all the activities of the four business divisions in one annual report +
Transcrição
all the activities of the four business divisions in one annual report +
Latest news: all the activities of the four business divisions in one Annual Report +++ Celebration: magnificent topping-out ceremonies at the Joseph Pschorr Haus Munich and Bikini Berlin +++ Powerful performance: Brau Holding International’s exports reach a record level of 1 million hectoliters +++ Fresh wind: The successful brand Aloft joins the portfolio of hotels in Germany +++ Boom: The demand for salmon increases worldwide +++ Mastered with bravura: the challenges faced in 2012 – thanks to the commitment and dedication of our employees construction & real estate beverages hotels seafood Annual Report | Overview Key Figures 2012 Schörghuber Stiftung & Co. Holding KG – Group Balance sheet total in TEUR Sales revenue in TEUR, of which Construction & Real Estate division SHKG Group BHI KGaA Subgroup SHKG Group BHI KGaA Subgroup 2012 2012 2011 2011 3,147,419 3,039,847 672,716 467,766 388,782 Beverages division Hotels division Seafood division Operating income (EBIT) in TEUR Well-positioned for a successful future 263,127 601,466 588,402 215,779 216,645 81,136 39,483 131,329 33,732 174,974 28,567 58,853 20,631 104,340 13,387 EBITDA in TEUR 124,101 77,712 91,655 78,400 Equity ratio in % 41.6 38.4 41.4 36.6 Net profit after taxes in TEUR Number of employees, of which Construction & Real Estate division 4,082 4,091 695 654 Beverages division 2,327 Schörghuber Corporate Group The Schörghuber Corporate Group was founded in 1954 as a property development company in Munich. Over a period of almost six decades, it has become a privately-owned company that operates with great success, in both a national and international context, in four areas of business: construction and real estate, beverages, hotels, and seafood, providing employment to approximately 6,500 people. The Schörghuber Corporate Group comprises a strong network of reputable companies. Bayerische Hausbau, which bundles the group’s diverse real estate, property development and prefabricated housing activities, is one of the largest full-service real estate companies in Germany. With a real estate portfolio valued at approximately 2.1 billion euros, it holds a top position in the German real estate market. The group’s beverage shareholdings are bundled in Brau Holding International, a joint venture with Heineken. With the Paulaner Brewery Group, the Kulmbacher Group and the Südwest Group housed under its roof, the enterprise is one of Germany’s leading brewery groups, offering a wide range of different brands and traditional specialty beers. Arabella Hospitality provides asset management services to the 22 hotels in Germany, Austria, Switzerland and on the Balearic island of Mallorca that the group either owns or leases. The hotels are managed under the renowned brand names St. Regis, The Luxury Collection, Westin, Sheraton and Four Points by Sheraton. The salmon farming and processing activities in Chile bundled under the roof of Productos del Mar Ventisqueros neatly round off the group’s portfolio of business activities as the fourth business division, Seafood. 2,401 Hotels division 1,865 1,995 Seafood division 1,397 1,326 1 Annual Report | Contents Contents Corporate Information Financial Information Management BodiesExecutive Board and Foundation Board4 Group Management Report Overview of the company and the group 28 – 29 4 – 5Foreword of the Executive Board5 28 – 41Summary of the business year 29 – 38 Earnings, assets and financial position 38 – 39 Events after the balance-sheet date Business DivisionsConstruction & Real Estate 6 – 13 6 – 25Beverages 14 – 21 Hotels 22 – 23 Seafood 24 – 25 Beverages Special Financial instruments and risk management 39 – 41 Forecast 41 Consolidated FinancialIncome statement 42 StatementStatement of recognized income and expenses 43 42 – 47Balance sheet 44 Cash-flow statement 45 Development of equity 46 – 47 Notes to the Consolidated General information 48 – 63 Financial Statement Notes to individual items 64 – 90 48 – 100Other disclosures Auditors’ report 2 39 90 – 99 100 3 Management Bodies | Executive Board and Foundation Board Foreword of the Executive Board Executive Board Dr. jur. Klaus N. Naeve Alexandra Schörghuber Chairman of the Executive Board Member of the Executive Board Dr. Jürgen Büllesbach Member of the Executive Board Alternate Member of the Executive Board (Start of term: 20 September 2012) Christoph Michl Roland Tobias Foreword Member of the Executive Board Foundation Board Dear Readers, The foundation board of Schörghuber Stiftung & Co. Holding KG is a supervisory body for the family business, and its rights and obligations are comparable with those of the supervisory board of a joint stock corporation. What was last year a novelty has this year become a publication with a brief yet honorable tradition: The Schörghuber Corporate Group is publishing what is now its second annual report. In this report, our corporate group looks back on an eventful and successful 2012. Bayerische Hausbau marked a number of important milestones in its major projects. All 374 apartments in our WelfenHöfe project were handed over to their new owners. Topping-out ceremonies were held at both the Joseph Pschorr Haus in Munich and at Bikini Berlin. And in Stuttgart, Bayerische Hausbau laid the foundation stone for the Milaneo together with its project partners. In the Construction & Real Estate division, a total of 497,000 square meters of residential space, and thus approximately 4,600 residential units, as well as 251,600 square meters of commercial space are currently under construction or being planned. Thanks in part to the innovative drive of our brewers – products worthy of particular mention in 2012 include Paulaner Weißbier Zitrone Alkoholfrei, Mönchshof Natur Radler, Kapuziner Kellerweizen and Sternquell Bierbrause – Brau Holding International was able to achieve a slight increase in domestic sales despite a steadily declining market. This encouraging development in the current market environment was accompanied by a new export record: Brau Holding International’s export volume exceeded the one-million-hectoliter mark for the first time. Last year, the Hotels division also profited from Bayerische Hausbau’s positive development. Together with Starwood, Arabella Hospitality is launching the growth brand Aloft in Germany at two properties being built by Bayerische Hausbau – one located near Munich’s main train station and one that is part of the Milaneo urban development in Stuttgart. The two hotels are slated to open in 2015 and are the perfect additions to our group’s portfolio of attractive hotels in superb locations. At Productos del Mar Ventisqueros, the temporary oversupply of farmed salmon and the resulting fall in prices on the world market had a negative impact on the company’s balance sheet. Undeterred, we continued to work on professionalizing processes, structures and facilities in Chile and, with completion of the construction of the land-based freshwater farm Chaqueihua II in particular, made an important investment in the long-term success of our Seafood division. Alexandra Schörghuber Georg Fahrenschon Chairwoman of the Foundation Board (Start of term: 20 September 2012) Former Bavarian Minister of Finance (retired) President of the Deutscher Sparkassen- und Giroverband e.V. Dr. Jobst Kayser-Eichberg Deputy Chairman of the Foundation Board Managing Partner / Chairman of the Supervisory Board Sedlmayr Grund und Immobilien KGaA Albert Niggli Chairman of the Board of Directors of Arabella Schweiz AG Dr. Ingo Riedel (Start of term: 21 May 2012) Chairman of the Management Board Riedel Holding GmbH & Co. KG Robert Salzl Former CEO of Arabella Hospitality Group GmbH & Co. KG Former CEO of Bavaria International Aircraft Leasing GmbH & Co. KG Former chief pilot for Deutsche Lufthansa AG We hope you enjoy your read. Best regards, Dr. Klaus N. Naeve 4 Alexandra Schörghuber 5 2 Business Division | Construction & Real Estate Bayerische Hausbau is one of the largest full-service real estate companies in Germany and bundles the Schörghuber Corporate Group’s construction and real estate activities under its roof. With a portfolio valued at approximately 2.1 billion euros, it holds a leading position in its core market, Munich, in particular. The range of services it offers covers the business segments project development and real estate. Its subsidiary Hanse Haus, a manufacturer of prefabricated homes, neatly rounds off the company’s business activities. 3 4 Unternehmensbereich | Bauen & Immobilien 1 1 | Spectacular major project: Bikini Berlin 2 | New living space for families: the residential complex Parkside Lokstedt in Hamburg 3 | Highly-coveted location: living in the Am Luitpoldpark complex in Munich-Schwabing 4 | Park setting in Berlin-Weißensee: the Schön wohnen am Kreuzpfuhl residential complex Life qualities 4,600 residential units in major German cities Bayerische Hausbau has a long tradition of developing projects both in the residential sector and in the commercial sector. To meet the soaring demand for residential space in major cities like Munich, Berlin and Hamburg, a higher proportion of residential projects for the coming years are currently in the development phase. However, Bayerische Hausbau’s long-term objective remains a balance between residential and commercial space. It is currently developing in the region of 497,000 square meters of residential space throughout Germany, which corresponds to about 4,600 residential units. Depending on the respective planning status, these units are currently in the planning permission, project planning or construction phase. In Hamburg, for example, Bayerische Hausbau celebrated a topping-out ceremony for the 141-unit residential project Parkside Lokstedt in May. In Berlin-Weißensee, the topping-out ceremony for the Schön wohnen am Kreuzpfuhl residential complex, with 97 units, was held in December. Last year in the commercial sector, new projects involving the development of approximately 251,600 square meters of space were underway. In addition to the metropolises Berlin, Hamburg and Stuttgart, Bayerische Hausbau is also making major investments in its core market, Munich. In 2012, residential projects in the capital of Bavaria accounted for approximately 384,000 square meters of space or about 3,600 residential units. Since the majority of these projects are still in the early phases of obtaining planning permission or in the process of being planned, Bayerische Hausbau’s order books for the coming years are already well filled. In 2013, sales activities for the projects Hölty – Wohnen in Sendling and Das Togal-Werk in Munich-Altbogenhausen, among others, will be launched. The two residential projects in Munich-Schwabing, namely Am Luitpoldpark, with 86 residential units, and FürstenBerg Schwabing, with 55 units, are much further along, with construction scheduled for completion in 2013. 6 7 Business Division | Construction & Real Estate Innovative and needs-oriented 1 1 | Celebrated: the topping-out ceremony for the major Bikini Berlin project 2 | Crowned: the Joseph Pschorr Haus in Munich also received a topping-out wreath 3 | Planned: a new residential complex will replace the industrial buildings at the Nockherberg 3 2 Focus on retailing The year 2012 saw great progress made in Bayerische Hausbau’s two most important retail projects: Bikini Berlin and the Joseph Pschorr Haus in Munich. In September, in keeping with the flair of the respective city, Bayerische Hausbau celebrated spectacular topping-out ceremonies for both projects together with construction workers, tenants, partners and politicians. With Bikini Berlin, Bayerische Hausbau is breathing new life into City West. Situated opposite the Memorial Church, the company has been in the process of revitalizing Bikini Berlin, a listed building complex from the 1950s, comprising the Zoo Palast cinema, a small and big high-rise building, a public parking garage as well as the centerpiece, the Bikinihaus with its spectacular 7,000-square-meter rooftop terrace, since 2010. One year prior to the planned opening, the shell construction had been completed and approximately 60 percent of Bikini Berlin had been leased. The key tenants include the boutique hotel 25hours, the Berlin fashion retailer Andreas Murkudis and cinema expert Hans-Joachim Flebbe. The Joseph Pschorr Haus in Munich’s pedestrian zone was hailed as a new star on the city’s real estate horizon. It was built using a sophisticated top-down construction method, which allows for concurrent above and below-grade construction, to ensure that the tight schedule can be met. It is planned that the Joseph Pschorr Haus open its doors in the autumn of 2013. Modern business premises designed by the firm of architects Kuehn Malvezzi are today being created on a property steeped in history – the “Brauerei zum Pschorr” brewery was founded here in 1820. Translucent facades and a landscaped atrium characterize this striking new building in a prime city center location. In the future, three high-profile tenants will be operating flagship stores on the roughly 19,100 square meters of retail space. In addition to the sports clothing and equipment retailer SportScheck, the American fashion chain Forever 21 will be leasing around 6,800 square meters, and the fashion retailer MANGO will be opening the biggest MANGO store worldwide on approximately 2,300 square meters of space. 8 Civic engagement as a corporate responsibility Engaging the public is becoming increasingly important for project developers. In this context, Bayerische Hausbau is on the one hand pursuing the aim of achieving the full and early involvement of the public to gain acceptance for the project in question. On the other, it is intended that the high quality of the architectural design be maintained, without allowing it to be diluted by individual interests. A current example is the development project at the Nockherberg in Munich’s Au district. Bayerische Hausbau is planning a new urban development, complete with shopping facilities and approximately 1,200 to 1,400 new, urgently needed apartments, on the approximately nine-hectare site of the Paulaner brewery, which will be moving its production facilities to the western outskirts of Munich. The residential units will offer a balanced mix of different price classes, from privately financed to publicly funded apartments. Unlike the brewery, due to which the district is currently sealed, the new urban development, with new foot paths and extensive green and open spaces, will open up and connect the upper and lower Au districts. This will be a major improvement for this popular part of Munich. The locals’ acceptance of the impending changes to their immediate surroundings is therefore 9 1 Business Division | Construction & Real Estate 1 | Modern and vibrant: the Milaneo concept in Stuttgart 2 | Harmonious fusion: offices and apartments in Düsseldorf’s Quartier D³ 3 | Elegant and sustainable: the model office in the WelfenHöfe, Munich 2 3 Diversity and freedom It’s the mix that matters all the more important. Bayerische Hausbau has been providing information about preliminary planning on a project website launched at the beginning of 2012 – thus approximately five years prior to the start of construction. In October, before the launch of the urban development competition, it conducted a public podium discussion, during which the denizens of the Au district were able to discuss their concerns with Munich’s head of the municipal planning office, Prof. Dr. (I) Elisabeth Merk, the CEO of Bayerische Hausbau, Dr. Jürgen Büllesbach, and two specialist judges. The suggestions were included in the documents for the competition. With this first, successful step involving civil engagement and subsequent approval of the development plan, Bayerische Hausbau has reached a major milestone in the planning process. Bayerische Hausbau is also relying on the active participation of residents when it comes to the planned Hochäcker straße urban development in Munich. It is expected that a building permit for about 1,000 new apartments on an approximately 19-hectare site in the southeastern part of the Bavarian capital will be issued by the end of 2013. In the run-up to mandatory civic engagement, Bayerische Hausbau has already conducted a citizens’ workshop with the result that essential requests for changes by citizens were given due consideration during further planning. 10 Because open space in Germany’s major cities is becoming an increasingly precious asset, property developers need to respond to this development with innovative concepts. The idea of a mixed-use urban development offers room for new possibilities. One example is the Milaneo in Stuttgart where Bayerische Hausbau is building 415 rental apartments on top of a newly created shopping center. Landscaped inner courtyards will make it possible to enjoy a tranquil living environment, shielded from the retail world. Office space and an Aloft-brand hotel will also be erected above the shopping center, for whose construction ECE and STRABAG are responsible. The laying of the foundation stone took place in October but construction work above the shopping center will not start until the autumn of 2013. In many cases, a hotel is the perfect addition to a vibrant and versatile urban development: not only in the Milaneo but also, for example, in Düsseldorf’s office and residential development D³ and in Bikini Berlin. Here again, Bayerische Hausbau profits from its many years of expertise in the construction of hotels. Because, however, it is apartments that are most needed, the company focuses on residential construction in its urban development projects. In the WelfenHöfe in Munich’s Au-Haidhausen district, which offers a total of 480 residential units, Bayerische Hausbau had sold most of the apartments long before construction was completed. By the end of 2012, the urban development, which is known first and foremost for its award-winning architectural diversity, had been brought to completion and the majority of the tenants had moved in. The WelfenHöfe is synonymous with modern living. A large and concentrated number of urban apartments has been created here. The landscaped courtyards, which are open to the public, nevertheless provide sufficient open space and tranquility for the residents. 11 Business Division | Construction & Real Estate 1 2 Efficiency as the basis for success 3 4 1 | Comprehensive renovation: Munich’s gourmet restaurant Bogenhauser Hof 2 | Beautifully refurbished: the listed Bräuhaus am Kapuzinerplatz in Munich 3 | Extremely well-received: Hanse Haus prefabricated homes 4 | Contemporary architecture: Hanse Haus homes are synonymous with quality and design The collective strength of a group Occasionally, and only when economies of scale are apparent, Bayerische Hausbau and the other business divisions in the Schörghuber Corporate Group take advantage of the fact that they are part of a corporation. Such opportunities presented themselves last year in the Beverages division in particular. As an experienced property developer, Baye rische Hausbau is responsible for building the Paulaner brewery’s new production facilities in Munich-Langwied. In close cooperation with the brewery, it began planning the new buildings on the approximately 15-hectare site at the start of 2012; construction will begin in 2014. The business interests of the Real Estate and Beverages divisions also complemented each other in joint projects in the gastronomy sector. In 2011, Bayerische Hausbau, together with the Hacker-Pschorr and Paulaner breweries, made it their aim to modernize selected traditional establishments in Munich that are part of its real estate portfolio. This includes, for example, the now completed renovation of the gourmet restaurant Bogenhauser Hof – a Munich institution – as well as the careful refurbishing of a historic building on Munich’s Kapuzinerplatz in the city’s Isarvorstadt district, including the Paulaner Bräuhaus restaurant in the building, which is slated to open in the summer of 2013. Last year there were also opportunities to make good economic use of the collective within the corporate group in the Hotels division: Bayerische Hausbau is realizing a new building project in the direct vicinity of Munich’s main train station that will provide the ideal venue for a hotel due to its prime location. Although the company acts independently of Arabella Hospitality when it comes to selecting its hotel operators, both companies agreed that the hotel would in the future be managed under Starwood’s Aloft brand. The strong sense of solidarity – not just within the Schörghuber Corporate Group but also, first and foremost, between Bayerische Hausbau and its subsidiaries – is shaped in particular by the employees. Up-and-coming young professionals at Bayerische Hausbau and Bayerische Hausbau Immobilien Management have been working together in the junior 12 management program “Die Jungen Wilden” since 2010. At the end of 2012, the umbrella organization of German property managers (Dachverband Deutscher Immobilienverwalter) named Bayerische Hausbau Immobilien Management, which has been active in the property and condominium management sectors since 1982, Property Manager of the Year. Repeat record revenues and top marks for Hanse Haus Hanse Haus, a subsidiary of Bayerische Hausbau, once again reported record revenues. In the 2012 business year, the manufacturer of prefabricated homes generated revenues of approximately 77 million euros with the construction of 314 homes and was thus able to once again significantly improve on its previous year’s earnings of 67 million euros – up until then, the best year since introduction of the euro. Hanse Haus, which has its headquarters in Oberleichtersbach in Lower Franconia, is one of Germany’s leading providers of prefabricated homes and is also represented internationally. In addition to its core market Germany, the company maintains its own sales network in Switzerland, Great Britain, Austria, Luxembourg and Italy. Apart from the high-quality craftsmanship of its prefabricated houses, Hanse Haus also owes its economic success to an extraordinarily high level of customer satisfaction. This was also confirmed by a survey conducted by FOCUS MONEY. In November 2012, the business magazine published a representative study on “How fair are German suppliers of prefabricated houses to their customers?” Altogether, customers of the 16 largest manufacturers of prefabricated homes were asked about product performance, customer advice, price-performance ratio, customer communication, customer service and sustainability/responsibility. Hanse Haus received top marks in all the categories and came out on top in the overall ranking, firmly establishing itself with this above average result as an especially fair company. 13 2 Business Division | Beverages Brau Holding International is a joint venture between the Schörg huber Corporate Group (50.1 percent) and Heineken (49.9 percent). With 12 breweries in Southern Germany, the group is synonymous with a diverse beer culture, a long brewing tradition and beers of the highest quality. The group comprises the Paulaner Brewery Group, 63 percent of the Kulmbacher Group and the Südwest Group. 1 | Innovation: Paulaner launches the first wheat-beer mixer onto the market 2 | Refreshing: the new Mönchshof Natur Radler with natural lemon juice 3 | Strong: Fürstenberg’s alcohol-free Radler achieved a gain of 30 percent 3 1 Trajectory of success Brau Holding International saw the positive performance of the previous year continue in 2012. The brewery group was able to boost revenues in the 2012 business year by 1 percent, compared with the previous year, to 585 million euros. Brau Holding International thus increased its market share in terms of revenue in Germany and in its core market, Southern Germany. The reasons behind this upward trend were an increase in sales, on the one hand, and successfully implemented price increases for individual brands, on the other. With 5.4 million hectoliters, beer sales for the breweries belonging to Brau Holding International were 2 percent higher than in the previous year. Beverage sales including mineral water and non-alcoholic beverages increased by 1.7 percent to 6.2 million hectoliters. Domestic beer sales came to 4.4 million hectoliters, a gain of 0.4 percent compared with the previous year. The volume of beer sold abroad was up almost ten percent compared with 2011. This means that Brau Holding International’s foreign sales passed the one-million-hectoliter mark for the first time. Growth through innovation The innovations introduced in 2012 by the breweries belonging to the group played a significant role in the growth that Brau Holding International enjoyed on the home market. Paulaner launched the first beer mixer made with alcohol-free wheat beer, Paulaner Weißbier Zitrone Alkoholfrei, onto the market. The mix of Paulaner’s tried-andtested alcohol-free wheat beer and naturally-flavored lemon soda, positioned as a genuine thirst quencher for those brief breaks from everyday life, was readily accepted by the market and provided further impetus for the already rapidly growing alcohol-free wheat beer segment. The second major market launch of the year was Mönchshof Natur Radler. The beer-based mixed beverage, made with natural lemon juice and no artificial sweeteners or preservatives, also turned in a strong performance from the outset. That the new products were well-received on the market was confirmed by the trade press. In a trade survey conducted by the trade journal Getränke Zeitung, Mönchshof Natur Radler and Paulaner Weißbier Zitrone Alkoholfrei took the first two places in the category Beer/Beer Mixer as Innovations of the Year. 14 15 1 Business Division | Beverages 2 1 | Premiere: Hacker-Pschorr launches its first alcohol-free lager onto the market 2 | Investment in the future: Auerbräu’s new pressure tank cellar 3 | Optimization: the variety of packaging units requires new logistics solutions 3 An eye to the future Best-selling alcohol-free beer An increasing number of consumers are turning to alcohol-free beers. Brau Holding International, too, is focusing on this segment. In 2012, growth driver number one in the domestic market was once again Paulaner Hefe-Weißbier Alkoholfrei, which increased its market share significantly. Kapuziner Weißbier Alkoholfrei, positioned as a lowcalorie thirst quencher, also performed very well. To best exploit growth opportunities in the alcohol-free segment, the breweries belonging to Brau Holding International have expanded their range of products in this sector. Hacker-Pschorr launched its first alcohol-free beer, Münchner Alkoholfrei Naturtrübes Helles, onto the market at the end of the year. It was well received by customers from the start, as was the Fürstenberg brewery’s alcohol-free Radler, which, with its new brand identity, achieved growth of approximately 30 percent in its core market. Investments in the breweries As home to the regional art of brewing, Brau Holding International invested over 36 million euros over the course of the last business year in the renovation and expansion of its breweries. Numerous smaller investments in the breweries were needed to ensure brewing quality, efficiency and delivery capacity in the future. The major projects included the installation of a new young-beer centrifuge and an investment in production facilities for beer-based mixed beverages in Kulmbach, the restructuring of filtration at Würzburger Hofbräu and the new combined heat and power (CHP) unit at the Fürstenberg brewery. The latter is used to generate power from residual heat at the brewery, which can then be used in its own facilities. Any excess is fed into the public power grid thus making optimum use of the thermal energy from the brewhouse while at the same time generating this energy in the most environmentally friendly way possible. The largest investment project for the future will be the planned transfer of the Paulaner brewery’s production and logistics facilities to Munich-Langwied. The procedure for amending the existing development plan was officially launched with the city council resolution passed on 26 September 2012. It is very important to Paulaner that it provide 16 its new neighbors with information about the construction project during the planning procedure. In addition to information events held in cooperation with the district councils, a project website was also set up for this purpose. Local residents and interested parties can enter into a direct dialog with the brewery and obtain information about the latest project developments at www.brauerei-langwied.de. Initial preparations have been under way at the site since the beginning of 2013; construction of the brewery is slated to begin one year later. Optimizing the value-added chain While fewer and fewer customers are purchasing their beer in traditional packaging units like the 20-bottle crate, smaller units such as six packs are becoming increasingly popular. The variety of packaging units is growing and so are the demands being made in the areas bottling, logistics and the handling of empties. The rising sales in inter national markets are also increasing the level of complexity in these areas since the various countries often require different packaging units, labels and packaging. To ensure that it is better able to respond to these increasingly complex requirements, Brau Holding International has started placing increased focus on what is referred to as “supply chain management” – in other words, optimizing the processes along the entire length of the value-added chain. This includes not only closer coordination between purchasing, production, bottling and logistics but also improving company-wide sales and production planning to ensure regular delivery capability and a high level of customer satisfaction as well as boost the efficiency of the breweries. It was for this reason that the new Supply Chain division, which comprises the Purchasing, Production, Bottling and Logistics departments, was created at Paulaner in November 2012. The new division is managed by Dr. Stefan Lustig, who has taken over this position in addition to his responsibilities as chief operating officer at Brau Holding International. 17 1 2 Business Division | Beverages 3 1 | Environmentally friendly: sustainable bottling at the Kulmbacher brewery 2 | Creative collaboration: Hoepfner and the Sixpoint Craft Ale Brewery Brooklyn 3 | The art of brewing: the ingredients must satisfy strict quality requirements 18 Passion for the art of brewing Award-winning, resource-efficient brewing Commitment to beer culture Efficient brewing and delivery is an important prerequisite for the business success of the brewery group. Efficiency is, however, not only good for the balance sheet but also for the environment. For years, the breweries housed under the roof of Brau Holding International have been committed to beer production that is as resource efficient as possible. Almost all the breweries work with an environment management system in accordance with the universally recognized environmental standard ISO 14001 or the EMAS (Eco-Management and Audit Scheme) standard. These management systems ensure that the breweries make an ongoing effort to improve their environmental performance, document their resource consumption and handling of waste material, as well as name concrete improvement objectives and have these reviewed. In 2012, resource consumption at the breweries in the group improved significantly compared with the previous year thanks to numerous initiatives and technical investments. A total of 7 percent less electricity, 3.8 percent less heat and 3.6 percent less water were needed per hectoliter produced compared to 2011. The amount saved is enough to meet the electricity, heating and water needs of a four-person household for between 350 and 450 years. This particular commitment to the environment within Brau Holding International also received official recognition in 2012. The Kulmbacher brewery was honored for its many years of participation in the regional Bavarian Environmental Pact in Upper Franconia at a ceremony held by the Bavarian State Government. Würzburger Hofbräu received an award from the Federal Ministry of the Environment for its environment-oriented commitment and the optimization of its energy efficiency on the occasion of the second Energy Efficiency Info Day held by the non-profit organization Förderkreis Umweltschutz in Unterfranken e.V. Beer is more than just a product, beer is a passion. It is therefore of great importance to the breweries in the group, with their regional specialty beers, to promote beer as a diverse cultural heritage. An important initiative in this context was the training of beer ambassadors at Paulaner and beer sommeliers at Fürstenberg and Kulmbacher. Thanks to intensive training in the brewing process, beer tasting and cooking with beer, sales staff were trained as experts for all matters pertaining to the enjoyment of beer. They provide assistance to bars and restaurants when it comes to storing and tapping beer properly, selecting the beer best suited to a particular dish or creating new beer menus, for example – much in the same way as the well-known wine sommeliers at upscale restaurants. The Beer Culture Day held at the Fürstenberg brewery also focused on cultivating an enthusiasm for beer. By experiencing the feel of the raw materials, learning about traditional brewing methods, taking a tour of the brewery and other activities, visitors were given an understanding about the art and culture of beer brewing in a number of different ways. The event was one of the highlights of Baden-Württemberg’s Hometown Days in Donaueschingen, which the Fürstenberg brewery supported in 2012 as a premium sponsor. Two other initiatives also demonstrated just how diverse the art of brewing can be: In 2012, Paulaner opened a brewery in a building known as the “Eiswerk”. At this microbrewery, master Paulaner brewers create special varieties of beer for beer aficionados using traditional brewing craftsmanship. Last year, Hoepfner entered into a cooperation with craft brewer Jan Matysiak, master brewer at the Sixpoint Craft Ale Brewery in Brooklyn, in order to create an exclusive variety of beer: Hoepfner Zartbitter. The special creation was served at selected bars and restaurants operated by the brewery with great success. 