Quarterly Report • Aug 31, 2017
Quarterly Report
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| Result | H1 2017 | H1 2016 |
|---|---|---|
| Revenue (EUR '000) | 22,706 | 22,927 |
| EBT (EUR '000) | 3,456 | 7,330 |
| Consolidated net profit (EUR '000) | 3,860 | 4,798 |
| AUM / Balance Sheet | 30 June 2017 | 31 December 2016 |
| Assets under management (EUR billion) | 5.0 | 5.1 |
| Total assets (EUR '000) | 124,796 | 133,708 |
| Equity (EUR '000) | 96,791 | 93,253 |
| Equity ratio | 77.5% | 69.7% |
| Employees | H1 2017 | H1 2016 |
| Employees (average over period) | 239 | 230 |
| Personnel expenses (EUR '000) | 12,038 | 11,539 |
| Personnel expenses ratio | 53.0% | 50.3% |
| Foreword by the Management Board 3 |
|---|
| MPC Capital shares 4 |
| Interim Group Management Report of MPC Capital AG 7 |
| Responsibility Statement 15 |
| Consolidated Balance Sheet 16 |
| Consolidated Income Statement 18 |
| Consolidated Statement of Changes in Equity 19 |
| Consolidated Cash Flow Statement 21 |
| Condensed Notes to the Interim Consolidated Financial Statements 22 |
| Review Report 45 |
The first half of 2017 proceeded entirely in keeping with our expectations. Revenue stabilised at a healthy level. As expected, earnings before tax as at 30 June were still lagging behind the prior-year figure because various non-recurring effects had bolstered the earnings performance in the first six months of 2016.
For the second half of 2017 we anticipate a marked increase in transaction business that ought also to have a positive impact on earnings. On both the acquisitions and sales sides, a number of projects are nearing completion.
The operational successes of the first half highlight the strengths of our strategy: to identify lucrative real asset investments in international niche markets.
Three years ago our Dutch subsidiary "Cairn Real Estate" stepped up its investment in the Dutch office property market, which at the time was still in a fragile state. Following its comprehensive modernisation we have now sold the property "La Guardia" in Amsterdam – at a solid profit for our investors: the IRR comes to around 23 % after tax. In the Infrastructure sector, too, we have been able to send out a clear, trailblazing message to the market: the sale of the 172 MW wind farm ANCORA in Portugal attracted international attention.
In parallel, we made new, highly promising investments in the first half – such as the expansion of our renewables platform in the Caribbean and the launching of MPC Container Ships AS, a listed company that acquires and operates container ships in the feeder segment on the second-hand market. Both investments are outstanding examples of our niche strategy.
Kind regards, The Management Board of MPC Capital AG
Ulf Holländer, Chairman Constantin Baack Peter Ganz Dr Roman Rocke
Encouraged by positive global economic data and an especially robust German economy, the DAX rose by almost 6 % in the first half of 2017, settled at a stable level above 12,000 points and reached a new all-time high of 12,951 in June. The SDAX small-cap index climbed around 12 % in the first half of 2017.
In the first half of 2017 the shares of MPC Capital were unable to build on the past two years' very positive performance, which had seen the shares climb from EUR 1.20 to over EUR 6.00. The shares started 2017 trading at EUR 5.90, reached their first-half high of EUR 6.79 on 7 March and touched a first-half low of EUR 5.73 on 18 May. The shares closed at EUR 5.98 on 30 June 2016. The average trading volume of MPC Capital shares on Xetra was around 18,000 units per day. Market capitalisation on 30 June 2017 was EUR 182 million.
Since 1 March 2017, the shares of MPC Capital AG have been listed in the "Scale" segment of Deutsche Börse AG (DBAG). "Scale" takes the place of the former Entry Standard and is intended to represent a new quality segment for small and medium enterprises (SME) with access to the capital market.
The new segment is more highly regulated than the Entry Standard in terms of both admission and subsequent obligations. "Scale" is intended to improve access to investors for growing companies by placing the emphasis on transparency and qualitative criteria. Issuers in the "Scale" Segment must achieve certain levels with their key performance indicators, work with a capital market partner of DBAG and give an undertaking to achieve elevated transparency. MPC Capital satisfies all admission and listing requirements for "Scale" and is therefore one of around 40 companies represented in it from the outset.
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.
The Annual General Meeting of MPC Capital AG was held on 8 June 2017 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).
| WKN / ISIN | A1TNWJ / DE000A1TNWJ4 | ||
|---|---|---|---|
| Share capital / number of shares | EUR 30,427,916.00 / 30,427,916 units | ||
| Bearer shares with notional capital share | |||
| Share class | of EUR 1.00 each | ||
| Open market in Frankfurt am Main; electronic trading | |||
| Trading venues | 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, Oddo Seydler Bank AG | ||
| Baader Helvea, Berenberg, Edison Research, Warburg | |||
| Analysts | Research | ||
| First day of trading | 28 September 2000 | ||
| Reuters code | MPCG.DE | ||
| Bloomberg | MPC GR | ||
| Datastream | D:MPC |
| 14 February 2017 | Publication of Annual Report 2016 |
|---|---|
| 18 May 2017 | Q1 2017 key figures |
| 8 June 2017 | Annual General Meeting of MPC Capital AG |
| 31 August 2017 | Publication of Interim Financial Report 2017 |
| 16 November 2017 | Q3 2017 key figures |
| 27 November 2017 | Analyst conference at the Eigenkapitalforum 2017, Frankfurt am Main |
MPC Capital AG Investor Relations Stefan Zenker Palmaille 75, 22767 Hamburg Tel: +49 (0)40 38022 4347 Fax: +49 (0)40 38022 4878 e-mail: [email protected]
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. This encompasses 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 the three core segments of Real Estate, Shipping and Infrastructure. With its many years of expertise and a comprehensive international network of partners, MPC Capital has excellent market access that enables 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 newly launched and existing investments. In addition to its long-standing, deep knowledge of fiduciary services for investors, MPC Capital holds a licence to operate as an alternative investment fund manager through its subsidiary DSC Deutsche SachCapital GmbH.
Since 1 March 2017, the shares of MPC Capital AG have been listed in the "Scale" segment of Deutsche Börse AG (DBAG). "Scale" takes the place of the former Entry Standard and is intended to represent a new quality segment for small and medium enterprises (SME) with access to the capital market.
