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MPC Münchmeyer Petersen Capital AG

Quarterly Report Sep 4, 2019

5424_10-q_2019-09-04_84b7074e-ca90-40ba-b297-f720493e1d04.pdf

Quarterly Report

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MPC CAPITAL AG 2019

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 20 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 2019 H1 2018
Revenue (EUR '000) 19,977 19,690
EBT (EUR '000) 1,814 3,807
Consolidated net profit (EUR '000) 1,198 2,807
Assets under management / balance sheet 30 June 2019 31 December 2018
Assets under management (EUR billion) 4.2 4.3
Total assets (EUR '000) 141,032 151,213
Financial assets (EUR '000) 82,728 81,312
Equity (EUR '000) 112,858 112,467
Equity ratio 80.0% 74.4%
Employees H1 2019 H1 2018
Employees (average over period) 295 272
Personnel expenses (EUR '000) 14,519 13,434

MPC Capital Group in figures

alle Angaben in TEUR, falls nicht anders angegeben

Contents

  • Profile of MPC Capital & MPC Capital Group in figures
  • Foreword by the Management Board
  • 6 MPC Capital shares
  • Interim Group Management Report of MPC Capital AG
  • Responsibility Statement
  • Consolidated Balance Sheet
  • Consolidated Income Statement
  • Consolidated Statement Of Changes In Equity
  • Consolidated Cash Flow Statement
  • Condensed Notes to the Consolidated Financial Statements
  • 45 Review Report

Foreword by the Management Board

Dear Shareholders,

We made an intensive effort in the first half of 2019 to keep the company thoroughly focused on business with institutional investors. Even if the performance in the various asset areas was mixed, on balance we again succeeded in compensating for the expected decline in income from the former retail business area.

Our Shipping unit is playing a significant role in that regard: almost half of all management revenues stem from that segment. And despite a challenging market environment, the segment's activities involving the chartering and management of container ships, bulk carriers and tankers is making a solid contribution to profit.

In the transactions area, one real estate project clearly stood out in the first half: in the Netherlands we again succeeded in achieving exceptionally attractive returns for our customers in revitalising office buildings while paying rigorous attention to sustainability aspects. With the sale of the bulk of the office properties in our TRANSIT portfolio, we have now not merely generated a significant profit contribution for the first-half accounts as presented here, but also managed to secure a long-term mandate for the asset and investment management of the investment vehicle "InTheCity". Here again, we have participated applying our co-investment strategy, thus further broadening the basis of our portfolio.

For the renewable energies area, too, we can report a number of important achievements: the financing agreements for the "Tilawind" wind power project in Costa Rica were signed and the "Paradise Park" solar project in Jamaica has started producing energy after a development period of twelve months. Both projects are strategically significant assets in our investment platform for renewable energy in the Caribbean region.

In the second half of the year we expect our business to maintain its steady progress. In addition, we will make an even more concerted effort to play to our strengths in selected asset sectors and capitalise on growth opportunities. We will further sharpen our focus on professional investors under the guidance of Ignace Van Meenen, who joined our Management Board as new Chief Sales Officer at the start of June.

We are of course as dissatisfied with the share price development as you, dear Shareholders. Over the past years we have accomplished the shift from a provider of retail products to an international asset and investment manager for institutional investors, developed a promising co-investment portfolio and built up solid service business. In light of that, at our current market capitalisation of around EUR 65 million we consider ourselves to be far from appropriately valued.

Kind regards, The Management Board of MPC Capital AG

Vorsitzender

Ulf Holländer Constantin Baack Dr. Karsten Markwardt

Dr. Philipp Lauenstein Dr. Ignace Van Meenen

MPC Capital shares in the first half of 2019

Markets surprisingly strong despite slowing economic momentum

The first half of the year on international stock markets progressed better than many market observers had expected at the start of the year. Germany's leading index DAX gained around 19 percent in the first six months. Its US counterpart, the Dow Jones, fared almost as well and advanced by over 15 percent. The prospect that central banks would adhere to their easing monetary policy clearly outweighed a palpable slowdown in economic momentum as well as a marked downturn in the business climate. In addition, the smouldering trade conflict between the USA on the one hand and Europe and China on the other could slow down the econoomic development.

MPC Capital trending sideways in first half

MPC Capital shares opened the 2019 stock market year trading at EUR 2.75, which was also the first-half high. The shares dipped to the first-half low of EUR 1.69 on 31 January. The trading price subsequently trended sideways. The shares closed at EUR 1.96 on 28 June 2019. The average trading volume of MPC Capital shares on Xetra was around 23,900 units per day. Market capitalisation on 28 June 2019 was EUR 65 million.

2019 FIRST-HALF PERFORMANCE, INDEXED

SHAREHOLDER STRUCTURE AS AT 30 JUNE 2019

Number of shares: 33,470,706

Shareholders of companies whose shares are listed in the Scale Standard (Open Market) of the Frankfurt Stock Exchange are not subject to the obligation to submit voting rights notifications in accordance with the German Securities Trading Act (WpHG). The shareholder structure is therefore presented to the best of the company's knowledge.

Resolutions of the Annual General Meeting

The Annual General Meeting of MPC Capital AG was held on 11 April 2019 in Hamburg. All motions 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).

