AI assistant
Masterflex SE — Interim / Quarterly Report 2011
Nov 16, 2011
276_10-q_2011-11-16_0f1adf08-592d-4489-8696-5b5d5a0c3f90.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Quarterly FinanciaL Report 3/2011
Masterflex at a glance
Highlights in the first nine months
| Strategic development |
|---|
| Continued internationalisation in Russia, Brazil and the Czech Republic |
| Preparation for market entry in Asia |
| Expansion of clean room production capacities for medical components |
| September 30,2011 | |
|---|---|
| Consolidated revenue (EUR thou.) | 40,098 |
| EBITDA (EUR thou.) | 7,838 |
| EBIT (EUR thou.) | 5,855 |
| EBT (EUR thou.) | 4,201 |
| Earnings from continued business units (EUR thou.) |
2,730 |
| Earnings/loss from discontinued business units (EUR thou.) |
-145 |
| Consolidated net income/loss (EUR thou.) | 2,381 |
| Earnings per share (EUR) | |
| from continued business units | 0.28 |
| from discontinued business units | -0.01 |
| from continued and discontinued business units |
0.27 |
| EBIT-Margin | 14.6% |
| Number of employees | 461 |
| September 30,2011 | |
| Consolidated equity (EUR thou.) | 14,542 |
| Consolidated total assets (EUR thou.) | 52,818 |
| Consolidated equity ratio | 27.5% |
| Operating trends |
|---|
| Strong demand for high-tech connector systems |
| Substantial earnings growth |
| Sale of all Mobility activities completed |
| Equity ratio now more than 27.5% |
| September 30,2010 | Change in % | |
|---|---|---|
| 34,573 | 16.0% | |
| 6,495 | 20.7% | |
| 4,729 | 23.8% | |
| 418 | 905.0% | |
| 104 | 2525.0% | |
| -5,872 | ||
| -5,876 | ||
| 0.00 | ||
| -1.35 | ||
| -1.35 | ||
| 13.7% | ||
| 386 | 19.4% | |
| December 31,2010 | Change in % | |
| 12,213 | 19.1% | |
| 65,416 | -19.3% | |
| 18.7% |
| Masterflex at a glance |
2 |
|---|---|
| Highlights in the first nine months | 2 |
| Foreword by the CEO | 5 |
| Interim Management Report |
7 |
| Group structure and business activities | 7 |
| Market and competition | 7 |
| Business development in the first three quarters of 2011 | 8 |
| Internationalisation |
8 |
| Innovation |
9 |
| Results of operations, net assets and financial position | 9 |
| Results of operations |
9 |
| Net assets | 10 |
| Financial position |
11 |
| Employees | 11 |
| Research and development | 12 |
| Events after the reporting period | 12 |
| Opportunity and risk report | 12 |
| Outlook | 13 |
| The Masterflex share |
14 |
| Financial calendar |
15 |
| Notes to the interim report | |
| (First nine months of 2011) | 16 |
| Interim Financial Statements | 24 |
| Consolidated balance sheet | 24 |
| Statement of Income and Accumulated Earnings | 26 |
| Consolidated Cash Flow Statement |
28 |
| Consolidated Statement of Changes in Equity | 30 |
Performance to date in the first year after the completion of our restructuring has been good. Demand for our high-tech connector systems remains high. Revenue growth of 16% reflects not only the intensification of our sales activities, but also our comparative lack of dependence on economic developments. And our business model is profitable, as our EBIT margin of 14.6% demonstrates.
However, consumer confidence, that is so important for the economy has been
subject to significant fluctuations: while economic performance and the general sentiment were practically effervescent at the start of the year, the situation has since normalised ever in light of the increasing government debt crisis and continued political rescue efforts. In hindsight, our conservative approach in estimating our results for the year as a whole has proven correct: our forecast for 2011 was and remains valid.
Our net profit allowed us to further strengthen our equity ratio. Although it is still less than a year after we completed our Group restructuring, the current equity ratio of 27.5% means we are not far from our target of 30%. With our debt being reduced at the same time, this is not only improving Masterflex's credit rating, but will also have a positive impact on our future income statement due to the nominal reduction in liabilities and improved interest conditions.
Our business model is being rewarded by the capital markets. Masterflex's share price has risen by a good 36% since the start of the year, thereby significantly outperforming the market as a whole (S-DAX: -17%). Our shares are suitable for investors looking for an inflationproof, growth-oriented and future-oriented investment.
5
Our entire team was delighted to be recognised as "Turnarounder of the Year 2011" in the category of "Companies with up to 500 employees", an award that was presented to me by the audit firm BDO and Impulse Magazine in September 2011 in honour of our successful restructuring. The independent experts recognised the excellent performance of the Masterflex Group's management and its entire workforce over the past three years in overcoming its crisis. At the same time, this formally draws a line under the past, which was not always successful for shareholders.