The new segment is more highly regulated than the Entry Standard in terms of both admission and subsequent obligations. "Scale" is intended to improve access to investors for growing companies by placing the emphasis on transparency and qualitative criteria. Issuers in the "Scale" Segment must achieve certain levels with their key performance indicators, work with a capital market partner of DBAG and give an undertaking to achieve elevated transparency.
MPC Capital satisfies all admission and listing requirements for "Scale" and is therefore one of around 40 companies represented in it from the outset.
The assets under management (AUM) of the MPC Capital Group as at 30 June 2017 totalled EUR 5.0 billion, a slight decrease on the level as at 31 December 2016 (EUR 5.1 billion). New business resulted in asset additions of EUR 0.4 billion, which was counterbalanced by asset sales and currency effects.
AUM in the Real Estate segment increased slightly by EUR 0.2 billion to EUR 2.4 billion as a result of purchases. In the Shipping segment, AUM remained unchanged at EUR 1.8 billion. The increase from the acquisition of ships through MPC Container Ships AS, for management by Ahrenkiel Steamship and/or Contchart, was offset by asset sales and currency effects. In the Infrastructure segment, AUM declined by EUR 0.3 billion to EUR 0.2 billion principally as a result of the sale of the Portuguese wind farm project Ancora.
The Corporate Centre manages existing funds from the former business model that do not belong in any of the three core asset classes. AUM here declined from EUR 0.7 billion to EUR 0.6 billion as a result of scheduled asset disposals.
As at 30 June 2017, 45 % (31 December 2016: 44 %) of AUM involved institutional business and 55 % (31 December 2016: 56 %) legacy business.
In February 2017 the Dutch subsidiary Cairn Real Estate ("Cairn"), in partnership with an international institutional investor, acquired six properties in medium-sized Dutch cities. The six office buildings, which complement the transit portfolio acquired in the previous year, have a total floor space of 63,400 m². The purchase price was around EUR 60.0 million.
In March 2017 Cairn sold the Amsterdam office complex "La Guardia" to an international institutional investor for a price in excess of EUR 130 million. The IRR (internal rate of return) for the project is around 23 % after tax. Cairn Real Estate had acquired the ensemble of four buildings in 2014 on behalf of an investor and had subsequently carried out a comprehensive revitalisation project.
For the micro-living area, MPC Capital has acquired land in a central location in Lisbon for the construction of student apartments. Construction work is planned to start before the end of the year. Portugal is the first country for the expansion of the STAYTOO platform into southern Europe. Further locations on the Iberian peninsula are currently being analysed.
In Germany, three further apartment blocks will be completed over the coming months following the successful opening of the first STAYTOO properties in Nuremberg and Bonn. STAYTOO will be opening apartments in Leipzig and Kaiserslautern this year for the start of the winter semester, with Berlin due to follow at the start of 2018.
In the early part of 2017 MPC Capital launched an investment company that will develop and operate a portfolio of container ships focusing on a slot capacity of between 1,000 and 3,000 TEU. In an initial step "MPC Container Ships AS" was able to raise around USD 100 million in equity from institutional investors by way of a private placement. The capital was invested within one month in container ships on the second-hand market. At the start of June the company then raised a further USD 75 million through a second capital increase in order to expand the portfolio further. In August 2017 the MPC Container Ships AS fleet comprised 14 container ships, which for the most part were managed by the MPC Capital subsidiaries Ahrenkiel Steamship and Contchart.
In keeping with its investment strategy, MPC Capital AG operates as co-investor in the company. The shares of MPC Container Ships AS are traded on the Merkur Market of the Oslo Stock Exchange under the ticker "MPCC-ME".
MPC Capital also participated in further transactions and arranged maritime projects on behalf of thirdparty investors.
In the Infrastructure business unit, MPC Capital has laid the foundations for the further development and expansion of the company's renewable energy projects in the Caribbean in establishing MPC Renewables Panama S.A. MPC Renewables Panama will work closely together with the global Renewable Energies team at MPC Capital to develop and manage renewable energies projects on behalf of institutional investors.
The projects handled in the first half of the year include the sale of the 172 MW onshore wind farm project in Portugal, the acquisition of a 60 MWp PV project in Jamaica that is progressing according to schedule and is intended to serve as the seed asset for a wider Caribbean strategy, plus the further development of a 54 MW onshore wind farm in Mongolia.
In the Industrial Opportunities area, MPC Capital is at an advanced stage of negotiations on high-volume asset purchases. Further infrastructure projects that mainly involve industrial opportunities in emerging countries are currently being analysed.
Revenue for the MPC Capital Group came to EUR 22.7 million in the first half of 2017 (1st half of 2016: EUR 22.9 million). Management fees were increased slightly to EUR 18.7 million (1st half of 2016: EUR 18.2 million). The transaction fees declined from EUR 4.8 million in the previous year to EUR 3.8 million in the first half of 2017. For the second half, MPC Capital expects to see a marked upturn in transaction business as experienced in the previous year, based on a well-filled project pipeline.
Other operating income for the first half of 2017 came to EUR 4.0 million (1st half of 2016: EUR 6.9 million), of which the reversal of provisions accounts for around EUR 3.3 million. The previous year had seen the reversal of the negative difference from capital consolidation as well as sales tax refunds.
Personnel expenses of EUR 12.0 million were slightly up on the prior-year level (EUR 11.5 million). The increase stems primarily from the moderate recruitment of additional personnel. On average, there were 239 employees engaged throughout the Group in the first half of 2017 (1st half of 2016: 230). The personnel expenses ratio for the Group came to 53 % in the first half of 2017 (1st half of 2016: 50 %).
Other operating expenses amounted to EUR 12.0 million, slightly up on the prior-year level (1st half of 2016: EUR 11.7 million). The increase results mainly from reporting date based currency effects. The reduced legal and consultancy costs worked in the opposite direction, though the expense for the capital increase had a major impact on the prior-year figure.
Investment income reached EUR 0.6 million, the same level as in the prior-year period. The result of associates carried at equity was EUR 1.5 million. The previous year (EUR 5.6 million) had brought high income from the financing of real estate projects in Japan. However as the returns on these projects had a performance-related structure, the interest and similar expenses in the previous year were also markedly higher (EUR 4.2 million compared to EUR 0.1 million in first half of 2017).
