Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Bauer AG Interim / Quarterly Report 2013

Nov 14, 2013

47_10-q_2013-11-14_1f18df7c-7429-45f6-befe-49f7a90c7f3f.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

Interim Report to September 30, 2013

GROUP KEY FIGURES JANUARY – SEPTEMBER 2013

IFRS in EUR million 09/2012 * 09/2013 Change 12/2012 *
Total Group revenues 1,063.2 1,109.5 4.4 % 1,445.6
of which
Germany
280.9 340.0 21.0 % 385.3
International 782.3 769.5 -1.6 % 1,060.3
International in % 73.6 69.4 n/a 73.3
of which
Construction
484.0 529.7 9.4 % 656.8
Equipment 444.2 473.6 6.6 % 596.1
Resources 191.3 146.9 -23.2 % 263.9
Other/Consolidation -56.3 -40.7 n/a -71.2
Consolidated revenues 1,027.8 1,057.5 2.9 % 1,385.9
Sales revenues 933.9 969.3 3.8 % 1,344.4
Orders received 1,088.3 1,161.2 6.7 % 1,480.6
Orders in hand 775.1 836.7 7.9 % 785.0
EBITDA 113.4 81.4 -28.2% 163.8
EBITDA margin in % (of sales revenues) 12.1 8.4 n/a 12.2
EBIT 45.7 13.4 -70.7 % 72.0
EBIT margin in % (of sales revenues) 4.9 1.4 n/a 5.4
Net profit or loss 6.6 -21.4 n/a 25.8
Capital investment in property, plant and equipment 70.2 64.6 -8.0 % 96.4
Shareholders' equity 450.2 421.1 -6.5 % 462.8
Equity ratio in % 27.3 25.5 n/a 30.3
Net assets 1,651.7 1,653.7 0.1 % 1,529.4
Earnings per share 0.36 -0.86 n/a 1.44
Return on equity after tax in % n/a n/a n/a 5.6
Employees (on average over the year) 10,151 10,256 1.0 % 10,253
of which
Germany
4,029 4,119 2.2 % 4,090
International 6,122 6,137 0.2 % 6,163

* See footnote on page 19

At variance with the consolidated revenues presented in the Group income statement, the total Group revenues presented here include portions of revenues from associated companies as well as revenues of non-consolidated subsidiaries and joint ventures.

Percentages are calculated on the basis of unrounded starting values (EUR thousand).

Summary

Total revenues of the BAUER Group for the fi rst nine months of 2013 were EUR 1,109.5 million, 4.4 percent above the previous year comparative (EUR 1,063.2 million). Group revenues are thus roughly in line with our plans and forecast, despite our Resources segment having missed its performance targets substantially. The reason for that shortfall was that expected large-scale projects have not in fact been contracted. As per the end of September, the Group's net loss for the period of EUR 21.4 million was well down against the previous year comparative (EUR 6.6 million profi t).

Following completion of the extensive well construction project executed by the Group's Resources segment in Jordan, the earnings forecast for the project has had to be adjusted downwards by some EUR 20 million. The contract to supply to the city of Amman has now been completed to a high level of technical success. Highly complex contract terms and project conditions substantially increased the cost of all the construction companies involved. We had expected to be able to resolve the issues by negotiation with the client, but due to a number of factors – including the diffi cult fi nancial situation in which Jordan fi nds itself, which is also a consequence of the ongoing refugee problems – we are faced by the prospect of a long-term dispute, and have had to assess our revenues much more cautiously as a result.

We are having to deal with these highly unsatisfactory developments in a year in which our overall earnings have turned out to be signifi cantly lower than expected owing to a wide variety of factors impacting on our international business. Our Equipment segment has had a slow year to date, and margins have come under considerable pressure as a result. Our sales of deep drilling rigs have not yet been as successful as we had hoped. Major delays on large-scale projects in our Construction segment also resulted in signifi cantly weaker contribution margins. The performance of the Resources segment has been overshadowed by the problems in Jordan.

In view of these factors, and the expected losses and reassessment of the risk situation, we have had to substantially lower our forecast. The revised forecast was made public in our ad-hoc release on October 28, 2013. The new forecast, projecting a full-year net loss of approximately EUR 20 million, is EUR 40 million below our previous expectation of a net profi t for the period of around EUR 20 million. We now expect EBIT of around EUR 25 million. This decrease refl ects the revaluation of the project in Jordan, the reduced earnings from the Equipment and Construction segments, as well as impairment charges and restructuring expenditure incurred as part of a cost-cutting programme. As the downturn is essentially due to one-off effects, we predict that earnings will recover to a healthy level again as early as next year. Orders in hand rose strongly to EUR 836.7 million (previous year: EUR 775.1 million) thanks to the healthy trend in the Construction segment and to the better order intake in the Equipment segment.

Due to these effects, we now expect to make a net loss of approximately EUR 20 million, with EBIT of around EUR 25 million, in the 2013 fi nancial year. The forecast total Group revenues remain unchanged at around EUR 1.5 billion.

We have for a number of years been subjecting our business to a very intensive system of risk analysis. The system analyzes our planning to point up a wide range of potential risks and assign levels of probability to them. Losses such as those in Jordan can never be entirely avoided in our business. On the other hand, opportunities also arise which were not originally included in our plans and forecasts. Consequently, full-year performance is dependent on the opportunities and risks, and the probability of their occurrence. This means that, in extreme cases, annual earnings may differ widely from planning targets. The 2013 earnings which we now expect are within the probability limits we calculated in the past. They are nevertheless extremely unsatisfactory, and we take this shortcoming very seriously.

We predict that, despite this unsatisfactory year, we will achieve slight growth again in 2014 and return a clearly positive result. We have also initiated a cost-cutting programme which will leverage savings of EUR 20 million. We will also be discontinuing a number of minor, economically challenging operations in order to focus fully on our core revenue generators.

The full-year loss now predicted would mean that the covenants regarding net debt to EBITDA agreed with banks in respect of promissory notes and some long-term loans could not be met. We expect that a reasonable solution will be found in consultation with our fi nancial partners. Covenants will be met again next year in line with the Group's fi nancial planning.

Course of Business and Background Conditions

GENERAL ECONOMIC CLIMATE

There are as yet no signs of calm returning to the turbulent global economic waters. The upheaval caused by the fi nancial crisis may have passed, and in the Arab countries revolution has given way to a concerted period of rebuilding, yet sources of trouble are still repeat-edly fl aring up to bring further uncertainty to the overall situation.

Syria narrowly avoided becoming the focus of international military intervention, as last-minute international diplomacy succeeded in fending off the seemingly inevitable. In the Arab world as a whole, these developments brought an immediate stop to many areas of activity. In Qatar, negotiations on the award of the many contracts in preparation for the football World Cup came to a virtual standstill. And in other countries, too, very few construction contracts were awarded.

On October 1st in the USA, many government offi ces were closed and hundreds of thousands of public servants were put on mandatory leave, as no agreement could be reached on a new budget. The Republican party exploited its dominance of the House of Representatives to boycott the President's health reform yet again. The damage caused to the global economy was apparently immaterial. Pleasingly, in mid-October a solution giving time for the necessary negotiations to resume was in fact found. In Italy, the debate surrounding former Prime Minister Silvio Berlusconi again brought about an impasse, leading to a renewed government crisis. In Germany, despite having a virtual majority of the popular vote, Chancellor Angela Merkel will have to negotiate hard in order to bring about a conservative infl uence in a coalition.

Given its present situation, Europe is having to rely more and more on Germany. Yet, with economic growth of less than one percent, it is diffi cult for Germany to provide that support. Fortunately, the country's carmakers can still count on outstanding sales from overseas markets. Their European markets are in something of a decline however, so even that pillar no longer offers the stability it once did.

All in all, the situation with regard to the global economy remains complex and inconsistent. All businesses must take great care to ensure that they adopt the right strategy in response to the situation. Our business, too, is confronted by a wide range of troubling issues. However, our broad-based, diversifi ed organization provides us with a sound foundation to overcome these diffi cult times. We will nevertheless have to deal with a degree of uncertainty for some years to come.

Despite all these problems, there are some fundamentally positive developments to report too however. The USA appears to be recovering strongly, based largely on the major competitive benefi t offered by low-cost energy production from fracking. This is helping to restore the USA's vitally important position as the main driver of global economic development. In the Far East, too, trends are heading in a positive direction. The smaller economies in particular, such as Indonesia, the Philippines and Malaysia, are in sound health. Despite having to deal with lower growth rates, China's economic prospects remain bright thanks to the enormously high demand levels in many sectors.

A key factor for the construction business is that there remains considerable backlogged demand all over the world. In Western Europe and North America, much too little has been invested in building projects over a period of many years. Part of the reason for this was the widespread belief that everything needed for the future had already been built. The backlog of investment in infrastructure and housing – such as roads, railways, waterways, power stations, or renewal of housing stocks – is massive. Despite public-sector budget constraints, the construction sector is likely to see healthy growth over the coming years, as the aforementioned work cannot be postponed any longer. Many emerging markets still have major infrastructural defi cits which need to be addressed. There will be a healthy economic situation here for the construction business for many years to come.