We are now fully focused on the growth of the Masterflex Group. We have systematised our innovation process internally in order to remain the technological leader with further new customer-oriented products. We are pressing ahead with our internationalisation in a targeted manner and have been intensively preparing our entry into the Asian markets for some time. Success in this area requires good preparation and a structured approach.
To put it succinctly: We want to continue to grow profitably. Dear shareholders, we look forward to you accompanying us on this journey!
Gelsenkirchen, 4 November 2011
Dr Andreas Bastin Chief Executive Officer
Interim Management Report
Group structure and business activities
Masterflex AG is a global specialist in the development and production of high-quality hoses and connector systems using high-tech plastics and fibres. Essentially, Masterflex's products are developed in house and are developed, produced and sold for a vast range of industrial and medical applications.
The main production sites of the international company with twelve significant subsidiaries are located in Gelsenkirchen, Halberstadt, Norderstedt and Houston (USA). In addition, Masterflex has branches or sales partnerships at various sites in Europe and America. In the first three quarters of 2011, the sales locations in Brazil and Russia that were established in the previous year began to generate significant revenues for the first time.
In 2010, Masterflex successfully completed the far-reaching restructuring process it began in 2008 and is now concentrating again on its core business of high-tech hose systems (HTS).
The activities of the former Mobility unit that remained at the start of 2011 have been sold in full in the course of the year.
The Advanced Material Design business unit, which was still part of the Masterflex Group in the comparable period of the first nine months of 2010, was sold in August 2010 and the previous year's figures adjusted accordingly.
Market and competition
In 2011 to date, manufacturing continued to move on a stable growth path in the countries and regions important for Masterflex. Since the turbulence has returned to the capital markets, our business partners have become notably more uncertain with regard to the future course of business; despite this, however, we have yet to see a significant downturn in our order volume.
7
The revenue growth of 16% reflects not only our intensified sales activities with an increased workforce, but also the Masterflex Group's comparative lack of dependence on the economy as a whole and its extremely broad customer structure. Our clients come from sectors such as mechanical engineering, aviation, the automotive industry, energy, food, pharmaceuticals and medicine.
Business development in the first three quarters of 2011
So far, the first financial year since our focus on high-tech hose and connector systems has progressed in excess of forecasts. We enjoyed extremely lively demand until spring, although this situation calmed towards summer due to holidays, among other factors. In the first nine months, consolidated revenue totalled EUR 40.1 million, up a good EUR 5.5 million (16%) year-on-year.
Our subsidiary Fleima-Plastic GmbH moved into new production facilities in Wald-Michelbach im Odenwald in August 2011. The new facilities, which include a clean room, are twice the size of the company's former location, meaning that the subsidiary – which is focused on medical components – has the opportunity to significantly expand its business activities.
Injection moulding production of medical components at the new Fleima-Plastic GmbH plant in Wald-Michelbach
Internationalisation
At the end of last year, Masterflex expanded its international presence with branches in the BRIC countries Brazil and Russia. Notable incoming orders and revenue have now been recorded as a result. Sales activities in the USA and Eastern Europe have also been intensified. In the summer, local direct sales activities were launched in the Czech Republic with a view to better addressing the positive economic development in the region. We are also currently intensively preparing to enter the Asian market.
Innovation
The templine heated hose system that was introduced to the market at the turn of the year has received a positive response thanks to its ability to be employed as an excellent problem-solver in a wide range of situations. In the period under review, additional templine product variant were launched, including heated hoses with a diameter of up to DN 50 or a load-bearing capacity in excess of 200 bar. Further pilot projects are currently in the implementation phase. As well as attracting new customers in our established target markets, this product family is allowing us to address industries that were not previously on Masterflex's radar.
Another innovation in 2011 – together with our materials manufacturer – is the development of smooth hoses and profiles made of modified POM (polyoxymethylene), which offers product features that are at least as good as the polyamide (PA) that was previously used. Modified POM is a traditional material that has been little used to date but that, unlike PA, offers the advantage that its base materials are currently available. This ensures generally stable prices, which are currently no longer guaranteed for PA materials.
Further innovations are in our development department's pipeline.
Results of operations, net assets and financial position
Results of operations
Revenue across the Group increased by 16% in the first nine months of 2011 to total EUR 40.1 million. This development is attributable in particular to higher demand as a result of general economic development and our growth measures of internationalisation and innovation. Price and currency effects did not play a significant role.
Total operating performance developed to an above-average extent, increasing by 17.4% to EUR 41.1 million. The inventory of finished and semi-finished products was reduced in the same period of the previous year in order to decrease the capital tied up in operations. In 2011, the first year after the successful restructuring, inventories were increased again due to strong demand.
Consolidated earnings before interest, taxes, depreciation and amortisation (EBITDA) increased to EUR 7.8, up 20.7% from the first nine months of 2010. This was primarily due to the significant revenue growth in the period under review.
