Consolidated Interim Report for the first six months ... - Herlitz PBS AG
Consolidated Interim Report for the first six months ... - Herlitz PBS AG
Consolidated Interim Report for the first six months ... - Herlitz PBS AG
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
<strong>Consolidated</strong> <strong>Interim</strong> <strong>Report</strong><br />
<strong>for</strong> <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> to 30 June 2012<br />
in accordance with section 37w, WpHG [German<br />
Securities Trading Act]<br />
Page 1 of 19
Table of Contents<br />
Unaudited condensed consolidated interim financial statements<br />
in accordance with IFRS<br />
<strong>Consolidated</strong> balance sheet 3<br />
<strong>Consolidated</strong> income statement 4<br />
<strong>Consolidated</strong> statement of comprehensive income 5<br />
<strong>Consolidated</strong> statement of changes in equity 6<br />
<strong>Consolidated</strong> cash flow statement 7<br />
Notes to <strong>the</strong> condensed consolidated interim financial statements<br />
A. General in<strong>for</strong>mation 8<br />
B. Bases and accounting policies <strong>for</strong> <strong>the</strong> consolidated interim financial<br />
statements<br />
1. Basis of preparation <strong>for</strong> <strong>the</strong> financial statements 8<br />
2. Significant accounting and valuation principles 9<br />
3. <strong>Consolidated</strong> entities 9<br />
C. Discontinued operations 9<br />
D. Notes on <strong>the</strong> balance sheet and income statement of <strong>the</strong><br />
continued operations 11<br />
E. Seasonal effects on business operations 11<br />
F. Segment revenues and results 11<br />
G. O<strong>the</strong>r explanations<br />
1. O<strong>the</strong>r financial obligations 12<br />
2. Bank loans and transfers by way of security 12<br />
3. Work<strong>for</strong>ce 12<br />
4. In<strong>for</strong>mation on relationships with associated companies<br />
and persons 12<br />
5. O<strong>the</strong>r significant events after reporting date 13<br />
<strong>Interim</strong> group management report 14<br />
Affirmation of <strong>the</strong> legal representatives 18<br />
Page 2 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
<strong>Consolidated</strong> balance sheet as of 30 June 2012 (IFRS)<br />
Assets 30 June 2012 31 December 2011<br />
EUR<br />
EUR<br />
Long-term assets<br />
Intangible assets and tangible assets 8,578,570.57 17,229,975.04<br />
O<strong>the</strong>r financial assets and deferred tax assets 646,827.18 672,956.56<br />
9,225,397.75 17,902,931.60<br />
Short-term assets<br />
Inventories 24,257,371.93 29,714,373.57<br />
Trade accounts receivable<br />
and o<strong>the</strong>r short-term assets 41,570,195.33 27,842,827.88<br />
Cash and cash equivalents 597,522.02 3,544,568.08<br />
66,425,089.28 61,101,769.53<br />
Total 75,650,487.03 79,004,701.13<br />
Liabilities 30 June 2012 31 December 2011<br />
EUR<br />
EUR<br />
Equity<br />
Equity due to shareholders of <strong>the</strong> parent company 19,895,904.67 22,701,441.61<br />
Minority interests 433,268.67 634,083.31<br />
20,329,173.34 23,335,524.92<br />
Long-term debt<br />
Long-term bank loans 0.00 364,941.18<br />
Long-term liabilities <strong>for</strong> financial leasing 2,866.96 59,792.78<br />
Long-term provisions 55,769.08 54,855.30<br />
58,636.04 479,589.26<br />
Short-term debt<br />
Trade accounts payable 16,672,382.95 17,257,790.71<br />
Overdraft facilities, short-term bank loans 1,222,056.44 0.00<br />
Derivative financial instruments 1,033,648.26 797,077.74<br />
Short-term shareholder loans 21,152,500.00 20,697,500.00<br />
Short-term liabilities <strong>for</strong> financial leasing 64,973.24 24,649.20<br />
Short-term provisions 446,787.30 397,871.41<br />
O<strong>the</strong>r short-term liabilities 13,371,010.99 13,605,238.12<br />
Short-term tax liabilities 1,299,318.47 2,409,459.77<br />
55,262,677.65 55,189,586.95<br />
Total 75,650,487.03 79,004,701.13<br />
Page 3 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
<strong>Consolidated</strong> income statement (IFRS)<br />
<strong>for</strong> <strong>the</strong> period 1 January to 30 June 2012<br />
06.2012 06.2011<br />
1 Jan. - 30 June 2012 1 Jan. - 30 June 2011<br />
EUR<br />
EUR<br />
Sales revenues 78,793,767.73 81,638,241.81<br />
Change in inventories 936,723.95 2,723,468.57<br />
O<strong>the</strong>r operating income 3,816,933.34 4,020,362.72<br />
Cost of materials -43,354,049.67 -45,044,827.11<br />
Personnel expenses -25,859,232.57 -24,636,284.06<br />
Depreciation -873,907.57 -958,732.11<br />
O<strong>the</strong>r operating expenses -22,577,620.56 -23,141,908.30<br />
Earnings from continued operations be<strong>for</strong>e interest and taxes -9,117,385.35 -5,399,678.48<br />
Financial result -502,431.93 -795,372.93<br />
Loss from continued operations be<strong>for</strong>e taxes -9,619,817.28 -6,195,051.42<br />
Taxes on income -42,630.49 -254,965.08<br />
Loss from continued operations -9,662,447.77 -6,450,016.50<br />
Earnings from discontinued operations 6,737,255.00 316,633.52<br />
