Quarterly Report • Aug 7, 2012
Quarterly Report
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January 1 – June 30, 2012
engineering for a better world
All figures as of the reporting date 2011 already include the acquisitions of CFS and Bock. Starting from the second quarter 2011, these acquisitions will be reported in the figures for the period.
| (EUR million) | Q2 2012 |
Q2 1 2011 |
Change in % |
Q1-Q2 2012 |
Q1-Q2 1 2011 |
Change in % |
|---|---|---|---|---|---|---|
| Results of operations | ||||||
| Order intake | 1,401.0 | 1,462.5 | -4.2 | 2,945.9 | 2,704.7 | 8.9 |
| Revenue | 1,391.3 | 1,349.0 | 3.1 | 2,654.9 | 2,387.0 | 11.2 |
| Order backlog | 2,967.4 | 2,770.6 | 7.1 | 2,967.4 | 2,770.6 | 7.1 |
| EBITDA pre purchase price allocation and one-offs 2/3 | 143.1 | 135.7 | 5.5 | 243.9 | 227.6 | 7.1 |
| EBITDA pre purchase price allocation 3 | 143.1 | 135.7 | 5.5 | 208.1 | 227.6 | -8.6 |
| as % of revenue | 10.3 | 10.1 | – | 7.8 | 9.5 | – |
| EBITDA | 142.6 | 116.0 | 23.0 | 207.5 | 207.9 | -0.2 |
| EBIT pre purchase price allocation and one-offs 2/3 | 119.0 | 109.7 | 8.5 | 193.9 | 178.7 | 8.5 |
| EBIT pre purchase price allocation 3 | 119.0 | 109.7 | 8.5 | 158.2 | 178.7 | -11.5 |
| as % of revenue | 8.6 | 8.1 | – | 6.0 | 7.5 | – |
| EBIT | 111.9 | 79.3 | 41.1 | 144.7 | 146.1 | -1.0 |
| as % of revenue | 8.0 | 5.9 | – | 5.5 | 6.1 | – |
| EBT | 94.0 | 62.0 | 51.6 | 110.3 | 117.9 | -6.4 |
| Profit for the period | 72.8 | 51.6 | 41.2 | 85.5 | 91.3 | -6.4 |
| Net assets | ||||||
| Total assets | 6,198.8 | 5,703.6 | 8.7 | 6,198.8 | 5,703.6 | 8.7 |
| Equity | 2,121.6 | 1,847.7 | 14.8 | 2,121.6 | 1,847.7 | 14.8 |
| as % of total assets | 34.2 | 32.4 | – | 34.2 | 32.4 | – |
| Working capital (reporting date) 4 | 764.3 | 707.3 | 8.1 | 764.3 | 707.3 | 8.1 |
| Working capital (average) 4/5 | 756.3 | 593.2 | 27.5 | 756.3 | 593.2 | 27.5 |
| as % of revenue 6 | 13.3 | 12.4 | – | 13.3 | 12.4 | – |
| Net liquidity (+)/Net debt (-) 7/8 | -730.4 | -698.9 | -4.5 | -730.4 | -698.9 | -4.5 |
| Gearing in % 7/9 | 34.4 | 37.8 | – | 34.4 | 37.8 | – |
| Financial position | ||||||
| Cash flow from operating activities | 88.8 | -15.6 | – | -93.0 | -147.7 | 37.0 |
| Capital employed (reporting date) 10 | 3,855.4 | 3,624.0 | 6.4 | 3,855.4 | 3,624.0 | 6.4 |
| Capital employed (average) 5/10 | 3,775.4 | 3,169.9 | 19.1 | 3,775.4 | 3,169.9 | 19.1 |
| ROCE in % 11/12 | 12.5 | 11.9 | – | 12.5 | 11.9 | – |
| ROCE in % (goodwill adjusted) 11/13 | 18.8 | 19.4 | – | 18.8 | 19.4 | – |
| Capital expenditure on property, plant and equipment | 26.1 | 41.4 | -36.8 | 48.8 | 56.7 | -14.0 |
| Employees (reporting date) 14 | 24,488 | 23,098 | 6.0 | 24,488 | 23,098 | 6.0 |
| GEA Shares 15 | ||||||
| Earnings per share pre purchase price allocation | 0.43 | 0.41 | 4.2 | 0.52 | 0.63 | -17.7 |
| Earnings per share | 0.40 | 0.28 | 41.2 | 0.46 | 0.50 | -6.4 |
| Weighted average number of shares outstanding (million) | 183.8 | 183.8 | – | 183.8 | 183.8 | – |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
2) In 2012 before one-offs from GEA Food Solutions due to changes of estimation of 35.8 EUR million (Q1)
3) Before effects of purchase price allocations from revalued assets and liabilities 4) Working capital = inventories + trade receivables - trade payables - advance payments received
5) Average of the past 12 months
6) Working capital (average of the past 12 months) / revenue of the past 12 months
7) Including discontinued operations
8) Net liquidity/debt = cash and cash equivalents + marketable securities - liabilities to banks
9) Gearing = net debt (+) or net liquidity (-) / equity
10) Capital employed = noncurrent assets + working capital
11) ROCE = EBIT in the past 12 months (in 2010 before restructuring expenses) / capital employed (average of the past 12 months)
12) Capital employed including goodwill from the acquisition of the former GEA AG by the former Metallgesellschaft AG in 1999
13) Capital employed excluding goodwill from the acquisition of the former GEA AG by the former Metallgesellschaft AG in 1999 14) Full-time equivalents (FTE) excluding vocational trainees and inactive employment contracts
15) EUR
| Management Report | 2 | Economic Environment | |||||
|---|---|---|---|---|---|---|---|
| 2 | Business Performance | ||||||
| 20 | Outlook | ||||||
| 22 | GEA Shares | ||||||
| Consolidated Financial | 24 | Consolidated Balance Sheet | |||||
| Statements | 26 | Income Statement/ Statement of Comprehensive Income |
|||||
| 30 | Cash Flow Statement | ||||||
| 31 | Statement of Changes in Equity | ||||||
| 32 | Notes to the Consolidated Financial Statements |
||||||
| 44 | Assurance of the Legal Representatives |
Financial calendar/Imprint
Many business and economic indicators deteriorated slightly again in the second quarter of 2012 compared with the beginning of the year. The International Monetary Fund (IMF) reports increasing signs of a slowdown in growth not only in Europe and the U.S., but also in the major emerging economies, such as Brazil, China, and India ("World Economic Outlook Update", July 2012). In its "Economic Outlook" published in May 2012, the Organization for Economic Cooperation and Development (OECD) warns of a downturn in the eurozone due to the weak state of the economy and the problems in the financial system. It notes that the necessary process towards reform has begun, but that it is being hindered by continued slow economic growth.
The latest figures published by the German Engineering Federation (VDMA) also reveal that signals about future economic growth are relatively weak. May was the seventh successive month in which orders were down. The three-month period from March to May, which is less susceptible to short-term fluctuations, recorded an overall year-on-year drop of 6 percent in real terms. With a decline of 9 percent, domestic business was down significantly more sharply than export orders (down 5 percent).
GEA Group's order intake declined by 4.2 percent in the second quarter of 2012 to EUR 1,401.0 million (previous year: EUR 1,462.5 million). The decline in order intake of EUR 61.5 million compared with the second quarter of 2011 is almost exclusively attributable to medium-sized orders worth between EUR 5 million and EUR 15 million, which were down approximately EUR 64 million year-on-year. Adjusted for acquisitions, divestments, and exchange rate changes, order intake recorded an organic decline of 6.6 percent compared with the second quarter of 2011.
Compared with the first quarter of 2012, which had yielded the strongest quarterly figures since 2008, order intake declined by approximately EUR 144 million, or 9.3 percent, in the second quarter of 2012.
The GEA Process Engineering Segment secured major orders (larger than EUR 15 million) in the second quarter for a process line for a brewery in Ireland and a milk powder plant for a customer in Singapore, with a combined volume of approximately EUR 44 million. The GEA Heat Exchangers Segment booked a power plant order in Iraq for approximately EUR 28 million. In the prior-year period, GEA received three major orders with a combined volume of approximately EUR 63 million.
| Order intake (EUR million) |
Q2 2012 |
Q2 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| GEA Food Solutions * | 95.8 | 102.3 | -6.4 | 193.2 | 102.3 | 88.8 |
| GEA Farm Technologies | 145.7 | 129.5 | 12.5 | 293.8 | 255.4 | 15.0 |
| GEA Heat Exchangers | 379.0 | 445.6 | -15.0 | 785.0 | 821.1 | -4.4 |
| GEA Mechanical Equipment | 233.2 | 230.1 | 1.3 | 472.0 | 449.3 | 5.0 |
| GEA Process Engineering | 401.2 | 426.2 | -5.9 | 912.5 | 827.6 | 10.3 |
| GEA Refrigeration Technologies | 180.4 | 162.8 | 10.9 | 358.3 | 315.5 | 13.6 |
| Total | 1,435.3 | 1,496.5 | -4.1 | 3,014.8 | 2,771.2 | 8.8 |
| Other and consolidation | -34.2 | -34.0 | -0.8 | -68.9 | -66.6 | -3.5 |
| GEA Group | 1,401.0 | 1,462.5 | -4.2 | 2,945.9 | 2,704.7 | 8.9 |
*) Inclusion of GEA Food Solutions since 03/31/2011
The food and beverage sector accounted for 52.6 percent of GEA's worldwide operations. It accounted for 52.8 percent in the Western European region, 61.3 percent in North America, and 49.5 percent in the Asia/Pacific region. The energy end market had a 14.8 percent share of GEA's total order intake. The share of the chemical business amounted to 6.6 percent. The pharmaceutical customer industry slightly increased its share of GEA's business volume to 5.7 percent. The marine customer industry's share remained flat at 3.1 percent, while climate and environment increased its share to 12.1 percent.
In the first half of 2012, order intake in the group increased by 8.9 percent to EUR 2,945.9 million (previous year: EUR 2,704.7 million). Acquisitions and other changes in the basis of consolidation in the first half of 2012 contributed 5.4 percent to the increase in order intake. Changes in exchange rates positively affected this figure by 2.4 percent. Order intake thus grew organically by 1.2 percent compared with the first half of 2011.
GEA Group order intake (Q1-Q2): EUR 2,945.9 million (previous year EUR 2,704.7 million)
Order intake in the GEA Food Solutions Segment, which was included in consolidation for the first time in the second quarter of 2011, amounted to EUR 95.8 million in the second quarter of 2012. This was 6.4 percent below the figure for the prior-year period. Adjusted for the sale of the packaging materials business in the fourth quarter of 2011, the segment grew organically by 6.9 percent in the quarter under review.
The segment operates in the food and beverage end market, where it is active almost exclusively in the solid food customer industry. Its regional focus is on Western Europe.
In the first half of 2012, the segment recorded an order intake of EUR 193.2 million. Presenting comparative changes as against the prior year has a low informative value because the segment was only included for three months in the first half of 2011.
GEA Food Solutions order intake (Q2 / 2012): EUR 193.2 million
Order intake in the GEA Farm Technologies Segment increased by 12.5 percent year-on-year to EUR 145.7 million. Adjusted for the effect of exchange rate movements of 3.9 percent, organic growth amounted to 8.6 percent.
The segment operates almost exclusively in the dairy industry and its sales are focused on Western Europe and North America. All key sales regions contributed to growth.