Owing to the increased revenue together with the global rise in commodity prices and the associated slightly higher materials usage rate (30.4%; previous year: 29.8%), the cost of materials climbed to EUR 12.2 million. Staff costs amounted to EUR 13.4 million, with the ratio of staff costs to sales decreasing slightly year-on-year to 33.4% (previous year: 33.8%). Other expenses rose by 16.7% to EUR 7.6 million as a result of the accelerated internationalisation and growth. Depreciation for the first nine months amounted to EUR 2.0 million.
EBIT increased by 23.8% to EUR 5.9 million. The EBIT margin for the first three quarters was 14.6%. This reflects the high profitability of business with high-tech hoses. Consolidated earnings amounted to EUR 2.4 million (previous year: EUR ‑5.9 million). Earnings per share improved to EUR 0.27.
Net assets
As at 30 September 2011, non-current assets declined slightly to EUR 33.0 million (31 December 2010: EUR 34.0 million).
There were shifts between the balance sheet items of technical equipment and machinery and advance payments and assets under development due to the completion of machinery and tools. Deferred taxes also decreased to EUR 5.4 million as a result of the positive earnings situation.
By contrast, current assets fell sharply by 36.9% to EUR 19.8 million. This was primarily due to the use of cash and cash equivalents to repay financial liabilities. Cash in hand and bank balances declined from EUR 14.4 million (31 December 2010) to EUR 4.1 million as at 30 September 2011.
Assets held for sale decreased to EUR 0.1 million due to the deconsolidation of the former business unit (Mobility). This was offset by liabilities of EUR 1.0 million (31 December 2010: EUR 4.4 million) relating to warranty provisions for the sales processes for the former business units, among other things.
Total assets fell by 19.3% to EUR 52.8 million at the end of the third quarter, largely as a result of the use of cash and cash equivalents to repay liabilities.
Financial position
Equity and liabilities were characterised by two opposing developments. Debt was reduced to an above-average extent, with current and non-current liabilities falling by 31.4% and 26% respectively. At the same time, equity rose by a good 19% to EUR 14.5 million as of 30 September 2011 due to the net profit for the period. This corresponds to a satisfactory equity ratio of 27.5%.
As mentioned under assets, cash and cash equivalents were used to repay both non-current liabilities (30 September: EUR 21.4 million) and current liabilities (reporting date: EUR 5.4 million). As a result of the decreasing debt and the covenants of the long-term syndicated loan agreement, additional positive effects are to be expected in interest expense in future periods.
Employees
The Masterflex Group has created a number of new jobs as part of its growth strategy. As at 30 September 2011, the number of employees in the Group increased by 19.4% year-on-year to 461. In addition to the increase in staff due to production and revenue factors, one-third of the new employees work at foreign companies in Brazil, Russia, the USA and the Czech Republic, reflecting the Group's international growth strategy.
Research and development
With the templine hose systems, a key R&D project was brought to market maturity at the turn of the year 2010/2011 and taken up in sales.
In addition, around the middle of the year hoses made of modified POM were developed and launched on the market as a sustainable and more efficient alternative to conventional PA products. Further R&D projects are ongoing. As of 30 September 2011, there were no further significant changes against the statements made in the 2010 Group management report.
Events after the reporting period
The legal dispute between Masterflex AG, a bank, senior shareholders and the D&O insurance company regarding the claims for damages from the interest rate swap agreement terminated in 2009 was ended in November 2011. On the basis of out-of-court agreement, Masterflex receives an additional amount of EUR 2.7 million. After settlements of claims, this results in non-operating income of EUR 0.9 million. These liquid funds will be used to further reduce the Group's debt.
There were no further events after the balance sheet date affecting net assets, financial position and results of operations.
Opportunity and risk report
There were no changes to the opportunity and risk situation as described in the 2010 Group report.
Outlook
Economic development has calmed in the course of 2011. Although the order situation and estimates by the company and economic research institutes at the start of the year suggested stronger growth, sentiment deteriorated somewhat towards the middle of the year. There was a slowdown in the momentum of global growth, with Asia, Australia and the USA recently reporting lower growth rates. In Germany and the euro zone, the fundamental upward trend remains intact, albeit with a flatter growth path.
Masterflex will continue its growth strategy based on the continued structured internationalisation of its business and a broader, more economically independent customer base.
The key statements of the report on expected developments in the 2011 Group management report remain valid.
For 2011 as a whole, the Masterflex Group is forecasting revenue of EUR 50–51 million and EBIT in excess of EUR 7.0 million, resulting in an EBIT margin of 14%. The Company is also expecting to record an extremely positive consolidated net profit for the period.
This means that Masterflex is again confirming the forecasts it made in its 2010 annual financial statements. This reflects the above-average performance in the first quarter as well as the calmer business that followed during the summer months, with a subsequent upturn towards autumn. Start-up costs for the internationalisation process are also taken into account, as is the price pressure for raw materials which can only be passed on in sales to a limited extent or with a time lag.
