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Masterflex SE Interim / Quarterly Report 2009

Nov 5, 2009

276_10-q_2009-11-05_13816644-6778-40a6-9e1f-31244d041b62.pdf

Interim / Quarterly Report

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Quarterly financial report 3/2009

Masterflex at a Glance

  • Concentration on High-Tech Hose Systems restructuring of the Group driven forward
  • Impact of economic crisis cushioned by strict cost management, positive operating EBIT
  • Cash flow remains significantly positive
  • Sale of Angiokard Medizintechnik GmbH & Co. KG
Continued Business Units September 30, 2009
Consolidated revenue (€ thou.) 53,988
Consolidated EBITDA (€ thou.) 2,917
Consolidated EBIT (€ thou.)
without restructuring costs 300
incl. restructuring costs -1,718
Consolidated EBT (€ thou.) -4,588
Consolidated net income
after minority interests (€ thou.)
-3,426
Earnings per share (€)
from continued business units -0.76
from discontinued business units 0.00
from continued and discontinued business units -0.76
Consolidated EBIT margin
without restructuring costs 0.6%
incl. restructuring costs -3.2%
Consolidated return on sales -6.3%
Number of employees 678
September 30, 2009
Consolidated equity (€ thou.) 11,284
Consolidated total assets (€ thou.) 86,350
Consolidated equity ratio (%) 13.1%

The Executive Board of Masterflex AG

Dr. Andreas Bastin, Chief Executive Officer Ulrich Wantia, Chief Financial Officer (until 15 May 2009) Mark Becks, Chief Financial Officer (since 01 June 2009)

The Supervisory Board of Masterflex AG

Friedrich Wilhelm Bischoping, Chairman of the Supervisory Board Prof. Dr. Detlef Stolten, Deputy Chairman of the Supervisory Board Detlef Herzog, member of the Supervisory Board (until 11 August 2009) Georg van Hall, member of the Supervisory Board (since 11 August 2009)

Change in % September 30, 2008
-20.2% 67,632
-66.5% 8,712
-93.3% 4,491
4,217
-3,908
195.3% -1,160
16.9% -0.65
0.38
181.5% -0.27
6.6%
6.2%
-1.7%
-9.8% 752
Change in % December 31, 2008
-24.0% 14,840
-14.9% 101,475
-10.3% 14.6%
Masterflex at a Glance 2
Foreword by the CEO 5
Group structure and business activities
Market and competition
Net assets, financial position and results of operations
Human resources report
Research and development, investment
Report on post-balance sheet date events
Risk report
Outlook
Interim Management Report
8
8
12
14
15
15
15
16
The Masterflex share 17
Financial Calendar 19
Notes to the Interim Financial Statements 19
Interim Financial Statements
Consolidated Balance Sheet 24
Consolidated Income Statement 26
Consolidated Cash Flow Statement 28
Consolidated Statement of Changes in Equity 30

Dear Shareholders,

In the first nine months of 2009, Masterflex AG pressed ahead with its policy of refocusing on its core High-Tech Hose Systems business unit. A further key development took place after the end of the reporting period with the signature of an agreement on the sale of Angiokard Medizintechnik GmbH & Co. KG, with closing expected by the end of 2009.

This systematic disposal of non-core activities that do not offer synergies with the Group's core business is making an important contribution to reducing debt along with the generation of a positive cash flow from the profitable core business and strict cost management within the Group.

The additional liquidity generated from the sale of Angiokard has led to a further significant reduction in the Group's net debt. Masterflex AG has thus already slashed its debt by almost 20% within one year.

The development of the Group's business in the first nine months of 2009 has again been dominated by the economic crisis. At €54.0 million, consolidated revenue is down 20.2% year-on-year. Revenue in the core High-Tech Hose Systems business unit has stabilised at the level recorded in the previous quarter, but remains lower than in the previous year. Since late summer, however, there have been clear signs of a recovery in certain sub-segments of the Group's core business.

The Mobility business unit enjoyed largely positive, stable revenue development. By contrast, the situation at Surface Technology remains highly unsatisfactory, with both revenue and earnings down substantially on the previous year, thereby having a significant impact on the Group's earnings development.