As a result of the higher other operating income and higher at-equity income in the prior-year period, earnings before tax (EBT) of EUR 3.5 million for the first half of 2017 was likewise well down on the level of the first half of 2016 (EUR 7.3 million).
Overall, MPC Capital AG posted a consolidated profit after tax of EUR 3.9 million for the first half of 2017 (1st half of 2016: EUR 4.8 million).
The net assets of the Group as at 30 June 2017 declined to EUR 124.8 million compared with the position as at 31 December 2016 (EUR 133.7 million) essentially as a result of the reduction in provisions.
Increased investing activity in all three asset classes led to a substantial increase in fixed assets from EUR 38.0 million to EUR 54.2 million. The financial assets, which mainly comprise equity investments in joint ventures, associates and other equity investments, consequently rose sharply from EUR 29.3 million as at 31 December 2016 to EUR 46.2 million as at 30 June 2017. MPC Capital invested some EUR 13.0 million in MPC Container Ships AS. A further EUR 6.0 million was injected into real estate and infrastructure projects in the Netherlands, Portugal and the Caribbean.
As a result of the investing activity and the scaling back of provisions, current assets were reduced from EUR 95.6 million as at 31 December 2016 to EUR 70.2 million as at 30 June 2017. The Group's liquidity (cash in hand and bank balances) correspondingly declined to EUR 27.5 million (31 December 2016: EUR 65.6 million). Predominantly due to reporting date factors, trade receivables rose from EUR 3.1 million to EUR 8.3 million and receivables from other long-term investees from EUR 13.4 million to EUR 16.7 million. The rise in other assets from EUR 13.4 million to EUR 17.7 million is primarily attributable to the short-term granting of loans for real estate projects.
Equity was EUR 96.8 million as at 30 June 2017 (31 December 2016: EUR 93.3 million). The reduced balance sheet total meant the equity ratio rose from 70 % to 78 %.
Provisions in the amount of EUR 16.5 million were recognised as at 30 June 2017 (31 December 2016: EUR 29.0 million). The substantial drop of around EUR 12.5 million, of which EUR 10.0 had a cash effect, is primarily attributable to the scaling back of provisions for expected losses and for restructuring costs. In that area, MPC Capital had succeeded in negotiating early release from the obligations to meet restructuring costs at project level. The company had created provisions amounting to EUR 6.7 million as at 30 June 2017 for legal and consultancy costs (31 December 2016: EUR 7.5 million). The company considers this to be an adequate precaution for potential costs in connection with legal disputes.
Liabilities fell slightly to EUR 10.9 million (31 December 2016: EUR 11.4 million). Liabilities to banks came to EUR 2.0 million (31 December 2016: EUR 2.3 million) and comprise bank loans for non-recourse project financing that is tied to future returns from the projects. Liabilities to other long-term investees and investors in the amount of EUR 2.0 million (31 December 2016: EUR 2.5 million) primarily comprise capital commitments to co-investments not yet drawn down, as well as distributions received. The fall in other liabilities to EUR 5.8 million (31 December 2016: EUR 6.3 million) stemmed primarily from loan liabilities for project financing.
In the period under review the MPC Capital Group reported a cash flow from operating activities of EUR -16.5 million (1st half of 2016: EUR -7.6 million). The decrease was determined in particular by the reduction in provisions (EUR -11.9 million, previous year: EUR -6.8 million) and by changes in trade receivables as well as other assets not allocable to investing or financing activities (EUR -9.0 million, previous year: EUR -5.6 million).
The cash flow from investing activities in the period under review came to EUR -19.2 million (1st half of 2016: EUR +11.0 million). Payments for investments in financial assets amounted to EUR -20.0 million (1st half of 2016: EUR -1.3 million) and were primarily in respect of co-investments in MPC Container Ships AS (EUR 13.0 million) as well as in various real estate and infrastructure projects in Portugal, the Netherlands and the Caribbean. Proceeds from the disposal of financial assets came to EUR 1.0 million. The prior-year period (EUR 6.0 million) was dominated by the disposal of financial assets in connection with successfully completed real estate projects in North America and Japan.
As a result of the repayment of financial liabilities in connection with the provisions for restructuring costs, the cash flow from financing activities came to EUR -2.4 million. A defining event in the previous year (EUR +8.1 million) was a capital increase amounting to EUR 11.7 million net.
Overall, cash and cash equivalents as at 30 June 2017 declined to EUR 27.5 million (31 December 2016: EUR 65.6 million, 30 June 2016: EUR 27.6 million).
Since 30 June 2017 there have been no further significant transactions with a material effect on the net assets, financial position or results of operations of the MPC Capital Group.
In the first half of 2017 the MPC Capital Group had 239 employees on average (1st half of 2016: 230 employees).
The principal opportunities and risks associated with the expected development of the Group are presented in the Group Management Report for the 2016 financial year. No changes in the assessment of opportunities and risks occurred in the period under review.
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.
The cyclical recovery in the global economy has continued in recent months. Economic growth will gather pace somewhat in 2017 and 2018 in most developed countries, as well as in emerging economies. The IMF increased its global growth forecast for 2017 from 3.4 % to 3.5 % in spring 2017. These forecasts were confirmed in July (Source: International Monetary Fund). The Federal Reserve is expected to raise the base rate again in the second half of 2017. On the other hand the ECB is still adhering to its highly expansionary monetary policy in 2017 (Source: M.M.Warburg).
The combination of interest rates remaining low and high liquidity in the market is highly likely to keep promoting demand for alternative investments and have a positive influence on the market environment for MPC Capital.
For the second half of 2017, the Management board expects a noticeable upswing in transaction business. Transactions already contracted and initiated are likely to lead to a substantial rise in revenue and profit in the second half of 2017 compared with the first half of 2017.
For 2017 overall, MPC Capital therefore reiterates its expectation of consolidated revenue growth of at least 10 % plus an overproportional rise in EBT.
