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LAIQON AG — Interim / Quarterly Report 2012
May 21, 2012
5417_10-q_2012-05-21_f93704d8-4a55-4b8c-ba3c-c5347089b5b7.pdf
Interim / Quarterly Report
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KEY PERFORMANCE INDICATORS AS OF MARCH 31, 2012 (IFRS)
| T1 | Q1–2012 | Q1–2011 |
|---|---|---|
| Sales | 3,646 | 2,743 |
| Recurring income | 2,640 | 2,415 |
| EBIT | 388 | -2,762 |
| Consolidated net profit/loss for the period | 225 | -2,240 |
| EBIT margin (%) | 10.6 | -100.7 |
| Return on sales (%) | 6.2 | -81.7 |
| Total assets | 41,366 | 48,937 |
| Equity | 19,291 | 5,889 |
| Equity ratio (%) | 46.6 | 12.0 |
| Earnings/Loss per share (1) | 0.01 | -0.18 |
| Average headcount | 75 | 117 |
| Personnel expenses | 2,162 | 2,404 |
| Personnel expense ratio (%) | 59.3 | 87.6 |
| Employees (as of March 31) | 74 | 115 |
FUND PERFORMANCE
| 1 mio. | Q1–2012 | Q1–2011 |
|---|---|---|
| Equity placements | 7.8 | 6.7 |
| of which in umbrella funds | – | – |
| of which in the form of restructuring capital | – | 4.7 |
| Cumulative equity placements under management | 1,860 | 1,818 |
| Cumulative investment volume under management | 4,716 | 4,304 |
| Cumulative equity placements | 2,004 | 1,963 |
| Cumulative investment volume | 5,097 | 4,685 |
| Assets held under trust, cumulative | 1,643 | 1,583 |
| Number of funds initiated, cumulative | 105 | 102 |
| Number of subscribers | 52,932 | 52,168 |
LETTER FROM THE MANAGEMENT BOARD
Dear readers,
2012 got off to a positive start following a challenging 2011 financial year. This is illustrated, for example, by the earnings figures for the first three months: based on total sales of € 3.7 million, we generated a consolidated operating result (EBIT) of € 0.4 million. The bottom line was a modest consolidated net profit of € 0.2 million for the period from January to March.
These figures also reveal the effects of our cost-cutting program, which will continue this year. The cutbacks in the cost of materials and personnel expenses are already bearing fruit: personnel and rental expenses fell by a total of more than 10% compared to Q1 2011. The recurring income derived from ongoing trusteeship business and management fees remained virtually the same as last year, at € 2.6 million. As in the full year 2011, in the first quarter of 2012 we again succeeded in covering personnel and rental expenses completely from recurring income.
Lloyd Fonds reached a milestone on January 10, 2012, with its payment of the final liability release compensation installment. This means our Company has successfully completed its restructuring program. Unlike many of its competitors, Lloyd Fonds has thereby freed itself from all its old debt. With our equity issue and the discharge of all contingent liabilities, we are safeguarding the Company's future and putting Lloyd Fonds AG on course for positive further development.
The successful equity issue, which generated gross proceeds of € 14.7 million, materially strengthened the Group's capital base. This substantial level of capital enables Lloyd Fonds to build on its pre-crisis performance and gives the Company the resources required to keep positioning Lloyd Fonds as a trustworthy and financially strong brand. Lloyd Fonds can now forge ahead with the Company's strategic further development and regain market share in 2012 with these sound financial foundations.
By focusing on two key segments – shipping and real estate – Lloyd Fonds is gearing its strategy towards the asset classes which have delivered the highest revenues in the closed-end investment fund market for decades. The tighter regulations soon to be introduced are one reason for concentrating on these segments, as they give asset management a major role. Lloyd Fonds AG has set itself the goal of actively shaping the forthcoming consolidation of the shipping industry and the closed-end fund market, especially in the area of trusteeship entities and fund management. It also wants to develop new financing concepts to safeguard existing shipping companies. By appointing Dr. Seeler to the Management Board, the Company is turning the real estate segment into a second mainstay for its business. The Company will primarily offer high-quality properties in Germany.
Based on the first-quarter earnings, we expect the Group to post a consolidated net profit for 2012. We should achieve our target of reversing impairment losses on investments in associates and record a positive operating result.
We would like to thank our employees for their outstanding work during this difficult period. Special thanks also go to our investors, shareholders, business associates, and sales partners for placing their trust in us. We look forward to continuing our successful partnership with you.
Yours sincerely,
Dr. Torsten Teichert Dr. Joachim Seeler
LLOYD FONDS STOCK
The leading US rating agencies last year downgraded a number of countries, primarily Greece, Ireland, and Portugal. In early January 2012, Standard & Poor's revised its credit ratings for nine euro zone countries downwards, including France and Austria, which lost their AAA ratings. Germany is the only European country awarded a triple-A rating by all three major rating agencies. Developments on the DAX were positive during the period under review: the index gained 14.3%, taking it to 6,947 points. Meanwhile, the SDAX rose by 16.6% to 5,221 points.
STOCK PRICE PERFORMANCE
performance of lloyd fonds stock
in%
performance of lloyd fonds stock and trading volume On the basis of calendar weeks 1–13 in 2012
As in the previous year, the Lloyd Fonds stock started 2012 with considerable price gains and above-average trading volumes. On February 9, the price climbed to € 1.57 – its high for the year to date. On the same day, the Lloyd Fonds stock saw its second highest daily trading volume for Q1 2012, with around 53,000 stocks changing hands. The average trading volume was 9,322 shares per trading day. However, the stock price dipped again as the quarter progressed and closed at € 1.10 on March 31, 2012. The share therefore appreciated by 10.1% since the beginning of the year.
CHANGES IN SHARE CAPITAL
At the extraordinary shareholder meeting on December 5, 2011, the shareholders passed a resolution approving the equity issue in exchange for cash contributions in conjunction with the granting of indirect pre-emptive subscription rights. The subscription period for the new stocks commenced on December 9, 2011, and expired on December 22, 2011. As a result, Lloyd Fonds AG's share capital increased from 12,725,367 to 27,469,927 issued shares. After being entered in the trade register on December 30, 2011, the new shares will be admitted to regulated trading in the Frankfurt stock exchange after clearance has been received for the issuing prospectus from the German Federal Financial Supervisory Authority (BaFin). The issuing prospectus is being prepared on the basis of the consolidated and annual financial statements for 2011, with the new shares expected to be admitted to trading at the end of May 2012.
SHAREHOLDER STRUCTURE
There was a substantial change in Lloyd Fonds AG's shareholder structure as a result of the issue of new shares at the end of 2011. Consequently, the Company now has the following shareholder structure: the new principal shareholder is ACP Fund V LCC, which holds 13.7 million shares (49.9%). The second largest shareholder is B & P-T Treuhandgesellschaft with 2.8 million shares (10.2%). Wehr Schiffahrts KG holds 3.3% of the voting rights, equivalent to 904 thousand shares. The relative stake held by Dr. Torsten Teichert, CEO, contracted to 3.2%. However, in absolute terms it rose by 200,000 shares to around 865,000 shares. Roughly 33.3% of Lloyd Fonds' shares are now free float.
| Lloyd Fonds stock parameters | |
|---|---|
| Ticker | WKN 617487, ISIN DE0006174873, ticker (Reuters) L10 |
| Market | Official trading in Frankfurt/Main |
| Market segment | Prime Standard index |
| Subscribed capital | 1 27.5 million |
| Designated sponsors | DZ BANK AG, Close Brothers Seydler Bank AG, Silvia Quandt & Cie. AG |
| Number of shares | |
| (March 30, 2012) | 27,469,927 |
| Market capitalization (March 30, 2012) |
1 30,216,920 |
| Price (March 30, 2012) | 1 1.10 |
INTERIM MANAGEMENT REPORT OF THE LLOYD FONDS GROUP FOR THE FIRST THREE MONTHS OF 2012
MACRO-ECONOMIC DEVELOPMENTS
According to the International Monetary Fund (IMF), the global economy is still growing, thanks in particular to the recovery in the industrialized nations and dynamic developments in the emerging and developing countries. The risk of a drastic global economic downturn has fallen significantly due to stronger economic activity in the USA in the second half of 2011 and a fitting political response to the worsening financial crisis in the euro zone. IMF economists believe that most industrialized nations should start to recover, especially given that many developing and emerging economies are developing soundly.
