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Wacker Neuson SE — Annual Report 2012
Apr 3, 2013
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Annual Report
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IN ACTION EVERYDAY. ANNUAL REPORT 2012
FACTS AND FIGURES AT A GLANCE
Development of business segments
Sales by region
Revenue according to segment reporting
Quarterly revenue trends
2009 2010 2011 2012 2012 vs. 2011
generate similar revenue streams. Together, these two segments, combined with further double-digit revenue growth in our services segment, gave us a balanced revenue mix in 2012.
Revenue for the fi rst quarter 2012 was signifi cantly higher than we had expected. However, the downturn in Europe had a major impact during the second half of 2012. In contrast, business in the Americas continued to develop well. In 2012, each quarter improved on the respective quarters in the
MORE INFORMATION p. 69
Record-breaking revenue
Development of revenue and profi t margins 2007 to 2012 In 2012, Wacker Neuson revenue increased by 10.1 percent on the previous year to reach EUR 1,091.7 million. This is a record high fi gure for the Group. It also means that the Group has increased revenue by 83 percent in just three years. Weak demand in Europe, together with increased market penetration and the relocation to a new production facility all impacted profi tability. With an EBITDA margin of 13 percent, the Group also achieved its earnings forecast for 2012.
Pro-forma fi gure: Reported as if the Neuson Kramer subgroup were fully consolidated in 2007 (actually consolidated on October 1, 2007). Revenue reported in 2007: EUR 742.1 million.
2009 profi t margins adjusted to discount goodwill impairment, restructuring costs.
2012 vs. 2009 Revenue EBITDA margin EBIT margin Net earnings margin
Return on Capital Employed (ROCE)
5 15 25 30 35 20 10 -5 200 400 600 2007 pro forma 2008 2009 2011 2012 2010 800 646.6 486.7 537.4 538.9 531.3 in € million as a % 793.2
Capital employed and ROCE I 2007 to 2012
Return on capital employed (ROCE) shows how much return a company realizes on the total capital it employs by comparing EBIT with the capital invested during a fi scal year. In 2012, Wacker Neuson realized a return of 10.8 percent before tax (ROCE I) and 7.6 percent after tax (ROCE II). The ROCE II fi gure was higher than the weighted average cost of capital (WACC), which came to 7.5 percent. Overall, the Group thus produced slight value in 2012.
Healthy assets and fi nances
Balance sheet ratios 2007 to 2012 Wacker Neuson is in a healthy fi nancial position with a high equity ratio of around 68 percent and gearing of just 23 percent. In 2012, Wacker Neuson increased net fi nancial debt as planned to effi ciently deploy funds with a view to driving further growth. The Group has only drawn on 60 percent of its credit lines and thus has suffi cient fi nancial headroom. This healthy position was again confi rmed by the capital market in February 2012 when the Group successfully placed Schuldschein loan agreements.
Net financial debt in € million Equity before minority interests in € million Gearing as a % Equity ratio before minority interests as a %
Average capital employed ROCE I
FIGURES AT A GLANCE 2012
WACKER NEUSON GROUP AT DECEMBER 31
| in € million | 2012 | 2011 | Changes |
|---|---|---|---|
| Key fi gures | |||
| Revenue | 1,091.7 | 991.6 | +10.1% |
| EBITDA | 141.7 | 162.6 | -12.9% |
| Depreciation and amortization | 56.8 | 38.8 (49.6)1 | +46.3% |
| EBIT | 84.9 | 123.82 | -31.4% |
| EBT | 77.8 | 120.32 | -35.3% |
| Profi t for the period | 54.1 | 85.82 | -36.9% |
| Number of employees | 4,096 | 3,514 | +16.6% |
| Share | |||
| Earnings per share in € | 0.77 | 1.22 | -36.9% |
| Dividends per share in € | 0.303 | 0.50 | -40.0% |
| Key profi t fi gures | |||
| Gross profi t as a % | 30.4 | 32.6 | -2.2 PP |
| EBITDA margin as a % | 13.0 | 16.4 | -3.4 PP |
| EBIT margin as a % | 7.8 | 12.52 | -4.7 PP |
| Key fi gures from the balance sheet | |||
| Non-current assets | 790.2 | 743.1 | +6.3% |
| Current assets | 554.6 | 471.2 | +17.7% |
| Equity before minority interests | 914.7 | 901.1 | +1.5% |
| Net fi nancial debt | 214.2 | 90.4 | +136.9% |
| Total liabilities | 426.6 | 310.3 | +37.5% |
| Equity ratio before minority interests as a % | 68.0 | 74.2 | -6.2 PP |
| Working capital | 456.8 | 370.5 | +23.3% |
| ROCE I as a % | 10.8 | 17.51 | -6.7 PP |
| ROCE II as a % | 7.6 | 12.51 | -4.9 PP |
| Capital employed (average) | 793.6 | 646.9 | +22.7% |
| ROE as a % | 6.1 | 9.0 | -2.9 PP |
| Cash fl ow | |||
| Cash fl ow from operating activities | 13.6 | 43.6 | -68.8% |
| Cash fl ow from investing activities | -99.9 | -105.5 | -5.3% |
| Investments (property, plant and equipment and intangible assets) | 104.0 | 114.0 | -8.8% |
| Cash fl ow from fi nancing activities | 88.8 | 42.6 | +108.6% |
| Free cash fl ow | -86.3 | -61.9 | +39.4% |
Adjusted to refl ect write-ups on intangible assets in the amount of EUR 10.8 million in 2011.
Includes write-ups of brand impairment in 2011 in the amount of EUR 10.8 million.
3 Dividend proposal for the AGM on May 28, 2013.
All consolidated fi gures prepared according to IFRS. A six-year overview of key indicators is provided at the end of this report.
ABOUT WACKER NEUSON
The Wacker Neuson Group is a leading manufacturer of light and compact equipment with over 40 affi liates, more than 140 sales and service stations and over 12.000 sales and service partner across the globe. The Group's roots date back to 1848. Wacker Neuson is the partner of choice among professional users in a wide range of industries including the construction, gardening, landscaping and agriculture sectors, as well as among municipal bodies and companies in the industrial, recycling and energy sectors. The company offers a worldwide spare part service. Wacker Neuson employs over 4,000 people an increased group revenue to 1.1 bn Euro in 2012.
WELCOME! PLEASE ENTER.
CONTENT
TO OUR SHAREHOLDERS
- Interview with the CEO 2
- Management 8
- Global presence 10
IN ACTION EVERYDAY. 12
- bauma 2013 40
-
Product overview 42
-
The Share/Investor Relations 44
- Report by the Supervisory Board 49
- Corporate Governance Declaration and Report 54
- COMBINED MANAGEMENT REPORT 61
- CONSOLIDATED FINANCIAL STATEMENTS 123
FURTHER INFORMATION
- Glossaries 176
- Publishing Details/Financial Calendar 6-Year Comparison 182
1
INTERVIEW WITH THE CEO
MR. PEKSAGLAM, LET'S START BY TAKING A LOOK AHEAD. WHAT CAN WACKER NEUSON EXPECT FROM THIS YEAR AND THE NEAR FUTURE?
We have a strong market position. Over the past year, we strengthened our position in a number of focus markets even further. This success is largely attributable to our innovative drive, excellent product and service quality, reliable spare parts business, healthy fi nancial position and independence as a mainly family-owned enterprise. And the future is looking bright – our international sales network offers further cross-selling opportunities between light and compact equipment. Our increased presence in the agricultural, gardening and landscaping sectors is another strategic growth driver, as is our growing footprint in the recycling and logistics industries. We have fl anked our efforts here by continually improving processes and modernizing our production plants in recent years. As a result, we have become a very fl exible organization capable of responding fast to fl uctuations in demand and changing customer needs. And these are crucial success factors in any competitive market.
WHAT ABOUT THE FIGURES?
Despite low economic visibility and high volatility in certain markets, we are optimistic about the year ahead. We aim to increase revenue to around EUR 1.2 billion in 2013 and improve on 2012's EBITDA margin of 13 percent. We have expanded our capacity and overhauled our production sites and organizational structures. Although these measures affected our income in 2012, we now have this work behind us. This leaves us free to fully focus on expanding our shares in established and new markets.
HOW DOES WACKER NEUSON MEASURE UP TO THE COMPETITION?
Our focus on customer processes is certainly one of our most important USPs. Our light and compact equipment dovetail to perfection on construction sites and service is playing an increasingly important role here too. This combination is proving increasingly popular in our markets as customers recognize the benefi ts of one-stop shopping − adding value, for example, to their procurement, logistics and spare parts workfl ows. Our successful alliances
" OUR STRONG COMPETITIVE POSITION AND OUR HIGHLY MOTIVATED STAFF HELPED US INCREASE REVENUE LAST YEAR."
with Caterpillar and Claas further strengthen our competitive position. Last year, we had to contend with diffi cult market environment and major internal
› CEM PEKSAGLAM CEO and Chairman of the Executive Board
upheavals such as the relocation to our new compact equipment facility in Linz, Austria. Yet despite these challenges, we were able to increase revenue in 2012 – an achievement that was primarily down to our strong competitive position and our highly motivated staff.
THE CONSTRUCTION INDUSTRY IN A NUMBER OF WACKER NEUSON'S KEY EUROPEAN SALES REGIONS IS IN CRISIS. YET YOU REMAIN CONFIDENT. WHY?
It's true that construction markets in countries such as Spain, Portugal and Italy are currently in a state of crisis. But there are also a number of stable and, in some cases, expanding construction markets across Europe. Wacker Neuson is a global player and we will continue to extend our international footprint. North America is an important market for us − we have a strong foothold there and the North American construction market is showing signs of recovery. We are also placing equal focus on emerging markets, in particular China, Eastern Europe and South America. These countries will be investing billions in infrastructure projects over the coming years, building and expanding airports, road, rail and utility networks, public buildings and telecommunications systems. There is a wealth of growth opportunities for Wacker Neuson worldwide and it is up to us to capitalize on them over the coming years.
ARE YOU SATISFIED OVERALL WITH FISCAL 2012?
On the one hand, yes. We exceeded the billion-euro revenue mark, thus achieving our revenue target for the year. We were able to increase revenue by a healthy 10 percent despite the diffi cult market conditions. On the other hand, our profi t fi gures did not fare so well. We identifi ed this trend in August and reduced our EBITDA forecast to a range of 13 to 15 percent. Thirteen percent is still in our target corridor, albeit at the lower end.
THIRTEEN-PERCENT EBITDA IS STILL A GOOD RESULT FOR THE INDUSTRY. NEVERTHELESS, PROFIT DID NOT KEEP PACE WITH REVENUE. WHY WAS THAT?
That's not something I can answer in a single sentence. There were a number of factors − working both within and beyond company walls. Externally, the downturn in the European construction industry impacted many countries. This forced us to implement additional − albeit successful − sales strategies in more competitive markets. Within the company, the move to our new compact equipment production facility in Hörsching (near Linz, Austria) had a temporary impact on earnings. However well you plan such a move, production startup at a new factory is a challenge for any organization, especially when, as in our case, this
" THE DOWNTURN IN THE EUROPEAN CONSTRUCTION INDUSTRY FORCED US TO IMPLEMENT ADDITIONAL − ALBEIT SUCCESSFUL − SALES STRATEGIES IN MORE COMPETITIVE MARKETS."
also involved changes to a number of manufacturing parameters and internal logistics workfl ows. The relocation to the new site led to delays in deliveries, which in turn kept compact equipment revenue below target for
several months. Our earnings were also impacted by a third factor that is rather unobvious at fi rst sight. We had to increase headcount in order to realize our growth plans and push up working capital to meet more stringent legal requirements.
WHY DID YOU HAVE TO INCREASE WORKING CAPITAL BY ALMOST A QUARTER?
We aim to increase our global business activities. To realize this strategy, we have to invest in working capital. We have channeled our efforts here into creating faster, more fl exible delivery processes as this will enable us to capitalize better on emerging opportunities. In addition, stricter emissions standards have led us to introduce modern, Tier-IV-compliant engines,
To our Shareholders
and this has had a signifi cant effect on our warehousing and logistics workfl ows, forcing us to increase inventories by almost a third. Fortunately, our strong fi nancial position enables us to implement these targeted measures at an early stage and thus secure our ability to deliver products. During the second and third quarters, however, sales remained below our expectations, and this caused the working capital to revenue ratio to rise.
WHAT EFFECT DID THESE LARGE INVESTMENTS HAVE ON EARNINGS AND FINANCIALS?
When you invest as heavily as we have over a period of several years, depreciation inevitably increases. From 2007 to 2012, we invested around EUR 475 million in the company − which is a signifi cant amount for a company of our size. It also shows that our shareholders truly support the company's strategies. The investments have hardly impacted our strong fi nancial position. At 68 percent, our equity ratio is far above our peer average. Admittedly, our net fi nancial debt has more than doubled. However, this is primarily due to the EUR 120 million Schuldschein loan agreements that we placed at favorable terms in February 2012. The resulting funds have given us the long-term fi nancial headroom we need to grow further.
THE FACT REMAINS, HOWEVER, THAT THE EQUITY RATIO HAS FALLEN FROM AROUND 80 PERCENT IN 2010 TO 68 PERCENT AT THE END OF 2012.
That's correct. At the same time, however, equity before minority interests − in absolute terms − increased from EUR 831 million in 2010 to EUR 915 million last year. It only fell in relative terms once the balance sheet total was adjusted in light of the 44-percent increase in the volume of business over these two years. And that is no real cause for alarm. Our fi nancial strength also benefi ts our customers, who are increasingly availing of our fi nancing options. Signifi cantly
more than 50 percent of all new equipment sales are already fi nanced. We have a major advantage of being able to offer our partner banks security and our customers excellent fi nancing conditions.
" WE HAVE A MAJOR ADVANTAGE OF BEING ABLE TO OFFER OUR PARTNER BANKS SECURITY AND OUR CUSTOMERS EXCELLENT FINANCING CONDITIONS."
NEVERTHELESS, ISN'T IT SOMEWHAT AMBITIOUS TO INVEST AROUND A TENTH OF YOUR REVENUE IN SEVERAL CONSECUTIVE YEARS AT A TIME OF INTENSE ECONOMIC UNCERTAINTY? IN 2012 ALONE, EUR 94 MILLION WAS CHANNELED INTO CAPITAL EXPENDITURE.
It takes a certain amount of confi dence, it's true. However, we know exactly where our strengths and weaknesses lie and this is crucial for our success in the future. Take the EUR 65 million that we channeled into Hörsching − less than a third of which was reported in 2012. This investment has enabled us to triple our production capacity for compact equipment in Austria. We also expanded our plant in Milwaukee and invested in our international sales and distribution network. These are sound investments in future growth and future earnings.
WITH ALL THIS ATTENTION ON NEW MARKETS, NEW TARGET INDUSTRIES AND THE NEW PRODUCTION SITE, DOES MANAGEMENT HAVE ANY TIME OR RESOURCES LEFT FOR TECHNICAL INNOVATIONS?
It may come as a surprise, but once again we increased spending on research and development. This time, by an impressive 22 percent in 2012. Furthermore, the Hörsching plant is not only a state-of-the-art production facility, it is also home to a new R&D center with its own test zones and test grounds. This comes hot on the heels of our investments in the R&D center for light equipment in Munich. Our engineers have not had time to rest on their laurels. They have developed a range of new innovations and product variants, which we will be showcasing at this year's bauma in Munich. Our telematics system, for example, allows customers to monitor and manage their machines in real time. The system uses GPS tracking to pinpoint machine locations at all times. Customers can use their PCs or cell phones to check, for instance, whether a machine's engine is running, where it is currently located and whether it is moving faster than fi fteen kilometers an hour.
THERE HAVE BEEN A NUMBER OF CHANGES AT EXECUTIVE BOARD LEVEL IN RECENT MONTHS. WHY?
We identifi ed signifi cant synergy potential between our light and compact equipment segments, particularly in the areas of R&D, production and procurement. To make the most of these opportunities, we had to bring these segments even closer together. This is why they were put under the single management of Martin Lehner, who was responsible for compact equipment before that. Richard Mayer, who previously managed light equipment at Executive Board level, reached a mutual, amicable agreement with the Supervisory Board to step
down from his position at the end of September 2012. Chief sales offi cer Werner Schwind left the Executive Board at the close of March 2013 due to differences in opinion over the future international sales strategy. With today's Executive Board, Wacker Neuson has a lean, effective team that will focus on implementing our common strategy.
IN ORDER TO GROW FURTHER, WACKER NEUSON WILL HAVE TO INCREASE ITS HEADCOUNT. IN LIGHT OF DEMOGRAPHIC CHANGES, WHAT MEASURES ARE YOU TAKING TO ENSURE THAT THE GROUP WILL STILL BE ABLE TO ATTRACT ENOUGH QUALIFIED EMPLOYEES?
First and foremost, we train our own young specialists. Last year, Wacker Neuson provided formal training for 159 young people in industrial, technical and commercial disciplines or within the framework of practical training programs fl anked by studies at technical or vocational colleges – that's forty more than in the previous year. Our student training quota thus increased from 4.2 percent to 4.7 percent. We are also doing a lot to foster the next generation of engineers. In 2012, for example, we again increased the number of short-term internships and student placements across the Group. We also assign challenging diploma thesis topics and actively support high-potential graduates with trainee programs. However, winning new talent is just one side of the equation. We also focus on developing the talents of our existing workforce. Without our ongoing training and qualifi cation programs, we would not have been able to meet some of the challenges we faced in recent years. In fact, I would like to take this opportunity to thank all of our employees worldwide for their tireless effort and commitment to Wacker Neuson.
THANK YOU FOR THE INFORMATIVE INTERVIEW, MR. PEKSAGLAM.
The CEO had been interviewed by Joachim Weber – Economics journalist
Joachim Weber started his career with an apprenticeship in industrial business management (mechanical engineering). He followed up on this with a degree in business management (minor in business IT) at the University of Hamburg. From 1974 to the end of 2007, he worked as a business and industry reporter for the German-language daily newspapers "Die Welt" and "Handelsblatt". Today, Joachim Weber works as a freelance journalist, focusing mainly on the interface between economics and technology, an area of journalism that continues to offer interesting opportunities in Germany.
from left to right
› MARTIN LEHNER
CTO (Deputy CEO)
Responsible for purchase, production, technology and quality.
› GÜNTHER C. BINDER CFO
Responsible for fi nance, audit and IT.
› CEM PEKSAGLAM
CEO and Chairman
Responsible for strategy, sales, logistics, service, marketing, investor relations, corporate communication, compliance, HR, legal matters and real estate.
WACKER NEUSON AROUND THE WORLD
Global distribution via affi liates plus Wacker Neuson stations and partners for sales and services.
WACKER NEUSON GETTING THE JOB DONE
Our products are as diverse and versatile as our customer base. With our broad portfolio of light and compact equipment, we have the technology, knowhow and skills to provide customized solutions the world over. From construction specialists and landholders to gardening and landscaping service providers, every customer – big and small – has their own unique set of requirements. And every process has its own story to tell.
We want to tell these stories. The following 13 short case studies show how everything our customers dig, move, build and develop ultimately enhances our lives – at home, at work and on the move. Meeting our customers' challenges is what drives us to do what we do. It's what motivates our employees and spurs our technicianson to develop new innovations for customers the world over. Day in and day out, our machines always get the job done.
> 2013 GOT OFF TO A GOOD START FOR US. THE FOLLOWING 13 TESTIMONIALS FROM AROUND THE WORLD HIGHLIGHT THE DIVERSITY AND STRENGTHS OF OUR PRODUCTS.
› PAGE 14 DIZZYING HEIGHTS
› PAGE 16 AROUND THE CLOCK
› PAGE 18 ALL-ROUND PACKAGE
› PAGE 20 FARM WORK MADE EASY
GIANT LEAP
› PAGE 24 WINNING SERVICE
› PAGE 26 EVERY DAY COUNTS
› PAGE 28 WARM AND COZY
› PAGE 30 GOING THE DISTANCE
› PAGE 38 SPEED MATTERS
› PAGE 36 STANDING TALL
› PAGE 34 YELLOW HELPERS WITH GREEN FINGERS
› PAGE 32 GENTLE GIANT
DIZZYING HEIGHTS
COMPACT EXCAVATORS IN TOUGH CONDITIONS
- › DEPLOYMENT SCENARIO Pumped-storage hydroelectric power plant
- › CHALLENGE Work in confi ned conditions over 2,200 meters above sea level
Demand for alternative energies is rising rapidly – which means the world needs more power-generating capacity. A spectacular project is currently taking shape in French-speaking Switzerland, not far from Lake Geneva. At 2,205 meters above sea level, the Lac du Vieux Émosson dam is currently home to the region's highest construction site.
"In future, the reservoir should hold twice as much water so the new, central Nante de Drance pumped-storage hydroelectric power plant can unleash its full power (900 MW). To do this, we have to increase the height of the existing dam by twenty meters, starting from just a narrow ridge below the top of the dam. From here, five Wacker Neuson excavators are using rotary mills operated by their own hydraulics to remove twenty centimeters of the cracked, outer concrete surface. This provides an optimum base for the old and the new concrete to fuse and will enable the structure to withstand forces further down the line. The lack of space is not the only challenge we are facing, however. At this altitude, cold is also an issue. Especially in winter when temperatures can drop to minus 25 degrees Celsius. This puts our machines under even more pressure, but the five Wacker Neuson excavators are more than a match for these conditions."
Christian Maillet, Project Manager
Marti Construction SA
To our Shareholders
› SMALL TURNING RADIUS:
The machines are lifted to the top level by crane. Up here, machines only have a few meters to maneuver and must therefore be extremely compact.
› AR36 EXTERNAL VIBRATORS GENERATE 3,000 TO 12,000 REVOLUTIONS PER MINUTE
16 Wacker Neuson SE | Annual Report 2012
To our Shareholders
AROUND THE CLOCK
COMPACTING CONCRETE HIGH ABOVE THE CITY
› DEPLOYMENT SCENARIO External vibrators for cast-in-place concrete formwork
› CHALLENGE Deliver high performance around the clock
Russia's cities are changing faster and more dramatically than ever before. Moscow, Russia's metropolis, currently has a population of 10.4 million. However, it's growing by 150,000 inhabitants each year. And so it's no wonder that construction is booming.
"Moscow is one of the most spectacular cities in the world. And it is growing fast. There simply isn't enough accommodation, however, and so we are building a high-rise that will provide over 50,000 m2 of living space spread over 35 floors. At the moment, we are working on the exterior facades of the first five floors, casting the concrete on site in special formwork. We are using over 250 AR36 external vibrators from Wacker Neuson to compact the concrete in these molds. The high frequencies produced by the machines cause the formwork to vibrate and the concrete to compact. It is a crucial process for facades of this size and mass – after all, it's these walls that give the building its stability. We are making good progress, though, largely thanks to Wacker Neuson's easy-to-use equipment."
Petrakov Mikhail Evgenievich Project Manager, OOO Povolghie Build
Construction
ALL-ROUND PACKAGE
CUSTOMER SERVICE IN MUNICH
› DEPLOYMENT SCENARIO Large construction site in Munich › CHALLENGE Get equipment on site fast
The underground section of a new parking lot is already in place, and the first two floors of the northern section have also been built. To ensure that the entire shell of the building is completed in just six months, though, the contractor has expanded its construction team. So the company needs to find new machines, fast.
"Wacker Neuson has a lot of machines that we need on our site. And it certainly makes my life easier for me if my vendor can come straight to the construction site to discuss exactly what we need. At the end of the day, I make my decision based on the number of machines available and delivery timeframes. The manufacturer also has to have the right service at the right price. But Wacker Neuson has never let us down."
Christian Michels, Construction company employee
To our Shareholders
FARM WORK MADE EASY
WEIDEMANN − THE AGRICULTURAL SPECIALIST
› DEPLOYMENT SCENARIO Cattle farm
› CHALLENGE Increase effi ciency with robust, versatile equipment
As agricultural landholdings grow in size, efficiency and profitability are gaining in importance. Weidemann's versatile wheel loaders and telescopic handlers make light work of all farm tasks and are a firm favorite among landholders.
"Our farm currently stretches over 100 hectares and we have over 300 breeding animals. We only want the best for our animals, and endeavor to provide an appropriate, stress-free environment where our livestock is properly cared for. Which entails quite a lot of work! The Weidemann Hoftrac® is perfect for our barns and stables. We use these wheel loaders to transport feed, lay bedding, muck out and clean our yards. They have definitely increased our productivity. Personally, I also find a Hoftrac® very easy to maneuver with its small turning radius. It's also simple to fit and replace the wide range of accessories and attachments, including fork and shovel attachments, brooms, snow ploughs and more. For stacking our silage and hay bales, we use a Weidemann telescopic handler – a real workhorse. Our Weidemann machines have certainly become part of the family."
Ida Van de Klochjes, Owner of a livestock farm in the Netherlands
› PAYLOAD
LIFTING HEIGHT 9 M
To our Shareholders
GIANT LEAP
KRAMER ALLRAD AT EVENTS
› DEPLOYMENT SCENARIO New Year's Championship Ski Jump › CHALLENGE Move a wide range of event equipment quickly and safely
On January 1, 2013, the German town of Garmisch-Partenkirchen was again host to the traditional New Year's Championship Ski Jump. In the run-up to this leg of the Four Hills Tournament, the organizers needed robust, powerful machines.
"When the world's best ski jumpers come to Garmisch-Partenkirchen, there's no room for mistakes. At the event site, we had to organize safety fences, all of our technical equipment and lots of chairs for the spectators − and everything had to get to where it was needed at exactly the right time. We also had to make sure that there was enough snow in the right places. This was especially important this year as there wasn't much snow. And it all had to be done as quickly and smoothly as possible. This year was a great success for us with over 30,000 people coming to watch the competition on the new jump. Luckily, we had four Kramer Allrad machines to help with our off-piste preparations. The telescopic handlers could be extended from three to nine meters in height, making them ideal for fixing the wind fences on the jump itself. We were also prepared for bad weather. Armed with Wacker Neuson generators and a light tower, we were ideally equipped to keep this global event well and truly in the spotlight."
New Year's Championship Jump, Ski-Club Partenkirchen e. V.
WINNING SERVICE
CUSTOMER SERVICE HIGH IN THE MOUNTAINS
- › DEPLOYMENT SCENARIO Portable, diesel-powered generators in the mountains
- › CHALLENGE Deliver generator to remote location
Unspoilt mountain pastures can still be found nestled throughout the Alps. The people who live here love the seclusion and breath-taking nature of their surroundings. High up in the mountains, however, water, power and the Internet are not always a given.
"My family has lived on an Alpine pasture 1,400 meters above sea level for generations. Nowadays, however, we also want a certain standard of modern living and so we drive down to the valley almost every day to go shopping, visit the doctor or attend some event or other. We often rent the cabin next to our house to people looking for a new way of life or holidaymakers who want to get away from it all for a while. But electricity is still a must in this day and age. And to make sure that they can turn on the television and lights whenever they want to during the long evenings, we've just replaced our old generator with a new one from Wacker Neuson. A customer service technician from the company even came all the way up here to install the new generator – now that's what I call service!"
Doro Yanicki, Holiday apartment rental
To our Shareholders
› LOCATION: BAYRISCHZELL 1,400 M ABOVE SEA LEVEL
EVERY DAY COUNTS
EXCAVATORS IN THE SOLAR ENERGY SECTOR
› DEPLOYMENT SCENARIO Photovoltaic park at Schleizer Dreieck › CHALLENGE Work in a confi ned space
SYBAC Solar AG is based in the German town of Kehrig. The company specializes in planning and constructing solar parks and has already built over fifty of these environmentally friendly power plants with a total output of around 500 MW next to highways, rail tracks, commercial developments and brownfield land. The Schleizer Dreieck park was built next to the oldest natural race track in Thuringia, Germany and saves 6,500 tons of CO2 from being released into the atmosphere each year.
"Every day counts when you are building a solar park. The sooner it goes operational, the sooner it starts generating value. We erected 46,600 silicon solar modules with a nominal output of 11 megawatts on a 13.5-hectare site at Schleizer Dreieck. The plant produces 10.7 MWh of power per year and supplies 3,000 4-person households with environmentally sound, regenerative energy. During construction, we had to lay kilometers of cable and install the modules as close to each other as possible in order to optimize overall plant performance. We used Wacker Neuson compact excavators to dig trenches and anchor the solar modules in the ground. Their tight turning radius, compact dimensions and outstanding handling characteristics − even on steep slopes − made them indispensable helpers."
Robert Watkins, Chief Technology Offi cer SYBAC Solar AG, Kehrig, Germany
› VERTICAL DIGGING SYSTEM (VDS) EFFICIENT EXCAVATION
The Vertical Digging System (VDS) allows the superstructure of an excavator to be continuously tilted by up to 15 degrees, compensating for slopes of up to 27 percent.
WARM AND COZY
LOW COST OF OWNERSHIP
› DEPLOYMENT SCENARIO Heaters at an oil pipeline in Alaska › CHALLENGE Secure a reliable source of warmth in arctic conditions
The Trans-Alaska Pipeline System transports oil 1,287 kilometers through Alaska, from the base station at Prudhoe Bay far in the north to the icefree port of Valdez in Prince William Sound to the south. MagTec Alaska LLC specializes in rental and support services for oil and gas companies. The firm is used to mastering the challenges posed by Alaskan winters and knows that heat is often a matter of life and death.
"Thousands of workers are flown out to Prudhoe Bay and the Kuparuk oil fields every week. Temperatures here can fall to -50º C. In fact they often drop as low as -73º C if you factor in the wind chill. That is unbelievably cold. All of the machines used by companies here, including drilling equipment, are subject to these harsh temperatures. Downtime costs valuable time and money. We therefore need to get equipment up and running again as quickly as possible. In many cases, we have to repair broken-down trucks carrying food supplies outside in these freezing temperatures. We always bring our portable heaters with us − we wouldn't be able to do our job without them. In fact, we now have a fleet of 90 heaters. When selecting heaters, we have to think ahead. After all, we run them around the clock and a long way from civilization. Factors such as durability and reliability are make or break for us and our customers at the oil fields. This is why we chose ten HI770 portable oil-fired air heaters from Wacker Neuson. They are perfect for arctic conditions. Which is good, because heat is a matter of life and death out here."
Dean Bush, General Manager for MagTec Alaska LLC
GOING THE DISTANCE
LIGHT EQUIPMENT IN CHINA
- › DEPLOYMENT SCENARIO Rail network in China
- › CHALLENGE Enable track construction in remote locations
Well-compacted track ballast provides a stable bed for railroad ties and rails. In China, the varying geographical and climatic conditions test the railroads to their limits. Regular maintenance is therefore a must. China's railroad construction companies often turn to high-quality products with the "made in Germany" seal of quality for this challenge. The powerful BH 23 gasoline breaker from Wacker Neuson is just one example.
"China already has 70,000 kilometers of rail track connecting people in the far-flung corners of this huge country. And the network is expanding. Which calls for ballast tamping equipment. The BH 23 breaker is an extremely popular choice for this task. It is robust, powerful and powered by gasoline, which is a major benefit as of course there's no electricity in more remote areas. This lightweight, long-lasting model is simply the best machine for the job. It can also cope with huge variations in temperature. Customers the world over really appreciate the service we offer. And our Chinese customers are no different. In fact, they've been enjoying our outstanding service offering for more than fifteen years now – since 1997 when Wacker Neuson established its first affiliate in Hong Kong. Asia offers huge potential for Wacker Neuson."
Anne Yiu, Director, Operations & Business Development Asia
› LOCATION: NORTH SEA DIKE
GENTLE GIANT
WORKING IN REMOTE AREAS
- › DEPLOYMENT SCENARIO Lightweight machines in a nature conservation area
- › CHALLENGE Work on protected, sensitive ground
Westerhever in northern Germany is famous for its lighthouse, which is located in the middle of the Wadden Sea natural park in the state of Schleswig-Holstein. In 2009, this beautiful area was declared a UNESCO World Heritage Site.
"I lived and worked next to the lighthouse for 25 years and loved every minute of it. It's just a 45-minute walk from the dike and shops. Cars aren't permitted here because of the fragile terrain and so lots of people still come by foot through the salt marshes and mudflats to visit the lighthouse and the museum. The weather is rough though, and the paths have to be re-laid time and again. To do this, we need small, lightweight machines that don't damage the soil. We've always had great results with Wacker Neuson machines. They're the perfect fit for this protected ecosystem."
Heinrich Geertsen, Former lighthouse keeper
YELLOW HELPERS WITH GREEN FINGERS
TRANSPORTING MATERIAL IN THE GARDENING AND LANDSCAPING SECTOR
› DEPLOYMENT SCENARIO Large garden center › CHALLENGE Transport heavy loads across soft ground
Beautiful landscapes aren't always created by nature. They often involve a lot of hard work − moving earth, planting trees, laying paving and creating borders and also building stone walls. To get these jobs done as effectively as possible, experts need machines tailored to the different conditions and processes.
"I took over my parent's garden center three years ago. I regularly use my Kramer wheel loader on gravel surfaces, soft lawns and even topsoil without any problems at all. When I have to transplant young plants, I simply use the loader to transport them from the greenhouses to prepared beds outside. I also use it move all of my large trees and bushes. It's a big change from my parent's day when they had to do everything by hand or with a wheelbarrow. I'm particularly impressed with the huge range of attachments. You can really see that Kramer knows its customers and channels our needs into their development processes."
Peter Wedekind, Gardener
› DEPLOYMENT SCENARIO: GARDENING AND LANDSCAPING EXTRA-WIDE WHEELS FOR SOFT GROUND
› POWERFUL, RELIABLE AND USER-FRIENDLY HIGH-FREQUENCY INTERNAL VIBRATORS. CABLE LENGTHS UP TO 5 M
STANDING TALL
CREATING STRONG FOUNDATIONS ON LOAMY GROUND
› DEPLOYMENT SCENARIO High-rise construction site in Bangalore, India › CHALLENGE Work with concrete on loamy ground
To our Shareholders
IN ACTION EVERYDAY. 37
India is home to 1.2 billion people, making it the second most populous country in the world. It is a land of stark contrasts, however, where people live under the most basic conditions alongside modern skyscrapers. Demand for affordable housing is high.
"Bangalore is famous for its moderate climate. Our winters are mild and our summers are pleasant. It is also the home of India's software industry. We are currently building a commercial property for an IT company. It's not an easy job as we are building on loamy ground, which can turn to liquid and subside in heavy rain. To counter this problem, we are securing the building with a meterhigh concrete wall and connecting the utility shafts on the inside. We are using MHS internal vibrators from Wacker Neuson with flexible shafts and electric motors to set the concrete. They are very easy to use − all we need is a power source. This is the twelfth time that we have used these vibrators and the project manager is very happy with the quality of the concrete."
Senarat Jayasekera, Affi liate manager of Wacker Neuson Equipment Private Ltd., Bangalore, India
SPEED MATTERS
USING EQUIPMENT ALL DAY AND ALL NIGHT
› DEPLOYMENT SCENARIO Laying paving at the entrance to a garage › CHALLENGE Work late into the night
Most construction work requires a fleet of equipment − regardless of whether the job in hand is a small project, like laying an entrance to a garage, or a major building site.
"We arrived at the site with a whole fleet of Wacker Neuson machines, from mini excavators and wheel loaders through breakers, generators and rammers to vibratory plates and cutters. First, we excavated the old path and disposed of the material. We then installed drainage systems, laid and leveled frost-resistant gravel at the correct height and compacted the surface. After this, we laid the granite curbs and covered the 400 m2 surface area with crushed stone, which served as a base for the paving stones. We then used quartz sand to secure the new stones. To ensure that the sand was worked thoroughly into all of the joins, we used a vibratory plate with a rubber mat. We were working against the clock. Heavy rain had been forecast for the following day and so we had to finish the job that evening. And we did, thanks to Wacker Neuson's light balloons. The additional light helped us work longer into the night. We were able to complete the work to our high professional standards and deliver a great result on time."
Karl Slup, Owner Karl Slup GmbH Construction company
30 M Ø
› RANGE OF LIGHT SOURCES
WACKER NEUSON AT BAUMA 2013 LATEST INNOVATIONS
In Munich at bauma 2013, the world's largest construction equipment trade fair, we will be unveiling numerous new products and technical innovations aimed at making construction site processes more effi cient and user friendly. The Wacker Neuson stand at bauma will cover a total of 6,000 m2 . The Group will be showcasing its entire portfolio of light equipment – with concrete, compaction and worksite technology – and of compact equipment. Kramer Allrad products such as wheel loaders, tele wheel loaders and telescopic handlers will also be on show alongside Wacker Neuson products.
Visitors will be able to see products in action in a range of exciting live shows and also try machines out for themselves in our "hands-on" area.
In our Services section, we will be presenting our entire customer service portfolio from original spare parts through repairs, maintenance and warrantees to used equipment, telematics, training and fi nancing options. In our Wacker Neuson merchandising shop, customers will be able to choose from our own collection of clothes for bauma, as well as from our new Wacker Neuson Kids range.
› WACKER NEUSON WINS DESIGN AWARDS
Wacker Neuson is renowned for its unique product design. In 2013, the Group received two iF Product Design Awards and three Universal Design Awards for its compact equipment.
Although functionality is at the heart of everything we do, product design gives our equipment a "face" and a personality – focusing, for example, on power or load
Compact excavators ET20 if product design 2013 and Universal Design Award 2013
PRODUCT INNOVATIONS 2013
› MORE PRODUCTIVITY WITH TELEMATICS The telematics system developed by Wacker Neuson and Kramer Allrad enables Kramer wheel loader 650 to get even more out of their construction equipment. Telematics lets customers know what their machines are doing on site faster than ever before. Owners can call up a host of information by computer or smartphone, including data on the location and operating times of their machines.
› EH 100: A REVOLUTION IN THE BREAKER SEGMENT The EH 100 generates 100 joules of singlestroke energy, giving it an extremely high demolition power as well as an impressive power/weight ratio and outstanding fl exibility.
› COMPACT AND COMFORTABLE – THE NEW EZ28
Power, quality and concrete user needs are at the heart of all Wacker Neuson's development projects. Which is why the new EZ28 compact excavator delivers outstanding ergonomics and innovative cabin comfort.
› GREATER COMPACTION PERFORMANCE WITH THE DPU 130
The DPU 130 is based on a split base plate concept with separate hydraulic controls. This gives the plate a unique degree of maneuverability and outstanding responsiveness, delivering up to 30 percent more compaction performance than conventional plates.
› 25 PERCENT MORE EFFICIENCY WITH VDS The Vertical Digging System (VDS) compensates for slopes of up to 27 percent by allowing the superstructure of an excavator to be continuously tilted by up to 15 degrees. This enables operators to dig vertically and with much greater precision.
› ALWAYS A CUT ABOVE WITH OUR FLOOR SAWS
We overhauled our entire range of fl oor saws. Our new line offers four models with blade diameters between 350 and 500 millimeters. These new lightweight models − BFS 735, BFS 940, BFS 1345 and BFS 1350 − offer top-class cutting power.
› THE NEW BH 55RW GASOLINE BREAKER − A REAL TRACK SPECIALIST Wacker Neuson's new BH 55rw gasoline breaker delivers 1,350 blows per minute and 55 joules of single-stroke energy, making it the ideal tool for rail track construction.
› DRIVER ASSISTANCE SYSTEM The Vertical Lift System (VLS) for telescopic handlers features automatic, load-adjusted lifting and lowering that prevents unexpected overload. The telescopic arm can be lifted and lowered almost vertically, thus automatically improving machine stability in critical situations.
> COME AND SEE US
OUR PRODUCT PHILOSOPHY: PROCESS KNOW-HOW
Wacker Neuson is the ideal one-stop provider of light and compact equipment guaranteed to optimize our customers' construction processes. The Group is a market leader in many product areas.
LIGHT EQUIPMENT
SELECTION
COMPACT EQUIPMENT
SELECTION
EXCAVATORS PARTS REPAIR
Compact excavators Zero-tail excavators Mobile excavators
SERVICES
DUMPERS PARTS EXCHANGE
WHEEL LOADERS MAINTENANCE
All-wheel-drive wheel loaders
TELESCOPIC HANDLERS FINANCING
Skid steer loaders (< 700 kg) Skid steer loaders (> 700 kg) Track skid steer loaders
Compact telescopic handlers Telescopic handlers Telescopic handlers for
All-wheel-drive tele wheel loaders
Hoftrac® models and wheel loaders for the agricultural industry
the agricultural sector
Articulated wheel loaders
Our share in 2012
Uncertainties surrounding the ongoing debt crisis in Europe and concerns about the "fi scal cliff" in the US overshadowed share movements in 2012. The fi nancial markets were highly volatile during the period under review, and the Wacker Neuson share did not emerge unscathed. The share price started to recover in early 2013, however, and by the end of February it had gained around 9 percent.
Share and index information
Shares in Wacker Neuson SE are traded in the regulated Prime Standard segment of the Frankfurt Stock Exchange and listed in the small-cap SDAX index. Wacker Neuson has been included in the "DAXplus Family" index since January 4, 2010. This index comprises around 120 German and international companies from the Frankfurt Stock Exchange's Prime Standard segment. For a company to be included in the DAXplus Family Index, the founders must hold at least 25 percent of the voting rights, or sit on the Executive or Supervisory Board and hold at least fi ve percent of the voting rights. The weighting in this index is based on market capitalization of the free fl oat.
2012: A turbulent year for the markets
In 2012, the European debt crisis once again cast a shadow over the German stock market. An optimistic start to the year was not sustained, with share prices falling amid concerns about the state of some Southern European economies in particular. The markets did eventually recover when the European Central Bank made an undertaking to do everything in its power to save the euro. Towards the end of the year, the budget stand-off between Democrat and Republican representatives in the US led to further unease and volatility in the markets.
Despite all this, the German stock market indexes fi nished the year well above their start-of-year levels. During the period under review, the DAX rose by 29.1 percent and the SDAX by 18.7 percent. p. 45 fi g.1.
The Wacker Neuson share
Stock market trading was volatile in 2012, and this was refl ected in Wacker Neuson share price trends. At the start of the year, the share was listed at EUR 9.40, rising to EUR 13.45 by the beginning of March. The share price declined during the year, however, and reached a low of EUR 9.06 on November 27, 2012. It rallied again at the end of the year, closing at EUR 10.35 on December 31, 2012, an increase of around 10 percent on the year's opening price. By the end of February 2013, it had climbed around 9 percent to reach EUR 11.30, which corresponds to a market capitalization of EUR 792.6 million. p. 45 fi g. 1.+2.
Key indicators for the Wacker Neuson share
| in € | 2012 | 2011 |
|---|---|---|
| High | 13.45 | 13.49 |
| Low | 9.06 | 8.35 |
| Average | 11.23 | 10.99 |
| Year-end | 10.35 | 9.55 |
| Average daily trading | ||
| volume in shares | 27,354 | 39,021 |
| Earnings per share1 | 0.77 | 1.22 |
| Book value per share1 | 13.09 | 12.94 |
| Dividend payment proposed1 | 0.302 | 0.50 |
| Payout ratio as a % | 38.9 | 40.9 |
| Market capitalization at | ||
| year-end in € million | 725.9 | 669.8 |
70,140,000 shares.
Dividend payment to be proposed at the AGM on May 28, 2013.
2. Monthly highs, lows and averages for Wacker Neuson share Jan. 1, 2012 – Feb. 28, 2013 in Euro
| Share facts at a glance | |
|---|---|
| ISIN / WKN | DE000WACK012 / WACK01 |
| Trading symbol | WAC |
| Sector | Industrial |
| Reuters / Bloomberg | WACGn.DE/WAC GR |
| Stock category | Individual no-par value nominal shares |
| Share capital | EUR 70,140,000 |
| Number of authorized shares | 70,140,000 |
| Stock exchange segment | Regulated market (Prime Standard), Frankfurt Stock Exchange |
| Indices | SDAX, DAXplus Family, CDAX, GEX, Classic All Shares |
| IPO | May 15, 2007 |
| Designated sponsor | Deutsche Bank |
The Executive Board and the Supervisory Board at the AGM on May 22, 2012 in Munich.
Performance of construction and construction supplier shares
Other well-established listed companies in our industry saw similar ups and downs in their share valuation. The above chart p. 45 fi g. 1. shows how the Wacker Neuson share performed in relation to our peer group as a whole since January 2012. The index includes French companies Manitou, a telehandler manufacturer, and Haulotte, a lifting equipment specialist, Austrian crane and hydraulic lifting systems manufacturer Palfi nger, the American construction equipment manufacturers Caterpillar and Terex, Swedish rental company Ramirent, Swedish industrial company Atlas Copco and engine manufacturer Deutz.
General meeting
The Annual General Meeting of Wacker Neuson SE took place in Munich on May 22, 2012. Around 200 shareholders with 59,992,814 voting rights were represented. Based on a share capital of 70,140,000 shares, this corresponds to 85.5 percent of shareholders.
CEO Cem Peksaglam delivered a report to the shareholders on the company's performance in 2011 and on the current business situation.
The AGM approved the proposal to pay out a dividend of EUR 0.50 per share for 2011 (2010: EUR 0.17). This represented a total payout of EUR 35.1 million. The distribution ratio thus panned out at around 41 percent based on Group profi t for the year of EUR 85.8 million. This was in line with the long-term dividend policy pursued by the Supervisory Board and the Executive Board, which defi nes a minimum distribution of 30 percent of Group profi t.
At this year's AGM on May 28, 2013, the Executive Board and the Supervisory Board will propose a dividend of EUR 0.30 for 2012. This would correspond to a distribution ratio of around 39 percent based on Group profi t for 2012 of EUR 54.1 million.
Ownership structure
As of the closing date, December 31, 2012, 63.1 percent of the share capital is held by a consortium made up of the Wacker and Neunteufel families (for information regarding the consortium and pool agreement, see p. 110). The Executive Board holds a further 1.0 percent of the shares. The remaining shares are held by private and institutional investors.
To the best of our knowledge, the majority of our shares (free fl oat) – around 59 percent – are held by German investors.
Strong relationships – proactive communication
Maintaining good relationships and regular contact with shareholders, analysts, investors and other stakeholders is important to us; this is the only way to ensure that market players can realistically assess and evaluate our share. In 2012, we actively briefed capital market players at the AGM and at investor conferences and roadshows in Germany and abroad. The objective here is to keep analysts and investors up to speed on trends in our markets and lines of business as well as on our responses to market challenges and our strategies.
A wealth of up-to-date information is available on our website www.corporate.wackerneuson.com under Investor Relations. This includes annual and quarterly reports, press releases and ad-hoc announcements, plus presentations.
Annual report wins award
In 2012, we were very pleased to be awarded eighth place among SDAX-listed companies in the Best Annual Reports 2011 competition organized by 'manager magazin' in Germany. This is the largest competition of its kind in Germany and one of the most comprehensive worldwide. manager magazin analyses the annual reports of around 160 companies listed on the DAX, MDAX, SDAX and TecDAX indices.
Wacker Neuson's "Capital Market Day"
In a bid to demonstrate Wacker Neuson's innovative drive, strong performance and competitiveness to the fi nancial market, the Executive Board and Investor Relations team invited a large group of analysts, investors and business journalists to our annual "Capital Market Day". The event took place on September 27 and 28, 2012 to coincide with the offi cial opening of Wacker Neuson's new compact equipment plant in Hörsching (Austria). As well as a performance update from the Executive Board, attendees were given an insight into production process and our equipment range.
Geographic distribution of private and institutional investors (free float)
as a regional % of total
December 31, 2012.
Share capital/number of shares: 70.14 million.
- See information on consortium and pool agreement (p. 110).
- According to the defi nition in "Guide to the equity indices of Deutsche Börse", 31.61% of shares are in free fl oat.
- Includes shares held by the Wacker and Neunteufel families outside of the consortium.
Analysts watching our share with interest
The Wacker Neuson share is covered by numerous analysts – including newcomers for 2012, HSBC Trinkhaus & Burkhardt AG and Exane BNP Paribas. In February 2013, Bankhaus Lampe started following our share, and immediately issued a "buy" recommendation. Twelve fi nancial institutions are now regularly studying the movements of our share price, and most of them are recommending "hold". At the beginning of March 2013, the mean target price was EUR 11.35 per share and the recommendations ranged from EUR 8.50 to EUR 14.00.
Current analyst recommendations for the Wacker Neuson share
| Name of bank | Target price in € | Buy | Hold | Sell | Date |
|---|---|---|---|---|---|
| Bankhaus Lampe | 13.00 | Feb. 5, 13 | |||
| Exane BNP Paribas | 12.50 | Nov. 19, 12 | |||
| HSBC Trinkaus & Burkhardt AG | 14.00 | 1 | Jan. 10, 13 | ||
| Berenberg Bank | 12.00 | Jan. 8, 13 | |||
| BHF Bank | 11.90 | Aug. 9, 12 | |||
| Cheuvreux | 11.00 | Nov. 13, 12 | |||
| Commerzbank | 11.80 | Feb. 4, 13 | |||
| Deutsche Bank | 10.00 | Nov. 13, 12 | |||
| M.M.Warburg | 12.00 | Nov. 13, 12 | |||
| UBS Investment Bank | 10.00 | Nov. 13, 12 | |||
| DZ Bank | 8.50 | Jan. 22, 13 | |||
| Goldman Sachs | 9.50 | Nov. 1, 12 | |||
| Mean target price | 11.35 |
1 Recommendation: Overweight. As of March 1, 2013.
Historic overview of analyst recommendations on Wacker Neuson share
The analysts' positive evaluations are based on the following success stories and opportunities in particular:
- J Innovation and market leader in light equipment and compact equipment up to 14 tons
- J Sales synergies for compact equipment through existing international sales network
- J Strategic alliances with Caterpillar and Claas
- J Diversifi cation of product portfolio into various sectors, for example agricultural machinery
These opportunities must, however, be weighed up against risks which have the potential to affect the entire industry. These include general economic risks, currency risks and raw materials risks.
Report by the Supervisory Board
Hans Neunteufel Chairman of the Supervisory Board
Dear Ladies and Gentlemen,
2012 saw us again successfully leverage market opportunities to signifi cantly increase our revenue for the third year in a row. For the fi rst time in the company's history, Wacker Neuson's revenue passed the one billion euro mark. Our company is therefore well placed to weather any downturns in the economy. We would like to thank our people in particular for helping us to achieve this result. Their dedication and active willingness to assume responsibility was a great support to company management over the year.
Cooperation between Supervisory and Executive Boards
In the period under review, the Supervisory Board performed the tasks assigned to it by law and the Articles of Incorporation and verifi ed that the Group was governed soundly by the Executive Board. Furthermore, the Supervisory Board regularly advised the Executive Board on the management of the Group and supervised management activities. It maintained continuous dialog with the Executive Board regarding business development and corporate strategy and was directly involved in all major decisions regarding the company.
In the run-up to and during its meetings, the Supervisory Board was brought up to date on business developments, changes in assets/liabilities, profi t and fi nances, fundamental issues regarding company planning, company strategy and other key measures by means of written and verbal reports from the Executive Board. The reports to the Supervisory Board were discussed in depth during Supervisory Board meetings amongst Supervisory Board members and with the Executive Board.
Members of the Executive Board regularly took part in Supervisory Board meetings. When necessary, the Supervisory Board and its committees also convened without the Executive Board. Once again, all Supervisory Board members attended more than half of the Supervisory Board Meetings in fi scal 2012.
Furthermore, the Executive Board provided the Supervisory Board with regular, comprehensive and timely information between meetings about current business trends as well as special or urgent projects. This information was made available in writing and also in person. Where necessary, the Executive Board requested approval from the Supervisory Board for suggested courses of action. Together with the Executive Board, the Supervisory Board discussed and examined in detail proposals that required Supervisory Board ratifi cation. The Supervisory Board voted on resolutions of this kind during scheduled meetings and in writing.
In addition, the Executive Board presented the Supervisory Board with monthly reports on key fi nancial and economic fi gures. The Chairman of the Supervisory Board maintained regular contact with the Executive Board, ensuring a continuous fl ow of information on the current business and fi nancial situation of the Group and its members and on major business events. In many instances, this information was actively presented to the Chairman of the Supervisory Board by the Executive Board, or the CEO in particular.
