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HELMA Eigenheimbau AG — Annual Report 2014
Apr 13, 2015
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Annual Report
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Annual Report 2014
HELMA code of values
In our code of values – which guides us in our daily ideas and activities – we summarise the values that are particularly important to us in how we interact with each other, and with our customers and partners.
Transparency
Honesty and forward-looking communication are important to us. We ensure that our customers, employees, business partners, investors and other stakeholder groups are informed comprehensively. This also includes stating openly where we have made errors..
Sustainability
We take responsibility: A balanced approach to economic, ecological, social, cultural and social resources forms the basis of our business activity.
Quality
We offer high-quality services to our customers. Our projects are generated together with our customers and business partners within a positive working environment. This, too, comprises quality for us.
HELMA code of values
Customer
The customer stands at the centre of our activity. Our customers' satisfaction is what matters to us, and it informs our vision: "We love to build for your life!"
Team
We are HELMA: our expert teams make recourse to a well-founded base of knowledge, and work together constructively – because we aim always to achieve the best results for our customers.
Safety
Safety comes first. For this reason, we offer our customers an extensive range of additional safety measures. We also invest in occupational safety: with us, our employees enjoy a working environment that offers aboveaverage safety.
Reliability
We keep our promises. Our customers, business partners and colleagues can rely on the fact that the deadlines, qualities and prices to which we agree are mandatory and binding for us. We regard reliability as the basis of our trusting business relationships.
Performance
We make (dream) homes become reality. We give our best for this – with our clearly defined working structures, efficient working practices, and in close coordination with our customers and external partners.
Expertise
Our staff comprise our capital. Their knowledge and ability to engage with our customers and business partners on a personal basis is what drives our business forward. We ensure they always have sufficient opportunities to develop themselves further professionally.
The HELMA Group at a glance
| Earnings and dividend | 2014 | 2013 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|---|---|
| Revenue | in k€ | 170,497 | 138,018 | 113,988 | 103,588 | 74,535 |
| EBITDA | in k€ | 15,971 | 11,793 | 8,774 | 6,132 | 3,851 |
| Operating earnings (EBIT) | in k€ | 14,167 | 10,286 | 7,335 | 4,786 | 2,724 |
| Earnings before taxes (EBT) | in k€ | 11,690 | 8,271 | 5,755 | 3,381 | 1,910 |
| Net income after minority interests | in k€ | 8,132 | 5,606 | 3,799 | 2,310 | 1,302 |
| Cash earnings | in k€ | 11,210 | 9,145 | 6,448 | 4,396 | 2,923 |
| Earnings per share* | in € | 2.43 | 1.85 | 1.33 | 0.83 | 0.50 |
| Dividend per share | in € | 0.63** | 0.53 | 0.35 | 0.20 | 0.00 |
| Adjusted gross profit margin | in % | 24.4 | 24.1 | 23.7 | 21.4 | 21.6 |
| EBIT margin | in % | 8.3 | 7.5 | 6.4 | 4.6 | 3.7 |
| Return on sales (ROS) | in % | 4.8 | 4.1 | 3.4 | 2.3 | 1.8 |
| Sales performance | 2014 | 2013 | 2012 | 2011 | 2010 | |
| Net new orders received | in k€ | 193,005 | 158,979 | 131,398 | 106,828 | 97,629 |
| Selected balance sheet items and key fi gures | 12/31/2014 | 12/31/2013 | 12/31/2012 | 12/31/2011 | 12/31/2010 | |
| Property, plant and equipment | in k€ | 16,139 | 15,760 | 15,022 | 16,311 | 14,568 |
| Inventories including land | in k€ | 96,054 | 78,408 | 35,816 | 19,830 | 8,628 |
| Cash an cash equivalents | in k€ | 6,916 | 6,821 | 1,540 | 3,793 | 3,074 |
| Equity | in k€ | 40,952 | 28,033 | 20,365 | 17,067 | 12,199 |
| Net debt | in k€ | 79,401 | 68,034 | 36,347 | 16,552 | 10,261 |
| Total assets | in k€ | 160,041 | 136,600 | 84,645 | 63,868 | 42,965 |
| Equity ratio | in % | 25�6 | 20�5 | 24�1 | 26�7 | 28�4 |
| Other data | 12/31/2014 | 12/31/2013 | 12/31/2012 | 12/31/2011 | 12/31/2010 | |
| Number of employees | 233 | 211 | 188 | 164 | 131 |
* Relative to the average number of shares in circulation during the fi nancial year
** Proposal
| Letter to the shareholders�����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������26 | |
|---|---|
| The Share/Investor Relations������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������28 | |
| Corporate bond�����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������34 | |
| Supervisory Board Report����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������36 | |
| Aggregated management report for HELMA Eigenheimbau AG and the Group�������������������������������������40 | |
| Consolidated Financial Statements �������������������������������������������������������������������������������������������������������������������������������������������������������������������������83 | |
| Notes to the Consolidated Financial Statements���������������������������������������������������������������������������������������������������������������������������������89 | |
| Audit opinion����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������128 | |
| Single Entity Financial Statements of HELMA Eigenheimbau AG ���������������������������������������������������������������������������130 | |
| Editorial��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������134 |
"My house was built by HELMA"
Sky du Mont
enthusiastic HELMA customer since 2007
Family company
HELMA Eigenheimbau was founded in 1980 by Brigitte Hellwich and today's CEO Karl-Heinz Maerzke. Stability has a name: HEL(wich)MA(erzke).
Corporate responsibility
The HELMA Group is committed to its sustained responsibility to the environment, its employees and society.
As part of our activities, we take care to utilise resources as sparingly as possible, and in doing so to motivate others to follow us on this path.
We support our employees in their endeavours to learn and develop, as well as to take an active and healthy role in society.
We are also committed over and beyond the immediate scope of our company. HELMA promotes the development of children in different life phases, both with financial commitment, and the provision of materials and services.
HELMA takes responsibility.
We enjoy building for your life. Planning and construction of individual solid construction detached and semi-detached houses for private homeowners.
We offer home ownership on a one-stop-shop basis.
Project management and development of infrastructurally attractive land as all-in packages for private owner-occupier buyers and institutional residential real estate investors.
We combine quality of life and return on investment.
Development, construction and sale of holiday properties in popular vacation regions.
We look for the ideal financing arrangement.
Independent search and broking of financing offers and insurance services for private homebuilding.
Stone by stone, we have not only created lasting value with every house that we have transferred to our customers, but also – and above all – the unique feeling of actually being at home, and of having come home.
A decision to commission a house from HELMA Eigenheimbau AG is an investment in a secure and more sustainable future. It's a decision for our family, for our loved ones, and for us.
When experience and expertise, efficient energy-saving concepts, and individual planning go hand-in-hand – then it's the right decision.
HELMA – we love to build for your life!
Great visions, small details – HELMA Eigenheimbau AG is a mirror image of its customers. Long journeys begin with small steps and a clear vision of the destination in mind. This holds true for life planning as much as it does for the search for the ideal house – desires and needs vary over time, and it takes some time to gain clarity about them.
Annual Report 2014 Annual Report 2014
For over three decades on our path, we have gathered a great deal of knowledge, observing quite different types of people and experiencing their very personal ideas – allowing us to develop not only ideal houses, but also a home suited to each individual.
HELMA houses – as individual as our clients.
HELMA Eigenheimbau AG | 13
14 | HELMA Eigenheimbau AG
We not only build …
… freestanding detached homes and terraced houses. As a subsidiary of HELMA Eigenheimbau AG, HELMA Wohnungsbau GmbH - in its role as a classic property developer - also benefits from the Group's extensive expertise.
In the "Carlsgarten" development area, located in the Berlin city district of Karlshorst, HELMA Wohnungsbau has constructed around 400 houses since 2006. The "Carlsgarten" consequently provides a perfect example of our work. We are developing interesting areas – which, in view of their size, are usually not offered to individual private buyers – where we plan and build attractive residential properties that optimally reflect our customers' wishes.
Ranging from terraced houses with smaller, low maintenance gardens through to attractive townhouses, as well as freestanding and individually planned detached and semi-detached houses, we have realised almost the entire offerings of HELMA Wohnungsbau GmbH within this city district.
HELMA Eigenheimbau AG | 15
We also realise …
… fascinating and attractive multi-story residential buildings for people who wish to enjoy comfortable surroundings close to the city, and can do without their own gardens. HELMA Wohnungsbau GmbH has also purchased the last free plot of land available for construction within the so-called "Carlsgarten". The "Park Living" residential estate is being created among old stocks of trees on this space between the suburban railway station and the verdant Wuhlheide public park.
Five charismatic houses will accommodate more than 100 - entirely different - apartments in the future, thereby meeting any requirements in terms of stairsfree accommodation. Nestled within extensive green areas, and with patios or balconies for each individual apartment, this residential estate is also ideal for enjoying nature within an urban environment. This last project directly within the new "Carlsgarten" city district fully closes the remaining gap: from individual houses through to a residential estate that is both charming and inviting – HELMA Wohnungsbau, the specialist for attractive residential accommodation.
Annual Report 2014 Annual Report 2014 Core competencies
Between Hanover's city centre and its municipal woods area, 78 new apartments and two office spaces with basement car parking and parking spaces within the central courtyard area are being created within a unique complex of buildings.
The perfect location in one of the most popular and charming city districts of the regional capital, the exciting façade design, and the apartments' floorplans clearly reflect the competencies of HELMA Wohnungsbau GmbH.
Attractive residential space is being created here, with direct access to the pedestrian zone and only 15 minutes' walk to the central station. And, at the same time, Europe's largest inner-city wooded area is within sight. For the estate's future residents, the verdant surroundings are no more than a 200 meter walk "down the street".
A new life
Following on from the "Weisse Strandvillen Port Olpenitz" project, HELMA Ferienimmobilien GmbH has completely taken over the large-scale "Ostseeresort Olpenitz" project at unique location between the Baltic and the mouth of the river Schlei.
The specialists for developing, constructing and selling holiday properties have already drawn much closer to their objective of breathing new life into this former marina area. All of the apartments in the quayside harbour houses have been sold, and a further 104 holiday homes are already in the marketing stage.
The sale and construction of a total of around 1,000 holiday homes and apartments, and 25 commercial units, is planned on the land over the coming years.
There's no doubt that new life is arising here.
In the midst of life
Construction work on the Binz Dunes Resort – situated in Binz, the largest holiday resort on the island of Rügen – is almost complete. Distributed among four construction wings, each of the new apartments appointed to high quality standards has its own balcony, while some even feature saunas and wood burning stoves. Underfloor heating and whirlpools complete the perfect offerings for simply perfect holidays.
The majority of the holiday apartments have already been sold. With the near completion of these developments, just 150 metres away from a fine sand beach and located directly at the centre of the seaside resort, some 75 high-grade, enjoyable and relaxing apartments will soon enable visitors and future buyers to experience a very unique vacation feeling right at the centre of Rügen in Binz - in other words, right at the very heart of this resort.
Our vision: WE LOVE TO BUILD FOR YOUR LIFE!
Over a thousand customers every year report enthusiastically:
"It's more than just an advertising slogan at HELMA. They actually do!"
HELMA Eigenheimbau AG Annual Report 2014
Karl-Heinz Maerzke Management Board Chairman
Gerrit Janssen Management Board member
Letter to the shareholders
Dear shareholders, ladies and gentlemen,
It gives us pleasure to report you that in the 2014 financial year we exceeded our medium-term EBIT target range of 6.0-8.0 % for the first time, achieving 8.3 %. As planned, it was especially strong revenue growth at our property development subsidiaries that was responsible for this pleasing profitability trend during the financial year elapsed. With consolidated revenue up by 24 % to €170.5 million, EBIT grew by €3.9 million to €14.2 million, thereby exceeding our EBIT planning by €1.7 million. Earnings per share amounted to €2.43 (previous year: €1.85), representing 31 % year-on-year growth.
Today, we can already look with confidence to the current and coming financial years given the high level of our order book position and our well-filled project pipeline. As a consequence, we see revenue growing to €210 million in 2015, and consolidated EBIT of €17.5 million. Given the very good progress that we have made with implementing our medium-term growth strategy, we anticipate further growth in revenue over the coming years to €260 million in 2016, and to €340 million in 2017. We are assuming an EBIT margin in a range of 7.0-10.0 % for the financial years 2016 and beyond.
Along with attaining the aforementioned revenue and earnings targets, one thing, in particular, will remain our focus:
Our customers' satisfaction – because "We like to build for your life", and we would like all our customers to feel that this is much more than just an advertising slogan for us.
For this reason, our special thanks are due to all staff and specialist advisers at the HELMA Group for their very good performance over the past years. With their committed work, they have ensured that 2014 was a further record year for HELMA. We would also like to thank the Supervisory Board for the trusting and constructive way in which we have worked together, as well as you, dear shareholders, customers and business partners of the HELMA Group, for your trust, confidence and support.
Yours sincerely
Karl-Heinz Maerzke Gerrit Janssen Management Board Chairman Management Board member
The Share/Investor Relations
Listing of the HELMA share
HELMA Eigenheimbau AG has been listed in the Entry Standard of the Frankfurt Securities Exchange since September 19, 2006. The HELMA share is traded on the stock exchanges of Berlin, Dusseldorf, Frankfurt, Hamburg, and Stuttgart, as well as on the XETRA electronic trading system.
Key data
| Class | Nil-par ordinary bearer shares |
|---|---|
| ISIN | DE000A0EQ578 |
| Ticker symbol | H5E |
| Share capital | €3,700,000 |
| Initial listing | September 19, 2006 |
| Market segment | Entry Standard |
| Designated Sponsor | M.M. Warburg & CO KGaA |
Share data
| Total number of shares on January 2, 2014 | 3,100,000 |
|---|---|
| Total number of shares on December 30, 2014 | 3,410,000 |
| Total number of shares on March 24, 2015 | 3,700,000 |
| Opening price in January 2, 2014 | €17.55 |
| Closing price on December 30, 2014 | €26.39 |
| Closing price on March 24, 2015 | €37.10 |
| Market capitalisation on January 2, 2014 | €54.4 million |
| Market capitalisation on December 30, 2014 | €90.0 million |
| Market capitalisation on March 24, 2015 | €137.3 million |
Capital increase in March 2015
The capital increase that was resolved on March 20, 2015 from approved capital in scope of up to 290,000 new shares was already successfully completed on the same day. As part of an accelerated bookbuilding procedure, 290,000 new shares were placed at a price of €34.00 per share among institutional investors in Germany and the rest of Europe. The gross issue proceeds from the capital increase consequently amounted to €9.86 million. The company's share capital totalled €3,700,000 following the entry in the commercial register that has now occurred.
Performance of the HELMA share
The HELMA share opened 2014 at a price of EUR 17.55 before rising to reach a level of EUR 26.39 by the yearend. After the share had already appreciated by 71 % in 2013, it registered a further gain of 50 % in the year under review. The market capitalisation rose from EUR 54.4 million to EUR 90.0 million over the course of 2014.
Performance of the HELMA share
Shareholder structure
After entry in the commercial register of the 290,000 shares from the capital increase that was implemented in March 2015, the total of 3,700,000 shares are distributed as follows:
Company-founder and Management Board Chairman Karl-Heinz Maerzke continues to hold a majority interest in HELMA Eigenheimbau AG. The Maerzke family consequently holds 50.5% of the shares. CFO Gerrit Janssen holds a further 0.3%. The free float stands at 49.3%.
Analyst coverage
The development of the HELMA share continued to be covered in the 2014 business year by the analysts Frank Laser (Warburg Research), Jens Jung (Steubing Research), and Cosmin Filker (GBC Research). All three of these research houses are recommending the HELMA share as a "Buy". The analysts' recommendations can always be viewed on the HELMA website, within the Investor Relations area.
Investor relations activities
Last year, we took part in investor conferences in Frankfurt and Munich, and we also conducted two international roadshows. In this context, we presented our company and growth strategy to a large number of analysts and investors.
Financial media also continued to report extensively on our company's development in 2014. Selected headlines from the articles that have appeared are presented on the following pages.
We will continue with our intensive investor relations work in 2015. We already held an international roadshow in March 2015 to this end. We also plan to participate at investor conferences in Frankfurt and Munich in November and December.
Dividend
In its separate financial statements prepared according to the accounting principles of the German Commercial Code (HGB), HELMA Eigenheimbau AG reports unappropriated retained earnings of €6,655,409.62 for the 2014 financial year on net income of €6,655,409.62. Due to the positive earnings trend in the 2014 fiscal year, the Management and Supervisory boards will propose to the Shareholders' General Meeting to be held on July 3, 2015, the approval of a dividend distribution of €0.63 per dividend-entitled ordinary share (previous year: €0.53), consequently €2,331,000.00, and that the subsequently remaining amount of €4,324,409.62 shall be transferred to the other revenue reserves. The total amount of dividends and the amount to be transferred to the other revenue reserves in the forthcoming resolution proposal for the application of unappropriated retained earnings is based on dividend-entitled share capital of €3,700,000.00, split into 3,700,000 ordinary shares.
Our dividend policy is oriented to a high degree of continuity. Presupposing that earnings trends stay positive, and that the company's liquidity position remains robust, this policy envisages a 25% to 35% future payout rate based on the net income generated by the parent company. Accordingly, we wish not only for our shareholders to participate directly in the company's success and profitability, but also to invest most of our profits in the company's continued growth, thereby strengthening its equity accordingly.
Dividend trend
Corporate bond
Listing of the HELMA bond
The HELMA bond has been listed in the Entry Standard of the Frankfurt Securities Exchange since September 19, 2013 and is traded on the stock exchanges of Berlin, Dusseldorf, Frankfurt, Hamburg, and Stuttgart.
Key Data
| Issuer | HELMA Eigenheimbau AG |
|---|---|
| ISIN | DE000A1X3HZ2 |
| Volume | €35.0 million |
| Cupon | 5.875% p.a. |
| Coupon payment date | Annually as of September 19 |
| Term | September 19, 2013 - September 19, 2018 (exclusive) |
| Repayment at final maturity | 100% |
| Denomination | €1,000 |
| Minimum investment amount | €1,000 |
| Status | Unsubordinated, unsecured |
| Issuer's call right | from September 19, 2016 at 101% of nominal amount from September 19, 2017 at 100.5% of nominal amount |
| Corporate rating | BBB (Investment grade; Creditreform Rating AG) |
| Listing | Frankfurt Stock Exchange - Entry Standard |
Corporate rating history
At the end of 2010, HELMA Eigenheimbau AG subjected itself for the first time to a corporate rating procedure by Creditreform Rating AG. Its BBB investment-grade rating was set in November 2010. As part of the last bond issue, the corporate rating by Creditreform Rating AG was renewed in July 2013, and is since subject to an annual update. The rating is currently unchanged at BBB, thereby stably within the investment grade range.
| Validity | Agency | Corporate rating |
|---|---|---|
| 11/08/2010-11/07/2011 | Creditreform Rating AG | BBB (Investment-Grade) |
| 07/25/2013-07/20/2014 | Creditreform Rating AG | BBB (Investment-Grade) |
| 07/21/2014-07/20/2015 | Creditreform Rating AG | BBB (Investment-Grade) |
Price performance of the HELMA bond
The HELMA bond (ISIN: DE000A1X3HZ2) has reported a sustainably positive performance since being issued in September 2013. The bond continued to trade consistently above 100% during the course of the 2014 financial year, and mainly in a range between 104% and 108%.
Performance of the HELMA bond
Otto W. Holzkamp Chairman of the Supervisory Board
Supervisory Board Report
Dear shareholders,
In the 2014 reporting year, the Supervisory Board performed the tasks incumbent upon it according to statutory requirements, the company's articles of incorporation, and procedural rules. The Supervisory Board consulted regularly with the company's Management Board, and supervised its activity.
The Supervisory Board was directly included in all decisions of fundamental significance for the company.
The Management Board informed the Supervisory Board regularly, comprehensively, in both written and verbal reports, about corporate planning, particularly financial, investment and personnel planning, business progress, strategic further development, as well as the Group's current position, including the risk position and risk management.
The Supervisory Board convened for a total of six meetings in the 2014 reporting year, which were attended by all Supervisory Board members on each occasion, with the exception of the last meeting. The Supervisory Board passed the resolutions required by law, the company's articles of incorporation, or procedural rules. Following thorough review and consultation, decisions were made on the basis of the reporting and the Management Board's proposals for resolutions.
The Supervisory Board was also rapidly informed outside the scope of meetings about projects and transactions of particular significance or urgency, and passed corresponding resolutions, especially those relating to capital measures and the purchase of plots of land by HELMA Wohnungsbau GmbH.
Above and beyond this, the Supervisory Board Chairman was in regular contact with the Management Board, thereby enabling events of extraordinary significance for the position and progress of the company and the Group to be discussed immediately.
Given the fact that the Supervisory Board consisted of three members in the 2014 financial year, the Board refrained from forming committees.