The IMF still sees a possible further escalation of the euro crisis as posing a threat to global growth, but Germany is expected to profit from steps to hinder this. The German economy showed clear signs of stabilizing at the beginning of 2012: for instance, exports of goods increased by 2.3% in January 2012 while imports were up 2.4%. In line with this, the sentiment indicators are positive; surveys of business owners, financial market analysts, and consumers indicate burgeoning confidence surrounding further economic developments in Germany. Buyer confidence has been improving continuously for months, signaling a further rise in private consumption and domestic demand. The positive labor market trend and falling unemployment are playing a crucial role in supporting economic development in Germany. With more strong growth seen in gainful employment this January, the labor market continues to have a stabilizing effect on the economy.
CLOSED-END FUND MARKET
The rating agency Scope reported a weak market for closed-end funds at the beginning of 2012. Equity placements amounted to just € 235 million, approximately, in January and February 2012. By comparison, funds with equity totaling an average of € 460 million were issued each month in 2011. Market operators were particularly cautious in February, when just five new funds were issued. In 2011, the monthly average was 18 funds.
Almost all the equity placements related to real estate and energy funds, with no new funds being issued in the ship, aircraft, and private equity segments. Fund arrangers are being particularly reticent when it comes to issuing ship funds due to the adverse current conditions. However, Scope expects issues to increase sharply again in the medium term.
Sales of real estate funds remained strong, accounting for two thirds of the equity placed in the first two months of 2012. Nevertheless, equity placements were down here too because property procurement and financing is becoming increasingly challenging due to the attractiveness of the German real estate market.
BUSINESS PERFORMANCE
In the first three months of the current financial year, sales at the Lloyd Fonds Group came in at € 3.6 million (Q1 2011: € 2.7 million). The operating result (EBIT) amounted to € 0.4 million (Q1 2011: € -2.8 million). The Group posted a consolidated net profit for the period of € 0.2 million (Q1 2011: loss of € 2.2 million).
Between January and March, Lloyd Fonds placed € 7.8 million across the full range of asset classes (Q1 2011: € 6.7 million). No restructuring capital was raised in the period under review (Q1 2011: € 4.7 million).
On January 9, 2012, Michael F. Seidel (Director of Finance, Sales and Marketing, Trusteeships, and IR) and the Supervisory Board came to an agreement that Mr. Seidel would leave the Company effective January 31, 2012. This decision was made in mutual agreement. Dr. Joachim Seeler was appointed to the Management Board of Lloyd Fonds AG effective February 1, 2012, and is responsible in this position for real estate activities, sales and marketing, trusteeship activities, PR, and IT. In connection with the changes to the Management Board, Dr. Torsten Teichert (CEO) has assumed responsibility for financial matters in addition to his existing duties as well.
In the reporting period, the rating agency Scope further enhanced its analysis system and particularly increased the weighting of market-related factors and the quality of the fund manager. As a result, the ratings awarded to Lloyd Fonds AG funds were upgraded. "Lloyd Fonds A380 Singapore Airlines" was upgraded from "A" to "AA-," "Best of Shipping III" from "BBB+" to "A," "Lloyd Fonds Energie Europa" from "A-" to "A," and "Holland Utrecht" from "A-" to "A." Moreover, Scope assigned Lloyd Fonds AG a management rating of "A+" testifying to its high quality. The two core segments – shipping and real estate – were also rated "A+."
Restructuring phase completed and all contingent liabilities discharged
On January 10, 2012, Lloyd Fonds AG paid to the banks the liability release compensation for which a reduction from € 13.65 million to € 10.0 million had previously been negotiated. By paying this fee, Lloyd Fonds AG has finally been released from all contingent liabilities in connection with the bank agreement in April 2010. By releasing itself from these obligations, Lloyd Fonds has successfully completed its restructuring and safeguarded the Company's going-concern status.
Shipping
In the shipping asset class, Lloyd Fonds will concentrate on developing new investment and placement models to refinance and restructure existing funds throughout the year. To achieve this, the Company has been exploring various options for combining the individual single-ship entities to form larger units. Its aim is to create a legal basis for combining several ships so as to achieve better financing terms thanks to cash pooling, cross holdings, and economies of scale in ship operations and management. In this way, the ships involved will have a better chance of surviving the crisis.
On February 10, 2012, the management of MS "Wehr Nienstedten" filed with the local court of Hamburg for insolvency of the ship entity for liquidity reasons. The availability of the necessary liquidity had been reduced to such an extent due to the protracted idleness of the ship that it was no longer possible for its solvency to be maintained.
At the beginning of March 2012, Lloyd Fonds AG decided to initially halt the placement of its "Best of Shipping III" secondarymarket fund. The decision was taken because the ramifications of the regulations possibly to be issued by the German Federal Financial Supervisory Authority (BaFin) as of June 1, 2012, are currently not foreseeable and BaFin holds the view that, upon the Act to Amend Investment Law taking effect, secondary-market funds may also be deemed to engage in asset management as defined in the German Banking Act.
Real estate
In the real estate asset class, Lloyd Fonds focuses on residential, office, and also commercial real estate. In selecting locations, the Company concentrates on market segments offering high growth potential in economically and politically stable countries. Top priority is given to the German market, but the US and Netherlands real estate markets are also subject to permanent observation. Lloyd Fonds is currently examining a number of real estate projects and is expected to develop properties in the course of the second quarter.
The "Holland Utrecht" real estate fund remained in the subscription phase with a planned investment volume of approximately € 30.3 million (including 5% front-end load). Equity (including 5% front-end load) stands at € 16.3 million. The fund has a planned duration of ten years.
At the beginning of March 2012, a letter of intent was entered into with a party potentially interested in buying the TVO portfolio of US condominiums. This is now to be followed by the due diligence exercise.
Investments and alternative assets
The "Investments and Alternative Assets" department established at the start of the new financial year develops and examines alternative fund and financing models, manages the Company's own investments, and has set itself the special task of stepping up the consolidation of the closed-end fund market.
KALP GmbH, in which Lloyd Fonds holds a 45.1% share, continued to successfully develop the first automatic lashing platform for loading and unloading container ships. At the end of 2011, negotiations were commenced with the Finnish Cargotec Group with a view to signing a global license contract. It was on account of these negotiations that a private placement offering which had originally been launched to finance KALP was halted. In February 2012, the license contract was duly signed. The Cargotec Group as the licensee has the industrial capacity and the international network required to prepare KALP GmbH's innovative solution for series production and to market it globally. The license agreement with the Cargotec Group clearly illustrates the quality of this investment.
In accordance with the terms of the applicable contracts, the two interim finance arrangements for "Lloyd Fonds A380 Singapore Airlines" were converted into long-term loans with a duration of 11.5 years at the beginning of January 2012 and are to be repaid using the equity collected. This means that the fund has secure bridge finance over a period of more than eleven years on generally favorable terms.