In the first half of 2012, order intake in the segment increased by 15.0 percent to EUR 293.8 million (previous year: EUR 255.4 million). Adjusted for the effect of exchange rate movements of 2.9 percent, organic growth amounted to 12.1 percent.
GEA Farm Technologies order intake (Q1-Q2): EUR 293.8 million (previous year EUR 255.4 million) by sector(last twelve months)
Food/Beverages GEA Group total
Order intake in the GEA Heat Exchangers Segment declined by 15.0 percent to EUR 379.0 million in the second quarter of 2012. This was mainly the result of a lack of major orders. Adjusted for the effect of exchange rate changes of 1.6 percent, negative organic growth amounted to 16.5 percent.
With a share of 45.3 percent (down 4.5 percentage points), energy is by far the segment's largest end market. However, the power plant business remained weak overall, and demand from the oil and gas industry in particular in the Middle East and Latin America saw a sharp decline. In this segment, changes in the breakdown for the regions are often the result of individual major orders received. This is particularly evident when comparing quarterly figures.
In the first half of 2012, order intake in the segment declined by 4.4 percent to EUR 785.0 million (previous year: EUR 821.1 million). Adjusted for the effect of exchange rate changes of 1.3 percent and changes from acquisitions of 3.3 percent, negative organic growth amounted to 9.0 percent.
GEA Heat Exchangers order intake (Q1-Q2): EUR 785.0 million (previous year EUR 821.1 million)
Order intake in the GEA Mechanical Equipment Segment rose to EUR 233.2 million in the second quarter of 2012, a year-on-year increase of 1.3 percent. The EUR 3.1 million increase was driven exclusively by smaller orders worth less than EUR 1 million, which account for around 90 percent of total business and increased by 7.2 percent. Adjusted for the effect of exchange rate changes of 2.7 percent and changes in the basis of consolidation of 1.7 percent, negative organic growth amounted to 3.1 percent.
The food and beverage sector, the largest end market by far, rose faster than the total volume at 8 percent, reaching a share of 57.5 percent (previous year: 53.7 percent). The share of the energy end market, where several biodiesel orders for Latin America had been recorded in the prior year, declined to 10.1 percent (previous year: 15.6 percent). The marine sector remained flat, with its share holding steady at 12.5 percent (previous year: 12.1 percent).
In the first half of 2012, order intake in the segment increased by 5.0 percent to EUR 472.0 million (previous year: EUR 449.3 million). Adjusted for the effect of exchange rate movements of 2.0 percent and changes in the basis of consolidation of 1.0 percent due to acquisitions, organic growth amounted to 2.1 percent.
GEA Mechanical Equipment order intake (Q1-Q2): EUR 472.0 million (previous year EUR 449.3 million) by sector(last twelve months, 3 most important industries)
The GEA Process Engineering Segment recorded a decline in its order intake in the second quarter of 2012 by 5.9 percent year-on-year to EUR 401.2 million (previous year: EUR 426.2 million). The EUR 25.0 million decline in volume was mainly attributable to medium-sized orders worth between EUR 5 million and EUR 15 million. Standard business involving orders of less than EUR 1 million remained virtually constant. The two largest orders related to a process line for a brewery in Ireland and a milk powder plant for a customer in Singapore, with a combined amount of approximately EUR 44 million. Adjusted for the effect of exchange rate changes of 3.4 percent and changes in the basis of consolidation of 1.0 percent, negative organic growth amounted to 10.3 percent.
Among the customer industries, the food and beverage end market declined by 7 percent, thus decreasing its share of the total volume by 0.9 percentage points to 63.6 percent. Both the increase in volume in Western Europe and the decreases in volume in Latin America and Asia/Pacific related to major orders. The pharmaceutical sector rose faster than the total volume by 10 percent, most significantly in Western Europe, while Asia/Pacific declined. The pharmaceutical sector's share now accounts for a total of 16.7 percent, up from 14.3 percent in the prior-year quarter. The chemical sector became significantly weaker, especially in North America. It now accounts for 9.4 percent share, after 15.2 percent in the previous year.
In the first half of 2012, order intake in the segment increased by 10.3 percent to EUR 912.5 million (previous year: EUR 827.6 million). Adjusted for the effect of exchange rate movements of 3.5 percent and changes in the basis of consolidation of 1.4 percent, organic growth amounted to 5.4 percent.
GEA Process Engineering order intake (Q1-Q2): EUR 912.5 million (previous year EUR 827.6 million) by sector(last twelve months, 3 most important industries)
Food/Beverages Pharmaceutical Chemical GEA Group total
In the GEA Refrigeration Technologies Segment, order intake in the second quarter of 2012 amounted to EUR 180.4 million, an increase of 10.9 percent over the prior-year quarter (EUR 162.8 million). Adjusted for the effect of exchange rate movements of 3.6 percent, organic growth amounted to 7.2 percent.
The growth in the second quarter was primarily attributable to an order for a plastic factory in Saudi Arabia. Orders smaller than EUR 1 million declined slightly; these orders account for around 75 percent of the business in this segment. The end markets continue to be dominated by the food and beverage sector, which has a share of 55.0 percent, although this was down 10.7 percentage points year-on-year, in part as an effect of the major order mentioned earlier. The energy business recovered in North America and in the Middle East. Its share of the segment's order intake rose by 4.3 percentage points to 9.3 percent. As a result of the major order in Saudi Arabia, the chemical business also increased its share to 11.3 percent (previous year: 6.0 percent).
In the first half of 2012, order intake in the segment increased by 13.6 percent to EUR 358.3 million (previous year: EUR 315.5 million). Adjusted for the effect of exchange rate movements of 2.5 percent and changes in the basis of consolidation of 5.3 percent from the acquisition of GEA Bock, organic growth amounted to 5.8 percent.
GEA Refrigeration Technologies order intake (Q1-Q2): EUR 358.3 million (previous year EUR 315.5 million) by sector(last twelve months, 3 most important industries)
In general, the same regional and sector-specific trends apply to revenue as to order intake, although with different time lags. However, revenue is proving to be significantly less volatile than order intake. Revenue began to pick up in 2010, albeit six months after order intake. Since the second quarter of 2011, the year-on-year growth rates for order intake and revenue have been roughly equal.
In the second quarter of 2012, group revenue increased overall by 3.1 percent to EUR 1,391.3 million (previous year: EUR 1,349.0 million). The effect of exchange rate movements amounted to 2.7 percent. Organic revenue for the second quarter of 2012 was thus up 0.6 percent year-on-year.
The service business – which turns in a significantly steadier performance than the more volatile project business – grew by 16.0 percent, faster than the segments as a whole. Its share of total revenue in the quarter under review amounted to 22.0 percent (previous year: 19.6 percent).
| Revenue (EUR million) |
Q2 2012 |
Q2 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| GEA Food Solutions 1 | 101.6 | 103.3 | -1.6 | 154.3 | 103.3 | 49.4 |
| GEA Farm Technologies | 133.1 | 118.3 | 12.5 | 250.8 | 217.9 | 15.1 |
| GEA Heat Exchangers | 404.3 | 390.9 | 3.4 | 794.0 | 729.0 | 8.9 |
| GEA Mechanical Equipment | 217.6 | 207.8 | 4.7 | 434.2 | 399.4 | 8.7 |
| GEA Process Engineering | 401.2 | 385.1 | 4.2 | 774.4 | 685.9 | 12.9 |
| GEA Refrigeration Technologies | 165.2 | 166.6 | -0.8 | 314.8 | 299.4 | 5.1 |
| Total | 1,423.1 | 1,372.0 | 3.7 | 2,722.6 | 2,434.9 | 11.8 |
| Other 2 and consolidation | -31.8 | -23.0 | -38.1 | -67.7 | -47.9 | -41.3 |
| GEA Group | 1,391.3 | 1,349.0 | 3.1 | 2,654.9 | 2,387.0 | 11.2 |
1) Inclusion of GEA Food Solutions since 03/31/2011 2) Information reported only in 2011
In the first half of 2012, group revenue increased by 11.2 percent to EUR 2,654.9 million (previous year: EUR 2,387.0 million) and was thus 9.9 percent lower than order intake. The share contributed by the service business in this period amounted to 22,2 percent (previous year: 20.7 percent).
Acquisitions and divestments contributed a total of 3.3 percentage points to revenue growth. The effects of exchange rate changes amounted to 2.1 percent. Organic revenue for the first half of 2012 was thus up 5.9 percent year-on-year.
Changes in estimates negatively impacted revenue in the GEA Food Solutions Segment by EUR 42.0 million in the first quarter of 2012. These are explained in greater detail in the notes to the consolidated financial statements (see page 38 f.).
The percentage regional breakdown of revenue changed in line with the different rates of economic growth in the regions. However, structural changes in revenue are substantially less pronounced than in order intake.
GEA Group Revenue (Q1-Q2): EUR 2,654.9 million (previous year EUR 2,387.0 million)
The order backlog amounted to EUR 2,967.4 million as of June 30, 2012. This represents an increase of EUR 290.2 million, or 10.8 percent, compared with December 31, 2011 (EUR 2,677.3 million). Exchange rate movements had a positive effect of approximately EUR 25 million. The book-to-bill ratio in the quarter under review was around 1.01 (previous year: 1.08). The order intake rose by 7.1 percent compared with June 30, 2011 (EUR 2,770.6 million). Around EUR 1,800 million of the order backlog as of June 30, 2012, is billable in the current fiscal year.
| 06/30/2012 | 06/30/2011 | Change (%) |
|---|---|---|
| 111.2 | 109.2 | 1.8 |
| 117.3 | 92.5 | 26.8 |
| 1,074.1 | 1,135.4 | -5.4 |
| 341.7 | 322.0 | 6.1 |
| 1,104.5 | 927.4 | 19.1 |
| 245.8 | 206.6 | 19.0 |
| 2,994.7 | 2,793.1 | 7.2 |
| -27.3 | -22.5 | -21.2 |
| 2,967.4 | 2,770.6 | 7.1 |
The order backlog represents a volume of 6.0 months (previous year: 6.1 months) for an order intake for the first half of the fiscal year. This figure also only changed marginally year-on-year in the individual segments. In line with the different types of business, the order backlog is between 8.2 months and 7.3 months in the GEA Heat Exchangers and GEA Process Engineering Segments, respectively, and up to 2.4 months in the GEA Farm Technologies Segment.
GEA remains committed to its policy of consciously selecting orders with reference to their price quality and contract terms. In the energy end market in particular, GEA was again faced with pronounced buyers' markets in fiscal 2012 to date.