Managers' transactions

The following notifiable securities transactions were conducted in the first half of 2019:

DATE NAME TRANSACTION VOLUME
06/02/2019 Ulf Holländer Purchase of 20,000 shares EUR 36,000.00
28/02/2019 Dr. Karsten Markwardt Purchase of 5,000 shares EUR 9,975.00

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, Kepler Cheuvreux, Warburg Research
First day of trading 28 September 2000
Reuters code MPCG.DE
Bloomberg MPCK:GR
Ticker symbol MPCK

FINANCIAL CALENDAR 2019

15 February 2019 Publication of Annual Report 2018
11 April 2019 Annual General Meeting of MPC Capital AG
16 May 2019 Q1 2019 key figures
29 August 2019 Publication of Interim Financial Report 2019
14 November 2019 Q3 2019 key figures
25 November 2019 Analyst conference at the Equity Forum 2019, Frankfurt am Main

Investor Relations – your contact

MPC Capital AG, Investor Relations Stefan Zenker Palmaille 67, 22767 Hamburg Tel.: +49 (0) 40 380 22 4347 Fax: +49 (0) 40 380 22 4878 E-Mail: [email protected]

Interim Group Management Report as at 30 June 2019

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" segment of Deutsche Börse in Frankfurt am Main 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 finally 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 enjoys excellent market access in these niches, enabling it to identify market opportunities and bring investment projects and investors together.

MPC Capital also offers a comprehensive range of services for the management of investments.

MPC Capital generates a stream of management fees from investment projects, as well as one-off transaction fees from the sourcing and sale of assets. MPC Capital is also routinely involved in investment projects as coinvestor, through which channel it generates other operating income or income from equity investments.

2. MPC Capital in the first half of 2019

Developments in the business units

Real Estate

In the Real Estate area, MPC Capital laid the foundations for a health care real estate strategy in acquiring a portfolio of three health centres in the Netherlands. This new initiative, which is being implemented by the Dutch subsidiary Cairn Real Estate ("Cairn"), has already secured EUR 30 million in equity. Cairn will use this capital to expand the portfolio further. The goal is initially to achieve an investment volume of around EUR 70 million this year, then to expand the investment strategy further.

The initial investment and development portfolio comprises three health centres in the Netherlands. The company has also initiated the development of a primary care medical centre in Alphen ad Rijn and the construction of a new private nursing home in Bodegraven.

In June 2019, Cairn sold a large portion of its TRANSIT portfolio, acquired in 2016, to a new investment vehicle for commercial real estate called "InTheCity". The office properties, all located at major railway hubs in the Netherlands, have been comprehensively redeveloped in recent years and now offer state-of-the-art systems, facilities and sustainability. In total, MPC Capital has realised around EUR 2.9 million from transaction income, promote and return on equity. After the end of the extraordinarily successful redevelopment phase, the assets therefore remain under Cairn's management even after the transaction.

In MPC Capital's micro-living area, activities in the first half of 2019 focused on stabilising the existing portfolio. By the year's mid-point, five Staytoo properties in Berlin, Bonn, Kaiserslautern, Leipzig and Nuremberg were in operation. Three further properties are in development.

Shipping

In the Shipping area, the MPC Capital Group has expanded its range of services for the technical management of tankers. In addition, the entry of a further partner has expanded the operating platform for the technical management of bulk carriers under the leadership of MPC Capital. Furthermore, MPC Capital was able to conduct asset transactions in all three segments (tanker, bulk, containers) in the first half of 2019.

MPC Capital is also working hard to bring the ship fleet managed by Ahrenkiel and Contchart in line with the provisions of IMO 2020. The directive on reducing sulphur emissions by global shipping takes effect at the start of 2020. In 2019, part of the fleet of MPC Container Ships ASA will therefore be fitted with exhaust gas cleaning systems. Ahrenkiel Steamship is taking charge of the technical conversions, while MPC Maritime is arranging the financing.

Although the market environment remains challenging, the Shipping area succeeded in generating a clearly positive profit contribution for the MPC Capital Group.

Infrastructure

The Renewables team at MPC Capital is working intensively on the further expansion of the investment platform for projects in the renewable energy area in the Caribbean. The approx. USD 50 million financial close for the second asset of the MPC Caribbean Clean Energy Fund ("CCEF"), the "Tilawind" wind power project in Costa Rica, was reached at the end of April 2019. At the end of June 2019 the "Paradise Park" solar project in Jamaica, the seed asset for the CCEF, started producing energy after a development period of twelve months. MPC Capital has also sealed a partnership for the development of a solar PV system in Barbados. Development work on the project has already started, with the goal of construction commencing in 2020. Further solar PV projects with distributed generation are to follow.

Activities in the industrial opportunities area in the first half of 2019 focused as before on one high-volume infrastructure project in North America.

Development of assets under management

The assets under management (AUM) of the MPC Capital Group as at 30 June 2019 totalled EUR 4.2 billion, almost unchanged from the level as at 31 December 2018 (EUR 4.3 billion). New business resulted in asset additions of EUR 0.2 billion, with a similar volume of asset disposals. The accumulated valuation and currency effects cancelled each other out in the first half and had no material impact on the development.

AUM in the Real Estate segment remained virtually unchanged at EUR 2.1 billion. An increase of EUR 0.1 billion mainly from acquisitions by the subsidiary Cairn was neutralized by a similar level of disposals.

In the Shipping segment, AUM declined by EUR 0.1 billion to EUR 1.4 billion. The increase from the purchase of ships under one-off contracts managed by Ahrenkiel Steamship and/or Contchart compared with slightly higher disposals which were made up mainly of disposals from legacy business.

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, remained unchanged at EUR 0.4 billion.

As at 30 June 2019, institutional business accounted for 61 % of AUM (31 December 2018: 60 %). Retail business accounted for the remaining 39 % (31 December 2018: 40 %).

Other events

Changes on the Management Board of MPC Capital AG The Supervisory Board removed Dr Roman Rocke from office on the Management Board with effect from 1 February 2019. The Real Estate and Infrastructure business units of which Dr Rocke was in charge were taken on by Ulf Holländer (CEO) and Dr Karsten Markwardt.