Main topics of Supervisory Board and committee meetings in fi scal 2012
Seven plenary meetings of the Supervisory Board were held in fi scal 2012. The Presiding Committee met four times (with one of these sessions held as a telephone conference) and the Audit Committee also met on four occasions. On one occasion the Supervisory Board voted by means of a written resolution.
The Supervisory Board was regularly involved in the dayto-day business of the Wacker Neuson Group and planning activities at executive level. Discussions focused in particular on the global economic downturn and its impact on the business performance and organizational structures of the company and of the Group. Particular emphasis
was placed on the analysis and discussion of Wacker Neuson's fi nancial situation as well as the development of sales, costs and earnings. During the relevant meetings, any questions from the Supervisory Board that arose in connection with the regular written and verbal reports were answered in full by the Executive Board. In addition to these regular reports, the Supervisory Board concentrated its advice and auditing activities on the following matters in particular during its meetings:
During the meeting on February 15, 2012, the Supervisory Board focused on the preliminary fi gures for the previous fi scal year and the updated declaration of compliance with the German Corporate Governance Code. Other items on the agenda included the Group's fi nancing strategy and an assessment of the Supervisory Board effi ciency audit.
Following appropriate preparations by the Audit Committee, the Supervisory Board focused on examining the Annual Financial Statements, the Consolidated Financial Statements, the Combined Management Report of Wacker Neuson SE and the Wacker Neuson Group, as well as related party disclosures for fi scal 2011 at the Supervisory Board meeting to approve the fi nancial statements on March 16, 2012. In its session immediately before the Supervisory Board meeting, the Audit Committee discussed these documents in detail with the Executive Board, raising numerous questions with the auditing company representative present at the meeting, and discussing these issues at length. This was done in addition to the Supervisory Board's regular examinations as part of its own preparation for the meeting to approve the fi nancial statements. The Annual and Consolidated Financial Statements along with the Combined Management Report and the appropriation of net profi t suggested by the Executive Board were approved. The Supervisory Board also ratifi ed the AGM agenda and the Supervisory Board report. In connection with the AGM agenda, other topics discussed included the conclusion of a profi t transfer agreement with Weidemann GmbH and the renewal of the authorized capital option. In April 2012, a written resolution was passed to amend the resolution proposals for the AGM.
The meeting on May 8, 2012 focused on the interim report for the fi rst quarter as well as a detailed discussion on the Group's product portfolio. Also on the agenda were situation reports on the affi liates, the construction project in Hörsching and the pending move to the new location.
The meeting on August 2, 2012 focused on the halfyear report for 2012 and on Executive Board matters in connection with the departure of Mr. Mayer and the attendant changes to the rules of procedure. Group IT projects and the progress of the new facility in Hörsching were also discussed. In addition, the Supervisory Board agreed to exercise certain balance sheet exemptions for various affi liates and thus invoked the company's obligation to carry the associated loss.
The Supervisory Board dedicated its October 18, 2012 meeting to a discussion on corporate strategy.
The meeting on November 9, 2012 covered in particular the pending publication of the quarterly report and the development of the Group's strategic alliances. The other topics discussed were the situation of the production facilities in Hörsching and Reichertshofen, the Group's real estate strategy and aspects of dealer and sales fi nancing. Discussions on the Group's strategic alliances, an expansion of activities in Asia and IT projects rounded off the meeting.
During its meeting on December 11, 2012, the Supervisory Board examined the Executive Board's business plan for fi scal 2013. Board members not only assessed the plan, but also discussed the associated opportunities and risks in detail with the Executive Board against the backdrop of the unpredictable global economic climate.
The Supervisory Board examined each of the Executive Board's monthly reports. During numerous meetings, it also addressed in detail various possible acquisition and collaboration projects, aimed at expanding the product portfolio of the Group, for example, and further developing the Group's general sales strategy.
Work performed by the Supervisory Board committees in fi scal 2012
The two Supervisory Board committees (the Presiding and Audit Committees) also continued their work during the period under review, thus helping the entire Supervisory Board to work more effi ciently. The corporate governance report names the members and chairmen of both committees. The chairmen of the committees reported on the work performed by the committees during the Supervisory Board's plenary meetings.
During the meeting on March 16, 2012, the Supervisory Board Audit Committee prepared the Supervisory Board's resolution on the adoption of the Annual Financial Statements and the Consolidated Financial Statements for the year ending December 31, 2011. The Committee also discussed the independence and appointment of an auditor and submitted a recommendation in that regard to the Supervisory Board plenary meeting. The Supervisory Board, in turn, followed this recommendation and proposed the same auditor at the AGM. The internal audit reports relating to the previous fi scal year were also on the agenda. At the May 8, August 2, and November 9, 2012 meetings, the Audit Committee primarily dealt with publication of the pending interim fi nancial reports.
The Presiding Committee focused on matters relating to the Executive Board and human resources during its four meetings on March 7, June 12, June 19, and December 27, 2012.
Changes in the composition of the executive bodies
Following the decision to unite the two product segments light equipment and compact equipment under single management to maximize synergies, and in view of the resulting changes at executive level, Mr. Richard Mayer, who had been responsible for light equipment, resigned from his position as member of the Executive Board of Wacker Neuson SE with effect from September 30, 2012. Mr. Mayer reached an amicable mutual agreement with the Supervisory Board providing for his early exit from the company. The Supervisory Board thanked Mr. Mayer for his many years of outstanding service as an Executive Board member and wished him all the best for the future. Mr. Martin Lehner, previously responsible for compact equipment, is now also responsible for light equipment.
In January 2013, the Supervisory Board came to a mutual agreement with Mr. Werner Schwind that he would step down from the Executive Board on March 31, 2013 due to a difference in opinion regarding the future direction of the Group's international sales strategy. Mr. Schwind's executive mandates included sales, marketing, service, rental, training and logistics. The Supervisory Board would like to thank Mr. Schwind for his many years of successful service to the company and wish him all the best for the future. CEO Mr. Cem Peksaglam will assume responsibility for Mr. Schwind's executive mandates.
Dr. Matthias Bruse, attorney-at-law and founding partner of the P+P Pöllath+Partners law fi rm based in Munich, who was judicially appointed to the Supervisory Board in 2011, had his appointment confi rmed at the AGM on May 22, 2012 for a term of offi ce ending on the date of the AGM granting approval of Supervisory Board actions during fi scal 2014.
Risk assessment and compliance
The Supervisory Board is satisfi ed that the Group's internal control system and risk management system meet the requirements of Section 91 (2) of the German Stock Corporation Law (AktG), that insurable risks are suffi ciently insured and that operational, fi nancial and contractual risks are subject to suitable controls through approval procedures and organizational processes. A detailed risk reporting system is in place throughout the Group and it is continuously maintained and further developed. The internal control system and the risk management system were also examined by the duly appointed auditing company, which confi rmed that the Executive Board had met the requirements outlined under Section 91 (2) of the German Stock Corporation Law (AktG) and established a suitable early warning system capable of monitoring and identifying developments that could pose a threat to the company's continued existence as a going concern. During Supervisory Board meetings and personal conversations, the Executive Board informed the Supervisory Board of the current risk situation. The Supervisory and Executive Boards discussed all areas deemed to be risks during these sessions. In addition, the Audit Committee addressed compliance issues.
Corporate governance
Both the Supervisory Board and the Executive Board are aware that sound corporate governance is essential to protect shareholder interests and secure the company's long-term success. The Supervisory Board continuously monitored the further development of the German Corporate Governance Code and kept up to date with the capital market and corporate legislative framework. The Executive and Supervisory Boards issued an updated declaration of compliance with the German Corporate Governance Code pursuant to Section 161 AktG during the period under review on February 15, 2012 and again after the close of the period on February 13, 2013. The entire declaration is permanently available on the company's website and is also included in the new declaration on corporate governance online and in the annual report pursuant to Section 289a of the German Commercial Code (HGB).
Supervisory Board members Mr. Neunteufel and Mr. Helletzgruber are at the same time indirect shareholders and members of executive bodies in the real estate company Euroreal, which has been renting the production facility in Linz to the Wacker Neuson Group affi liate based at this location since 1997. The resulting business transactions are reported in the Executive Board's annual related party disclosures and assessed by the Supervisory Board and the auditor. In light of the largely completed relocation of the Wacker Neuson production activities to the new factory in Hörsching, Euroreal and the Wacker Neuson Group still have to reach agreements regarding the termination of the contract and the handover of real estate. To prevent possible confl icts of interest, Mr. Neunteufel and Mr. Helletzgruber have taken and will continue to take the precautionary measure of not participating in Supervisory Board discussions and votes relating to this issue.
Annual and Consolidated Financial Statements for 2012
At the AGM on May 22, 2012, the auditing company Ernst & Young GmbH, Stuttgart, was appointed auditor for the company and Group for fi scal 2012. The Chairman of the Audit Committee commissioned the company in writing with the task of auditing the accounting procedures. Before the Supervisory Board made its proposal to the AGM, the auditing company confi rmed its independence in writing to the Chairman of the Audit Committee.
The Annual Financial Statements for the year ending December 31, 2012 were prepared by the Executive Board in accordance with the German Commercial Code (HGB). The Consolidated Financial Statements for the year ending December 31, 2012 were prepared by the Executive Board in line with IFRS as adopted in the EU and in supplementary compliance with Section 315a HGB. The auditing company Ernst & Young GmbH, Stuttgart, audited both sets of statements along with the books and approved them without qualifi cation.
Each member of the Supervisory Board received the audit documents for appraisal in a timely manner. Together with the Audit Committee, the entire Supervisory Board undertook a thorough examination of the Annual Financial Statements as well as the Consolidated Financial Statements, the Combined (Group) Management Report and the related party disclosures in conjunction with the audit reports. The documents were discussed in detail at the Audit Committee meeting on March 15, 2013 with the Executive Board and in the presence of the auditors, who reported the main fi ndings of their audit and answered questions from Supervisory Board members. After its own close examination of the documents, the Supervisory Board raised no objections and endorses the results of the audit report. The Supervisory Board also approves the Combined (Group) Management Report and, in particular, the forecast regarding the company's further development. The Supervisory Board also approves the Consolidated (Group) Management Report and, in particular, the forecast regarding the company's further development.
The fi nal examination by the Supervisory Board revealed no grounds for objections. The Supervisory Board therefore endorsed the Annual Financial Statements, the Consolidated Financial Statements and the combined (Group) Management Report prepared by the Executive Board for the year ending December 31, 2012 on March 15, 2013. The Annual Financial Statements have thus been duly approved.
The Supervisory Board also examined the Executive Board's suggested appropriation of profi t for fi scal 2012. It did not raise any objections and thus gives it its unqualifi ed consent.
Examination of the Executive Board report regarding relations with related entities (related party disclosures)
The Executive Board prepared a report on related party disclosures for fi scal 2012. This report contains in particular a declaration by the Executive Board about the legal transactions undertaken by Wacker Neuson SE. The Executive Board states that – to the best of its knowledge and based on the information known to the Executive Board at the time the transactions were entered into – appropriate compensation was received in respect of all transactions outlined in the related party disclosures report. Auditing company Ernst & Young GmbH, Stuttgart, examined the related party disclosures report and issued the following auditor's opinion:
"Based on our professional examination and evaluation, we confi rm that
-
- the factual statements contained in the report are correct, and
-
- the performance provided by the company in respect of the transactions listed in the report was not unreasonably high."
The Audit Committee and the entire Supervisory Board received the Executive Board's report on related party disclosures in a timely manner. The contents of the report and the assessment thereof by the auditors were read and understood by these bodies, and both documents and their results were examined and discussed with the Executive Board and the auditors. The Supervisory Board endorses the auditor's assessment of the related party disclosures report. Based on the fi nal results of the discussions and its own examination of the related party disclosures, the Supervisory Board regards the Executive Board's conclusions to be true and accurate and has no objection to the closing statement by the Executive Board.
The management and all employees of the Wacker Neuson Group showed great personal dedication over the past fi scal year, making a valuable contribution to the company's continued positive development. The Supervisory Board would like to thank all employees and the Executive Board for their commitment and performance – both on a day-today basis and under exceptional circumstances.
Munich, March 15, 2013
Supervisory Board
Hans Neunteufel Chairman of the Supervisory Board
Corporate Governance Declaration and Report
Corporate governance takes high priority at Wacker Neuson. Our Executive and Supervisory Boards see it as their responsibility to comply with principles aimed at responsible, professional and transparent company management, as stipulated in the German Corporate Governance Code. Our activities are geared towards securing our company's long-term success and increasing its value. The company's mission statement is embedded within the Group and all of its business practices.
Declaration on corporate governance
In the following statement the Executive Board – also on behalf of the Supervisory Board – reports on the company's corporate governance policies and practices. It therefore complies with Section 289a (1) of the German Commercial Code (HGB) and Section 3.10 of the German Corporate Governance Code.
1. Declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG)
The Executive Board and the Supervisory Board of Wacker Neuson SE consider the German Corporate Governance Code as an important body of regulations. Both executive bodies are committed to complying with its principles aimed at responsible, professional and transparent company management. They have therefore thoroughly examined the recommendations of the German Corporate Governance Code and issued the following declaration of compliance on February 13, 2013.
Declaration of compliance with the German Corporate Governance Code in accordance with Section 161 of the AktG
The German Corporate Governance Code contains recommendations and proposals for managing and monitoring German listed companies in relation to shareholders and the Annual General Meeting (AGM), the Executive Board and the Supervisory Board, transparency, accounting and auditing. The German Stock Corporation
Act requires the Executive Board and the Supervisory Board of listed companies to disclose each year the recommendations of the German Corporate Governance Code which the company has not followed or is not following, and to explain the reasons for non-compliance (i.e. there is a duty to comply or explain).
The Executive Board and the Supervisory Board identify with the duty as outlined in the German Corporate Governance Code to uphold the principles of a social market economy and maintain the substance of the company as a going concern and its ability to generate value in a sustainable fashion (company interest) and to further promote responsible and transparent management and governance of the company.
In accordance with Section 161 AktG, the Executive Board and the Supervisory Board of Wacker Neuson SE declare that the company complied with and continues to comply with the recommendations issued by the German Corporate Governance Code Commission published by the German Federal Ministry of Justice (BMJ) in the offi cial section of the Federal Gazette as amended on May 26, 2010 or on May 15, 2012 (as of the effective dates respectively), with the exceptions listed and explained in more detail below:
- 1. Section 3.8, para. 2: The company's directors' and offi cers' (D&O) liability insurance policy for its Supervisory Board has been concluded without a deductible. The company is of the opinion that a deductible would not improve the sense of motivation and responsibility with which the Supervisory Board members perform their duties. D&O insurance safeguards the company against substantial internal risks and – only as a secondary function – protects the assets of members of its executive bodies. Hence it is the company's intention to refrain from introducing a deductible on Supervisory Board members until further notice.
- 2. Section 4.2.3, para. 6: The AGM is not informed separately about the main terms of and changes to the remuneration system for Executive Board members as this information is already disclosed in the
Group Management Report, which is available to all shareholders.
3. Sections 4.2.4, 4.2.5, 5.4.6, para. 3 and 7.1.3: The AGM has decided not to publish the income of each individual Executive Board member in the notes to the Annual and Consolidated Financial Statements. In line with this, the corporate governance report does not include an individualized remuneration report. Nor does it contain specifi c information about share-based incentive systems for the Executive Board (which the company does not have in any case).
Similarly, the income of individual Supervisory Board members shall not be published. Remuneration is clearly regulated in the company's Articles of Incorporation. The Executive Board and Supervisory Board are of the view that these Articles coupled with other mandatory legal disclosures provide investors and the public with suffi cient information in this area.
- 4. Section 5.3.3: The Supervisory Board has not formed a nomination committee. The size of the Supervisory Board (four shareholder representatives) does not warrant a dedicated committee for proposing the shareholders' Supervisory Board candidates.
- 5. Section 5.4.1: When submitting its election proposals to the Annual General Meeting regarding the election of the shareholder representatives, the Supervisory Board shall take into account the statutory requirements and recommendations of the German Corporate Governance Code in relation to the personal requirements to be met by Supervisory Board members.
Here the focus is placed – irrespective of nationality and gender – on the specialist and personal competence of potential candidates, paying special attention to the company-specifi c situation. Within the scope of evaluating competence, the Supervisory Board shall also factor in the company's international involvement, potential confl icts of interest, the number of independent members of the Supervisory Board, the age limit stipulated for members of the Supervisory Board and the principle of diversity. In
the Supervisory Board's view, it is not necessary to specify concrete aims at this point in time, which means that the objective of the Supervisory Body and the implementation status are not published in the corporate governance report either.
The statutory retirement age for Supervisory Board members is 75. To ensure the greatest possible transparency in advance, the company draws attention to the fact that one of the Supervisory Board members, who is a shareholder representative, will turn 75 during his term of offi ce.
6. Sections 5.4.2 and 5.3.2: The following situation is noted, which is also described in the Group Management Report: A pool agreement is in place between some of the shareholders of the Wacker and Neunteufel families. The parties to this pool agreement collectively hold about 63 percent of the shares of Wacker Neuson SE and can thus jointly (but not individually, i.e. individual members of the pool agreement acting in isolation) control the company. In accordance with the provisions of the pool agreement, each party to the pool agreement must exercise its right to vote and submit proposals at the Annual General Meeting such that two Supervisory Board members nominated as shareholders' representatives by the Wacker family and two by the Neunteufel family are always elected.
The shareholders' Supervisory Board members thus elected are, however, not bound in any way to the directions of individual, several or all of the parties to the pool agreement and any and all decisions they make within the Supervisory Board shall be made exclusively in the company's interests. Even though the shareholders' Supervisory Board members always enjoy the special trust of the parties to the pool agreement appointing them, they are not, in the Supervisory Board's view, in any personal or business relationship with a controlling shareholder, which could lead to a fundamental confl ict of interest. In the view of the Supervisory Board, the shareholder representatives in the Supervisory Board, including the chairman of the Audit Board, are therefore to be considered
independent. The Supervisory Board is thus composed of a suffi cient (in its opinion) number of independent members. Due to the existing legal uncertainties with respect to the limits of interpretation of the term "independence", extended in the German Corporate Governance Code as amended on May 15, 2012, a deviation is nonetheless declared as a precautionary measure.
- 7. Section 5.4.3., sent. 3: So that the Supervisory Board can continue to vote impartially for its chairperson, the proposed candidates will not be announced in advance.
- 8. Section 5.4.6, para. 2, sent. 2: The qualifi cation of this provision of the German Corporate Governance Code as a recommendation was implemented with its revised version and the coming into effect of this revised version on June 15, 2012 and thus after the company's last Annual General Meeting.
Along with a fi xed remuneration, the Supervisory Board members shall be paid a variable remuneration which depends exclusively on the success of the relevant fi scal year.
The Executive Board and the Supervisory Board are of the view that the remuneration regulation, which was only adjusted at the last Annual General Meeting, is still appropriate and refl ects the Supervisory Board's tasks and functions and therefore are refraining from proposing another change at the Annual General Meeting.
9. Section 6.6, sent. 1: Share ownership by individual members of the executive bodies exceeding one percent of shares issued by the company has not been and will not be stated in the corporate governance report. The Executive Board is of the view that protecting personal and family privacy takes priority here.
Munich, February 13, 2013
Wacker Neuson SE Executive Board and Supervisory Board The above declaration of compliance has been made permanently available to shareholders on the Wacker Neuson SE corporate website (www.corporate.wackerneuson.com) under Investor Relations/Corporate Governance. It is updated as required, at least once a year. Previous declarations of compliance are stored for reference purposes on our website for a period of at least fi ve years. Further details on corporate governance at Wacker Neuson SE are presented in the following corporate governance report.
2. Corporate governance report
The corporate governance report outlines the governance procedures applied by the Executive Board and the Supervisory Board as well as the composition and governance procedures applies by its committees.
Wacker Neuson SE is a European company (Societas Europaea) incorporated under German law. Upon foundation of the company, shareholders chose the dual management system common under the German stock corporation law, comprising two executive bodies, the Executive Board and the Supervisory Board, each vested with different spheres of competence. The two bodies work closely together on a basis of mutual trust and are committed to increasing the company's long-term value.
Executive Board
The Executive Board represents the company vis-à-vis third parties and manages its business in accordance with legal regulations, the Articles of Incorporation and the rules of procedure for the Executive Board. The Executive Board currently has four members; one of these members resigned from his position with effect as of March 31, 2013. It is responsible for managing the company and represents it both legally and otherwise. The Executive Board functions on the basis of joint accountability. In other words, all members of the Board are jointly responsible for all areas of company management.
The Executive Board plans the company's strategic direction in collaboration with the Supervisory Board and ensures it is appropriately executed. It is also responsible for establishing the company and Group's business plans for the coming year and beyond as well as preparing legally required reports such as Annual Financial Statements, Consolidated Financial Statements and interim reports. In addition, the Executive Board also ensures that a suitable
risk management and controlling system is in place and that regular, prompt and extensive reports are presented to the Supervisory Board regarding all issues relating to strategy, company planning, business developments, the risk situation, risk management and compliance activities that are relevant to the company and the Group.
Cooperation and areas of responsibilities within the Board are governed by the rules of procedure for the Executive Board. These focus not only on the lines of responsibility vested in individual Executive Board members, but also on the issues entrusted to the Executive Board as a whole, resolutions (quorum requirements in particular) and the rights and obligations of the chairperson of the Executive Board (CEO). Executive Board meetings are held regularly and are convened by the CEO or at the request of an Executive Board member. The Executive Board generally reaches decisions based on a simple majority of votes cast unless other legal provisions apply. If an equal number of votes are cast, the CEO has the casting vote.
The CEO steers and coordinates the entire Executive Board and represents the company and Group vis-à-vis the public, in particular when dealing with the authorities, trade associations and publishing houses.
Mr. Cem Peksaglam is CEO of Wacker Neuson SE, the parent company of the Group. Mr. Martin Lehner is Deputy CEO. Further details on individual members of the Executive Board, in particular their areas of responsibility, are disclosed in the Notes to the Consolidated Financial Statements in section 31 "Executive bodies". p. 171
Measures and transactions of fundamental importance must be approved by the Supervisory Board as set down in the rules of procedure for the Executive Board and/or the Articles of Incorporation. They are also communicated to shareholders and the capital market in a timely manner, thus ensuring that decision-making processes remain transparent – also throughout the year – and capital market players are kept suffi ciently up to date.
Supervisory Board
The Supervisory Board advises the Executive Board in key decisions, monitors its activities, appoints members and relieves them of their duties. The Supervisory Board has six members. In accordance with the agreement on employee representation in the Wacker Neuson SE Supervisory Board and the German One-Third Participation Act
(Drittelbeteiligungsgesetz), four of these are shareholder representatives and two are employee representatives. Taking the prevailing business dynamics into consideration, the composition of the Supervisory Board refl ects the company's international footprint, the need to avoid confl icts of interest, the number of independent Supervisory Board members in line with the German Corporate Governance Code, the age limit applicable to Supervisory Board members and the benefi ts of diversity. The Supervisory Board also plans to propose female members where appropriate in order to ensure that women are adequately represented at Supervisory Board level.
The terms of offi ce of all Supervisory Board members run until the close of the AGM that tables a resolution to formally approve the actions taken by Wacker Neuson SE in fi scal 2014. Their terms may be no longer than six years. Further details on individual members of the Supervisory Board are disclosed in the Notes to the Consolidated Financial Statements in section 31, "Executive bodies". p. 171
The principles of cooperation within the Supervisory Board are governed by the rules of procedure for the Supervisory Board. These rules refl ect the recommendations of the German Corporate Governance Code and – as an integral part of the monitoring and controlling process – provide for clear and transparent procedures and structures as well as regular effi ciency checks on Supervisory Board work. The Supervisory Board reaches decisions based on a simple majority of votes cast unless other legal provisions apply. In the event of a tie, the resolution or nomination proposal shall be deemed rejected; the chairperson shall not have the casting vote. The chairperson of the Supervisory Board convenes and oversees Supervisory Board meetings and generally coordinates the activities of the Supervisory Board and its committees.
The Supervisory Board defi nes the Executive Board's information and reporting duties in detail. The core areas of collaboration between the Executive and Supervisory Boards as well as specifi c details on the Supervisory Board's activities and committees are disclosed in the report by the Supervisory Board.
To our Shareholders
Composition and governance procedures of committees
In contrast to the Executive Board, the Supervisory Board forms two committees, the Presiding and the Audit Committee.
The responsibilities of the Presiding Committee include in particular submitting proposals for Executive Board member appointments, terminations and mandate extensions, for Executive Board remuneration and remuneration scales, and for preparing measures to conclude, amend or terminate contracts with Executive Board members. The Presiding Committee members are Mr. Hans Neunteufel, Dr. Matthias Bruse and Dr. Eberhard Kollmar. Mr. Hans Neunteufel is Chairman of the Presiding Committee.
The Audit Committee maintains close contact with the auditors. It appoints the auditors to review the Annual and Consolidated Financial Statements, identifi es the focal points of the audit and receives the report. Furthermore, the Audit Committee negotiates the fee with the auditor, assesses their independence and additional services provided by the auditor and submits a voting proposal with regard to the auditor to the Supervisory Board for the AGM. It prepares the Supervisory Board discussions and resolutions required to approve the Annual and Consolidated Financial Statements and to review the Executive Board's report on related party disclosures. It supports and monitors the Executive Board regarding accounting process issues, the internal control system, internal auditing system and compliance. The Audit Committee members are Dr. Eberhard Kollmar, Mr. Hans Neunteufel, Mr. Kurt Helletzgruber and Mr. Elvis Schwarzmair. Mr. Helletzgruber is the Chairman. As an independent fi nancial expert, he fulfi lls the requirements set out in Sections 100 para. 5, and 107 para. 4 of the AktG.
The respective committee chairpersons provide the Supervisory Board with regular and timely information about the committees' activities. The committees also reach decisions with a simple majority of votes cast. In the event of a tie, the resolution or nomination proposal shall be deemed rejected; the respective chairpersons shall not have the casting vote.
Shareholders and the AGM
Shareholders exercise their rights, including voting rights, at the AGM. All shares in Wacker Neuson SE provide shareholders with full voting rights and are registered by name. Each share shall entitle its holder to one vote. The
AGM agenda plus the reports and documents required for the AGM are published in good time – also on the company's website, where they can be easily viewed by shareholders.
Our AGM this year will take place in Munich on May 28, 2013. The Executive Board makes it easier for shareholders to exercise their voting rights at the AGM by offering the opportunity to delegate binding voting instructions to proxies named by the company. Shareholders can also do this during the AGM. Information on how to vote by proxy will also be included in the invitation to the AGM meeting. These named proxies are also available at the AGM to shareholders present at the AGM. It is also possible to delegate voting rights to fi nancial institutions, shareholder associations and other third parties.
Accounting and auditing
The Consolidated Financial Statements of Wacker Neuson SE are prepared in line with the International Financial Reporting Standards (IFRS). The Annual Financial Statements and the Combined Management Report of Wacker Neuson SE and its Group are prepared in accordance with the German Commercial Code (HGB).
The Supervisory Board proposes the election of the auditor at the AGM, based on a recommendation from the Audit Committee. Prior to making its proposal, the Supervisory Board obtains a certifi cate of independence from the auditor in question.
The Chairman of the Audit Committee asked the auditor to immediately report all signifi cant fi ndings or incidents identifi ed during the audit and relating in the broadest sense to Supervisory Board duties if these fi ndings or incidents could not be directly resolved.
Risk management
Responsible handling of risks facing the Group and the company is, as always, a crucial part of sound corporate governance. The Executive and the Supervisory Board therefore continually monitor the Wacker Neuson Group's risk management and internal control systems along with the accompanying reporting mechanisms.
Specifi c details on risk management within the Wacker Neuson Group are disclosed in the risk report of the Combined Management Report. This also includes a report on the controlling and risk management systems within accounting. p. 105
Transparency
Regular, active dialog with our shareholders and other stakeholders is one of the cornerstones of our corporate governance policy. We provide shareholders, fi nancial analysts, shareholder associations and the media with information about business trends and signifi cant changes within the company promptly, regularly and with the greatest possible transparency. We are fully committed to a policy of active and honest communication.
As stipulated by the German Securities Trading Act (WpHG) and the German Corporate Governance Code, we provide information on our company's business development and fi nancial situation four times a year. This takes the form of one annual report and three quarterly reports. The Supervisory Board or the Audit Committee discusses these reports with the Executive Board prior to their publication. The Executive Board also answers shareholders' questions at the AGM. In addition, we use our Internet platform as a way of keeping our stakeholders up to date. All press and ad-hoc releases, fi nancial reports and our fi nancial calendar detailing important events are permanently available on the Wacker Neuson corporate site under Investor Relations, at corporate.wackerneuson.com. Interested parties can join our distribution list to receive regular updates.
Director's dealings and signifi cant voting interests
In order to ensure compliance with the provisions of WpHG, Wacker Neuson SE publishes reports on directors' dealings pursuant to Section 15a WpHG. We use these reports to provide immediate information about securities transactions with regard to Wacker Neuson shares made by members of the Executive and Supervisory Boards as well as by natural and legal persons closely related to members of these bodies. This information is also disclosed on the company's corporate website (corporate. wackerneuson.com) under Investor Relations/Corporate Governance. Also under Investor Relations/IR News on our corporate website, we immediately publish shareholder news releases regarding the purchase or sale of signifi cant voting rights in line with Section 21 WpHG and the holding of fi nancial and other instruments in line with Sections 25 and 25a WpHG.
Shares owned by the Executive Board and the Supervisory Board
The total number of Wacker Neuson SE shares held by all members of the Executive Board and Supervisory Board on December 31, 2012 was more than one percent of all shares issued by the company. Directly or indirectly, the Executive Board holds around 1 percent (711,760 shares) and the Supervisory Board around 29.7 percent (20,827,009 shares) of issued shares.
Remuneration report in the corporate governance report
We report on the remuneration system applicable to the Executive Board in our Combined Management Report under section XII "Remuneration framework". The AGM approved a resolution not to publish remuneration details for individual Executive Board members in the interest of their privacy.
The overall remuneration of the Executive Board and the Supervisory Board is disclosed in the above-mentioned section and in the Notes to the Consolidated Financial Statements in section 32 "Related party disclosures". p. 172
3. Corporate governance best practices
Compliance – foundation for successful business practices
Über die Richtlinien und Empfehlungen des Deutschen Moving beyond the guidelines and recommendations of the German Corporate Governance Code, the Wacker Neuson SE Executive Board is committed to conducting its business worldwide in a lawful manner, along socially and ethically responsible lines. Which is why we have developed a Group-wide strategic mission statement that shapes the conduct of each and every individual in the Group – from the Executive Board through management to all Group employees. This mission frames the way we do business for shareholders, customers, the general public and our employees alike.
Our approach is anchored in the values you would expect from a mid-sized family-owned company, geared towards profi table sustainability. Shared values and sustainable leadership principles underlie everything we do. Values such as integrity, openness, honesty, and respect for other people and our surroundings inspire us to succeed, serve our shareholders with dedication, and embrace sustainable business practices. This mission statement captures our commitment to all our stakeholders and can be seen on our website at:
www.corporate.wackerneuson.com/en-mission.php.
To ensure our values remain fi rmly embedded in every aspect of our corporate structure, we regularly inform our employees of the rules and requirements of responsible conduct. In the interests of our company and the entire workforce, we ensure that any infringements of our conduct code are traced back to the source, which we promptly address. This also includes thorough investigation of any violations of applicable national regulations.
Moving forward, we are committed to sustaining this valuedriven approach, which we see as a solid ground for our future success and credibility as a company.
Munich, March 15, 2013
Wacker Neuson SE
Executive Board
Cem Peksaglam Günther C. Binder (CEO)
(Deputy CEO)
Martin Lehner Werner Schwind
This declaration on corporate governance is permanently available to shareholders on the Wacker Neuson SE corporate website at www.corporate.wackerneuson.com under Investor Relations/Corporate Governance. The declaration of compliance will be revised annually. Wacker Neuson SE will make outdated declarations of compliance available on its website for a period of at least fi ve years.
Contents Combined Management Report
| I. The Wacker Neuson Group | 62 |
|---|---|
| II. General background | 65 |
| Overall economic trends | 65 |
| Overview of construction and | |
| agricultural industries | 66 |
| General legal framework | 67 |
| Competitive position | 67 |
| III. Business trends in 2012 | 69 |
| IV. Profi t, fi nancials and assets | 72 |
| Profi t | 72 |
| Financial position | 76 |
| Assets | 80 |
| General overview of economic situation | 82 |
| V. Profi ts, fi nancials and assets | |
| of Wacker Neuson SE (condensed version | |
| according to HGB) | 82 |
| VI. Segment reporting by region | 86 |
| Europe | 86 |
| Americas | 86 |
| Asia-Pacifi c | 87 |
| VII. Segment reporting by business segment | 88 |
| Light equipment | 88 |
| Compact equipment | 88 |
| Services | 89 |
| VIII. Other factors that impacted on results | 90 |
|---|---|
| Research and development | 90 |
| Production and logistics | 95 |
| Sustainability and quality | 96 |
| Procurement | 99 |
| Human recources | 99 |
| Sales, customers and marketing | 102 |
| IX. Risk report | 105 |
| X. Information in accordance with Section 315 (4) HGB and Section 289 (4) HGB plus an explanatory report from the Executive Board in accordance with Section 176 (1) Sentence 1 AktG |
110 |
| XI. Declaration on corporate governance according to Section 289a HGB |
114 |
| XII. Remuneration framework | 114 |
| XIII. Supplementary report | 115 |
| XIV. Opportunities and outlook | 116 |
| Overall economic outlook | 116 |
| Outlook for construction and | |
| agricultural industries | 117 |
| Opportunities and outlook for future development | |
| of the Wacker Neuson Group | 118 |
| Group forecast | 120 |
| Summary forecast | 121 |
The graphics and tables below are provided for information purposes only. Market statistics and page references have not been audited and are therefore not part of the Combined Management Report. Accounting methods, key indicators and fi nancial terms are defi ned in the glossaries at the end of this annual report.
Combined Management Report of Wacker Neuson SE and its Group for fi scal year 2012
Unless otherwise stated, the information contained in this Management Report refers to the Wacker Neuson Group. We have prepared the Consolidated Financial Statements in accordance with the International Financial Reporting Standards (IFRS) as applicable in the EU in addition to the provisions of the German Commercial Code (HGB) set forth in section 315a (1).
The Annual Financial Statements of Wacker Neuson SE (which is structured as a holding company) have been prepared in
accordance with the provisions of HGB and the German Stock Corporation Act (AktG). The Management Report of Wacker Neuson SE is included in this Group Management Report in line with Section 315 (3) of the HGB; further details are disclosed in section "V. Profi t, fi nancials and assets of Wacker Neuson SE (condensed version according to HGB)". p. 82 The risks and opportunities facing Wacker Neuson SE cannot be differentiated from those facing the Group.
I. The Wacker Neuson Group
- J A global leader in light and compact equipment
- J International sales and service network backed by outstanding logistics know-how
- J Focus on sustainable increase in company value
The Wacker Neuson Group is a leading manufacturer of light and compact equipment with 50 Group members (mainly sales offi ces) and more than 140 sales and service stations across the globe. Manufacturing activities are distributed across three sites in Germany, one in Austria, two sites in the US and one in the Philippines. Wacker Neuson also manufactures components in Serbia.
Our segment reporting is divided into three regions – Europe, the Americas and Asia-Pacifi c.
We also report revenue according to the following three strategic business segments:
- J Light equipment up to 3 tons with the following business fi elds:
- J Concrete technology
- J Compaction
- J Worksite technology
- J Compact equipment up to 14 tons
- J Services (including spare parts, maintenance, fi nancing and used equipment)
Production Sales affi liates (selection) Group headquarters
With its broad and deep portfolio spanning over 300 product categories, various services – fi nancing packages included – and an effi cient, global spare parts service, Wacker Neuson is the partner of choice among professional users across a wide range of industries, including the construction, gardening, landscaping and agriculture sectors, as well as among municipal bodies and companies in the industrial, recycling and energy sectors.
The Wacker Neuson brand is the company's main umbrella brand. The Group markets an extensive portfolio of light and compact equipment worldwide under this brand. The Group also markets all-wheel-drive wheel loaders, tele wheel loaders and telescopic handlers under the Kramer Allrad brand via a specialized sales network. The Weidemann brand is a by-word for experience and expertise in the agricultural sector. Under this brand, the Group distributes compact Hoftracs®, wheel loaders, tele wheel loaders and telescopic handlers internationally via a specialized dealer network. Flanking Weidemann, Kramer will also be returning to the agricultural sector. Having started out as a manufacturer of agricultural products back in 1925, Kramer will once again be distributing a "green line" via a specialized sales network.
Organizational and legal structure
Wacker Neuson SE is a European company with its headquarters in Munich. It is registered in the German Register of Companies (Handelsregister) at the Munich Magistrate's Court under HRB 177839. The company's shares have been listed since May 2007.
The Consolidated Financial Statements of Wacker Neuson SE are prepared in accordance with the International Financial Reporting Standards (IFRS). Fifty companies, including the holding company, are fully consolidated in these statements.
Wacker Neuson SE operates as a management holding company with a central management structure. It directly or indirectly holds the shares in its affi liates, which are mainly sales offi ces.
The holding company's Executive Board is responsible for managing the Group. As a rule, the executive bodies of the affi liates report directly to the Group's Executive Board.
With the exception of Kramer-Werke GmbH and Weidemann GmbH, which have retained their original names (and brands), all signifi cant operating affi liates now trade under the common name of Wacker Neuson.
Please refer to the section entitled "General information on accounting standards" in the Notes for detailed information on the legal structure. p. 130
Corporate governance and value-based company management
As a centralized function, the controlling department of the holding company is responsible for the Group's internal controlling instruments. It steers and monitors deviations between 'as is' and 'to be' fi gures, primarily based on the development of revenue and profi t reported by affi liates. It also
Performance indicators (5-year period)
| as a % | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Revenue in € million | 1,091.7 | 991.6 | 757.9 | 597.0 | 870.3 |
| Gross profi t margin | 30.4 | 32.61 | 31.61 | 30.8 | 33.7 |
| EBITDA margin | 13.0 | 16.4 | 10.3 | 4.6 | 11.6 |
| EBIT margin | 7.8 | 12.5 (11.4)2 | 4.8 | -18.9 (-0.5)3 | 6.7 |
| Working capital/revenue | 41.8 | 37.4 | 35.5 | 36.5 | 34.9 |
| ROCE I | 10.8 | 17.52 | 6.9 | -2.44 | 10.8 |
| ROCE II | 7.6 | 12.52 | 5.2 | -1.94 | 7.4 |
| ROE | 6.1 | 9.02 | 3.0 | -1.44 | 4.2 |
| Equity ratio (before minority interests) | 68.0 | 74.2 | 80.6 | 81.2 | 77.1 |
| Gearing | 23.4 | 10.0 | 1.7 | -3.1 | 6.5 |
1 Since 2011, personnel expenses for service technicians are reported in the income statement under cost of sales instead of sales and service expenses. The gross profi t margin for 2010 has been adjusted accordingly.
2
Adjusted for reversal of brand impairment in 2011 (for more information, see the "Earnings" section, p. 72).
3 Adjusted for write-downs on intangible assets and restructuring costs in 2009.
4 Adjusted for write-downs on intangible assets in 2009.
tracks the progress of operative measures and prepares Groupwide key performance indicators (KPIs) for the Executive Board. The controlling instruments are adapted in the process to refl ect developments both within and beyond company walls.
Important decisions on projects initiated by the company in response to changing market and customer requirements are made by management committees. The committees include members of the Executive Board, affi liate managers, market developers plus senior employees from research and development, product management, quality management, sales and service, marketing, controlling, treasury and strategic procurement.
The indicators are described in more detail in the fi nancial glossary on p. 178.
Our management strategy is geared toward creating a lasting increase in company value. We have invested heavily over the past few years to achieve and maintain long-term growth. Revenue, profi t before interest, tax, depreciation and amortization (EBITDA) and the EBITDA margin (EBITDA as a percentage of revenue) are the company's key performance indicators.
Other key performance benchmarks and targets are gross profi t margin, the EBIT margin (ratio of profi t before interest and tax to revenue), and the return on capital employed (return on working capital employed to generate revenue).
We also steer our dividend payment policy, fi nancing structure and return on capital employed. Our key indicators here are capital employed (average invested capital) and return on capital employed (ROCE I and II, return on capital before and after tax). ROCE indicates the effi ciency and profi t-generating ability of Wacker Neuson's capital expenditure. We also use ROE (return on equity) to measure how well equity is used. The balance sheet performance indicators for the Group also generally include equity ratio. These indicators are described in more detail in the sections "Profi t" and "Assets". p. 72 The Group's treasury department controls fi nancing by monitoring net fi nancial debt and gearing.
Further information on the expected development of selected performance indicators can be found in the "Opportunities and outlook" section. p. 120
In addition to these fi nancial performance indicators, the Wacker Neuson Group also monitors key leading indicators for operational business trends. Important indicators for the construction business, for instance, include future investment plans in the construction equipment and construction materials industries, the number of building permits as well as the development of residential real estate prices, especially in the US. Operative leading indicators for the European agricultural industry include the rate of mechanization among landholdings, trends in agricultural technology and the development of milk, food and animal feed prices. We use these indicators to respond early to global economic developments and dynamically adapt our course accordingly.
II. General background
Overall economic trends
- J Stable growth in North America
- J Dynamic growth in emerging markets
- J Europe remains volatile
Positive economic momentum in 2012 caused the global economy to expand by 3.2 percent. Growth in 2012 was thus slightly slower than in 2011, which was characterized by a more dynamic rate of 3.9 percent. The economic climate in Europe and the rest of the world cooled, and even the strong growth rates in emerging markets slowed somewhat. Dynamic growth in the US, however, continued to bolster the global economy. According to International Monetary Fund (IMF) fi gures, the volume of world trade grew at a signifi cantly lower rate in 2012, increasing just 2.8 percent on the previous year (2011: 5.9 percent).
Performance of key currencies against the euro (Annual average rates)
| Change | |||
|---|---|---|---|
| 1 euro equals | 2012 | 2011 | as a % |
| US dollar (USD) | 1.2932 | 1.4000 | -7.6 |
| British pound (GBP) | 0.8119 | 0.8713 | -6.8 |
| Swiss franc (CHF) | 1.2044 | 1.2318 | -2.2 |
| Japanese yen (JPY) | 103.4892 | 111.3208 | -7.0 |
Source: Notes to the Consolidated Financial Statements, p. 135.
The US economy developed positively in 2012. After expanding by 1.8 percent in 2011, the economy grew by 2.3 percent in 2012. Similarly, the national economies of Canada and countries in Latin America experienced strong growth. Many emerging markets1 also grew at relatively strong rates in 2012. With economic growth at 7.8 percent, China again proved a strong growth driver, although to a lesser extent than in the previous year (2011: 9.3 percent).
In contrast, the European economy (eurozone) contracted in 2012 by 0.4 percent. Economies in Central Europe achieved slight growth. This was offset by a drop in economic performance in southern countries, with Italy, for example, reporting a drop of 2.1 percent and Spain 1.4 percent.
Germany developed positively although momentum fell signifi cantly towards the end of the year. Despite the diffi cult international backdrop, the German economy grew by 0.9 percent (previous year: 3.1 percent). This was primarily due to its high share of exports and strong domestic consumption. Following a strong fi rst half of the year, the pace of growth fell in Q3 2012. In the fourth quarter, GDP dropped slightly.
Compared with the annual averages of key currencies, the euro rose 7.6 percent against the US dollar (USD), 6.8 percent against the British pound (GBP), 2.2 percent against the Swiss franc (CHF) and 7.0 percent against the Japanese yen (JPY).
Real GDP
1
| Change from previous year as a % |
2012 | 2011 |
|---|---|---|
| World | 3.2 | 3.9 |
| Eurozone | -0.4 | 1.4 |
| Germany | 0.9 | 3.1 |
| USA | 2.3 | 1.8 |
| Latin America | 3.0 | 4.5 |
| China | 7.8 | 9.3 |
| Russia | 3.6 | 4.3 |
| Middle East and North Africa | 5.2 | 3.5 |
| South Africa | 2.3 | 3.5 |
Source: IMF – International Monetary Fund, January 2013.
The term emerging markets refers to 35 countries according to the Dow Jones defi nition: Argentina, Bahrain, Brazil, Bulgaria, Chile, China, Colombia, the Czech Republic, Egypt, Estonia, Hungary, India, Indonesia, Jordan, Kuwait, Latvia, Lithuania, Malaysia, Mauritius, Mexico, Morocco, Oman, Pakistan, Peru, Philippines, Poland, Qatar, Romania, Russia, Slovakia, South Africa, Sri Lanka, Thailand, Turkey, United Arab Emirates.
Overview of construction and agricultural industries
- J European construction industry under pressure
- J Construction activity in the US above previous year's level
- J Reticence in European agricultural technology sector
From the start of the year on, the pace of growth slowed across the industry, contrasting with the strong upswing in previous years. This decline was caused in part by uncertainty regarding the debt crisis in Europe and its impact on the global economy.
Mediterranean countries struggling with debt were hit particularly hard. Construction industries in countries such as Spain, Ireland, Portugal and Hungary shrunk signifi cantly. According to Euroconstruct (European research institute for the construction industry), overall the European construction industry (EC-19) contracted by 4.7 percent compared with the previous year. Growth was strongest in Norway, while Poland, Austria, Denmark, France and Switzerland all reported slight gains.
According to Euroconstruct experts, overall construction investments fell by 0.2 percent in Germany (previous year: +5.2 percent). However, residential construction – clearly the strongest segment within the construction business overall – experienced positive momentum in Switzerland, Norway and Germany. This bolstered business for construction companies in these countries in the second half of 2012. Residential construction developed particularly well in Germany, where low mortgage interest rates plus a rise in real income in private households and moderate unemployment levels fueled a further rise in demand for housing. Underground construction is primarily dependent on public construction projects. Despite a recent rise in tax income, many municipal bodies are burdened by unusually high levels of debt. This means that consolidation is often a top priority here even though many construction projects urgently need to be carried out. Investments in commercial overground construction – above all in factory and offi ce buildings – remained at the prior-year level.
Construction and economic growth (Europe) 2012
Source: Euroconstruct, December 2012.
The US construction industry developed positively. Investments in residential construction provided strong economic impetus, increasing by 14.4 percent relative to the previous year due to record low interest rates. This growth, however, started from a relatively low baseline. The number of new builds in the US totaled around 900,000, which is the highest level since 2008.
Construction activity slowed somewhat in the Asia-Pacifi c region, with demand in China down on the previous year. The mining sector in particular continued to contract sharply.
Investment in the agricultural sector dampened
At the start of 2012, investments in the agricultural sector were signifi cantly higher than in the previous year as farm owners upgraded their fl eets with modern agricultural technologies prior to the start of the growing season. Since then, however, there has been an increasing tendency among customers to delay major investments. Subdued consumer spending in Europe and poor harvests dampened the mood in the German food and drinks industry. In 2012, customers continued to focus on modern technology solutions that make fi eld and yard work more cost effective.
General legal framework
- J Protection for users and the environment
- J Ongoing integration of new requirements in internal process fl ows
- J Compliance with new emissions standards
As a global manufacturer and provider of light and compact equipment, Wacker Neuson has to observe numerous national and international statutory guidelines governing environmental and user protection. These include provisions regulating exhaust gas emissions and ergonomics as well as noise and vibrationinduced impact.
At Wacker Neuson, we therefore continuously review and adapt our product portfolio to ensure compliance with new requirements and various harmonized standards and norms. We integrate new regulations as promptly as possible in our processes.
Emission standards for light and compact equipment
Statutory exhaust emission regulations have a major impact on the sale of compact equipment. As of 2012, the new TIER IV interim and TIER IV fi nal emissions regulations are effective in the US (mandated by the Environmental Protection Agency, EPA). In Europe, stages 3b and 4 of Directive 97/68/ EC are coming into force. These emission stages apply to diesel engines in non-road mobile machinery – in other words, construction equipment, forklifts and agricultural machines. The specifi c compliance dates vary depending on engine power and individual market requirements. The Wacker Neuson Group has already equipped the fi rst wave of its compact equipment models with compliant diesel engines. Further models will be adapted by 2015 to comply with the new regulations. Components such as engines, cooling systems and exhaust after-treatment systems have to be modifi ed.
In 2012, Wacker Neuson made further efforts to comply with new product standards. This includes the above-mentioned EPA emissions regulations as well as the Battery Ordinance and the new RoHS 2 Directive1 .
Beyond that, there were no legislative changes that had a signifi cant impact on the company's business activities.
Competitive position
- J A global leader in light and compact equipment
- J Broad international footprint with strong service offering
- J Synergies and high degree of diversifi cation through additional target markets
The global construction equipment market, which is our competitive landscape, is very heterogeneous. The majority of our competitors exclusively offer either light equipment or heavy equipment (machines weighing over 15 tons), or a combination of compact and heavy equipment.
Competitive edge: Broad product portfolio backed by a global sales and distribution network
The Wacker Neuson Group delivers an exceptionally broad range of products and premium services to customers the world over.
The combination of light and compact equipment is one of the main factors that set Wacker Neuson apart from the competition. The company's products and services are geared towards professional users, differentiating Wacker Neuson clearly from DIY suppliers. The compact equipment segment, which comprises versatile, effi cient machines weighing up to 14 tons, grew signifi cantly through the merger with Neuson Kramer in 2007.
Wacker Neuson distributes its broad product portfolio across the globe via its international, highly effi cient sales and distribution network. In the light equipment segment, the company faces a variety of competitors specialized in specifi c segments, including Ammann, Bomag, Dynapac, Mikasa, Multiquip and Weber. In the compact equipment segment, we also compete with specialist manufacturers and global companies such as Bobcat (Doosan), Kubota, Takeuchi and Yanmar. Some international heavy equipment manufacturers such as Komatsu or Volvo offer compact equipment and are therefore part of our competitive landscape.
The need to increase productivity on agricultural holdings is leading to increasingly industrialized structures across the agricultural sector and greater demand for compact equipment.
1 RoHS = Restriction of the use (of certain) hazardous substances. Since acquiring the Weidemann Group in fi scal 2005, the Wacker Neuson Group has also been active in the agricultural machinery market. Weidemann GmbH enjoys a leading position for articulated wheel loaders and telescopic handlers in the Central European agricultural market. In this sector, the Group competes with companies such as Schaeffer, Thaler and JCB. At the end of 2012, Kramer also started to establish a dedicated sales network in order to market its all-wheel-drive machines to the agricultural market.
Leading global manufacturer
Wacker Neuson's strong market position is built on outstanding product and service quality, backed by in-depth product development and manufacturing know-how and an effi cient sales network. Many of our products have established excellent market positions across the globe. However, there are few offi cial statistics on market segmentation, thus making it diffi cult for us to provide an overview of market shares, especially in the case of light equipment.
End customers, dealers and professional rental companies select the manufacturer that offers the most attractive overall package consisting of innovative products, a strong brand, simple and effi cient logistics and all-in service. Customers prefer a bundled package that gives them a single point of contact to the manufacturer as this greatly simplifi es processing and administration. Wacker Neuson is one of the world's leading manufacturers with an exceptionally broad product portfolio of light and compact equipment.
Changes in the competitive landscape
A number of mergers and acquisitions took place in the construction equipment industry in 2012. In the majority of cases, market players aim to harness the sales channels of their respective partners to expand internationally. Leading Asian manufacturers are increasingly expanding their business to other emerging markets, for example. In a bid to enter industrialized markets, they are also making acquisitions (sales networks, for example) and increasingly entering alliances and joint ventures. In 2012, for example, the German concrete pump manufacturers Putzmeister and Schwing Stetter were acquired by the Chinese groups Sany and XCMG respectively. The collaboration between the Chinese fi rm Weichai Power and forklift manufacturer Kion represents one of the largest direct investments in Germany made by a Chinese company. The Chinese Liugong Group now manufactures excavators and wheel loaders in Europe (Poland) after acquiring the Polish manufacturer HSW/Huta Stalowa Wola. The group is also expanding its aftersales business in Europe.
The Turkish group Hidromek has entered a collaboration with Yanmar. In the US construction equipment rental sector, United Rentals acquired US company RSC Holdings. The company aims to establish a nationwide network in North America and gain greater access to industrial customers. Furthermore, Dutch rental company Boels acquired German fi rm Baurent Baumaschinen Miet-Service GmbH in 2012.