DETAILS OF INDIVIDUAL SUPERVISORY BOARD MEETINGS
At the Supervisory Board meeting on March 3, 2014, the Supervisory Board received an extensive status report from the management about the large-scale project of HELMA Ferienimmobilien GmbH in Olpenitz. The Management Board also gave a detailed presentation to the Supervisory Board about projects of HELMA Wohnungsbau GmbH in the metropolitan region of Munich. Medium-term financial planning formed a further focal topic at this meeting.
At the Supervisory Board meeting on March 31, 2014, the separate annual financial statements of HELMA Eigenheimbau AG and the consolidated financial statements for 2013, as well as the combined management report for HELMA Eigenheimbau AG and the Group, which had been prepared by the Management Board, were discussed in depth together with the Management Board and the auditor. The same applies to the report on related companies pursuant to Section 312 of the German Stock Corporation Act (AktG) that was prepared by the Management Board and audited by the auditor. The Supervisory Board's examinations resulted in no reservations. The annual financial statements of HELMA Eigenheimbau AG and the consolidated financial statements for the 2013 financial year, each of which had been issued with an unqualified audit opinion, were approved, and the annual financial statements of HELMA Eigenheimbau AG were adopted. During the further course of this meeting, the Management Board reported on the capital measures that had been implemented successfully, and presented budget planning for the 2014 and 2015 financial years. The Management and Supervisory boards also jointly discussed the draft agenda for the Shareholders' General Meeting.
The forthcoming Ordinary Shareholders' General Meeting was discussed in depth at the meeting held on June 16, 2014. The Management Board also presented a major land project in Berlin-Spandau to the Supervisory Board, provided an update on the holiday properties project in Olpenitz, and provided information about the current financial and order situation.
At the constituent Supervisory Board meeting on July 4, 2014, which was held after the conclusion of the Ordinary Shareholders' General Meeting, Mr. Otto W. Holzkamp was elected to be the Supervisory Board Chairman, and Mr. Sven Aßmann to be Deputy Supervisory Board Chairman. During the further course of this meeting, and following in-depth consultation, the Supervisory Board approved the merger of HELMA LUX S.A. with HELMA Eigenheimbau AG, and an amendment to article 7 of the Management Board's rules of business procedure in relation to transactions that require approval.
At the meetings on September 29, 2014, and December 16, 2014, the Management Board reported in depth on the HELMA Group's financial, liquidity and order positions, and provided the Supervisory Board with detailed information about the status of various projects at the subsidiaries. Investment and personnel planning for the 2015 financial year formed a further focal point of the meeting on December 16, 2014, which the Management Board presented to the Supervisory Board in detail.
AWARD OF THE AUDIT MANDATE TO EBNER STOLZ GMBH & CO. KG WIRTSCHAFTS-PRÜFUNGSGESELLSCHAFT STEUERBERATUNGSGESELLSCHAFT, HANOVER:
At the Ordinary Shareholders' General Meeting on July 4, 2014, shareholders elected Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hanover, as the auditor of the separate and consolidated financial statements for the 2014 financial year. The Supervisory Board subsequently awarded the audit mandate and, in doing so, agreed clear rules relating to the specifics of the mandate, and the co-operation between the Supervisory Board and the auditor. The auditor informed the Supervisory Board that no circumstances existed that would give rise to concern about its impartiality. It also provided information about the services it had rendered in connection with the auditing of the financial statements.
SUPERVISORY BOARD ACCOUNTS MEETING ON MARCH 30, 2015:
The separate annual financial statements of HELMA Eigenheimbau AG prepared by the Management Board according to the regulations of the German Commercial Code (HGB) and the consolidated financial statements prepared according to International Financial Reporting Standards (IFRS) for the 2014 financial year, as well as the combined management report for HELMA Eigenheimbau AG and the Group, were audited in the light of the financial bookkeeping by Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hanover. The auditor awarded unqualified audit opinions. The documents relating to the separate and consolidated financial statements, and the audit reports, were discussed in detail together with the Management Board and the auditor at the Supervisory Board accounts meeting on March 30, 2015. The auditor reported on the findings of the audits, and was available to provide further information to the Supervisory Board. The requisite documents were made available in good time before the Supervisory Board accounts meeting, which allowed sufficient time for them to be inspected. The Supervisory Board concurred with the results of the audit by the external auditor on the basis of its own review of the separate annual financial statements, the consolidated financial statements, and the combined management report for HELMA Eigenheimbau AG and the Group. The Supervisory Board approved the separate and consolidated financial statements without reservations; the separate financial statements have been adopted as a consequence.
The auditor awarded the following unqualified audit opinion on the related parties report pursuant to Section 312 of the German Stock Corporation Act (AktG), which was prepared by the Management Board, and audited by the auditor:
"In accordance with the audit duties incumbent on us, and in our assessment, we confirm that
-
- the actual disclosures of the reports are correct,
-
- in the case of the legal transactions listed in the report, the considerations rendered by the company were not inappropriately high,
-
- in the case of the measures listed in the report, no circumstances suggest an assessment significantly different from that of the Management Board."
The Supervisory Board also examined the related parties report itself, and discussed it with the Management Board and the auditor at the accounts meeting. Having conclusively ended its review, it has no objections to the final declaration of the Management Board, and concurs with the result of the external audit.
Following the entry in the share register, of the €290,000.00 capital increase on March 20, 2015 and thereby on the basis of dividend-entitled share capital of €3,700,000.00, split into 3,700,000 ordinary shares, the Supervisory Board, following its own review, concurred with the Management Board's proposal relating to the application of unappropriated retained earnings. For this reason, together with the Management Board, the Supervisory Board proposes to the Shareholders' General Meeting that it distribute from the unappropriated retained earnings of €6,655,409.62 an amount of €2,331,000.00 as a dividend – corresponding to a dividend of €0.63 per dividendentitled ordinary share – and to carry forward the remaining amount of €4,324,409.62 to the other revenue reserves.
Change within the Supervisory Board:
The period of office of the Supervisory Board ended as scheduled at the conclusion of the Shareholders' General Meeting on July 4, 2014. Dr. Eberhard Schwarz stepped down from the Supervisory Board after having been a member on it for many years. The Supervisory Board would like to thank Dr. Schwarz for his many years of successful work on the company's behalf, as well as for his trusting collaboration.
The Shareholders' General Meeting elected Sven Aßmann to be a new Supervisory Board member. Supervisory Board members Otto W. Holzkamp (Chairman) and Dr. Peter Plathe were re-elected. The period of office of the Supervisory Board members runs until the conclusion of the Shareholders' General Meeting that passes a resolution relating to the discharge for the fourth financial year after the start of the period of office, whereby the financial year in which the period of office begins is not included in the calculation.
Repeat appointment of a Management Board member:
On April 1, 2014, the Supervisory Board unanimously approved reappointing Mr. Karl-Heinz Maerzke to be a member of the company's Management Board for a period of five years, consequently until March 31, 2020.
The Supervisory Board would like to thank the Management Board members and all Group company staff for their outstanding work. Once again, they have contributed to a very successful year for the HELMA Group.
Lehrte, April 1, 2015
On behalf of the Supervisory Board
Otto W. Holzkamp - Chairman -
| Organisational structure�����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������41 |
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| Economic environment��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������48 |
| Group order book position���������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������54 |
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| Group investments��������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������63 |
| Corporate responsibility - Non-financial performance indicators�����������������������������������������������������������������������������������64 |
| Employees, sales partners and the company's boards��������������������������������������������������������������������������������������������������������������66 |
| Net assets, financial position and results of operations of the parent company��������������������������������������68 |
| Risk report���������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������71 |
| Related parties report������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������74 |
| Report on events subsequent to the reporting date������������������������������������������������������������������������������������������������������������������������74 |
| Dividend����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������74 |
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Organisational structure
HELMA Eigenheimbau AG is the parent company of the HELMA Group, and is also operationally active as a customer-oriented building services provider. The company also provides services connected with the management, planning, and execution of construction projects on the basis of a non-gratuitous contract for services or work for its subsidiaries HELMA Wohnungsbau GmbH and HELMA Ferienimmobilien GmbH, which primarily operate in the business of developing residential and holiday properties. As a financial advisory company and home insurance broker, the subsidiary Hausbau Finanz GmbH rounds out the HELMA Group's product range.
Organisational chart of the HELMA Group
Fiscal units for corporation tax and VAT purposes
The following corporate agreements were concluded in order to optimise tax within the HELMA Group:
- Profit-and-loss transfer agreement between HELMA Eigenheimbau AG and HELMA Wohnungsbau GmbH; entered in the commercial register of HELMA Wohnungsbau GmbH on July 12, 2013. As a consequence, HELMA Wohnungsbau GmbH operates a fiscal unit for corporation tax and VAT purposes with HELMA Eigenheimbau AG.
- Control-and-profit-and-loss transfer agreement between HELMA Eigenheimbau AG and Hausbau Finanz GmbH; entered in the commercial register of Hausbau Finanz GmbH on July 12, 2013. As a consequence, Hausbau Finanz GmbH operates a fiscal unit for corporation tax and VAT purposes with HELMA Eigenheimbau AG.
- Control-and-profit-and-loss transfer agreement between HELMA Eigenheimbau AG and HELMA Ferienimmobilien GmbH; entered in the commercial register of HELMA Ferienimmobilien GmbH on July 22, 2014. As a consequence, HELMA Ferienimmobilien GmbH operates a fiscal unit for corporation tax and VAT purposes with HELMA Eigenheimbau AG.
Business activity and strategy
Business areas
Provider of construction services to owner-occupier housebuilders – since 1980
HELMA Eigenheimbau AG is a customer-oriented provider of a full range of construction services. The company focuses on the development, planning, sale, and construction management of turnkey or partially completed detached and semi-detached houses using the solid construction method. Particularly the option of individual planning and individualisation without extra costs, as well as the company's outstanding know-how in the area of energy-efficient construction methods, are perceived on the market as HELMA Eigenheimbau AG's unique selling propositions. With its persuasive sustainable energy concepts, the company has established itself as one of the leading providers of solar energy-saving homes, and is one of the most experienced companies in the solid construction house sector, having constructed several thousand owner-occupier homes.
Property development business for owner-occupier homes – since 1984
Through its subsidiary, HELMA Wohnungsbau GmbH, the HELMA Group also operates as a property developer, focusing on the purchase of attractive property areas that are sold together with individually planned solid-construction HELMA homes as units to private individual customers. The exclusive property areas owned by the company represent a decisive sales argument. Target construction areas comprise up to 250 building plots, and are located in major cities such as Berlin, Frankfurt, Hamburg, Hanover and Munich. We have established an extensive track
record over recent decades, particularly in major metropolitan areas such as Hanover and Berlin, boasting Germany's largest unofficial showhouse park with its construction area in Berlin-Karlshorst, where approximately 400 units have meanwhile been constructed. Along with detached and semi-detached houses, the product portfolio is expanded by terraced houses as well as owner-occupier apartments in multi-family houses constructed to tried and tested solid-construction high quality in select locations.
Finance and building insurance broking for owner-occupier homes – since 2010
Through Hausbau Finanz GmbH, we offer an additional service to customers and prospective homebuyers through our own in-house financial advisory and broking service for building loans that is independent of particular banks. Hausbau Finanz GmbH also arranges building insurance, and commands an extensive customer base in both areas.
Holiday property development business – since 2011
Through HELMA Ferienimmobilien GmbH, the HELMA Group operates in the property development business for holiday homes. The focus here is on the development, planning and sale of holiday homes and apartments that are to be created at locations with good infrastructure development, predominantly on Germany's North Sea and Baltic coasts, as well as other attractive German seaside locations. Most of these properties will be sold to private customers for their own use, or as a capital investment. With the additional inclusion of strong partners for the further management of properties in the areas of rental, administration and caretaking service, we offer our customers an attractive all-inclusive package that comprises an important unique selling point.
Property development business in the residential properties for investment area - since 2013
Through HELMA Wohnungsbau GmbH, the HELMA Group since 2013 no longer operates just in the owneroccupier homes, but also develops and realises residential and partially residential construction projects intended for sale to institutional investors. As part of developing these building projects, we select suitable plots of land in the light of the needs of potential investors and their tenants using extensive market surveys, whereby all conurbation areas of more than 100,000 inhabitants generally comprising potentially interesting markets for us. The projects are then pre-planned with the help of external architects, whereby the respective building law regulations are also examined. We then prepare an offer with detailed information about expected returns, and about the potential target group (tenants), including a growth scenario. After planning the entire construction and obtaining building approvals, potential investors are contacted directly about a purchase of the entire residential real estate project. Following the sale, the construction of the building according to solid construction methods is then issued to a general contractor at a fixed price. Our own project developers and construction engineers are responsible for controlling construction progress, thereby ensuring compliance with quality standards.
HELMA Eigenheimbau AG -
HELMA Wohnungsbau GmbH core regions
HELMA Ferienimmobilien GmbH core regions
Competitive strengths
Competitive strengths in the owner-occupier housebuilding sector
Individuality: HELMA creates houses based on solid construction methods that offer sustained value. This includes highly traditional stonework or, on request, brickwork wall elements. Solid construction methods utilising vertical coring clay bricks cater for natural air conditioning regulation, as well as efficient heat and sound insulation. Our scope for individual designs and execution meets all customer requirements. Our house design proposals may represent the perfect home, or simply an inspiration for the implementation of customers' very specific plans. Customers do not incur additional costs for architects' services.
Central sampling world: At the HELMA Sampling Centre at the Group headquarters in Lehrte, we offer our customers an extensive selection of standard and special fittings from highly various trades over 350 m² of interior exhibition area and the 200 m²-large exhibition area in the neighbouring HELMA showhouse park. Here, products from numerous renowned manufacturers are exhibited, ranging from stairs to modern house doors, and from roof tiles through to break and plaster variants, as well as bathroom fittings. With individual advice given by trained specialist personnel at the centre, the sampling process can be conducted so that our customers have no need to make separate visits to materials traders, bathroom fitters, etc. It allows the sampling process for the entire house to be conducted quickly, without the need for extensive travel, and nevertheless entirely according to our clients' individual wishes.
Innovative strength: It is our aspiration and our claim to ensure that the buildings we construct enjoy stable valuations, especially as the result of our solid construction building approach and the utilisation of high-quality construction materials. For this reason, improved materials, optimised working equipment and more efficient construction technologies are carefully assessed and appraised before being deployed in building projects with a view to practicality, utility and benefit for our customers, and also creating added value and improved efficiency for them through the deployment of innovations. We draw on many years of experience in the area of solar energy-saving houses and efficient heating systems. Our focus is on the intensive harnessing of solar energy to provide heating. In addition to an attractive cost-benefit relationship for customers, our energy concepts are always developed according to sustainability principle. The aim of making an investment in a household and heating system that is as optimal, forward-looking and environmentally compatible as possible is of great significance in this context.
Security: As a stock market listed company, we are committed to the greatest degree of transparency. We are our customers' direct contractual partners, and we are directly responsible to them. The HELMA® BauSchutzBrief construction warranty and insurance product automatically forms part of our service scope, and provides extensive security for construction projects and clients. Besides essential construction insurance, this security package contains a contract performance guarantee, an independent technical inspection certificate (provided by the DEKRA inspection firm), a construction period guarantee, and final instalment processing by a notary trust account.
Competitive strengths in the holiday property market
Due to our extensive market knowledge and broad contact base, we are able to locate attractive plots of land to implement holiday property projects. Our target land plots also enable our customers to achieve stable and attractive rental returns with the holiday houses and apartments that we construct.
We offer the buyers of our holiday properties an all-inclusive package through reliable partners that we have worked together with for many years in this context. Firstly, these packages include the complete administration of the holiday property (care of outdoor areas, waste disposal, winter service). Secondly, our experienced rental partners take care of the entire rental management function (occupancy of the holiday home, handover of keys, cleaning). Together with partner firms, we have also put together appropriate furniture packages especially designed for holiday homes, allowing our customers to easily order the sets of furniture they desire, thereby receiving complete interior furnishings including accessories. Such arrangements also allow our customers to enjoy their new investments entirely stress-free following the purchase.
Competitive strengths in the residential properties for investment area
Our business model in the residential properties for investment area is based on a separation between ownership and use when acquiring and developing real estate. As a consequence, we combine sustainable investment demands with proven, growing user interests. Along with the classic aspects of location, quality and yield, investors receive from us well researched and documented target group information and marketing aids that can deliver long-term benefits. As a consequence, we have a well-developed and competitively optimised project development tool for the sustainable real estate development area.
Sales markets
Customers in the owner-occupier area
Most of our customers in the owner-occupier homebuilding area are individuals and families from middle and higher income brackets. Our customer base also includes customers in lower income brackets with access to state grants. Young families with parents in the 25-45 year age range form the largest customer group. Our customers share a common appreciation of the fact that we enable them to comprehensively implement their individual wishes.
Following our successful expansion, we address the whole of Germany as our sales market today. We place a special focus on construction areas on the edges of, and in major cities. We identify particularly attractive potential in conurbations in Germany surrounding major cities such as Berlin, Dusseldorf, Frankfurt, Hamburg, Hanover, Munich and Stuttgart. We have taken this ongoing trend towards metropolitan living into particular consideration when selecting our showhouse locations, and we are geographically represented where high new home building demand offers corresponding sales potential.
Customers in the holiday properties area
Most of our customers in the holiday properties area are private individuals with high incomes. Such individuals invest in holiday properties mainly as a capital investment, in other words, in order to achieve stable and attractive long-term returns. In addition, our holiday properties are also bought to be used exclusively by our customers as their own holiday home for extended vacations and/or regular weekend trips.
Customers in the residential properties for investment area
The group of target customers in the residential properties for investment area comprises long-term investors ranging from family offices through to residential property companies such as cooperatives and privately financed housing companies, and all the way through to large fund management, insurance and pension companies – depending on investment volume.
Sales strategy
Sales strategy in the owner-occupier homes area
Our showhouses are located nationwide across Germany, and are built based on the solid construction method. They serve both as points-of-sale and as offices for our regional project managers. These showhouses form the cornerstones of our sales concept. At various locations we work together on a commission basis with independent specialist advisors who operate exclusively for us in the building area, and who act as local contacts for potential customers. The financing consultants from Hausbau Finanz GmbH are also available to provide personalised building finance advice to our future home owners at our various sales locations.
We currently have more than 36 showhouses in our owner-occupier homes area, most of which are located in showhouse exhibitions, or close to conurbations at highly frequented transportation points. Our showhouse locations are generally long-term in nature in this context. Only our property development subsidiaries' showhouses, which we construct in the larger of our purchased land areas, are sold directly after the successful conclusion of the respective project. As a consequence, we are meanwhile represented with our locations across the entire area of Germany. On a market comparison, we enjoy one of the most up-to-date showhouse portfolios, and consequently a decisive competitive advantage.
HELMA Group showhouses
Showhouse HELMA Eigenheimbau AG Showhouse HELMA Wohnungsbau GmbH Showhouse HELMA Ferienimmobilien GmbH
Sales strategy in the holiday properties area
We sell our properties not only through our own holiday properties specialists, but also through selected real estate broking firms. In the case of some projects, showhouses and show apartments that are created for short-term use are sold after the projects have ended. We locate potential buyers for our holiday properties through advertisements, websites, and emails and newsletters to our constantly growing base of potential buyers and customers.
Sales strategy in the residential properties for investments area
The HELMA management team, which has the requisite contact network for this purpose, is largely responsible for speaking with institutional investors in the residential properties for investments area.
Economic environment
Macroeconomic trends
In 2014, the German economy once again proved stable overall on average. Price-adjusted gross domestic product (GDP) was up by 1.5 % compared with the previous year. GDP had registered much more moderate growth during the previous two years (0.1 % in 2013, and 0.4 % in 2012). The German economy held its own within a difficult global economic environment as a consequence, benefitting especially from strong domestic demand.
Consumption proved to be the most important growth motor of the German economy on the expenditure side of GDP. Private consumer spending was up by 1.1 % in price-adjusted terms, and government expenditure increased by 1.0 %. Investments also grew. The German state and German companies together invested 3.7 % more year-on-year in assets such as machinery, equipment and vehicles. Price-adjusted construction investments also reported strong growth of 3.4 %. Other investments (which since summer 2014 have also included research and development spend) were up by 1.2 % year-on-year. German exports also gathered momentum on a year-average basis in 2014, despite an external trade environment that remained difficult. Germany exported 3.7 % more goods and services than in 2013. Imports advanced just as fast, however (+ 3.3 %). The difference between exports and imports – net exports – made a comparatively low contribution of + 0.4 percentage points to GDP growth in 2014.
On the output side of GDP, almost all economic sectors contributed to the German economy's recovery. In particular, the construction industry registered strong economic output growth of 2.7 % in 2014 – assisted by extremely mild weather during the winter months, among other factors. Manufacturing industry, accounting for about quarter of entire gross value creation excluding the construction industry, also reported tangible growth of 1.1 %. Service sectors also performed largely positively. Price-adjusted value creation from all economic sectors recorded 1.4 % year-on-year growth.
