fall in other liabilities is attributable especially to repayments of project financing loans.
Collateral provided
The loans for project financing are collateralised by the refinanced shares in the project companies. This collateral will be held until the full repayment of these loan liabilities.
3.15 DERIVATIVE FINANCIAL INSTRUMENTS
To hedge against future currency risks which arise particularly on future incoming payments under firm customer contracts in the context of normal business operations, derivative financial instruments were used to compensate for risks from exchange rate fluctuations.
For example Ahrenkiel Steamship GmbH & Co. KG and its subsidiaries realise a large portion of their revenue in US dollars, while expenditure is incurred largely in euros, so a movement in the exchange rate can have a major impact on the result. To hedge these currency risks, the following currency hedges have been taken out on the contractually agreed USD revenues for the 2020 financial year:
- • Currency forwards on a monthly basis were concluded for the fees from July 2020 to December 2020 with a volume averaging USD 0.2 million. The method of determining market value was based on a mark-to-market valuation, taking account of the valid forward exchange rates. Their market value at the balance sheet date is EUR 0.1 million.
- • Currency options on a monthly basis were concluded for a large portion of the monthly fees from July 2020 to December 2020 with an average volume of USD 0.4 million. The valuation for determining market value followed the Black & Scholes model. Their market value at the balance sheet date is EUR 0.02 million.
The option premiums paid are reported in the amount of EUR 0.2 million under other assets.
Subject to the conditions being met, the derivative financial instrument is combined with the hedged underlying transaction to form one valuation unit in accordance with Section 254 HGB. By applying the net hedge presentation method, the opposite value changes of the underlying transaction and hedge are not disclosed in the consolidated financial statements.
As at the balance sheet date, future incoming payments under firm customer contracts amounting to USD 4.0 million in total were hedged through valuation units. This took the form of currency forwards in the amount of USD 3.2 million, and of currency options in the amount of USD 0.8 million.
Hedges falling due are – insofar as necessary – extended by means of new hedges. The effectiveness of the valuation unit is assessed prospectively by means of the critical term match method. The expected effectiveness of the hedging relationship is 100 % because the material valuation-relevant features of the underlying transactions and hedges match.
Provisions for expected losses were not created due to application of the net hedge presentation method.
3.16 CONTINGENT LIABILITIES AND OTHER FINANCIAL OBLIGATIONS
There are contingent liabilities as defined in Section 251 HGB. These consist of default guarantees, fixed liability guarantees and liability risks for the provision of collateral for third-party liabilities.
There are warranties and guarantees totalling EUR 4.0 million (31 December 2019: EUR 6.0 million) essentially relating to directly enforceable warranties and guarantees. Their utilisation depends on a number of factors.
There are currently no indications that the MPC Capital Group will utilise the existing contingent liabilities. Utilisation of one or more contingent liabilities would have a considerable impact on the financial position of the MPC Capital Group. Other financial obligations relate to rent and lease obligations in the amount of EUR 6.0 million (31 December 2019: EUR 6.9 million).
Contributions by limited partners held in trust amount to EUR 1.3 billion (31 December 2019: EUR 1.5 billion). They essentially relate to the amounts entered on the Commercial Register for TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds GmbH & Co. KG, Hamburg ("TVP"). If and to the extent that payments that are not covered by profits are made by funds on these contributions by limited partners held in trust, the risk of being sued is within the limits of Section 172 (4) HGB. TVP has scope for recourse against the respective trustors for the greater part of these contingent liabilities.
In addition MPC Investment Services GmbH, Hamburg, manages bank deposits in trust in the amount of EUR 31.9 million (31 December 2019: EUR 34.7 million).
4. NOTES ON THE CONSOLIDATED INCOME STATEMENT
4.1 REVENUE
Revenue essentially results from the provision of services.
The table below shows a breakdown by revenue type and region:
| H1 2020 | H1 2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| By revenue types | ||
| Management services | 20,012 | 17,778 |
| Transaction services | 2,374 | 1,802 |
| Miscellaneous | 2,372 | 396 |
| Revenue | 24,758 | 19,977 |
| By region | ||
| Germany | 21,506 | 19,601 |
| Netherlands | 8,019 | 6,428 |
| Panama | 236 | 0 |
| Spain | 238 | 155 |
| Singapore | 100 | 0 |
| Consolidation | -5,341 | -6,207 |
| Revenue | 24,758 | 19,977 |
Note: Rounding differences may occur.
For the first time in the first half of the financial year, other revenue also shows revenue from payments in the Shipping unit in the amount of EUR 2.0 million arising mainly from the consolidation of Albis Shipping & Transport GmbH & Co. KG, to which corresponding ship operating costs are reported under cost of materials for purchased services.
4.2 OTHER OPERATING INCOME
Other operating income is made up as follows:
| H1 2020 | H1 2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Accounting profits from asset sales | 3,261 | 2,156 |
| Income from changes in exchange rates | 300 | 498 |
| Realised income from changes in exchange rates | 266 | 347 |
| Unrealised income from changes in exchange rates | 34 | 151 |
| Income from the reversal of provisions | 191 | 661 |
| Income from the reversal of write-downs on receivables | 189 | 199 |
| Miscellaneous | 501 | 415 |
| Other operating income | 4,442 | 3,929 |
Note: Rounding differences may occur.
The other operating income in particular results from income from asset disposals arising through the sale of parts of the BMG portfolio.
In addition, within other operating income, EUR 0.4 million constitutes prior-period income mainly in the form of income from the reversal of provisions as well as income from the reversal of write-downs on receivables.