The above mergers have not had a signifi cant impact on Wacker Neuson's position. A varied product landscape, continued sales synergies resulting from the merger and strategic partnerships leave the Group well positioned in growth markets.
Strategic alliances
Group member Kramer-Werke GmbH develops and manufactures powerful, versatile telescopic handlers for the agricultural industry. These are distributed by Claas Global Sales GmbH, a leading German agricultural machinery supplier, under the Claas brand. We have been collaborating with Claas since 2005.
Wacker Neuson and Caterpillar Inc (Peoria/USA) entered a long-term strategic alliance in 2010. As part of the agreement, Wacker Neuson develops mini excavators with a total weight of up to three tons exclusively for Caterpillar. Caterpillar distributes these machines under its own brand via its sales network, with the exception of Japan. Caterpillar intends to cover global demand for its compact machines through the alliance. Both partners aim to strengthen their individual competitive positions in this highly fragmented market more quickly.
Increasing market penetration, synergies and diversifi cation
During the previous fi scal year, Wacker Neuson continued to consolidate its market position – at national and international level. The Group leveraged its core strengths to increase market penetration, capitalizing on its strong innovative drive, excellent product and service quality, reliable spare parts business, streamlined business processes, strong fi nancial position and independence.
In addition, the company's sales and distribution network in North and South America, Europe and Asia offers further synergy potential in the distribution of compact equipment. The company's growing presence in a variety of other industries including agriculture, gardening, landscaping, recycling and logistics is a further strategic growth driver.
By continually improving its processes and modernizing its production facilities in recent years, Wacker Neuson has gained a high degree of fl exibility that enables the company to react rapidly to fl uctuations in demand and changing customer requirements. This has signifi cantly strengthened the company's competitive standing.
III. Business trends in 2012
- J Billion-euro revenue mark exceeded for the fi rst time
- J Revenue and EBITDA targets for entire year achieved
- J Unifi cation of product areas
General statement on business performance
Business in Europe was dominated by continued uncertainty, which had a dampening effect on customer investments in construction and agricultural machinery. Nevertheless, Wacker Neuson reported double-digit revenue growth for fi scal 2012.
Revenue rose 10.1 percent, from EUR 991.6 million in the previous year to a record high of EUR 1,091.7 million. This increase was primarily fueled by positive business trends in North and South America as well as by strong revenue in Europe, with markets such as Germany, Switzerland, Scandinavia and Russia playing a signifi cant role here. The Group increased overall sales of light and compact equipment in Europe and North America. This positive development highlights the success of measures aimed at increasing penetration in core markets.
Our light and compact equipment product segments generate similar revenue streams. Together, these two segments, combined with further double-digit revenue growth in our services segment, give us a balanced revenue mix.
However, a comparison of quarterly revenue shows a downturn in the pace of growth. Revenue for the fi rst quarter was signifi cantly higher than we had expected (29.3 percent increase on the previous year). However, the downturn in Europe had a major impact during the second half of 2012. In contrast, business in the Americas continued to develop well.
Quarter-on-quarter comparison: revenue 2009 to 2012 in € million
The diffi cult market conditions were refl ected in profi tability fi gures for 2012. The EBITDA margin1 fell to 13.0 percent compared with 16.4 percent in the previous year. The somber market situation in Europe led us to strengthen sales activities in other regions. This resulted in higher revenues in what are in some cases very competitive markets. The relocation and start-up phase at the new production and development center for excavators, dumpers and skid steer loaders in Hörsching also impacted profi tability. We will be reporting on developments here later in this report. Rising revenue also pushed up operating costs, marked also by an increase in manpower capacity.
Comparison between actual trends and projected performance
In March 2012, Wacker Neuson forecast revenue of EUR 1.1 billion and an EBITDA margin in excess of 15 percent for the fi scal year. In August 2012, the company confi rmed its revenue forecast yet adjusted its profi t expectations, lowering the expected EBITDA margin to between 13 and 15 percent. The Group achieved this forecast for the year.
Healthy fi nancials and assets
The Group's fi nancials and assets remain strong with a high equity ratio (before minority interests) of around 68.1 percent and net fi nancial debt of around EUR 214 million. This corresponds to a gearing of approximately 23 percent.
1 EBITDA margin = EBITDA/revenue.
Key resolutions at the 2012 AGM
At the AGM held in Munich on May 22, 2012, the Executive Board informed around 200 Wacker Neuson SE shareholders of business developments. Based on a share capital of 70,140,000 shares, 85.5 percent of shareholders were present.
In light of the company's stronger earnings situation, shareholders approved a dividend payout of EUR 0.50 per share for fi scal 2011. With 70.14 million eligible shares, this amounts to a total payout of EUR 35.1 million. The distribution ratio panned out at around 41 percent based on Group profi t for 2011 in the amount of EUR 85.8 million.
CEO Cem Peksaglam outlined the benefi ts of a new authorized capital corresponding to 25 percent of current share capital, which will enable the Executive Board, subject to Supervisory Board approval, to issue up to 17,535,000 new shares over the next fi ve years. Wacker Neuson SE faces stiff competition at both national and international level. The authorized capital will enable the company to acquire companies or holdings, for example, in return for shares in Wacker Neuson SE. It will also enable the company to issue new shares against cash contributions, thus providing it with an additional fi nancing instrument independent of banking institutions. Shareholders approved this proposal, giving the company the option of strengthening its competitive position without impacting its fi nances or liquidity. The previous authorized capital expired in April 2012.
Shareholders also approved the appointment of Dr. Matthias Bruse, attorney-at-law and partner of the P+P Pöllath+Partners law fi rm based in Munich, to the Supervisory Board of Wacker Neuson SE. Dr. Bruse was initially judicially appointed to the Supervisory Board in 2011.
Further resolutions dealt with Supervisory Board remuneration, the acquisition of treasury shares and the approval of a profi t transfer agreement with Weidemann GmbH. Executive Board and Supervisory Board members' actions were also approved. The auditing company Ernst & Young, Stuttgart, was appointed as the offi cial auditor for fi scal 2012. This is the fi rst time that this company has been commissioned by Wacker Neuson.
Active capital market communication and share trends
In 2012, the Executive Board continued to make regular and active efforts to keep stakeholders up to date on current developments within the company and on the company
strategy. They achieved this through various channels including the AGM, investor conferences, national and international roadshows and the Capital Market Day.
During the period under review, uncertainties resulting from the European debt crisis and fears about the US exceeding its debt limit resulted in volatility on the fi nancial markets. This also had an impact on the Wacker Neuson share. At the start of the year, our share was listed at EUR 9.40. By the beginning of March it had climbed to EUR 13.45. As the year progressed, however, the price fell in value, dropping to its lowest point of the year, EUR 9.06, on November 27, 2012. By the end of the year, the share had risen in value and closed at EUR 10.35 on December 31, 2012, a rise of around ten percent on the start of 2012. At the end of February 2013, it was listed at EUR 11.30 and was thus around 9 percent higher than at the start of the year.
Changes to company organization and structure
On January 1, 2012, the Serbian companies Wacker Neuson Kragujevac d.o.o. and Wacker Neuson Lapovo d.o.o. were included in the consolidated structure. The companies were not previously consolidated due to their minor impact on the Group's assets, fi nancials and earnings.
Please refer to the Notes to the Consolidated Financial Statements for information on further changes to the Group's participating interests that have had an impact on the consolidation structure. p. 133
Uniting product segments and changes to the Executive Board
Wacker Neuson SE has united its two product segments (light and compact equipment) under single management in order to maximize synergies, in particular with regard to international expansion. This will enable the Group to further build on its market success.
This move led to changes in areas of responsibility at Executive Board level. In light of these realignments, Mr. Richard Mayer stepped down from his position as member of the Executive Board responsible for light equipment on September 30, 2012. Mr. Martin Lehner, responsible for compact equipment and Deputy CEO, has taken on responsibility for light equipment since then.
On January 22, 2013, the Supervisory Board of Wacker Neuson SE and Mr. Werner Schwind reached an agreement that Mr. Werner Schwind will step down from his position on the Executive Board effective as of March 31, 2013 due to differences in opinion regarding the future international sales strategy of the Group. Mr. Schwind's areas of responsibility will be taken on by CEO Mr. Cem Peksaglam.
Expansion of production capacity in Austria
In 2010, Wacker Neuson resolved to build a new plant that would serve as a competence center for excavators, dumpers and skid steer loaders. Construction of the new facility in the Upper Austrian town of Hörsching offi cially got underway with a silver-spade ceremony on June 8, 2011. Production at the new facility started on May 11, 2012. The company invested a total of around EUR 65 million in this modern compact equipment production facility. This fi gure includes the cost of purchasing and developing the site. The compact equipment production plant is one of the largest, most modern facilities of its kind. It covers an area of around 50,000 square meters and is located on a 17-hectar site next to Linz airport. The facility features a cutting-edge manufacturing hall with six assembly lines plus an on-site test ground, a spray facility with powder coating and a sand-blasting unit as well as an offi ce building with modern workstations, a cafeteria, apprentice workshop, a test zone and service workshop for training purposes.
The investment triples the Group's production capacity for compact equipment in Austria and will enable it to meet rising demand. In contrast to the previous facility, which the company had leased, the new plant is owned by the company. The Group
Ribbon-cutting ceremony at the offi cial opening. From left to right: Gert Reichetseder (Managing Director Linz), Hans Neunteufel (Chairman of the Supervisory Board), Dr. Josef Pühringer (State Governor), Cem Peksaglam (CEO), Martin Lehner (Member of the Executive Board) and Johannes Mahringer (Managing Director Linz).
now owns all of its production facilities. All compact equipment production plants have been built within the last six years and therefore feature cutting-edge production technologies.
However, the relocation and start-up phase for production at the new facility delayed product deliveries. This in turn depressed revenue for compact equipment for several months. Profi t for the period was also affected by relocation and start-up costs as well as by rent and operating costs for the previous site. Today, logistics at the site have been further optimized and the production facility has reached its planned level of capacity utilization.
The end of September saw the offi cial opening of Wacker Neuson's new compact equipment plant in Hörsching, Austria. Over 7,000 visitors came to see the Group's largest production facility.
IV. Profi t, fi nancials and assets
The report on profi t, fi nancials and assets covers a total of 50 Group companies (previous year: 49) including the holding company, Wacker Neuson SE.
The following fi gures include the effects of purchase price allocation (PPA) resulting from the merger between the former Wacker Construction Equipment AG and Neuson Kramer Baumaschinen AG in fall 2007. These will continue to have an – albeit diminishing – impact on earnings into 2013.
Profi t
- J Double-digit rise in profi t
- J Revenue and earnings in line with forecast
- J Cost structure aimed at further growth
1 Record-breaking revenue
Despite diffi cult market conditions, Wacker Neuson was able to successfully implement its growth strategies. Group revenue rose 10.1 percent to EUR 1,091.7 million (previous year: EUR 991.6 million). Adjusted to discount currency
fl uctuations, this corresponds to an increase of 7.7 percent. The Group thus achieved its revenue forecast of approximately EUR 1.1 billion. This means that in just three years, Wacker Neuson has increased revenue by an impressive 83 percent. We are particularly pleased to announce that revenue for 2012 exceeded the billion-euro mark for the fi rst time and thus represents a record high fi gure for the Group. 1
Profi t developments
Profi t was infl uenced by a number of factors.
One-off effects in 2012 included:
- J The relocation to a new production facility and the start-up phase of production, both of which led to delivery delays
- J A goodwill impairment for Wacker Neuson GmbH (Austria) related to the operational company BAUMA
- J The exit of a member of the Executive Board.
A number of other demand- and market-related also impacted profi t:
- J The Group increasingly felt the impact of weak demand in Europe (the Group's core market)
- J The sales structure (product and regional mix) shifted slightly
cent on the previous year to reach EUR 1,091.7 million. This is a record high fi gure for the Group. It also means that the Group has increased revenue by 83 percent in just three years. Weak demand in Europe, together with increased market penetration and the relocation to a new production facility all impacted profi tability. With an EBITDA margin of 13 percent, the Group also achieved its earnings forecast for 2012.
Pro-forma fi gure: Reported as if the Neuson Kramer subgroup were fully consolidated in 2007 (actually consolidated on October 1, 2007). Revenue reported in 2007: EUR 742.1 million.
2 2009 profi t margins adjusted to discount goodwill impairment, restructuring costs.
| Q1 | Q1 vs. Q4 prev. year |
Q2 | Q2 vs. Q1 | Q3 | Q3 vs. Q2 | Q4 | Q4 vs. Q3 | Total year | |
|---|---|---|---|---|---|---|---|---|---|
| 2011 revenue in € million | 211.8 | 2.7% | 266.9 | 26.0% | 248.9 | - 6.7% | 264.0 | 6.1% | 991.6 |
| EBITDA margin 2011 as a % | 12.2 | 17.1 | 19.9 | 15.7 | 16.4 | ||||
| 2012 revenue in € million | 274.0 | 3.8% | 284.2 | 3.7% | 254.5 | -10.4% | 279.1 | 9.7% | 1.091.7 |
| EBITDA margin 2012 as a % | 14.2 | 13.1 | 13.4 | 11.2 | 13.0 | ||||
| Revenue increase compared with prior-year period as a % |
29.3 | 6.5 | 2.2 | 5.7 | 10.1 |
Quarter-on-quarter comparison of revenue and earnings for 2011 and 2012
J The Group further increased efforts to penetrate core and new markets – some of which are extremely competitive.
The following effects that did not apply in 2011 also have to be taken into consideration for 2012:
- J Alignment of the cost structure with higher revenue levels (including an increase in headcount)
- J Increased write-downs due to higher investment over previous years
- J The positive one-off item in 2011, whereby an impairment reversal added an extra EUR 10.8 million to profi t before interest and tax (EBIT)1 .
Cost developments
Manufacturing costs rose 13.7 percent to EUR 760.2 million (previous year: EUR 668.4 million) due to a rise in production volumes.
Gross profi t for 2012 amounted to EUR 331.5 million (previous year: EUR 323.2 million). The gross profi t margin thus fell to 30.4 percent (previous year: 32.6 percent).
We continued to keep strict control over costs. Total sales, general and administrative (SG&A) expenses and research and development (R&D) expenses increased by 12.4 percent to EUR 249.5 million (previous year: EUR 222.0 million). Nevertheless, we were able to keep these costs in check relative to the rise in revenue. Expressed as a percentage of revenue, total SG&A and R&D expenses increased only slightly to 22.9 percent (previous year: 22.4 percent).
Selling expenses rose 15.1 percent to EUR 160.6 million (previous year: EUR 139.5 million) as a result of ongoing measures aimed at penetrating international markets.
R&D expenses rose 22.4 percent to EUR 26.8 million (previous year: EUR 21.9 million). A total of EUR 7.8 million in development costs was capitalized by all manufacturing companies in 2012 (previous year: EUR 7.0 million). The research and development ratio increased to 2.5 percent (previous year: 2.2 percent), a healthy fi gure for maintaining our leading innovative position.
General administrative costs amounted to EUR 62.2 million (previous year: EUR 60.6 million). The administrative cost ratio dropped to 5.7 percent (previous year: 6.1 percent), falling below 6.0 percent for the fi rst time.
Other operating income fell to EUR 15.1 million (previous year: EUR 29.6 million, including an impairment reversal in the amount of EUR 10.8 million).
Other operating expenses amounted to EUR 12.2 million (previous year: EUR 7.0 million).
Profi t before interest, tax, depreciation and amortization (EBITDA) dropped from EUR 162.6 million to EUR 141.7 million. This resulted in an EBITDA margin of 13.0 percent (previous year: 16.4 percent), which is within the target range of 13 to 15 percent.
Quarterly developments
The above table shows quarterly revenue and profi t for 2012 and 2011, highlighting quarter-on-quarter dynamics. In 2011, the second quarter was signifi cantly higher than the fi rst (+26 percent), refl ecting the start of the construction season at this time of the year. In 2012, however, this seasonal effect was not evident, and the second quarter was just 3.7 percent above the fi rst. This was due to a number of reasons, including diffi culties during the start-up phase in Hörsching, which resulted in delivery delays and infl uenced results into the third quarter. Nevertheless, each quarter in 2012 improved on the respective quarters in the previous year.
In 2011, an impairment test carried out on the basis of projected fi gures revealed that a write-up in the amount of EUR 10.8 million was required on the brand value following a comparison of the net book value of the Group's goodwill and brands with the fair market value in 2011. This write-up did not affect liquidity. In 2009, the impairment test led to a one-off write-down on intangible assets, mainly goodwill from the Neuson Kramer subgroup, in the amount of EUR 100.3 million. Of this amount, brand impairment accounted for EUR 10.8 million.
Write-downs in 2012 totaled EUR 56.8 million (previous year: EUR 38.8 million; adjusted to discount the reversal of brand impairment: EUR 49.6 million).
Profi t before interest and tax (EBIT) fell 31.4 percent to EUR 84.9 million. This corresponds to an EBIT margin1 of 7.8 percent (previous year: EUR 123.8 million; 12.5 percent; discounting the impairment reversal: 11.4 percent). Purchase price allocation (PPA) had the effect of reducing EBIT by EUR 4.0 million (previous year's PPA: EUR 3.5 million). The effects of PPA will continue to have an impact – albeit a diminishing one – until the end of 2013.
Group profi t is hardly affected by exchange rate fl uctuations arising from the international fl ow of goods due to natural currency hedging, in particular with regard to the euro/US dollar. In 2012, the average euro/dollar exchange rate was EUR 1 to USD 1.29 (previous year: EUR 1 to USD 1.40). The Group uses derivative fi nancial instruments to hedge other currencies.
The fi nancial result amounted to EUR -7.1 million (previous year: EUR -3.4 million). A number of factors, including the Schuldschein loan agreements (Schuldscheindarlehen) placed by Wacker Neuson, led to an increase in net fi nancial debt. Further information on this is available in the "Financial position" section p. 76 and in section fi ve of the Notes. p. 142
Profi t before tax (EBT) decreased to EUR 77.8 million (previous year: EUR 120.3 million; adjusted: EUR 109.5 million). Tax expenditure amounted to EUR 23.1 million (previous year: EUR 33.9 million). The tax rate was 29.7 percent (previous year: 28.2 percent).
Profi t for the period totaled EUR 54.1 million (previous year: EUR 85.8 million; adjusted: EUR 77.7 million). The return on revenue here was 5.0 percent (previous year: 8.7 percent; adjusted: 7.9 percent).
70.14 million ordinary shares were in circulation at all times during the period. This resulted in earnings per share of EUR 0.77 (previous year: EUR 1.22; adjusted: EUR 1.07).
Return on capital employed
At EUR 793.2 million, average capital employed – in other words, the book value of all assets used for operational purposes – increased by 22.7 percent on the previous year as a result of the rise in revenue (previous year: EUR 646.6 million).
Return on capital employed (ROCE I) dropped from the prioryear fi gure of 17.5 to 10.8 percent. ROCE II amounted to 7.6 percent (previous year: 12.5 percent). 2
EBIT margin = EBIT/revenue.
2 Return on Capital Employed (ROCE)
Return on capital employed (ROCE) shows how much return a company realizes on the total capital it employs by comparing EBIT with the capital invested during a fi scal year. In 2012, Wacker Neuson realized a return of 10.8 percent before tax (ROCE I) and 7.6 percent after tax (ROCE II). The ROCE II fi gure was higher than the weighted average cost of capital (WACC), which came to 7.5 percent. Overall, the Group thus produced slight value in 2012.
The indicators presented here are also described in more detail in the "Corporate governance and value-based company management" section (see section I. The Wacker Neuson Group p. 62 ). They are calculated as follows on the basis of the fi gures reported in the Consolidated Financial Statements and the Notes.
Calculating ROCE I and II
1
| in € K | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| EBIT | 84,899 | 123,750 | 36,700 | -113,134 | 57,989 |
| EBIT1 | 85,649 | 112,951 | 36,700 | -12,796 | 57,989 |
| Tax ratio acc. to income statement1 as a % |
29.44 | 28.48 | 24.74 | 18.68 | 31.57 |
| NOPLAT1,2 = EBIT – (EBIT x tax rate) | 60,435 | 80,786 | 27,619 | -10,406 | 39,684 |
| Non-current assets | 790,208 | 742,132 | 673,903 | 632,696 | 750,008 |
| Goodwill | -236,603 | -237,509 | -236,550 | -236,016 | -326,059 |
| Brands | -64,838 | -64,838 | -54,040 | -54,040 | -64,838 |
| Other investments | -75 | -2,000 | -5,478 | -4,144 | -3,420 |
| Loans | -181 | -310 | -99 | -99 | -139 |
| Investment securities | -3,449 | -3,626 | -3,540 | -3,094 | -2,870 |
| Currency hedges | 0 | -466 | 0 | 0 | 0 |
| Interest rate swap | 0 | -6 | -56 | 0 | 0 |
| Present value (fi nance lease obligations) | |||||
| of non-current assets | 0 | 0 | -4,381 | -9,680 | -14,659 |
| Non-current liabilities | |||||
| Deferred taxes | -33,475 | -30,006 | -23,957 | -25,530 | -31,989 |
| Non-current assets used in business | 451,587 | 403,371 | 345,802 | 300,093 | 306,034 |
| Current assets | 554,597 | 471,207 | 356,314 | 339,042 | 428,603 |
| Marketable securities | 0 | 0 | 0 | 0 | -1,894 |
| Cash and cash equivalents | -18,867 | -16,890 | -36,559 | -85,024 | -65,600 |
| Trade payables | -51,143 | -62,362 | -36,207 | -21,251 | -32,290 |
| Short-term provisions | -12,804 | -15,151 | -12,317 | -13,583 | -11,112 |
| Current tax payable | -1,834 | -1,967 | -470 | -413 | -466 |
| Other current liabilities | -55,438 | -57,102 | -43,776 | -29,102 | -35,184 |
| Net working capital | 414,511 | 317,735 | 226,985 | 189,669 | 282,057 |
| Capital employed | 866,098 | 721,106 | 572,787 | 489,762 | 588,091 |
| Average capital employed | 793,602 | 646,947 | 531,275 | 538,927 | 537,419 |
| ROCE I (return on capital employed before tax) as a % (EBIT/average capital employed) |
10.79 | 17.46 | 6.91 | -2.37 | 10.79 |
| ROCE II (return on capital employed after tax) as a % (NOPLAT/average capital employed) |
7.62 | 12.49 | 5.20 | -1.93 | 7.38 |
2009 EBIT was reported before one-off write-downs on intangible assets in the amount of EUR 100.3 million. The tax ratio in 2009 does not contain the deferred taxes in the amount of EUR 2.7 million that were payable on these write-downs.
2011 EBIT was recognized before one-off write-ups on intangible assets in the amount of EUR 10.8 million. The tax ratio in 2011 does not contain the deferred taxes in the amount of EUR 2.7 million that are payable on these write-ups.
2012 EBIT is recognized before one-off write-downs on intangible assets in the amount of EUR 0.8 million. The tax ratio in 2012 does not contain the deferred taxes in the amount of EUR 1.3 million that were payable on these write-downs.
2 NOPLAT = Net Operating Profi t Less Adjusted Taxes. NOPLAT shows the annual profi t a company would achieve if it were fi nanced purely from equity.
Financial position
- J Investments secure long-term growth prospects
- J Cash fl ow mirrors high level of investments
- J Working capital increases in line with revenue
Principles and targets of fi nancial management at Wacker Neuson
Financial management at the Wacker Neuson Group aims to strike a healthy balance between fi nancial security, return on equity and earnings. To achieve this, we draw on set balance sheet ratios and key indicators to manage our fi nancing needs. The most important indicators here are net fi nancial debt – resulting from short-term net borrowings and long-term borrowings – and the equity ratio.
Our aim is to fund day-to-day operations with cash fl ow from operating activities. Surplus funds are invested in liquid, safe instruments where they earn the prevailing interest rates and are available to fi nance sustainable growth.
The Wacker Neuson Group uses standard derivative fi nancial instruments such as foreign exchange forward contracts and interest rate swaps or caps exclusively for hedging purposes and to minimize risks. Financial instruments without a corresponding underlying transaction are not carried out.
Ensuring payment fl ow through liquidity management
The main objective of liquidity management is to ensure that the Wacker Neuson Group has suffi cient funds to meet payment obligations as they arise. To this end, the Group maintains cash pools in which almost all its companies are incorporated. The participants can draw on the positive cash pool balances provided by Wacker Neuson SE up to individually fi xed, fair market limits. Interests accrues on deposits and withdrawals effected by participants in keeping with the market conditions prevailing in the respective currency.
Cash fl ow mirrors high level of investments
As planned, Wacker Neuson was able to fi nance day-to-day operations in the current fi scal year with operating cash fl ow. This did not, however, exceed the previous year's level due to our concerted efforts to build up inventory. At the close of the year, cash fl ow amounted to EUR 13.6 million (previous year: EUR 43.6 million).
Cash fl ow from investment activities, which only covers investments that have been paid, amounted to EUR -99.9 million within the framework of planned investments realized (previous year: EUR -105.5 million).
Cash fl ow from fi nancing activities came to EUR 88.8 million (previous year: EUR 42.6 million). In the fi rst quarter of the year, the Group placed Schuldschein loan agreements in the amount of EUR 120 million (refer to the next paragraph for further information). This was the main factor behind the increase in cash fl ow during this period. The second quarter dividend payout of EUR 37.05 million (dividend payout for Q2 2011: EUR 11.9 million) had the effect of reducing cash fl ow.
| in € K | 2012 | 2011 | 2010 | 2009 | 20081 |
|---|---|---|---|---|---|
| Cash fl ow from operating activities | 13,602 | 43,581 | 44,918 | 138,255 | 38,109 |
| Purchase of property, plant and equipment | -93,944 | -104,494 | -75,618 | -36,281 | -93,134 |
| Purchase of intangible assets | -10,085 | -9,511 | -9,344 | -7,120 | -8,654 |
| Purchase of marketable securities | 0 | 0 | 0 | 0 | 0 |
| Proceeds from the sale of marketable securities | 0 | 0 | 0 | 1,996 | 85,674 |
| Proceeds from the sale of property, plant and equipment | |||||
| and intangible assets | 4,156 | 8,526 | 1,205 | 3,753 | 1,440 |
| Change in consolidation structure | 0 | 0 | -1,467 | -460 | -1,771 |
| Cash fl ow from investment activities | -99,873 | -105,479 | -85,224 | -38,112 | -16,445 |
| Change in consolidation structure | 0 | 0 | +1,467 | +460 | +1,771 |
| Cost of procuring capital | 0 | 0 | 0 | 0 | -69 |
| Free cash fl ow | -86,271 | -61,898 | -38,839 | 100,603 | 23,366 |
Statement of free cash fl ow changes
The position "Interest received" has been shifted from cash fl ow from investing activities to cash fl ow from operating activities.
Comfortable liquidity situation despite increased investments
With initial liquidity of EUR 16.9 million and stable operative cash fl ow, Wacker Neuson was able to fund day-to-day operations as planned in 2012. Despite making investments of EUR 86.3 million in working capital, the company reported positive operative cash fl ow in the amount of EUR 13.6 million at the close of the year. The Group also drew on shortterm lines of credit to fi nance these investments. At EUR 18.9 million, the liquidity situation remains comfortable.
On February 27, 2012, Wacker Neuson SE successfully placed its fi rst Schuldschein loan agreements. The original amount of EUR 75 million was oversubscribed by more than twice the initial offering during the subscription phase. This, combined with the fact that the transaction was subscribed at the lower end of the marketing range, prompted the company to increase the amount to EUR 120 million. The loan was placed with cooperative, savings and private banks. The funds from the loan were used to redeem short-term operating lines of credit and to create headroom for further growth.
The Schuldschein loan agreements enabled the Group to convert current borrowings from banks to non-current liabilities and thus optimize its capital structure for the long term. At the closing date, 42 percent of liabilities were current and 58 percent non-current.
The Schuldschein loan agreements were offered and placed exclusively with a fi xed coupon rate of 3.0 percent for the fi veyear term and 3.66 percent for the seven-year term. Due to the troubled state of the banking sector and the weak economy in Europe, we do not expect the coupon rates to rise signifi cantly in the coming years.
Free cash fl ow corresponds to cash fl ow from operating activities plus investment activities1 . Investments in 2012 exceeded write-downs, which again resulted in a negative free cash fl ow of EUR -86.3 million (previous year: EUR -61.9 million). We partially drew on short-term credit lines to cover this.
Comfortable liquidity situation
Wacker Neuson was able to meet liquidity needs in 2012 through its own liquid funds. Credit line commitments provided additional backing. At the closing date, less than 60 percent of these had been drawn. For further details on the terms and interest conditions of the credit lines, please refer to item 20 in the Notes to the Consolidated Financial Statements. p. 156
The Group had liquid funds to the value of EUR 18.9 million (previous year: EUR 16.9 million) at year-end. 3
Refi nancing developments
We continue to regard the banking sector as a volatile option for refi nancing. As refi nancing rates rise for banks, these are passed on to companies. However, our strong credit rating, which is also acknowledged by the banks, does work in our favor here.
Our aim remains to organize our own direct refi nancing facilities irrespective of external market forces.
Working capital developments
Working capital increased 23.3 percent on the prior-year fi gure to EUR 456.8 million (previous year: EUR 370.5 million). The working capital to revenue ratio amounted to 41.8 percent (previous year: 37.4 percent). The working capital to revenue ratio based on annualized Q4 2012 revenue came to 40.92 percent and was thus within the range we expected. We
Note on calculation: 456.8/(279.1x4) = 40.9 percent 1 If available, excluding changes to the consolidation structure and plus amounts accruing from the issue of new shares including the costs of raising capital.
working capital as low as possible, its strong fi nancial position enables it to rapidly increase inventory as the need arises and ensure high delivery capabilities. Although sales in the second and third quarters developed below expectations, the working capital to revenue ratio rose to 41.8 percent. The Group regards this as a temporary development.
Revenue 2007 on pro-forma basis.
adjusted our inventory management to improve our delivery capabilities and react rapidly to global market developments. Inventory rose 31.2 percent to EUR 360.1 million (previous year: EUR 274.5 million). Trade payables fell to EUR 51.1 million (previous year: EUR 62.4 million). The Group reduced trade receivables by 6.7 percent to EUR 147.8 million (previous year: EUR 158.4 million) due to effi cient receivables management. 4
Substantial investments for future growth
In 2012, we continued to make major investments to secure future growth at Wacker Neuson. These included EUR 93.9 million in property, plant and equipment during the period under review (previous year: EUR 104.5 million), which is in line with our plans.
In 2012, Wacker Neuson invested heavily in expanding its capacity and international sales structure. In 2012, the Group invested EUR 104.0 million, EUR 93.9 million of which was channeled into property, plant and equipment. Investments exceeded write-offs by a factor of 1.8. As a result, the Group reported negative free cash fl ow for 2012.
1 2009 depreciation: adjusted to refl ect write-downs on intangible assets in the amount of EUR 100.3 million.
2011 depreciation: adjusted to refl ect write-ups on intangible assets in the amount of EUR 10.8 million.
Capital expenditure Depreciation and amortization Operating cash flow Basis for calculating (WACC1 )
| 2012 | 2011 | 2010 | 2009 | 2008 | |
|---|---|---|---|---|---|
| Risk-free return (rf ) as a % |
2.50 | 2.75 | 3.00 | 4.25 | 4.25 |
| Market risk premium (MRP) as a % | 6.00 | 5.5 | 5.00 | 5.00 | 5.00 |
| Leverage beta (ßL ) |
1.094 | 1.001 | 1.050 | 1.028 | 1.032 |
| Average interest-bearing liabilities, € K | 219,921 | 108,149 | 88,053 | 130,452 | 173,920 |
| Interest expense (D x rD), € K | 7,731 | 4,525 | 4,333 | 4,987 | 8,084 |
| Cost of debt (rD) as a % | 3.52 | 4.18 | 4.92 | 3.82 | 4.65 |
| Group tax rate (s) as a % | 29.72 | 28.16 | 24.74 | 36.52 | 31.57 |
| Share price at closing date (k) € | 10.35 | 9.55 | 13.00 | 8.20 | 6.19 |
| Number of shares (n) in thousands | 70,140 | 70,140 | 70,140 | 70,140 | 70,140 |
| Market capitalization (E), € K | 725,949 | 669,837 | 911,820 | 575,148 | 434,167 |
| Cost of equity (rE) as a % | 9.06 | 8.26 | 8.25 | 9.39 | 9.41 |
| Percentage of fi nancing that is equity [E/(E+D)] as a % | 76.75 | 86.10 | 91.19 | 81.51 | 71.40 |
| Percentage of fi nancing that is debt [D/(E+D)] as a % | 23.25 | 13.90 | 8.81 | 18.49 | 28.60 |
| Weighted average cost of capital (WACC) as a % | 7.53 | 7.53 | 7.85 | 8.10 | 7.63 |
1 WACC: (percentage of fi nancing that is equity x cost of equity) + (percentage of fi nancing on average that is debt x cost of debt) x (1 – tax rate).
WACC = (rf +MRPxßL ) x E/(E+D)+rDx(1-s)xD/(E+D).
WACC stands for weighted average cost of capital. It is calculated as the mean value of equity and debt costs, whereby tax benefi ts are to be deducted from the cost of debt. Here, equity is taken at market value at the closing date.
In 2012, the calculation of WACC was adjusted. For the fi rst time, the average interest-bearing liabilities were calculated precisely for each month. The previous year's fi gures have been adjusted in line with this new calculation.
In 2012, we invested around EUR 32 million in a new facility in the Austrian town of Hörsching, near Linz as well as in the expansion of our production capacity at Menomonee Falls and the addition of new sales and service stations across the globe. This corresponds to around 30 percent of our total investments.
We also invested approximately EUR 38 million in our rental fl eet for Central Europe, which accounts for around 37 percent of total investments. The equipment and machines here must be below a certain average age. Any devices older than this are sold as used equipment. Wacker Neuson equipment has a high resale value due to its outstanding quality and durability, coupled with the fact that it is maintained by the company itself. We therefore invest regularly in new machines for our fl eet.
Renewal/maintenance activities and other investments accounted for around 24 percent of total investments.
Investments 20121 as a % of total investment
EUR 10.1 million was channeled into intangible assets – primarily into the capitalization of research and development activities and software.
The investment (property, plant and equipment plus intangible assets) to depreciation factor amounted to 1.8 (previous year: 2.9). 5
Producing value
Since fi scal 2010, we have also included the key indicator weighted average cost of capital (WACC) in our fi nancial reports. This fi gure indicates the weighted average cost of capital within the Group. A company is producing value for its investors if return on capital employed (ROCE) exceeds WACC. For shareholders and lenders, WACC indicates the return they might expect on the funds or capital they have provided. It also gives a company a good indication of the type of return it needs to generate on prospective investments.
The company produced slight value in 2012. At 7.62 percent, ROCE II (return on capital employed after tax) was higher than the WACC, which came to 7.53 percent (previous year: 7.53 percent).
Total investments for 2012: EUR 104.0 million (property, plant and equipment and intangible assets).
Assets
- J Solid balance sheet structure underpins further growth
- J High equity ratio compared with industry peers
- J Net fi nancial debt low for the industry
The balance sheet total rose 10.8 percent during the fi scal year to EUR 1,344.8 million (previous year: EUR 1,213.3 million).
Return on assets (ROA) after tax and before minority interests fell to 4.3 percent (previous year: 7.0 percent). Return on assets expresses the ratio between profi t/loss for the period before minority interests and the average balance sheet total. Deferred tax is always deducted when calculating ROA. Deferred tax
amounted to EUR 31.7 million in 2012 (previous year: EUR 21.6 million; adjusted to discount write-ups).
Assets rose to EUR 746.5 million (previous year: EUR 712.5 million).
At December 31, 2012, goodwill amounted to EUR 236.6 million (previous year: EUR 237.5 million). At EUR 103.2 million, intangible assets remained at the same level as the previous year (2011: EUR 102.8 million).
To further improve its delivery capabilities, the Group made concerted efforts to increase inventory. Due to an increase in production volumes, the value of fi nished products in 2012 rose from EUR 184.2 million to EUR 237.7 million. Current assets amounted to EUR 554.6 million (previous year: EUR 471.2 million).
Calculating ROE
| in € K | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Profi t/loss before minority interests | 55,4531 | 78,3272 | 24,628 | -12,3073 | 38,105 |
| Equity before minority interests | 914,658 | 901,064 | 830,618 | 789,049 | 909,088 |
| Average equity before minority interests | 907,861 | 865,841 | 809,834 | 849,069 | 909,764 |
| ROE as a % | 6.11 | 9.05 | 3.04 | -1.45 | 4.19 |
| (profi t/loss before minority interests/average equity) | |||||
| before minority interests |
2012 fi gures are reported before one-off write-downs on intangible assets in the amount of EUR 0.8 million
including the associated deferred taxes in the amount of EUR 0.2 million.
2 2011 fi gures are reported before one-off write-ups on intangible assets in the amount of EUR 10.8 million including the associated deferred tax liabilities in the amount of EUR 2.7 million.
2009 fi gures are reported before one-off write-downs on intangible assets in the amount of EUR 100.3 million including the associated deferred taxes in the amount of EUR 2.7 million.
Strong return on equity plus high equity ratio
Net profi t for the period pushed equity before minority interests up to EUR 914.7 million (previous year: EUR 901.1 million). At 68.0 percent (previous year: 74.2 percent), the equity ratio remained high for the industry. The company's share capital remained unchanged at EUR 70.14 million.
Bolstered by the strong profi t fi gures before minority interests, return on equity (ROE) amounted to 6.1 percent for the year (previous year: 9.0 percent).
Non-current liabilities rose 153.8 percent to EUR 207.1 million (previous year: EUR 81.6 million). This was primarily due to the Schuldschein loan agreements. As a result, long-term borrowings grew to EUR 134.8 million (previous year: EUR 15.3 million). At EUR 38.9 million, long-term provisions were also up on the previous year's level (previous year: EUR 36.3 million). Deferred tax liabilities amounted to EUR 33.5 million (previous year: EUR 30.0 million).
Total current liabilities fell to EUR 219.5 million (previous year: EUR 228.7 million). This is mainly attributable to the drop in trade payables. These fell to EUR 51.1 million (previous year: EUR 62.4 million). Short-term borrowings were up slightly at EUR 97.9 million (previous year: EUR 91.7 million). This fi gure also includes the current portion of long-term borrowings.
Net fi nancial debt at December 31, 2012 amounted to EUR 214.2 million (previous year: EUR 90.4 million). The funds from the Schuldschein loan agreements that the company placed in February 2012 in the amount of EUR 120 million were used to create headroom for further growth. Gearing1 increased from around 10 percent at the start of the year to around 23.4 percent at the closing date. The Group's fi nancing structure thus remains strong for the industry. For information on the calculation of net fi nancial debt, please refer to the "Risk management/capital management" section (item 30) in the Notes to the Consolidated Financial Statements. p. 168
Financial structure
Please refer to the "Financial liabilities" section (item 20) in the Notes to the Consolidated Financial Statements for information on the fi nancing structure, fi nancial covenants and the terms of covenants. p. 156
Off-balance-sheet assets and fi nancial instruments
In addition to the assets shown in the consolidated balance sheet, the Group also makes customary use of assets that cannot be recognized in the balance sheet. These generally refer to leased, let or rented assets (operating leases). Please refer to the "Other fi nancial liabilities" section (item 25) in the Notes to the Consolidated Financial Statements for detailed information. p. 161
The Group utilizes off-balance-sheet fi nancial instruments such as the sale of receivables to a limited extent only. In connection with the sale of receivables, customers are offered fi nancing models, in part interest-subsidized, which can also be reported as factoring in the wider context. However, these schemes are only used to fi nance sales and are not a major source of funding for the Group.
Judgments and estimates
During the past fi scal year, no voting rights were exercised and no balance-sheet disclosures made which, if exercised or disclosed differently, would have had a material effect on the net assets, fi nancials and profi ts of the Group.
| in € K | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Long-term borrowings | -134,807 | -15,261 | -32,218 | -33,583 | -38,845 |
| Short-term borrowings | -97,853 | -91,654 | -5,958 | -14,889 | -81,742 |
| Current portion of long-term borrowings | -437 | -421 | -12,109 | -11,698 | -5,876 |
| Marketable securities | 0 | 0 | 0 | 0 | 1,894 |
| Cash and cash equivalents | 18,868 | 16,890 | 36,559 | 85,024 | 65,600 |
| Total | -214,229 | -90,446 | -13,726 | 24,854 | -58,969 |
Net fi nancial position
Gearing = net fi nancial debt/equity before minority interests.
6 Healthy assets and fi nances
high equity ratio of around 68 percent and gearing of just 23 percent. In 2012, Wacker Neuson increased net fi nancial debt as planned to effi ciently deploy funds with a view to driving further growth. The Group has only drawn on 60 percent of its credit lines and thus has suffi cient fi nancial headroom. This healthy position was again confi rmed by the capital market in February 2012 when the Group successfully placed Schuldschein loan agreements.
Information about the use of estimates, assumptions and judgments made, especially in connection with the valuation of tangible and intangible assets, goodwill, doubtful debts, pension liabilities, provisions, contingencies and information about tax expenses is presented in the Notes to the Consolidated Financial Statements.
General overview of economic situation
As in 2011, the Group again reported record revenue in 2012. Profi tability, however, dropped slightly. This is a shortto medium-term effect, though, enabling the company to implement specifi c measures aimed at future growth. Profi t was also impacted by a number of one-off factors such as the relocation to the new production site in Hörsching, Upper Austria. With an equity ratio before minority interests of around 68 percent and gearing of 23 percent, the Group's fi nancials and assets remain strong, also for the industry. At the close of 2012, the Group was in a healthy fi nancial position. In light of existing liquid funds and the fact that the company still has not drawn on over 40 percent of its assured credit lines, Wacker Neuson will be able to meet all of its fi nancial obligations in the current year. In line with its strategy, the Group is committed to further growth – at an international level in particular – and increasing its presence in core markets. 6
V. Profi t, fi nancials and assets of Wacker Neuson SE (condensed version according to HGB)
The Annual Financial Statements of Wacker Neuson SE have been prepared in accordance with the provisions of the German Commercial Code (HGB) and the German Stock Corporation Law (Aktiengesetz). For the 2012 fi scal year, the Management Report of Wacker Neuson SE has been combined with the Group Management Report.
The Annual Financial Statements describe the results of business activities conducted by Wacker Neuson SE during fi scal 2012. Here it should be noted that the company has been operating as a management and holding company since fi scal 2011.
Operational activities in Germany (sales, production and logistics) were dropped down from the parent company Wacker Neuson SE to separate companies in 2011. The three new affi liates are each structured as GmbH & Co. KG companies with headquarters in Munich. They are wholly owned by Wacker Neuson SE.
All operational business segments have now been dropped down from Wacker Neuson SE. As a result, the company now only performs global, Group-wide management and holding activities and no longer generates operating revenue.
The corporate purpose of Wacker Neuson SE is holding and managing shares in companies that are directly or indirectly involved in the development, manufacture and sale of machines, equipment, tools and processes – particularly for the construction and agricultural industries – as well as the provision of all associated services. In its capacity as a management and functional holding, the company also delivers administrative, fi nancial, commercial and technical services for the holding entities in return for a fee.
Only central Group functions based in Munich remain at Wacker Neuson SE together with Group-wide and/or non-transferrable contractual relationships and other legal relationships, receivables and liabilities. The holding is responsible for all strategic aspects of Group management. The Group Executive Board plus all central Group-wide departments are with the holding company. These include Group controlling, Group accounting, treasury, legal (including patent management), internal auditing, real estate, Group marketing, investor relations and corporate communication. In addition to the above-mentioned departments, the holding company also has dedicated employees for IT and HR to steer these corporate functions at Group level. The company employed 36 people on average in fi scal 2012. Wacker Neuson SE and its affi liates trade Group-internal services as required within the framework of service agreements based on the terms and conditions customary in the market.
The income statement is prepared in the "cost-of-sales" format.
General administrative costs amounted to EUR 22.8 million in fi scal 2012 (previous year: EUR 20.7 million). Other income came to EUR 25.5 million. This includes remuneration for services rendered within the Group. In 2011, other income was posted at EUR 38.5 million. This includes an accounting profi t on the disposal of land at the Munich/Milbertshofen site, which was sold to Wacker Neuson Produktion GmbH & Co. KG.
Wacker Neuson SE realized profi t before interest and tax (EBIT) of EUR 43.3 million (previous year: EUR 33.6 million).
Participating interests in affi liates yielded income for Wacker Neuson SE.
On April 4, 2012, Wacker Neuson SE concluded a profi t transfer agreement with Weidemann GmbH, based in Diemelsee-Flechtdorf, Germany. This agreement was approved by the AGM on May 22, 2012. It was entered in the Register of Companies on June 21, 2012. The proceeds from the profi t transfer agreement came to EUR 20.3 million for fi scal 2012.
Participating interests in affi liates thus yielded further income. Income from shareholdings in companies amounted to EUR 44.4 million (previous year: EUR 18.7 million). Profi t before tax (EBT) came to EUR 42.8 million (previous year: EUR 33.5 million). After tax, this results in profi t for the period of EUR 36.6 million (previous year: EUR 31.1 million).
Income statement for Wacker Neuson SE (condensed version)
| in € K | 2012 | 2011 |
|---|---|---|
| Revenue | 0 | 0 |
| Cost of sales | 0 | 0 |
| Gross profi t | 0 | 0 |
| Sales expenses | 0 | 0 |
| General and administrative | ||
| expenses | -22,825 | -20,655 |
| Other income | 25,476 | 38,515 |
| Other expenses | -3,715 | -3,035 |
| Income from profi t transfer | 20,297 | 0 |
| Dividend s | 24,080 | 18,732 |
| EBIT | 43,313 | 33,557 |
| Interest and similar incom e | 4,541 | 1,777 |
| Interest and similar expenses | -5,090 | -1,838 |
| Profi t before tax (EBT ) | 42,764 | 33,496 |
| Taxes on income and earnings | -6,099 | -2,332 |
| Other taxes | -88 | -79 |
| Net profi t/loss | 36,577 | 31,085 |
| Profi t/loss carried forward | 4,953 | 1,138 |
| Withdrawal from/allocation to | ||
| other revenue reserves | 0 | 7,800 |
| Retained earnings | 41,530 | 40,023 |
Balance sheet of Wacker Neuson SE (condensed version)
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Intangible assets | 5,700 | 5,645 |
| of which: licenses for industrial | ||
| property rights and similar | 4,880 | 5,364 |
| of which: payments on account | 820 | 281 |
| Property, plant and equipment | 38,717 | 41,841 |
| of which: land, land titles and | ||
| buildings on third-party land | 36,212 | 37,887 |
| of which: machinery and | ||
| equipment | 2 | 3 |
| of which: offi ce and other | ||
| equipment | 2,400 | 2,189 |
| of which: payments on account/ | ||
| assets under construction | 103 | 1,762 |
| Financial assets | 738,220 | 738,220 |
| of which: shareholdings in | ||
| affi liated companies | 737,467 | 737,467 |
| of which: loans to affi liated | ||
| companies | 750 | 750 |
| of which: other loans | 3 | 3 |
| Asset s | 782,636 | 785,706 |
| Trade receivables | 0 | 65 |
| Receivables from affi liated | ||
| companies | 206,089 | 91,934 |
| Other assets | 1,645 | 245 |
| Liquid funds | 25,629 | 16,839 |
| Current assets | 233,363 | 109,083 |
| Deferred items | 568 | 2,927 |
| Balance sheet total (assets) | 1,016,567 | 897,716 |
| Equity | 778,447 | 776,940 |
| of which: subscribed capital | 70,140 | 70,140 |
| of which: capital reserves | 583,999 | 583,999 |
| of which: revenue reserves | 82,778 | 82,778 |
| of which: retained earnings | 41,530 | 40,023 |
| Special tax-free reserves | 62 | 71 |
| Other provisions | 15,047 | 14,310 |
| L iabilities Borrowings from banks |
223,011 89,949 |
106,277 74,370 |
| Trade payables | 547 | 250 |
| Payables to affi liated companies | 12,518 | 30,702 |
| Other liabilitie s | 119,997 | 955 |
| Deferred items | 0 | 118 |
| Balance sheet total (liabilities) | 1,016,567 | 897,716 |
Assets and fi nancials
Group software licenses, primarily for the ERP system1 as well as for the operating systems and offi ce applications deployed across the Group are capitalized at Wacker Neuson SE. The holding company provides Group members with these licenses in return for a fee. At December 31, 2012, Wacker Neuson SE reported intangible assets of EUR 5.7 million (previous year: EUR 5.6 million) for licenses and similar rights.
The property held by Wacker Neuson SE refers to the site of the Group headquarters in Milbertshofen, Munich. Wacker Neuson SE reported property, plant and equipment in the amount of EUR 38.7 million at December 31, 2012 (previous year: EUR 41.8 million).
The fi nancial assets reported by Wacker Neuson SE refer to its holdings in all Group members within and beyond Germany. At December 31, 2012, fi nancial assets amounted to EUR 738.2 million (previous year: EUR 738.2 million).
Total assets attributable to Wacker Neuson SE amounted to EUR 782.6 million at the closing date (previous year: EUR 785.7 million).
Wacker SE does not hold any inventory.
Trade receivables due from customers and sales partners within Germany and beyond also accrue almost entirely to the operational companies. Receivables from associated companies of Wacker Neuson SE, however, rose to EUR 206.1 million (previous year EUR 91.9 million). This rise was in part fueled by fi nancing measures for the new facility in Hörsching (Austria). Wacker Neuson SE receivables are mainly related to its shareholdings in Group members, in particular resulting from cash pool borrowings.
Wacker Neuson SE reported liquid funds of EUR 25.6 million at December 31, 2012 (previous year: EUR 16.8 million).
Total current assets amounted to EUR 233.4 million at the closing date (previous year: EUR 109.1 million). The balance sheet total is reported at EUR 1,016.6 million (previous year: EUR 897.7 million).
At December 31, 2012, the company's equity amounted to EUR 778.4 million (previous year: EUR 776.9 million). Wacker Neuson SE's share capital remained stable at EUR 70.14 million. It is divided into 70,140,000 individual no-par-value nominal shares.
1
Enterprise Resource Planning system.
Group organization since 2011
Now separate legal entities Group functions (Group controlling, Group accounting, treasury, legal (including patent management), internal auditing, real estate, Group marketing, investor relations and corporate communication1 ) Wacker Neuson SE (parent company) 100% Wholly owned Sales Germany Sales Europe Production (Light equipment, Germany) Over forty further companies (separate legal entities)
1 The holding company also has dedicated employees for IT and HR to steer these corporate functions at Group level.
Other provisions amounted to EUR 15.0 million (previous year: EUR 14.3 million).
Borrowings from banks are largely reported on Wacker Neuson SE's books as a result of cash pools. These liabilities are managed by the holding's corporate treasury department, which is the central instance responsible for securing and managing liquidity across the Group. Borrowings from banks rose to EUR 89.9 million (previous year: EUR 74.4 million). Loans raised by the holding company are passed on at the prevailing market conditions internally to associated companies in the form of loans in order to meet the affi liates' fi nancing needs. Payables to associated companies take the form of fi xed-term, inter-company loans or current liabilities from the cash pool. At the closing date, these amounted to EUR 12.5 million (previous year: EUR 30.7 million).
Other liabilities increased to EUR 120.0 million as a result of the Schuldschein loan agreements (previous year: EUR 1.0 million).
In summary, Group management feels that Wacker Neuson SE's fi nancial position remains strong.
Dividend proposal
The Executive Board and Supervisory Board of Wacker Neuson SE will propose a dividend of EUR 0.30 per eligible share (previous year: EUR 0.50) at the AGM on May 28, 2013 (based on a total of 70.14 million eligible shares). In total therefore, the company will be paying out EUR 21.0 million (previous year: EUR 35.1 million). The distribution ratio pans out at around 39 percent (previous year: around 41 percent) based on Group profi t for the year in the amount of EUR 54.1 million (previous year: EUR 85.8 million).