<strong>Consolidated</strong> net loss <strong>for</strong> <strong>the</strong> period -2,925,192.77 -6,133,382.98<br />
Of which attributable to shareholders of <strong>the</strong> parent company -2,745,693.38 -6,001,677.16<br />
Of which attributable to minority interests -179,499.39 -131,705.82<br />
Number of weighted no-par shares [in thousand] 10,908.00 10,908.00<br />
Potential number of diluted no-par shares [in thousand] - -<br />
Weighted average of all no-par shares [in thousand] 10,908.00 10,908.00<br />
Undiluted earnings per no-par share [EUR per share] -0.25 -0.55<br />
Diluted earnings per no-par share [EUR per share] -0.25 -0.55<br />
Page 4 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
<strong>Consolidated</strong> statement of comprehensive income (IFRS)<br />
<strong>for</strong> <strong>the</strong> period from 1 January to 30 June 2012<br />
06.2012 06.2011<br />
1 Jan. - 30 June 2012 1 Jan. - 30 June 2011<br />
EUR<br />
EUR<br />
<strong>Consolidated</strong> net loss <strong>for</strong> <strong>the</strong> period -2,925,192.77 -6,133,382.98<br />
Currency conversion of <strong>for</strong>eign continued operations -381,495.88 0.00<br />
Currency conversion of <strong>for</strong>eign discontinued operations 300,337.07 -33,464.41<br />
Comprehensive income after taxes -3,006,351.58 -6,166,847.39<br />
of which attributable to shareholders of <strong>the</strong> parent company -2,805,536.94 -6,048,597.46<br />
of which attributable to minority interests -200,814.64 -118,249.93<br />
Dividends paid, de-consolidation, initial consolidation<br />
Equity at <strong>the</strong> start of <strong>the</strong> period 23,335,524.92 34,010,986.54<br />
Equity at <strong>the</strong> end of <strong>the</strong> period 20,329,173.34 27,844,139.15<br />
Page 5 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
Statement of changes in equity as of 30 June 2012 (IFRS)<br />
in EUR<br />
Subscribed<br />
capital<br />
Parent company<br />
Capital reserve<br />
Retained<br />
earnings<br />
O<strong>the</strong>r<br />
consolidated<br />
income<br />
Equity<br />
Minority<br />
interests<br />
Equity<br />
Group equity<br />
As of 31 Dec. 2011 46,466,951.10 27,493,597.46 -53,341,515.61 2,082,408.66 22,701,441.61 634,083.31 23,335,524.92<br />
Comprehensive income -2,745,693.38 -59,843.56 -2,805,536.94 -200,814.64 -3,006,351.58<br />
As of 30 June 2012 46,466,951.10 27,493,597.46 -56,087,208.99 2,022,565.10 19,895,904.67 433,268.67 20,329,173.34<br />
in EUR<br />
Subscribed<br />
capital<br />
Parent company<br />
Capital reserve<br />
Retained<br />
earnings<br />
O<strong>the</strong>r<br />
consolidated<br />
income<br />
Equity<br />
Minority<br />
interests<br />
Equity<br />
Group equity<br />
As of 31 Dec. 2010 46,466,951.10 27,493,597.46 -43,495,475.39 2,934,862.55 33,399,935.72 611,050.81 34,010,986.53<br />
Comprehensive income -6,001,677.16 -46,920.29 -6,048,597.45 -118,249.93 -6,166,847.38<br />
As of 30 June 2011 46,466,951.10 27,493,597.46 -49,497,152.55 2,887,942.26 27,351,338.27 492,800.88 27,844,139.15<br />
Page 6 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
Cash flow statement as of 30 June 2012 (IFRS)<br />
1 Jan. - 30 June 2012 1 Jan. - 30 June 2011<br />
EUR k<br />
EUR k<br />
Cash flow from operating activities<br />
<strong>Consolidated</strong> income be<strong>for</strong>e taxes -2,862 -5,712<br />
Adjustment <strong>for</strong> non-cash items<br />
and non-operating transactions -5,351 2,537<br />
Changes to working capital -16,713 -7,878<br />
O<strong>the</strong>r transactions -212 -591<br />
-25,138 -11,644<br />
Of which from discontinued operations -1,026 -1,774<br />
Cash flow from investing activities<br />
Amounts paid out <strong>for</strong> investments -479 -1,677<br />
Amounts received from disinvestments 23 537<br />
Amounts received from <strong>the</strong> disposal of consolidated entities 21,290 537<br />
20,834 -603<br />
Of which from discontinued operations 21,147 -608<br />
Cash flow from financing activities<br />
Amounts received from taking out loans 1,272 8,978<br />
O<strong>the</strong>r transactions 10 0<br />
1,282 8,978<br />
Of which from discontinued operations 56 430<br />
Liquid funds at <strong>the</strong> end of <strong>the</strong> period<br />
Change in liquidity -3,022 -3,806<br />
Changes due to exchange rates, company group and valuation 75 0<br />
Liquid funds at <strong>the</strong> start of <strong>the</strong> period 3,545 4,777<br />
598 971<br />
Page 7 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
Condensed notes to <strong>the</strong> condensed interim financial statements<br />
<strong>for</strong> <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> to 30 June 2012<br />
A. General in<strong>for</strong>mation<br />
The condensed consolidated interim financial statements <strong>for</strong> <strong>the</strong> period 1 January<br />
to 30 June 2012 have been released <strong>for</strong> publication on 29 August 2012 by<br />
resolution of <strong>the</strong> Management Board.<br />