What cannot be expected to last any longer, however, is the enormous growth in construction activity seen in recent years in some countries such as China and India. Construction capacities in those countries are almost fully developed. Construction activity will remain at high levels, but the kind of double-digit annual growth rates seen previously will be very rare. This is of major signifi cance to construction machinery manufacturers especially, as they will not be able to exploit their customers' increasing capacity in future, but will be much more reliant on serving replacement demand. In view of the considerable capacities built up by construction machinery manufacturers in some countries, especially China, in order to feed the particularly high domestic demand during the boom, the years ahead will be marked more by overcapacity.

The BAUER Group regards itself as being in a strong position, despite these tough market conditions. The global structure of our business enables us to pursue the opportunities opened up by varying market trends. We have established a degree of fl exibility in our business which allows us to rapidly transfer capacities between regions, pulling out of declining markets in order to exploit more profi table growing ones elsewhere.

There are large numbers of major construction projects all around the world for which our expertise is in demand. We are currently working on a large-scale dam remediation project in the USA, as well as on foundation works for Europe's tallest building in St. Petersburg, Russia, and what will be the world's tallest building in Jeddah, Saudi Arabia. Another major infrastructure project being built in large part on our foundation piles is the long-distance bridge between Hong Kong and Macau. Further interesting prospects in the pipeline include work on new dams for hydroelectric power stations.

The four largest projects cited could not be launched as planned in the fi rst half of the year for a wide variety of reasons. Wide-ranging obstructions on the part of the clients, as well as a number of other causal factors, resulted in delays to the start of construction work, meaning that we were unable to achieve the planned revenues. This also led to a reduction in contribution margin. Pleasingly, all these projects are now progressing well in technical respects, so a marked improvement over the second half of the year will take place. However, we will not be able to entirely meet our planned full-year targets.

There is also a lot of work for our Resources segment. We are currently in a position to offer large-scale projects in the Arab region with our environmental services especially. Contract awards have unfortunately been delayed in this sector, too, so 2013 revenues will be substantially down against the previous year comparative.

Our Equipment segment will achieve slight growth this year. We cannot be satisfi ed with developments, however, as increased global competition in some of our product sectors is cutting margins, which in turn is impacting negatively on the segment's overall earnings. We do nevertheless believe that we are well set to meet the challenges of the future. Our strategy is aimed at extending business in custom machinery, from which we expect to continue generating adequate margins in future by virtue of our specialist know-how. Our new products for drilling underwater or for deep drilling in the oil, gas and geothermal energy sectors, as well as for emergency mine recovery, will enable us to serve some interesting markets in the years ahead. Our management reorganization has enabled us to open up a number of interesting new chances in the deep drilling rig sector in recent months.

OVERVIEW OF INTERNATIONAL MARKETS

Germany

The German construction market will see relatively positive growth over the coming years. The ongoing coalition negotiations are indicating that the parties involved will agree the need for major increases in spending on infrastructure over the years ahead. This will open up additional opportunities for us in particular.

The widely anticipated positive effects of the reversal of energy policy in Germany have unfortunately not been realized to date. Only the onshore wind power sector is generating healthy orders. The necessary north-to-south power transfer lines are not currently being implemented, and the development of offshore wind power has slowed down. Even the urgently required growth in conventional power station capacity is not happening due to a lack of clear policy framing.

Europe

Markets in Eastern Europe largely collapsed as a result of the fi nancial crisis. There have recently been signs of a slight upturn, though at a very low level. There are large numbers of new construction projects currently in planning in Russia especially, as the country utilizes its enormous raw material wealth to drive recovery more rapidly than in other countries in the region. The construction market in some regions, such as around St. Petersburg, is very active. The forecast for Eastern Europe overall is a generally positive trend.

We predict that growth on construction markets in Western Europe will be modest over the coming years. Many countries have had to impose strict budget constraints which will hamper the further development of their infrastructure. There are nevertheless a number of opportunities for us around the region, including in Switzerland. In the UK, we are working on major projects for the London Underground which will keep us busy over the period ahead.

Middle East & Central Asia

The oil-rich and gas-rich countries of the Middle East, such as Abu Dhabi, Saudi Arabia and Qatar, have lots of large-scale construction projects in the pipeline, and have suffi cient fi nancial resources to sustain their development plans strongly. In Qatar, major contracts were awarded in the fi rst half of the year for underground railway construction works as well as for many other construction projects in preparation for the football World Cup. Unfortunately, events in Syria and the renewed discussions concerning the World Cup have again led to a slowdown. The confi rmation by FIFA that the World Cup will indeed be hosted by Qatar, and the fact that the confl ict in Syria has not spread, does now appear to offer brighter prospects for growth. These developments will entail good opportunities once again for our businesses.

In view of the turbulence on Arab markets, the positive trend in Dubai is the most surprising development. Few people would have thought even two years ago that the market could recover as it has. Property developers are now starting to market major housing projects again, and they are enjoying great success.

Somewhat unexpectedly, in June of this year Egypt experienced a second revolution, which has again impeded the country's economic growth. Our local subsidiary was severely affected too, as on many construction sites work came to a standstill for a number of weeks. In such a situation it is very pleasing that, despite all the disturbances, our local subsidiary is forecast to increase its sales once again and maintain its earnings around the previous year's level. With healthy levels of orders in hand, we have good prospects for next year too.

Asia-Pacifi c, Far East & Australia

Construction markets in the Far East remain pleasingly stable. Almost every country in the region is undertaking major infra structure projects. In Hong Kong, construction sector capacities are being well utilized by extensive rail and road construction works. The same is true in Singapore and Malaysia. Economies such as Indonesia and the Philippines are also seeing healthy growth. By contrast, the Australian economy is not developing quite so positively. A decline in the construction sector is expected on the basis of current forecasts.

America

The situation now appears to be improving after a number of weak years. It is in the USA that there is the highest level of backlogged demand in many areas of infrastructure, arising from a lack of adequate investment over recent decades. Major efforts will be made over the coming years to make good this defi cit, and a positive side effect of this commitment will be a further boost to the economy. Overall, we regard the situation as stable, and offering good opportunities for further growth in both our Construction and Equipment segments. Trends on the construction market in Canada are likewise sound. Interesting projects are regularly arising in Central America.

Africa

In Africa, it will be worthwhile actively pursuing new business, even though the economic weakness of the countries concerned means the business generated will not make a major contribution to our total Group revenues overall.

In our global construction business, as well as in our Resources segment, alongside the regional changes already cited there are also some particularly strong opportunities arising from large-scale specialist projects. They include environmental remediation projects in the Arab region. One of the largest projects up for tender is the remediation of a dam in Iraq requiring extensive specialist foundation engineering works to a value in the billion euro range. No actual contract has yet been fi nally signed, as other government priorities in the region are signifi cantly slowing the progress of negotiations. Nevertheless, the matter is moving forward, if very slowly.

In general terms, our Equipment segment has similar opportunities to those of the Construction segment, as demand for construction machinery is very heavily dependent on construction markets.

In the Resources segment, alongside large-scale projects we see Africa, in particular, as offering strong opportunities for growth over the years ahead, as issues of water and raw material extraction play an increasingly important role. However, due to the current weakness of commodity markets, we will not be able to achieve the expected capacity utilization in some areas.

PERFORMANCE OF THE BAUER GROUP

In the fi rst nine months of 2013, total Group revenues of the BAUER Group increased by 4.4 percent over the same period last year to EUR 1,109.5 million. The Group's net loss for the period of EUR 21.4 million represented a EUR 28.0 million decline against the previous year comparative net profi t of EUR 6.6 million.

The approximately EUR 20 million decline in earnings stems from the reduction in originally expected earnings from the problematic project in Jordan. Our Construction segment has improved its earnings over the previous year comparative, while those of the Equipment segment are substantially down as a result of weaker margins. The Resources segment has returned a substantial loss because of the Jordanian project.

Group orders in hand continued to make healthy progress, increasing by 7.9 percent against the same period last year to EUR 836.7 million. This represents a slight decrease relative to the previous quarter, because major portions of existing large-scale construction projects were completed in the period. The very healthy levels of orders in hand in the specialist foundation engineering business in Germany, Malaysia, Hong Kong and the USA are especially pleasing, as are the levels in the mining sector, both within Germany and internationally.

Orders in hand in the Equipment segment remain at a relatively low level, though the trend is rising. They rose 15.1 percent compared to the previous year. Positive trends are being seen in the strong growth in our service business and in parts sales. The machines sold during the boom period are now reaching an age, after a number of years in operation, when they need major servicing and maintenance. The global increase in use of the machines is also generating higher demand for wearing parts.