Energy
"Lloyd Fonds Energie Europa" remains in the placement phase. In line with the gradual collection of the placed equity, two of the project companies provided for in the selling prospectus were bought in 2011. As anticipated, all projects have now been completed and are feeding electricity into the applicable grid at the rates stated in the selling prospectus. The fund has been performing in line with forecasts in both operating terms and with respect to the investment budget, thus underscoring the solid calculations underlying the product. Neither the fund nor Lloyd Fonds AG will incur any financial obligations should individual project entities not be purchased.
RESULTS OF OPERATIONS
The notes on the Group's results of operations analyze the material developments in the period from January 1 to March 31, 2012.
The results of operations for the quarter under review compared with the comparison quarter were as follows:
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Sales | 3,646 | 2,743 |
| Cost of sales | -1,211 | -664 |
| Personnel expenses | -2,162 | -2,404 |
| Depreciation, amortization and impairments | -140 | -327 |
| Net other operating expense | -1,151 | -1,628 |
| Share of profit of associates | 1,406 | -482 |
| Net earnings/loss from ordinary activities (EBIT) |
388 | -2,762 |
| Net finance expense/income | -11 | 522 |
| Earnings/loss before taxes (EBT) | 377 | -2,240 |
| Income taxes | -152 | – |
| Consolidated net profit/ loss for the period |
225 | -2,240 |
The following changes arose in connection with sales:
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Placement of equity | 713 | 164 |
| Project organization | 123 | 96 |
| Arrangement of financing | 143 | 44 |
| Trusteeship | 1,905 | 1,834 |
| Management fees | 762 | 598 |
| Miscellaneous | – | 7 |
| Sales | 3,646 | 2,743 |
Compared with the year-ago period, sales increased by T€ 903 to T€ 3,646 in the first quarter of 2012. Income from equity placements rose by T€ 549 to T€ 713 due in particular to the higher placement figures of a total of € 7.8 million in the first quarter of 2012 (comparison period € 6.7 million). Equity placements in the first quarter of 2011 also include restructuring capital of € 4.7 million on which no income was earned.
The project structuring income of T€ 123 (comparison period T€ 96) in the quarter under review was primarily attributable to the "A380 Singapore Airlines" (T€ 63) and the "Energie Europa" (T€ 58) funds.
Income from the arrangement of financing was up on the first quarter of 2011, rising from T€ 44 to T€ 143 due to the trends in placement volumes for the "Holland Utrecht" fund in the period under review.
At T€ 1,905 in the quarter under review, income from trusteeship business was up slightly on the previous year (T€ 1,834). Recurring income from ongoing trusteeship fees came to T€ 1,878 (comparison period T€ 1,819). Establishment fees, which are recognized in accordance with the progress made in the placement of the fund, came to T€ 27 in the first quarter of 2012, up from T€ 15 in the comparison quarter.
At T€ 762 in the first quarter of 2012, management fees were also up on the previous year's figure of T€ 598. Management fees earned in the period under review comprise amounts totaling T€ 457 (comparison period T€ 307) received for the management of active funds as well as services to the open-end ship fund "LF Open Waters OP" of T€ 305 (comparison period T€ 291).
The cost of sales rose by T€ 547 over the year-ago quarter to T€ 1,211, reflecting in particular the increase in sales commission expense as a result of the aforementioned trends in equity placements.
Compared with the first quarter of the previous year, personnel costs declined by T€ 242, dropping from T€ 2,404 to T€ 2,162 chiefly due to the decline in the average head count from 117 to 75. On the other hand, expenditure on variable remuneration and settlement payments rose by T€ 381 over the previous year.
Depreciation, amortization and impairment losses dropped by T€ 327 over the comparison period to T€ 140 particularly as a result of reduced impairment expenses on the available-for-sale financial assets.
The decline in net other operating expense from T€ 1,628 to T€ 1,151 particularly reflects the cost cuts implemented. Legal and consulting costs in particular declined by 50.3% or T€ 256 over the comparison quarter.
The share of profit of associates came to T€ 1,406, reversing the previous year's negative figure of T€ 482. Earnings rose by T€ 1,487 to T€ 1,023 particularly as a result of the fair value remeasurement gains of T€ 1,280 on the investment in TVO Income Portfolio L.P. Foreign-currency translation exerted the opposite effect on the carrying amounts of the investments (down T€ 235). In addition, KALP GmbH contributed net profit of T€ 71 (comparison period net loss of T€ 242) and Feedback AG net profit of T€ 21 (comparison period net loss of T€ 124).
As a result, the Lloyd Fonds Group recorded earnings before interest and tax (EBIT) of T€ 388 for the first quarter of 2012 (comparison period loss at the EBIT level of T€ 2,762).
Net finance expense came to T€ 11 in a swing away from the net finance income of T€ 522 recorded in the year-ago quarter. This particularly includes interest expense on the remeasurement of the net asset value attributable to other limited partners (T€ -120, comparison period T€ -17). The opposite effect arose from currency translation gains of T€ 147 (comparison period T€ 647).
The tax refund claims of T€ 152 arising in the period under review (comparison period nil) chiefly result from assessment notices for prior years. Only minor tax expense arose in the period under review due to the income tax fiscal union established between Lloyd Fonds AG (dominant company) and Lloyd Treuhand GmbH (subordinate company).
Following on from the consolidated net loss of T€ 2,240 for the comparison period of the previous year, Lloyd Fonds recorded a consolidated net profit of T€ 225 in the first quarter of 2012.
NET ASSETS
The Group's net assets as of March 31, 2012 and December 31, 2011 are analyzed in the following table:
| March 31, 2012 | Dec. 31, 2011 | |
|---|---|---|
| 1,102 | 1,209 | |
| 23,920 | 22,464 | |
| 10,455 | 10,428 | |
| 5,889 | 16,947 | |
| 41,366 | 51,048 | |
| Equity and liabilities | March 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| T1 | ||
| Consolidated equity | 19,291 | 18,390 |
| Deferred income tax liabilities | 704 | 664 |
| Financial liabilities | 13,199 | 13,640 |
| Other liabilities | 8,172 | 18,354 |
| Total | 41,366 | 51,048 |
As of March 31, 2012, total assets stood at T€ 41,366 and were thus down T€ 9,682 or 19.0% on the end of 2011.
On the assets side, there was chiefly a decline in cash and cash equivalents (down T€ 11,058). Financial assets moved in the opposite direction, rising by T€ 1,456.
Reference is made to the notes in the section on the Company's financial condition for details of the changes in cash and cash equivalents.
Within financial assets, the carrying amounts of investments in associates rose by T€ 1,793 to T€ 12,886. This is chiefly due to fair value remeasurement gains on the investment in TVO Income Portfolio L.P. (T€ 1,280) as well as the effects of T€ 852 in equity arising from the measurement of the investment in Feedback AG as of the reporting date.The carrying amounts of the Group's available-for-sale financial assets dropped by a total of T€ 337 chiefly as a result of impairment expense recognized within equity (T€ 157) and distributions received (T€ 121).
On the other side of the balance sheet, equity rose by T€ 901 from T€ 18,390 as of December 31, 2011 to T€ 19,291 as of March 31, 2012 chiefly as a result of the consolidated net profit for the period of T€ 225 and the effects recognized within equity from the remeasurement of the investments in associates (T€ 852). The opposite effect arose from the aforementioned impairments on investments, which were recorded within equity.
The payment of the liability release compensation of T€ 10,000 was the main reason for the reduction of T€ 10,182 in liabilities to T€ 8,172. Financial liabilities additionally declined by T€ 441 chiefly as a result of repayments totaling T€ 321 as well as the effects of the foreign-currency translation of loans.