At 42.7 million, the number of gainfully employed persons in 2014 reached its eighth annual consecutive record, equal to a total of 371,000 individuals, or 0.9 %, more than in the previous year.
Economic research institutes are assuming further expansion in 2015. For example, the Hamburg Institute of International Economics (HWWI) recently updated its economic growth forecast for Germany, and is now assuming 1.9 % GDP growth for 2015 due to stronger than anticipated growth in the final quarter of 2014, as well as special factors providing relief in 2015. The Kiel Institute for the World Economy (IfW) forecasts a similar increase of 1.7 %.
Residential building approvals and completions in Germany
The number of building approvals and completions of residential units in Germany has risen continuously over the past five years. The number of apartment building approvals in residential buildings to be newly constructed grew from 154,000 apartments in 2009 to 237,000 apartments in 2013. Growth in completed units in newly constructed residential buildings registered similarly dynamic growth, with completions increasing from 137,000 apartments in 2009 to 188,000 apartments in 2013. It should be noted in this context that significant growth in multi-family houses, in particular, was responsible for this growth in each case, while detached and semi-detached houses contributed impulses to only a limited extent.
For the 2014 year that has already elapsed, an increase of around 5 % is expected for the approvals depicted below, and a rise of more than 10 % for completions. The aforementioned applies correspondingly for the growth contributions from the areas of multi-family houses, as well as for detached and semi-detached houses.
Residential construction approvals and completions (newbuild) in Germany
New residential construction remains on an uptrend
New residential construction in Germany remains in an upturn. Building intensity in Germany now stands at 2.8 completed new dwellings per 1,000 inhabitants, with Germany thereby retaining its ranking in the European midfield. To speak of a boom still appears exaggerated, however, as construction activity remains much stronger in some directly neighbouring countries than in Germany. Building intensity in Belgium and Poland is around one third stronger than in Germany, for example, and in Austria even as much as 70 % higher. Almost twice as much is built in France, and even more is built in the European "almost frontrunner" of Switzerland. Only in the Netherlands is building occurring to the same extent as in Germany, and residential construction is a little weaker in the Czech Republic and Denmark. The fact that our neighbours have markets with comparable starting conditions to those in Germany makes it clear to LBS Research that three dwellings and more per thousand inhabitants is to be regarded as entirely "normal" in the centre of Europe, and that Germany holds further growth potential as a consequence.
New residential construction in Europe 2014 (forecast – completion figures per 1,000 inhabitants)
The existing growth potential is also clear when examining homeownership ratios in Europe, where Germany remains among the lowest rankings with a 46 % rate.
0 25 50 75 100 Spain 85 Italy 77 Norway 77 Poland 77 Portugal 76 Ireland 75 Czech Republic 75 United Kingdom 69 Belgium 67 Sweden 63 Finland 62 Netherlands 60 France 58 Denmark 51 Austria 57 Germany 46 Switzerland 35 Share in %
Homeownership ratio in Europe Homeownership ratio by German federal states
Source: Ifo/Euroconstruct/Statistisches Bundesamt
Favourable building finance conditions
The interest rates on home building finance facilities over the last year have stood at their lowest level for the last 30 years. Owner-occupier homebuilders and buyers of properties have benefited from extremely low-interest construction and property loans as a consequence. The following graph showing the trend in house construction loan interest rates (shown here by the DGZF Pfandbrief yield curve), demonstrates how low the current interestrate level is in historical terms. These mortgage bonds (Pfandbriefe) are used to refinance real estate loans, and consequently provide a good indicator for interest rate trends for construction financing. The effective interest rate that owner-occupier homebuilders pay for a newbuild financing with average overall personal financial circumstances lies around between 0.5 % and 1.0 % above the interest rates depicted in the graph, depending on where such construction financing is raised. Experts assume that the current phase of low interest rates will continue for some time, and do not currently see the ECB raising rates significantly.
Aggregated management report for HELMA Eigenheimbau AG and the Group Annual Report 2014
Homebuilding interest rate trends* 1995-2015
*This interest-rate trend is based on the DGZF-Pfandbrief yield curve – the yields on Pfandbrief mortgage bonds issued by Deka Bank and the Landesbanks. These mortgage bonds are used to refinance real estate loans, and consequently provide a good indicator for interest-rate trends for construction financing.
High demand for real estate as a form of investment
Demand for residential and holiday properties as a form of capital investment remained high in 2014. This was due to the continued extremely low interest rates on banking products, as well as uncertainty about the direction of the economy, which continues to steer attention toward real estate as a robust capital investment. It is assumed that high demand for real estate investments will continue in 2015, as is also shown by the investment barometer presented below.
Real estate as an investment
Irrespective of how you are currently saving – how attractive do you see the types of investment listed below?
A recent study produced by the Elsner Consultancy confirms in relation to holiday property investments that we operate in Germany's most popular regions with our current projects.
Holiday properties in Germany Holiday properties on the North and Baltic seas
Group order book position
Net new order intake was up €34.0 million year-on-year to €193.0 million (previous year: €159.0 million). This represents order intake growth of 21 %. All Group companies, each delivering double-digit percentage new order intake growth rates, contributed to this eight consecutive new order intake record at the HELMA Group. We are firmly convinced that we will continue this growth trend in the 2015 financial year due to the current market situation, and due to the successful preparation of projects at the HELMA Wohnungsbau GmbH and HELMA Ferienimmobilien GmbH subsidiaries, and we consequently expect further growth in net new order intake in the double-digit percentage range.
| in k€ | 2014 | Share | 2013 | Share |
|---|---|---|---|---|
| HELMA Eigenheimbau AG | 81,816 | 42.4% | 73,044 | 45.9% |
| HELMA Wohnungsbau GmbH | 88,475 | 45.8% | 75,145 | 47.3% |
| HELMA Ferienimmobilien GmbH | 22,714 | 11.8% | 9,514 | 6.0% |
| HELMA LUX S.A. | 0 | 0.0% | 1,276 | 0.8% |
| Total | 193,005 | 100.0% | 158,979 | 100.0% |
Group companies' contributions to consolidated new order intake
HELMA Eigenheimbau AG HELMA Wohnungsbau GmbH HELMA Ferienimmobilien GmbH HELMA LUX S.A. 2014 2013
The net order book position, which is composed of the net order book total held as of the balance sheet date, and consequently of orders that have not yet been finally settled, amounted to €177.1 million as of December 31, 2014, due to a successful year in terms of order intake. As a consequence, the net order book position as of the balance sheet date was €46.4 million, or 36 %, above the previous year's level of €130.7 million. This amount includes revenues of €52.2 million partially realised according to the percentage of completion method (December 31, 2013: €28.0 million). The orders on hand represent a solid starting position for achieving the revenue and earnings growth that is targeted for the current 2015 financial year (please see the forecast report).
HELMA Group new order intake and order book position
Group earnings
Revenue trends
The consolidated revenue of the HELMA Group grew by 24 % in the 2014 financial year to reach the planned record level of €170.5 million (previous year: €138.0 million). Final invoices were issued for 577 units in the year under review in this context (previous year: 535 units). Of the final invoices, 346 houses were attributable to HELMA Eigenheimbau AG, 140 units to HELMA Wohnungsbau GmbH, and 91 units to HELMA Ferienimmobilien GmbH. The two latter figures include the completion of one housing unit that was sold to a customer together with a plot of land, with each of these being included as only one unit.
The revenue share of HELMA Eigenheimbau AG amounted to €77.4 million in 2014 (previous year: €71.3 million), or 45 % of total consolidated revenue (previous year: 52 %). Revenue generated by HELMA Wohnungsbau GmbH increased from €59.5 million to €65.7 million in the year under review, which was realised particularly in the major metropolitan areas of Berlin, Hanover and Munich. The property development business's share of Group revenue consequently amounted to 39 % in the year under review (previous year: 43 %).
HELMA Ferienimmobilien GmbH registered the fastest revenue growth in 2014, contributing €26.7 million (previous year: €5.5 million) to consolidated revenue. This corresponds to a 16 % share of total consolidated revenue, compared with just 4 % in the previous year. The revenue of Hausbau Finanz GmbH amounted to €0.7 million in 2014 (previous year: €0.5 million), while HELMA LUX S.A., which was merged with HELMA Eigenheimbau AG during the reporting year, no longer generated any revenue.
| in k€ | 2014 | Share | 2013 | Share | 2012 | Share | 2011 | Share | 2010 | Share |
|---|---|---|---|---|---|---|---|---|---|---|
| HELMA Eigenheimbau AG | 77,352 | 45.4% | 71,306 | 51.7% | 68,835 | 60.4% | 74,343 | 71.8% | 58,757 | 78.8% |
| HELMA Wohnungsbau GmbH |
65,717 | 38.5% | 59,533 | 43.1% | 37,222 | 32.7% | 28,033 | 27.0% | 15,607 | 21.0% |
| HELMA Ferienimmobilien GmbH |
26,695 | 15.7% | 5,494 | 4.0% | 6,743 | 5.9% | 0 | 0.0% | 0 | 0.0% |
| Hausbau Finanz GmbH | 734 | 0.4% | 531 | 0.4% | 625 | 0.5% | 629 | 0.6% | 0 | 0.0% |
| HELMA LUX S.A. | 0 | 0.0% | 1,154 | 0.8% | 563 | 0.5% | 583 | 0.6% | 171 | 0.2% |
| Summe | 170,497 | 100.0% | 138,018 | 100.0% | 113,988 | 100.0% | 103,588 | 100.0% | 74,535 | 100.0% |
Contributions of Group companies to consolidated revenue (according to IFRS)
Earnings trends
On the basis of a €32.5 million (24 %) increase in revenue, consolidated EBIT outstripped this growth, improving by 38 % from €10.3 million to €14.2 million, thereby exceeding forecast EBIT by €1.7 million in the year under review.
Group revenue and group EBIT (according to IFRS)
In this context, a return was made to achieving economies of scale in the personnel area in 2014, although looking ahead to the significant revenue growth that we anticipate over the coming years, we continued to create the basis for a tangible expansion of our business volumes through numerous new hires during the financial year elapsed. The personnel expense ratio reduced from 9.8 % to 8.9 % accordingly (expressed as a percentage of revenue).
The adjusted other operating expense ratio, which is derived by dividing the net balance of other operating income and expenses by revenue, was unchanged at 6.6 % in 2014. Sales and marketing expenses comprise the largest items within other operating expenses, and these generally change in line with sales revenue.
We are assuming that the aforementioned cost ratios will register a slight downtrend over the coming years, allowing us to continue to benefit from economies of scale given our planned significant sales revenue growth rates.
Trends in cost ratios to revenue (according to IFRS)
The gross profit margin was held at a high level of more than 24 % in 2014. In order to assure optimal comparability, the underlying materials expense ratio was adjusted to reflect materials expenses that are not offset by revenue.
As in the past two years, the higher revenue share generated by the property development business exerted a positive effect on the average consolidated gross profit margin in the year under review. It should nevertheless be noted that gross profit margins have reported pleasing trends in all of the HELMA Group's business areas, with the greater centralisation of the awarding of contracts making an important contribution, among other factors. As a consequence, we succeeded in further boosting our EBIT margin from 7.5 % to 8.3 % in 2014.
Trends in profit margins (according to IFRS)
The net financial result stood at €-2.5 million in the year under review (previous year: €-2.0 million). With earnings before tax (EBT) of €11.7 million (previous year: €8.3 million), and net income after minority interests of €8.1 million (previous year €5.6 million), we again achieved record earnings in the 2014 financial year, and boosted our return on sales from 4.1 % to 4.8 %. Overall, we generated €2.43 of earnings per share (previous year: €1.85).
| Business progress at the HELMA Group (according to IFRS) | ||||
|---|---|---|---|---|
| -- | -- | -- | -- | ---------------------------------------------------------- |
| in k€ | 2014 | 2013 |
|---|---|---|
| Sales revenue | 170,497 | 138,018 |
| - of which revenue from long-term construction orders (PoC-method) | 24,252 | 7,409 |
| Changes in stocks of finished goods and work in progress | 15,841 | 42,126 |
| Total output | 186,338 | 180,144 |
| Other own work capitalised | 0 | 57 |
| Other operating income | 1,205 | 878 |
| Expense for materials and third-party services | -143,949 | -145,763 |
| Personnel expense | -15,177 | -13,522 |
| Other operating expenses | -12,446 | -10,001 |
| EBITDA | 15,971 | 11,793 |
| Depreciation/amortisation | -1,804 | -1,507 |
| EBIT | 14,167 | 10,286 |
| Net financial result | -2,477 | -2,015 |
| EBT | 11,690 | 8,271 |
| Income tax | -3,527 | -2,578 |
| Net income before minority interests | 8,163 | 5,693 |
| Minority interests' share of earnings | -31 | -87 |
| Net income after minority interests | 8,132 | 5,606 |
| Earnings per share | 2.43 | 1.85 |
Aggregated management report for HELMA Eigenheimbau AG and the Group Annual Report 2014
Group net assets and financial position
Assets
The total assets of the HELMA Group grew by €23.4 million to €160.0 million in the period under review. Noncurrent assets stood at an almost unchanged level of €18.4 million as of the balance sheet date. Current assets reported significant growth of €23.2 million to €141.6 million, by contrast. This increase results mainly from further additions of plots of land arising from property development projects, which fed through to a €17.6 million rise in inventories. Liquid assets stood at €6.9 million as of the balance sheet date, thereby almost unchanged year-on-year.
Group balance sheet structure: assets (according to IFRS)
Equity and liabilities
On the equity and liabilities side, equity was up from €28.0 million to €41.0 million as of the balance sheet date. This strengthening of equity results chiefly from the consolidated net profit of €8.1 million that was generated in the 2014 financial year, less the €1.8 million dividend for the 2013 financial year that was paid out in July 2014, plus the capital increase in March 2014 which generated €6.8 million of gross issue proceeds. This is reflected in a marked increase in the equity ratio to 25.6 % as of the balance sheet date (December 31, 2013: 20.5 %), well above the average sector level.
Non-current liabilities increased from €57.3 million to €76.9 million in the period under review, reflecting a 48.1 % share of total equity and liabilities (December 31, 2013: 42.0 %), which is particularly attributable to the increase in non-current financial liabilities from €53.3 million to €71.8 million through the topping up of the corporate bond by a nominal amount of €10.0 million in March 2014, as well as a greater scope of land financing provided by banks.
The remaining 26.3 % share of total equity and liabilities was attributable to current liabilities (December 31, 2013: 37.5 %), which amounted to €42.2 million as of the balance sheet date (December 31, 2013: €51.2 million). This was especially due to a decline in current financial liabilities from €21.6 million to €14.5 million, which are also chiefly characterised by land financing facilities.
Group balance sheet structure: equity and liabilities (according to IFRS)
The net financial liabilities of the HELMA Group increased from €68.0 million to €79.4 million as of December 31, 2014, particularly as a consequence of the aforementioned topping up of the corporate bond. Equity also rose from EUR 28.0 million to EUR 41.0 million over the same period. The HELMA Group continues to command a healthy capital structure with net finance debt comprising 49.6 % of total assets (December 31, 2013: 49.8 %), and a 25.6 % equity ratio (December 31, 2013: 20.5 %).
Changes in net debt and equity
| in k€ | 12/31/2014 | Relative to total assets |
12/31/2013 | Relative to total assets |
|---|---|---|---|---|
| Finance debt | 86,317 | 74,855 | ||
| Cash and cash equivalents | -6,916 | -6,821 | ||
| Net debt | 79,401 | 49.6 % | 68,034 | 49.8 % |
| Equity | 40,952 | 25.6 % | 28,033 | 20.5 % |
| Total assets | 160,041 | 100.0% | 136,600 | 100.0% |
Cash flow statement
In the year under review profitability within the HELMA Group once again registered a further significant improvement. This is also evident from cash flows, with cash earnings generated reporting a further marked increase from €9.1 million to €11.2 million. Cash flow from operating activities amounted to a total of €-14.3 million in 2014 (previous year: €-31.3 million) due to the €25.5 million (previous year: €40.3 million) working capital expansion that was necessitated as a result of the planned further sales growth in the property development business.
Cash flow from investing activities of €-2.1 million in 2014 stood approximately at the previous year's level, being characterised by capital expenditures on property, plant and equipment, and intangible assets, as described in the section on Group investments.
Cash flow from financing activities amounted to €16.4 million in the 2014 financial year (previous year: €38.6 million), and is primarily attributable to the capital measures that were described previously, consisting of the topping up of the bond and the capital increase.
The financial funds of the HELMA Group stood at €6.9 million as of the balance sheet date. The HELMA Group also has free credit lines in a low double-digit amount in millions of euros at its disposal. Consequently, the HELMA Group's financial position remains extremely solid.
Group cash flow statement (according to IFRS)
| in k€ | 2014 | 2013 |
|---|---|---|
| Cash flow from operating activities | -14,261 | -31,297 |
| - of which cash earnings | 11,210 | 9,145 |
| - of which change in working capital | -25,517 | -40,308 |
| - of which gain/loss on disposal of fixed assets | 46 | -134 |
| Cash flow from investing activities | -2,062 | -1,993 |
| Cash flow from financing activities | 16,418 | 38,571 |
| Cash and cash equivalents at the end of the period | 6,916 | 6,821 |
Group investments
We invested a total of €2.1 million in property, plant and equipment, and in intangible assets in 2014 (previous year: €2.1 million). Of this amount, €1.1 million of investments were attributable to the land and buildings area (previous year: €1.5 million), which was mainly used to extend the administration building and expand the sampling facility (both at the Group's headquarters in Lehrte).
Investments in intangible assets amounted to €0.2 million in the year under review (previous year: €0.2 million), which were predominantly attributable to software programs and licenses.
Investments in operating and office equipment totalled €0.8 million in 2014 (previous year: €0.4 million), and were focused primarily on the purchase of vehicles, IT equipment and furniture.
Investments in property, plant and equipment, and intangible assets
| in k€ | 2014 | 2013 |
|---|---|---|
| Land and buildings | 1,114 | 1,524 |
| Software | 164 | 180 |
| Office and operating equipment | 804 | 440 |
| Total | 2,083 | 2,144 |
In the 2015 financial year, we are planning to invest somewhat less in the area of property, plant and equipment, and intangible assets than in the previous year. This includes investments in our existing showhouses, the construction of a new showhouse in Chemnitz, the purchasing of IT equipment, the programming of software, and replacement investments in vehicles.
Corporate responsibility - Non-financial performance indicators
Innovation and sustainability characterise the HELMA Group strategy. As a growth-oriented company, we bear our share of responsibility for society and the environment. At the same time, we are aware that we can only further expand our market position and corporate success in the medium term if we work continuously on our products and services, and further develop them through innovations.
Attractive working environment
We greatly depend on our employees' commitment and inspiration to achieve the aforementioned objectives. As a consequence, our goal is to present ourselves sustainably as an attractive and responsible employer, to create the best possible working conditions for our staff and to consequently maintain our staff turnover rate at a low, single-digit percentage level, as in previous years.
Technical further training / teambuilding:
We offer our staff a highly varied range of training options. To this end, at annual meetings held between staff members and managers in the first quarter of each year, we gauge each individual's requirement for technical and specialist further training, collect these requests and requirements, and use these as the basis to prepare an extensive range of further training measures for the coming 12 months. These range from in-house group refresher seminars for computer programs in daily use through to specific further training, and the expansion of individual staff members' expertise at multi-day external training sessions. Teambuilding activities are also held at regular intervals in order to strengthen interaction within departmental teams, and to promote inter-divisional understanding and communication.
Social expertise:
The ability to work as part of a team, as well as verbal and non-verbal communication are some of the requirements that confront us daily. Handling conflicts – whether in a professional or personal context – constantly presents many of us with major challenges. Should we supress our feelings, or manage them, or express them in an unfiltered manner? How does successful interaction occur within groups, and in society at large? Together with external trainers, our staff can work on answers to these questions, and develop fresh ways of thinking. To this end, we offer regular social skills seminars that are held in small groups outside the working environment. In this way, each participant can discover new approaches and personal development paths.
Health management / corporate sports:
Healthy, motivated and fit employees form the basis of our daily work. For this reason, in addition to the working environment and further training options, we support our staff with healthcare opportunities. We promote preventative healthcare both in-house and externally through measures ranging from nutrition advice and seminars on progressive muscular relaxation that are specially tailored to the requirements and challenges of everyday working life, through to supporting regular sporting activities for employees, such as our running sports group and dragon boat team.
Social commitment
With our social and societal commitment, we support the development of children in various life stages and situations.
For instance, we regard some of our corporate events, such as the opening of new showhouses, project-related events or important company anniversaries not only as happy business events, but also as an opportunity to pass on and share such joys. The latter can occur through both financial and non-financial activities at regional level for specially selected projects such as integrative kindergartens, facilities that enable parents of severely ill children to live together with them during their treatment, or the creation of playrooms in hospitals.
Supporting children's and youth projects at the Group headquarters in Lehrte forms a constant focus of our social commitment. Here, HELMA participates in the refurbishment and renovation of school playgrounds with its construction activities, or in the creation of joint-use areas for primary schools and neighbouring kindergartens.
