Quarterly Report • Sep 4, 2019
Quarterly Report
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MPC CAPITAL AG 2019


www.mpc-capital.com
MPC Capital is an international asset and investment manager in the three core segments ReaI Estate, Shipping and Infrastructure. We specialise in the development and management of niche investments for international institutional investors, family offices and professional investors. We are committed to the interests of our investors and co-invest in our projects.
Our expertise and experience in the conception of investments, the combination of the right investment with the right client and the management of the project from acquisition to development to the final implementation of the project is the basis for our success.
Our distinctive hands-on approach offers investors a comprehensive solution along the value chain of an investment. For over 20 years, we have been identifying niche investment opportunities and building strong relationships with international partners in selected market segments.
MPC Capital AG has been listed on the stock exchange since 2000. The shares of MPC Capital AG have been traded in the "Scale" segment of Deutsche Börse in Frankfurt since March 2017.
| Income Statement | H1 2019 | H1 2018 |
|---|---|---|
| Revenue (EUR '000) | 19,977 | 19,690 |
| EBT (EUR '000) | 1,814 | 3,807 |
| Consolidated net profit (EUR '000) | 1,198 | 2,807 |
| Assets under management / balance sheet | 30 June 2019 | 31 December 2018 |
| Assets under management (EUR billion) | 4.2 | 4.3 |
| Total assets (EUR '000) | 141,032 | 151,213 |
| Financial assets (EUR '000) | 82,728 | 81,312 |
| Equity (EUR '000) | 112,858 | 112,467 |
| Equity ratio | 80.0% | 74.4% |
| Employees | H1 2019 | H1 2018 |
| Employees (average over period) | 295 | 272 |
| Personnel expenses (EUR '000) | 14,519 | 13,434 |
alle Angaben in TEUR, falls nicht anders angegeben
Dear Shareholders,
We made an intensive effort in the first half of 2019 to keep the company thoroughly focused on business with institutional investors. Even if the performance in the various asset areas was mixed, on balance we again succeeded in compensating for the expected decline in income from the former retail business area.
Our Shipping unit is playing a significant role in that regard: almost half of all management revenues stem from that segment. And despite a challenging market environment, the segment's activities involving the chartering and management of container ships, bulk carriers and tankers is making a solid contribution to profit.
In the transactions area, one real estate project clearly stood out in the first half: in the Netherlands we again succeeded in achieving exceptionally attractive returns for our customers in revitalising office buildings while paying rigorous attention to sustainability aspects. With the sale of the bulk of the office properties in our TRANSIT portfolio, we have now not merely generated a significant profit contribution for the first-half accounts as presented here, but also managed to secure a long-term mandate for the asset and investment management of the investment vehicle "InTheCity". Here again, we have participated applying our co-investment strategy, thus further broadening the basis of our portfolio.
For the renewable energies area, too, we can report a number of important achievements: the financing agreements for the "Tilawind" wind power project in Costa Rica were signed and the "Paradise Park" solar project in Jamaica has started producing energy after a development period of twelve months. Both projects are strategically significant assets in our investment platform for renewable energy in the Caribbean region.
In the second half of the year we expect our business to maintain its steady progress. In addition, we will make an even more concerted effort to play to our strengths in selected asset sectors and capitalise on growth opportunities. We will further sharpen our focus on professional investors under the guidance of Ignace Van Meenen, who joined our Management Board as new Chief Sales Officer at the start of June.
We are of course as dissatisfied with the share price development as you, dear Shareholders. Over the past years we have accomplished the shift from a provider of retail products to an international asset and investment manager for institutional investors, developed a promising co-investment portfolio and built up solid service business. In light of that, at our current market capitalisation of around EUR 65 million we consider ourselves to be far from appropriately valued.
Kind regards, The Management Board of MPC Capital AG
Vorsitzender
Ulf Holländer Constantin Baack Dr. Karsten Markwardt
Dr. Philipp Lauenstein Dr. Ignace Van Meenen
The first half of the year on international stock markets progressed better than many market observers had expected at the start of the year. Germany's leading index DAX gained around 19 percent in the first six months. Its US counterpart, the Dow Jones, fared almost as well and advanced by over 15 percent. The prospect that central banks would adhere to their easing monetary policy clearly outweighed a palpable slowdown in economic momentum as well as a marked downturn in the business climate. In addition, the smouldering trade conflict between the USA on the one hand and Europe and China on the other could slow down the econoomic development.
MPC Capital shares opened the 2019 stock market year trading at EUR 2.75, which was also the first-half high. The shares dipped to the first-half low of EUR 1.69 on 31 January. The trading price subsequently trended sideways. The shares closed at EUR 1.96 on 28 June 2019. The average trading volume of MPC Capital shares on Xetra was around 23,900 units per day. Market capitalisation on 28 June 2019 was EUR 65 million.


Number of shares: 33,470,706
Shareholders of companies whose shares are listed in the Scale Standard (Open Market) of the Frankfurt Stock Exchange are not subject to the obligation to submit voting rights notifications in accordance with the German Securities Trading Act (WpHG). The shareholder structure is therefore presented to the best of the company's knowledge.
The Annual General Meeting of MPC Capital AG was held on 11 April 2019 in Hamburg. All motions were carried by clear majorities. The parties attending and voting results as well as all other documents concerning the Annual General Meeting are permanently available on the Investor Relations web page of MPC Capital AG (www.mpc-capital.com).
The following notifiable securities transactions were conducted in the first half of 2019:
| DATE | NAME | TRANSACTION | VOLUME |
|---|---|---|---|
| 06/02/2019 | Ulf Holländer | Purchase of 20,000 shares | EUR 36,000.00 |
| 28/02/2019 | Dr. Karsten Markwardt | Purchase of 5,000 shares | EUR 9,975.00 |
| WKN / ISIN | A1TNWJ / DE000A1TNWJ4 |
|---|---|
| Share capital / number of shares | EUR 33,470,706.00 / 33,470,706 units |
| Share class | Bearer shares with notional capital share of EUR 1.00 each |
| Trading venues | Open Market in Frankfurt am Main; electronic trading on Xetra; OTC in Berlin-Bremen, Düsseldorf, Hanover, Munich and Stuttgart |
| Market segment | Scale |
| Capital market partner | M.M.Warburg & CO |
| Designated sponsors | M.M.Warburg & CO |
| Analysts | Baader Helvea, Edison Research, Kepler Cheuvreux, Warburg Research |
| First day of trading | 28 September 2000 |
| Reuters code | MPCG.DE |
| Bloomberg | MPCK:GR |
| Ticker symbol | MPCK |
| 15 February 2019 | Publication of Annual Report 2018 |
|---|---|
| 11 April 2019 | Annual General Meeting of MPC Capital AG |
| 16 May 2019 | Q1 2019 key figures |
| 29 August 2019 | Publication of Interim Financial Report 2019 |
| 14 November 2019 | Q3 2019 key figures |
| 25 November 2019 | Analyst conference at the Equity Forum 2019, Frankfurt am Main |
MPC Capital AG, Investor Relations Stefan Zenker Palmaille 67, 22767 Hamburg Tel.: +49 (0) 40 380 22 4347 Fax: +49 (0) 40 380 22 4878 E-Mail: [email protected]
The MPC Münchmeyer Petersen Capital Group ("MPC Capital", "MPC Capital Group") is an internationally active asset and investment manager specialising in real asset investments and investment products. MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is the Group parent. It has been quoted on the stock exchange since 2000 and has been listed in the "Scale" segment of Deutsche Börse in Frankfurt am Main since March 2017.
Together with its subsidiaries, MPC Capital develops, markets and manages real asset investments and investment products for international institutional investors, family offices and professional investors.
MPC Capital offers all its services from a single source. These encompass selecting, launching and structuring an investment in real assets, the active management of the asset and finally the development and implementation of an exit strategy that serves the best interests of investors.
Its product and service offering focuses on niche markets in the three core segments Real Estate, Shipping and Infrastructure. With its many years of expertise and a comprehensive international network of partners, MPC Capital enjoys excellent market access in these niches, enabling it to identify market opportunities and bring investment projects and investors together.