Hamburg, 18 August 2017
Chairman
Ulf Holländer Constantin Baack Peter Ganz Dr Roman Rocke
| Responsibility Statement 15 | |
|---|---|
| Consolidated Balance Sheet 16 | |
| Consolidated Income Statement 18 | |
| Consolidated Statement of Changes in Equity 19 | |
| Consolidated Cash Flow Statement 21 | |
| Condensed Notes to the Interim Consolidated Financial Statements 22 | |
| 1. Basic information 22 | |
| 2. Accounting policies 22 | |
| 3. Notes to the consolidated balance sheet 25 | |
| 4. Notes on the consolidated income statement 41 |
To the best of our knowledge, and in accordance with the applicable accounting standards for interim financial statements as well as with the principles of proper accounting, the interim 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, 18 August 2017
Chairman
Ulf Holländer Constantin Baack Peter Ganz Dr. Roman Rocke
| 30/06/2017 | 31/12/2016 | |||
|---|---|---|---|---|
| Assets | EUR '000 | EUR '000 | ||
| A. | Fixed assets | 37,986 | ||
| I. | Intangible assets | 7,581 | 8,368 | |
| 1. Purchased concessions, industrial rights and software |
32 | 27 | ||
| 2. Goodwill |
7,549 | 8,341 | ||
| II. | Tangible assets | 373 | 349 | |
| 1. Leasehold improvements |
11 | 17 | ||
| 2. Other fixtures and fittings, operating and office equipment |
362 | 332 | ||
| III. | Financial assets | 46,241 | 29,268 | |
| 1. Shares in affiliated companies |
382 | 301 | ||
| 2. Equity investments |
37,969 | 23,795 | ||
| 3. Other loans |
7,889 | 5,173 | ||
| B. | Current assets | 70,197 | 95,640 | |
| I. | Receivables and other assets | 42,744 | 30,059 | |
| 1. Trade receivables |
8,265 | 3,086 | ||
| 2. Receivables from affiliated companies |
115 | 116 | ||
| 3. Receivables from other long-term investees and investors |
16,654 | 13,424 | ||
| 4. Other assets |
17,709 | 13,432 | ||
| II. | Cash in hand and bank balances | 27,453 | 65,581 | |
| C. | Prepaid expenses | 405 | 83 | |
| Total assets | 124,796 | 133,708 |
| 30/06/2017 | 31/12/2016 | |||
|---|---|---|---|---|
| Equity and liabilities | EUR '000 | EUR '000 | ||
| A. | Equity | 96,791 | 93,253 | |
| I. | Subscribed capital | 30,428 | 30,428 | |
| II. | Additional paid-in capital | 47,904 | 47,904 | |
| III. | Other retained earnings | 5,082 | 5,082 | |
| IV. | Net retained profits | 8,232 | 6,519 | |
| V. | Difference in equity from currency translation | 58 | 73 | |
| VI. | Non-controlling interests | 5,088 | 3,247 | |
| B. | Provisions | 16,492 | 29,037 | |
| 1. | Provisions for taxes | 4,255 | 4,872 | |
| 2. | Other provisions | 12,237 | 24,164 | |
| C. | Liabilities | 10,875 | 11,419 | |
| 1. | Liabilities to banks | 1,971 | 2,282 | |
| 2. | Trade payables | 1,000 | 347 | |
| 3. | Liabilities to affiliated companies | 119 | 11 | |
| 4. | Liabilities to other long-term investees and investors | 1,958 | 2,473 | |
| 5. | Other liabilities | 5,827 | 6,306 | |
| D. | Deferred income | 639 | 0 | |
| Total equity and liabilities | 124,796 | 133,708 |
from 1 January to 30 June 2017
| H1 2017 | H1 2016 | |||
|---|---|---|---|---|
| EUR '000 | EUR '000 | |||
| 1. | Revenue | 22,706 | 22,927 | |
| 2. | Other operating income | 3,972 | 6,906 | |
| 3. | Cost of materials: cost of purchased services | -592 | -535 | |
| 4. | Personnel expenses | -12,038 | -11,539 | |
| a) | Wages and salaries | -10,509 | -10,055 | |
| b) | Social security, post-employment and other employee benefit costs | -1,529 | -1,484 | |
| 5. | Amortisation of intangible fixed assets and depreciation of tangible | |||
| assets | -893 | -873 | ||
| 6. | Other operating expenses | -11,970 | -11,741 | |
| 7. | Operating result | 1,185 | 5,144 | |
| 8. | Income from equity investments | 633 | 556 | |
| 9. | Other interest and similar income | 252 | 656 | |
| 10. | Write-downs on financial assets | 0 | -347 | |
| 11. | Interest and similar expenses | -108 | -4,246 | |
| 12. | Result of associates carried at equity | 1,494 | 5,567 | |
| 13. | Result before tax | 3,456 | 7,330 | |
| 14. | Taxes on income | 404 | -2,532 | |
| 15. | Result after tax | 3,860 | 4,798 | |
| 16. | Other taxes | 0 | 0 | |
| 17. | Consolidated net profit | 3,860 | 4,798 | |
| 18. | Non-controlling interests | -1,111 | -19 | |
| 19. | Change in consolidation | -1,037 | -62 | |
| 20. | Profit carried forward | 6,519 | 2,743 | |
| 21. | Net retained profits | 8,232 | 7,460 |
| Capital and reserves attributable | |||||||
|---|---|---|---|---|---|---|---|
| H1 2017 | to the shareholders of the parent company | ||||||
| Treasury | |||||||
| Share capital | shares at | Additional | Other | Net re | |||
| (ordinary | nominal | paid-in | retained | tained | |||
| shares) | value | capital | earnings | profits | |||
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | |||
| As at 1 January 2017 | 30,428 | 0 | 47,904 | 5,082 | 6,519 | ||
| Capital increase | 0 | 0 | 0 | 0 | 0 | ||
| Changes in consolidation | 0 | 0 | 0 | 0 | -1,037 | ||
| Profit distributions | 0 | 0 | 0 | 0 | 0 | ||
| Consolidated earnings | 0 | 0 | 0 | 0 | 2,749 | ||
| Currency translation differences | 0 | 0 | 0 | 0 | 0 | ||
| Total comprehensive income | 0 | 0 | 0 | 0 | 2,749 | ||
| As at 30 June 2017 | 30,427 | 0 | 47,904 | 5,082 | 8,232 |
Note: Rounding differences may occur
H1 2016 to the shareholders of the parent company
| Share capital (ordinary shares) |
Treasury shares at nominal value |
Additional paid-in capital Section 272 (2) No. 1-3 HGB |
Other retained earnings |
Net loss |
|
|---|---|---|---|---|---|
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | |
| As at 1 January 2016 | 22,129 | -59 | 6,855 | 0 | 2,743 |
| Capital increase | 2,213 | 0 | 10,400 | 0 | 0 |
| Changes in consolidation | 0 | 0 | 0 | 0 | -62 |
| Sale of treasury shares | 0 | 59 | 221 | 0 | 0 |
| Consolidated earnings | 0 | 0 | 0 | 0 | 4,778 |