Sustainable energy concepts
As the result of our early focus on the area of energy-efficient construction methods, we have not only created a significant competitive advantage over the past ten years, but we also have made an important contribution to cutting resource consumption and CO2 emissions. With our solar house series, we are able to offer our customers attractive opportunities to significantly save on heating costs with the help of the sun, thereby making an active contribution to climate protection. Our customers also make tangible energy savings since all our houses in the owner occupier homes division are already constructed as standard as KfW 70 efficiency houses.
Solar innovation
Employees, sales partners and the company's boards
Development of staff and specialist consultants in the HELMA corporation
Compared with the end of the 2013 financial year, the number of staff employed by the company underwent a 10% increase from 211 to 233 as of December 31, 2014. Almost all corporate areas hired in this context, reflecting the significant growth in new order intake and good future business prospects.
The number of independent specialist advisors with which we cooperate in the sales area at the various locations on a commission basis remained more or less constant, both in the area of house consulting (81), as well as in the financing consulting area (26).
Number of employees and independent specialist advisors in the HELMA Group
Training
We regard the training of young and motivated people as an important component of our personnel policy. We aim to thereby meet the challenges of demographic shift, and partly cover our requirement for qualified and upand-coming young staff ourselves. We currently have five trainees within our company.
The company's boards
In 2014, the Management Board of HELMA Eigenheimbau AG was composed of company-founder Mr. Karl-Heinz Maerzke (Chairman/CEO) and Mr. Gerrit Janssen. Mr. Karl-Heinz Maerzke is appointed to the Management Board until March 31, 2020, and Mr. Gerrit Janssen until June 30, 2019.
As of December 31, 2014, the company's Supervisory Board was composed of Mr. Otto W. Holzkamp (Chairman), Sven Aßmann (Deputy Chairman) and Dr. Peter Plathe. The period of office of the Supervisory Board members ends with the conclusion of the Shareholders' General Meeting that passes a resolution concerning the discharge of Supervisory Board members for the 2018 financial year.
Net assets, financial position and results of operations of the parent company
The separate development of the parent company is presented below by way of supplementary information to the Group report. The separate annual financial statements of HELMA Eigenheimbau AG are prepared according to the regulations of the German Commercial Code (HGB), and the German Stock Corporation Act (AktG). Pursuant to § 315 Paragraph 3 of the German Commercial Code, the management report for HELMA Eigenheimbau AG is aggregated with that of the HELMA Group.
Net assets and financial position
The total assets of HELMA Eigenheimbau AG amounted to €96.5 million as of December 31, 2014 (December 31, 2013: €75.6 million). On the assets side of the balance sheet, this increase arises particularly from a marked rise in current assets from €55.8 million to €76.9 million, which chiefly reflects a €24.7 million increase in receivables due from associated companies. Non-current assets stood at an almost unchanged level of €18.6 million as of the balance sheet date.
Balance sheet structure: assets (according to HGB)
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Non-current assets | 18,555 | 18,820 |
| Current assets - of which cash and cash equivalents |
76,871 3,359 |
55,784 3,370 |
| Prepayments and accrued income | 1,087 | 1,022 |
| Total assets | 96,513 | 75,626 |
On the equity and liabilities side of the balance sheet, a year-on-year comparison as of the reporting date shows a considerable rise in equity from €23.8 million to €35.5 million, especially reflecting the €6.7 million of net income that was generated, as well as the capital increase that was implemented in March 2014. The equity ratio amounted to 36.7 % as of the balance sheet date, well above the average for the building services sector.
Liabilities stood at €50.7 million in total as of December 31, 2014, €8.8 million ahead of the previous year's level, which was especially due to the topping up of the bond by a nominal amount of €10.0 million in March 2014. Provisions of €10.2 million in 2014 were slightly above the previous year's level. HELMA Eigenheimbau AG commands liquidity of €3.4 million as of the end of 2014, as well as several million euros of free credit lines. HELMA's financial position remains extremely solid as a consequence.
Balance sheet structure: equity and liabilities (according to HGB)
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Equity | 35,459 | 23,790 |
| Provisions | 10,181 | 9,908 |
| Liabilities | 50,664 | 41,858 |
| Prepayments and accrued income | 164 | 0 |
| Deferred tax liabilities | 45 | 70 |
| Total equity and liabilities | 96,513 | 75,626 |
Profitability
The total output of HELMA Eigenheimbau AG increased by €5.9 million to €85.0 million in the year under review (previous year: €79.1 million).
Total output of HELMA Eigenheimbau AG (according to HGB)
| in k€ | 2014 | 2013 |
|---|---|---|
| Sales revenue | 78,092 | 77,583 |
| Change in stocks of finished goods and work in progress | 6,934 | 1,552 |
| Total output | 85,026 | 79,135 |
Gross profit advanced from €23.7 million to €27.2 million, reflecting a further reduction in the cost of materials ratio to 68.0 % (measured in terms of total output). It should be noted in this context that the revenue of HELMA Eigenheimbau AG also includes payments from the subsidiaries for business procurements, which are not offset by any notable cost of materials.
Earnings before interest and tax (EBIT) improved by €2.4 million to €6.5 million. The net financial result of €3.5 million was €0.9 million higher than in the previous year. In overall terms, HELMA Eigenheimbau AG generated growth in net income from €5.3 million to €6.7 million in the 2014 financial year. We anticipate that earnings will show further improvements over the subsequent years.
HELMA Eigenheimbau AG: key income statement figures (according to HGB)
| in k€ | 2014 | Share | 2013 | Share |
|---|---|---|---|---|
| Total output | 85,026 | 100.0% | 79,135 | 100.0% |
| Materials expense | -57,807 | -68.0% | -55,386 | -70.0% |
| Gross profit | 27,219 | 32.0% | 23,749 | 30.0% |
| Other own work capitalised | 0 | 0.0% | 57 | 0.1% |
| Other operating income | 992 | 1.2% | 704 | 0.9% |
| Personnel expense | -11,707 | -13.8% | -11,354 | -14.3% |
| Depreciation/amortisation | -1,730 | -2.0% | -1,595 | -2.0% |
| Other operating expenses | -8,270 | -9.7% | -7,474 | -9.5% |
| EBIT | 6,504 | 7.7% | 4,087 | 5.2% |
| Net financial result | 3,528 | 4.1% | 2,647 | 3.3% |
| EBT | 10,032 | 11.8% | 6,734 | 8.5% |
| Profit for the year | 6,655 | 7.8% | 5,259 | 6.6% |
Risk report
Risk management
We are naturally exposed to various risks in the course of our corporate activity. We only enter into risks that simultaneously offer the opportunity of appropriate value-enhancement, and where we can manage such risks within our organisation using recognised methods and measures. In order to control and manage these risks, as well as to provide transparent presentation of opportunities that arise, identified risks are monitored and assessed constantly as part of our risk management system.
This entails not only the constant monitoring of risk-relevant factors from the sales, contract management, technology, finances, project development, personnel, and legal areas, but also the assessment of the event probability relating to these risks, and any resultant losses. This provides the factors required for the Management Board – particularly as part of monthly reporting – to reach decisions that allow them to introduce prompt and appropriate measures. The Management Board is informed regularly about any potential excess beyond fixed risk limits.
Relevant risk factors
Macroeconomic risk
The economic situation Germany is gauged as positive overall, especially due to the low level of unemployment figures. The flight to physical assets, and the historically low interest-rate level, are also currently fostering greater demand for home-ownership and investments in residential and holiday properties. Despite the currently good general conditions, we are aware of the potential risk of a sudden and unexpected downturn in the economy, and we are intensively monitoring and analysing current market circumstances in order to be prepared to meet future trends as best as possible, and to rapidly implement measures necessitated by the relevant situation.
New technologies
We constantly analyse innovations in the house construction area resulting from technological progress, which we then integrate into our product portfolio following an assessment of their suitability. Close contact and the exchange of experience with the most varied types of manufacturers, associations and business partners, as well as visits to specialist trade fairs and conferences, promotes our company's innovative spirit in this respect. We have recently expanded our product portfolio to include promising innovations, particularly in the energy-efficient construction method area. In doing so, we endeavour to ensure that the opportunities connected with innovations significantly outweigh related risks, and that start-up costs bear a reasonable relationship to sales potential.
Materials cost risk
We also calculate expected changes in materials prices, and take them into account in our calculations as part of ongoing planning. We counter the risk of rising materials prices by fixing the sales prices of our houses and apartments on a forward basis. Unexpected leaps in materials prices that impact materials and/or services that we need to purchase could nevertheless exert a negative impact on income from individual building projects. We also mitigate the risk of rising raw materials prices with corresponding price adjustment clauses. These are coupled to the construction price index trend.
Investment risks
Following the successful conclusion of our expansion across Germany, we have cut back investments in new showhouses and locations to a modest level over recent years. We will nevertheless continue to proceed with the greatest possible care when considering the potential creation of individual locations or replacement investments, in order to minimise the risk of unprofitable investments as far as possible.
This also applies to the purchase of land areas to expand the property development business of HELMA Wohnungsbau GmbH and HELMA Ferienimmobilien GmbH. Here, we are investing only in those areas where we have the requisite regional know-how. Despite very careful examination during the acquisition phase of plots of land with regard to potential construction development and sales prospects, it cannot be fully excluded that delays occur to some projects due to unexpectedly long building approvals procedures, or that final sales take longer than planned, or occur at lower sales prices than planned. Such projects would be concluded with lower profit margins than expected, negatively impacting the HELMA Group's results of operations. In order to manage such risk as good as possible, we ensure that we have extensive and many decades of expertise in the property development and land business in the target regions, as well as in terms of selling the respective units.
In the case of detached houses in our project business, the only advance performance we engage in is to purchase the land, and we do not start with specific building projects until the customer has signed a corresponding notarised purchase agreement, and the customer's financing has been confirmed. By contrast, when building terraced and multi-family homes, as well as in the case of revitalisation projects in our project business, construction starts already after we have received predetermined pre-sales quotas, so that such projects entail a higher level of sales risk, despite intensive analysis of market potential.
Personnel risks
We monitor personnel risks with a high degree of attention, and counter such risks using numerous personnel development measures. The focus in this context is the qualification of our employees, a low staff turnover rate, and the long-term loyalisation of managers to the company. Our employees' expertise is a decisive element in the high quality of the services we offer. We provide our employees and specialist advisers with a broad range of introductory, qualification, and further training programmes in order to secure this quality. These programmes continued to attract very enthusiastic interest in 2014.
IT risks
We regularly invest in modern hardware and software infrastructure, and perform frequent data backups, in order to prevent unauthorised access or data loss, and to ensure the constant availability of our IT systems. We employ leading manufacturers' products in this context. We constantly adjust our applicable security guidelines to the latest technical developments.
Legal risks
There are no identifiable major legal risks from today's perspective.
Financial risks
We monitor financial risks, including liquidity, interest, and default risks, using tried and tested controlling and steering tools, which facilitate prompt and transparent reporting. The Group reporting system ensures the regular recording, analysis, measurement and steering of financial risks.
Liquidity risks are monitored and managed centrally within the Group, based on rolling liquidity planning. The Group's sourcing of liquidity is ensured through sufficient cash holdings and free credit lines. This excludes the occurrence of liquidity bottlenecks as good as possible.
Interest-rate risk within the HELMA Group results mainly from variable-rate liabilities. A rise in the interest-rate level would feed through to a worsening of the net financial result. A significant interest-rate risk that could significantly negatively affect the HELMA Group's results of operations is nevertheless not apparent given the current level of variable interest-rate liabilities. Interest rate derivatives are not deployed.
As a result of our business model, and our tried and tested form of cooperation with subcontractors and general contractors, the risk arising from receivables defaults, or non-transferable warranty claims, may continue to be regarded as relatively low compared to the level of our revenue.
No exchange rate risks exist as HELMA Group companies operate exclusively in Germany, and all annual financial statements are denominated in euros.
Overall assessment
The overall risk situation at the HELMA Group is analysed and managed as part of the risk management system presented above. In the financial year elapsed, we identified no specific risks that might jeopardise our company as a going-concern, either individually or taken together. An effect on business performance and earnings trends cannot be excluded in the event of unforeseeable and extraordinary risks. No risks are identified from today's position that might jeopardise the HELMA Group as a going-concern, either individually or in combination.
Related parties report
Pursuant to § 312 of the German Stock Corporation Act (AktG), the Management Board has prepared a related parties report, which contains the following concluding statement: "In the case of the legal transactions and measures listed in the related parties report, and according to the circumstances known to the Management Board at the time when legal transactions were performed, or measures were taken or not taken, HELMA Eigenheimbau Aktiengesellschaft received an appropriate consideration for each legal transaction, and has not been disadvantaged by the fact that measures were taken, or not taken."
Report on events subsequent to the reporting date
On March 20, 2015, a capital increase was approved from approved capital in a scope of up to 290,000 new shares under exclusion of subscription rights for existing shareholders. This capital increase was already successfully concluded on its first day. A total of 290,000 new shares were placed at a price of €34.00 per share among institutional investors in both Germany and the rest of Europe. The gross issue proceeds from the capital increase consequently amounted to €9.86 million. The company's share capital will amount to €3,700,000.00 once the capital increase has been entered in the commercial register.
The funds from the capital increase and the increase of the bond are to be utilised primarily for the further significant expansion of the project business within the conurbation areas of major German cities.
Besides this, no events of particular significance occurred after the balance sheet date.
Dividend
In its single-entity financial statements prepared according to the accounting principles of the German Commercial Code (HGB), HELMA Eigenheimbau AG reports unappropriated retained earnings of €6,655,409.62 for the 2014 financial year. As part of adopting the separate annual financial statements as part of the Supervisory Board meeting on March 30, 2015, the Management Board proposes to the Supervisory Board that it proposes to the Shareholders' General Meeting on July 3, 2015 that it distributes a dividend of €0.63 per dividendentitled ordinary share, consequently €2,331,000.00, and to transfer the remaining amount of €4,324,409.62 to the other revenue reserves. The total dividend amount and the amount to be transferred to the other revenue reserves in this proposed resolution relating to the application of unappropriated retained earnings is based on – after the entry in the commercial register of the capital increase of €290,000.00 that was implemented on March 20, 2015 – dividend-entitled share capital of €3,700,000.00, which is divided into 3,700,000 ordinary shares.
The annual financial statements of HELMA Eigenheimbau AG prepared according to the regulations of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG), as well as the aggregated management report, are published in the electronic Federal Gazette (Bundesanzeiger).
Medium-term growth strategy
On August 26, 2013, we presented our growth strategy for the 2013-2017 five-year period for the first time as part of publishing our half-year report. With the profitable growth that we achieved, and our purchase of suitable plots of land to expand our property development business, we already reached important milestones during 2013 and 2014, thereby enabling us to raise our revenue planning for the following three financial years.
The following section first reproduces this growth strategy with almost unchanged content, although it has been updated in some points to present examples of future projects, and includes actual 2014 data as figures to compare with the higher targeted revenues.
The HELMA Group's aim is to expand its own market position and gain additional market shares in all business areas through further organic growth. No acquisitions are planned in this context however.
Boosting recognition of the HELMA Brand
In the building services business (owner-occupier homes division), growth is to be achieved especially through constantly raising the degree of recognition of the HELMA Brand, and greater market penetration is to be attained by means of the company's now-completed expansion across the whole of Germany. The ongoing establishment of the HELMA brand is to be achieved in this context especially through high-quality market profiling – which has allowed HELMA customer and homeowner Sky du Mont to be recruited as an advertising partner for the next four years – as well as the annually growing number of new building projects realised. The aim is also to acquire a growing number of new customers through customer recommendations, thereby further strengthening the company's presence on the market.
Buying attractive plots of land for the property development business
In the property development business (owner-occupier homes division), the past years' significant sales growth is to be continued especially through expanded buying attractive plots of land in high-growth conurbation areas. Individually planned detached homes and/or solid construction semi-detached, terraced and multi-family houses are to be built on these plots of land in line with our tried and tested business model, thereby creating modern residential spaces for private individuals in the form of houses and owner-occupier apartments.
The major cities of Berlin, Hamburg, Hanover and Munich will be target regions in this context. Since the HELMA Group possesses a large number of good banking contacts of many years' standing, the opportunity generally exists to finance purchased land plots with a financing share of between 70 and 90 % with a banking partner. In the case of detached and semi-detached houses, such financing facilities are restricted to the purchase of the land plots as building activities in this case do not generally start until after the respective sale. When building terraced and multi-family houses, some proportional financing of the construction costs also occurs, as long as certain predetermined presale levels are achieved before building commences. We will continue to subject such projects to particularly intensive review in the future in order to ensure as best as possible that our capital is tied up in specific projects for as short a period as possible.
The following section presents example projects from each of the target regions, whereby we have intentionally selected projects of quite different dimensions in order to reflect the variety of our offering. As part of our growth strategy in the defined target regions, we aim to significantly boost revenue from these and similar projects over the coming years.
Berlin-Spandau:
- Plot of land with more than 200 building plots for individual detached houses
- Expected realisation period: 2016-2019
- Estimated total revenue potential: around €100.0 million
Hamburg-Othmarschen:
- Multi-family house with 4 owner-occupier apartments and a total of around 450 m² of living space
- Expected realisation period: 2014-2015
- Estimated total revenue potential: around €2.7 million
Hanover-Kirchrode:
- Multi-family house with 5 owner-occupier apartments and a total of around 450 m² of living space, as well as 5 terraced houses with a total of around 700 m² of living space
- Expected realisation period: 2015
- Estimated total revenue potential: around €3.6 million
Munich-Erding:
- 5 multi-family houses with a total of 110 owner-occupied apartments and a proxy 8,600 m² of living space
- Expected realisation period: 2016-2018
- Estimated total revenue potential: around €40.3 million
Constantly updated information about a large number of further current projects of HELMA Wohnungsbau GmbH can be downloaded from www.HELMA-Wohnungsbau.de.
Becoming a market-leading player in the holiday properties area
A further aim of the HELMA Group is to establish itself as one of the market-leading players in the holiday properties market. In this area, too, sustainable sales revenue growth is to be generated through increasing the number of projects realised every year, as well as the project scope realised. The market knowledge required to locate appropriate land plot areas to implement touristically attractive projects is regarded as one of the core competencies of HELMA Ferienimmobilien GmbH. Where they offer good infrastructure, the German North Sea and Baltic Sea coasts as well as German lake locations, in particular, comprise target regions. The remarks made above relating to land purchase financing for the property development business in the owner-occupier homes area relate correspondingly to financing in this area, too.
The following section presents two larger projects from the holiday properties area in Olpenitz and Zerpenschleuse. Together, these exhibit annual revenue potential that is sufficient alone to cater over the coming financial years for an increase in revenue to the level of around €50 million in 2017 that we forecast for the holiday properties area. Due to their size, both projects comprise a project realisation period that is uncommonly long for the HELMA Group. In the case of both projects, however, our budget planning shows that the attractive prices at which we acquired the plots of land justify the unusually long period over which our capital is tied up.
In the holiday properties area, we will also continue to endeavour in the future to implement smaller holiday home projects that each comprises 20-30 units, as with our successful reference projects in Breege and at Glowe on the island of Rügen.
Baltic Sea resort of Olpenitz (Schleswig-Holstein):
- Land plot area for around 1,100 units in holiday homes and apartments in one of Germany's most beautiful holiday regions between the mouth of the river Schlei and the Baltic Sea
- Expected realisation period: 2014-2022 in seven construction stages
- Estimated total revenue potential: more than €300.0 million
Zerpenschleuse village marina (near Berlin):
- Land plot area for 200 holiday homes in a picturesque harbour with a modern pier with 50 boat moorings
- Expected realisation period: 2015-2018
- Estimated total revenue potential: more than €25.0 million
Constantly updated information about further current projects of HELMA Ferienimmobilien GmbH can be downloaded from www.HELMA-Ferienimmobilien.de.
Aggregated management report for HELMA Eigenheimbau AG and the Group Annual Report 2014
Boosting the revenue share of the residential real estate projects area for investors
In the first quarter of 2013, the HELMA Group also started to develop and realise residential real estate projects for investors. The company is aiming to implement three to four projects per year in this area in the medium term. Projects are generally not begun in the form of construction start until the respective entire project has been sold to an investor. Since the target investors generally aim to achieve sustainably stable yields with their residential real estate capital investments, it is assumed that most of such investors prefer to pay for the projects in line with construction progress, and that pre-financing in this area is consequently also restricted to the portion comprising the plot of land. Due to its good banking contacts, the HELMA Group is nevertheless also able to finance entire projects together with a bank if the investor wishes to pay at the end of the project.
In 2013 and 2014, we already succeeded in selling a total of three projects with a total sales revenue volume of more than €35 million, which we regard as confirming us in our decision to integrate this business area into the HELMA Group.
We currently anticipate selling two to three further residential real estate projects to institutional investors in the 2015 financial year, before then starting to construct them.