Thanks to its leading technological position and the international presence it has since achieved, Masterflex has a very solid foundation for future, profitable growth. Intensive preparations for entering the Asian market are currently in progress. All of the burdens from the past restructuring have been recognised in the balance sheet. This means that Masterflex has created the best conditions for making 2011 an extremely successfully financial year.
The Masterflex share
Share development in the first three quarters of 2011
In the first nine months of 2011, Masterflex's share price developed extremely positively, rising by 36.5%. This is all the more impressive considering the performance of the market as a whole: the S-DAX fell by 17% in the year to 30 September, while the DAX declined by as much as 21%. Masterflex's successful restructuring and its sustained profitable business with high-tech hose systems convinced the markets. In the turbulence in the summer – primarily in August – the share price fell to EUR 4.69, before recovering significantly to close the quarter at EUR 5.76.
The trading range in the first nine months of the year was EUR 3.77 to EUR 6.84, narrowing to a range of EUR 4.69 to EUR 5.76 in the third quarter of 2011. In 2011 to date, liquidity has increased significantly year-on-year, with the average daily trading volume amounting to 11,734 shares – a substantial improvement on the prior-year level of 3,663 shares. Among other things, this was due to the admission to trading in June 2011 of 4,365,874 new bearer shares resulting from the capital increase in 2010. Since this date, all of the shares have been traded under the same securities identification number (549 293).
Financial calendar 2011
| 28 April | Financials press conference, presentation of 2010 annual report, Düsseldorf |
|---|---|
| 28 April | DVFA analysts' conference, Frankfurt/Main |
| 12 May | Interim report I/2011 |
| 28 June | Annual General Meeting, 11:00 a.m., Gelsenkirchen |
| 11 August | Interim report for first half of 2011 |
| 29 August | DVFA Small Cap Conference, Frankfurt/Main |
| 15 November | Interim report III /2011 |
| 21–23 November | German Equity Forum, Frankfurt/Main |
| 7–8 December | Munich Capital Market Conference |
Notes to the interim report (First nine months of 2011)
1. Accounting principles
This interim report was prepared in accordance with the International Financial Reporting Standards (IFRS) as they are to be applied in the EU and the 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 2010.
2. Basis of consolidation
The basis of consolidation has changed in comparison with the previous year. Clean Air Bike GmbH, Berlin, and Velodrive GmbH, Herten, which were included in the consolidated financial statements for the previous year, were sold and deconsolidated on 20 April 2011.
| Company name | Company headquarters |
Equity interest held by Masterflex (%) |
|
|---|---|---|---|
| Masterflex S. A. R. L. | F | Béligneux | 80 |
| Masterflex Technical Hoses Ltd. | GB | Oldham | 100 |
| Masterduct Holding Inc.* | USA | Houston | 100 |
| - Flexmaster USA, Inc. | USA | Houston | 100* |
| - Masterduct Inc. | USA | Houston | 100* |
| - Masterduct Holding SA Inc. |
USA | Houston | 100* |
| - Masterduct Brazil LTDA. | BR | Santana de Parnaiba |
100* |
| Novoplast Schlauchtechnik GmbH | D | Halberstadt | 100 |
| Fleima-Plastic GmbH | D | Mörlenbach | 100 |
| Masterflex Handelsgesellschaft mbH | D | Gelsenkirchen | 100 |
| Masterflex Cesko s.r.o. | CZ | Plana | 100 |
| M & T Verwaltungs GmbH* | D | Gelsenkirchen | 100 |
| - Matzen und Timm GmbH | D | Norderstedt | 100* |
| Masterflex RU S |
RU S |
St. Petersburg | 51 |
| Masterflex Scandinavia AB | S | Kungsbacka | 100 |
| SURPRO Verwaltungsgesellschaft mbH |
D | Gelsenkirchen | 100 |
| Masterflex Mobility GmbH* | D | Herten | 100 |
| - HyPower GmbH | D | Herten | 100* |
*) = subgroup
3. Company sales/discontinued business units
Masterflex AG sold its equity investments in Clean Air Bike GmbH, Berlin, and Velodrive GmbH, Herten, with effect from 20 April 2011. The assets and liabilities attributable to the Mobility Group were already reported separately as available for sale in the consolidated balance sheet as at 31 December 2010. The carrying amount of the net assets belonging to the disposal group exceeded the expected gain on disposal less ancillary costs to sell at the end of 2010, meaning that an impairment loss of EUR 1,155 thousand was recognised when reclassifying the business unit as held for sale. Accordingly, no further impairment was incurred as a result of the sale. Further details of the sale are shown below.