In the second quarter of 2012, EBITDA rose by 23.0 percent to EUR 142.6 million (previous year: EUR 116.0 million). As a result, the EBITDA margin increased by 165 basis points, from 8.6 percent to 10.3 percent of revenue.
| EBITDA/EBITDA margin (EUR million) |
Q2 2012 |
Q2 1 2011 |
Change EBITDA (%) |
Q1-Q2 2012 |
Q1-Q2 1 2011 |
Change EBITDA (%) |
|---|---|---|---|---|---|---|
| GEA Food Solutions 2 | -0.8 | -13.2 | 94.2 | -43.9 | -13.2 | < -100 |
| as % of revenue | – | – | – | – | – | – |
| GEA Farm Technologies | 11.3 | 8.4 | 33.6 | 16.3 | 13.4 | 21.0 |
| as % of revenue | 8.5 | 7.1 | – | 6.5 | 6.2 | – |
| GEA Heat Exchangers | 35.9 | 35.3 | 1.6 | 68.5 | 64.9 | 5.6 |
| as % of revenue | 8.9 | 9.0 | – | 8.6 | 8.9 | – |
| GEA Mechanical Equipment | 44.5 | 44.6 | -0.4 | 84.7 | 77.3 | 9.5 |
| as % of revenue | 20.4 | 21.5 | – | 19.5 | 19.4 | – |
| GEA Process Engineering | 39.4 | 31.2 | 26.5 | 59.6 | 51.2 | 16.4 |
| as % of revenue | 9.8 | 8.1 | – | 7.7 | 7.5 | – |
| GEA Refrigeration Technologies | 13.4 | 14.3 | -6.4 | 24.3 | 23.2 | 5.0 |
| as % of revenue | 8.1 | 8.6 | – | 7.7 | 7.7 | – |
| Total | 143.7 | 120.7 | 19.1 | 209.5 | 216.8 | -3.4 |
| as % of revenue | 10.1 | 8.8 | – | 7.7 | 8.9 | – |
| Other and consolidation | -1.1 | -4.7 | 77.4 | -1.9 | -8.9 | 78.3 |
| GEA Group | 142.6 | 116.0 | 23.0 | 207.5 | 207.9 | -0.2 |
| as % of revenue | 10.3 | 8.6 | – | 7.8 | 8.7 | – |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
2) Inclusion of GEA Food Solutions since 03/31/2011
The following table shows the reconciliation of EBITDA before purchase price allocation and nonrecurring factors to EBIT:
| Q2 2012 |
Q2 * 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 * 2011 |
Change (%) |
|---|---|---|---|---|---|
| 143.1 | 135.7 | 5.5 | 243.9 | 227.6 | 7.1 |
| -24.1 | -26.0 | 7.3 | -49.9 | -48.9 | -2.0 |
| 119.0 | 109.7 | 8.5 | 193.9 | 178.7 | 8.5 |
| -6.6 | -10.7 | 38.0 | -12.9 | -12.9 | -0.2 |
| -0.4 | -19.7 | 97.8 | -0.6 | -19.7 | 97.1 |
| – | – | – | -35.8 | – | – |
| 111.9 | 79.3 | 41.1 | 144.7 | 146.1 | -1.0 |
| investment property, and amortization of intangible |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
| Reconciliation EBITDA to EBIT (EUR million) |
Q2 2012 |
Q2 * 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 * 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| EBITDA | 142.6 | 116.0 | 23.0 | 207.5 | 207.9 | -0.2 |
| Depreciation of property, plant and equipment, investment property, and amortization of intangible assets |
-30.7 | -36.7 | 16.2 | -62.8 | -61.8 | -1.7 |
| EBIT | 111.9 | 79.3 | 41.1 | 144.7 | 146.1 | -1.0 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
EBIT increased by 41.1 percent to EUR 111.9 million (previous year: EUR 79.3 million) in the second quarter of 2012. As a result, the EBIT margin increased by 216 basis points to 8.0 percent of revenue.
Adjusted for purchase price allocation effects of EUR 7.1 million (previous year: EUR 30.4 million), operating EBIT rose by EUR 9.3 million or 8.5 percent and the operating EBIT margin by 42 basis points to 8.6 percent.
| EBIT/EBIT margin pre purchase price allocation (EUR million) |
Q2 2012 |
Q2 1 2011 |
Change EBIT (%) |
Q1-Q2 2012 |
Q1-Q2 1 2011 |
Change EBIT (%) |
|---|---|---|---|---|---|---|
| GEA Food Solutions 2 | -1.9 | 4.0 | – | -47.0 | 4.0 | – |
| as % of revenue | – | 3.8 | – | – | 3.8 | – |
| GEA Farm Technologies | 8.3 | 5.6 | 47.9 | 10.2 | 7.7 | 32.2 |
| as % of revenue | 6.2 | 4.7 | – | 4.1 | 3.5 | – |
| GEA Heat Exchangers | 27.6 | 26.5 | 4.2 | 51.6 | 47.2 | 9.2 |
| as % of revenue | 6.8 | 6.8 | – | 6.5 | 6.5 | – |
| GEA Mechanical Equipment | 40.9 | 40.5 | 1.0 | 77.2 | 69.0 | 11.8 |
| as % of revenue | 18.8 | 19.5 | – | 17.8 | 17.3 | – |
| GEA Process Engineering | 35.8 | 27.6 | 29.5 | 52.3 | 44.1 | 18.5 |
| as % of revenue | 8.9 | 7.2 | – | 6.8 | 6.4 | – |
| GEA Refrigeration Technologies | 11.1 | 12.3 | -9.6 | 19.8 | 19.4 | 2.3 |
| as % of revenue | 6.7 | 7.4 | – | 6.3 | 6.5 | – |
| Total | 121.7 | 116.4 | 4.6 | 164.1 | 191.5 | -14.3 |
| as % of revenue | 8.6 | 8.5 | – | 6.0 | 7.9 | – |
| Other and consolidation | -2.7 | -6.7 | 59.7 | -5.9 | -12.8 | 53.7 |
| GEA Group | 119.0 | 109.7 | 8.5 | 158.2 | 178.7 | -11.5 |
| as % of revenue | 8.6 | 8.1 | – | 6.0 | 7.5 | – |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.) 2) Inclusion of GEA Food Solutions since 03/31/2011
Net interest income of EUR –18.0 million (previous year: EUR -17.3 million) in the second quarter includes EUR 7.7 million (previous year: also EUR 7.7 million) of discount unwinding expenses relating to provisions. The decline in net interest income in the quarter under review, a total of EUR 0.6 million, is essentially the result of the increase in debt.
Including purchase price allocation effects, EBT was EUR 94.0 million or 6.8 percent of revenue in the reporting period, up EUR 32.0 million or 216 basis points on the previous year (EUR 62.0 million).
| Key figures: Results of operations (EUR million) |
Q2 2012 |
Q2 * 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 * 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| Revenue | 1,391.3 | 1,349.0 | 3.1 | 2,654.9 | 2,387.0 | 11.2 |
| EBITDA pre purchase price allocation and one-offs | 143.1 | 135.7 | 5.5 | 243.9 | 227.6 | 7.1 |
| EBITDA pre purchase price allocation | 143.1 | 135.7 | 5.5 | 208.1 | 227.6 | -8.6 |
| EBITDA | 142.6 | 116.0 | 23.0 | 207.5 | 207.9 | -0.2 |
| EBIT pre purchase price allocation and one-offs | 119.0 | 109.7 | 8.5 | 193.9 | 178.7 | 8.5 |
| EBIT pre purchase price allocation | 119.0 | 109.7 | 8.5 | 158.2 | 178.7 | -11.5 |
| EBIT | 111.9 | 79.3 | 41.1 | 144.7 | 146.1 | -1.0 |
| EBT | 94.0 | 62.0 | 51.6 | 110.3 | 117.9 | -6.4 |
| Income taxes | 21.1 | 10.4 | > 100 | 24.8 | 26.5 | -6.4 |
| Profit after tax from continuing operations | 72.8 | 51.6 | 41.2 | 85.5 | 91.3 | -6.4 |
| Profit/loss after tax from discontinued operations | – | – | – | – | – | – |
| Profit for the period | 72.8 | 51.6 | 41.2 | 85.5 | 91.3 | -6.4 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
An income tax rate of 22.5 percent is expected for fiscal year 2012; the tax expense for the first half of 2012 was calculated on the basis of this figure.
As in the previous year, discontinued operations did not have any significant impact on consolidated profit.
Consolidated profit in the second quarter thus amounted to EUR 72.8 million (previous year: EUR 51.6 million). This corresponds to earnings per share of EUR 0.40 in the second quarter of 2012, after EUR 0.28 in the comparable prior-year period.
Safeguarding liquidity and centralized financial management have been a top priority for GEA Group since the crisis on the financial markets began in 2008. GEA Group's financial position continues to be stable. Even allowing for the two significant acquisitions in the previous year, GEA Group continues to have sufficient financing options for its future business development.
Net debt as of December 31, 2011, (EUR 386.8 million) widened by EUR 343.6 million to EUR 730.4 million as of June 30, 2012. This represents a EUR 31.5 million increase compared with June 30, 2011 (EUR 698.9 million).
| Overview of net liquidity (EUR million) |
06/30/2012 | 12/31/2011 | 06/30/2011 |
|---|---|---|---|
| Cash and cash equivalents | 292.9 | 432.4 | 274.0 |
| Liabilities to banks | 622.5 | 410.1 | 572.7 |
| Bonds | 400.7 | 409.1 | 400.2 |
| Net liquidity (+)/Net debt (-) | -730.4 | -386.8 | -698.9 |
| Gearing (%) | 34.4 | 17.9 | 37.8 |
Guarantee lines for contract performance, advance payments, and warranties amounting to EUR 2,010.2 million (December 31, 2011: EUR 2,069.7 million) were available to GEA Group, of which EUR 749.7 million (December 31, 2011: EUR 747.6 million) had been utilized.
| Overview of cash flow statement | Q1-Q2 | Q1-Q2 | Change |
|---|---|---|---|
| (EUR million) Cash flow from operating activities |
2012 -93.0 |
2011 -147.8 |
absolute 54.7 |
| Cash flow from investing activities | -123.8 | -221.8 | 98.0 |
| Free cash flow | -216.8 | -369.6 | 152.8 |
| Cash flow from financing activities | 78.0 | 96.1 | -18.1 |
| Change in unrestricted cash and cash equivalents | -136.5 | -287.6 | 151.1 |
Cash f low from operating activities amounted to EUR -93.0 million in the first half of 2012, up EUR 54.7 million on the previous year (EUR -147.8 million). Among other things, this is attributable to the EUR 5.8 million decrease in consolidated profit, the EUR 25.0 million lower growth in working capital, as well as the EUR 5.0 million decrease in the utilization of provisions.
Cash flow from investing activities increased by EUR 98.0 million in the first half of 2012, from EUR -221.8 million to EUR -123.8 million. This was due in particular to the EUR 95.6 million decrease in payments for acquisitions, while cash outflows for property, plant and equipment, and intangible assets declined by EUR 8.0 million.
Cash flow from financing activities amounted to EUR 78.0 million in the first half of 2012, compared with EUR 96.1 million in the previous year. This EUR 18.1 million decline is primarily a result of the EUR 13.1 million increase in interest payments.
Total assets as of June 30, 2012, declined by EUR 26.5 million or 0.4 percent as against December 31, 2011, to EUR 6,198.8 million. On one hand, this reduction in total assets is attributable to the decrease in cash; acquisitions and the increase in business volume had an offsetting effect.
The structure of noncurrent and current assets only changed slightly on the asset side of the balance sheet. Noncurrent assets rose by EUR 61.8 million, primarily in goodwill and other intangible assets as a result of the acquisitions, while current assets decreased by EUR 101.4 million. This decrease related in particular to receivables and cash, which declined by EUR 79.7 million and EUR 139.5 million, respectively, whereas inventories increased by EUR 104.7 million.
This decrease in equity of EUR 42.0 million largely represents the balance of the consolidated profit of EUR 85.5 million on one hand, and the dividend payment of EUR 101.1 million on the other. Effects arising from the translation of foreign currency financial statements had a positive impact of EUR 20.5 million and changes to discount rates used to measure pension obligations had a negative impact of EUR 47.9 million. The equity ratio decreased by 0.5 percentage points compared with the end of 2011 (34.8 percent) to 34.2 percent.