The Supervisory Board appointed Dr Ignace Van Meenen to the Management Board of the company as new Chief Sales Officer (CSO) with effect from 1 June. The 51-yearold lawyer with a doctorate in law began his investment career at Deutsche Bank in the United States and Germany. This was followed by management positions as Finance Director of the energy, real estate and chemicals group RAG (Evonik Industries) and as CFO of RTL Group and DIC Immobiliengruppe. Most recently, Van Meenen was CEO of the Rickmers Group in Hamburg.

3. Results of operations, net assets and financial position

Results of operations

Revenue for the MPC Capital Group edged up to EUR 20.0 million in the first half of 2019 (H1 2018: EUR 19.7 million). This meant the continuing decline in income from the former retail business area was again balanced out by rising income from business with institutional investors. Management fees amounted to EUR 17.8 million, nearly 6 % up on the previous year (EUR 16.8 million). Around 49 % of management fees were earned in the Shipping business unit, which generates a steady flow of recurring income with 91 ships under technical management and 115 under commercial management. Transaction fees of EUR 1.8 million for the first half of 2019 were below the prior-year figure of EUR 2.7 million due to reduced transaction activity. They included the TRANSIT transactions as well as a number of individual transactions in the Shipping business unit.

Other operating income for the first half of 2019 came to EUR 3.9 million (H1 2018: EUR 9.4 million). As well as income from changes in exchange rates and the reversal of provisions, this mainly comprised accounting profits from asset sales for the disposal of equity investments in limited partners and associated business interests from a portfolio that MPC Capital had acquired at the end of last year ("BMG portfolio"). The previous year was dominated by income from write-ups on financial assets in the amount of EUR 4.0 million.

Personnel expenses in the first half of 2018 of EUR 14.5 million were around 8 % up on the prior-year period (H1 2018: EUR 13.4 million). The increase is a reflection of the recruitment of additional personnel mainly in the Shipping unit. On average, there were 295 employees engaged throughout the Group in the first half of 2019 (H1 2018: 272), an increase of around 9 %.

Other operating expenses amounted to EUR 11.8 million in the first half of 2019, around 7 % up on the prior-year level of EUR 11.0 million. The biggest single item within other operating expenses is legal and consultancy costs of EUR 3.3 million (H1 2018: EUR 3.7 million).

Investment income of EUR 5.4 million was well up on the prior-year period (H1 2018: EUR 1.4 million). It resulted mainly from a significant promote from the TRANSIT transaction and also to a substantial degree from the disposal of equity investments in limited partners from the BMG portfolio.

Earnings before tax (EBT) for the first half of 2019 came to EUR 1.8 million (H1 2018: EUR 3.8 million). Overall, MPC Capital AG posted a consolidated profit after tax of EUR 1.2 million for the first half of 2019 (H1 2018: EUR 2.8 million). The fall above all reflects the approx. EUR 5.5 million lower other operating income in the first half of 2019, though this movement was offset by an increased result from equity investments.

Financial position and net assets

The total assets of the Group as at 30 June 2019 declined to EUR 141.0 million (31 December 2018: EUR 151.2 million).

Financial assets, which are broadly made up of co-investments by MPC Capital AG, climbed EUR 1.4 million to EUR 82.7 million (31 December 2018: EUR 81.3 million). Additions comprised for example the equity investment in the new investment platform for Dutch office properties "InTheCity" as well as individual ship purchases. On the other side of the equation, disposals included the sale of the TRANSIT portfolio and a portion of the equity investments in limited partners from the BMG portfolio. Total fixed assets climbed to EUR 89.6 million as at 30 June 2019 (31 December 2018: EUR 87.8 million).

Current assets declined to EUR 50.9 million (31 December 2018: EUR 63.4 million). As a result of investing activities, the Group's liquidity (cash in hand and bank balances) as at 30 June 2019 was EUR 14.1 million (31 December 2018: EUR 28.6 million). Receivables and other assets increased to EUR 36.8 million (31 December 2018: EUR 34.8 million).

Equity as at 30 June 2019 was EUR 112.9 million, on a par with 31 December 2018 (EUR 112.5 million). The equity ratio rose from 74.4 % to 80.0 % as a result of the significant reduction in liabilities.

Provisions were reduced by EUR 1.1 million to EUR 15.2 million as at 30 June 2019 (31 December 2018: EUR 20.8 million). Liabilities fell to EUR 12.8 million as at 30 June 2019 (31 December 2018: EUR 22.0 million). The decrease primarily relates to the acquisition of the BMG portfolio, whose purchase price was not due until the beginning of 2019 and was still reported under other liabilities as of 31 December 2018.

Cash flow statement

The cash flow from operating activities came to EUR -4.0 million in the first half of 2019 (H1 2018: EUR 5.1 million). The change is attributable in part to the write-up of financial assets in the previous year in the amount of EUR 4.0 million, and in part to income taxes paid in the amount of EUR -2.6 million (H1 2018: EUR 0.2 million).

The cash flow from investing activities in the period under review came to EUR -10.5 million (H1 2018: EUR -15.0 million). Payments for investments in financial assets amounted to EUR -24.9 million (H1 2018: EUR -22.8 million) and were in respect of co-investments as well as the acquisition of the BMG portfolio, which had a liquidity effect at the start of 2019. Proceeds from the disposal of financial assets came to EUR 14.4 million (H1 2018: EUR 3.9 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 -0.0 million in the first half of 2019 (H1 2018: EUR 20.1 million). The previous year featured a capital increase for cash from authorised capital as well as capital increases at fully consolidated project companies.

Overall, cash and cash equivalents as at 30 June 2019 came to EUR 14.1 million (H1 2018: EUR 28.9 million).

OTHER DISCLOSURES

Employees

In the first half of 2019 the MPC Capital Group had 295 employees on average (H1 2018: 272 employees).

