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GEA Group AG

Quarterly Report May 7, 2010

176_10-q_2010-05-07_19b7634f-124e-4591-beb6-d7d9d71abaae.pdf

Quarterly Report

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10 Interim Financial Report on the First Quarter, January 1 to March 31, 2010 QI

GEA Group: Key IFRS figures

Q1 Q1 Change
(EUR million) 2010 2009 in %
Results of operations
Order intake 1,010.2 1,072.5 -5.8
Revenue 938.2 1,054.5 -11.0
Order backlog 2,301.1 2,476.2 -7.1
EBITDA before restructuring expenses 78.1 78.9 -1.0
as % of revenue 8.3 7.5 -
EBITDA 76.8 76.7 0.2
EBIT before restructuring expenses 52.6 56.0 -6.1
as % of revenue 5.6 5.3 -
EBIT 51.3 53.8 -4.7
as % of revenue 5.5 5.1 -
EBT 37.2 39.5 -5.9
Profit after tax from continuing operations 27.2 28.8 -5.5
Profit or loss after tax from discontinued operations 0.0 0.0 -
Profit for the period 27.2 28.8 -5.4

Net assets

Total assets 4,930.3 4,953.8 -0.5
Equity 1,813.5 1,494.0 21.4
as % of total assets 36.8 30.2 -
Working capital (reporting date) 1 566.9 872.3 -35.0
Working capital (average) ² 600.4 830.2 -27.7
as % of revenue ³ 14.0 16.3 -
Net debt 4/5 75.7 211.2 -64.2
Gearing in % 4/6 4.2 14.1 -

Financial position

Cash flow from operating activities -73.1 -51.6 -41.5
Capital employed (reporting date) 7 2,949.3 2,994.8 -1.5
Capital employed (average) ² 2,863.5 2,887.4 -0.8
ROCE in % 2/8/9 11.5 16.8 -
ROCE in % 2/10 19.0 26.1 -
Capital expenditure on property, plant, and equipment 13.4 31.9 -58.2
Employees (reporting date) 11 20,441 21,257 -3.8

GEA shares 12

Earnings per share from continuing operations 0.15 0.16 -5.4
Earnings per share from discontinued operations 0.00 0.00 -
Earnings per share 0.15 0.16 -5.3
Weighted average number of shares outstanding (million) 183.8 183.8 -
  • 1) Working capital = inventories + trade receivables trade payables – advance payments received
  • 2) Average of the past four quarters
  • 3) Working capital (average); revenue in the past 12 months
  • 4) Including discontinued operations
  • 5) Net debt = liabilities to banks cash and cash equivalents marketable securities
  • 6) Gearing = net debt / equity
  • 7) Capital employed = noncurrent assets + working capital
  • 8) ROCE = EBIT before restructuring expenses in the past 12 months / capital employed (average)
  • 9) Capital employed including goodwill from the acquisition of the former GEA AG by the former Metallgesellschaft AG in 1999
  • 10) Capital employed excluding goodwill from the acquisition of the former GEA AG by the former Metallgesellschaft AG in 1999
  • 11) Full-time equivalents (FTEs) excluding vocational trainees and inactive employment contracts

12) EUR

4 Business Performance
15 Outlook
16 GEA Shares
Consolidated 18 Consolidated Balance Sheet
Financial Statements 20 Consolidated Income Statement
21 Consolidated Statement of Comprehensive Income
22 Consolidated Cash Flow Statement
23 Consolidated Statement of Changes in Equity

Management Report 4 Economic Environment

Notes to the Consolidated Financial Statements

Management Report

Economic Environment

The global economic recovery continued in early 2010, albeit at differing paces in individual regions. Tangible effects of the crisis remained in the industrialized countries. Concerns about public finances are now growing as debt is currently increasing sharply almost everywhere. By contrast, the emerging economies have almost returned to the pace of growth recorded prior to the crisis.

Real order intake in the German mechanical engineering sector is still well down on previous years and, according to the German Engineering Federation (VDMA), is at the average level achieved in 2004.

Business Performance

Order intake

GEA Group's business remained dominated by the effects of the deterioration in the global economic environment since the fourth quarter of 2008. Although new business declined in most customer industries and regions compared with the prior-year quarter, order intake in the first quarter of 2010 stabilized at the Q4 2009 level and is up by 4.9 percent as against its low in the third quarter of 2009.

GEA Group's order intake fell by 5.8 percent in the first three months 2010 to EUR 1,010.2 million (previous year: EUR 1,072.5 million). The decline as against the prior-year quarter related exclusively to the absence of larger orders in excess of EUR 5 million. By contrast, the usually higher-margin small and medium-sized orders rose by 4.3 percent. The effects of this trend on the group's five segments were extremely mixed.

Order intake Q1 Q1 Change
(EUR million) 2010 2009 in %
GEA Farm Technologies 101.1 94.9 6.6
GEA Heat Exchangers 304.4 413.6 -26.4
GEA Mechanical Equipment 172.0 194.9 -11.8
GEA Process Engineering 335.7 251.0 33.7
GEA Refrigeration Technologies 127.5 138.9 -8.2
Total 1,040.7 1,093.2 -4.8
Other and consolidation -30.5 -20.7 -47.3
GEA Group 1,010.2 1,072.5 -5.8

GEA Farm Technologies

Order intake in the GEA Farm Technologies Segment increased by 6.6 percent year-onyear to EUR 101.1 million. This is also due to the acquisition of the Dutch company DB Wilaard Holding as of June 1, 2009, which complements the segment's product range in the area of barn equipment. Price pressure remained unchanged in the milking equipment business. Business volumes for conventional milking systems continued to decline in Western and in particular Eastern Europe, where financing conditions are still impacting investment, while North America and to an even greater extent Latin America recorded upward trends. The barn equipment sector is experiencing a slight increase in demand in almost all regions.

GEA Heat Exchangers

Order intake in the GEA Heat Exchangers Segment fell by 26.4 percent to EUR 304.4 million. This is due almost exclusively to a lack of orders with a volume of more than EUR 5 million, in particular in the oil and gas sectors as well as the power plant industry. However, the volume of inquiries is already picking up. Smaller orders that usually involve higher added value were down by only 6.0 percent. Demand is unchanged in the chemical sector in all regions. This also applies to the food industry. The marine sector remains at a low level. The air conditioning and environmental business has stabilized, with an enjoyable upturn being seen in Europe.