Thomas Hübner left his position as CEO of <strong>the</strong> Group effective 31 May 2012. The<br />
two remaining Management Board members Cheong Seng Ng and Thomas Radke<br />
assumed his previous areas of responsibility.<br />
B. Bases and accounting policies <strong>for</strong> <strong>the</strong> consolidated interim financial<br />
statements<br />
1. Basis of preparation <strong>for</strong> <strong>the</strong> financial statements<br />
The condensed interim financial statements <strong>for</strong> <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> to 30 June<br />
2012 of <strong>Herlitz</strong> <strong>AG</strong> comply with <strong>the</strong> provisions of <strong>the</strong> German Securities Trading<br />
Act [Wertpapierhandelsgesetz – WpHG] and pursuant to section 37w WpHG<br />
comprise condensed interim financial statements, a group interim management<br />
report as well as an affirmation of <strong>the</strong> legal representatives.<br />
The condensed consolidated interim financial statements as of 30 June 2012<br />
have been prepared in accordance with <strong>the</strong> International Financial <strong>Report</strong>ing<br />
Standards (IFRS) and <strong>the</strong>ir interpretations by <strong>the</strong> International Financial<br />
<strong>Report</strong>ing Interpretations Committee (IFRIC) as <strong>the</strong>y are to be applied in <strong>the</strong><br />
European Union (EU).<br />
The condensed consolidated interim financial statements <strong>for</strong> <strong>the</strong> period 1 January<br />
to 30 June 2012 have been presented in accordance with IAS 34 “<strong>Interim</strong><br />
Financial <strong>Report</strong>ing”.<br />
The condensed notes as of 30 June 2012 only portrait and explain major events<br />
and facts that have changed after <strong>the</strong> notes as of 31 December 2011 were<br />
published.<br />
The currency in which <strong>the</strong> condensed consolidated interim financial statements<br />
are prepared is <strong>the</strong> euro. The income statement has been prepared according to<br />
Page 8 of 19
<strong>the</strong> total cost method.<br />
2. Significant accounting and valuation principles<br />
The accounting and valuation principles applied <strong>for</strong> preparing <strong>the</strong> condensed<br />
consolidated interim financial statements correspond to those used in <strong>the</strong><br />
previous year. The explanations in <strong>the</strong> notes to <strong>the</strong> consolidated annual financial<br />
statements as of 31 December 2011 should be read in this context.<br />
In financial year 2012, IFRS 5 is applied to <strong>the</strong> discontinued operations resulting<br />
from <strong>the</strong> sale of <strong>the</strong> production sites Falken Office Products GmbH, DELMET<br />
PROD srl and <strong>Herlitz</strong> UK Ltd as well as <strong>the</strong> customer contracts of <strong>the</strong> “no name”<br />
and “private label” business in <strong>the</strong> lever arch file portfolio (hereinafter referred to<br />
as “discontinued operations”).<br />
3. <strong>Consolidated</strong> entities<br />
The financial statements of <strong>the</strong> parent company and <strong>the</strong> entities controlled by it<br />
(subsidiaries) are included in <strong>the</strong> consolidated interim financial statements as of<br />
30 June 2012.<br />
The investments in Falken Office Products GmbH, Germany, <strong>Herlitz</strong> UK Ltd.,<br />
Great Britain, as well as DELMET PROD srl, Romania, were sold effective 31<br />
March 2012. The companies were de-consolidated as of 31 March 2012 and are<br />
reported as a major part of <strong>the</strong> discontinued operations pursuant to IFRS 5.<br />
The local subsidiary <strong>Herlitz</strong> Benelux B.V. has been in liquidation since 1 March<br />
2012. The going concern principle no longer applied once <strong>the</strong> company<br />
discontinued its business operations. It was <strong>the</strong>re<strong>for</strong>e de-consolidated on 31<br />
March 2012. No obligations or risks not stated in <strong>the</strong> balance sheet arose from<br />
<strong>the</strong> liquidation of this company. The liquidation is not expected to generate any<br />
significant income in <strong>the</strong> future.<br />
Apart from <strong>Herlitz</strong> <strong>AG</strong> (parent company), 8 domestic and 6 <strong>for</strong>eign companies are<br />
included in <strong>the</strong> <strong>Herlitz</strong> Group as of 30 June 2012.<br />
C. Discontinued operations<br />
The entire sales transaction took place at <strong>the</strong> end of March 2012. The purchase<br />
price came to EUR 22.2 million and was paid straight away. The purchase<br />
agreement stipulates, among o<strong>the</strong>r things, that <strong>the</strong> existing agreements between<br />
<strong>the</strong> <strong>Herlitz</strong> Group and third-party customers in <strong>the</strong> “no name” and “private label”<br />
business in <strong>the</strong> lever arch file portfolio will not be extended. As a result, <strong>the</strong><br />