The auditing company Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft, Stuttgart, Germany, has audited the Annual Financial Statements of Wacker Neuson SE in full and approved them without qualifi cation. The audited report will be published in the electronic Federal Gazette. It can also be downloaded from
www.wackerneuson.com/fi nanzberichte (only in German).
Statement from the Executive Board pursuant to Section 312 AktG
The following declaration concludes the Executive Board report regarding relations with related entities.
"Our company received appropriate compensation in respect of all transactions entered into with associated companies. These transactions did not put the company at a disadvantage. No measures were taken during the year under review that would have required reporting. This assessment is based on the circumstances known to us at the time of transactions subject to reporting."
Executive Board
Dividend trends (the fi gures shown relate to the fi scal year in which the dividend was realized)
| 20122 | 2011 | 2010 | 2009 | 2008 | |
|---|---|---|---|---|---|
| Total payout (€ m) | 21.04 | 35.07 | 11.9 | – | 13.33 |
| Payout ratio (as a %) | 38.9 | 40.9 | 49.8 | – | 32.01 |
| Eligible shares (in m) | 70.14 | 70.14 | 70.14 | 70.14 | 70.14 |
| Dividend per share (in €) | 0.30 | 0.50 | 0.17 | 0.00 | 0.19 |
1 Based on net consolidated profi t for the period before purchase price allocation in 2007 and 2008. Due to the diminishing effect of purchase price allocation over time, the payout ratio refers to the net consolidated profi t after purchase price allocation as of 2010.
2 Dividend proposal for the AGM on May 28, 2013.
VI. Segment reporting by region
- J Europe biggest revenue driver
- J Strongest growth in the Americas
- J Product strategy for Asia-Pacifi c region being executed
With its broad product and service portfolio, the Wacker Neuson Group not only supplies construction companies, but also dealers, rental organizations and importers across the globe.
Segment reporting provides an overview of business developments according to region (Europe, Americas and Asia-Pacifi c). We also break revenue down according to business segment (light equipment, compact equipment and services).
We are happy to report that Wacker Neuson increased revenue across all regions and business segments in 2012.
Europe
Revenue growth in core market Europe
As expected, the Europe region accounted for the lion's share of Group revenue at 71.1 percent (previous year: 73.0 percent). Revenue for the period increased by 7.3 percent to EUR 776.4 million (previous year: EUR 723.9 million). Profi t before interest and tax (EBIT) fell to EUR 59.4 million (previous year: EUR 88.1 million; the 2011 fi gure was also bolstered by the impairment reversal).
Germany was again the strongest revenue driver in Europe. Revenue with non-Group companies generated by affi liates headquartered in Germany came to EUR 441.1 million (previous year: EUR 423.1 million) in fi scal 2012. This corresponds to a 4.2-percent rise in revenue and a 40.4 percent share of
total revenue (previous year: 42.7 percent). It must be noted, however, that this does not correspond to revenue generated with customers in Germany and therefore cannot be equated with revenue generated in Germany.
Business on the German market in 2012 benefi tted from ongoing construction and infrastructure maintenance projects on the one hand and, on the other, from the revival in residential construction. New product launches and an enhanced service offering also strengthened our position in the German market.
In the rest of Europe, revenue development varied from region to region. Sales in southern European countries, for example, continued to fall. In contrast, central and northern Europe developed positively. South Africa, Turkey and Russia also developed well (Wacker Neuson includes these countries in its Europe segment although – geographically speaking – they are located outside of the region).
The fact that Wacker Neuson was able to increase its revenue in Europe in spite of the diffi cult market conditions clearly shows that our product portfolio is targeted at growth segments and that our European sales strategies – including diversifi cation into other industries – have yielded positive results. Revenue growth was also fuelled by rising demand across various other industries in Europe, including the gardening, landscaping and industrial sectors.
Americas
Revenue at all-time high
Revenue in the Americas region in 2012 rose 19.6 percent relative to the previous year to reach EUR 276.2 million (previous year: EUR 231.0 million). Adjusted to refl ect exchange rate fl uctuations, this corresponds to a plus of 11.9 percent. Profi t before interest and tax (EBIT) fell slightly from EUR 29.3 million to EUR 29.1 million. This was the Group's highest ever annual revenue fi gure in this region. At 25.3 percent, the region's share of overall revenue was two percentage points higher than the previous year's fi gure of 23.3 percent.
As in previous years, North America accounted for the lion's share of revenue in this region. In local currency, revenue in the US and Canada again grew at double-digit rates to a high level. The pace of growth was even stronger in Chile, Mexico and Brazil.
As anticipated, rental fi rms in the US invested in new equipment and machines (depending on the age of their existing fl eets). Our own dealers also reported increased product sales. We will continue to gradually expand our dealer network in North and South America to ensure we have the reach to distribute both our light and compact equipment offerings over as wide an area as possible here.
Our strategy to distribute compact equipment in North and South America had a positive impact on revenue. Demand for our compact offering was particularly high in the US, Chile, Mexico and Brazil.
Asia-Pacifi c
Positive development of revenue
Compared with fi scal 2011, revenue in the Asia-Pacifi c region rose 6.6 percent from EUR 36.7 million to EUR 39.1 million. Segment profi t before interest and tax (EBIT) amounted to EUR 2.1 million (previous year: EUR 4.7 million). At 3.6 percent, the region's share of total revenue remained on a par with the previous year (previous year: 3.7 percent).
Overall, construction activity in Asia-Pacifi c was lively. Business in this region benefi ted from numerous infrastructure measures aimed at expanding road and rail networks – especially in Australia, where we added new product groups to our existing sales offering.
2008 2009 2010 2011 2012 2012 vs. 2011
Sales by region 2008 to 2012
in € million
Growing strategic importance of emerging markets
Emerging economies such as China and India are still at the early stage of infrastructure and industrial development, which primarily requires heavy equipment, for example, to build road and rail networks as well as tunnels, power plants and pipelines. Nevertheless, demand is growing in this region for Wacker Neuson products geared toward repair and maintenance work.
China and India, in particular, are key future markets for us. We established our fi rst affi liates there some years ago. We have been playing an active role in the Indian market, for example, since 2008 through our affi liate Wacker Neuson Equipment Private Ltd based in Bangalore. We are also assessing the viability of launching compact equipment in Asia in the midterm, particularly in China.
In order to expand our product portfolio and secure a stronger competitive position in Asia, we started to introduce light equipment products tailored to the specifi c market dynamics in the second half of 2012. The bulk of these products are made in the region, for the region.
In 2012, Wacker Neuson's revenue from emerging markets rose by around six percent on the previous year (for a defi nition of emerging markets, please refer to section "II. General background" p. 65 ). However, stronger revenue growth in more established markets meant that this region's share of total revenue in 2012 came to just 12 percent (previous year: 13 percent).
2008 2009 2010 2011 2012
Adjusted to discount write-downs on intangible assets in the amount of EUR 100.3 million.
Adjustment for reversal of brand impairment in the amount of EUR 10.8 million.
VII. Segment reporting by business segment
- J Demand for light equipment remains high
- J Growth strongest in the compact equipment segment
- J Strong performance in services segment
Revenue by business segments
| in € K | 2012 | 2011 |
|---|---|---|
| Light equipment | 400,404 | 371,834 |
| Compact equipment | 466,455 | 416,924 |
| Services | 239,155 | 215,705 |
| Less cash discounts | -14,298 | -12,902 |
| = Total revenue | 1,091,716 | 991,561 |
full range of diamond blades for our entire portfolio of cut-off saws. In addition, we are currently establishing a range of light equipment products tailored to the Asian market. The products in this new offering are robust and built to Wacker Neuson's high quality standards.
Light equipment
Demand for high-quality products remains strong
The light equipment business segment covers the Wacker Neuson Group's activities within the strategic business fi elds of concrete technology, compaction and worksite technology. Production is synchronized with demand and delivery times are short. Orders are usually delivered within a few days. The Group therefore does not report an order backlog for this segment.
Our products complement each other perfectly and so customers often deploy several devices simultaneously. We are committed to making high-quality equipment that excels under what are usually harsh conditions. This commitment has enabled us to secure our leading market position, particularly in the Europe and the US.
Demand remained consistently high throughout the four quarters of the year. We see this as a positive sign of a longterm trend as the light equipment segment is traditionally an early mover in economic cycles. Light equipment revenue before discounts for the period under review rose 7.7 percent to EUR 400.4 million (previous year: EUR 371.8 million). This segment's share of total revenue was 36.2 percent (previous year: 37.0 percent).
Product innovations and new models again played a key role in the light equipment segment's positive performance over the last year. In 2012, we launched new gasoline fl oor saws plus a
Compact equipment
Further revenue growth in compact equipment segment
The compact equipment business segment covers compact machinery targeted at construction and agricultural industries, gardening, landscaping and industrial fi rms as well as recycling companies and municipal bodies. The portfolio includes excavators, wheel loaders, skid steer loaders, telescopic handlers, four-wheel and track dumpers weighing up to approximately 14 tons as well as attachments. The Group is targeting its compact equipment portfolio at more and more markets outside of Europe.
The trend toward compact, versatile machines in other industries outside of the construction sector remains strong. At the same time, our measures to expand market share and distribute our offering via the existing sales network drove revenue in almost all countries where we distribute compact equipment. Demand for compact equipment was particularly strong in Germany, Switzerland, France, Poland and Australia as well as in North and South America. We produce our machines in Austria and Germany.
Compact equipment revenue before discounts increased to EUR 466.5 million, an 11.9 percent rise on the previous year's fi gure of EUR 416.9 million. This segment's share of total revenue thus expanded to 42.2 percent (previous year: 41.5 percent).
This segment was the largest revenue driver in the fi rst three months of 2012 (+51 percent) thanks to the expansion of our global sales network capabilities to include compact equipment. This development further underscores the global trend toward compact equipment. The relocation to our new production facility had a negative impact on revenue during the second quarter, however. This situation was further compounded in the second half of the year by dampened demand for construction and agricultural equipment.
Our customers are placing orders at shorter notice than they did one year ago. It is therefore crucial that these short-term orders are delivered as quickly as possible. This trend should be taken into consideration when comparing the current order situation and working capital with the situation last year.
Monthly order intake is a reliable indicator of demand for our compact equipment. It also enables us to accurately forecast capacity utilization at our production sites for the coming months. At December 31, 2012, the accumulated order intake for compact equipment for the construction and agricultural industries was at the same high level as the prior-year fi gure. Overall, customers placed orders at short notice.
We continually develop technical innovations in order to expand and improve our extensive compact portfolio of around 40 models. Wacker Neuson launched new compact machines during the period under review. In 2012, we added a total of seven new products or product versions to our portfolio. The Group will be unveiling a range of new models and innovations at bauma 2013 in Munich. These are described in more detail in the "Research and development" section. p. 90
Development by business segment 2008 to 2012 in € million
Solid demand from the agricultural sector
Demand for our innovative Weidemann-branded machines, which are primarily used for tasks on agricultural holdings, was fueled by a growing need to raise effi ciency and productivity levels across the agricultural sector. Revenue generated by agricultural equipment rose 4.3 percent to EUR 165.4 million in 2012 (previous year: EUR 158.6 million). Due to stronger growth in the construction sector, compact equipment for the agricultural industry accounted for 15.0 percent of total Group revenue in 2012 (previous year: 15.8 percent).
The Group continued to successfully deliver fi nancing options for customers in the compact equipment business.
Services
Double-digit growth in this segment
Wacker Neuson complements new equipment sales with an extensive range of services, thus enabling the Group to build sustainable, long-term and mutually benefi cial relationships with customers. We therefore place great importance on customer proximity as well as intensive, individual support.
The services segment covers the business fi elds of rental in Central Europe and global after-market (repair and spare parts). During the period under review, the Group was again able to increase sales before discounts here. Revenue again experienced double-digit growth during the period under review, expanding by 10.9 percent to EUR 239.2 million (previous year: EUR 215.7 million). At 21.6 percent, this segment's share of total revenue remained on a par with the prior-year fi gure (previous year: 21.5 percent).
Services resonate strongly among customers
The Group achieved an increase in revenue in the traditional repair and spare parts business and in the rental business for Central Europe. Our customer-centric strategy in the traditional repair and spare parts business again yielded results in 2012. In countries with direct sales channels, we implemented measures aimed at reducing lead times for repairs, improved our equipment pickup and delivery service from and to construction sites and intensifi ed training for our service staff.
Our Europe-wide used equipment center in Gotha, Germany, rounds off our service offering, providing a central location for us to recondition used machines and market them professionally in the used equipment market. Our online sales platform (www. used.wackerneuson.com) has been well received by our customers.
Our rental offering gives our customers a high degree of fl exibility. Our sales and service stations responded with great fl exibility to customer requirements, making rental equipment available at short notice wherever it was needed.
VIII. Other factors that impacted on results
Research and development
- J New R&D center
- J Numerous innovations to be premiered at bauma 2013
- J Awards from renowned innovation competitions
Our research and development (R&D) activities are geared towards the needs of the market and our customers, also taking regional dynamics into account.
The Group's R&D departments are responsible for the development of new products and the ongoing evolution of existing models. We develop products at the following locations: light equipment products are developed in Munich (Germany), Menomonee Falls (USA), Norton Shores (USA) and Manila (Philippines); compact equipment is developed at our sites in Diemelsee-Flechtdorf, Pfullendorf and Korbach (Germany) and in Hörsching (near Linz, Austria). Research and development activities are coordinated centrally to ensure that synergies are used effi ciently.
Research and development activities secure leading position
Wacker Neuson is a global technology leader in the manufacturing industry. In 2012, our development was aimed in particular at extending our pioneering position in product safety, operator safety and environmental protection. Research, development and innovation are playing an increasingly central role, for example, in ensuring compliance with climate protection targets. Our activities here have a particularly high priority as we intend to maintain our high standards in the delivery of environmentally sound, safe products as we move forward. Which is why, in addition to developing new products,
Construction equipment of the future: In 2012, Wacker Neuson product designers collaborated with a university to develop futuristic construction equipment concepts under the motto "earth movement of the future".
we will continue to focus our R&D efforts on compliance with more stringent environmental regulations governing combustion engine emissions. For further information on new exhaust emissions regulations, please refer to the "General legal framework" section. p. 67
New R&D center in Hörsching (Austria)
The new facility in Austria comprises a cutting-edge production hall with six assembly lines. It also houses modern R&D facilities as well as test zones, its own test ground and an apprentice and service workshop for training purposes.
Fresh perspectives and the ability to tackle issues from a different angle are key to unlocking innovation. We have therefore set up a dedicated innovation team in Hörsching. These designers are not involved in day-to-day operations at the site. Instead, they focus entirely on identifying and assessing future trends and innovations in the compact equipment segment.
The Wacker Neuson product designers have already collaborated with a university on a project entitled "Earth movement of the future" to develop futuristic compact equipment concepts that simplify, facilitate and streamline the excavation and transport of different materials. The results of this project provide important impetus for our future designs.
Training and qualifi cation
Over eight percent of Wacker Neuson's employees around the globe work in research and development. The R&D payroll mainly consists of mechanical and electronic engineers, technical engineers, technical drawers and other skilled workers. We provide ongoing training for these employees to ensure that they have the right qualifi cations for their demanding jobs.
New products and innovations in 2012
2012 was again a year of new product developments across Wacker Neuson. We develop various basic models for the global market that can then be adapted to meet country-specifi c requirements thanks to numerous modular variants. Our new innovations enable us to further consolidate our position as a technology leader in the R&D-intensive light equipment area. Designed to the same high standards of quality, our new and enhanced products are more cost effi cient to use. We intend to launch the majority of these innovative developments at bauma 2013 in Munich.
New peak performance from light equipment
Much of our light equipment is subject to particularly high stresses. Our R&D activities for these products therefore focus on ensuring high-quality, robust design, shorter downtimes and longer maintenance intervals. Our aim here is to keep lifecycle costs as low as possible while ensuring highest productivity levels for our customers.
Wacker Neuson's new range of diamond blades is the perfect fi t for professional users. It comprises sixty blades tailored to different material groups: concrete, unset concrete, asphalt and universal. Thanks to this wide selection, the new blades can be used to cut almost any material.
We have also added two new models to our range of fl oor saws. The new BFS 1350 brings a blade diameter of 500 millimeters to the product portfolio. The BFS 940 can be used with a 400 mm blade. Like all fl oor saws in the Wacker Neuson portfolio, the new BFS 1350 model is de-signed for effi ciency. Its cutting speeds are around 20 percent higher than comparable devices. For further information on innovations, please refer to "New products for bauma in April 2013" in this section.
Reducing emissions and increasing power in compact equipment
In 2012, Wacker Neuson unveiled the new generation ET18, ET20 and ET24 models in the 1.7- to 2.4-ton compact excavator class. The ET models are equipped with high-capacity diesel engines that deliver exceptional power and also comply with the latest emissions regulations. The optional automatic idling speed control reduces fuel consumption further and cuts noise levels. The unique cooling concept features a new cool air infeed and enables the machines to work at full load in high ambient temperatures of up to 45°C. This innovation also extends the lifecycles of components. The fi lter units are ideally positioned and covers can be easily removed or opened to a wide angle, ensuring easy access to components and effi cient maintenance. The new compact excavators are easy to operate and deliver outstanding safety levels. They can also be enhanced by a wide range of extras, including Wacker Neuson's tried-and-tested Vertical Digging System, which enables the superstructure to be continuously tilted, and the hydraulic quick-hitch system Easy Lock.
Group affi liate Kramer-Werke launched two unique, compact, all-wheel drive wheel loaders in the 0.6 m3 class. The Kramer Allrad 550 and 650 models deliver the same performance levels as the largest compact wheel loader model (50 to 60 hp) yet have extremely compact dimensions and low operating
- 1 The Vertical Digging System (VDS) enables operators to compensate for slopes of up to 27 degrees.
- 2 VDS allows the superstructure of an excavator to be continuously tilted by up to 15 degrees.
- 3 The remote-controlled DPU 130 vibratory plate received the Germany Industry Innovation Award in 2012.
- 4 The telematics system includes geofence, an innovative GPS function that immediately triggers a warning if a machine crosses a virtual perimeter. Telematic functionality also automatically records and displays service intervals and operating hours.
- 5 The Vertical Lift System (VLS) features automatic, load-adjusted lifting and lowering to prevent unexpected overload.
- 6 The telescopic chassis improves stability when the machine is in use.
weight. The new machines are primarily targeted at customers in the construction industry and rental park sector as well as gardening and landscaping fi rms and municipal bodies.
Wacker Neuson's compact equipment innovations set standards worldwide.
Vertical Digging System (VDS)
The Vertical Digging System (VDS) allows the superstructure of an excavator to be continuously tilted by up to 15 degrees, compensating for slopes of up to 27 percent at the touch of a button. This enables operators to dig vertically and thus more precisely. The system speeds up excavation, transport and loading processes. It also makes them more cost effi cient, ultimately raising effi ciency levels by as much as 25 percent.
Telescopic chassis
The fi rst ever telescopic chassis for mini excavators has also proved an indispensable feature. At the touch of button, it can be used to increase or reduce the width of the chassis, enabling the excavator to pass through a narrow passage or to increase stability by over 25 percent.
ecospeed high-speed gearbox
The ecospeed gearbox is another innovation that has made a name for itself on the market. Kramer-Werke GmbH was the fi rst company to offer wheel loaders and telescopic handlers with this progressive high-speed gearbox. Developed in collaboration with Kramer, ecospeed enables operators to continuously accelerate from 0 to 40 km/h. It optimizes traction, minimizes fuel consumption and allows machines to be controlled with a great degree of accuracy.
Telematics
In 2012, Wacker Neuson introduced telematic functionality using satellite GPS technology to allow customers to locate, monitor and check their compact equipment at any time. The system also includes a geofence function, an effective antitheft concept that triggers a warning to a predefi ned user or group of people if an item of equipment crosses a virtual perimeter. Data on a machine's operational status, including the number of hours it has been in use and maintenance intervals, is automatically monitored and then transmitted via a mobile phone network (GPRS data network). Data transfer is supported in 90 countries with 160 roaming partners thus far. A digital checklist enables customers to effi ciently manage service work, reduce service costs and maintain the original value of machines. Telematics paves the way for cost-effective fl eet management by optimizing fl eet deployment and ensuring that equipment is used effi ciently and at optimum capacity.
More products for the agricultural sector
Agricultural holdings of all sizes require particularly compact, maneuverable and powerful machines for a wide range of day-to-day tasks in stalls, barns, and, in many cases, in old, narrow structures. At the EuroTier trade show in Hanover in November 2012, our Weidemann brand unveiled a new concept for 11- and 12-series Hoftrac® models. The company launched four new base models (1140, 1160, 1260 and 1280) to replace the previous thirteen models in the 11- and 12-series Hoftrac® portfolio. The company continues to offer an LP Hoftrac® model with particularly low dimensions. The new concept gives farm and stable owners as well as municipal construction equipment depots and service providers more freedom to customize individual machines to their specifi c requirements.
New products for bauma in April 2013
This April will see the world's largest construction equipment trade fair, bauma 2013, return to Munich. Wacker Neuson will be unveiling numerous new products and innovations at the exhibition. In 2013, we are focusing on the single-stroke energy of our electric breakers in the worksite technology segment. The BH 55rw is a particular highlight here. Its high impact rate makes it ideal for ballast tamping in railroad construction. The new EH 50 weighs in at just over 20 kg. It is lighter than its predecessor (EH 23) and delivers a steady 50 joules of single stroke-energy. The intelligent full-hood spring mounting concept reduces hand-arm vibration to less than 5 m/s², thus making it much more comfortable for workers to operate.
We will also be showcasing two new lighting products at bauma. The LTN 6LV light tower can be put into action or packed away for transport in no time at all thanks to its new electric, telescopic mast. Our latest light balloon is also easy to use. It diffuses light highly effectively and features a robust stand.
Wacker Neuson will also be presenting a number of innovations in its zero-tail excavator range at bauma. The cab concept for the EZ28 (the follow-up model to the 28Z3), for example, has been completely redesigned and now offers even more ergonomics and comfort. The company has also incorporated the popular front window mechanism from the ET series, which was launched in 2012. Now operators will be able to easily and safely push up the entire windshield instead of removing and storing it separately as was previously the case.
The WL 20 will also be premiered at bauma. It will be the smallest articulated wheel loader in the Group's portfolio at a height of 2.19 meters and a width of 1.08 meters. These dimensions make the WL 20 the perfect fi t for work inside buildings. It also features our tried-and-tested pivoting articulation technology, which ensures that the machine keeps all four wheels on the ground even in uneven terrain. The front and rear sections of the wheel loader pivot independently, giving the wheels maximum traction at all times. The WL 20 is also available with a folding protective roof, a feature that no other product on the market offers. In just a few easy steps, the operator can fold away the roof and reduce the height of the machine to just 1.88 meters, enabling it to access even lower structures. The WL 20 provides the perfect combination of fl exibility, safety and compliance with ROPS/FOPS regulations.
Further new innovations will also be unveiled at the exhibition.
Awards underscore innovation leadership
The German Industry Innovation Award ceremony was held in Frankfurt in February 2012. Wacker Neuson's DPU 130 vibratory plate (from the fi eld of soil compaction) outperformed competition from around 280 other innovations to win fi rst place in the medium-sized company category. The award has been presented every year since 1980 by the Rhein-Main e. V. business club and is regarded as the most prestigious innovation award in the world. The machine is based on a split base plate concept with separate hydraulic controls. This gives the plate a unique degree of maneuverability, allowing it to compact effectively from any position – whether stationary or cornering. It also enables operators to continuously adjust speed without impacting the machine's exceptional responsiveness. The vibratory plate delivers 30 percent more compaction performance than conventional plates on the market and, with an operating weight of just 1.2 tons, can easily do the job of a seven-ton roller. The innovative machine has thus resulted in qualifi able and quantifi able safety, performance and cost effi ciency gains in the construction industry.
Shortly before receiving this accolade, the DPU 130 was also recognized in Austria. In January 2012, the Austrian construction magazine Baublatt Österreich named the DPU 130 their winner in the Innovation of the Year 2012 category at its annual meeting for Austrian construction and construction equipment companies.
In our compact equipment segment, the driver assistance feature Vertical Lift System (VLS) received a silver medal in the DLG Innovation Award 2011. In November 2012, VLS was again honored by industry experts when it was awarded the EIMA Technical Innovation Prize 2012 at the EIMA agricultural trade fair in Bologna, Italy. VLS features a partially automated telescopic function that helps operators to carry out complex jobs more smoothly and securely. The telescopic arm can be lifted and lowered almost vertically, thus automatically improving stability in critical situations. VLS thus enables experienced operators to work faster and more safely. At the same time, it provides inexperienced drivers with crucial support when lifting and lowering loads by ensuring that the boom and attachment move vertically. This prevents unexpected overload and ensures that machines comply with the EN 15000 safety standard.
In addition, the 650 wheel loader from Kramer and the ET20 compact excavator from Wacker Neuson received the iF Design Award 2013 for their unique, functional designs.
Half of product portfolio less than fi ve years old
Wacker Neuson regards research and development (R&D) as crucial growth drivers and core elements of the Group's overall success. During the period under review, around 50 percent of revenue in the light equipment segment was generated by products that were launched within the last fi ve years. Innovative "youngsters" also accounted for around 50 percent of revenue in the compact equipment segment. The company's decision to maintain R&D activities even during periods of fl uctuating demand paid dividends here.
Over the last fi scal year, we fi led a total of 34 new patents and utility models. 37 patents and utility models were granted. In total, Wacker Neuson owns over 580 patents and utility models worldwide.
At EUR 26.8 million, our research and development costs for 2012 were signifi cantly higher than the prior-year fi gure of EUR 21.9 million. The relative R&D ratio (R&D share of total revenue) came to 2.5 percent (previous year: 2.2 percent). During the period under review, we also capitalized expenses in the amount of EUR 7.8 million (previous year: EUR 7.0 million).
To successfully utilize third-party know-how during product development, we rely on the strengths of individual OEM (original equipment manufacturer) partnerships or develop forward-looking solutions in specifi c areas with our system suppliers. We only procure third-party services for R&D projects in exceptional cases. However, we do work closely with national and international universities and renowned research institutes. This gives us access to the latest scientifi c insights in our areas of research.
Production and logistics
- J New compact equipment factory triples production capacity for mini excavators
- J New concepts for reducing delivery times
- J Innovative work models for greater fl exibility
The Group currently has eight production facilities across the globe. We manufacture light equipment at Reichertshofen (Germany), Menomonee Falls and Norton Shores (both US) and Manila (Philippines). Cross-deliveries between the regional logistics centers provide a certain degree of natural currency hedging.
We manufacture compact equipment at our factories in Pfullendorf and Korbach (both in Germany) and at the new facility in Hörsching (Austria), which started production in 2012.
Our plant in Serbia (Kragujevac) supplies our compact equipment production sites with premanufactured steel components. This optimizes production processes and enables us to channel our own in-depth expertise in steelwork into innovations at an early stage of development processes.
New production facility in Hörsching
We have built one of Europe's most modern, effi cient production facilities for compact equipment in the Austrian town of Hörsching. The factory was offi cially opened in September 2012. It has signifi cantly expanded Wacker Neuson's production capacity for excavators, dumpers and skid steer loaders and has tripled the company's capacity for mini excavators. The entire production facility from the previous plant in Linz-Leonding moved to Hörsching once the new factory was complete. The new build refl ects our commitment to Upper Austria's position as a manufacturing hub. We invested a total of EUR 65 million in this project over the last three years.
Expansion of light equipment plant in the US
In 2012, we also increased production capacity at our US light equipment plant in Menomonee Falls. The Group manufactures a range of light equipment here, including rollers, rammers, trowels and generators. As part of the expansion, we added a production hall to the site and introduced a new spray system.
New concepts for reducing delivery times
Early in 2012, all of our production facilities increased inventory and advance orders with suppliers, while at the same time optimizing production processes. The Group benefi ted from these measures. Similar to the automotive industry, we rely on premanufactured parts that involve their own complex supply chains before they get to us. This especially applies to the manufacture of compact equipment. To further improve our ability to deliver in future, we jointly developed forwardlooking solutions with our business partners and suppliers. We also made concerted efforts to increase inventory required for manufacturing our products in order to cut production times.
The delivery timeframe for almost all of our product groups in our light equipment offering – which is less dependent on supplier markets thanks to a high degree of vertical integration – remained between 24 and 48 hours in 2012.
Production of mid-price light equipment products for Asia
Wacker Neuson has been present in the Asian market for many years and has a number of affi liates there. As part of our strategy for this region, we intend to launch products targeted at the mid-price segment to fl ank our premium-price offerings. This particularly applies to the Chinese market. We have developed competitive light equipment products, the majority of which are manufactured at our site in Manila. In addition, we increasingly source premanufactured parts locally for the equipment manufactured there. In November, we unveiled these new products to a wide audience at the construction trade fair "bauma China 2012" in Shanghai. The new portfolio resonated strongly with our customers.
Flexible production
The upswing in demand improved capacity utilization at our production facilities in 2012. During the course of the year, we aligned manpower capacity with the rising order intake. We also utilized existing fl exitime options. Our forward-looking increase in capacity puts us in a prime position to capitalize on further growth opportunities in coming years.
Ongoing improvements to production and logistics processes
We have also implemented a variety of measures to streamline production processes and make them more customer-centric. In addition to investing in a powerful machine pool, we reorganized production structures, material fl ows and intralogistics across the Group.
Smooth logistics
Compact equipment is delivered straight from the respective production sites. For light equipment, spare parts and attachment deliveries, however, the Wacker Neuson Group uses a number of logistics centers located in Karlsfeld (Germany), Germantown (Milwaukee, US) and Hong Kong (China). The Group has an effi cient planning system in place within the logistics centers – complemented by the high fl exibility of our production facilities. In 2012, our logistics strategy focused on further improving parts and product availability.
Sustainability and quality
- J Increased awareness surrounding sustainability
- J Focus on ergonomics and safety
- J Certifi ed quality management system
As a global player, Wacker Neuson takes its responsibility to society and the environment very seriously. Our main focus is on sustainable growth rather than short-term gains. Environmental protection is a key issue with every new product we develop and facility we invest in. Our designers and production planners face the challenge of creating the optimum balance between product quality, effi cient, cost-effective production, energy effi ciency, environmental protection and health and safety. Over the past year, we implemented various measures to raise environmental protection levels and to protect the health of our employees.
Committed to the environment
In recent years, Wacker Neuson has progressively raised awareness in the company surrounding the importance of sustainability in our business dealings. Sustainability is a particularly important issue in product development. Which is why we choose environmentally friendly materials wherever possible and factor end-of-life recycling options into our product design.
As a manufacturer of light and compact equipment, we are subject to a wide range of national and international regulations aimed at protecting users and the environment. We therefore comply with water and soil laws just as meticulously as we comply with emissions regulations.
User safety is always a top priority at Wacker Neuson. Product ergonomics and the reduction of noise and vibration-induced impact for users are just some of the areas we focus on here. Our ultimate objective is to deliver products that go above and beyond legal regulations.
Our products are designed for durability and low maintenance – despite being typically deployed under harsh conditions. We strive to reduce environmental impact by using appropriate materials and ensuring low exhaust emissions. This refl ects our commitment to both customers and the environment.
Blue Competence sustainability initiative
Many subsectors of the engineering and plant construction industry use innovative technologies to manufacture environmentally sound, energy- and resource-effi cient solutions that thrive in the global marketplace and help improve quality of life. Wacker Neuson has joined the Blue Competence campaign organized by the German Engineering Federation (VDMA). Blue Competence refl ects the VDMA's commitment to securing and extending the engineering and plant construction industry's position at the cutting-edge of innovation and technology. Twenty-nine organizations and over 340 companies have already signed up to the initiative. The engagement of companies and entire engineering sectors has created a lively, wide-ranging platform to network sustainable production processes and technologies. Wacker Neuson will be releasing further information on the environmental and sustainability credentials of its products as well as resource and energy effi ciency and alternative energy and drive solutions across its portfolio. This information will coincide with bauma 2013 in Munich this April.
Energy balance: Improved climate protection and greater conservation of resources
We regularly arrange audits to identify areas within our company offering scope for energy effi ciency gains. This includes improving energy management features on our light and compact equipment – which means users release less CO2 . We are also committed to managing energy more effi ciently in our own buildings and fl eet in order to permanently reduce CO2 emissions. In the coming years, we will be raising our game here by improving compact equipment environmental performance as we implement new exhaust emissions regulations.
Implementing the latest sustainable production techniques
In the production of our equipment, we use lighter, higher-grade steel wherever possible and appropriate in order to reduce machine weight. This can also help to reduce fuel consumption and CO2 emissions.
The new plants we constructed in the past six years in Korbach, Pfullendorf (both Germany), Manila (Philippines), Norton Shores (US) and Hörsching (Austria) have all been designed with optimized building management systems. Pfullendorf takes the lead here, with highlights including solar panels to heat running water, wastewater treatment, rainwater recycling, heat recovery and structural HVAC. Furthermore, an intelligent light management system automatically adapts indoor hall lighting. The new plant in Hörsching was also built in line with the latest architectural developments and features high-quality, energysaving insulation technology, biological water treatment, solar energy to heat running water and heat recovery.
We use a special coating on our machines to protect them against the elements and rust. Our Hörsching, Korbach and Reichertshofen production facilities use a special, high-quality powder coating. Eco-friendly, water-based coatings ensure a high-quality fi nish on certain machine parts from Reichertshofen and Pfullendorf.
Since January 2009, we have been sourcing environmentally friendly electricity for three of our sites, including Munich.
Group headquarters raises the bar for environmental protection
The Group's headquarters also integrates the latest technological and energy-effi ciency innovations. The highly effi cient, insulated HQ building uses district heating, which reduces primary energy consumption by up to 70 percent compared with conventional gas heating. Thanks to high-quality building insulation, the heat loss ratings of our buildings are around 40 percent below the permitted thresholds. An extensive green roof development provides further insulation. The majority of offi ces are naturally ventilated. Where ventilation systems are unavoidable, the heat from the outlet air is captured and reused. On hot days, employees do not need to use air conditioning. Rooms are cooled via ceiling panels without the need for mechanical circulation. Groundwater from the company's own spring is used for cooling. Heating and cooling can be set individually in every room. This generates energy savings of 90 percent compared with conventional air conditioning systems. The ecological, economic and technological footprint of our Group headquarters thus ensures an ideal working environment for employees.
Handling waste responsibly
Our employees across the globe are trained to handle waste carefully and are highly sensitive to the importance of recycling. Regulations on this key area are embedded in Group guidelines and the quality management handbook and are therefore part of our regular employee training sessions.
Recycling and reuse have priority over disposal at all times. We use Europe-wide standardized waste codes to categorize waste. Paint, grinding and oil sludge are collected separately from production processes to be fi ltered and reused, where possible, or appropriately disposed of. We document the disposal of waste. The information on waste treatment can then be processed and evaluated effi ciently. In this way, we are raising sustainability levels across the entire company.
Injury and accident prevention
In 2012, we again held regular safety briefi ngs as well as courses and occupational safety training for employees to minimize the risk of accidents and injury. These included seminars on correct loading and securing procedures, introductory seminars on occupational safety as well as fi re and environmental protection courses for managers, training sessions for safety offi cers and special courses for specifi c machines. These sessions were held internally and by third parties – for example by the construction equipment industry's trade association in Germany. Where necessary, we also carry out regular supplementary audits for specifi c processes to assess whether the workplace is safe, tidy and clean. During the period under review, we equipped additional workplaces according to ergonomic criteria.
Responsibility beyond company walls
In 2012, we remained engaged in a variety of voluntary initiatives to the benefi t of our employees. Wacker Neuson is a family business in the truest sense of the word. For us, responsibility doesn't stop at company walls. During the period under review, we remained committed to looking after our employees. The Curt Wacker Memorial Foundation, for example, helps individual employees in hardship. Our Hermann Wacker Innovation Award is presented regularly in acknowledgement of excellent creative employee achievements and ideas that deliver lasting benefi t to the company. 2012 also saw us present the Wacker Neuson Award for the fi rst time. This new award is presented to individual employees or teams that live our corporate values in a particularly exemplary manner.
Refer to the "Human recources" section for further information on this. p. 99
Sustainability: The Wacker Neuson value wheel
The Wacker Neuson value wheel comprises our four core values of quality, innovation, performance and character. These values put the customer at the heart of everything we do. They serve as a guideline for our everyday working lives and continually remind us of our goal to be the partner of choice for our customers the world over. Everything we do and every decision we make builds on our values.
Quality management system confi rmed by audit
Long service life and high reliability, ease of operation and repair, low operating costs and compliance with the highest safety standards are key benchmarks of our product quality. To ensure we always meet our own high standards, our commitment to quality is hardwired throughout the entire organization and we are continuously on the lookout for areas offering scope for improvement. In 2012, we further optimized our Group-wide quality management system. A signifi cant share of our 2012 investment funds, for example, was used to purchase state of-the-art, dedicated measurement technology and test beds for fi nal product approval processes to enable us to meet the exacting quality demands we place on our existing portfolio and new products.
The processes and indicators covered by our quality management system are documented and certifi ed to ISO 9001. Our quality management system covers our Group headquarters in Munich, the production plants in Reichertshofen, Pfullendorf, Korbach (all Germany), Hörsching (Austria), Norton Shores and Menomonee Falls (both US), as well as our logistics center in Karlsfeld (Germany) and all sales regions in Germany. In 2012, external audits reconfi rmed that our quality management system is both comprehensive and effective. Under this system, for example, quality indicators are reported on a monthly basis for the products from all locations based on a range of
Wacker Neuson values wheel
Wacker Neuson's corporate history stretches back over 160 years. We can trace our roots back to the mid-19th century, where our story began with a blacksmith's shop. The customer is at the heart of the Wacker Neuson value wheel. Innovation and quality are an integral part of our corporate identity. Our customers experience these values di-
"How we will achieve it"
rectly through our products and services. Looking within company walls, performance and character are defi ning values for both our employees and our organization as a whole. These values help make up the DNA of our employees and management teams. They steer our success and shape the way we do business both within and beyond the company.
information, including data from our different international sales regions. These indicators are used to strengthen quality by identifying scope for improvement. Quality management offi cers continuously monitor the implementation of improvements in operational processes.
Procurement
- J Forward-looking planning reduces the impact of price fl uctuations
- J Closer ties with suppliers
- J Lead buyer concept successful
Reacting to price fl uctuations in procurement markets
Under the cost of sales, the cost of materials and third-party services constitute the largest cost factors for the Group. To manufacture its products, Wacker Neuson requires various components and raw materials – particularly steel, aluminum and copper. We also require structural steel components and precast parts as well as diesel engines and hydraulic and chassis components.
Globalization is still the predominant trend in procurement. Choosing the right procurement markets is becoming an increasingly important factor to secure Wacker Neuson's competitive position. Wacker Neuson products harness sophisticated technologies and innovations. As a result, our main procurement markets are Central Europe and North America, where the materials we need are manufactured in the quality that we need.
We are increasingly looking to international markets for the procurement of structural steel components, however. This is partly to combat current price pressures in this area. We have therefore established procurement offi ces across the globe, for example in Shanghai. We have been focusing intensively, and successfully, on the Chinese procurement market for many years now. Our experience gained here has informed our longterm procurement strategies for selected components.
To meet projected future demand for premanufactured parts, Wacker Neuson concluded fl exible agreements with its main suppliers in recent years. To optimize production processes, we maintain close ties with our key suppliers and incorporate them in our planning processes.
Our long-term contracts here enabled us to absorb almost all price increases or pass them on to the market in the form of a two-to-three percent price increase.
Lead buyer concept optimizes procurement prices
For some time now, we have been operating a lead buyer concept at our production locations in Hörsching (Austria), Pfullendorf and Korbach (both Germany). Consolidating the procurement of identical or similar parts in this way has enabled us to negotiate more attractive purchasing terms by submitting joint tenders and coordinating supplier selection.
We will continue to align our procurement, production and logistics processes more closely in the future in order to optimize the entire supply chain and minimize dependency on individual suppliers.
Human recources
- J Selective new hires to meet rising demand
- J Emphasis on training for young people
- J Proactive HR marketing
Wacker Neuson Group employees play a key role in the company's successful growth and performance. Identifying and promoting our employees' skills and expertise is therefore a cornerstone of our HR strategy. Fairness, respect and trust are the core principles that defi ne how we cooperate and interact with each other across the Group.
Positive business development fuels increase in manpower capacity
We increased headcount in 2012 as a result of the company's strong performance. Selective new hires were reported in all regions. These were particularly concentrated in manufacturing, sales and service due to the positive order situation. In the sales and service segment, we mainly hired fi eld service technicians and customer service technicians with backgrounds in compact equipment. This additional expertise enables us to respond even faster to service requirements on customer construction sites. Service is extremely important for our customers. Expanding our capacity here is a sound investment and one that aligns with our strategy to expand into new markets.
At December 31, 2012, the Group employed a total of 4,096 people (previous year: 3,514). These fi gures are calculated by converting the number of people working for the Group into full-time jobs. They do not include temporary staff. The strong rise in headcount of 16.5 percent is partly due to the initial consolidation of two companies (Wacker Neuson Kragujevac and Wacker Neuson Lapovo, both Serbia). Discounting this effect, headcount increased by 9.6 percent, in line with the rise in revenue.
Within the Wacker Neuson Group, 3,187 (77.8 percent) of all employees were based in Europe at the balance sheet date (previous year: 2,676). 665 were employed in the Americas region (previous year: 612) and 244 in the Asia-Pacifi c region (previous year: 226). Personnel costs amounted to EUR 238.9 million (previous year: EUR 203.2 million).
HR marketing and talent development intensifi ed
Qualifi ed professional training gives young people a good and motivating start to their professional lives. In 2012, we provided training for 159 young people in industrial, technical or business posts at our production sites and German sales and service stations (previous year: 119). We also offered opportunities within the framework of practical training programs fl anked by studies at technical or vocational colleges. Our training philosophy centers on providing experience in a wide range of disciplines, assigning individual areas of responsibility and ensuring intensive, one-to-one trainee support via contact partners in all areas. The student training quota for the Wacker Neuson Group over the last fi scal year was 4.7 percent worldwide (previous year: 4.2 percent). In 2012, 30 trainees completed their training (previous year: 43), with 28 of these offered positions in the company (previous year: 38), which corresponds to a take-up rate of 93.3 percent (previous year: 88.4 percent).
We were able to attract qualifi ed graduates to our company by attending renowned career fairs. In order to bring this talent to the Group, we intend to focus more on recruiting networks and further strengthen links with technical colleges and universities. In November 2013, we will also be holding a careers fair focusing on family-run companies at our headquarters in Munich. For further information on this, visit: www.wackerneuson.com/karriere (only in German).
We also gave young people interesting insights into Wacker Neuson by increasing the number of internships and student trainee positions across the entire Group. Furthermore, we again assigned challenging thesis topics in 2012 and implemented trainee programs aimed at systematically supporting qualifi ed graduates.
"Go for it!" trainee campaign
In 2012, we launched our "Go for it!" (Wage den Sprung) campaign to raise awareness of career options at Wacker Neuson among school children. The initiative provided proof positive that the construction industry is a popular career choice for school leavers and we soon found highly motivated young people for all industrial and business trainee positions at Wacker Neuson in Germany, Austria and Switzerland. Our slogan "Aiming high – fl ying high" was designed to reach dynamic young people looking for a company that will give them the prospect of a job offering a high degree of responsibility and development opportunities once they fi nish their training. We ran the campaign in all established apprenticeship and job exchanges as well as on Facebook and in the job pages of various print media.
| Production | 38.8 |
|---|---|
| Sales and Service | 42.0 |
| Administration | 11.0 |
| Other | 8.2 |
Age structure1
number of employees as a %
| 15 – 20 | 5.4 |
|---|---|
| 21– 30 | 23.7 |
| 31– 40 | 24.4 |
| 41– 50 | 24.6 |
| 51– 60 | 18.1 |
| above 60 | 3.8 |
Based on 79 percent of all employees.
Trainee campaign: Go for it!
Training and voluntary benefi ts
The Wacker Neuson Group has always placed great importance on ongoing employee development and continues to do so. In 2012, our internal training and development measures focused on IT systems, sales and soft skills (project management, sales techniques, leadership skills and courses on labor law, for example). Various training sessions and courses were held at the Wacker Neuson Academy in Reichertshofen during the last fi scal year. Numerous employees from our own company and, increasingly, from our customer's businesses availed of our program. Wacker Neuson also plans to make its sales organization more customer-centric by aligning it more closely with user processes and market requirements in the future. In 2013, we will therefore continue to train and develop our employees in specifi c areas, particularly in sales. We will also be placing greater focus on training managers and young talent.
Total staff development expenditure in our most important Group members (around 79 percent of all employees) came to around EUR 770,000 in 2012 (previous year: EUR 520,000).
We again offered our employees in Germany numerous voluntary benefi ts in 2012, including our employer-funded company pension plan, healthcare schemes and a bonus plan for employees who work at the company for a certain number of years.
THINK BIG – getting young people interested in the construction and building materials industry Wacker Neuson is taking part in "THINK BIG! live at bauma 2013", an initiative organized by the German Engineering Federation (VDMA). The Group will be joining eleven other VDMA member companies as well as the trade fair fi rm Messe München and the German Association of Agricultural Technology (LandBauTechnik Bundesverband). THINK BIG! is aimed at young people aged between 14 and 19 from of all types of schools in the German education system. Over 8,000 children from 170 schools have already signed up and will be fi nding out more about technology and the academic/training options that can lead to a career in the construction equipment industry. The event will take place in a dedicated hall (BO) at bauma and will cover an area of over 3,000 m2 .
THINK BIG! will offer an action-packed schedule during the entire trade show. Hosts will be reporting on different activities
Human resources fi gures1
| Dec. 31, 20122 | Dec. 31, 2011 | |
|---|---|---|
| Part-time employees as a % | 2.9 | 3.3 |
| Number of trainees | 159 | 119 |
| Quota of trainees as a % | 4.7 | 4.2 |
| Expenses for personnel development in € |
approx. 770,000 |
approx. 520,000 |
| Average age in years | 39.4 | 40.4 |
| Number of men (proportion as a %) | 2,816 (83.9) | 2,359 (83.7) |
| Number of women (proportion as a %) |
540 (16.1) | 459 (16.3) |
| Number of years with the company | 9.73 | 11.3 |
| Fluctuation as a % | 10.0 | 6.8 |
| Sickness rate as a % | 3.0 | 2.9 |
Based on 79 percent of all employees (2011: 77 percent).
Newly consolidated employees as of December 31, 2012: 245.
Number of employees (Group)1 as of December 31
| 2012 | 2011 | 2010 | 2009 | 2008 | 20072 | 2006 |
|---|---|---|---|---|---|---|
| 4,0963 | 3,514 | 3,142 | 3,059 | 3,665 | 3,659 | 2,837 |
1 By number of full-time jobs.
2 Through the merger with Neuson Kramer.
Newly consolidated employees as of December 31, 2012: 245.
and the most interesting highlights will be broadcast on big screens for everyone to enjoy. Young visitors will be encouraged to try out crane, grader and excavator simulators, take part in experiments and games and try their hand at CAD workstations. Employees from our HR department as well as young technicians and engineers – and even the CEO – will be on hand to talk to visitors. Two info points will provide further information on technical and engineering training options and university degrees. The event will also be focusing on getting young girls and women interested in technical careers.
The THINK BIG initiative also includes a "live workshop" aimed at sparking young people's interest in technical training. The event will give visitors a taste of hands-on jobs in areas such as mechanics, letting them know exactly what these professions involve. Small groups of apprentices and their trainers will be using the tools of their trade to work on machines. At the same time, they will be talking to the young visitors about their personal experiences and the careers they have chosen. Wacker Neuson will be providing a wheel loader, a mobile excavator and a vibratory plate for the workshop and encouraging young people to choose a career with Wacker Neuson. The whole event will be broadcast on the "live at bauma 2013" big screen.
Process optimization
Continuous process optimization and structural evaluation are an integral part of our organizational development process. At Wacker Neuson, all employees – management included – see change as an opportunity. As part of our global SAP roll-out, for example, we also migrated the HR departments of our largest European and US affi liates to a uniform SAP platform at the beginning of 2012. The move will enable the Wacker Neuson Group to continually optimize its processes in this area as well.
Sales, customers and marketing
- J Successful marketing of compact equipment via existing sales network
- J Strong resonance at industry trade fairs
- J Sales structures adapted to country-specifi c market structures
For many years now, Wacker Neuson has been successfully harnessing the synergies of its existing sales network for light equipment to also distribute compact equipment. In 2012, this resulted in a signifi cant rise in demand for compact machines.
Strong resonance at industry trade fairs
During the period under review, the Group again presented its portfolio at numerous trade fairs within and beyond Germany. Our high-quality, innovative product offerings from the Wacker Neuson, Kramer Allrad and Weidemann brands were very well received at all of these events. At exhibitions and fairs, we adopted a hands-on approach and invited visitors to experience the benefi ts of our products. In 2012, this again brought large numbers of visitors to our stands. Some of the larger shows we visited included Intermat in Paris in April 2012, and bauma China 2012, which was held in Shanghai in November of last year.
In 2013, we will be fl anking our strategy of international expansion by attending trade fairs around the globe. In February 2013, for example, Wacker Neuson was present at bc India in Mumbai and, at the same time, World of Concrete in Las Vegas (US). In April 2013, the world's largest construction equipment trade fair, bauma 2013, will be taking place in Munich. We will be showcasing our products here and at bauma Africa 2013 in Johannesburg this September.
We were also present at smaller, equally successful trade fairs and presentations in Switzerland, Germany, Poland, Sweden, Spain, Italy, Austria, Turkey, the US, Australia and India during the course of 2012. Events of this kind – with on-site product demonstrations – are crucial for the Group as they enable visitors to discover the quality of our products fi rst-hand. All of our trade fairs were a resounding success, drawing a steady stream of visitors and fuelling very successful discussions with our customers.
Weidemann GmbH presented its products at numerous agricultural trade fairs in Europe in 2012. In November 2013, the company will be showcasing its machines at Agritechnica in Hanover. Kramer will also be attending the fair in November, presenting its "green line" for the agricultural sector.
2011 saw us launch the Wacker Neuson trailer, a mobile stand designed to ensure a uniform look and feel for different Group members when they attend small to medium-size trade fairs and exhibitions. The Wacker Neuson trailer was featured at the offi cial opening ceremony for the new Group headquarters in Munich, which was attended by our customers, and was also used for numerous trade fairs in Germany, Austria, Norway, Sweden and Switzerland over the course of the past fi scal year.
Expansion of global sales network
Our corporate culture enables us to create a decentralized organization that reacts with greater speed and less bureaucracy to customer needs. We align our sales structures with local market dynamics and use different channels to
Wacker Neuson unveiled its new product portfolio at bauma China 2012 in November of last year. Visitors to the trade fair highly rated all the products on show, from light towers, generators and rammers to our range of compact equipment.
distribute our products. For example, in countries with high population densities and a large market volume for our products, we sell directly to end customers. In many other markets, however, our products are sold via distribution partners with whom we have been working for many years now. In some cases, our regional sales affi liates support and advise major customers and dealers in these countries. In January 2012, United Rentals, the largest rental chain in the US, recognized our efforts here, presenting Wacker Neuson with the "Supplier of the Year Award 2011". The prize recognizes outstanding quality, logistics and service – attributes that United Rentals employees rated highly for Wacker Neuson in a survey for North America.
Diverse customer base
Diversifi cation is becoming an increasingly important aspect of sales. Today, the Group's customer base comprises companies of varying sizes across a wide range of industries. Our customer base in 2012 again included construction companies (public and private enterprises), gardening and landscaping fi rms, companies from the industrial and agricultural sectors, municipal bodies and rental fi rms. We generated around 13 percent of worldwide revenue during the past fi scal year with
2011 saw us launch the Wacker Neuson trailer, a mobile stand designed to ensurea uniform look and feel for different Group members when they attend small to medium-size trade fairs and exhibitions.
our ten largest accounts (previous year: 14 percent). This does not include sales made within the framework of our strategic partnerships. We are not dependent on individual customers to any signifi cant degree.