4.3 COST OF MATERIALS – COST OF PURCHASED SERVICES
Costs of purchased services in connection with the management and maintenance of real estate and ships are a major component of this item.
The substantial rise comes particularly from the recognition of additional ship operating costs in the amount of EUR 2.0 million arising mainly from the first-time consolidation of Albis Shipping & Transport GmbH & Co. KG in the first half of the financial year, to which there is corresponding other revenue.
4.4 PERSONNEL EXPENSES
Personnel expenses are composed as follows:
| H1 2020 | H1 2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Wages and salaries | -11,237 | -12,750 |
| Social security, post-employment and other employee benefit costs | -1,678 | -1,769 |
| Personnel expenses | -12,915 | -14,519 |
Note: Rounding differences may occur.
There were 278 (30 June 2019: 292) employees as at 30 June 2020. 17 employees are attributed to MPC Capital from the equity investment in the joint venture Harper Petersen Holding GmbH & Co. KG.
4.5 OTHER OPERATING EXPENSES
Other operating expenses are composed as follows:
| H1 2020 | H1 2019 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Legal and consultancy costs | -2,585 | -3,330 |
| Personnel recruitment and other personnel costs | -1,721 | -781 |
| IT costs | -1,504 | -1,568 |
| Cost of premises | -1,168 | -1,088 |
| Insurance and subscriptions | -612 | -576 |
| Services | -536 | -537 |
| Expenses from currency translation differences | -486 | -602 |
| Prior-period expenses | -403 | -161 |
| Vehicle costs | -294 | -256 |
| Travel and hospitality expenses | -235 | -502 |
| Write-downs on receivables | -228 | -1,063 |
| Communications costs | -173 | -209 |
| Advertising and events | -105 | -107 |
| Accounting losses from asset disposals | -7 | -148 |
| Miscellaneous expenses | -1,054 | -903 |
| Other operating expenses | -11,112 | -11,831 |
4.6 INCOME FROM EQUITY INVESTMENTS
Income from equity investments in the amount of EUR 1.7 million (H1 2019: EUR 5.4 million) mainly took the form of returns on equity investments in limited partnerships that MPC Capital had acquired at the end of 2018 in an opportunistic portfolio deal, as well as returns from project companies.
4.7 OTHER INTEREST AND SIMILAR INCOME
Other interest and similar income amounting to a total of EUR 1.2 million (H1 2019: EUR 1.3 million) stems mainly from the loans for project financing.
4.8 INTEREST AND SIMILAR EXPENSES
Interest and similar expenses arise particularly in the form of interest expenses for project financing.
4.9 RESULT OF ASSOCIATES CARRIED AT EQUITY
In the course of the economic impact of the COVID 19 pandemic on the valuation of assets in the shipping division, the carrying amount of the investment in MPC Container Ships ASA, which is held indirectly via the associated investment in Bluewater Investment GmbH & Co. KG, was also adjusted. These adjustments mainly led to a negative equity result of EUR 2.5 million.
4.10 REPORT ON POST-BALANCE SHEET DATE EVENTS
After the reporting date of 30 June 2020, MPC Capital and the Singapore-based independent ship manager Wilhelmsen Ship Management AS agreed close cooperation on the technical management of container ships. This agreement involves Wilhelmsen Ship Management AS acquiring a 50 % share of Ahrenkiel Steamship GmbH & Co KG. The disposal of the shares and the continuation of business operations under a 50:50 joint venture will result in the proportionate consolidation of the company once the transaction has been completed.
As of the preparation of the interim consolidated financial statements there were no effects from the current development of the COVID-19 crisis since the balance sheet date.
Hamburg, 24 August 2020
Ulf Holländer Constantin Baack Dr. Philipp Lauenstein Dr. Karsten Markwardt Dr. Ignace Van Meenen
6. Review Report
To MPC Münchmeyer Petersen Capital AG
We have reviewed the condensed consolidated financial statements – comprising the balance sheet, income statement, statement of changes in equity, cash flow statement and condensed notes to the consolidated financial statements – as well as the interim management report of MPC Münchmeyer Petersen Capital AG, Hamburg, for the period from 1 January 2020 to 30 June 2020. The preparation of the condensed consolidated financial statements in accordance with German commercial law and of the interim management report in accordance with the "General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse" is the responsibility of the legal representatives of the company. Our responsibility is to issue a report on the condensed consolidated financial statements and the interim management report on the basis of our review.
We conducted the review of these condensed consolidated financial statements and this interim management report in accordance with the German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW – Institute of Public Auditors in Germany). Those standards require that we plan and perform the review such that, after critical appraisal, we can with a degree of certainty rule out that the condensed consolidated financial statements were not prepared in accordance with the German Commercial Code in material respects, or that the interim management report has not been prepared in accordance with the "General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse" in material respects. A review is in the first instance limited to interviewing employees of the company and making analytical assessments, and therefore does not offer the level of assurance achieved by an audit. As it was not within the scope of our mandate to conduct an audit, we cannot issue an audit opinion.
On the basis of our review, no matters have come to our attention that lead us to assume that the condensed consolidated financial statements were not prepared in accordance with the German Commercial Code in material respects or that the interim management report has not been prepared in accordance with the "General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse" in material respects.
Hamburg, 25 August 2020
BDO AG Wirtschaftsprüfungsgesellschaft
gez. Härle gez. Kaletta Wirtschaftsprüfer Wirtschaftsprüfer
www.mpc-capital.com