majority of <strong>the</strong>m is unlikely to generate fur<strong>the</strong>r sales revenues <strong>for</strong> <strong>the</strong> <strong>Herlitz</strong><br />
Page 9 of 19
Group as from <strong>the</strong> end of 2012. For this reason, no assets and liabilities were<br />
reported as held-<strong>for</strong>-sale as of 30 June 2012. The income from continued<br />
operations will increase on <strong>the</strong> back of still continued sales revenues in financial<br />
year 2012.<br />
The discontinued operations are allocated to <strong>the</strong> “product business segment.<br />
The income statement <strong>for</strong> <strong>the</strong> discontinued operations is as follows:<br />
1 Jan. -<br />
30 June 2012<br />
EUR k<br />
1 Jan. -<br />
30 June 2011<br />
EUR k<br />
Sales revenues 22,092 24,795<br />
O<strong>the</strong>r operating income 7,258 0<br />
Expenses -22,492 -24,169<br />
Net profit of <strong>the</strong> discontinued operations<br />
be<strong>for</strong>e income taxes 6,858 626<br />
Financial result -101 -143<br />
Income taxes from ordinary<br />
operations -20 -167<br />
Net profit of <strong>the</strong> discontinued operations 6,737 317<br />
The drop in sales revenues resulted from declining demand as well as <strong>the</strong><br />
discontinuation of business with third-party customers of <strong>the</strong> <strong>for</strong>eign companies<br />
sold in financial year 2012.<br />
Expenses fell slower than sales revenues as goods have been bought instead of<br />
produced by <strong>the</strong> Group since April 2012, which has decreased <strong>the</strong> margin. In<br />
addition, non-recurring expenses were incurred <strong>for</strong> consultancy services and<br />
personnel transfers.<br />
O<strong>the</strong>r operating income includes <strong>the</strong> de-consolidation income from <strong>the</strong> disposal<br />
of <strong>the</strong> three companies of EUR 7.1 million.<br />
Expenses from discontinued operations do not comprise any allocations <strong>for</strong><br />
expenses incurred in connection with <strong>the</strong> Management Board.<br />
In <strong>the</strong> condensed cash flow statement, <strong>the</strong> purchase price is reported in additions<br />
from <strong>the</strong> sale of <strong>the</strong> consolidated companies under cash flow from investing<br />
activities.<br />
Page 10 of 19
D. Notes on <strong>the</strong> balance sheet and income statement of <strong>the</strong> continued<br />
operations<br />
The major change in <strong>the</strong> balance sheet of <strong>the</strong> continued operations compared to<br />
31 December 2011 is <strong>the</strong> rise in o<strong>the</strong>r current assets, resulting from <strong>the</strong><br />
purchase price received <strong>for</strong> <strong>the</strong> sales transaction being used <strong>for</strong> increasing<br />
available funds from factoring. In <strong>the</strong> income statement, personnel expenses<br />
increased due to non-recurring expenses <strong>for</strong> personnel adjustment measures<br />
rising from EUR 0.8 million in <strong>the</strong> previous year’s period to EUR 2.6 million.<br />
E. Seasonal effects on business operations<br />
Due to <strong>the</strong> seasonal nature of <strong>the</strong> stationery and papetery business, <strong>the</strong> essential<br />
profit contributions are always generated in <strong>the</strong> second half of <strong>the</strong> year during<br />
back-to-school business and Christmas trade.<br />
F. Segment revenues and results<br />
Like in <strong>the</strong> consolidated annual financial statements as of 31 December 2011,<br />
segment revenues and results are presented after consolidation:<br />
Segment revenues<br />
EUR k<br />
Segment results<br />
EUR k<br />
1 Jan. - 30 June 2012<br />
Product business 78,975 -212<br />
Service 21,911 -1,700<br />
Segments total 100,886 -1,912<br />
O<strong>the</strong>r - -<br />
Financial result - -949<br />
Taxes - -64<br />
<strong>Herlitz</strong> Group 100,886 -2,925<br />
1 Jan. - 30 June 2011<br />
Product business 84,735 -4,152<br />
Service 21,699 -621<br />
Segments total 106,434 -4,773<br />
O<strong>the</strong>r - -<br />
Financial result - -938<br />
Taxes - -422<br />
<strong>Herlitz</strong> Group 106,434 -6,133<br />
Page 11 of 19
G. O<strong>the</strong>r explanations<br />
1. O<strong>the</strong>r financial obligations<br />
<strong>Herlitz</strong> Group’s rental obligations to MOLKARI Vermietungsgesellschaft mbH &<br />
Co. Objekt Falkensee KG and Dock 100 GmbH & Co. KG increased to EUR 10,108<br />
k compared to 31 December 2011 on account of <strong>the</strong> rent contract <strong>for</strong> Falkensee<br />
being extended.<br />
2. Bank loans and transfers by way of security<br />
Unchanged to <strong>the</strong> reporting date 31 December 2011, <strong>the</strong> financing agreement<br />
with Commerzbank <strong>AG</strong> continues to exist. During <strong>the</strong> sales transaction, this<br />