19 1 Business Division | Beverages 2 1 | Remodeling: the venerable Donisl restaurant will become Hacker-Pschorr’s new flagship 2 | Historic ambiance: Bayreuth’s Eule restaurant, popular with artists, shines with new luster 3 | Showpiece: the new Keiler-Brauhaus in Lohr am Main opened its doors 3 Living tradition Promoting the gastronomy sector The gastronomy sector remains an important mainstay for the breweries – not only as a sales channel but also as a calling card for the respective beer brand. The group is therefore committed to preserving historic restaurants and creating attractive new gastronomy properties. A particularly good example for the preservation of traditional “tavern” culture is located directly on Marienplatz in Munich: Completely destroyed in World War II and rebuilt in 1954, the property located at Weinstraße 1 and home to the popular Donisl restaurant is in urgent need of renovation. At the beginning of 2012, Bayerische Hausbau as the property’s owner, together with the Hacker-Pschorr brewery as the main leaseholder, decided to continue to operate the Donisl as a traditional restaurant. After the contract with the previous leaseholder expired at the end of 2012, reconstruction of the building was launched at the beginning of 2013. Only the facade, which is well worth saving, will be preserved. Following the remodeling, it is intended that the Donisl become a flagship restaurant for the Hacker-Pschorr brewery. Numerous other restaurants belonging to the breweries, which were either newly opened or reopened in 2012, contribute to vibrant diversity in Germany’s gastronomy sector. This includes the Brigantinus in Constance. The object, comprising a Paulaner beer garden with seating for 800, a covered terrace with a view of the lake, a restaurant and an event venue, is a new flagship at Lake Constance for the Fürstenberg and Paulaner brands, which are the only brands served there. Other 20 examples are the Eule bar and restaurant with Mönchshof in Bayreuth, a favorite hangout for past and present artists, which as of last year is a showcase for Mönchshof specialty beers, as well as Paulaner Wirtshaus am See in Kahl. The Keiler-Brauhaus also celebrated its opening in 2012. The glass facade of the new brewery-cum-restaurant in Lohr am Main is a striking architectural feature and provides a direct view of the copper kettles before even entering the building. Brewhouses on course to success Bavaria’s gastronomic culture also celebrated great successes abroad with what is now the 22nd Paulaner brewhouse being opened in Asia. Paulaner specialty beers are now being brewed and sold at 23 Paulaner brewhouses and restaurants worldwide. The opening of the first Paulaner brewhouse on the North American continent is planned for the first half of 2013 in New York City. The objective for 2013 is to increase the number of brewhouses to approximately 40. This allows the gastronomy sector to become an even more important stage for presenting brands and promoting Bavarian beer culture around the world. 21 1 Business Division | Hotels 1 | Premier in Germany: Aloft Stuttgart in the new Milaneo urban development 2 | New, chic, inviting: Motions restaurant in the Westin Grand Frankfurt 3 | Pure pleasure on Mallorca: St. Regis Mardavall 2 New stars As the central holding company for the Hotels division, Arabella Hospitality performs asset management for the 22 hotels in Germany, Austria, Switzerland and on the Balearic island of Mallorca owned or leased by the group. The hotels are operated under the renowned brand names St. Regis, The Luxury Collection, Westin, Sheraton and Four Points by Sheraton. Aloft: Brand debut in Germany Following the strategic repositioning of the Hotels division in 2011, Arabella Hospitality is expanding its portfolio with two new hotel projects in Munich and Stuttgart. Together with its long-standing partner Starwood Hotels & Resorts, it signed contracts in 2012 for the two hotels, which will be opened under the Aloft brand in 2015. Since 2011, Arabella Hospitality has been focusing on the maintenance, operation and expansion of the group’s own hotel properties, while Starwood Hotels & Resorts assumes responsibility for the day-to-day management of 18 of the 22 hotels in the group. The Aloft Munich will be part of an attractive mixed-use concept in Munich city center. Its location in the immediate vicinity of the main train station means that all of the city’s tourist attractions as well as the Franz-Josef-Strauß International Airport will be easy to reach. The architecture of the area around the main train station has improved significantly over the past few years. The new hotel, with its 184 rooms, will help satisfy the high demand for affordable yet design-oriented overnight accommodation in Munich’s city center. 22 3 The Aloft Stuttgart, in the city’s future Europaviertel district, is part of the new Milaneo residential and commercial development. The 165 hotel rooms will be characterized by a bright and airy ambiance with super-sized windows, inviting beds and floor-level rain showers. The foundation stone for the new urban development, including the hotel, was laid in September 2012. The Aloft brand has positioned itself in the lower mid-price segment of the hotel market with urban design, state-ofthe-art technology and a trendy ambiance at moderate prices. Both hotels will be developed by Bayerische Hausbau, the Schörghuber Corporate Group’s property development arm, maintained by Arabella Hospitality and run under the day-to-day management of Starwood Hotels and Resorts. The opening, which is planned for 2015, will mark the Aloft brand’s debut in Germany. Following the opening of the first Aloft boutique hotel in 2008, the brand has grown rapidly to over 60 hotels worldwide. Motions: the new culinary meeting point in the Westin Grand Frankfurt Investments in the building structure and brand refinement of selected hotels continued in 2012. In addition to the usual modernization measures made to the hotels in the company’s portfolio, Arabella Hospitality invested 1.3 million euros in renovating the Motions restaurant at the Westin Grand Frankfurt alone. Seating in the breakfast and brunch restaurant Motions, located on the first floor of the business hotel, was expanded from 148 to 173, and the restaurant now offers a large buffet landscape extending over a total length of 26 meters with an open show kitchen and a variety of cooking stations. The interior of the restaurant reflects the Westin design concept and offers guests a warm and inviting ambiance. Thanks to a flexible lighting system, the arrangement of the tables in the restaurant can be varied as needed. Luxury hotel with award-winning cuisine: St. Regis Mardavall The St. Regis Mardavall on Mallorca celebrated its 10th anniversary in 2012. This occasion was celebrated in July with a large gala event attended by 140 invited guests. The leading luxury hotel on the Balearic Islands not only impresses with its architectural elegance, superior quality and first-class service – it remains the only resort in Europe to fly the flag of the prestigious St. Regis hotel brand. The high level of quality of the hotel and its cuisine was also reflected by the accolade bestowed on the gourmet restaurant Es Fum, which once again earned a Michelin star. Es Fum, which is headed by chef de cuisine Thomas Kahl, was awarded a star by the Spanish Michelin Guide for the very first time in 2011. 23 1 2 3 Business Division | Seafood 4 1 | On the upswing: Chilean salmon offers great growth potential 2 | Ecologically valuable: sustainable salmon aquaculture conserves resources 3 | From Patagonia to all four corners of the earth: Ventisqueros plans further expansion 4 | The greatest of care: strict controls ensure a high level of quality Profitable and sustainable growth With a history that spans more than 20 years, Productos del Mar Ventisqueros S. A., the operative management company for the Seafood division, is one of the pioneers of salmon farming in Chile. The company, which has its headquarters in Puerto Montt, operates four freshwater and 15 saltwater facilities, as well as two processing plants, in the Los Lagos region. Ventisqueros provides employment to approximately 1,600 people. Ventisqueros offers a wide variety of products: In addition to Salar (Atlantic salmon), the most widely farmed species worldwide, it also produces Coho (Pacific salmon) and rainbow trout (salmon trout). The principal customer for the latter two species is Japan. This makes Japan, together with the USA, the main sales markets for the Chilean salmon industry. There was once again a marked increase in demand in 2012. In addition to the USA, this demand comes primarily from the emerging nations Brazil, Russia and China, with the USA and Brazil holding a special position since both countries buy fresh salmon on a large scale. On the whole, it is expected that there will be a sustained increase in the consumption of salmon and salmon products. With this in mind, Ventisqueros is planning on steadily increasing its annual production. This is part of the company’s business strategy, which is geared to sustainable growth. In 2012, an oversupply caused the price of salmon to fall worldwide to a ten-year low. In some cases, sales prices were up to 50 percent lower than those of the previous year. This was the result of a temporary oversupply on the market. Following the so-called ISA crisis in the Chilean salmon industry in 2008/2009, during which the Norwegian industry significantly expanded its capacities, the Chilean salmon industry regained its earlier production volumes in 2012. 24 This meant that, in economic terms, 2012 was a year of losses for the entire Chilean salmon industry – despite an increase in export and sales volumes. Ventisqueros is responding to this situation by slowing down the rate of growth originally planned. At the same time, the market offers good opportunities for carrying out the needed increase in production capacities. Furthermore, Ventisqueros will adapt its range of products in the medium-term in favor of Salar. By changing its focus, Ventisqueros is not only responding to increasing demand for this species worldwide but – unlike Pacific salmon and rainbow trout – also making it possible to harvest salmon year-round while at the same time achieving a more balanced utilization of its production capacities. This puts the company in a position to supply customers – above all in the USA and in the increasingly important South and Central American markets – with fresh salmon in a flexible and sustainable manner. Another component of this strategy for profitable growth is increasing the value added by expanding the range of products it offers to include refined fish products. In addition to the advantage this offers in the form of higher profit margins, this segment is less price sensitive than that for standardized salmon products. Investments in the future A prerequisite for achieving the business growth targets is expanding farming and production capacities. In 2012, for example, the freshwater farm Chaqueihua II was put into operation. Furthermore, Ventisqueros plans on expanding the freshwater facility in Pichicolo. Consideration is also being given to expanding processing capacities. All investments will involve paying particular attention to ensuring that resources are used carefully. Increasing importance of growth markets Experts assume that prices will quickly recover over the course of 2013 as a result of increasing demand in the face of stagnating supply. It is also expected that salmon, in view of rising feed prices for all animals bred specifically for food, will in the future become more competitive compared with cattle, pigs and poultry due to the fact that they are more efficient converters of feed. This will provide a further boost in the demand for farmed salmon. Especially in countries in, for example, South and Central America, where up until now preference was given to the cheaper alter native, namely meat. In addition to China and Russia, these markets harbor enormous growth potential for Chile’s salmon farming industry. The Chilean salmon farmers association, SalmonChile, therefore launched a country-specific campaign in Brazil, the largest country on the South American continent – a campaign in which Ventisqueros is also playing an active role. 25 SPECIAL I 2012 Beverages Special WORLDWIDE SALES OPPORTUNITIES FOR SOUTHERN GERMAN BEER Brands, Markets, People 26 Opportunities and Strategy Trends and Traditions Fascination and Diversity BHI and the international beer business A close look at old and new beer markets What makes Bavarian beer so popular Special I 2012 CONTENTS Editorial Dear Readers, Interview BHI‘s chief executive officer, Roland Tobias, takes about the future of the company‘s foreign business ................................................................... 4 – 7 Status Quo Foreign growth tops domestic growth ............................. 8 – 9 Strategy Success through market niches .....................................10 – 11 Prestige Bavaria and its beer ........................................................12 – 14 Marketing Concepts and campaigns .......................................................15 Gastronomy Paulaner brewhouses worldwide ..................................16 – 19 Focal Point Import champion Italy .................................................... 20 – 21 "Life is good wherever beer is brewed" is a saying among beer aficionados that we here in Bavaria naturally like to make our own. And I am tempted to add, "Many things are also possible in the business sense wherever – good! – beer is brewed." That is at least the message currently being communicated to us by the global beer markets. In recent years, we have placed increasing focus on international business in our Beverages division. We are now promoting the systematic cultivation of a wide variety of export markets within the framework of Brau Holding International – and are harvesting the first fruits of our labor. Facts and figures indicate that positive business performance abroad is the decisive factor that allows the ongoing successful development of business despite a stagnating domestic market. And in many places, we are only just getting started. In numerous countries, the desire for Bavarian beer is only now awakening. We do not intend to miss this opportunity to set the right course there from the outset. After all, our specialties are appreciated all over the world for their provenance, their deep local roots and their outstanding quality. We communicate these values to our customers and partners with great enthusiasm and in awareness of our centuries-old brewing expertise. Based on this tradition and in accordance with modern business principles, we want to assume a leading role in the segment for high-priced premium imports in our key markets – and with the Paulaner brand in particular. This special supplement examines the factors that determine the success of future business on the international beer markets, indicates which milestones we have already achieved, and focuses on the challenges the next few years will bring. What we do know is: If we want to successfully take advantage of worldwide sales opportunities with our southern German beer and beverage specialties, we must keep our sights firmly set not only on working on the brands and markets but also on the people and their different mentalities. I am sure that we will succeed. Enjoy your read – preferably with a glass of great beer … Future Market Growth continent Asia ................................................... 22 – 24 Logistics From Kulmbach to Shanghai ................................................. 25 Changing Consumption What drives the beer market? ...................................... 26 – 27 Dr. jur. Klaus N. Naeve 3 Interview I 2012 Tradition and drinking pleasure: Bavaria's successful exports. Mr. Tobias, let’s get straight to the point: What is currently going on in the international beer business? AN INTERVIEW WITH r: at Paulane e v i t c e p s r pe "Change of orts beer p x e t a h t ry rian brewe a v a B a m o uartered fr q d a e h y r e rew national b r e t n i n a to ." in Bavaria ROLAND TOBIAS FUTURE STRATEGY: INTERNATIONAL BUSINESS Potential and challenges for the BHI breweries Roland Tobias has been a member of the executive board of the Schörghuber Corporate Group since 2009, as well as CEO of Brau Holding International (BHI). As chief executive officer of the Paulaner brewery, he is also responsible for international sales of the brewery group’s top brand. He discusses his assessment of the worldwide export market for beer and where he sees key opportunities for the BHI brands in the interview. 4 The overall mood on the worldwide beer market is positive, if not euphoric. The major international breweries are still making acquisitions, growing dynamically, and analysts still recommend buying their shares. The market is definitely exciting and also lucrative. We are also very pleased here at BHI since our international business is developing extremely well. Exports at Paulaner have increased to almost 30 percent of overall sales and are still growing. In other words, we have the largest share among the German brewery groups. If you take BHI as a whole, this share is just under 20 percent. Critics claim that German breweries missed the boat where exports are concerned and that the big global players come from other countries like Belgium or Denmark, for example. How do you explain the German breweries' foot-dragging? It's very simple: If the home market offers little potential due to its small size, you inevitably start looking for new markets relatively early. That is how these breweries got a head start on the international market. The German market, on the other hand, was and is very large – there are still 1,300 independent breweries operating here today. This market provided sufficient opportunities for growth for all the breweries, with the result that everyone initially concentrated on getting the largest possible slice of the domestic pie. In 2009, BHI took important steps towards securing the future of its foreign business. What were they exactly? The German beer market has been declining for years for a number of different reasons, and it is likely to stay that way. In light of this fact, we have been investing heavily in the foreign market since 2009: with manpower, a more strategic focus, but above all with a change in perspective toward a greater level of internationality. Paulaner is currently transforming itself from a small Bavarian brewery with an export business to an international brewery with its headquarters and roots in Bavaria. The excellent image that Bavarian breweries enjoy has been a big help. Bavaria is viewed around the world as an appealing place, where people know how to live, celebrate and enjoy themselves – with authentic traditions such as traditional costumes, folk music and Oktoberfest. Not to forget its first-class beer specialties. Let's take a look at the markets: In your opinion, where does the greatest potential lie with regard to sales opportunities for the BHI brands? Italy is traditionally an important market for us, and we have positioned ourselves well there with Paulaner but also with the Kulmbacher Group and are continuing to grow. We also see potential in Poland where, with Paulaner, we have a very successful cooperation with Heineken. However, most other European markets, especially in Western Europe, are struggling with these same difficulties as the German market. Our most important future market is Asia. That is where we are enjoying very dynamic growth with the brands belonging to the Paulaner and Kulmbacher Groups, and not just in China but also in smaller countries like Vietnam and South Korea. It is important to establish a presence early so that when the moment arrives and the market starts to experience dynamic growth, you can ride the wave. Compared with the industry's major players, BHI operates in more modest dimensions as far as numbers are concerned. What opportunities are there for BHI on markets dominated by a few major players? We see ourselves as a "craft brewer", in particular with our Paulaner specialty beers. In other words, we don't offer run-of-the-mill products but rather handcrafted products, created with a love of exceptional taste, that have been popular for generations. That makes us something special on the international market, particularly in combination with our Bavarian roots and the Bavarian way of life. In many markets, for example in the USA, a degree of consumer fatigue has been developing for some time now where interchangeable mainstream brands are concerned. At the same time, small specialized breweries have been growing slowly but steadily. A new beer segment is emerging into which we fit perfectly, especially with our Paulaner wheat beer. Alcohol-free beer and beer-based mixed beverages also offer potential depending on the market and the brand. The main focus at Paulaner, however, is on our core product wheat beer. 5 Interview I 2012 The Kulmbacher Group, which has its own export department, is also very successful on the foreign market, especially in China. It operates independently of Paulaner because it has its own comprehensive portfolio to offer and is pursuing different sales strategies. The brands Fürstenberg and Schmucker – like the Pau laner Group’s regional brands HackerPschorr, Auerbräu and Hopf – are all marketed by Paulaner. They neatly round off the portfolio and profit from integration in Paulaner's international sales team. But it must be said that Germany remains the core market for our smaller brands. And that will stay that way since these are brands that were created in the region for the region and do not possess the structural prerequisites, the sales contacts or the size needed to play in the international arena. Bavarian beer meets Mediterranean flair: Paulaner beer garden in Tel Aviv. In many cases, the gastronomy sector plays a big role in the success enjoyed in foreign markets. The keyword here being "Paulaner brewhouses". The first foreign brew house was opened in 1992 in Peking – there are now 20 in Asia alone and 23 worldwide. What makes the brewhouse concept so successful inter nationally? The Paulaner brewhouses have indeed been well received. We are therefore optimistic that we will be able to increase their number to almost 40 by the end of 2013. That is a very ambitious goal. But it reflects the dynamism and enthusiasm of local restaurateurs, a large number of whom approach us and want to open a new brewhouse with us. At the restaurants, we not only offer original Bavarian beer and Bavarian specialties but also communicate a particular attitude to life. Anyone visiting a Paulaner brewhouse, be it alone, with friends or with business partners, enter a world that is very different to what local or regional gastronomy offers. That is what makes them so attractive, especially in Asia. 6 "RECOGNIZING AND UTILIZING FUTURE POTENTIAL" generate the same level of awareness. We are nevertheless pursuing new avenues in this sector, for example in Poland, where for the first time outside of Germany we are having great success with a TV ad. These kinds of activities will, however, remain the exception. We are of course also carrying out conventional promotional activities in northern Italy, Austria, France and the USA, which take the form of special packaging or displays, for example. What other business models or strategies is BHI pursuing in the global gastronomy and retail sectors? What part has the Bavarian way of life and tradition, as well as the positive image of Bavarian beer, played in the Paulaner Brewery Group's international export success? BHI now operates in 74 countries, with heavy emphasis on gastronomy. At Paulaner, for example, draft beer accounts for approximately 50 percent of foreign business. Gastronomy concepts are so important for us because they provide us with an opportunity to present our brands together with their history. In the retail sector, on the other hand, we are just one brand among many. There you need to make a considerably larger investment in conventional advertising to A big one. In recent years, we have observed a general trend towards beer from Bavaria throughout Germany. A large selection of Bavarian brands can now be found everywhere from Lake Constance to East Friesland. In addition to the high quality of Bavarian beer, Oktoberfest as a major attraction for German and overseas tourists also plays a big role. But if you take a closer look, you realize that it's not just about beer: traditional costumes are experiencing a new boom and, as far as the visitors are concerned, "celebrating" also means music, tradition, conviviality and Bavarian cuisine. The entire Bavarian way of life seems to touch a cord, particularly among young people. And that of course includes beer. But in this regard, there are only a few brands that can boast true authenticity. Paulaner has no need for invention or exaggeration, we simply impress as the original Bavarian specialty that we are. That is also why we aren't as commercialized as one or the other of our competitors. BHI is home to the Paulaner Brewery Group, the Kulmbacher Group and the Südwest Group, with their authentic brands that have deep local roots. Do these brands all profit equally from the euphoric mood and dynamic export growth or are there differences? BHI has set itself ambitious targets. By 2015, you want to increase foreign sales to 1.5 million hectoliters. Is this a realistic target? The figure 1.5 million hectoliters of course seems like a very big number. But this vision unleashes forces and compels us to drive our business forward with great energy while also making use of new tools. With this strategy, we achieved double-digit growth last year, were able to exceed the 1-million-hectoliter mark in 2012, meaning that the 1.5-millionhectoliter mark is definitely looking like a realistic target. A high level of flexibility is particularly important to our activities abroad. Every market requires its own approach, an individual "route to market". This applies to both sales strategy and marketing. And you always have to open the doors on new opportunities. Our partnership with FC Bayern, for example, continued to develop in the following manner: We took the "Paulaner Cup des Südens" to South Tyrol and we took the team to China with great success. We also currently have two Chinese trainees in the company, who will receive an indepth introduction to the brand over the next two years so that they can later market Paulaner with a passion in their country. These are all measures that have come into play with our international orientation. And I also believe this to be the right path for the future. ■ AMBITIOUS TARGET: EXPORT OF 1.5 m 2015 HECTOLITERS BY 7 Status Quo I 2012 top news ++ 1-million mark exceeded ++ On the way to achieving the target that they have set for themselves, selling 1.5 million hectoliters of beer on international markets by 2015, BHI has cleared a major hurdle: In 2012, it exceeded the magic 1-million-hectoliter mark for the first time. This represents an increase in the volume of exports of almost 11 percent compared with the previous year. With over 654,000 hectoliters, the Paulaner brand contributed the lion's share, followed by Hacker-Pschorr and the brands belonging to the Kulmbacher Group. A crucial factor was business in Asia and the Pacific region. In sum, the brands housed under the roof of BHI enjoyed an increase of more than 30 percent in China alone last year. But business in Italy and France also continued to develop well. Following the successful launch of Paulaner's wheat beer campaign, Poland holds the top position among the export countries with the greatest increase. BHI now markets its beers in a total of 74 countries. International market versus domestic market: Globally diversified Brau Holding International is already represented on all continents and reports an increase in sales in all parts of the world. Although just a few countries accounted for the DYNAMIC GROWTH TAKES PLACE ABROAD 8 Germany is the land of beer aficionados and beer producers. The large number of independent breweries and beer specialties provide proof of this fact. The market is highly developed but also saturated: Growth has been stagnating for years. It is therefore almost inevitable that German breweries turn their attention abroad if they want to continue to grow dynamically. Comparison of BHI's foreign and domestic business in 2012 In 2012, the volume of BHI beer sold on the domestic market increased by 0.4 percent to 4.4 million hectoliters. This means that the brewery group with its regional beer specialties was once again able to buck the general downward trend on the overall market. Germany is still the land of beer drinkers with an annual per capita consumption of 170 liters – but consumption is declining from year to year. Predatory competition is fierce. It Foreign Domestic 1.01 M hectoliters + 9.7 % compared to prev. year 4.43 M hectoliters + 0.4 % compared to prev. year Growing global beer market The global beer market will continue to grow and will do so on all continents. According to a forecast by the Canadean institute, worldwide beer production will increase to over two billion hectoliters by 2014. There will also be a corresponding increase in the segment for imported beers to which the beers from BHI belong in all countries except Germany. According to a survey of experts by the Plato Logic World Beer Report, the market for imported beer is expected to increase to 130 million hectoliters worldwide by the year 2015. Experts expect the highest proportion of this growth to take place in Africa and the Near and Middle East with an average annual rate of growth of 8.7 percent, followed by Asia and the Pacific region with 7.8 percent. According to this scenario, North America and Western Europe will also see an increase, albeit significantly lower – they nevertheless remain the largest markets in the imported beer segment. BHI's sales development 2012 vs. 2011 according to region Northern/Central Europe: + 53.7 % 5.44 M hectoliters + 2.0 % compared to prev. year Asia/Pacific: + 28.1 % lion's share of exports during the early days, this number has now increased significantly. This means that there is less dependence on individual markets. Individual market analysis With its range of southern German specialties, the brewery group is ideally positioned to participate at a disproportionately high level in the further growth of the global beer market. This is because beer specialties make up one of the most promising segments in many markets. In addition, German – and Bavarian and Munich beers in particular – are synonymous abroad with value and a high level of quality. However, in order to exploit as many opportunities as possible, each market must be analyzed separately and handled according to individual criteria. In addition to the size of the market and the absolute volume of consumption, the "level of maturity with regard to specialties" is an important criterion. While the taste for beer in nations like the USA, Russia and Italy has developed to such an extent that consumers appreciate not only mainstream products but also more expensive premium specialties, "younger" beer nations must first achieve this level of maturity. Strategic approach At BHI, a sophisticated international strategy determines the level of priority with which the individual countries are handled and which brands in particular are promoted in which markets. Italy, China, Russia, the USA and France are particularly important markets for Paulaner. The brewery is striving for aggressive growth in these countries. The expansion of the Paulaner brewhouse gastronomy concept also plays a key role in this context. The Kulmbacher Group places particular focus on Italy and China as export countries. The sales strategy also differs from market to market. While Paulaner relies on its own subsidiary to cultivate the market in, for example, Italy, the USA and in the future also China, in other countries, the market is developed together with an exclusive partner or a large number of importers. Making the vision reality With this basic strategic framework, the goal of increasing sales volume by 75 percent – or 650,000 hecto liters – compared with 2010 by the year 2015 is getting closer and closer. One milestone was already achieved in 2012 (see "Top News"). BHI's sales markets in 2012 according to region Austria/Hungary: 4 % Africa/Middle East: 1 % CIS: 5 % Southern Europe: 7 % Austria/Hungary: + 19.7 % Africa/Middle East: + 13.9 % CIS: + 5.6 % Italy: 35 % France: 9 % France: + 3.1 % is nearly impossible to achieve greater growth in Germany. This is however all the more possible abroad: In 2012, foreign sales for the BHI brands increased by almost 10 percent. And this trend is set to continue. Italy: + 2.0 % USA: 11 % USA: + 1.3 % Southern Europe: – 3.1 % Northern/Central Europe: 12 % Asia/Pacific: 16 % 9 STRATEGY I 2012 MARKET LEADERS AND MARKET NICHES " Big Four" AB InBev Belgium in the international beer business How smaller, regional brands can hold their ground against global competition The international beer business is characterized by competition at two levels. While the four largest breweries in the world produce approximately 50 percent of the beer worldwide, generating about three quarters of the profits, and attempt to snatch market shares away from each other, thousands of smaller breweries worldwide are exploiting a different trend: the consumers growing desire for niche products and specialties far removed from the taste of mainstream beers. SABMiller UK Carlsberg DK Production 2011 in million hL sufficient opportunities. The global boom in so-called "craft brewers" is working in their favor. Weary of the flood of mass-produced articles, more and more beer lovers are turning their backs on commercial brands and purchasing more individual products Special mission: Fürstenberg Premium Pilsener quenches any thirst. they positioned themselves internationally early on, occupying the strategically important positions in the global beer market. Strategic mergers and acquisitions have allowed them to divide up the large slices of the pie in numerous markets between themselves. Market niche: "craft beer" But for many of the smaller breweries, the smaller slices of the pie also offer 10 created using traditional craftsmanship. Beers that have their own distinctive characteristics, unique twists and exceptional quality. This phenomenon can not only be seen in the USA but also in Denmark, Italy and Portugal, and similar movements can even be found in Brazil and Mexico. Specialties from Bavaria Germany's reputation as a country of beer brewers and regional beer specialties is legendary. Who then is in a better position to act as a counterweight to the domination of the market by run-of-the-mill beer with its own brands? Bavarian specialties, like Hefe-Weißbier, Dunkles, Doppelbock, Festbier and Starkbier are received with great enthusiasm almost everywhere they are found. The greatest challenge for exporters like Brau Holding International is finding appropriate market access for each brand and each targeted country. Utilizing and developing opportunities The BHI brands are already well established in the niche segment. Pau laner Weißbier and Hacker-Pschorr Helles, for example, as well as EKU, Kapuziner Weißbier and Fürstenberg Premium Pilsener, to name just a few. In some cases, special packaging has played a role in their success – such as the very successful 5-liter can marketed by the Kulmbacher Group in Asia – sometimes, it is a gastronomy concept like the Kapuziner pubs in Italy. The niche segments for alcohol-free wheat beer and beer-based mixed beverages also offer significant potential internationally. 