Individualized solutions and customer-centric strategy
During the period under review, our sales and service teams focused on customer acquisition, promotional measures and attractive fi nancing models via external service providers. We also offered our customers individualized sales and service solutions tailored to their needs and held various specialist seminars in our Reichertshofen (Germany) and Menomonee Falls (US) training centers. These were targeted at the company's sales and service teams as well as at dealers, customers and employees looking for information on how to put our products and services to the best possible use and maximize process effi ciencies. The company also held a number of training courses in England, the Czech Republic, France, Italy, Poland, India and Australia as part of its sales support concept for compact equipment.
Wacker Neuson opens its doors
In 2012, Wacker Neuson gave international customers the chance to take a closer look at the philosophy behind its production and development activities. In June, the Group's production, development and sales company in Menomonee Falls, Wisconsin (US), invited dealers from 20 US states and from Canada to see for themselves just how well the Group's light and compact portfolios complement each other. The event highlighted the fact that dealers can leverage these benefi ts within their own business models by expanding their pool of Wacker Neuson equipment. Also in June, around 400 customers from Germany, Poland and Belgium travelled to Reichertshofen in the north of Munich to visit the Group's light equipment production facility. The event program included demonstrations of the latest innovations as well as specialist talks and a wide range of real-life tests of Wacker Neuson products. The guests were also able to exchange experiences and actively encouraged to channel what they had learnt into their own building processes. The Korbach production facility organized an open house to mark the 40th anniversary of the launch of Weidemann's versatile Hoftrac® series for the agricultural sector. Around 5,000 visitors attended the event. From its beginnings in 1960, Weidemann has established itself as the leading manufacturer of compact equipment for the agricultural industry in Europe (wheel loaders and telescopic handlers). It has been part of the Wacker Neuson Group since 2005.
New Wacker Neuson product website
In November 2012, Wacker Neuson launched its new-look website. The new site not only looks different but also offers a lot of new, interesting and useful information. Its user-friendly interface enables users to fi nd what they are looking for, fast. The new website contains extensive information on products as well as company news, trade fair dates, innovations and industry reports. Wacker Neuson's new site refl ects the Group's international growth strategy. It can be directly accessed via 35 different top-level domains and is translated into thirteen languages. The new dealer/affi liate search engine is a further highlight. The "Dealer locator" function enables users to easily fi nd their closest Wacker Neuson contact partner, displaying contact data and opening times as well as a detailed map and route planner. The website also provides information from our different regions. We have created dedicated areas on the site for almost all affi liates so that individual companies can present local information and highlights.
The new corporate collection
In 2012, we launched a new corporate collection comprising a wide range of accessories and clothing items. Customers and fans of the company can choose from our merchandising range at www.wackerneuson-shop.com (or www.kramer-shop.de / www.weidemann-shop.com). From April 2013 on, we will also be releasing a kids' collection featuring toys based on Wacker Neuson products.
In June 2012, the Group held a number of international customer events. Various innovation presentations, demos, competitions testing participants' operating skills and tours of the different sites resonated strongly among visitors. Left to right: Open day at Weidemann (Korbach), Wacker Neuson's "Innovation day for light equipment" (Reichertshofen), Wacker Neuson dealer event (Menomonee Falls, US).
IX. Risk report
Presentation of the internal control and risk management system including information in accordance with Section 315 (2) No. 5 and Section 289 (5) of the German Commercial Code (HGB) plus an explanatory report from the Executive Board
Risk reporting requires that the company outline its risk management goals and methods in the Management Report. Furthermore, the key steps involved in the internal control system and the risk management system in relation to the (consolidated) accounting process must be described in detail pursuant to Section 315 (2) No. 5 and Section 289 (5) HGB. Since the internal control system is an integral part of the overall risk management system, the Executive Board has decided to present both together. These disclosures are also explained in more detail – including in relation to the accounting process – as a precautionary measure pursuant to Section 175 (2) of the German Stock Corporation Act (AktG) in the version outlining modernization of German accounting rules (Bilanzrechtsmodernisierungsgesetz).
General
The Group-wide risk management system serves as an earlywarning safety net that identifi es, assesses and appropriately communicates risks and enables the Group to implement corresponding counteractive measures in good time. This calls for the reliable identifi cation, evaluation and monitoring of all risks that may prevent this goal from being achieved. In fi scal 2012, the Wacker Neuson Group continued to implement its risk management system as a key steering tool for business decisions and processes. This system covers planning for each of the core business segments and comprehensive Group reports on all affi liates (which are regularly analyzed, discussed, evaluated and submitted to all decision-makers). The risk management system also covers process defi nitions for all business segments and Group auditing.
The risk management handbook outlines the Group's risk policy in terms of defi ning, assessing and quantifying potential risks, and the nature and procedures of the risk management system. It also assigns roles and responsibilities for identifying, analyzing, monitoring and communicating risks. This allows us to derive suitable measures to actively counteract known risks. Every risk management system has certain limitations, however. The Group makes every effort to rule out incorrectly applied control mechanisms or similar irregularities. Nevertheless, the control processes deployed in our company and described in detail in this report do not provide an absolute guarantee or warranty that all risks are always correctly identifi ed and recorded in full and in good time.
Risk categorization
| Risk class | Risk exposure1 |
|---|---|
| To be monitored | € 50,000 to 125,000 |
| Major | € 125,000 and above |
1 Risk exposure = (probability in percent) x impact.
Our risk reporting system lists and describes each individual risk identifi ed in our business segments. We examine the situation every quarter and add newly identifi ed risks if necessary. To this end, the Group controlling department consults the departments at Group headquarters and at the affi liates. Following completeness and plausibility checks, the data gathered is aggregated and made available to management, for example the Executive Board.
The Group's comprehensive risk management system includes systematic fi nancial risk management. We have defi ned Group guidelines and policies for certain activities such as dealing with foreign currency risks, interest rate risks and credit risks, the use of derivative and other fi nancial instruments and the use of liquidity surpluses. We then assess the risks using both quantitative and qualitative methods that are uniform throughout the Group, allowing comparison across the various business segments.
The risks are evaluated according to probability of occurrence and potential damages.
Risk probability
| Category | Risk probability as a % |
|---|---|
| Low | 0 to 5 |
| Medium | 5 to 20 |
| High | 20 to 50 |
| Very high | 50 to 99 |
Key features of our internal control and risk management systems in relation to accounting plus related disclosures
According to the law outlining modernization of German accounting rules, the internal control system covers the basic principles, processes and measures required to ensure effective, effi cient, due and proper performance of accounting processes in compliance with the relevant legal guidelines. This also includes the internal auditing system, to the extent that it relates to accounting. As part of the internal control system, the risk management system – similar to the auditing system – draws on appropriate control and monitoring processes for accounting. This refers in particular to items on the balance sheet recognizing the company's risk hedging positions (hedging relationships).
The Wacker Neuson Group's internal control and risk management systems in relation to accounting can be described as follows:
- J The individuals/units responsible for accounting are clearly defi ned at company and Group level. Responsibility has been vested in the accounting, controlling, auditing and treasury departments. Ultimate responsibility lies with the Executive Board. Within accounting, we clearly differentiate between booking and auditing fi nancial data.
- J Employees involved in accounting are qualifi ed to the highest standards.
- J We have suitable systems and processes in place for planning, reporting, controlling and risk management, and implement these across the Group. Reports due on a quarterly or monthly basis, fi nancial accounting reports included, enable the Group to respond quickly to unexpected negative developments.
- J Procedural guidelines, such as the Group-wide accounting manual, rating guide and list of processes subject to second sign-off, are documented in writing and accessible at all times to all Group employees. These guidelines guarantee uniform handling of specifi c scenarios throughout the entire Group. We update them as required and align them with new circumstances and requirements.
-
J Proven standard software supports accounting functions, and all systems deployed are secured against unauthorized access from third parties.
-
J Line managers double-check sample bookings and run plausibility checks. Similarly, built-in electronic checks are also actively and regularly checked. Effective controls (including second sign-off and analytical checks) are in place for all accounting-related processes (payment runs, for example).
- J Accounting-related processes are also regularly checked by internal auditing.
- J Various internal bodies, such as the auditing department or the Audit Committee of the Supervisory Board, regularly review and rate the effectiveness of the internal control and risk management systems in relation to accounting processes.
The aim of our internal control and risk management systems in relation to accounting is to ensure that all company dealings and circumstances are disclosed, calculated and categorized correctly on the balance sheet, and correctly represented in the accounting system. This enables the Group to avoid errors or at least identify them in good time.
Effi cient control processes are built on a framework comprising suitably qualifi ed employees, appropriate tools and software, a clearly defi ned management, control and monitoring structure plus internal regulations and guidelines. Clearly defi ned areas of responsibility plus a range of controls and checks as described in detail above (in particular second sign-off and regular plausibility checks) ensure that our accounting processes are executed correctly and with due care and attention.
This framework ensures that business transactions are captured, processed and documented in the accounting systems of the company and Group in compliance with commercial law and other statutory regulations, international accounting standards, the Articles of Incorporation and internal company guidelines, and that these fi gures are rapidly and correctly recognized in the accounts. Our risk management strategy enables us to identify risks at an early stage, respond appropriately and communicate them in a timely manner. At the same time, it ensures that assets and liabilities are correctly evaluated and disclosed in the Annual and Consolidated Financial Statements. This provides our stakeholders with reliable, meaningful and timely information.
Risks
As of December 31, 2012, the company identifi ed the following signifi cant risks to the Wacker Neuson Group that could have a negative impact on business development:
Environment and industry risks (risks related to the overall economic situation, the industry, locations and countries as well as other sales risks) At 48 percent, environment and industry risks account for the largest share of overall risks (previous year: 51 percent).
The Wacker Neuson Group is dependent on the general economic climate and international construction industry trends. The affi liates Weidemann GmbH and Kramer-Werke GmbH and Wacker Neuson Linz GmbH are dependent on developments in the agricultural industry.
There is an underlying risk that an economic downturn could again negatively impact our core US and European markets. A slowdown in the construction industry could depress light and compact equipment sales, and this drop in demand could squeeze Wacker Neuson Group profi tability. The debt situation in a number of European countries could lead to the delay or cancellation of government-fi nanced construction and infrastructure projects. We are countering these risks by diversifying sales across industries and regions. From an organizational perspective, we are also implementing fl exible work and production models that enable us to absorb capacity fl uctuations. Wacker Neuson is countering the risk of a market slowdown by continuously monitoring key leading indicators that will enable it to implement appropriate countermeasures in good time. The Group's commitment to increasing its presence in established markets, expanding into targeted new markets and launching new products should offset any fl uctuations in demand at country level.
The German, Austrian and Swiss markets account for a sizeable chunk of Group revenue and earnings. Unfavorable market dynamics in these three countries could have a disproportionately high impact on Group earnings. We are countering this risk with proactive, fl exible go-to-market strategies executed through a variety of clearly differentiated sales channels in Germany, Austria and Switzerland.
The Wacker Neuson Group is also affected by seasonal fl uctuations. Sales may therefore fl uctuate during the year.
The international nature of our business means the Group is exposed to a variety of national political and economic risks. We face tough international competition. However, we are maintaining the price strategy accepted by our customers. We are countering the potential risk of losing market share as a result of this pricing policy by offering our customers attractive fi nancing solutions and further strengthening our spare parts and service offerings (total cost of ownership approach).
The Group has also identifi ed a risk resulting from variations in customer structure from one country to another. Within an individual country, the loss of a major customer (due to insolvency or market consolidation, for instance) could have a serious impact on demand for products and services from the affi liate concerned. We are countering this risk by proactively maintaining strong customer relationships and by demonstrating fl exibility in working with our customers and partners.
Demand on the international market is becoming increasingly concentrated due to mergers among our customer base. Customer takeovers by fi nancial investors are also possible here. This type of development can have a positive or negative impact on our unit sales and revenue, neither of which can be accurately predicted at this stage. The Wacker Neuson Group is countering this risk through transparent yet fl exible terms and conditions geared towards bolstering the overall market position of its customers.
Financial risks (risks associated with fi nancial instruments, exchange rate and interest fl uctuations, and fi nancing)
The fi nancial risks are explained in the Notes to the Consolidated Financial Statements (items 23 and 30). p. 159/168 Financial risks account for around 22 percent of overall risks (previous year: 19 percent).
Performance-related risks (risks associated with procurement, production and R&D)
At around 19 percent, performance-related risks account for the third largest share of overall risks (previous year: 25 percent). In 2011, this was the second biggest category of risk.
The Group requires raw materials to manufacture its products – particularly steel, aluminum, copper and crude oil. To produce machine components, we use structural steel components, precast parts, as well as hydraulic and chassis components containing varying amounts of crude steel. The Wacker Neuson Group relies on timely delivery of defect-free, premanufactured parts. As demand increases, there is a continued risk of supply or quality problems developing, which – in turn – could lead to delays in production and sales losses. The Group is countering this risk by maintaining close ties with key suppliers and ensuring they are always involved in the planning process. To
secure the Group's ability to deliver, we are increasing inventory in specifi c areas and enhancing fl exibility by converting some of the compact business to made-to-stock manufacturing in future. There is a general risk here of tying up too much capital, but we are managing this in a proactive way.
Loss of a supplier (due to insolvency, for instance) could also impact our ability to deliver and therefore threaten individual sales targets. We are minimizing these risks through proactive go-to-market strategies, supplier communication and special standard agreements that secure our partners' delivery capabilities to a certain extent.
Increases in the price of raw materials, in particular for steel but also for other components, caused by a rise in demand, speculation on the raw materials markets and exchange rate fl uctuations could push up manufacturing costs for the Wacker Neuson Group. The Group is countering this risk through longerterm contracts and more fl exible global procurement strategies. We are maintaining regular contact with our business partners and suppliers to jointly develop forward-looking solutions.
In addition, we rely on delivered components and raw materials being free of defects and meeting the relevant specifi cations and quality standards. Defects in premanufactured parts could impact quality and slow production, which may ultimately delay product deliveries, possibly damaging our corporate and brand image. We are addressing this risk through close communication with our suppliers and extensive testing before and during integration of these items into our production fl ows. Our quality management system also incorporates our suppliers.
The Wacker Neuson Group depends on developing new products and bringing these to market in good time. It is essential that we comply with national and international laws and directives and factor these into product development. If this does not continue to happen, our competitive position and growth opportunities may be impaired. The Group's R&D department therefore continuously works to develop new products and enhance our existing portfolio, always aligning its activities with market demands and observing applicable regulations, laws and directives.
Legal risks (risks related to pending legal proceedings, patent and trademark law and tax law) If the Group were no longer able to protect its intellectual property suffi ciently, this would impair its competitive ability. We are reducing this risk through focused patent and intellectual property management. Our market-leading products are being copied – in particular by Chinese manufacturers – and this could distort sales. We are minimizing this risk by systematically enforcing our intellectual property rights, while also expanding our international sales and service network.
Warranties and product liability claims could result in claims for damages and injunctions. We are minimizing this risk by taking the greatest of care in the development and manufacture of our products on the one hand and, on the other, by drafting contracts carefully and ensuring they are properly enforced. The Group minimizes the risk of disputes with third parties over intellectual property rights through extensive prior investigations and research.
No legal proceedings are currently underway or pending that might pose signifi cant risks to the Wacker Neuson Group's fi nancial situation. The Group has concluded insurance policies worldwide to protect against liability risks and potential damages attributable to the company.
Strategic business risks (risks arising from business decisions, investments, entering new markets, launching new products, and acquiring and integrating new companies)
Although the impact of the following risks cannot be quantifi ed, they are an important element in risk reporting.
We continue to expand our business segments as well as our sales and service network in line with our Group growth strategy. This involves investments, which may not necessarily be recouped. Unforeseeable risks can also arise within individual projects and delay execution. We are countering these risks by adapting our execution strategy to current market dynamics, carefully examining all planned investments and possible imminent risks, pursuing a lean project management policy and maintaining a high equity ratio.
The Group is also exposed to risks in connection with its ongoing international expansion activities. We are steadily establishing our compact equipment offering in Europe and the Americas. We have identifi ed customer demand here. However, if our medium- to long-term expansion plans do not pan out as anticipated, or if we are unable to harmonize national sales channels due, for example, to lower than anticipated demand for our products in certain countries, there is still a risk that we might have to change or downscale our long-term growth strategies. Our strategy department regularly evaluates the success of our measures and we apply high quality standards for market analysis and development activities to counter this risk.
We also consider and carefully assess alliances and acquisitions as a means of gaining market share and expanding our product portfolio. However, failure to evaluate risks accurately when acquiring another company or entering into a partnership may have a negative impact on Group business development and growth prospects.
We have secured our strategic alliances with Claas (Harsewinkel, Germany) and Caterpillar (Peoria, USA) with longterm contracts. The company is countering the risk of these OEM alliances being terminated through close collaboration, regular contact, the ongoing improvement of processes and consistently high product quality.
Other risks (risks associated with human resources, IT and the environment)
The success of Wacker Neuson is due in large part to the skill and motivation of its employees. The loss of highly qualifi ed people in key positions could impact negatively on our growth plan. Wacker Neuson is countering this risk by offering employees incentives to commit themselves to the company, for example attractive remuneration and long-term development opportunities. In light of current market developments, the Wacker Neuson Group is currently looking to recruit qualifi ed mechanical engineers. The labor market may not meet our need for qualifi ed staff. The Group is countering this risk with dedicated recruitment efforts, both in Germany and abroad. It also offers attractive remuneration schemes and interesting work opportunities promising a high degree of personal responsibility.
The Group uses IT in numerous areas. Failure of these systems could negatively impact on our production and goods fl ow, for example, and lead to loss of revenue. The Group is countering this risk through IT backup strategies. We are pursuing a strict
project management policy to counter risks that can occur during the implementation of global IT systems and to prevent additional costs.
Increasingly strict regulations governing noise, environmental and user protection could entail additional costs for the Wacker Neuson Group. The Group is countering this risk through active involvement in associations that may have an infl uence on new developments as well as through intensive research and development.
Summary of risk situation facing the Group (assessment of risk situation by management) Compared with the previous fi scal year, the Group's risk exposure has increased slightly overall.
Viewed as a percentage of overall risks, our main risks lie in the environment and industry, fi nancial and performance-related categories. Together, these three categories represent around 89 percent of total risk (previous year: 95 percent).
We are not currently aware of any other signifi cant risks to the Group. Furthermore, we have not identifi ed any individual or collective risks to our continued existence as a going concern that might negatively affect the Group in the foreseeable future.
Distribution of risk
as a %
| Risk category | Percentage share of total risk |
|---|---|
| Environment and industry risks | 48 |
| Financial risks1 | 22 |
| Performance-related risks | 19 |
| Other risks | 10 |
| Legal risks | 1 |
1 The fi nancial risks (risk associated with fi nancial instruments, exchange rate and interest fl uctuations, and fi nancing) are explained in the Notes to the Consolidated Financial Statements (items 23 and 30).
The risk profi le of the Wacker Neuson Group is not currently analyzed or evaluated by an external body such as a rating agency.
Business opportunities
Opportunities relate to internal and external developments that could have a positive impact on the Group. The responsibility for identifying and managing opportunities in a timely manner is vested in committees rather than specifi c individuals. These committees make decisions on innovation projects
initiated by the Group in response to changing market and customer requirements. The committees include high-ranking decision-makers from across the Group, including members of the Executive Board, affi liate managers, the strategy department, market developers plus senior employees from research and development, product management, quality management, sales and service, marketing, controlling, treasury and strategic procurement. Our decision-making process focuses on opportunities while at the same time taking the associated risks into account. We are currently developing this committee system into a Group-wide, standardized opportunity management system. Selected potential opportunities for the Wacker Neuson Group are described in detail in the section "Opportunities and outlook for future development of the Wacker Neuson Group". p. 118
X. Information in accordance with Section 315 (4) HGB and Section 289 (4) HGB plus an explanatory report from the Executive Board in accordance with Section 176 (1) Sentence 1 AktG
According to Section 315 (4) of the German Commercial Code (HGB), listed companies must disclose information on the composition of capital, shareholders' rights and restrictions, participating interests and corporate bodies that may be relevant for takeovers in the Group Management Report. The same information must also be disclosed in the Management Report, pursuant to Section 289 (4) HGB. Furthermore, according to Section 176 (1) Sentence 1 of the German Stock Corporation Act (AktG), the Executive Board must submit a report containing this information to the AGM. The following contains a summary of the information pursuant to Section 315 (4) and Section 289 (4) HGB as well as the corresponding explanatory comments pursuant to Section 176 (1) Sentence 1 AktG.
Composition of subscribed capital
At December 31, 2012, the company's share capital amounted to EUR 70,140,000 divided into 70,140,000 individual no-parvalue nominal shares, each representing a proportionate amount of the share capital of EUR 1 according to Article 3 (2) of the Articles of Incorporation of Wacker Neuson SE. There is only one type of share; all shares are vested with the same rights and obligations as outlined in detail in particular under Sections 12, 53a, 188 et seq. and 186 AktG. The provisions of AktG apply to Wacker Neuson SE in accordance with Article 9 (1) c)
ii) and Article 10 of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE Regulation), unless otherwise specifi ed in the SE Regulation.
Restrictions affecting voting rights or the transfer of shares
Information on the pool agreement
There is a pool agreement between some of the shareholders and companies attributable to the Wacker family on the one hand, and shareholders and companies of the Neunteufel family on the other. Prior to each AGM of Wacker Neuson SE, the pool members decide how to exercise voting and petition rights in the meeting. Each pool member undertakes to exercise their voting and petition rights in the AGM in line with the pool's decisions, or to have these rights exercised in this manner. If the pool does not reach a decision with regard to a resolution on the allocation of annual profi ts, adoption of the Annual Financial Statements by the AGM, approval of Executive and Supervisory Board members' actions, appointment of the auditor, upholding minority interests and compulsory changes to the Articles of Incorporation as a result of changes to legislation or jurisdiction, the pool members have the right to freely exercise their voting rights. In all other cases, the pool members must vote to reject the proposal. Two members of the Supervisory Board are appointed by the Neunteufel family shareholders in the pool, and two by the Wacker family shareholders in the pool.
Shares can be transferred without restriction to spouses, registered partners, pool members' children, children adopted when they were minors by pool members, siblings, foundations set up by pool members that are either charitable foundations or in which the benefi ciaries and the controlling members of the management board satisfy the aforementioned criteria, and companies where the direct or indirect shareholders also satisfy the aforementioned criteria. If shares are transferred to any such persons, they must join the pool agreement. If shares are transferred to third parties, either for a fee or free of charge, the other pool members have the right to acquire these shares. If the shares are to be sold to third parties off the stock exchange, all of the other pool members have a preferential purchase right. If a pool member intends to transfer shares in such a way that more than 50 percent of voting rights in Wacker Neuson SE would be held by third parties who do not satisfy the criteria defi ning those individuals to whom transfers can be freely made, the remaining pool members have the right to also sell their shares. If a pool member is excluded from the pool for good reason, the other pool members have a right to acquire the shares or a preferential purchase right. This also applies if a pool member ceases to qualify as a pool member.
Information on the partnership agreement of Wacker Familiengesellschaft mbH & Co. KG
Some of the Wacker family shareholders hold part of their shares via Wacker Familiengesellschaft mbH & Co. KG, which in turn also holds shares via Wacker-Werke GmbH & Co. KG. Economic ownership of the shares is attributed to the Wacker family shareholders.
The pool agreement has precedence over the regulations of the partnership agreement as long as Wacker Familiengesellschaft mbH & Co. KG is party to the above pool agreement. A partners' meeting is held prior to every AGM of Wacker Neuson SE. In this meeting, the Wacker family shareholders defi ne how they will vote and exercise their petitioning rights. Votes in the AGM are to be cast in line with the pool's decisions. Two of the Wacker family shareholders have the right to propose one member of the Supervisory Board each to the shareholders; this member is then to be elected by the remainder.
Only the acquisition and preferential purchase rights in the pool agreement apply to family members who are party to the pool agreement. In the case of a sale by a family member who is not a pool member, acquisition and preferential purchase rights apply if shares are sold to third parties who do not fulfi ll the criteria defi ning those individuals to whom shares can be freely transferred set forth in the above-mentioned pool agreement. If a family shareholder exits the company as a result of a termination, the remaining pool members have a preferential purchase right to buy the shares for a period of two years from the date this shareholder exits the company. In addition, the partners' meeting can resolve that the exiting family shareholder does not receive compensation in cash but in the form of the shares to which they are fi nancially entitled. Since May 14, 2012, each exiting family member can demand to receive their compensation in the form of the shares to which they are fi nancially entitled.
Pool agreement between Lehner and Neunteufel shareholders
The Lehner shareholders have issued a Neunteufel shareholder with power of attorney with regard to the shares they acquired prior to the merger and during the merger between the company and Neuson Kramer Baumaschinen AG (now Wacker Neuson Beteiligungs GmbH). The Neunteufel shareholder is independently responsible for exercising these voting rights. He is not bound by any instructions, and will always exercise these in the same way as for the shares that he himself holds. These shares are thus subject to the provisions of the pool agreement mentioned above.
The Neunteufel shareholder has a preferential purchase right to buy these shares in the event of a transfer to entities other than the Neunteufel shareholder or to Lehner shareholders.
The Executive Board is not otherwise aware of any restrictions affecting voting rights or the transfer of shares.
Direct or indirect participating interests in equity that exceed ten percent of voting rights
Under the German Securities Trading Act (WpHG), every shareholder of a listed company is obliged to inform the German Financial Services Supervisory Authority and the company in question, in this case Wacker Neuson SE, of the percentage of their voting rights as soon as these holdings reach, exceed or fall below certain thresholds. These thresholds are 3, 5, 10, 15, 20, 25, 30, 50 or 75 percent.
The Executive Board has been informed of the following direct or indirect participating interests in the share capital that exceed 10 percent of voting rights:
| Direct/indirect participating interests that exceed 10 |
|
|---|---|
| Name/company | percent of voting rights |
| Wacker Familiengesellschaft mbH & | |
| Co. KG, Munich, Germany | Indirect |
| Wacker-Werke GmbH & Co. KG, | |
| Reichertshofen, Germany | Direct and indirect |
| Interwac Holding AG, Volketswil, | |
| Switzerland | Indirect |
| VGC Invest GmbH, Herrsching, | |
| Germany | Indirect |
| Christian Wacker, Germany | Indirect |
| Dr. Ulrich Wacker, Germany | Indirect |
| Andreas Wacker, Germany | Indirect |
| Barbara von Schoeler, Germany | Indirect |
| Petra Martin, Germany | Indirect |
| Dr. Andrea Steinle, Germany | Indirect |
| Ralph Wacker, Germany | Indirect |
| Susanne Wacker-Waldmann, Germany | Indirect |
| Benedikt von Schoeler, Germany | Indirect |
| Jennifer von Schoeler, Germany | Indirect |
| Leonard von Schoeler, Germany | Indirect |
| Vicky Schlagböhmer, Germany | Indirect |
| Christiane Wacker, Germany | Indirect |
| Georg Wacker, Germany | Indirect |
| Baufortschritt – Ingenieurgesellschaft mbH, Munich, Germany |
Indirect |
| PIN Privatstiftung, Linz, Austria | Indirect |
| Name/company | Direct/indirect participating interests that exceed 10 percent of voting rights |
|---|---|
| NEUSON Industries GmbH, | |
| Leonding, Austria | Indirect |
| Johann Neunteufel, Austria | Indirect |
| NEUSON Ecotec GmbH, | |
| Haid bei Ansfelden, Austria | Direct and indirect |
| Martin Lehner, Austria | Indirect |
| Adolf Lehner, Austria | Indirect |
| Herta Lehner, Austria | Indirect |
The voting rights held by the above-mentioned shareholders correspond to around 63.1 percent of share capital. The shareholders are bound to exercise these voting rights under the terms of a pool agreement (see "Restrictions affecting voting rights or the transfer of shares" ). p. 110 The above information is based on notifi cations pursuant to Section 21 of the WpHG that Wacker Neuson SE has received and published since 2007, which was the year the company went public. The disclosures are explained in detail in the Notes to the Annual Financial Statements of Wacker Neuson SE under section "IV. Notifi cations and disclosures of changes to voting interests pursuant to Section 21 (1) or (1a) WpHG". The Executive Board is not aware of any other direct or indirect participation in the company's share capital that exceed 10 percent of voting rights.
Bearers of shares with extraordinary rights that grant the holders controlling powers
There are no shares with extraordinary rights that grant the holders controlling powers.
Type of control of voting rights if employees hold participating interests and if they do not directly exercise their controlling rights
The company's employees can exercise the controlling rights vested in them through their shares directly, as is the case for other shareholders, according to statutory provisions and the Articles of Incorporation.
Statutory provisions and provisions of the Articles of Incorporation regarding the appointment and dismissal of members of the Executive Board and changes to the Articles of Incorporation
Members of the Executive Board are appointed and dismissed according to Sections 84 and 85 AktG. The Executive Board of Wacker Neuson SE must have at least two board members
according to Article 6 (1) of the Articles of Incorporation of Wacker Neuson SE. The Supervisory Board otherwise determines the number of Executive Board members (Article 6 (2) Sentence 1 of the Articles of Incorporation). The Supervisory Board is responsible for appointing and dismissing Executive Board members; a simple majority of votes cast suffi ces for these decisions. Executive Board members shall be appointed for a maximum term of six years (Section 9 (1) and Section 39 (2) and Article 46 of the SE Regulation, Sections 84 and 85 AktG and Section 6 (2) Sentence 1 of the Articles of Incorporation). The Supervisory Board can appoint a Chairman of the Executive Board, a Deputy Chairman of the Executive Board and a Spokesperson for the Executive Board (Section 6 (2) Sentence 2 of the Articles of Incorporation). Currently, a CEO and Deputy CEO have been appointed.
Sections 179 et seq. AktG must be observed in the event of changes to the Articles of Incorporation. The AGM passes a resolution to approve changes to the Articles of Incorporation (Sections 119 (1) No. 5 and 179 (1) AktG). Under the charter of a European company (Societas Europaea or SE) such as Wacker Neuson SE, all decisions affecting the Articles of Incorporation must be approved with a majority of at least two thirds of the votes cast, unless the legislation of the country where the SE is based mandates or allows a larger majority to apply (Article 59 (1) of the SE Regulation). Each Member State is free, however, to rule that a simple majority of votes cast suffi ces, provided at least half of the subscribed capital is represented (Article 59 (2) of the SE Regulation). German legislation has instituted this option in Section 51 (1) of the law governing implementation of the SE (SE-Ausführungsgesetz). This does not apply to changes relating to the object/purpose of the company or relocation of the company's headquarters. Similarly, it does not apply to instances where the law mandates that the votes cast must represent a higher percentage of the subscribed capital (Section 51 (2) of the SE-Ausführungsgesetz). Accordingly, Section 21 (1) of the Articles of Incorporation states that unless otherwise stipulated by law, changes to the Articles of Incorporation require a two-thirds majority of the votes cast or – if at least half of the share capital is represented – a simple majority of votes cast.
The Supervisory Board is entitled to approve changes to the Articles of Incorporation that are merely a matter of wording (Section 179 (1) Sentence 2 AktG, Section 15 of the Articles of Incorporation).
The Executive Board's powers, in particular with regard to the possibility of issuing or buying back shares
Treasury shares
By a resolution passed at the AGM on May 22, 2012, the Executive Board is authorized, subject to the prior approval of the Supervisory Board, to acquire 7,014,000 treasury shares via the stock exchange by May 21, 2017. This acquisition may also be performed by one of the Group members on or for its or their account by third parties. In so doing, the shares acquired as a result of this authorization together with other shares in the company that it has already acquired and still holds must not at any time total more than 10 percent of the existing share capital. Shares must not be purchased for the purpose of trading company shares on the stock exchange.
The compensation paid by the company per registered share (without incidental acquisition costs) must not be more than 10 percent higher or lower than the arithmetic average of the closing prices for shares in the company in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last fi ve trading days prior to the date on which the undertaking to acquire the shares was entered into. The authorization can be exercised in whole or in parts, in the latter case also on multiple occasions.
The Executive Board may also redeem the treasury shares still to be acquired without a renewed resolution to be passed by the AGM with the permission of the Supervisory Board. The authorization can be exercised in whole or in parts, in the latter case also on multiple occasions. The redemption is performed such that the share capital is not changed, but that the proportion the other shares represent in the share capital is increased in accordance with Section 8 (3) AktG (Section 237 (3) No. 3 AktG). The Executive Board is authorized to change the number of shares in the Articles of Incorporation accordingly.
The Executive Board is authorized, subject to the approval of the Supervisory Board, to use shares in the company that were acquired as a result of the above authorization as (partial) compensation in the execution of mergers or to acquire companies, participating interests in companies or parts of companies. The acquired treasury shares may also be sold to Executive Board members and to members of the executive bodies and employees of associated companies. If shares are to be sold to members of the Executive Board within the framework of an executive profi t-share model, the Supervisory Board will determine the details when deciding on the overall remuneration for Executive Board members. In addition, the Executive Board is authorized, subject to the approval of the Supervisory Board, to sell the treasury shares still to be acquired at a price that is not substantially lower than the stock market price on the date of the sale. The price at which shares in the company can be sold must not be more than 5 percent lower than the arithmetic average of the closing prices of shares in the company in XETRA trading (or a comparable successor system) at the Frankfurt Stock Exchange on the last fi ve trading days prior to the date of the general sale. In this case, the number of the shares to be sold together with the new shares that were issued after this authorization was issued subject to the exclusion of subscription rights in accordance with Section 186 (3) Sentence 4 AktG, and together with treasury shares already sold, must not exceed 10 percent of the company's share capital which exists on the date the resolution passed at the AGM came into effect. The authorization to redeem/sell shares can be availed of in full or in several partial amounts. The shareholders' subscription rights to treasury shares in the company are excluded to the extent that these shares are redeemed or sold according to the above authorizations.
Authorized Capital I
According to Section 3 (3) of the Articles of Incorporation, the Executive Board is authorized to increase the company's share capital by May 21, 2017, subject to the approval of the Supervisory Board, by issuing new, registered shares against cash contributions, in full or in partial amounts, on one or several occasions, however at the most by a maximum of EUR 17,535,000 (Authorized Capital I).
However, the Executive Board has been authorized, with the approval of the Supervisory Board, to exclude shareholder subscription rights:
- J in the case of fractional amounts resulting from the subscription ratio;
- J in the case of capital increases resulting from the granting of shares in exchange for contributions in kind for the purpose of acquiring companies, parts of companies or participating interests in companies or other assets (even if alongside the shares, part of the purchase price is paid out in cash) or as part of amalgamations or mergers;
- J in the case of capital increases resulting from the granting of shares in exchange for cash contributions, provided that the issue price of the new shares is not signifi cantly below the stock market price of the company's shares listed at the time when the issue price is fi nally determined in accordance with Section 203 (1) and (2) in conjunction with Section 186 (3) Sentence 4 AktG and that the total number of shares issued subject to the exclusion of subscription rights does not exceed 10 percent of the share capital neither on the date on which this authorization takes effect nor on the date this authorization is exercised. This limit of 10 percent shall also include shares which are sold, issued or due to be issued subject to the exclusion of subscription
rights during the term of this authorization up until the point in time when it is exercised by virtue of other authorizations in direct or corresponding application of Section 186 (3) Sentence 4 AktG.
In all other respects, the Executive Board shall decide in consultation with the Supervisory Board on the nature of share rights, including the issue amount, and other conditions relating to issuance of shares.
The authorized capital provisions described above refl ect the practices typical of listed businesses similar to Wacker Neuson. They are not intended to obstruct takeover bids.
Key company agreements that are subject to a change of control clause following a takeover bid and the resulting impact
A long-term cooperation agreement with the company Caterpillar covering the production of mini excavators includes a provision that allows Caterpillar to terminate the agreement under certain conditions should a competitor to Caterpillar acquire a direct or indirect share in the company in excess of 25 percent or a share in excess of 15 percent combined with a seat on the company's Supervisory Board. The list of competitors is specifi ed in detail in the agreement.
The Schuldschein loan agreements with terms between fi ve and seven years placed by Wacker Neuson SE in February 2012 give the respective creditors termination options if third parties acquire at least 50 percent of voting rights in the company.
Compensation agreements between the company and the members of the Executive Board or its employees for the event of a takeover bid
There is no such agreement.
Concluding remark
During the period under review, the Executive Board had no reason to address issues concerning a takeover, or engage with disclosure details stipulated under the German Takeover Directive Implementation Act (Übernahmerichtlinie-Umsetzungsgesetz). The Executive Board therefore does not see the need to add further details to the information provided above.
XI. Declaration on corporate governance according to Section 289a HGB
On March 15, 2013, the Executive Board of Wacker Neuson SE issued a Corporate Governance Declaration pursuant to Section 289a of the German Commercial Code (HGB). This is available on the Wacker Neuson SE website at http://corporate. wackerneuson.com/ir/en-cg-governance.php.
XII. Remuneration framework
Information on the Executive Board
According to the Vorstandsvergütungs-Offenlegungsgesetz (German Executive Board Remuneration Disclosure Act), listed companies must disclose individualized information on the Executive Board's remuneration in the Notes to the Annual and Consolidated Financial Statements, broken down into performance-related and non-performance-related components as well as long-term incentives. The Act stipulates that information may be withheld if the AGM resolves this with a majority of 75 percent of votes cast. This type of resolution can be passed for a maximum period of fi ve years. The company has again availed of this option for fi scal years 2011 to 2015 inclusive by way of a resolution passed at the AGM on May 26, 2011.
The Executive Board's remuneration is defi ned by the entire Supervisory Board and reviewed at regular intervals. Defi ning the structure and amount of the remuneration is based on the company's size and economic position as well as the tasks and performance of the members of the Executive Board.
The Executive Board's remuneration comprises:
- J A fi xed annual basic salary
- J A variable annual salary
- J Transitional pay, compensation upon an early exit
- J Remuneration in the case of accident, illness or death
- J Non-cash remuneration and other additional remuneration
- J A pension commitment
The individual remuneration components are as follows:
- J The annual fi xed salary is paid in equal monthly installments.
- J From fi scal 2011 onwards, the variable salary has been based on average consolidated earnings after taxes for the previous three fi scal years (with transitional provisions), as reported in the approved Consolidated Financial Statements for the respective fi scal year, as well as on the return on capital employed as reported in the Consolidated Financial
Statements. The Group's performance may also be taken into consideration, as refl ected in both the success with which revenue goals are achieved and the size of the EBIT margin. An upper threshold for the variable remuneration has been agreed for all Executive Board members.
- J The proportion of the variable remuneration within the overall remuneration package differs in each individual case and ranges from 56 to 70 percent for 100-percent achievement of targets.
- J If the Executive Board members' employment contract is terminated prematurely, but not for good cause, the members of the Executive Board each receive compensation in the amount of their average discounted annual remuneration for the remainder of the contractual period including their variable remuneration, up to a maximum of two annual remunerations. If the contract is terminated after the age of 55 and prior to the member reaching the age of 60, the members of the Executive Board may claim transitional payments.
- J If they are temporarily prevented from working through no fault of their own, members of the Executive Board continue to receive their fi xed annual salary and bonus for a limited period. In the event of death, widows and dependent children receive corresponding payments for a limited period. This does not affect widow's and orphan's pensions under the pension commitment.
- J The non-cash remuneration and other remuneration includes a subsidy for health insurance, premiums for life insurance in favor of the Executive Board members, premiums for accident insurance, the use of a company car, etc.
- J The members of the Executive Board receive an oldage pension for life as part of the pension commitment upon reaching the age of 60 unless the employment relationship with the company was terminated for good cause attributable to the Executive Board member in question. In addition, an invalidity pension is paid in the event of disability or professional incapacity, and a widow's and orphan's pension is paid in the event of death. Other remuneration may have to be offset against these amounts payable.
Total remuneration for the Executive Board
Total remuneration for the Executive Board in the period under review amounted to EUR 5.4 million (previous year: EUR 3.6 million). Total remuneration for the Supervisory Board for the same period amounted to EUR 0.5 million (previous year: EUR 0.5 million). At the AGM on May 26, 2011, a resolution was again passed to refrain from itemizing this information in accordance with Section 285 (1) No. 9 a Sentences 5 to 9 in conjunction with Section 314 (2) Sentence 2 HGB in conjunction with Section 315a (1) HGB.
Information on the Supervisory Board
The remuneration structure for the members of the Supervisory Board is set down in Section 14 of the Articles of Incorporation. It was last amended at the AGM in May 2012. In line with this provision, the fi xed remuneration for each individual member of the Supervisory Board amounts to EUR 30,000. The Chairman of the Supervisory Board receives twice this amount, and his/ her Deputy receives 1½ times the fi xed remuneration. Members of committees receive an additional remuneration, with the Chairman of each committee receiving twice the regular committee remuneration. The members of the Supervisory Board also receive a fi xed allowance for each Supervisory Board meeting in which they participate. In addition, members of the Supervisory Board are reimbursed for their out-of-pocket expenses and any VAT that may be due on their remuneration and out-of-pocket expenses.
The variable remuneration for the individual members of the Supervisory Board is based on the consolidated earnings after taxes. It is capped at 0.75 times their respective fi xed remuneration and calculated in line with the company's approved Consolidated Financial Statements, taking Section 113 (3) AktG into account.
XIII. Supplementary report
On January 22, 2013, the Supervisory Board of Wacker Neuson SE and Mr. Werner Schwind reached a mutual agreement that Mr. Schwind would step down from his position on the Executive Board with effect as of March 31, 2013 due to a difference in opinion regarding the future direction of the Group's international sales strategy. CEO Mr. Cem Peksaglam will take on Mr. Schwind's executive mandates.
Wacker Neuson does not expect any direct impact on the Group's earnings, fi nancials and assets as a result of this development.
There have been no other events since the reporting date that could have a signifi cant impact on the Group's earnings, fi nancials and assets.
XIV. Opportunities and outlook
Overall economic outlook
- J Global economy to remain on growth path
- J Emerging markets are the drivers
- J Slowdown in Europe
Emerging markets power global economic growth
According to the IMF, the global economy is set to grow by 3.5 percent in 2013. The main growth drivers will be China (+8.2 percent), India (+5.9 percent), Russia (+3.7 percent), Brazil (+3.5 percent) and Mexico (+3.5 percent). European economies that are well-positioned to export to importing Asian markets will continue to profi t from the dynamic growth in this region.
Global GDP growth 2013e to 2014e
Solid development of US economy
The US economy will remain solid throughout 2013 with an expected growth rate of 2.0 percent. Although a downturn is expected in the fi rst half of the year, 2013 will see growth overall. According to a survey carried out in Q4 2012 by the National Association of Manufacturers, only around 52 percent of US companies expect positive business development over the coming year, whereas over 80 percent of companies surveyed had positive expectations mid-2012. The survey also showed that the greatest challenges facing the American economy are political uncertainty, possible cutbacks in government spending and a weakening economy due to reduced domestic consumer spending and global economic decline. Industrial production is due to rise by 1 percent over the next year, with investments and employment in industry due to sink by 0.6 percent and 0.4 percent respectively.
No economic momentum coming from Europe
The debt crisis in the eurozone has already had a negative effect on the real economy – with many EU states experiencing serious fi nancing problems. In Portugal, Spain, Italy and Greece in particular, restrictive fi scal policies are expected to continue to put a damper on investments. Indeed, the IMF believes that the eurozone economy will contract slightly this year by 0.2 percent. However, signifi cant growth is predicted for the eurozone in 2014.
For Germany, the IMF predicts slight growth of 0.6 percent. The German government expects the economy to start recovering in the second half of 2013, with the fourth quarter even predicted to fi nish 1.25 percentage points above the previous year's fi gure. The German economy is set to grow by a solid 1.4 percent in 2014.
Source: IMF, WEO, January 2013.
Outlook for construction and agricultural industries
- J Increasing global demand for light and compact equipment
- J High demand for construction investments in emerging markets
- J Regional differences across the European construction and agricultural industries
The emerging markets in particular will be investing heavily in their infrastructure in the coming years. China, India and Brazil will be leading the fi eld here, but countries like Mexico, Argentina, South Africa and South Korea will also be pouring billions into a range of infrastructure projects, notably roads, airports and rail networks, utility services (energy, waste and water), public buildings like schools, universities and hospitals, telecommunication networks, etc. This intense activity will push average annual global construction equipment unit sales up to one billion by 2016.
Infrastructure spend in emerging markets 2008 to 2017e bn, USD
Source: Morgan Stanley Research, World Bank, Global Insights e-Morgan Stanley Research incl. real estate.
Global sales of construction equipment 2000 to 2016e in units
Source: Off-Highway Research, October 2012.
However, rising demand for equipment will be accompanied by a clear shift in the revenue-generating share of individual countries. China in particular – already the world's largest construction equipment market – will account for an aboveaverage share of construction equipment sales in the medium to long term, with other emerging markets also accounting for a fast-growing share of global revenue. Even allowing for rising demand in North America and Europe, these regions will see their share of the overall market sink by 2016.
Regional breakdown of constructuin equipment revenue 2016e as a %
Source: Off-Highway-Research, October 2012.
In Europe, construction investment over the coming years will be focused on road, rail and transport networks and on telecommunications. Other priorities include general renovation and modernization projects and measures to protect climate and the environment. Residential investments are due to rise. Somber economic outlooks could, however, dampen willingness to invest in construction equipment. Cuts in government spending are compounding this situation. The experts say that countries like Portugal, Spain and Ireland will continue to see a decline in construction activity in 2013. Overall, the construction industry in Western Europe is due to fall by 1.5 percent, and industry in Eastern Europe due to fall by 2.5 percent.
Residential construction output 2008 to 2015e (Euroconstruct countries)
Source: Euroconstruct, December 2012.
According to VDMA, German construction materials and equipment manufacturers reported positive developments in order intake in January 2013, fuelled in particular by increased demand from outside Germany. The VDMA predicts stable revenues for 2013, also expecting bauma – which is to be held in Munich in April – to have a positive effect on the industry.
Cumulated construction and economic growth (Europe) 2013e to 2015e (3 years)
Cautious outlook for European agricultural sector
Experts remain cautious about prospects for agricultural technology and the European agricultural industry in 2013 in general. However, universal trends – such as the world's growing population and resulting increase in demand for foodstuffs – continue to have a positive effect on demand for agricultural equipment. The basic need for modern machines, particularly to work agricultural holdings effi ciently, will continue to increase. Rising agricultural prices should bolster landholders' income – a factor which, in turn, should further fuel demand for Weidemann-branded equipment.
According to the VDMA, the latest CEMA business barometer (the umbrella organization for the European agricultural machinery industry) also gives rise to optimism. Published every month based on a representative survey of the industry, this index was more positive at the beginning of 2013 than it was at the end of 2012. Half of all experts surveyed predict stable revenues for the fi rst half of 2013 relative to the prioryear fi gures. 22 percent predict a rise in revenue. In December 2012, 38 percent of experts expected a drop in revenues; at the beginning of 2013, this fi gure had fallen to just 28 percent.
Opportunities and outlook for future development of the Wacker Neuson Group
- J Strategies for further profi table growth
- J Internationalization, diversifi cation, synergies
- J Strong performance expected in 2013 and 2014
Strategic development at Wacker Neuson
Global trends such as demographic change, the rising population and the growing pace of urbanization and globalization will all increase investments worldwide in new infrastructure projects and in infrastructure maintenance initiatives. Even expanding urban residential developments increases demand for light and compact equipment. Many emerging economies are growing at high speed, also fuelling demand for more effi cient equipment.
Source: Euroconstruct, December 2012.
Overarching opportunities to drive product sales
Global opportunities for construction
- J Infrastructural needs in emerging markets
- J Consequences of climate change and greater emphasis on environmental protection
- J Expansion of telecommunication networks (including expansion of broadband network)
- J Expansion and modernization of road and rail networks worldwide
- J Reconstruction (renovation, modernization)
- J Greater demand for residential developments, partly driven by rising urbanization
- J Recovery of commercial and residential construction sectors
Global opportunities for agriculture
- J Increasing global demand for food and fodder
- J Move towards biofuels and other renewable materials
- J Structural shift towards fewer; larger holdings (especially in Europe) with greater demand for mechanization
- J Increasing industrialization of agricultural operations, even in emerging economies
These trends present huge opportunities for Wacker Neuson to build on its cross-industry, leading expertise and expand its business in both industrialized and emerging markets.
Wacker Neuson's strategy is geared towards lasting, profi table growth. As part of its 2012 strategic business planning process, management set out its targets for the next fi ve years. This involved elaborating basic strategies and concrete measures for defi ned focus areas.
To kick off the execution phase, we brought managers from all Group companies together for a Global Leader Summit in January 2013.
Further internationalization
In the long-term, we want to extend our global reach and establish a strong position in all construction and agriculture markets where we have a presence. We see major growth opportunities for Wacker Neuson in emerging markets. Currently, these economies only account for around 12 percent of revenue. Our long-term aim is to increase our share in markets outside of Europe to around 50 percent (2012: 27 percent). We see strong prospects in emerging markets such as China, South America and Russia in particular. The variety of our product portfolio will allow us to gain an even greater foothold in these markets. We will supply products and services, in both the light and compact equipment segments, that are tailored to the market and customer needs, increasing our chances of success. To support these efforts, we will also expand our sales and service network. This level of internationalization makes the Group more resilient to regional fl uctuations.
Further growth in established markets
Our strong fi nancial position and our market reach are a good foundation for further growth in our core markets of Europe and North America. Our strategy is based on strengthening our innovation and quality leadership. We will therefore continue to invest in research and development with the aim of further expanding our portfolio and reinforcing our position as a technology leader. We plan to expand our service portfolio in particular in the spare parts and repairs business in line with evolving customer requirements. Our strategy focuses on greater penetration of the European and American markets over the coming years. By focusing more on user processes and market requirements, we aim to align sales in both of our core markets even more closely with customer needs and priorities. In America, we will also focus on expanding our dealer network for light and compact equipment.
Regional action items for Wacker Neuson
Americas
- J Market penetration of light equipment
- J Expansion of compact equipment
- J Sales synergies (cross-selling)
- J Above-average growth in South America
Europe
- J Defend and expand market leadership
- J Increase market share beyond Central Europe
- J Expand agricultural offering for farmyards, stalls and pastures with the Weidemann brand
- J Expand service offering
Asia-Pacifi c
- J China: Strengthen premium segment position and develop mid-market segment for light equipment
- J Evaluate launching compact equipment
Sales synergies and greater diversifi cation
Active cross-selling across different segments allows us to continue to leverage global sales synergies. Our sales affi liates worldwide will offer specifi c industries an even more tailored product portfolio in order to reach customers outside the construction industry. Customers in gardening and landscaping, agriculture and other branches of industry already contribute signifi cantly to our revenue. Targeted diversifi cation and crosssegment synergies will help to stabilize the Wacker Neuson Group in a volatile climate.
On the compact equipment front, we have formed strategic alliances with Caterpillar and Claas to drive further growth potential in this segment.
Group forecast
Double-digit revenue growth expected again in 2013 We remain optimistic for 2013 on the back of strong revenue growth in the past few years.
The current fi scal year got off to a very good start with a healthy order book for compact equipment in the fi rst few weeks alone, and light equipment also performing well.
Assuming market trends remain positive, the Executive Board predicts overall revenue for fi scal 2013 to amount to around EUR 1.2 billion (2012: EUR 1.1 billion) with an EBITDA margin of over 13.0 percent (2012: 13.0 percent).
Segment trends
Although we expect positive, albeit slightly dampened, development in our core Europe region, we expect the greatest growth fi gures to come from beyond Europe.
We predict further growth through 2013 and 2014 for all three business segments – light equipment, compact equipment and services.
Overview
| 2013e | 2014e | |
|---|---|---|
| Revenue | approx. € 1.2 billion | Achieve 2-digit growth |
| EBITDA margin | > 13.0% | > 13.0% |
| Investments | approx. € 80 million | approx. € 80 million |
Compact equipment is expected to realize distinctly dynamic growth fi gures, attributable in particular to increased international sales. We expect the share of this business segment in total revenue to further increase in the medium term. As the services segment continues to grow, we expect its share of revenue to remain at the same level.
Future investment plans and cost trends
We intend to remain on our proven path, continuing to invest in profi table projects and building the business systematically across all regions and business segments. We will continue to keep a careful eye on costs throughout 2013.
For the current fi scal year, we have earmarked around EUR 80 million in total (2012: EUR 104.0 million) for investments.