5

Despite the downturn in revenue, the strict cost management introduced towards the end of last year has led to an improvement in consolidated operating earnings before interest and taxes (EBIT). However, this effect was offset by the high costs for restructuring and securing further external financing. Nevertheless, we achieved a positive operating EBIT of €0.3 million in the first nine months of the year. Adjusted for restructuring effects, EBIT amounted to €-1.7 million. This includes the €1.5 million reduction in inventories, which has had a positive effect on liquidity, as well as legal and consultancy fees in the amount of €1.4 million. Masterflex AG's efficiency and the success of its measures aimed at boosting liquidity are reflected in the operating cash flow of €3.6 million generated in the first nine months of 2009.

As in the previous reports, the results in this interim report are presented on the basis of continuing operations, i.e. excluding DICOTA GmbH (Mobile Office Systems), which was sold on 16 December 2008.

Since the approval of the loan extension this summer, we have been cooperating intensively with our financial partners with a view to restructuring our external financing in an orderly manner. This expressly includes opportunities for sustainably improving our equity situation.

The necessary restructuring and refocusing measures have presented Masterflex AG with substantial challenges. However, the results achieved to date show that the path we have taken is the right one. When the measures are complete, the high level of legal and consulting costs at present will decline once again. We are seeking to extensively restructure the liability side of our balance sheet by summer 2010.

In light of the general economic situation, predicting our future course of business remains fraught with difficulty. After nine months, however, consolidated revenue and consolidated operating and total EBIT – i.e. including all restructuring expenses – are all ahead of our forecasts. The progress made in our restructuring activities, the successful implementation of our core business strategy and the initial signs of macroeconomic stabilisation give grounds for optimism that we will also achieve our year-end targets.

November 2009

Dr. Andreas Bastin Chief Executive Officer

Interim Management Report

Group structure and business activities

Masterflex AG, Gelsenkirchen, is a specialist in the development and production of high-quality connector and hose systems in its core High-Tech Hose Systems business unit. While it previously focused on the processing of polyurethane, the Company now processes a range of other high-tech plastics. This area – our core business unit – is being expanded further.

Until 30 September 2009, the Group also had the Surface Technology, Mobility (climate-neutral mobility) and Medical Technology business units. An agreement on the sale of the Medical Technology business unit was concluded shortly after the end of the reporting period.

Market and competition

High-Tech Hose Systems

In the first nine months of 2009, the core High-Tech Hose Systems business unit was impacted by the global recession. The downturn in revenue at Masterflex AG during the year to date reflects the trend experienced by the plastics industry as a whole, whereas some other industries have been affected to a far greater extent: for example, the rubber and plastics machine industry expects revenue to fall by 40% across the full year, while revenue in the plastics processing industry declined by around 20% in the first quarter of 2009.

Although sentiment within the industry has improved since late summer, experts expect the recovery to be slow. All in all, plastics are considered to have positive future potential on account of their varied and as yet untapped application possibilities.

The Masterflex Group has been hit hard by the economic crisis in the current financial year, particularly in the first six months. As a supplier, we have seen an often dramatic downswing in many of the industries we supply. In contrast to many other companies, however, we have been able to cushion the impact of this development well thanks to our wide range of applications. Accordingly, segment revenue in the High-Tech Hose Systems business unit decreased by 23.2% to €27.5 million as of 30 September 2009 (previous year: €35.8 million).

Signs of a gradual recovery are increasing. Incoming orders in a number of subsegments in September 2009 were significantly higher than forecast, and attendance figures and the mood at our stand at the MOTEK automation trade fair in Stuttgart were both positive.

The highly specialised area of medical hoses and catheters continued to develop extremely promisingly. Due to the discontinuation of the Medical Technology business unit and the focus on our hose business, we have incorporated this group of products into the High-Tech Hose Systems segment, as high-

performance plastics are processed by extrusion in the same way as for technical products. These products help to improve traditional examination methods, as well as opening up entirely new areas of application.

The globalisation process is also advancing successfully. In the USA, business development is positive and has been largely unaffected by the economic crisis, as we offer products that are new to the US market. Based on our international growth potential, we opened a sales office in Sweden in April 2009. The first six months have already led to the establishment of interesting new contacts and initial transactions. Assuming a recovery in the global economy as a whole, we expect this development to become more dynamic next year.