The main reasons for the EUR 142.5 million increase in noncurrent liabilities were the first drawdown of the second credit line in the amount of EUR 56.0 million from the Kreditanstalt für Wiederaufbau (KfW), as well as increased pension obligations as a result of changes to discount rates. As of the reporting date, current liabilities were down EUR 126.9 million on the figure for December 31, 2011. This is attributable to the EUR 212.9 million decrease in trade payables on one hand, and the EUR 126.3 million increase in current financial liabilities on the other. The decrease in provisions of EUR 28.5 million is attributable to payments relating to obligations associated with the plant engineering activities sold in 2007 in the amount of EUR 20.9 million.
| Condensed balance sheet (EUR million) |
as % of | as % of | Change | ||
|---|---|---|---|---|---|
| 06/30/2012 | total assets | 12/31/2011 | total assets | (%) | |
| Assets | |||||
| Non-current assets | 3,529.4 | 56.9 | 3,467.6 | 55.7 | 1.8 |
| thereof goodwill | 1,933.7 | 31.2 | 1,900.1 | 30.5 | 1.8 |
| thereof deferred taxes | 429.0 | 6.9 | 398.9 | 6.4 | 7.6 |
| Current assets | 2,651.1 | 42.8 | 2,752.5 | 44.2 | -3.7 |
| thereof cash and cash equivalents | 292.9 | 4.7 | 432.4 | 6.9 | -32.3 |
| Assets held for sale | 18.3 | 0.3 | 5.1 | 0.1 | > 100 |
| Total assets | 6,198.8 | 100.0 | 6,225.2 | 100.0 | -0.4 |
| Equity and liabilities | |||||
| Equity | 2,121.6 | 34.2 | 2,163.6 | 34.8 | -1.9 |
| Non-current liabilities | 1,811.8 | 29.2 | 1,669.3 | 26.8 | 8.5 |
| thereof financial liabilities | 879.2 | 14.2 | 813.8 | 13.1 | 8.0 |
| thereof deferred taxes | 152.0 | 2.5 | 145.9 | 2.3 | 4.2 |
| Current liabilities | 2,265.4 | 36.5 | 2,392.3 | 38.4 | -5.3 |
| thereof financial liabilities | 220.4 | 3.6 | 94.1 | 1.5 | > 100 |
| Total equity and liabilities | 6,198.8 | 100.0 | 6,225.2 | 100.0 | -0.4 |
In the first half of 2012, direct expenses for research and development (R&D) increased by 31.0 percent to EUR 51.5 million, after EUR 39.4 million in the comparable prior-year period. These figures also include refunded expenses (contract costs), which are reported in the production costs. These contract costs amounted to EUR 6.9 million (previous year: EUR 7.5 million). The R&D ratio amounted to a total of 1.9 percent of revenue (previous year: 1.6 percent).
| Research and development (R&D) expenses (EUR million) |
Q2 2012 |
Q2 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| Refunded expenses (contract costs) | 3.4 | 4.0 | -15.3 | 6.9 | 7.5 | -8.7 |
| Non-refunded R&D expenses | 23.1 | 18.0 | 28.3 | 44.7 | 31.8 | 40.4 |
| Total R&D expenses | 26.5 | 22.1 | 20.3 | 51.5 | 39.4 | 31.0 |
| R&D ratio (as % of revenue) | 1.9 | 1.6 | – | 1.9 | 1.6 | – |
Also included here are order-related engineering services provided by our development engineers, who are largely responsible for ensuring that our customers worldwide receive a solution that is based on a standardized process or product but nonetheless tailored to their specific requirements. These are not recognized as R&D expenses but are also included in the cost of sales.
There were 24,488 employees as of June 30, 2012. This represents an increase of 654 compared with December 31, 2011 (23,834 employees). Excluding the 110 employees from acquisitions and other changes in the basis of consolidation, the number of employees increased by 544, including 392 employees in Asia/Pacific. This reflects the continued buoyant situation on the labor market in general. Overall, the share of the workforce in Western Europe decreased by a further 1.2 percentage points, but increased in the growth regions of Asia/Pacific and Eastern Europe by 1.2 and 0.3 percentage points, respectively. The share of the workforce in China has now reached 9.7 percent.
Compared with June 30, 2011 (23,098 employees), the number of employees increased by 1,390. Adjusted for additions resulting from acquisitions and disposals resulting from divestments, there was a net increase of 117 employees; adjusted for other changes in the basis of consolidation, the increase in the workforce amounted to 1,273 employees, including a total of 769 in Asia/ Pacific. In percentage terms, the largest fall was in Western Europe, where a decline of 2.9 percentage points was recorded. By contrast, the number of employees rose in particular in Asia/Pacific (2.8 percentage points) and Eastern Europe (0.7 percentage points).
| Employees * by segment | 06/30/2012 | 12/31/2011 | 06/30/2011 | |||
|---|---|---|---|---|---|---|
| GEA Food Solutions | 1,880 | 7.7% | 1,836 | 7.7% | 1,910 | 8.3% |
| GEA Farm Technology | 2,299 | 9.4% | 2,184 | 9.2% | 2,109 | 9.1% |
| GEA Heat Exchangers | 7,496 | 30.6% | 7,679 | 32.2% | 7,414 | 32.1% |
| GEA Mechanical Equipment | 3,878 | 15.8% | 3,614 | 15.2% | 3,520 | 15.2% |
| GEA Process Engineering | 5,428 | 22.2% | 5,093 | 21.4% | 4,764 | 20.6% |
| GEA Refrigeration Technologies | 3,211 | 13.1% | 3,147 | 13.2% | 3,118 | 13.5% |
| Total | 24,191 | 98.8% | 23,554 | 98.8% | 22,836 | 98.9% |
| Other | 296 | 1.2% | 281 | 1.2% | 263 | 1.1% |
| GEA Group | 24,488 | 100.0% | 23,834 | 100.0% | 23,098 | 100.0% |
*) Full-time equivalents (FTE) excluding vocational trainees and inactive employment contracts
| Employees * by region | 06/30/2012 | 12/31/2011 | 06/30/2011 | |||
|---|---|---|---|---|---|---|
| Western Europe | 14,951 | 61.1% | 14,837 | 62.3% | 14,765 | 63.9% |
| Asia/Pacific | 3,818 | 15.6% | 3,426 | 14.4% | 2,948 | 12.8% |
| North America | 2,433 | 9.9% | 2,382 | 10.0% | 2,333 | 10.1% |
| Eastern Europe | 1,901 | 7.8% | 1,782 | 7.5% | 1,634 | 7.1% |
| Latin America | 724 | 3.0% | 716 | 3.0% | 679 | 2.9% |
| Africa | 516 | 2.1% | 520 | 2.2% | 525 | 2.3% |
| Middle East | 145 | 0.6% | 172 | 0.7% | 215 | 0.9% |
| Total | 24,488 | 100.0% | 23,834 | 100.0% | 23,098 | 100.0% |
*) Full-time equivalents (FTE) excluding vocational trainees and inactive employment contracts
GEA Group Aktiengesellschaft's Supervisory Board resolved on March 8, 2012, to expand the Executive Board of GEA Group Aktiengesellschaft by one new member to four members, and appointed Dr. Stephan Petri, previously Head of Legal at the company, as a new member of the Executive Board effective June 1, 2012. On the Executive Board, Dr. Petri is responsible for Human Resources, Legal/Compliance, and Other Companies. This means that he will also perform the function of Labor Relations Director.
The settlement in the award proceedings described in the 2011 Annual Report took effect on June 11, 2012, after the contingent capital was entered in the commercial register. This terminates the award proceedings. As part of the capital increases needed to implement this settlement, the first tranche of new shares was issued to entitled shareholders on July 16, 2012. This tranche comprised 2,093,945 new shares. Two more tranches are scheduled to be issued by the end of the year. The award proceedings related to the control and profit transfer agreement dating from 1999 between GEA Group Aktiengesellschaft (at that time: Metallgesellschaft AG) and the former GEA AG, which was later merged with it. Under the settlement, GEA Group Aktiengesellschaft has followed the court's suggestion and undertaken to pay increased compensation in shares and a higher cash settlement.
Excluding the following exceptions, there was no significant change in the overall assessment of risks and opportunities in the reporting period compared with the position presented in the 2011 Annual Report and in the interim report on the first quarter of 2012.
In the legal action brought by Panda Energy International, Inc. against GEA Group Aktiengesellschaft in the U.S.A., GEA Group Aktiengesellschaft is also asserting claims against Panda Ethanol, Inc. arising from assigned rights that GEA acquired in the course of the insolvency proceedings by the project company against Panda Ethanol, Inc. In May 2012, the New York District Court dismissed the claim in the first instance. GEA has appealed this decision.
In June 2012, several other companies along with GEA Group Aktiengesellschaft received a statement of objections ("Notification de griefs") from the French competition authority ("Autorité de la concurrence"). The statement of objections summarizes the status of competition investigations, inter alia as regards practices implemented between 1997 and 2003 by a former subsidiary of GEA Group involved in the chemical business in France. It is beyond dispute that GEA Group Aktiengesellschaft was not involved in the events and transactions that are being investigated. Nevertheless, according to French competition law, the (former) parent company may also be held liable under certain circumstances for competition violations committed by a subsidiary. Whether and to what extent a fine may be imposed on GEA Group Aktiengesellschaft cannot be estimated at this time.
In connection with a major order, a subcontractor in South Africa asserted substantial out-ofcourt claims in July 2012 against the GEA company that had been contracted. Based on its current analysis, GEA believes that the alleged additional costs or claims should either be borne by the subcontractor itself, or that the amounts are inflated or insufficiently specified. Furthermore, even if the amounts were to be substantiated, they could largely be recharged. Overall, based on GEA's current assessment, with the asserted claims the project's risk/reward profile has remained in substance unchanged for GEA.
The settlement in the award proceedings described in the 2011 Annual Report took effect on June 11, 2012, when the contingent capital was entered in the commercial register. This terminated the award proceedings. By issuing shares in three tranches, implementation of the settlement will take until the end of the year.
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.
After various business and economic indicators declined slightly in the second quarter of 2012 as compared with the beginning of the year, economic forecasts have also become more cautious again.
In its "World Economic Outlook Update" (July 2012), the International Monetary Fund (IMF) is predicting global economic growth of 3.5 percent for 2012, a decrease of 0.1 percentage points on the April 2012 forecast. The IMF is now expecting growth of 3.9 percent for 2013, a drop of 0.2 percent compared with April. This decline can be explained to a large extent by the IMF's prediction for a widespread, and in some cases significant, slowdown in economic growth in 2012 and 2013 in Europe and the United States, as well as in the major emerging economies – the BRICS countries – which have so far been experiencing dynamic growth. The slowdown is attributable to a trend towards low investment as well as weak labor market and productivity data. In addition, this lowered forecast reflects uncertainty as to whether Europe will make the appropriate political decisions. As a result of the debt crisis, the IMF continues to expect a slight recession for the eurozone, whose economy is forecast to contract by 0.3 percent in 2012. By contrast, growth forecasts for Germany are 0.4 percent more optimistic than they were in April, with the experts predicting growth of 1.0 percent in 2012. They are predicting growth of 1.4 percent for Germany in 2013. The IMF expects emerging economies to grow by an average of 5.6 percent in the current year. In China, growth of 8.0 percent is forecast for 2012.
VDMA, the German Engineering Federation, is expecting order trends in German engineering to recover starting in mid-2012, following the weak first half-year. In its June forecast, VDMA largely reaffirms its forecast in February 2012, which predicted output for 2012 to remain constant.
Assuming that economic conditions do not deteriorate further, we are reiterating our previous business outlook for 2012.