Since investments for 2013 will again exceed write-offs, we are expecting a negative free cash fl ow. Net fi nancial debt will increase in 2013. However, as things stand, we do not expect gearing to rise above 25 percent. The medium-term plan foresees lower annual investments.
We can win new market shares and improve the reach of our products and brands by expanding our global sales network. In the medium term, these efforts will push our margins slightly below the record levels we achieved in 2011. However, we view this as an investment in our future growth.
Future partnerships and acquisitions
With a view to enhancing our product portfolio and expanding our international footprint, we are planning further partnerships and acquisitions in the medium to long term. We aim to maintain our sound balance sheet structure with a comparatively high equity ratio.
Outlook through 2014
We are also targeting double-digit revenue growth in 2014, coupled with an EBITDA margin of over 13.0 percent.
Summary forecast
We expect to perform well overall in fi scal 2013.
The global trend towards infrastructure expansion and improvement offers great opportunities for our business model. Global investments in road, rail and telecommunication networks as well as the modernization of buildings is set to rise, fuelling demand for compact and light equipment.
The overall economic outlook for 2013 remains unclear, due to macroeconomic uncertainties. The situation in Europe remains tense.
Sales of light and compact equipment in 2013 will be mainly driven by rising demand from BRIC countries and the US. Our international structure will benefi t us here, allowing us to absorb economic fl uctuations in individual European countries.
Based on these assumptions, we again expect positive momentum for our business in 2013 – in the second half of the year in particular.
Our fi nancial position is healthy with an equity ratio of around 68 percent and a comparatively low level of debt. Strong fi nancials and assets will help to drive our company's growth over the next two years.
We want our shareholders to continue to share in the success of the Group. We therefore aim to maintain our sound dividend policy and plan to make yearly dividend payments to our shareholders provided our projections are accurate.
Munich, March 15, 2013
Wacker Neuson SE, Munich
Executive Board
(CEO)
Cem Peksaglam Günther C. Binder
Martin Lehner Werner Schwind (Deputy CEO)
Contents Consolidated Financial Statements
| Consolidated Income Statement | 124 |
|---|---|
| Consolidated Total Profi t/Loss for the Period | 125 |
| Consolidated Balance Sheet | 126 |
| Consolidated Statement of Change in Equity | 127 |
| Consolidated Cash Flow Statement | 128 |
| Consolidated Segmentation | 129 |
Notes to the Consolidated
| Financial Statements | 130 |
|---|---|
| General information on the company | 130 |
| General information on accounting standards | 130 |
| Changes in accounting under IFRS | 130 |
| Changes to reporting | 136 |
| Accounting and valuation methods | 136 |
Explanatory Comments on the
| Income Statement | 141 | |
|---|---|---|
| 1 | Revenue | 141 |
| 2 | Other income | 141 |
| 3 | Personnel expenses | 141 |
| 4 | Other operating expenses | 142 |
| 5 | Financial result | 142 |
| 6 | Taxes on income | 142 |
| 7 | Earnings per share | 143 |
Explanatory Comments on the
| Balance Sheet | 144 |
|---|---|
| Property, plant and equipment | 144 |
| Investment properties | 145 |
| 10 Intangible assets | 146 |
| 11 Other investments and other | |
| non-current assets | 148 |
| 12 Inventories | 149 |
| 13 Trade receivables | 149 |
| 14 Other current assets | 150 |
| 15 Cash and cash equivalents | 150 |
| 16 Non-current assets held for sale | 150 | ||
|---|---|---|---|
| 17 Total equity | 150 | ||
| 18 Provisions for pensions and | |||
| similar obligations | 151 | ||
| 19 Other provisions | 154 | ||
| 20 Financial liabilities | 156 | ||
| 21 Trade payables | 158 | ||
| 22 Other current liabilities | 158 | ||
| 23 Derivative fi nancial instruments | 159 | ||
| Other Information | 161 | ||
| 24 Contingent liabilities | 161 | ||
| 25 Other fi nancial liabilities | 161 | ||
| 26 Additional information on | |||
| fi nancial instruments | 164 | ||
| 27 Events since the balance sheet date | 167 | ||
| 28 Segmentation | 167 | ||
| 29 Cash fl ow statement | 168 | ||
| 30 Risk management | 168 | ||
| 31 Executive bodies | 171 | ||
| 32 Related party disclosures | 172 | ||
| 33 Auditor's fee | 173 | ||
| 34 Declaration regarding the German | |||
| Corporate Governance Codex | 173 | ||
| 35 Availing of exemption provisions | |||
| according to Section 264 (3) | |||
| and/or Section 264b HGB | 173 | ||
| Responsibility Statement | 174 | ||
| Unqualifi ed Auditors' Opinion |
Consolidated Income Statement
For the period from January 1 through December 31
| Jan. 1 – | Jan. 1 – | ||
|---|---|---|---|
| in € K | Notes | Dec. 31, 2012 | Dec. 31, 2011 |
| Revenue | (1) | 1,091,716 | 991,561 |
| Cost of sales | -760,178 | -668,405 | |
| Gross profi t | 331,538 | 323,156 | |
| Sales and service expenses | -160,555 | -139,501 | |
| Research and development expenses | -26,750 | -21,944 | |
| General administrative expenses | -62,235 | -60,559 | |
| Other income | (2) | 15,072 | 29,6151 |
| Other expenses | (4) | -12,171 | -7,017 |
| Profi t before interest and tax (EBIT) | 84,899 | 123,750 | |
| Financial income | (5a) | 1,627 | 2,956 |
| Financial expenses | (5b) | -8,688 | -6,397 |
| Profi t before tax (EBT) | 77,838 | 120,309 | |
| Taxes on income | (6) | -23,135 | -33,884 |
| Profi t for the period before minority interests | 54,703 | 86,425 | |
| Minority interests | -572 | -595 | |
| Profi t for the period | 54,131 | 85,830 | |
| Earnings per share (in euros) (diluted and undiluted) | (7) | 0.77 | 1.22 |
1 In 2011: of which EUR K 10,798 for reversal of brand impairment.
Consolidated Total Profi t/Loss for the Period
For the period from January 1 through December 31
| Jan. 1 – | Jan. 1 – | ||
|---|---|---|---|
| in € K | Notes | Dec. 31, 2012 | Dec. 31, 2011 |
| Profi t before minority interests | 54,703 | 86,425 | |
| Items not recognized in profi t/loss for the period | |||
| Exchange differences | -1,600 | 1,038 | |
| Deconsolidation result | 0 | -1,108 | |
| Actuarial gains/losses from pension obligations1 | -4,858 | 1,166 | |
| Securing cash fl ows: | |||
| Profi t/loss incurred in the current period | (23) | 16 | 396 |
| Tax effects from items in total profi t/loss for the period | 1,302 | -456 | |
| Items not recognized in profi t/loss for the period after tax | -5,140 | 1,036 | |
| Total profi t/loss for the period before minority interests and after tax | 49,563 | 87,461 | |
| Of which are attributable to: | |||
| Shareholders in the parent company | 48,991 | 86,866 | |
| Minority interests | 572 | 595 | |
| Total profi t/loss for the period after tax | 49,563 | 87,461 |
1 IAS 19R, "Employee Benefi ts" was adopted for the fi rst time in fi scal 2012 on a voluntary basis. This change is described in detail in the "Changes
in accounting under IFRS" section of the Notes. The fi gures at December 31, 2011 were modifi ed to refl ect this change.
Consolidated Balance Sheet
Balance at 31 December
| in € K | Notes | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | (8) | 386,075 | 348,930 |
| Investment property | (9) | 20,666 | 21,277 |
| Goodwill | (10 a) | 236,603 | 237,509 |
| Intangible assets | (10) | 103,178 | 102,793 |
| Other investments | (11) | 0 | 2,000 |
| Deferred taxes1 | (6) | 31,706 | 21,627 |
| Other non-current assets | (11) | 11,979 | 8,917 |
| Total non-current assets | 790,207 | 743,053 | |
| Inventories | (12) | 360,121 | 274,492 |
| Trade receivables | (13) | 147,838 | 158,358 |
| Current tax receivables | 4,915 | 2,488 | |
| Other current assets | (14) | 16,812 | 18,281 |
| Cash and cash equivalents | (15) | 18,867 | 16,890 |
| Non-current assets held for sale | (16) | 6,045 | 698 |
| Total current assets | 554,598 | 471,207 | |
| Total assets | 1,344,805 | 1,214,260 |
Equity and liabilities
| Subscribed capital | (17) | 70,140 | 70,140 |
|---|---|---|---|
| Other reserves1 | (17) | 595,898 | 601,038 |
| Net profi t/loss | (17) | 248,620 | 229,886 |
| Equity before minority interests | 914,658 | 901,064 | |
| Minority interests | 3,500 | 2,928 | |
| Total equity | 918,158 | 903,992 | |
| Long-term fi nancial borrowings | (20) | 134,807 | 15,261 |
| Deferred taxes1 | (6) | 33,475 | 30,006 |
| Long-term provisions1 | (18) (19) | 38,856 | 36,344 |
| Total non-current liabilities | 207,138 | 81,611 | |
| Trade payables | (21) | 51,143 | 62,362 |
| Short-term borrowings from banks | (20) | 97,853 | 91,654 |
| Current portion of long-term borrowings | (20) | 437 | 421 |
| Short-term provisions | (19) | 12,804 | 15,151 |
| Current tax payable | 1,834 | 1,967 | |
| Other current liabilities | (22) | 55,438 | 57,102 |
| Total current liabilities | 219,509 | 228,657 | |
| Total liabilities | 1,344,805 | 1,214,260 |
1 IAS 19R, "Employee Benefi ts" was adopted for the fi rst time in fi scal 2012 on a voluntary basis. This change is described in detail in the "Changes in accounting under IFRS" section of the Notes. The fi gures at December 31, 2011 were modifi ed to refl ect this change.
Consolidated Statement of Change in Equity
Balance at December 31
| Equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Sub scribed |
Capital | Exchange | Other neutral |
Net profi t/ | before minority |
Minority | Total | |
| in € K | capital | reserves | differences | changes | loss | interests | interests | equity |
| Balance at December 31, 2010 | 70,140 | 618,661 | -14,718 | -267 | 156,802 | 830,618 | 2,341 | 832,959 |
| Change to accounting methods | 0 | 0 | 0 | -4,781 | 0 | -4,781 | 0 | -4,781 |
| Balance at January 1, 2011 | 70,140 | 618,661 | -14,718 | -5,048 | 156,802 | 825,837 | 2,341 | 828,178 |
| Profi t for the period | 0 | 0 | 0 | 0 | 85,830 | 85,830 | 595 | 86,425 |
| Other income | 0 | 0 | 1,038 | 1,106 | -1,108 | 1,036 | 0 | 1,036 |
| Change in consolidation | ||||||||
| structure | 0 | 0 | 0 | 0 | 286 | 286 | -8 | 278 |
| Dividends | 0 | 0 | 0 | 0 | -11,924 | -11,924 | 0 | -11,924 |
| Balance at December 31, 2011 | 70,140 | 618,661 | -13,680 | -3,942 | 229,886 | 901,065 | 2,928 | 903,993 |
| Profi t for the period | 0 | 0 | 0 | 0 | 54,131 | 54,131 | 572 | 54,703 |
| Other income | 0 | 0 | -1,600 | -3,541 | 0 | -5,141 | 0 | -5,141 |
| Change in consolidation | ||||||||
| structure | 0 | 0 | 0 | 0 | -327 | -327 | 0 | -327 |
| Dividends | 0 | 0 | 0 | 0 | -35,070 | -35,070 | 0 | -35,070 |
| Balance at December 31, 2012 | 70,140 | 618,661 | -15,280 | -7,483 | 248,620 | 914,658 | 3,500 | -918,158 |
IAS 19R,"Employee Benefi ts" was adopted for the fi rst time in fi scal 2012 on a voluntary basis. This change is described in detail in the "Changes
in accounting under IFRS" section of the Notes. The fi gures at December 31, 2011 were modifi ed to refl ect this change.
Consolidated Cash Flow Statement
For the period from January 1 through December 31
| in € K | Notes | Jan. 1 – Dec. 31, 2012 |
Jan. 1 – Dec. 31, 2011 |
|---|---|---|---|
| EBT | 77,838 | 120,309 | |
| Depreciation and amortization | 56,763 | 38,812 | |
| Foreign exchange result | -806 | 1,216 | |
| Gains from sale of intangible assets and property, plant and equipment | -909 | -6,286 | |
| Book value from the disposal of rental equipment | 6,863 | 4,683 | |
| Losses from derivatives (cash fl ow hedging) | 11 | 256 | |
| Actuarial losses from pension obligations1 | -3,551 | -3,932 | |
| Financial result | 7,061 | 3,441 | |
| Changes in inventories | -84,281 | -90,460 | |
| Changes in trade receivables and other assets | 10,900 | -34,191 | |
| Changes in provisions1 | 100 | 8,932 | |
| Changes in trade payables and other liabilities | -12,441 | 30,604 | |
| Interest paid | -5,414 | -5,087 | |
| Income tax paid1 | -39,964 | -26,278 | |
| Interest received | 1,432 | 1,562 | |
| Cash fl ow from operating activities | 13,602 | 43,581 | |
| Purchase of property, plant and equipment | -93,944 | -104,494 | |
| Purchase of intangible assets | -10,085 | -9,511 | |
| Proceeds from the sale of property, plant and equipment, intangible assets and non-current assets held for sale |
4,156 | 8,526 | |
| Cash fl ow from investing activities (tangible assets) | -99,873 | -105,479 | |
| Dividends | -35,070 | -11,924 | |
| Cash receipts from short-term/long-term borrowings | 125,761 | 61,561 | |
| Repayments from short-term/long-term borrowings | -1,811 | -6,957 | |
| Payment of fi nance lease liabilities | -124 | -128 | |
| Cash fl ow from fi nancing activities | 88,756 | 42,552 | |
| Decrease in cash and cash equivalents | 2,485 | -19,346 | |
| Change in cash and cash equivalents due to consolidation | 80 | 0 | |
| Effect of exchange rates on cash and cash equivalents | -588 | -323 | |
| Change in cash and cash equivalents | 1,977 | -19,669 | |
| Cash and cash equivalents at beginning of period | 16,890 | 36,559 | |
| Cash and cash equivalents at end of period | (29) | 18,867 | 16,890 |
1 IAS 19R, "Employee Benefi ts" was adopted for the fi rst time in fi scal 2012 on a voluntary basis. This change is described in detail in the "Changes
in accounting under IFRS" section of the Notes. The fi gures at December 31, 2011 were modifi ed to refl ect this change.
Consolidated Segmentation
For the period from January 1 through December 31
Segmentation (geographical segments)
| in € K | Europe | Americas | Asia-Pacifi c | Consolidation | Group |
|---|---|---|---|---|---|
| 2012 | |||||
| Segment revenue | |||||
| Total external sales | 1,277,946 | 384,877 | 55,651 | ||
| Less intrasegment sales | -422,899 | -65,997 | -2,902 | ||
| 855,047 | 318,880 | 52,749 | |||
| Intersegment sales | -78,642 | -42,685 | -13,633 | ||
| Total | 776,405 | 276,195 | 39,116 | 0 | 1,091,716 |
| EBIT | 59,350 | 29,106 | 2,101 | -5,658 | 84,899 |
| EBITDA | 109,353 | 35,124 | 2,843 | -5,658 | 141,662 |
| Net fi nancial debt | 204,762 | 4,486 | 4,981 | 0 | 214,229 |
| Working capital | 320,306 | 128,736 | 25,511 | -17,737 | 456,816 |
| in € K | Europe | Americas | Asia-Pacifi c | Consolidation | Group |
|---|---|---|---|---|---|
| 2011 | |||||
| Segment revenue | |||||
| Total external sales | 1,177,921 | 325,396 | 52,181 | ||
| Less intrasegment sales | -398,122 | -51,509 | -2,787 | ||
| 779,799 | 273,887 | 49,394 | |||
| Intersegment sales | -55,909 | -42,908 | -12,702 | ||
| Total | 723,890 | 230,979 | 36,692 | 0 | 991,561 |
| EBIT | 88,135 | 29,301 | 4,688 | 1,626 | 123,750 |
| EBITDA | 121,514 | 34,154 | 5,293 | 1,601 | 162,562 |
| Net fi nancial debt | 86,359 | 6,346 | -2,259 | 0 | 90,446 |
| Working capital | 232,801 | 130,876 | 21,374 | -14,563 | 370,488 |
Revenue with non-Group companies generated by affi liates headquartered in Germany amounted to EUR K 441,112 (previous year: EUR K 423,126).
Segmentation (business segments)
| in € K | 2012 | 2011 |
|---|---|---|
| Segment revenue from external customers | ||
| Light equipment | 400,404 | 371,834 |
| Compact equipment | 466,455 | 416,924 |
| Services | 239,155 | 215,705 |
| 1,106,014 | 1,004,463 | |
| Less cash discounts | -14,298 | -12,902 |
| Total | 1,091,716 | 991,561 |
Notes to the Consolidated Financial Statements
General information on the company
Wacker Neuson SE (referred to as the Group in the following) is a listed European stock corporation (Societas Europaea or SE) headquartered in Munich (Germany). It is entered in the Register of Companies at the Munich Local Court under HRB 177839.
Wacker Neuson shares have been listed since May 2007 on the regulated Prime Standard segment of the German stock exchange in Frankfurt. The company has been listed in the SDAX since September 2007.
General information on accounting standards
The following Consolidated Financial Statements for fi scal 2012 were prepared in accordance with the International Accounting Standards (IAS) as approved and published by the International Accounting Standards Board (IASB) and the International Financial Reporting Standards (IFRS) as interpreted by the Standing Interpretations Committee (SIC) and International Financial Reporting Interpretations Committee (IFRIC) as adopted by the EU, and in supplementary compliance with the provisions of the German Commercial Code (HGB) set forth in Section 315a (1). All valid and binding standards for fi scal 2012 have been applied.
The Consolidated Financial Statements comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the Notes to the Consolidated Financial Statements, the consolidated cash fl ow statement, as well as the consolidated statement of changes in equity. In addition, a Group Management Report, which was combined with the Management Report of Wacker Neuson SE, was prepared in accordance with Section 315a HGB. The income statement is prepared in the "cost-of-sales" format. The Consolidated Financial Statements have been prepared in euros (EUR). All fi gures are presented in thousand euros (EUR K), rounded to the nearest thousand, unless otherwise stated.
Wacker Neuson SE's fi scal year corresponds to the calendar year. The Consolidated Financial Statements for fi scal 2012 (which include prior-year fi gures) were approved for publication by the Executive Board on March 15, 2013.
Changes in accounting under IFRS
Standards and interpretations applied for the fi rst time in the Consolidated Financial Statements of fi scal 2012
The following standards, amendments to standards and interpretations are mandatory from January 1, 2012:
| Name | Description | Mandatory as of1 |
Date of endorsement |
|---|---|---|---|
| IFRS 7 | Financial instruments: Disclosure requirements (derecognizing fi nancial assets) |
July 1, 2011 | Nov. 22, 2011 |
For fi scal years that start on or after this date.
The standard to be applied for the fi rst time in this fi scal year did not have any signifi cant impact on the accounting and valuation methods used by the Group.
IAS 19 "Employee Benefi ts" (amended in 2011, IAS 19R) will become mandatory for fi scal years starting on or after January 1, 2013. It has been adopted earlier by the Group, however, on a voluntary basis. This has resulted in the following changes: As set down in IAS 19R, the expected return on plan assets and interest expense on pension obligations is replaced by a uniform net interest amount. In addition, IAS 19R no longer uses the corridor method. Instead, actuarial gains and losses must be recognized immediately in other income. IAS 19R also requires that unvested past service costs be recognized in profi t or loss immediately when incurred. More extensive disclosure requirements have also been introduced. IAS 19R requires retrospective application and the presentation of effects from
initial application. The prior-year fi gures at December 31, 2011 and January 1, 2011 were modifi ed as follows. This had the following impact on the balance sheet and the items not recognized in profi t/loss for the period included in the total profi t/loss for the period:
| Balance sheet IAS 19 (revised) IAS 19 (old) +/- in € K Long-term provisions -36,344 -30,784 -5,560 Deferred tax assets 21,627 20,706 921 Deferred tax liabilities -30,006 -30,713 707 Other reserves -601,038 -604,970 3,932 Jan. 1, 2011 Jan. 1, 2011 Change Balance sheet IAS 19 (revised) IAS 19 (old) +/- in € K Long-term provisions -36,972 -30,246 -6,726 Deferred tax assets 18,499 17,220 1,279 Deferred tax liabilities -23,291 -23,957 666 Other reserves -598,895 -603,676 4,781 Dec. 31, 2011 Dec. 31, 2011 Change Other income IAS 19 (revised) IAS 19 (old) +/- in € K Actuarial gains from pension obligations 1,166 0 1,166 Tax effects from items in total profi t/loss for the period -456 -140 -316 Total profi t for the period before minority interests and after tax 87,461 86,611 850 |
Dec. 31, 2011 | Dec. 31, 2011 | Change |
|---|---|---|---|
The voluntary, early adoption of IAS 19R "Employee Benefi ts" does not have a signifi cant impact on the income statement or earnings per share of the Group.
Standards and interpretations that have been published but not yet applied
The following fi nancial reporting standards have been published but have not yet come into force, which is why there is no obligation to apply them yet. Should these fi nancial reporting standards be endorsed by the European Union, earlier voluntary adoption would be feasible.
| Name | Description | Mandatory as of1 |
Date of endorsement |
|---|---|---|---|
| IAS 1 | Amendment: Recognition of items under other comprehensive income |
Jul. 1, 2012 | Jun. 5, 2012 |
| IAS 12 | Amendment: Recovery of underlying assets |
Jan. 1, 2013 | Dec. 11, 2012 |
| IFRS 1 | Amendment: Severe hyperinfl ation and removal of fi xed dates for fi rst-time adopters |
Jan. 1, 2013 | Dec. 11, 2012 |
| IFRS 13 | Fair value measurement | Jan. 1, 2013 | Dec. 11, 2012 |
| IFRS 7 | Amendment: Disclosure of fi nancial assets and fi nancial liabilities |
Jan. 1, 2013 | Dec. 11, 2012 |
| IFRS 10 | Consolidated fi nancial statements |
Jan. 1, 2014 | Dec. 11, 2012 |
| IFRS 11 | Joint arrangements | Jan. 1, 2014 | Dec. 11, 2012 |
| IFRS 12 | Disclosure of interests in other entities |
Jan. 1, 2014 | Dec. 11, 2012 |
| IAS 27 | Consolidated and separated fi nancial statements (amended version) |
Jan. 1, 2014 | Dec. 11, 2012 |
| IAS 28 | Investments in associates (amended version) |
Jan. 1, 2014 | Dec. 11, 2012 |
| IAS 32 | Offsetting assets and liabilities |
Jan. 1, 2014 | Dec. 11, 2012 |
| IFRIC 20 | Stripping costs in the production phase of a surface mine |
Jan. 1, 2013 | Dec. 11, 2012 |
| Improvements to IFRS (2009–2011) |
Jan. 1, 2013 | tbd Q1/2013 | |
| Investment entities (amendments to IFRS 10, IFRS 12 and IAS 27) |
Jan. 1, 2014 | tbd Q3/2013 | |
| Transition guidance (amendments to IFRS 10, IFRS 11 and IFRS 12) |
Jan. 1, 2013 | tbd Q1/2013 | |
| IFRS 1 | First-time adoption of International Financial Reporting Standard ( amended version) |
Jan. 1, 2013 | tbd Q1/2013 |
| IFRS 9 | Financial instruments (recognition, classifi cation and measurement) |
Jan. 1, 2015 | delayed |
First-time application of the above-mentioned standards and interpretations is unlikely to substantially change the current accounting and valuation methods of the Group, with the exception of the following amendments:
- J IFRS 12 is a new and extensive announcement that regulates the disclosure of any interests in other companies, including joint arrangements, associated companies, structured entities and off-balance-sheet units.
- J IFRS 13, fair value measurement, defi nes the term fair value and provides a single framework for fair value measurement for fi nancial and non-fi nancial items. The majority of changes regarding fi nancial instruments resulting from IFRS 13 have already been implemented, mainly within the framework of amendments to IFRS 7 (Financial instruments: Disclosures).
- J In the amendments to IAS 1, the recognition of items under other comprehensive income has changed. As a result, subtotals of items must be presented under other comprehensive income, depending on whether these elements are potentially reclassifi able as profi t or loss.
Line of business
With its roots dating back to 1848, Wacker Neuson SE is a leading global manufacturer of high-quality light equipment, weighing up to approximately 3 tons, and compact equipment, weighing up to approximately 14 tons. Wacker Neuson provides a comprehensive offering, extending from development and production through sales and rentals to repairs and maintenance for light and compact equipment. The entire product portfolio comprises over 300 product groups. Products manufactured by the Group are branded Wacker Neuson. The Group also distributes compact equipment under the brand names Kramer Allrad, Kramer and Weidemann (agricultural machinery), primarily in Europe. Furthermore, the company Claas Global Sales GmbH, which has a direct 5.1 percent stake in Kramer-Werke GmbH, distributes telescopic loaders developed and manufactured by Kramer to the agricultural industry under the brand "Claas".
1 For fi scal years that start on or after this date.
Closing date
The closing date for all affi liates included in the Consolidated Financial Statements is December 31 of the respective year. The current accounting period is January 1, 2012 through December 31, 2012.
Consolidation structure
see fi g. p. 134
In addition to the parent company, Wacker Neuson SE, the Consolidated Financial Statements as at December 31, 2012 include the following affi liates in which the company has the following direct or indirect shareholdings:
In fi scal 2012, the consolidation structure changed as described below; however these changes do not have any signifi cant impact on the Group's assets, fi nancials and earnings:
J On January 1, 2012, the Serbian companies Wacker Neuson Kragujevac d.o.o. and Wacker Neuson Lapovo d.o.o. were included in the consolidated structure. The companies were not previously consolidated due to their minor impact on the Group's assets, fi nancials and earnings.
In fi scal 2011 (previous year), the consolidation structure changed as described below; however these changes did not have any signifi cant impact on the Group's assets, fi nancials and earnings:
- J Following the approval of Wacker Neuson SE shareholders on May 26, 2011, Wacker Neuson SE was restructured as a holding company. Operational activities were dropped down to three new GmbH & Co. KG companies, headquartered in Munich. The new companies are responsible for sales, production and logistics respectively. Central Group and corporate functions have remained with Wacker Neuson SE. The three new companies are wholly owned affi liates of Wacker Neuson SE.
- J Wacker Neuson Limited in Auckland, New Zealand, discontinued business and was deconsolidated on December 31, 2011.
- J In December 2011, Wacker Neuson Immobilien GmbH was included in the consolidation structure with retroactive effect from January 1, 2011.
- J During the third quarter of 2011, the affi liate Wacker Neuson Finance Immorent GmbH based in Leonding, Austria, was merged into Wacker Neuson Beteiligungs GmbH in Hörsching, Austria, with retroactive effect from December 31, 2010.
Fiscal 2011 (previous year) saw the following changes to the structure of non-consolidated companies:
- J The Group merged BAUMA Baumaschinen Handels- und Vermietungs GmbH based in Schwechat, Austria, a wholly owned company of Wacker Neuson GmbH based in Vienna, Austria, with Wacker Neuson GmbH in May 2011. It was not previously consolidated within the Group due to its minor impact on the Group's assets, fi nancials and earnings.
- J Wacker Neuson Wohnungsbau GmbH was merged with Wacker Neuson Immobilien GmbH with retroactive effect from January 1, 2011. In December 2011, Wacker Neuson Immobilien GmbH was included in the consolidation structure, with retroactive effect from January 1, 2011.
No other signifi cant acquisitions or disposals were made in fi scal 2011 and 2012.
Consolidation principles
The Consolidated Financial Statements are based on the annual fi nancial statements of the domestic and foreign companies included in the Group, which were prepared in accordance with IFRS. The annual fi nancial statements of these companies were prepared according to the uniform accounting and valuation methods applied by the Group.
Equity was consolidated according to the acquisition method. For the fi rst consolidation of subsidiaries, all identifi able assets, liabilities and contingent liabilities of the acquired companies are recognized at fair values.
During initial consolidation, positive balances remain after reevaluation of all hidden assets and liabilities. These are capitalized as goodwill resulting from equity consolidation and are subject to an annual impairment test. To carry out the impairment test, this goodwill is allocated to the cashgenerating units of the Group likely to benefi t from the merger.
Receivables and payables as well as purchases and sales between consolidated Group affi liates have been eliminated. Group inventories and fi xed assets have been adjusted for intra-Group profi ts and losses.
| City | Country | Wacker Neuson SE | Segment | ||
|---|---|---|---|---|---|
| Company Name | shareholding as a % | ||||
| direct | indirect | ||||
| Wacker Neuson Produktion GmbH & Co. KG | Munich | Germany | 100 | Europe | |
| Wacker Neuson PGM Verwaltungs GmbH | Munich | Germany | 100 | Europe | |
| Wacker Neuson Vertrieb Deutschland GmbH & Co. KG | Munich | Germany | 100 | Europe | |
| Wacker Neuson SGM Verwaltungs GmbH | Munich | Germany | 100 | Europe | |
| Wacker Neuson Vertrieb Europa GmbH & Co. KG | Munich | Germany | 100 | Europe | |
| Wacker Neuson SEM Verwaltungs GmbH | Munich | Germany | 100 | Europe | |
| Weidemann GmbH | Diemelsee-Flechtdorf | Germany | 100 | Europe | |
| Wacker Neuson Pty Ltd | Springvale (near Melbourne) | Australia | 100 | Asia-Pacifi c | |
| Wacker Neuson Máquinas Ltda. | Jundiaí (near São Paolo) | Brazil | 100 | Americas | |
| Wacker Neuson Ltda. | Huechuraba (near Santiago) | Chile | 100 | Americas | |
| Wacker Neuson Limited | Hong Kong | China | 100 | Asia-Pacifi c | |
| Wacker Neuson Machinery Trading (Shenzhen) Ltd. Co. |
Shenzhen | China | 100 | Asia-Pacifi c | |
| Wacker Neuson ApS | Karlslunde | Denmark | 100 | Europe | |
| Wacker Neuson S.A.S. | Brie Comte Robert (near Paris) France | 100 | Europe | ||
| Wacker Neuson Ltd. | Waltham Cross (near London) | Great Britain | 100 | Europe | |
| Wacker Neuson Equipment Private Ltd. | Bangalore | India | 100 | Asia-Pacifi c | |
| Wacker Neuson srl con socio unico | San Giorgio di Piano (near Bologna) |
Italy | 100 | Europe | |
| Wacker Neuson Ltd. | Mississauga (near Toronto) | Canada | 100 | Americas | |
| Wacker Neuson S.A. de C.V. | Mexico City | Mexico | 100 | Americas | |
| Wacker Neuson B.V. | Amersfoort | Netherlands | 100 | Europe | |
| Wacker Neuson AS | Hagan (near Oslo) | Norway | 100 | Europe | |
| Wacker Neuson Beteiligungs GmbH | Leonding (near Linz) | Austria | 100 | Europe | |
| Wacker Neuson Linz GmbH | Leonding (near Linz) | Austria | 100 | Europe | |
| Wacker Neuson Rhymney Ltd. | Tredegar | Great Britain | 100 | Europe | |
| Wacker Neuson Kragujevac d.o.o. | Kragujevac | Serbia | 100 | Europe | |
| Wacker Neuson Lapovo d.o.o. | Lapovo | Serbia | 100 | Europe | |
| Kramer-Werke GmbH | Pfullendorf | Germany | 95 | Europe | |
| PADEM Grundstücks-Vermietungs- gesellschaft mbH & Co. Objekt Gutmadingen KG |
Düsseldorf | Germany | 90 | Europe | |
| STG Stahl- und Maschinenbautechnik Gutmadingen GmbH |
Geisingen | Germany | 95 | Europe | |
| Wacker Neuson Grundbesitz GmbH & Co. KG |
Pfullendorf | Germany | 95 | Europe | |
| Wacker Neuson Grundbesitz Verwaltungs GmbH |
Pfullendorf | Germany | 95 | Europe | |
| Wacker Neuson Immobilien GmbH | Überlingen | Germany | 95 | Europe | |
| Wacker Neuson GmbH | Vienna | Austria | 100 | Europe | |
| Wacker Neuson Manila, Inc. | Dasmariñas (near Manila) | Philippines | 100 | Asia-Pacifi c | |
| Wacker Neuson Sp. z.o.o. | Jawczyce (near Warsaw) | Poland | 100 | Europe | |
| Wacker Neuson GmbH | Moscow | Russia | 100 | Europe | |
| Wacker Neuson AB | Södra Sandby (near Malmö) | Sweden | 100 | Europe | |
| Drillfi x AG | Volketswil (near Zurich) | Switzerland | 100 | Europe | |
| Wacker Neuson AG | Volketswil (near Zurich) | Switzerland | 100 | Europe | |
| Wacker Neuson, S.A. | Torrejón de Ardoz (near Madrid) |
Spain | 100 | Europe | |
| Wacker Neuson (Pty) Ltd | Florida (near Johannesburg) | South Africa | 100 | Europe | |
| Wacker Neuson Limited | Samutprakarn (near Bangkok) | Thailand | 100 | Asia-Pacifi c | |
| Wacker Neuson s.r.o. | Prague | Czech Republic |
100 | Europe | |
| Wacker Neuson Makina Limited irketi | Küçükbakkalköy (near Istanbul) |
Turkey | 100 | Europe | |
| Wacker Neuson Kft. | Törökbálint (near Budapest) | Hungary | 100 | Europe | |
| Wacker Neuson Corporation | Menomonee Falls (near Milwaukee) |
USA | 100 | Americas | |
| Wacker Neuson Logistics Americas LLC | Menomonee Falls (near Milwaukee) |
USA | 100 | Americas | |
| Wacker Neuson Production Americas LLC | Menomonee Falls (near Milwaukee) |
USA | 100 | Americas | |
| Wacker Neuson Sales Americas LLC | Menomonee Falls (near Milwaukee) |
USA | 100 | Americas |
Consolidation transactions affecting income are subject to deferred tax, whereby deferred tax assets and deferred tax liabilities are offset provided that the term of payment and the creditors are the same.
Exchange differences
Transactions carried out in foreign currencies are recognized at the exchange rate applicable at the time of the transaction. Nominal assets and liabilities in foreign currencies are converted at the exchange rate effective at the balance sheet date. The resulting exchange differences are recognized in the income statement.
Annual fi nancial statements of consolidated Group members that are prepared in foreign currencies have been translated into euros according to the concept of the functional currency. The functional currency is taken to refer to the relevant national currency, with the exception of the Philippines (US dollar) and Hungary (euro). Thus, assets and liabilities are translated at the spot rates of exchange effective at the balance sheet date, whereas income and expenses are translated at the average annual rates of exchange.
Exchange differences arising from the application of different exchange rates for balance sheets and income statements are recorded directly as a separate item of equity and thus have no impact on the fi nancial result.
With respect to exchange differences without effects on profi ts, please refer to the statement of changes in equity.
The exchange rates of the main currencies relevant to the Group are as follows:
| 1 euro equals | 2012 | 2011 | 2012 | 2011 | |
|---|---|---|---|---|---|
| Annual average rates | Rates at balance sheet date1 | ||||
| Australia | AUD | 1.2447 | 1.3435 | 1.2712 | 1.2723 |
| Brazil | BRL | 2.5334 | 2.3379 | 2.7011 | 2.4133 |
| Chile | CLP | 628.7386 | 677.9169 | 631.6330 | 672.9434 |
| Denmark | DKK | 7.4452 | 7.4496 | 7.4610 | 7.4342 |
| Great Britain | GBP | 0.8119 | 0.8713 | 0.8161 | 0.8353 |
| Hong Kong | HKD | 10.0296 | 10.8960 | 10.2260 | 10.0510 |
| India | INR | 68.9458 | 65.4150 | 72.4700 | 68.6396 |
| Japan | JPY | 103.4892 | 111.3208 | 113.6100 | 100.2000 |
| Canada | CAD | 1.2906 | 1.3805 | 1.3137 | 1.3215 |
| Mexico | MXN | 16.9543 | 17.4275 | 17.1900 | 18.0985 |
| Norway | NOK | 7.4615 | 7.7809 | 7.3483 | 7.7540 |
| New Zealand | NZD | 1.5877 | 1.7545 | 1.6045 | 1.6737 |
| Philippines | USD | 1.2932 | 1.4000 | 1.3194 | 1.2939 |
| Poland | PLN | 4.1677 | 4.1380 | 4.0740 | 4.4580 |
| Russia | RUB | 40.1080 | 41.0387 | 40.3295 | 41.7650 |
| Sweden | SEK | 8.6839 | 9.0070 | 8.5820 | 8.9120 |
| Switzerland | CHF | 1.2044 | 1.2318 | 1.2072 | 1.2156 |
| South Africa | ZAR | 10.5800 | 10.1436 | 11.1727 | 10.4830 |
| Thailand | THB | 40.0571 | 42.7719 | 40.3470 | 40.9910 |
| Czech Republic | CZK | 25.1395 | 24.5996 | 25.1510 | 25.7870 |
| Turkey | TRY | 2.3148 | 2.3554 | 2.3551 | 2.4432 |
| Hungary | HUF | 288.2142 | 280.6692 | 292.3000 | 314.5800 |
| USA | USD | 1.2932 | 1.4000 | 1.3194 | 1.2939 |
1 Rates at the balance sheet date: rates on the last working day of the year.
Changes to reporting
The following changes have been applied to reporting as of Q2 2012:
Income statement
The term "diluted and undiluted" is now used in conjunction with earnings per share. There was no share dilution effect in this or previous reporting periods. The fi nancial result is presented under "investment income" and "investment expense" and these items are not offset.
Balance sheet
The item "long-term borrowings" exclusively refers to fi nancial liabilities. We have therefore changed this term to "long-term fi nancial borrowings".
Cash fl ow statement
The information previously shown under "proceeds/income from short-term/long-term borrowings" will now be reported separately under the items "cash receipts from short-term/longterm borrowings" and "repayments from short-term/long-term borrowings".
The equivalent fi gures from the previous year were adjusted in line with these changes.
Accounting and valuation methods
Recognition of profi ts and revenue
In the case of contracts for the sales of goods, profi ts are realized when the goods are delivered (passing of risk), whereas profi ts arising from the provision of services are realized on completion of the work. In the case of long-term service contracts, such as hire-purchase, profi ts are realized on a pro-rata, straight-line basis over the duration of the service agreement. Operating expenses are recognized in profi t or loss when the service has been rendered, or at the date the costs are incurred. Interest income is accrued based on the outstanding principal of the loan and the applicable interest rates.
Property, plant and equipment
In accordance with IAS 16, tangible assets are recognized at acquisition costs less scheduled straight-line depreciation. Property, plant and equipment is derecognized on disposal or when it is withdrawn from use.
Financing costs are capitalized provided there is a qualifi ed underlying asset.
Investment properties
Land and buildings held for the purpose of generating rental revenue are disclosed at net book value. Straight-line depreciation occurs using the pro rata temporis method.
Goodwill/acquisitions
Acquisitions are reported according to the acquisition method. Consequently, income of an acquired company is included in the Consolidated Financial Statements as of the date of acquisition. For foreign companies that are acquired or founded, related acquisition costs are converted to euros at the spot rate effective at the date of purchase.
Reported goodwill is subject to an impairment test at the end of each fi scal year to verify its value. Goodwill is not subject to scheduled straight-line amortization.
Intangible assets
Intangible assets with a limited useful life are capitalized at acquisition cost and amortized on a straight-line basis depending on their projected useful life.
Intangible assets with an unlimited useful life are not subject to scheduled amortization but are tested for impairment at least once a year.
Financing costs are capitalized provided there is a qualifi ed underlying asset.
Leases
When the Group is the lessee
Leasing transactions regarding tangible assets in which the Group as the lessee bears all material risks and rewards from the use of the leased object are treated as fi nance leases according to IAS 17. In such cases, the lessee recognizes the leased object as an asset in the balance sheet and the payment obligation of future lease installments is disclosed as a liability item. Treatment as a fi nance lease leads to a depreciation expense on the income statement, dependent upon the useful life of the leased object and the related interest expense.
All other leasing contracts are classifi ed as operating leases. In such cases, the leasing installments or the rental payments are distributed on a straight-line basis over the duration of the leasing contract and shown directly as an expense in the income statement.
Inventories
Inventories of work in process and fi nished products, as well as raw materials and supplies, are valued at their acquisition or manufacturing costs, in accordance with IAS 2. To the extent that acquisition and manufacturing costs of inventories are above fair value, they are written down to net realizable value at the balance sheet date. The net realizable value corresponds to the estimated realizable sales price under normal business conditions, less estimated manufacturing and sales costs. If the net realizable value of formerly written-down inventories has increased, corresponding write-ups will be made.
In determining acquisition costs, incidental acquisition costs are added and rebates on purchase prices are deducted. Manufacturing costs include all expenses which are allocable either directly or indirectly to the manufacturing process.
Acquisition and manufacturing costs for inventories were, for the main part, determined on the basis of the FIFO (fi rst in, fi rst out) method; in other words, on the assumption that those assets that were acquired fi rst will be consumed fi rst. The moving average cost procedure is also used to simplify valuation. Production orders are not included.
Financial instruments and hedging transactions
Non-derivative fi nancial instruments
Non-derivative fi nancial instruments as disclosed on the assets side of the balance sheet comprise investments, marketable securities and receivables. Marketable securities and investments are measured at fair value and recognized under "Available-for-sale fi nancial instruments". Receivables are recognized at amortized cost. Assets are recognized in the balance sheet for the fi rst time when a Group company becomes party to a contract. Financial assets are recognized as of the day of performance. Assets are derecognized upon transfer of ownership or expiration of contractual rights to cash fl ows.
The carrying amounts of assets valued at amortized cost are verifi ed if there is any indication that the book value exceeds the useful value or the net realizable value (impairment test). Should the book value exceed the net realizable value, the asset is written down.
Trade receivables and other receivables are recognized at their nominal values less allowance for doubtful accounts based on the probable default risk. Non-current receivables are discounted at standard interest rates.
Credit balances with fi nancial institutions are recognized at their nominal values. Financial liabilities are categorized according to type and intended purpose in line with IAS 39.9. All fi nancial liabilities for the Group were classed as other fi nancial liabilities as defi ned by IAS 39.9. They are initial recognized at acquisition cost, which corresponds to the fair value through profi t or loss of the consideration received. Transaction costs are included here. In subsequent years, all liabilities are measured at amortized cost using the effective interest method.
Derivative fi nancial instruments
The Wacker Neuson Group utilized standard fi nancial instruments such as interest rate swaps/caps and foreign exchange forward contracts exclusively for hedging purposes and to minimize risks. These kinds of fi nancial instruments are organized centrally and always have a corresponding underlying transaction.
Derivative fi nancial instruments are utilized to hedge against interest rate risks and exchange rate risks. The goal of hedging activities is to reduce risks arising from variable interest rate borrowing and future transactions in foreign currencies. Their maturities are termed to match the terms of the corresponding underlying transactions and range from several months to several years.
Derivative fi nancial instruments are recognized at fair value when the contract is entered into and also when the contract is subsequently reevaluated at the respective closing date. The fair values are calculated based on market information available on the closing date and with the help of recognized actuarial principles.
Recognition of gains and losses from derivative fi nancial instruments is subject to the requirements for hedge accounting as set forth in IAS 39. To this end, upon initiation of such a transaction, both the hedging instrument and the underlying transaction are compared and the goals for risk management and the underlying strategy are documented. The Group verifi es initially and continually whether or not the derivatives in a hedging relationship will effectively compensate for the changes in cash fl ow of the underlying transactions. Derivative fi nancial instruments that do not satisfy hedge accounting requirements are allocated to the assets or liabilities held for trading and designated at fair value through profi t or loss when fi rst recognized and also in subsequent fi scal years. Profi ts and losses realized through fair value fl uctuations are immediately recognized.
The interest rate swap employed by the Group is treated as a cash fl ow hedge in the balance sheet and changes in fair value in the effective part are recorded directly in other equity. None of the interest rate swaps fulfi lled the formal requirements of hedge accounting. They are therefore all recognized in the balance sheet as assets held for trading. Similarly, the forward exchange contracts currently used do not formally qualify as effective hedging relationships as set forth in IAS 39 and are therefore also recognized as assets/liabilities held for trading. The hedge relationship with the underlying transaction is always established via the contractual partner. In 2011, derivatives terminated prematurely under hedge accounting (interest rate swap, forward exchange transactions, both booked under cash fl ow hedges) were derecognized by releasing the equity reserve to the income statement.
Research and development
Research expenses are recognized in the consolidated income statement in the period in which they are incurred.
Development costs are capitalized, providing the criteria as set forth in IAS 38.57 onwards are fulfi lled.
Development costs capitalized from 2008 onward are written down over a period of six years. Development costs capitalized prior to 2008 are written down over a period of four to fi ve years. Amortization is calculated using the straight-line method.
Trade receivables and other assets
Both trade receivables and other assets are principally valued at amortized cost. They are, as a rule, valued at nominal value prior to allowances for uncollectable accounts. Provided they are fi nancial instruments, they are classifi ed in the category "loans and receivables". Allowances are recognized for the full amount for those receivables and other current assets for which there is a high probability of default. Furthermore, general credit, interest and cash discount risks are recognized.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, checks and demand deposits. They belong to the category "loans and receivables" and have maturities of three months or less. Cash and cash equivalents are recognized at current value, which, for liquid funds, is equivalent to the nominal value in euro.
Non-current assets held for sale
Non-current assets or groups of assets and liabilities are treated in the balance sheet as being held for sale as defi ned by IFRS 5 if their carrying value is principally realized through a sale transaction rather than through continued use. Assets classifi ed according to IFRS 5 are valued at the lower of carrying amount or fair value less costs to sell. Property, plant and equipment held for sale is not subject to scheduled depreciation.
Government subsidies
Government subsidies are only recognized if there is reasonable assurance that the relevant criteria are fulfi lled and the funding will be approved. Subsidies are recognized by reducing the book value of the asset. The subsidy is then recognized as income through a reduced write-down value over the duration of the depreciable asset's useful life.
Pensions and similar obligations
Provisions for pensions and similar obligations from defi ned benefi t plans are recognized following the projected unit credit method, taking into consideration future adjustments to remuneration and pension payments in compliance with the regulations as set forth in IAS 19R.
Pension obligations in Germany are calculated using the demographic tables for 2005 G developed by Prof. Klaus Heubeck. Pension obligations abroad are calculated using accounting principles and parameters specifi c to the corresponding country.
Service costs for vested rights to future pension payments result from the changes in the present value of the obligation. The interest portion of the increase in pension provisions is disclosed under fi nancial results. Payments under defi ned contribution benefi t plans are recognized directly as an expense.
Other provisions
Other provisions are recognized in accordance with IAS 37 if the Group has a present legal or constructive obligation as a result of a past event which will probably result in an outfl ow of resources with economic benefi ts and a reliable estimate of the amount can be made. Other provisions are made for all recognizable obligations. Valuation is based on estimations of the expected settlement amount on due consideration of all business circumstances. Provisions that are due after more than one year and for which the payment amounts and due dates can be reliably estimated are measured at discounted present value.
Other provisions are recognized for all identifi able risks as well as for all contingent liabilities in the amount of the probable occurrence.
Financial liabilities
Financial liabilities are recognized at amortized cost by applying the effective interest method and are disclosed under fi nancial liabilities recognized at amortized cost.
Deferred tax liabilities
Deferred and current tax is calculated in line with IAS 12.
Deferred tax assets and liabilities are recognized for temporary differences between carrying amounts and corresponding tax bases, for consolidation transactions recognized in the income statement and for tax loss carry-forwards.
Deferred tax assets on tax loss carry-forwards are only recognized if the associated reductions in tax are likely to arise in the next fi ve years (maximum) and if they will be applicable in subsequent periods. Deferred tax was recognized for loss carry-forwards in the year under review.
Deferred tax is calculated at the tax rate valid or approved at the balance sheet date of the company likely to be affected by the reversal effects.
Changes to deferred tax in the balance sheet result in deferred tax expense or income. If any movements that necessitate a change in deferred tax are charged directly to equity, the resulting change to deferred tax is also recognized directly in equity.
Material discretionary decisions, estimates and assumptions
In preparing the Consolidated Financial Statements, it has been necessary to make estimates and assumptions which may infl uence the carrying amounts of assets and liabilities, income and expenses as well as contingent liabilities. The following signifi cant estimates and assumptions, together with the uncertainties associated with the accounting and valuation methods applied are crucial in understanding the underlying risks of the fi nancial report and the impact these estimates, assumptions and uncertainties could have on the Consolidated Financial Statements:
The value of goodwill, assets with an unlimited useful life, development costs (at least one impairment test per year)
The company carries out an impairment test on goodwill, intangible assets of unlimited useful life and capitalized development costs once a year or more often if there is indication that an asset has been impaired. This involves making estimates regarding the forecast and discounting of future cash fl ows. In December 2012, a write-down in the amount of EUR K 750 was made on goodwill attributed to Wacker Neuson GmbH (Austria)/BAUMA operations following the annual impairment test. For more information on the assumptions indicating impairment and the sensitivity of these assumptions, please refer to item 10 "Intangible Assets" in these Notes.
Indications for tangible and intangible asset impairment (specifi c to events or circumstances)
At each closing date, the Group determines whether there are any grounds to assume that the book value of a tangible asset or an item under other intangible assets has been impaired. In June 2012, a one-off impairment loss in the amount of EUR K 516 was reported on an investment property in Tredegar, UK. This non-cash, one-off write-down resulted from the purchase price allocation (PPA) originally set in connection with the 2007 merger. It is allocated to the European segment. In fi scal 2012, no further grounds were identifi ed that would indicate tangible or intangible asset impairment.
Useful lives of tangible assets and other intangible assets
At the end of each fi scal year, the Group assesses the estimated useful lives of tangible assets and other intangible assets. Company management assumes that the assessments of the relevant expected useful lives are appropriate. Estimations did not need to be adjusted in 2012. For information on useful lives, please refer to items 8 "Property, Plant and Equipment" to 10 "Intangible Assets" in these Notes.
Taxes on income and earnings
At each closing date, the Group determines whether the probability of future tax benefi ts is suffi cient to justify deferred tax assets. The recognized deferred tax assets may be reduced if the estimates regarding scheduled tax income and the tax benefi ts realizable through available tax strategies are lowered, or should changes to current tax legislation restrict the timeframe or feasibility of future tax benefi ts. Refer to item 6 "Taxes on income" in these Notes for more detailed information.
Employee benefi ts
Pensions and similar obligations are calculated in accordance with actuarial valuations. These valuations are based on a number of factors including statistical values in order to anticipate future events. These factors include actuarial assumptions such as the discount rate, expected return on plan assets, expected salary increases and mortality rates. These actuarial assumptions can deviate considerably from the actual obligations as a result of changed market and economic conditions, resulting in a change in the associated future commitment. For more detailed information, please refer to item 18 "Provisions for pensions and similar obligations" in these Notes.
Legal risks
Legal risks result from legal action against Wacker Neuson SE or individual Group members. The outcome of these disputes could have a substantial impact on Group assets, fi nancials and earnings. Group management regularly analyzes the current information available about these cases and builds provisions to cover probable obligations. Assessments are performed by internal and external lawyers. When reaching a decision on the need to recognize provisions, Group management takes suffi cient account of the probability of an unfavorable outcome and takes due care to estimate the amount of the obligation suffi ciently reliably.
Explanatory comments on the income statement
1 Revenue
With respect to the presentation and composition of revenue by geographic regions and by business segments, please refer to the section on segment reporting.