EBIT before reconciliation declined significantly by almost 53% to €3.0 million (previous year: €6.3 million). This is primarily attributable to the lower level of revenue and the restructuring. The EBIT margin amounted to 10.7%.

We intend to press ahead with the development of our core business. In addition to our international expansion, innovative products are an important factor in our success. The next year will see the market launch of a number of innovations, and our strategic objective is to expand our technology leadership over the coming years.

Mobility business unit

Our new Mobility business unit was essentially unaffected by the economic crisis in the first nine months of 2009. The negative consequences of climate change mean that there is a high level of interest in environmentally friendly alternatives. This includes electric bicycles – with several thousand units sold so far this year, segment revenue has increased significantly.

Another interesting prospect for the future is the innovative "Low Pressure Security" (Lopes) system in the fuel cell technology segment, for which the patent is pending. As well as offering a high level of security, "Lopes" makes system integration considerably easier, as it is possible to dispense fully with any additional security devices. "Lopes" is scheduled to be tested in selected applications, such as the indoor mobile

ward round and workshop trolley application. We are also conducting cooperation negotiations with a view to testing our security system in other applications. It is feasible that "Lopes" indoor fuel cell applications will contribute towards the breakthrough of this technology.

In the area of fuel cell-driven Cargobikes, we will have delivered a total of 50 vehicles by the end of the year. New model variants were presented at the "Eurobike" trade fair at the start of September 2009.

All in all, segment revenue soared by almost 90% in the first nine months of 2009 to total €4.5 million (previous year: €2.4 million). Segment EBIT was only slightly negative at €-122 thousand, compared with €-522 thousand in the same period of the previous year. The continued impact of the significant and necessary expenses for market entry, the finalisation of technical developments and non-recurring effects in conjunction with the planned partnering and disposal mean that segment EBIT is not yet stable and sustainably positive. However, the relatively strong business performance and the substantial improvement in the earnings situation compared with the previous year clearly show that, on the whole, we are heading in the right direction.

Potential in this business unit remains highly promising. In order to further accelerate this positive development, we are examining the option of expanding our activities more intensively in cooperation with a partner. A sale is another possibility. The state of the art achieved to date and the application potential of our fuel cell technology constitutes a strong starting position for future business success.

Medical Technology

After the end of the reporting period, we signed an agreement on the sale of our subsidiary Angiokard Medizintechnik GmbH & Co. KG on 19 October 2009, with closing expected by the end of 2009.

This sale is due to the fact that the medical set business does not offer synergies with our core High-Tech Hose Systems business unit. Although this unit recorded losses for a number of years, our restructuring process in 2007 and 2008 achieved a sustained turnaround.

Segment revenue declined by only -0.8% year-on-year to €13.3 million (previous year: €13.5 million). By contrast, segment EBIT before reconciliation developed extremely well, improving to €0.9 million after €-0.2 million in the previous year. When comparing figures against the previous

year, it should be noted that the prior-period figures include an impairment loss and the write-down of the "LaryVent respiratory mask" project. The EBIT margin totalled to 6.4% as of 30 September 2009.

Advanced Material Design

The Advanced Material Design business unit comprises the operations of the SURPRO Group, which specialises in surface technology. SURPRO is a highly specialised niche provider for the production and finishing of precision surfaces.

Development in this segment remains highly unsatisfactory, with the economic crisis – which has hit the luxury goods sector hard – also taking its toll on our subsidiary.

In the first nine months 2009, segment revenue slumped by 46% to €8.6 million (previous year: €15.9 million). EBIT before reconciliation was clearly negative at €-2.1 million (previous year: €-39 thousand). This development has had a significant adverse effect on the performance of the Group as a whole.

Despite extensive cost reduction measures, the situation in the area of surface technology remains extremely difficult on account of the current economic pressures. A sustainable recovery is only likely in the medium term.

As surface technology is another area that does not offer any synergies with our core business, we are examining the possibility of a sale within a proposed timeframe of around two years.

Net assets, financial position and results of operations

Results of operations

The consolidated income statement as at 30 September 2009 reflects the impact of the economic crisis and the expenses for the restructuring of Masterflex AG. Consolidated revenue decreased by 20.2% to €54.0 million (previous year: €67.6 million). Inventories of finished goods and work in progress were reduced considerably by €1.5 million (previous year: €1.0 million). Although this has a positive liquidity effect, it also has a negative impact on the development of consolidated earnings.