All in all, the levels of orders in hand and the opportunities offered by the market provide a sound foundation for further growth in our business.

in EUR million Sep. 2012
Revenues
Sep. 2013
Revenues
Share
Sep. 2013
Change against
previous year
Orders
in hand
BAUER Spezialtiefbau GmbH (BST)
BST, Germany 78.3 85.8 7.7 % 9.6 % +
Subsidiaries, Germany 5.0 33.7 3.0 % n/a
BST, international 59.4 49.4 4.5 % -16.8 % +
Subsidiaries, international 344.9 392.9 35.4 % 13.9 % +
Construction BST Group total 487.6 561.8 50.6 % 15.2 % +
SCHACHTBAU NORDHAUSEN GmbH
incl. subsidiaries (SBN)
50.2 48.0 4.3 % -4.4 %
less intra-Group revenues and IFRS adjustments -53.8 -80.1 -7.2 %
Construction total 484.0 529.7 47.7 % 9.4 % +
BAUER Maschinen GmbH (BMA) 267.1 274.1 24.7 % 2.6 % -
Equipment subsidiaries 282.9 310.7 28.0 % 9.8 %
Equipment BMA Group total 550.0 584.8 52.7 % 6.3 % -
SBN 41.1 46.4 4.2 % 12.9 % -
less intra-Group revenues and IFRS adjustments -146.9 -157.6 -14.2 %
Equipment total 444.2 473.6 42.7 % 6.6 % -
BAUER Resources GmbH (BRE) 7.0 7.0 0.6 % 0.0 %
Resources subsidiaries 192.6 140.5 12.7 % -27.1 % -
Resources BRE Group total 199.6 147.5 13.3 % -26.1 % -
SBN 15.7 20.5 1.8 % 30.6 % ++
less intra-Group revenues and IFRS adjustments -24.0 -21.1 -1.9 %
Resources total 191.3 146.9 13.2 % -23.2 %
BAUER Aktiengesellschaft (BAG) 21.7 23.2 2.1 % 6.9 %
Other Other subsidiaries 1.7 1.7 0.2 % 0.0 %
less intra-Group revenues and IFRS adjustments 0.0 0.0 0.0 %
Total Other/services 23.4 24.9 2.3 % 6.4 %
less intra-Group revenues and IFRS adjustments -79.7 -65.6 -5.9 %
Group total (including minority interests) 1,063.2 1,109.5 100.0 % 4.4 %
of which: Germany 280.9 340.0 30.6 % 21.0 %
International 782.3 769.5 69.4 % -1.6 %

BREAKDOWN OF TOTAL GROUP REVENUES BY SEGMENT

Notes on the table:

List also includes non-consolidated holdings

Valuation of orders in hand relative to budgeted sales:

-- weak; - slightly weak; • adequate; + well adequate; ++ very well adequate Percentages and totals are calculated on the basis of unrounded starting values

Breakdown Germany/international according to country in which accounting figures were allocated. For reasons of complexity, the figures are not absolutely precise.

Trends in our Business Segments

CONSTRUCTION SEGMENT

CONSTRUCTION SEGMENT KEY FIGURES

in EUR '000 09/2012 * 09/2013 Change 12/2012 *
Total Group revenues 483,993 529,719 9.4 % 656,834
Sales revenues 431,518 474,912 10.1 % 579,069
Orders received 500,769 514,307 2.7 % 704,607
Orders in hand 473,604 497,675 5.1 % 513,087
EBIT 16,261 18,497 13.8 % 22,025
Net profit or loss 15 3,988 n/a 8,586
Employees (on average over the year) 5,400 5,523 2.3 % 5,454

* See footnote on page 19

The total Group revenues of the Construction segment amounting to EUR 529.7 million were 9.4 percent up on the previous year. The large-scale projects in Russia, Saudi Arabia, Hong Kong and the USA contributed substantially to the growth. EBIT (earnings before interest and taxes) increased from EUR 2.2 million in the previous year comparative period to EUR 18.5 million. Net profi t for the period rose from EUR 0.0 million to a EUR 4.0 million.

Bad weather conditions in the fi rst quarter and delayed starts to large-scale projects throughout the fi rst half of the year meant that we were not able to improve earnings signifi cantly above the previous year's level as planned. As all large-scale projects are now progressing well, we can nevertheless be satisfi ed with developments.

The trend in orders in hand in our Construction segment was pleasing. The fi gure of EUR 497.7 million was 5.1 percent up on the previous year comparative period, though down slightly against the half-year mark due to the completion of large-scale projects. We have plenty of projects in the pipeline in all our key markets, providing us with a sound basis to achieve our planned revenues. Alongside the large-scale international projects already mentioned, we have also acquired a number of major contracts within Germany which are already providing us with very good prospects for next year.

The other German construction companies in the Group have likewise achieved healthy order levels. SCHACHTBAU NORD-HAUSEN GmbH is seeing an increase in capacity utilization in the mining sector

An appraisal of ongoing market trends in the construction sector was presented in the "Overview of international markets" section above.

Full-year outlook

All in all, we expect our Construction segment to achieve healthy revenue growth in 2013. Earnings will be around the previous year comparative level.

EQUIPMENT SEGMENT

EQUIPMENT SEGMENT KEY FIGURES

in EUR '000 09/2012 * 09/2013 Change 12/2012 *
Total Group revenues 444,188 473,578 6.6 % 596,086
Sales revenues 326,126 357,068 9.5 % 520,576
Orders received 460,358 522,631 13.5 % 592,959
Orders in hand 140,867 162,137 15.1 % 113,084
EBIT 20,361 13,311 -34.6 % 33,976
Net profit or loss 2,451 -3,402 n/a 8,896
Employees (on average over the year) 2,953 2,987 1.2 % 2,952

* See footnote on page 19

Total Group revenues in the Equipment segment in the fi rst nine months of this year rose by 6.6 percent against the previous year comparative to EUR 473.6 million. Sales revenues increased by 9.5 percent to EUR 357.1 million. Segment EBIT fell signifi cantly against the previous year comparative, from EUR 20.4 million to EUR 13.3 million. The reasons for the decrease were weaker margins, because signifi cantly fewer large rigs were sold this year than last. This was because – purely by chance – there were fewer projects on the market requiring such machines. Increased competition – especially from China – additionally impacted on margins.

Against a net profi t of EUR 2.5 million in the previous year comparative period, the segment made a net loss of EUR 3.4 million in the current year. The fall in earnings is also attributable to a EUR 1.5 million increase in tax expenditure compared to the previous year, linked to the very widely varying earnings performance in the countries where sales were made. Orders in hand in the Equipment segment rose slightly to EUR 162.1 million (previous year: EUR 140.9 million). No major growth has been achieved since the recovery in markets following on from the fi nancial crisis in 2010 however. Business continued to be very short-term in nature. Specialist foundation engineering machinery customers expect immediate delivery after ordering.

Markets

Construction machinery markets remain enormously volatile. This is a consequence of global economic trends in recent years. Enormous machinery manufacturing capacities were built up in China during the boom years. The country's manufacturers believed that the boom would last forever, and attempted to boost the market even further with generous fi nancing promises. The consequence of this approach has been major overcapacity, and the manufacturers have had to limit their fi nancing promises too, causing the construction machinery market to contract further still.

These changes have also brought some positive aspects for us. Our customers realize that such past selling practices were based on unrealistic assumptions, and they recognize the solidity of a vendor such as Bauer. Consequently, our products and services are now being appreciated more.

Arab markets remain quite tough. Whenever the political situation seems to be stabilizing, enquiries rise dramatically. But as soon as new destabilizing factors arise, such as the potential military intervention in Syria discussed following the use of chemical weapons there, the region immediately comes to a complete standstill yet again. At present, prospects appear brighter. We expect new construction projects to begin again now, especially in Qatar in preparation for the country's hosting of the football World Cup European markets remain very weak due to the ongoing euro crisis. Markets in Central and South America have also slowed. By contrast, a number of markets around the world are seeing very healthy growth. This is particularly true of countries in the Far East and Russia. The USA is also seeing a positive trend.

Based on our new products for deep drilling and other specialist foundation engineering techniques, we believe we are well equipped to balance out market fl uctuations and achieve continued overall growth despite global inconsistencies.

During the third quarter, we completed the move to our new plant in Tianjin, China. This marks the end of all the major construction works undertaken in recent years, and means we can now focus on our markets without the additional cost of building. The improvement in revenues means also that our plants will again be working at higher capacity, so earnings will likewise improve. We can also expect to see increased demand for large rigs in future. Thanks to our many new products, we expect capacity utilization to further improve in the year ahead.

Full-year outlook

We expect full-year sales in our Equipment segment to grow strongly against the previous year. Earnings will be down against the previous year due to weaker margins.