Specifically, we aim to lift our order intake by at least 5 percent in 2012. Revenue should also increase by at least 5 percent. The breakdown of sales by customer industry is likely to continue to shift in favor of the food industry.
In terms of price quality, we expect the market environment to be unchanged as against 2011. Adjusted for nonrecurring effects related to GEA Food Solutions, we are still aiming to achieve an operating EBIT margin of at least the level of the previous year, which was 9.7 percent for the group as a whole, including the GEA Food Solutions Segment, before adjustment for purchase price allocation effects.
Düsseldorf, July 30, 2012
GEA Group Aktiengesellschaft
The Executive Board
The stock markets continued to be dominated by the European sovereign debt crisis in the second quarter. The DAX reached its high for the second quarter on April 2 at 7,057 points. Both the MDAX and the STOXX® Europe TMI Industrial Engineering peaked on April 27 at 10,910 and 292 points, respectively. The debate about extending the bailout packages for certain European countries caused the stock markets to plunge at the beginning of May and saw the DAX close the quarter at 6,416 points, the MDAX at 10,344 points, and the STOXX® Europe TMI Industrial Engineering at 260 points. This represents an 8.8 percent increase for the DAX as against December 30, 2011, and increases of 16.3 percent and 3.0 percent for the other two indices.
On April 2, GEA shares not only reached their high for the year, at EUR 26.28, but also their highest level since November 2007. GEA's share price came under pressure as a result of lower than expected earnings figures for the first quarter, which were released on May 8. The continuing downward trend in global stock markets put additional pressure on GEA shares in the remaining quarter. This led to a low of EUR 19.69 on June 4. GEA shares closed at EUR 20.97 on June 29, a decrease of 4.0 percent since the beginning of the year.
| GEA Group shares (Balance sheet date 06/30/2012) compared to STOXX ® Europe TMI Industrial Engineering |
MDAX | ||
|---|---|---|---|
| Past 3 months | -9.6 | -15.6 | percentage points |
| Past 6 months | -7.0 | -20.3 | percentage points |
| Past 12 months | +1.3 | -9.7 | percentage points |
| Past 24 months | +14.4 | -1.4 | percentage points |
| Past 36 months | +20.2 | +14.6 | percentage points |
10 percentage points 3 to 10 percentage points 3 to -3 percentage points -3 to -10 percentage points > -10 percentage points
| Key performance indicators for GEA Group shares (Prices: XETRA closing prices) |
Q2 2012 |
Q2 2011 |
Q1-Q2 2012 |
Q1-Q2 2011 |
|---|---|---|---|---|
| Shares issued (June 30, million) | 183.8 | 183.8 | 183.8 | 183.8 |
| Share price (June 30, EUR) 1 | 20.97 | 24.69 | 20.97 | 24.69 |
| High (EUR) | 26.28 | 25.08 | 26.28 | 25.08 |
| Low (EUR) | 19.69 | 22.58 | 19.69 | 20.48 |
| Market capitalization (June 30, EUR billion) 2 | 3.9 | 4.5 | 3.9 | 4.5 |
| Average daily trading vollume (million) | – | – | 0.7 | 0.8 |
| Earnings per share (EUR) | 0.40 | 0.28 | 0.46 | 0.50 |
1) Or on the last trading day of reporting period
2) Based on shares issued
| Shareholders with an equity interest of over 5% in accordance with disclosures received under the WpHG (German Securities Trading Act) |
06/30/2012 |
|---|---|
| Black Rock | 9.99 |
| Kuwait Investment Office | 8.3 |
as of June 30, 2012
| Assets | Change | ||
|---|---|---|---|
| (EUR thousand) | 06/30/2012 | 12/31/2011 | (%) |
| Property, plant and equipment | 702,859 | 727,472 | -3.4 |
| Investment property | 10,836 | 11,837 | -8.5 |
| Goodwill | 1,933,739 | 1,900,147 | 1.8 |
| Other intangible assets | 387,292 | 359,576 | 7.7 |
| Equity-accounted investments | 12,892 | 13,448 | -4.1 |
| Other non-current financial assets | 52,725 | 56,254 | -6.3 |
| Deferred taxes | 429,048 | 398,884 | 7.6 |
| Non-current assets | 3,529,391 | 3,467,618 | 1.8 |
| Inventories | 847,581 | 742,899 | 14.1 |
| Trade receivables | 1,277,859 | 1,357,546 | -5.9 |
| Income tax receivables | 19,734 | 15,882 | 24.3 |
| Other current financial assets | 213,070 | 203,769 | 4.6 |
| Cash and cash equivalents | 292,864 | 432,401 | -32.3 |
| Current assets | 2,651,108 | 2,752,497 | -3.7 |
| Assets held for sale | 18,272 | 5,116 | > 100 |
| Total assets | 6,198,771 | 6,225,231 | -0.4 |
| Equity and liabilities | Change | ||
|---|---|---|---|
| (EUR thousand) | 06/30/2012 | 12/31/2011 | (%) |
| Subscribed capital | 496,890 | 496,890 | – |
| Capital reserve | 1,333,391 | 1,333,359 | 0.0 |
| Retained earnings | 225,069 | 288,660 | -22.0 |
| Accumulated other comprehensive income | 65,091 | 43,657 | 49.1 |
| Non-controlling interests | 1,146 | 1,026 | 11.7 |
| Equity | 2,121,587 | 2,163,592 | -1.9 |
| Non-current provisions | 127,101 | 132,407 | -4.0 |
| Non-current employee benefit obligations | 630,658 | 560,073 | 12.6 |
| Non-current financial liabilities | 879,223 | 813,808 | 8.0 |
| Other non-current liabilities | 22,791 | 17,166 | 32.8 |
| Deferred taxes | 152,015 | 145,850 | 4.2 |
| Non-current liabilities | 1,811,788 | 1,669,304 | 8.5 |
| Current provisions | 324,489 | 353,029 | -8.1 |
| Current employee benefit obligations | 159,001 | 203,765 | -22.0 |
| Current financial liabilities | 220,379 | 94,086 | > 100 |
| Trade payables | 690,399 | 903,334 | -23.6 |
| Income tax liabilities | 39,189 | 51,525 | -23.9 |
| Other current liabilities | 831,939 | 786,596 | 5.8 |
| Current liabilities | 2,265,396 | 2,392,335 | -5.3 |
| Totaly equity and liabilities | 6,198,771 | 6,225,231 | -0.4 |
for the period April 1 – June 30, 2012
| (EUR thousand) | Q2 2012 |
Q2 1 2011 |
Change (%) |
|---|---|---|---|
| Revenue | 1,391,258 | 1,348,970 | 3.1 |
| Cost of sales | 975,586 | 983,809 | -0.8 |
| Gross profit | 415,672 | 365,161 | 13.8 |
| Selling expenses | 158,182 | 145,733 | 8.5 |
| Research and development expenses | 23,123 | 18,026 | 28.3 |
| General and administrative expenses | 126,158 | 124,417 | 1.4 |
| Other income | 56,850 | 45,867 | 23.9 |
| Other expenses | 53,174 | 43,397 | 22.5 |
| Share of profit or loss of equity-accounted investments | 54 | -148 | – |
| Other financial income | – | 36 | – |
| Earnings before interest and tax (EBIT) | 111,939 | 79,343 | 41.1 |
| Interest income | 2,900 | 3,431 | -15.5 |
| Interest expense | 20,850 | 20,765 | 0.4 |
| Profit before tax from continuing operations | 93,989 | 62,009 | 51.6 |
| Income taxes | 21,148 | 10,423 | > 100 |
| Profit after tax from continuing operations | 72,841 | 51,586 | 41.2 |
| Profit or loss after tax from discontinued operations | – | – | – |
| Profit for the period | 72,841 | 51,586 | 41.2 |
| of which attributable to shareholders of GEA Group AG | 72,772 | 51,548 | 41.2 |
| of which attributable to non-controlling interests | 69 | 38 | 81.6 |
| Weighted average number of shares outstanding (million) | 183.8 | 183.8 | – |
|---|---|---|---|
| Earnings per share | 0.40 | 0.28 | 41.2 |
| Earnings per share from discontinued operations | – | – | – |
| Earnings per share from continuing operations | 0.40 | 0.28 | 41.2 |
| (EUR) |
| Weighted average number of ordinary shares used to calculate diluted earnings per share (million) |
197.2 | 195.9 | 0.7 |
|---|---|---|---|
| Diluted earnings per share 2 | 0.37 | 0.26 | 40.2 |
| Diluted earnings per share from discontinued operations | – | – | – |
| Diluted earnings per share from continuing operations | 0.37 | 0.26 | 40.2 |
| (EUR) |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
2) On basis of settlement proposal by GEA Group Aktiengesellschaft (previous year: on basis of settlement proposal by the Dortmunder Regional Court concerning the award proceedings)
| (EUR thousand) | Q2 2012 |
Q2 * 2011 |
Change (%) |
|---|---|---|---|
| Profit for the period | 72,841 | 51,586 | 41.2 |
| Exchange differences on translating foreign operations | 38,783 | -8,833 | – |
| Result of available-for-sale financial assets | – | -749 | – |
| Result of cash flow hedges | -2,378 | 460 | – |
| Actuarial gains/losses on pension and other post-employment benefit obligations |
-31,224 | – | – |
| Other comprehensive income | 5,181 | -9,122 | – |
| Total comprehensive income | 78,022 | 42,464 | 83.7 |
| of which attributable to GEA Group AG shareholders | 77,997 | 42,438 | 83.8 |
| of which attributable to non-controlling interests | 25 | 26 | -3.8 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
for the period January 1 – June 30, 2012
| (EUR thousand) | Q1-Q2 2012 |
Q1-Q2 1 2011 |
Change (%) |
|---|---|---|---|
| Revenue | 2,654,915 | 2,386,961 | 11.2 |
| Cost of sales | 1,902,060 | 1,715,318 | 10.9 |
| Gross profit | 752,855 | 671,643 | 12.1 |
| Selling expenses | 314,687 | 263,808 | 19.3 |
| Research and development expenses | 44,668 | 31,819 | 40.4 |
| General and administrative expenses | 257,605 | 236,450 | 8.9 |
| Other income | 127,263 | 97,524 | 30.5 |
| Other expenses | 118,685 | 91,329 | 30.0 |
| Share of profit or loss of equity-accounted investments | 200 | 238 | -16.0 |
| Other financial income | 37 | 136 | -72.8 |
| Earnings before interest and tax (EBIT) | 144,710 | 146,135 | -1.0 |
| Interest income | 6,586 | 8,740 | -24.6 |
| Interest expense | 40,968 | 37,015 | 10.7 |
| Profit before tax from continuing operations | 110,328 | 117,860 | -6.4 |
| Income taxes | 24,824 | 26,519 | -6.4 |
| Profit after tax from continuing operations | 85,504 | 91,341 | -6.4 |
| Profit or loss after tax from discontinued operations | – | – | – |
| Profit for the period | 85,504 | 91,341 | -6.4 |
| of which attributable to shareholders of GEA Group AG | 85,370 | 91,169 | -6.4 |
| of which attributable to non-controlling interests | 134 | 172 | -22.1 |
| Weighted average number of shares outstanding (million) | 183.8 | 183.8 | – |
|---|---|---|---|
| Earnings per share | 0.46 | 0.50 | -6.4 |
| Earnings per share from discontinued operations | – | – | – |
| Earnings per share from continuing operations | 0.46 | 0.50 | -6.4 |
| (EUR) |
| Weighted average number of ordinary shares used to calculate diluted earnings per share (million) |
197.2 | 195.9 | 0.7 |
|---|---|---|---|
| Diluted earnings per share 2 | 0.43 | 0.47 | -7.0 |
| Diluted earnings per share from discontinued operations | – | – | – |
| Diluted earnings per share from continuing operations | 0.43 | 0.47 | -7.0 |
| (EUR) |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
2) On basis of settlement proposal by GEA Group Aktiengesellschaft (previous year: on basis of settlement proposal by the Dortmunder Regional Court concerning the award proceedings)
for the period January 1 – June 30, 2012
| (EUR thousand) | Q1-Q2 2012 |
Q1-Q2 * 2011 |
Change (%) |
|---|---|---|---|
| Profit for the period | 85,504 | 91,341 | -6.4 |