358.8 178.5 164.6 118.7 18.6 9.3 8.5 6.2 Percentage (%) of worldwide beer production The "giants" in the beer industry are Anheuser-Busch InBev, SABMiller, Heineken and Carlsberg. They come from Belgium, Great Britain, the Netherlands and Denmark, countries that are, if anything, rather small with small market volumes. The very reason why Heineken NL (Source: Barth Report, Market Leaders, Edition 31.12.2011) Brand with tradition Excursus: ort brand p x e t s r fi Kulmbach’s All the brands in the BHI group have deep local roots, strong regional ties, and they value tradition. This also applies to EKU, "the first Kulmbacher Export Beer Brewery Corporation” – founded in 1872 – from Germany's "secret beer capital". EKU was the first brewery in Kulmbach to export its products beyond the Bavarian border. Initially, deliveries were made by stagecoach to neighboring German states. But as early as around 1900, EKU beers had already reached China – a newspaper ad from a Peking newspaper dating back to 1901, which can be found in the brewery's own archives, advertises the newly arrived EKU beer. A basic prerequisite for the early export was a well-developed infrastructure: Kulmbach, for example, already had a rail connection in the 19th century. This allowed the beer to be brought to the ports for onward shipment relatively quickly. The fact that these beers could travel such long distances back then is evidence of the high quality and long shelf life of Kulmbacher specialties. Today, EKU beers can be found in Italy, France, Asia, the USA, Mexico, Russia and numerous other countries. State-of-the-art logistics systems now see to what in the past was handled by the coachman with his stagecoach. EKU is especially successful in China, where they even have their own EKU fan club. The careful selection of exclusive local importers is a key factor in this success. Like the other brands belonging to the Kulmbacher brewery, EKU is making quite a stir in Asia, especially with its 5-liter can – a packaging size that is particularly popular as a gift and as a talking point at social gatherings. It is available at shopping malls, delicatessens and exclusive International Beverage stores, where they cost from just under to well over 30 euros. Those who afford themselves this luxury "made in Kulmbach" have every right to be proud of it … 11 Prestige I 2012 The art of brewing, the art of enjoyment: Real connoisseurs, of course, know that there can only be one true Oktoberfest. And therefore hundreds of thousands make their way to Munich every year to experience the white-and-blue festivities. What they find so attractive is apparently not just the beer but all the customs and traditions, too: from celebrating in traditional costumes as a matter of course to the obligatory roast chicken and giant pretzel through to the tune "Prosit der Gemütlichkeit". Munich's breweries regularly register a surge in sales after Oktoberfest – and in the number of inquiries from foreign initiators who would like to organize their own festival or at least open their own "original Bavarian" beer garden. The fascination of Bavarian beer tradition Whether in Bangkok or Dublin, Tel Aviv or Stockholm: Munich's Oktoberfest has its fans – and "offshoots" – in all four corners of the earth. What is probably the most widely exported festival in the world has a catalytic effect on the Bavarian breweries' foreign business that should not be underestimated. Wherever Bavarian beer festivals gain a foothold, beer befitting the occasion is not far away. This is especially true of the top Oktoberfest brands Paulaner and Hacker-Pschorr. Even though not every "Oktoberfest" actually deserves the name, the festive mood is growing worldwide – and with it the consumption of BHI specialties. tains, beer an d tr Moun adi tio n: th a The cradle of Bavaria's beer-brewing tradition One of our closest neighbors, Italy, is a particularly avid supporter of the Bavarian festival tradition. No festival in Upper Bavaria – in addition to Oktoberfest, there is also the Munich Salvator Festival and the Rosenheim Autumn Festival – is without active participation from the south. Not only ordinary guests but also importers and retailers are attracted to where the Bavarian art of brewing beer first originated. "Our customers from abroad are very keen to experience Bavarian beer culture and Bavarian traditions firsthand," confirms Ferdinand Steinacher, chief executive officer of the Auerbräu brewery in Rosenheim. "Regardless of whether that involves a visit to the traditional beer festival or a tour of the brewery." A KALEIDOSKOPE OF VIEWS t ha sw ti rian Beer Queen Bava rep r the e se nt s. 12 Selected projects The Paulaner Brewery Group carefully examines each of these inquiries but only involves itself in selected projects. The objective is to protect the name and the values associated with its own brands and avoid them being diluted by poor-quality offerings. There are approximately 20 festivals in countries such as Israel, Ireland and Thailand that receive active support from Munich and which can be considered authentic representatives of Bavaria's festival and beer garden tradition. This is where the desire for Bavaria and Bavarian beer is awakened. This increases the attraction of the original. And not only for guests from far away. The prestige of southern German beer What makes beer from Bavaria so special; what makes it so popular worldwide? These are the questions we asked at home and abroad. Barbara Hostmann, Bavarian Beer Queen, Garmisch-Partenkirchen: "What is so special about southern German beer is without doubt its strict adherence to the German Purity Law of 1516. The wide variety of Bavarian beers is also very popular abroad." Yarong Huang, graduate engineer in brewing and beverage technology, Technical University of Munich, Chair of Brewing and Beverage Technology: "Almost everyone in China is convinced that the best beers in the world come from Germany. When they hear the word 'beer', the first thing that comes to mind as far as most Chinese people are concerned is Bavaria, Munich and Munich's Oktoberfest beer festival. Chinese beer lovers find the full-bodied flavor of the beer and its fine frothy head particularly attractive." Franck Prandini, managing director of DVB, Toulon-La Garde, France: "Bavarian beer, especially Paulaner, has become very popular in our region, in particular due to its consis tently high level of quality, its image and the wide range of different products." Anetta Golda, brand PR manager, Żywiec Sprzedaż i Dystrybucja Sp. z.o.o, Warsaw, Poland: "For some years now, a growing number of people in Poland have been taking an interest in authentic beers and new taste experiences. Paulaner wheat beer is the perfect match for the growing desire for traditional recipes and high-quality beer. Its natural ingredients and its unique flavor are making it more popular in Poland day by day." Bruno Perrella, brand manager, Casa Flora Ltda., Rio de Janeiro, Brazil: "In Brazil, Bavaria is considered to be Germany's best beer region, not least because of Oktoberfest. We know that the enjoyment of beer in Germany is a way of life, and we therefore like beer that has its roots there, not only because of its quality but also because of its tradition." 13 Marketing I 2012 Talking to the "beer pope" Conrad Seidl Excursus: Opportunities and limitations of marketing strategies in the export business The Austrian Conrad Seidl has been a sought-after (beer) journalist and beer specialist for many years now. He writes about topics related to the world of beer in numerous blogs and has also published a number of books in German including "Conrad Seidls Bier Guide" and "Conrad Seidls Bier-Katechismus". We talked to the "beer pope" about Bavarian beer. Anyone selling their beer internationally must also align brand management to the international markets. This presents a brewery like Paulaner, with the size and scope of its foreign business, with a real challenge. Rather than developing a large-scale international advertising campaign, what is required is a target-oriented approach for each individual export country. Paulaner is focusing on conventional TV advertising in Poland for the first time. A TV campaign for Paulaner wheat beer has been underway in neighboring Poland since September 2012. The TV spot, produced in cooperation with distribution partner Heineken, opens up the brand world of this premium product to consumers. With great success: Paulaner wheat beer enjoyed an increase in volume of more than 130 percent in 2012 compared with the previous year. Therefore, the campaign is to be expanded in 2013. The objective is to boost growth rates in the Polish wheat beer market and consolidate Paulaner’s position there. Poland is, however, the exception so far. Conventional advertising cam- What is the quintessence of the German beer tradition? The German beer tradition is based on its strong regional ties: Up until 150 years ago, Germany was a fragmented country and many of the smaller states had no coastline – this led to the development of a regional beer culture with local beers, like the (back then dark) Münchner, the golden Kulmbacher, the sour Berliner and the strong Einbecker. And all these beers were perceived as particular local specialties when they moved from one market to another. That is the quintessence of German beer culture: confidence in one’s own beer, curiosity about your neighbor’s beer. Why is the southern German or Bavarian art of beer-making so popular in Asia in particular, but also among Italians? In German beer culture, there is the perception that beer goes handin-hand with conviviality. Bavarian beers convey this especially well: A relaxed style of life, the celebration of parties – this impression plays as much a role as the easily approachable types of beer. Bavarian wheat beer, with its effervescence, its low level of bitterness and its fruity aroma, is extremely pleasant to drink, even for beginners. To some extent this is also true of Bavarian lager: a 14 He knows them all: the beer expert Conrad Seidl from Vienna. beer that resembles international lager beer in many ways but with much greater aroma and a more pronounced mouth feel. These beers also go perfectly with flavorsome Asian and Mediterranean cuisine and, thanks to their low level of bitterness, even with fish dishes. What trends do you see ahead for beer? The most significant trend in all developed beer markets is the break with mass consumption. In less developed markets like Asia, per capita consumption will increase to the order of 80 to 90 liters per year; in the highly developed markets of Central Europe, consumption will decrease to the amount. That doesn't matter as long as a second trend is able to establish itself: drinking less but better. Breweries have to adapt to the fact that there are new consumer groups that only drink one or two beers every couple of days – but these may well be strong beers with special hopping, with special grains, or beers stored in wooden barrels. And they can cost serious money … paigns only make sense if the coverage achieved can be utilized by a corresponding distribution network in the respective country. Paulaner is, however, a niche provider in the specialty segment in most countries and, therefore, marketing focuses on a different kind of brand management: Online communication via international websites and social media such as Facebook play an important role. The packaging design and the presentation of brands in the gastronomy sector are also key factors in creating the desired brand image. Another important component in international marketing is the sponsoring of the FC Bayern football team. A sponsoring contract concluded in 2012 places increased focus on foreign markets such as China, Italy and the USA. In July 2012, FC Bayern and Paulaner went on a successful promotional tour in China. Enthusiastic fans all over the country demonstrated the enormous interest of the Chinese in Bavarian football and the Bavarian way of life. The first official FC Bayern fan club in the People’s Republic was founded in the Paulaner brewhouse in Guangzhou during an autographsigning session with two FC Bayern players. And social media networks in China registered nearly half a million new fans and followers. The new cooperation agreement between Paulaner and FC Bayern München also opens up further On a promotional tour in China with FC Bayern. What can breweries in this country do to generate a higher level of awareness on the international market? The truth is that Germany – and Bavaria in particular – is a fantastic source of beer. Large breweries in every corner of the world can brew pale lager beer or even wheat beer quite well. But a good Münchner Dunkles, a Doppelbock or an extremely hopped Weiß bier attract international attention and a wealthy clientele. German beer brands must be synonymous with craftsmanship and high quality. Cheers! Chinese Paulaner fans in football fever. opportunities for the successful "Paulaner Cup des Südens". For two years, the football casting call for amateur footballers was held in Germany and Austria – South Tyrol was added in 2012. Those who qualify can play in the Paulaner football team against professionals from FC Bayern. 2013 might even see participation of Chinese players in the international team for the first time. However, in spite of this, or because of this, the Pau laner brand plans to focus on its Bavarian roots – after all, that is the secret of its success. 15 GASTRONOMY I 2012 Between technology and tradition: Bavarian beer-brewing culture you can touch. The first Paulaner brewhouse opened its doors on Kapuzinerplatz in the Bavarian capital in 1989 – in typical Munich tradition, with Paulaner specialties freshly brewed on site and Bavarian and international delicacies. Just three years later, in 1992, the second establishment followed but this time thousands of kilometers further east, in China’s capital Peking. From Bavaria out into the world: the Paulaner brewhouse in Singapore. PAULANER BREWHOUSES: SUCCESSFUL AMBASSADORS MUNICH BREWING CULTURE The "route to market" describes the path that products take to gain access to the consumers in a country. When it comes to the Paulaner Brewery Group's international beer business, one of these paths, and a very successful one, goes via the Paulaner brewhouses. In just 24 years, the brewhouses have successfully established themselves abroad as ambassadors of Bavarian beer-brewing culture and Munich's "beer-crafting" tradition. The combination of bar, pub, restaurant, beer garden and brewery offers a unique gastronomy experience. There are now 23 brewhouses worldwide – with emphasis on Asia. And this number is growing … 16 explains Marcus Korte, export manager at the Paulaner brewery, "a sort of walk-in brand world, where the centuries-old Paulaner spirit can be felt, and where – quite aptly – you can take a mini-vacation in Bavaria." This is ensured by the authentic atmosphere and, of course, by beer that is freshly brewed by a trained Paulaner master brewer in the genuine tradition of the craft and based on old recipes using hops, malt, yeast and water. Not to forget the culinary specialties on offer, ranging from roasted pork shank, sausages, roast meat, and so on, to international cuisine and even food trends – a further sign that tradition and modernity are neatly blended at the Paulaner brewhouse." Professional concept Paulaner Bräuhaus Consult, a wholly-owned subsidiary of the Pau laner brewery, has been managing the Paulaner brewhouses since 1996. Their activities are guided by the principles of professionalism, continuity and the will to expand. There are now 20 brewhouses in Asia alone. Planning and work on numerous others is already well underway, with the opening of 15 new brewhouses planned for 2013 alone. The brewhouse in Singapore enjoys special standing among the ranks of brewhouses. It is the only brewhouse that is not run independently by a restaurateur but rather is owned by the Paulaner brewery itself. It is here, at the heart of numerous international trends, that new concepts, processes and products are being developed and carefully tested before being implemented in other brewhouses. It is the perfect place to test the limitations and potential of existing and future brewhouse projects. Beer-brewing culture you can touch The fixtures, furnishings and ambiance reflect the basic values of Bavarian "gemütlichkeit" or coziness, embodied by solid natural materials and a harmonious blend of traditional and modern accents. The centerpiece and impressive eye-catcher are the copper kettles. They are symbolic of our "beer-crafting" tradition, which is filled with new life every day at the highest possible level. Being able to experience the brewing process live is one of the things that makes a visit to the brewhouse so attractive, especially in countries where craftsmanship is highly valued. The "spirit" of Paulaner What makes the brewhouse concept so popular abroad? "Each brewhouse is an independent microcosm," Brewhouses on the road to expansion The appeal and the success of the brewhouse concept have led to a high demand internationally on the part of foreign licensees. The fact that Paulaner Bräuhaus Consult quickly reviews inquiries and implements current projects with a high level of professionalism is not least due to the experience and knowhow gained over two decades of brewhouse concept management. These are prerequisites for achieving our ambitious goal of opening 15 new brewhouses during the course of the current year. In other words, the plan to combine established beer tradition, the Munich way of life and Paulaner beer in a clear and reproducible concept has proved a success. The aim now is to take this concept and use it to expand further and open up new markets in cooperation with partners around the world. Paulaner wheat beer: at home wherever good beer is appreciated. 17 GASTRONOMY SPECIAL I 2012 its Paulaner h ple: the Big Ap THE FIRST BREWHOUSE IN NEW YORK Rudolf Tauscher is familiar with the city’s complex property market, he is part of the large New York network, and he knows how the authorities operate. He also has the requisite brewing know-how. As a child, he was actively involved in his parent's brewery in Tettnang – his love of beer was, so to speak, instilled in him in the cradle. And with the Paulaner brewhouse, he is returning to those roots. Bohemian style The location of this showpiece is the Bowery – a street and small neighborhood on the Lower East Side. At the beginning of the 20th century, a large number of German immigrants moved there – and to this day, the neighborhood situated between East Village, Canal Street and Chinatown has remained somewhat unconventional. Its German heritage makes it the perfect location for a gastronomy concept that combines Bavarian tradition with cosmopolitanism. A new microbrewery and restaurant are being created there on a total of 18 4,000 square meters, spread over two floors. Execution of this plan involved combining two existing buildings and blending them with modern elements to create a sophisticated industrial-design style. American-style Bavarian cuisine The Bavarian interior, common to all Paulaner brewhouses worldwide, carefully adapts itself to New York taste. Rustic brick walls, oak flooring, Bauhaus lamps and maple tables blend neatly with the highly-polished fittings of the brewing equipment to create a harmonious whole. The food to be served has also been planned down to the last detail. For example, typical Bavarian sausage specialties Successful blend of tradition and modernity. “If I can make it there, I’ll make it anywhere!” – Anyone wanting to convince the USA of the Paulaner brewhouse concept had better start in New York. The first Paulaner brewhouse in the USA is currently being developed in Manhattan. Primary responsibility lies in the hands of a man who not only has extensive knowledge of the metropolis but also of its gastronomy and hotel sectors: Rudolf Tauscher. Born in Germany, he managed the “Mandarin Oriental” for ten years, establishing it as one of New York’s top luxury hotels, before fulfilling his lifelong dream of having his own business with the Paulaner brewhouse. will be complemented by varieties popular in the USA, such as Spanish Chorizo. In addition to typical delicacies, there will also be a variety of international coleslaws and – a novelty for New York – the "currywurst". A Brooklyn bakery will deliver fresh pretzels and whole-grain, dark rye bread. Grand opening in May The grand opening is planned for the end of May 2013. Once the brewing process has started, it will take two to three weeks before the first Pau laner beer brewed in New York can be tapped. But then a lot of glasses will be raised – be it with a "prost" or "cheers". What is it like to launch a project such as this in New York? Insider with German roots: Rudolf Tauscher. Interview The experienced hotelier and restaurateur talks about what might well be his most exciting project. The first Paulaner brewhouse in the USA – a model for success? The prospects are certainly good. German beer and German hospitality – like German cars – are regarded very highly in America. And Paulaner is synonymous with the "craft brewer" quality that has been gaining in popularity here in recent years: away from the mainstream towards small, fine, handcrafted beers. To appeal to a wider target group, we are also catering to American habits when it comes to the details, particularly where the selection of food is concerned. It's not all that easy, you need good contacts. Initially, people here found it hard to understand why we wanted to build a small brewery in the city. There were also some neighborhood concerns about potential noise issues. Great powers of persuasion were needed. But we were able to make it clear that the finished Pau laner brewhouse would be an asset to the area. Did special building requirements have to be observed – how did construction progress? We did in fact have one or the other hurdle to overcome. The building authorities imposed numerous restrictions, mainly related to environmental protection and safety. For example, we had to treat each building as a separate unit and equip them in accordance with the strictest fire prevention regulations. But thanks to our excellent contacts, progress was made comparatively swiftly. Towards the end, hurricane Sandy was responsible for a slight hold-up since companies had hardly any available capacity due to the large amount of repair work that needed doing. Could you imagine more Paulaner brewhouses in New York and the USA in general, or is there not likely to be enough potential? Without wanting to anticipate the future: If this concept is as well received as we think and hope it will be, then I could envisage at least one or two more brewhouses here in the city alone, and perhaps also a few smaller locations where no beer is brewed on site. I see the USA as offering plenty of potential; 30 to 40 brewhouses are entirely conceivable. But for the time being, I’m curious as to what New Yorkers will have to say. 19 FOCAL POINT I 2012 Import champion Italy – a nation of wine drinkers loves beer gastronomy g n i r o b h g i e N Kapuziner pubs in northern Italy Italy is one of the most important beer markets for Brau Holding International. Of the one million hectoliters of beer exported in 2012, more than 300,000 hectoliters went directly to the Germans' favorite holiday destination. Traditionally, (northern) Italy is the Kulmbacher Group's key foreign market – although marginally outperformed by China in 2012. And Paulaner recorded a 15 percent growth in volume in 2012 in Italy. Something has been brewing in neighboring Italy: A whole generation of young beer brewers, the socalled "birrifici artigianali", has been primed to reinvent the beer culture in Italy. Their different types of beer, which they handcraft in small quantities, make for a completely new beer experience – fine, creative and very Italian. Their unique taste is often achieved by adding grains, fruits or herbs during the brewing process. "Craft brewing" is booming. From a marketing point of view, Italy has now attained the status of a "mature specialty market" – making it particularly attractive for BHI brands. Wine or beer? Both please! How is it possible that a country firmly anchored in our minds as a nation of wine drinkers, and statistically the second largest wine producer worldwide, has developed such a love of Wheat beer, dirndls and pretzels are also popular in Italy. *Source: The Brewers of Europe. 20 Like the Paulaner brewhouses in Asia, the Kapuziner pubs in Italy are also a showcase for good taste and authentic Bavarian beer culture. They owe their existence to the Kulmbacher brewery's longstanding collaboration with Italian restaurateurs and beverage wholesalers. For over four decades, the brewery group has been exporting its specialties to this neighboring country. This close relationship gave birth to a particularly attractive form of themed gastronomy that blends authentic Bavarian beer specialties and cuisine with a true-to-life ambiance and the heartfelt communication of the southern German tradition of enjoyment, pleasure and joie de vivre. beer? It's quite simple: Even though beer is gaining in popularity, particularly among 30 to 40-year-old consumers, it has by no means supplanted wine. On the contrary, it is regarded more as a welcome change and addition. In Italy, what people drink depends largely on what they are eating. While meat, fish and cheese are generally accompanied by a good wine, many Italians now enjoy a cool lager or a fresh wheat beer with their pizza and pasta or any time in between. Considerable scope for specialties That this trend toward handcrafted beer will also benefit German beer brewers becomes clear when you consider the sterling reputation that German beer specialties enjoy in Italy. The German-Italian Chamber of Commerce confirmed in its target group analysis, "The Italian Beverage Market" (2010), that German brands were the most successful among imported beers. In fact, Italian products are often given German names to boost their sales. The segment for specialty beers in Italy is also expected to see significant growth. With a per capita beer consumption of 30 liters in 2011*, Italy offers plenty of potential. approach: Today, 15 stylishly appointed Kapu ziner pubs exist, predominantly in northern Italy. They are very popular – another reason why the gastronomy sector accounts for the lion’s share of sales in what is traditionally the Kulmbacher brewery’s key export market. The sustained success of the Kapuziner pubs is due not least to their high standard of quality and ongoing cooperation between the brewery and its partners. Can this concept be expanded into other countries? Thomas Wölfel, export manager: "We are currently concentrating on expanding the number of Kapuziner pubs in Italy." However, "bearing in mind their great success, nothing can be ruled out." An excellent relationship: Auerbräu and South Tyrol The international beer business is not always just about dry facts and figures. To achieve lasting success, personal relationships with customers have to be maintained, whether they are importers or direct customers. One example of the extent to which strong emotional ties can give wings to business is Auerbräu. The Rosenheim brewery has been exporting its specialties to neighboring Austria and over the Brenner Pass to South Tyrol since the 1980s. Places where a similar mentality and language can be found – and a great love of Bavarian beer and Bavarian traditions. Auerbräu therefore invites its customers – re staurateurs, retailers, associations – to visit its production facilities in Rosenheim several times a year. First of all, the guests are given an idea of the brewing technology involved. Over the past few years, the company has made regular investments in stateof-the-art equipment to ensure that it can maintain its high standard of quality. The guests then taste the various types of beer varieties while enjoying a hearty "Brotzeit" or snack. "This allows our customers to experience our brewing tradition firsthand," explains Managing Director Ferdinand Steinacher. "They can ask questions and are taken seriously – that benefits both sides." The success speaks for itself: In 2012, more than 800 customers from Italy visited the brewery. And when Rosenheim extends an invitation to its annual Autumn Festival, these neighbors do not have to be asked twice – which also has a very positive impact on sales. In 2012, 15,500 hectoliters of beer flowed from Rosenheim to Italy. And Steinacher sees great additional potential. Thanks to the wide range of products, people of all ages can discover their "own" personal favorite Auerbräu beer. "111 Zwickl", created in 2000 as the brewery's anniversary beer, has become a must-have trendy drink among the younger generation, for example. Related gastronomy-specific activities such as the “111 crown cap" promotion provide an additional boost to business. The trick being, in this case, that if you find a 111 printed inside the crown cap, you get a free Zwickl from the proprietor. And there’s always room for one more … 21 FUTURE MARKET I 2012 When German beer brewers talk about the Asian market, they are primarily thinking of China – despite the fact that the entire continent offers attractive growth rates. There is however a reason for this concentration on China: It is by far the largest and, with its mass appeal, most attractive market in Asia and, in the mean time, the world. In 2012, the volume of BHI beer sold in China rose by 35.5 percent compared with the previous year – the growth rate in the entire Asia-Pacific region (without China) was in the same order of magnitude, namely 35.3 percent. These figures clearly reflect the enormous potential inherent to this part of the world. The current situation is good: The excellent reputation enjoyed by the Bavarian beer tradition, the appeal of Munich's Oktoberfest and the German-European cultural heritage are all factors that can and should be leveraged. Not to forget the very special flavor profile of Bavarian beer specialties: fresh and fruity wheat beer could not be better suited to Asia, and Munich light lager, with its well-rounded flavor, also goes down well here. In addition, consumers appreciate a wide variety of products – which is ideal for Bavarian exporters, who have a whole range of different beer specialties in their portfolio, from Oktoberfest beer to dark beer to Salvator beer, to name just a few. GROWTH MARKET ASIA: GREAT THIRST FOR SOUTHERN GERMAN BEER 22 A discerning import country 1.3 billion Chinese consumers: this figure makes it easy to overlook the fact that the market can also be tricky for Europeans. Dr. Martin Bém, with his company Ponte & Partners, is the exclusive agent for the AsiaPacific region and exclusive importer for Singapore. In his opinion, exporting companies need to take a more differentiated and careful approach to the Asian markets. It begins with communication: It is important to adapt to the mentality and language of the partner. Differing priorities can also influence how business is conducted. While, for example, Japanese customers consider a ripped label a reason for complaint, Chinese importers find it difficult to grasp German working hours and accept how this impacts on the terms of delivery. In cases such as these, respectful communication is the name of the game. "In Asian markets, the importance of the local network and distribution should never be underestimated and the importance of one's own brand never overestimated," explains Dr. Martin Bém. You have to take this on board if you want to operate successfully. Enjoying beer Chinese style Even consumers in Asia are not always predictable. Wealthy Chinese consumers follow their own principles of consumption. Luckily, premium beer from Bavaria very much suits their taste. The Chinese target group for German beer specialties – measured in terms of the total population – is relatively small and spread across the entire country, requiring maximum distribution performance. Consumers are usually young, economically independent, wealthy city dwellers from the middle and upper classes, who enjoy being sociable. They value not only the quality and tradition of Bavarian beer but also the price of German beer. Its positioning in the high-priced premium segment is therefore the key to the Chinese market – it turns a coveted product into a luxury good and status symbol. Public enjoyment, for example in a restaurant or a Paulaner brewhouse, contributes significantly to the prestige of the buyer, which is why gastronomy concepts are particularly effective in Asia. Diversity of the markets Other Asian countries besides China are also of great interest when it comes to exporting beer. They can be broken down into markets with high potential like South Korea, rapidly growing markets like Vietnam, "occasional" markets such as Indochina, Indonesia and the Philippines, as well as markets with particularly wealthy consumers, such as Singapore, Hong Kong and Japan. In Malaysia and Thailand, Paulaner has already established itself as the market leader among imported beers. In principle, the market for imported beer is growing in all these countries but so is competitive pressure. That is why it is particularly important to have local partners, who – according to Dr. Martin Bém – "serve as an interface between the different mentalities and, at the same time, convey and 'translate' the brand positioning and history of Bavarian beer." Group photo with monk: sophisticated fan club culture in China. 