FINANCIAL CONDITION
The Group's financial condition in the first quarter compared with the same quarter of the previous year is set out below:
| Q1–2012 | Q1–2011 |
|---|---|
| -1,633 | |
| 110 | -314 |
| -10,703 | -2,014 |
| 365 | 502 |
| 342 | – |
| -10,757 | -3,459 |
| -2 | -118 |
| -30 | -5 |
| – | 1 |
| -10,789 | -3,581 |
| 15,973 | 10,288 |
| 22 | 19 |
| 6,726 | |
| -871 5,206 |
The net cash outflow from operating activities of T€ 10,757 in the period under review was particularly due to the reduction in working capital of T€ 10,703. This was mainly due to the payment of the liability release compensation (T€ 10,000). An increase in receivables and other assets also caused a reduction in working capital (down T€ -607).
Loan repayments and lease payments caused a corresponding cash outflow from financing activities.
This caused free cash and cash equivalents to contract by T€ 10,767 in the first quarter of the year to T€ 5,206.
EMPLOYEES
As of March 31, 2012, the Lloyd Fonds Group had 74 employees (March 31, 2011: 115). This figure does not include members of the Management Board, employees on extended child-care leave, trainees, or temporary staff.
EVENTS AFTER MARCH 31, 2012
The "Holland Utrecht" real estate fund is still in the placement phase. Delivery of the investment asset took place in May 2012. Bridge finance of T€ 1,900 was provided. In addition, Lloyd Fonds AG has granted a loan to the fund entity of T€ 2,500 to finance the remaining shortfall in the purchase price of the asset. On the basis of present information, the Lloyd Fonds Group will not have sufficient capital as of June 30, 2012 to meet the obligations arising under the guarantee as of that date, resulting in a shortfall of T€ 700. If the Lloyd Fonds Group is not able to raise the necessary capital from the investors or pay the necessary amount it will be insolvent.
No other reportable events occurred after the quarterly cut-off date.
RISK REPORT
With the payment of the liability release compensation on January 10, 2012, Lloyd Fonds AG has now discharged liabilities coming within the scope of the bank agreement. Accordingly, its risk position has been substantially reduced. As of the date on which the consolidated financial statements were prepared, there were no individual risks to the Group's going-concern status with a high probability of occurring with the exception of the purchase price guarantee issued in favour of the seller of the "Holland Utrecht" investment property falling due in May, 2012.
For the detailed risk report, please refer to page 67 ff. of the 2011 annual report.
GLOBAL ECONOMIC OUTLOOK
The International Monetary Fund (IMF) has upped its growth forecast for 2012 and 2013 and now anticipates global growth of 3.5% this year and 4.1% the year after. Emerging and developing nations will continue to drive developments, with growth of 5.7% forecast for them by the IMF this year. In 2013, the fund expects the emerging economies to grow by 6%.
This assessment is also reflected in the positive outlooks issued by leading economic research bodies, which presented their spring reports in April 2012. As the economy is picking up pace again, the experts upgraded their growth forecast from 0.8% to 0.9% for this year. Their prognosis for 2013 is even bolder, forecasting a strong upswing of 2.0% for the German economy. In the economists' view, German companies are now more competitive than they have been for the last thirty years.
Domestic demand is the main driving force behind the country's economy, based partly on persistently low interest rates and ongoing positive developments on the labor market. The number of people in work is expected to rise to an annual average of 41.9 million by 2012, while unemployment should fall to 2.6 million. According to the economists, this strength will help to further consolidate public finances in Germany and drive the budget deficit down to 0.2% by 2013.
DEVELOPMENT OF THE CLOSED-END FUND MARKET
It is becoming increasingly clear that the closed-end fund industry is undergoing a period of change. To a large extent, this is bound up with the AIFM Directive's forthcoming regulation of the market. According to the Global Market Analysis 2012 published by Feri, this regulation will trigger substantial market consolidation and can also be expected to prompt major changes to product structures in the closed-end fund market. Although the closed-end fund model will remain the vehicle of choice for income from letting and leasing, increased importance will be attached to innovative structures which primarily restructure the risk associated with both newly issued and existing funds. The Act to Amend the Law Governing the Arrangement of Financial Investments will also make much more exacting demands of sales and marketing, making it more professional.
Feri EuroRating Services AG remains optimistic in its Global Market Analysis. Feri expects that real estate funds focusing on Germany will remain a particular favorite with German investors. It therefore anticipates a continuation of the trend seen last year, given that Germany is considered a stable market for investors thanks to its moderate growth, falling unemployment and comparatively stable public finances. Last year, the traditionally stable German real estate market also proved a plus point, attracting a growing number of international investors as well. Feri singles out Dutch real estate funds as being set to develop positively alongside German property funds.
OUTLOOK FOR THE COMPANY
By focusing on two key segments – shipping and real estate – Lloyd Fonds is gearing its strategy towards the asset classes which have delivered the highest revenues in the closed-end investment fund market for decades. The tighter regulations soon to be introduced are one reason for concentrating on these segments, as they will see asset management increase in importance. Lloyd Fonds AG has set itself the goal of actively shaping the forthcoming consolidation of the shipping industry and the closedend fund market, especially in the area of trusteeship entities and fund management. By doing so, it aims to increase the Company's value for the long term.
By appointing Dr. Seeler to the Management Board, the Company is turning the real estate segment into a second business mainstay. The Company will primarily offer high-quality properties in Germany.
To prepare for the structural changes emerging in the financial markets and in the light of the tense industry environment, Lloyd Fonds adopted measures in the reporting period which will further optimize the Lloyd Fonds Group's operational processes and cost structures. Steps were initiated to enhance cost efficiency as soon as the second half of 2011. Lloyd Fonds expects these changes to reduce personnel expenses by some 25% year on year in 2012.
At the same time, Lloyd Fonds is working on stabilizing recurring income from management and trusteeship fees. On this basis, the Company expects to be able to achieve consolidated net profit in the low single-digit millions in 2012, followed by a stabilization of this trend in 2013.
Given the sustained difficult macro-economic conditions underlying the market for closed-end investment funds, Lloyd Fonds has dispensed with a specific forecast of placement volumes in 2012. However, the Company anticipates that placement figures in 2012 will be up on the previous year, with a further increase expected for 2013.
OPPORTUNITIES
The equity issue vastly improved the Company's balance sheet, which will enable Lloyd Fonds AG to strengthen its sales partners' trust in the Lloyd Fonds brand, improve its competitive position as a result, and return to its pre-crisis capital base. All of this places Lloyd Fonds AG on a firm economic footing to forge ahead with the Company's strategic further development in 2012 and regain lost market share.
Lloyd Fonds has decided to concentrate on two core asset classes, namely shipping and real estate, although it will continue to distribute its current range of products. Lloyd Fonds has three multi-award-winning funds on the market at present: the two large-volume funds "Lloyd Fonds A380 Singapore Airlines" and "Lloyd Fonds Energie Europa," plus the real estate fund "Holland Utrecht." All three funds remain in the subscription phase.
The 2011 annual report published by Lloyd Fonds AG contains further detailed information about the economic outlook and opportunities for the Company.