RESOURCES SEGMENT

RESOURCES SEGMENT KEY FIGURES

in EUR '000 09/2012 * 09/2013 Change 12/2012 *
Total Group revenues 191,327 146,854 -23.2 % 263,916
Sales revenues 175,896 136,984 -22.1 % 244,273
Orders received 183,559 164,947 -10.1 % 254,300
Orders in hand 160,675 176,920 10.1 % 158,827
EBIT 8,710 -19,459 n/a 15,196
Net profit or loss 2,169 -23,890 n/a 5,664
Employees (on average over the year) 1,529 1,463 -4.3 % 1,367

* See footnote on page 19

In the fi rst nine months of 2013, our Resources segment saw its total Group revenues fall by a substantial 23.2 percent to EUR 146.9 million. This performance needs to be seen in the light of the base-line fi gure, refl ecting a strong rise seen in the previous year comparative period thanks to a number of large-scale projects which had brought about a 15.2 percent year-on-year increase in revenues in the fi rst nine months of 2012 compared with 2011. So the decline this year is largely attributable to the substantially lower revenues from large-scale projects. Segment EBIT of EUR -19.5 million was well down against the previous year comparative (EUR +8.7 million). The net result for the period deteriorated from a EUR 2.2 million profi t to a net loss of EUR 23.9 million. The reasons for this were as follows:

  • The earnings forecast has had to be adjusted downwards by some EUR 20 million following completion of the extensive well construction project executed by the segment in Jordan. The adjustment was made necessary owing to the complex conditions under which the project was operated, which substantially increased the costs of the construction companies involved. Moreover, the fi nancial diffi culties being experienced by Jordan have meant that no settlement has yet been obtained. This change has also entailed some minor impairment losses.
  • At the start of the year, we were very much expecting up to two large-scale projects to be contracted. These have not yet come to fruition, resulting in a higher fi xed cost burden on the segment.
  • Moreover, reduced demand meant that our companies manufacturing well engineering materials were not profi table.

Segment earnings are extremely unsatisfactory due to the one-off effect from the project in Jordan. In this area especially, we have initiated a very detailed cost-cutting programme for the future which should allow us to return to a small profi t as early as next year. We remain convinced that the Resources segment is a highly valuable complement to our existing construction and machinery manufacturing operations. A one-off effect such as in Jordan will not discourage us in our concerted efforts to achieve success in this segment in the future.

The segment has healthy levels of orders in hand totalling EUR 176.9 million, though that fi gure in the core business is somewhat down against the peaks seen in the past. The Mining division of SCHACHTBAU NORDHAUSEN GmbH accounts for an outstanding EUR 50.2 million of the total. Negotiations are currently being conducted in respect of other potential large-scale projects in Oman and other Arab countries.

Full-year outlook

We see further healthy opportunities for growth over the coming years in the Resources segment. However, we predict that total Group revenues will be signifi cantly lower than last year owing to the shortfall stemming from the large-scale projects. A signifi cant loss will be made.

Earnings, Financial and Net Asset Position

Our consolidated balance sheet and income statement continue to bear the marks of the years following the fi nancial crisis, which entailed the need for signifi cantly higher funding of our business. Up-front fi nancing of our works additionally rose substantially in relation to a number of major construction projects. That change will continue to impact on us through 2013. Our Equipment segment, too, is still clearly showing the impact of its much increased up-front fi nancing requirements, resulting from the need to hold more stocks due to shortened delivery lead times. The key changes brought about by the shift in markets over recent years are refl ected as follows:

  • Our business is becoming ever more asset-intensive. The projects being executed by our construction companies worldwide are becoming larger and more complex. This also requires larger and more expensive machinery. Consequently, old equipment has to be replaced by higher-grade machinery, and so our fi xed assets rise slightly relative to business volumes. This trend is in fact positive in terms of income, as the competition for complex projects tends to be less. Unfortunately, we will also encounter random gaps in demand from time to time, and they have impacted on us particularly this year.
  • Our inventories of fi nished goods and work in progress are much higher than before the crisis, and they will remain largely at that level. We have thus returned to a situation as it was prior to the boom period. During the boom, our customers needed their equipment delivered as soon as possible. Therefore, machines could not be held for any length of time either in production or in stock. They were more or less "grabbed" as soon as they rolled off the assembly line. Today the situation has normalized again, resulting in higher inventory levels. The major volatility on individual markets is repeatedly generating unavoidable peaks in inventory levels. We are making major efforts to fi nd solutions which will reduce these fl uctuations.
  • In the construction sector, the somewhat weaker market conditions mean that customers can extend payment terms. Payment practices have also deteriorated. This leads to higher costs for up-front fi nancing of ongoing site operations.

Moreover, it is normal in the specialist foundation engineering and related equipment business that the fi nancing needs of the companies concerned increase substantially in the early months and only decrease again towards the end of the year. This effect is attributable fi rstly to the payment practices of our customers, but also stems from the seasonal nature of the business and the necessity to boost production at the start of the year in order to make deliveries in the summer when sales rise. This results in a signifi cant in-year rise in working capital. The same factors will have the opposite effect at the year-end.

On the balance sheet, material changes have occurred in relation to provisions for defi ned benefi t plans, shareholders' equity and deferred taxes resulting from the fi rst-time adoption of IAS 19 R. The change also entailed an adjustment of the previous year's fi gures.

Provisions for defi ned benefi t plans were increased by EUR 28.2 million on the 2012 year-end balance sheet, and consequently also in the 2013 third-quarter report. As per December 31, 2012 this resulted in an increase in provisions for defi ned benefi t plans from EUR 51.9 million to EUR 80.1 million. The change is linked to the currently low market interest rates, which arithmetically result in a higher provision. The difference did not have to be recognized earlier due to a corridor provision.

Within the contra-item increasing the provisions for defi ned benefi t plans, EUR +7.9 million related to deferred tax assets, EUR -20.1 million to the shareholders' equity in BAUER AG, and EUR -0.2 million to shareholders' equity attributable to minority interests. The equity ratio at the 2012 year-end decreased as a result of this matter from 31.8 percent to 30.3 percent. Net assets increased by EUR 7.9 million. The company will experience a long-term effect from this change to the balance sheet. Our aim is to return to a 33 percent equity ratio soon. All other disclosures relate to the adjusted balances.

Net assets increased by 8.1 percent in the fi rst nine months of 2013 relative to the 2012 year-end. Against the previous year's balance sheet to September, the increase was just 0.1 percent. The change relative to the year-end includes the initial consolidation of the subsidiary in Russia which is carrying out the large-scale project in St. Petersburg. The only very small rise in net assets compared to the same period last year is also linked to exchange rate effects. Based on the change in shareholders' equity, it can be estimated that net assets would have increased additionally by approximately two percent without this exchange rate effect. Our medium-term target is a substantial reduction in net assets relative to total Group revenues.

EARNINGS

The consolidated revenues shown in the Group's earnings statement increased by 2.9 percent against the previous year comparative period to EUR 1,057.5 million. The changes in inventories item decreased slightly to EUR 53.0 million. The other capitalized goods and services for own account item, which mainly relates to the equipment required for our own in-house construction operations, amounted to EUR 13.6 million in the fi rst nine months of the year. Other income decreased by EUR 3.6 million to EUR 21.6 million. Sales revenues in themselves totalled EUR 969.3 million, 3.8 percent up on the previous year comparative.

The cost of materials, staff costs, depreciation and amortization and other operating expenses items in the income statement rose somewhat more than the revenues overall, so also contributing to the decline in earnings. This demonstrates that, in addition to the special effects detailed, the fi rst nine months were also marked by weaker margins.

Cost of materials increased signifi cantly, by 7.3 percent. In the Construction segment's service business, the distribution of costs between years often varies very considerably owing to the order structure. Staff costs increased by 7.9 percent, due to the higher volumes in the Construction segment – especially on large-scale projects and labour-intensive countries – and the general increase in pay rates in our industry.

Depreciation of fi xed assets increased by 6.8 percent. Write-downs of inventories due to use decreased by EUR 3.4 million, because fewer machines were hired out.

Financial expenses decreased by 1.9 percent against the previous year. The substantial EUR 3.7 million rise in fi nancial income is notable. Most of the increase resulted from derivative transactions to hedge our interest rate structure.

Income tax expense decreased slightly to EUR 4.9 million (previous year: EUR 5.3 million), refl ecting the decrease in earnings relative to the previous year comparative excluding special effects. No positive tax effects derive from the special loss items, particularly in Jordan. The generally higher tax expenditure arises because subsidiaries' losses are set against profi ts. The taxation effects cannot be offset. The tax expense will normalize again by the year-end in respect of earnings excluding special effects. We expect that the full-year income tax rate will ultimately be similar to that of last year.

The net result for the period deteriorated against the previous year's profi t of EUR 6.6 million to a loss of EUR 21.4 million.

FINANCIAL POSITION

The fi nancial position is weaker than planned owing to the loss made. Based on the growth, we expect to see a slight increase in working capital and net debt over the full year. The Group's 2013 fi nancing requirement has already been covered by the long-term refi nancing measures undertaken last year.

Our promissory notes, and some of the long-term loans taken out previously, are subject to credit clauses linked to predetermined fi nancial variables (covenants). These are a ratio of net debt to EBITDA below 4 and 4.75 respectively, of EBITDA to net interest coverage above 2.8, and an equity ratio above 25 percent. The ratios are analyzed solely on the basis of year-end fi gures.

In view of the loss returned in the current year, it is highly unlikely that we will be able to meet the net debt to EBITDA covenant. Such a situation can arise in a business characterized by high individual risks, if those risks occur. We expect that a reasonable solution will be found in consultation with our fi nancial partners. Covenants will be met again next year in line with the Group's fi nancial planning.

NET ASSET POSITION

The net assets shown on the balance sheet increased by 8.1 percent against the 2012 year-end and by 0.1 percent relative to September of the previous year. An in-year increase is normal in our business, for the reasons already outlined. The increase in net assets at the year-end should be slightly less than the rate of rise in revenues.