agreement was amended to <strong>the</strong> effect that <strong>the</strong> inventories of Falken Office<br />
Products GmbH are no longer transferred by way of security. The bank loan was<br />
reduced by EUR 6.0 million.<br />
3. Work<strong>for</strong>ce<br />
The average number of employees (excluding trainees) decreased by 223 yearon-year,<br />
from 1,663 to 1,440, mainly due to <strong>the</strong> sale of <strong>the</strong> subsidiaries.<br />
4. In<strong>for</strong>mation on relationships with associated companies and<br />
persons<br />
Significant amounts from <strong>Herlitz</strong> Group’s legal transactions with <strong>the</strong> controlling<br />
entity as well as its associated companies in <strong>the</strong> period from 1 January to 30<br />
June 2012 are stated below. For explanations on <strong>the</strong> individual circumstances see<br />
<strong>the</strong> consolidated annual financial statements as of 31 December 2011.<br />
Page 12 of 19
Loans granted<br />
1 Jan. - 1 Jan. -<br />
30 June 2012 30 June 2011<br />
EUR k<br />
EUR k<br />
PICB shareholder loan<br />
Interest expenses in <strong>the</strong> reporting period 455 453<br />
Loan volume at <strong>the</strong> end of <strong>the</strong> reporting period 21,153 20,238<br />
Delivery of goods and services<br />
1 Jan. - 1 Jan. -<br />
30 June 2012 30 June 2011<br />
EUR k<br />
EUR k<br />
Logistics income 3.249 3.252<br />
Production income 1.379 1.194<br />
O<strong>the</strong>r income 553 915<br />
5.181 5.361<br />
O<strong>the</strong>r services<br />
1 Jan. - 1 Jan. -<br />
30 June 2012 30 June 2011<br />
EUR k<br />
EUR k<br />
Income 530 336<br />
Expenses -3,708 -3,493<br />
-3,178 -3,157<br />
In addition, Pelikan International Corporation Berhad issued a collateral security<br />
to <strong>the</strong> benefit of a subsidiary of <strong>Herlitz</strong> <strong>PBS</strong> <strong>AG</strong> in <strong>the</strong> amount of EUR 5 million via<br />
a Malaysian business bank.<br />
5. O<strong>the</strong>r significant events after <strong>the</strong> reporting date<br />
No reportable events occurred after <strong>the</strong> reporting date.<br />
Page 13 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
<strong>Interim</strong> group management report<br />
<strong>for</strong> <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> to 30 June 2012<br />
1. Introduction<br />
The sale of <strong>the</strong> production sites Falken Office Products GmbH, DELMET PROD srl<br />
and <strong>Herlitz</strong> UK Ltd to <strong>the</strong> Biella Group in <strong>the</strong> <strong>first</strong> quarter of 2012 had a positive<br />
effect on <strong>the</strong> economic situation of <strong>the</strong> <strong>Herlitz</strong> Group as of 30 June 2012. The<br />
purchase agreements <strong>for</strong> <strong>the</strong> production sites also stipulate that <strong>the</strong> customer<br />
contracts <strong>for</strong> <strong>the</strong> “no name” and “private label” business in <strong>the</strong> lever arch file<br />
portfolio will be transferred to <strong>the</strong> Biella Group once <strong>the</strong> corresponding supply<br />
agreements with <strong>Herlitz</strong> have expired. The total purchase price came to EUR 22.2<br />
million and generated de-consolidation income of EUR 7.1 million. The<br />
transaction is classified as a discontinued operation pursuant to IFRS 5. Income<br />
from discontinued operations in <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> of 2012 amounted to EUR<br />
6.7 million after taxes and includes de-consolidation income of EUR 7.1 million.<br />
As some customer supply contracts only expire in December 2012, sales<br />
revenues and income from discontinued operations will still change until <strong>the</strong> end<br />
of <strong>the</strong> year. In 2012, approximately EUR 15 million to EUR 20 million, and as<br />
from 2013 an additional estimated EUR 35 million to EUR 40 million, in sales<br />
revenues will still be transferred to <strong>the</strong> purchaser of <strong>the</strong> production companies.<br />
Due to this sales transaction, comparability with <strong>the</strong> previous year’s figures is<br />
only possible to a limited extent. The figures were separated correspondingly into<br />
continued and discontinued operations in <strong>the</strong> balance sheet, income statement<br />
and cash flow statement.<br />
2. Economic environment<br />
After strong growth at <strong>the</strong> beginning of financial year 2012, economic<br />
momentum in Germany is currently being slowed down, particularly by<br />
uncertainty in <strong>the</strong> wake of <strong>the</strong> debt crisis. Both wholesalers and retailers now<br />
take a slightly more sceptical view of future than a few <strong>months</strong> ago. Overall,<br />
however, <strong>the</strong> German economy remains stable. Especially on <strong>the</strong> consumer side,<br />
a positive development can be felt with regard to willingness to invest as well as<br />