INTERIM FINANCIAL STATEMENTS OF THE LLOYD FONDS GROUP (IFRS) AS OF MARCH 31, 2012
CONSOLIDATED INCOME STATEMENT
for the period from January 1 to March 31, 2012
| Note | Q1–2012 | Q1–2011 | |
|---|---|---|---|
| T1 | |||
| Sales | 6.1 | 3,646 | 2,743 |
| Cost of sales | 6.2 | -1,211 | -664 |
| Personnel expenses | 6.3 | -2,162 | -2,404 |
| Depreciation, amortization and impairments | 6.4 | -140 | -327 |
| Net other operating expense | 6.5 | -1,151 | -1,628 |
| Share of profit of associates | 6.6 | 1,406 | -482 |
| Net profit/loss from ordinary activities | 388 | -2,762 | |
| Finance income | 6.7 | 534 | 869 |
| Finance expense | 6.7 | -545 | -347 |
| Net profit/loss before taxes | 377 | -2,240 | |
| Income taxes | 6.8 | -152 | – |
| Consolidated net profit/loss for the period | 225 | -2,240 | |
| Earnings/loss per share (diluted/basic) for the period (1 per share) | 6.9 | 0.01 | -0.18 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period from January 1 to March 31, 2012
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Consolidated net profit/loss for the period | 225 | -2,240 |
| Other income components recognized in equity | ||
| Available-for-sale financial assets | -157 | 522 |
| Deferred taxes on these | -40 | -77 |
| Investments in associates | 852 | -311 |
| Currency translation differences | 21 | 21 |
| Other comprehensive income | 676 | 155 |
| Consolidated comprehensive income | 901 | -2,085 |
CONSOLIDATED BALANCE SHEET
as of March 31, 2012 in comparison to December 31, 2011
| Note | March 31, 2012 | Dec. 31, 2011 | |
|---|---|---|---|
| T1 | |||
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 751 | 803 | |
| Intangible assets | 351 | 406 | |
| Investments in associates | 7.1 | 7,236 | 11,093 |
| Available-for-sale financial assets | 7.2 | 3,992 | 4,247 |
| 12,330 | 16,549 | ||
| Current assets | |||
| Trade and other receivables | 7.3 | 6,507 | 6,088 |
| Receivables from related parties | 2,373 | 2,380 | |
| Investments in associates | 5,650 | – | |
| Available-for-sale financial assets | 7.2 | 7,042 | 7,124 |
| Current income tax assets | 1,575 | 1,960 | |
| Cash and cash equivalents | 7.4 | 5,889 | 16,947 |
| 29,036 | 34,499 | ||
| Total assets | 41,366 | 51,048 | |
| Equity | |||
| Share capital | 7.5 | 27,470 | 27,470 |
| Additional paid-in capital | 7.5 | 44,196 | 44,196 |
| Retained earnings | 7.5 | -52,375 | -53,276 |
| Total equity | 19,291 | 18,390 | |
| Liabilities | |||
| Non-current liabilities | |||
| Net assets attributable to other limited partners | 7.6 | 1,148 | 1,028 |
| Trade payables | 344 | 414 | |
| Financial liabilities | 7.7 | 42 | 48 |
| Derivative financial instruments | 7.8 | 153 | 180 |
| Deferred income tax liabilities | 704 | 664 | |
| 2,391 | 2,334 | ||
| Current liabilities | |||
| Trade payables and other liabilities | 4,097 | 14,244 | |
| Liabilities to related parties | 1,633 | 1,801 | |
| Financial liabilities | 7.7 | 13,157 | 13,592 |
| Other provisions | 7.8 | 622 | 591 |
| Current income tax liabilities | 175 | 96 | |
| 19,684 | 30,324 | ||
| Total liabilities | 22,075 | 32,658 | |
| Total equity and liabilities | 41,366 | 51,048 |
CONSOLIDATED CASH FLOW STATEMENT
for the period from January 1 to March 31, 2012
| Note | Q1–2012 | Q1–2011 | |
|---|---|---|---|
| T1 | |||
| Cash flow from operating activities | |||
| Consolidated net loss for the period before share of profit of investment, interest and income taxes |
8.1 | -871 | -1,633 |
| Depreciation, amortization and impairments on non-current assets | 6.4 | 140 | 327 |
| Loss from the sale of non-current assets | 6.5 | 24 | 39 |
| Other non-cash income and expenses | 8.2 | -54 | -680 |
| Changes in trade and other receivables and derivative financial instruments | -607 | -1,742 | |
| Changes in receivables from related parties | 4 | -560 | |
| Changes in trade payables, other liabilities and derivative financial instruments | -10,084 | 98 | |
| Changes in amounts due to related parties | -19 | 2 | |
| Changes in other provisions | 3 | 188 | |
| Interest received | 5 | 9 | |
| Interest paid | -12 | -13 | |
| Dividends and profit distributions received | 365 | 502 | |
| Income tax refunds received | 369 | 20 | |
| Income taxes paid | -20 | -16 | |
| Net cash generated from operating activities | -10,757 | -3,459 | |
| Cash flow from investing activities | |||
| Payments made for investments in: | |||
| Intangible assets and property, plant and equipment | – | -39 | |
| Available-for-sale financial assets and investments in associates | -2 | -80 | |
| Proceeds from the disposal of: | |||
| Intangible assets and property, plant and equipment | – | – | |
| Available-for-sale financial assets and investments in associates | – | 1 | |
| Net cash generated from investing activities | -2 | -118 | |
| Cash flow from financing activities | |||
| Repayment of borrowings | -30 | -5 | |
| Net cash used in financing activities | -30 | -5 | |
| Non-cash change in cash and cash equivalents | – | 1 | |
| Net decrease of cash and cash equivalents | -10,789 | -3,581 | |
| Cash and cash equivalents on January 1 | 15,973 | 10,288 | |
| Currency translation differences | 22 | 19 | |
| Cash and cash equivalents on March 31 | 8.3 | 5,206 | 6,726 |
CONSOLIDATED CASH FLOW STATEMENT
for the period from January 1 to March 31, 2012
| Other comprehensive income | |||||||
|---|---|---|---|---|---|---|---|
| Subscribed capital |
Additional paid-in capital |
Retained earnings |
Available-for sale financial assets |
Investments in associates |
Currency translation differences |
Total equity | |
| T1 | |||||||
| Amount on January 1, 2011 | 12,725 | 45,432 | -54,057 | 3,480 | 448 | -54 | 7,974 |
| Total net loss recorded within consolidated equity |
– | – | -2,240 | 445 | -311 | 21 | -2,085 |
| Amount on March 31, 2011 | 12,725 | 45,432 | -56,297 | 3,925 | 137 | -33 | 5,889 |
| Amount on January 1, 2012 | 27,470 | 44,196 | -56,957 | 3,695 | 63 | -77 | 18,390 |
| Total net profit recorded within consolidated equity |
– | – | 225 | -197 | 852 | 21 | 901 |
| Amount on March 31, 2012 | 27,470 | 44,196 | -56,732 | 3,498 | 915 | -56 | 19,291 |
INTERIM FINANCIAL STATEMENTS OF THE LLOYD FONDS GROUP (IFRS) AS OF MARCH 31, 2012
1 ACCOUNTING POLICIES
These interim financial statements as of March 31, 2012 have been prepared in accordance with the International Financial Reporting Standards (IFRS) adopted and published by the International Accounting Standards Board (IASB), as endorsed by the European Union as of March 31, 2012. As a matter of principle, Lloyd Fonds early adopts all standards and interpretations.
In the first quarter of 2012, the EU Commission did not endorse any new standards or interpretations. In March 2012, the IASB published changes to IFRS 1 "First-time Adoption of International Financial Reporting Standards", which have not been early adopted as they have not yet been endorsed by the EU Commission.
There were no changes in any of the other accounting policies described in the notes to the consolidated financial statements as of December 31, 2011. Accordingly, these interim financial statements must be read in the light of the disclosures made in the consolidated financial statements for 2011.
In accordance with the IFRS rules (IAS 34 "Interim Financial Reporting"), these interim financial statements have been prepared in condensed form compared with the consolidated financial statements as of December 31, 2011.
2 COMPANIES CONSOLIDATED
Lloyd Fonds Vermögensgarant GmbH & Co. KG, Hamburg, was liquidated in the first quarter of 2012. The liquidation of this company did not have any material effect on the Lloyd Fonds Group's net assets, financial position or results of operation.
The companies consolidated now comprise the Parent Company as well as 21 subsidiaries.