GEA Mechanical Equipment

Order intake in the GEA Mechanical Equipment Segment was down by 11.8 percent to EUR 172.0 million. Here, too, the decline in smaller orders worth less than EUR 1 million was much lower, at 3.1 percent. However, there has been a clear upturn in larger projects – especially in the energy and environmental sectors – that had been postponed in recent quarters primarily for financing reasons. The marine sector continued to contract despite its already low level. This also applies to the oil and gas business. The chemical and pharmaceutical sectors only recorded positive stimuli in North and Latin America. Milk processing trended upwards overall, particularly in the Asia/Pacific, Middle East and Latin America regions. The flow components and homogenizers product areas also profited from this, with orders up by more than 30 percent.

GEA Process Engineering

The GEA Process Engineering Segment increased its order intake significantly by 33.7 percent year-on-year to EUR 335.7 million, while orders worth less than EUR 5 million rose even more by 38.5 percent. Overall, signs of a market recovery increased. This applies in particular to Asia. Our customers continue to rate the long-term prospects for the food and beverage industries as positive. In the milk powder sector, customers' readiness to invest was boosted by increased price levels in their sales markets. Milk processing continues to experience satisfactory demand, having previously only been affected to a limited extent by the economic and financial crisis. Demand in the bottling plants sector is also healthy and is focused on Asia. Signs of a recovery increased in the chemical sector as customers are again pushing ahead with previously postponed investment projects. The emission control product area, which experienced extremely weak demand up to and including Q3 2009, recorded several larger orders. The segment's business with customers in the pharmaceutical industry was very encouraging compared with the weak prior-year quarter.

GEA Refrigeration Technologies

In the GEA Refrigeration Technologies Segment, order intake was down 8.2 percent on the prior-year quarter at EUR 127.5 million. This segment also recorded growth in orders worth less than EUR 1 million, which rose by around 2 percent. Demand in the food sector is picking up worldwide, with the exception of Western Europe. In this area, the debate about climate change has boosted investment in energy-efficient systems that use environmentally-friendly refrigerants. The oil and gas business remained difficult, but is showing signs of recovering. The freezing technology segment is again extremely dynamic following a decline in the previous year, with the focus being on North America. From a regional perspective overall, Africa recorded substantial growth, while Europe and North America were flat, with differing trends in individual markets.

Revenue

In general, the same regional and sector-specific trends apply to revenue as to order intake, although with different time lags. Until the fall of fiscal year 2009, for example, the decline in the business volume had a less pronounced effect on revenue than on order intake because of the comparatively healthy order backlog. The low order intake in the third quarter of 2009 and the harsh winter negatively impacted revenue in the first quarter of 2010.

At EUR 938.2 million (previous year: EUR 1,054.5 million), total group revenue declined by 11.0 percent, and was thus 7.1 percent lower than the order intake in the first quarter. However, the negative change compared with the prior-year period was considerably less severe than in the previous quarter, when the decline was still 17.1 percent.

Revenue Q1 Q1 Change
(EUR million) 2010 2009 in %
GEA Farm Technologies 85.4 86.6 -1.4
GEA Heat Exchangers 340.9 387.0 -11.9
GEA Mechanical Equipment 156.7 200.0 -21.6
GEA Process Engineering 256.9 270.7 -5.1
GEA Refrigeration Technologies 117.4 122.3 -4.0
Total 957.3 1,066.6 -10.2
Other and consolidation -19.1 -12.2 -57.1
GEA Group 938.2 1,054.5 -11.0

The percentage regional breakdown of revenue changed in line with the different economic growth rates in the regions.

Q1 Q1
Revenue by region 2010 2009
Western Europe 42.1 % 46.4 %
Asia/Pacific 19.2 % 16.9 %
North America 14.4 % 17.2 %
Eastern Europe 7.8 % 7.2 %
Latin America 7.2 % 5.0 %
Africa 5.5 % 3.4 %
Middle East 3.8 % 3.9 %
Total 100.0 % 100.0 %

Order backlog

At EUR 2,301.1 million, the order backlog as of March 31, 2010 was 7.1 percent lower than at the prior-year reporting date (EUR 2,476.2 million) due to the slowdown in demand since the second half of 2008. However, it increased by EUR 136.9 million or 6.3 percent compared with December 31, 2009 (EUR 2,164.1 million). Around EUR 1,600 million of the order backlog as of March 31, 2010 is invoicable in fiscal year 2010.

Change
03/31/2010 03/31/2009 in %
77.1 86.0 -10.3
1,006.7 1,203.6 -16.4
298.3 325.6 -8.4
757.6 651.5 16.3
183.8 222.4 -17.4
2,323.6 2,489.1 -6.7
-22.5 -13.0 -73.6
2,301.1 2,476.2 -7.1

Results of operations

Overall, it became clear in the first quarter of 2010 that the capacity adjustment measures implemented in 2009 are now having their full effect. Despite the price pressure in the markets, the gross margin was on a level with the previous year, at 28.5 percent.

Earnings before interest, tax, depreciation, and amortization (EBITDA) rose in the reporting period to EUR 76.8 million (previous year: EUR 76.7 million). As a result, the EBITDA margin increased by 92 basis points to 8.2 percent of revenue. After adjustment for restructuring expenses amounting to EUR 1.3 million (previous year: EUR 2.2 million), EBITDA is slightly under previous year. The corresponding EBITDA margin rose by 85 basis points.

