Exhibit 99.2
Unaudited consolidated statements of financial position of Coperion as of June 30, 2012, and December 31, 2011, and the related unaudited consolidated statements of income and comprehensive income, changes in shareholders equity, and cash flows for the six months ended June 30, 2012, and 2011
Coperion Capital GmbH
Consolidated Statements of Financial Position
EUR k |
|
Note |
|
30 June |
|
31 December |
|
|
|
|
|
(unaudited) |
|
|
|
Intangible assets |
|
|
|
184,132 |
|
187,742 |
|
Property, plant and equipment |
|
|
|
25,979 |
|
23,474 |
|
Deferred tax assets |
|
|
|
1,266 |
|
858 |
|
Other financial assets |
|
|
|
16,390 |
|
16,373 |
|
Non-current assets |
|
|
|
227,767 |
|
228,447 |
|
Inventories |
|
(3) |
|
59,931 |
|
58,746 |
|
Trade receivables |
|
|
|
33,691 |
|
39,651 |
|
Gross amount due from customers for contract work |
|
(4) |
|
79,967 |
|
60,215 |
|
Current income tax assets |
|
|
|
535 |
|
353 |
|
Other financial assets |
|
|
|
1,507 |
|
2,125 |
|
Other non-financial assets |
|
|
|
8,032 |
|
6,463 |
|
Cash and cash equivalents |
|
|
|
30,143 |
|
20,771 |
|
Current assets |
|
|
|
213,806 |
|
188,324 |
|
Assets |
|
|
|
441,573 |
|
416,771 |
|
|
|
|
|
|
|
|
|
Issued capital |
|
|
|
2,000 |
|
2,000 |
|
Treasury shares |
|
|
|
-753 |
|
-753 |
|
Capital reserves |
|
|
|
53,001 |
|
53,001 |
|
Accumulated deficit |
|
|
|
-28,563 |
|
-28,241 |
|
Equity attributable to the owners of the parent company |
|
|
|
25,685 |
|
26,007 |
|
Non-controlling interests |
|
|
|
4,555 |
|
2,389 |
|
Equity |
|
|
|
30,240 |
|
28,396 |
|
Interest-bearing financial liabilities |
|
|
|
93,260 |
|
94,306 |
|
Financial liabilities |
|
|
|
2 |
|
15 |
|
Provisions for pensions (and similar obligations) |
|
|
|
71,540 |
|
72,756 |
|
Provisions for other risks |
|
(5) |
|
2,906 |
|
3,269 |
|
Deferred tax liabilities |
|
|
|
11,270 |
|
11,675 |
|
Other financial liabilities |
|
|
|
3,029 |
|
2,671 |
|
Other non-financial liabilities |
|
|
|
1,159 |
|
1,203 |
|
Non-current liabilities |
|
|
|
183,166 |
|
185,895 |
|
Interest-bearing financial liabilities |
|
|
|
7,930 |
|
2,184 |
|
Financial liabilities |
|
|
|
55 |
|
86 |
|
Provisions for pensions (and similar obligations) |
|
|
|
7,935 |
|
7,824 |
|
Trade payables |
|
|
|
104,148 |
|
97,786 |
|
Gross amount due to customers for contract work |
|
|
|
42,802 |
|
31,918 |
|
Provisions for other risks |
|
(5) |
|
14,528 |
|
15,868 |
|
Current tax liabilities |
|
|
|
5,442 |
|
6,094 |
|
Other financial liabilities |
|
|
|
15,955 |
|
11,315 |
|
Other non-financial liabilities |
|
|
|
29,372 |
|
29,405 |
|
Current liabilities |
|
|
|
228,167 |
|
202,480 |
|
Total liabilities |
|
|
|
411,333 |
|
388,375 |
|
Equity and liabilities |
|
|
|
441,573 |
|
416,771 |
|
The accompanying notes are an integral part of the consolidated interim financial statements.