3 CAPITAL MANAGEMENT
The objectives of the Lloyd Fonds Group with regard to capital management are to maintain an adequate level of equity on a sustained basis and to generate an appropriate return on the capital employed. In this connection, top priority is given to the Group's credit rating. The Group monitors its capital on the basis of absolute amounts in the light of the equity ratio. Future movements in capital and possible capital requirements are identified on the basis of an integrated planning model for the coming four years.
As a matter of principle, Lloyd Fonds AG manages its capital structure via its dividend policy. In the last two years, no dividend was distributed on account of the Company's earnings situation. Moreover, no dividends were permitted to be paid out until full liability release had been achieved (January 10, 2012).
As the Group's equity had come under considerable pressure in earlier years as a result of the crisis, 14,744,560 new shares were issued at the end of 2011 to improve its equity resources.
As of March 31, 2012, the Lloyd Fonds Group's equity capital stood at T€ 19,291, up from T€ 18,390 at the end of the previous year. The equity ratio came to 46.6% as of the reporting date (December 31, 2011: 36.0%).
4 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
All estimates and assumptions are continually evaluated and are based on historical experience and other factors including expectations of future events which are believed to be probable under the circumstances. The Group makes estimates and assumptions concerning the future. The resultant accounting estimates may deviate from the related actual results. The following section describes changes to the estimates and assumptions liable to exert a material effect on the measurement of assets and liabilities.
As of March 31, 2012, Lloyd Fonds had received a specific offer for the sale of the four assets included in TVO Income Portfolio L.P. For this reason, a further impairment test was performed as of the reporting date. On the basis of these market values, remeasurement gains of T€ 1,280 were recorded on the investment in TVO Income Portfolio L.P. Taking account of the current measurement according to the equity method and currency translation adjustments, the residual carrying amount as of the balance sheet date came to T€ 5,650.
5 SEGMENT INFORMATION
Following the equity issue at the end of 2011 and the execution of the liability release for the Lloyd Fonds Group, the business segments were redefined in the first quarter of 2012. Segment reporting as well as the figures for the previous year have been adjusted to match the new organizational structure.
The following reportable segments can be identified on the basis of the Lloyd Fonds Group's internal reporting system:
Shipping
- Purchase and structuring of assets in the shipping and secondary-market ship fund segments
- Financing of assets by arranging debt capital
- Earning of investment income
- Measures to ensure efficient management and supervision of the fund companies
- Integration in ongoing fund reporting
- Preparation of the meetings of the companies' advisory councils
- Support for trustee and submission of information of decision-making information
- Monitoring of existing fund companies' liquidity to identify any risks at an early stage and to take any necessary countermeasures
- Integration in the asset selling process including the winding-down of the corresponding fund companies
Real estate
- Purchase and structuring of assets in the real estate segment
- Other activities similar to those in the "Shipping" segment
Energy
- Purchase and structuring of assets in the energy segment
- Other activities similar to those in the "Shipping" segment
Investments and alternative assets
- Purchase and structuring of assets and funds which do not form part of Lloyd Fonds' core business (e. g. aircraft funds, traded endowment policies, private equity funds)
- Other activities similar to those in the "Shipping" segment
- Monitoring and coordination of the Lloyd Fonds Group's material investments.
Sales and marketing
- Sale of the Group's investment products
- Execution of sales activities such as advertising and marketing
Trusteeship
- Handling of new issues on a trust basis
- Management of the subscribers trust accounts
- Provision of information and services for trustors
The "All other segments" column primarily comprises the Lloyd Fonds Group's management and central activities. As they do not generate any revenues as defined by IFRS 8, they are by definition not separate operating segments and are therefore pooled in this category.
Segment profit/loss for the first quarter of 2012 breaks down as follows:
| Q1–2012 | Shipping | Real estate | Energy | Investments & alternative Assets |
Trusteeship | Sales & marketing |
All other segments |
Total |
|---|---|---|---|---|---|---|---|---|
| T1 | ||||||||
| External sales | 676 | 193 | 68 | 91 | 1,905 | 713 | – | 3,646 |
| Other operating income | 34 | 3 | 3 | 2 | 46 | 19 | 65 | 172 |
| Cost of sales I | -241 | – | – | – | -178 | -792 | – | -1,211 |
| Cost of sales II | -2 | -2 | -1 | -6 | -9 | -61 | -47 | -128 |
| Personnel expenses | -154 | -95 | -97 | -118 | -299 | -221 | -1,178 | -2,162 |
| Other operating expenses | -162 | -13 | -27 | -10 | -286 | -88 | -609 | -1,195 |
| Share of profit of associates | 34 | 1,023 | – | 432 | – | – | -83 | 1,406 |
| Depreciation, amortization and impairments |
-39 | -8 | – | – | -46 | – | -47 | -140 |
| EBIT | 146 | 1,101 | -54 | 391 | 1,133 | -430 | -1,899 | 388 |
| Net finance income/expense | -86 | 115 | – | -12 | -27 | 1 | -2 | -11 |
| Net profit/loss before taxes | 60 | 1,216 | -54 | 379 | 1,106 | -429 | -1,901 | 377 |
| Investments | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q1–2011 | Shipping | Real estate | Energy | & alternative Assets |
Trusteeship | Sales & Marketing |
All other segments |
Total |
| T1 | ||||||||
| External sales | 558 | 174 | – | 13 | 1,834 | 164 | – | 2,743 |
| Other operating income | 35 | 9 | 2 | 1 | 20 | 47 | 23 | 137 |
| Cost of sales I | -231 | -2 | – | – | -180 | -252 | – | -664 |
| Cost of sales II | -3 | -11 | -4 | -2 | – | -180 | -34 | -234 |
| Personnel expenses | -469 | -216 | -109 | -74 | -299 | -406 | -830 | -2,404 |
| Other operating expenses | -135 | -15 | -8 | -33 | -208 | -100 | -1,031 | -1,531 |
| Share of profit of associates | 77 | -464 | – | -95 | – | – | – | -482 |
| Depreciation, amortization and impairments |
-12 | – | – | -134 | -76 | – | -105 | -327 |
| EBIT | -180 | -525 | -120 | -323 | 1,091 | -727 | -1,978 | -2,762 |
| Net finance income/expense | -30 | 303 | – | -11 | -36 | -56 | 352 | 522 |
| Net profit/loss before taxes | -211 | -222 | -120 | -334 | 1,056 | -784 | -1,625 | -2,240 |
The cost of sales is broken down into cost of sales I and cost of sales II in accordance with the internal reporting structure. Cost of sales I is for the most part equivalent to the cost of sales as shown in the consolidated income statement (see Note 2). Cost of sales II is included in other operating income/expenses in the consolidated income statement.
Lloyd Fonds' internal reporting system does not include any provision for breaking down assets and liabilities by segment as management does not consider this data to be relevant for managing the Group. Accordingly, these disclosures have been dispensed with.
6 NOTES ON THE CONSOLIDATED INCOME STATEMENT
6.1 SALES
Composition:
| Q1–2012 | Q1–2011 |
|---|---|
| 713 | 164 |
| 123 | 96 |
| 143 | 44 |
| 1,905 | 1,834 |
| 762 | 598 |
| – | 7 |
| 3,646 | 2,743 |
Sales rose by T€ 903 over the same quarter of the previous year from T€ 2,743 to T€ 3,646 chiefly as a result of the higher placement volumes in the first quarter of 2012.
Reference should be made to the section on results of operations in the interim management report for further information on the breakdown of and changes in sales.
6.2 COST OF SALES
Composition:
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Commission | 787 | 231 |
| Cost of services bought | 424 | 433 |
| 1,211 | 664 |
Commission was paid in connection with the placement of equity. The cost of other services bought primarily relates to management services utilized and fund-related marketing and retailing costs.