Fixed assets have decreased slightly relative to the 2012 year-end. Non-current assets have decreased by 1.2 percent overall. The inventories (particularly fi nished goods and work in progress and stock for trade) and the receivables refl ect the annual recurring seasonal effect. The level of up-front fi nancing for our projects and inventories has therefore risen accordingly. Cash and cash equivalents rose by EUR 2.4 million against the year-end fi gure. Current assets have barely changed relative to the previous year comparative period (+0.1 percent).

On the Equity and Liabilities side, shareholders' equity decreased by EUR 41.7 million. This refl ects the loss made as well as the dividend payment totalling EUR 6.6 million (of which EUR 1.4 million to minority interests). The fi gure was further reduced by shifts in exchange rates amounting to EUR 10.2 million as well as by effects linked to initial consolidations, derivative fi nancial instruments and changes in interest rates under provisions for defi ned benefi t plans.

The usual seasonal additional fi nancing requirement was mainly covered by borrowings. In this context, non-current fi nancial liabilities decreased by EUR 112.8 million relative to the year-end. Substantial liabilities have been incorporated into the current fi nancial liabilities based on their due dates, thereby increasing them by EUR 285.3 million. Borrowings increased only slightly, by EUR 12.0 million, against the fi gure at September 30, 2012.

DEVELOPMENT OF THE BAUER AG SHARE

The Bauer share began 2013 with an upward trend. From its opening at EUR 19.79, the share price rose to its high for the year to date of EUR 23.05 on February 13th. Despite a minor setback towards the end of the month, the share held its level until mid-March, and up to then was out-performing the DAX and SDAX indices. The share price subsequently fell back more than the general market, dropping to EUR 18.86. From then on, it climbed back up in line with the general market trend, recovering its fi rst-quarter level of EUR 22.70 in mid-May. Following the announcement of a weak year-on-year fi rst quarter performance, the share price fell back steadily over the following weeks, dropping to EUR 18.18 by mid-July. A brief recovery up to the EUR 20 mark was stopped by the revised earnings forecast necessitated due to the weak halfyear interim fi gures as announced by the ad-hoc release on August 1st. The share price dipped substantially following the release, and on August 5th reached its low for the year to date of EUR 17.33. By the end of September, the share closed at EUR 18.50. During October it initially rose to EUR 21.95. The ad-hoc release announcing the revised earnings forecast published after close of electronic trading on October 28th saw the share price fall dramatically the following day, by approximately 16 percent. The Bauer share ended October at EUR 18.14.

HUMAN RESOURCES

The number of employees has not changed substantially from the levels at the year-end. The large-scale international projects repeatedly result in signifi cant fl uctuations between the individual Group segments. The trend in employee numbers is within the scope of our planning. Overall, on average over the year, we currently employ 10,256 people worldwide.

FOLLOW-UP REPORT

On October 28, 2013 an ad-hoc release announced a major revision of the annual earnings forecast, predicting that a net loss would be made for the full year. A large part of the effects have already been taken into account in the interim fi nancial statements to September 30, 2013, and the consequences for the Group's income statement and balance sheet to the year-end are set out in this interim report.

No other matters of special note which we would expect to have a material infl uence on the net asset, fi nancial and earnings position of the BAUER Group occurred after September 30, 2013.

OPPORTUNITIES AND RISKS

Major opportunities and risks are set out in the individual sections of this Interim Report. The likely failure to meet the net debt to EBITDA covenant to the 2013 year-end due to the expected net loss means that we will have to fi nd an appropriate solution in consultation with our fi nancial partners. Since our plan is to meet the covenant again already next year, we are confi dent that this task will be accomplished in a satisfactory manner. In addition, there has been no material change in risks since the Annual Report to December 31, 2012. Consequently, we refer back to the Group management report for fi nancial 2012.

FULL-YEAR OUTLOOK

The fi rst nine months of 2013 were not satisfactory for our Group overall. A number of special effects forced us, for the fi rst time in many years, to report a loss. As unsatisfactory as such events may be, they do make it easier to implement special measures across the Group. The revenue and earnings expectations for 2014 have been reviewed with all business units.

The overall picture which thus emerges is as follows:

  • We are planning to increase our revenues again slightly in 2014. In our Construction segment, current orders in hand enable us already to be very confi dent of easily meeting the revenue level of 2013. In the Equipment segment, based on the trend seen in 2013, and driven by the new machinery business, we regard further sales growth as a realistic prospect. Our Resources segment will see an increase in revenues.
  • In terms of earnings, we predict that all three segments will achieve positive results, enabling the Group next year to resume the trend seen in 2012. A EUR 20 million cost-cutting programme will additionally help us achieve those goals.

It is clear that our Group needs to deliver a strong response after a year of weakness. That is why we launched the costcutting programme back in September, which is being closely monitored in its implementation. It covers all cost elements and business units across the Group. In recent months, management staff have compiled a wide-ranging package of measures, which we will be rapidly implementing in order to safeguard our planned earnings even in the face of diffi cult conditions.

All in all, we are looking to the future in positive mood, despite the fact that we will unfortunately not be able to meet our full-year targets. There were simply too many one-off effects and disturbances around the world posing problems for us in 2013. We nevertheless remain committed to our policy of maintaining a broad international base, which provides us with very much greater security than if we were reliant on a small number of markets.

Based on the reasons set forth, in an ad-hoc release at the end of October we revised our forecasts for the full year 2013 as follows:

  • Total Group revenues of around EUR 1.5 billion.
  • Net loss of approximately EUR 20 million and EBIT of around EUR 25 million.

Despite the many disturbances being encountered worldwide, we continue to plan for growth in the mid-single digit percent range over the coming years.

As in previous years, we must again advise that – contrary to earlier boom years – the forecast revenues and earnings of the BAUER Group are subject to a much greater degree of uncertainty. The main reason for this is the persisting uncertainty regarding developments in many parts of the world.

All our management and staff, and our business partners too, are of course disappointed that we will be returning a loss this year. But they are now all the more determined to turn the situation around and drive the business forward into a successful future.

Interim Financial Statements of the BAUER Group

INCOME STATEMENT

in EUR '000
01.07. - 30.09.2012 * 01.07. - 30.09.2013 01.01. - 30.09.2012 * 01.01. - 30.09.2013
1. Sales revenues 328,462 361,060 933,891 969,326
2. Changes in inventories 9,780 110 60,074 52,988
3. Other capitalized goods and services for own account 3,953 7,231 8,625 13,642
4. Other income 6,924 6,819 25,188 21,584
CONSOLIDATED REVENUES 349,119 375,220 1,027,778 1,057,540
5. Cost of materials -171,724 -189,871 -518,265 -556,027
6. Staff costs -81,241 -92,672 -238,497 -257,466
7. Depreciation and amortization
a) Depreciation of fixed assets -19,050 -21,393 -55,675 -59,446
b) Write-downs of inventories due to use -4,227 -3,771 -11,981 -8,567
8. Other operating expenses -46,572 -62,586 -157,629 -162,679
OPERATING RESULT 26,305 4,927 45,731 13,355
9. Financial income 745 -1 2,588 6,276
10. Financial expenses -14,165 -14,072 -36,407 -35,709
11. Share of the profi t or loss of associated companies
accounted for using the equity method
-402 -216 25 -429
PROFIT BEFORE TAX 12,483 -9,362 11,937 -16,507
12. Income tax expense -3,101 -4,073 -5,337 -4,862
NET PROFIT OR LOSS 9,382 -13,435 6,600 -21,369
of which attributable to shareholders of BAUER AG 8,129 -7,018 6,146 -14,734
of which attributable to minority interests 1,253 -6,417 454 -6,635
in EUR / share 01.07. - 30.09.2012 * 01.07. - 30.09.2013 01.01. - 30.09.2012 * 01.01. - 30.09.2013
Basic earnings per share 0.47 -0.41 -0.36 -0.86
Diluted earnings per share 0.47 -0.41 -0.36 -0.86
Average number of shares in circulation (basic) 17,131,000 17,131,000 17,131,000 17,131,000
Average number of shares in circulation (diluted) 17,131,000 17,131,000 17,131,000 17,131,000

STATEMENT OF COMPREHENSIVE INCOME OF THE BAUER GROUP

in EUR '000 01.07. - 30.09.2012 * 01.07. - 30.09.2013 01.01. - 30.09.2012 * 01.01. - 30.09.2013
Net profit or loss 9.382 -13.435 6.600 -21.369
Income and expenses not transferred to profit and loss
Actuarial gains/losses from defi ned benefi t plans -2,421 0 -13,313 -1,417
Deferred taxes on defi ned benefi t plans with no
effect on profi t and loss
662 0 3,640 398
Income and expenses transferred to profit and loss
Market valuation of derivative fi nancial instruments -1,498 -216 -1,807 1,517
Included in profi t and loss 0 71 0 -964
Deferred taxes on fi nancial instruments with no
effect on profi t and loss
420 61 507 -426
Differences from currency translation -1,323 -8,132 2,471 -10,156
Other result after tax -4,160 -8,216 -8,502 -11,048
Total profit 5,222 -21,651 -1,902 -32,417
of which attributable to shareholders of BAUER AG 4,136 -14,880 -2,335 -24,618
of which attributable to minority interests 1,086 -6,771 433 -7,799