Coperion Capital GmbH
Consolidated interim income statements and statements of comprehensive income
(unaudited)
EUR k |
|
Note |
|
Six Months |
|
Six Months |
|
|
|
|
|
|
|
|
|
Gross revenue |
|
(1) |
|
248,091 |
|
197,194 |
|
Revenue deductions |
|
|
|
438 |
|
467 |
|
Revenue |
|
|
|
247,653 |
|
196,727 |
|
Changes in inventories of finished goods and work in progress |
|
|
|
5,841 |
|
-819 |
|
Other operating income |
|
|
|
2,093 |
|
1,410 |
|
Total operating performance |
|
|
|
255,587 |
|
197,318 |
|
Cost of materials |
|
|
|
137,182 |
|
102,106 |
|
Personnel expenses |
|
|
|
63,302 |
|
56,208 |
|
Other operating expenses |
|
|
|
37,716 |
|
28,841 |
|
|
|
|
|
|
|
|
|
Depreciation and impairment of property, plant and equipment |
|
|
|
1,865 |
|
1,866 |
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
7,664 |
|
7,312 |
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
364 |
|
368 |
|
Interest expenses |
|
|
|
-4,235 |
|
-4,761 |
|
Other financial result |
|
|
|
-2,633 |
|
-404 |
|
Financial result |
|
|
|
-6,504 |
|
-4,797 |
|
Earnings/ loss before taxes |
|
|
|
1,354 |
|
-3,812 |
|
Income taxes |
|
(2) |
|
1,677 |
|
-591 |
|
Loss for the year |
|
|
|
-323 |
|
-3,221 |
|
of which attributable to the owners of the parent company |
|
|
|
-825 |
|
-3,313 |
|
of which attributable to non-controlling interests |
|
|
|
502 |
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of comprehensive income: |
|
|
|
|
|
|
|
Loss for the year |
|
|
|
-323 |
|
-3,221 |
|
Unrealized gains and losses from foreign currency translation |
|
|
|
567 |
|
-1,851 |
|
Unrealized gains and losses from cash flow hedges |
|
|
|
-172 |
|
2,182 |
|
Deferred taxes on unrealized gains and losses |
|
|
|
59 |
|
-651 |
|
Other comprehensive income/loss |
|
|
|
454 |
|
-320 |
|
Total comprehensive income/loss |
|
|
|
131 |
|
-3,541 |
|
of which attributable to the shareholders of the parent company |
|
|
|
-322 |
|
-3,470 |
|
of which attributable to non-controlling interests |
|
|
|
453 |
|
-71 |
|
The accompanying notes are an integral part of the consolidated interim financial statements.
Coperion Capital GmbH
Consolidated interim statements of changes in shareholders equity
(unaudited)
|
|
|
|
|
|
|
|
|
|
Accumulated deficit |
|
|
|
|
|
|
| ||||
EUR k |
|
Notes |
|
Issued |
|
Treasury |
|
Capital |
|
Earned equity |
|
Difference |
|
Hedging |
|
Equity |
|
Noncontrolling |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing balance as at 31 December 2010 |
|
|
|
2,000 |
|
-1,034 |
|
53,001 |
|
-27,609 |
|
2,572 |
|
-841 |
|
28,089 |
|
2,116 |
|
30,205 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
-3,313 |
|
|
|
|
|
-3,313 |
|
92 |
|
-3,221 |
|
Gains/Losses recorded in other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
-1,688 |
|
2,182 |
|
494 |
|
-163 |
|
331 |
|
Deferred taxes recorded in other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
-651 |
|
-651 |
|
|
|
-651 |
|
Change in group of consolidated companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
0 |
|
Treasury shares at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
0 |
|
Closing balance as at 30 June 2011 |
|
|
|
2,000 |
|
-1,034 |
|
53,001 |
|
-30,922 |
|
884 |
|
690 |
|
24,619 |
|
2,045 |
|
26,664 |
|
Closing balance as at 31 December 2011 |
|
|
|
2,000 |
|
-753 |
|
53,001 |
|
-31,644 |
|
4,283 |
|
-880 |
|
26,007 |
|
2,389 |
|
28,396 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
-825 |
|
|
|
|
|
-825 |
|
502 |
|
-323 |
|
Gains/Losses recorded in other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
616 |
|
-172 |
|
444 |
|
-49 |
|
395 |
|
Deferred taxes recorded in other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
59 |
|
59 |
|
|
|
59 |
|
Change in group of consolidated companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
1.713 |
|
1.713 |
|
Treasury shares at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
0 |
|
Closing balance as at 30 June 2012 |
|
|
|
2,000 |
|
-753 |
|
53,001 |
|
-32,469 |
|
4,899 |
|
-993 |
|
25,685 |
|
4,555 |
|
30,240 |
|
The accompanying notes are an integral part of the consolidated interim financial statements.