GEA Group 76.8 76.7 0.2
Other and consolidation -1.5 -0.5 >-100
as % of revenue 8.2 7.2 -
Total 78.4 77.2 1.5
as % of revenue 3.2 3.3 -
GEA Refrigeration Technologies 3.7 4.0 -6.0
as % of revenue 5.7 3.8 -
GEA Process Engineering 14.7 10.2 43.8
as % of revenue 15.8 13.4 -
GEA Mechanical Equipment 24.8 26.7 -7.2
as % of revenue 9.4 9.2 -
GEA Heat Exchangers 32.1 35.5 -9.6
as % of revenue 3.5 0.9 -
GEA Farm Technologies 3.0 0.8 >100
(EUR million) 2010 2009 EBITDA in %
EBITDA/EBITDA margin Q1 Q1 Change

Earnings before interest and tax (EBIT) declined by 4.7 percent in the reporting period to EUR 51.3 million (previous year: EUR 53.8 million). However, the EBIT margin rose by 36 basis points to 5.5 percent of revenue due to the lower revenue. Adjusted for restructuring expenses, EBIT declined by EUR 3.4 million to EUR 52.6 million, while the adjusted EBIT margin rose by 29 basis points to 5.6 percent. The reason for the slight deterioration in the figures compared with EBITDA in the previous year was the EUR 2.7 million increase in depreciation because of the high volume of capital expenditure in the previous years.

EBIT/EBIT margin Q1 Q1 Change
(EUR million) 2010 2009 EBIT in %
GEA Farm Technologies 0.0 -1.6 >100
as % of revenue 0.0 -1.8 -
GEA Heat Exchangers 22.8 27.2 -16.3
as % of revenue 6.7 7.0 -
GEA Mechanical Equipment 20.5 23.0 -10.9
as % of revenue 13.1 11.5 -
GEA Process Engineering 11.1 6.7 64.9
as % of revenue 4.3 2.5 -
GEA Refrigeration Technologies 1.6 1.8 -15.1
as % of revenue 1.3 1.5 -
Total 56.0 57.2 -2.2
as % of revenue 5.8 5.4 -
Other and consolidation -4.7 -3.4 -38.1
GEA Group 51.3 53.8 -4.7
as % of revenue 5.5 5.1 -
GEA Group before restructuring expenses 52.6 56.0 -6.1
as % of revenue 5.6 5.3 -

Profit before tax (EBT) was EUR 37.2 million in the reporting period, down EUR 2.3 million year-on-year.

Key figures: Results of operations Q1 Q1 Change
(EUR million) 2010 2009 in %
Revenue 938.2 1,054.5 -11.0
EBITDA before restructuring expenses 78.1 78.9 -1.0
EBITDA 76.8 76.7 0.2
EBIT before restructuring expenses 52.6 56.0 -6.1
EBIT 51.3 53.8 -4.7
EBT 37.2 39.5 -5.9
Income taxes 10.0 10.8 -7.0
Profit after tax from continuing operations 27.2 28.8 -5.5
Profit/loss after tax from discontinued operations 0.0 0.0 -
GEA Group profit for the period 27.2 28.8 -5.4

The Group tax rate was 26.9 percent, after 27.2 percent in the previous year.

As in the prior-year quarter, discontinued operations did not affect GEA Group profit for the period, which amounted to EUR 27.2 million in the first quarter (previous year: EUR 28.8 million). This corresponds to earnings per share of EUR 0.15 in the first quarter of 2010, after EUR 0.16 in the comparable prior-year period.

Financial position

Net liquidity as of December 31, 2009 (EUR 47.1 million) deteriorated by EUR 122.8 million, resulting in net debt of EUR 75.7 million as of March 31, 2010. In addition to further payments related to discontinued operations (EUR 37.7 million), the largest cash outflows resulted from current capital expenditures, including acquisitions and debt assumed (EUR 19.8 million), and changes in working capital (EUR 85.2 million), which rose by EUR 74.4 million adjusted for changes in the basis of consolidation and currency effects. The level of the rise in working capital is typical of the seasonal development seen in the first quarter.

Overview of cash flow statement/net debt Q1 Q1 Change
(EUR million) 2010 2009 in %
Cash flow from operating activities -73.1 -51.6 -41.5
Cash flow from investing activities -51.4 -67.2 23.5
Free cash flow -124.5 -118.9 -4.8
Cash flow from financing activities -14.0 -30.1 53.3
Change in unrestricted cash and cash equivalents -123.8 -146.8 15.6
Cash and cash equivalents 370.4 290.9 27.3
Securities - 0.5 -100.0
Liabilities to banks 446.1 502.6 -11.3
Net debt 75.7 211.2 -64.2
Gearing (%) 4.2 14.1 -

Net assets

Total assets at March 31, 2010 decreased by EUR 64.1 million compared with December 31, 2009. Whereas noncurrent assets recorded a slight increase, current assets declined by EUR 87.6 million. On the assets side, this decrease related primarily to cash and cash equivalents, while the effects of higher inventories were almost offset by lower receivables. On the equity and liabilities side, trade payables in particular declined significantly. The equity ratio rose by 2.0 percentage points to 36.8 percent as of March 31, 2010. 1.1 percentage points of this increase are attributable to the translation of financial statements prepared in foreign currencies. The equity ratio as of March 31, 2009 was still only 30.2 percent.

Condensed balance sheet as % of as % of Change
(EUR million) 03/31/2010 total assets 12/31/2009 total assets in %
Assets
Noncurrent assets 2,726.8 55.3 2,703.2 54.1 0.9
of which goodwill 1,541.8 31.3 1,530.9 30.7 0.7
of which deferred taxes 330.7 6.7 321.9 6.4 2.7
Current assets 2,200.6 44.6 2,288.2 45.8 -3.8
Assets held for sale 2.9 0.1 3.0 0.1 -2.0
Total assets 4,930.3 100.0 4,994.4 100.0 -1.3
Equity and liabilities
Equity 1,813.5 36.8 1,735.0 34.7 4.5
Noncurrent liabilities 991.8 20.1 999.9 20.0 -0.8
of which deferred taxes 78.0 1.6 74.4 1.5 4.8
Current liabilities 2,125.0 43.1 2,259.5 45.2 -6.0
Total equity and liabilities 4,930.3 100.0 4,994.4 100.0 -1.3

Employees

There were 20,441 employees at the end of the first quarter of 2010. This represents a decrease of 252 employees compared with December 31, 2009. Adjusted for 112 additions resulting from acquisitions and initial consolidation, the headcount fell by 364. This decline, which primarily affected Europe and North and Latin America, reflects the results of the restructuring measures in the GEA Heat Exchangers segment, as well as the current capacity adjustments in line with the decline in order intake.