* Previous year figures adjusted; the change relates to the first-time adoption of IAS 19 R

BALANCE SHEET OF THE BAUER GROUP

ASSETS in EUR '000 31.12.2012 * 30.09.2013
A. NON-CURRENT ASSETS
I. Intangible assets 34,567 31,857
II. Property, plant and equipment and investment property 465,316 461,864
III. Investments accounted for using the equity method 13,133 9,936
IV. Participations 3,638 3,613
V. Deferred tax assets 28,161 32,497
VI. Receivables from concession arrangements 40,770 37,395
VII. Other non-current assets 8,597 8,922
VIII. Other non-current fi nancial assets 6,846 7,783
601,028 593,867
B. CURRENT ASSETS
I. Inventories 429,794 477,743
II. Receivables and other assets 448,836 529,402
III. Effective income tax refund claims 4,514 4,974
IV. Cash and cash equivalents 45,232 47,675
928,376 1,059,794
1,529,404 1,653,661
EQUITY AND LIABILITIES in EUR '000 31.12.2012 * 30.09.2013
A. SHAREHOLDERS' EQUITY
I. Equity of BAUER AG shareholders 429,579 397,117
II. Minority interests 33,205 23,994
462,784 421,111
B. NON-CURRENT LIABILITIES
I. Defi ned benefi t plans 80,080 83,018
II. Financial liabilities 465,085 352,245
III. Other liabilities 8,674 8,150
IV. Deferred tax liabilities 19,397 19,015
573,236 462,428
C. CURRENT LIABILITIES
I. Financial liabilities 190,542 475,887
II. Other liabilities 281,257 269,527
III. Effective income tax obligations 4,808 7,721
IV. Provisions 16,777 16,987
493,384 770,122
1,529,404 1,653,661

* Previous year figures adjusted; the change relates to the first-time adoption of IAS 19 R

CASH FLOW STATEMENT OF THE BAUER GROUP

in EUR '000 30.09.2012 30.09.2013
Cash flows from operating activities -21,569 -103,759
Cash flows from investing activities -62,461 -48,993
Cash flows from financing activities 107,769 148,174
Changes in liquid funds affecting payments 23,739 -4,578
Influence of exchange rate movements on cash -991 7,021
Total change in liquid funds 22,748 2,443
Cash and cash equivalents at beginning of reporting period 24,947 45,232
Cash and cash equivalents at end of reporting period 47,695 47,675
Change in cash and cash equivalents 22,748 2,443

STATEMENT OF CHANGES IN EQUITY OF THE BAUER GROUP

in EUR '000 Other revenue reserves and net earnings available for distribution
Subscribed
capital
Capital
reserve
Revenue
reserves
Currency
translation
reserve
Reconciling
item, IFRS
Hedging
transactions
reserve
Own
shares
Minority
interests
Total
As at 01.01.2012 73,001 38,404 306,836 10,019 10,387 -1,933 0 33,720 470,434
First-time adoption
of IAS 19 R
0 0 -9,206 0 0 0 -83 -9,289
Figures as at
01.01.2012 adjusted
73,001 38,404 297,630 10,019 10,387 -1,933 0 33,637 461,145
Net profit or loss 0 0 6,146 0 0 0 0 454 6,600
Differences from
currency translation
0 0 0 2,399 0 0 0 72 2,471
Change in actuarial
gains and losses
0 0 -13,183 0 0 0 0 -130 -13,313
Market valuation of
derivative financial
instruments
0 0 0 0 0 -1,807 0 0 -1,807
Deferred taxes with
no effect on profit
and loss
0 0 3,603 0 0 507 0 37 4,147
Total profit 0 0 -3,434 2,399 0 -1,300 0 433 -1,902
Changes in scope
of consolidation
0 0 -4 0 0 0 0 850 846
Dividend payments 0 0 -8,565 0 0 0 0 -1,337 -9,902
Other changes 0 0 0 0 0 0 0 0 0
As at 30.09.2012 73,001 38,404 285,627 12,418 10,387 -3,233 0 33,583 450,187
As at 01.01.2013 73,001 38,404 324,234 7,373 10,387 -3,722 0 33,398 483,075
First-time adoption
of IAS 19 R
0 0 -20,098 0 0 0 0 -193 -20,291
Figures as at
01.01.2013 adjusted
73,001 38,404 304,136 7,373 10,387 -3,722 0 33,205 462,784
Net profit or loss 0 0 -14,734 0 0 0 0 -6,635 -21,369
Differences from
currency translation
0 0 0 -9,001 0 0 0 -1,155 -10,156
Change in actuarial
gains and losses
0 0 -1,404 0 0 0 0 -13 -1,417
Market valuation of
derivative financial
instruments
0 0 0 0 0 553 0 0 553
Deferred taxes with
no effect on profit
and loss
0 0 394 0 0 -426 0 4 -28
Total profit 0 0 -15,744 -9,001 0 127 0 -7,799 -32,417
Changes in scope
of consolidation
0 0 -2,705 0 0 0 0 0 -2,705
Dividend payments 0 0 -5,139 0 0 0 0 -1,412 -6,551
Other changes 0 0 0 0 0 0 0 0 0
As at 30.09.2013 73,001 38,404 280,548 -1,628 10,387 -3,595 0 23,994 421,111

SEGMENT REPORTING OF THE BAUER GROUP

in EUR '000 Construction Equipment Resources Other
01.01. - 30.09. 2012 * 2013 2012 * 2013 2012 * 2013 2012 * 2013
Total revenues (Group) 483,993 529,719 444,188 473,578 191,327 146,854 23,391 24,923
Sales revenues with third parties 431,518 474,912 326,126 357,068 175,896 136,984 351 362
Sales revenues between
business segments
11,314 12,698 39,449 36,613 3,048 1,309 22,057 23,114
Changes in inventories -1,418 1,125 59,510 51,024 1,982 839 0 0
Other capitalized goods and
services for own account
287 477 3,165 3,377 20 218 0 0
Other income 12,811 8,428 13,812 11,133 3,256 2,405 334 633
CONSOLIDATED REVENUES 454,512 497,640 442,062 459,215 184,202 141,755 22,742 24,109
OPERATING RESULT 16,261 18,497 20,361 13,311 8,710 -19,459 399 579
Financial income 748 2,314 1,253 2,530 1,660 1,713 5,876 4,863
Financial expenses -15,099 -15,239 -16,650 -15,201 -8,132 -7,288 -3,475 -3,125
Share of the profit or loss of
associated companies accounted
for using the equity method
-344 -633 16 2 353 202 0 0
Income tax expense -1,551 -951 -2,529 -4,044 -422 942 -799 -665
NET PROFIT OR LOSS 15 3,988 2,451 -3,402 2,169 -23,890 2,001 1,652
31.12.2012 30.09.2013 31.12.2012 30.09.2013 31.12.2012 30.09.2013 31.12.2012 30.09.2013
SEGMENT ASSETS ** 555,983 598,360 748,335 805,073 283,996 276,950 298,535 276,738

ADDITIONAL INFORMATION ON THE INCOME STATEMENT

Depreciation and amortization

Depreciation of fixed assets -32,714 -35,233 -12,967 -12,089 -7,620 -9,915 -2,374 -2,497
Write-downs of inventories due to use 0 0 -11,981 -8,567 0 0 0 0

SEGMENT REPORTING OF THE BAUER GROUP

in EUR '000 Consolidation Group
01.01. - 30.09. 2012 2013 2012 * 2013
Total revenues (Group) -79,692 -65.553 1,063,207 1,109,521
Sales revenues with third parties 933,891 969,326
Sales revenues between
business segments
-75,868 -73.734 0 0
Changes in inventories 0 0 60,074 52,988
Other capitalized goods and
services for own account
5,153 9.570 8,625 13,642
Other income -5,025 -1.015 25,188 21,584
CONSOLIDATED REVENUES -75,740 -65.179 1,027,778 1,057,540
OPERATING RESULT 0 427 45,731 13,355
Financial income -6,949 -5.144 2,588 6,276
Financial expenses 6,949 5.144 -36,407 -35,709
Share of the profit or loss of
associated companies accounted
for using the equity method
0 0 25 -429
Income tax expense -36 -144 -5,337 -4,862
NET PROFIT OR LOSS -36 283 6,600 -21,369
31.12.2012 30.09.2013 31.12.2012 30.09.2013
SEGMENT ASSETS ** -357,445 -303,460 1,529,404 1,653,661

ADDITIONAL INFORMATION ON THE INCOME STATEMENT

Depreciation and amortization
Depreciation of fixed assets 0 288 -55,675 -59,446
Write-downs of inventories due to use 0 0 -11,981 -8,567

* Previous year figures adjusted; the change relates

to the first-time adoption of IAS 19 R

** Figures from the previous year shown in gross

Notes to the Financial Statements

1. GENERAL DISCLOSURES RELATING TO THE GROUP

BAUER Aktiengesellschaft, Schrobenhausen (referred to in the following as BAUER AG) is a stock corporation under German law. Its registered offi ce is at BAUER-Strasse in Schrobenhausen, and the company is entered in the Register of Companies of Ingolstadt under fi le reference HRB 101375.