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 2018 financial year. No changes in the assessment of opportunities and risks occurred in the period under review.

4. Prognosebericht

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

Market observers believe the global economic slowdown, driven mainly by the trade dispute between China and the USA, will continue. Furthermore, it remains unclear whether and how the United Kingdom will leave the EU, with the risk of a disorderly Brexit having risen. The US Federal Reserve passed an interest rate cut of 25 basis points at its meeting at the end of July, in a response to the challenging economic environment. The European Central Bank has likewise announced plans for a more expansionary monetary policy if the economic data does not improve and inflation remains low. The technical framework conditions for investments in real assets therefore remain attractive, though the economic slowdown and political uncertainty are weighing on the general investment climate.

Anticipated business performance

The Management Board expects a continuing steady development for the second half. Despite the challenging market environment, the Shipping division in particular should contribute a continuous, slightly growing and well predictable contribution to revenue and earnings. In the real estate area, additional income from transactions is expected, especially in the Netherlands. The team at MPC Renewable Energies GmbH is examining the inclusion of further wind farms and solar projects in the MPC Caribbean Clean Energy Fund.

For 2019 as a whole, MPC Capital reiterates its expectation of a slight rise in consolidated revenue along with at least at break-even consolidated earnings before taxes. A dynamic development in new business, additional transactions and acting on external market influences could impact revenue and earnings positively.

Hamburg, 16 August 2019

Ulf Holländer Constantin Baack

Vorsitzender

Dr. Karsten Markwardt Dr. Philipp Lauenstein

Dr. Ignace Van Meenen

AS AT 30 JUNE 2019

KONZERN-ZWISCHENLAGEBERICHT

17 MPC CAPITAL AG HALBJAHRESFINANZBERICHT 2019

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contents

  • 1. Responsibility Statement
  • 2. Consolidated Balance Sheet
  • 3. Consolidated Income Statement
  • 4. Consolidated Statement Of Changes In Equity
  • 5. Consolidated Cash Flow Statement
  • 6. Condensed Notes to the Consolidated Financial Statements

1. Responsibility Statement

To the best of our knowledge, and in accordance with the applicable accounting standards for interim financial statements, the condensed consolidated financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the Group, and the interim group management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group in the remainder of the financial year.

Hamburg, 16 August 2019

Vorsitzender

Dr. Philipp Lauenstein Dr. Ignace Van Meenen

Ulf Holländer Constantin Baack Dr. Karsten Markwardt

2. Consolidated Balance Sheet

Assetsa 30.06.2019
Tsd. EUR
31.12.2018
Tsd. EUR
A. Fixed assets 89,612 87,769
I. Intangible assets 6,117 5,941
1. Purchased concessions, industrial rights and software 87 43
2. Goodwill 6,030 5,898
II.
Tangible assets
767 516
1. Leasehold improvements 281 2
2. Other fixtures and fittings, operating and office equipment 486 514
III. Financial assets 82,728 81,312
1. Shares in affiliated companies 384 421
2. Equity investments 61,664 59,972
3. Other loans 20,681 20,920
B. Current assets 50,870 63,379
I. Receivables and other assets 36,788 34,801
1. Trade receivables 4,573 5,918
3. Receivables from other long-term investees and investors 16,428 10,166
4. Other assets 15,787 18,717
II. Cash in hand and bank balances 14,082 28,578
C. Prepaid expenses and deferred income 550 65
Total assets 141,032 151,213

Note: Rounding differences may occur .

Equity and liabilities 30.06.2019
Tsd. EUR
31.12.2018
Tsd. EUR
A. Equity 112,858 112,467
I. Subscribed capital 33,471 33,471
II. Additional paid-in capital 54,222 54,993
III. Other retained earnings 10,803 10,803
IV. Net loss -6,063 -5,972
V. Difference in equity from currency translation 109 91
VI. Minority interest 20,316 19,082
B. Provisions 15,170 16,269
1. Provisions for taxes 2,574 2,023
2. Other provisions 12,596 14,246
C. Liabilities 12,840 21,987
1. Liabilities to banks 510 1.265
2. Trade payables 1,620 1,063
4. iabilities to other long-term investees and investors 997 1,658
5. Other liabilities 9,713 18,001
D. Prepaid expenses and deferred income 163 490
Total equity and liabilities 141,032 151,213

Note: Rounding differences may occur

3. Consolidated Income Statement

from 1 January to 30 June 2019

H 1 2019
EUR '000
H 1 2018
EUR '000
1. Revenue 19,977 19,690
2. Other operating income 3,929 9,391
3. Cost of materials: cost of purchased services -658 -1.322
4. Personnel expenses -14,519 -13,434
a) Wages and salaries -12,750 -11,882
b) Social security, post-employment and other employee benefit costs -1,769 -1,552
5. Amortisation of intangible fixed assets and depreciation of tangible assets -1,079 -879
6. Other operating expenses -11,831 -11,035
7. Operating result -4,180 2,412
8. Income from equity investments 5,399 1,386
9. Other interest and similar income 1,254 843
10. Write-downs on financial assets -374 0
11. Interest and similar expensesn -285 -329
12. Result of associates carried at equity 0 -505
13. Earnings before tax 1,814 3,807
14. Taxes on income -587 -998
15. Result after tax 1,228 2,809
16. Other taxes -30 -2
17. Consolidated net profit 1,198 2,807
18. Minority interest -1,289 -146
19. Change in consolidation 0 -19
20. Loss/profit carried forward -5,972 12,825
22. Net accumulated losses (PY: net retained profits) -6,063 15,468

Anmerkung: Es kann zu rundungsbedingten Abweichungen kommen.