2 Other income
| in € K | 2012 | 2011 |
|---|---|---|
| Proceeds from sale of property, | ||
| plant and equipment | 2,468 | 5,336 |
| Foreign exchange gains | 6,659 | 5,423 |
| Rental income on investment | ||
| properties | 1,900 | 1,864 |
| Gains on foreign-exchange | ||
| forward contracts | 743 | 681 |
| Recovery of receivables written off | 187 | 131 |
| Insurance reimbursements | 136 | 103 |
| Reversal of Neuson | ||
| brand impairment | 0 | 10,798 |
| Gains on foreign-exchange | ||
| forward contracts | 0 | 1,461 |
| Reimbursements for personnel | 0 | 54 |
| Other income | 2,979 | 3,764 |
| Total | 15,072 | 29,615 |
In January 2012, the Group sold real estate in Tokyo, Japan, that had previously been disclosed under "non-current assets held for sale". The sale generated income in the amount of EUR 1.7 million, which was recognized under " Proceeds from sale of property, plant and equipment". Other items include income from the sale of scrap and income from derecognizing liabilities.
3 Personnel expenses
Personnel expenses are composed as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Wages and salaries | 178,629 | 155,707 |
| Social security contributions | 39,673 | 34,056 |
| Other personnel costs | 16,569 | 10,813 |
| Expenses for pensions | 4,042 | 2,673 |
| Total | 238,913 | 203,249 |
The expenses for pensions include the expense for pension benefi ts without the interest portion of the additions to provisions for pensions, which is recognized under fi nancial results.
Other personnel costs include redundancy payments to the following extent:
| in € K | 2012 | 2011 |
|---|---|---|
| Redundancy payments | 3,154 | 1,764 |
The average number of employees broken down according to fi elds of activity is as follows for the period under review:
| in € K | 2012 | 2011 |
|---|---|---|
| Management | 47 | 32 |
| Administration | 299 | 278 |
| Sales | 833 | 741 |
| Service | 564 | 568 |
| Logistics | 245 | 205 |
| Production and technology | 1,784 | 1,382 |
| Other (cleaning staff, trainees) | 186 | 142 |
| Total | 3,958 | 3,348 |
4 Other operating expenses
| in € K | 2012 | 2011 |
|---|---|---|
| Realized exchange losses | 8,182 | 6,304 |
| Wacker Neuson GmbH (Austria)/ BAUMA operations |
750 | 0 |
| Losses on the disposal of property, plant and equipment |
1,650 | 220 |
| Other expenses | 1,589 | 493 |
| Total | 12,171 | 7,017 |
For information on the write-down of goodwill attributable to Wacker Neuson GmbH (Austria)/BAUMA operations, please refer to item 10 "Intangible assets" in these Notes.
5 Financial result
a) Financial income
| in € K | 2012 | 2011 |
|---|---|---|
| Interest and similar income | 1,571 | 2,956 |
| Income on disposals of fi nancial | ||
| assets | 56 | 0 |
| Total | 1,627 | 2,956 |
b) Financial expense
| in € K | 2012 | 2011 |
|---|---|---|
| Interest and similar expense | -8,541 | -5,271 |
| Expenses on disposals of fi nancial | ||
| assets | -111 | -47 |
| Unrealized gains and losses | -36 | -1,079 |
Interest expenses include expenses for interest resulting from fi nance lease contracts in the amount of EUR K 31 (previous year: EUR K 33).
6 Taxes on income
Expense for taxes on income is composed as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Current tax expense | 28,063 | 31,461 |
| Deferred tax expense | -4,928 | 2,423 |
| Total | 23,135 | 33,884 |
Reconciliation of calculated tax to actual tax expense:
| in € K | 2012 | 2011 |
|---|---|---|
| EBT | 77,838 | 120,309 |
| Tax at the applicable rate: 28.74% | ||
| (previous year: 30.25%) | 22,371 | 36,393 |
| Variance in Group tax rates | 1,085 | -4,676 |
| Tax effects of non-deductible | ||
| expenses and tax-exempt income | -358 | 2,315 |
| Other | 37 | -148 |
| Total | 23,135 | 33,884 |
In some cases, the items "tax effects of non-deductible expenses and tax-exempt income" and "Other" may contain expenses and income from a period other than the period under review.
Taxes on income are calculated by applying the Group's uniform tax rate of 28.74 percent (previous year: 30.25 percent) to the profi t before tax.
Our tax assessment for the current year is based on a corporate income tax rate of 15.83 percent (previous year: 15.00 percent) and a solidarity surcharge of 5.5 percent. Trade tax is set at a uniform 3.5 percent.
Actual netted income tax receivables on the closing date amounted to EUR K 3,080 (previous year: EUR K 521).
Deferred tax assets and liabilities are allocated to the following balance sheet items:
| in € K | 2012 | 2011 |
|---|---|---|
| Deferred tax assets | ||
| Valuation differences: inventories | 17,273 | 10,955 |
| Valuation differences: assets | 12,412 | 5,432 |
| Valuation differences: provisions | ||
| for pensions | 946 | 2,125 |
| Valuation differences: liabilities | 618 | 470 |
| Valuation differences: receivables | 457 | 373 |
| Loss carry-forwards | 0 | 2,154 |
| Other | 0 | 118 |
| Total | 31,706 | 21,627 |
| Deferred tax liabilities | ||
| Recognition and valuation | ||
| differences: intangible assets | -25,542 | -23,857 |
| Valuation differences: tangible | ||
| assets | -15,115 | -11,282 |
| Netted deferred tax assets and liabilities |
||
| Valuation differences: provisions | ||
| for pensions | 4,406 | 2,125 |
| Loss carry-forwards | 776 | 763 |
| Valuation differences: inventories | 315 | 617 |
| Other | 1,687 | 1,628 |
| Total | -33,473 | -30,006 |
Deferred tax recognized in the consolidated balance sheet arises from deferred tax recognized in the balance sheets of individual Group companies. Deferred tax assets and liabilities were netted at the level of the individual company as appropriate. This netting is accounted for in the above table by the positive amounts under the heading deferred tax liabilities.
The tax loss carry-forwards for which no deferred tax entitlement was recognized in the balance sheet amount to EUR K 13,404 (previous year: EUR K 7,783).
With respect to deferred tax assets, EUR K 1,234 (previous year: EUR K 1,362) are allocable to individual companies which incurred losses in the current or prior reporting period. The reason for the capitalization lies in the improved earnings situation in subsequent years.
Deferred taxes from derivative fi nancial instruments in the amount of EUR K 0 (previous year: EUR K 5) were charged directly to equity.
7 Earnings per share
| in € K | 2012 | 2011 |
|---|---|---|
| Earnings of the current period attributable to shareholders |
||
| in € K | 54,131 | 85,830 |
| Weighted average number of shares | ||
| outstanding during current period | 70,140 | 70,140 |
| Undiluted earnings per share in € | 0.77 | 1.22 |
| Diluted earnings per share in € | 0.77 | 1.22 |
According to IAS 33, earnings per share are calculated by dividing the total profi t/loss for the period attributable to Wacker Neuson SE shareholders by the weighted average number of shares issued.
There was no share dilution effect in the reporting period shown.
Explanatory Comments on the Balance Sheet
8 Property, plant and equipment
| Payments | |||||
|---|---|---|---|---|---|
| Offi ce and | on account/ | ||||
| Land and | Machinery and | other equip | Assets under | ||
| in € K | buildings | equipment | ment | construction | Total |
| Acquisition costs | |||||
| Balance at January 1, 2012 | 251,643 | 219,480 | 73,591 | 45,371 | 590,085 |
| Exchange rate differences | 54 | 146 | 41 | -28 | 213 |
| Change in consolidation structure | 138 | 1,815 | 550 | 1,085 | 3,588 |
| Additions | 8,735 | 51,351 | 15,135 | 18,724 | 93,945 |
| Disposals | -11,906 | -40,187 | -7,640 | -118 | -59,851 |
| Transfers | 51,022 | 9,078 | 1,729 | -62,728 | -899 |
| Balance at December 31, 2012 | 299,686 | 241,683 | 83,406 | 2,306 | 627,081 |
| Accumulated depreciation | |||||
| Balance at January 1, 2012 | 61,893 | 131,634 | 47,628 | 0 | 241,155 |
| Exchange rate differences | -177 | -245 | -2 | 0 | -424 |
| Additions | 7,759 | 29,160 | 9,400 | 0 | 46,319 |
| Disposals | -5,431 | -33,088 | -6,875 | 0 | -45,394 |
| Transfers | -651 | 138 | -137 | 0 | -650 |
| Balance at December 31, 2012 | 63,393 | 127,599 | 50,014 | 0 | 241,006 |
| Book value at December 31, 2011 | 189,750 | 87,846 | 25,963 | 45,371 | 348,930 |
| Book value at December 31, 2012 | 236,293 | 114,084 | 33,392 | 2,306 | 386,075 |
| Useful life in years | 1–50 | 1–20 | 1–27 |
| Payments | |||||
|---|---|---|---|---|---|
| Offi ce and | on account/ | ||||
| Land and | Machinery and | other equip | Assets under | ||
| in € K | buildings | equipment | ment | construction | Total |
| Acquisition costs | |||||
| Balance at January 1, 2011 | 221,836 | 193,469 | 68,325 | 22,685 | 506,315 |
| Exchange rate differences | 544 | 819 | -167 | -277 | 919 |
| Additions | 16,653 | 37,186 | 9,929 | 43,023 | 106,791 |
| Disposals | -2,264 | -13,373 | -4,836 | -1,169 | -21,642 |
| Transfers | 14,874 | 1,379 | 340 | -18,891 | -2,298 |
| Balance at December 31, 2011 | 251,643 | 219,480 | 73,591 | 45,371 | 590,085 |
| Accumulated depreciation | |||||
| Balance at January 1, 2011 | 56,423 | 112,998 | 44,317 | 0 | 213,738 |
| Exchange rate differences | 324 | 799 | -36 | 0 | 1,087 |
| Additions | 6,453 | 26,566 | 7,674 | 0 | 40,693 |
| Disposals | -912 | -8,652 | -4,404 | 0 | -13,968 |
| Transfers | -395 | -77 | 77 | 0 | -395 |
| Balance at December 31, 2011 | 61,893 | 131,634 | 47,628 | 0 | 241,155 |
| Book value at December 31, 2010 | 165,413 | 80,471 | 24,008 | 22,685 | 292,577 |
| Book value at December 31, 2011 | 189,750 | 87,846 | 25,963 | 45,371 | 348,930 |
| Useful life in years | 1–50 | 1–20 | 1–27 |
Amounts recognized for land and buildings as well as offi ce and other equipment include the book values of fi nance lease contracts. For further information on this, please refer to item 25 "Other fi nancial liabilities" in these Notes. Machinery and equipment includes rental equipment.
Capitalized borrowing costs only had a minor impact in 2012.
Total write-downs on property, plant and equipment, investment property and intangible assets reported in the Group income statement amounted to EUR K 55,845 (previous year: EUR K 49,611).
9 Investment properties
The table below shows the development of investment properties held during the years 2011 and 2012:
| in € K | 2012 | 2011 |
|---|---|---|
| Acquisition costs | ||
| Balance at January 1 | 30,502 | 24,945 |
| Exchange rate differences | 169 | -6 |
| Additions from changes to the consolidation structure |
0 | 3,294 |
| Additions | 0 | 0 |
| Disposals | 0 | 0 |
| Transfers | 978 | 2,269 |
| Balance at December 31 | 31,649 | 30,502 |
| Accumulated depreciation | ||
| Balance at January 1 | 9,225 | 7,754 |
| Exchange rate differences | 75 | 35 |
| Additions | 1,032 | 1,041 |
| Disposals | 0 | 0 |
| Transfers | 651 | 395 |
| Balance at December 31 | 10,983 | 9,225 |
| Book value on January 1 | 21,277 | 17,191 |
| Book value on December 31 | 20,666 | 21,277 |
The item "Additions from changes to the consolidation structure" refers to Wacker Neuson Immobilien GmbH in Pfullendorf in 2011. The real estate in question is rented to third parties for residential and commercial purposes.
The profi t derived from investment properties is shown in the table below:
| in € K | 2012 | 2011 |
|---|---|---|
| Rental income | 1,900 | 1,864 |
| Depreciation and amortization | -1,032 | -1,041 |
| Other expenses | -288 | -169 |
| Total | 580 | 654 |
The depreciation and amortization item includes a one-off writedown on land and buildings in Tredegar, UK, in the amount of EUR K 516 (previous year: EUR K 813). Depreciation and amortization is allocated to the European segment.
Investment properties include the land and buildings listed below, which have all been rented to third parties or are intended to be rented to third parties.
The reported depreciation methods and useful lives only affect the buildings listed.
| Property | Book value in € K | Fair value in € K | Calculation method | Depreciation method | Useful life |
|---|---|---|---|---|---|
| Germany | 16,238 | 23,401 | |||
| Dortmund | 133 | 171 | Discounted cash fl ow | linear | 33 years |
| Gutmadingen | 1,219 | 5,250 | Survey/German income approach | linear | 33 years |
| Überlingen | 14,886 | 17,980 | Survey/German income approach | linear | 33–50 years |
| Great Britain | 4,186 | 4,186 | Offi cial market prices | – | – |
| Spain | 210 | 221 | Survey/German income approach | linear | 50 years |
| South Africa | 32 | 322 | Offi cial market prices | – | – |
10 Intangible assets
a) Goodwill
Goodwill developed as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| As at January 1 | 237,509 | 236,550 |
| Addition | 0 | 750 |
| Impairment | -750 | 0 |
| Foreign currency fl uctuations | -156 | 209 |
| As at December 31 | 236,603 | 237,509 |
During the period under review, goodwill attributed to Wacker Neuson GmbH (Austria)/BAUMA operations was written down in the full amount of EUR K 750.
b) Other intangible assets
see fi g. p. 147
The expected residual useful lives and residual book values of other intangible assets are as follows:
| Book value | Book value | ||
|---|---|---|---|
| on Dec. 31, | on Dec. 31, | ||
| in € K | 2012 | 2011 | Useful life |
| Brands | 64,838 | 64,838 | indefi nite |
| Technologies | 2,627 | 6,094 | max. 1 year |
| Customer base | 1,847 | 2,401 | 5 years |
| Total | 69,312 | 73,333 |
Furthermore, other intangible assets include EUR K 22,000 for the brand name "Weidemann" resulting from the acquisition of Weidemann GmbH in 2005. Due to the strong market position of Weidemann GmbH, the brand name and trademark are considered to have an indefi nite useful life.
EUR K 42,838 was recognized for the brand name in connection with the merger with the Neuson Kramer Group. This is also considered to have an indefi nite useful life due to the company's strong market position. Wacker Neuson SE does not own the "Neuson" logo. This is owned by the PIN Private Trust (PIN Privatstiftung), which is part of the group founded by the Chairman of the Supervisory Board, Hans Neunteufel. Subject to certain guidelines, however, the company has an exclusive, irrevocable and unlimite d license to use this brand in conjunction with the name "Wacker". The annual impairment test carried out in December 2011 resulted in the full reversal of brand impairment recognized in the income statement in 2009. This corresponded to non-recurring income in the amount of EUR K 10,798.
Intangible assets created internally refer to capitalized development costs.
The down-payments effected relate primarily to development costs for projects not yet completed at the closing date.
Capitalized borrowing costs only had a minor impact in 2012.
c) Impairment of goodwill and intangible assets with an unlimited useful life
The goodwill and indefi nite-lived "Weidemann" and "Neuson" brands obtained through mergers are allocated for impairment testing to the following cash-generating units within the Americas or European segments:
- J Wacker Neuson Beteiligungs GmbH (Austria)/BAUMA operations
- J Weidemann GmbH (Germany)
- J Wacker Neuson Production Americas LLC (USA)
- J Wacker Neuson Beteiligungs GmbH (subgroup/Austria)
The pro-rata book values break down as follows:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Wacker Neuson GmbH | ||
| Book value of goodwill | 0 | 750 |
| Wacker Neuson | ||
| Production Americas LLC | ||
| Book value of goodwill | 7,923 | 8,079 |
| Weidemann GmbH | ||
| Book value of goodwill | 24,232 | 24,232 |
| Book value of the | ||
| indefi nite-lived brand | 22,000 | 22,000 |
| Wacker Neuson | ||
| Beteiligungs GmbH | ||
| Book value of goodwill | 204,448 | 204,448 |
| Book value of the | ||
| indefi nite-lived brand | 42,838 | 42,838 |
| Book value of goodwill | 236,603 | 237,509 |
| Book value of the | ||
| indefi nite-lived brand | 64,838 | 64,838 |
b) Other intangible assets
| Internally | |||||
|---|---|---|---|---|---|
| in € K | Licenses and similar rights |
Other intangible assets |
produced intangible assets |
Payments on account |
Total |
| Acquisition costs | |||||
| Balance at January 1, 2012 | 25,156 | 101,991 | 17,653 | 2,922 | 147,722 |
| Exchange rate differences | -175 | -101 | -76 | -44 | -396 |
| Change in consolidation structure | 70 | 0 | 0 | 0 | 70 |
| Additions | 1,504 | 75 | 6,542 | 1,964 | 10,085 |
| Disposals | -2,393 | 0 | -302 | -683 | -3,378 |
| Transfers | 115 | 20 | 879 | -1,094 | -80 |
| Balance at December 31, 2012 | 24,277 | 101,985 | 24,696 | 3,065 | 154,023 |
| Accumulated depreciation | |||||
| Balance at January 1, 2012 | 12,448 | 28,658 | 3,823 | 0 | 44,929 |
| Exchange rate differences | -111 | -64 | -26 | 0 | -201 |
| Additions | 2,124 | 3,986 | 2,384 | 0 | 8,494 |
| Disposals | -2,343 | 0 | -33 | 0 | -2,376 |
| Transfers | -94 | 93 | 0 | 0 | -1 |
| Reversal of impairment | 0 | 0 | 0 | 0 | 0 |
| Balance at December 31, 2012 | 12,024 | 32,673 | 6,148 | 0 | 50,845 |
| Book value at December 31, 2011 | 12,708 | 73,333 | 13,830 | 2,922 | 102,793 |
| Book value at December 31, 2012 | 12,253 | 69,312 | 18,548 | 3,065 | 103,178 |
| Useful life in years | 3–8 | 1–7 | 6 | – |
| Internally | |||||
|---|---|---|---|---|---|
| Licenses and | Other intangible | produced | Payments on | ||
| in € K | similar rights | assets | intangible assets | account | Total |
| Acquisition costs | |||||
| Balance at January 1, 2011 | 25,302 | 101,783 | 10,100 | 4,781 | 141,966 |
| Exchange rate differences | 177 | 132 | 46 | 58 | 413 |
| Additions | 3,413 | 76 | 5,859 | 1,449 | 10,797 |
| Disposals | -3,904 | 0 | -1,578 | -2 | -5,484 |
| Transfers | 168 | 0 | 3,226 | -3,364 | 30 |
| Balance at December 31, 2011 | 25,156 | 101,991 | 17,653 | 2,922 | 147,722 |
| Accumulated depreciation | |||||
| Balance at January 1, 2011 | 12,567 | 35,357 | 3,437 | 0 | 51,361 |
| Exchange rate differences | 134 | 95 | 40 | 0 | 269 |
| Additions | 1,952 | 4,004 | 1,921 | 0 | 7,877 |
| Disposals | -2,205 | 0 | -1,575 | 0 | -3,780 |
| Transfers | 0 | 0 | 0 | 0 | 0 |
| Reversal of impairment | 0 | -10,798 | 0 | 0 | -10,798 |
| Balance at December 31, 2011 | 12,448 | 28,658 | 3,823 | 0 | 44,929 |
| Book value at December 31, 2010 | 12,735 | 66,426 | 6,663 | 4,781 | 90,605 |
| Book value at December 31, 2011 | 12,708 | 73,333 | 13,830 | 2,922 | 102,793 |
| Useful life in years | 3–8 | 1–7 | 6 | – |
With the exception of the year when they were fi rst recognized in the balance sheet, the carrying amounts of goodwill and indefi nite-lived brands are verifi ed during the annual impairment test or subjected to an additional impairment test if there are indications of asset impairment. For this purpose, the book value is compared with the "fair value less cost to sell". The "fair value less cost to sell" is determined using the discounted cash fl ow method. Future cash fl ows are discounted to the respective balance sheet date. Value is impaired if "fair value less cost to sell" is lower than the book value. In fi scal 2012, impairment was recognized on goodwill attributable to Wacker Neuson GmbH (Austria)/BAUMA operations, which did not develop in line with expectations at the time of purchase. The book value of this cash-generating unit exceeded the "fair value less cost to sell". This resulted in a write-down on indefi nite-lived intangible assets in the amount of EUR K 750. This is entirely attributable to goodwill. The value impairment is allocated to the European segment and recognized under "Other operating expenses".
The calculation of "fair value less cost to sell" is based on assumptions, which in turn are dependent on the following uncertain estimates:
- J Free cash fl ow
- J Discount rates
- J Price increases for raw materials and supplies
- J Underlying growth rates for cash-fl ow predictions outside of the budget period
Free cash fl ow: Free cash fl ow is calculated based on a detailed planning phase from 2012 to 2022. Growth rates are determined for the fi rst three budget years (up to 2015) based on market conditions. Adjustments were made based on distribution plans. When performing the goodwill impairment test, it is assumed that the entire distributable cash fl ow is paid out each fi scal year. Distributable cash fl ow refers to free cash fl ow after interest payments, tax shields and increases and reductions in borrowings. Care is taken to ensure that the cash fl ow distribution does not reduce the share capital. After 2016, management anticipates results and growth rates that more strongly align with past values. Various scenarios with
revenue growth of between 5 and 10 percent per year from 2015 to 2022 were created for the four cash-generating units Weidemann GmbH, Wacker Neuson Production Americas LLC, Wacker Neuson GmbH (Austria)/BAUMA operations and Wacker Neuson Beteiligungs GmbH (subgroup/Austria). A negative scenario with revenue growth of just two percent for 2016 on was also calculated for the four cash-generating units. In addition to revenue growth, upper EBIT limits were also defi ned as restricting criteria for the cash-generating units. With the exception of Wacker Neuson GmbH (Austria)/BAUMA operations, none of these scenarios resulted in write-downs.
Discount rates: These refl ect the management's assessment of the risks associated with cash-generating units. It includes a risk-free and risk-weighted rate. A weighted average cost of capital (WACC) after tax at a uniform rate of 10.01 percent (previous year: 7.74 percent) was applied.
Price increases of raw materials: Actual past price fl uctuations are used as indicators for estimating future price developments.
Growth rate estimates: Management and affi liates estimate growth rates based on local market dynamics. As in the previous year, a growth rate of 1 percent was projected for perpetual annuity.
Sensitivity of assumptions: With the exception of Wacker Neuson GmbH (Austria)/BAUMA operations, which was subject to value impairment, there would have been no need to recognize impairment for any of the cash-generating units even if no growth rate had been applied in perpetual annuity or if WACC had been set 1 percent higher.
11 Other investments and other non-current assets
At December 31, 2012, the book value of other investments was reported at EUR K 0 (previous year: EUR K 2,000). The companies in question were not consolidated. For further details, please see the information on the consolidation structure in the general information on accounting standards. Other non-current assets are composed of the following components:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Non-current trade receivables | 4,614 | 2,041 |
| Investment securities | 3,449 | 3,626 |
| Loans | 181 | 310 |
| Other non-current assets | 3,735 | 2,940 |
| Total | 11,979 | 8,917 |
The non-current trade receivables mainly result from hire-purchase agreements.
12 Inventories
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Raw materials and supplies | 107,503 | 77,326 |
| Works in progress | 14,914 | 12,917 |
| Finished goods | 237,704 | 184,249 |
| Total | 360,121 | 274,492 |
An expense of EUR K 720,960 (previous year: EUR K 629,027) was recorded under acquisition and manufacturing costs for inventories.
Of the reported inventories, EUR K 62,322 (previous year: EUR K 55,702) is recognized at net realizable value. Write-downs on inventories recognized in the income statement amount to EUR K 3,054 in the reporting period (previous year: EUR K 4,819). Write-ups on inventories recognized in the income statement amount to EUR K 2,360 in the reporting period (previous year: EUR K 1,915).
Similar to 2011, no inventories were pledged as collateral for liabilities during the period under review.
13 Trade receivables
Trade receivables have the following components:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Trade receivables at nominal value | 154,861 | 166,025 |
| Less allowance for doubtful | ||
| accounts | -7,023 | -7,667 |
| Total | 147,838 | 158,358 |
As of December 31, 2012, trade receivables (at nominal value) were broken down as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Trade receivables | 154,861 | 166,025 |
| Nominal value of trade receivables written down or not due |
144,651 | 157,948 |
| Overdue at nominal value but not written down < 30 days |
4,404 | 3,178 |
| Overdue at nominal value but not written down 30 – 90 days |
4,535 | 3,237 |
| Overdue at nominal value but not written down > 90 days |
1,271 | 1,662 |
Allowance for doubtful accounts developed as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Balance at January 1 | 7,667 | 6,836 |
| Exchange rate differences | 86 | -194 |
| Additions | 1,035 | 3,151 |
| Additions from changes to the consolidation structure |
22 | 60 |
| Amount used for write-offs | -538 | -1,223 |
| Reversals | -1,249 | -963 |
| Balance at December 31 | 7,023 | 7,667 |
Trade receivables are derived from trading with a large number of companies from different industries and regions. Regular credit checks verify the fi nancial stability of receivables. Allowances for doubtful accounts are made where necessary.
The fair value is a reasonable approximation of the book value since all receivables are due within less than one year.
14 Other current assets
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Advance payments | 6,710 | 6,841 |
| Sales tax | 6,272 | 5,810 |
| Receivables from public authorities | 688 | 1,145 |
| Receivables from customers | 616 | 322 |
| Interest receivables | 253 | 253 |
| Receivables from employees | 232 | 369 |
| Travel advances | 167 | 170 |
| Receivables from balance on Wirtschaftsring Genossenschaft |
||
| settlement account | 0 | 1,167 |
| Derivatives | 0 | 472 |
| Other | 1,874 | 1,732 |
| Total | 16,812 | 18,281 |
The fair value is a reasonable approximation of the book value since all items have a maturity of less than one year.
15 Cash and cash equivalents
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Petty cash | 15,365 | 11,756 |
| Bank balances | 3,341 | 4,974 |
| Cash deposits | 161 | 160 |
| Total | 18,867 | 16,890 |
Cash on hand and bank balances in foreign currencies are converted at the spot rates.
Interest accrues at variable rates on the daily cash balances held with banks. Depending on the company's liquidity requirements, short-term, term accounts running from one day to three months are set up. The term money yielded interest at the agreed prevailing rates.
Positive bank balances in the amount of EUR K 42,537 (including cash pool current account balances) (previous year: EUR K 27,573) were netted against cash pool current account liabilities amounting to EUR K 27,172 (previous year: EUR K 15,817), as a net balance (offset option) was agreed with the cash pool bank. Current account balances at December 31, 2012, after netting, amounted to EUR K 15,365 (previous year: EUR K 11,756).
16 Non-current assets held for sale
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Non-current assets held for sale | 6,045 | 698 |
The fi xtures on third-party property and buildings in Leonding, Austria, are no longer disclosed under property, plant and equipment. As of June 2012, they are posted under "noncurrent assets held for sale". This change is due to the relocation of production activities to the company's new site in Hörsching, Austria.
17 Total equity
Subscribed capital amounting to EUR K 70,140 is divided into 70,140,000 individual no-par-value registered shares, each representing a proportionate amount of the share capital of EUR 1.00. The share capital was fully paid in at the closing date of the Consolidated Financial Statements.
In addition to subscribed capital, the components of equity are as follows:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Capital reserves | 618,661 | 618,661 |
| Other neutral assets | -7,483 | -3,943 |
| Exchange rate differences | -15,280 | -13,680 |
| Total | 595,898 | 601,038 |
The capital reserves primarily result from share premiums in connection with the IPO and the merger with Wacker Neuson Beteiligungs GmbH (formerly Neuson Kramer Baumaschinen AG).
The company did not hold any treasury shares at December 31, 2012, nor at any point during the 2012 fi scal year or the previous year.
Retained earnings developed as follows:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Balance at January 1 | 229,886 | 156,802 |
| Dividends for respective fi scal year | -35,070 | -11,924 |
| Change in consolidation structure | -327 | 286 |
| Consolidated earnings | 54,131 | 84,722 |
| Balance at December 31 | 248,620 | 229,886 |
The dividend payout for 2012 amounted to EUR K 35,070 (EUR 0.50 per share). The dividend payout for 2011 amounted to EUR K 11,924 (EUR 0.17 per share). Refer to the statement of changes in equity for further details on equity.
J Authorized Capital
On May 22, 2012 at the AGM, the Executive Board was authorized to increase the company's share capital by May 21, 2017, subject to the approval of the Supervisory Board, by issuing up to 17,535,000 new, registered shares against cash contributions and/or contributions in kind, in full or in partial amounts, on one or several occasions, however at the most by a maximum of EUR 17,535,000.00 (in words: seventeen million fi ve hundred and thirty-fi ve thousand euros) (Authorized Capital 2012).
J Rights, preferential rights and restrictions on shares
There are pool agreements between some shareholders and companies of the Wacker family on the one hand, and companies and shareholders of the Neunteufel family on the other, which essentially regulate the exercise of voting and petition rights at the AGM and restrict the transfer of shares. In addition, shareholders of the Lehner family have issued a Neunteufel shareholder with a voting proxy for the shares they acquired. For detailed information, please refer to the Management Report "Restrictions affecting voting rights or the transfer of shares".
18 Provisions for pensions and similar obligations
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Provisions for pension obligations | 34,155 | 29,369 |
| Provisions for other obligations | ||
| to employees | 1,669 | 1,285 |
| Total | 35,824 | 30,654 |
Within the Group, there are different types of retirement benefi t schemes worldwide for old age and surviving dependents' pensions. Most of the schemes provide for the payment of fi xed lump-sum amounts. The others are defi ned retirement plans with a pension paid from retirement until death. The amounts to be paid are based on the respective employee's ranking (both with respect to salary as well as hierarchy) as well as her/his years of service to the company.
At the parent company, pension commitments due to enter into effect as of retirement age also exist vis-à-vis Executive Board members as well as former executives and Executive Board members.
For the remaining domestic and foreign companies, the schemes partly provide for a lump-sum payment which is based on the salary at retirement age multiplied by a factor based on years of service with the company, and partly for pension payments from retirement until death based on earnings for employees who fulfi ll the time-of-service requirements, which differ from country to country.
The defi ned benefi t plans are partly fi nanced by liability insurance. There are also pension commitments that are not fi nanced by liability insurance or funds, where the Group pledges to make future payments when the pension payouts are due. This primarily refers to pension commitments governed by the legal framework of individual countries (adjustments to pensions, for example).
Foreign affi liates also have defi ned contribution plans. In such cases, the individual company makes contributions to the respective pension insurance schemes either because of legal requirements or contracted agreements. There is no further obligation for the company beyond these payments. The periodic contributions are recognized as an expense under profi t before interest and tax (EBIT) in the respective year.
The actuarial valuation is based on the following assumptions:
| in | 2012 | 2011 | |
|---|---|---|---|
| Actuarial assumptions1 | |||
| Discount rate | % | 3.48 | 4.47 |
| Salary trends | % | 1.47 | 1.52 |
| Pension trends | % | 1.94 | 1.76 |
| Expected return on plan | |||
| assets | % | 3.48 | 4.47 |
| Healthcare cost trends | % | 4.5 | 4.5 |
| Retirement age | Years | 63 | 63 |
Weighted average of the individual benefi t schemes.
Pension obligations are distributed as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Fair value of pension obligations, funded |
17,662 | 14,749 |
| Fair value of plan assets | -6,746 | -5,898 |
| Shortfall in pension obligations, funded |
10,916 | 8,851 |
| Fair value of pension obligations, not funded |
24,778 | 21,835 |
| Shortfall in all pension obligations | 35,694 | 30,686 |
| Plans with surplus/minimum funding requirement |
130 | -32 |
| Pension obligations | 35,824 | 30,654 |
| in € K | 2012 | 2011 |
|---|---|---|
| Provisions for pension plans, not | ||
| funded | 24,778 | 21,835 |
| Provisions for pension plans, fully or | ||
| partly funded | 17,662 | 14,749 |
| Total | 42,440 | 36,584 |
| in € K | 2012 | 2011 |
|---|---|---|
| Changes in fair value of plan assets |
||
| Balance at January 1 | 5,898 | 5,301 |
| Expected return on plan assets | 261 | 222 |
| Changes in exchange rate | 8 | 6 |
| New valuations: | 0 | 0 |
| Actuarial gains/losses | 0 | 0 |
| - from changes to demographic assumptions |
0 | 0 |
| - from changes to fi nancial assumptions |
0 | 0 |
| Experience adjustments | 106 | 494 |
| Employer's contributions | 595 | 4,095 |
| Payouts | -121 | -4,220 |
| Balance at December 31 | 6,747 | 5,898 |
| in € K | 2012 | 2011 |
| Accruals for pensions at December 31 |
35,824 | 30,654 |
|---|---|---|
| Plan surplus | 37 | 36 |
| Other | 94 | -68 |
| Financing status | 35,693 | 30,686 |
| in € K | 2012 | 2011 |
The changes in the present value of pension obligations and of plan assets are as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Changes in the present value of pension obligations |
||
| Balance at January 1 | 36,584 | 36,826 |
| Current service costs | 981 | 759 |
| Interest expense | 1,557 | 1,453 |
| New valuations: | ||
| Actuarial gains/losses | ||
| - from changes to demographic assumptions |
539 | 244 |
| - from changes to fi nancial assumptions |
4,452 | -1,405 |
| Experience adjustments | -88 | 575 |
| Changes in exchange rate | -20 | 71 |
| Paid benefi ts | -1,549 | -1,925 |
| Past service cost | -16 | -14 |
| Balance at December 31 | 42,440 | 36,584 |
Plan assets include pension liability insurance where future payments are pledged in favor of the entitled recipient. Pension liability insurance schemes are not listed on an active market. The fair value of plan assets amounts to EUR K 6,747 (previous year: EUR K 5,898).
Pension expenses are as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Current service costs | 981 | 759 |
| Interest expense | 1,557 | 1,453 |
| Expected return on plan assets | -261 | -222 |
| Past service cost | -16 | -14 |
| Effect of plan curtailments and settlements |
0 | -9 |
| Pension expense from defi ned benefi t plans |
||
| 2,261 | 1,967 | |
| Pension expense from defi ned contribution plans |
635 | 633 |
| Total contributions to statutory pension insurance schemes |
12,984 | 10,846 |
Interest expense ensuing from pension obligations is recognized in the fi nancial result. The remaining pension expense is part of personnel costs shown in the appropriate functional line of the income statement.
The valuation date for the current value of plan assets and the present value of obligations is December 31 for each year. The base value for the calculation of unaccrued interest concerning pension obligations is the present value of obligations as of January 1. The base value for the anticipated return on plan assets is the current value as per January 1. Transfers during the year are accounted for on a pro-rata basis.
The contributions expected to be made to German plan assets in 2013 amount to EUR K 1,299 (previous year: EUR K 2,875).
The following overview shows the projected pension pay-outs for the next fi ve years:
| in € K | |
|---|---|
| Due in 2013 | 1,585 |
| Due in 2014 | 1,700 |
| Due in 2015 | 1,841 |
| Due in 2016 | 2,060 |
| Due in 2017 | 2,296 |
The following overview shows the sensitivity of key actuarial assumptions:
| Increase | Decrease | |||
|---|---|---|---|---|
| in valuati | in valuati | |||
| on para | on para | |||
| meters in | meters in | |||
| in % | Sensitivity | € K | € K | |
| Discount rate | 3.48 | +/- 1.00% | -5,893 | 7,248 |
| Salary trends | 1.47 | +/- 0.50% | 930 | -861 |
| Pension trends | 1.94 | +/- 0.50% | 1,923 | -1,755 |
The sensitivity analysis shows how the value of pension obligations would develop if the individual actuarial assumptions changed. The sensitivity is only determined following the projected unit credit method. This involves determining and displaying the impact of a change to individual actuarial assumptions, while all other assumptions remain unchanged.
The following risks arise for the Group from pension commitments:
- J A reduction in the discount rate results in a rise in pension obligations.
- J An increase in life expectancy results in a rise in pension obligations.
The following actual return on plan assets was recognized for fi scal years 2012 and 2011:
| in € K | 2012 | 2011 |
|---|---|---|
| Actual return on plan assets | 368 | 718 |
The following table shows the effects of a one percentage point increase or reduction in healthcare costs:
| in € K | Additions | Reversals |
|---|---|---|
| 2012 | ||
| Effect on the present value of pension obligations |
176 | -145 |
| 2011 | ||
| Effect on the present value of pension obligations |
130 | -107 |
The present value of obligations as well as pension pay-outs and reevaluations are distributed as follows across pension obligations and healthcare contributions:
| in € K | 2012 | 2011 |
|---|---|---|
| Provisions for pensions recorded | ||
| in the balance sheet | ||
| Pension obligations | 34,457 | 29,554 |
| Healthcare | 1,367 | 1,100 |
| Total | 35,824 | 30,654 |
| Pension expenses listed under | ||
| EBIT | ||
| Pension obligations | 867 | 622 |
| Healthcare | 114 | 137 |
| Total | 981 | 759 |
| New valuations | ||
| Pension obligations | 4,659 | -1,174 |
| Healthcare | 138 | 94 |
| Total | 4,797 | -1,080 |
The following information applies to the period 2008 through 2012:
| Dec. 31, | Dec. 31, | Dec. 31, | Dec. 31, | Dec. 31, | |
|---|---|---|---|---|---|
| in € K | 2012 | 2011 | 2010 | 2009 | 2008 |
| Present value of performance-oriented obligations | 42,440 | 36,584 | 36,826 | 30,158 | 25,951 |
| Fair value of the plan assets | 6,747 | 5,898 | 5,301 | 4,847 | 4,138 |
| Shortfall in pension obligations | 35,693 | 30,686 | 31,525 | 25,311 | 21,813 |
| Experience adjustments | |||||
| of plan liabilities | -88 | 575 | 276 | 194 | 129 |
| of plan assets | 106 | 494 | -188 | -62 | 83 |
19 Other provisions
The provisions are as follows:
| in € K | Balance Jan. 1, 2012 |
Currency | Utilization | Additions | Reversals | Balance Dec. 31, 2012 |
|---|---|---|---|---|---|---|
| Provisions | ||||||
| Warranties | 11,825 | -56 | 6,475 | 4,426 | 749 | 8,971 |
| Obligations towards employees | 5,885 | -4 | 3,068 | 2,690 | 96 | 5,407 |
| Professional fees | 313 | -1 | 226 | 472 | 104 | 454 |
| Litigation costs | 591 | -8 | 260 | 260 | 112 | 471 |
| Other provisions | 696 | -18 | 499 | 482 | 127 | 534 |
| Total | 19,310 | -87 | 10,528 | 8,330 | 1,188 | 15,837 |
| in € K | Balance Jan. 1, 2011 |
Currency | Utilization | Additions | Reversals | Balance Dec. 31, 2011 |
|---|---|---|---|---|---|---|
| Provisions | ||||||
| Warranties | 8,640 | 21 | 3,306 | 7,458 | 988 | 11,825 |
| Obligations towards employees | 6,525 | 2 | 2,431 | 1,888 | 99 | 5,885 |
| Professional fees | 504 | 0 | 504 | 313 | 0 | 313 |
| Litigation costs | 455 | 6 | 8 | 233 | 95 | 591 |
| Other provisions | 1,581 | 12 | 1,176 | 547 | 268 | 696 |
| Total | 17,705 | 41 | 7,425 | 10,439 | 1,450 | 19,310 |
The due dates of the above provisions are distributed as follows:
| in € K | Short-term (< 1 year) | Long-term (> 1 year) | Balance Dec. 31, 2012 |
|---|---|---|---|
| Provisions | |||
| Warranties | 8,422 | 549 | 8,971 |
| Obligations towards employees | 3,490 | 1,917 | 5,407 |
| Professional fees | 454 | 0 | 454 |
| Litigation costs | 57 | 414 | 471 |
| Other provisions | 381 | 153 | 534 |
| Total | 12,804 | 3,033 | 15,837 |
| in € K | Short-term (< 1 year) | Long-term (> 1 year) | Balance Dec. 31, 2011 |
|---|---|---|---|
| Provisions | |||
| Warranties | 10,946 | 879 | 11,825 |
| Obligations towards employees | 3,222 | 2,663 | 5,885 |
| Professional fees | 313 | 0 | 313 |
| Litigation costs | 100 | 491 | 591 |
| Other provisions | 570 | 126 | 696 |
| Total | 15,151 | 4,159 | 19,310 |
The increase in discounts for non-current provisions from December 31, 2011 through December 31, 2012 amounted to EUR K 41 (previous year: EUR K 9) for obligations towards employees based on the applicable assessment basis.
Under other provisions, obligations towards employees includes provisions for employees nearing pension age who are working part-time and for whom claims for reimbursement against the German tax offi ce amounted to EUR K 0 in 2012 and EUR K 143 in 2011.
Group obligations from employee work accounts are offset against securities classifi ed as assets, which are created in order to secure these claims. Obligations from work accounts amount to EUR K 135 (previous year: EUR K 1,330). The cost of acquiring the securities amounts to EUR K 129 (previous year: EUR K 1,288) and the fair value at December 31, 2012 was EUR K 135 (previous year: EUR K 1,330), of which EUR K 135 is offset (previous year: EUR K 1,330).
20 Financial liabilities
Financial liabilities comprise the amounts recognized under the balance sheet items long-term fi nancial borrowings EUR K 134,807 (previous year: EUR K 15,261); short-term borrowings from banks EUR K 97,853 (previous year: EUR K 91,654); and current portion of long-term fi nancial borrowings EUR K 437 (EUR K 421):
| in € K | Dec. 31, 2012 | Up to 1 year | 1 to 5 years | Over 5 years |
|---|---|---|---|---|
| Borrowings from banks | 113,274 | 98,161 | 12,665 | 2,448 |
| Bonds | 119,492 | 0 | 89,625 | 29,867 |
| Liabilities from fi nance leases | 331 | 129 | 202 | 0 |
| Total | 233,097 | 98,290 | 102,492 | 32,315 |
| in € K | Dec. 31, 2011 | Up to 1 year | 1 to 5 years | Over 5 years |
|---|---|---|---|---|
| Borrowings from banks | 96,996 | 82,055 | 12,101 | 2,840 |
| Bonds | 9,889 | 9,889 | 0 | 0 |
| Liabilities from fi nance leases | 451 | 131 | 320 | 0 |
| Total | 107,336 | 92,075 | 12,421 | 2,840 |
Borrowings from banks
Borrowings from banks include the following items:
| Dec. 31, 2012 | Interest rate | |||
|---|---|---|---|---|
| Borrowings from banks | in € K | Interest rate as a percentage | type | Due dates |
| Long-term loan | 4,191 | 6.00 | fi x | > 1 year in annuities by 2017 |
| Subtotal on fi xed interest rate loans | 4,191 | |||
| Loan to purchase a tract of land | 10,000 | 6-M-Euribor + 1.85 | variable | January 1, 2016 |
| Money market loans in EUR | 74,789 | Euribor + (0.80–0.95) | variable | < 1 year |
| Money market loans in USD | 15,158 | 1.42 | variable | < 1 year |
| Loans in Brazilian reals | 3,903 | 8.30 | variable | EUR K 3,903 < 1 year |
| Loans in Brazilian reals | 1,230 | 8.30 | variable | EUR K 1,230 > 1 year |
| Loans in Chilean pesos | 3,877 | 7.56–8.40 | variable | < 1 year |
| Export incentive credit line | 126 | 2.00 | variable | Can be terminated each year |
| on March 31 | ||||
| Subtotal on variable interest rate loans | 109,083 | |||
| Total | 113,274 |
| Dec. 31, 2011 | Interest rate | |||
|---|---|---|---|---|
| Borrowings from banks | in € K | Interest rate as a percentage | type | Due dates |
| Long-term loan | 4,482 | 6.00 | fi xed | > 1 year |
| Either 1, 3, 6 or 12 mo. EUR | ||||
| Financing of Weidemann GmbH | 2,400 | Libor + 0.65 | fi xed1 | June 30, 2012 |
| Subtotal on fi xed interest rate loans | 6,882 | 129 | 202 | |
| variable + | ||||
| Money market loans in USD | 15,457 | 3 mo. USD Libor + 1.125 or 1 | Cap1 | < 1 year |
| variable + | ||||
| Loan to purchase a tract of land | 10,000 | 6 mo. Euribor + 1.85 | Cap1 | January 1, 2016 |
| Subtotal on variable interest rate loans + | ||||
| Cap | 25,457 | up to 1 year | 1 to 5 years | over 5 years |
| Money market loans in EUR | 41,056 | Euribor + 0.85 | variable | < 1 year |
| Money market loans in USD | 15,457 | 3 mo. USD Libor + 1.125 | variable | < 1 year |
| EUR K 5,196 < 1 year or | ||||
| Loans in Brazilian reals | 5,945 | 10.90 | variable | EUR K 749 > 1 year |
| Loans in Chilean pesos | 2,099 | 9.36 | variable | < 1 year |
| Can be terminated each year | ||||
| Export incentive credit line | 100 | 2.00 | variable | on March 31 |
| Subtotal on variable interest rate loans | 64,657 | |||
| Total | 96,996 |
Loan converted from variable to fi xed rate through a hedge. For more information,
please refer to item 23 "Derivative fi nancial instruments" in these Notes.
Refer to item 30 "Risk management" in these Notes for information on the sensitivity of interest risks associated with variable-interest borrowings.
The following table lists the credit lines that have been confi rmed in writing but were not utilized by Wacker Neuson SE:
| in € K | 2012 |
|---|---|
| First credit line EUR (Euribor + 0.85%) | 26,314 |
| Second credit line EUR/USD (3 mo. Euribor + 0.80%/ USD Libor + 1%) |
33,897 |
| Third credit line USD | 18,190 |
| Fourth credit line EUR | 44,968 |
| Fifth credit line EUR | 10,000 |
| Sixth credit line EUR | 20,000 |
| Seventh credit line EUR (2%) | 4,804 |
| Eighth credit line BRL | 2,416 |
| Ninth credit line ZAR | 45 |
| Tenth credit line TRY | 100 |
| Eleventh credit line EUR | 18 |
| Twelfth credit line EUR | 300 |
| Thirteenth credit line RSD | 455 |
| Total | 161,507 |
| in € K | 2011 |
|---|---|
| First credit line EUR (Euribor + 0.85%) | 30,000 |
| Second credit line EUR/USD (3 mo. Euribor + 0.85%/ | |
| USD Libor + 1%) | 13,488 |
| Third credit line USD (1 mo. Libor + 2%) | 30,914 |
| Fourth credit line EUR | 5,000 |
| Fifth credit line EUR (2%) | 4,900 |
| Sixth credit line BRL | 1,504 |
| Seventh credit line CLP | 576 |
| Eighth credit line ZAR | 48 |
| Ninth credit line TRY | 164 |
| Tenth credit line EUR | 25 |
| Eleventh credit line EUR | 300 |
| Total | 86,919 |
The book values of borrowings from banks with variable and fi xed interest rates were reported in the following currencies (equivalent in EUR):
| in € K | 2012 | 2011 |
|---|---|---|
| Euro | 89,106 | 58,038 |
| USD (USA) | 15,158 | 30,914 |
| BRL (Brazil) | 5,133 | 5,945 |
| CLP (Chile) | 3,877 | 2,099 |
| Total | 113,274 | 96,996 |
The fair values of fi nancial liabilities are reasonable approximations of the book values.
Schuldschein loan agreements/bonds
During fi scal 2012, two tranches of a Schuldschein loan agreement were issued:
Liquid funds payable from the Schuldschein loan agreements refer to annual interest through 2017 on the fi rst tranche amounting to EUR 2.7 million and a repayment in the amount of EUR 90 million to be made on February 27, 2017. For the second tranche, annual interest payments in the amount of EUR 1.1 million are to be made through 2019 and a repayment in the amount of EUR 30 million is due on February 27, 2019.
The Group had issued a bond which was redeemed by September 30, 2012. The nominal value of the bond amounted to EUR 10 million. At December 31, 2011, it had a book value of EUR K 9,889. The bond was repaid during the period under review.
Financial covenants
Financial covenants exist for the following fi nancial instruments of Wacker Neuson SE:
J Schuldschein loan agreements
The Schuldschein loan agreements are subject to fi nancial covenants customary in the market, for example, cross-default, negative pledge and change of control clauses. A minimum equity ratio of 30 percent has been agreed as a binding covenant.
J Export incentive credit line (KRR credit line)
This credit is used exclusively to fi nance receivables from export trade. Amounts accruing to the bank under this loan agreement are secured by a global debt assignment provision and a bill of surety.
21 Trade payables
As of December 31, 2012, trade payables (at book value) were broken down as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Trade payables | 51,143 | 62,362 |
| Book value due < 30 days | 41,613 | 50,824 |
| Book value due 30–90 days | 9,227 | 11,385 |
| Book value due > 90 days | 303 | 153 |
Interest does not accrue on trade payables.
22 Other current liabilities
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Personnel provisions (wages/salaries, vacation, etc.) |
16,142 | 14,228 |
| Other accruals | 18,982 | 15,187 |
| Deferred taxes | 6,458 | 14,442 |
| Sales tax | 5,709 | 6,309 |
| Advance payments received | 1,774 | 821 |
| Other | 6,373 | 6,115 |
| Total | 55,438 | 57,102 |
The other accruals and other current liabilities in 2012 mainly consist of costs for preparing the Annual Financial Statements, outstanding invoices, liabilities to customers and income tax liabilities.
The fair values of the short-term borrowings are reasonable approximations of the book values.
23 Derivative fi nancial instruments
Derivative fi nancial instruments treated according to hedge accounting criteria
The nominal amounts and market values of derivative fi nancial instruments that satisfy hedge accounting criteria are recognized as follows as per December 31, 2012 and December 31, 2011:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 | ||
|---|---|---|---|---|
| Nominal Value | Market Value | Nominal Value | Market Value | |
| Currency hedges | 0 | 0 | 0 | 0 |
| Interest hedges | 0 | 0 | 2,400 | 16 |
| Commodity hedges | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 2,400 | 16 |
The market values recognized under the results for the period not refl ected in income and those refl ected in income, together with deferred tax accruing on those amounts developed as follows during the fi scal year and were netted in the statement of comprehensive income:
| in € K | Market values |
Deferred taxes |
Carried under equity |
|---|---|---|---|
| Balance at January 1, 2012 |
16 | -5 | 11 |
| +/- not refl ected in income |
-16 | 5 | -11 |
| +/- refl ected in income |
0 | 0 | 0 |
| Balance at December 31, 2012 |
0 | 0 | 0 |
Derivative fi nancial instruments not treated according to hedge accounting criteria
The derivatives concluded to hedge future foreign-exchange transactions (underlying transaction) do not satisfy formal hedge accounting criteria and are therefore classifi ed as "held for trading" and recognized at fair value through profi t or loss. The nominal and current values developed as follows at December 31, 2012 and December 31, 2011:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 | ||
|---|---|---|---|---|
| Nominal Value | Market Value | Nominal Value | Market Value | |
| Assets | ||||
| Currency hedges | 0 | 0 | 3,125 | 466 |
| Interest hedges | 21,369 | 0 | 25,457 | 6 |
| Total | 21,369 | 0 | 28,582 | 472 |
| Liabilities | ||||
| Currency hedges | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 |
Changes in the values of the underlying transactions that offset each other are not included when calculating the fair value of the derivative fi nancial instruments. Thus, they do not represent the value that the companies would jointly realize from the hedged item and hedge instrument. The book values of derivatives correspond to the fair values and there is no signifi cant exposure to credit risks since all derivative contracts were entered into with banks that have a top credit rating.
Refer to item 26 "Additional information on fi nancial instruments" in these Notes for information regarding net profi ts and losses from these fi nancial instruments.
Other information
24 Contingent liabilities
Contingent liabilities, on the one hand, represent possible obligations that may be incurred depending on the outcome of a future event or events which are of an uncertain nature and not wholly within the control of the Group. On the other hand, contingent liabilities represent present obligations for which payment is not probable or the amount of the obligation cannot be determined with suffi cient reliability.
The Group has undersigned the following guarantees:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Guarantees | 3,636 | 3,060 |
Furthermore, the Group is liable to the amount of EUR 4.1 million (previous year: EUR 4.1 million) in connection with a contract with the city of Munich to develop a property.