| Exchange differences on translating foreign operations | 20,489 | -54,049 | – |
| Result of available-for-sale financial assets | – | -749 | – |
| Result of cash flow hedges | 936 | 6,166 | -84.8 |
| Actuarial gains/losses on pension and other post-employment benefit obligations |
-47,867 | 12,249 | – |
| Other comprehensive income | -26,442 | -36,383 | 27.3 |
| Total comprehensive income | 59,062 | 54,958 | 7.5 |
| of which attributable to GEA Group AG shareholders | 58,937 | 54,846 | 7.5 |
| of which attributable to non-controlling interests | 125 | 112 | 11.6 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
for the period January 1 – June 30, 2012
| (EUR thousand) | Q1-Q2 2012 |
Q1-Q2 1 2011 |
|---|---|---|
| Profit for the period | 85,504 | 91,341 |
| plus income taxes | 24,824 | 26,519 |
| Profit before tax from continuing operations | 110,328 | 117,860 |
| Net interest income | 34,382 | 28,275 |
| Earnings before interest and tax (EBIT) | 144,710 | 146,135 |
| Depreciation, amortization, impairment losses, and reversal of impairment losses on non-current assets |
62,816 | 61,790 |
| Other non-cash income and expenses | 5,752 | -364 |
| Employee benefit obligations | -19,664 | -19,696 |
| Change in provisions | -58,209 | -63,208 |
| Losses and disposal of non-current assets | -677 | -800 |
| Change in inventories including unbilled construction contracts 2 | 24,508 | -95,061 |
| Change in trade receivables | 36,750 | -43,834 |
| Change in trade payables | -225,544 | -50,435 |
| Change in other operating assets and liabilities | -17,366 | -49,046 |
| Tax payments | -45,831 | -28,312 |
| Net cash flow from operating activities of discontinued operations | -287 | -4,943 |
| Cash flow from operating activities | -93,042 | -147,774 |
| Proceeds from disposal of non-current assets | 1,633 | 5,063 |
| Payments to acquire property, plant and equipment, and intangible assets | -48,590 | -56,589 |
| Payments to acquire non-current financial assets | – | -3 |
| Interest income | 2,054 | 2,624 |
| Dividend income | 660 | 1,376 |
| Payments to acquire subsidiaries and other businesses | -58,748 | -154,305 |
| Payments for disposal of discontinued operations | -20,816 | -20,011 |
| Cash flow from investing activities | -123,807 | -221,845 |
| Dividend payments | -101,094 | -73,523 |
| Payments from finance leases | -2,853 | -2,644 |
| Proceeds from finance loans | 275,015 | 484,116 |
| Proceeds from bond issue | – | 397,224 |
| Repayments of finance loans | -62,819 | -691,823 |
| Interest payments | -30,456 | -17,403 |
| Net cash flow from financing activities of discontinued operations | 225 | 145 |
| Cash flow from financing activities | 78,018 | 96,092 |
| Effect of exchange rate changes on cash and cash equivalents | 2,324 | -14,091 |
| Change in unrestricted cash and cash equivalents | -136,507 | -287,617 |
| Unrestricted cash and cash equivalents at beginning of period | 426,674 | 552,731 |
| Unrestricted cash and cash equivalents at end of period | 290,167 | 265,114 |
| Restricted cash and cash equivalents | 2,697 | 8,899 |
| Cash and cash equivalents reported in the balance sheet | 292,864 | 274,013 |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
2) Including advance payments received
as of June 30, 2012
| Accumulated other comprehensive income |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Sub scribed |
Capital | Retained | Translation of foreign |
Result of available for-sale financial |
Result of cash flow |
Equity attributable to shareholders of |
Non-controlling | ||
| (EUR thousand) | capital | reserves | earnings | operations | assets | hedges | GEA Group AG | interests | Total |
| Balance at Jan. 1, 2011 (183,807,845 shares) |
496,890 | 1,268,728 | 93,754 | 35,424 | – | -1,273 | 1,893,523 | 1,809 1,895,332 | |
| Adjustments and corrections * | – | – | -27,716 | -10 | – | – | -27,726 | – | -27,726 |
| Adjusted balance at Jan. 1, 2011 |
496,890 | 1,268,728 | 66,038 | 35,414 | – | -1,273 | 1,865,797 | 1,809 1,867,606 | |
| Income * | – | – | 91,169 | – | – | – | 91,169 | 172 | 91,341 |
| Other comprehensive income * | – | – | 12,249 | -53,989 | -749 | 6,166 | -36,323 | -60 | -36,383 |
| Total comprehensive income * | – | – | 103,418 | -53,989 | -749 | 6,166 | 54,846 | 112 | 54,958 |
| Dividend payment by GEA Group Aktiengesellschaft |
– | – | -73,523 | – | – | – | -73,523 | – | -73,523 |
| Change in other noncontrolling interests |
– | – | 626 | – | – | – | 626 | -2,040 | -1,414 |
| Share-based payments | – | 33 | – | – | – | – | 33 | – | 33 |
| Balance at June 30, 2011 (183,807,845 shares) * |
496,890 | 1,268,761 | 96,558 | -18,575 | -749 | 4,893 | 1,847,778 | -119 1,847,659 | |
| Balance at Jan. 1, 2012 (183,807,845 shares) |
496,890 | 1,333,359 | 288,660 | 49,585 | 759 | -6,687 | 2,162,566 | 1,026 2,163,592 | |
| Income | – | – | 85,370 | – | – | – | 85,370 | 134 | 85,504 |
| Other comprehensive income | – | – | -47,867 | 20,498 | – | 936 | -26,433 | -9 | -26,442 |
| Total comprehensive income | – | – | 37,503 | 20,498 | – | 936 | 58,937 | 125 | 59,062 |
| Dividend payment by GEA Group Aktiengesellschaft |
– | – | -101,094 | – | – | – | -101,094 | – | -101,094 |
| Change in other noncontrolling interests |
– | – | – | – | – | – | – | -5 | -5 |
| Share-based payments | – | 32 | – | – | – | – | 32 | – | 32 |
| Balance at June 30, 2012 (183,807,845 shares) |
496,890 | 1,333,391 | 225,069 | 70,083 | 759 | -5,751 | 2,120,441 | 1,146 2,121,587 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
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 second quarter have not been audited in accordance with section 317 of the Handelsgesetzbuch (HGB – German Commercial Code) or reviewed by an auditor in accordance with the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act).
The accounting policies applied to the accompanying interim financial statements are the same as those applied as of December 31, 2011, and are described in detail on pages 98 to 118 of the 2011 Annual Report containing GEA Group's IFRS consolidated financial statements.
In the second quarter, there were no new IFRSs that were applicable to interim financial reporting.
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.
As described below, certain accounting policies were already modified in the financial statements as of December 31, 2011. As a result of these changes, the amounts for the second quarter of 2011 were also adjusted.
Effective December 31, 2011, GEA Group started using the present value of the defined benefit obligation at the reporting date to account for pension obligations. In previous years, GEA Group did not account for gains and losses from changes in actuarial assumptions in the year in which they arose; instead, where actuarial gains and losses exceeded 10 percent of the higher of either the present value of the defined benefit obligation or the plan assets at the reporting date, they were allocated over the beneficiaries' average remaining working life and recognized in income (corridor method). As a result of the change in accounting policy, actuarial gains and losses are recognized in other comprehensive income and reported in retained earnings after adjustment for tax effects. The change enhances the transparency of GEA Group's net assets and financial position, first, because liabilities are now recognized at fair value and, second, because the move anticipates the effect on financial reporting of the amendments to IAS 19.
A further change relates to the accounting treatment for a real estate lease. Previously the lease had been classified as an operating lease. The change in the assessment led to it being classified as a finance lease. This resulted in an increase in the amounts recognized for land and buildings and the related leasing obligation. Since assets leased for use are depreciated using the straightline method and the lease liability is measured using the effective interest method, the depreciation and interest expenses required to be offset at inception of the lease in the case of a finance lease exceed the rental expense required to be disclosed in the case of an operating lease.
The changes were applied retrospectively in accordance with IAS 8.22 and IAS 8.42. The effects on the second quarter of 2011 of the change in accounting policy for pensions and of the revised assessment of the lease are evident from the following tables.
| (EUR thousand) | 06/30/2011 |
|---|---|
| Other financial assets | -4,605 |
| Non-current employee benefit obligations | 10,605 |
| Deferred taxes | 4,731 |
| Retained earnings | -11,130 |
| (EUR thousand) EBIT EBT |
Q2 2011 |
Q1-Q2 2011 |
|---|---|---|
| 330 | 660 | |
| 330 | 660 | |
| Profit for the period | 275 | 466 |
| Other comprehensive income | – | 12,249 |
| (EUR thousand) | 06/30/2011 |
|---|---|
| Property, plant and equipment | 26,918 |
| Other financial assets | -3,481 |
| Non-current financial liabilities | 28,813 |
| Current financial liabilities | 3,017 |
| Deferred taxes | 2,670 |
| Retained earnings | -4,422 |
| (EUR thousand) | Q2 2011 |
Q1-Q2 2011 |
|---|---|---|
| EBIT | 357 | 721 |
| EBT | -386 | -768 |
| Other comprehensive income | -278 | -550 |
Furthermore, effective from the third quarter of 2011, revenue from the companies in the Other segment, which was previously presented in the revenue item, is reported under other income. As a result, the expenses associated with this revenue are now reported under other expenses, as opposed to cost of sales. Due to reasons of matereality the amounts for the second quarter of 2011 were not adjusted for this change in presentation.
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 deterioration in the global economic situation, 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.
The consolidated group changed as follows in the second quarter of 2012:
| Number of companies |
|
|---|---|
| Consolidated Group as of March 31, 2012 | 306 |
| German companies (including GEA Group AG) | 56 |
| Foreign companies | 250 |
| Initial consolidation | 5 |
| Merger | 7 |
| Liquidation | 2 |
| Deconsolidation | 2 |
| Consolidated Group as of June 30, 2012 | 300 |
| German companies (including GEA Group AG) | 53 |
| Foreign companies | 247 |
The consolidated group decreased by six companies compared with March 31, 2012. Five companies were included for the first time in the consolidated group, and seven companies were removed due to mergers. Two companies were deconsolidated due to their minor significance, and another two companies were liquidated.
A total of 75 subsidiaries (March 31, 2012: 75) were not consolidated since their effect on the Group's net assets, financial position, and results of operations is not material even when viewed in the aggregate.