The aggregate decline in the headcount by 816 year-on-year comprises the addition of 513 employees from changes in the basis of consolidation and the reduction in the workforce by 1,329 due to capacity and restructuring measures.

Employees* by segment 03/31/2010 12/31/2009 03/31/2009
GEA Farm Technologies 1,931 9.4 % 1,918 9.3 % 1,911 9.0%
GEA Heat Exchangers 7,464 36.5 % 7,590 36.6 % 7,984 37.6%
GEA Mechanical Equipment 3,475 17.0 % 3,519 17.0 % 3,481 16.4%
GEA Process Engineering 4,416 21.6 % 4,545 22.0 % 4,708 22.1%
GEA Refrigeration Technologies 2,895 14.2 % 2,857 13.8 % 2,934 13.8%
Total 20,181 98.7 % 20,429 98.7 % 21,018 98.9%
Other 260 1.3 % 264 1.3 % 239 1.1%
GEA Group 20,441 100.0 % 20,693 100.0 % 21,257 100.0 %

* Full-time equivalents (FTEs) excluding vocational trainees and inactive employment contracts

Employees* by region 03/31/2010 12/31/2009 03/31/2009
Western Europe 13,298 65.1 % 13,568 65.6 % 14,261 67.1 %
Asia/Pacific 2,322 11.4 % 2,339 11.3 % 2,026 9.5 %
North America 2,169 10.6 % 2,224 10.7 % 2,307 10.9 %
Eastern Europe 1,356 6.6 % 1,271 6.1 % 1,335 6.3 %
Latin America 602 2.9 % 665 3.2 % 664 3.1 %
Africa 486 2.4 % 407 2.0 % 409 1.9 %
Middle East 209 1.0 % 219 1.1 % 256 1.2 %
Total 20,441 100.0 % 20,693 100.0 % 21,257 100.0 %

* Full-time equivalents (FTEs) excluding vocational trainees and inactive employment contracts

Research and development

In the first quarter of 2010, research and development (R&D) expenses amounted to EUR 18.2 million, after EUR 19.8 million in the comparable prior-year period. This means that the R&D ratio remained unchanged at 1.9 percent of revenue.

Change
2010 2009 in %
3.1 4.1 -24.4
15.1 15.7 -4.0
18.2 19.8 -8.3
1.9 1.9 -
Q1 Q1

Acquisitions

On March 31, 2010, GEA Group Aktiengesellschaft acquired SKIOLD MULLERUP A/S, Ullerslev/Denmark, a leading producer of systems for automatic cow feeding and slurry processing as well as of cow cubicles in Northern Europe. This acquisition enabled the GEA Farm Technologies Segment to expand its offering in the area of barn equipment to include automatic feeding systems, which are steadily growing in importance in modern livestock farming. The segment will extend the MULLERUP product lines on an international level. In future, MULLERUP's operating business will continue to be managed from its production facility in Ullerslev.

Report on risks and opportunities

The overall assessment of risks and opportunities did not change significantly in the reporting period compared with the situation described in the 2009 Annual Report.

In relation to the 2007 sale of the Lurgi Group, the dispute regarding a purchase price adjustment between GEA and Air Liquide has been resolved.

In the DIS (German Institution of Arbitration) arbitration proceedings against Flex-N-Gate Corp., Illinois, the arbitral court ruled in favor of GEA on the amount of compensation. However, it is expected that Flex-N-Gate Corp. will use all means at its disposal to appeal the ruling, so the proceedings may still run for several years.

All in all, from today's perspective, there are no risks to the continued existence of GEA Group as a going concern. Sufficient provisions according to the relevant regulations have been recognized for known risks.

Report on Post-Balance Sheet Date Events

The Annual General Meeting on April 21, 2010 approved the proposal by the Executive Board and Supervisory Board to pay a dividend of EUR 0.30 per no-par share for fiscal year 2009.

Outlook

Economy

Economic risks from the global macroeconomic environment remain high. The situation in the banking sector is also still difficult, although the credit squeeze has not tightened further recently. However, problems may continue to arise on the financial markets, for example because of doubts about the solvency of certain countries due to their high level of deficits. For this reason, the pace of economic growth is likely to remain low in the industrialized nations both this year and in 2011. By contrast, economic expansion trends in the emerging economies will be extremely positive. For the mechanical engineering sector, the German Engineering Federation (VDMA) is predicting a real production volume in 2010 of roughly the same level as the previous year. Most recent forecasts indicate that slight growth might even be possible.

GEA Group business

Based on the order intake trends in the first quarter of 2010, we do not see any reason to change our statements in the 2009 annual report. We therefore confirm the outlook in the annual report for GEA Group's business in 2010.

Bochum, May 6, 2010

GEA Group Aktiengesellschaft

The Executive Board

GEA Shares

The global stock markets continued the strong performance recorded in 2009 until the end of January 2010, before uncertainty about future economic developments led to a decline in share prices. The markets did not pick up again until mid-February, after potential rescue packages for highly indebted countries were announced. As a result, the DAX rose to 6,154 points and the MDAX to 8,191 points by the end of the quarter.

In the reporting period, GEA Group Aktiengesellschaft's shares continued their upward trend that began in H2 2009. They reached a new twelve-months high of EUR 17.58 on March 25, 2010 following positive analyst commentaries and a corresponding increase in upside targets due to the Company's annual financial statements for fiscal year 2009, as well as greater transparency provided by the new segmentation. GEA shares closed at EUR 17.16 on March 31, 2010. This means they rose by 10.3 percent as against the beginning of the year and outperformed both the DAX (3.3 percent) and the MDAX (8.5 percent). In the past twelve months, GEA shares have recorded gains of 107.2 percent – again clearly beating the DAX (49.0 percent) and the MDAX (79.7 percent).