The cost of materials fell by 23.4% due to the lower order levels, while personnel expenses declined from €20.2 million to €18.2 million.

Other expenses rose by 5.6% to €10.7 million (previous year: €10.2 million). It should be noted that this figure includes non-operating expenses of €1.4 million, which primarily relates to legal and consultancy fees for the development of the refinancing concept, as well as refinancing payments to banks in the amount of €0.6 million. Starting from this year, other taxes are reported differently under IFRS, resulting in a further negative effect of €-161 thousand in consolidated earnings before interest and taxes.

Despite the downturn in revenue, strict cost management meant that the Group recorded positive consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) in the amount of €2.9 million (previous year: €8.7 million).

Write-downs of non-current assets declined year-on-year to €2.6 million (previous year: €4.2 million).

All in all, these effects resulted in consolidated earnings before interest and taxes (EBIT) of €-1.7 million. Adjusted for extraordinary negative effects, however, the Group generated positive consolidated operating EBIT of €0.3 thousand.

As a result of the rise in financial expenses (including refinancing expenses), consolidated earnings before taxes (EBT) were negative at 30 September 2009, amounting to €-4.6 million (previous year: €-3.9 million). The tax rate was 28.4%. These effects meant that consolidated earnings after minority interests were also clearly negative at €-3.4 million (previous year: €-1.2 million). This corresponds to earnings per share of €-0.76.

Net assets

Masterflex AG's asset position decreased by 14.9% between yearend 2008 and 30 September 2009, with total assets amounting to €86.4 million (31 December 2008: €101.5 million). There were no significant changes to the consolidated balance sheet compared with the end of 2008.

Non-current financial assets declined by €1.2 million to €3.5 million, largely as a result of the decrease in loans.

Current assets reflected the success of the measures aimed at improving liquidity by reducing inventories, which decreased by €3.7 million as against 31 December 2008.

Cash in hand amounted to €8.3 million at 30 September, down €2.8 million on the previous year. This was due to the use of cash in hand – which was as high as €15.5 million after the first half of the year – to effectively reduce the Group's debt.

At 13.1%, the equity ratio was 10.3% lower than the figure of 14.6% at 31 December 2008.

Non-current financial liabilities had already fallen at the end of the 2008 financial year. This was primarily due to the reclassification from non-current to current liabilities, as well as the scheduled repayment of amortising loans and lease liabilities. The successful reduction in net debt is reflected in the level of current liabilities, which we have cut by €8.7 million since the start of the year.

Taking into account the cash and cash equivalents at the balance sheet date, net debt (financial liabilities less cash and cash equivalents) fell by a further €6.3 million to €51.7 million.

Financial position

The consolidated cash flow statement for the first nine months of 2009 only includes continuing operations, whereas the statement for the same period of the previous year included both continuing and discontinued operations.

The Group generated a positive cash flow from operating activities of €3.6 million as of 30 September 2009, the majority of which was attributable to the core High-Tech Hose Systems business unit. This shows that the Group's strategy of focusing on its core business is the right one, including from an economic perspective.

Human resources report

The Group had a total of 678 employees at 30 September 2009, down 9.8% on the same period of the previous year. This was primarily due to significant adjustments in the Advanced Material Design business unit.

Some locations are still operating on reduced working hours in order to cushion the impact of the economic crisis and to avoid redundancies to the greatest possible extent.

There have been changes in the Executive Board and the Supervisory Board in 2009. Mr. Mark Becks has been the Chief Financial Officer of Masterflex AG since 1 June 2009. He succeeded Mr. Ulrich Wantia, who stepped down from this position with effect from 15 May 2009. Mr. Georg van Hall was appointed to the Supervisory Board on 11 August 2009 as the successor to Mr. Detlef Herzog.

Research and development, investment

There were no significant changes in the period under review compared with the disclosures in the 2008 Annual Report.

Report on post-balance sheet date events

Significant events after the end of the reporting period

On 19 October 2009, Masterflex AG signed an agreement on the sale of its subsidiary Angiokard Medizintechnik GmbH & Co. KG.