The BAUER Group is a provider of services, machinery and ancillary products for ground and groundwater. The Group markets its products and services all over the world. The operations of the Group are divided into three segments: Construction, Equipment and Resources. BAUER AG has been listed on the SDAX stock market index since September 2006. Between September 2008 and September 2010, BAUER AG was also listed on the MDAX index.

These condensed consolidated fi nancial statements were released for publication on November 8, 2013.

Auditing

These condensed interim consolidated fi nancial statements and the interim Group management report have not been audited in accordance with section 317 of the German Commercial Code (HGB), nor have they been subjected to any review by an auditor.

2. BASES FOR COMPILING THE CONSOLIDATED FINANCIAL STATEMENTS

BAUER AG compiles its condensed interim consolidated fi nancial statements in accordance with International Financial Reporting Standards (IFRS), the requirements of the International Accounting Standards Board (IASB), London, and the Interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as applicable on the accounting reference date and recognized by the European Union. Only IASB Standards and Interpretations adopted by the Commission and duly published in the Offi cial Journal of the EU by the accounting reference date are applied.

The Interim Report to September 30, 2013 was prepared in condensed form on the basis of IAS 34, "Interim Financial Reporting", and as such does not include all the disclosures mandatory for full-year consolidated fi nancial statements.

These condensed interim consolidated fi nancial statements are based on the Group's consolidated fi nancial statements to December 31, 2012, and as such should be read in conjunction with the consolidated fi nancial statements of BAUER AG to December 31, 2012.

3. SCOPE OF CONSOLIDATION

The scope of consolidation includes BAUER AG and all major subsidiaries. Subsidiaries are all companies over which the parent has control in terms of fi nancial and corporate policy. This is routinely accompanied by a voting share of over 50 percent. When assessing whether control is exerted, the existence and effect of potential voting rights currently exercisable or convertible are considered.

In a small number of cases, companies are fully consolidated into the fi nancial statements of BAUER AG even though that company holds less than 50 percent of their voting rights. This is the result of state restrictions which stipulate that foreign investors may not hold more than 50 percent of the voting rights in domestic companies, BAUER AG makes use of so-called agency constructions, whereby more than 50 percent of the voting rights are commercially held in the company concerned, thus allowing for full consolidation.

Subsidiaries are included in the consolidated fi nancial statements (fully consolidated) from the point at which control is transferred to the Group. They are de-consolidated at the point when control ends.

Companies of which BAUER AG is able, directly or indirectly, to exercise a signifi cant infl uence on the said companies' fi nancial and operating policy decisions (associated companies) are consolidated according to the equity method.

Construction segment

OOO Technologie, Moscow, Russia, was consolidated for the fi rst time with effect from June 30, 2013. The company is newly established.

On August 27, 2013, SPESA Korrosionsschutz und Beschichtungen GmbH, Nordhausen, Germany was merged into SPESA Spezialbau und Sanierung GmbH, Schrobenhausen, Germany retrospectively with effect from January 1, 2013.

Equipment segment

On September 12, 2013, Hausherr System Bohrtechnik GmbH, Unna, Germany and ABS Trenchless GmbH, Olpe, Germany were merged into KLEMM Bohrtechnik GmbH, Drolshagen, Germany retrospectively with effect from January 1, 2013. ABS Trenchless GmbH was previously not consolidated owing to its minor importance.

BAUER Deep Drilling GmbH, Schrobenhausen, Germany was consolidated for the fi rst time with effect from September 30, 2013. The company is newly established.

Resources segment

Bauer + Moosleitner Entsorgungstechnik GmbH, Salzburg, Austria, was consolidated for the fi rst time with effect from March 31, 2013. The company is newly established.

No further changes have occurred to the scope of consolidation since December 31, 2012.

4. KEY ASSUMPTIONS AND ESTIMATES

In this context we refer to our 2012 Annual Report, page 106.

5. ACCOUNTING AND VALUATION METHODS

The accounting and valuation methods applied as from January 1, 2013 correspond to those applied to the consolidated fi nancial statements to December 31, 2012, with the following exceptions:

IAS 19 Employee Benefi ts (IAS 19R)

As a result of the abolition of the "corridor" method, actuarial gains and losses are recorded immediately in the period in which they occur, under "Other result".

The fi rst-time adoption of IAS 19 R had the following effects on the period result, the Group's equity and the provisions for defi ned benefi t plans of the comparative period:

• Net profi t or loss

Staff costs in the fi rst nine months of 2012 decreased by the previously included expenses from the amortization of actuarial gains and losses in an amount of EUR 509 thousand. Of that total, EUR 145 thousand was income tax expense, resulting in a EUR 364 thousand effect on the period result.

• Group equity and provisions for defi ned benefi t plans

The setting-off of actuarial gains and losses increased provisions for defi ned benefi t plans by EUR 28,221 thousand as per December 31, 2012. Of that total, EUR 7,930 thousand related to deferred taxes, resulting in a reduction in the Group's equity of EUR 20,291 thousand.

All other changes, such as the adoption of the Net Interest Approach or the requirement in future for post-employment service costs to be recorded directly affecting net expenditure (see 2012 Annual Report, page 107), have no signifi cant effects on the net asset, fi nancial and earnings position of the BAUER Group.

IAS 1 Presentation of items in Other Comprehensive Income

The items presented in the statement of comprehensive income must be broken down depending on whether they are transferred to the income statement in the subsequent periods or not. The Group's statement of comprehensive income has been adjusted and expanded accordingly.

IFRS 7 Financial Instruments: Disclosures – Offsetting Financial Assets and Financial Liabilities

Additional disclosures have been included in the Notes to the fi nancial statements in relation to offsetting of fi nancial instruments. The amended IFRS 7 has no effect on the condensed interim consolidated fi nancial statements of the BAUER Group.

IFRS 13 Fair Value Measurement

IFRS 13 stipulates how fair value is to be determined and extends fair value disclosure requirements.

6. IMPAIRMENT

6.1 Goodwill

The Resources segment made a net loss on a well drilling project in Jordan during the reporting period. As a result, the BAUER Group subjected the goodwill allocated to the BAUER Resources Group CGU (see Annual Report p. 123) to an impairment test.

A comparison of the value in use of the CGU with the corresponding carrying amount, including goodwill, revealed the need to undertake a write-down in an amount of EUR 2,163 thousand, attributable in full to the goodwill of the BAUER Resources Group CGU.

The impairment was recorded under "Depreciation of intangible assets".

The value applicable to the BAUER Resources Group CGU at the balance sheet date corresponds to the values in use resulting from the discounted future cash fl ows.

The determination as per September 30, 2013 is based on planning calculations over a fi ve-year period which had not yet been fi nally adopted. The following disclosures relating to the discount rate before taxes and growth may therefore vary from the 2013 consolidated fi nancial statements.

For the period of perpetual annuity, the cash fl ows are updated with a growth rate of 1 percent (2012: 1 percent). The discount rate for the future cash fl ows corresponds to the weighted average cost of capital rate (WACC). The discount rate after tax for the BAUER Resources Group is 7.8 percent (2012: 8.20 percent); the pre-tax rate applied is 10.2 percent (2012: 11 percent).

6.2 Financial assets

In the reporting period, impairment losses on receivables from construction contracts totalling EUR 20,612 thousand were recognized based on the circumstances in the Resources segment described under item 6.1.

7. DISCLOSURES REGARDING FINANCIAL INSTRUMENTS

7.1 Financial risk factors

In its business operations and fi nancing activities, the BAUER Group is subject to a wide range of fi nancial risks: market risks (foreign exchange rate, interest rate, raw material and liquidity risks), risks of default and credit risks.

These condensed interim consolidated fi nancial statements do not include all disclosures and information relating to fi nancial risk management, so they should be read in conjunction with the consolidated fi nancial statements of BAUER AG to December 31, 2012.

No changes to the management of fi nancial risks have been made since the end of the fi nancial year.

7.2 Carrying amounts and fair values

The fair values of fi nancial instruments are determined on the basis of one of the methods set out on the three following levels:

  • Level 1: Quoted prices on active markets for identical assets or liabilities
  • Level 2: Other methods in which all incoming information having a material infl uence on the fair value determined originates from directly and indirectly observable market data
  • Level 3: Methods using incoming information having a material infl uence on the fair value determined which does not originate from observable market data

Level 3 was not relevant to the BAUER Group at September 30, 2013.