GEA Group shares versus the MDAX*
Past 3 months + 1.8 percentage points
Past 6 months + 9.7 percentage points
Past 12 months + 27.5 percentage points
Past 24 months - 12.5 percentage points
Past 36 months + 3.8 percentage points
* Based on the closing prices as of March 31, 2010 > 10%
3% to 10%
3% to -3%
-3 to -10%
> -10% Change year-on-year
Q1 Q1
Key performance indicators for GEA Group shares (prices: XETRA closing prices)
2010
2009
Shares issued (March 31, million)
183.8
183.8
Share price 1
(March 31, EUR)
17.16
8.03
High (EUR)
17.58
13.54
Low (EUR)
13.60
7.34
Market capitalization (March 31, EUR billion) 2
3.2
1.5
Average daily trading volume (million)
1.1
1.4

1) or on the last trading day of the reporting period 2) based on shares issued

Shareholders with an equity interest of over 5% in accordance with WpHG (German Securities Trading Act)
BlackRock 10.1
Kuwait Investment Office 8.3
Amundi 5.1

Consolidated Financial Statements for the 1st Quarter of 2010

Consolidated Balance Sheet

as of March 31, 2010

Assets Change
(EUR thousand) 03/31/2010 12/31/2009 in %
Property, plant, and equipment 614,105 607,919 1.0
Investment property 22,121 22,694 -2.5
Goodwill 1,541,752 1,530,861 0.7
Other intangible assets 163,622 159,219 2.8
Equity-accounted investments 10,093 10,784 -6.4
Other noncurrent financial assets 44,350 49,863 -11.1
Deferred taxes 330,711 321,861 2.7
Noncurrent assets 2,726,754 2,703,201 0.9
Inventories 607,999 566,129 7.4
Trade receivables 1,033,166 1,063,659 -2.9
Income tax receivables 21,983 21,303 3.2
Other current financial assets 167,066 145,114 15.1
Cash and cash equivalents 370,361 491,979 -24.7
Current assets 2,200,575 2,288,184 -3.8
Assets held for sale 2,943 3,004 -2.0
Total assets 4,930,272 4,994,389 -1.3
Total equity and liabilities 4,930,272 4,994,389 -1.3
Current liabilities 2,124,964 2,259,531 -6.0
Other current liabilities 700,195 665,981 5.1
Income tax liabilities 35,829 44,500 -19.5
Trade payables 528,315 625,104 -15.5
Current financial liabilities 243,779 238,950 2.0
Current employee benefit obligations 163,761 171,453 -4.5
Current provisions 453,085 513,543 -11.8
Noncurrent liabilities 991,797 999,852 -0.8
Deferred taxes 78,019 74,411 4.8
Other noncurrent liabilities 9,578 10,908 -12.2
Noncurrent financial liabilities 245,135 247,124 -0.8
Noncurrent employee benefit obligations 489,486 491,727 -0.5
Noncurrent provisions 169,579 175,682 -3.5
Equity 1,813,511 1,735,006 4.5
Noncontrolling interests 620 548 13.1
Accumulated other comprehensive income/loss 3,372 -47,997 >100
Retained earnings 43,973 16,909 >100
Capital reserves 1,268,656 1,268,656 -
Subscribed capital 496,890 496,890 -
(EUR thousand) 03/31/2010 12/31/2009 in %
Equity and liabilities Change

Consolidated Income Statement

for the period January 1 – March 31, 2010

Q1 Q1 Change
(EUR thousand) 2010 2009 in %
Revenue 938,198 1,054,468 -11.0
Cost of sales 670,473 753,380 -11.0
Gross profit 267,725 301,088 -11.1
Selling expenses 112,009 120,252 -6.9
General and administrative expenses 111,134 114,636 -3.1
Other income 54,614 44,429 22.9
Other expenses 48,468 57,108 -15.1
Share of profit or loss of equity-accounted investments 154 321 -52.0
Other financial income 423 - -
Earnings before interest and tax (EBIT) 51,305 53,842 -4.7
Interest income 3,720 6,813 -45.4
Interest expense 17,833 21,123 -15.6
Profit before tax from continuing operations
37,192 39,532 -5.9
Income taxes 10,002 10,753 -7.0
Profit after tax from continuing operations 27,190 28,779 -5.5
Profit or loss after tax from discontinued operations - -26 -
Profit for the period 27,190 28,753 -5.4
of which attributable to GEA Group shareholders 27,064 28,593 -5.3
of which attributable to noncontrolling interests 126 160 -21.3
(EUR)
Earnings per share from continuing operations 0.15 0.16 -5.4
Earnings per share from discontinued operations 0.00 0.00 -
Earnings per share 0.15 0.16 -5.3
Weighted average number of shares outstanding (million) 183.8 183.8 -
Diluted earnings per share * 0.14 0.16 -11.2

* On basis of the settlement proposal by the Dortmund Regional Court concerning the award proceedings (see Annual report 2009 page 207)

Consolidated Statement of Comprehensive Income

for the period January 1 – March 31, 2010

Q1 Q1
(EUR thousand) 2010 2009
Profit for the period 27,190 28,753
Exchange differences on translating foreign operations 53,432 15,784
Available-for-sale financial assets 1 26
Cash flow hedges -2,125 -5,391
Other comprehensive income 51,308 10,419
Total comprehensive income 78,498 39,172
of which attributable to GEA Group shareholders 78,433 39,012
of which attributable to noncontrolling interests 65 160