MPC Capital also offers a comprehensive range of services for the management of investments.
MPC Capital generates a stream of management fees from investment projects, as well as one-off transaction fees from the sourcing and sale of assets. MPC Capital is also routinely involved in investment projects as coinvestor, through which channel it generates other operating income or income from equity investments.
In the Real Estate area, MPC Capital laid the foundations for a health care real estate strategy in acquiring a portfolio of three health centres in the Netherlands. This new initiative, which is being implemented by the Dutch subsidiary Cairn Real Estate ("Cairn"), has already secured EUR 30 million in equity. Cairn will use this capital to expand the portfolio further. The goal is initially to achieve an investment volume of around EUR 70 million this year, then to expand the investment strategy further.
The initial investment and development portfolio comprises three health centres in the Netherlands. The company has also initiated the development of a primary care medical centre in Alphen ad Rijn and the construction of a new private nursing home in Bodegraven.
In June 2019, Cairn sold a large portion of its TRANSIT portfolio, acquired in 2016, to a new investment vehicle for commercial real estate called "InTheCity". The office properties, all located at major railway hubs in the Netherlands, have been comprehensively redeveloped in recent years and now offer state-of-the-art systems, facilities and sustainability. In total, MPC Capital has realised around EUR 2.9 million from transaction income, promote and return on equity. After the end of the extraordinarily successful redevelopment phase, the assets therefore remain under Cairn's management even after the transaction.
In MPC Capital's micro-living area, activities in the first half of 2019 focused on stabilising the existing portfolio. By the year's mid-point, five Staytoo properties in Berlin, Bonn, Kaiserslautern, Leipzig and Nuremberg were in operation. Three further properties are in development.
In the Shipping area, the MPC Capital Group has expanded its range of services for the technical management of tankers. In addition, the entry of a further partner has expanded the operating platform for the technical management of bulk carriers under the leadership of MPC Capital. Furthermore, MPC Capital was able to conduct asset transactions in all three segments (tanker, bulk, containers) in the first half of 2019.
MPC Capital is also working hard to bring the ship fleet managed by Ahrenkiel and Contchart in line with the provisions of IMO 2020. The directive on reducing sulphur emissions by global shipping takes effect at the start of 2020. In 2019, part of the fleet of MPC Container Ships ASA will therefore be fitted with exhaust gas cleaning systems. Ahrenkiel Steamship is taking charge of the technical conversions, while MPC Maritime is arranging the financing.
Although the market environment remains challenging, the Shipping area succeeded in generating a clearly positive profit contribution for the MPC Capital Group.
The Renewables team at MPC Capital is working intensively on the further expansion of the investment platform for projects in the renewable energy area in the Caribbean. The approx. USD 50 million financial close for the second asset of the MPC Caribbean Clean Energy Fund ("CCEF"), the "Tilawind" wind power project in Costa Rica, was reached at the end of April 2019. At the end of June 2019 the "Paradise Park" solar project in Jamaica, the seed asset for the CCEF, started producing energy after a development period of twelve months. MPC Capital has also sealed a partnership for the development of a solar PV system in Barbados. Development work on the project has already started, with the goal of construction commencing in 2020. Further solar PV projects with distributed generation are to follow.
Activities in the industrial opportunities area in the first half of 2019 focused as before on one high-volume infrastructure project in North America.
The assets under management (AUM) of the MPC Capital Group as at 30 June 2019 totalled EUR 4.2 billion, almost unchanged from the level as at 31 December 2018 (EUR 4.3 billion). New business resulted in asset additions of EUR 0.2 billion, with a similar volume of asset disposals. The accumulated valuation and currency effects cancelled each other out in the first half and had no material impact on the development.
AUM in the Real Estate segment remained virtually unchanged at EUR 2.1 billion. An increase of EUR 0.1 billion mainly from acquisitions by the subsidiary Cairn was neutralized by a similar level of disposals.
In the Shipping segment, AUM declined by EUR 0.1 billion to EUR 1.4 billion. The increase from the purchase of ships under one-off contracts managed by Ahrenkiel Steamship and/or Contchart compared with slightly higher disposals which were made up mainly of disposals from legacy business.
In the Infrastructure segment, AUM remained unchanged at EUR 0.3 billion.
Discontinued products, which include existing funds from the former business model that do not fit into any of the three core asset classes, remained unchanged at EUR 0.4 billion.
As at 30 June 2019, institutional business accounted for 61 % of AUM (31 December 2018: 60 %). Retail business accounted for the remaining 39 % (31 December 2018: 40 %).
Changes on the Management Board of MPC Capital AG The Supervisory Board removed Dr Roman Rocke from office on the Management Board with effect from 1 February 2019. The Real Estate and Infrastructure business units of which Dr Rocke was in charge were taken on by Ulf Holländer (CEO) and Dr Karsten Markwardt.
The Supervisory Board appointed Dr Ignace Van Meenen to the Management Board of the company as new Chief Sales Officer (CSO) with effect from 1 June. The 51-yearold lawyer with a doctorate in law began his investment career at Deutsche Bank in the United States and Germany. This was followed by management positions as Finance Director of the energy, real estate and chemicals group RAG (Evonik Industries) and as CFO of RTL Group and DIC Immobiliengruppe. Most recently, Van Meenen was CEO of the Rickmers Group in Hamburg.
Revenue for the MPC Capital Group edged up to EUR 20.0 million in the first half of 2019 (H1 2018: EUR 19.7 million). This meant the continuing decline in income from the former retail business area was again balanced out by rising income from business with institutional investors. Management fees amounted to EUR 17.8 million, nearly 6 % up on the previous year (EUR 16.8 million). Around 49 % of management fees were earned in the Shipping business unit, which generates a steady flow of recurring income with 91 ships under technical management and 115 under commercial management. Transaction fees of EUR 1.8 million for the first half of 2019 were below the prior-year figure of EUR 2.7 million due to reduced transaction activity. They included the TRANSIT transactions as well as a number of individual transactions in the Shipping business unit.
Other operating income for the first half of 2019 came to EUR 3.9 million (H1 2018: EUR 9.4 million). As well as income from changes in exchange rates and the reversal of provisions, this mainly comprised accounting profits from asset sales for the disposal of equity investments in limited partners and associated business interests from a portfolio that MPC Capital had acquired at the end of last year ("BMG portfolio"). The previous year was dominated by income from write-ups on financial assets in the amount of EUR 4.0 million.
Personnel expenses in the first half of 2018 of EUR 14.5 million were around 8 % up on the prior-year period (H1 2018: EUR 13.4 million). The increase is a reflection of the recruitment of additional personnel mainly in the Shipping unit. On average, there were 295 employees engaged throughout the Group in the first half of 2019 (H1 2018: 272), an increase of around 9 %.
Other operating expenses amounted to EUR 11.8 million in the first half of 2019, around 7 % up on the prior-year level of EUR 11.0 million. The biggest single item within other operating expenses is legal and consultancy costs of EUR 3.3 million (H1 2018: EUR 3.7 million).
Investment income of EUR 5.4 million was well up on the prior-year period (H1 2018: EUR 1.4 million). It resulted mainly from a significant promote from the TRANSIT transaction and also to a substantial degree from the disposal of equity investments in limited partners from the BMG portfolio.
Earnings before tax (EBT) for the first half of 2019 came to EUR 1.8 million (H1 2018: EUR 3.8 million). Overall, MPC Capital AG posted a consolidated profit after tax of EUR 1.2 million for the first half of 2019 (H1 2018: EUR 2.8 million). The fall above all reflects the approx. EUR 5.5 million lower other operating income in the first half of 2019, though this movement was offset by an increased result from equity investments.
The total assets of the Group as at 30 June 2019 declined to EUR 141.0 million (31 December 2018: EUR 151.2 million).