Achieving economies of scale through boosting Group sales revenue in all areas
We are convinced that further growth in the Group's revenue will be also accompanied by further economies of scale in the form of a further improvement in our personnel expense ratio, thereby exerting a positive effect on our earnings margins.
From our perspective, the consistent implementation of the aforementioned growth strategy within the next three years (including 2015) will enable the Group to reach the €340 million revenue level (2014: €170.5 million). The preconditions for this are that (a) the market environment does not worsen significantly in the coming years, (b) we continue to be able to locate the requisite number of plots of land required to implement our growth strategy in our property development business, and (c) the risks referred to in the risk report do not occur in such a way as to tangibly negatively affect the HELMA Group's growth strategy.
Given the assumptions set out above, the aforementioned Group revenue volume of €340 million in the 2017 financial year could be realised as follows:
- Owner-occupier homes area: around €250 million (FY 2014: €131.1 million)
- Residential real estate for investors area: around €40 million (FY 2014: €12.0 million)
- Holiday properties area: around €50 million (FY 2014: €26.7 million)
Given a potential future change to the market environment, it can also not be excluded that the respective business areas' shares in total consolidated revenue will prove to be different to those presented above.
Forecast report
Based on the highest order book position in the company's history with which we started the 2015 financial year, as well as a large number of property development projects that are in specific realisation, we anticipate revenue to once again report further significant growth in the 2015 financial year of around €39.5 million to reach a level of €210.0 million. It is assumed that all HELMA Group companies will make tangible contributions to this forecast revenue growth in 2015.
In the light of our existing project pipeline, and given conservative assumptions relating to the speed with which we implement the specific projects underlying our planning, we will prospectively exceed the revenue level of €260.0 million in 2016 and of €340.0 million in 2017, subject to the conditions set out in the section on our medium-term growth strategy.
Group revenue 2010-2017e (according to IFRS)
An increase in consolidated EBIT from €14.2 million to around €17.5 million is anticipated during the current financial year on the basis of the aforementioned revenue planning. The EBIT margin based on revenue would thereby remain at an almost unchanged level of 8.3 % compared with the 2014 financial year. Despite the relatively mild winter, we are assuming on a project-related basis that we will also generate most revenue and earnings contributions in the second half of the year in 2015.
For 2016 and subsequent financial years, we assume an EBIT margin of 7.0-10.0 %, and consequently a further significant increase in consolidated EBIT, subject to the preconditions set out in the section on our mediumterm growth strategy. As a consequence, we are firmly convinced that we can successfully continue the HELMA Group's profitable growth over the coming years.
Group-EBIT 2010-2015e (according to IFRS)
Lehrte, March 24, 2015
Karl-Heinz Maerzke Gerrit Janssen Management Board Chairman Management Board member
HELMA Wohnungsbau GmbH: Bavaria - ecoQuartier Pfaffenhofen
| Consolidated balance sheet����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������84 | |
|---|---|
| Consolidated statement of total comprehensive income����������������������������������������������������������������������������������������������������������86 | |
| Consolidated cash flow statement���������������������������������������������������������������������������������������������������������������������������������������������������������������������������87 | |
| Consolidated statement of changes in equity�������������������������������������������������������������������������������������������������������������������������������������������88 | |
| Notes to the Consolidated Financial Statements���������������������������������������������������������������������������������������������������������������������������������89 |
Consolidated balance sheet
| ASSETS in k€ | Note | 12/31/2014 | 12/31/2013 |
|---|---|---|---|
| Non-current assets | |||
| Other intangible assets | (1) | 526 | 688 |
| Goodwill | (2) | 1,380 | 1,380 |
| Property, plant and equipment | (3) | 16,139 | 15,760 |
| Investment property | (4) | 287 | 292 |
| Other financial investments | 0 | 0 | |
| Other non-current assets | (5) | 1 | 19 |
| Deferred tax | (6) | 94 | 94 |
| Non-current assets, total | 18,427 | 18,233 | |
| Current assets | |||
| Inventories | (7) | 96,054 | 78,408 |
| Receivables arising from construction orders | (8) | 21,382 | 8,715 |
| Trade receivables | (9) | 13,829 | 20,255 |
| Tax receivables | 0 | 263 | |
| Other current receivables | (11) | 3,433 | 3,421 |
| Cash and cash equivalents | (12) | 6,916 | 6,821 |
| Non-current assets available for sale | (13) | 0 | 484 |
| Current assets, total | 141,614 | 118,367 | |
| Total assets | 160,041 | 136,600 | |
| EQUITY & LIABILITIES in k€ | Note | 12/31/2014 | 12/31/2013 |
|---|---|---|---|
| Equity | (14) | ||
| Issued share capital | 3,410 | 3,100 | |
| Capital reserves | 20,798 | 14,458 | |
| Revenue reserves | 7,143 | 160 | |
| Balance sheet profit | 9,480 | 10,138 | |
| Equity attributable to HELMA Eigenheimbau AG owners | 40,831 | 27,856 | |
| Minority interests | 121 | 177 | |
| Equity, total | 40,952 | 28,033 | |
| Non-current liabilities | |||
| Pension provisions and similar obligations | (15) | 13 | 14 |
| Other non-current provisions | (16) | 1,256 | 727 |
| Non-current financial liabilities | (17) | 71,796 | 53,260 |
| Trade payables | (18) | 1,791 | 1,778 |
| Deferred tax | (19) 2,054 |
1,551 | |
| Non-current liabilities, total | 76,910 | 57,330 | |
| Current liabilities | |||
| Other current provisions | (20) | 7,426 | 7,184 |
| Tax liabilities | (21) | 3,744 | 1,520 |
| Current financial liabilities | (22) | 14,521 | 21,595 |
| Trade payables | (23) | 4,949 | 5,523 |
| Other current liabilities | (24) | 11,539 | 15,415 |
| Current liabilities, total | 42,179 | 51,237 | |
| Total equity and liabilities | 160,041 | 136,600 | |
Consolidated statement of total comprehensive income
| in k€ | Note | 2014 | 2013 |
|---|---|---|---|
| Revenue | (25) | 170,497 | 138,018 |
| Change in stocks of finished goods and work in progress | (26) | 15,841 | 42,126 |
| Other own work capitalised | (27) | 0 | 57 |
| Other operating income | (28) | 1,205 | 878 |
| Expense for materials and third-party services | (29) | -143,949 | -145,763 |
| Personnel expense | (30) | -15,177 | -13,522 |
| Depreciation/amortisation | (31) | -1,804 | -1,507 |
| Other operating expenses | -12,446 | -10,001 | |
| Operating earnings (EBIT) | 14,167 | 10,286 | |
| Finance expenses | (33) | -2,500 | -2,085 |
| Other financial income | 23 | 70 | |
| Earnings before tax | 11,690 | 8,271 | |
| Income tax | (35) | -3,527 | -2,578 |
| Net income before minority interests | 8,163 | 5,693 | |
| Minority interests' share of earnings | -31 | -87 | |
| Net income after minority interests | 8,132 | 5,606 | |
The company has refrained from presenting a reconciliation between net income for the year and total comprehensive income pursuant to IAS 1.81 ff. since the net income for the year corresponds to the total comprehensive income.
| Earnings per share in € | 2014 | 2013 |
|---|---|---|
| undiluted | 2.43 | 1.85 |
| diluted | 2.43 | 1.85 |
Consolidated cash flow statement
| in k€ | 2014 | 2013 | ||
|---|---|---|---|---|
| 1. | Earnings after tax | 8,163 | 5,694 | |
| 2. | +/- | Depreciation/amortisation | 1,804 | 1,507 |
| 3. | +/- | Change in non-current provisions | 528 | 411 |
| 4. | +/- | Change in deferred tax | 503 | 1,161 |
| 5. | +/- | Other non-cash-effective transactions | 212 | 372 |
| 6. | = | Cash earnings (sum of 1 to 5) | 11,210 | 9,145 |
| 7. | -/+ | Change in inventories | -17,646 | -42,592 |
| 8. | -/+ | Change in receivables and other assets | -5,700 | -4,215 |
| 9. | +/- | Change in current provisions | 242 | 1,978 |
| 10. | +/- | Change in liabilities (excluding financial liabilities) | -2,413 | 4,521 |
| 11. | +/- | Change in working capital (sum of 7 to 10) | -25,517 | -40,308 |
| 12. | -/+ | Gain/loss on disposal of assets | 46 | -134 |
| 13. | = | Cash flow from operating activities (sum of 6, 11 and 12) | -14,261 | -31,297 |
| 14. | + | Payments received from disposal of property, plant and equipment | 21 | 151 |
| 15. | - | Cash outflow for investments in property, plant and equipment | -1,919 | -1,964 |
| 16. | - | Outgoing payments for investments in intangible assets | -164 | -180 |
| 17. | - | Disbursements for investments in financial assets | 0 | 0 |
| 18. | = | Cash flow from investing activities (sum of 14 to 17) | -2,062 | -1,993 |
| 19. | - | Cash outflows to other shareholders | -87 | -87 |
| 20. | - | Dividend | -1,807 | -1,085 |
| 21. | + | Payments received from capital increase | 6,650 | 3,147 |
| 22. | + | Cash inflows from issuance/redemption of bonds | 10,200 | 16,000 |
| 23. | +/- Drawing down/redemption of liabilities | 1,462 | 20,596 | |
| 24. | = | Cash flow from financing activities (sum of 19 to 23) | 16,418 | 38,571 |
| 25. | Net change in cash and cash equivalents (sum of 13, 18 and 24) | 95 | 5,281 | |
| 26. | Cash and cash equivalents at the start of the period | 6,821 | 1,540 | |
| 27. | Cash and cash equivalents at the end of the period | 6,916 | 6,821 |
Consolidated statement of changes in equity
| Issued share capital |
Capital reserves |
Revenue reserves |
Balance sheet profit |
Shares of owners of HELMA Eigenheim bau AG |
Shares of minority interests |
Equity Total |
|---|---|---|---|---|---|---|
| 2,860 | 11,550 | 160 | 5,617 | 20,187 | 177 | 20,364 |
| 240 | 2,908 | 0 | 0 | 3,148 | 0 | 3,148 |
| 0 | 0 | 0 | -1,085 | -1,085 | 0 | -1,085 |
| 0 | 0 | 0 | 0 | 0 | -87 | -87 |
| 0 | 0 | 0 | 5,606 | 5,606 | 87 | 5,693 |
| 3,100 | 14,458 | 160 | 10,138 | 27,856 | 177 | 28,033 |
| 310 | 6,340 | 0 | 0 | 6,650 | 0 | 6,650 |
| 0 | 0 | 0 | -1,807 | -1,807 | 0 | -1,807 |
| 0 | 0 | 6,983 | -6,983 | 0 | -87 | -87 |
| 0 | 0 | 0 | 8,132 | 8,132 | 31 | 8,163 |
| 3,410 | 20,798 | 7,143 | 9,480 | 40,831 | 121 | 40,952 |
| 1. General information���������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������89 | |
|---|---|
| 2. Key accounting methods����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������92 | |
| 3. Consolidation���������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������98 | |
| 4. Notes to the consolidated balance sheet����������������������������������������������������������������������������������������������������������������������������������������������99 | |
| 5. Notes to the consolidated statement of total comprehensive income�����������������������������������������������������112 | |
| 6. Notes to the consolidated statement of changes in equity��������������������������������������������������������������������������������������116 | |
| 7. Notes to the cash flow statement�����������������������������������������������������������������������������������������������������������������������������������������������������������������116 | |
| 8. Other notes to the financial statements �����������������������������������������������������������������������������������������������������������������������������������������������116 |
With a notary agreement dated November 11, 2013, a control and profit and loss transfer agreement was concluded between HELMA Ferienimmobilien GmbH and HELMA Eigenheimbau AG. The shareholder meeting of HELMA Ferienimmobilien GmbH unanimously approved this agreement on November 11, 2013. This agreement became effective for the 2014 financial year after it had been approved by the ordinary Shareholders' General Meeting of HELMA Eigenheimbau AG on July 4, 2014, and after it was entered in the commercial register on July 22, 2014.
In the 2014 financial year, HELMA LUX S.A., Luxembourg, transferred its assets in their entirety with all rights and obligations to HELMA AG as part of a cross-border merger by way of absorption pursuant to Section 122a et seq. of the German Company Transformation Act (UmwG) with effect as of January 1, 2014 (merger date). The takeover occurred at carrying amounts. The transfer also occurred without the granting of considerations, special rights or other particular benefits as HELMA AG was the sole shareholder of HELMA LUX S.A.
As the parent company of the HELMA Group, HELMA AG has been listed in the open market of the Frankfurt Securities Exchange (Entry Standard) since September 2006 (WKN A0EQ57; ISIN DE000A0EQ578).
The 2014 consolidated financial statements were prepared in euros (€). Unless stated otherwise, all amounts are presented in thousands of euros (k€). Please note that minor differences can occur in the formation of totals due to the commercial rounding of amounts and percentages.
The December 31, 2014 consolidated financial statements of HELMA AG were prepared according to the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB), London, valid as of the financial reporting date, and taking into account the interpretations of the Standing Interpretations Committee (SIC) and of the International Financial Reporting Interpretations Committee (IFRIC), and as applicable in the EU.
All companies included in the consolidated financial statements use the calendar year as their financial year.
The consolidated financial statements include the consolidated balance sheet, consolidated statement of total comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement, and notes to the consolidated financial statements including a consolidated statement of changes in fixed assets and segment reporting.
1.2. Standards and interpretations requiring application in the current financial year
New standards, amendments to existing standards, and new interpretations were approved in 2014.
These include:
a) Published standards and interpretations that require mandatory first-time application for the IFRS financial statements as of December 31, 2014:
Amendments to standards:
- Amendments to IAS 27 "Separate Financial Statements": Restriction of the regulations to separate financial statements (comes into force on January 1, 2014)
-
Amendments to IAS 28: "Investments in Associates and Joint Ventures": mandatory application of the equity method (comes into force on January 1, 2014)
-
Amendments to IAS 32 "Financial Instruments: Presentation": Offsetting Financial Assets and Financial Liabilities (comes into force on January 1, 2014)
- Amendments to IAS 36 "Impairment of Assets": Recoverable Amount Disclosures for Non-Financial Assets (comes into force on January 1, 2014)
- Amendments to IAS 39 "Financial Instruments: Classification and Measurement": Novation of Derivatives and Continuation of Hedge Accounting (comes into force on January 1, 2014)
- Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 11 "Joint Arrangements" and IFRS 12 "Disclosure of Interest in Other Entities": Transition Guidance (come into force on January 1, 2014)
- Amendments to IFRS 10 "Consolidated Financial Statements", IFRS 12 "Disclosure of Interests in Other Entities" and IAS 27 "Separate Financial Statements": Exemptions from mandatory consolidation for investment entities (comes into force on January 1, 2014)
New standards:
- IFRS 10 "Consolidated Financial Statements": (comes into force on January 1, 2014)
- IFRS 11 "Joint Arrangements": (comes into force on January 1, 2014)
- IFRS 12 "Disclosure of Interests in Other Entities": (comes into force on January 1, 2014)
- b) Published standards and interpretations that do not yet require mandatory first-time application for the IFRS financial statements as of December 31, 2014:
Amendments to standards:
- Amendments to IFRS 11 "Joint Arrangements": Acquisition of an Interest in a Joint Operation (comes into force on January 1, 2016)*
- Amendments to IAS 16 "Property, Plant and Equipment" and IAS 38 "Intangible Assets": Clarification of Acceptable Methods of Depreciation and Amortisation (comes into force on: January 1, 2016) *
- Amendments to IAS 16 "Property, Plant and Equipment" and IAS 41 "Agriculture": Bearer Plants (comes into force on January 1, 2016)*
- Amendments to IAS 19 "Employee Benefits: Defined Benefit Plans: Employee Contributions (comes into force on July 1, 2014)*
- Amendments to IAS 27 "Separate Financial Statements": Equity Method in Separate Financial Statements (comes into force on January 1, 2016)*
- Various amendments: IASB's 2010-2012 Annual Improvements Project (comes into force on July 1, 2014)*
- Various amendments: IASB's 2011-2013 Annual Improvements Project (comes into force on July 1, 2014)*
New standards:
- IFRS 9 "Financial Instruments" (comes into force on January 1, 2018) *
- IFRS 14 "Regulatory Deferral Accounts" (comes into force on January 1, 2016) *
- IFRS 15 "Revenue from Contracts with Customers" (comes into force on January 1, 2017)*
New interpretations:
IFRIC 21 "Levies": Accounting for levies imposed by governments (comes into force on June 17, 2014) *
* Not yet endorsed by EU.
The company has, and will, apply the new standards and interpretations once their application is mandatory within the EU. No significant effects have resulted for the balance sheet and income statement. IFRS 15, which has been published, but which does not yet require mandatory application for the December 31, 2014 financial statements, could generate effects in the future on how revenue is recognised. This is currently being investigated, and a conclusive appraisal is not yet possible. Amendments and extended disclosures arise for mandatory disclosures in the notes.
2. Key accounting methods
These consolidated financial statements have been prepared in compliance with IFRS, as applicable in the EU.
The preparation of consolidated financial statements according to IFRS requires the Management Board to make estimates and assumptions that have effects on the amounts reported in the consolidated balance sheet, as well as on the disclosure of contingent claims and liabilities as of the reporting date, and on the reported income and expenses during the reporting period. The assumptions and estimates reflect assumptions based on the relevant current status of knowledge. Actual outcomes may differ from these estimates and assumptions.
2.1. Assets
Intangible assets
Intangible assets (licenses and IT software, customer relationships) are recognised at cost less amortisation. Amortisation is performed on a straight-line basis over the economic useful life, which amounts to up to five years.
Expected useful lives and amortisation methods are reviewed at the end of the financial year.
The carrying amounts of intangible assets are reviewed at each reporting date in order to determine whether indications exist that impairment has occurred.
Development costs for newly developed building types for which technical and marketing feasibility studies are available are capitalised using their directly and indirectly attributable production costs to the extent that expenses can be clearly allocated, and the newly developed products are viable from both a technical and marketing perspective (IAS 38). It must also be sufficiently likely that such development activities will result in future cash inflows. Borrowing costs that are attributable to the production process are capitalised if they are significant. Amortisation is applied on the basis of the products' planned technical useful life. The useful life amounts to five years. Pursuant to IAS 38, research costs cannot be capitalised, and are consequently expensed directly in the consolidated statement of total comprehensive income.
Goodwill
Goodwill arising on a business combination is recognised at the time when control is transferred (acquisition date). It corresponds to the amount by which the purchase costs exceed the Group share in the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired company at the acquisition date.
For the impairment test, goodwill is distributed among all the Group's cash generating units where it is expected that they can generate benefits from the synergies resulting from the merger. Cash generating units to which a portion of goodwill is allocated are tested at least once annually for impairment. These tests are performed more regularly if indications exist that the value of a unit is impaired.
The impairment test is based on a calculation of the recoverable amount. This is derived from the higher of either fair value less costs to sell or value in use. If a cash generating unit's carrying amount exceeds its recoverable amount, IAS 36.104 f. requires the recognition of an impairment loss.
The carrying amount of the cash generating unit comprises its so-called net assets, which are composed of its operating assets, in other words, the assets required for operating activities, less disclosed hidden reserves (especially goodwill), and less liabilities arising from operating activities.
Whereas the calculation of fair value less costs to sell is based on procedures primarily referring to market prices, the calculation of value in use makes recourse to procedures based on capital values.
The concept of the weighted average cost of capital (post-tax WACC approach) is used for procedures based on capital values.
The following assumptions were made in this context:
- Equity costs are calculated on the basis of the capital asset pricing model, and amount to 8.35% (previous year: 9.90%). This interest rate was calculated on the basis of a risk-free rate of 1.75% (previous year: 2.75%), a risk premium of 6.0% (previous year: 6.5%) and a beta factor of 1.1 (previous year: 1.1).
- The value in use was calculated using the present value of cash flow during two growth phases. Detailed planning that has been approved by the Management Board was used as the basis for the financial years comprising Phase 1 (two years). A perpetual return is used as the basis for Phase 2. The growth assumed in this instance amounts to 1%.
Property, plant and equipment
Property, plant and equipment (with the exception of land) is reported at cost less cumulative depreciation and impairment losses. Besides directly attributable unit costs, cost in this respect also reflects appropriate portions of production-related overhead costs.
Depreciation is performed in such a way that the assets' costs less their residual values are depreciated on a scheduled basis over their useful lives. The expected useful lives, residual values and depreciation methods are reviewed annually, and all necessary modifications to estimates are taken into account prospectively.
Property, plant and equipment is depreciated on a straight-line basis over the following useful lives:
| Prospective useful lives | Years |
|---|---|
| Showhouses | up to 33 |
| Office buildings | up to 33 |
| Outdoor plant | 10 - 35 |
| Other plant, operating and office equipment | 1 to 15 |
Economic useful lives are determined taking into account prospective physical wear and tear, technical obsolescence, and legal and contractual restrictions.