4. Consolidated Statement Of Changes In Equity

Capital and reserves attributable to the shareholders of the parent company

Share capital
EUR '000
Additional paid
-in capital
EUR '000
Other retained
earnings
EUR '000
Net loss
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
Capital reduction 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

ANote: Rounding differences may occur

Capital and reserves attributable to the shareholders of the parent company

Share capital
EUR '000
Additional paid
in capital
EUR '000
Other retained
earnings
EUR '000
Net retained
profits
EUR '000
As at 1 January 2018 30,428 40,691 10,803 12,825
Gradual disposal of shares 0 0 0 0
Capital increase 3,044 14,302 0 0
Proceeds from decreasing shares in consolidated com
panies
0 0 0 0
Profit distributions 0 0 0 0
Change in consolidation 0 0 0 -19
Consolidated earnings 0 0 0 2,661
Currency translation differences 0 0 0 0
Total comprehensive income 0 0 0 2,661
As at 30 June 2018 33,471 54,993 10,803 15,468

Anmerkung: Es kann zu rundungsbedingten Abweichungen kommen.

Difference in
equity from
currency trans
lation
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
91 93,386 1,699 16,321 1,062 19,082 112,467
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

Minority interest

Note: Rounding differences may occur

Minority interest

Difference in
equity from
currency trans
lation
EUR '000
Equity
EUR '000
Share capital
EUR '000
Additional
paid-in capital
EUR '000
Net retained
profits
EUR '000
Equity
EUR '000
Consolidated
equityl
EUR '000
37 94,784 1,166 5,069 1,221 7,456 102,240
0 169 3,759 136 4,064 4,064
0 17,346 0 0 0 0 17,346
0 0 0 4,215 0 4,215 4,215
0 0 0 -648 -648 -648
0 -19 0 0 0 0 -19
0 2,661 0 0 146 146 2,807
7 7 0 0 0 0 7
7 2,668 0 0 146 146 2,814
44 114,780 1,335 13,043 855 15,233 130,012

Note: Rounding differences may occur

5. Consolidated Cash Flow Statement

from 1 January to 30 June 2019

1. HJ 2019
Tsd. EUR
1. HJ 2018
Tsd. EUR
Cash flow from operating activities -3,957 -5,108
Consolidated net profit 1,198 2,807
Amortisation of intangible assets and depreciation of tangible assets 1,079 879
Write-downs on financial assets 374 0
Result of associates carried at equity 0 505
Gain/loss on the disposal of intangible and tangible assets 14 0
Gain/loss on the disposal of financial assets -2,022 -2,782
Changes in inventories, trade receivables and other assets not allocable to investing or financing
activities
-1,644 -1,557
Changes in trade payables and other liabilities not allocable to investing or financing activities -1,868 -1,572
Changes in other provisions -1,650 -2,598
Proceeds from dividends 2,516 1,386
Income tax expense 587 998
Income taxes received / paid -2,589 155
Interest expenses and interest income 47 26
Payments for the costs of the capital increase 0 645
Other non-cash expenses/income 1 -4.000
Cash flow from investing activities -10,515 -15,037
Payments for investments in intangible and tangible assets -436 -446
Payments for investments in financial assets -24,940 -22,752
Payments for the acquisition of shares in consolidated companies (successive acquisition) -771 0
Payments for the acquisition of shares in consolidated companies less cash and cash equivalents -388 0
Proceeds from the disposal of intangible and tangible assets 3 2
Proceeds from the disposal of financial assets 14,362 3,944
Proceeds from dividends 1,655 0
Proceeds from the sale of shares in consolidated companies (successive reduction) 0 4,215
Cash flow from financing activities -24 20,146
Proceeds of new borrowings 2,000 0
Repayments of borrowings -1,096 -239
Interest paid -47 -26
Proceeds from other shareholders 1,423 0
Payments to other shareholders -2.304 -342
Capital increases of fully consolidated project companies 0 4,054
Capital increase of MPC Capital AG (less costs of the capital increase) 0 16,699
Changes in cash and cash equivalents -14,496 1
Cash and cash equivalents at the start of the period 28,578 28,873
Cash and cash equivalents at the end of the period 14,082 28,874

Note:

  • Rounding differences may occur.

  • Cash and cash equivalents corresponds to the balance sheet item "Cash in hand and bank balances".

6. Condensed Notes To The Consolidated Financial Statements

of MPC Münchmeyer Petersen Capital AG, Hamburg, as at 30 June 2019

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 ("MPC 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 consolidated financial statements as at 30 June 2019 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.

If further shares in a subsidiary are acquired or sold after control has been achieved (increase or decrease in interest) without the status of subsidiary being lost, this is presented as a capital process.

3. CHANGES IN THE GROUP OF CONSOLIDATED COMPANIES

a) Additions

The following companies were fully consolidated for the first time in the first half of the 2019 financial year:

  • HCRE Beheerder B.V., Amsterdam (shareholding: 100.0 percent)
  • ITC Invest B.V., Amsterdam (shareholding: 71.5 percent)
  • MPC Maritime Beteiligungsverwaltungsgesellschaft mbH, Hamburg (shareholding: 100.0 percent)
  • Sun Partners B.V., Amsterdam (shareholding: 100.0 percent)

The following table shows the assets and liabilities added to the consolidated balance sheet as a result of first-time consolidation:

EUR '000
A. Fixed assets 5,000
B. Current assets 3,707
C. Provisions 1
D. Liabilities 1
E. Deferred income 46

b) Disposals

The following companies were deconsolidated in the first half of the 2019 financial year:

  • MPC Rendite-Fonds Leben plus Management GmbH, Quickborn
  • Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial VI mbH, in liquidation, Quickborn
  • Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial II mbH, in liquidation, Quickborn
  • Verwaltungsgesellschaft MPC Rendite-Fonds Leben plus spezial mbH, in liquidation, Quickborn
  • Verwaltung Zweite Sachwert Rendite-Fonds England GmbH, in liquidation, Hamburg
  • Verwaltung Sachwert Rendite-Fonds England GmbH, in liquidation, Hamburg
  • Verwaltung Sachwert Rendite-Fonds Europa GmbH, Hamburg
  • Verwaltung Sechsundsechzigste Sachwert Rendite-Fonds Holland GmbH, in liquidation, Hamburg
  • Verwaltung Achtundvierzigste Sachwert Rendite-Fonds Holland GmbH, in liquidation, Hamburg
  • Managementgesellschaft Ikura Investment GmbH, in liquidation, Hamburg
  • Managementgesellschaft Deepsea Oil Explorer mbH Protect, in liquidation, Hamburg

The above changes in the group of consolidated companies do not materially impair the comparability of the consolidated income statement with the previous year.

4. NOTES TO THE CONSOLIDATED BALANCE SHEET

4.1 DEVELOPMENT OF FIXED ASSETS

Costs
As at
01/01/2019
Additions Disposals Reclasses As at
30/06/201
EUR '000 EUR '000 EUR '000 EUR '000 EUR '000
l. Intangible assets
1. Purchased concessions, industrial rights
and software
2,087 72 0 0 2,159
2. Goodwill 27,479 1,088 0 0 2,567
29,566 1,160 0 0 30,726
ll. Goodwill
1. Leasehold improvements 1,158 280 0 5 1,443
2. Other fixtures and fittings, operating and
office equipment
3,296 84 25 -5 3,350
4,454 364 25 0 4,793
lll. Financial assets
1. Shares in affiliated companies 4,361 228 265 0 4,324
2. Equity investments 78,296 6,793 6,192 0 78,897
3. Other loans 27,358 3,676 3,642 0 27,392
110,015 10,697 10,099 0 110,613
Fixed assets 144,035 12,221 10,124 0 146,132

Note: Rounding differences may occur.

Depreciation and amortisation Carrying amount
As at
01/01/2019
Additions Disposals Reclasses As at
30/06/2019
On
30/06/2019
On
31/12/2018
EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000
2,043 28 0 0 2,071 87 43
21,581 956 0 0 22,537 6,030 5,898
23,624 984 0 0 24,608 6,117 5,941
1,156 1 0 -5 1,162 281 2
2,783 94 8 5 2,864 486 514
3,939 95 8 0 4,026 767 516
3,940 0 0 0 3,940 384 421
18,323 95 1,184 0 17,234 61,664 514
6,438 278 6 0 6,710 20,681 20,920
28,702 374 1,190 0 27,884 82,728 81,312
56,265 1,452 1,198 0 56,518 89,612 87,769

4.2 INTANGIBLE ASSETS

The intangible assets are predominantly made up of the goodwill that resulted from the integration of Ahrenkiel Steamship GmbH & Co. KG during first-time consolidation in the 2015 financial year. This goodwill is amortised on a scheduled straight-line basis over its period of use of seven years because it is expected to be recouped over that period.

4.3 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.

4.4 FINANCIAL ASSETS

4.4.1 Equity investments

Equity investments are made up as follows:

30/06/2019
EUR '000
31/12/2018
EUR '000
1. Equity investments in associated companies 31,094 26,507
CSI Beteiligungsgesellschaft mbH, Hamburg 18,440 18,440
BB Amstel B.V., Amsterdam 5,290 5,290
InTheCity Fund, Amsterdam* 5,000 0
Martifer MPC Renewable Energies Development S.A.S., Bogota 609 609
BBG Bulk Beteiligungs GmbH & Co. KG, Hamburg 565 877
Aurum Insurance Ltd., Isle of Man 524 524
Global Vision AG, Rosenheim 297 297
Breakwater Shipbrokers GmbH, Hamburg 170 170
Miscellaneous equity investments in associates 199 300
2. Other equity investments 30,570 33,465
ABN Amro Mees Pierson Real Estate Growth Fund N.V., Amsterdam 6,099 6,099
MPC Caribbean Clean Energy Fund LLC, Cayman Islands 4,143 4,143
HSRE MPC JV I S.A.R.L., Luxembourg 1,924 833
MPC Student Housing Venture I geschl. Investment-GmbH & Co. KG, Hamburg 1,241 1,237
Atlantic Bridge AS, Oslo 1,109 1,109
Njord Handy AS, Oslo 1,099 1,099
Atlantic Bay AS, Oslo 886 613
Stille Beteiligungen MPC IT Services GmbH & Co. KG, Hamburg 840 840
Transit Holding II B.V., Amsterdam 761 761
Equity investments 61,664 59,972
Other equity investments in fund limited partnerships 8,342 12,843
Njord Container AS, Oslo 190 190
Quadriga Container AS, Oslo* 219 0
HSRE MPC JV II S.A.R.L., Luxembourg 225 95
Danubia Tanker AS, Oslo 441 441
AG CRE Maxis C.V., Amsterdam 488 1,340
AG CRE Netherlands C.V., Amsterdam 500 500
Njord Julie AS, Oslo 576 576
Atlantic Breeze AS, Oslo* 742 0
AT&C Amstel Holdings B.V., Amsterdam 746 746

. Note: Rounding differences may occur.

* = hese equity investments were acquired in the first half of the 2019 financial year.

In particular the equity investment in a new investment platform for Dutch office properties and in individual shipping companies added EUR 6.8 million to equity investments. These additions were offset in particular by disposals relating to the successful sale of equity investments in various fund limited partnerships.

4.4.2 Other loans

These loans are predominantly loans with a medium term of up to five years.