Financial assets, which are broadly made up of co-investments by MPC Capital AG, climbed EUR 1.4 million to EUR 82.7 million (31 December 2018: EUR 81.3 million). Additions comprised for example the equity investment in the new investment platform for Dutch office properties "InTheCity" as well as individual ship purchases. On the other side of the equation, disposals included the sale of the TRANSIT portfolio and a portion of the equity investments in limited partners from the BMG portfolio. Total fixed assets climbed to EUR 89.6 million as at 30 June 2019 (31 December 2018: EUR 87.8 million).
Current assets declined to EUR 50.9 million (31 December 2018: EUR 63.4 million). As a result of investing activities, the Group's liquidity (cash in hand and bank balances) as at 30 June 2019 was EUR 14.1 million (31 December 2018: EUR 28.6 million). Receivables and other assets increased to EUR 36.8 million (31 December 2018: EUR 34.8 million).
Equity as at 30 June 2019 was EUR 112.9 million, on a par with 31 December 2018 (EUR 112.5 million). The equity ratio rose from 74.4 % to 80.0 % as a result of the significant reduction in liabilities.
Provisions were reduced by EUR 1.1 million to EUR 15.2 million as at 30 June 2019 (31 December 2018: EUR 20.8 million). Liabilities fell to EUR 12.8 million as at 30 June 2019 (31 December 2018: EUR 22.0 million). The decrease primarily relates to the acquisition of the BMG portfolio, whose purchase price was not due until the beginning of 2019 and was still reported under other liabilities as of 31 December 2018.
The cash flow from operating activities came to EUR -4.0 million in the first half of 2019 (H1 2018: EUR 5.1 million). The change is attributable in part to the write-up of financial assets in the previous year in the amount of EUR 4.0 million, and in part to income taxes paid in the amount of EUR -2.6 million (H1 2018: EUR 0.2 million).
The cash flow from investing activities in the period under review came to EUR -10.5 million (H1 2018: EUR -15.0 million). Payments for investments in financial assets amounted to EUR -24.9 million (H1 2018: EUR -22.8 million) and were in respect of co-investments as well as the acquisition of the BMG portfolio, which had a liquidity effect at the start of 2019. Proceeds from the disposal of financial assets came to EUR 14.4 million (H1 2018: EUR 3.9 million) and resulted primarily from the TRANSIT transaction as well as the disposal of equity investments in limited partners from the BMG portfolio.
The cash flow from financing activities amounted to EUR -0.0 million in the first half of 2019 (H1 2018: EUR 20.1 million). The previous year featured a capital increase for cash from authorised capital as well as capital increases at fully consolidated project companies.
Overall, cash and cash equivalents as at 30 June 2019 came to EUR 14.1 million (H1 2018: EUR 28.9 million).
In the first half of 2019 the MPC Capital Group had 295 employees on average (H1 2018: 272 employees).
The principal opportunities and risks associated with the expected development of the Group are presented in the Group Management Report for the 2018 financial year. No changes in the assessment of opportunities and risks occurred in the period under review.
The following forecasts contain assumptions that are not certain to materialise. If one or more assumptions fail to materialise, the actual events and developments may differ significantly from the forecasts presented.
Market observers believe the global economic slowdown, driven mainly by the trade dispute between China and the USA, will continue. Furthermore, it remains unclear whether and how the United Kingdom will leave the EU, with the risk of a disorderly Brexit having risen. The US Federal Reserve passed an interest rate cut of 25 basis points at its meeting at the end of July, in a response to the challenging economic environment. The European Central Bank has likewise announced plans for a more expansionary monetary policy if the economic data does not improve and inflation remains low. The technical framework conditions for investments in real assets therefore remain attractive, though the economic slowdown and political uncertainty are weighing on the general investment climate.
The Management Board expects a continuing steady development for the second half. Despite the challenging market environment, the Shipping division in particular should contribute a continuous, slightly growing and well predictable contribution to revenue and earnings. In the real estate area, additional income from transactions is expected, especially in the Netherlands. The team at MPC Renewable Energies GmbH is examining the inclusion of further wind farms and solar projects in the MPC Caribbean Clean Energy Fund.
For 2019 as a whole, MPC Capital reiterates its expectation of a slight rise in consolidated revenue along with at least at break-even consolidated earnings before taxes. A dynamic development in new business, additional transactions and acting on external market influences could impact revenue and earnings positively.
Hamburg, 16 August 2019
Ulf Holländer Constantin Baack
Vorsitzender
Dr. Karsten Markwardt Dr. Philipp Lauenstein
Dr. Ignace Van Meenen
AS AT 30 JUNE 2019
KONZERN-ZWISCHENLAGEBERICHT
17 MPC CAPITAL AG HALBJAHRESFINANZBERICHT 2019

To the best of our knowledge, and in accordance with the applicable accounting standards for interim financial statements, the condensed consolidated financial statements give a true and fair view of the assets, liabilities, financial position and results of operations of the Group, and the interim group management report 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 in the remainder of the financial year.
Hamburg, 16 August 2019
Vorsitzender
Dr. Philipp Lauenstein Dr. Ignace Van Meenen
Ulf Holländer Constantin Baack Dr. Karsten Markwardt
| Assetsa | 30.06.2019 Tsd. EUR |
31.12.2018 Tsd. EUR |
|||
|---|---|---|---|---|---|
| A. | Fixed assets | 89,612 | 87,769 | ||
| I. | Intangible assets | 6,117 | 5,941 | ||
| 1. | Purchased concessions, industrial rights and software | 87 | 43 | ||
| 2. | Goodwill | 6,030 | 5,898 | ||
| II. Tangible assets |
767 | 516 | |||
| 1. | Leasehold improvements | 281 | 2 | ||
| 2. | Other fixtures and fittings, operating and office equipment | 486 | 514 | ||
| III. | Financial assets | 82,728 | 81,312 | ||
| 1. | Shares in affiliated companies | 384 | 421 | ||
| 2. | Equity investments | 61,664 | 59,972 | ||
| 3. | Other loans | 20,681 | 20,920 | ||
| B. | Current assets | 50,870 | 63,379 | ||
| I. | Receivables and other assets | 36,788 | 34,801 | ||
| 1. | Trade receivables | 4,573 | 5,918 | ||
| 3. | Receivables from other long-term investees and investors | 16,428 | 10,166 | ||
| 4. | Other assets | 15,787 | 18,717 | ||
| II. | Cash in hand and bank balances | 14,082 | 28,578 | ||
| C. | Prepaid expenses and deferred income | 550 | 65 | ||
| Total assets | 141,032 | 151,213 |
Note: Rounding differences may occur .
| Equity and liabilities | 30.06.2019 Tsd. EUR |
31.12.2018 Tsd. EUR |
||
|---|---|---|---|---|
| A. | Equity | 112,858 | 112,467 | |
| I. | Subscribed capital | 33,471 | 33,471 | |
| II. | Additional paid-in capital | 54,222 | 54,993 | |
| III. | Other retained earnings | 10,803 | 10,803 | |
| IV. | Net loss | -6,063 | -5,972 | |
| V. | Difference in equity from currency translation | 109 | 91 | |
| VI. | Minority interest | 20,316 | 19,082 | |
| B. | Provisions | 15,170 | 16,269 | |
| 1. | Provisions for taxes | 2,574 | 2,023 | |
| 2. | Other provisions | 12,596 | 14,246 | |
| C. | Liabilities | 12,840 | 21,987 | |
| 1. | Liabilities to banks | 510 | 1.265 | |
| 2. | Trade payables | 1,620 | 1,063 | |
| 4. | iabilities to other long-term investees and investors | 997 | 1,658 | |
| 5. | Other liabilities | 9,713 | 18,001 | |
| D. | Prepaid expenses and deferred income | 163 | 490 | |
| Total equity and liabilities | 141,032 | 151,213 |
Note: Rounding differences may occur
from 1 January to 30 June 2019
| H 1 2019 EUR '000 |
H 1 2018 EUR '000 |
||
|---|---|---|---|
| 1. | Revenue | 19,977 | 19,690 |
| 2. | Other operating income | 3,929 | 9,391 |
| 3. | Cost of materials: cost of purchased services | -658 | -1.322 |
| 4. | Personnel expenses | -14,519 | -13,434 |
| a) Wages and salaries | -12,750 | -11,882 | |
| b) Social security, post-employment and other employee benefit costs | -1,769 | -1,552 | |
| 5. | Amortisation of intangible fixed assets and depreciation of tangible assets | -1,079 | -879 |
| 6. | Other operating expenses | -11,831 | -11,035 |
| 7. | Operating result | -4,180 | 2,412 |
| 8. | Income from equity investments | 5,399 | 1,386 |
| 9. | Other interest and similar income | 1,254 | 843 |
| 10. | Write-downs on financial assets | -374 | 0 |
| 11. | Interest and similar expensesn | -285 | -329 |
| 12. | Result of associates carried at equity | 0 | -505 |
| 13. | Earnings before tax | 1,814 | 3,807 |
| 14. | Taxes on income | -587 | -998 |
| 15. | Result after tax | 1,228 | 2,809 |
| 16. | Other taxes | -30 | -2 |
| 17. | Consolidated net profit | 1,198 | 2,807 |
| 18. | Minority interest | -1,289 | -146 |
| 19. | Change in consolidation | 0 | -19 |
| 20. | Loss/profit carried forward | -5,972 | 12,825 |
| 22. | Net accumulated losses (PY: net retained profits) | -6,063 | 15,468 |
Anmerkung: Es kann zu rundungsbedingten Abweichungen kommen.