23 Logistics SPECIAL I 2012 FROM KULMBACH TO SHANGHAI Excursus: Thrilled with Paulaner: Qishuang Zhu (left) and Ranran Guo (right). In the rapidly growing Chinese market, out-of-the-ordinary measures are sometimes needed to steer business in the right direction over the long term. One such measure is a trainee program that was launched by Paulaner – for two particularly committed young Chinese entrepreneurs and one important goal: establishing a subsidiary in China. Ranran Guo and Qishuang Zhu, who started the trainee program in autumn 2012, will get to know Pau laner from the bottom up during the 24 months of their training. They will not only be made privy to the secrets of the art of brewing Pau laner beer, but they will also get to know the spirit behind the brand at its place of origin. This will allow them to develop an emotional bond with the brand that could prove very important to business later on. Both trainees see their personal future in the fast growing German-Chinese economic relations. “I would like to 24 Export promotion with a personal touch: two Chinese trainees at Paulaner gain my initial work experience in Germany”, says Zhu, who first studied German and then business administration and has been living in Germany since 2008. In the medium term, however, she sees her future back in China. As a beer lover, she is looking forward to "promoting one of Germany’s most traditional beer brands on the largest beer market in the world". Ranran Guo, who trained as a lawyer and has a BA in business administration and economics, also already identifies strongly with Paulaner. Like his colleague, he has also been living in Germany for several years and he learned to appreciate Bavarian beer early on. He sees himself as a "beer ambassador", who will bring "authentic Bavarian beer culture" to his home country "with the framework of Paulaner China". Paulaner's trainee concept is a classic win-win situation: While the future "Paulaner China" representatives gain knowhow, contacts and a deep under- standing of the brand's Bavarian roots and can use these to develop suitable strategies for the Chinese market, Paulaner profits from credible representation of the brand. Both sides see potential enough for the Munich specialties. "In China, Germany is no longer synonymous with just cars and football but also with beer and roasted pork shank," says Qishuang Zhu. Two things have already made a great impression on Zhu and Guo, as they themselves admit: On the one hand, the perfectionism and customer-orientation with which beer is brewed, filled, marketed and sold at Paulaner. And on the other, warm personal relationships that make not just the trainee program so successful but also GermanChinese business dealings. Logistical challenges and their solution When Chinese beer lovers treat themselves to the luxury of Bavarian beer, it is perhaps also the hint of the "exotic" inherent to products from afar that they enjoy. Almost 9,000 kilometers, as the crow flies, lie between Kulmbach and Shanghai, for example. The fact that bottles, barrels and cans from Upper Franconia can reach beer lovers undamaged and with no deterioration of their contents can be attributed to a modern, intelligent logistics system. It not only responds flexibly to customer-specific demands but also implements numerous measures to provide quality-preserving "travel comfort". Quality that matters It can take anything up to ten weeks for the beer specialties from Bavaria to reach their final destinations. The ongoing optimization of brewing processes is the reason why there is no need for additives – even when the beer will be traveling long distances. The Kulmbacher brewery also makes sure that the beer destined for faraway places is not bottled until just before it sets off on its long journey. It is primarily the 5-liter cans – a packaging unit that is particularly popular in China – that are shipped directly from Kulmbach in Upper Franconia. These cans are easy to load and can be shipped relatively cheaply due to their light weight. However, only robust, high-quality cans are used since product integrity is of the utmost importance. Loading with kid gloves The containers are primarily loaded by hand to ensure optimum utilization of the available shipping space and to guarantee the perfect condition of the transported goods. The loads are carefully secured to absorb impact and protect against any type of damage during transport. Maintaining a constant temperature range is also important for preserving quality. Regular temperature checks provide information as to whether deviations from this range occurred during transit. Keeping the loads below the water line provides protection against excessive heat. Should it be necessary, the brewery can also make use of temperature-controlled containers. So far, however, complaints remain the exception. "The number of complaints is extremely low," says Kulmbacher's logistics manager, Christian Scheele. "Just in time" logistics Rising export figures bring logistical challenges. "There is a world of difference between 2005, when the first container was sent to China, and today," explains Scheele. "We now load about 360 containers per year." This will not be possible for much longer without increasing loading capacity through optimized loading technology. Generally speaking, a high level of logistics flexibility is needed since more order sizes are involved today than in the past – in particular individual and to some extent smaller order sizes. Just-in-time deliveries, both near and far, guarantee maximum beer quality and shelf life. The logistics manager explains that, in order to meet the different needs of the markets and their legal regulations, it is also very important to stay informed. There is no doubt, however, that it is well worth the effort. 25 CHANGING CONSUMPTION I 2012 whole remained almost unchanged, standing at +0.2 percent in 2011 compared with the previous year. The high rates of growth in production and consumption are, however, taking place elsewhere. Average per capita consumption of beer (in liters) in selected European countries 2011 Czech Republic 154 Austria 108 Germany 107 Poland 95 Great Britain 72 Spain 48 France 30 Italy 30 Forecast and reality: What direction is worldwide beer consumption heading? Like everything in the world, the production and consumption of beer is also subject to a variety of influences and interrelated forces. General economic conditions, global events, social trends and demographic developments all have an impact on lifestyles and dietary patterns. Monocausal explanatory models therefore fall short when it comes to understanding the beer market. increase in countries where domestic production is declining or stagnating if, at the same time, the import of foreign beer is increasing accordingly. striving for Western-style prosperity – beer consumption will most likely reflect this fact in the next few years. According to forecasts in the Plato Logic World Beer Report, the beer market in Central and South America will increase by about Buying power and consumer 3.3 percent annually up until Per capita consumption of beer (in liters) in selected behavior 2015. Many African and Arab non-European countries 2011 For example in China. Of all the countries have an even higher Asian markets, it is the Chinese level of pent-up demand: By market with its 1.3 billion con2015, their share of growth on sumers that offers the greatthe worldwide beer market could Russia 75 Brazil 62 est potential for growth. And rise significantly, with an annual indeed domestic beer producincrease of almost 5 percent. tion in the People's RepubHowever, to which heights beer lic increased from 220 million consumption can rise, whether India 2 hectoliters in the year 2000 to and when it will once again fall, China 36 just under 490 million hectoliand what impact this will have ters in 2011. The reason for this on beer imports depends on a development is that in China, number of factors. These inas in many Asian countries, clude not only general economic USA 75 a wealthy middle class has conditions but also the politiemerged for whom beer concal framework. And last but not sumption has become a status least, the success of the various symbol. Generally speaking, ecoForecasts and their limitations export brands depends on the respecnomically ascending countries norCountries in which increasing prostive target group. The development of mally exhibit strong consumerist beperity allows (beer) consumption premium brands, which target niche havior that also extends to products to rise are particularly interestsegments, is for example often indefrom the luxury segment. Incidening when it comes to exports. These pendent of the market. Conclusion: In tally, beer production figures alone countries offer importers the opporthe future, beer manufacturers must do not always reflect such developtunity to occupy their respective segcontinue to look carefully if they want ments. This means that consumption ment early on. Numerous countries to identify and profit from marketmay well remain unchanged or even in Central and South America are also specific potential for their brands. Expected growth in the beer market worldwide in millions of hectoliters from 2010 to 2015 (by volume) (Source: Plato Logic World Beer Report) Inner circle: 2010 Outer circle: 2015 292.7 (– 0.2 %) Western Europe 293.2 At least one thing is clear: Beer consumption is apparently relatively crisis proof and tends to be independent of economic developments. Neither during the oil crises of 1973 and 1979/80 nor in the context of the much-cited European sovereign debt, or eurozone, crisis were notable declines in beer production registered in the countries affected. The 26 Barth Report, which has been documenting changes on the hop and beer markets for many years, attests to more or less stable development in Spain, Greece and Italy between the years 2009 and 2011, for example. While overall beer production in the European Union increased slightly, namely by 1.3 percent, the increase in production for Europe as a Eastern Europe 124.3 (+ 19.6 %) Africa, Near and Middle East 103.9 281.2 (+ 0.9 %) 256.8 667.9 789.3 (+ 18.2 %) Asia/Pacific 275.1 283.9 (+ 3.2 %) 294.4 North America 336.9 (+ 14.4 %) South and Central America including Mexico 27 Financial Information Published by Schörghuber Corporate Group Denninger Straße 165 • D-81925 München Phone +49 89 9238-03 • Fax +49 89 9238-603 [email protected] • www.sug-munich.com Brau Holding International GmbH & Co. KGaA Denninger Straße 165 • D-81925 München Phone +49 89 9238-08 • Fax +49 89 9238-429 [email protected] • www.brauholdinginternational.de 27 Group Management Report | 2012 Group Management Report 2012 Schörghuber Stiftung & Co. Holding KG, Munich 1 Overview of the company 1.1 Organization 2 Summary of the business year Schörghuber Stiftung & Co. Holding KG is the main holding company of the Schörghuber Corporate Group. In its capacity as a strategic financial holding company, it manages the group’s four business divisions: Construction & Real Estate, Beverages, Hotels and Seafood. The former Aircraft Leasing division is disclosed on the balance sheet as a discontinued operation in accordance with IFRS 5. Although the organizational structure of Schörghuber Stiftung & Co. Holding KG corresponds largely to that of a joint stock corporation, it does include elements of Swiss company law. The company has a foundation board comprising at least six members; its rights and obligations are comparable with those of the supervisory board of a joint stock corporation. The foundation board is chaired by Alexandra Schörghuber, the representative of the owning family. The company’s executive board comprises at least two members. It currently has five members. The members of the executive board are Dr. Klaus N. Naeve (chairman), Dr. Jürgen Büllesbach, CEO of Bayerische Hausbau GmbH & Co. KG, Roland Tobias, CEO of Brau Holding International GmbH & Co. KGaA, Christoph Michl (since September 2012), managing director of Schörghuber Corporate Finance GmbH, and Alexandra Schörghuber. 2.1 Macroeconomic trends 1.2 Corporate structure Bayerische Hausbau GmbH & Co. KG, the holding company of the Construction & Real Estate division, is structured as an operationally active parent company. The company is directly responsible for project development business. Bayerische Hausbau Projektentwicklung GmbH, formerly in charge of project development, will now merely wind up the projects already launched. The whole property management operation, as well as the management of condo miniums, is bundled under the roof of Bayerische Hausbau Immobilien Management GmbH. Bayerische Hausbau Immobilien GmbH & Co. KG is responsible for managing the lion’s share of the real estate property portfolio. In addition, a number of property companies take care of the management of properties under development and existing real-estate. The prefabricated homes segment is operated by Hanse Haus GmbH. Bayerische Hausbau GmbH & Co. KG is fully consolidated. 28 As a holding company, Brau Holding International GmbH & Co. KGaA manages the Beverages division. The holding comprises the subgroups Paulaner Brauerei GmbH & Co. KG (50 % stake; the other 50 % being owned by Paulaner Brau Beteiligungs GmbH, a wholly-owned subsidiary of Schörghuber Stiftung & Co. Holding KG), Kulmbacher Brauerei AG (a listed company, 63 % stake), and what is known as the Südwest Group comprising Fürstlich Fürstenbergische Brauerei GmbH & Co. KG and Privatbrauerei Hoepfner GmbH (each 100 %). As before, Brau Holding International GmbH & Co. KGaA, which is run as a joint venture with our partner Heineken International B.V., is consolidated at equity. In the Hotels division, German hotel operations are bundled under the roof of Arabella Hospitality SE. As the company is wholly owned by Schörghuber Stiftung & Co. Holding KG, it is fully consolidated. As of 1 July 2011, the Seafood division was incorporated in the Schörghuber Corporate Group and its figures consolidated in those of the Inversiones Stefal SpA financial holding, Chile (Stefal). This subgroup is involved mainly in the production and processing of Atlantic and Pacific salmon, as well as salmon trout. The operations side of this business is run by Productos del Mar Ventisqueros S.A. (Ventisqueros). Schörghuber Corporate Finance GmbH operates as an in-house bank handling group financing and payments. The wholly-owned subsidiary, Bavaria International Aircraft Leasing GmbH & Co. KG, is assigned to the financial department and has been disclosed as a discontinued operation since the 2011 business year. The world economy slowed further during the year under review, the crisis in the eurozone being a major contributing factor in the weak global dynamics. The emerging economies of Asia and Latin America did, however, begin to show signs of growth, the economies of China and Brazil, in particular, recovering markedly by the end of the year. The US economy too continued along the road to recovery: the real estate market appears gradually to be achieving some stability, while the current high levels of unemployment are now falling steadily. That said, ongoing uncertainty concerning the pending measures to reduce sovereign debt is a burden on the markets. Even if intervention on the part of the European Central Bank has brought a degree of stability to the eurozone – and this has certainly had a beneficial effect on interest rates in the southern eurozone countries, it is still too early to say that the crisis is over. The situation in Greece remains difficult. There and in the other crisis-stricken southern eurozone countries too, massive resistance to the austerity measures has emerged. Above all, foreign trade has provided a positive catalyst. While imports have stagnated due to weak domestic demand, exports in most of the major eurozone economies have proved a positive growth driver on the back of burgeoning demand from the emerging nations. Economic growth in Germany was much stronger than in the rest of the eurozone. The specialized product range offered by highly competitive German exporters coupled with dynamic growth in the emerging countries led to increasing demand for German goods. Due to the weakness of the eurozone, however, growth in sales markets was lower than the rise in world trade volume. According to the German government, exports of goods and services grew by 4.1 % in real terms in 2012. After a 3.0 % rise in the previous year, Germany managed to increase its GDP by 0.7 % (adjusted for inflation) in 2012 despite the difficult operating environment, and was once again a key economic driver in Europe. On the whole, the eurozone posted growth of – 0.4 %, the USA growth of + 2.3 %. Unlike in previous years, Germany’s economic growth was based not solely on exports, but increasingly on domestic demand as well. The main reason for this is the robust employment market. Germany’s unemployment figure was just 29 Group Management Report | 2012 6.8 % compared with an average rate of 11.3 % for the eurozone as a whole and 8.1 % in the USA. Although the rise in the number of people in work has come to a standstill since the late summer of 2012 and unemployment has risen slightly, redundancies were largely avoided through the introduction of shorter working hours and reductions in overtime. The average core inflation rate for the year was just 1.3 %. The European Central Bank remained true to its policy of low interest rates. This did, however, enable German companies, in particular, to obtain refinancing at record-low borrowing rates on the capital markets. 2.2 Business divisions 2.2.1 Construction & Real Estate 2.2.1.1 Organization and structure The Construction & Real Estate division is consolidated in the Bayerische Hausbau GmbH & Co. KG subgroup. It comprises the following areas of business: project development, which is managed directly by Bayerische Hausbau GmbH & Co. KG, real estate with the principal company Bayerische Hausbau Immobilien GmbH & Co. KG, property management, which is bundled under the roof of Bayerische Hausbau Immobilien Management GmbH, and prefabricated homes with Hanse Haus GmbH. 2.2.1.2 Industry trends After a slight fall in the first half of the year, the economic index for the real estate industry regained some ground towards the end of the second six months, in particular. According to market surveys, this positive appraisal was based on an apparent alleviation of the sovereign debt crisis in the eurozone at the turn of the year. Market analyses conducted by several renowned consulting firms suggest that the German real estate industry will develop on a stable footing in the coming year. For this reason, high transaction volumes are on the cards once again for 2013. In addition to the enduring historically low interest rates, the main driver of this trend is the ongoing flight into tangible assets and property. The main focus of investors is commercial retail and residential property in Berlin and the principal cities in western Germany. The volume of transactions in the German commercial real estate market in 2012 was EUR 25.6 billion (previous year: EUR 23.5 billion), with foreign buyers constituting around 40 % of the total. At the same time, the vacancy rate in the major German markets for office space fell significantly. For this reason, leasing and vacancy rates are, for the most part, expected to remain stable in 2013. The private-sector housing market, too, maintained stable levels of growth in 2012. Although rents and purchase prices increased again over the previous year, especially in Germany’s major cities, they actually remain at a moderate level by international comparison. Sales of prefabricated homes amounted to around EUR 1.8 billion in 2012, compared to EUR 1.5 billion the year before. The proportion of single- and two-family residences in the overall construction volume increased slightly to around 15.5 %. All told, the industry is expecting developments to remain on a positive footing in the future. 30 2.2.1.3 Development of business 2.2.1.3.1 Real estate The investment volume in real estate totaled EUR 221.1 million in the year under review (previous year: EUR 44.1 million). The main investment was the acquisition of the property at Kardinal-Faulhaber-Strasse 1. Project development activities for the major Bikini Berlin and Joseph Pschorr Haus projects generated costs of EUR 48.1 million and EUR 34.4 million respectively. In addition, EUR 12.8 million (previous year: EUR 13.4 million) was spent on ongoing maintenance and costs in connection with tenancy changes. In 2012, the rental volume for office, retail and hospitality space amounted to 28,300 m² (previous year: 70,000 m²) for new tenancies and around 25,700 m² (previous year: 25,000 m²) for renewals. In the case of new tenancies, Munich accounted for 41 % of the total, Berlin for 26 %. The Waldschlösschen project, where a former cinema complex has been leased out as rehearsal space to Dresden’s Philharmonic Orchestra, constituted a further 5,800 m² or 20 % of the total. Not including property under development, the total vacancy rate of our real estate portfolio amounts to 6.1 %. The sale of existing property in the context of portfolio management generated revenues of around EUR 10 million (previous year: EUR 36 million). Last year, Bayerische Hausbau Immobilien Management GmbH, which manages both its own and third-party property, as well as condominiums, successfully completed a certification process leading to the award of TÜV-approved property manager. 2.2.1.3.2 Existing real-estate projects Structural work on the Bikini Berlin project is now largely completed, as is work on the facade of the hotel complex. Work has now also commenced on the technical infrastructure of the buildings across the whole site. Further leasing contracts were concluded by the end of 2012. Construction of the already fully leased Joseph Pschorr Haus commercial property in Munich is on schedule, with transfer of the units to the commercial tenants set to begin on time in April 2013. The shopping facilities are due to open in autumn 2013. Planning approval having been obtained, work commenced at the start of 2013 on demolishing the existing building on Bayerstrasse in Munich in order to provide space for the construction of a modern hotel with 184 rooms. The leaseholders are Arabella Hospitality SE who will manage the hotel under the Aloft brand on the basis of a management agreement with Starwood Hotels & Resorts Worldwide, Inc. The famous Donisl restaurant on Munich’s Marienplatz closed its doors at the end of 2012. Essentially, the building will be fully refurbished while retaining the listed facade. The restaurant is due to reopen in 2015. 2.2.1.3.3 Project development Despite increasing prices, high demand for apartments in the central areas of Munich continues unabated. At EUR 91.4 million, the volume of notarized transactions was just under the figure for the previous year (EUR 96.5 million). A total of 194 units (previous year: 211 units) were sold. The booking volume also decreased slightly due to the drop in supply. Of the 374 apartments in the WelfenHöfe project in Munich, all but two have now been sold. Virtually all the apartments in the apartment complex were transferred to the new owners in 2012. Structural work on the two Munich projects Am Luitpoldpark and FürstenBerg is all but completed. Of the 141 apartments in total, 120 have already been sold. Transfer of the two projects is due to take place in 2013. 31 Group Management Report | 2012 Of the 141 apartments in the Parkside Lokstedt joint-venture project in Hamburg, all but three have now been notar ized. Here too, the apartments in the complex will be transferred to their owners in 2013. Several plots of land or sites with space for over 900 residential units and commercial space are currently being developed. This does not include the project to develop a residential site on Munich’s Nockherberg on the site of the Paulaner brewery which is due to commence in 2017/18 once the brewery has relocated. 1,500 apartments are set to be built on the site, with a further 14,000 m² available for other purposes. 2.2.1.3.4 Construction of prefabricated homes Despite the ongoing difficult market environment, 2012 saw sales of prefabricated homes rise by 15 % to EUR 77.4 million (previous year: EUR 67.3 million). A total of 314 homes (previous year: 287) were supplied to new owners. With new orders of EUR 93.0 million in total, the orders on hand at the end of 2012 stood at EUR 90.8 million (previous year: EUR 89.0 million) or 398 new homes (previous year: 394 homes). 2.2.1.4 Earnings, assets, and financial position The Construction & Real Estate division generated total revenues of EUR 388.8 million (previous year: EUR 263.1 million). Of this amount, real estate accounted for EUR 132.9 million, while the sale of developer properties accounted for EUR 178.5 million and prefabricated homes for EUR 77.4 million. Gross profit on sales amounted to EUR 145.9 million. At EUR 35.2 million, the balance of other operating income and expenses was positive in the reporting year. This includes an amount of EUR 34.7 million (previous year: EUR 109.1 million) attributable to unrealized changes in the fair value of investment property. All told, the Construction & Real Estate subgroup (Bayerische Hausbau GmbH & Co. KG) posted consolidated earnings of EUR 83.6 million (previous year: EUR 103.3 million) after tax. The cash flow from business operations in 2012 amounted to EUR 44.4 million after EUR – 6.7 million in the previous year. The subgroup EBIT is calculated as the operating income plus the earnings of companies valued at equity. Adjusted for the effects of fair-value measurement of EUR 34.7 million in total (previous year: EUR 109.1 million), the subgroup’s EBIT amounted to EUR 153.9 million (previous year: EUR 174.8 million). The subgroup’s EBITDA stood at EUR 122.3 million (previous year: EUR 69.0 million). Total assets on the balance sheet increased to EUR 2,661.5 million (+ 9.7 %). Non-current assets accounted for 90.2 % of the total assets. By and large, this is property held for investment purposes. The equity ratio of the Construction & Real Estate division is 41.8 %. 2.2.1.5 Forecast We predict stable growth for real estate business. No major sales are planned. As the property is now fully rented out, income from the major THE m.pire project will increase significantly in 2013 and lead to a corresponding rise in the operating income of this division. On the basis of current forecasts for economic growth, in particular with regard to our core operating region of Bavaria, we are predicting stable market growth (fair-value measurement) for our business portfolio in 2013. Due to cyclical trends and since individual sales cannot be calculated using the “percentage of completion” (PoC) method, revenues from project development are set to be lower in 2013 than in the previous year. We are again expecting a positive result in the area of prefabricated homes. All told, we expect the Construction & Real Estate division to deliver a result for the period at least at the previous year’s level. 32 Due to the cyclical nature of project development business, we expect to post a slight fall in sales in 2013 compared with the year before. We are looking at revenues of between EUR 340 million and EUR 360 million. 2.2.2 Beverages 2.2.2.1 Organization and structure In terms of company law, the Beverages division is consolidated in Brau Holding International GmbH & Co. KGaA. 50.1 % of the shares in this company are held by Schörghuber Stiftung & Co. Holding KG and 49.9 % by Heineken International B.V. as part of a joint venture. Furthermore, Schörghuber Stiftung & Co. Holding KG indirectly holds the other 50 % of Brau Holding International GmbH & Co. KGaA’s 50 % stake in Paulaner Brauerei GmbH & Co. KG. Notwithstanding this majority holding, all key management decisions affecting the Beverages division are taken in consultation with our joint-venture partner Heineken International B.V. For this reason, Brau Holding International GmbH & Co. KGaA is carried at equity in the consolidated accounts of Schörghuber Stiftung & Co. Holding KG. With its shareholdings in Paulaner Brauerei GmbH & Co. KG, Kulmbacher Brauerei AG, Fürstlich Fürstenbergische Brauerei GmbH & Co. KG and Privatbrauerei Hoepfner GmbH (Südwest Group), Brau Holding International GmbH & Co. KGaA’s locations are centered on the federal German states of Bavaria, Baden-Württemberg, Hesse and Saxony. 2.2.2.2 Industry trends At around 81 million hL, total beer sales in Germany in 2012 were 2.1 % down on the previous year, this despite major summer events such as the European Soccer Championships and the Olympic Games. At 15.3 million hL, however, total beer exports were virtually the same as in the previous year. The slump in sales in EU countries was offset by an increase in exports to third countries. The alcohol-free beer segment, in particular, provided the German brewing industry with growth impetus in the year under review. Sales of alcohol-free beer in Germany rose significantly – albeit from a relatively low level, increasingly becoming a key success factor in the product portfolios of German brewers. The decline in gastronomy-based business in favor of home consumption, increasingly intense price and cutthroat competition in the domestic market and, in contrast to this, the trend towards regional markets and specialties were a growing challenge for the brewing industry. 