The assets of Masterflex Brennstoffzellentechnik GmbH were sold as part of an asset deal with effect from 30 September 2011. The GmbH shell remains with Masterflex AG as HyPower GmbH. All of the activities sold belonged to the Mobility unit, which has been reported as a discontinued business unit since the decision on discontinuation was taken in 2010. As all of the resulting effects were recognised in the 2010 annual financial statements, the sale and deconsolidation of the activities did not lead to any further burden for Masterflex.
| Sept. 30,2011 EUR thou. | ||
|---|---|---|
| Current assets | ||
| Cash | 39 | |
| Trade receivables | 879 | |
| Inventories | 2,293 | |
| Other | 169 | |
| Current liabilities | ||
| Liabilities | 3,595 | |
| Net assets sold | -215 | |
| Gain on disposal | 1,065 | |
| Total | 850 |
Carrying amount of net assets sold
Sale price
| Sept. 30, 2011 EUR thou. | ||
|---|---|---|
| Sale price settled in cash | 850 |
Net cash inflow from sale
| Sept. 30, 2011 EUR thou. | ||
|---|---|---|
| Sale price settled in cash | 850 | |
| Less: cash issued on sale | -39 | |
| Total | 811 |
The result components from the discontinued business unit included in the statement of income and accumulated earnings are shown below. The comparative prior-year figures for results and cash flows from discontinued business units contain components from the Mobility Group and SURPRO GmbH.
| Sept. 30, 2011 thou. |
Sept. 30, 2010 thou. |
|
|---|---|---|
| Result from discontinued business units | ||
| Revenue | 564 | 11,776 |
| Changes in inventories of finished goods | 32 | -363 |
| Other operating income | 649 | 189 |
| 1,245 | 11,602 | |
| Costs of materials | -521 | -6,225 |
| Other expenses | -849 | -11,282 |
| Earnings before taxes | -125 | -5,905 |
| Income tax expense to be included | -20 | 33 |
| Earnings after taxes from discontinued business units |
-145 | -5,872 |
| Cash flows from discontinued business units |
||
| Net cash flows from operating activities | -175 | 415 |
| Net cash flows from investment activities | 27 | -30 |
| Net cash flows from financing activities | 71 | -131 |
| Total Net cash flows | -77 | 254 |
4. Dividend
Masterflex AG did not pay a dividend for the 2010 financial year.
5. Segment reporting
The following segment reporting is based on IFRS 8 "Operating Segments", which defines the requirements for the reporting of segment results.
As a result of the implementation of the Group strategy and the associated concentration on the core High-Tech Hose Systems (HTS) business unit, the Surface Technology (AMD) segment sold in the 2010 financial year and the Climate-Neutral Mobility (MOB) segment reported as "held for sale" are presented on a uniform basis under "Discontinued business units". Masterflex thus has only one operating segment, the HTS business unit.
Electrically conductive vent hose in an aircraft tank system, which also diverts electrostatic charging
| Segment reporting | High-Tech Hose systems |
Total for continued business units |
Dis continued business units |
Total |
|---|---|---|---|---|
| Sept. 30, 2011 | EUR thou. | EUR thou. | EUR thou. | EUR thou. |
| Revenue from non Group third parties |
40,098 | 40,098 | 565 | 40,663 |
| Earnings (EBIT) | 5,855 | 5,855 | -46 | 5,809 |
| Consolidated net income/loss |
2,526 | 2,526 | -145 | 2,381 |
| Investments in property, plant and equipment and intangible assets |
1,504 | 1,504 | -27 | 1,477 |
| Depreciations | 1,983 | 1,983 | 10 | 1,993 |
| Assets | 52,697 | 52,697 | 121 | 52,818 |
| Segment reporting | High-Tech Hose systems |
Total for continued business units |
Dis continued business units |
Total |
| Sept. 30, 2010 | EUR thou. | EUR thou. | EUR thou. | EUR thou. |
| Revenue from non Group third parties |
34,573 | 34,573 | 11,776 | 46,349 |
| Earnings (EBIT) | 4,729 | 4,729 | -274 | 4,482 |
| Consolidated net income/loss |
-4 | -4 | -5,872 | -5,876 |
| Investments in property, plant and equipment and intangible assets |
974 | 974 | 30 | 1,004 |
| Depreciations | 1,766 | 1,766 | 378 | 2,144 |
6. 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 2011, the basic earnings per share from continuing operations amounted to EUR 0.28 and the basic earnings per share from continuing and discontinued operations amounted to EUR 0.27 based on a weighted average number of shares of 8,865,874.
Since the company does not operate a stock option plan, it is not necessary to calculate diluted earnings per share.
7. Treasury shares
As at 30 September 2011, Masterflex AG held a total of 134,126 treasury shares.
8. Employees
The Group had a total of 461 employees at 30 September 2011, up 19.4% on the same period of the previous year (386 employees).
9. Income taxes
Income tax expense in this interim report is determined on the basis of the estimated effective tax rate for Masterflex AG for the 2011 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.