| Share capital EUR '000 |
Additional paid -in capital EUR '000 |
Other retained earnings EUR '000 |
Net loss EUR '000 |
|
|---|---|---|---|---|
| As at 1 January 2019 | 33,471 | 54,993 | 10,803 | -5,972 |
| Gradual acquisition of shares | 0 | -771 | 0 | 0 |
| Capital increase | 0 | 0 | 0 | 0 |
| Capital reduction | 0 | 0 | 0 | 0 |
| Profit distributions | 0 | 0 | 0 | 0 |
| Change in consolidation | 0 | 0 | 0 | 0 |
| Consolidated earnings | 0 | 0 | 0 | -91 |
| Currency translation differences | 0 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | 0 | -91 |
| As at 30 June 2019 | 33,471 | 54,222 | 10,803 | -6,063 |
ANote: Rounding differences may occur
| Share capital EUR '000 |
Additional paid in capital EUR '000 |
Other retained earnings EUR '000 |
Net retained profits EUR '000 |
|
|---|---|---|---|---|
| As at 1 January 2018 | 30,428 | 40,691 | 10,803 | 12,825 |
| Gradual disposal of shares | 0 | 0 | 0 | 0 |
| Capital increase | 3,044 | 14,302 | 0 | 0 |
| Proceeds from decreasing shares in consolidated com panies |
0 | 0 | 0 | 0 |
| Profit distributions | 0 | 0 | 0 | 0 |
| Change in consolidation | 0 | 0 | 0 | -19 |
| Consolidated earnings | 0 | 0 | 0 | 2,661 |
| Currency translation differences | 0 | 0 | 0 | 0 |
| Total comprehensive income | 0 | 0 | 0 | 2,661 |
| As at 30 June 2018 | 33,471 | 54,993 | 10,803 | 15,468 |
Anmerkung: Es kann zu rundungsbedingten Abweichungen kommen.
| Difference in equity from currency trans lation EUR '000 |
Equity EUR '000 |
Share capital EUR '000 |
Additional paid-in capital EUR '000 |
Net retained profits EUR '000 |
Equity EUR '000 |
Consolidated equity EUR '000 |
|---|---|---|---|---|---|---|
| 91 | 93,386 | 1,699 | 16,321 | 1,062 | 19,082 | 112,467 |
| 0 | -771 | 0 | 0 | 0 | 0 | -771 |
| 0 | 0 | 814 | 0 | 0 | 814 | 814 |
| 0 | 0 | -619 | 0 | 0 | -619 | -619 |
| 0 | 0 | 0 | -400 | -1,273 | -1,673 | -1,673 |
| 0 | 0 | 1,424 | 0 | 0 | 1,424 | 1,424 |
| 0 | -91 | 0 | 0 | 1,289 | 1,289 | 1,198 |
| 18 | 18 | 0 | 0 | 0 | 0 | 18 |
| 18 | -73 | 0 | 0 | 1,289 | 1,289 | 1,216 |
| 109 | 92,542 | 3,318 | 15,921 | 1,078 | 20,316 | 112,858 |
Note: Rounding differences may occur
| Difference in equity from currency trans lation EUR '000 |
Equity EUR '000 |
Share capital EUR '000 |
Additional paid-in capital EUR '000 |
Net retained profits EUR '000 |
Equity EUR '000 |
Consolidated equityl EUR '000 |
|---|---|---|---|---|---|---|
| 37 | 94,784 | 1,166 | 5,069 | 1,221 | 7,456 | 102,240 |
| 0 | 169 | 3,759 | 136 | 4,064 | 4,064 | |
| 0 | 17,346 | 0 | 0 | 0 | 0 | 17,346 |
| 0 | 0 | 0 | 4,215 | 0 | 4,215 | 4,215 |
| 0 | 0 | 0 | -648 | -648 | -648 | |
| 0 | -19 | 0 | 0 | 0 | 0 | -19 |
| 0 | 2,661 | 0 | 0 | 146 | 146 | 2,807 |
| 7 | 7 | 0 | 0 | 0 | 0 | 7 |
| 7 | 2,668 | 0 | 0 | 146 | 146 | 2,814 |
| 44 | 114,780 | 1,335 | 13,043 | 855 | 15,233 | 130,012 |
Note: Rounding differences may occur
from 1 January to 30 June 2019
| 1. HJ 2019 Tsd. EUR |
1. HJ 2018 Tsd. EUR |
|
|---|---|---|
| Cash flow from operating activities | -3,957 | -5,108 |
| Consolidated net profit | 1,198 | 2,807 |
| Amortisation of intangible assets and depreciation of tangible assets | 1,079 | 879 |
| Write-downs on financial assets | 374 | 0 |
| Result of associates carried at equity | 0 | 505 |
| Gain/loss on the disposal of intangible and tangible assets | 14 | 0 |
| Gain/loss on the disposal of financial assets | -2,022 | -2,782 |
| Changes in inventories, trade receivables and other assets not allocable to investing or financing activities |
-1,644 | -1,557 |
| Changes in trade payables and other liabilities not allocable to investing or financing activities | -1,868 | -1,572 |
| Changes in other provisions | -1,650 | -2,598 |
| Proceeds from dividends | 2,516 | 1,386 |
| Income tax expense | 587 | 998 |
| Income taxes received / paid | -2,589 | 155 |
| Interest expenses and interest income | 47 | 26 |
| Payments for the costs of the capital increase | 0 | 645 |
| Other non-cash expenses/income | 1 | -4.000 |
| Cash flow from investing activities | -10,515 | -15,037 |
| Payments for investments in intangible and tangible assets | -436 | -446 |
| Payments for investments in financial assets | -24,940 | -22,752 |
| Payments for the acquisition of shares in consolidated companies (successive acquisition) | -771 | 0 |
| Payments for the acquisition of shares in consolidated companies less cash and cash equivalents | -388 | 0 |
| Proceeds from the disposal of intangible and tangible assets | 3 | 2 |
| Proceeds from the disposal of financial assets | 14,362 | 3,944 |
| Proceeds from dividends | 1,655 | 0 |
| Proceeds from the sale of shares in consolidated companies (successive reduction) | 0 | 4,215 |
| Cash flow from financing activities | -24 | 20,146 |
| Proceeds of new borrowings | 2,000 | 0 |
| Repayments of borrowings | -1,096 | -239 |
| Interest paid | -47 | -26 |
| Proceeds from other shareholders | 1,423 | 0 |
| Payments to other shareholders | -2.304 | -342 |
| Capital increases of fully consolidated project companies | 0 | 4,054 |
| Capital increase of MPC Capital AG (less costs of the capital increase) | 0 | 16,699 |
| Changes in cash and cash equivalents | -14,496 | 1 |
| Cash and cash equivalents at the start of the period | 28,578 | 28,873 |
| Cash and cash equivalents at the end of the period | 14,082 | 28,874 |
Note:
Rounding differences may occur.