| Currency translation differences | 0 | 0 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | 0 | 0 | 4,778 |
| As at 30 June 2016 | 24,341 | 0 | 17,476 | 0 | 7,460 |
| Difference in | |
|---|---|
| equity from Net re |
|
| currency trans Additional tained |
Consolidated |
| lation Equity Share capital paid-in capital profits Equity |
equity |
| EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 |
EUR '000 |
| 90,006 3,247 73 1,528 1,808 -89 |
93,253 |
| 0 0 0 0 0 0 |
0 |
| 0 -1,037 441 -405 1,037 1,073 |
36 |
| 0 0 0 0 -342 -342 |
-342 |
| 0 2,749 0 0 1,111 1,111 |
3,860 |
| 0 0 0 -15 -15 0 |
-15 |
| -15 2,734 0 0 1,111 1,111 |
3,845 |
| 58 91,702 1,969 1,403 1,717 5,088 |
96,791 |
to the shareholders of
| Difference in equity from |
|
|---|---|
| currency trans | |
| Equity Share capital |
lation |
| Net re | ||||||
|---|---|---|---|---|---|---|
| Additional | tained | Consolidated | ||||
| lation | Equity | Share capital | paid-in capital | profits | Equity | equity |
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 |
| 65 | 31,732 | 388 | 1,822 | -45 | 2,165 | 33,897 |
| 0 | 12,613 | 0 | 0 | 0 | 0 | 12,613 |
| 0 | -62 | 108 | 318 | -504 | -78 | -141 |
| 0 | 280 | 0 | 0 | 0 | 280 | |
| 0 | 4,778 | 0 | 0 | 19 | 19 | 4,797 |
| 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 0 | 4,778 | 0 | 0 | 19 | 19 | 4,797 |
| 65 | 49,340 | 496 | 2,140 | -530 | 2,106 | 51,446 |
| from 1 January to 30 June 2017 | H1 2017 | H1 2016 |
|---|---|---|
| EUR '000 | EUR '000 | |
| Cash flow from operating activities | ||
| Consolidated net profit | -16,477 3,860 |
-7,582 4,779 |
| Amortisation of intangible assets and depreciation of tangible assets | 893 | 873 |
| Write-downs on financial assets | 0 | 347 |
| Result of associates carried at equity | -1,494 | -5,567 |
| Gain/loss on the disposal of intangible and tangible assets | 0 | -4 |
| Gain/loss on the disposal of financial assets | -4 | 0 |
| Changes in inventories, trade receivables and other assets not allocable to investing or financing activities | -8,982 | -5,627 |
| Changes in trade payables and other liabilities not allocable to investing or financing activities | 2,649 | -520 |
| Changes in other provisions | -11,927 | -6,771 |
| Proceeds from dividends | 459 | 459 |
| Income tax expense | -404 | 2,532 |
| Income taxes paid | -1,213 | -1,112 |
| Interest expenses and interest income | -29 | 3,590 |
| Payments for the costs of the capital increase | 0 | 899 |
| Other non-cash expenses/income | -285 | -1,460 |
| Cash flow from investing activities | -19,206 | 11,030 |
| Payments for investments in intangible and tangible assets | -130 | -255 |
| Payments for investments in financial assets | -20,047 | -1,252 |
| Proceeds from the disposal of intangible and tangible assets | 0 | 88 |
| Proceeds from the disposal of financial assets | 971 | 5,992 |
| Interest received | 0 | 245 |
| Proceeds from dividends | 0 | 6,212 |
| Cash flow from financing activities | -2,445 | 8,120 |
| Financial liabilities raised | 346 | 670 |
| Repayment of financial liabilities | -2,737 | -289 |
| Interest paid | -54 | -3,975 |
| Capital increase of MPC Capital AG (less costs of the capital increase) | 0 | 11,714 |
| Changes in cash and cash equivalents | -38,128 | 10,669 |
| Cash and cash equivalents at the start of the period | 65,581 | 16,935 |
| Cash and cash equivalents at the end of the period | 27,453 | 27,604 |
Note: Rounding differences may occur
Cash and cash equivalents corresponds to the balance sheet item "Cash in hand and bank balances".
of MPC Münchmeyer Petersen Capital AG, Hamburg, as at 30 June 2017
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 develops and manages real asset investments and investment products for international institutional investors, family offices and professional investors.
MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is entered in the Commercial Register of the Hamburg District Court, Department B, under 72691 and was listed in the Entry Standard segment of the Open Market of Deutsche Börse AG from 28 June 2012 to 28 February 2017. Since the start of March 2017, the shares of MPC Capital AG have been traded in the new "Scale" segment of Deutsche Börse AG. "Scale" takes the place of the Entry Standard and is intended to represent a new quality segment for small and medium enterprises (SME) with access to the capital market.
The company's registered office is Hamburg, Germany.
Its address is: MPC Capital AG, Palmaille 67, 22767 Hamburg, Germany.
These interim consolidated financial statements were approved by the Management Board and released for publication on 18 August 2017.
The interim consolidated financial statements have been subjected to a review.
The interim consolidated financial statements as at 30 June 2017 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.
The accounting policies adopted for these interim consolidated financial statements, with one exception explained in the following paragraph, are the same as those for the consolidated financial statements as at 31 December 2016. The same applies to the consolidation principles and methods.
The adjustments to the annual financial statements in line with the changes made to HGB under the German Accounting Directive Implementing Act (BILRUG), including the altered definition of revenue, did not lead to material changes that would have impaired comparability with previous years.
The following companies were fully consolidated for the first time in the first half of the 2017 financial year:
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 | 14,806 |
| B. Current assets | 3,760 |
| Assets | 18,566 |
| A. Equity | 892 |
| B. Provisions | 72 |
| C. Liabilities | 17,601 |
| Equity and liabilities | 18,566 |
Note: Rounding differences may occur
The fixed assets mainly comprise investments in shipping projects.