2.2.2.3 Development of business All told, Brau Holding International GmbH & Co. KGaA with its Paulaner, Kulmbacher, Fürstenberg and Hoepfner brewery groups can look back on 2012 with a degree of satisfaction. Running counter to the market trend, domestic sales of beer increased by 0.4 % to 4.437 million hL. This development was especially gratifying in light of the Paulaner Brewery Group’s price increases at the end of 2011. The positive trend received added impetus from, among other things, a focus on growth segments in the market (e.g. alcohol-free beers) and the marketing of innovative products (e.g. Paulaner Weißbier Zitrone Alkoholfrei and Mönchshof Natur Radler). The market share of our group in southern Germany (Bavaria, Baden-Württemberg, Hesse and Saxony) increased by 0.4 % to 12.5 %. In international terms, Brau Holding International GmbH & Co. KGaA succeeded for the first time in passing the one million hL mark in beer exports with a 9.7 % increase in sales, the high-priced premium beer segment being the main focus of attention. Sales of home-manufactured beer totaled 5.449 million hL (previous year: 5.343 million hL) in the year under review. Of this total, the Paulaner Brewery Group accounted for 2.954 million hL (previous year: 2.852 million hL) 33 Group Management Report | 2012 while Kulmbacher accounted for 1.889 million hL (previous year: 1.874 million hL). Sales revenues of BHI including home-manufactured alcohol-free beverages amounted to 6.237 million hL (previous year: 6.133 million hL). Of this total, Paulaner Brauerei GmbH & Co. KG accounted for 3.099 million hL (previous year: 2.987 million hL), while Kulmbacher Brauerei AG accounted for 2.530 million hL (previous year: 2.527 million hL) and Südwest Group for 617,000 hL (previous year: 630,000 hL). In the 2012 business year, 23 breweries worldwide were operating under the Paulaner brand name. Plans exist to drive this expansion by establishing additional Paulaner brewhouses on foreign soil in the coming years. Approved by shareholders at the end of 2011, plans to redevelop the major Paulaner brewery complex on the outskirts of Munich are progressing on schedule. Preparatory construction measures involving an initial investment of some EUR 300 million have already commenced at the Munich-Langwied site. 2.2.2.4 Earnings, assets, and financial position 34 2.2.3 Hotels 2.2.3.1 Organization and structure Arabella Hospitality SE is the central holding company of the Hotels division. It maintains all the group’s German hotels, determines its strategic focus, and controls cash flows. It is also indirectly the sole shareholder of Arabella Hoteles e Inversiones de España S.A., Spain, and the sole shareholder of Arabella Hotelbetriebe AG, Switzerland. On 17 August 2011, Arabella Hospitality SE and Schörghuber Stiftung & Co. Holding KG signed a five-year profit and loss transfer agreement with retroactive effect from 1 January 2011. With effect from 1 July 2011, the joint venture agreement with Starwood Hotels & Resorts Worldwide, Inc. was dissolved and replaced by separate management contracts for the hotels leased and owned by the company. With that, Starwood Hotels & Resorts Worldwide, Inc. became directly responsible for the management of all hotel operations with the exception of the Arabella Alpenhotel am Spitzingsee and the Arabella Brauneck Hotel, both of which report directly to the management of Arabella Hospitality SE. The erstwhile joint venture company ArabellaSheraton Hotelmanagement GmbH was renamed ASH Hotels & Resorts GmbH and is now in liquidation Brau Holding International GmbH & Co. KGaA succeeded in increasing revenues in the 2012 business year by 2.2 % from EUR 588.4 million to EUR 601.5 million. Of this total (all figures before consolidation), the Paulaner Brewery Group accounted for EUR 300.7 million (previous year: EUR 279.6 million), while the Kulmbacher Group accounted for EUR 212.7 million (previous year: EUR 212.0 million) and the Südwest Group for EUR 92.7 million (previous year: EUR 101.8 million). Adjusted for special effects arising from extraordinary write-downs, consolidated EBIT amounted to EUR 35.5 million (previous year: EUR 37.2 million). After adjustment, consolidated EBITDA amounted to EUR 79.5 million (previous year: EUR 80.1 million). Brau Holding International GmbH & Co. KGaA generated a consolidated result before minority interests of EUR 20.6 million (previous year: EUR 13.4 million), while cash flow from operating activities amounted to EUR 78.9 million (previous year: EUR 77.0 million) and cash flow from investments was EUR –42.0 million (previous year: –33.0 million). At EUR 36.9 million, free cash flow was below the previous year’s level (EUR 44.5 million). Total balance sheet assets rose slightly by EUR 4.0 million to EUR 595.0 million in the year under review. Non-current assets accounted for 64.7 % of total assets (previous year: 65.4 %), while the consolidated equity ratio was 38.3 % (previous year: 36.6 %). Revenue and earnings for the German hotel industry maintained an upwards path in 2012 – albeit at a relatively low level by international comparison. RevPar (revenue per available room) increased by 5.7 %, while average occupancy and the average room price rose by 2.2 % and 3.4 %. With a price rise of 11.5 % and a RevPar of EUR 92.03, Munich was once again Germany’s most lucrative city for the hotel trade. The Mallorcan hotel market experienced a negative winter season – largely due to the considerable reduction in the number of flights to and from the island in the off season – and a strong summer season. The Swiss hotel market – especially in the tourist centers – continues to suffer from the strength of the Swiss franc. Customers tend to book at extremely short notice and stay for even shorter periods. Bookings are increasingly made via online portals rather than directly or via travel agencies, and this is serving to intensify price pressure and increase distribution costs. 2.2.2.5 Forecast 2.2.3.3 Development of business A change in trend is not in the offing for the German beer market in 2013. With volume growth contracting somewhat on the whole, 2013 will see the fierce price and cutthroat competition continue as before, with a high proportion of beers – notably quality brands – being sold at even lower special-offer prices. At the same time, production costs are set to increase (e.g. increase in electricity prices due to the EEG levy, increases in the price of malt, rise in human resource costs). The fierce competition will make it difficult to push through price increases in the hope of offsetting the rising costs. In spite of the general trend, however, Brau Holding International GmbH & Co. KGaA does harbor growth potential in the German market, especially given its sales focus on southern Germany, strong position in what is still a highly attractive wheat-beer segment, excellent regional specialties and innovative product range. In the international markets too, Brau Holding International GmbH & Co. KGaA intends to capitalize on its position as one of Germany’s leading exporters of premium brand beers in the high-price segment. It also wants to bolster its international collaboration with partners Heineken International B.V. In the light of continuing fierce competition on the sales side and the fact that it will be possible to offset cost increases on the production side only partially via price adjustments, we expect Brau Holding International GmbH & Co. KGaA to post only a slight increase in revenues in 2013. At EUR 95.89, RevPar of the hotels maintained by Arabella Hospitality SE was EUR 2.62 higher than in the previous year. The average room price was EUR 139.69, and thus EUR 3.41 above the previous year’s value. As before, Germany’s key performance indicators are among the lowest in Europe. Whereas at EUR 84.06, average RevPar in Germany was EUR 2.53 above the previous year’s level, our foreign hotels generated RevPar of EUR 174.36, an increase of EUR 3.29 year on year. A cause for concern remains the GOP of 28.4 % for our hotels. However, when adjusted for the sale of two hotels in the previous year for comparison purposes, we did manage to improve the GOP figure by 0.1 % in the year under review. Above all, leased hotels whose contracts are not set to expire until between 2016 and 2018, are tending to impact the result. Phase II of the project to renovate the rooms in the Sheraton Hannover Pelikan Hotel was completed on time. Other large-scale investments included completion of the work to refurbish the lobby of the Sheraton München Arabella park Hotel and the conference center of The Westin Grand Frankfurt. The planning phase for the ground-up renovation of the Sheraton Mallorca Arabella Golf Hotel was concluded. Work commenced on time in January 2013 and should be completed in September 2013. 2.2.3.2 Industry trends 35 Group Management Report | 2012 According to the latest information, the Elbe Philharmonic Concert Hall in Hamburg, which was originally due to open in 2010, will now not be opening its doors until October 2016 and this will give rise to a corresponding delay in the opening of the hotel we are leasing at the location. 2012 also saw long-term leasing agreements concluded for two new hotels in Munich and Stuttgart, both of which will belong to the group in the future. These hotels are to be included in the management agreement with Starwood Hotels & Resorts Worldwide, Inc. and be operated under the Aloft brand. The hotels are set to open their doors in 2015. 2.2.3.4 Earnings, assets, and financial position The subgroup reported revenues of EUR 215.8 million in 2012 (previous year: EUR 216.6 million). Earnings after taxes (before minority interests and transfer of profits) stood at EUR – 3.0 million (previous year: EUR 3.7 million). This figure includes earnings from discontinued business activities in South Africa (sale of our business operation in that country) amounting to EUR 12.9 million. Cash flow from operating activities of EUR 5.6 million (previous year: EUR – 6.7 million) was disclosed. Operating cash flow less investments and disinvestments amounted to EUR 0.2 million for the business year just concluded (previous year: EUR 61.1 million). The disinvestments involved the sale of participating interests. In the previous year, the disinvestments mainly involved the sale of two hotels in South Africa and one hotel in Germany. The consolidated EBIT stood at EUR – 0.2 million (previous year: EUR – 6.3 million), while the consolidated EBITDA amounted to EUR 14.7 million (previous year: EUR 8.5 million). Total balance sheet assets at the end of the business year stood at EUR 273.2 million (previous year: EUR 298.8 million). Non-current assets accounted for EUR 172.7 million (previous year: EUR 175.6 million) of this sum. After transfer of the net loss from the profit and loss transfer agreement, the equity ratio was 56.7 % (previous year: 51.8 %). 2.2.3.5 Forecast The German hotel market is expecting only a modest increase in revenues in 2013 compared with the previous business year. While Munich looks set to profit from the BAUMA 2013 conference taking place in the city, Frankfurt is expecting the market to consolidate somewhat after the major increase in the number of available rooms in 2011/2012. Given these forecasts for the markets, we are expecting moderate growth in terms of sales and operating income for the next two years. Given that our Sheraton Mallorca Arabella Golf Hotel will be closed for eight months, it will be difficult to maintain revenues at a consistent level there, despite our efforts to offer guests an attractive alternative at our two other hotels on the island. All told, we are expecting to post slightly higher revenues in 2013 compared with those generated in the reporting year. 2.2.4 Seafood 2.2.4.1 Organization and structure The Seafood division is consolidated in the Chilean financial holding, Inversiones Stefal SpA. Inversiones Stefal SpA is the parent company of Productos del Mar Ventisqueros S. A., the operating company responsible for fish farming and processing, of Alimentos Bahia Chincui S.A., the holder of licenses used by Ventisqueros, and of Inmobiliaria Aleste Ltda, a former property developer that is now being wound up having sold off all its properties. The sole active company, Productos del Mar Ventisqueros S.A., is managed according to Chilean law by a six-strong management board comprising three German representatives of Schörghuber Stiftung & Co. Holding KG and three external Chilean board members. 36 The previous CEO left the company at the end of August 2012. Cristián Swett joined the company as its new CEO on 1 October 2012. The current CFO, Roberto Tapia, will be leaving the company at his own request at the end of April 2013. Until a new CFO is found, Cristián Swett will assume these duties on an interim basis. 2.2.4.2 Industry trends The growth in the volume of salmon products continued unabated in 2012, with Atlantic salmon (Salmo Salar) recording a 20 % increase on the previous year. This means that since 2010, the global volume has increased by 500,000 tons to 1,900,000 tons. At 307,000 tons, the volume of Atlantic salmon exported by Chile increased by 65 % compared with the previous year’s value. This extreme rise in volume had been triggered by the preceding ISA crisis in Chile, which had led to a virtual production stop for Salar in 2009 and 2010. Norway used the period to adjust its production volumes accordingly, at the same time managing to command high prices for its stocks. The sudden oversupply – which exceeded by far average annual sales growth of 6 – 8 % – saw prices slump by as much as 50 % in 2012. Selling prices were well below production costs. The market hit rock bottom in November 2012. The noticeable slow-down in Norwegian salmon production at the end of the year promptly triggered a 6 – 7 % rise in the spot prices for Salar salmon in December 2012. One explanation for this development was that the low prices had opened up the market to new categories of buyer, which in turn led to higher sale volumes. A comparable trend had been seen in earlier periods. This positive price development has yet to affect the other two species of salmon, namely Coho and Trout. It is to be assumed that added demand has gradually compensated for the oversupply of 2013 and that, by and large, prices will stabilize again in the second half of the year. That said, we are expecting prices to rise significantly in the coming years. 2.2.4.3 Development of business Short-term adjustments to our medium-term plans in response to last year’s price slump are neither feasible nor appropriate. For this reason, we aim to adhere to our target of a total production volume of between 40,000 and 50,000 tons. We do, however, intend to modify the share of the various species in the overall production volume. The original plan was to divide the volume into three equal parts. However, in order to provide a continuous supply of Atlantic salmon (Salmo Salar) – this so that we can sell our produce also directly to major retail chains – we intend to increase the share of Salar salmon to 50 % of total production to the detriment of the two other species. This has the added advantage that overall processing capacities will be utilized more evenly and that Salar salmon will now be sold as a fresh product, providing us with a continuous cash flow. However, our existing freshwater and saltwater breeding capacity is not sufficient to achieve this aim, especially if the leaseholds on existing freshwater farms and saltwater licenses are not renewed. The negotiations conducted in 2012 to purchase additional licenses were not successful. Negotiations are currently again underway with a competitor with the aim of buying up unused capacity. The construction of a land-based freshwater farm (Chaqueihua II) – mainly for the farming of Salar salmon – with capacity for up to four million fish was largely completed in the year under review. The revenues disclosed in the consolidated financial statement of Schörghuber Stiftung & Co. Holding KG were earned solely by Ventisqueros. In 2011 they relate only to the second half of the year and were measured at the time of initial recognition using IFRS standards. For this reason, the prior year figures are comparable only to a limited extent. In the year under review, Ventisqueros produced WFE 26,534 tons (WFE = whole fish equivalents) of salmon, of which WFE 7,266 tons were of the Salar, WFE 8,083 tons of the Coho, and WFE 11,185 tons of the trout species. This fell 37 Group Management Report | 2012 just short of the target harvested volume. The main reason for the shortfall was that part of the Coho harvest was held back until 2013 in order to achieve higher weights at sale. Ventisqueros was hit particularly hard by the price collapse, as much of the fish was harvested at the end of the year when prices were at their lowest. Of the total accrued sales volume of WFE 22,600 tons, 50 % was marketed as value-added products, and this applies in particular to the trout variety. This species accounted for 45 % of the sales volume, the remainder being apportioned equally between Coho and Salar. In order to improve results, contract processing business was pushed. All told, we processed WFE 25,700 tons of salmon for third-party suppliers. In order to safeguard liquidity, we renegotiated payment objectives with our feed suppliers. 2.2.4.4 Earnings, assets, and financial position Income in the year under review was significantly affected by the major slump in prices in the course of the year. In the business year under review, the company’s earnings amounted to EUR 81.1 million (previous year: EUR 39.5 million). The operating income disclosed amounted to EUR – 35.3 million (previous year: EUR 2.2 million). Earnings before tax stood at EUR – 37.8 million (previous year: EUR – 0.3 million), EUR – 14.4 million of which is attributable to the fairvalue measurement at the end of the year. Cash flow from operating activities amounted to EUR – 17.3 million (previous year: EUR – 18.6 million). All prior-year benchmark values relate to the period 1 July through 31 December 2011. The growth strategy and resulting expansion in capacity and fish stocks saw total assets on the subgroup’s balance sheet rise from EUR 180.8 million to EUR 187.8 million as planned. The equity ratio stood at of 43.4 % (previous year: 48.5 %). 2.2.4.5 Forecast In 2013 too, the company will be relying on cash flows from Germany to finance growth and absorb accrued losses. Should the option of acquiring additional breeding capacity materialize, we will adjust our means accordingly. In anticipation of a rise in prices and the planned harvested volume for 2013, we are looking at sales revenues of between EUR 120 million and EUR 130 million. 3 Earnings, assets and financial position 3.3 Financial position The cash flow from business operations in 2012 amounted to EUR 20.5 million after EUR 59.9 million in the previous year. At the end of the period under review, cash and cash equivalents (cash funds) amounted to EUR 100.0 million (previous year: EUR 290.5 million) and comprise funds of EUR 0 million (previous year: EUR 15.1 million) from discontinued business activities. 3.4 Assets Total balance-sheet assets increased by 3.5 % to EUR 3,147 million. Non-current assets accounted for 84.0 % (previous year: 78.5 %) of the total assets. The non-current assets of EUR 2,642.5 million (previous year: EUR 2,386.7 million) mainly consist of fixed assets and property held for investment purposes. Inventories amounted to 10.0 % (previous year: 8.6 %) of total balance-sheet assets. The equity ratio stood at 41.6 % (previous year: 41.4 %) of total balance-sheet assets. Non-current liabilities accounted for 40.7 % (EUR 1,279.7 million) of the balance sheet, up from 34.2 % (1,040.2 million) in the previous year. 3.1 Background 4 Events after the balance-sheet date IASB pronouncements made during the 2008 business year clarified that minority interests in fully consolidated German partnerships must be treated as debt (liabilities) within the group (IAS 32). By the same token, interests held by outside shareholders must be disclosed at fair value under “other liabilities”. Since Beverages is run as a fully operational division rather than as a financial investment, the result of companies measured at equity is shown in the operating result. No other events of particular significance occurred after the end of the business year. 3.2 Earnings Incorporation of the Seafood division on 1 July 2011 means that all prior-year figures are comparable only to a limited degree. Consolidated sales revenues increased from EUR 467.8 million in the previous year to EUR 672.7 million. The Construction & Real Estate division accounted for EUR 388.8 million of this total, Hotels EUR 215.8 million and Seafood EUR 81.1 million (figures before consolidation). 38 Gross profit on sales increased accordingly from EUR 112.2 million to EUR 152.9 million, while distribution and administration costs amounted to EUR 80.4 million (previous year: EUR 70.4 million). As in the previous year, the balance of other operating income and expenses was positive, and stood at EUR 41.2 million (previous year: EUR 124.0 million). This item was influenced largely by the revaluation of investment property at fair value. The unrealized change in market values amounted to EUR 38.1 million in the business year under review, after a change of EUR 120.3 million in the previous year. In addition, the figures for “other operating income and other operating expenses” include exchange rate fluctuations, the results of the sale of shares, as well as the results of the disposal of fixed assets and amortization of goodwill and cash-generating units. At EUR –70.1 million, the financial result was up EUR 8.1 million on the figure for the previous year. The consolidated result for the 2012 business year totaled EUR 58.9 million (previous year: EUR 104.3 million), of which EUR 1.1 million (previous year: EUR 10.9 million) can be attributed to discontinued business activities. The consolidated EBIT amounted to EUR 131.3 million (previous year: EUR 175.0 million). The consolidated EBITDA amounted to EUR 124.1 million (previous year: EUR 91.7 million). 5 Financial instruments and risk management The Schörghuber Corporate Group operates in various sectors of industry and markets. The many opportunities this provides are, however, inextricably linked to certain economic risks. Our aim is to avoid or mitigate these risks in order to remove the potential for financial losses impacting on the group. At the same time, opportunities can arise as a result of a change in general business conditions, and the company will attempt to exploit these new criteria in an effort to bolster its position among the competition. Entrepreneurial risks are accepted only where they serve to enhance the company’s value, and the potential consequences remain manageable. For this reason, risk management is an integral component of group management. To this end, group-wide risk management systems spanning all the main subsidiaries 39 Group Management Report | 2012 have been put in place in order to identify, monitor and control risks. In addition, a reporting and early-warning system is regularly updated, verified and adjusted to ensure that the information required by group management to identify even decentralized risks in good time is always available. Due to the nature of the business conducted by the individual divisions, the group is affected in different ways by the general economic climate. Although fluctuations in the economy do influence the group’s earnings situation, its diversified structure means that not all divisions are affected at the same time and with the same intensity. Central coordination and control of financial management by Schörghuber Corporate Finance GmbH aims to optimize the financial structure of the group as a whole and of its individual companies. It includes the areas of corporate financing, management of the risks inherent in interest rates, foreign currencies, liquidity and credit rating, and definition of banking policies and bank management. In the course of its business operations and on account of the financial instruments it uses, the group faces various kinds of risk. These include market risks (pricing risks), and credit and liquidity risks. Financial instruments include financial assets and liabilities, as well as contractual entitlements and liabilities relating to the exchange or transfer of financial assets. Primary financial instruments on the assets side of the balance sheet include liquid assets, trade receivables and financial investments, while on the liabilities side, financial instruments include liabilities to banks, trade payables and other liabilities. Market risks affecting the group mainly concern the risks pertaining to fluctuations in interest rates and foreign currency exchange rates. Where variable interest rates have been agreed for trade payables and bank loans, there exists the possibility that interest rates will rise as well as fall, leading to higher interest payments and charges. Changes to the market interest rate applicable to fixed-interest, primary financial instruments are recognized in profit and loss only if the instruments are carried at fair value. Thus, all fixed-interest financial instruments carried at amortized cost are not subject to interest rate risks within the meaning of IFRS 7. The pricing risks pertaining to the loans portfolio are determined with the aid of a risk assessment system on the basis of current interest rates. Various measures are taken to limit risk, such as separating trading, administration, accounts and control processes in the organizational sense, and ongoing reporting of relevant events on the basis of market values and interest risks within the framework of the risk management system. Furthermore, we limit interest rate risks to some degree by conducting hedging transactions. Based on an assessment of the risk, select derivative instruments are used as well. The international focus of our business activities calls for service transactions and cash flows to be effected in foreign currencies. This gives rise to a certain risk of loss because assets held in a foreign currency will lose value as the exchange rate falls, while liabilities payable in a foreign currency become more expensive as the rate increases. Group business in countries outside the eurozone is kept to a minimum and this has a corresponding effect on the currency risk. In addition, we regularly evaluate our net exposure to currency risk, the aim being to maintain a balance between income and expenditure in any foreign currency and thus to minimize the effect of any fluctuations in exchange rates. Where necessary, we use suitable derivative financial instruments to hedge currency risks. Generally, however, derivative financial instruments are used exclusively for hedging purposes in the context of interest rate and currency management, not for trading or speculative purposes. To reduce the risk of counterparty default, we close transactions with select banks only. With regard to interest rate risks, please refer to the information on interest payments and the analysis of sensitivity to interest rate changes contained in Section II.B.20 “Financial instruments” of the Notes to the Consolidated Financial Statement. As the lion’s share of our business is transacted in eurozone countries, the exchange rate risk is insignificant. Credit risk relates to the potential for debtor default and any deterioration in credit worthiness (downgrading). The group limits this risk by placing high demands on the solvency of its counterparties. Outstanding trade balances are monitored continuously on a decentralized basis, while potential default risks are accounted for by both individual and generalized value adjustments. The maximum default risk relates to receivables and financial assets and corresponds to the carrying amounts in the balance sheet of these instruments. 40 As well as financial planning based on a horizon of several years, the group deploys a rolling system of liquidity planning to ensure that cash flows are permanently aligned to outstanding payments in any given period. What is more, prudent liquidity management ensures that the group has adequate credit lines at its disposal to meet unexpected payment obligations at any time. 6 Forecast Growth in GDP in Germany is expected to be much lower in 2013 than in the previous year, the estimates being + 0.5 % to + 0.7 %. In spite of the euro crisis, the general economic climate in Germany has remained remarkably stable, although exports have declined somewhat. With the ECB showing no sign of increasing interest rates and having provided the banks with adequate liquidity, it is unlikely that we will see a rise in the cost of borrowing in the medium term. Even if the rise in prices in the real estate market has slowed considerably (with prices remaining high), we expect demand for residential property – principally multi-floor residential buildings (condominiums) in Germany’s key metropolitan areas – to remain stable. However, demand for luxury property appears to be reaching the point of saturation. As before, the city of Munich stands to profit more than most from the ongoing boom in the real estate market, and this applies to the areas of project development and existing real estate. The coming years are expected to provide us with stable revenues from leased property, be it commercial or residential. In the field of beverages, we expect the earnings situation to stabilize, albeit without any significant recovery in price levels in the short term. The same applies to the hotels market, where pre-existing leasehold agreements are expected to burden our account with negative operating results in the coming two years. By contrast, the Seafood division does harbor potential for improvement; indeed, after a phase of consolidation in 2013, 2014 looks set to herald a period of marked growth in both revenues and profits. All in all, we are predicting a slight rise in consolidated revenues for the group in 2013 and, with regard to 2013 and 2014, a consolidated result at least on a par with that of the previous business year. With the euro crisis unresolved and an accurate prediction of the enduring availability of suitable credit lines thus impossible, securing adequate reserves of liquidity will remain top priority for the time being. Appropriate measures have already been put in place. Munich, 19 April 2013 The General Partner Josef Schörghuber Stiftung, Munich Dr. Klaus N. Naeve Alexandra Schörghuber Dr. Jürgen Büllesbach Christoph Michl Roland Tobias 41 Consolidated Financial Statement I 2012 2012 Consolidated Financial Statement Schörghuber Stiftung & Co. Holding KG, Munich Consolidated statement of recognized income and expenses Consolidated income statement Sales revenue Cost of sales Notes 2012 2011 II.A.1 TEUR 672,716 – 519,784 TEUR 467,766 – 355,588 152,932 112,178 II.A.2 Gross profit on sales 2011 Net profit after taxes TEUR 58,853 TEUR 104,340 Exchange differences on translation of foreign operations – 2,547 674 – 684 254 24 – 295 309 188 – 2,668 56,185 591 104,931 – 218 – 65 56,403 104,996 Distribution costs II.A.3 – 36,649 – 33,768 Administration costs Other operating income Other operating expenses Income from equity-accounted interests II.A.4 – 43,715 51,480 – 10,253 17,534 – 36,669 141,889 – 17,844 9,188 Operating income 131,329 174,974 Other financial income Other financial expenses 2,484 – 72,544 3,187 – 81,359 Of which attributable to non-controlling interests – 70,060 – 78,172 Of which attributable to shareholders of the parent company 61,269 96,802 II.A.9 – 3,491 57,778 – 3,361 93,441 II.A.10 1,075 10,899 58,853 104,340 Financial result II.A.5 II.A.6 II.A.7 II.A.8 Profit before taxes Income tax expenses Income from ongoing operations after tax Income from discontinued operations Net profit after taxes Of which attributable to non-controlling interests Of which attributable to shareholders of the parent company 42 2012 II.A.11 – 218 – 65 59,071 104,405 Other changes from at-equity accounting not recognized in income Gains on cash-flow hedges Deferred taxes from cash-flow hedges offset directly against equity Income recognized directly in equity Comprehensive income after taxes 43 Consolidated Financial Statement I 2012 Consolidated balance sheet Consolidated cash-flow statement Notes Assets Intangible assets Tangible assets Investment property Equity-accounted participating interests Other financial assets Deferred tax assets Inventories Other non-current receivables and assets II.B.1 II.B.2 II.B.3 II.B.4 II.B.5 II.B.6 II.B.7 II.B.10 Non-current assets 2012 2011 TEUR 13,086 440,009 2,002,796 145,676 701 28,598 5,490 6,117 TEUR 13,388 435,756 1,750,227 135,081 1,766 30,731 9,693 10,038 2,642,473 2.386.680 Inventories II.B.7 313,646 261,201 Trade-account receivables Tax refund claims Other current receivables and assets Cash and cash equivalents Assets held for sale Current assets II.B.8 41,071 555 32,206 99,961 17,507 504,946 3,147,419 40,002 973 15,844 275,376 59,771 653,167 3,039,847 2012 2011 TEUR 92,033 1,216,553 139 TEUR 92,033 1,167,385 365 II.B.9 II.B.10 II.B.11 II.A.10 Notes Liabilities Limited partners’ capital Provisions Shares of other shareholders Equity II.B.12 1,308,725 1,259,783 Non-current financial liabilities II.B.15 1,183,852 960.675 Deferred tax liabilities Other non-current liabilities Provisions for pensions Other non-current provisions II.B.13 4,183 39,246 45,331 7,129 12,240 12,036 45,315 9,886 1,279,741 1,040,152 II.B.18 II.B.14 II.B.19 Long-term debt 2012 2011 TEUR TEUR 110,577 – 58,046 2,466 – 1,144 5,000 151,173 – 53,546 2,058 – 2,851 7,506 Net profit after taxes 58,853 104,340 Write-downs / write-ups on investments – 7,263 – 85,163 Change in long-term provisions Other non-cash-effective expenses and income Deferred tax income and expenses Gains / losses from the disposal of assets – 9,040 14,388 – 7,917 – 1,892 – 16,533 – 261 – 2,184 13,956 5,742 – 5,273 6,629 – 39,026 5,825 – 74,617 Cash flow from business operations* 20,474 – 59,910 Outflow for investments in intangible assets – 2,390 – 2,455 – 254,766 – 68,938 – 156 – 52 17,976 76,393 434 5,311 145,562 47 – 233,591 150,557 – 6,515 – 26,670 66,860 – 37,080 9,186 – 3,310 23,265 – 20,794 – 189,852 69,853 – 660 5,456 290,473 99,961 215,164 290,473 Result for the year before cash flows from interest, income tax and dividend payouts by associates Interest paid Interest received Income tax paid Dividend payouts by associates Gains / losses from the disposal of discontinued operations Portfolio management expenses Change in net working capital Outflow for investments in tangible assets and investment property Outflow for investments in financial assets Inflow from assets held for sale and discontinued operations Inflow from the disposal of intangible assets Inflow from the disposal of financial assets Cash flow from investments* Payments to company owners and minority shareholders Change in financial liabilities Change in accounts receivable from / payable to shareholders Cash flow from financing operations* Current financial liabilities II.B.15 151,888 308,910 Trade-account payables Income taxes Other current liabilities Other current provisions Liabilities held for sale II.B.16 81,452 8,976 257,070 54,125 5,442 46,894 2,126 310,030 51,904 20,048 558,953 739,912 1,838,694 3,147,419 1,780,064 3,039,847 Short-term debt Borrowed capital 44 II.B.17 II.B.18 II.B.19 II.A.10 Cash-flow-effective change in funds Exchange rate- and consolidation scope-related changes in funds Funds at the start of the reporting period Funds at the end of the reporting period* *The break-down of funds and cash flow into ongoing and discontinued business operations is explained in section II.C of the Notes. 