Coperion Capital GmbH
Consolidated interim statements of cash flows (unaudited)
EUR k |
|
Six months |
|
Six months |
|
|
|
|
|
|
|
Earnings/ loss before taxes |
|
1,354 |
|
-3,812 |
|
Financial result |
|
6,504 |
|
4,797 |
|
Depreciation and amortization |
|
9,529 |
|
9,178 |
|
Gain/loss on disposals of non-current assets |
|
158 |
|
-55 |
|
Other non-cash expenses and income |
|
1,112 |
|
1,975 |
|
Change in inventories |
|
-1,417 |
|
-2,447 |
|
Change in trade receivables |
|
-12,325 |
|
15,424 |
|
Change in trade payables |
|
3,613 |
|
-8,424 |
|
Change in provisions |
|
-3,495 |
|
-8,086 |
|
Change in other operating assets and liabilities |
|
14,921 |
|
24,876 |
|
Repayment of pension obligations |
|
-3,590 |
|
-3,340 |
|
Income taxes paid |
|
-4,049 |
|
-941 |
|
Cash flow from operating activities |
|
12,315 |
|
29,145 |
|
Cash paid for investments in property, plant and equipment |
|
-4,489 |
|
-3,764 |
|
Cash paid for investments in intangible assets |
|
-117 |
|
-294 |
|
Cash paid for acquisitions of marketable securities and other financial assets |
|
-17 |
|
-15 |
|
Cash paid for businesses acquired |
|
-588 |
|
0 |
|
Non-current assets held for sale |
|
0 |
|
5,400 |
|
Cash received from the disposal of property, plant and equipment |
|
118 |
|
82 |
|
Interest received |
|
168 |
|
24 |
|
Other investing activities |
|
185 |
|
0 |
|
Cash flow from investing activities |
|
-4,740 |
|
1,433 |
|
Interest paid |
|
-585 |
|
-1,262 |
|
Other financial expenses / income settled in cash |
|
-2,041 |
|
-1,684 |
|
Acquisition cost of financial instruments |
|
0 |
|
31 |
|
Repayments of interest-bearing financial liabilities |
|
-1,749 |
|
-6,905 |
|
Cash flow from financing activities |
|
-4,375 |
|
-9,820 |
|
Changes in cash and cash equivalents due to changes in foreign exchange rates |
|
219 |
|
-697 |
|
Change in cash and cash equivalents |
|
3,419 |
|
20,061 |
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
20,763 |
|
10,296 |
|
Cash and cash equivalents at the end of the period |
|
24,182 |
|
30,357 |
|
The accompanying notes are an integral part of the consolidated interim financial statements.
Notes to the consolidated interim financial statements (unaudited)
I. General accounting policies
General explanations
Coperion Capital GmbH (the Company) is a German limited liability company with its registered offices at Theodorstrasse 10, 70469 Stuttgart. The Companys consolidated interim financial statements as at 30 June 2012 include the Company and all directly and indirectly held Group entities, which together form Coperion. Coperion is hereinafter also referred to as the Coperion Group or Group.
Coperion is the global market leader in planning, production, handling and installing solutions for compounding and extrusion applications, bulk materials logistics and numerous other services. It is the preferred partner for various branches of industry with a focus on polymers and chemicals as well as the foodstuffs, pharmaceuticals and minerals industries.
These interim financial statements for the six months ended 30 June 2012 and 2011 are condensed in scope in comparison to the consolidated financial statements for the year 2011 regarding the notes to the consolidated financial statements and have been prepared in accordance with IAS 34, Interim financial reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year 2011, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC), issued by the International Accounting Standards Board (IASB). The interim financial statements of Coperion Group are presented in euros (EUR). Unless otherwise stated, all amounts are stated in thousands of euros. All figures included in the interim financial statements are rounded in accordance with standard business rounding principles.
The accounting policies adopted in these interim financial statements are consistent with those applied in the consolidated financial statements for the year ended 31 December 2011.
These interim financial statements of Coperion Capital GmbH were authorized for issue by resolution of the management dated February 6, 2013.
II. Accounting and valuation methods
The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant judgments made by management in applying the Groups accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2011, with the exception of changes in estimates that are required in determining the provision for income taxes.