The fi nancial instruments measured at fair value are assignable to the following levels:

ASSETS in EUR '000 IAS 39 category 30.09.2013 Level 1 Level 2
Securities AfS 0 0 0
Derivatives not in hedge accounting FAHfT 2,672 0 2,672
Derivatives in hedge accounting n/a 1,734 0 1,734
Total 4,406 0 4,406
EQUITY AND LIABILITIES in EUR '000 IAS 39 category 30.09.2013 Level 1 Level 2
Derivatives not in hedge accounting FLHfT 4,880 0 4,880
Derivatives in hedge accounting n/a 3,281 0 3,281
Total 8,161 0 8,161
ASSETS in EUR '000 IAS 39 category 31.12.2012 Level 1 Level 2
Securities AfS 0 0 0
Derivatives not in hedge accounting FAHfT 403 0 403
Derivatives in hedge accounting n/a 1,197 0 1,197
Total 1,600 0 1,600
EQUITY AND LIABILITIES in EUR '000 IAS 39 category 31.12.2012 Level 1 Level 2
Derivatives not in hedge accounting FLHfT 6,163 0 6,163
Derivatives in hedge accounting n/a 6,105 0 6,105
Total 12,268 0 12,268

In the fi rst nine months of the year, no reclassifi cation was undertaken between level 1 and 2 fi nancial instruments measured at fair value.

7.3 Methods for determining level 2 fair values

Level 2 derivatives comprise foreign exchange forward contracts, foreign exchange forward options, interest rate swaps and cross-currency swaps.

The fair values of foreign exchange forward contracts and cross-currency swaps are measured separately at their respective forward prices and discounted to the reference date based on the corresponding interest rate curve. The market prices of foreign exchange forward options are determined by recognized option price models.

The fair values of the interest rate swaps correspond to the respective market value as determined by appropriate fi nancial valuation methods, such as by discounting expected future cash fl ows.

For cash and cash equivalents, current trade receivables and other current assets, current trade payables and other current liabilities, owing to their short remaining terms the carrying amount should be adopted as a realistic estimate of the fair value.

The fair values of non-current assets and non-current fi nancial assets and of non-current liabilities and non-current fi nancial liabilities correspond to the cash values of the payment fl ows linked to the assets, taking into account the applicable interest rate parameters, which refl ect changes in the terms and expectations of the market and of the respective parties. Investments are valued at cost, as no fair value can be reliably determined owing to the lack of an active market.

7.4 Financial liabilities

The following table sets out the carrying amounts and fair values of the individual classes of fi nancial liability. The fair values for the fi nancial liabilities were determined on the basis of the applicable interest rates for corresponding remaining terms/ repayment structures on the accounting reference date, utilizing available market information (Bloomberg).

in EUR '000 31.12.2012 30.09.2013
Carrying amount Fair value * Carrying amount Fair value
Liabilities to banks 426,186 434,092 320,889 321,922
Other non-current financial liabilities 22,712 23,002 16,051 16,341
Total 448,898 457,094 336,940 338,263

* Previous year figures adjusted; the method for measuring fair values has been amended.

In the case of all other fi nancial liabilities the carrying amount corresponds to the fair value.

In other respects we refer to pages 152ff. of the 2012 Annual Report.

8. SEASONALITY

Our Construction segment undertakes many projects in regions where winter and other hostile weather conditions impact severely on site results in the fi rst quarter of the year and at the start of the second quarter. The fi rst quarter is also weak in terms of the performance of our Equipment segment, because customers only buy machines when they actually need them to carry out their construction works. For our Resources segment, wintry conditions at the start of the year mean that sales of well engineering materials are very weak.

Since most costs are fi xed, signifi cant losses are made in the fi rst quarter of each year. Beginning with the second quarter, those losses are balanced out as contribution margins improve. Break-even has normally not yet been achieved by the end of the second quarter. Most profi t is generated in the third and fourth quarters.

This annually recurring business cycle allows revenues, sales and earnings in the various quarters to be compared against the corresponding reference periods, provided there are no special effects to consider.

9. NOTES ON SEGMENT REPORTING

The internal organizational and management structure and the internal system of reporting to the Management Board and Supervisory Board dictate the segmentation employed by the BAUER Group.

The BAUER Group comprises the Construction, Equipment and Resources segments. Transactions between the segments are conducted at market prices.

SCHACHTBAU NORDHAUSEN GmbH is the only Group company to operate in all three segments.

The assets, liabilities, total Group revenues, sales revenues with third parties and other income statement items of SCHACHT-BAU NORDHAUSEN GmbH are assigned to the relevant segments.

Construction

The core business of the Construction segment is specialist foundation engineering. Complete excavation pits and foundation works, often in diffi cult subgrade conditions, are carried out for major infrastructure projects and buildings. In order to offer customers a full range of services, the companies of the BAUER Group additionally offer other construction services, often involving a major specialist foundation engineering element. Examples of this include bridges, environmental engineering, remediation and building renovation projects. In order to portray development trends, the Construction segment sales are additionally broken down into the subdivisions of "Specialist Foundation Engineering, Germany" and "Specialist Foundation Engineering, International" in the management report. The Construction segment is founded on the close interlinking of all construction activities.

Equipment

In the Equipment segment, machinery for all specialist foundation engineering processes and for deep drilling is developed and manufactured for worldwide distribution. The specialist foundation engineering equipment can be employed to produce large-diameter and small-diameter bores for piles, diaphragm walls, anchors, injections and wells. The deep drilling equipment can be employed to drill for geothermal energy, oil and gas. Equipment for ramming and ground improvement is also manufactured. The range is supplemented by a wide selection of add-on units and ancillary equipment, covering all the processes involved in specialist foundation engineering.

Resources

The Resources segment brings together all the Group companies providing products and services relating to the remediation and extraction of natural resources essential to human life. They include environmental technology companies involved in the treatment of ground and groundwater as well as companies involved in exploratory drilling and mining of raw materials and

drilling of wells and geothermal energy sources. This segment also includes companies which manufacture and sell materials for the engineering of bore holes, specifi cally for wells and geothermal energy sources.

The Other segment comprises the central services (accounting, human resources, IT etc.) provided by BAUER AG to the Group companies as well as other units not assignable to the separately listed segments, providing services such as inhouse and external education and training and centralized research and development.

The intersegmental consolidation effects are grouped here under Consolidation. This includes offsetting of intra-Group sales between the segments as well as income and expenses and interim results. The intersegmental consolidation effects are adjusted within the respective segments.

10. TOTAL GROUP REVENUES, CONSOLIDATED REVENUES AND SALES REVENUES WITH THIRD PARTIES

The consolidated revenues refl ect the performance of all the companies included in the scope of consolidation. The total Group revenues represent the revenues of all the companies forming part of our Group. The difference between the consolidated revenues and the total Group revenues is derived from the revenues of the associated companies, from our subcontractor shares in consortia, and from the revenues of non-consolidated companies.

The sales revenues with third parties are allocated to the business segments according to the customer's location. No single customer accounts for more than 10 percent of total sales.

No breakdown of sales revenues by product and service, or by groups of comparable products and services, was available as per the balance sheet date

11. EVENTS AFTER SEPTEMBER 2013

No fi ndings subject to mandatory reporting in accordance with IAS 10 occurred after September 30, 2013.

12. MATERIAL TRANSACTIONS WITH RELATED PARTIES

The relationships between fully consolidated Group companies and related companies and persons relate mainly to associated and joint-venture companies. Transactions with the said companies are transacted at standard market terms. In the period under review, no material transactions were undertaken with related parties.

13. CONTINGENT LIABILITIES

Contingent liabilities arising from guarantees to third parties exist in an amount of EUR 4,452 thousand (December 31, 2012: EUR 4,452 thousand). In addition, we are subject to joint and several liability in respect of all joint ventures in which we participate.

Schrobenhausen, November 14, 2013

The Management Board

Chairman of the Management Board

Prof. Dipl.-Kfm. Thomas Bauer Dipl.-Betriebswirt (FH) Hartmut Beutler Dipl.-Ing. Heinz Kaltenecker

FUTURE-RELATED STATEMENTS

This Interim Report contains future-related statements. Future-related statements are any statements which do not relate to historical facts and events, such as forecasts of future fi nancial earning power and indications of plans and expectations with regard to the development of the business of the BAUER Group and relating to the general economic climate or other factors to which the BAUER Group is subject. The use of words such as "believe", "expect", "predict", "forecast", "intend", "plan", "estimate", "aim", "likely", "assume" and similar formulations indicates that the statements in question are futurerelated. Future-related statements are subject to risks and many uncertainties which may mean that actual developments, earnings or levels of performance differ widely from those explicitly or implicitly assumed in the future-related statements.

Readers are advised that, in view of the said risks and uncertainties, no inappropriately high degree of confi dence should be placed in the likelihood of such statements proving to be accurate in the future. BAUER Aktiengesellschaft does not intend to, and assumes no obligation to, publish updates of such future-related statements in order to incorporate events or circumstances beyond the date of publication of this Interim Report.

DATES 2014

April 11, 2014 Publication of 2013 Annual Report
Annual Press Conference
Analysts' Conference
May 14, 2014 Interim Report to March 31, 2014
June 26, 2014 Annual General Meeting
August 14, 2014 Half-Year Interim Report to June 30, 2014
November 14, 2014 Interim Report to September 30, 2014

You will fi nd more information on the BAUER Group on the Internet at www.bauer.de.

PUBLISHED BY

BAUER Aktiengesellschaft BAUER-Strasse 1 86529 Schrobenhausen, Germany

Offi ce of the Management Board: Phone: 08252 97-1215 Fax: 08252 97-2900 E-mail: [email protected]

Registered place of business: 86529 Schrobenhausen, Germany Registered at the District Court of