GEA Group acquired the following company in the second quarter of 2012:
| Business | Place | Acquisition Date | Percentage of voting interest (%) |
Consideration transferred (EUR thousand) |
|---|---|---|---|---|
| Aseptomag Holding AG | Kirchberg/Switzerland | April 24, 2012 | 100.0 | 42,289 |
With the acquisition of Aseptomag, GEA has acquired one of the world's leading suppliers of aseptic and hygienic valves, valve modules, and system solutions, whose customers are mostly dairy, beverage, and food companies, but also include the pharmaceutical, chemical, and cosmetic industries. The company is allocated to the GEA Mechanical Equipment segment and in fiscal year 2011 it generated revenue of EUR 13,164 thousand with a workforce of 35 employees. This acquisition will help GEA expand its expertise in the fast-growing area of sterile and aseptic applications and increase its components offering for its core market – food.
| Business | Cash | Cash consideration | Total |
|---|---|---|---|
| (EUR thousand) | (EUR thousand) | (EUR thousand) | |
| Aseptomag Holding AG | 41,682 | 607 | 42,289 |
GEA is obliged to make an additional purchase price payment, the level of which depends on Aseptomag's earnings before interest and tax for fiscal years 2012 to 2014. The additional purchase price need only be paid if average earnings before interest and tax for these fiscal years exceed a certain minimum amount. The additional purchase price payment amounts to between zero and EUR 2,496 thousand. Based on its business planning and on current assessments, GEA expects to make an additional purchase price payment of EUR 726 thousand in 2015. This corresponds to a fair value of EUR 607 thousand.
Patrik Denoth, a former shareholder of Aseptomag, has been appointed as managing director of Aseptomag Holding AG. Since the terms of this employment are customary in the market, the employment is being accounted for separately from the acquisition.
GEA Group acquired the following assets and liabilities as a result of its acquisition in the reporting period:
| (EUR thousand) | Fair Value |
|---|---|
| Property, plant and equipment | 54 |
| Intangible assets | 20,859 |
| Non-current assets | 20,913 |
| Inventories | 4,218 |
| Trade receivables | 2,446 |
| Other current financial assets | 945 |
| Cash and cash equivalents | 2,583 |
| Current assets | 10,192 |
| Total assets | 31,105 |
| Deferred taxes | 5,908 |
| Non-current liabilities | 5,908 |
| Current Provisions | 509 |
| Current financial liabilities | 28 |
| Trade payables | 680 |
| Other current financial liabilities | 1,170 |
| Current liabilities | 2,387 |
| Total liabilities | 8,295 |
| Net assets acquired | 22,810 |
| Acquisition cost | 42,289 |
| Goodwill of GEA Group AG | 19,479 |
Total acquisition costs amounted to EUR 42,289 thousand. Net assets amounted to EUR 22,810 thousand, producing goodwill of EUR 19,479 thousand, which represents the purchase price components that could not be classified separately during purchase price allocation. These mainly comprise synergies arising from the use of GEA's sales organization and from the own manufacture of vendor parts.
The acquisition has been accounted for on a preliminary basis. There is particular uncertainty surrounding the measurement of intangible assets. In accordance with IFRS 3, purchase price allocation may be adjusted within one year of the acquisition date on the basis of definitive information.
The fair value of trade receivables acquired amounted to EUR 2,446 thousand, which equates to their contractual principal amounts.
The transaction costs for the acquisition amounted to EUR 226 thousand, of which EUR 86 thousand was incurred in fiscal year 2011 and EUR 140 thousand in the first two quarters of 2012. They are reported under other expenses.
Since its acquisition on April 24, 2012, Aseptomag has generated revenue of EUR 2,100 thousand and contributed EUR 201 thousand to consolidated profit. If the company had been acquired as of January 1, 2012, it would have contributed EUR 6,418 thousand to consolidated revenue, and consolidated profit would have been reduced by EUR 295 thousand.
The acquisition led to the following cash flow effects:
| Q2 | |
|---|---|
| (EUR thousand) | 2012 |
| Consideration transferred | 42,289 |
| Acquisition-related costs | 226 |
| less contingent consideration | -607 |
| Purchase price paid including acquisition-related costs | 41,908 |
| less cash acquired | 2,583 |
| Net cash used in acquisition | 39,325 |
Payments to acquire subsidiaries totaled EUR 57,557 thousand in the period to June 30, 2012 (previous year: EUR 154,821 thousand). The corresponding figure reported in the cash flow statement is EUR 58,748 thousand (previous year: EUR 154,305 thousand). The difference of EUR 1,191 thousand (previous year: EUR -516 thousand) results from purchase price payments of EUR 1,283 thousand for acquisitions in fiscal year 2011, as well as from an increase in cash of EUR 92 thousand due to the consolidation of two previously unconsolidated companies. In the previous year, the difference compared with the cash flow statement arose for the following reason: On the one hand, there was an increase in cash of EUR 1,170 thousand from accounting adjustments relating to an acquisition, and of EUR 1,518 thousand from the inclusion of a previously unconsolidated company. On the other hand, cash funds were reduced by payments of acquisition-related costs in the amount of EUR 477 thousand and a cash outflow of EUR 1,695 thousand from the acquisition of noncontrolling interests.
The cash credit lines were composed of the following items as of June 30, 2012:
| Total | 1,666,121 | 1,023,272 | 1,702,688 | 819,214 | |
|---|---|---|---|---|---|
| Various (bilateral) credit lines including accured interest |
Maximum of 1 year or "until further notice" |
202,121 | 59,272 | 228,688 | 51,214 |
| December 2016 | 56,000 | 56,000 | 56,000 | – | |
| Development Loan Corporation | May 2016 | 80,000 | 80,000 | 90,000 | 90,000 |
| European Investment Bank | July 2017 | 150,000 | 150,000 | 150,000 | 150,000 |
| Syndicated credit line 2 (club deal) | June 2015 | 650,000 | 150,000 | 650,000 | – |
| Borrower's note loan | August 2013 | 128,000 | 128,000 | 128,000 | 128,000 |
| GEA Bond | April 2016 | 400,000 | 400,000 | 400,000 | 400,000 |
| (EUR thousand) | Maturity | 06/30/2012 approved |
06/30/2012 utilized |
12/31/2011 approved |
12/31/2011 utilized |
The taxes recognized in the first half of 2012 were calculated using an estimated tax rate of 22.5 percent (previous year: 22.5 percent).
In the first quarter of 2012, the estimates used to account for the GEA Food Solutions segment were revised. This was necessary primarily as a result of the reorganization of production. The resulting changes in estimates reflect new information, as well as the experience gained in this new segment and the views of its new management. In light of this it is not assumed that these changes in estimates will have any significant effects on GEA's future IFRS financial statements.
Estimates relating to the stage of completion reached for construction contracts in progress were amended in respect of the recognition of construction contracts in the GEA Food Solutions segment in the first quarter of 2012. The reduction in revenue of EUR 42.0 million and cost of sales of EUR 21.1 million arising from this change in estimates reduced consolidated profit before interest and taxes by EUR 20.9 million.
In addition, estimates concerning existing customer risks and risks relating to production locations were modified in the first quarter of 2012, resulting in a total additional expense of EUR 14.9 million. This expense is attributable mainly to increases in provisions for warranties and follow-up costs, as well as write-downs of outstanding trade receivables and surplus inventories. EUR 9.0 million of the additional expense is included in production costs and EUR 5.9 million is included in other expenses.
The change in exchange differences on translating foreign operations amounted to EUR 38,783 thousand (previous year: EUR -8,833 thousand) in the second quarter and resulted primarily from the appreciation of the U.S. dollar against the euro. Overall, the period from January to June 2012 also saw a rise in the U.S. dollar against the euro. Hence, there are exchange differences on foreign currency translation in this period in the amount of EUR 20,489 thousand (previous year: EUR -54,049 thousand).
GEA Group Aktiengesellschaft paid a dividend of EUR 0.55 per share on April 25, 2012. For 183,807,845 GEA shares, this represents a total dividend payment of EUR 101,094 thousand.
The group is divided into six global operating segments and the Other segment. The main activities are as follows:
GEA Food Solutions (until December 31, 2011, GEA Convenience Food Technologies) is a manufacturer of machinery for preparing, marinating, further processing, cutting, and packaging meat, poultry, fish, cheese, and other foods. The segment's offering ranges from individual machines through to end-to-end production lines.
As a full-line supplier for livestock farming, GEA Farm Technologies offers milking and refrigeration technology, feeding systems, 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 encompasses all of the group's heat exchanger activities. With its finnedtube, 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 energy sector, as well as air conditioning and environmental technology.
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 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 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.
The "Other" segment comprises the companies with business activities that do not form part of the core business. In addition to the holding and service companies, it contains companies that report investment property held for sale, pension obligations, and residual mining obligations.