10. Cash flow statement
The consolidated cash flow statement is prepared in accordance with IAS 7 (Cash Flow Statements). A distinction is made between cash flows from operating, investing and financing activities. The cash and cash equivalents reported in the cash flow statement correspond to the cash in hand and bank balances reported in the balance sheet.
The cash and cash equivalents at the end of the period, as presented in the consolidated cash flow statement, can be reconciled to the associated items in the consolidated balance sheet as follows:
| Sept. 30, 2011 EUR thou. |
Sept. 30, 2010 EUR thou. |
|
|---|---|---|
| Cash and cash equivalents at the end of period |
4,138 | 7,682 |
| Cash in hand and bank balances included in assets held for sale |
54 | 252 |
| Cash in hand and bank balances | 4,084 | 7,430 |
11. 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 EUR 1,803 thousand from one member of the Supervisory Board and two major shareholders.
Information on these related parties can be found in the 2010 Annual Report in section 36 of the notes to the consolidated financial statements. There were no changes to this information during the period under review.
12. Audit review of the interim report
The interim financial statements and the interim management report for the first nine months of the year have not been audited in accordance with section 317 of the German Commercial Code (HGB) or reviewed by an auditor.
13. Responsibility statement
To the best of our knowledge, and in accordance with the applicable reporting principles for interim reporting, the interim consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group over the remainder of the financial year.
Gelsenkirchen, 4 November 2011
Dr Andreas Bastin Mark Becks Chief Executive Officer Chief Financial Officer
Master-PROTECT pipe bends with internal PU lining extends useful life many times over in comparison to convention steel bends and wear protection systems
Interim Financial Statements Consolidated balance sheet
| Assets | 30.09.2011* EUR thou. |
31.12.2010 EUR thou. |
|---|---|---|
| Noncurrent assets |
||
| Intangible assets | 4,108 | 4,090 |
| Concessions, industrial and similar rights | 578 | 706 |
| Development costs | 30 | 33 |
| Goodwill | 3,258 | 3,258 |
| Advance payments | 242 | 93 |
| Property, plant and equipment | 20,910 | 21,155 |
| Land, land rights and buildings | 11,562 | 11,819 |
| Technical equipment and machinery | 6,380 | 6,005 |
| Other equipment, operating and office equipment |
2,235 | 2,184 |
| Advance payments and assets under development |
733 | 1,147 |
| Noncurrent financial assets | 2,447 | 2,664 |
| Noncurrent financial instruments | 96 | 193 |
| Other loans | 2,351 | 2,471 |
| Other assets | 33 | 38 |
| Other financial assets | 122 | 216 |
| Deferred taxes | 5,384 | 5,866 |
| 33,004 | 34,029 | |
| Current assets |
||
| Inventories | 8,827 | 7,397 |
| Row materials and consumables used | 5,364 | 4,169 |
| Work in progress | 412 | 437 |
| Finished products and goods purchased and held for sale |
3,001 | 2,721 |
| Advance payments | 50 | 70 |
| Receivables and other assets | 6,703 | 5,830 |
| Trade receivables | 5,807 | 4,361 |
| Other assets | 855 | 1,415 |
| Other financial assets | 41 | 54 |
| Income tax assets | 79 | 163 |
| Cash in hand and bank balances | 4,084 | 14,398 |
| 19,693 | 27,788 | |
| Assets held for sale | 121 | 3,599 |
| 19,814 | 31,387 | |
| Total Assets | 52,818 | 65,416 |
* unaudited
| Equity and liabilities | 30.09.2011* EUR thou. |
31.12.2010 EUR thou. |
|---|---|---|
| Shareho lders ´ equit y |
||
| Consolidated equity | 14,039 | 11,813 |
| Subscribed capital | 8,732 | 8,732 |
| Capital reserve | 26,252 | 26,252 |
| Retained earnings | -19,571 | -21,952 |
| Revaluation reserve | -699 | -629 |
| Exchange differences | -675 | -590 |
| Minority interest | 503 | 400 |
| Total equity | 14,542 | 12,213 |
| Noncurrent liabi lities |
||
| Provisions | 181 | 116 |
| Financial liabilities | 21,382 | 30,045 |
| Other financial liabilities | 9 | 220 |
| Other liabilities | 2,088 | 1,869 |
| Deferred taxes | 601 | 514 |
| 24,261 | 32,764 | |
| Current liabi lities |
||
| Provisions | 4,399 | 4,492 |
| Financial liabilities | 5,444 | 7,135 |
| Other financial liabilities | 37 | 37 |
| Income tax liabilities | 750 | 1,075 |
| Other liabilities | 2,376 | 3,317 |