Consolidated Cash Flow Statement

for the period January 1 – March 31, 2010

(EUR thousand) Q1
2010
Q1
2009
Profit for the period 27,190 28,753
plus income taxes 10,002 10,753
plus/minus profit or loss after tax from discontinued operations - 26
Profit before tax from continuing operations 37,192 39,532
Net interest income 14,113 14,310
Earnings before interest and tax (EBIT) 51,305 53,842
Depreciation, amortization, impairment losses, and reversal of impairment losses
on noncurrent assets 25,508 22,831
Other noncash income and expenses 1,170 1,068
Employee benefit obligations -10,176 -10,556
Change in provisions -42,584 -13,227
Losses on disposal of noncurrent assets -738 -108
Change in inventories including unbilled PoC receivables * -41,437 -27,020
Change in trade receivables 86,303 155,513
Change in trade payables -119,223 -200,506
Change in other operating assets and liabilities -6,003 -3,136
Tax payments -17,681 -15,552
Net cash flow from operating activities of discontinued operations 471 -14,792
Cash flow from operating activities -73,085 -51,643
Proceeds from disposal of noncurrent assets 2,856 1,112
Payments to acquire property, plant, and equipment, and intangible assets -13,346 -31,948
Payments to acquire noncurrent financial assets -4 -
Interest and dividend income 2,623 3,324
Payments to acquire subsidiaries and other businesses -5,336 -4,880
Cash flows from disposal of discontinued operations -40,228 -34,816
Net cash flow from investing activities of discontinued operations 2,016 -5
Cash flow from investing activities -51,419 -67,213
Change in finance leases -993 -362
Proceeds from finance loans 6,521 8,481
Repayments of finance loans -7,878 -24,700
Interest payments -11,639 -13,356
Net cash flow from financing activities of discontinued operations -51 -139
Cash flow from financing activities -14,040 -30,076
Effect of exchange rate changes and other changes on cash and cash equivalents 14,706 2,132
Change in unrestricted cash and cash equivalents -123,838 -146,800
Unrestricted cash and cash equivalents at beginning of period 488,057 431,106
Unrestricted cash and cash equivalents at end of period 364,219 284,306
Restricted cash and cash equivalents 6,142 6,565
Cash and cash equivalents reported in the balance sheet 370,361 290,871

* including advance payments received

Consolidated Statement of Changes in Equity

as of March 31, 2010

Accumulated other comprehensive income
(EUR thousand) Subscribed
capital
Capital
reserves
Retained
earnings
Translation of
foreign
operations
Available-for
sale financial
assets
Cash flow
hedges
Equity
attributable to
shareholders of
GEA Group AG
Noncontrolling
interests
Total
Balance at Dec. 31, 2008
(183.807.845 shares) 496,890 1,079,610 -69,689 -42,716 -25 -11,984 1,452,086 3,319 1,455,405
Total comprehensive income - - 160,623 702 34 5,992 167,351 671 168,022
Dividend payment by
GEA Group AG
Change in other noncontrolling
- - -73,523 - - - -73,523 - -73,523
interests - - - - - - - -3,442 -3,442
Share-based payment - 46 - - - - 46 - 46
Award proceedings - 189,000 -502 - - - 188,498 - 188,498
Balance at Dec. 31, 2009
(183.807.845 shares) 496,890 1,268,656 16,909 -42,014 9 -5,992 1,734,458 548 1,735,006
Total comprehensive income - - 27,064 53,493 1 -2,125 78,433 65 78,498
Dividend payment by
GEA Group AG - - - - - - - - -
Change in other noncontrolling
interests - - - - - - - 7 7
Share-based payment - - - - - - - - -
Award proceedings - - - - - - - - -
Balance at Mar. 31, 2010
(183.807.845 shares) 496,890 1,268,656 43,973 11,479 10 -8,117 1,812,891 620 1,813,511

Notes to the Consolidated Financial Statements

1. Reporting principles

The interim financial statements of GEA Group Aktiengesellschaft and the interim financial statements of the subsidiaries included in the consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRSs) and related Interpretations issued by the International Accounting Standards Board (IASB), as adopted by the EU for interim financial reporting in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and the Council on the application of international accounting standards. In accordance with IAS 34, the interim financial report does not contain all the information and disclosures required by IFRSs for full-year consolidated financial statements.

The accompanying consolidated financial statements and Group management report on the first quarter have not been audited in accordance with section 317 of the Handelsgesetzbuch (HGB – German Commercial Code) or reviewed by an auditor.

With the exception of the pronouncements effective as of January 1, 2010, the accounting policies applied to the accompanying interim financial statements are the same as those applied as of December 31, 2009 and are described in detail on pages 116 to 136 of the 2009 Annual Report containing GEA Group's IFRS consolidated financial statements.

The following accounting standards were required to be applied by GEA Group in the reporting period:

  • IAS 39 "Financial Instruments: Recognition and Measurement" amendment to the hedged items that qualify as risk positions
  • IFRS 2 "Share-based Payment" amendment relating to group cash-settled share-based payment transactions
  • IFRS 3 "Business Combinations" revision relating to the application of the purchase method

Improvements to IFRSs 2009 – amendments under the IASB's annual improvements project

On the one hand, the revised IFRS 3 replaces various rules applicable to date, and on the other, fills in existing gaps in guidance. The most significant amendment relates to the presentation of business combinations in which less than 100 percent of a company's shares are acquired. It introduces the option to realize goodwill from an acquisition in full, i.e., including in the amount attributable to noncontrolling interests. In addition, step acquisitions must be taken directly to equity as transactions between shareholders after control is gained or after partial disposals of shares without the loss of control. The transaction costs of the acquisition must also be recognized in full as an expense.

GEA Group has decided not to exercise the option to also realize goodwill attributable to noncontrolling interests for the time being. In the first quarter of 2010, there were no step acquisitions after gaining control or after partial disposals of shares without the loss of control; the amendment therefore had no effect. Transaction costs in the amount of EUR 300 thousand, which would have been required to be capitalized under the previous rule, are recognized as an expense.

The "Improvements to IFRSs" document, which was published in the previous year as part of the annual improvements project, comprises a total of fifteen minor amendments to ten existing standards and two interpretations. One amendment relates to the classification of leases of land and buildings. Following the amendment leases of land are classified either as finance or operating leases under the general classification criteria. Previously, leases of land could only be accounted for finance leases if legal title was likely to be transferred at the end of the period of use. As a result of this amendment, leasehold interests in the amount of EUR 2,947 thousand were reclassified from prepaid expenses to property, plant, and equipment as of January 1, 2010.

The other pronouncements required to be applied for the first time had no effect on the consolidated financial statements as no issues arose to which the new pronouncements would have been applicable.

No new IFRS pronouncements were issued by the IASB in the first quarter.

These interim financial statements present a true and fair view of the Company's results of operations, financial position, and net assets in the reporting period.

Preparation of interim financial statements requires management to make certain estimates and assumptions that may affect the Company's assets, liabilities, provisions, and deferred tax assets and liabilities, as well as its income and expenses. Although management makes such estimates and assumptions carefully and in good faith, actual amounts may differ from the estimates used in the interim financial statements.