income <strong>for</strong>ecasts. Manufacturers of high-quality brand stationery products with<br />
clear positions primarily continue to profit. It is still likely <strong>for</strong> raw material prices<br />
to rise in <strong>the</strong> medium term, particularly those <strong>for</strong> paper, plastic, metal and wood.<br />
Stagnating demand in <strong>the</strong> international commercial office supplies business<br />
means that <strong>the</strong> situation remains difficult in this sales segment. In most o<strong>the</strong>r<br />
European countries, <strong>the</strong> debt crisis is presently preventing an economic recovery.<br />
Page 14 of 19
3. Business development<br />
Sales revenues within <strong>Herlitz</strong> Group in <strong>the</strong> period January to June 2012 were<br />
lower than <strong>the</strong> comparative values of <strong>the</strong> previous year. The non-recurring o<strong>the</strong>r<br />
operating income from <strong>the</strong> sales transaction considerably increased this figure<br />
year-on-year. Personnel expenses were once again negatively impacted by nonrecurring<br />
expenses <strong>for</strong> structural adjustments in <strong>the</strong> <strong>first</strong> half of 2012. The<br />
continued operations’ earnings be<strong>for</strong>e interest and taxes (EBIT) were negative<br />
due to seasonal factors and declined year-on-year. The discontinued operations’<br />
EBIT contains de-consolidation income and was positive.<br />
4. Assets, financial and profit position<br />
In terms of <strong>the</strong> asset position, inventories rose compared to 31 December 2011<br />
due to <strong>the</strong> usual seasonal advance production <strong>for</strong> <strong>the</strong> back-to-school business<br />
but dropped in total as a result of <strong>the</strong> sales of <strong>the</strong> three production companies,<br />
which had capitalised EUR 9.2 million in inventories on 31 December 2011.<br />
With respect to <strong>the</strong> financial position, <strong>the</strong> funds from <strong>the</strong> sales transaction were<br />
used <strong>for</strong> financing <strong>the</strong> operating business. As a result <strong>the</strong> amount of factoring<br />
finance used was reduced correspondingly. Like every year in June, financing<br />
requirements increased on account of <strong>the</strong> seasonal back-to-school business and<br />
compared to 31 December 2011, <strong>the</strong> use of bank loans was roughly <strong>the</strong> same<br />
and compared to 30 June 2011, it dropped by approximately EUR 8 million.<br />
The profit position deteriorated compared to <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> of <strong>the</strong> previous<br />
year. Sales revenues decreased by approximately 5%. The main reason was <strong>the</strong><br />
still difficult market and competitive situation in <strong>the</strong> commercial office supplies<br />
and discount sectors, <strong>the</strong> customer contracts to be transferred to <strong>the</strong> Biella<br />
Group as well as <strong>the</strong> sold <strong>for</strong>eign companies, which meant that mainly lowmargin<br />
“private label” sales revenues stopped being generated. The percentage<br />
of German sales revenues in <strong>the</strong> <strong>Herlitz</strong> brand increased. Compared to <strong>the</strong> <strong>first</strong><br />
half of 2011, <strong>the</strong> margin declined due to <strong>the</strong> partially changed structure of <strong>the</strong><br />
value added chain as <strong>Herlitz</strong> no longer produces its own files and folders after <strong>the</strong><br />
sales transaction but purchases <strong>the</strong>m as goods. Personnel expenses, in<br />
particular, dropped correspondingly. In addition, personnel expenses in<br />
continued operations decreased on <strong>the</strong> back of lower employee numbers, <strong>for</strong><br />
instance. Non-recurring expenses <strong>for</strong> additional personnel adjustment measures<br />
of EUR 2.6 million initially had a negative impact on income but will create<br />
savings in <strong>the</strong> long term. Savings were also generated <strong>for</strong> items recognised in<br />
o<strong>the</strong>r operating expenses in addition to <strong>the</strong> effect from <strong>the</strong> lower number of<br />
companies. Without <strong>the</strong> de-consolidation income, o<strong>the</strong>r operating income was on<br />
par with <strong>the</strong> previous year. Taking into consideration <strong>the</strong> interest result and tax<br />
expenses, <strong>the</strong> <strong>Herlitz</strong> Group result in <strong>the</strong> <strong>first</strong> half of 2012 was considerably<br />
higher than in <strong>the</strong> same period in <strong>the</strong> previous year. A loss of EUR 9.6 million<br />
Page 15 of 19
pertained to continued operations and income of EUR 6.7 million, including deconsolidation<br />
income of EUR 7.1 million, to discontinued operations.<br />