Cash and cash equivalents corresponds to the balance sheet item "Cash in hand and bank balances".
of MPC Münchmeyer Petersen Capital AG, Hamburg, as at 30 June 2019
The MPC Münchmeyer Petersen Capital Group ("MPC Capital", "MPC Capital Group") is an independent asset and investment manager for real asset investments. MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is the Group parent. Together with its subsidiaries, MPC Capital AG develops and manages real asset investments and investment products for international institutional investors, family offices and professional investors. The financial year of MPC Capital AG and of its included subsidiaries corresponds to the calendar year.
MPC Münchmeyer Petersen Capital AG ("MPC Capital AG") is entered in the Commercial Register of the Hamburg District Court, Department B, under 72691 and is listed in the "Scale" segment of Deutsche Börse AG. The company's registered office is Hamburg, Germany.
The consolidated financial statements as at 30 June 2019 for the MPC Capital Group have been prepared in accordance with Sections 290 ff. of German Commercial Code (HGB) and the additional requirements of the German Stock Corporation Act, and are based on the assumption of business continuation.
If further shares in a subsidiary are acquired or sold after control has been achieved (increase or decrease in interest) without the status of subsidiary being lost, this is presented as a capital process.
The following companies were fully consolidated for the first time in the first half of the 2019 financial year:
The following table shows the assets and liabilities added to the consolidated balance sheet as a result of first-time consolidation:
| EUR '000 | |
|---|---|
| A. Fixed assets | 5,000 |
| B. Current assets | 3,707 |
| C. Provisions | 1 |
| D. Liabilities | 1 |
| E. Deferred income | 46 |
The following companies were deconsolidated in the first half of the 2019 financial year:
The above changes in the group of consolidated companies do not materially impair the comparability of the consolidated income statement with the previous year.
| Costs | |||||
|---|---|---|---|---|---|
| As at 01/01/2019 |
Additions | Disposals | Reclasses | As at 30/06/201 |
|
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | |
| l. Intangible assets | |||||
| 1. Purchased concessions, industrial rights and software |
2,087 | 72 | 0 | 0 | 2,159 |
| 2. Goodwill | 27,479 | 1,088 | 0 | 0 | 2,567 |
| 29,566 | 1,160 | 0 | 0 | 30,726 | |
| ll. Goodwill | |||||
| 1. Leasehold improvements | 1,158 | 280 | 0 | 5 | 1,443 |
| 2. Other fixtures and fittings, operating and office equipment |
3,296 | 84 | 25 | -5 | 3,350 |
| 4,454 | 364 | 25 | 0 | 4,793 | |
| lll. Financial assets | |||||
| 1. Shares in affiliated companies | 4,361 | 228 | 265 | 0 | 4,324 |
| 2. Equity investments | 78,296 | 6,793 | 6,192 | 0 | 78,897 |
| 3. Other loans | 27,358 | 3,676 | 3,642 | 0 | 27,392 |
| 110,015 | 10,697 | 10,099 | 0 | 110,613 | |
| Fixed assets | 144,035 | 12,221 | 10,124 | 0 | 146,132 |
Note: Rounding differences may occur.
| Depreciation and amortisation | Carrying amount | |||||
|---|---|---|---|---|---|---|
| As at 01/01/2019 |
Additions | Disposals | Reclasses | As at 30/06/2019 |
On 30/06/2019 |
On 31/12/2018 |
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 | EUR '000 |
| 2,043 | 28 | 0 | 0 | 2,071 | 87 | 43 |
| 21,581 | 956 | 0 | 0 | 22,537 | 6,030 | 5,898 |
| 23,624 | 984 | 0 | 0 | 24,608 | 6,117 | 5,941 |
| 1,156 | 1 | 0 | -5 | 1,162 | 281 | 2 |
| 2,783 | 94 | 8 | 5 | 2,864 | 486 | 514 |
| 3,939 | 95 | 8 | 0 | 4,026 | 767 | 516 |
| 3,940 | 0 | 0 | 0 | 3,940 | 384 | 421 |
| 18,323 | 95 | 1,184 | 0 | 17,234 | 61,664 | 514 |
| 6,438 | 278 | 6 | 0 | 6,710 | 20,681 | 20,920 |
| 28,702 | 374 | 1,190 | 0 | 27,884 | 82,728 | 81,312 |
| 56,265 | 1,452 | 1,198 | 0 | 56,518 | 89,612 | 87,769 |
The intangible assets are predominantly made up of the goodwill that resulted from the integration of Ahrenkiel Steamship GmbH & Co. KG during first-time consolidation in the 2015 financial year. This goodwill is amortised on a scheduled straight-line basis over its period of use of seven years because it is expected to be recouped over that period.
The tangible assets comprise leasehold improvements as well as other fixtures and fittings, operating and office equipment. No write-downs on tangible assets were made.
Equity investments are made up as follows:
| 30/06/2019 EUR '000 |
31/12/2018 EUR '000 |
|
|---|---|---|
| 1. Equity investments in associated companies | 31,094 | 26,507 |
| CSI Beteiligungsgesellschaft mbH, Hamburg | 18,440 | 18,440 |
| BB Amstel B.V., Amsterdam | 5,290 | 5,290 |
| InTheCity Fund, Amsterdam* | 5,000 | 0 |
| Martifer MPC Renewable Energies Development S.A.S., Bogota | 609 | 609 |
| BBG Bulk Beteiligungs GmbH & Co. KG, Hamburg | 565 | 877 |
| Aurum Insurance Ltd., Isle of Man | 524 | 524 |
| Global Vision AG, Rosenheim | 297 | 297 |
| Breakwater Shipbrokers GmbH, Hamburg | 170 | 170 |
| Miscellaneous equity investments in associates | 199 | 300 |
| 2. Other equity investments | 30,570 | 33,465 |
| ABN Amro Mees Pierson Real Estate Growth Fund N.V., Amsterdam | 6,099 | 6,099 |
| MPC Caribbean Clean Energy Fund LLC, Cayman Islands | 4,143 | 4,143 |
| HSRE MPC JV I S.A.R.L., Luxembourg | 1,924 | 833 |
| MPC Student Housing Venture I geschl. Investment-GmbH & Co. KG, Hamburg | 1,241 | 1,237 |
| Atlantic Bridge AS, Oslo | 1,109 | 1,109 |
| Njord Handy AS, Oslo | 1,099 | 1,099 |
| Atlantic Bay AS, Oslo | 886 | 613 |
| Stille Beteiligungen MPC IT Services GmbH & Co. KG, Hamburg | 840 | 840 |
| Transit Holding II B.V., Amsterdam | 761 | 761 |
| Equity investments | 61,664 | 59,972 |
|---|---|---|
| Other equity investments in fund limited partnerships | 8,342 | 12,843 |
| Njord Container AS, Oslo | 190 | 190 |
| Quadriga Container AS, Oslo* | 219 | 0 |
| HSRE MPC JV II S.A.R.L., Luxembourg | 225 | 95 |
| Danubia Tanker AS, Oslo | 441 | 441 |
| AG CRE Maxis C.V., Amsterdam | 488 | 1,340 |
| AG CRE Netherlands C.V., Amsterdam | 500 | 500 |
| Njord Julie AS, Oslo | 576 | 576 |
| Atlantic Breeze AS, Oslo* | 742 | 0 |
| AT&C Amstel Holdings B.V., Amsterdam | 746 | 746 |
. Note: Rounding differences may occur.
* = hese equity investments were acquired in the first half of the 2019 financial year.
In particular the equity investment in a new investment platform for Dutch office properties and in individual shipping companies added EUR 6.8 million to equity investments. These additions were offset in particular by disposals relating to the successful sale of equity investments in various fund limited partnerships.
These loans are predominantly loans with a medium term of up to five years.