In accordance with International Financial Reporting Standards (IFRS), a non-recurring, non-cash write-down in the amount of €3.5 million must be recognised.

The agreement was concluded subject to the usual conditions, e.g. approval by the anti-trust authorities, with closing expected by the end of 2009.

Risk report

A detailed presentation of the risk management system and a discussion of the potential risks affecting the Group can be found in the 2008 Annual Report. The general information contained therein remains essentially unchanged.

Due to the unplanned write-down that has become necessary as a result of the sale of Angiokard Medizintechnik GmbH & Co. KG, the Executive Board of Masterflex AG has resolved to conduct a special review of the equity situation for all of the companies that could potentially be deconsolidated over the coming years.

Outlook

The sale of Angiokard Medizintechnik GmbH & Co. KG has expanded the scope of action available to Masterflex AG. We can now return to a stronger focus on the operational and strategic expansion of our core business. Our aim is to be the international leader in our defined specialist markets.

To this end, we intend to further expand our impressive innovative capacity with new product types, with a particular focus on new materials and applications. In 2010, we will launch around a dozen new products on the market. At the same time, we intend to press ahead with our globalisation strategy. We remain underrepresented or not represented at all in a number of countries. The development of the Scandinavian market, which began in spring 2009, and our highly encouraging performance in the USA serve to underline our international growth potential and the validity of the measures we have implemented.

The funds from the sale of Angiokard Medizintechnik GmbH & Co. KG and the positive cash flow from our profitable core High-Tech Hose Systems business unit will be used for the systematic reduction of our debt and the continued expansion of our core business with the aim of returning to the success we enjoyed in previous years. The further schedule of measures for the strategic reorientation of Masterflex AG includes examining the sale of additional non-core activities. We currently foresee an implementation period of up to two years.

At the same time as pressing ahead with our core business, we are developing a sustainable structured financing concept in close cooperation with our financing partners. As reported previously, we intend to achieve this by 2010, during which time our strong operating performance will continue to be impacted by restructuring and consulting costs. We still expect to generate positive operating consolidated earnings before interest and taxes for 2009 as a whole, albeit at a low level and not without risk. Assuming the economic environment continues to improve, earnings should increase in the coming year even though the restructuring will not yet be complete.

Dear shareholders, the restructuring of Masterflex AG will take time and is presenting our Company with extensive challenges. However, the results generated thus far, some of which have been achieved extremely quickly, show that we have successfully laid the groundwork for the desired future development. Accordingly, the Executive Board of Masterflex AG is extremely confident that we will return to our path of success.

The Masterflex share

Masterflex AG's share price performance has been at a low level in 2009. On the whole, Masterflex's shares significantly outperformed the DAX and SDAX benchmark indices at times during the first quarter of 2009. However, the announcement of the Company's results for 2008 – which were marked by extensive write-downs and the restructuring of corporate financing that had not been completed at that time – halted this trend at the end of April 2009. In the second quarter, the Company's shares hit several new lows. Following the announcement of the loan extension by the banks on 10 July 2009, the share price stabilised at around €4.00 with some minor fluctuations. The share price increased by 7.77% (Xetra) in response to the sale of Angiokard, but remained around the €4.00 mark.

The upside potential of Masterflex's shares lies in the strong growth prospects offered by the core High-Tech Hose Systems business unit, with opportunities including our innovative capacity, the potential of our high-tech materials and our internationalisation strategy. Accordingly, the primary objective of our investor relations activities is to communicate the Group's potential and performance despite the considerable restructuring expenses and to outline in a transparent manner the measures necessary to restore Masterflex AG to a wellcapitalised enterprise.

Annual General Meeting 2009

The Annual General Meeting was held on 11 August 2009 at Schloss Horst in Gelsenkirchen. The results of the votes taken can be viewed in the Investor Relations/Annual General Meeting section of our website at www.masterflex.de.

The Annual General Meeting elected Mr. Georg van Hall, certified auditor and tax advisor, as a new member of the Supervisory Board. With this move, Masterflex AG has appointed a financial expert to the Supervisory Board in accordance with the requirements of the German Accounting Law Modernisation Act, which came into force on 29 May 2009. Under this legislation, the supervisory boards of capital market-oriented stock corporations must include an independent member with expert knowledge in the fields of accounting and auditing.