In <strong>the</strong> stationery industry, profit contributions are usually achieved in <strong>the</strong> second<br />
half of <strong>the</strong> financial year during back-to-school and Christmas business.<br />
5. Risk and opportunity report<br />
The European debt crisis escalated fur<strong>the</strong>r compared to <strong>the</strong> situation at <strong>the</strong><br />
beginning of <strong>the</strong> year and a positive trend change is currently not in sight. On<br />
<strong>the</strong> contrary – <strong>the</strong> crisis now threatens to expand even to <strong>the</strong> up to now<br />
relatively stable German economy. This is proving a serious risk to <strong>Herlitz</strong><br />
Group’s operations that cannot be reliably calculated at present. Although <strong>the</strong><br />
general trend with regard to purchase price development risk is facing upward,<br />
<strong>the</strong> effects of <strong>the</strong> debt crisis are currently stopping suppliers from implementing<br />
increases.<br />
The <strong>Herlitz</strong> Group sees opportunities in <strong>the</strong> fact that <strong>the</strong> sales transaction has<br />
been ano<strong>the</strong>r important step toward becoming a brand company. Firstly, this<br />
measure reduced production capacity and sales volume, especially in <strong>the</strong> low<br />
price segment, which is susceptible to margin fluctuations. Secondly, some of <strong>the</strong><br />
generated funds can be invested in marketing and sales activities <strong>for</strong> expanding<br />
<strong>the</strong> brand business.<br />
Apart from that, <strong>the</strong> explanations regarding <strong>the</strong> risks and opportunities of <strong>Herlitz</strong><br />
Group’s anticipated development given in <strong>the</strong> group management report as of 31<br />
December 2011 still apply to <strong>the</strong> remaining <strong>months</strong> of 2012 with regard to <strong>the</strong><br />
essential issues.<br />
6. Forecast report<br />
The operating business <strong>for</strong>ecast <strong>for</strong> full year 2012 currently expects sales<br />
revenues to decline by around 15% year-on-year in both continued and<br />
discontinued operations. This drop is steeper than <strong>the</strong> approximate 5% expected<br />
in <strong>the</strong> group management report <strong>for</strong> financial year 2011 and mainly relates to<br />
discontinued operations where it resulted from <strong>the</strong> transfers of “private label”<br />
customers to Biella Group. The changed sales revenues <strong>for</strong>ecast will not have<br />
any impact on expected results as <strong>the</strong>se orders had below-average margins. This<br />
<strong>for</strong>ecast is also based on <strong>the</strong> fact that <strong>the</strong> seasonally very important back-toschool<br />
and Christmas business in <strong>the</strong> second half of <strong>the</strong> year will generate <strong>the</strong><br />
anticipated returns and not be negatively affected by <strong>the</strong> debt crisis. No major<br />
special effects from price hikes on <strong>the</strong> purchasing side are currently being<br />
<strong>for</strong>ecast <strong>for</strong> <strong>the</strong> second half of <strong>the</strong> year.<br />
Page 16 of 19
An important milestone has been reached with <strong>the</strong> sales transaction in view of<br />
<strong>the</strong> announced review of service and production capacities. The group structures<br />
are also being adjusted at present, which will result in anticipated nonrecurring<br />
expenses but also in <strong>the</strong> <strong>first</strong> sustained savings in <strong>the</strong> current financial year. On<br />
<strong>the</strong> marketing and sales side, per<strong>for</strong>mance streng<strong>the</strong>ning measures and <strong>the</strong><br />
review of <strong>the</strong> business model are in full swing. Plans still are to intensify <strong>the</strong><br />
cooperation with Pelikan and to define in more detail existing specific ideas to <strong>the</strong><br />
extent that <strong>the</strong>y are legally permissible and economically useful.<br />
The current <strong>for</strong>ecast result <strong>for</strong> financial year 2012 falls within <strong>the</strong> figures <strong>for</strong>ecast<br />
in <strong>the</strong> group management report as of 31 December 2011.<br />
With regard to <strong>the</strong> o<strong>the</strong>r key statements made in <strong>the</strong> group management report<br />
<strong>for</strong> <strong>the</strong> financial year 2011, <strong>the</strong>re is no new knowledge <strong>for</strong> <strong>the</strong> current financial<br />
year that would considerably change <strong>the</strong> <strong>for</strong>ecast.<br />
7. Events of special importance after <strong>the</strong> balance sheet date<br />
There have been no events of special importance after <strong>the</strong> balance sheet date 30<br />
June 2012.<br />
Page 17 of 19
<strong>Herlitz</strong> Aktiengesellschaft, Berlin<br />