The statement of changes in receivables is as follows:
| Fälligkeiten | |||||
|---|---|---|---|---|---|
| Total | up to 1 year | over 1 year | of which over 5 years |
||
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | ||
| 30/06/2019 | 4,573 | 4,573 | 0 | 0 | |
| 1. Trade receivables | 31/12/2018 | 5,918 | 5,918 | 0 | 0 |
| 2. Receivables from other long-term investees and | 30/06/2019 | 16,428 | 16,428 | 0 | 0 |
| investors | 31/12/2018 | 10,166 | 10,166 | 0 | 0 |
| - of which from associated equity investments | 30/06/2019 | 6,321 | 6,321 | 0 | 0 |
| 31/12/2018 | 1,985 | 1,985 | 0 | 0 | |
| - of which from fund companies | 30/06/2019 | 9,888 | 9,888 | 0 | 0 |
| 31/12/2018 | 7,871 | 7,871 | 0 | 0 | |
| 30/06/2019 | 219 | 219 | 0 | 0 | |
| - of which from other equity investments | 31/12/2018 | 310 | 310 | 0 | 0 |
| 30/06/2019 | 6,737 | 6,737 | 0 | 0 | |
| - of which trade receivables | 31/12/2018 | 7,871 | 7,871 | 0 | 0 |
| - of which other assets | 30/06/2019 | 9,691 | 9,691 | 0 | 0 |
| 31/12/2018 | 2,295 | 2,295 | 0 | 0 | |
| 3. Other assets | 30/06/2019 | 15,787 | 15,612 | 175 | 0 |
| 31/12/2018 | 18,717 | 18,151 | 566 | 0 | |
| 30/06/2019 | 36,788 | 36,613 | 175 | 0 | |
| Receivables and other assets | 31/12/2018 | 34,801 | 34,235 | 566 | 0 |
Note: Rounding differences may occur.
Other assets are composed as follows:
| 30/06/2019 | 31/12/2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Collateral provided | 6,558 | 6,185 |
| Income tax receivables | 4,698 | 3,545 |
| Loan receivables from project companies | 2,990 | 6,664 |
| Sales tax receivables | 1,086 | 805 |
| Receivables from insurance cases | 300 | 400 |
| Miscellaneous assets | 155 | 1,118 |
| Other assets | 15,787 | 18,717 |
Note: Rounding differences may occur.
Repayments resulted in the decrease in loan receivables from project companies.
Bank balances and cash in hand are made up as follows:
| 30/06/2019 | EUR '000 | |
|---|---|---|
| EUR '000 | ||
| Bank balances | 14,063 | 28,556 |
| Cash in hand | 19 | 22 |
| Cash in hand and bank balances | 14,082 | 28,578 |
Note: Rounding differences may occur.
A detailed analysis of the development of cash and cash equivalents is shown in the consolidated cash flow statement.
The details of the changes in equity are shown in the consolidated statement of changes in equity.
The Management Board was authorised by the Annual General Meeting on 12 April 2018 to increase the share capital of the company, with the approval of the Supervisory Board, on one or several occasions until 11 April 2023 by up to a total of EUR 16,735,353.00 by the issuance of up to 16,735,353 new no-par-value shares against cash or non-cash contributions (Authorised Capital 2018).
In a capital increase, the shareholders are fundamentally to be granted a pre-emptive right; the statutory pre-emptive right may also be granted in such a form that the new shares are taken on wholly or in part by a bank or consortium of banks designated by the Management Board with the obligation to offer them to the shareholders of the company for subscription (indirect pre-emptive right pursuant to Section 186 (5) sentence 1 AktG). The Management Board is also authorised, with the approval of the Supervisory Board, to disapply pre-emptive rights
Additional paid-in capital as at 30 June 2019 was EUR 54.2 million.
The other retained earnings remain unchanged at EUR 10.8 million as at 30 June 2019.
During the financial year the Management Board and the Supervisory Board resolved to establish a stock option plan for those employees of MPC Capital AG and its affiliated companies who participate in profit-sharing ("Stock Option Plan 2015"). The primary objectives of the Stock Option Plan 2015 are to increase the commitment of employees (in particular senior executives) to the company, to motivate them and to enable them to participate directly in the company's success. An additional aim of the plan is to enhance the attractiveness of MPC Capital AG to qualified employees.
The plan was approved by the shareholders at the Annual General Meeting. In addition, the Annual General Meeting authorised the Management Board until the conclusion of 24 June 2018 to issue further subscription rights up to a total volume of 666,581 with a total notional interest in the share capital of up to EUR 666,581.00, each subscription right carrying an entitlement to purchase one no-par value bearer share.
Further conditional capital amounting to EUR 666,581.00 arising from the issuance of 666,581 new bearer shares ("Conditional Capital 2015/II") was created for the purposes of the Stock Option Plan 2015. This new authorisation is intended to enable up to a total of 666,581 stock options to be issued on the basis of the provisions below.
The principal provisions and conditions relating to the share option plan are described in the following:
Under the Stock Option Plan 2015, subscription rights may be issued to employees of MPC Capital AG and employees of its affiliated companies ("Eligible Participants").
The subscription rights could be granted to the Eligible Participants from 15 February 2015. Further subscription rights may be granted up to the conclusion of 24 June 2020.
The subscription rights granted under the Stock Option Plan 2015 may be exercised for the first time on the fourth anniversary of their grant to the respective Eligible Participant ("Vesting Period"). After the end of the Vesting Period, the subscription rights may be exercised up to the fifth anniversary of the grant ("Exercise Period"). During the Exercise Period, the subscription rights may only be exercised at certain times ("Exercise Windows"). An Exercise Window begins in each case on the eleventh banking day in Hamburg ("Banking Day") following the publication of a quarterly, first-half or annual financial report of the company and ends at the conclusion of the tenth banking day after that date. If company does not publish quarterly or first-half financial reports, the number of Exercise Windows within the Exercise Period is reduced accordingly. The company may refuse to accept exercise notices from the Eligible Participants in the event that, during an Exercise Window, an ad hoc announcement is imminent as a result of national or European legal requirements corresponding to Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") as drafted at that time or stock exchange regulations reflecting those requirements (e.g. in the terms and conditions regulating the Open Market on the Frankfurt Stock Exchange). In such cases, the exercise notice is deemed to have been accepted one day following publication of the ad hoc announcement. The Exercise Period is extended by one day if it expires on the day on which acceptance is refused by the company as a result of an ad hoc announcement.
The exercise price of a subscription right is equal to the average closing price for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the three months prior to the date on which the stock option agreement is entered into. The minimum exercise price is EUR 1.00.
The subscription rights may only be exercised if the quoted price corresponding to the exercise price has at least doubled when compared to the average closing rate for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during three months prior to the date on which the subscription right is exercised.
A total of 203,125 subscription rights were granted.
As no equity settled options arise through exercise of the options, the option plan is regarded as a transaction between lenders and is therefore only reflected in the financial statements to the extent that options are in fact exercised.
In the first half of the 2016 financial year the Management Board and the Supervisory Board resolved to establish a stock option plan for those employees of MPC Capital AG and its affiliated companies who participate in profit-sharing ("Stock Option Plan 2016"). The primary objectives of the Stock Option Plan 2016 are to increase the commitment of employees (in particular senior executives) to the company, to motivate them and to enable them to participate directly in the company's success. An additional aim of the plan is to enhance the attractiveness of MPC Capital AG to qualified employees.
The plan was approved by the shareholders at the Annual General Meeting in 2015 (see under "Stock Option Plan 2015").
The principal provisions and conditions relating to the share option plan are described in the following:
Under the Stock Option Plan 2016, subscription rights may be issued to employees of MPC Capital AG and employees of its affiliated companies ("Eligible Participants").
The subscription rights could be granted to the Eligible Participants from 15 February 2016. Further subscription rights may be granted up to the conclusion of 15 February 2022.