25 Other fi nancial liabilities
a) Obligations for equipment rental and service
The terms of the obligations for rental equipment and service contracts are as follows:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Obligations due within 1 year | 12,125 | 12,061 |
| Obligations due in 1 to 5 years | 18,349 | 17,787 |
| Obligations due in more than 5 years | 7,553 | 8,788 |
| Total | 38,027 | 38,636 |
b) Lease obligations
Finance lease obligations When the Group is the lessee
Finance lease contracts mainly concern the purchase of offi ce and other equipment and the purchase of real estate.
The following table lists the net book values of the relevant assets at the closing date:
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Offi ce and other equipment | 112 | 98 |
| Buildings | 639 | 648 |
| Total | 751 | 746 |
Lease contracts for offi ce and other equipment contain, for the most part, a purchase option at the end of the basic term of the lease which is also to be exercised. The real-estate fi nance lease contract concerns the leasing of a self-occupied administration building by the Hungarian affi liate, Wacker Neuson Kft., which will terminate by 2015.
Future minimum lease payments and their present values are presented in the following table:
| in € K 2012 | Up to 1 year | 1 to 5 years | Over 5 years | Total |
|---|---|---|---|---|
| Future minimum lease payments (nominal) | 136 | 214 | 0 | 350 |
| Less discount | -7 | -12 | 0 | -19 |
| Present value | 129 | 202 | 0 | 331 |
| Discount rate | 2–8% |
|---|---|
| in € K 2011 | Up to 1 year | 1 to 5 years | Over 5 years | Total |
|---|---|---|---|---|
| Future minimum lease payments (nominal) | 141 | 338 | 0 | 479 |
| Less discount | -10 | -18 | 0 | -28 |
| Present value | 131 | 320 | 0 | 451 |
| Discount rate | 2–8% |
|---|---|
| --------------- | ------ |
Operating leases
To the extent that a Group entity acts as a lessee, the lease payments are recognized as an expense over the term of the lease on a straight-line basis. This essentially refers to leased vehicles, computer hardware and other offi ce equipment.
Outstanding commitments for future minimum lease payments under operating leases that cannot be terminated can be seen in the following table:
| in € K 2012 | Up to 1 year | 1 to 5 years | Over 5 years | Total |
|---|---|---|---|---|
| Future minimum lease payments (nominal) | 3,160 | 3,315 | 46 | 6,521 |
| in € K 2011 | Up to 1 year | 1 to 5 years | Over 5 years | Total |
|---|---|---|---|---|
| Future minimum lease payments (nominal) | 2,751 | 3,719 | 24 | 6,494 |
In 2012, a total of EUR K 4,421 (previous year: EUR K 4,437) for operating lease agreements was expensed.
c) Obligations resulting from investment decisions/ takeback obligations
Financial obligations ensuing from construction and investment projects amounting to EUR K 3,718 (previous year: EUR K 34,822) and from takeback obligations amounting to EUR K 785 (previous year: EUR K 2,985) exist. In addition, unconditional purchase commitments amounting to EUR K 99,114 also exist (previous year: EUR 135,969).
26 Additional information on fi nancial instruments
The book and fair values of fi nancial assets and liabilities are presented in the following table. It also shows how the individual items are categorized:
| in € K | 2012 Fair value |
2012 Book value |
Initial disclo sure |
Held for trading |
Held for sale |
Hedges | Loans and receiv ables |
Held to maturity |
Leases and others (book value) |
Non fi nancial assets (book value) |
|---|---|---|---|---|---|---|---|---|---|---|
| IAS 39 classifi cation (book value) | ||||||||||
| Measured at fair value recognized in the income statement |
Measured at fair value with changes recognized in equity |
book value | At residual | |||||||
| Assets | ||||||||||
| Other investments |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other non current assets |
11,979 | 11,979 | 0 | 0 | 1,599 | 0 | 7,720 | 0 | 0 | 2,660 |
| Trade receivables |
147,838 | 147,838 | 0 | 0 | 0 | 0 | 147,838 | 0 | 0 | 0 |
| Other current assets |
16,812 | 16,812 | 0 | 0 | 0 | 0 | 4,308 | 0 | 0 | 12,504 |
| Cash and cash equivalents |
18,867 | 18,867 | 0 | 0 | 0 | 0 | 18,707 | 0 | 160 | 0 |
| in € K | 2012 Fair value |
2012 Book value |
Initial disclo sure |
Held for trading |
At residual book value |
Hedges | Leases and others (book value) |
Non fi nancial assets (book value) |
|---|---|---|---|---|---|---|---|---|
| IAS 39 classifi cation (book value) | ||||||||
| Measured at fair value with Measured at fair changes value recognized in the At amortized recognized income statement cost in equity |
||||||||
| Liabilities | ||||||||
| Long-term borrowings | 134,807 | 134,807 | 0 | 0 | 134,605 | 0 | 202 | 0 |
| Trade payables | 51,143 | 51,143 | 0 | 0 | 51,143 | 0 | 0 | 0 |
| Short-term borrowings from banks | 97,853 | 97,853 | 0 | 0 | 97,853 | 0 | 0 | 0 |
| Current portion of | ||||||||
| long-term borrowings | 437 | 437 | 0 | 0 | 308 | 0 | 129 | 0 |
| Other current liabilities | 55,438 | 55,438 | 0 | 0 | 9,181 | 0 | 0 | 46,257 |
| in € K | 2011 Fair value |
2011 Book value |
Initial disclo sure |
Held for trading |
Held for sale |
Hedges | Loans and receiv ables |
Held to maturity |
Leases and others (book value) |
Non fi nancial assets (book value) |
|---|---|---|---|---|---|---|---|---|---|---|
| IAS 39 classifi cation (book value) | ||||||||||
| Measured at fair value recognized in the income statement |
Measured at fair value with changes recognized in equity |
book value | At residual | |||||||
| Assets | ||||||||||
| Other | ||||||||||
| investments | 2,000 | 2,000 | 0 | 0 | 2,000 | 0 | 0 | 0 | 0 | 0 |
| Other non | ||||||||||
| current assets | 8,917 | 8,917 | 0 | 0 | 1,572 | 0 | 4,512 | 0 | 0 | 2,833 |
| Trade | ||||||||||
| receivables | 158,358 | 158,358 | 0 | 0 | 0 | 0 | 158,358 | 0 | 0 | 0 |
| Other current | ||||||||||
| assets | 18,281 | 18,281 | 0 | 472 | 0 | 0 | 3,811 | 0 | 0 | 13,998 |
| Cash and cash | ||||||||||
| equivalents | 16,890 | 16,890 | 0 | 0 | 0 | 0 | 16,730 | 0 | 160 | 0 |
| in € K | 2011 Fair value |
2011 Book value |
Initial disclo sure |
Held for trading |
At residual book value |
Hedges | Leases and others (book value) |
Non fi nancial assets (book value) |
|---|---|---|---|---|---|---|---|---|
| IAS 39 classifi cation (book value) | ||||||||
| Measured at fair value recognized in the income statement |
At amortized cost |
Measured at fair value with changes recognized in equity |
||||||
| Liabilities | ||||||||
| Long-term borrowings | 15,261 | 15,261 | 0 | 0 | 14,941 | 0 | 320 | 0 |
| Trade payables | 62,362 | 62,362 | 0 | 0 | 62,362 | 0 | 0 | 0 |
| Short-term borrowings from banks | 88,015 | 91,654 | 0 | 0 | 91,654 | 0 | 0 | 0 |
| Current portion of | ||||||||
| long-term borrowings | 421 | 421 | 0 | 0 | 290 | 0 | 131 | 0 |
| Other current liabilities | 57,102 | 57,102 | 0 | 0 | 2,697 | 16 | 0 | 54,389 |
At December 31, 2011, investments in equity instruments amounting to EUR K 2,000 that do not have a quoted market price in an active market were included in other investments. These equity instruments were valued at acquisition cost as the fair value could not be reliably determined. In fi scal 2011, an impairment loss on an investment in the amount of EUR K 1,004 was recognized in the income statement.
The bundled bond issued by Wacker Neuson Linz GmbH was included in short-term borrowings from banks in fi scal 2011. The fair value of the bond amounted to EUR K 6,250, whereas its book value was recognized at EUR K 9,889. The discrepancy in these values stems from fi nancial diffi culties experienced by one of the issuers.
The following table shows the net profi ts and losses from fi nancial instruments based on valuation categories. It does not include the effects on income of fi nance leases or of derivatives that qualify for hedge accounting as these are not allocated to any valuation categories set down in IAS 39. Similarly, interest and dividends have not been recognized on the net profi ts and losses from fi nancial instruments.
| in € K | 2012 | 2011 |
|---|---|---|
| Loans and receivables | -888 | -1,025 |
| Financial instruments held for | ||
| trading | 0 | 1,492 |
| Financial liabilities measured at | ||
| amortized cost | 37 | 0 |
Net gain/loss in the category "loans and receivables" results from allowances for doubtful accounts on trade receivables.
The gains and losses from adjustments to the fair value of derivatives that do not meet hedge accounting criteria are included in the category of "assets held for trading".
Total interest income (EUR K 349; previous year: EUR K 868) and total interest expense (EUR K 5,537; previous year: EUR K 2,879) was recognized for fi nancial assets and liabilities (calculated using the effective interest method) that were not valued at fair value through profi t or loss.
Financial instruments in the form of foreign-currency trade receivables and payables are valued at the relevant spot rates applicable on the balance sheet dates. This resulted in proceeds amounting to EUR K 345 (previous year: expense of EUR K 869), which are reported in the cost of sales. Refer to items 2 and 4 "Other income" and "Other operating expenses" in these Notes for information on exchange rate fl uctuations and adjustments to monetary holdings.
The table below shows the fi nancial instruments subsequently valued at fair value. These are split into levels 1 to 3, depending on the extent to which fair value can be observed:
- J Level 1 fair value determination resulting from quoted prices (unadjusted) in active markets for identical assets or liabilities.
- J Level 2 fair value determination based on factors other than quoted prices for assets and liabilities as defi ned under level 1 (data) that are derived either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- J Level 3 fair value determination resulting from models that use inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| in € K 2012 | Level 1 | Level 2 | Level 3 | Dec. 31, 2012 |
|---|---|---|---|---|
| Financial assets categorized "measured at fair value recognized in the income statement" |
||||
| Securities | 1,599 | 0 | 0 | 1,599 |
| Total | 1,599 | 0 | 0 | 1,599 |
| in € K 2011 | Level 1 | Level 2 | Level 3 | Dec. 31, 2011 |
| Financial liabilities categorized "measured at fair value recognized in the income statement" |
||||
| Non-hedged derivatives | 0 | 472 | 0 | 472 |
| Total | 0 | 472 | 0 | 472 |
| in € K 2011 | Level 1 | Level 2 | Level 3 | Dec. 31, 2011 |
| Financial liabilities categorized "measured at fair value with changes recognized in equity" |
||||
| Securities | 1,572 | 0 | 0 | 1,572 |
| Total | 1,572 | 0 | 0 | 1,572 |
27 Events since the balance sheet date
On January 22, 2013, the Supervisory Board of Wacker Neuson SE and Mr. Werner Schwind reached a mutual agreement that Mr. Schwind will step down from his position on the Executive Board with effect as of March 31, 2013 due to a difference in opinion regarding the future direction of the Group's international sales strategy. Mr. Schwind's executive mandates will be taken on by the CEO, Mr. Cem Peksaglam.
Wacker Neuson does not expect this change to have a direct impact on the company's earnings, fi nancials and assets.
There have been no other events since the reporting date that could have a signifi cant impact on the Group's earnings, fi nancials and assets.
28 Segmentation
Division and determination of operating segments The internal organizational structure and management structure as well as the internal reports to the Executive Board and Supervisory Board, which are based on geographic segments, form the basis for determining the operating segments of the
company. For information regarding geographical segmentation of affi liates, please refer to the section on consolidation structure (see the general information on accounting standards/ consolidation structure). According to this structure, the affi liates are geographically grouped into regional markets (Europe, Americas and Asia-Pacifi c). Reporting is also carried out internally according to business segments. This exclusively deals with revenue. Company management will therefore continue to focus on geographical segments.
Products and services of operating segments
The products and services offered by the geographic operating segments can be divided into light equipment, compact equipment and services.
The light equipment business segment covers the manufacture and sale of light equipment weighing up to approximately three tons in the following four business fi elds: concrete technology, soil and asphalt compaction, demolition and utility.
The compact equipment business segment covers the manufacture and sale of compact machinery weighing up to approximately 14 tons.
The services business segment houses the company's activities in the business fi elds after-market (repair and maintenance) and rental (light and compact equipment).
Segment valuation methods
Segment valuation methods are based on the valuation methods used in internal reporting. Internal reporting is carried out exclusively in line with the valid IFRS standards as applicable.
Transactions between the individual Group segments are based on prices that also apply to third-party transactions.
Reporting format
Segment reporting is covered in a separate Note.
Internal reporting reveals segment revenue and segment earnings, expressed as EBIT. EBITDA is also disclosed as a profi t indicator.
The fi gures for working capital and net fi nancial debt are also derived from internal reporting and included in external segment reporting for operating segments as segment assets and segment liabilities. Working capital comprises inventory plus trade receivables minus trade payables. Net fi nancial debt refers to long-term fi nancial borrowings, short-term borrowings from banks and the current portion of long-term fi nancial borrowings less cash and cash equivalents.
The operating segments are reported after elimination of transactions that have taken place within segments. The consolidation column thus contains only the eliminated transactions that took place between operating segments.
Revenue from external customers, categorized according to products and services, are recognized at Group level.
29 Cash fl ow statement
The cash fl ow statement is prepared in accordance with IAS 7. The cash fl ow statement reports cash fl ows resulting from operating activities, from investment activities as well as from fi nancing activities. Insofar as changes in liquid funds are due to foreign exchange rate fl uctuations, these are reported separately. The determination of cash fl ow from operating activities was derived using the indirect method.
Current liquid funds comprise cash and cash equivalents that are as reported on the balance sheet. Short-term borrowings from banks in the Group cash pool were offset against cash and cash equivalents.
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Cash deposits | 161 | 160 |
| Petty cash | 42,537 | 27,573 |
| Bank balances | 3,341 | 4,974 |
| Liabilities from group cash pool | -27,172 | -15,817 |
| Total | 18,867 | 16,890 |
Non-cash operating expenses and income as well as the gain or loss on the sale of property, plant and equipment have been eliminated from the cash fl ow from operating activities.
The item "Book value from the disposal of rental equipment" recognized in the cash fl ow from operating activities includes the book values of rental equipment formerly recognized under fi xed assets and reclassifi ed on sale of the equipment as current assets.
Cash fl ow from investment activities comprises the cash outlay for intangible assets and property, plant and equipment.
Cash fl ow from fi nancing activities contains payments received from and made to shareholders. It also contains payments resulting from borrowing and repayment of debt.
30 Risk management
Capital management
The main aim of the Group's capital management policy is to maintain a high equity ratio to support business activities.
The Group actively controls and modifi es its capital structure in line with changing market dynamics. The goal of the capital management policy is to secure the Group's business and investment activities in the long term. To maintain a suitable capital structure, the Group can propose changes to dividend payments to shareholders or issue new shares. As of December 31, 2012 and December 31, 2011, no changes were made to objectives, guidelines or procedures within the framework of the capital structure control policy. The Group monitors its capital using net fi nancial debt resulting from current net fi nancial liabilities and non-current fi nancial liabilities as an indicator.
The minimum capital requirements for equity stipulated under German stock legislation have been fulfi lled. Equity is subject to an external minimum capital requirement of 30 percent under the terms of the bonded loan issued by Wacker Neuson SE. For further information, please refer to item 20 "Financial liabilities" in these Notes.
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Current fi nancial liabilities | 98,290 | 92,075 |
| Short-term fi nancial liabilities | 97,853 | 91,654 |
| Current portion of long-term fi nancial liabilities |
437 | 421 |
| Non-current fi nancial liabilities (without provisions) |
134,807 | 15,261 |
| Total equity before minority interests | 914,658 | 901,064 |
| Total capitalization | 1,147,755 | 1,008,400 |
| in € K | Dec. 31, 2012 | Dec. 31, 2011 |
|---|---|---|
| Current net fi nancial liabilities | 79,423 | 75,185 |
| Short-term liabilities | 98,290 | 92,075 |
| less liquid funds | -18,867 | -16,890 |
| Net fi nancial debt | 214,230 | 90,446 |
| Current net fi nancial liabilities | 79,423 | 75,185 |
| plus non-current fi nancial liabilities | 134,807 | 15,261 |
Financial risk factors
Due to the global scope of its operations, the Group is exposed to various fi nancial risks, including foreign currency risks, credit risks, liquidity risks and interest rate risks. The comprehensive risk management policy of the Group is focused on the unpredictability of developments in fi nancial markets and aims to minimize any potential negative impact on the Group's fi nancial position. It is the general policy of the company to reduce these risks through systematic fi nancial management. The Group employs selective derivative fi nancial instruments to hedge against certain risks.
The Group fi nance department is responsible for risk management in accordance with the rules and guidelines approved by the Executive Board. It identifi es, evaluates and hedges against fi nancial risks in close cooperation with the operating units of the Group. The Executive Board sets guidelines for risk management as well as fi xed policies for specifi c areas of risk. These include dealing with foreign currency risks, interest rate risks and credit risks.
The guidelines also specify how derivative and other fi nancial instruments and liquidity surpluses are to be used.
Currency risks
Currency risks arise from expected future transactions, assets and liabilities reported in the balance sheet, as well as from net investments in a currency that diverges from the functional currency (EUR). Exchange risks are naturally hedged by offsetting receivables against payables in a given currency.
Two major manufacturing affi liates prepare their balance sheets in US dollars. From the Group's perspective, the US dollar is therefore a foreign currency that represents a signifi cant potential currency risk for fi nancial instruments. If the USD/EUR exchange rate increased or decreased by 5 percent, changes in the fi nancial assets and liabilities reported in the balance sheet in US dollars would have the following impact on profi t before tax and equity:
| 2012 | 2011 | |
|---|---|---|
| USD currency trends as a % | +5.00/-5.00 | +5.00/-5.00 |
| Impact on profi t before tax (EBT) | ||
| in € K | 1,236/-1,366 | 575/-635 |
| Impact on equity in € K | 1,236/-1,366 | 575/-635 |
Group profi t was hardly affected by exchange rate fl uctuations arising from the international fl ow of goods due to natural currency hedging, in particular with regard to the euro/US dollar. In 2012, the average EUR/USD exchange rate was EUR 1 to USD 1.29 (previous year: EUR 1 to USD 1.40). The Group uses derivative fi nancial instruments to hedge other currencies.
The Group is also subject to currency risks from individual transactions resulting from purchases and sales executed by a Group member in a currency other than the functional currency.
Credit risks
The Group is not exposed to any material credit risks (default risks). Contracts for derivative fi nancial instruments and fi nancial transactions are concluded only with fi nancial institutions with a high credit rating in order to keep the risk of default by the contracting party as low as possible. The book value of fi nancial assets recognized in the Consolidated Financial Statements less impairment represents the maximum default risk. For further information on the book value of fi nancial assets, please refer to item 26 "Additional information on fi nancial instruments" in these Notes.
Continued weakness on construction and fi nancial markets in some countries may present certain Group customers with fi nancial diffi culties, possibly culminating in insolvency. This would lead to a rise in accounts receivable and a subsequent increased risk of default. The Group is counteracting the risk of changes in individual customers' payment patterns through our active accounts receivable management policy, partner "healthchecks" and tools such as credit hedging.
Interest rate risks
Interest rate risks are caused by market fl uctuations in interest rates. On the one hand, they impact the amount of interest payments for which the Group is liable. On the other hand, they infl uence the market value of fi nancial instruments.
The Group hedges its cash fl ow against interest rate risks arising from borrowings with variable interest rates primarily by means of interest rate swaps (payer swaps), which, taking the prevailing economic climate into consideration, convert the variable interest rate positions into positions with fi xed interest rates.
Of the total fi nancial liabilities listed in item 20 "Financial liabilities" in these Notes (EUR K 233,097; previous year: EUR K 107,336), EUR K 124,014 (previous year: EUR K 42,679) are attributable to fi xed interest rate liabilities, which are not subject to changes in interest rate, and EUR K 109,083 (previous year: EUR K 64,657) to variable interest rate liabilities.
The following table shows how the Group's earnings before tax would respond to changes in interest rates that could be reasonably expected to occur based on the impact this would have on variable interest rate loans (EUR K 109,083; previous year: EUR K 64,657) and bank balances (EUR K 0; previous year: EUR K 92) resulting from a Group-wide cash pool system.
The effects on Group earnings before tax also refl ect the impact on equity.
| Book value at Dec. 31, 2012 |
Interest 2012 | Impact on profi t before tax (increase of 0.20%) |
Impact on profi t before tax (decrease of 0.20%) |
|---|---|---|---|
| 0 | 0 | 0 | 0 |
| 109,083 | 2.88% | -218 | 218 |
| -218 | 218 | ||
| Book value at Dec. 31, 2011 |
Interest 2011 | Impact on profi t before tax (increase of 0.20%) |
Impact on profi t before tax (decrease of 0.20%) |
| 92 | 0.188% | 0 | 0 |
| 64,657 | 2.96% | -129 | 129 |
| -129 | 129 | ||
Liquidity risks
Liquidity risks involve the availability of funds needed to meet payment obligations on time. The company is assured a supply of liquid funds at all times by the lines of credit not currently used by the company. Liquidity is managed by the Group's treasury department via a Group-wide cash pool system. Refer to item 20 "Financial liabilities" in these Notes for further information on existing credit lines and fi nancial covenants.
31 Executive bodies
Executive Board
In the year under review, the Executive Board comprised fi ve members up to and including September 30, 2012, and four members at the reporting date:
- J Cem Peksaglam, CEO, responsible for investor relations, legal matters, HR, real estate, Group auditing, quality management
- J Martin Lehner, Deputy CEO, responsible for the compact equipment business segment and, as of October 1, 2012, the light equipment business segment
- J Günther Binder, responsible for fi nance, controlling and IT
- J Werner Schwind, responsible for sales, rentals, logistics, service, marketing and training
- J Richard Mayer (until September 30, 2012), responsible for the light equipment business segment
Mr. Richard Mayer stepped down from his position as member of the Executive Board on September 30, 2012. Mr. Martin Lehner has taken on his executive mandate. Mr. Werner Schwind stepped down from his position on the Executive Board after the balance sheet date. Refer to item 27 "Events since the balance sheet date" in these Notes for further information.
The members of the company's Executive Board do not have any additional Supervisory Board positions or seats on comparable supervisory committees outside of the Wacker Neuson Group in Germany or abroad.
Supervisory Board
The following members are appointed to the Supervisory Board of Wacker Neuson SE as of the closing date:
- J Hans Neunteufel, engineer, Chairman of the PIN Private Trust (PIN Privatstiftung), in Linz, Austria, Chairman of the Supervisory Board
-
J Dr. Matthias Bruse, attorney-at-law and partner at the P+P Pöllath+Partners law fi rm, Munich, Germany, Deputy Chairman of the Supervisory Board
-
J Dr. Eberhard Kollmar, attorney-at-law and partner at the Kollmar, Deby & Sinz Rechtsanwaltsgesellschaft mbH law fi rm, Munich, Germany, Deputy Chairman of the Supervisory Board
- J Kurt Helletzgruber, businessman, member of the board of the PIN Private Trust (PIN Privatstiftung), Linz, Austria
- J Elvis Schwarzmair, Chairman of the Reichertshofen Works Council and Chairman of the Central Works Council, the Group Works Council, and the SE Works Council, Rohrbach, Germany
- J Hans Haßlach, Chairman of the Kramer-Werke GmbH Works Council, Deputy Chairman of the Group Works Council, Deputy Chairman of the SE Works Council, Uhldingen-Mühlhofen, Germany
In accordance with the Articles of Incorporation, the terms of offi ce of the Supervisory Board members listed above will run until the close of the AGM that tables a resolution to formally approve the actions taken by Wacker Neuson SE in fi scal 2014. Their terms may be no longer than six years. In 2011, Dr. Bruse was appointed to the Supervisory Board by resolution of the Munich Magistrate's Court. On May 22, 2012, the AGM confi rmed this decision and appointed Dr. Bruse to the Supervisory Board.
The following members of the company's Supervisory Board have additional supervisory board positions or seats for comparable supervisory committees in Germany and abroad outside of the Wacker Neuson Group:
J Hans Neunteufel
- 1) Chairman of the Supervisory Board of the Allgemeine Sparkasse Oberösterreich Bankaktiengesellschaft, Austria
- 2) Member of the Supervisory Board of the Oberösterreichische Technologie- und Marketinggesellschaft m.b.H. (technological organization in the state of Upper Austria) (until November 24, 2012)
- J Dr. Matthias Bruse
- 1) Member of the Supervisory Board of Klöpfer & Königer GmbH & Co. KG, Garching, Germany
- 2) Member of the Supervisory Board of SURTECO SE, Buttenwiesen, Germany
- 3) Member of the Supervisory Board of MAN SE, Munich, Germany (until April 20, 2012)
- J Kurt Helletzgruber
Chairman of the Supervisory Board of HTI High Tech Industries AG, St. Marien bei Neuhofen, Austria (as of June 19, 2012)
For information on the remuneration of the Executive and Supervisory Boards, as well as remuneration of former Board members, please refer to item 32 "Related party disclosures" in these Notes.
32 Related party disclosures
In the case of the Group, IAS 24 defi nes a related party necessitating disclosures as shareholders, entities over which shareholders have control or signifi cant infl uence (sister companies), non-consolidated companies, members of the Executive Board, members of the Supervisory Board and the pension fund.
Key trade relations with related parties were as follows during the period under review:
| in € K | Current receivables Dec. 31, 2012 |
Current payables Dec. 31, 2012 |
Expenses for business transactions 2012 |
Income for business transactions 2012 |
|---|---|---|---|---|
| Relations with shareholders | 414 | 236 | 725 | 1,291 |
| Relations with sister companies | 50 | 18 | 1,621 | 1,648 |
| Relations with non-consolidated companies | 0 | 0 | 0 | 0 |
| Pension fund | 41 | 199 | 0 | 3 |
| Total | 505 | 453 | 2,346 | 2,942 |
| in € K | Current receivables Dec. 31, 2011 |
Current payables Dec. 31, 2011 |
Expenses for business transactions 2011 |
Income for business transactions 2011 |
|---|---|---|---|---|
| Relations with shareholders | 310 | 102 | 545 | 992 |
| Relations with sister companies | 142 | 268 | 4,851 | 843 |
| Relations with non-consolidated companies | 356 | 714 | 7,075 | 340 |
| Pension fund | 0 | 199 | 0 | 0 |
| Total | 808 | 1,283 | 12,471 | 2,175 |
Relations with shareholders resulted mainly from goods and services traded with a shareholder. The goods and services delivered to the shareholder were valued at EUR K 1,291 (previous year: EUR K 992). These were counterbalanced with goods and services received from the shareholder to the value of EUR K 725 (previous year: EUR K 545). The goods and services were traded under the terms customary in the market, as agreed with third parties.
Relations with sister companies and entities over which shareholders have control or signifi cant infl uence resulted from deliveries and rental arrangements between affi liates and entities over which shareholders have control or signifi cant infl uence.
During the period under review, relations with non-consolidated companies resulted from goods and services traded between affi liates and Neuson Kramer subgroup companies that were not consolidated but where a shareholding exists (see general information on accounting standards/consolidation structure). In the year under review no write-downs were made on receivables and shareholdings (previous year: EUR K 1,004).
The pension fund is matched solely with a provision for voluntary support and pension benefi ts for employees both during the year under review and the prior fi scal year.
Total remuneration for the Executive Board in the period under review amounted to EUR K 5,435 (previous year: EUR K 3,584). Total remuneration for the Supervisory Board for the same period amounted to EUR K 464 (previous year: EUR K 456). At the AGM on May 26, 2011, a resolution was again passed to refrain from itemizing this information in accordance with Section 285 (1) No. 9a Sentences 5 to 8 in conjunction with Section 314 (2) Sentence 2 HGB in conjunction with Section 315a (1) HGB. At the closing date, short-term payables to the Executive Board in the amount of EUR K 1,700 were outstanding (previous year: EUR K 2,100).
Retirement commitments were agreed upon for members of the Executive Board. The value of pension obligations at the end of the accounting period totaled EUR K 4,404 (previous year: EUR K 4,504). The decrease in value (repayment) amounted to EUR K 100 (previous year: increase of EUR K 297). The value of pension obligations is based on pension obligations before netting with plan assets and before any possible actuarial gains or losses that have not yet been recognized. For more detailed information, please refer to item 18 "Provisions for pensions and similar obligations" in these Notes.
Due to respective agreements, pension agreements have also been closed with former members of the Executive Board. The value of these pension obligations at the end of the accounting period totaled EUR K 19,754 (previous year: EUR K 15,756). In the period under review, EUR K 2,321 (previous year: EUR K 1,662) was paid to former Executive Board members.
33 Auditor's fee
The auditor's fee is disclosed as an expense in fi scal 2012 and is broken down as follows:
| in € K | 2012 | 2011 |
|---|---|---|
| Auditing services | 746 | 1,048 |
| Other approval and | ||
| assessment services | 114 | 227 |
| Tax consultation services | 292 | 682 |
| Other services | 80 | 60 |
34 Declaration regarding the German Corporate Governance Code
The Executive and Supervisory Boards have issued a declaration stating which recommendations of the Government Commission on the German Corporate Governance Code have been and are being adopted. The declaration can be downloaded at any time from the Group website at www.wackerneuson.com.
35 Availing of exemption provisions according to Section 264 (3) and/or Section 264b HGB
The following fully consolidated domestic affi liates avail of the exemptions set down in Section 264 (3) HGB and/or Section 264b HGB for fi scal 2012:
| Company Name | City |
|---|---|
| Kramer-Werke GmbH | Pfullendorf |
| STG Stahl- und Maschinenbautechnik Gutmadingen GmbH |
Geisingen |
| Wacker Neuson Grundbesitz GmbH & Co. KG Pfullendorf | |
| Wacker Neuson Grundbesitz Verwaltungs GmbH |
Pfullendorf |
| Wacker Neuson Produktion GmbH & Co. KG | Munich |
| Wacker Neuson Vertrieb Deutschland GmbH & Co. KG |
Munich |
| Wacker Neuson SGM Verwaltungs GmbH | Munich |
| Wacker Neuson Vertrieb Europa GmbH & Co. KG |
Munich |
| Wacker Neuson SEM Verwaltungs GmbH | Munich |
| Weidemann GmbH | Diemelsee-Flechtdorf |
| Wacker Neuson Immobilien GmbH | Überlingen |
Munich, March 15, 2013
Wacker Neuson SE
Executive Board
Cem Peksaglam Günther C. Binder (CEO)
(Deputy CEO)
Martin Lehner Werner Schwind
Responsibility statement
"To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements give a true and fair view of the assets, fi nancials and earnings of the Wacker Neuson Group, and the Combined Management Report includes a fair review of the development and performance of the business and the position of the Wacker Neuson Group and Wacker Neuson SE, together with a description of the principal opportunities and risks associated with the expected development of the Wacker Neuson Group and Wacker Neuson SE."
Munich, March 15, 2013
Wacker Neuson SE, Munich
Executive Board
(CEO)
Cem Peksaglam Günther C. Binder
(Deputy CEO)
Martin Lehner Werner Schwind
Unqualifi ed Auditors' Opinion
The following auditor's opinion is based on the Consolidated Financial Statements and Combined Management Report of the Wacker Neuson Group:
"We have audited the Consolidated Financial Statements prepared by Wacker Neuson SE, Munich, Germany, comprising the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash fl ow statement, consolidated segment report and the Notes to the Consolidated Financial Statements, together with the Group Management Report, which is combined with the Management Report of the Company, for the reporting period from January 1 through December 31, 2012. The preparation of the Consolidated Financial Statements and the Group Management Report in accordance with IFRS as adopted by the EU, and the additional requirements of German commercial law pursuant to Section 315a paragraph 1 HGB are the responsibility of the parent company's management. Our responsibility is to express an opinion on the Consolidated Financial Statements and on the Group Management Report based on our audit.
We have conducted our audit of the Consolidated Financial Statements in accordance with Section 317 HGB and generally accepted German standards for the audit of fi nancial statements promulgated by the "Institut der Wirtschaftsprüfer" (Institute of Public Auditors in Germany). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, fi nancial position and results of operations in the Consolidated Financial Statements in accordance with the applicable fi nancial reporting framework and in the Group Management Report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Consolidated Financial Statements and the Group Management Report are examined primarily on a sample test basis within the framework of the audit.
The audit includes assessing the annual fi nancial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and signifi cant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements and the Group Management Report. We believe that our audit provides a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion and based on the fi ndings of our audit, the Consolidated Financial Statements comply with those IFRS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315a paragraph 1 HGB and give a true and fair view of the net assets, fi nancial position and results of operations of the Group in accordance with these requirements. The Group Management Report is consistent with the Consolidated Financial Statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development."
Munich, March 15, 2013
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
Keller Schönhofer Wirtschaftsprüfer Wirtschaftsprüfer (Public Auditor) (Public Auditor)
Technical glossary
| Breaker | Hammer which runs on a combustion engine or electrical motor and is used to break up or demolish concrete and asphalt. |
|---|---|
| Compact equipment | One of the Group's strategic business segments. Compact equipment covers machinery weighing up to around fourteen tons, particularly wheel loaders, skid steer loaders, four-wheel and track dumpers, telescopic handlers, track and mobile excavators and compact excavators. |
| Compaction | One of the Group's business fi elds in the light equipment segment. Equipment in this fi eld is used for compacting soil and asphalt during the construction of trenches, roads, paths, foundations and industrial buildings. It includes products such as rammers, vibratory plates and rollers. |
| Concrete technology | One of the Group's business fi elds in the light equipment segment. The equipment is used to lay concrete walls, ceilings and fl oors and includes internal and external vibrators as well as trowels. |
| Dumpers | Track- or wheel-based machines in the compact equipment segment primarily used for transporting backfi ll material. |
| Floor saws | Hand-guided saws equipped with a diamond blade. Like cut-off saws, they are mainly used for demolition work. |
| Heavy equipment | Large construction machinery which Wacker Neuson defi nes as having a total weight of over 15 tons. Typically transported to construction sites for specifi c projects and operated by specially trained employees. |
| Hydronic heating equipment |
Mobile heating equipment to thaw frozen ground, heat buildings and cure concrete at sub-zero temperatures, making construction work less dependent on weather conditions. |
| Internal vibrator | Used for concrete compaction, mainly on construction sites. These vibrators comprise eccentric weights driven by an electrical motor, which are encased in a water-tight steel tube so that they can be submersed in fresh concrete. |
| Light equipment | One of the Group's strategic business segments. It covers predominantly hand-held and hand-guided devices as well as remote-controlled or ride-on equipment of up to around three tons. |
| Rebar tiers | Rebar tiers are used to knot together the steel bars that reinforce concrete. These devices can tie up to 1,000 knots an hour. Rebar cutters are also available. |
|---|---|
| Skid steer loaders | Small loaders with four-wheel-drive steering or rubber tracks. They offer excellent maneuverability in small areas and can be easily handled in even the roughest terrain. Multi-purpose attachments are available. |
| Telescopic handlers | Like wheel loaders, these compact machines are ideal for use in the construction and agriculture industries. Telescopic handlers, however, feature a detached cabin and support very high lifting heights. |
| Trowels | Trowels are used to smooth concrete surfaces, in particular, freshly poured concrete, for example, in industrial halls. |
| Vibratory plates | Soil and asphalt compaction devices, mainly used to compact pipeline trenches and paving stones. They are also used to pre-compact soil for foundations. |
| Vibratory rammer (also rammer) |
First developed in the 1930s by Wacker Neuson, this pioneering product is used in soil and asphalt compaction, particularly in small spaces and narrow trenches. |
| Wheel loaders | Wheel loaders are versatile machines that can be equipped with a wide range of technologies and attachments. They are typically used for transporting or stacking material. |
| Worksite technology | One of the Group's business fi elds in the light equipment segment. Products in this business fi eld include generators and lighting equipment for construction site activities as well as equipment used to break or cut asphalt and concrete, such as cut-off saws, fl oor saws, rotary drills and breakers. |
| Zero tail excavator | When these excavators swing to the side (at a 90-degree angle to the direction of travel), the tail does not protrude over the tracks. |
Financial glossary
| Breakeven point | The point at which costs or expenses and revenue are equal at EBIT level. If a company fails to generate enough sales to reach this point, it will make a loss. A break-even analysis is an important tool for corporate planning. It helps assess the impact of changes to the cost structure and determine the amount of sales (level of revenue generated) required to exceed the break-even point. |
|---|---|
| Capital employed | Invested capital: Capital employed represents the interest-bearing capital tied up in and required by the Group to function. It is equal to the Group's operating assets less the amount of non-interest-bearing available capital. |
| Capital employed = non-interest-bearing assets less non-interest-bearing liabilities, less goodwill and less brand value. |
|
| Cash fl ow | Refers to a company's ability to fi nance itself, calculated by the excess of cash revenues over cash outlays in a given period of time (not including non-cash expenses/income). |
| Cash fl ow from fi nancing activities |
Cash balance resulting from changes to fi nancial liabilities, the issue of shares, cash infl ow from the disposal of treasury shares / cash outfl ow from the acquisition of treasury shares and dividend payments. |
| Cash fl ow from investment activities |
Cash balance resulting from the acquisition of fi nancial, tangible or intangible assets and the disposal of fi nancial, tangible and intangible assets. |
| Cash fl ow from operating activities |
Cash fl ow generated from operating activities. |
| Corporate governance | Sound and responsible management and control of a company with the aim of creating long-term value. |
| Deferred taxes | Differences between the tax base and the carrying amounts in the IFRS accounts in order to disclose tax expense (actual and deferred) according to IFRS. |
| Derivatives | Derivatives are fi nancial instruments, such as futures and options that derive their value from the value of other fi nancial instruments or an underlying asset. |
| Discounted cash fl ow (DCF) method |
Valuation method used to estimate the market value by discounting a company's future cash fl ows to their present value. |
| Earnings per share (EPS) |
EPS is defi ned as net profi t for the year divided by the number of shares. |
| EBIT (margin) | The earnings before interest and taxes (EBIT) margin is the ratio of EBIT to revenue. |
| EBITDA (margin) | The earnings before interest, taxes, depreciation and amortization (EBITDA) margin is a measure of a company's operational profi tability. It is calculated as the ratio of EBITDA to revenue. |
|---|---|
| EBT | Earnings before taxes (EBT). |
| Economic Value Added (EVA) |
A measure of the net operating profi t (less cost of capital) from total capital, indicating whether company value has increased or decreased. |
| Equity ratio | Ratio of equity before minority interests to total capital; indicates the fi nancial stability of a company. |
| Free cash fl ow | Free cash fl ow refers to the amount of cash readily available to a company. |
| Gearing | Net fi nancial debt as a percentage of equity before minority interests. |
| Goodwill | When a company purchases another company for a price that is higher than the fair value (book value) of all assets and liabilities, the difference is recorded as goodwill. |
| Gross profi t margin | Gross profi t margin is a measure of operational effi ciency, expressing the relationship between gross profi t and sales revenue or the percentage by which sales exceed cost of sales. |
| Hedge | Provides protection against risks arising from unfavorable exchange rate fl uctuations and changes to raw material and other prices. |
| Impairment test | Intangible assets are subject to an annual impairment test. This involves comparing the carrying amount with the fair value less costs to sell. Fair value is calculated using the discounted cash fl ow method. Future cash fl ows are discounted to the respective reporting date. The asset is deemed impaired if the fair value less costs to sell is lower than the carrying value. |
| IFRS (IAS) | International Financial Reporting Standards. Internationally recognized and applied accounting standards devised by the International Accounting Standards Board (IASB) in an effort to harmonize accounting standards and principles worldwide. |
| Key performance indicators (KPI) |
KPIs are used to defi ne company targets and measure the extent to which a company is achieving its goals. |
| NOPLAT | Net operating profi t less adjusted taxes (NOPLAT) refers to earnings before interest and taxes (EBIT) minus adjusted taxes. NOPLAT shows the annual profi t a company would achieve if it were fi nanced purely from equity. NOPLAT = EBIT less (EBIT x corporate tax rate) |
| NOPLAT | Net operating profi t less adjusted taxes (NOPLAT) refers to earnings before interest and taxes (EBIT) minus adjusted taxes. NOPLAT shows the annual profi t a company would achieve if it were fi nanced purely from equity. NOPLAT = EBIT less (EBIT x corporate tax ratio) |
|---|---|
| Peer group | Companies active in the same or a similar branch or industry. |
| Purchase price allocation (PPA) |
This refers to a process whereby the purchase price paid for a company is allocated at fair value to the assets, liabilities and contingent liabilities acquired. The difference in value is disclosed as goodwill (see entry above). |
| Return on assets (after tax and before minority interests) |
Return on assets is the ratio between profi t for the period before minority interests and the average balance sheet total. |
| Return on sales (ROS) | Return on sales is the ratio between profi t before minority interests and sales or revenue. |
| ROCE I (return on capital employed) |
ROCE I indicates the effi ciency and profi t-generating ability of capital expenditure within a company. ROCE I = EBIT ratio to average capital employed as a % |
| ROCE II (return on capital employed) |
ROCE II shows how much return a company realizes on the capital it invests after tax. ROCE II = NOPLAT in relation to average capital employed as a % |
| ROE (return on equity) | This indicator measures the return a company is getting on its equity. It shows the relation between earnings (after tax) and equity employed before minority interests. ROE = Earnings after tax in relation to average equity before minority interests as a % |
| Schuldschein loan agreements |
Schuldschein loan agreements ("Schuldscheindarlehen") are bilateral loan agreements unique to the German market. They represent a source of capital market fi nancing similar to bond or syndicated loan fi nancing for issuers with long-term funding needs. Schuldschein loans are typically senior unsecured instruments that pay a fi xed or a variable coupon. Unlike bonds, Schuldschein loans are not securities but bilateral, unregistered, (usually) unrated and unlisted loan agreements sold directly to institutional investors. Schuldschein loans are not exchange traded. |
| Swap | A swap is an agreement between two parties to exchange cash fl ows at a future point in time. The agreement also defi nes how the payments are calculated and when they are to be made. |
| Tax shield | The reduction in income taxes that results from availing of tax deductions applicable to interest on borrowings. It increases a company's equity value. |
|---|---|
| Weighted average cost of capital (WACC) |
Indicates the minimum return on capital employed. It is calculated as the weighted average cost of equity and debt, whereby tax benefi ts are to be deducted from the cost of debt. Here, equity is taken at market value at the closing date and not at the balance-sheet value. The cost of equity is based on the risk-free return plus a company-specifi c market risk premium. This corresponds to the difference between the risk-free return and the overall market return depending on the leverage beta. |
| The long-term conditions under which the Wacker Neuson Group can borrow funds are used to defi ne debt costs. For shareholders and lenders, WACC indicates the return they might expect on the funds or capital they have provided. It also gives a company a good indication of the type of return it needs to generate on prospective investments. A company is producing value for its investors if return on capital employed (ROCE) exceeds WACC. WACC: (percentage of fi nancing that is equity x cost of equity) + (percentage of fi nancing on average that is debt x cost of debt) x (1 – tax rate) Equity costs = basic interest rate (risk-free return) + market risk premium x leverage ß |
|
| Working capital | The difference between current assets and current liabilities excluding liquid funds. Also known as net current assets, this is a key indicator of the liquidity of a company. Working capital = Total inventory plus trade receivables minus trade payables |
| Working capital to revenue |
Return on capital employed to generate revenue. Working capital to revenue = relationship between working capital and revenue |
| Write-downs | Scheduled or one-off write-downs indicating impairment in the value of an asset. The impairment test in fi scal 2009 resulted in the write-down of goodwill attributable to the Neuson Kramer subgroup in the amount of EUR K 89,540 and a write-down in the amount of EUR K 10,798 on the value attributable to the Neuson brand – a constituent part of the Wacker Neuson name (total impairment losses of EUR 100.3 million). This one-off, non-cash write-down was refl ected in the income statement. The portion of the write-down attributable to brand impairment was reversed in fi scal 2011 ( write-ups). |
| Write-ups | This involves making an upward adjustment to the carrying value of an asset. If the impairment test reveals that the reasons for writing down an asset in a previous accounting period no longer prevail, IAS 36 provides for the reversal of impairment up to the maximum amount of the historic cost under other intangible assets (brands, technologies, customer pool). This reversal is recognized in the income statement. IAS 36 specifi cally prohibits the reversal of impairment losses for goodwill. |
Publishing Details / Financial Calendar
Contact
Wacker Neuson SE
Katrin Neuffer Investor Relations Preussenstrasse 41 80809 Munich Germany
Phone +49 - (0)89 - 354 02 - 173 Fax +49 - (0)89 - 354 02 - 298
[email protected] www.wackerneuson.com
Publishing Details
Issued by: Wacker Neuson SE, Department: Corporate Communication/ Investor Relations
Concept, design and realization: Kirchhoff Consult AG, Germany
Content: Wacker Neuson SE
Print: Fritz Kriechbaumer, Munich, Germany
Financial Calendar 2013
March 20, 2013 Publication of fi nancial results 2012, press conference, Munich May 14, 2013 Publication of fi rst-quarter report 2013 May 28, 2013 AGM, Munich August 06, 2013 Publication of half-year report 2013 November 12, 2013 Publication of nine-month report 2013
All rights reserved. Valid March 2013. Wacker Neuson SE accepts no liability for the accuracy and completeness of information provided in this brochure. Reprint only with the written approval of Wacker Neuson SE in Munich, Germany. The German version shall govern in all instances. In the event of discrepancies between the German and the English version, the German version shall prevail. Published on March 20, 2013.
Disclaimer
This Annual Report contains forward-looking statements which are based on the current estimates and assumptions by the corporate management of Wacker Neuson SE. Forward-looking statements are cha racterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate and similar formulations. Such statements are not to be understood as in anyway guaranteeing that those expec tations will turn out to be accurate. Future performance and the results actually achieved by Wacker Neuson SE and its affi liated companies depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors are outside the Company´s control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. The Company neither plans nor undertakes to update any forward-looking statements.
6-Year Comparison
| in € million | ||||||
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | |
| Revenue | 1,091.7 | 991.6 | 757.9 | 597.0 | 870.3 | 742.11 |
| Revenue Europe | 776.4 | 723.9 | 558.6 | 465.7 | 676.2 | 520.7 |
| Revenue Americas | 276.2 | 231.0 | 168.1 | 103.1 | 166.9 | 196.1 |
| Revenue Asia-Pacifi c | 39.1 | 36.7 | 31.2 | 28.2 | 27.2 | 25.3 |
| EBITDA | 141.7 | 162.6 | 77.8 | 27.2 (36.7)2 | 100.9 | 117.0 |
| Depreciation and amortization Of which one-off write-ups/write-downs |
-56.8 -0.8 |
-38.8 10.8 |
-41.1 – |
-140.3 -100.3 |
-43.0 – |
-38.1 – |
| EBIT | 84.9 | 123.8 | 36.7 | -113.1 (-3.2)3 | 58.0 | 78.9 |
| EBT | 77.8 | 120.3 | 32.7 | -115.5 (-5.6)3 | 55.7 | 78.2 |
| Profi t for the period | 54.1 | 85.8 | 23.9 | -110.1 (-2.9)3,4 | 37.4 | 54.1 |
| Number of employees | 4,096 | 3,514 | 3,142 | 3,059 | 3,665 | 3,659 |
| R&D percentage of revenue as a % | 2.5 | 2.2 | 2.9 | 3.4 | 2.9 | 2.8 |
| Share | ||||||
| Earnings per share in € | 0.77 | 1.22 | 0.34 | -1.57 | 0.53 | 1.1 |
| Dividends per share in € | 0.305 | 0.50 | 0.17 | 0 | 0.19 | 0.50 |
| Book value at Dec. 31 in € | 13.1 | 12.9 | 11.9 | 11.3 | 13.0 | 13.0 |
| Closing price at Dec. 31 in € | 10.4 | 9.6 | 13.0 | 8.2 | 6.2 | 14.6 |
| Market capitalization at Dec. 31 | 725.9 | 669.8 | 911.8 | 575.1 | 434.2 | 1,025.4 |
| Key profi t fi gures | ||||||
| Gross profi t margin as a % | 30.4 | 32.6 | 31.6 | 30.8 | 33.7 | 38.1 |
| EBITDA margin as a % | 13.0 | 16.4 | 10.3 | 4.6 (6.2)2 | 11.6 | 15.8 |
| EBIT margin as a % | 7.8 | 12.5 | 4.8 | -18.9 (-0.5)3 | 6.7 | 10.6 |
| Net return on sales (ROS) as a % | 5.0 | 8.7 | 3.2 | -18.4 (-2.1)4,7 | 4.4 | 7.3 |
| Key fi gures from the balance sheet | ||||||
| Equity before minority interests | 914.7 | 901.1 | 830.6 | 789.0 | 909.1 | 910.4 |
| Net fi nancial debt Gearing as a % |
214.2 23.4 |
90.4 10.0 |
13.7 1.7 |
-24.9 -3.2 |
59.0 6.5 |
-43.1 -4.7 |
| Balance sheet total | 1,344.8 | 1,214.3 | 1,030.2 | 971.7 | 1,178.6 | 1,214.5 |
| Total liabilities | 426.6 | 310.3 | 197.3 | 180.2 | 266.8 | 301.8 |
| Return on assets (ROA) as a % | 4.3 | 7.0 | 2.5 | -1.14,7 | 3.2 | 7.5 |
| Equity ratio before minority interests as a % | 68.0 | 74.3 | 80.6 | 81.2 | 77.1 | 75.0 |
| Working capital | 456.8 | 370.5 | 269.3 | 217.9 | 303.9 | 271.5 |
| Working capital as a % of revenue | 41.8 | 37.4 | 35.5 | 36.5 | 34.9 | 36.6 |
| ROCE I as a % | 10.8 | 17.58 | 6.9 | -2.47 | 10.8 | 23.19 |
| ROCE II as a % | 7.6 | 12.58 | 5.2 | -1.97 | 7.4 | 15.89 |
| Weighted average cost of capital (WACC) | 7.5 | 7.5 | 7.9 | 8.1 | 7.6 | – |
| Capital employed (average) | 793.6 | 646.9 | 531.3 | 538.9 | 537.4 | 486.7 |
| Return on equity (ROE) as a % | 6.1 | 9.08 | 3.0 | -1.45 | 4.2 | 12.3 |
| Economic value added (EVA) | 0.7 | 32.1 | -14.1 | -54.1 | -1.3 | 24.3 |
| Cash fl ow | ||||||
| Cash fl ow from operating activities | 13.6 | 43.6 | 44.9 | 138.3 | 38.110 | 55.0 |
| Cash fl ow from investing activities | -99.9 | -105.5 | -85.2 | -38.1 | -16.410 | -141.8 |
| Investments | 104.0 | 114.0 | 85.0 | 43.4 | 101.8 | 84.0 |
| Cash fl ow from fi nancing activities | 88.8 | 42.6 | -10.3 | -53.0 | -21.9 | 96.4 |
| Free cash fl ow | -86.3 | -61.9 | -38.8 | 100.6 | 23.4 | 62.1 |
Pro-forma Group revenue amounted to EUR 979.5 million (Neuson Kramer Baumaschinen AG consolidated for the fi rst time on October 1, 2007). 2
Adjusted to refl ect restructuring costs (EUR 9.6 million).
Adjusted to refl ect restructuring costs in the amount of EUR 9.6 million and write-downs on intangible assets in the amount of EUR 100.3 million.
4 Including deferred taxes in the amount of EUR -2.7 million (in conjunction with write-downs on brand value – intangible assets).
Dividend proposal for the AGM on May 28, 2013. Since 2010, expenses for service technicians are reported in the income statement under cost of sales (instead of sales and service expenses).
Adjusted for write-down on intangible assets in the amount of EUR 100.3 million.
2011 fi gure adjusted for reversal of impairment in the amount of EUR 10.8 million.
On a pro-forma basis.
10 The item "Interest received" has been transferred from cash fl ow from investment activities to cash fl ow from operating activities.