A useful life of up to 33 years is assumed for showhouses situated on the company's own land. Where shorter, rental duration is used as the useful life for showhouses situated on third-party land.
Assets under construction are recognised at cost. Borrowing costs are capitalised if they are significant. Depreciation of these assets commences when they are completed, or when they reach an operationally ready condition.
Depreciation is not applied to land.
Leasing
Leases are classified as finance leases if all essential opportunities and risks connected with ownership are transferred to the lessee as a result of the lease agreement. All other leases are classified as operating leases.
Assets held as part of a finance lease are reported as Group assets at fair value at the start of the lease, or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is shown in the consolidated balance sheet as an obligation arising from a finance lease.
Assets held under finance leases are depreciated over their expected useful life in the same way as assets held as Group property or, if shorter, the duration of the underlying lease.
Lease payments are split into interest expenses and capital repayments of the lease obligation in such a way that the remaining liability is subject to a constant rate of interest. Interest expenses are reported directly in the consolidated statement of total comprehensive income.
Rental payments arising from operating leases are reported as expenditure on a straight-line basis over the duration of the lease unless another systematic basis better corresponds to the periodic progression of usage for the lessee. Conditional rental payments made as part of an operating lease are expensed in the period in which they arise.
Investment property
Investment property is recognised at amortised cost. A useful life of 50 years is used as the basis for the measurement of depreciation.
Inventories
Inventories are recognised at the lower of individual cost as per IAS 2.23, and net realisable value.
Cost essentially represents services invoiced by subcontractors. A premium is allocated to this cost to reflect overhead costs, which are composed of administration costs. Overhead cost premiums are based on actual overhead costs for the period.
Borrowing costs are capitalised if they are significant.
Impairment losses are recognised if the net realisable value of individual assets falls below their carrying amount.
Receivables arising from construction orders
If the result of a construction order can be gauged reliably, the order income and order costs connected with this construction order are reported according to the degree of completion of output as of the reporting date compared to the total order output.
Expected losses arising from construction contracts are expensed immediately in their entirety.
Financial assets and liabilities
Financial assets are composed primarily of receivables, and of cash and cash equivalents. The recognition and measurement of financial assets is performed according to IAS 39. According to this, financial assets are recognised in the consolidated balance sheet if the company enjoys a contractual right to receive cash or other financial assets from another party. Normal market purchases and sales of financial assets are generally entered in the balance sheet as of the settlement date. A financial asset is generally initially recognised at fair value plus transaction costs.
Subsequent measurement is performed according to the allocation of financial assets to the following categories:
- Financial assets measured at fair value through profit or loss: financial assets are measured at fair value through profit or loss if the financial asset is designated either as held for trading or as measured at fair value through profit or loss. Derivative financial instruments are also included in this category.
- Trade receivables, loans and receivables: measurement is generally at nominal amount less valuation adjustments for receivables default. Non-interest-bearing non-current receivables are discounted.
- Financial investments held to maturity: these comprise financial assets with fixed or determinable payments, and a fixed duration over which they are held. These are measured at amortised cost.
Available-for-sale financial assets: These comprise financial assets not allocated to one of the above-mentioned categories. These are measured at fair value. Changes to fair value are recognised as deferrals and accruals within equity, with no impact on income, and are not booked through the statement of total comprehensive income until they are sold or become impaired.
The company currently holds exclusively trade receivables, loans and receivables.
Financial assets are derecognised if the contractual rights to payments arising from financial assets expire, or the financial assets are transferred along with all key risks and opportunities.
Impairment of financial assets
Financial assets, with the exception of financial assets measured at fair value through profit or loss, are tested for indications of impairment on each reporting date. Financial assets are deemed to be impaired if, as a consequence of one or several events occurring following first-time recognition of the asset, there is an objective indication that the expected future cash flows from the financial asset have undergone a negative change.
For some categories of financial assets, for example, trade receivables, impairment tests are conducted on a portfolio basis for assets where no impairment is established on an individual basis.
Assets available for sale
Assets and groups of assets for sale are classified as available for sale if it is intended that their carrying amount will be realised predominantly by disposal rather than by further use. This precondition is not regarded as satisfied until the sale is highly likely, and the asset is available for immediate disposal. The relevant responsible governing bodies of the company must also have approved the disposal, and the intention must be that the sale will be performed within one year of its qualification as available for sale. Furthermore, an active search to find a purchaser must have already started.
Non-current assets available for sale are measured at the lower of their carrying amount and fair value less costs to sell.
Cash and cash equivalents
Cash and cash equivalents are recognised at nominal value.
Cash and cash equivalents used to collateralise bank borrowings, and which are not at the company's disposal, are not included in cash and cash equivalents, but are instead reported among other current or non-current assets.
2.2. Equity and liabilities
Equity capital procurement costs
Equity capital procurement costs are deducted from the capital reserves after taking into account any tax that they incur.
Financial liabilities
Financial liabilities are recognised in the consolidated balance sheet if the company is contractually obligated to transfer cash or other financial assets to another party. A primary liability is initially recognised at cost. Financial liabilities are measured at amortised cost in subsequent years.
Pension provisions
Pension provisions and similar obligations are measured applying the projected unit cost method for pension benefit commitments in line with IAS 19.
Other provisions
Other provisions are formed to an appropriate extent for all identifiable risks and uncertain obligations. The precondition for recognition is that utilisation is likely, and the extent of the obligation can be calculated reliably.
Provisions for warranty expenses are recognised at the time of completion of production or the time of sale according to the management's best estimation relating to the Group's satisfaction of the obligation.
Non-current provisions are mainly recognised at their discounted fulfilment amount as of the balance sheet date.
Share-based compensation
The Stock Appreciation Rights (SARs) issued to one Management Board member as part of a share-based compensation scheme are to be classified as cash-settled share-based compensation. Pursuant to IFRS 2, these SARs are measured on the basis of a finance-mathematical option pricing model on each reporting date and on the satisfaction date. The calculated value of the SARs that will be prospectively exercised are expensed as personnel expenses. Provisions are formed to the same level.
2.3. Consolidated statement of comprehensive income
The consolidated statement of comprehensive income is structured according to the nature of expense method.
Sales revenues and other operating income are realised when services are rendered or when claims arise. Interest income and expenses are reported in the periods to which they relate.
If the corresponding preconditions of IAS 11 have been satisfied, construction orders are reported using the percentage of completion method (PoC). This entails reporting costs incurred during the financial year, and revenue attributable to the financial year, through profit or loss according to the degree of completion of construction. The degree of completion of construction is calculated using the ratio of output achieved relative to total output.
2.4. Currency translation
Foreign-currency receivables, cash, and liabilities are measured according to the exchange rate prevailing on the reporting date.
2.5. Income tax
Taxes on income are reported and measured according to IAS 12. Apart from a few exceptions determined in the standard, deferred tax is formed for all temporary differences between IFRS and fiscal valuations (balance-sheetoriented approach). Deferred tax assets based on unutilised tax loss carryforwards are recognised to the extent permitted by IAS 12. The measurement of deferred tax is based on tax rates as currently applicable. Impairment losses are applied to deferred tax assets depending on the extent to which they can be realised in the future.
3. Consolidation
3.1. Principles of consolidation
The financial statements of the individual companies were prepared according to uniform accounting principles for the purposes of inclusion in the consolidated financial statements. All companies included in the consolidated financial statements use the same reporting date.
Shares in equity attributable to third parties not forming part of the Group are reported as "minority interests" within equity in the consolidated balance sheet. The carrying amount of minority interests is adjusted to reflect equity changes (distributions/capital contributions, and share of earnings) that are attributable to them. The shares of minority interests are attributable to non-controlling interests (non-controlling shareholders).
All Group-internal business transactions, balances and results of intra-group transactions are fully eliminated as part of consolidation.
3.2. Scope of consolidation
In the 2014 financial year, HELMA LUX S.A., Luxembourg, transferred its assets in their entirety with all rights and obligations to the parent company HELMA AG as part of a cross-border merger by way of absorption pursuant to Section 122a et seq. of the German Company Transformation Act (UmwG) with effect as of January 1, 2014 (merger date). The takeover occurred at carrying amounts. The transfer also occurred without the granting of considerations, special rights or other particular benefits as HELMA AG was the sole shareholder of HELMA LUX.
As a result of this, the scope consolidation reduced from the parent company HELMA AG, plus four fully consolidated associates in which the company holds majority interests, to three companies along with the parent company. During the year under review, the interests held in the remaining companies within the scope of consolidation were unchanged.
The following list of shareholdings shows the scope of consolidation:
| Name and head office of the company | Share of capital (indirectly and directly) |
|---|---|
| Subsidiaries of HELMA AG, Lehrte | |
| HELMA Wohnungsbau GmbH, Lehrte | 93.94% |
| Hausbau Finanz GmbH, Lehrte | 100.00% |
| HELMA Ferienimmobilien GmbH, Lehrte | 95.10% |
4. Notes to the consolidated balance sheet
Non-current assets
The consolidated statement of changes in fixed assets shows the changes in intangible assets, property, plant and equipment, and investment property.
Intangible assets
| (1) Other intangible assets | k€526 | |
|---|---|---|
| 12/31/2013 | k€688 |
This balance sheet item changed as follows:
| Recognised amount in k€ |
Additions in k€ |
Disposals in k€ |
Reclassifications in k€ |
Amortisation / write-downs in k€ |
Recognised amount in k€ |
|---|---|---|---|---|---|
| 01/01/2014 | 2014 | 2014 | 2014 | 2014 | 12/31/2014 |
| 688 | 164 | 0 | 0 | 326 | 526 |
Other intangible assets comprise licenses, IT software and customer bases within the building insurance area.
Costs connected with the development of the energy-independent house, costs for the development of a new sampling concept, costs for the development of operating process-related software, and costs for the company's website were also capitalised.
No indications existed of any impairment.
| (2) Goodwill | k€1,380 | |
|---|---|---|
| 12/31/2013 | k€1,380 |
The reported goodwill results from the acquisition of the interest in HELMA Wohnungsbau GmbH, and is consequently allocated to the "Property development business" segment. The IAS 36 impairment test performed as of the reporting date took into account IDW RS HFA 16, and resulted in a reconfirmation of the previous year's valuation.
| (3) Property, plant and equipment | k€16,139 | |
|---|---|---|
| 12/31/2013 | k€15,760 |
This balance sheet item changed as follows:
| Recognised amount in k€ |
Additions in k€ |
Disposals in k€ |
Reclassifications in k€ |
Depreciation / write-downs in k€ |
Recognised amount in k€ |
|---|---|---|---|---|---|
| 01/01/2014 | 2014 | 2014 | 2014 | 2014 | 12/31/2014 |
| 15,760 | 1,919 | 67 | 0 | 1,473 | 16,139 |
Property, plant and equipment is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Land rights and equivalent rights, and constructions including constructions on third-party land | 14,376 | 12,866 |
| Prepayments rendered and plant under construction | 0 | 1,191 |
| Other plant, operating and office equipment | 1,763 | 1,703 |
| Total | 16,139 | 15,760 |
No indications existed of any impairment.
Land is generally encumbered using mortgages. With the exception of certain debt-financed vehicles, the item "other plant, operating and office equipment" is essentially subject to no access restrictions due to assignment as security or pledging.
| (4) Investment property | k€287 | |
|---|---|---|
| 12/31/2013 | k€292 |
This balance sheet item changed as follows:
| Recognised amount in k€ |
Additions in k€ |
Disposals in k€ |
Reclassifications in k€ |
Depreciation / write-downs in k€ |
Recognised amount in k€ |
|---|---|---|---|---|---|
| 01/01/2014 | 2014 | 2014 | 2014 | 2014 | 12/31/2014 |
| 292 | 0 | 0 | 0 | 5 | 287 |
HELMA Wohnungsbau GmbH holds four residential units in Magdeburg for the purpose of generating rental income. Measurement is at amortised cost according to the purchase cost model. The investment property is depreciated on a straight-line basis over 50 years.
Impairments were not required. The estimated market value based on market surveys essentially corresponds to the carrying amount.
As of the reporting date, there were no restrictions relating to the disposability of the investment property.
Rental income amounted to k€27 in 2014 (previous year: k€27). Expenses directly attributable to the property amounted to k€11 (previous year: k€15).
| (5) Other non-current assets | k€1 | |
|---|---|---|
| 12/31/2013 | k€19 |
Exclusively long-term deposits were reported among other non-current assets.
| (6) Deferred tax | k€94 | |
|---|---|---|
| 12/31/2013 | k€94 |
A standard 29.65% tax rate was applied among the Group companies, as in the previous year. This tax rate is a combined income tax rate reflecting a corporation tax rate of 15% plus the Solidarity Surcharge of 5.5%, and a commercial tax rate of 13.825%.
Deferred tax assets are composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| HELMA AG | ||
| - relating to pension provisions | 0 | 0 |
| HELMA Wohnungsbau GmbH | ||
| - relating to capitalised interest payments | 58 | 42 |
| HELMA LUX S.A. | ||
| - relating to unutilised loss carryforwards | 0 | 25 |
| HELMA Ferienimmobilien GmbH | ||
| - relating to capitalised interest payments | 36 | 27 |
| Total | 94 | 94 |
Deferred tax assets and liabilities are offset against each other if the preconditions of IAS 12.74 have been satisfied.
Only the deferred tax assets formed the pension provision are non-current.
| Non-current assets, total | k€18,427 | |
|---|---|---|
| 12/31/2013 | k€18,233 |
Current assets
| (7) Inventories | k€96,054 | |
|---|---|---|
| 12/31/2013 | k€78,408 |
This balance sheet item is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Raw materials and supplies (advertising materials) | 53 | 53 |
| Semifinished services | 95,276 | 78,050 |
| Finished goods and products | 0 | 55 |
| Prepayments rendered for inventories | 725 | 250 |
| Total | 96,054 | 78,408 |
Obligations typical for the sector exist with respect to reported inventories. Interest expenses of k€1,330 (previous year: k€465) were capitalised in the year under review and reported among semifinished services.
| (8) Receivables arising from construction orders | k€21,382 | |
|---|---|---|
| 12/31/2013 | k€8,715 |
This balance sheet item is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Revenue realised on a proportional basis | 52,222 | 27,970 |
| Prepayments received relating to long-term construction order receivables | -30,840 | -19,255 |
| Total | 21,382 | 8,715 |
Receivables arising from construction orders contain receivables arising from the application of the percentage of completion method to long-term construction orders. They are calculated based on output achieved relative to total output.
The following earnings effects arise from the application of the PoC method:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Revenue realised on a proportional basis | 52,222 | 27,970 |
| Acquisition and production costs realised on a proportional basis | -45,447 | -22,971 |
| Result from application of the PoC method | 6,775 | 4,999 |
In the case of the tables above, the cumulative value of long-term construction orders existing as of the balance sheet date were reported under the current financial year. The change compared with the previous year's cumulative value is reflected in the current consolidated statement of total comprehensive income.
| (9) Trade receivables | k€13,829 | |
|---|---|---|
| 12/31/2013 | k€20,255 |
The reported trade receivables are allocated to the loans and receivables category, and are correspondingly measured at amortised cost.
No impairment losses existed as of the balance sheet date (previous year: k€9). No further significant credit risks exist.
Existing trade receivables should be regarded as retaining their full value due to house agreements for which there are financing confirmations provided by financing partners selected by customers. Some of the remaining open amounts are also covered by deposits on notary trust accounts. In both the year under review and in prior years, there were no notable receivables defaults that would have required valuation adjustments to trade receivables extending beyond those already applied.
| (10) Tax receivables | k€0 | |
|---|---|---|
| 12/31/2013 | k€263 |
This balance sheet item is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| HELMA AG | 0 | 129 |
| HELMA Wohnungsbau GmbH | 0 | 102 |
| Hausbau Finanz GmbH | 0 | 30 |
| HELMA Ferienimmobilien GmbH | 0 | 2 |
| Total | 0 | 263 |
No tax receivables existed as of the balance sheet date. The tax receivables as of the previous year's balance sheet date included payment claims arising from corporation tax plus the Solidarity Surcharge, and trade tax.
| (11) Other current receivables | k€3,433 | |
|---|---|---|
| 12/31/2013 | k€3,421 |
This balance sheet item is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Creditor accounts in debit | 546 | 546 |
| Commissions for commercial representatives | 1,500 | 1,668 |
| Prepayments and accrued income | 1,063 | 1,009 |
| Miscellaneous current receivables | 324 | 198 |
| Total | 3,433 | 3,421 |
| (12) Cash and cash equivalents | k€6,916 | |
|---|---|---|
| 12/31/2013 | k€6,821 |
This balance sheet item contains cash holdings and bank accounts in credit.
| (13) Non-current assets available for sale | k€0 | |
|---|---|---|
| 12/31/2013 | k€484 |
This balance sheet item comprised exclusively showhouses.
A showhouse that has been available for sale since 2012 was sold in the year under review.
| Current assets, total | k€141,614 | |
|---|---|---|
| 12/31/2013 | k€118,367 | |
| Total assets | k€160,041 | |
| 12/31/2013 | k€136,600 |
(14) Equity
The change in consolidated equity is presented in detail in the consolidated statement of changes in equity (page 88).
| Issued share capital | k€3,410 | |
|---|---|---|
| 12/31/2013 | k€3,100 |
Following the k€310 capital increase that was performed in March 2014, the issued share capital of HELMA AG amounted to k€3,410 and is split into 3,410,000 no par value ordinary shares. The shares are bearer shares. One share grants the right to one vote.
As a result of a resolution of the Shareholders' General Meeting of July 4, 2014, the Management Board is authorised, with Supervisory Board assent, to increase the share capital until July 3, 2019, once or on several occasions, by a total of up to k€1,705 (Approved Capital 2014). The approved capital authorisation that existed until that date was cancelled.
The Shareholders' General Meeting of July 4, 2014, passed a resolution for a conditional increase of issued capital up to an amount of k€1,705 (Conditional Capital 2014). The conditional capital serves to grant ordinary bearer shares to bearers or creditors of convertible and/or warrant debentures, profit participation rights and/or profitsharing bonds, which can be issued on the basis of the authorisation approved by the Shareholders' General Meeting of July 4, 2014. The conditional capital authorisation that existed until that date was cancelled.
| Capital reserves | k€20,798 | |
|---|---|---|
| 12/31/2013 | k€14,458 | |
| Revenue reserves | k€7,143 | |
| 12/31/2013 | k€160 | |
| Balance sheet profit | k€9,480 | |
| 12/31/2013 | k€10,138 | |
| Minority interests | k€121 | |
| 12/31/2013 | k€177 |
This balance sheet item changed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Status as of January 1 | 177 | 177 |
| Sum of distributions/capital contributions | -87 | -87 |
| Minority interests' share of earnings | 31 | 87 |
| Status as of December 31 | 121 | 177 |
| Equity, total | k€40,952 | |
| 12/31/2013 | k€28,033 |
Economic capital
The targets of the company's capital management lie
- in securing the company's continued existence,
- in ensuring an adequate return on equity, and
- in maintaining an optimal capital structure that keeps capital costs as low as possible.
The capital structure is monitored on the basis of its gearing. The company's strategy consists of entering into a level of gearing that is expedient from the perspective of the company's valuation, and which ensures continued access to debt financing at reasonable costs while retaining a good credit rating.
| 12/31/2014 | 12/31/2013 | |||
|---|---|---|---|---|
| in k€ | in relation to total assets |
in relation to total assets |
||
| Finance debt | 86,317 | 74,855 | ||
| Cash and cash equivalents | -6,916 | -6,821 | ||
| Net debt | 79,401 | 49.6% | 68,034 | 49.8% |
| Equity | 40,952 | 25.6% | 28,033 | 20.5% |
| Total assets | 160,041 | 100.0% | 136,600 | 100.0% |
Non-current liabilities
| (15) Pension provisions and similar obligations | k€13 | |
|---|---|---|
| 12/31/2013 | k€14 |
HELMA AG has issued pension commitments to a minor extent. These relate to pension commitments granting fixed benefit entitlements, and which require recognition as defined benefit plans pursuant to IAS 19. The pension provisions are measured as of the reporting date on an actuarial basis using the projected unit credit method and taking into account future changes. The calculations are essentially based on the following assumptions:
| in % | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Interest rate | 4.56 | 4.91 |
| Salary trend | 0.0 | 0.0 |
| Pension trend | 2.0 | 2.0 |
| Staff turnover rate | 0.0 | 0.0 |
These calculations do not reflect cost trends in the medical care area. No plan assets pursuant to IAS 19 exist.