Factors that may cause amounts to fall below expectations include a prolonged deterioration in the global economy, movements in exchange rates and interest rates, as well as material litigation and changes in environmental or other legislation. Production errors, the loss of key customers, and rising borrowing costs may also adversely affect the Group's future performance.

These interim financial statements have been prepared in euros (EUR). All amounts, including the comparative figures, are presented in thousands of euros (EUR thousand), except for the segment information. All amounts have been rounded using standard rounding rules. Adding together individual amounts may therefore result in a difference in the order of EUR 1 thousand in certain cases.

2. Basis of consolidation

The consolidated group changed as follows in the first quarter of 2010:

Number of
companies
Consolidated group as of December 31, 2009 318
German companies (including GEA Group AG) 63
Foreign companies 255
Initial consolidation 2
Mergers -3
Liquidations -1
Consolidated group as of March 31, 2010 316
German companies (including GEA Group AG) 62
Foreign companies 254

A total of 99 subsidiaries (December 31, 2009: 103) were not consolidated since their effect on the Group's results of operations, financial position, and net assets is not material even when viewed in the aggregate.

3. Acquisitions

On March 31, 2010, the GEA Farm Technologies Segment acquired all the shares of SKIOLD MULLERUP A/S, Ullerslev/Denmark. The company is a leading producer of systems for automatic cow feeding and manure processing as well as of cow cubicles in Northern Europe. The acquisition allows the segment to expand its product range and customer base. In 2009, MULLERUP generated with a headcount of 40 employees a revenue of approximately EUR 7 million.

With the acquisition of MULLERUP the following preliminary assets and liabilities were purchased:

Carrying
(EUR thousand) amount Fair value
Noncurrent assets 1,422 4,283
Current assets 2,216 2,269
Total assets 3,638 6,552
Noncurrent liabilities 840 1,568
Current liabilities 1,564 1,564
Total liabilities 2,404 3,132
Net assets acquired 1,234 3,420
Acquisition costs 5,357
Difference 1,937

Total acquisition costs amounted to EUR 5,357 thousand. The preliminary identified net assets amount to EUR 3,420 thousand, producing preliminary goodwill of EUR 1,937 thousand. There is particular uncertainty surrounding the measurement of intangible assets and the calculation of the fair values of noncurrent assets. Acquisition-related costs are estimated at approximately EUR 300 thousand. They are reported under other expenses.

If MULLERUP had been acquired as of January 1, 2010, it would have contributed EUR 1,239 thousand to consolidated revenue and generated a loss of EUR 113 thousand.

The acquisitions led to the following cash flow effects:

Q1 Q1
(EUR thousand) 2010 2009
Acquisition costs 5,357 8,390
Acquisition-related costs - 387
less noncash consideration - 5,336
Purchase price paid 5,357 3,441
less cash acquired 1 416
Net cash used in acquisitions 5,356 3,025

Payments to acquire subsidiaries and other businesses totaling EUR 5,336 thousand (previous year: EUR 4,880 thousand) are reported in the cash flow statement. The difference relates to cash inflows in the amount of EUR 20 thousand (previous year: EUR 129 thousand) from the inclusion of previously non-consolidated subsidiaries as well as a contingent purchase price payment of EUR 1,984 thousand in the previous year.

4. Balance sheet disclosures

The decline in current provisions relates mainly to the partial utilization of a provision in the amount of EUR 40,089 thousand for the former Lentjes business unit. Specific indemnities relating to the individual situation were agreed for the sale.

5. Income statement disclosures

Restructuring expenses amounted to EUR 1,295 thousand in the reporting period (previous year: EUR 2,191 thousand). Other income includes income from the reversal of an impairment loss on a receivable written off from the former metal trading operations. The taxes recognized during the interim reporting period were calculated using an estimated tax rate of 26.9 percent (previous year: 27.2 percent).

6. Segment reporting

As a result of the reorganization adopted by the Supervisory Board on September 22, 2009, the group has been organized into five operating segments since January 1, 2010. The activities which are not allocated to the operating segment are presented in "Other". Together they form the six segments of the segment reporting.

GEA Farm Technologies

As a full-line supplier for livestock farming, GEA Farm Technologies offers milking and refrigeration technology and animal hygiene products to ensure profitable milk production. Barn equipment, professional manure management systems, and farm services round off the segment's profile as a systems provider for all farm sizes.

GEA Heat Exchangers

GEA Heat Exchangers encompasses all of the group's heat exchanger activities. With its finned-tube, shell-tube, and plate heat exchangers, as well as wet and dry cooling systems, and air conditioning and treatment systems, the segment offers a comprehensive range of products for all conceivable applications. It focuses in particular on markets in the food and energy sectors, as well as air conditioning and environmental technology.

GEA Mechanical Equipment

GEA Mechanical Equipment offers high-quality process equipment in the form of separators, decanters, and homogenizers, as well as pumps and valves. Among other applications, these products are used in food processing, the pharmaceutical industry, biotechnology, the chemical industry, marine applications, the mineral oil industry, energy generation, and environmental technology.

GEA Process Engineering

GEA Process Engineering specializes in the design and installation of process lines for the food and beverage industries, the pharmaceutical and chemical industries, and for cosmetics. Gas cleaning plants round off this segment's product portfolio.

GEA Refrigeration Technologies

GEA Refrigeration Technologies is active in the field of industrial refrigeration technology. Its activities comprise the development, production, installation, and maintenance of refrigeration technology systems in a wide variety of industries, the production of reciprocating and screw processors for refrigeration, and the development and production of state-of-the-art freezing equipment for processing chilled and frozen foods.

Other

The "Other" segment comprises the companies with business activities that do not form part of the core business. In addition to the holding company and service companies, it includes companies that report investment property held for sale, pension obligations, and residual mining obligations.