| (EUR million) | GEA FS | GEA FT GEA HX GEA ME | GEA PE | GEA RT | Other | Consolidation GEA Group | |||
|---|---|---|---|---|---|---|---|---|---|
| Q2 2012 | |||||||||
| Order Intake | 95.8 | 145.7 | 379.0 | 233.2 | 401.2 | 180.4 | – | -34.2 | 1,401.0 |
| External Revenue | 101.6 | 133.0 | 397.2 | 196.3 | 400.2 | 163.0 | – | – | 1,391.3 |
| Intersegment revenue | – | 0.1 | 7.2 | 21.3 | 1.0 | 2.2 | – | -31.8 | – |
| Total revenue | 101.6 | 133.1 | 404.3 | 217.6 | 401.2 | 165.2 | – | -31.8 | 1,391.3 |
| EBITDA pre PPA | -0.8 | 11.3 | 35.9 | 44.9 | 39.4 | 13.4 | -1.1 | – | 143.1 |
| EBITDA | -0.8 | 11.3 | 35.9 | 44.5 | 39.4 | 13.4 | -1.1 | – | 142.6 |
| EBIT pre PPA | -1.9 | 8.3 | 27.6 | 40.9 | 35.8 | 11.1 | -2.7 | – | 119.0 |
| as % of revenue | -1.8 | 6.2 | 6.8 | 18.8 | 8.9 | 6.7 | – | – | 8.6 |
| EBIT | -5.3 | 7.5 | 27.0 | 39.9 | 35.0 | 10.6 | -2.8 | – | 111.9 |
| as % of revenue | -5.2 | 5.7 | 6.7 | 18.3 | 8.7 | 6.4 | – | – | 8.0 |
| Additions to property, plant and equipment and intangible assets |
1.9 | 2.5 | 4.7 | 52.8 | 2.3 | 2.6 | 1.8 | – | 68.6 |
| Depreciation and amortization | 4.5 | 3.8 | 8.9 | 4.6 | 4.5 | 2.8 | 1.7 | – | 30.7 |
| Q2 2011 * | |||||||||
| Order Intake | 102.3 | 129.5 | 445.6 | 230.1 | 426.2 | 162.8 | – | -34.0 | 1,462.5 |
| External Revenue | 103.3 | 118.2 | 384.3 | 186.5 | 384.7 | 165.7 | 6.2 | – | 1,349.0 |
| Intersegment revenue | – | 0.1 | 6.6 | 21.3 | 0.4 | 0.9 | – | -29.2 | – |
| Total revenue | 103.3 | 118.3 | 390.9 | 207.8 | 385.1 | 166.6 | 6.2 | -29.2 | 1,349.0 |
| EBITDA pre PPA | 6.2 | 8.4 | 35.3 | 44.6 | 31.2 | 14.5 | -4.7 | – | 135.7 |
| EBITDA | -13.2 | 8.4 | 35.3 | 44.6 | 31.2 | 14.3 | -4.7 | – | 116.0 |
| EBIT pre PPA | 4.0 | 5.6 | 26.5 | 40.5 | 27.6 | 12.3 | -6.7 | – | 109.7 |
| as % of revenue | 3.8 | 4.7 | 6.8 | 19.5 | 7.2 | 7.4 | -106.9 | – | 8.1 |
| EBIT | -22.6 | 5.0 | 25.7 | 40.3 | 27.2 | 10.6 | -6.7 | – | 79.3 |
| as % of revenue | -21.9 | 4.2 | 6.6 | 19.4 | 7.1 | 6.4 | – | – | 5.9 |
| Additions to property, plant and equipment and intangible assets |
21.7 | 2.0 | 6.1 | 20.8 | 3.9 | 1.7 | 3.0 | – | 59.1 |
Depreciation and amortization 9.5 3.5 9.7 4.4 4.0 3.7 2.0 – 36.7
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
GEA Group 41
| (EUR million) | GEA FS 1 | GEA FT GEA HX GEA ME | GEA PE | GEA RT | Other | Consolidation GEA Group | |||
|---|---|---|---|---|---|---|---|---|---|
| Q1-Q2 2012 | |||||||||
| Order Intake | 193.2 | 293.8 | 785.0 | 472.0 | 912.5 | 358.3 | – | -68.9 | 2,945.9 |
| External Revenue | 154.3 | 250.7 | 780.3 | 386.5 | 772.9 | 310.2 | – | – | 2,654.9 |
| Intersegment revenue | – | 0.1 | 13.7 | 47.7 | 1.6 | 4.5 | – | -67.7 | – |
| Total revenue | 154.3 | 250.8 | 794.0 | 434.2 | 774.4 | 314.8 | – | -67.7 | 2,654.9 |
| EBITDA pre PPA and one-offs 2 | -8.1 | 16.3 | 68.5 | 85.2 | 59.6 | 24.3 | -1.9 | – | 243.9 |
| EBITDA pre PPA | -43.9 | 16.3 | 68.5 | 85.2 | 59.6 | 24.3 | -1.9 | – | 208.1 |
| EBITDA | -43.9 | 16.3 | 68.5 | 84.7 | 59.6 | 24.3 | -1.9 | – | 207.5 |
| EBIT pre PPA and one-offs 2 | -11.2 | 10.2 | 51.6 | 77.2 | 52.3 | 19.8 | -5.9 | – | 193.9 |
| EBIT pre PPA | -47.0 | 10.2 | 51.6 | 77.2 | 52.3 | 19.8 | -5.9 | – | 158.2 |
| as % of revenue | -30.5 | 4.1 | 6.5 | 17.8 | 6.8 | 6.3 | – | – | 6.0 |
| EBIT | -53.8 | 8.7 | 50.4 | 75.8 | 50.9 | 18.7 | -6.1 | – | 144.7 |
| as % of revenue | -34.8 | 3.5 | 6.3 | 17.5 | 6.6 | 6.0 | – | – | 5.5 |
| ROCE in % 3 | -8.9 | 10.8 | 17.8 | 45.1 | 53.0 | 19.2 | – | – | 18.8 |
| Working Capital (reporting date) 4 | 78.2 | 148.4 | 243.9 | 206.5 | 7.6 | 86.8 | -4.5 | -2.6 | 764.3 |
| Additions to property, plant and equipment and intangible assets |
6.7 | 5.9 | 11.1 | 71.9 | 4.7 | 4.6 | 3.5 | – | 108.5 |
| Depreciation and amortization | 9.9 | 7.5 | 18.1 | 8.9 | 8.7 | 5.6 | 4.1 | – | 62.8 |
| Q1-Q2 2011 5 | |||||||||
| Order Intake | 102.3 | 255.4 | 821.1 | 449.3 | 827.6 | 315.5 | – | -66.6 | 2,704.7 |
| External Revenue | 103.3 | 217.8 | 715.6 | 356.5 | 685.1 | 297.5 | 11.2 | – | 2,387.0 |
| Intersegment revenue | – | 0.1 | 13.4 | 42.9 | 0.8 | 1.9 | – | -59.1 | – |
| Total revenue | 103.3 | 217.9 | 729.0 | 399.4 | 685.9 | 299.4 | 11.2 | -59.1 | 2,387.0 |
| EBITDA pre PPA | 6.2 | 13.4 | 64.9 | 77.3 | 51.2 | 23.5 | -8.9 | – | 227.6 |
| EBITDA | -13.2 | 13.4 | 64.9 | 77.3 | 51.2 | 23.2 | -8.9 | – | 207.9 |
| EBIT pre PPA | 4.0 | 7.7 | 47.2 | 69.0 | 44.1 | 19.4 | -12.8 | – | 178.7 |
| as % of revenue | 3.8 | 3.5 | 6.5 | 17.3 | 6.4 | 6.5 | -114.0 | – | 7.5 |
| EBIT | -22.6 | 6.5 | 45.9 | 68.6 | 43.2 | 17.4 | -12.9 | – | 146.1 |
| as % of revenue | -21.9 | 3.0 | 6.3 | 17.2 | 6.3 | 5.8 | -115.4 | – | 6.1 |
| ROCE in % 3 | -13.1 | 9.5 | 16.3 | 45.9 | 45.2 | 20.3 | – | – | 19.4 |
| Working Capital (reporting date) 4 | 49.4 | 137.2 | 255.7 | 197.1 | -18.7 | 83.6 | 2.6 | 0.4 | 707.3 |
| Additions to property, plant and equipment and intangible assets |
488.8 | 7.0 | 17.9 | 23.2 | 6.6 | 46.8 | 5.6 | – | 595.6 |
| Depreciation and amortization | 9.5 | 6.9 | 19.0 | 8.7 | 7.9 | 5.8 | 4.0 | – | 61.8 |
1) Inclusion of GEA Food Solutions since 3/31/2011
2) One-offs from GEA Food Solutions due to changes of estimation (see page 38)
3) ROCE = EBIT in the past 12 months (in 2010 before restructuring expenses) / (capital employed - goodwill from the acquisition of the former GEA AG by the former Metallgesellschaft in 1999 (both at average of the past twelve months)); capital employed = non-current assets + working capital
4) Working capital = inventories + trade receivables - trade payables - advance payments received
5) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
Order intake is 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 2011 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.
In addition, management monitors EBITDA and EBIT also adjusted for effects resulting from the remeasurement of the assets acquired as part of a business combination ("before purchase price allocation"). These effects relate on the one hand to the revalued amount of inventories recognized as production costs that reduces earnings, and on the other to the amortization of the revalued amount from the measurement of property, plant and equipment and intangible assets at fair value.
The following table shows the reconciliation of EBITDA before purchase price allocation and nonrecurring factors to EBIT:
| Reconciliation of EBITDA before purchase price allocation and one-offs to EBIT (EUR million) |
Q2 2012 |
Q2 1 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 1 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| EBITDA pre PPA and one-offs | 143.1 | 135.7 | 5.5 | 243.9 | 227.6 | 7.1 |
| Depreciation of property, plant and equipment, investment property, and amortization of intangible assets |
-24.1 | -26.0 | 7.3 | -49.9 | -48.9 | -2.0 |
| EBIT pre PPA and one-offs | 119.0 | 109.7 | 8.5 | 193.9 | 178.7 | 8.5 |
| Depreciation and amortization on capitalization of purchase price allocation |
-6.6 | -10.7 | 38.0 | -12.9 | -12.9 | -0.2 |
| Realization of step-up amounts on inventories | -0.4 | -19.7 | 97.8 | -0.6 | -19.7 | 97.1 |
| One-offs 2 | – | – | – | -35.8 | – | – |
| EBIT | 111.9 | 79.3 | 41.1 | 144.7 | 146.1 | -1.0 |
1) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
2) One-offs from GEA Food Solutions due to changes of estimation (see page 38)
| Reconciliation EBITDA to EBIT (EUR million) |
Q2 2012 |
Q2 * 2011 |
Change (%) |
Q1-Q2 2012 |
Q1-Q2 * 2011 |
Change (%) |
|---|---|---|---|---|---|---|
| EBITDA | 142.6 | 116.0 | 23.0 | 207.5 | 207.9 | -0.2 |
| Depreciation of property, plant and equipment, investment property, and amortization of intangible |
||||||
| assets | -30.7 | -36.7 | 16.2 | -62.8 | -61.8 | -1.7 |
| EBIT | 111.9 | 79.3 | 41.1 | 144.7 | 146.1 | -1.0 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
A reconciliation of EBIT to profit or loss before income 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 also for working capital, are the same as those used in the group and described in the accounting policies section of the 2011 Annual Report.
The following table shows the reconciliation of working capital to total assets:
| Reconciliation of working capital to total assets | ||
|---|---|---|
| (EUR million) | 06/30/2012 | 06/30/2011 * |
| Working capital (reporting date) | 764.3 | 707.3 |
| Working capital (reporting date) of Ruhr-Zink | -0.1 | -0.1 |
| Non-current assets | 3,529.4 | 3,272.0 |
| Income tax receivables | 19.7 | 20.5 |
| Other current financial assets | 213.1 | 200.3 |
| Cash and cash equivalents | 292.9 | 274.0 |
| Assets held for sale | 18.3 | 3.2 |
| plus trade payables | 690.4 | 652.1 |
| plus advance payments in respect of orders and construction contracts | 297.1 | 242.6 |
| plus gross amount due to customers for contract work | 373.8 | 331.6 |
| Total assets | 6,198.8 | 5,703.6 |
*) Amounts adjusted due to change in accounting policy for pension obligations and leasing obligations (see page 32 f.)
There were no material related party transactions with an effect on the results of operations, financial position, and net assets.
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of the group, and the interim management report of the group includes a fair review of the development and performance of the business and the position of the group, together with a description of the material opportunities and risks associated with the expected development of the group for the remaining months of the fiscal year.
Düsseldorf, July 30, 2012
The Executive Board
Jürg Oleas Dr. Helmut Schmale Niels Graugaard Dr. Stephan Petri
October 29, 2012 Quarterly Financial Report for the period to September 30, 2012
March 11, 2013 Annual Report 2012
| The GEA Group Stock: Key data | American Depository Receipts (ADR) | ||||
|---|---|---|---|---|---|
| WKN | 660 200 | CUSIP | 361592108 | ||
| ISIN | DE0006602006 | Bloomberg code | GEAGY:US | ||
| Reuters code | G1AG.DE | Sponsor | Deutsche Bank Trust Company Americas | ||
| Bloomberg code | G1A.GR | ADR-Level | 1 | ||
| Xetra | G1A.DE | Ratio | 1:1 | ||
| Public Relations | Investor Relations | ||||
|---|---|---|---|---|---|
| Phone +49 (0)211 9136-1492 | Phone +49 (0)211 9136-1492 | ||||
| Fax | +49 (0)211 9136-31492 | Fax | +49 (0)211 9136-31492 | ||
| [email protected] | [email protected] |
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.
Rounding differences may occur in the tables due to calculatory reasons.
This report is a translation of the German original; in the event of variances, the German version shall take precedence over the English translation.
| Published by: | GEA Group Aktiengesellschaft |
|---|---|
| Investor and Public Relations | |
| Peter-Müller-Straße 12 | |
| 40468 Düsseldorf | |
| Germany | |
| www.gea.com | |
| Design: | www.kpad.de |
| Printed by: | WAZ-Druck, Duisburg |
GEA Group Aktiengesellschaft
Peter-Müller-Straße 12, 40468 Düsseldorf, Germany Phone +49 (0)211 9136-0 [email protected], www.gea.com
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