The above changes in consolidation do not materially impair the comparability of the Consolidated Income Statement with the previous year.
| Acquisition/production cost | ||||||
|---|---|---|---|---|---|---|
| As at | As at | |||||
| 01/01/2017 | Additions | Disposals | 30/06/2017 | |||
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | |||
| I. | Intangible assets | |||||
| 1. | Purchased concessions, indus trial rights and software |
2,120 | 12 | 67 | 2,065 | |
| 2. | Goodwill | 26,754 | 0 | 0 | 26,754 | |
| 28,874 | 12 | 67 | 28,819 | |||
| II. | Tangible assets | |||||
| 1. | Leasehold improvements | 1,157 | 1 | 0 | 1,158 | |
| 2. | Other fixtures and fittings, | 2,802 | 117 | 0 | 2,919 | |
| operating and office equipment | ||||||
| 3,959 | 118 | 0 | 4,077 | |||
| III. | Financial assets | |||||
| 1. | Shares in affiliated companies | 4,250 | 176 | 95 | 4,331 | |
| 2. | Equity investments | 48,790 | 15,046 | 1,067 | 62,769 | |
| 3. | Other loans | 5,173 | 2,717 | 0 | 7,890 | |
| 58,213 | 17,939 | 1,162 | 74,990 | |||
| Fixed assets | 91,046 | 18,069 | 1,229 | 107,886 |
| Depreciation and amortisation | Carrying amount | ||||
|---|---|---|---|---|---|
| As at | As at | On | On | ||
| 01/01/2017 | Additions | Disposals | 30/06/2017 | 30/06/2017 | 31/12/2016 |
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 |
| 2,093 | 7 | 67 | 2,033 | 32 | 27 |
| 18,413 | 792 | 0 | 19,205 | 7,549 | 8,341 |
| 20,506 | 799 | 67 | 21,238 | 7,582 | 8,368 |
| 1,140 | 7 | 0 | 1,147 | 11 | 17 |
| 2,470 | 87 | 0 | 2,557 | 362 | 332 |
| 3,610 | 94 | 0 | 3,704 | 373 | 349 |
| 3,949 | 0 | 0 | 3,949 | 382 | 301 |
| 24,995 | 0 | 196 | 24,799 | 37,969 | 23,795 |
| 0 | 0 | 0 | 0 | 7,889 | 5,173 |
| 28,944 | 0 | 196 | 28,748 | 46,240 | 29,268 |
| 53,060 | 893 | 263 | 53,690 | 54,194 | 37,986 |
The development of intangible assets is presented in the Consolidated Statement of Changes in Fixed Assets for the MPC Capital Group.
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.
Leasehold improvements as well as operating and office equipment account for the bulk of tangible assets.
No write-downs were made.
Equity investments are made up as follows:
| 30/06/2017 | 31/12/2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| 1. Equity investments in associated companies | 15,639 | 1,604 |
| CSI Beteiligungsgesellschaft mbH* | 12,925 | 0 |
| Aurum Insurance Ltd. | 661 | 661 |
| MPC Global Maritime Opportunities S.A., SICAF | 616 | 0 |
| Global Vision AG | 496 | 496 |
| Breakwater Insurance Brokers Ltd. | 395 | 385 |
| Breakwater Shipbrokers GmbH | 170 | 0 |
| Miscellaneous equity investments in associates | 376 | 62 |
| 2. Other equity investments | 22,340 | 22,191 |
| HCI Deepsea Oil Explorer KG and MPC Deepsea Oil Explorer KG | 9,620 | 9,620 |
| MPC Student Housing Venture I geschl. Investment-GmbH & Co. KG | 4,001 | 4,001 |
| Mr. T Holding B.V. | 1,439 | 1,439 |
| Transit Holding B.V.* | 761 | 0 |
| AT&C Amstel Holdings B.V. | 746 | 746 |
| Stille Beteiligungen MPC Ferrostaal IT Services GmbH & Co. KG | 680 | 680 |
| Kapitaal Transit Holding | 605 | 605 |
| Zestien B.V. | 600 | 600 |
| US Opportunity Partners Fonds** | 485 | 632 |
| Other equity investments in fund limited partnerships | 3,403 | 3,868 |
| Equity investments | 37,979 | 23,795 |
* = These equity investments were acquired in the 2017 financial year
In the second quarter of the financial year MPC Capital AG was able to launch a Norwegian investment company, MPC Container Ships AS, Oslo, with a focus on smaller container ships between 1,000 and 3,000 TEU and place it with a volume totalling USD 175 million. MPC Capital AG participated in this company as co-investor through CSI Beteiligungsgesellschaft mbH, Hamburg, in keeping with its investment strategy.
The other loans are predominantly loans with a medium term of up to five years. The rise in other loans is attributable to long-term investments especially in real estate projects.
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 | ||
| Trade receivables | 30/06/2017 | 8,265 | 8,265 | 0 | 0 |
| 31/12/2016 | 3,086 | 3,086 | 0 | 0 | |
| Receivables from affiliated companies | 30/06/2017 | 115 | 115 | 0 | 0 |
| 31/12/2016 | 116 | 116 | 0 | 0 | |
| of which other assets | 30/06/2017 | 115 | 115 | 0 | 0 |
| - | 31/12/2016 | 116 | 116 | 0 | 0 |
| 30/06/2017 | 16,654 | 13,153 | 3,306 | 195 | |
| Receivables from other long-term investees and investors | 31/12/2016 | 13,424 | 9,923 | 3,306 | 195 |
| of which from joint ventures - |
30/06/2017 | 238 | 238 | 0 | 0 |
| 31/12/2016 | 238 | 238 | 0 | 0 | |
| 30/06/2017 | 1,611 | 1,611 | 0 | 0 | |
| of which from associated equity investments - |
31/12/2016 | 465 | 465 | 0 | 0 |
| 30/06/2017 | 14,495 | 10,994 | 3,306 | 195 | |
| of which from fund companies - |
31/12/2016 | 12,391 | 8,890 | 3,306 | 195 |
| 30/06/2017 | 310 | 310 | 0 | 0 | |
| of which from other equity investments - |
31/12/2016 | 330 | 330 | 0 | 0 |
| 30/06/2017 | 11,393 | 11,393 | 0 | 0 | |
| of which trade receivables - |
31/12/2016 | 9,151 | 9,151 | 0 | 0 |
| 30/06/2017 | 5,261 | 1,760 | 3,306 | 195 | |
| - of which other assets | 31/12/2016 | 4,273 | 772 | 3,306 | 195 |
| 30/06/2017 | 17,709 | 16,987 | 722 | 0 | |
| Other assets | 31/12/2016 | 13,432 | 12,711 | 722 | 0 |
| 30/06/2017 | 42,744 | 38,521 | 4,028 | 195 | |
| Receivables and other assets | 31/12/2016 | 30,059 | 25,836 | 4,028 | 195 |
Other assets are composed as follows:
| 30/06/2017 | 31/12/2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Collateral provided | 6,639 | 5,108 |
| Loan receivables | 5,395 | 2,411 |
| Income tax receivables | 2,212 | 2,708 |
| Disbursements | 1,520 | 762 |
| Receivables from insurance cases | 750 | 751 |
| Receivables from employees | 254 | 223 |
| Miscellaneous assets | 939 | 1,469 |
| Other assets | 17,709 | 13,432 |
The rise in other assets results mainly from the short-term granting of loans to real estate project companies.