45 Consolidated Financial Statement I 2012 Development of consolidated equity from 1 January 2011 to 31 December 2012 As at 01.01.2011 Limited partners’ capital Foreign currency translation Cash-flow hedges Provisions for other changes not recognized in income Other provisions Total provisions Share of equity of the parent company Share of equity of non-controlling interests Consolidated equity TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR TEUR 92,033 4,035 – 2,108 – 67 1,095,846 1,097,706 1,189,739 1,319 1,191,058 674 – 107 24 104,405 104,996 104,996 – 65 104,931 – – – – 3,416 – 3,416 – 3,416 Net profit after taxes Transfers to provisions Capital repayments, dividend payouts – 3,416 – Capital increases – – – Other changes not recognized in income – – – – 31,901 – 31,901 – 31,901 – 889 – 32,790 Other participatory relationships As at 31.12.2011 Net profit after taxes 92,033 4,709 – 2,215 – 43 1,164,934 1,167,385 1,259,418 365 1,259,783 – – 2,547 357 – 478 59,071 56,403 56,403 – 218 56,185 – – – – 6,515 – 6,515 – 6,515 – – – – 720 – 720 – 720 – – 1,216,770 1,216,553 1,308,586 Transfers to provisions Capital repayments, dividend payouts Capital increases – 6,515 – Other changes not recognized in income Other participatory relationships As at 31.12.2012 46 – 92,033 2,162 – 1,858 – 521 – 8 – 728 139 1,308,725 – 47 Notes to the Consolidated Financial Statement | 2012 Notes to the Consolidated Financial Statement for 2012 Schörghuber Stiftung & Co. Holding KG, Munich I. General information A. Basis of preparation Schörghuber Stiftung & Co. Holding KG (SHKG), the head office of which is located at Denninger Strasse 165, 81925 Munich, Germany, is the holding company for the Schörghuber Corporate Group, which operates a number of different business divisions. In the Hotels division, Arabella Hospitality SE (AHSE) has been the main holding company since 1 September 2011. AHSE determines the strategic focus of the division and controls its cash flows on a central basis. It operates, either directly or indirectly, virtually all the group’s hotels in Germany, Switzerland and on Mallorca. On 17 August 2011, Arabella Hospitality SE and Schörghuber Stiftung & Co. Holding KG signed a five-year profit and loss transfer agreement with retroactive effect from 1 January 2011. Brau Holding International GmbH & Co. KGaA (BHI) is the intermediate holding company for the Beverages division and the joint-venture company in the partnership with Heineken International B.V. BHI holds participating interests in, among others, the Paulaner, Kulmbacher, Würzburger Hofbräu, Fürstenberg and Hoepfner breweries. 50 % of the shares in Paulaner are held directly by SHKG via another subsidiary. Brau Holding International GmbH & Co. KGaA is carried at equity in the consolidated financial statements of SHKG. The Construction & Real Estate division is managed under the umbrella of Bayerische Hausbau GmbH & Co. KG (BHGKG). The lion’s share of the group’s real estate property portfolio is managed via the direct participating interest in Bayerische Hausbau Immobilien GmbH & Co. KG, while project development activities (national and international), construction of prefabricated homes and real estate management are operated via stakes held in Bayerische Hausbau Projektentwicklung GmbH, Bayerische Hausbau International GmbH, Hanse Haus GmbH and Bayerische Hausbau Immobilien Management GmbH. 48 As of 1 July 2011, the Seafood division was incorporated in the Schörghuber Corporate Group and its figures consolidated in those of the Inversiones Stefal SpA financial holding, Chile (Stefal). This subgroup is involved mainly in the production and processing of Atlantic and Pacific salmon, as well as salmon trout. The operational side of this business is run by Productos del Mar Ventisqueros S.A. (Ventisqueros). In 2010, the executive board and the foundation board decided to discontinue aircraft leasing - consolidated as Bavaria International Aircraft Leasing GmbH & Co. KG (BIAL) – as a strategic business division, as it was considered that the changed market conditions no longer offered BIAL, a niche provider, adequate scope in which to generate sustained earnings potential given the inherent risk. Last year, the management succeeded in selling off 11 of the 15 aircraft available for sale, a further two being sold this year. Since 2011, the division has been disclosed on the balance sheet as a discontinued operation in accordance with IFRS 5. SHKG prepared its consolidated financial statement for the period up to 31 December 2012 in accordance with section 315 a of the German Commercial Code (HGB) and in compliance with International Financial Reporting Standards (IFRS) and the International Financial Reporting Interpretations Committee (IFRIC), as applicable in the EU. All provisions of the International Accounting Standards Board (IASB) mandatory on 31 December 2012 were complied with, as applicable in the EU. In addition, all mandatory regulations set down in commercial law were observed. The figures for the previous year were determined according to the same principle. The consolidated financial statement was drawn up in thousands of euros (TEUR). The income statement (profit & loss) was drawn up using the cost-of-sales method. The consolidated financial statement is a true and fair view of the earnings, assets, and financial position of the SHKG group. The standards and amendments to standards listed in the following became mandatory for the first time during the 2012 financial year. ■■ Amendment to IFRS 1 “First-time adoption of International Financial Reporting Standards” (changes concerning fixed dates relating to the derecognition exception; changes with regard to hyperinflation) ■■ Amendment to IAS 12 “Income taxes” (changes with regard to the recovery of underlying assets) ■■ Amendment to IFRS 7 “Financial instruments: Disclosures” (changes to improve disclosures concerning the transfer of financial assets and liabilities) The new regulations had no significant effect on how the group’s earnings, assets and financial position are presented. Voluntary early application of the standards did not take place. In addition, the following standards or amendments to standards are applicable to annual periods beginning on or after 1 January 2013. ■■ Amendment to IFRS 7 “Financial instruments: Disclosures” (changes to improve disclosures concerning the offsetting of financial assets and liabilities) ■■ IFRS 10 “Consolidated Financial Statements” ■■ IFRS 11 “Joint Arrangements” ■■ IFRS 12 “Disclosure of Interests in Other Entities” ■■ IFRS 13 “Fair Value Measurement” ■■ Amendment to IAS 1 “Presentation of Financial Statements” (changes with regard to the presentation of other comprehensive income; changes as a result of the Annual Improvements, 2009–2011 Cycle: Classification of comparable information) 49 Notes to the Consolidated Financial Statement | 2012 ■■ IAS 16 “Property, Plant and Equipment” (changes as a result of the Annual Improvements, 2009–2011 Cycle: Classification of servicing equipment) ■■ Amendment to IAS 19 “Employee Benefits” (changes are the results of projects on short-term employee benefits and post-employment benefits) ■■ IAS 27 “Separate Financial Statements” (consolidation provisions previously contained here have been transferred to IFRS 10) ■■ IAS 28 “Investments in Associates” (replaces the previous version) ■■ IAS 32 “Property, Plant and Equipment” (changes as a result of the Annual Improvements, 2009–2011 Cycle: Income tax implications of dividend payouts to owners) ■■ IAS 34 “Interim Financial Reporting” (changes as a result of the Annual Improvements, 2009–2011 Cycle: Interim reporting of segment assets) ■■ IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” Application of IFRS 7 will necessitate extensions to the notes to the consolidated financial statements with regard to the transfer of assets and the offsetting of financial instruments. Application of IFRS 9 will affect how financial assets and liabilities are disclosed and how changes in the fair value of certain financial instruments are carried. How presentation of the group’s earnings, assets and financial position will be affected is currently under review. IFRS 12 and 13 will broaden the scope of the information contained in the Notes, while IAS 1 will alter how the group’s other comprehensive income is presented. The amendments to IAS 19 and the concomitant elimination of the corridor method are applicable on a retrospective basis, in accordance with IAS 8, to annual periods beginning on or after 1 January 2013. Essentially, differences between the pension liability entered on the balance sheet and the actual pension payable (recognized in the form of actuarial gains and losses, as set out under II.B.14) are no longer admissible from 1 January 2013 onwards. The effect of this amendment on group equity including companies measured at equity amounted to TEUR – 22,729 at 31 December 2012 and TEUR – 3,236 at 31 December 2011. The other new regulations have little or no effect on the consolidated financial statement or are not relevant to SHKG. Voluntary early application of the standards will not take place. In addition, the following standards or amendments to standards have been published but have yet to be recognized by the EU. ■■ Amendment to IFRS 1 “First-time adoption of International Financial Reporting Standards” (changes with regard to the accounting of government loans with a below-market rate of interest; changes as a result of the Annual Improvements, 2009–2011 Cycle: Repeated application, borrowing costs) ■■ IFRS 9 “Financial Instruments” ■■ Improvements to the International Financial Reporting Standards (May 2012) ■■ Amendment to IFRS 9 and IFRS 7 (new mandatory effective date and transition disclosures) ■■ Amendments to IFRS 10, IFRS 11 and IFRS 12 (transition provisions) ■■ Amendments to IFRS 10, IFRS 11 and IFRS 12 (investment companies) ■■ Amendment to IAS 32 “Financial instruments: Presentation” (changes to improve disclosures concerning the offsetting of financial assets and liabilities) Voluntary early application of the standards will not take place. 50 B. Consolidated group and consolidation principles 1. Consolidated group In addition to the parent company itself, the consolidated financial statement includes all significant companies over whose business and financial policies SHKG may exert control, either directly or indirectly. Companies whose business and financial decisions are significantly influenced, either directly or indirectly, by SHKG (associates) are accounted for using the equity method. Subsidiaries whose business is dormant or of low volume, and which are insignificant in terms of presenting a true and fair view of the earnings, assets, and financial position of the group, are not consolidated. They are carried in the consolidated financial statement at their respective acquisition cost or current market value, whichever is the lower. The consolidated group is structured as follows. 2012 2011 Domestic 31 33 Foreign 20 20 51 53 Domestic 7 7 Foreign 2 1 9 8 Domestic 4 4 Foreign 3 3 7 7 67 68 Fully consolidated companies Companies measured at equity Non-consolidated companies In the Construction & Real Estate division, BHG Gewerbe GmbH was merged with BHGKG in the year under review. In the Hotels division, a fully consolidated foreign subsidiary was disposed of and the participating interest in Son Vida S. A., Palma de Mallorca, Spain, incorporated using the equity method for the first time. All told, these changes in the consolidated group did not have any material influence on how the group’s earnings, assets and financial position are presented. 2. Consolidation principles The assets and liabilities of the domestic and foreign companies included in the consolidated financial statement are recognized in accordance with general accounting and valuation methods standardized throughout the SHKG group. The income of subsidiaries acquired or disposed of in the course of the year is carried in the group’s statement of recognized income and expenses as from the effective date of acquisition or up to the effective date of disposal. The total comprehensive income of a subsidiary is attributed to the owners of the parent and to the non-controlling interests, even if this results in the latter recording a negative balance. Non-controlling interests held in consolidated subsidiaries are disclosed separately from the equity capital of the group. 51 Notes to the Consolidated Financial Statement | 2012 Receivables, payables, contingent liabilities, guarantees and commitments, provisions, income and expenses, as well as income between consolidated companies are offset or eliminated as part of the consolidation process. Consolidation processes that give rise to future tax expense or income due to the reversal effect of such processes will generate deferred taxes. Capital is consolidated using the acquisition method. Concerning company mergers occurring from the 2011 financial year onwards, the purchase costs of the acquisition correspond to the sum of the fair value of the acquired assets, the expended equity instruments and the debts arising or taken over at the time of the transaction. The fair value of any assets and liabilities resulting from an agreement on a contingent consideration payable in connection with the acquisition will serve to increase the acquisition costs. Any subsequent amendments to the valuation of the consideration arrangement will no longer have an influence on capital consolidation, but must be recognized in the income statement instead. If the consideration relates to an equity instrument, its subsequent performance must be recognized directly in the equity capital. Incidental costs arising from the acquisition are carried immediately as expenses. For each acquisition, the group must decide whether non-controlling interests in the acquired company are measured at fair value or on the basis of their proportionate share in the net assets acquired in the company. The acquired assets and liabilities must be recognized at fair value at the time of the transaction. In the periods following consolidation, any hidden reserves and charges disclosed are carried forward, amortized or released in accordance with the treatment of the corresponding assets and liabilities. They are subject to deferred taxation unless disclosure means that they will be recognized for tax purposes anyway. Goodwill is recognized as the excess of the cost of acquisition plus the sum of the value of the non-controlling interests and the fair value of equity held prior to the purchase over the proportionate share in the net assets in the company acquired by the group measured at fair value. Goodwill is verified annually or whenever there are indications of impairment, and written down accordingly as and when necessary. If the acquired net assets exceed the cost of acquisition, the difference is entered directly in the income statement after it has been verified again. Incidental acquisition expenses were capitalized in the course of mergers and acquisitions up to and including the 2009, whereas contingent considerations were recognized only if they were probable and could be reliably measured. Subsequent changes to financial considerations were not recognized in income but carried straight to equity in the sense that they modified the acquisition costs of the purchase. Non-controlling interests were measured exclusively on the basis of their proportionate share in the fair value of the net assets acquired in the company. Acquisitions made prior to the switch to IFRS (financial statements up to 31 December 2005) continued to be disclosed according to the book-value method of accounting, as admissible under the options afforded by German commercial law. With regard to financial years from 2010 onwards, changes in the size of the group’s holdings in subsidiaries are reported as equity transactions. When a non-controlling interest is acquired, any difference between the price paid and the proportionate share in the subsidiary’s net assets are disclosed directly in equity, as are gains and losses resulting from the disposal of non-controlling interests. Up to now, transactions involving minority holdings were treated in the same way as transactions with non-group third parties. For this reason, the sale of non-controlling interests would result in a loss or gain entered in the consolidated financial statement, while any difference between the purchase price and the proportionate share in the net assets would be recognized at the time of the transaction as goodwill. Associates are companies upon which the group exerts a significant influence but cannot control, normally where a share of the voting rights of between 20 % and 50 % is involved. Joint ventures are enterprises managed by the group in cooperation with one or more partners on the basis of a contract. Both types of participation – associates and joint ventures – are accounted for using the equity method. Equity-accounted participations are carried on the basis of their original acquisition costs, adjusted proportionately for any changes in the net assets of the associate or joint-venture company. Gains or losses resulting from the change in value over the previous year include the share in the gain or loss of the respective associate or joint venture. 52 C. Accounting and valuation methods 1. Changes to the accounting and valuation methods All the accounting and valuation methods used in the previous year were retained. 2. Income and expenses As a rule, revenues and other operating income are recognized when the service in question has been rendered or the goods / products are delivered, and thus, when the inherent risk is transferred and the amount of the anticipated consideration can be reliably estimated. As a general rule, income is shown net of sales tax (VAT), returns, rebates and similar deductions. What is more, the payment in question must be sufficiently likely to occur; inter-group sales are eliminated. Alongside this, revenue includes income from construction contracts that span different accounting periods pursuant to IAS 11, with corresponding application of the percentage-of-completion (PoC) method. The associated expenses are recognized simultaneously with the receivables from the partial realization of profit. No customer-specific construction contracts were carried out in the 2012 financial year. Income from leases is recognized in income on a straight-line basis over the term of the contracts. Initial costs directly attributable to the conclusion of a leasing contract have also to be recognized in linear fashion over the term of the contract. Public sector grants and assistance are recognized in accordance with IAS 20 only if there is reasonable assurance that the conditions attached to it will be complied with and that the grant will actually be allocated. They are treated as income and recognized in the periods necessary to match them with the related costs that they are intended to compensate. Operating expenses are reported as expenses at the point in time at which they are incurred or when the service is used. Benefits paid out by the German Labor Office (Bundesagentur für Arbeit) in accordance with the German Partial Retirement Act (performance-based public grants) are recognized in the year in which they are granted and charged to the income statement as personnel expenses. Interest income and interest charges are recognized in profit or loss on the basis of the effective interest rate method. Dividends and income from participating interests are recognized in the interest statement when the shareholder’s legal entitlement to payment arises and a distribution resolution has been passed. Income tax expense represents the sum of current and deferred taxes. Other tax is recognized in the income statement as other operating expenses. 3. Foreign currencies Transactions in foreign currency are translated at the rates prevailing on the date when they occur. Financial assets and liabilities in foreign currencies are translated at the mean rate prevailing on the balance-sheet date. Any resulting translation differences are recognized in the statement of income. The financial statements of the consolidated companies that are denominated in a foreign currency are translated on the basis of the functional currency concept using the modified closing rate method. Since the subsidiaries carry on their business independently in financial, economic and organizational terms, the functional currency is essentially their local currency. With the exception of shareholders’ equity, which is translated at historic exchange rates, financial assets and liabilities 53 Notes to the Consolidated Financial Statement | 2012 in foreign currencies on the balance sheet are translated at the mean rate prevailing on the balance-sheet date. The income statement is translated at average exchange rates. In compliance with IAS 21.39 (c), differences in currency translation occurring as a result of consolidation are allocated to the consolidated shareholders’ equity with a neutral effect on net income. When a foreign business operation is disposed of, currency differences which until then had been recorded in shareholders’ equity without any effect on profit are then disclosed in the income statement as part of the profit or loss from the sale of the subsidiary. The development of the exchange rates serving as the basis for currency translation is shown below. EUR Currency Closing rate 31.12.2012 31.12.2011 Average rate 2012 2011 1 US Dollar (USD) 1.3194 1.2939 1.28577 1.3920 1 Swiss Franc (CHF) 1.2072 1.2156 1.20528 1.2326 1 Pound Sterling (GBP) 0.8161 0.8353 0.81119 0.86788 292.3000 314.5800 288.77645 279.37000 4.0740 4.4580 4.17708 4.12060 11.1727 10.4830 10.53581 10.09700 1 Hungarian Forint (HUF) 1 Polish Złoty (PLN) 1 South African Rand (ZAR) 4. Intangible assets Intangible fixed assets (but not goodwill) that are acquired in exchange for a consideration are valued at acquisition cost and depreciated using the scheduled straight-line method over their useful life of between 3 and 15 years. Writedowns are allocated to the corresponding function areas (divisions). Borrowing costs were not capitalized in the business year under review, as qualifying assets within the meaning of IAS 23 did not exist. Non-scheduled write-downs on intangible assets are disclosed when the recoverable amount, i.e. the higher of value-in-use of the asset concerned and net sale proceeds, falls below the carrying value. Should the grounds for the non-scheduled write-downs effected in previous periods no longer apply, impairments are reversed via write-ups to amortized cost. Goodwill arising from company acquisitions is allocated to what are known as cash-generating units, or CGUs for short. CGUs are essentially individual subsidiaries or sub-groups. At this reporting level, goodwill is monitored by the management for internal control purposes. The recoverable amount of a cash-generating unit to which goodwill has been allocated is tested for impairment at least once a year, or more frequently if events indicate an impairment may exist pursuant to IAS 36, and, if necessary, written down to the lower recoverable value. The recoverable amount is determined in the form of the useful life as the current value of expected future cash flows. The discounted cash flow (DCF) model is used for the valuation. Subsequent write-ups do not take place as once effected, impairment of goodwill cannot be reversed. 5.Tangible assets Tangible fixed assets are measured at acquisition cost or manufacturing cost net of scheduled, straight-line depreciation. 54 Scheduled write-downs are based on the following useful lives. ■■ ■■ ■■ ■■ Buildings / leasehold improvements 15 to 60 years Show homes 15 to 20 years Technical equipment and machinery 5 to 25 years Operating and business equipment, furniture and fixtures 3 to 25 years Depreciation of aircraft takes place using the straight-line method based on a typical service life of 15 years and assuming a residual value of 40 % of the original purchase price. Aircraft that remain with the division beyond the 15 years are written down using the straight-line method over a remaining useful life of 10 years and assuming a residual value of EUR 0. Scheduled depreciation of technical equipment and machinery, operating and office equipment, furniture and fixtures is, for the most part, based on the straight-line method. Differences between the measurement according to IFRS and that according to German income tax rules (§ 6, para. 2a, EstG) give rise to deferred taxes. In accordance with IAS 36, non-scheduled write-downs on tangible assets are disclosed when the amount recoverable through use of the asset, i.e. the higher of value-in-use of the asset concerned and net sale proceeds, falls below the carrying value. Non-scheduled write-downs on aircraft occur when the residual carrying amount of an aircraft is above the riskadjusted, sustainable market value of the aircraft according to AVITAS (base value) or the cash value of net cash flows generated by the aircraft in question. The net cash flow before interest and taxes arises out of the future rental income contractually agreed on the balance-sheet date, plus the likely proceeds from the sale of the aircraft at the end of the contract (terminal value). The terminal value recognized is the market value upon contract expiry calculated according to AVITAS. The net cash flows are discounted using a risk-adjusted rate (weighted average cost of capital). Where the grounds for the non-scheduled write-downs no longer apply, the corresponding amounts are written back, the upper limit of the write-up being the amortized costs that would have arisen at the valuation date had the writedown not taken place. According to IAS 17, leasing contracts must be classified. Thus, economic ownership of a leased asset is assigned to the lessee if the latter essentially bears all of the opportunities and risks associated with its usage (operating lease). Bavaria International Aircraft Leasing GmbH & Co. KG does not have any finance leases on its books. Prior to the inception of a leasing contract, the lessee pays a commitment fee to the lessor per aircraft as a form of security. This fee is reimbursed if the lessee fulfils the terms of the leasing agreement satisfactorily up to the end of the leasing period. The lessor is obliged to take out comprehensive third-party liability as well as hull insurance on the aircraft. Upon expiry or termination of the contract, the lessee must return the aircraft in the specific condition stated in the contract. Costs and consequential expenses arising from non-compliance with these terms are charged to the lessee. The Aircraft Leasing division has been disclosed on the balance sheet as a discontinued operation since the 2011 business year. Properties constructed or developed for future use as investment property are initially reported as tangible assets and then, following completion, as investment property, always provided that the construction project started before 1 January 2009. In the course of the “Annual Improvements” to IFRS, it was decided that IAS 40 should be applied as early as the building phase for all financial years starting from 1 January 2009. Investment grants received under the joint scheme for improving regional economic structures (“Verbesserung der regionalen Wirtschaftsstruktur”), along with investment allowances under the Investment Allowances Act, are deducted from the acquisition costs of the corresponding asset in accordance with IAS 20. Investment grants are subject 55 Notes to the Consolidated Financial Statement | 2012 to specific obligations and are disclosed on the balance sheet only if there is reasonable assurance that the conditions will be complied with. Write-downs are calculated using the straight-line method. Individual subsidiaries, individual properties in the real-estate portfolio or individual aircraft are used as cash-gene rating units for valuing the tangible asset in question. Borrowing costs that can be attributed directly to the acquisition, construction or manufacture of a qualified asset are capitalized as part of the cost of acquisition or manufacture. A qualified asset is an asset that takes a substantial period of time to produce or prepare for use or sale. If the procurement or manufacture is specifically funded, the amount to be capitalized corresponds to the expenses effectively incurred, less any income from the short-term investment of the financial resources. In the case of general financing, the borrowing costs to be capitalized are calculated using an average rate relative to the non-project-specific financial liabilities. All other borrowing costs are recorded as expenses in the period in which they occur. are calculated in accordance with group accounting and valuation methods. Cumulative changes after acquisition are offset against the carrying amount. Any difference in amount at the time of acquisition between the cost of acquisition and the pro rata net assets (equity) of these associates is initially allocated to the pro rata assets and liabilities based on a measurement of the fair value. Any exceeding amount corresponds to the goodwill that is included in the carrying amount of the associate and is not depreciated on a scheduled basis. The carrying value of the associated company is tested for impairment annually, while the group’s share in the result of the associated company is recognized in income and its share in cumulative changes in equity (not recognized in the income statement) is disclosed directly in group equity. If the group’s share in the losses of the associate or joint venture equals or exceeds the carrying amount of the investment, no further shares in additional losses will be recognized, unless the group has assumed additional financial commitments or guarantees. 6. Investment property 8. Financial instruments Property held to earn rental income or for long-term capital appreciation, including property currently under construction for such purposes is disclosed as investment property. Furthermore, property used in building leasehold contracts is also classified and measured as “IAS-40 real estate” if the material opportunities and risks arising from said property are allocable to the group. Property held by the group for the production of goods and services or for administrative purposes does not satisfy the criteria for definition as investment property. Investment property is initially recognized at acquisition or production cost, including transaction costs, and subsequently measured at fair value. This also applies to investment property in the construction phase. Value alterations resulting from changes in the fair value are included in the income statement under other operating income or expenses. The market value of the real estate is calculated according to the International Valuation Standard IVS 1, mainly using the discounted cash flow method (DCF method) via the discounting of future cash flows. A ten-year perspective is used, with the assumption of sale of the property at the end of the calculation period. Cash flows for the individual years are determined on a monthly basis and then aggregated, current rental agreements being considered on an individual basis. Upon expiry of the agreements, market rental values are recognized and typical vacancy periods applied. The cash flows shown are net of operating expenses, which primarily comprise vacancy costs, maintenance and service costs, administrative expenses, non-allocable operating costs and marketing costs. The sale value at the end of the calculation period is the perpetuity of the cash flow based on the 121st month; costs to sell are not taken into account. The cash flows of the individual years and the sale value are discounted to the date of the valuation using a property-specific interest rate. The cash value is the fair value of the respective property. Special values are calculated for property to which the DCF method cannot be applied (e.g. building leases, vacant plots, project developments). An investment property is derecognized on disposal or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. The resulting gain or loss from the sale of any asset is determined as the difference between the proceeds and the carrying value of the asset and is recognized in other net operating income. Financial instruments are contracts resulting in financial assets at one company and in a financial liability or equity instrument at another. IAS 39 subdivides financial assets into the following categories. 