The subscription rights granted under the Stock Option Plan 2016 may be exercised for the first time on the fourth anniversary of their grant to the respective Eligible Participant ("Vesting Period"). After the end of the Vesting Period, the subscription rights may be exercised up to the fifth anniversary of the grant ("Exercise Period"). During the Exercise Period, the subscription rights may only be exercised at certain times ("Exercise Windows"). An Exercise Window begins in each case on the eleventh banking day in Hamburg ("Banking Day") following the publication of a quarterly, first-half or annual financial report of the company and ends at the conclusion of the tenth banking day after that date. If company does not publish quarterly or first-half financial reports, the number of Exercise Windows within the Exercise Period is reduced accordingly. The company may refuse to accept exercise notices from the Eligible Participants in the event that, during an Exercise Window, an ad hoc announcement is imminent as a result of national or European legal requirements corresponding to Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") as drafted at that time or stock exchange regulations reflecting those requirements (e.g. in the terms and conditions regulating the Open Market on the Frankfurt Stock Exchange). In such cases, the exercise notice is deemed to have been accepted one day following publication of the ad hoc announcement. The Exercise Period is extended by one day if it expires on the day on which acceptance is refused by the company as a result of an ad hoc announcement.
The exercise price of a subscription right is equal to the average closing price for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the three months prior to the date on which the stock option agreement is entered into. The minimum exercise price is EUR 1.00.
The subscription rights may only be exercised if the quoted price corresponding to the exercise price has at least doubled when compared to the average closing rate for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during three months prior to the date on which the subscription right is exercised.
A total of 44,694 subscription rights were granted.
As no equity settled options arise through exercise of the options, the option plan is regarded as a transaction between lenders and is therefore only reflected in the financial statements to the extent that options are in fact exercised.
In the first half of the 2017 financial year the Management Board and the Supervisory Board resolved to establish a stock option plan for those employees of MPC Capital AG and its affiliated companies who participate in profit-sharing ("Stock Option Plan 2017"). The objectives of the Stock Option Plan 2017 remain to increase the commitment of employees (in particular senior executives) to the company, to motivate them and to enable them to participate directly in the company's success. A further aim of the plan is to enhance the attractiveness of MPC Capital AG to qualified employees.
The plan was approved by the shareholders at the Annual General Meeting in 2015 (see under "Stock Option Plan 2015").
The principal provisions and conditions relating to the share option plan are described in the following:
Under the Stock Option Plan 2017, subscription rights may be issued to employees of MPC Capital AG and employees of its affiliated companies ("Eligible Participants").
The subscription rights could be granted to the Eligible Participants from 02 January 2017. Further subscription rights may be granted up to the conclusion of 15 February 2022.
The subscription rights granted under the Stock Option Plan 2017 may be exercised for the first time on the fourth anniversary of their grant to the respective Eligible Participant ("Vesting Period"). After the end of the Vesting Period, the subscription rights may be exercised up to the fifth anniversary of the grant ("Exercise Period"). During the Exercise Period, the subscription rights may only be exercised at certain times ("Exercise Windows"). An Exercise Window begins in each case on the eleventh banking day in Hamburg ("Banking Day") following the publication of a quarterly, firsthalf or annual financial report of the company and ends at the conclusion of the tenth banking day after that date. If company does not publish quarterly or first-half financial reports, the number of Exercise Windows within the Exercise Period is reduced accordingly.
The company may refuse to accept exercise notices from the Eligible Participants in the event that, during an Exercise Window, an ad hoc announcement is imminent as a result of national or European legal requirements corresponding to Section 15 of the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") as drafted at that time or stock exchange regulations reflecting those requirements (e.g. in the terms and conditions regulating the Open Market on the Frankfurt Stock Exchange). In such cases, the exercise notice is deemed to have been accepted one day following publication of the ad hoc announcement. The Exercise Period is extended by one day if it expires on the day on which acceptance is refused by the company as a result of an ad hoc announcement.
The exercise price of a subscription right is equal to the average closing price for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the three months prior to the date on which the stock option agreement is entered into. The minimum exercise price is EUR 1.00.
The subscription rights may only be exercised if the quoted price corresponding to the exercise price has at least doubled when compared to the average closing rate for the company's shares of the same class in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during three months prior to the date on which the subscription right is exercised.
A total of 16,267 subscription rights were granted.
As no equity settled options arise through exercise of the options, the option plan is regarded as a transaction between lenders and is therefore only reflected in the financial statements to the extent that options are in fact exercised.
The provisions are made up as follows:
| 30/06/2019 | 31/12/2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| 1. Provisions for taxes | ||
| for current taxes | 2,574 | 2,023 |
| 2. Other provisions | 12,596 | 14,246 |
| - Provisions for legal and consultancy expenses | 6,599 | 6,804 |
| - Provisions for personnel expenses | 2,470 | 3,271 |
| - Provisions for expected losses | 2,161 | 2,957 |
| - Provisions for audit of annual financial statements | 339 | 380 |
| - Provisions for commissions | 262 | 268 |
| - Provisions for outstanding invoices | 241 | 353 |
| - Miscellaneous provisions | 524 | 213 |
| Provisions | 15,170 | 16,269 |
Note: Rounding differences may occur
The liabilities schedule below shows the maturity structure of liabilities:
| Maturities | |||||
|---|---|---|---|---|---|
| Total | up to 1 year | over 1 year |
of which over 5 years |
||
| EUR '000 | EUR '000 | EUR '000 | EUR '000 | ||
| 30/06/2019 | 510 | 0 | 510 | 0 | |
| 1. Liabilities to banks | 31/12/2018 | 1,265 | 225 | 1,040 | 0 |
| 2. Trade payables | 30/06/2019 | 1,620 | 1,620 | 0 | 0 |
| 31/12/2018 | 1,063 | 1,063 | 0 | 0 | |
| 3. Liabilities to other long-term investees and investors | 30/06/2019 | 997 | 997 | 0 | 0 |
| 31/12/2018 | 1,658 | 1,658 | 0 | 0 | |
| 30/06/2019 | 997 | 997 | 0 | 0 | |
| - of which from other liabilities | 31/12/2018 | 1,658 | 1,658 | 0 | 0 |
| 30/06/2019 | 9,713 | 2,379 | 7,334 | 0 | |
| 4. Other liabilities | 31/12/2018 | 18,001 | 12,718 | 5,283 | 0 |
| - of which taxes | 30/06/2019 | 546 | 546 | 0 | 0 |
| 31/12/2018 | 1,055 | 1,055 | 0 | 0 | |
| - of which social security | 30/06/2019 | 18 | 18 | 0 | 0 |
| 31/12/2018 | 6 | 6 | 0 | 0 | |
| Liabilities | 30/06/2019 | 12,840 | 4,996 | 7,844 | 0 |
| 31/12/2018 | 21,987 | 15,664 | 6,323 | 0 |
Note: Rounding differences may occur
The bank liabilities comprise in particular one loan amounting to EUR 0.5 million for project financing for opportunistic US equity investments. Repayment is tied to the future returns from these investments.
The future claims for payment are to some extent pledged to the financing bank by way of collateral. The collateral will be held until the full repayment of these loans.
Trade payables essentially include liabilities from legal and consultancy costs as well as from ongoing shipping operations.
Liabilities to other long-term investees or investors result in particular from unpaid contributions to fund companies and from distributions received.
Other liabilities are composed as follows:
| 30/06/2019 | 31/12/2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Liabilities from project financing loans | 6,882 | 4,744 |
| Wage tax liabilities | 523 | 764 |
| Liabilities from a purchase price payment outstanding | 0 | 9,475 |
| Miscellaneous | 2,309 | 3,019 |
| Other liabilities | 9,713 | 18,001 |
Note: Rounding differences may occur
The decline in other liabilities is attributable especially to the payment of the purchase price for the opportunistic acquisition of a portfolio of equity investments in limited partners and in associated business interests.
The loans for project financing are collateralised by the refinanced shares in the project companies. This collateral will be held until the full repayment of these loan liabilities.
To hedge against future currency risks which arise particularly on future incoming payments under firm customer contracts in the context of normal business operations, derivative financial instruments were used to compensate for risks from exchange rate fluctuations.