| Trade payables | 1,148 | 1,768 |
| Other liabilities | 1,228 | 1,549 |
| 13,006 | 16,056 | |
| iabilities directly connected with assets held for sale |
1,009 | 4,383 |
| 14,015 | 20,439 | |
| Total liabilities | 38,276 | 53,203 |
| Total equity and liabilities | 52,818 | 65,416 |
* unaudited
Statement of Income and Accumulated Earnings
| Three quarter 2011 | 01.01.– 30.09.11* EUR thou. |
01.01.– 30.09.10* EUR thou. |
|
|---|---|---|---|
| Continued business units: | |||
| 1. | Revenue | 40,098 | 34,573 |
| 2. | Changes in finished goods and work in progress |
127 | 11 |
| 3. | Work performed by the enterprise and capitalized |
42 | 6 |
| 4. | Other operating income | 802 | 398 |
| Gross profit | 41,069 | 34,988 | |
| 5. | Costs of materials | -12,212 | -10,322 |
| 6. | Staff costs | -13,449 | -11,682 |
| 7. | Depreciations | -1,983 | -1,766 |
| 8. | Other expenses | -7,570 | -6,489 |
| 9. | Financial result | ||
| Financial expenses | -1,837 | -2,400 | |
| Other financial result | 183 | 36 | |
| 10. | Earnings before taxes and non-operating expenses |
4,201 | 2,365 |
| 11. | Non-operating expenses | 0 | -1,947 |
| 12. | Earnings before taxes | 4,201 | 418 |
| 13. | Income tax expense | -1,471 | -314 |
| 14. | Earnings after taxes from continued business units |
2,730 | 104 |
| Discontinued business units: | |||
| 15. | Earnings after taxes from discontinued business units |
-145 | -5,872 |
| 16. | Consolidated net income/loss | 2,585 | -5,768 |
| Other result | |||
| 17. | Currency translation differences from the translation of foreign operations |
-85 | 270 |
| 18. | Net result from "available-for-sale" financial assets |
-70 | -41 |
| 19. | Other result for the period under review, after taxes |
-155 | 229 |
| 20. | Overall result for the period under review | 2,430 | -5,539 |
| Consolidated net income/loss: | 2,585 | -5,768 | |
| thereof minority interests | 204 | 108 | |
| thereof attributable to shareholders of Masterflex AG |
2,381 | -5,876 | |
| Overall result for the period under review: | 2,430 | -5,539 | |
| thereof minority interests | 204 | 108 | |
| thereof attributable to shareholders of Masterflex AG |
2,226 | -5,647 | |
| Earnings per share (diluted and basic) | |||
| from continued business units | 0.28 | 0.00 | |
| from discontinued business units | -0.01 | -1.35 | |
| from continued and discontinued | 0.27 | -1.35 | |
| business units |
* unaudited
| Third quarter of 2011 | 01.07.– 30.09.2011* EUR thou. |
01.07.– 30.09.2010* EUR thou. |
|
|---|---|---|---|
| Continued business units: | |||
| 1. | Revenue | 12,922 | 11,904 |
| 2. | Changes in finished goods and work in progress |
-145 | 108 |
| 3. | Work performed by the enterprise and capitalized |
3 | 1 |
| 4. | Other operating income | 275 | 134 |
| Gross profit | 13,055 | 12,147 | |
| 5. | Costs of materials | -3,790 | -3,642 |
| 6. | Staff costs | -4,530 | -3,990 |
| 7. | Depreciations | -665 | -592 |
| 8. | Other expenses | -2,319 | -2,208 |
| 9. | Financial result | ||
| Financial expenses | -583 | -792 | |
| Other financial result | 37 | 3 | |
| 10. | Earnings before taxes and non-operating expenses |
1,205 | 926 |
| 11. | Non-operating expenses | 0 | -1,156 |
| 12. | Earnings before taxes | 1,205 | -230 |
| 13. | Income tax expense | -208 | -180 |
| 14. | Earnings after taxes from continued business units |
997 | -410 |
| Discontinued business units: | |||
| 15. | Earnings after taxes from discontinued business units |
-5 | -477 |
| 16. | Consolidated net income/loss | 992 | -887 |
| Other result | |||
| 17. | Currency translation differences from the translation of foreign operations |
186 | -274 |
| 18. | Net result from "available-for-sale" financial assets |
-5 | 2 |
| 19. | Other result for the period under review, after taxes |
181 | -272 |
| 20. | Overall result for the period under review | 1,173 | -1,159 |
| Consolidated net income/loss: | 992 | -887 | |
| thereof minority interests | 58 | 15 | |
| thereof attributable to shareholders of Masterflex AG |
934 | -902 | |
| Overall result for the period under review: | 1,173 | -1,159 | |
| thereof minority interests | 58 | 15 | |
| thereof attributable to shareholders of Masterflex AG |
1,115 | -1,174 | |
| Earnings per share (diluted and basic) | |||
| from continued business units | 0.10 | -0.10 | |