Masterflex AG Financial Calendar 2009

30 April Financials press conference,
presentation of 2008 Annual Report,
Düsseldorf
30 April DVFA
analysts' conference, Frankfurt
14 May Interim report I/2009
11 August Annual General Meeting, Gelsenkirchen
11 August Interim report II/2009
5 November Interim report III
/2009
11 November German Equity Forum, Frankfurt

Notes to the Interim Financial Statements (First Nine Months of 2009)

1. Accounting principles

This interim report was prepared in accordance with the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) promulgated by the International Accounting Standards Board (IASB), and conforms to the Company's accounting principles as outlined below. It was prepared using the same accounting policies as the consolidated financial statements for the year ended 31 December 2008 and the report on the first half of 2009.

2. Basis of consolidation

There have been no changes in the basis of consolidation compared with 31 December 2008 and the first half of 2009.

3. Dividend

Masterflex AG did not pay a dividend for the 2008 financial year.

4. Segment reporting

The following segment reporting is based on IFRS 8 "Operating Segments", which defines the requirements for the reporting of segment results. Masterflex AG has four business units: High-Tech Hose Systems, Mobility, Medical Technology and Advanced Material Design.

Segment reporting HTS
High-Tech
Hose
Systems
Mobility MT
Medical
Technology
September 30, 2009 EUR thou. EUR thou. EUR thou.
Revenue 27,521 4,528 13,342
Earnings (EBIT) 2,959 -122 859
Investments in property, plant and
equipment and intangible assets
617 87 128
Assets 35,353 5,714 13,510
Depreciation and amortisation 1,615 67 214
Liabilities 8,543 1,496 1,020
Segment reporting HTS
High-Tech
Hose
Mobility MT
Medical
Technology
September 30, 2008 Systems
EUR thou.
EUR thou. EUR thou.
Revenue 35,842 2,387 13,463
Earnings (EBIT) 6,286 -522 -155
Investments in property, plant and
equipment and intangible assets
2,362 333 69
Assets 39,935 7,647 13,515
Depreciation and amortisation 2,560 45 1,183

5. Earnings per share

In accordance with IAS 33, basic earnings per share is calculated by dividing the consolidated net profit for the period by the weighted average number of shares outstanding during the period under review. At 30 September 2009, the basic earnings per share from continuing operations and from continuing and discontinued operations amounted to €-0.76 based on a weighted average number of shares of 4,365,874.

Since the Company does not operate a stock option plan, it is not necessary to calculate diluted earnings per share.

6. Treasury shares

As at 30 September 2009, Masterflex AG held a total of 134,126 treasury shares.

Group Reconci
liation
Segment
totals
AMD
Advanced
Material Design
EUR thou. EUR thou. EUR thou. EUR thou.
53,988 0 53,988 8,597
-1,718 -3,269 1,551 -2,145
868 0 868 36
86,350 17,457 68,893 14,316
2,617 0 2,617 721
75,065 59,841 15,224 4,165
Group Reconci
liation
Segment
totals
AMD
Advanced
Material Design
EUR thou. EUR thou. EUR thou. EUR thou.
103,355 0 67,633 15,941
7,152 -1,361 5,570 -39
3,405 0 3,187 423
131,438 19,121 82,924 21,827
4,338 0 4,220 432

7. Employees

The Group had a total of 678 employees at 30 September 2009, down 9.8% on the same period of the previous year (752 employees).

8. Income tax expense

Income tax expense in this interim report is determined on the basis of the estimated effective tax rate for Masterflex AG for the 2009 financial year as a whole, which is applied to the pre-tax profit for the quarter. The effective tax rate is based on current earnings and tax forecasts.

9. Related party disclosures

Masterflex AG and the companies included in the consolidated financial statements conducted material transactions with the following related parties within the meaning of IAS 24:

MODICA Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Masterflex KG, Gelsenkirchen.

The Group also has a subordinated receivable of €2,052 thousand from a member of the Supervisory Board, a former member of the Supervisory Board and a major shareholder.

Information on these related parties can be found in the 2008 Annual Report in section 38 (page 118) of the notes to the consolidated financial statements. There were no changes to this information during the period under review.