7. Equity-accounted participating interests Companies whose business and financial decisions can be significantly influenced, either directly or indirectly, by SHKG are accounted for using the equity method and recognized initially at acquisition cost. In the subsequent periods, participating interest is either recognized in income or carried to equity depending on the group’s share in the profit and loss account and the other comprehensive income. The equity and the income of the participating interest 56 ■■ ■■ ■■ ■■ Financial assets or liabilities “held for trading purposes” (A-FV) Investments “held to maturity” (A-HM) “Loans and receivables” (A-LR) Financial assets “available for sale” (A-AS) In the case of financial liabilities, a distinction is drawn between assets “measured at fair value through profit or loss” (L-FV) and financial assets “measured at amortized cost” (L-AC). IFRS 7 requires disclosure according to classes of financial instrument. These were harmonized with the categories set out in IAS 39, with the following items added. ■■ Liquid assets ■■ Derivatives used in hedging transactions ■■ Liabilities from finance leasing Financial assets and liabilities are categorized depending on the purpose for which they were acquired, and this is verified on each balance-sheet date. In addition to cash and cash equivalents, the group currently carries financial assets consisting mainly of trade-account receivables, other receivables and loans, and financial instruments held for sale. Financial liabilities generally give rise to a repayment entitlement in cash or another financial liability. They include, first and foremost, liabilities to banks (borrowings), trade-account payables and other liabilities. Financial instruments are recognized as soon as the group becomes a contractual party to the provisions of a financial instrument. They are derecognized when the rights to payments from the investment expire or are transferred and the company has transferred substantially all the risks and rewards of ownership. Initial recognition is at acquisition cost as at the contract date. Transaction costs are also reported with respect to all financial assets not carried at fair value through profit or loss. After initial recognition, available-for-sale financial assets are measured at fair value with gains or losses recognized directly in equity. If no market price exists, the market value is established by way of appropriate valuation methods. 57 Notes to the Consolidated Financial Statement | 2012 Changes in value are disclosed in equity via a revaluation provision, with due allowance for deferred taxes. If the asset is derecognized, the revaluation provision is released and recognized in the income statement. Financial assets measured at fair value through profit or loss include those “held for trading”. Any changes in the fair value of financial assets in this category are recognized in profit or loss at the time of value increase or impairment. Shares in non-consolidated affiliated undertakings recognized under financial assets are carried at the lower of acquisition cost and fair value. Participating interests are measured at market price or fair value. Should these values not be available, the assets will be measured at acquisition cost. Shares in non-consolidated subsidiaries or participating interests are derecognized on disposal to parties outside the group. Loans and receivables, together with any financial assets for which published price quotations in an active market are not available and whose fair value cannot be determined reliably, are measured – to the extent that they have a fixed term – at amortized cost using the effective-interest method. This is the amount at which a financial instrument was measured at initial recognition, minus any principal repayments and any non-scheduled write-downs on impairment or non-recoverability. Should there be any difference between the initial amount and the amount repayable upon maturity (premium), the amortized costs will include the cumulative spread of the premium over the term via the effective interest method. As a general rule, the amortized cost of current receivables and liabilities or financial instruments without fixed maturities is the nominal amount or the repayment amount. In accordance with IAS 39, regular checks are carried out to assess whether there is any objective evidence of impairment. Dubious financial assets, where it is highly unlikely that funds will ever be received, are fully written off. If doubts exist as to their recoverability, the receivables will be recognized at their probable recoverable amount by way of consideration of the potential default risk. Once identified, an impairment loss is recognized as an expense and recorded in an allowance account; a direct write-off of the financial asset does not take place. If available-for-sale financial assets suffer sustained impairment, any positive balance in the revaluation provision is initially used to offset the impairment before the residual amount is realized in profit and loss. If the revaluation provision is already negative, the impairment is posted as an expense. In the case of financial instruments measured at amortized cost, subsequent appreciations in value are written up to a maximum of the carrying value that would have ensued had there been no impairment. If the subsequent increases in value affect held-for-sale financial assets, the reversal in the case of loan capital instruments is recognized in profit or loss, whereas reversals on equity instruments are recognized directly in equity. If the assets are measured at amortized cost, subsequent appreciations are not taken into account. Financial liabilities are measured at amortized cost using the effective interest method. These liabilities are recognized as either current or non-current depending on the due date of the payment. Liabilities are derecognized on settlement or when the reasons for recognizing a liability no longer apply. The group uses derivative financial instruments solely for hedging purposes, notably interest-rate swaps in order to protect against interest-rate exposures, and currency futures to hedge against the risk of exchange-rate shifts. Derivative financial instruments that comply with IFRS hedging requirements are designated as part of a hedging relationship and recognized at settlement date. They are measured at fair value. The fair values are calculated by applying present value and option price models. As far as possible, the relevant market prices and interest rates observed at the balance-sheet date, which are derived from recognized sources, are used as the input parameters for these models. Insofar as they apply to the effective portion of the derivative financial instrument, changes in market value – after allowing for deferred taxes – are shown in equity as unrealized gains or losses until the income effect of the underlying transaction is realized. Ineffective parts of derivatives are in principle recognized in the income statement. Depending on term and market value, these instruments are carried under current or non-current financial assets or liabilities. Derivatives are derecognized on settlement. 58 Derivative financial instruments that do not comply with IFRS hedging requirements are disclosed as financial instruments held for trading purposes and recognized on the settlement date. They are measured at fair value. The fair values are calculated by applying present value and option price models. As far as possible, the relevant market prices and interest rates observed at the balance-sheet date, which are derived from recognized sources, are used as the input parameters for these models. Changes in fair value are recognized as interest income. Depending on term and market value, these instruments are carried under current or non-current financial assets or liabilities. Derivatives are derecognized on settlement. The fair-value measurement of financial instruments follows a three-level hierarchy, whereby the valuation parameters used are classified according to their proximity to an active market. ■■ Level 1: Quoted prices in active markets for identical financial assets and liabilities ■■ Level 2: Parameters other than quoted prices that are either directly (price) or indirectly (derived for the price) observable ■■ Level 3: Factors not based on observable market data The net gains and losses in the “loans and receivables” category are explained in section II.A.8 and comprise revaluation gains and income from loans and receivables written down, as well as corresponding impairments and derecognitions which are entered under distribution costs. The net gains and losses in the “financial instruments held for trading purposes” category are shown under interest income (section II.A.8) and comprise solely market value changes and interest payments from derivates that do not comply with IFRS hedging requirements. Derivates are held for hedging purposes only and are not traded. No significant gains or losses were reported in the “held for trading”, “held to maturity” and “held for sale” categories of financial asset. 9. Customer-specific construction contracts Customer-specific construction contracts usually span several reporting periods. If the income from a construction contract can be estimated reliably, the revenues and costs associated with the contract should be disclosed as the project progresses in line with the degree of completion (PoC method), and not later when the main risks / rewards have been transferred or the services rendered. The percentage of a contract completed is determined using the ratio of costs incurred against the estimated total cost (cost-to-cost method). If the income from a construction contract cannot be estimated reliably, revenue is recognized only in the amount of the contract costs incurred which are likely to be collected; contract costs are recognized in the period in which they are incurred. The orders are carried under receivables or liabilities from percentage of completion. If the cumulative performance of the contract (cost and income) exceeds advance payments in individual cases, the construction contract must be carried on the assets side of the balance sheet under “future receivables from construction orders” in line with the PoC method. If the balance remains negative even after deduction of advance payments, the negative balance is carried as a “liability from construction contracts” under “future payables from construction orders”. Anticipated losses from such contracts are covered by write-downs or provisions, taking all identifiable risks into account. 59 Notes to the Consolidated Financial Statement | 2012 10. Inventories and biological assets 11. Discontinued business operations Pursuant to IAS 2, inventories are measured at the lower of acquisition or manufacturing cost (or average acquisition or manufacturing cost) and net realizable value. The net realizable value reflects the estimated achievable sales proceeds in the normal course of business less estimated distribution costs. The production costs of unfinished and finished buildings include all costs directly allocable to development as well as an appropriate portion of allocable overheads. Sales costs, general administration costs and interest on external borrowing are not capitalized unless the provisions of IAS 23 apply. Biological assets are measured according to the provisions of IAS 41. These include juvenile fish from breeding and farming, up to harvest maturity. From the time of initial recognition and thereafter, they are recognized at fair value, less costs to sell. As the fair value – the amount at which an asset is exchanged or a debt paid between competent, contractually willing and mutually independent business partners – cannot be accurately determined at initial recognition, the asset is initially valued at acquisition cost or cost of manufacture. Discontinued operations are recognized as soon as any component of an entity that can be clearly distinguished from the rest of the entity is classified as held for sale, or has already been disposed of and such business division either The fair value of a biological asset is determined hierarchically as follows. a) Price on the relevant market b) Surrogate for the market price if a market price pursuant to a) above is not observable c) Present-value method if neither a) nor b) above can be applied Since there is no active market for live fish during farming in land-based or freshwater habitats, measurement takes place according to IAS 2. A market does, however, exist for live fish farmed in saltwater habitats, and this is oriented to the live weight of the various species of fish and is geared to the price of the processed fish. Fair-value measurement of Atlantic salmon (Salar) takes place as from a live weight of 4 – 4.5 kg, and for the Coho and trout species as from a live weight of 2 – 2.5 kg. In this case, the fair value is the market price at the end of the month, less estimated production costs and costs of sale. The live weight is determined by removing and measuring live fish. Fish that have not reached the designated weight are valued according to IAS 2. On the basis of improved findings, the harvested weight for Salar was set at 4.5kg (previous year: 4.0kg), that for Coho and salmon trout at 2.5kg (previous year: 2.0kg) on 31 December 2012. This change has little significance in terms of the consolidated income statement, resulting in a profit in the fair-value measurement of TEUR 411 for the reporting year. The market price is derived from the FIS (Fish Information & Services) price for salmon trout and Coho, and the Urner Barry price for Salar in the last week of the financial year. The published prices (i.e. free-on-board (FOB) prices in the destination market) are adjusted to take account of customary Chilean FOB prices. The fair value calculated is compared with the cumulative acquisition or manufacturing costs incurred so far, and any gain or loss in value recorded in a separate item under manufacturing costs in the current results. Biological assets maintained in saltwater are reported under current assets, whereas freshwater assets are classified as non-current assets. ■■ represents a separate major line of business or a geographical area of operations, or ■■ is part of a single coordinated plan to dispose of a separate, significant line of business or geographical area of operations, or ■■ is a subsidiary acquired solely with a view to resale. The associated assets and liabilities are disclosed on the balance sheet as “held for sale” and measured at the lower of their carrying amount and fair value less costs to sell. Scheduled write-downs are no longer recognized as from the date of reclassification. Income from discontinued business is carried separately in the income statement from on-going operations. 12. Deferred taxes Tax assets and liabilities are accrued to cover any temporary differences of assets and liabilities between the tax base and the IFRS balance sheet, as well as to cater for consolidation processes that affect the income statement. Deferred taxes are recognized in the amount expected to be paid or recovered in subsequent fiscal years based on the tax rate enacted at the time of recognition. If the temporary differences concern goodwill or the initial recognition (with the exception of mergers) of other assets and liabilities arising from transactions that affect neither the taxable income nor the net income for the year, the deferred tax asset or liability will be recognized neither at the date of initial recognition nor afterwards. If deferred taxes result from the initial recognition of a company merger, the fiscal effect of this recognition must be included. Deferred taxes arising from temporary differences in connection with participations in subsidiaries, associates and joint ventures are disclosed only if the group is unable to determine the point in time of the reversal of the temporary differences and it is unlikely that the difference will be reversed in the foreseeable future. Deferred tax assets, which also include tax reduction claims from the expected future utilization of tax loss carryovers, are reported only if the realization of these deductions is reasonably certain. Deferred taxes are measured by applying the tax rates that, under current provisions of the law, would apply in the future when the temporary differences will probably be reversed. The effect on deferred tax assets and liabilities of changes in tax laws is recognized in the period that the law is enacted. Deferred tax assets are set off against deferred tax liabilities in accordance with IAS 12.74. The consolidated tax rate is 17.15 % (previous year: 17.15 %). 13. Provisions for pensions The valuation of pension provisions is made according to IAS 19 using the projected-unit credit method. This method takes account not only of known pensions and known earned future pension entitlements at the balance-sheet date, but also of expected future increases in pensions and salaries based on cautious estimates of all relevant parameters. Any year-end differences between defined pension obligations and the fair value of any plan obligations (actuarial gains and losses) are recognized as income or expense only if such gains and losses exceed 10 % of the present value of the total obligations. From the following year on, the resulting differences are distributed over the average remaining 60 61 Notes to the Consolidated Financial Statement | 2012 period of service of the entitled employees and recorded as income or expense. The interest component included in the pension expenses is shown in the operating result as personnel expenses. Insofar as plan assets exist, they are offset against pension provisions. Income from plan assets is offset against personnel expenses. 14. Other provisions Other provisions are accrued if a past event results in a current obligation to third parties, it is probable that resources will be used to meet this obligation, and the anticipated amount of the required provision can be estimated reliably. Provisions for obligations which, in all probability, will not lead to an outflow of resources in the subsequent year are discounted at prevailing market rates and carried at the present value of the expected outflow of resources, provided the interest effect is material. The discount factor is based on market interest rates with matching maturities. Provisions are not offset against recourse claims. An existing right will be recognized as an asset only if reimbursement is virtually certain and the amount to be reimbursed can be reliably estimated. Any increases in provisions resulting exclusively from the compounding of interest are recorded in the income statement as interest expenses. 15. Treatment of leasing contracts Leasing contracts are classified as finance leases when the leasing conditions transfer all important risks and opportunities associated with ownership to the lessee. All other leasing activities are known as operating leases. When finance leasing property is rented, the assets are disclosed at the beginning of the lease under tangible assets at the fair value of the leased property or, if lower, at the present value of the minimum future lease payments, while the corresponding liabilities to the lessor are recognized in the balance sheet as liabilities from financial services. This tangible fixed asset is depreciated and the liability eliminated over the term of the leasing arrangement. The difference between the total leasing obligations and the fair value of the leased property is distributed over the term of the leasing arrangement in the statement of income to ensure that a constant interest rate applies to the remaining balance for the periods involved. Rents and leasing payments arising from operating leasing arrangements are recognized on a straight-line basis over the term of the contract. 16. Assumptions and estimates The consolidated financial statement is prepared on the basis of a number of accounting estimates and assumptions that have an effect on the recognition and measurement of items on both the balance sheet and the income statement. The amounts ultimately realized may differ from these estimates. Estimates are necessary particularly during: The estimates applied were made on the basis of historical data and other relevant factors, including the assumption of the group as a going concern. Continuously verified, all estimates and assumptions are made to the best of our knowledge and belief with the aim of providing a true and fair picture of the earnings, assets, and financial position of the group. The assessment of goodwill and other assets also calls for the forecasting and discounting of future cash flows. The cash flow forecasts are based on projections resulting from financial plans approved by management. Other material assumptions relate to the discounting factor and the tax rates. Any change in the key factors which are applied in the impairment review of goodwill may possibly result in impairment losses of different amounts being recognized. Investment property is measured at fair value. By and large, the discounted cash-flow method using future cash flows is used to determine the current market value of investment property, with estimates and assumptions on, above all, market rental values, vacancy periods, operating costs and market- or property-specific interest rates forming the basis of the calculations. These may deviate from actual later developments. Although useful lives are generally defined using a standardized group table, different values may be applied if estimates diverge substantially from the standard. In addition, all useful lives are verified once a year and adjusted where necessary. The effective useful life may differ from the estimate. Dubious receivables are measured on the basis of the maturity structure of the receivable, the creditworthiness of the customer and past experience. The losses effectively incurred may not correspond to the forecasts. Depending on the underlying transaction, the measurement of provisions may be sophisticated and require substantial judgment and a number of estimates. Management’s assumptions about the timing and amount of settlement are based on historical data, estimates and discounting factors. As such, the effective outflow of economic resources may differ from the valuation / allocation of funds to the provisions. Deferred tax assets on losses carried forward are shown in the accounts based on an estimate of the future realizability of the tax advantages, i.e. if sufficient tax income or reduced charges can be anticipated. The actual tax situation in future periods, and the extent to which tax loss carry-forwards may effectively be used, may differ from the assessment made at the date the deferred tax assets are recognized. Fair values for financial derivatives are calculated by applying present-value and option-price models. The risk- and maturity-adjusted indicators observed at the balance-sheet date, which are derived from recognized sources and can be monitored on active markets, are used as the input parameters for these models. Interest swaps and forward exchange transactions are measured on the basis of inputs other than price, but which can nonetheless be indirectly monitored. For this reason, the measurement of interest swaps and forward exchange transactions is assigned to level 2 of the fair-value hierarchy according to IFRS 7.27A. The effective development of the input parameters can vary from the assessment conducted on the balance-sheet date. If the effective developments deviate from the expected ones, the assumptions and, if necessary, the carrying amounts of the affected assets and liabilities will be adjusted accordingly. At the time the consolidated financial statements were prepared, there was no indication of significant changes in the assumptions and estimates used for accounting and valuation, and it can be assumed that the carrying amounts of the affected assets and liabilities will not need to be materially adjusted in the following business year. ■■ assessment of the need for and measurement of impairment losses on tangible and intangible assets, and the definition of discount and capitalization interest rates when valuing investment property and inventories; ■■ determination of the useful life of a depreciable asset; ■■ assessment of the need for and measurement of impairment losses on loans and receivables, and recognition and measurement of pension and other provisions; ■■ assessment of the realizability of deferred tax assets; ■■ selection of the parameters to be applied during model-based measurement of derivative financial instruments. 62 63 Notes to the Consolidated Financial Statement | 2012 II. Notes to individual items The cost of sales of the Seafood division includes fair-value adjustments in connection with the sale and processing of fish after they have attained a certain live weight (see I.C.10) and amount to the following. A. Notes to the income statement The Seafood division was integrated in the group on 1 July 2011; as such, the figures for the previous year are comparable only to a limited degree. Fair-value adjustment based on live weight Fair-value adjustment based on sale 1. Sales revenues 01.07. – 31.12.2011 TEUR TEUR – 14,745 8,670 2,731 – 5,661 – 12,015 3,009 2012 2011 TEUR TEUR Construction & Real Estate division 388,782 263,127 Hotels division 215,779 216,645 Seafood division 81,136 39,483 Other proceeds 24,364 24,973 2012 2011 – 37,345 – 76,462 TEUR TEUR 672,716 467,766 – 13,019 – 9,602 Personnel costs – 7,928 – 6,639 Domestic sales revenues amounted to TEUR 509,010 (previous year: TEUR 349,953). Commissions – 7,585 – 10,468 Write-downs – 1,040 – 1,088 2. Cost of sales Maintenance, operating costs – 805 – 912 Less inter-group revenues Depreciation includes write-downs of TEUR 143 (previous year: TEUR 141) on the usage value pursuant to IAS 36 of a domestic hotel building. 3. Distribution costs PR, media advertising Valuation allowances 82 – 269 – 6,354 – 4,790 – 36,649 – 33,768 – 42,660 2012 2011 – 28,889 – 25,353 TEUR TEUR Facility management – 21,408 – 29,129 Personnel costs – 28,956 – 26,523 Lease expenses – 18,928 – 18,576 Auditing / consulting – 1,467 – 1,088 Hotel activities / cost of goods employed – 12,270 – 13,524 Rents and leasing – 1,288 – 905 – 6,132 – 514 Write-downs – 884 – 604 Fleet – 561 – 570 – 98 – 544 – 10,461 – 6,435 – 43,715 – 36,669 2011 2012 TEUR TEUR Sale of land and buildings / portfolio management – 153,973 – 64,886 Personnel costs – 120,236 – 108,429 Seafood / cost of goods employed, fair value – 86,240 – 24,435 Maintenance, operating costs – 49,761 Appreciation / depreciation General contractor and associated activities Other cost of sales – 21,947 – 28,082 – 519,784 – 355,588 Other costs 4. Administration costs Maintenance, operating costs Other costs 64 31.12.2012 65 Notes to the Consolidated Financial Statement | 2012 5. Other operating income 8. Financial result 2012 2011 2011 TEUR TEUR 40 227 – 34 2,444 2,926 2,484 3,187 TEUR TEUR 38,110 120,307 Price gains / gains on the sale of equities 3,431 8,713 Gains on the disposal of participating interests 2,226 – Proceeds from the release of provisions 2,052 204 Grants / compensation payments 2,030 526 Allocated charges within the group 106 196 Gains from the disposal of fixed assets – 4 8,678 Interest expenses – 62,350 – 64,182 3,529 3,265 Minority interests – 10,194 – 17,177 51,480 141,889 – 72,544 – 81,359 – 70,060 – 78,172 Changes in the market value of real estate Other The change in the market value of real estate refers to investment property only. It is unrealized, and results largely from the revaluation of investment property at fair value. Gains from the disposal of participating interests relate mainly to the disposal of our stake in design hotels AG, Berlin. Proceeds from the release of provisions result mainly from the transfer of a provision for impending losses, as well as from the release of leasing provisions. Gains from the disposal of fixed assets in the previous year relate mainly to the building at Denninger Strasse 165 in Munich and the sale of operating and business equipment at the Sheraton Seehof in Davos. The building at Denninger Strasse 165, Munich was leased back from SHKG. Expenses in connection with the leasing agreement are disclosed in the administrative costs. 6. Other operating expenses 2012 2011 TEUR TEUR Price losses / losses on the sale of equities – 4,651 – 12,206 Non-allocable personnel costs – 1,077 – 863 – 52 – 155 – 4,473 – 4,620 – 10,253 – 17,844 Losses from the disposal of fixed assets Other 7. At-equity result As in the previous year, the result from investments accounted for using the equity method essentially involved the Beverages division, which is consolidated “at equity”. 66 2012 Other financial income Income from participating interests Income from other securities Interest income Other financial expenses Since, under IAS 32, minority interests in consolidated partnerships are to be reported as debt capital, the proportionate earnings of such interests are disclosed under investment income or expenses. Net interest income from financial instruments assigned to the IAS 39 measurement categories comprises the following. 2012 2011 TEUR TEUR Loans and receivables (A-LR) 2,439 2,607 Financial assets at fair value through profit or loss (A-FV) – 159 – 275 Financial liabilities at fair value through profit or loss (L-FV) – 10,474 – 7,609 Financial liabilities measured at amortized cost (L-AC) – 51,022 – 54,496 – 59,216 – 59,773 The income relates to interest-bearing “other” financial liabilities, the expenses largely to interest payable on loans and to the ineffective portion of cash-flow hedges (TEUR – 215, previous year: TEUR + 254). 9. Income tax expenses Current taxes Deferred taxes 2012 2011 TEUR TEUR – 9,106 643 5,615 – 4,004 – 3,491 – 3,361 67 Notes to the Consolidated Financial Statement | 2012 Current taxes are attributable largely to the business year under review and comprise the following: TEUR 4,430 (previous year: TEUR 200) in corporation tax and solidarity surcharge, TEUR 4,339 (previous year: TEUR 171) in trade tax, and TEUR 337 (previous year: TEUR 272) in taxes due to fiscal authorities abroad. The following deferred tax assets and liabilities in the balance sheet relate to recognition and measurement differences for the individual balance sheet items. 31.12.2012 31.12.2011 Assets TEUR Liabilities Assets TEUR Liabilities Fixed assets 1,276 – 9,225 3,251 – 9,126 Inventories, receivables, other assets 3,264 – 4,671 4,211 – 5,438 Provisions 3,150 – 78 3,075 – 984 – 348 960 – 2,057 – – 539 – – 8,187 28,235 – 29,976 – 2,859 – 491 2,316 – 490 39,767 – 15,352 43,789 – 25,298 – 11,169 11,169 – 13,058 13,058 28,598 – 4,183 30,731 – 12,240 Liabilities Special tax-allowable items Losses carried forward Other Gross amount Offsets Deferred tax assets The taxes incurred in the group are trade and corporation tax; the tax rates on which the calculation of the deferred taxes is based are 17 % for the trade tax and up to 33 % if both trade and corporation tax are applicable. The provisions on extended trade tax reduction for real estate companies were taken into account when calculating deferred taxes. For this reason, deferred taxes are recognized only to a part of the recognition / measurement differences concerning real estate and special tax-allowable items in the consolidated result. Temporary differences between the IFRS balance sheet and the tax balance sheet arising from investments in subsidiaries and investments accounted for using the equity method for which no deferred tax liabilities were recognized, as permitted by IAS 12.39, came to TEUR 43,076 (previous year: TEUR 46,077). Deferred tax assets for tax loss carry-forwards are recognized only within a 3- to 5-year planning horizon for the respective company. Trade tax and corporation tax loss carry-forwards for which no deferred tax assets were recognized came to TEUR 45,401 (previous year: TEUR 47,218) and TEUR 17,028 (previous year: TEUR 17,110) respectively. Deferred tax assets were also not recognized in respect of unused foreign tax loss carry-forwards in the Hotels division amounting to TEUR 5,991 (previous year: TEUR 4,450). In the previous year, domestic trade tax loss carry-forwards amounting to TEUR 4,268 were no longer recognized due to company restructuring in the Hotels division. In addition, deferred taxes are explained in more detail in the section on accounting and valuation methods. The tax expense reported deviates from the expected tax expense, and the table below explains the reasons for this discrepancy. 