Bank balances and cash in hand are made up as follows:
| 30/06/2017 | 31/12/2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Bank balances | 27,446 | 65,574 |
| Cash in hand | 8 | 8 |
| Bank balances, cash in hand | 27,453 | 65,581 |
A detailed analysis of changes in cash and cash equivalents is shown in the consolidated cash flow statement.
The details of the changes in equity are shown in the consolidated statement of changes in equity.
The share capital of the company as at 30 June 2017 remains unchanged at EUR 30.4 million (31 December 2016: EUR 30.4 million).
The authorisation of the Management Board by the Annual General Meeting on 21 June 2016 to increase the share capital of the company, with the approval of the Supervisory Board, on one or several occasions until 20 June 2021 by the remaining amount of up to a total of EUR 6.1 million through the issuance of up to 6,085,583 new no-par-value shares against cash or non-cash contributions (Authorised Capital 2016) was cancelled at the Annual General Meeting on 8 June 2017.
The Management Board was authorised by the Annual General Meeting on 8 June 2017 to increase the share capital of the company, with the approval of the Supervisory Board, on one or several occasions until 7 June 2022 by up to a total of EUR 15,213,958.00 by the issuance of up to 15,213,958 new no-parvalue shares against cash or non-cash contributions (Authorised Capital 2017).
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
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 2017.
Additional paid-in capital remained unchanged at EUR 47.9 million as at 30 June 2017 (31 December 2016: EUR 47.9 million).
In the previous year, the net retained profits for 2016 were allocated in full to retained earnings in keeping with the proposal on the appropriation of profit in the individual financial statements of MPC Capital. The retained earnings amounted to an unchanged EUR 5.1 million as at 30 June 2017 (31 December 2016: EUR 5.1 million).
Subscription rights pursuant to Section 160 (1) No. AktG:
During the financial year the Management Board and the Supervisory Board resolved to establish a stock option plan for those employees of MPC Capital and its affiliated companies who participate in profitsharing ("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:
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").
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 2018.
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 the present Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") 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.
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.
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 233,594 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.
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 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:
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").
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 24 June 2018.
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 the present Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") 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.
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.
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 49,005 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.
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 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:
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").
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 24 June 2018.
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 the present Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") 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.
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.
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 22,260 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.
Depreciation and amortisation are made up as follows:
| 30/06/2017 | 31/12/2016 | |||
|---|---|---|---|---|
| EUR '000 | EUR '000 | |||
| 1. | Provisions for taxes | |||
| for current taxes | 4,255 | 4,872 | ||
| 2. | Other provisions | 12,237 | 24,164 | |
| a) | Provisions for legal and consultancy expenses | 6,749 | 7,519 | |
| b) | Provisions for expected losses | 2,264 | 4,529 | |
| c) | Provisions for personnel expenses | 1,827 | 4,004 | |
| d) | Provisions for audit of annual financial statements | 278 | 331 | |
| e) | Provisions for commissions | 195 | 237 | |
| f) | Provisions for outstanding invoices | 165 | 597 | |
| g) | Provisions for Supervisory Board remuneration | 52 | 120 | |
| h) | Provisions for restructuring costs | 0 | 5,445 | |
| i) | Miscellaneous provisions | 707 | 1,382 | |
| Provisions | 16,492 | 29,036 |
Note: Rounding differences may occur
The decrease in other provisions results in particular from the success of MPC Capital AG in negotiating early release from the obligations to meet restructuring costs at project level. This move reduced the provisions created for that purpose by EUR 5,445 thousand.
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 | |||
| 30/06/2017 | 1,971 | 297 | 1,674 | 0 | ||
| 1. | Liabilities to banks | 31/12/2016 | 2,282 | 401 | 1,881 | 0 |
| 30/06/2017 | 1,000 | 1,000 | 0 | 0 | ||
| 2. | Trade payables | 31/12/2016 | 347 | 347 | 0 | 0 |
| 30/06/2017 | 119 | 119 | 0 | 0 | ||
| 3. | Liabilities to affiliated companies | 31/12/2016 | 11 | 11 | 0 | 0 |
| of which from other liabilities - |
30/06/2017 | 119 | 119 | 0 | 0 | |
| 31/12/2016 | 11 | 11 | 0 | 0 | ||
| 4. | Liabilities to other long-term investees and | 30/06/2017 | 1,958 | 1,958 | 0 | 0 |
| investors | 31/12/2016 | 2,473 | 2,473 | 0 | 0 | |
| of which from other liabilities | 30/06/2017 | 1,958 | 1,958 | 0 | 0 | |
| - | 31/12/2016 | 2,473 | 2,473 | 0 | 0 | |
| 5. | Other liabilities | 30/06/2017 | 5,827 | 1,343 | 4,483 | 0 |
| 31/12/2016 | 6,306 | 3,451 | 2,855 | 0 | ||
| of which taxes | 30/06/2017 | 639 | 639 | 0 | 0 | |
| - | 31/12/2016 | 2,415 | 2,415 | 0 | 0 | |
| Liabilities | 30/06/2017 | 10,875 | 4,717 | 6,157 | 0 | |
| 31/12/2016 | 11,419 | 6,683 | 4,736 | 0 |
Note: Rounding differences may occur
The bank liabilities comprise in particular one loan amounting to EUR 1,674 thousand for project financing for opportunistic US equity investments. Its repayment is tied to the future returns from these investments.