6.3 PERSONNEL COSTS
Composition:
| 2,162 | 2,404 | |
|---|---|---|
| Post-retirement benefit costs | 3 | 3 |
| Social security | 166 | 241 |
| Wages and salaries | 1,993 | 2,160 |
| T1 | ||
| Q1–2012 | Q1–2011 |
The reduction in personnel costs from T€ 2,404 to T€ 2,162 is chiefly due to the decline in the average head count from 117 in the first quarter of 2011 to 75 in the quarter under review. The opposite effect arose from settlement payments and variable remuneration of T€ 381.
6.4 DEPRECIATION, AMORTIZATION AND IMPAIRMENT LOSSES
Composition:
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Depreciation, amortization | ||
| Property, plant and equipment | 51 | 71 |
| Intangible assets | 53 | 104 |
| 104 | 175 | |
| Impairments | ||
| Available-for-sale financial assets | 36 | 152 |
| Depreciation, amortization and impairments |
140 | 327 |
6.5 OTHER OPERATING INCOME/EXPENSES
Composition:
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Other operating income | ||
| Rentals | 82 | 9 |
| Remuneration in kind | 34 | 41 |
| Derecognition of liabilities | 32 | 12 |
| Income from recharged expenses | 14 | 45 |
| Other income | 10 | 30 |
| 172 | 137 | |
| Other operating expenses | ||
| Rentals, ancillary rental costs, cost of premises and maintenance |
-270 | -292 |
| Financial statement, legal and consulting costs |
-253 | -509 |
| Office supplies, IT costs and communications |
-178 | -222 |
| Impairments on receivables and unrecoverable receivables |
-160 | -32 |
| Retailing support and subscriber relations | -150 | -233 |
| Motor vehicle and travel costs | -89 | -162 |
| Insurance and levies | -41 | -50 |
| Losses from the sale of equity investments |
-24 | -39 |
| Non-deductible input tax | -21 | -26 |
| Other personnel expenses | -13 | -42 |
| Costs assumed for fund companies | -17 | -47 |
| Other expenses | -107 | -111 |
| -1,323 | -1,765 | |
| Net other operating income/expense | -1,151 | -1,628 |
The decline in net other operating expense from T€ 1,628 to T€ 1,151 particularly reflects the cost cuts implemented. Legal and consulting costs in particular declined by T€ 256 or 50.3% over the comparison quarter.
6.6 SHARE OF PROFIT OF ASSOCIATES
Composition:
| 1,406 | -482 | |
|---|---|---|
| Miscellaneous | 291 | 348 |
| Feedback AG, Hamburg | 21 | -124 |
| KALP GmbH, Böel | 71 | -242 |
| TVO Income Portfolio L.P., El Paso, USA | 1,023 | -464 |
| T1 | ||
| Q1–2012 | Q1–2011 |
The net profit from TVO Income Portfolio L.P., United States, of T€ 1,280 is primarily due to the remeasurement gains recorded on the fair value of the investment. The opposite effect arises from the foreign-currency conversion of the carrying amount of the investment (down T€ 235).
6.7 NET FINANCE INCOME/EXPENSES
Composition:
| Q1–2012 | Q1–2011 | |
|---|---|---|
| T1 | ||
| Net profit/loss affiliated entities | 12 | – |
| Fremdwährungsergebnis | 147 | 647 |
| Net foreign-currency gains/losses | -170 | -125 |
| -11 | 522 |
Net investment income chiefly comprises dividends received from non-consolidated affiliated companies. Reference should be made to the analysis of the Group's results of operations in the management report for further information on changes in finance expense and finance income.
6.8 INCOME TAX EXPENSE
Income tax expense comprises income taxes paid or owed as well as deferred income taxes. Taxes comprise corporate tax plus the solidarity surcharge and trade tax.
The net tax expense of T€ 152 arising in the period under review chiefly results from assessment notices for prior years. Only minor tax expense arose in the period under review due to the income tax fiscal union established between Lloyd Fonds AG (dominant company) and Lloyd Treuhand GmbH (subordinate company). No income tax expense arose in the comparison period.
6.9 EARNINGS/LOSS PER SHARE
Earnings/loss per share are calculated by dividing profit or loss attributable to the ordinary equity holders by the average number of ordinary shares outstanding during the period under review. No dilution effects arose either in the first quarter of 2012 or in the same period in the previous year.
| Basic earnings/loss per share (5 per Share) |
0.01 | -0.18 |
|---|---|---|
| Average number of shares issued (in thousands) |
27,470 | 12,725 |
| Profit/loss attributable to equity holders in Parent Company (T1) |
225 | -2,240 |
| Q1–2012 | Q1–2011 |
In the comparison quarter, a loss of € 0.08 per share was sustained on the basis of the average number of shares outstanding in the period under review (27,469,927).
7 NOTES ON THE CONSOLIDATED BALANCE SHEET
The following section describes the main items of the balance sheet and selected changes.
7.1 INVESTMENTS IN ASSOCIATES
There are a total of 134 associates on which the Lloyd Fonds Group exerts material influence. These primarily comprise investments in the limited-partner entities and project companies which Lloyd Fonds holds together with its shipping company partners. This item also includes the investments in TVO Income Portfolio L.P., El Paso, United States (T€ 5,650), Feedback AG, Hamburg (T€ 2,372) and KALP GmbH, Böel (T€ 1,560).
As it is intended to sell the material assets held by TVO Income Portfolio L.P. in the second quarter of 2012 and to liquidate this entity in an ensuing step, the investment has been reclassified as a current asset.
7.2 AVAILABLE-FOR-SALE FINANCIAL ASSETS
Available-for-sale financial assets comprise a total of 180 investments as of the end of the period under review. These are predominantly shares which Lloyd Fonds holds in its own funds as the founding limited partner as well as affiliated companies, e.g. shelf or project companies, which are not consolidated for reasons of immateriality.
7.3 TRADE AND OTHER RECEIVABLES
Composition:
| March 31, 2012 | Dec. 31, 2011 | |
|---|---|---|
| in T1 | ||
| Receivables from issuing business | 3,132 | 3,563 |
| Receivables from trusteeship | 2,526 | 997 |
| Other receivables and assets | 849 | 1.528 |
| 6,507 | 6.088 |
The increase in receivables from trusteeship management relates to income arising in the quarter under review but not received until the following quarter.
The decline in other receivables is chiefly due to the payment by means of remittance to Lloyd Fonds AG's bank account of the capital contributions by the legacy shareholders who had subscribed to the new equity issued at the end of 2011.
7.4 CASH AND CASH EQUIVALENTS
The changes in cash and cash equivalents are analyzed in the consolidated cash flow statement. Reference should be made to Note 8.3 for the breakdown.
7.5 EQUITY CAPITAL
The composition of and changes in the Group's equity are analyzed in the consolidated statement of changes in equity.
7.6 NET ASSET VALUE ATTRIBUTABLE TO OTHER LIMITED PARTNERS
This item results from the inclusion of Premium Portfolio Austria in Lloyd Fonds' consolidated financial statements. It comprises the shares of those limited partners who are not part of the Lloyd Fonds Group. As these are puttable financial instruments, they are reported under non-current financial liabilities. They were measured at their fair value on the date of initial consolidation and will be reported at amortized cost using the effective interest method in later periods, with the resultant expenses or income recorded within net finance income/expense.
7.7 BORROWINGS
Non-current financial liabilities comprise liabilities under a finance lease for a server system.