Payments of k€2 were made from pension provisions in the year under review (previous year: k€2).
| (16) Other non-current provisions | k€1,256 | |
|---|---|---|
| 12/31/2013 | k€727 |
This balance sheet item changed as follows:
| in k€ | Status as of 01/01/2014 |
Utilisation 2014 |
Release 2014 | Addition 2014 | Status as of 12/31/2014 |
|---|---|---|---|---|---|
| Type of provision | |||||
| Storage costs for business documents | 23 | 0 | 0 | 0 | 23 |
| Guarantees | 325 | 223 | 0 | 291 | 393 |
| SAR | 379 | 0 | 0 | 461 | 840 |
| Total | 727 | 223 | 0 | 752 | 1,256 |
Share-based compensation
In the 2013 financial year, 50,000 Stock Appreciation Rights (SARs) were granted to one Management Board member. These SARs were valued at k€320 on the vesting date. One SAR grants the right within a predetermined period to receive a cash payment equivalent to the difference between the average price of one share of HELMA Eigenheimbau AG during the last 20 days before the exercise of the SAR and a predetermined exercise price of €10.25, less the cumulative dividend per share between July 1, 2014 and the respective exercise date of the SAR, as long as for the first time in two consecutive financial years a cumulative EBIT of at least €15.0 million, or for the first time in three consecutive financial years a cumulative EBIT of at least €20.0 million, is achieved (performance targets). The vested SARs can be exercised at the earliest from July 1, 2015 over a four-year period.
| (17) Non-current financial liabilities | k€71,796 | |
|---|---|---|
| 12/31/2013 | k€53,260 |
This balance sheet item changed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Liabilities to finance partners | ||
| Residual term between 1 and 5 years | 30,637 | 21,154 |
| Residual term > 5 years | 5,199 | 6,106 |
| 2013-2017 mini-bond | ||
| Residual term between 1 and 5 years | 1,000 | 1,000 |
| 2013-2018 bond | ||
| Residual term between 1 and 5 years | 35,000 | 25,000 |
| Total | 71,796 | 53,260 |
Non-current liabilities to finance partners relate particularly to the financing of land, showhouses, the administration building in Lehrte, the vehicle park and the investment property.
Of the liabilities to finance partners, an amount of k€45,942 (previous year: k€26,760) was secured by mortgages as of the reporting date.
Liabilities to finance partners carry interest rates of between 0.9% and 5.9%.
A bond with a nominal volume of k€1,000 was fully subscribed for as part of a private placing in the first half of 2013. The bond carries a term from April 1, 2013 until September 30, 2017. The nominal interest rate amounts to 5.4% with coupon payments occurring quarterly.
In September 2013, a bond with a nominal volume of k€25,000 was fully subscribed. In March 2014, this bond was topped up by an amount of k€10,000 at an issue price of 102 %. The bond carries a term from September 19, 2013 until September 19, 2018. The nominal interest rate amounts to 5.875 % with coupon payments occurring annually.
| (18) Trade payables | k€1,791 | |
|---|---|---|
| 12/31/2013 | k€1,778 |
Non-current trade payables represent collateral retentions.
| (19) Deferred tax | k€2,054 | |
|---|---|---|
| 12/31/2013 | k€1,551 |
Deferred tax liabilities are composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| HELMA AG | ||
| - relating to semifinished services | -4,014 | -1,864 |
| - relating to receivables arising from construction orders | 5,824 | 3,035 |
| - relating to costs for long-term orders | -1,398 | -980 |
| - relating to other assets | -196 | -100 |
| - relating to internally generated intangible assets | 45 | 69 |
| HELMA Wohnungsbau GmbH | ||
| - relating to semifinished services | -7,123 | -2,871 |
| - relating to receivables arising from construction orders | 9,660 | 5,243 |
| - relating to costs for long-term orders | -619 | -943 |
| - relating to other assets | -125 | -41 |
| HELMA LUX S.A. | ||
| - relating to semifinished services | 0 | -6 |
| - relating to receivables arising from construction orders | 0 | 15 |
| - relating to costs for long-term orders | 0 | -6 |
| - relating to other assets | 0 | 0 |
| Total | 2,054 | 1,551 |
Deferred tax assets and liabilities are offset against each other if the preconditions of IAS 12.74 have been satisfied. All deferred tax liabilities are of short-term (current) nature.
| Non-current liabilities, total | k€76,910 | |
|---|---|---|
| 12/31/2013 | k€57,330 | |
| Current liabilities |
| (20) Other current provisions | k€7,426 | |
|---|---|---|
| 12/31/2013 | k€7,184 |
This balance sheet item changed as follows:
| in k€ | Status as of 01/01/2014 |
Utilisation 2014 |
Release 2014 |
Addition 2014 |
Status as of 12/31/2014 |
|---|---|---|---|---|---|
| Type of provision | |||||
| Costs for long-term orders / PoC | 6,506 | 6,506 | 0 | 6,802 | 6,802 |
| Miscellaneous other provisions | 678 | 668 | 0 | 614 | 624 |
| Total | 7,184 | 7,174 | 0 | 7,416 | 7,426 |
The provisions for long-term construction order costs/PoC contain costs for subcontractors for which the company has not yet been fully invoiced according to the degree of completion.
| (21) Tax liabilities | k€3,744 | |
|---|---|---|
| 12/31/2013 | k€1,520 |
This item includes liabilities relating to trade tax, corporation tax and the Solidarity Surcharge.
| (22) Current financial liabilities | k€14,521 | |
|---|---|---|
| 12/31/2013 | k€21,595 |
This balance sheet item is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Liabilities to finance partners | 13,908 | 21,170 |
| Bond interest payments | 613 | 425 |
| Total | 14,521 | 21,595 |
| (23) Trade payables | k€4,949 | |
| 12/31/2013 | k€5,523 |
Trade payables are substantiated by balance ledgers as of the reporting date.
| (24) Other current liabilities | k€11,539 | |
|---|---|---|
| 12/31/2013 | k€15,415 |
This balance sheet item is composed as follows:
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Subcontractor invoices outstanding | 9,006 | 12,428 |
| Personnel | 929 | 700 |
| VAT | 994 | 1,763 |
| Wage and church taxes | 222 | 275 |
| Miscellaneous other liabilities | 388 | 249 |
| Total | 11,539 | 15,415 |
The liabilities to personnel result primarily from employee vacation and bonus claims that are still outstanding.
| Current liabilities, total | k€42,179 | |
|---|---|---|
| 12/31/2013 | k€51,237 | |
| Total equity and liabilities | k€160,041 | |
| 12/31/2013 | k€136,600 |
5. Notes to the consolidated statement of total comprehensive income
| (25) Revenue | k€170,497 | |
|---|---|---|
| 2013 | k€138,018 | |
| This item is composed as follows: | ||
| in k€ | 2014 | 2013 |
| Germany | 170,294 | 136,864 |
| Rest of Europe | 203 | 1,154 |
| Total | 170,497 | 138,018 |
| (26) Change in stocks of finished goods and work in progress | k€15,841 | |
| 2013 | k€42,126 | |
| (27) Other own work capitalised | k€0 | |
| 2013 | k€57 | |
| (28) Other operating income | k€1,205 | |
| 2013 | k€878 |
This item is composed as follows:
| in k€ | 2014 | 2013 |
|---|---|---|
| Income relating to the monetary benefit from the use of cars | 397 | 378 |
| Income from the disposal of fixed assets | 218 | 157 |
| Insurance compensation payments | 91 | 51 |
| Miscellaneous | 499 | 292 |
| Total | 1,205 | 878 |
| (29) Expense for materials and third-party services | k€ -143,949 | |
| 2013 | k€ -145,763 |
Third-party services represent services procured from subcontractors.
| (30) Personnel expense | k€ -15,177 | |
|---|---|---|
| 2013 | k€ -13,522 |
This item is composed as follows:
| in k€ | 2014 | 2013 |
|---|---|---|
| Wages and salaries | -12,992 | -11,634 |
| Social contributions (of which expenses for pensions and benefit k€-104, previous year: k€-85) |
-2,185 | -1,888 |
| Total | -15,177 | -13,522 |
| (31) Depreciation / amortisation / impairment charges | k€ -1,804 | |
| 2013 | k€ -1,507 |
This item is composed as follows:
| in k€ | 2014 | 2013 |
|---|---|---|
| Intangible assets | -326 | -292 |
| Buildings, rental plant and outdoor plant | -796 | -616 |
| Other plant, operating and office equipment | -677 | -593 |
| Investment property | -5 | -6 |
| Total | -1,804 | -1,507 |
| (32) Other operating expenses | k€ -12,446 | |
| 2013 | k€ -10,001 |
This item is composed as follows:
| in k€ | 2014 | 2013 |
|---|---|---|
| Sales commissions | -5,048 | -3,842 |
| Marketing costs, trade fairs and exhibitions | -1,582 | -1,339 |
| Expense for guarantees | -654 | -384 |
| Legal and consultancy expenses | -829 | -737 |
| Administration costs (telephone, post, office requirements) | -460 | -538 |
| Third-party services | -483 | -251 |
| Premises costs | -820 | -744 |
| Vehicle costs | -589 | -555 |
| Operating and repair expenses | -265 | -237 |
| Entertainment and travel costs | -340 | -272 |
| Office equipment rental costs | -127 | -128 |
| Insurance, fees, contributions | -81 | -75 |
| Losses on fixed asset disposals | -49 | -22 |
| Miscellaneous expenses | -1,119 | -877 |
| Total | -12,446 | -10,001 |
| Operating earnings (EBIT) | k€14,167 | |
| 2013 | k€10,286 | |
| (33) Financing expenses | k€ -2,500 | |
| 2013 | k€ -2,085 |
Financing expenses in connection with the bond amounted to k€-2,192 (previous year: k€-1,348).
Financing expenses were offset with the sum of capitalised interest expenses of k€1,330 (previous year: k€465).
| (34) Other financial income | k€23 | |
|---|---|---|
| 2013 | k€70 |
This item exclusively reflects interest income.
| Earnings before tax | k€11,690 | |
|---|---|---|
| 2013 | k€8,271 | |
| (35) Income tax | k€ -3,527 | |
| 2013 | k€ -2,578 |
This item is composed as follows:
| in k€ | 2014 | 2013 |
|---|---|---|
| Current income tax | -3,024 | -1,416 |
| Deferred tax of which due to the origination and reversal of temporary differences |
-503 -478 |
-1,162 -370 |
| Total | -3,527 | -2,578 |
The following presentation explains the key differences between the arithmetic tax expense arising from corporation tax plus the Solidarity Surcharge, and trade tax, for the years 2014 and 2013, and actual tax expenditure:
| in k€ | 2014 | 2013 |
|---|---|---|
| Earnings before tax | 11,690 | 8,271 |
| Group tax rate | 29.65% | 29.65% |
| Arithmetic income tax expense | 3,466 | 2,452 |
| Increase (decrease) in tax expenditure due to: | ||
| Non-deductible operating expenses | 77 | 88 |
| Impairment (reversal) of deferred tax assets formed for loss carryforwards | 25 | 55 |
| Other tax-free income | 0 | 0 |
| Miscellaneous | -41 | -17 |
| Income tax | 3,527 | 2,578 |
| Effective tax rate | 30.17% | 31.17% |
| Earnings after tax | k€8,163 | |
| 2013 | k€5,693 |
6. Notes to the consolidated statement of changes in equity
The consolidated statement of changes in equity is presented on page 88.
7. Notes to the cash flow statement
The consolidated cash flow statement (page 87) is presented using the indirect method.
For the purposes of the cash flow statement, cash and cash equivalents comprise cash holdings and bank accounts in credit.
A total of k€409 of income taxes were paid in the financial year under review (previous year: k€825).
A total of k€3,830 of interest was paid in the financial year under review (previous year: k€2,550).
A total of k€23 of interest was received in the financial year under review (previous year: k€70).
8. Other notes to the financial statements
8.1. Financial risks
The HELMA Group has established a centrally oriented risk management system to systematically report and measure risks arising from financial instruments (market risks (currency, interest-rate and other price risks), liquidity risks, and default risks). This is structured so that risks can be identified at an early stage, and countermeasures be launched. Reporting is conducted on a continuous basis.
Currency risks:
No currency risks exist because the HELMA Group operates only within the Eurozone. For this reason, currency risks have not been hedged with currency derivatives to date. No currency risks arise since HELMA AG has no subsidiaries whose annual financial statements are denominated in foreign currencies.
Interest-rate risks:
Interest-rate risk within the HELMA Group results from variable-rate liabilities. Interest rate derivatives are not deployed.
Pursuant to IFRS 7, interest-rate risks are presented using sensitivity analyses. These present the effects of changes in market interest rates on interest payments, interest income and expenses, other portions of earnings and, if applicable, equity. The sensitivity analyses are based on the following assumptions:
- Changes in market interest rates for primary financial instruments with fixed rates of interest only affect earnings if they are measured at fair value. Consequently, all financial instruments with fixed interest rates that are measured at amortised cost are subject to no interest-rate risks in the meaning of IFRS 7.
- Changes in market interest rates only have an impact on the interest result from primary financial instruments with variable rates of interest whose interest payments are not designated as hedged items as part of cash flow hedges against interest-rate changes, and are consequently taken into account in the earnings-related sensitivity calculations.
- Changes in the market interest rates of interest-rate derivatives that are not integrated into a hedging relationship have effects on the interest result, and are consequently reflected in the earnings-related sensitivity calculations.
An increase or decrease in the market interest rate level of 100 basis points in the year under review would have resulted in an approximately k€354 lower, respectively higher, interest result (previous year: approximately k€269 higher or lower respectively).
Other price risks:
HELMA AG is not exposed to other price risks such as stock market prices or indices.
Liquidity risk:
Liquidity planning is based on a rolling preview of all important monthly planning and earnings quantities. This liquidity planning is discussed in regular conversations with the finance partners that provide funding for the HELMA Group, and serves to secure financing requirements and credit commitments.
The notes concerning the "non-current financial liabilities" balance sheet item contain a term analysis of the financial liabilities with contractually agreed residual maturities.
Default risks:
The company's default risks are limited to normal business risk, which is reflected by the formation of valuation adjustments.
The carrying amounts of the financial assets recognised in the consolidated balance sheet essentially reflect maximum default risk. As of the reporting date, there were no key agreements mitigating maximum default risk (such as offset agreements).
None of the receivables in the receivables portfolio exhibit significant payment problems. No valuation adjustments were required as a consequence (previous year: k€ 9).
Concentration of business risks:
No concentration of business risks exists. The company has suffered only minor defaults on the part of its individual customers in the past. All Group companies operate active receivables management. Risk management includes the review and monitoring of risks on the basis of liquidity defaults, and the concentration of business risks on both the customer and supplier sides.
8.2. Notes relating to earnings per share
Undiluted (basic) earnings per share is calculated by dividing consolidated annual net income by the average number of shares in circulation during the financial year, totalling 3,348,000 shares (previous year: 3,030,959 shares), and consequently amounts to €2.43 per share (previous year: €1.85).
| in k€ | 2014 | 2013 |
|---|---|---|
| Earnings after tax | 8,163 | 5,693 |
| Minority interests' share of earnings | 31 | 87 |
| Earnings attributable to HELMA Eigenheimbau AG shareholders | 8,132 | 5,606 |
Diluted earnings per share correspond to undiluted (basic) earnings per share since the company has issued no options or equity-equivalent rights.
8.3. Segment reporting
The Group has established its operating segment on the basis of the internal management of Group areas where the company's main decision-makers regularly review these business segments' operating results when making decisions concerning the allocation of resources to the segments, and when evaluating their profitability.
The information reported to the Management Board of the HELMA Group for decision-making concerning the distribution of resources to the segments, and the assessment of their profitability, relate to the following main products and services:
- Building services business
- Property development business
- Other
The main area of operations of the building services business lies in the planning and construction management of turnkey detached and semi-detached houses on the basis of customer orders. In the property development business, constructions are realised and marketed on the company's own land. This segment also includes the property development business for sale to institutional investors. The Other segment comprises the broking business for building-related financing and insurance.
Information relevant for decision-making purposes is reported to the Management Board on IFRS basis.
No instances exist of revenue generated with an individual customer exceeding 10% of total revenue.
Revenue generated between segments exists exclusively in the Building Services business segment (k€10,096; previous year: k€8,615).
Please refer to the notes to the consolidated statement of comprehensive income, section (25) Revenue, for information relating to the regional distribution of revenue. The company does not hold significant assets outside Germany.
Segment report
| Building services business |
Property develop ment business |
Other | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| in k€ | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Segment revenue (with external customers) |
77,352 | 72,460 | 92,411 | 65,027 | 734 | 531 | 170,497 | 138,018 | |
| Depreciation and amortisation | 1,726 | 1,436 | 30 | 24 | 48 | 47 | 1,804 | 1,507 | |
| Segment operating earnings (EBIT) including earnings dependent portion of business procurement |
6,834 | 4,248 | 7,164 | 5,927 | 169 | 111 | 14,167 | 10,286 | |
| Segment assets * | 16,543 | 16,310 | 368 | 343 | 41 | 87 | 16,952 | 16,740 | |
| Additions to segment assets | 2,021 | 2,116 | 59 | 25 | 3 | 3 | 2,083 | 2,144 |
* Intangible assets (excluding goodwill), property, plant and equipment, investment property
8.4. Particular events following the reporting date
On March 20, 2015, a capital increase was approved from approved capital in a scope of up to 290,000 new shares under exclusion of subscription rights for existing shareholders. This capital increase was already successfully concluded on the same day. A total of 290,000 new shares were placed with institutional investors in both Germany and other European countries at a price of €34.00 per share. The gross issue proceeds from the capital increase consequently amounted to €9.86 million. The company's share capital will amount to €3,700,000.00 once the capital increase has been entered in the commercial register.
The funds from the capital increase are to be utilised primarily for the further significant expansion of the project business within the conurbation areas of major German cities.
Besides this, no events of particular significance occurred after the balance sheet date.
8.5. Approval of the financial statements
The Supervisory Board approved the audited consolidated financial statements as of December 31, 2013, on March 31, 2014. The Supervisory Board will approve the audited consolidated financial statements as of December 31, 2014 prospectively on March 30, 2015.
8.6. Other financial liabilities
Other financial obligations are composed as follows:
Rental and lease agreements
Rental agreements exist for developed and undeveloped land with a duration of up to 10 years.
Leases
Operating lease objects essentially relate to plant and office equipment.
The financial obligations arising from these agreements amount to the following in total:
| in k€ | Up to 1 year | 1 to 5 years | More than 5 years | Total (previous year) |
|---|---|---|---|---|
| Obligations from rental and leasing agreements | 309 | 589 | 126 | 1,024 (583) |
| Obligations arising from operating leases for plant and office equipment |
119 | 30 | 3 | 149 (141) |
| Total | 429 | 619 | 129 | 1,176 (724) |
Lease expenses of k€138 connected with operating leasing were expensed in 2014 (previous year: k€135).
Contingencies
No liability obligations exist to the benefit of third parties.
Commercial representatives
The company employs various commercial representatives. After their contracts expire, the company could be required to make compensation payments pursuant to Section 89b of the German Commercial Code (HGB).
8.7. Key business transactions with related parties
HELMA AG rented various undeveloped partial land areas in Lehrte from HINDENBURG Immobilien GmbH & Co. KG, Lehrte, in order to construct showhouses. These rented partial land areas have now been developed with showhouses and a reception building. Total rental expenses of k€63 were incurred in the 2014 financial year for the renting of property from HINDENBURG Immobilien GmbH & Co. KG, Lehrte.
Mr. Karl-Heinz Maerzke received compensation for his Management Board activities in 2014. Mr. Maerzke's wife is a salaried employee of HELMA AG, and also received compensation for this activity.
HELMA Wohnungsbau GmbH invoiced Mr. Karl-Heinz Maerzke for a gross amount of k€10 for a building project attributable to him that was conducted by HELMA AG.
Besides his compensation as Supervisory Board Chairman, Mr. Otto W. Holzkamp also received a payment of k€ 30 in 2014 for mediation services that he had provided. Besides his compensation for his work as a Supervisory Board member, Mr. Sven Aßmann also received k€ 2 of payments for legal and consultancy services that he had rendered.
All business transactions with related companies and individuals were performed on standard market terms.
8.8. Management and Supervisory boards
Management Board
In the 2014 financial year, the management of the company was performed by the Management Board which is composed of the following members:
- Mr. Karl-Heinz Maerzke, Hanover, Management Board Chairman
- Mr. Gerrit Janssen, Hanover, Management Board member
Mr. Karl-Heinz Maerzke is appointed to the Management Board until March 31, 2020, and Mr. Gerrit Janssen until June 30, 2019.
If only one Management Board member is appointed, this member represents the company on a sole basis. Where several Management Board members are appointed, the company is represented either by two Management Board members or by one Management Board member together with a company officer.
Both Management Board members are authorised on a sole representation basis to conclude legal transactions on the company's behalf as a third-party representative.
The Karl-Heinz Maerzke family holds 36.41% of the issued share capital of HELMA Eigenheimbau AG; HINDEN-BURG Immobilien GmbH & Co. KG, Lehrte, holds a further 17.19%, which is attributable to Mr. Karl-Heinz Maerzke.
Total remuneration for the Management Board
The total compensation for Management Board amounted to k€819 in the 2014 financial year (previous year: k€766).