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.
Trade payables essentially include liabilities from legal and consultancy costs as well as from ongoing shipping operations.
Liabilities to other long-term investees or investors result in particular from unpaid contributions to fund companies and from distributions received.
Other liabilities are composed as follows:
| 30/06/2017 | 31/12/2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Liabilities from project financing loans | 4,432 | 2,835 |
| Wage tax liabilities | 633 | 609 |
| VAT liabilities | 6 | 67 |
| Liabilities from withholdings (capital gains tax and solidarity surcharge) | 0 | 1,740 |
| Miscellaneous | 756 | 1,055 |
| Other liabilities | 5,827 | 6,306 |
Note: Rounding differences may occur
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 19,231 thousand (31 December 2016: EUR 27,048 thousand) 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 6,880 thousand (31 December 2016: EUR 7,680 thousand). Future minimum lease payments from uncancellable operating leases amount to:
| 30/06/2017 EUR '000 |
31/12/2016 EUR '000 |
|
|---|---|---|
| Due within one year | 1,758 | 1,921 |
| Due between one and five years | 4,366 | 4,648 |
| Due in over five years | 756 | 1,111 |
| Rent and lease obligations | 6,880 | 7,680 |
The company has various leases for vehicles. These agreements end between 2017 and 2019 and do not include renewal options.
Contributions by limited partners held in trust amount to EUR 1,868.9 million (31 December 2016: EUR 1,937.6 million). 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, TVP manages bank deposits in trust in the amount of EUR 19.7 million (31 December 2016: EUR 21.0 million).
Revenue essentially results from the provision of services.
The table below shows a breakdown by revenue type and region:
| H1 2017 | H1 2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| by revenue types | ||
| Management services | 18,697 | 18,153 |
| Transaction services | 3,803 | 4,773 |
| Miscellaneous | 206 | 1 |
| Revenue | 22,706 | 22,927 |
| By region | ||
| Germany | 19,521 | 20,565 |
| Netherlands | 3,034 | 2,035 |
| Spain | 151 | 295 |
| Austria | 0 | 31 |
| Revenue | 22,706 | 22,927 |
Other operating income is made up as follows:
| H1 2017 | H1 2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Income from the reversal of provisions | 3,264 | 2,704 |
| Income from the reversal of write-downs on receivables | 189 | 584 |
| Income from changes in exchange rates | 152 | 446 |
| Realised income from changes in exchange rates | 152 | 103 |
| Unrealised income from changes in exchange rates | 0 | 343 |
| Prior-period income | 49 | 1,119 |
| Income from the reversal of the negative difference | ||
| from capital consolidation | 0 | 1,465 |
| Miscellaneous | 318 | 588 |
| Other operating income | 3,972 | 6,906 |
Note: Rounding differences may occur
The fall in other operating income mainly results from the previous year's reversal of the negative difference from capital consolidation. In addition, in the previous year sales tax refunds had prompted a marked rise in prior-period income.
Costs of purchased services in connection with the management and maintenance of real estate are a major component of this item.
Personnel expenses are composed as follows:
| H1 2017 | H1 2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Wages and salaries | -10,509 | -10,055 |
| Social security contributions | -1,529 | -1,484 |
| Personnel expenses | -12,038 | -11,539 |
Note: Rounding differences may occur
There were 248 (1st half of 2016: 243) employees as at 30 June 2017.
Other operating expenses are composed as follows:
| H1 2017 | H1 2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Legal and consultancy costs | -3,030 | -3,956 |
| Expenses from currency translation differences | -1,544 | -585 |
| IT costs | -1,182 | -1,154 |
| Expenses for services to shipping limited partnerships | -1,057 | -1,108 |
| Cost of premises | -920 | -957 |
| Insurance and subscriptions | -616 | -572 |
| Personnel recruitment / other personnel expenses | -603 | -464 |
| Services | -505 | -545 |
| Travel and hospitality expenses | -426 | -426 |
| Advertising and events | -384 | -270 |
| Write-downs on receivables | -285 | -338 |
| Vehicle costs | -254 | -216 |
| Prior-period expenses | -247 | -440 |
| Communications costs | -201 | -173 |
| Miscellaneous expenses | -716 | -538 |
| Other operating expenses | -11,970 | -11,741 |
Note: Rounding differences may occur
The rise in other operating expenses is substantially attributable to exchange rate effects as at the reporting date; these were in turn almost entirely balanced out by the decline in legal and consultancy costs.
Income from equity investments amounting to EUR 633 thousand (1st half of 2016: EUR 556 thousand) originated mainly from profit distributions by co-investments.
Other interest and similar income amounting to a total of EUR 252 thousand (1st half of 2016: EUR 656 thousand) stem mainly from the loans of EUR 149 thousand (1st half of 2016: EUR 485 thousand) as well as from compounded interest effects from long-term provisions amounting to EUR 103 thousand (1st half of 2016: EUR 129 thousand).
There was no critical knowledge in the first half of 2017 that results in write-downs of financial assets.
The higher interest and similar expenses in the previous year resulted in particular from non-recurring interest expenses from the refinancing of a project in the Real Estate area amounting to EUR 3,975 thousand.
The breakdown of the result of associates and joint ventures carried at equity is as follows:
| H1 2017 | H1 2016 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| MPC Global Maritime Opportunities S.A., SICAF | 1,481 | -521 |
| Ikura Investment GmbH & Co. KG | 0 | 5,720 |
| Global Vision Private Equity Partners AG | 0 | 368 |
| Miscellaneous | 13 | 0 |
| Result of associates carried at equity | 1,494 | 5,567 |
Hamburg, 18 August 2017
Ulf Holländer Constantin Baack Peter Ganz Dr Roman Rocke
Chairman
To MPC Münchmeyer Petersen Capital AG
We have reviewed the condensed consolidated interim financial statements – comprising the condensed balance sheet, condensed income statement, statement of changes in equity, cash flow statement and condensed notes – as well as the interim management report of MPC Münchmeyer Petersen Capital AG, Hamburg, for the period from 1 January 2017 to 30 June 2017. The preparation of the condensed consolidated interim 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 interim 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 interim 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 interim 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, 30 August 2017
BDO AG Wirtschaftsprüfungsgesellschaft
Glaser Kaletta Wirtschaftsprüfer Wirtschaftsprüfer
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