Affirmation of <strong>the</strong> legal representatives<br />
<strong>for</strong> <strong>the</strong> <strong>first</strong> <strong>six</strong> <strong>months</strong> to 30 June 2012<br />
To <strong>the</strong> best of our knowledge and in accordance with <strong>the</strong> applicable interim<br />
reporting principles, <strong>the</strong> consolidated interim financial statements give a true and<br />
fair view of <strong>the</strong> assets, liabilities and financial position of <strong>the</strong> group, and <strong>the</strong><br />
interim group management report includes a fair reflection of <strong>the</strong> development<br />
and per<strong>for</strong>mance of <strong>the</strong> business and <strong>the</strong> position of <strong>the</strong> group, toge<strong>the</strong>r with a<br />
description of <strong>the</strong> principal opportunities and risks associated with <strong>the</strong> expected<br />
development of <strong>the</strong> group in <strong>the</strong> remaining period of <strong>the</strong> financial year.<br />
Berlin, 3 August 2012<br />
Thomas Radke<br />
Cheong Seng Ng<br />
<strong>Herlitz</strong> Aktiengesellschaft<br />
Page 18 of 19
Review <strong>Report</strong><br />
To <strong>the</strong> <strong>Herlitz</strong> Aktiengesellschaft,<br />
We have reviewed <strong>the</strong> condensed interim consolidated financial statements of <strong>the</strong> <strong>Herlitz</strong><br />
Aktiengesellschaft, comprising <strong>the</strong> condensed balance sheet, <strong>the</strong> condensed income statement,<br />
condensed cash flow statement, condensed statement of changes in equity and selected<br />
explanatory notes, toge<strong>the</strong>r with <strong>the</strong> interim group management report of <strong>the</strong> <strong>Herlitz</strong><br />
Aktiengesellschaft <strong>for</strong> <strong>the</strong> period from 1 January 2012 to 30 June 2012, that are part of <strong>the</strong> semi<br />
annual financial report pursuant to Article 37w WpHG [Wertpapierhandelsgesetz: German Securities<br />
Trading Act]. The preparation of <strong>the</strong> condensed interim consolidated financial statements in<br />
accordance with those IFRS applicable to interim financial reporting as adopted by <strong>the</strong> EU, and of<br />
<strong>the</strong> interim group management report in accordance with <strong>the</strong> requirements of <strong>the</strong> WpHG applicable<br />
to interim group management reports, is <strong>the</strong> responsibility of <strong>the</strong> company’s management. Our<br />
responsibility is to issue a report on <strong>the</strong> condensed interim consolidated financial statements and on<br />
<strong>the</strong> interim group management report based on our review.<br />
We conducted our review of <strong>the</strong> condensed interim consolidated financial statements and of <strong>the</strong><br />
interim group management report in accordance with <strong>the</strong> German generally accepted standards <strong>for</strong><br />
<strong>the</strong> review of financial statements promulgated by <strong>the</strong> Institut der Wirtschaftsprüfer [Institute of<br />
Public Auditors in Germany] (IDW). Those standards require that we plan and per<strong>for</strong>m <strong>the</strong> review<br />
such that we can preclude through critical evaluation, with a certain level of assurance, that <strong>the</strong><br />
condensed interim consolidated financial statements have not been prepared, in material respects,<br />
in accordance with those IFRS applicable to interim financial reporting as adopted by <strong>the</strong> EU, and<br />
that <strong>the</strong> interim group management report has not been prepared, in material respects, in<br />
accordance with <strong>the</strong> requirements of <strong>the</strong> WpHG applicable to interim group management reports. A<br />
review is limited primarily to inquiries of company employees and analytical assessments and<br />
<strong>the</strong>re<strong>for</strong>e does not provide <strong>the</strong> assurance attainable in a financial statement audit. Since, in<br />
accordance with our engagement, we have not per<strong>for</strong>med a financial statement audit, we cannot<br />
issue an auditor's report.<br />
Based on our review no matters have come to our attention that cause us to presume that <strong>the</strong><br />
condensed interim consolidated financial statements have not been prepared, in material respects,<br />
in accordance with those IFRS applicable to interim financial reporting as adopted by <strong>the</strong> EU, or<br />
that <strong>the</strong> interim group management report has not been prepared, in material respects, in<br />
accordance with <strong>the</strong> requirements of <strong>the</strong> WpHG applicable to interim group management reports.<br />
Berlin, 3 August 2012<br />
BDO <strong>AG</strong><br />
Wirtschaftsprüfungsgesellschaft<br />
Schulz<br />
Wirtschaftsprüfer<br />
ppa. Weisner<br />
Wirtschaftsprüferin<br />
Page 19 of 19