Current financial liabilities include a loan in a nominal amount of TUS\$ 9,000 (no change compared with December 31, 2011) or T€ 6,739 (December 31, 2011: T€ 6,956) for financing the investment in TVO Income Portfolio L.P. Moreover, current financial liabilities include the liabilities arising from the finance for the investments in the target funds taken over from Premium Portfolio Austria amounting to T€ 5,650 (December 31, 2011: T€ 5,622). As in the previous year, the carrying amounts of the loans match their fair value.
In addition to the aforementioned loans, current account loans of T€ 676 were outstanding as of the balance sheet date (December 31, 2011: T€ 967) and are also reported within financial liabilities.
7.8 OTHER PROVISIONS
As of the balance sheet date, other provisions primarily comprise amounts for pending repayments of dividends to ship entities (T€ 371). In addition, they include amounts for pending losses of T€ 266 arising from the subletting of office space. Of this, an amount of T€ 153 is recorded as non-current provisions. The remaining amount chiefly comprises provisions for uncertain liabilities due for settlement in less than one year.
8 NOTES ON THE CONSOLIDATED CASH FLOW STATEMENT
8.1 RECONCILIATION WITH CONSOLIDATED NET LOSS FOR THE PERIOD
| Note | Q1–2012 | Q1–2011 | |
|---|---|---|---|
| T1 | |||
| Net loss from ordinary activities | 388 | -2,762 | |
| Share of profit of associates | 6.6 | -1,406 | 482 |
| Net foreign-currency gains/losses |
6.7 | 147 | 647 |
| -871 | -1,633 |
8.2 OTHER NON-CASH TRANSACTIONS
Composition:
| Note | Q1–2012 | Q1–2011 | |
|---|---|---|---|
| in T1 | |||
| Impairments on receivables and unrecoverable receivables |
6.5 | 160 | 32 |
| Unrealized foreign-currency gains |
-182 | -700 | |
| Derecognition of liabilities | 6.5 | -32 | -12 |
| -54 | -680 |
8.3 COMPOSITION OF CASH AND CASH EQUIVALENTS
Composition for the purposes of the cash flow statement:
| March 31, 2012 March 31, 2011 | ||
|---|---|---|
| in T1 | ||
| Cash at banks | 5,886 | 7,987 |
| Cash in hand | 3 | 2 |
| Bank overdrafts | -676 | -978 |
| Cash at banks subjet to drawing restrictions |
-7 | -285 |
| 5,206 | 6,726 |
9 OTHER DISCLOSURES
9.1 CONTINGENCIES
The contingencies recognized as of March 31, 2012 comprise guarantees for advance and equity bridge finance, as well as increased liable amounts. Fixed-liability guarantees are recognized only in an amount reflecting the outstanding value of the principal debt. As of December 31, 2012, the Group's contingent liabilities totaled T€ 10,452 (December 31, 2011: T€ 86,128). As of December 31, 2011, compensation claims of T€ 37,498 arose from joint and several liability towards third parties.
A purchase price guarantee of T€ 15,500 was issued in favor of a real estate fund, resulting in maximum liability of T€ 7,004 as of the balance sheet date. This liability is declining steadily in line with progress in placing the fund and as of the date of the consolidated interim financial statements stood at T€ 3,291.
The real estate fund is still in the placement phase. Delivery of the investment asset took place in May 2012. Bridge finance of T€ 1,900 was provided. In addition, Lloyd Fonds AG has granted a loan to the fund entity of T€ 2,500 to finance the remaining shortfall in the purchase price of the asset. As a result, a liquidity shortfall has arisen for Lloyd Fonds AG. Its going-concern status will be at risk if it is not able to find any alternative sources of finance to close this gap.
As part of trust business, shares of T€ 1,643,491 (December 31, 2011: T€ 1,648,096) are managed on the Company's own behalf but for the account of various trustors. In addition, trust accounts of T€ 9,021 (December 31, 2011: T€ 6,528) are maintained on the Company's own behalf but for the account of various trustors.
Lloyd Treuhand has in some cases been entered in the commercial register as the limited partner in trust for subscribers with the corresponding liable amount attributable to such subscribers. In accordance with Sections 171, 172 IV of the German Commercial Code, Lloyd Treuhand is fundamentally liable for any liquidity surpluses which have been distributed but are not backed by profits. The amount by which the distribution is less than the liable amount entered in the commercial register may be subject to reimbursement by Lloyd Treuhand. Under the terms of the trusteeship contract, Lloyd Treuhand is in turn entitled to recover this amount from the subscriber in question. The Management Board does not consider the possible outflow of resources as a result of such recourse claims to be likely.
9.2 OPERATING LEASE COMMITMENTS
Analysis of obligations under leases:
| March 31, 2012 | Dec. 31, 2011 | |
|---|---|---|
| T1 | ||
| Office space | 7,370 | 7,600 |
| Motor vehicles | 303 | 298 |
| Miscellaneous | 53 | 59 |
| 7,726 | 7,957 |
9.3 RELATED-PARTY TRANSACTIONS
As of March 31, 2012, the current loan granted to KALP GmbH, Böel, was valued at T€ 1,713. Other than this, there were no material transactions with related parties.
9.4 EVENTS AFTER THE BALANCE SHEET DATE
No other events materially affecting the Group's net assets, financial position or results of operations, other than those disclosed in these consolidated interim financial statements and the Group interim management report, occurred after the balance sheet date.
Hamburg, May 18, 2012
The Management Board
Dr. Torsten Teichert Dr. Joachim Seeler
CERTIFICATION OF REVIEW BY AUDITORS
TO LLOYD FONDS AG, HAMBURG
We have reviewed the condensed consolidated interim financial statements – comprising the condensed statement of financial positions, condensed income statement and condensed statement of comprehensive income, condensed statement of cash flow, condensed statement of changes in equity and selected explanatory notes – and the interim group management report of Lloyd Fonds AG, Hamburg, for the period from January 1 to March 31, 2012, which are part of the quarterly financial report pursuant to § (Article) 37x Abs. (paragraph) 3 WpHG ("Wertpapierhandelsgesetz": German Securities Trading Act). The preparation of the condensed consolidated interim financial statements in accordance with the IFRSs applicable to interim financial reporting as adopted by the EU and of the interim group management report in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports is the responsibility of the parent Company's Board of Managing Directors. Our responsibility is to issue a review report on the condensed consolidated interim financial statements and on the interim group management report based on our review.
We conducted our review of the condensed consolidated interim financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany – IDW). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with moderate assurance, that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRSs applicable to interim financial reporting as adopted by the EU and that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial statement audit, we cannot express an audit opinion.
Based on our review, no matters have come to our attention that cause us to presume that the condensed consolidated interim financial statements have not been prepared, in all material respects, in accordance with the IFRSs applicable to interim financial reporting as adopted by the EU or that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.
Hamburg, May 18, 2012
TPW GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
signed signed Roger Hönig Britta Martens Wirtschaftsprüfer Wirtschaftsprüferin (German Public Auditor) (German Public Auditor)
FINANCIAL CALENDAR
| 2012 | |
|---|---|
| Interim Report on first Quarter/3M | 21 May |
| General Annual Meeting | 26 July |
| Interim Report on second Quarter/6M | 9 August |
| Interim Report on third Quarter/9M | 8 November |
All dates are provisional only and subject to change without notice.
EDITOR
Lloyd Fonds AG Amelungstraße 8–10 20354 Hamburg Germany
CONTACT
Marcel Wiskow Investor Relations
Phone: +49 (0)40/32 56 78-174 Fax: +49 (0)40/32 56 78-917 E-Mail: [email protected]
PICTURE CREDITS
Lloyd Fonds AG
This english language version of the interim report is a convenience translation. In the event of any debt, the German version is to apply.
Lloyd Fonds AG · Amelungstraße 8–10 · 20354 Hamburg · Phone +49 (0)40 325678-0 · Fax +49 (0)40 325678-99 · www.lloydfonds.de