4.5 RECEIVABLES AND OTHER ASSETS

The statement of changes in receivables is as follows:

Fälligkeiten
Total up to 1 year over 1 year of which over
5 years
EUR '000 EUR '000 EUR '000 EUR '000
30/06/2019 4,573 4,573 0 0
1. Trade receivables 31/12/2018 5,918 5,918 0 0
2. Receivables from other long-term investees and 30/06/2019 16,428 16,428 0 0
investors 31/12/2018 10,166 10,166 0 0
- of which from associated equity investments 30/06/2019 6,321 6,321 0 0
31/12/2018 1,985 1,985 0 0
- of which from fund companies 30/06/2019 9,888 9,888 0 0
31/12/2018 7,871 7,871 0 0
30/06/2019 219 219 0 0
- of which from other equity investments 31/12/2018 310 310 0 0
30/06/2019 6,737 6,737 0 0
- of which trade receivables 31/12/2018 7,871 7,871 0 0
- of which other assets 30/06/2019 9,691 9,691 0 0
31/12/2018 2,295 2,295 0 0
3. Other assets 30/06/2019 15,787 15,612 175 0
31/12/2018 18,717 18,151 566 0
30/06/2019 36,788 36,613 175 0
Receivables and other assets 31/12/2018 34,801 34,235 566 0

Note: Rounding differences may occur.

4.6 OTHER ASSETS

Other assets are composed as follows:

30/06/2019 31/12/2018
EUR '000 EUR '000
Collateral provided 6,558 6,185
Income tax receivables 4,698 3,545
Loan receivables from project companies 2,990 6,664
Sales tax receivables 1,086 805
Receivables from insurance cases 300 400
Miscellaneous assets 155 1,118
Other assets 15,787 18,717

Note: Rounding differences may occur.

Repayments resulted in the decrease in loan receivables from project companies.

4.7 CASH IN HAND AND BANK BALANCES

Bank balances and cash in hand are made up as follows:

30/06/2019 EUR '000
EUR '000
Bank balances 14,063 28,556
Cash in hand 19 22
Cash in hand and bank balances 14,082 28,578

Note: Rounding differences may occur.

A detailed analysis of the development of cash and cash equivalents is shown in the consolidated cash flow statement.

4.8 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

Additional paid-in capital as at 30 June 2019 was EUR 54.2 million.

Other retained earnings

The other retained earnings remain unchanged at EUR 10.8 million as at 30 June 2019.

Subscription rights pursuant to Section 160 (1) No. AktG:

"Stock Option Plan 2015"

During the 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 2015"). The primary objectives of the Stock Option Plan 2015 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 Annual General Meeting. In addition, the Annual General Meeting authorised the Management Board until the conclusion of 24 June 2018 to issue further subscription rights up to a total volume of 666,581 with a total notional interest in the share capital of up to EUR 666,581.00, each subscription right carrying an entitlement to purchase one no-par value bearer share.

Further conditional capital amounting to EUR 666,581.00 arising from the issuance of 666,581 new bearer shares ("Conditional Capital 2015/II") was created for the purposes of the Stock Option Plan 2015. This new authorisation is intended to enable up to a total of 666,581 stock options to be issued on the basis of the provisions below.

The principal provisions and conditions relating to the share option plan are described in the following:

a) Eligible Participants

Under the Stock Option Plan 2015, 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 2015. Further subscription rights may be granted up to the conclusion of 24 June 2020.

c) Vesting Period, Exercise Period

The subscription rights granted under the Stock Option Plan 2015 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 203,125 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 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 Annual General Meeting in 2015 (see under "Stock Option Plan 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 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 2022.

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 (see under "Stock Option Plan 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, firsthalf 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.

4.9 PROVISIONS

The provisions are made up as follows:

30/06/2019 31/12/2018
EUR '000 EUR '000
1. Provisions for taxes
for current taxes 2,574 2,023
2. Other provisions 12,596 14,246
- Provisions for legal and consultancy expenses 6,599 6,804
- Provisions for personnel expenses 2,470 3,271
- Provisions for expected losses 2,161 2,957
- Provisions for audit of annual financial statements 339 380
- Provisions for commissions 262 268
- Provisions for outstanding invoices 241 353
- Miscellaneous provisions 524 213
Provisions 15,170 16,269

Note: Rounding differences may occur

4.10 LIABILITIES

The liabilities schedule below shows the maturity structure of liabilities:

Maturities
Total up to 1 year over
1 year
of which
over 5 years
EUR '000 EUR '000 EUR '000 EUR '000
30/06/2019 510 0 510 0
1. Liabilities to banks 31/12/2018 1,265 225 1,040 0
2. Trade payables 30/06/2019 1,620 1,620 0 0
31/12/2018 1,063 1,063 0 0
3. Liabilities to other long-term investees and investors 30/06/2019 997 997 0 0
31/12/2018 1,658 1,658 0 0
30/06/2019 997 997 0 0
- of which from other liabilities 31/12/2018 1,658 1,658 0 0
30/06/2019 9,713 2,379 7,334 0
4. Other liabilities 31/12/2018 18,001 12,718 5,283 0
- of which taxes 30/06/2019 546 546 0 0
31/12/2018 1,055 1,055 0 0
- of which social security 30/06/2019 18 18 0 0
31/12/2018 6 6 0 0
Liabilities 30/06/2019 12,840 4,996 7,844 0
31/12/2018 21,987 15,664 6,323 0

Note: Rounding differences may occur

4.11 LIABILITIES TO BANKS

The bank liabilities comprise in particular one loan amounting to EUR 0.5 million for project financing for opportunistic US equity investments. Repayment is tied to the future returns from these investments.

Collateral provided

The future claims for payment are to some extent pledged to the financing bank by way of collateral. The collateral will be held until the full repayment of these loans.