10. Review of the half-yearly report

The interim report for the first nine months of 2009 has not been audited in accordance with section 317 of the German Commercial Code or reviewed by an auditor.

November 2009

Dr. Andreas Bastin Mark Becks

Chief Executive Officer Member of the Executive Board

Interim Financial Statements

Consolidated Balance Sheet

Assets September 30,
2009*
December 31,
2008
Noncurrent
assets
EUR thou. EUR thou.
Intangible assets 14,539 14,633
Concessions, industrial and similar rights 1,478 1,613
Development costs 2,131 2,054
Goodwill 10,533 10,533
Advance payments 397 433
Property, plant and equipment 27,094 28,701
Land, land rights and buildings 12,983 13,309
Technical equipment and machinery 9,196 9,993
Other equipment, operating and office
equipment
3,874 4,521
Advance payments and assets under
development
1,041 878
Noncurrent financial assets 3,489 4,729
Noncurrent financial instruments 216 253
Other loans 3,273 4,476
ther assets 900 900
Deferred taxes 5,381 3,431
51,403 52,394
Current
assets
Inventories 17,385 21,114
Row materials and consumables used 8,419 10,277
Work in progress 4,281 5,224
Finished products and goods purchased
and held for sale
4,613 5,559
Advance payments 72 54
Prepaid expenses 396 601
Receivables and other assets 8,579 14,133
Trade receivables 7,377 7,421
Other assets 1,202 6,712
Income tax assets 325 2,221
Cash in hand and bank balances 8,262 11,012
34,947 49,081
Total Assets 86,350 101,475
Equity and liabilities September 30,
2009*
EUR thou.
December 31,
2008
EUR thou.
Shareh
olders
´equit
y
Consolidated equity 11,101 14,644
Subscribed capital 4,366 4,366
Capital reserve 17,521 17,521
Retained earnings -9,284 -5,885
Revaluation reserve -614 -611
Exchange differences -888 -747
Minority interest 183 196
Total equity 11,284 14,840
Noncurrent
liabi
lities
Provisions 1,315 1,263
Noncurrent financial liabilities 21,165 21,536
Prepaid expenses 2,359 2,817
ther current liabilities 0 111
Deferred taxes 1,753 1,665
26,592 27,392
Current
liabi
lities
Provisions 3,050 3,539
Current financial liabilities 38,835 47,544
Prepaid expenses 522 231
Income tax liabilities 367 516
ther current liabilities 5,700 7,413
Trade payables 3,492 4,780
Other current liabilities 2,208 2,633
48,474 59,243
Total Equity and liabilities 86,350 101,475

Consolidated Income Statement

Continued business units 01.01.–
30.09.2009*
EUR thou.
01.01.–
30.09.2008*
EUR thou.
1. Revenue 53,988 67,632
2. Changes in inventories of finished
goods and work in progress
-1,498 950
3. Work performed by the enterprise
and capitalised
121 220
4. Other operating income 802 863
Gross profit 53,413 69,665
5. Costs of materials -23,628 -30,857
6. Staff costs -18,151 -20,206
7. Depreciations -2,617 -4,221
thereof valuation allowances 0 -1,952
8. Other expenses -10,735 -10,164
thereof restructuring costs -2,018 -274
9. Financial result
Financial expense -2,963 -2,516
Other financial result 93 -5,609
thereof valuation allowances 0 -6,088
10. Earnings before taxes -4,588 -3,908
Income tax expense 1,259 1,144
11. Earnings after taxes from
continued business units
-3,329 -2,764
Discontinued business units
12. Earnings after taxes from
discontinued business units
0 1,675
13. Group net income -3,329 -1,089
14. thereof minority interests 97 71
15. thereof attributable to shareholders
of Masterflex AG
-3,426 -1,160
Earnings per share (diluted and
non-diluted)
from continued business units -0.76 -0.65
from discontinued business units 0.00 0.38
from continued and discontinued
business units
-0.76 -0.27
Continued business units 01.07.–
30.09.2009*
EUR thou.
01.07.–
30.09.2008*
EUR thou.
1. Revenue 17,402 22,069
2. Changes in inventories of finished
goods and work in progress
-333 710
3. Work performed by the enterprise
and capitalised
18 61
4. Other operating income 262 208
Gross profit 17,349 23,048
5. Costs of materials -7,604 -10,543
6. Staff costs -5,904 -6,719
7. Depreciations -868 -767
thereof valuation allowances 0 0
8. Other expenses -3,235 -3,120
thereof restructuring costs -490 -212
9. Financial result
Financial expense -1,107 -904
Other financial result 32 111
thereof valuation allowances 0 -23
10. Earnings before taxes -1,337 1,106
Income tax expense 376 -320
11. Earnings after taxes from
continued business units
-961 786
Discontinued business units
12. Earnings after taxes from
discontinued business units
0 1,091
13. Group net income -961 1,877
14. thereof minority interests 13 37
15. thereof attributable to shareholders
of Masterflex AG
-974 1,840
Earnings per share (diluted and
non-diluted)
from continued business units -0.22 0.17
from discontinued business units 0.00 0.25
from continued and discontinued
business units
-0.22 0.42