| from discontinued business units | 0.01 | -0.11 | |
| from continued and discontinued | 0.11 | -0.21 | |
| business units * unaudited |
Consolidated Cash Flow Statement
| Financial statements as of | 30.09.2011* EUR thou. |
30.09.2010* EUR thou. |
|---|---|---|
| Consolidated net income/loss before taxes, interest expenses and financial income |
5,540 | -3,255 |
| Gain/loss from the disposal of business units | -1,065 | 5,341 |
| Income taxes paid | -863 | -1,157 |
| Depreciation expense for property, plant and equipment and intangible assets |
1,998 | 2,143 |
| Change in provisions | -432 | 1,488 |
| Other non-cash expenses/income and gains/losses from the disposal of property, plant and equipment and intangible assets |
168 | 86 |
| Changes in inventories | -1,324 | -399 |
| Changes in trade receivables and other assets that cannot be allocated to investment or financing activities |
-1,773 | -2,389 |
| Changes in trade payables and other equity and liabilities that cannot be allocated to investment or financing activities |
-335 | 1,506 |
| Net cash from operating activities | 1,914 | 3,364 |
| Proceeds from the disposal of property, plant and equipment and intangible assets |
22 | 27 |
| Payments to acquire intangible assets | -1,477 | -1,004 |
| Changes in cash and cash equivalents due to the sale of consolidated subsidiaries |
1,850 | 84 |
| Changes in chash and cash equivalents due to the acquisition of consolidated subsidiaries |
-69 | -73 |
| Net cash from/used in investing activities | 326 | -966 |
| Payments for transfers to equity (capital increases, sale of treasury shares) |
0 | 0 |
| Payments to owners and minority interests (dividends, purchase of treasury shares) |
-171 | -106 |
| Interest and dividend receipts | 107 | 35 |
| Interest expenditure | -1,919 | -2,670 |
| Proceeds from the sale of term deposits/securities | 77 | 19 |
| Proceeds from raising loans | 0 | 500 |
| Payments for the repayment of loans | -10,566 | -492 |
| Net cash from/used in financing activities | -12,472 | -2,714 |
| Net change in cash and cash equivalents | -10,232 | -316 |
| Changes in cash and cash equivalents due to exchange rates and other factors |
-84 | 270 |
| Cash and cash equivalents at start of period | 14,493 | 7,779 |
| Change in the consolidated group | -39 | -51 |
| Cash and cash equivalents at the end of period | 4,138 | 7,682 |
Zwischenabschluss
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, 2010 | 8,732 | 26,252 | -21,952 | |
| Consolidated net income/ Minority interests |
0 | 0 | 2,381 | |
| Changes in fair values of financial instruments |
0 | 0 | 0 | |
| Currency translation gains/losses from translation of foreign financial statements |
0 | 0 | 0 | |
| Overall result for the financial year |
0 | 0 | 2,381 | |
| Dividend distributions | 0 | 0 | 0 | |
| Other changes | 0 | 0 | 0 | |
| Equity at Sep. 30, 2011 | 8,732 | 26,252 | -19,571 | |
| Equity at Dec. 31, 2009 | 4,366 | 17,521 | -19,618 | |
| Consolidated net income/ Minority interests |
0 | 0 | -5,876 | |
| Changes in fair values of financial instruments |
0 | 0 | 0 | |
| Currency translation gains/losses from translation of foreign financial statements |
0 | 0 | 0 | |
| Overall result for the financial year |
0 | 0 | -5,876 | |
| Dividend distributions | 0 | 0 | 0 | |
| Other changes | 0 | 0 | 5 | |
| Equity at Sep. 30, 2010 | 4,366 | 17,521 | -25,489 |
| Total | Minority interest |
Exchange differences |
Revaluation reserve |
|---|---|---|---|
| EUR thou. | EUR thou. | EUR thou. | EUR thou. |
| 12,213 | 400 | -590 | -629 |
| 2,585 | 204 | 0 | 0 |
| -70 | 0 | 0 | -70 |
| -85 | 0 | -85 | 0 |
| 2,430 | 204 | -85 | -70 |
| -171 | -171 | 0 | 0 |
| 70 | 70 | 0 | 0 |
| 14,542 | 503 | -675 | -699 |
| 995 | 213 | -897 | -590 |
| -5,768 | 108 | 0 | 0 |
| -41 | 0 | 0 | -41 |
| 270 | 0 | 270 | 0 |
| -5,539 | 108 | 270 | -41 |
| -106 | -106 | 0 | 0 |
| 0 | 0 | 0 | |
| -4,645 | 215 | -627 | -631 |
We are there for you whenever and wherever you need us!
To find out more about the Masterflex Group, please log on to: www.masterflex.de > Company > Locations
Investor Relations Dr. Annette Littmann fon +49 (0) 209 97077-44 fax +49 (0) 209 97077-20 [email protected] www.masterflex.de
Masterflex AG
Willy-Brandt-Allee 300 D-45891 Gelsenkirchen
fon +49 209 97077-0 fax +49 209 97077-33 [email protected] www.masterflex.de/com