For example Ahrenkiel Steamship GmbH & Co. KG and its subsidiaries realise a large portion of their revenue in US dollars, while expenditure is incurred largely in euros, so a movement in the exchange rate can have a major impact on the result. To hedge these currency risks, the following currency hedges have been taken out on a portion of the contractually agreed USD revenues for the 2019 and 2020 financial years:
The option premiums paid are reported in the amount of EUR 0.2 million under other assets.
Subject to the conditions being met, the derivative financial instrument is combined with the hedged underlying transaction to form one valuation unit in accordance with Section 254 HGB. By applying the net hedge presentation method, the opposite value changes of the underlying transaction and hedge are not disclosed in the consolidated financial statements.
As at the balance sheet date, future incoming payments under firm customer contracts amounting to USD 17.4 million in total were hedged through valuation units. This took the form of currency forwards in the amount of USD 12.7 million, and of currency options in the amount of USD 4.7 million.
Hedges falling due are – insofar as necessary – extended by means of new hedges. The effectiveness of the valuation unit is assessed prospectively by means of the critical term match method. The expected effectiveness of the hedging relationship is 100 % because the material valuation-relevant features of the underlying transactions and hedges match. Provisions for expected losses were not created due to application of the net hedge presentation method.
There are contingent liabilities as defined in Section 251 HGB. These consist of default guarantees, fixed liability guarantees and liability risks for the provision of collateral for third-party liabilities.
There are warranties and guarantees totalling EUR 19.0 million (31 December 2018: EUR 19.1 million) essentially relating to directly enforceable warranties and guarantees. Their utilisation depends on a number of factors.
There are currently no indications that the MPC Capital Group will utilise the existing contingent liabilities. Utilisation of one or more contingent liabilities would have a considerable impact on the financial position of the MPC Capital Group. Other financial obligations relate to rent and lease obligations in the amount of EUR 5.7 million (31 December 2018: EUR 6.3 million).
Contributions by limited partners held in trust amount to EUR 1.5 billion (31 December 2018: EUR 1.6 billion). They essentially relate to the amounts entered on the Commercial Register for TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds GmbH & Co. KG, Hamburg ("TVP"). If and to the extent that payments that are not covered by profits are made by funds on these contributions by limited partners held in trust, the risk of being sued is within the limits of Section 172 (4) HGB. TVP has scope for recourse against the respective trustors for the greater part of these contingent liabilities.
In addition MPC Investment Services GmbH, Hamburg, manages bank deposits in trust in the amount of EUR 31.2 million (31 December 2018: EUR 52.0 million).
Revenue essentially results from the provision of services. The table below shows a breakdown by revenue type and region:
| H1 2019 | H1 2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| By revenue types | ||
| Management services | 17,778 | 16,780 |
| Transaction services | 1,802 | 2,730 |
| Miscellaneous | 396 | 180 |
| Revenue | 19,977 | 19,690 |
| By region | ||
| Germany | 19,601 | 21,529 |
| Netherlands | 6,428 | 3,766 |
| Spain | 155 | 160 |
| Consolidation | -6,207 | -5,765 |
| Revenue | 19,977 | 19,690 |
Note: Rounding differences may occur..
Other operating income is made up as follows:
| H1 2019 | H1 2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Accounting profits from asset sales | 2,156 | 2,782 |
| Income from the reversal of provisions | 661 | 926 |
| Income from changes in exchange rates | 498 | 1,421 |
| Realised income from changes in exchange rates | 347 | 852 |
| Unrealised income from changes in exchange rates | 151 | 569 |
| Income from the reversal of write-downs on receivables | 199 | 4,028 |
| Miscellaneous | 415 | 234 |
| Other operating income | 3,929 | 9,391 |
Note: Rounding differences may occur.
The other operating income largely consists of accounting profits from asset sales resulting from the successful sale of equity investments in fund limited partnerships.
Costs of purchased services in connection with the management and maintenance of real estate and ships are a major component of this item. Following contractual adjustments, these costs as well as the corresponding income items are lower compared with the first half of 2018.
Personnel expenses are composed as follows:
| H1 2019 | H1 2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Wages and salaries | -12,750 | -11,882 |
| Social security, post-employment and other employee benefit costs | -1,769 | -1,552 |
| Personnel expenses | -14,519 | -13,434 |
Note: Rounding differences may occur.
There were 292 (30 June 2018: 272) employees as at 30 June 2019.
Other operating expenses are composed as follows:
| H1 2019 | H1 2018 | |
|---|---|---|
| EUR '000 | EUR '000 | |
| Legal and consultancy costs | -3,330 | -3,688 |
| IT costs | -1,568 | -1,471 |
| Cost of premises | -1,088 | -1,003 |
| Write-downs on receivables | -1,063 | -80 |
| Personnel recruitment and other personnel costs | -781 | -527 |
| Expenses from currency translation differences | -602 | -632 |
| Insurance and subscriptions | -576 | -500 |
| Services | -537 | -504 |
| Travel and hospitality expenses | -502 | -513 |
| Vehicle costs | -256 | -205 |
| Communications costs | -209 | -227 |
| Prior-period expenses | -161 | -319 |
| Accounting losses from asset disposals | -148 | 0 |
| Advertising and events | -107 | -289 |
| Miscellaneous expenses | -903 | -1,077 |
| Other operating expenses | -11,831 | -11,035 |
Note: Rounding differences may occur
Receivables from services for fund limited partnerships in the amount of EUR 1.1 million in connection with assets from legacy business were written down out of due commercial prudence.
The income from equity investments in the amount of EUR 5.4 million (H1 2018: EUR 1.4 million) mainly comprises the returns made possible by the disposal of the TRANSIT portfolio (EUR 2.5 million), as well as returns on equity investments in limited partnerships that MPC Capital had acquired at the end of last year in an opportunistic portfolio deal (EUR 1.7 million).
Other interest and similar income amounting to a total of EUR 1.3 million (H1 2018: EUR 0.8 million) stems mainly from the loans for project financing.
Interest and similar expenses arise particularly in the form of interest expenses for project financing.
After 30 June 2019 there were no further significant transactions with a material effect on the net assets, financial position or results of operations of the MPC Capital Group.
Hamburg, 16 August 2019
Vorsitzender
Dr. Philipp Lauenstein Dr. Ignace Van Meenen
Ulf Holländer Constantin Baack Dr. Karsten Markwardt
We have reviewed the condensed consolidated financial statements – comprising the balance sheet, income statement, statement of changes in equity, cash flow statement and condensed notes to the consolidated financial statements – as well as the interim management report of MPC Münchmeyer Petersen Capital AG, Hamburg, for the period from 1 January 2018 to 30 June 2018. The preparation of the condensed consolidated financial statements in accordance with German commercial law and of the interim management report in accordance with the "General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse" is the responsibility of the legal representatives of the company. Our responsibility is to issue a report on the condensed consolidated financial statements and the interim management report on the basis of our review.
We conducted the review of these condensed consolidated financial statements and this interim management report in accordance with the German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW – Institute of Public Auditors in Germany). Those standards require that we plan and perform the review such that, after critical appraisal, we can with a degree of certainty rule out that the condensed consolidated financial statements were not prepared in accordance with the German Commercial Code in material respects, or that the interim management report has not been prepared in accordance with the "General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse" in material respects. A review is in the first instance limited to interviewing employees of the company and making analytical assessments, and therefore does not offer the level of assurance achieved by an audit. As it was not within the scope of our mandate to conduct an audit, we cannot issue an audit opinion.
On the basis of our review, no matters have come to our attention that lead us to assume that the condensed consolidated financial statements were not prepared in accordance with the German Commercial Code in material respects or that the interim management report has not been prepared in accordance with the "General Terms and Conditions of Deutsche Börse AG for the Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse" in material respects.
Hamburg, 23 August 2019
BDO AG Wirtschaftsprüfungsgesellschaft
gez. Härle gez. Kaletta Wirtschaftsprüfer Wirtschaftsprüfer

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