Besides this, one Management Board member was granted 50,000 Stock Appreciation Rights (SARs) in the 2013 financial year (please see the notes contained in the section Other non-current provisions).
No receivables were due from the Management Board as of December 31, 2014.
There are no further payments that have been committed to Management Board members in the instance of the termination of their activities.
No payments were made to former Management Board members in the period under review.
Supervisory Board
- Otto W. Holzkamp (Chairman), Hanover, (profession: managing director),
- Dr. Eberhard Schwarz, Hanover (Deputy Chairman), (profession: graduate chemist), until July 4, 2014
- Mr. Sven Aßmann, Hoisdorf (Deputy Chairman), (profession: lawyer), from July 4, 2014
- Dr. Peter Plathe, Hanover, (profession: presiding judge in retirement).
The period of office of the Supervisory Board members ends with the conclusion of the Shareholders' General Meeting that passes a resolution concerning the discharge of Supervisory Board members for the 2018 financial year.
Total remuneration for the Supervisory Board
Total remuneration for the Supervisory Board was k€85 in the year under review (previous year: k€72).
No payments were made to former Supervisory Board members in the period under review.
8.9. Number of employees
The HELMA Group employed an average workforce of 223 staff (previous year: 201), of whom 219 were salaried employees, 4 were wage earners. In addition an average of 11 individuals were employed to a minor extent (previous year: 10).
8.10. List of shareholdings
| Name | Headquarters | Shareholding level |
Equity as of December 31, 2014 |
Share capital as of December 31, 2014 |
Net income for the year 2014 |
|---|---|---|---|---|---|
| HELMA Wohnungsbau GmbH | Lehrte | 93.94%* | €1,275,400.00 | €1,275,400.00 | €0.00 |
| Hausbau Finanz GmbH | Lehrte | 100.00% | €26,000.00 | €26,000.00 | €0.00 |
| HELMA Ferienimmobilien GmbH | Lehrte | 95.10% | €250,000.00 | €250,000.00 | €0.00 |
* Of which 4.01% held indirectly through Hausbau Finanz GmbH
8.11. Exemption pursuant to Section 264 (3) of the German Commercial Code (HGB)
The subsidiaries HELMA Wohnungsbau GmbH, HELMA Ferienimmobilien GmbH and Hausbau Finanz GmbH utilise the exemptions contained in Section 264 (3) of the German Commercial Code (HGB) for the 2014 fiscal year.
8.12. Auditor's fee
The auditor's total fee for the reporting year, including the companies included in the consolidated financial statements, amounted to k€ 99. Of this amount, k€ 67 is attributable to services for the auditing of financial statements, k€ 2 is attributable to certification services, k€ 22 is attributable to tax advisory services, and k€ 8 is attributable to other services.
Lehrte, March 24, 2015
Karl-Heinz Maerzke Gerrit Janssen Management Board Chairman Management Board member
Consolidated statement of changes in fixed assets 2014 (component of notes to the financial statements)
| Cost | |||||
|---|---|---|---|---|---|
| in k€ | 01/01/2014 | Additions | Disposals | Transfers | |
| I. Intangible assets | |||||
| 1. Concessions, industrial trade rights, customer relationships, and similar rights and assets, and licences to such rights and assets |
1,270 | 164 | 0 | 0 | |
| 2. Internally generated intangible assets | 391 | 0 | 0 | 0 | |
| 3. Goodwill | 4,038 | 0 | 0 | 0 | |
| Total intangible assets | 5,699 | 164 | 0 | 0 | |
| II. Property, plant, and equipment | |||||
| 1. Land rights and equivalent rights and buildings including buildings on third-party land |
16,523 | 696 | 0 | 1,610 | |
| 2. Other plant, operating and office equipment | 4,683 | 804 | 288 | 0 | |
| 3. Prepayments rendered and plant under construction | 1,191 | 419 | 0 | -1,610 | |
| Total property, plant, and equipment | 22,397 | 1,919 | 288 | 0 | |
| III. Investment property | |||||
| 1. Land | 73 | 0 | 0 | 0 | |
| 2. Buildings | 281 | 0 | 0 | 0 | |
| Total investment property | 354 | 0 | 0 | 0 | |
| IV. Other financial investments | |||||
| Shares in a cooperative society for long-term retention | 0 | 0 | 0 | 0 | |
| Total Other financial investments | 0 | 0 | 0 | 0 | |
| Total fixed assets | 28,450 | 2,083 | 288 | 0 | |
| Cumulative depreciation/ amortisation | Carrying amount | ||||||
|---|---|---|---|---|---|---|---|
| 12/31/2014 | 01/01/2014 | Depreciation/ amortisation financial year + other additions |
Disposals | Transfers | 12/31/2014 | 12/31/2014 | 12/31/2013 |
| 1,434 | 816 | 245 | 0 | 0 | 1,061 | 373 | 454 |
| 391 | 157 | 81 | 0 | 0 | 238 | 153 | 234 |
| 4,038 | 2,658 | 0 | 0 | 0 | 2,658 | 1,380 | 1,380 |
| 5,863 | 3,631 | 326 | 0 | 0 | 3,957 | 1,906 | 2,068 |
| 18,829 | 3,657 | 796 | 0 | 0 | 4,453 | 14,376 | 12,866 |
| 5,199 | 2,980 | 677 | 221 | 0 | 3,436 | 1,763 | 1,703 |
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,191 |
| 24,028 | 6,637 | 1,473 | 221 | 0 | 7,889 | 16,139 | 15,760 |
| 73 | 0 | 0 | 0 | 0 | 0 | 73 | 73 |
| 281 | 62 | 5 | 0 | 0 | 67 | 214 | 219 |
| 354 | 62 | 5 | 0 | 0 | 67 | 287 | 292 |
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| 30,245 | 10,330 | 1,804 | 221 | 0 | 11,913 | 18,332 | 18,120 |
Consolidated statement of changes in fixed assets 2013 (component of notes to the financial statements)
| Cost | |||||
|---|---|---|---|---|---|
| in k€ | 01/01/2013 | Additions | Disposals | Transfers | |
| I. Intangible assets | |||||
| 1. Concessions, industrial trade rights, customer relationships, and similar rights and assets, and licences to such rights and assets |
1,110 | 180 | 20 | 0 | |
| 2. Internally generated intangible assets | 400 | 0 | 9 | 0 | |
| 3. Goodwill | 4,038 | 0 | 0 | 0 | |
| Total intangible assets | 5,548 | 180 | 29 | 0 | |
| II. Property, plant, and equipment | |||||
| 1. Land rights and equivalent rights and buildings including buildings on third-party land |
16,346 | 252 | 156 | 81 | |
| 2. Other plant, operating and office equipment | 4,483 | 440 | 240 | 0 | |
| 3. Prepayments rendered and plant under construction | 0 | 1,272 | 0 | -81 | |
| Total property, plant, and equipment | 20,829 | 1,964 | 396 | 0 | |
| III. Investment property | |||||
| 1. Land | 73 | 0 | 0 | 0 | |
| 2. Buildings | 281 | 0 | 0 | 0 | |
| Total investment property | 354 | 0 | 0 | 0 | |
| Total fixed assets | 26,731 | 2,144 | 425 | 0 | |
| Cumulative depreciation/ amortisation | Carrying amount | ||||||
|---|---|---|---|---|---|---|---|
| 12/31/2013 | 01/01/2013 | Depreciation/ amortisation financial year + other additions |
Disposals | Transfers | 12/31/2013 | 12/31/2013 | 12/31/2012 |
| 1,270 | 623 | 213 | 20 | 0 | 816 | 454 | 487 |
| 391 | 87 | 79 | 9 | 0 | 157 | 234 | 313 |
| 4,038 | 2,658 | 0 | 0 | 0 | 2,658 | 1,380 | 1,380 |
| 5,699 | 3,368 | 292 | 29 | 0 | 3,631 | 2,068 | 2,180 |
| 16,523 | 3,237 | 616 | 196 | 0 | 3,657 | 12,866 | 13,109 |
| 4,683 | 2,570 | 593 | 183 | 0 | 2,980 | 1,703 | 1,913 |
| 1,191 | 0 | 0 | 0 | 0 | 0 | 1,191 | 0 |
| 22,397 | 5,807 | 1,209 | 379 | 0 | 6,637 | 15,760 | 15,022 |
| 73 | 0 | 0 | 0 | 0 | 0 | 73 | 73 |
| 281 | 56 | 6 | 0 | 0 | 62 | 219 | 225 |
| 354 | 56 | 6 | 0 | 0 | 62 | 292 | 298 |
| 28,450 | 9,231 | 1,507 | 408 | 0 | 10,330 | 18,120 | 17,500 |
Audit opinion
We have audited the consolidated financial statements prepared by HELMA Eigenheimbau Aktiengesellschaft, Lehrte, – consisting of the balance sheet, statement of total comprehensive income, statement of changes in equity, cash flow statement, and notes to the financial statements – and the Group management report, which was combined with the company's management report, for the financial year from January 1 to December 31, 2014. The company's legal representatives are responsible for the preparation of the consolidated financial statements and Group management report pursuant to IFRS, as applied in the EU, and the supplementary commercial law regulations pursuant to § 315 a Paragraph 1 of the German Commercial Code (HGB). Our responsibility is to express an opinion on the consolidated financial statements and Group management report on the basis of the audit that we have performed.
We conducted our audit of the consolidated financial statements in accordance with § 317 of the German Commercial Code (HGB) and German generally excepted standards for the audit of financial statements as promulgated by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer [IDW]). These standards require that we plan and perform the audit in such a way that misstatements and infringements materially affecting the presentation according to the applicable accounting principles of the net assets, financing position and results of operations in the consolidated financial statements, and in the Group management report, are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company, and expectations as to possible misstatements, are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal controlling system, and the evidence supporting the disclosures in the consolidated financial statements and Group management report, are examined primarily on a test basis within the framework of the audit. The audit includes assessing the separate annual financial statements of the companies included in the consolidated financial statements, the demarcation of the scope of consolidation, the accounting and consolidation principles applied, key estimates made by the legal representatives, as well as an assessment of the overall presentation of the consolidated financial statements and the Group management report. We believe that our audit provides a reasonable basis for our opinion.
Our audit has led to no reservations.
In our opinion, and on the basis of findings generated from the audit, the consolidated financial statements correspond to IFRS, as applied in the EU, and the supplementary commercial law regulations pursuant to § 315 a Paragraph 1 of the German Commercial Code (HGB), and they convey a true and fair view of the Group's net assets, financing position and results of operations in line with these regulations. The Group management report is consistent with the consolidated financial statements, as a whole provides an appropriate view of the Group's position, and suitably presents the opportunities and risks relating to future development.
Hanover, March 25, 2015
Ebner Stolz GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft - Steuerberatungsgesellschaft
Hans-Peter Möller Steffen Südmersen Auditor Auditor
Single Entity Financial Statements of HELMA Eigenheimbau AG according to HGB (Condensed)*
Income Statement
| in k€ | 2014 | 2013 |
|---|---|---|
| Sales revenue | 78,092 | 77,583 |
| Change in stocks of finished goods and work in progress | 6,934 | 1,552 |
| Other own work capitalised | 0 | 57 |
| Other operating income | 992 | 704 |
| Cost of materials | -57,807 | -55,386 |
| Personnel expense | -11,707 | -11,354 |
| Depreciation and amortization of property, plant, and equipment, and intangible assets | -1,730 | -1,595 |
| Other operating expenses | -8,270 | -7,474 |
| Operating result (EBIT) | 6,504 | 4,087 |
| Financial result | 3,528 | 2,647 |
| Result from ordinary activities (EBT) | 10,032 | 6,734 |
| Profit for the year | 6,655 | 5,259 |
| Balance sheet profit | 6,655 | 8,790 |
In its single-entity financial statements prepared according to the accounting principles of the German Commercial Code (HGB), HELMA Eigenheimbau AG reports unappropriated retained earnings of €6,655,409.62 for the 2014 financial year on net income of €6,655,409.62.
The Management and Supervisory boards will propose to the Shareholders' General Meeting to be held on July 3, 2015, that it approves the distribution of a dividend of €0.63 per dividend-entitled ordinary share, consequently €2,331,000.00, and that the remaining amount of €4,324,409.62 be carried forward to the other revenue reserves.
The total amount of dividends and the amount to be transferred to the other revenue reserves in the preceding resolution proposal for the application of unappropriated retained earnings is based on dividend-entitled share capital of €3,700,000.00, split into 3,700,000 ordinary shares.
* The complete annual financial statements of HELMA Eigenheimbau AG, Lehrte prepared according to the German Commercial Code (HGB), including the unqualified audit opinion, is available in German on the Internet at www.HELMA.de, as well as being published in the electronic Federal Gazette, and filed in the companies register.
Balance Sheet - Assets
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Non-current assets | 18,555 | 18,820 |
| of which: Intangible assets | 491 | 614 |
| of which: Property, plant, and equipment | 16,053 | 16,164 |
| of which: Financial investments | 2,011 | 2,042 |
| Current assets | 76,872 | 55,783 |
| of which: Inventories | 251 | 383 |
| of which: Receivables and other assets | 73,262 | 52,030 |
| of which: Cash and cash equivalents | 3,359 | 3,370 |
| Prepayments and accrued income | 1,086 | 1,023 |
| Total Assets | 96,513 | 75,626 |
Balance Sheet - Equity and Liabilities
| in k€ | 12/31/2014 | 12/31/2013 |
|---|---|---|
| Equity | 35,459 | 23,790 |
| Provisions | 10,181 | 9,908 |
| Liabilities | 50,664 | 41,858 |
| Prepayments and accrued income | 164 | 0 |
| Deferred tax liabilities | 45 | 70 |
| Total equity and liabilities | 96,513 | 75,626 |
We are HELMA
Editorial
Publisher
HELMA Eigenheimbau AG Zum Meersefeld 4 D-31275 Lehrte Registration: Local Court Hildesheim, HRB 201182
General concept and editor HELMA Eigenheimbau AG, Lehrte
Layout HELMA Eigenheimbau AG, Lehrte
Photographs HELMA Eigenheimbau AG, Lehrte
Printing
gutenberg beuys feindruckerei, Langenhagen
This annual report was printed on an environmentally compatible basis on FSC® certified paper and utilises biodegradable and compostable foils and lacquers.
Comment on forward-looking statements
The information published in this report relating to the future development of HELMA Eigenheimbau AG refers only to forecasts and estimates and thus not to given historic facts. This merely serves for information purposes and may contain words such as "intend", "aim", "expect", "plan", "forecast", "assume" or "appraise". These forward-looking statements rely on the information, facts and expectations available to us at present, and therefore only apply at the point in time of their publishing. Forward-looking statements are generally prone to uncertainties and risk factors difficult to estimate in their impact. The actual results and development of the company could therefore materially deviate from the forecasts. HELMA Eigenheimbau AG intends to monitor and update the published data at all times. Nevertheless, the company is not responsible for adapting the forward-looking statements to later events and developments. As a result, it is neither expressly nor actually liable for and does not assume any guarantee for the timeliness, accuracy and completeness of this data and information.
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Showhouse near Dresden Exhibition "UNGER-Park Dresden" Am Hügel 3A D-01458 Ottendorf-Okrilla Phone: +49 (0) 3 52 05 / 7 57 12
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Showhouse in Leipzig Am Sommerfeld 3 D-04319 Leipzig Phone: +49 (0) 341 / 52 03 20
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Showhouse near Leipzig Exhibition "UNGER-Park Leipzig" Döbichauer Straße 13 D-04435 Schkeuditz / OT Dölzig Phone: +49 (0) 3 42 05 / 4 23 60
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Sales Office near Leipzig Mittelstraße 19 D-06749 Bitterfeld Phone: +49 (0) 34 93 / 82 42 16
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Showhouse in Chemnitz Exhibition "UNGER-Park Chemnitz" Donauwörther Straße 5 D-09114 Chemnitz Phone: +49 (0) 371 / 26 73 80
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Sales Office in Berlin-Karlshorst Johanna-Hofer-Straße 1 D-10318 Berlin Phone: +49 (0) 30 / 4 75 94 31 00
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Sales Office in Berlin HELMA Ferienimmobilien GmbH Kurfürstendamm 42 D-10719 Berlin Phone: +49 (0) 30 / 88 72 08 90
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Sales Office in Berlin Knesebeckstraße 54 D-10719 Berlin Phone: +49 (0) 30 / 688 14 69 50
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Showhouse in Berlin-Rudow Silberdistelweg 16 D-12357 Berlin Phone: +49 (0) 30 / 66 76 57 80
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Showhouse in Berlin-Marzahn Boschpolerstraße 39 D-12683 Berlin Phone: +49 (0) 30 / 54 97 99 80
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Showhouse in Berlin-Pankow Nizzastraße 2 D-13127 Berlin Phone: +49 (0) 30 / 47 47 67 38
12. Showhouse near Berlin
Paul-Gerhardt-Straße 1 D-14513 Teltow Phone: +49 (0) 33 28 / 30 85 20
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Showhouse near Berlin Spandauer Straße 75 D-14612 Falkensee Phone: +49 (0) 33 22 / 50 57 50
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Sales Office in Hamburg Hans-Henny-Jahnn Weg 9 D-22085 Hamburg Phone: +49 (0) 40 / 2 71 50 03
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Showhouse in Bad Fallingbostel Bockhorner Weg 1 D-29683 Bad Fallingbostel Phone: +49 (0) 51 62 / 9 03 78 90
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Showhousepark in Lehrte Zum Meersefeld 6 D-31275 Lehrte Phone: +49 (0) 51 32 / 8 85 02 00
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Showhouse in Gießen Schöne Aussicht 8 D-35396 Gießen Phone: +49 (0) 641 / 5 59 29 92
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Showhouse near Magdeburg Amselweg 5 D-39326 Hohenwarsleben Phone: +49 (0) 3 92 04 / 6 00 78
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Showhouses near Dusseldorf Hanns-Martin-Schleyer-Straße 19 D-41564 Kaarst Phone: +49 (0) 21 31 / 40 21 70
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Showhouse in Euskirchen Felix-Wankel-Straße 8 D-53881 Euskirchen Phone: +49 (0) 22 51 / 12 40 88
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Showhouse near Trier Auf Bowert 7 D-54340 Bekond Phone: +49 (0) 65 02 / 93 84 40
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Showhouse near Koblenz
Showhousecentre Mülheim-Kärlich Musterhausstraße 152 D-56218 Mülheim-Kärlich Phone: +49 (0) 26 30 / 95 62 80
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Showhouse in Kamen Kamen Karree 6 E D-59174 Kamen Phone: +49 (0) 23 07 / 92 41 90
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Showhouse near Frankfurt Exhibition "Eigenheim & Garten" Ludwig-Erhard-Straße 37 D-61118 Bad Vilbel Phone: +49 (0) 61 01 / 30 41 70
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Showhouse in Mannheim Hans-Thoma-Straße 14 D-68163 Mannheim Phone: +49 (0) 621 / 41 07 33 80
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Showhouse near Stuttgart Exhibition "Eigenheim & Garten" Höhenstraße 21 D-70736 Fellbach Phone: +49 (0) 711 / 52 08 79 90
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Showhouse near Munich Exhibition "Eigenheim & Garten" Senator-Gerauer-Straße 25 D-85586 Poing/Grub Phone: +49 (0) 89 / 90 47 51 50
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Showhouse near Erlangen Industriestraße 37b D-91083 Baiersdorf Phone: +49 (0) 91 33 / 6 04 44 40
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Showhouse near Würzburg Otto-Hahn-Straße 7 D-97230 Estenfeld Phone: +49 (0) 93 05 / 98 82 80
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Showhouse in Zella-Mehlis Rennsteigstraße 2-6 D-98544 Zella-Mehlis Phone: +49 (0) 36 82 / 4 69 10
HELMA-locations
HELMA-locations Annual Report 2014
Investor Relations Contact
Dipl�-Kfm� Gerrit Janssen, CFA Management Board member, CFO Phone: +49 (0) 51 32 / 88 50 - 113 Fax: +49 (0) 51 32 / 88 50 - 111 E-mail: ir@HELMA�de
Financial Calendar 2015
| January 15, 2015 | 2014 Q1-Q4 Sales Figures |
|---|---|
| March 4, 2015 | Preliminary 2014 annual results |
| April 13, 2015 | Annual Report 2014 / 2015 Q1 Sales Figures |
| July 3, 2015 | Annual General Meeting, Lehrte |
| July 13, 2015 | 2015 Q1-Q2 Sales Figures |
| August 31, 2015 | 2015 Half-year Report |
| October 15, 2015 | 2015 Q1-Q3 Sales Figures |
| November 23 - 25, 2015 | German Equity Forum, Frankfurt / Main |
| December 8 - 9, 2015 | MKK Munich Capital Market Conference, Munich |
HELMA Eigenheimbau AG
Zum Meersefeld 4 D-31275 Lehrte
Phone: +49 (0) 51 32 / 88 50 - 0 Fax: +49 (0) 51 32 / 88 50 - 111 E-mail: info@HELMA�de