III. Business Combinations
Effective January 1, 2012, Coperion acquired 51% of the shares of PELL-TEC Pelletizing Technology GmbH, Niedernberg, Germany for an aggregate purchase price of EUR 0.8 million.
PELL-TEC Pelletizing Technology GmbH is a specialized machinery company who focused its product program on the strand pelletizing technology. This technology is used for the conversion of molten polymer strands into dry and easy to handle (cylindrical) plastic pellets. The equipment covers the process steps cooling, drying, pelletizing and classifying. Prior to the
acquisition PELL-TEC used to be a premium supplier to Coperion based on the scope of the customer`s order placement. The strategic acquisition was targeted to extend the range of products within the Coperion business portfolio.
The following table summarizes the identifiable intangible assets acquired in the PELL-TEC acquisition:
EUR k |
|
2012 |
|
Trade name |
|
474 |
|
Backlog |
|
37 |
|
Total |
|
511 |
|
The estimated useful life of the backlog is less than one year with a complete amortization of this intangible asset as per June 30, 2012. The useful life of the trade name is indefinite with the consequence of a yearly impairment testing of the fair value of this asset.
The remaining goodwill is calculated as follows:
EUR k |
|
2012 |
|
Aggregate purchase price controlling interest (51%) |
|
812 |
|
+ Fair Value of the noncontrolling interest (49%) |
|
514 |
|
- Fair Value of the net assets acquired |
|
588 |
|
Goodwill |
|
738 |
|
Also effective January 1, 2012, Coperion acquired 51% of the shares of Weicom S.R.L., Ferrara, Italy for an aggregate purchase price of EUR 1.0 million.
Weicom S.R.L is specialized in the design and manufacturing of weighing and bagging systems. The product program includes weighers for powders, flakes, crystals, granules and pellets, Bagging machines suitable for open mouth bags, valve bags and Tubular FFS, Bag conveyors, palletizers and wrapping. Prior to the acquisition Weicom used to be a supplier to Coperion. The strategic acquisition was targeted to extend the range of products within the Coperion business portfolio.
The following table summarizes the identifiable intangible assets acquired in the Weicom acquisition:
EUR k |
|
January 1, |
|
Trade names |
|
1,551 |
|
Backlog |
|
289 |
|
Total |
|
1,840 |
|
The estimated useful life of the backlog is less than one year with a complete amortization as per June 30, 2012. The useful life of the trade name is indefinite with the consequence of a yearly impairment testing of the fair value of this asset.
The remaining goodwill is calculated as follows:
EUR k |
|
January 1, |
|
Aggregate purchase price controlling interest (51%) |
|
1,042 |
|
+ Fair Value of the noncontrolling interest (49%) |
|
1,149 |
|
- Fair Value of the net assets acquired |
|
1,509 |
|
Goodwill |
|
682 |
|
IV. Selected notes to the income statement
1. Revenue
Gross revenue includes all amounts invoiced to customers for deliveries of goods and services as well as revenue from long-term construction contracts calculated according to the percentage-of-completion method.
Revenue breaks down into the following regions as follows:
EUR k |
|
Total |
|
Six months ended June 30, 2012 |
|
|
|
Europe |
|
104,031 |
|
Asia |
|
105,300 |
|
The Americas |
|
36,645 |
|
Other |
|
2,115 |
|
Total |
|
248,091 |
|
Six months ended June 30, 2011 |
|
|
|
Europe |
|
68,602 |
|
Asia |
|
94,184 |
|
The Americas |
|
32,247 |
|
Other |
|
2,161 |
|
Total |
|
197,194 |
|
2. Income taxes
Income tax expense is recognized based on managements estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the six months ended 30 June 2012 was 31.2%. The estimated average annual tax rate for the six months ended 30 June 2011 was 32.1%. This decrease is mainly based on usual fluctuations of taxable income compared to different tax rates in the related countries.