4.12 TRADE PAYABLES

Trade payables essentially include liabilities from legal and consultancy costs as well as from ongoing shipping operations.

4.13 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.

4.14 OTHER LIABILITIES

Other liabilities are composed as follows:

30/06/2019 31/12/2018
EUR '000 EUR '000
Liabilities from project financing loans 6,882 4,744
Wage tax liabilities 523 764
Liabilities from a purchase price payment outstanding 0 9,475
Miscellaneous 2,309 3,019
Other liabilities 9,713 18,001

Note: Rounding differences may occur

The decline in other liabilities is attributable especially to the payment of the purchase price for the opportunistic acquisition of a portfolio of equity investments in limited partners and in associated business interests.

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.

4.15 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 a portion of the contractually agreed USD revenues for the 2019 and 2020 financial years:

  • • Currency forwards on a monthly basis were concluded for the fees from July 2019 to June 2020 with a volume averaging USD 0.3 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 0.3 million.
  • • Currency options on a monthly basis were concluded for a large portion of the monthly fees from July 2019 to June 2020 with an average volume of USD 0.2 million. The valuation for determining market value followed the Black & Scholes model. Their market value at the balance sheet date is EUR -0.1 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 17.4 million in total were hedged through valuation units. This took the form of currency forwards in the amount of USD 12.7 million, and of currency options in the amount of USD 4.7 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.

4.16 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 19.0 million (31 December 2018: EUR 19.1 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 5.7 million (31 December 2018: EUR 6.3 million).

Contributions by limited partners held in trust amount to EUR 1.5 billion (31 December 2018: EUR 1.6 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 31.2 million (31 December 2018: EUR 52.0 million).

5. NOTES ON THE CONSOLIDATED INCOME STATEMENT

5.1 REVENUE

Revenue essentially results from the provision of services. The table below shows a breakdown by revenue type and region:

H1 2019 H1 2018
EUR '000 EUR '000
By revenue types
Management services 17,778 16,780
Transaction services 1,802 2,730
Miscellaneous 396 180
Revenue 19,977 19,690
By region
Germany 19,601 21,529
Netherlands 6,428 3,766
Spain 155 160
Consolidation -6,207 -5,765
Revenue 19,977 19,690

Note: Rounding differences may occur..

5.2 OTHER OPERATING INCOME

Other operating income is made up as follows:

H1 2019 H1 2018
EUR '000 EUR '000
Accounting profits from asset sales 2,156 2,782
Income from the reversal of provisions 661 926
Income from changes in exchange rates 498 1,421
Realised income from changes in exchange rates 347 852
Unrealised income from changes in exchange rates 151 569
Income from the reversal of write-downs on receivables 199 4,028
Miscellaneous 415 234
Other operating income 3,929 9,391

Note: Rounding differences may occur.

The other operating income largely consists of accounting profits from asset sales resulting from the successful sale of equity investments in fund limited partnerships.

5.3 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. Following contractual adjustments, these costs as well as the corresponding income items are lower compared with the first half of 2018.

5.4 PERSONNEL EXPENSES

Personnel expenses are composed as follows:

H1 2019 H1 2018
EUR '000 EUR '000
Wages and salaries -12,750 -11,882
Social security, post-employment and other employee benefit costs -1,769 -1,552
Personnel expenses -14,519 -13,434

Note: Rounding differences may occur.

There were 292 (30 June 2018: 272) employees as at 30 June 2019.

5.5 OTHER OPERATING EXPENSES

Other operating expenses are composed as follows:

H1 2019 H1 2018
EUR '000 EUR '000
Legal and consultancy costs -3,330 -3,688
IT costs -1,568 -1,471
Cost of premises -1,088 -1,003
Write-downs on receivables -1,063 -80
Personnel recruitment and other personnel costs -781 -527
Expenses from currency translation differences -602 -632
Insurance and subscriptions -576 -500
Services -537 -504
Travel and hospitality expenses -502 -513
Vehicle costs -256 -205
Communications costs -209 -227
Prior-period expenses -161 -319
Accounting losses from asset disposals -148 0
Advertising and events -107 -289
Miscellaneous expenses -903 -1,077
Other operating expenses -11,831 -11,035

Note: Rounding differences may occur

Receivables from services for fund limited partnerships in the amount of EUR 1.1 million in connection with assets from legacy business were written down out of due commercial prudence.

5.6 INCOME FROM EQUITY INVESTMENTS

The income from equity investments in the amount of EUR 5.4 million (H1 2018: EUR 1.4 million) mainly comprises the returns made possible by the disposal of the TRANSIT portfolio (EUR 2.5 million), as well as returns on equity investments in limited partnerships that MPC Capital had acquired at the end of last year in an opportunistic portfolio deal (EUR 1.7 million).

5.7 OTHER INTEREST AND SIMILAR INCOME

Other interest and similar income amounting to a total of EUR 1.3 million (H1 2018: EUR 0.8 million) stems mainly from the loans for project financing.

5.8 INTEREST AND SIMILAR EXPENSES

Interest and similar expenses arise particularly in the form of interest expenses for project financing.

6. REPORT ON POST-BALANCE SHEET DATE EVENTS

After 30 June 2019 there were no further significant transactions with a material effect on the net assets, financial position or results of operations of the MPC Capital Group.

Hamburg, 16 August 2019

Vorsitzender

Dr. Philipp Lauenstein Dr. Ignace Van Meenen

Ulf Holländer Constantin Baack Dr. Karsten Markwardt

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 2018 to 30 June 2018. 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, 23 August 2019

BDO AG Wirtschaftsprüfungsgesellschaft

gez. Härle gez. Kaletta Wirtschaftsprüfer Wirtschaftsprüfer

www.mpc-capital.com

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