Consolidated Cash Flow Statement

Cash Flow September 30,
2009*
EUR thou.
September 30,
2008*
EUR thou.
Result for the accounting period before taxes,
interest income and financial income
-1,815 -267
Income tax paid -907 -2,901
Depreciation expense for property, plant and
equipment and intangible assets
2,627 4,338
Change in provisions -437 -387
Other non-cash expenses/income and
gains/losses from the disposal of property, plant
and equipment and intangible assets
-71 -67
Changes in inventories 3,729 -3,443
Changes in trade receivables and other assets
that cannot be allocated to investment or
financing activities
2,482 5,228
Changes in trade payables and other equity and
liabilities that cannot be allocated to investment
or financing activities
-2,025 3,822
Net cash from operating activities 3,583 6,323
Proceeds from the disposal of property,
plant and equipment and intangible assets
83 46
Payments to acquire intangible assets -868 -4,895
Proceeds from the sale of
consolidated subsidiaries
5,100 0
Proceeds from the repayment of financial assets 1,200 0
Net cash from/used in investing activities 5,515 -4,849
Payments to owners and minority interests
(dividends, purchase of own shares)
-110 -3,671
Interest and dividend receipts 79 127
Interest expenditure -2,661 -3,103
Proceeds from the sale of term
deposits/securities
65 63
Proceeds from raising loans 386 5,885
Payments for the repayment of loans -9,466 -1,407
Net cash from/used in financing activities -11,707 -2,106
Net change in cash and cash equivalents -2,609 -632
Changes in cash and cash equivalents due to
exchange rates and other factors
-141 -541
Cash and cash equivalents at start of period 11,012 5,895
Cash and cash equivalents at the end of period 8,262 5,804

Consolidated Statement of Changes in Equity

Subscribed
capital
Capital
reserve
Retained
earnings
(retained
profits
brought
forward)
EUR thou. EUR thou. EUR thou.
Equity at Dec. 31, 2008 4,366 17,521 -5,885
Net profit 0 0 -3,426
Changes in fair values of
financial instruments
0 0 0
Currency translation gains/losses
from translation of foreign
financial statements
0 0 0
Dividend distributions 0 0 0
Other changes 0 0 27
Equity at September 30, 2009 4,366 17,521 -9,284
Equity at Dec. 31, 2007 4,366 17,521 14,756
Net profit 0 0 -1,160
Changes in fair values of
financial instruments
0 0 0
Currency translation gains/losses
from translation of foreign
financial statements
0 0 0
Dividend distributions 0 0 -3,493
Other changes 0 0 4
Equity at September 30, 2008 4,366 17,521 10,107
Total Minority
interest
Exchange
differences
Revaluation
reserve
EUR thou. EUR thou. EUR thou. EUR thou.
14,840 196 -747 -611
-3,329 97 0 0
-3 0 0 -3
-141 0 -141 0
-110 -110 0 0
27 0 0 0
11,284 183 -888 -614
34,772 797 -2,492 -176
-1,011 149 0 0
-271 0 0 -271
541 0 541 0
-3,671 -178 0 0
4 0 0 0
30,364 768 -1,951 -447

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Masterflex AG

Willy-Brandt-Allee 300 D-45891 Gelsenkirchen

fon +49 209 970770 fax +49 209 9707733 mail [email protected] www.masterflex.de/com