V. Selected notes to the statement of financial position
3. Inventories
EUR k |
|
2012 |
|
2011 |
|
Raw materials, consumables and supplies and purchased parts - gross - |
|
25,846 |
|
26,912 |
|
Reserves |
|
4,445 |
|
4,045 |
|
Raw materials, consumables and supplies and purchased parts - net - |
|
21,401 |
|
22,867 |
|
Work in process - gross - |
|
37,446 |
|
30,862 |
|
Reserves |
|
2,573 |
|
2,548 |
|
Work in process - net - |
|
34,873 |
|
28,314 |
|
Finished goods and merchandise - gross - |
|
11,235 |
|
10,536 |
|
Reserves |
|
2,717 |
|
2,430 |
|
Finished goods and merchandise - net - |
|
8,518 |
|
8,106 |
|
Total inventories - net - |
|
64,792 |
|
59,287 |
|
Prepayments |
|
7,610 |
|
7,525 |
|
Payments received on account of orders |
|
-12,471 |
|
-8,066 |
|
Total inventories - net - after payments on account |
|
59,931 |
|
58,746 |
|
4. Gross amount due from customers for contract work
Claims originating from customer-specific long-term construction contracts that are calculated using the percentage-of-completion method are reported under Gross amount due from customers for contract work provided they have not yet been invoiced to the customer.
EUR k |
|
Six months |
|
Six months |
|
Figures for the period |
|
|
|
|
|
Gross revenue recorded in the period from long-term construction contracts |
|
132,938 |
|
103,752 |
|
|
|
|
|
|
|
Accumulated figures |
|
|
|
|
|
Gross revenue |
|
435,793 |
|
346,056 |
|
Cost of conversion |
|
383,743 |
|
313,307 |
|
Gross margin |
|
52,050 |
|
32,749 |
|
Disclosure in the statement of financial position |
|
June 30, |
|
December 31, |
|
Gross receivables |
|
435,793 |
|
385,294 |
|
Advances received |
|
355,826 |
|
325,079 |
|
Gross amount due from customer for contract work |
|
79,967 |
|
60,215 |
|
5. Provisions for other risks
EUR k |
|
Total |
|
Warranties |
|
Post-contract costs |
|
Legal disputes |
|
Restructuring |
|
Other provisions |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance on 1 January |
|
28,247 |
|
7,676 |
|
4,041 |
|
275 |
|
2,096 |
|
5,049 |
|
19,137 |
|
Change in scope of consolidation |
|
0 |
|
47 |
|
0 |
|
0 |
|
0 |
|
0 |
|
47 |
|
Additions |
|
9,157 |
|
628 |
|
2,147 |
|
50 |
|
0 |
|
972 |
|
3,797 |
|
Utilization |
|
9,384 |
|
165 |
|
525 |
|
97 |
|
1,419 |
|
1,283 |
|
3,489 |
|
Unused amounts reversed |
|
8,921 |
|
313 |
|
1,754 |
|
0 |
|
0 |
|
80 |
|
2,147 |
|
Exchange differences |
|
38 |
|
26 |
|
47 |
|
-1 |
|
16 |
|
1 |
|
89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing balance on 31 Dec / 30 Jun |
|
19,137 |
|
7,899 |
|
3,956 |
|
227 |
|
693 |
|
4,659 |
|
17,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of which due < 1 year |
|
15,868 |
|
7,899 |
|
3,956 |
|
227 |
|
693 |
|
1,753 |
|
14,528 |
|
of which due > 1 year |
|
3,269 |
|
0 |
|
0 |
|
0 |
|
0 |
|
2,906 |
|
2,906 |
|
Identifiable project-related warranty risks are determined on a contract-by-contract basis. Otherwise, warranty risks are provided for on the basis of past experience for the respective type of business, taking into account the contractual warranty periods.
The provisions for measures initiated by a management decision in 2009 to restructure the Group amount to EUR 0.7 million (31 Dec 2011: EUR 2.1 million). The restructuring provision as at the reporting date mainly contains provisions to cover the future expenses of existing rental agreements for space that can no longer be used after the lay-offs of EUR 0.6 million (31 Dec 2011: EUR 0.8 million).
Other provisions include a large number of different kinds of operative risks and constructive risks estimated on the reporting date to come to EUR 4.7 million (31 Dec 2011: EUR 5.1 million).
With regard to the provisions for warranties and post-contract costs the initial recognition, utilization and release of provisions are reported in gross figures, including all events and journal entries for the interim period in accordance with the presentations made.
VI. Other notes
Subsequent events
On December 1, 2012, Coperion was acquired by Hillenbrand, Inc., Batesville, Indiana, USA, in a transaction valued at EUR 415.7 million. The aggregate purchase price consideration consisted of EUR 206.9 million of cash, net of cash acquired, and the assumption of EUR 112.2 million of debt, and EUR 96.6 million of pension liabilities.