GEA Farm GEA Heat GEA Mechanical GEA Process GEA Refrigeration
(EUR million) Technologies Exchangers Equipment Engineering Technologies Other Consolidation GEA Group
Jan. 1, 2010 – Mar. 31, 2010
Order intake 101.1 304.4 172.0 335.7 127.5 - -30.5 1,010.2
External revenue 85.2 335.0 137.8 255.9 117.0 7.3 - 938.2
Intersegment revenue 0.2 5.9 18.9 1.0 0.4 - -26.4 -
Total revenue 85.4 340.9 156.7 256.9 117.4 7.3 -26.4 938.2
EBITDA 3.0 32.1 24.8 14.7 3.7 -1.5 - 76.8
EBIT 0.0 22.8 20.5 11.1 1.6 -4.7 - 51.3
EBIT margin (%) 0.0 6.7 13.1 4.3 1.3 -64.3 - 5.5
Restructuring expenses 0.0 1.1 0.1 - 0.1 - - 1.3
ROCE in % 1 8.2 19.7 28.6 33.5 7.9 -2.1 0.0 19.0
Working capital 2 125.7 220.3 187.4 -23.0 62.3 -8.5 2.7 566.9
Investments in property,
plant, and equipment and
intangible assets
4.0 2.0 1.4 2.3 1.2 2.5 - 13.4
Depreciation and amortization 3.0 9.3 4.2 3.6 2.2 3.1 - 25.5
Jan. 1, 2009 – Mar. 31, 2009
Order intake 94.9 413.6 194.9 251.0 138.9 - -20.7 1,072.5
External revenue 86.6 380.0 188.7 270.5 122.1 6.6 - 1,054.5
Intersegment revenue - 7.0 11.3 0.3 0.2 0.1 -18.9 -
Total revenue 86.6 387.0 200.0 270.7 122.3 6.7 -18.9 1,054.5
EBITDA 0.8 35.5 26.7 10.2 4.0 -0.5 - 76.7
EBIT -1.6 27.2 23.0 6.7 1.8 -3.4 - 53.8
EBIT margin (%) -1.8 7.0 11.5 2.5 1.5 -50.6 - 5.1
Restructuring expenses - 0.6 - 0.9 0.4 0.3 - 2.2
ROCE in % 1 21.7 26.7 33.7 36.2 15.3 -2.8 0.0 26.1
Working capital ² 142.9 370.4 242.2 29.4 76.2 -13.8 24.9 872.3
Investments in property,
plant, and equipment and
intangible assets 3.4 16.5 3.5 3.2 4.4 1.1 - 31.9
Depreciation and amortization 2.4 8.3 3.6 3.5 2.1 2.9 - 22.8

1) ROCE = EBIT before restructuring expenses in the past 12 months / (capital employed – goodwill from the acquisition of the former GEA AG by the former Metallgesellschaft AG in 1999 (both at average)); capital employed =

noncurrent assets + working capital 2) Working capital as of the reporting date = inventories + trade receivables – trade payables – advance payments received Incoming orders are recognized on the basis of legally valid contracts. Intersegment revenue is calculated using standard market prices.

In accordance with the internal management system as described in the 2009 Annual Report, the profitability of the individual group segments is measured using "earnings before interest, tax, depreciation, and amortization" (EBITDA), "earnings before interest and tax" (EBIT) as presented in the income statement, and the EBIT margin.

The following table shows the reconciliation of EBITDA to EBIT:

Reconciliation of EBITDA to EBIT Q1 Q1
(EUR million) 2010 2009
EBITDA 76.8 76.7
Depreciation of property, plant, and equipment, and investment property,
and amortization of intangible assets -25.5 -22.8
Impairment losses on property, plant, and equipment, investment property,
intangible assets and goodwill - -
Other impairment losses and reversals of impairment losses - -
EBIT 51.3 53.8

A reconciliation of EBIT to profit or loss before tax is contained in the income statement.

ROCE is regularly used to assess how effectively the capital invested in business operations is being used.

The recognition and measurement policies for segment assets and liabilities, and hence for working capital as well, are the same as those used in the group and described in the accounting policies section of the 2009 Annual Report.

The following table shows the reconciliation of working capital to total assets:

Reconciliation of working capital to total assets
(EUR million) 03/31/2010 03/31/2009
Working capital (reporting date) 566.9 872.3
Working capital (reporting date) of Ruhrzink -0.1 0.3
Noncurrent assets 2,726.8 2,459.7
Income tax receivables 22.0 13.2
Other current financial assets 167.1 195.8
Cash and cash equivalents 370.4 290.9
Assets held for sale 2.9 19.1
plus trade payables 528.3 528.6
plus advance payments in respect of orders and construction contracts 214.9 239.0
plus gross amount due to customers for contract work 331.2 334.9
Total assets 4,930.3 4,953.8

7. Related party transactions

There were no material related party transactions with an effect on the results of operations, financial position, and net assets.

Financial Calendar

July 30, 2010 Half-yearly Financial Report for the period to June 30, 2010
October 29, 2010 Quarterly Financial Report for the period to September 30, 2010
March 10, 2011 Annual Press Conference / Analysts Meeting on the 2010 Fiscal Year
April 21, 2011 Annual Shareholders' Meeting for 2010

The GEA Group Stock: Key data

WKN 660 200
ISIN DE0006602006
Reuters code G1AG.DE
Bloomberg code G1A.GR
Xetra G1A.DE

American Depository Receipts (ADR)

CUSIP 361592108
Bloomberg code GEAGY:US
Sponsor Deutsche Bank Trust Company Americas
ADR-Level 1
Ratio 1:1
GEA Group Aktiengesellschaft Public Relations Investor Relations
Dorstener Str. 484 Phone +49 (0) 234 980-1081 Phone +49 (0) 234 980-1490
44809 Bochum Fax +49 (0) 234 980-1087 Fax +49 (0) 234 980-1087
Germany Email [email protected] Email [email protected]
www.geagroup.com

This report includes forward-looking statements on GEA Group Aktiengesellschaft, its subsidiaries and associates, and on the economic and political conditions that may influence the business performance of the GEA Group. All these statements are based on assumptions made by the Executive Board using information available to it at the time. Should these assumptions prove to be wholly or partly incorrect, or should further risks arise, actual business performance may differ from that expected. The Executive Board therefore cannot assume any liability for the statements made.

This report is a translation of the German original; in the event of variances, the German version shall take precedence over the Englisch translation.

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