2012 TEUR TEUR 61,269 96,802 – 10,508 – 16,602 Tax-exempt income 19,595 21,661 Variances due to different tax rates – 5,050 – 2,474 Non-deductible expenses – 7,550 – 4,724 Taxes unrelated to the accounting period – 1,276 – 517 Valuation allowance for recognized tax loss carry-forwards – 541 – Subsequent recognition of tax loss carry-forwards 1,568 – Profit before taxes Expected income tax at 17.15 % (previous year: 17.15 %) Losses prior to intra-Group transfers – 61 – Other fiscal effects 332 – 705 – 3,491 – 3,361 Income tax expenses The effective tax rate in the year under review was 5.7 %, compared with 3.5 % in the previous year. 10. Income from discontinued operations In the previous year, the assets and liabilities of the group’s discontinued South African operations were disclosed on the balance sheet as “held for sale” and measured at the lower of their carrying amount and fair value. Sale of the assets and liabilities took place during the 2011 business year. The carrying amounts of the assets and liabilities “held for sale” in the business year relate solely to the former Aircraft Leasing division and were as follows on the respective accounting dates. 31.12.2012 31.12.2011 TEUR TEUR 13,247 36,939 4,164 3,861 Trade-account receivables 42 429 Other current assets 54 119 – 15,097 17,507 56,445 3,943 9,823 – 6,269 1,157 3,149 Trade-account payables 2 1 Other current liabilities 12 269 Other current provisions 328 537 5,442 20,048 Tangible assets Other non-current receivables and assets Cash Assets held for sale Provisions for taxation Other non-current provisions Deferred tax liabilities Liabilities held for sale 68 2011 69 Notes to the Consolidated Financial Statement | 2012 B. Notes to the balance sheet Income and expenses arising from the Aircraft Leasing division were as follows. Sales revenues Gains / losses from the disposal of assets Costs and expenses Income from discontinued operations before tax Income tax expenses Income from discontinued operations after tax Of which attributable to non-controlling interests Of which attributable to shareholders of the parent company 2012 2011 TEUR TEUR 7,250 21,439 – 5,742 – – 528 – 24,024 980 – 2,585 95 443 1,075 – 2,142 – – 1,075 – 2,142 Income and expenses arising from the discontinued operations in South Africa in the previous year were as follows. 2011 1. Intangible assets Intangible assets comprise the following. 31.12.2012 31.12.2011 TEUR TEUR Goodwill 5,213 5,278 Other intangible assets 7,873 8,110 13,086 13,388 The intangible assets developed as follow, categorized by group. Goodwill As at 01.01.2011 Acquisition costs Write-downs Carrying amount TEUR TEUR TEUR 91,227 – 89,327 1,900 3,017 – 3,107 TEUR Sales revenues 12,398 Changes in the scope of consolidation Gains / losses from the disposal of assets 15,301 Currency translation Costs and expenses Income from discontinued operations before tax – 12,376 As at 31.12.2011 – 361 – 89,327 5,278 – 65 – – 65 94,540 – 89,327 5,213 15,323 Currency translation Income tax expenses – 2,282 Income from discontinued operations after tax 13,041 Of which attributable to non-controlling interests Of which attributable to shareholders of the parent company 361 94,605 – 13,041 Shares in income attributable to non-controlling interests existed neither in the financial year under review nor in the previous year. Thus, income from discontinued operations after tax corresponds exactly to the shares of income attributable to shareholders of the parent company. Costs and expenses for the previous financial year included domestic gains on foreign currency hedges amounting to TEUR + 4,640 opposed by exchange-rate losses arising from the measurement of trade-account receivables on the balance-sheet date of TEUR – 848 incurred in the context of our activities in South Africa. As at 31.12.2012 As in the previous year, goodwill stemmed from the Construction & Real Estate and Seafood divisions, with carrying amounts of TEUR 1,900 and TEUR 3,313 respectively. The changes compared with the previous year result entirely from currency translation. Goodwill in the divisions is tested for impairment regularly at the end of the year or, should there be indications of impairment, by applying the discounted earnings method to determine values based on multi-year planning using a risk-adjusted discount rate and taking taxes into account. Goodwill is tested for impairment regularly at the end of the year by applying the discounted earnings method to determine values based on multi-year planning using a risk-adjusted discount rate and taking taxes into account. Calculations are based on a 5-year planning horizon, a discount rate of 8.2 % and 8.53 %, and a growth discount of 1.0 %. 11. Share of income attributable to non-controlling interests As in the previous year, shares in income attributable to non-controlling interests related to the Hotels division. 70 71 Notes to the Consolidated Financial Statement | 2012 Other intangible assets As at 01.01.2011 Acquisition costs Write-downs Carrying amount TEUR TEUR TEUR 26,598 – 19,921 6,677 Acquisition costs and write-downs developed as follows, categorized by group. Undeveloped land Changes in the scope of consolidation Currency translation Additions Adjustments 1,039 – 1,039 124 3 127 2,455 – 2,758 – 303 – 43 43 – Transfers 575 – 575 Disposals – 316 311 – 5 30,432 – 22,322 8,110 As at 31.12.2011 Currency translation – 21 3 – 18 Additions 2,390 – 3,309 – 919 Transfers 700 – 700 Disposals – 21 21 – 33,480 – 25,607 7,873 As at 31.12.2012 As at 01.01.2011 Changes in the scope of consolidation Currency translation Acquisition costs Write-downs Carrying amount TEUR TEUR TEUR 10,590 – 2,820 7,770 3,971 – 3,971 475 – 475 15,036 – 2,820 12,216 Currency translation – 86 – – 86 Disposals – 65 51 – 14 14,885 – 2,769 12,116 Acquisition costs Write-downs Carrying amount Developed land TEUR TEUR TEUR As at 01.01.2011 484,683 – 116,249 368,434 10,291 – 10,291 930 – 78 852 1,735 – 9,049 – 7,314 Transfers / IFRS 5 – 17,377 8,065 – 9,312 Disposals – 33,635 12,775 – 20,860 As at 31.12.2011 446,627 – 104,536 342,091 As at 31.12.2011 As at 31.12.2012 As in the previous year, there were no non-scheduled write-downs on intangible assets. Changes in the scope of consolidation 2. Tangible assets Currency translation Additions Tangible assets are structured as follows. Undeveloped land Developed land Aircraft Technical equipment, operating and business equipment Payments on account, assets under construction, pre-construction costs 31.12.2012 31.12.2011 TEUR TEUR 12,117 12,216 342,190 342,091 – 212 16 – 196 6,199 – 8,736 – 2,537 5,309 5,792 Additions 76,844 71,039 Transfers 2,889 – 2,889 3,549 4,618 Disposals – 323 266 – 57 440,009 435,756 455,180 – 112,990 342,190 Some of the tangible assets are pledged as collateral on loans. The remaining aircraft in the tangible assets is chartered. There is no intention to sell this aircraft. 72 Currency translation As at 31.12.2012 The transfer of developed land during the financial year relates mainly to refurbishment work carried out in a German hotel and the completion of conversion work within the Seafood division. Of land with a total residual carrying value of TEUR 342,190 (previous year: TEUR 342,091), TEUR 106,246 (previous year: TEUR 110,005) was pledged as collateral on bank loans on the balance sheet date. 73 Notes to the Consolidated Financial Statement | 2012 Acquisition costs Write-downs Carrying amount TEUR TEUR TEUR As at 01.01.2011 3,332 – 832 2,500 – 8,431 Additions 8,642 – 8,642 157,055 – 137,698 Write-ups – 8 – – 8 – 99,347 62,407 – 36,940 Transfers – 6,337 – – 6,337 19,320 – 13,528 5,792 Disposals – 179 – – 179 As at 31.12.2011 5,450 – 832 4,618 Additions 6,902 – 6,902 Transfers – 7,971 – – 7,971 4,381 – 832 3,549 Acquisition costs Write-downs Carrying amount TEUR TEUR TEUR 413,420 – 224,559 188,861 Additions – – 8,431 Disposals – 294,753 Aircraft As at 01.01.2011 Transfers / IFRS 5 As at 31.12.2011 Additions As at 31.12.2012 – – 483 – 483 19,320 – 14,011 5,309 The disposal in the previous year resulted from the scheduled sale of 11 aircraft. The remaining four aircraft will be disclosed under Transfers / IFRS 5 pending sale. Two further aircraft from the inventory of the discontinued division were sold during the current business year. The remaining asset is a chartered aircraft which is, therefore, not available for disposal. Technical equipment, operating and business equipment As at 01.01.2011 Changes in the scope of consolidation Currency translation Acquisition costs Write-downs Carrying amount TEUR TEUR TEUR 179,369 – 139,642 39,727 22,898 – 22,898 Payments on account, assets under construction, pre-construction costs As at 31.12.2012 Non-scheduled write-downs and write-ups on tangible assets totaled TEUR 143 (previous year: TEUR 659). 3. Investment property The balance-sheet amount can be broken down as follows. Land with residential buildings Land with offices and other buildings 2,993 – 490 2,503 15,031 – 14,284 747 Buildings on third-party land Adjustments 1,241 – 870 371 Land with third-party building leases Transfers 6,367 – 774 5,593 Disposals – 13,113 12,313 – 800 As at 31.12.2011 214,786 – 143,747 71,039 Additions Currency translation – 541 148 – 393 Additions 20,577 – 18,319 2,258 Write-ups – 144 – – 144 Transfers 4,381 – 4,381 Disposals – 4,365 4,068 – 297 As at 31.12.2012 234,694 – 157,850 76,844 Assets under construction 31.12.2012 31.12.2011 TEUR TEUR 150,203 154,986 1,806,812 1,552,455 320 250 45,461 42,025 – 511 2,002,796 1,750,227 Investment property is measured at fair value. Measurement of fair value is based on the discounted cash flow (DCF) method according to the International Valuation Standards, via which present values are calculated dynamically. Taxes, capital costs, and any block discounts or surcharges are ignored. By and large, the transfers arise from the completion of renovation work in several German hotels. Of technical and other equipment, operating and business equipment with a total residual carrying value of TEUR 76,844 (previous year: TEUR 71,039), TEUR 0 (previous year: TEUR 126) was pledged as collateral on bank loans on the balance sheet date. 74 75 Notes to the Consolidated Financial Statement | 2012 The carrying amounts developed as follows. The aggregated financial information for the associates was as follows. 2012 Value 01.01. 2011 TEUR TEUR 1,750,227 1,594,134 31.12.2012 TEUR TEUR Assets 656,825 631,444 Liabilities 413,951 410,787 604,542 591,141 17,749 7,046 Additions 221,088 43,531 Proceeds Transfers – – 1,920 Profit or loss for the period Disposals – 6,629 – 5,825 Change in market value 38,110 120,307 2,002,796 1,750,227 Value 31.12. The additions in the reporting year resulted mainly from the purchase of an item of property in Munich and from construction costs for new builds on land in our portfolio in Munich and Berlin. The disposals largely involve the sale of various properties in Leipzig, Dresden and Munich. By the end of the year, significant contractual obligations to buy, construct or develop investment property existed on the customary scale. On the balance-sheet date, the group held investment property secured by mortgages to the value of EUR 1,655 million (previous year: EUR 1,515 million). This real estate generated rental income of TEUR 100,289 (previous year: TEUR 93,416). The principal underlying contracts, some of which feature renewal options, are usually concluded for a term of between five and ten years. The rental income is offset by directly attributable costs of TEUR 24,137 (previous year: TEUR 33.316). The decision in the previous year to dispose of our stakes in aovo Touristik AG and design hotels AG went ahead as planned in the year under review. On 31 December 2012, our interest in Son Vida S.A., Palma de Mallorca, Spain was included in the consolidated financial statement for the first time using the equity method. The result of this first full-year inclusion of TEUR 1,662 was recognized in the income statement in the current business year. Unrecognized proportional losses of TEUR – 746 (previous year: TEUR – 1,397) were generated by participating interests in the field of construction and real estate in the reporting year. Unrecognized proportional losses totaled TEUR – 2,403 (previous year: TEUR – 1,785). With the exception of Son Vida S. A., the financial information of all equity-accounted companies listed refer to an effective date of 31 December 2012. 5. Other financial assets 4. Equity-accounted participating interests The equity-measured interests are as follows, arranged by division. 31.12.2012 Beverages division Hotels division Construction & Real Estate division 31.12.2011 TEUR TEUR 142,383 134,244 3,063 836 230 1 145,676 135,081 Participating interests are measured according to the proportional equity of the subsidiary. The income of TEUR 17,534 (previous year: TEUR 9,188) resulting from the updated carrying values of participating interests was recognized in the income statement under income from equity-accounted interests. 76 31.12.2011 31.12.2012 31.12.2011 TEUR TEUR Equity interests in affiliates 191 191 Other participating interests 21 21 Securities held as fixed assets 29 1,251 Other loans 460 303 Carrying amount 701 1,766 6. Deferred tax assets Please refer to the section on accounting and valuation methods and the notes to the income statement under II.A.9 for an explanation of deferred tax assets. 77 Notes to the Consolidated Financial Statement | 2012 7. Inventories and biological assets Unit of measurement 31.12.2012 31.12.2011 TEUR TEUR Saltwater (current) 23,028,565 kg 6,127 5,126 Freshwater (non-current) 13,490,642 Units Undeveloped land 67,221 37,059 Pre-construction costs 14,330 9,541 Biological assets 64,327 47,816 Land with unfinished buildings 87,720 80,387 Land with finished buildings 42,228 61,628 Other 37,183 29,337 319,136 270,894 5,490 9,693 Raw materials and supplies Of which non-current The unfinished goods and services relate mainly to building land intended for sale. In past years, write-downs on unfinished goods and services totaling EUR 1.572 million have been undertaken for reasons of commercial prudence pending adoption of the new construction plan for Palma de Mallorca. The adjustments relate to the Puigforfila land holding. Write-downs on inventories totaling TEUR 987 (previous year: TEUR 124) and write-ups of TEUR 1,560 (previous year: TEUR 1,479) were undertaken in the context of loss-free valuation and disclosed under “cost of sales”. Writedowns on inventories totaling TEUR 3,189 (previous year: TEUR 0) were undertaken in the context of the loss-free valuation of biological assets not measured at fair value. Production costs Fair-value adjustment Market price adjustment Total TEUR TEUR TEUR TEUR 76,396 – 14,369 – 3,189 58,837 5,490 – – 5,490 81,886 – 14,369 – 3,189 64,327 Production costs Fair-value adjustment Market price adjustment Total TEUR TEUR TEUR TEUR 36,342 1,781 – 38,123 9,693 – – 9,693 46,035 1,781 – 47,816 Biomass as at 31.12.2012 Unit of measurement Biomass as at 31.12.2011 Saltwater (current) 12,086,500 kg Freshwater (non-current) 23,654,585 Units 2012 2011 TEUR TEUR Biological assets as at 01.01. (previous year: 01.07.) 47,816 36,627 Additions 93,246 61,654 – 58,801 – 59,135 – 3,189 – – 14,745 8,670 64,327 47,816 Sales / disposals Impairment assets, measured at cost Fair-value adjustment based on live weight Biological assets as at 31.12. The structure and development of the biological assets is as follows. Salar, Coho, salmon trout Eggs, smolts 31.12.2012 31.12.2011 TEUR TEUR 58,837 38,123 5,490 9,693 64,327 47,816 Borrowing costs to the tune of TEUR 1,323 (previous year: TEUR 920) were capitalized. The underlying interest rate was 3.36 % in the year under review, compared with 4.1 % in the previous year. Land held as inventories with a value of TEUR 42,170 (previous year: TEUR 10,370) is secured by way of mortgage. 8. Trade-account receivables 31.12.2012 31.12.2011 TEUR TEUR 4,012 7,544 161 538 1,434 1,170 Other trade-account receivables 39,035 34,357 Gross amount 44,642 43,609 Less individual value adjustments – 3,571 – 3,607 Carrying amount 41,071 40,002 Receivables from the disposal of land holdings Receivables from general contracting Receivables from rental agreements 78 79 Notes to the Consolidated Financial Statement | 2012 The individual value adjustments developed as follows. The value adjustments developed as follows. 2012 2011 2012 2011 TEUR TEUR TEUR TEUR 3,607 3,196 2,799 3,518 2 – 4 36 – 62 Usage – 692 – 627 Usage – 1,716 – 617 Release – 951 – 213 Release – 142 – 64 88 24 1,065 2,799 31.12.2012 31.12.2011 TEUR TEUR As at 01.01. Exchange rate fluctuations As at 01.01. Exchange rate fluctuations Additions 1,605 1,255 Additions As at 31.12. 3,571 3,607 As at 31.12. A broad customer base that does not lend itself to correlation means that there is no significant concentration of credit risk. In addition, as in the previous year, there are no financial receivables that are past due date and not impaired. Trade-account receivables will include future receivables from construction contracts in cases where the manufacturing costs incurred including shares of profits exceed the advance payments received. This was the case neither in 2012 nor in 2011. The trade-account receivables include receivables amounting to TEUR 0 (previous year: TEUR 7,410) pledged as collateral for overdraft facilities. 11. Cash and cash equivalents 9. Tax refund claims 12. Equity capital Cash in hand Deposits with credit institutions 349 275,027 99,961 275,376 31.12.2012 31.12.2011 TEUR TEUR Corporation tax 340 460 Trade tax 215 513 31.12.2012 31.12.2011 555 973 TEUR TEUR 92,033 92,033 1,157,482 1,062,980 59,071 104,405 According to IAS 32 (revised), limited partners’ capital, joint provisions and the profit for the year are recognized in IFRS equity. The group’s equity capital is structured as follows. Limited partners’ capital Provisions 10. Other receivables and assets Consolidated result 31.12.2012 31.12.2011 TEUR TEUR Receivables from shareholders 9,084 756 Receivables from subsidiaries and related parties 3,684 5,424 Non-current rent receivables 3,104 2,234 Sales tax / other taxes 4,981 4,554 983 2,717 3,098 3,243 Other receivables. accruals 14,454 9,753 Gross amount 39,388 28,681 Less individual value adjustments – 1,065 – 2,799 Carrying amount 38,323 25,882 6,117 10,038 Creditors with debit balances Advance commission payments Of which non-current 80 362 99,599 Shares of other shareholders 139 365 1,308,725 1,259,783 In addition to payments from shareholders and the compensatory item for currency translation, the provisions include the cumulative results as well as unrealized profits and losses net of deferred taxes. The consolidated result reported in the income statement includes minority interests. SHKG does not have to comply with any laws on capital adequacy. Within the framework of its capital structure management program, the group strives to maintain an adequate equity ratio, which was 41.6 % on the balance-sheet date (previous year: 41.4 %). 81 Notes to the Consolidated Financial Statement | 2012 13. Deferred tax liabilities The following amounts were recognized in the income statement. Please refer to the section on accounting and valuation methods and the notes to the income statement under II.A.9 for an explanation of deferred tax liabilities. Current service expense for services provided by employees 31.12.2011 TEUR TEUR 68 – 458 2,212 2,265 – – 43 120 1,528 2,400 3,292 14. Provisions for pensions Interest charges Provisions for pension obligations are set up on the basis of pension commitments relating to retirement, invalidity and surviving dependants, and comprise obligations arising from pension benefits and for ongoing payments to eligible active and former employees. Obligations arising from occupational retirement benefits are measured according to the Projected Unit Credit Method pursuant to IAS 19, whereby future obligations are measured on the basis of the benefit entitlements acquired up to the balance-sheet date. Recognized actuarial gains / losses The interest expenses included in pension costs are allocated to the individual function areas or to “other operating expenses”. Pension obligations are calculated based on the following actuarial assumptions. Pension provisions recognized in the balance sheet changed as follows. Disposals 31.12.2012 31.12.2011 2012 2011 TEUR TEUR 45,315 45,142 2,400 3,336 835 – – – 43 Pension payments – 3,219 – 3,120 Provisions for pensions as at 31.12. 45,331 45,315 31.12.2012 31.12.2011 TEUR TEUR 1,183,852 960,675 151,888 308,910 1,335,740 1,269,585 Future wage / salary increases 3.00 % 3.00 % Future pension increases 2.00 % 2.00 % Guaranteed interest rate 3.25 % 4.80 % Fluctuation rate 0.00 % 0.00 % Provisions for pensions as at 01.01. Pension plan expenses Other allocations to pension plans Biometric mortality rates were calculated on the basis of the 2005 G mortality tables compiled by Prof. Dr. Klaus Heubeck. Pension provisions for the last five balance-sheet dates were calculated as follows based on the present value of the anticipated defined benefit obligations. Present value of defined benefit obligations (DBO) Unrecognized actuarial gains and losses Provisions for pensions 31.12.2012 31.12.2011 31.12.2010 31.12.2009 31.12.2008 TEUR TEUR TEUR TEUR TEUR 56,593 47,907 50,050 47,307 40,449 – 11,262 – 2,592 – 4,908 – 1,797 6,581 45,331 45,315 45,142 45,510 47,030 Actuarial gains and losses arise from portfolio changes and deviations of the actual trends from the original calculation parameters. These gains and losses are not recognized as income or expense unless they exceed 10 % of the cash value of the accrued pension claims or the fair value attributable to the plan assets, whichever is the higher. In accordance with the provisions set out in IAS 19, this maximum amount is allocated over the expected average remaining working lives of the employees and recognized as appropriate in the balance sheet and income statement. 82 31.12.2012 Disposals 15. Financial liabilities Non-current Current The financial liabilities as at 31 December 2012 mainly comprised payables to banks. Of these, TEUR 1,304,473 (previous year: EUR 1,225,332) is secured by mortgage and TEUR 0 (previous year: TEUR 4,510) via the pledging of bank-guaranteed promissory notes. For the most part, the current and non-current bank loans are subject to fixed rates of interest. The other loans are subject to variable interest rates which are, in part, hedged against the risk of interest rate fluctuations via interest rate swaps. 83 Notes to the Consolidated Financial Statement | 2012 16. Trade-account payables 19. Other provisions The balance-sheet amount can be spread across the divisions as follows. The non-current provisions are mainly liabilities with terms of up to five years, and consist of the following. 31.12.2012 31.12.2011 31.12.2012 31.12.2011 TEUR TEUR TEUR TEUR Construction & Real Estate division 5,103 8,416 Guarantees 4,961 5,239 Hotels division 5,657 4,224 Employee anniversary obligations 2,135 2,040 69,900 30,807 – 823 792 3,447 81,452 46,894 Seafood division Other 17. Income taxes Provisions for taxation Liabilities from corporation tax Rental guarantees Prime tenancies 31.12.2012 31.12.2011 TEUR TEUR 8,683 2,126 293 – 8,976 2,126 18. Other liabilities 01.01.2012 TEUR TEUR 141,772 131,576 Liabilities with regard to subsidiaries and related parties 49,600 45,828 Advances received from purchasers 45,305 83,226 Prepayments and accrued income 5,822 4,632 Liabilities with regard to sales tax and other taxes 5,249 6,748 Other advances received 4,095 5,874 Liabilities with regard to shareholders 3,109 31,866 92 1,577 Debtors with credit balances Other liabilities Of which non-current 13 2,288 1,048 300 40,211 8,151 296,316 322,066 39,246 12,036 The “shares of outside shareholders” item relates to SHKG’s majority shareholder. The IASB has clarified that minority interests in subsidiary partnerships must be treated as borrowed capital (liabilities) within the group. By the same token, interests held by outside shareholders must be disclosed at fair value under “other liabilities”. The fair value is the market value of the payment obligation in the case of termination of the interests at the corresponding balancesheet date. 84 Usage Release Additions 31.12.2012 TEUR TEUR TEUR TEUR 8,304 – 2,605 – 1,530 12,810 16,979 13,205 – 11,519 – 335 12,038 13,389 6,762 – 2,729 – 2,032 252 2,253 11,123 – 8,543 – 1,101 8,636 10,115 599 – 488 – 280 391 10,669 – 4,978 – 65 2,528 8,154 Employee anniversary obligations 2,089 – 66 – 54 187 2,156 Other 9,039 – 4,620 – 2,269 5,667 7,817 Total 61,790 – 35,548 – 7,386 42,398 61,254 Employee-related obligations Rental guarantees, prime tenancies Guarantees 31.12.2011 Other trade liabilities 9,886 TEUR Construction costs Early retirement 31.12.2012 Liabilities arising from the purchase of land 1,784 The other provisions developed as follows in the course of the financial year. Outstanding invoices Shares of outside shareholders 33 7,129 Usage in the course of the business year include transfers amounting to TEUR 0 (previous year: TEUR 6,647) resulting from reclassification in line with IFRS 5. The additions in the course of the business year include accrued interest of TEUR 661 (previous year: TEUR 3,675). The change in the discount rate compared with the previous year resulted in a drop in income of TEUR 35 (previous year’s fall in income: TEUR 14). 20. Financial instruments The abbreviations used to denote the individual IAS 39 valuation categories in this section are as follows. Loans and receivables A-LR Held-to-maturity investments A-HM Available-for-sale financial assets A-AS Financial assets at fair value through profit or loss A-FV Financial liabilities measured at amortized cost L-AC Financial liabilities at fair value through profit or loss L-FV 85 Notes to the Consolidated Financial Statement | 2012 The table below shows how financial assets and liabilities and certain items on the balance sheet are assigned to IAS 39 valuation categories, along with the appropriate carrying amounts and fair values. Measurement category under IAS 39 Balance-sheet item as at 31.12.2012 Carrying amount Fair value TEUR TEUR A-AS 50 50 Other financial assets A-LR 460 460 Other financial assets A-FV – – Other financial assets A-HM 191 191 Trade-account receivables A-LR 41,071 41,071 Other receivables and assets A-LR 16,930 16,930 n. a. 99,961 99,961 Financial liabilities L-AC 1,304,596 1,345,754 Trade-account payables L-AC 81,452 81,452 Other liabilities L-AC 90,766 90,766 Derivatives with hedge relationship n. a. 5,718 5,718 Derivatives without hedge relationship L-FV 25,426 25,426 The previous year resulted in the following assignment. Held-to-maturity investments (A-HM) Available-for-sale financial assets (A-AS) Financial assets at fair value through profit or loss (A-FV) Financial liabilities measured at amortized cost (L-AC) Financial liabilities at fair value through profit or loss (L-FV) Balance-sheet item as at 31.12.2011 TEUR TEUR 58,461 57,934 191 191 50 655 – 615 1,476,814 1,389,477 25,426 23,624 As cash and cash equivalents, trade-account receivables, other assets, and trade-account payables and other liabilities predominantly have short residual terms, their carrying amounts at the balance-sheet date correspond to the fair value. The fair values of financial liabilities with regard to banks are calculated as the net present value of the payments associated with the liabilities, based on the relevant yield curve in each case. The fair value of derivatives in existence on 31 December 2012 is based on the market values of comparable financial instruments at the balance-sheet date, i.e. on inputs other than price, but which can nonetheless be indirectly monitored. Interest rate swaps are measured according to level 2 of the hierarchy for the fair-value measurement of financial instruments. Liabilities in category L-FV (financial liabilities at fair value through profit or loss) were designated as such “upon initial recognition”. Carrying amount Fair value TEUR TEUR Income through use of the fair-value option (derivatives) A-AS 655 655 Impairments Other financial assets A-LR 303 303 Reversals Other financial assets A-FV 615 615 Exchange rate fluctuations Other financial assets A-HM 191 191 Collection of receivables written off Trade-account receivables A-LR 40,002 40,002 Other receivables and assets A-LR 17,629 17,629 n. a. 275,376 275,376 Financial liabilities L-AC 1,241,234 1,302,580 Trade-account payables L-AC 46,895 46,895 Other liabilities L-AC 101,348 101,348 Derivatives with hedge relationship n. a. 4,727 4,727 Derivatives without hedge relationship L-FV 23,624 23,624 31.12.2012 31.12.2011 TEUR TEUR – 9,700 – 8,139 – 527 – 132 264 258 – 1,221 – 108 Other operating income from assets of categories A-LR, L-AC Other financial assets Cash 31.12.2011 The following net results were recorded for the various measurement categories. Measurement category under IAS 39 86 31.12.2012 Loans and receivables (A-LR) Other financial assets Cash Summarized in accordance with IAS 39 measurement categories, the following picture emerges for the carrying values. Write-offs 853 112 – 431 – 592 – 10,762 – 8,601 87 Notes to the Consolidated Financial Statement | 2012 C. Notes to the cash flow statement The residual terms of the financial liabilities are as follows. 31.12.2012 31.12.2011 TEUR TEUR Up to 1 month 41,898 51,620 1 to 3 months 4,353 4,409 3 to 12 months 105,034 252,882 1 to 5 years 599,310 550,888 Over 5 years 585,145 409,786 1,335,740 1,269,585 The cash flow statement shows the payment streams for the business year and the previous year, categorized by cash used and received for operating, investing and financing activities. Effects of changes to the group and to foreign exchange rates on cash flows are shown separately. The “cash flow-relevant change in net working capital” item relates to changes in inventories, trade-account receivables, and other assets and liabilities, less non-interest-bearing liabilities. Investment activities comprise disbursements for additions to intangible assets, as well as proceeds from the disposal of such assets. Cash flow from financing activities comprises payments to shareholders, as well as financial liabilities redeemed or newly raised with banks and affiliates. Trade-account payables and other liabilities predominantly have short residual terms. The group expects to pay the following interest on its financial liabilities during the residual terms of its loans. Effective interest rate The cash fund (cash and cash equivalents) includes checks, cash in hand and credit with banks (liquid assets), and is divided into ongoing and discontinued business operations. 31.12.2012 31.12.2011 31.12.2012 31.12.2011 TEUR TEUR TEUR TEUR 3.14 % 3.83 % 99,961 275,376 – 15,096 99,961 290,472 Ongoing operations Discontinued operations Up to 6 months 22,232 26,547 6 to 12 months 28,034 28,190 1 to 2 years 42,372 44,343 2 to 5 years 84,068 81,805 Over 5 years 52,537 47,685 229,243 228,570 The interest payment forecast is based on the relevant yield curve valid at the balance-sheet date. The other financial liabilities will give rise to interest of EUR 31,500 only, and will trigger an interest payment of TEUR 3,031 in 2014. Up to the 2010 financial year, the lion’s share of the group’s business was transacted in eurozone countries. Exchange rate fluctuations had an impact on equity and income only with respect to BIAL. However, disclosure of the Aircraft Leasing division as a discontinued operation on the balance sheet and the resulting drop in business activity mean that the effect on the holding will be negligible from 2011 on. Since July 2011, however, the business activity of the group’s Chilean subsidiaries has meant that exchange rate fluctuations have started to affect group equity and income. A 10 % rise in the USD / EUR exchange rate would cause the result for the financial year to improve by TEUR 3,325 (previous year: TEUR 8), whereas a 10 % fall would cause the result for the year to deteriorate by TEUR 2,414 (previous year: TEUR 91). Aggregated across all group divisions, a 1 % rise in interest rates would have caused the result for the financial year to improve by TEUR 4,843 (previous year: TEUR 8,357), while a 1 % fall in the interest rate would have caused the result to deteriorate by TEUR 5,401 (previous year: TEUR 8,788). In both cases, equity capital would be directly affected to the tune of TEUR + 1,442 and TEUR – 1,538 respectively. The effect on the holding and its direct subsidiaries would be negligible. 88 Cash amounting to TEUR 0 (previous year: TEUR 7,077) is not at the group’s disposal. In the business year under review, the net cash flows were divided into ongoing and discontinued business operations as follows. Ongoing operations Discontinued operations Total TEUR TEUR TEUR 26,523 – 6,050 20,473 – 251,567 17,976 – 233,591 Cash flow from Business operations Investment operations Financing operations 23,265 – 23,265 – 201,779 11,926 – 189,853 89 Notes to the Consolidated Financial Statement | 2012 The break-down for the 2011 financial year was as follows. The following obligations with regard to finance leasing agreements existed in the previous year. Ongoing operations Discontinued operations Total Minimum lease payment Present value Discount TEUR TEUR TEUR TEUR TEUR TEUR Due in one year or less 1,890 1,609 281 Due in more than 1 but less than 5 years 4,435 4,143 291 6,324 5,752 572 Cash flow from Business operations – 57,263 – 2,647 – 59,910 Investment operations – 35,085 185,642 150,557 71,136 – 91,930 – 20,794 – 21,212 91,065 69,853 Financing operations III. Other disclosures B. Notes to the leasing agreements A. Contingent liabilities, other financial obligations Contingencies arising from guarantees, bill commitments and warranty agreements existed to the tune of TEUR 4,534 (previous year: TEUR 14,006) at the balance-sheet date. Contingencies with regard to consolidated subsidiaries did not exist. Other financial obligations amounting to TEUR 291,372 (previous year: TEUR 309,806) predominantly related to rental and lease agreements. 31.12.2011 TEUR TEUR Due in one year or less 19,160 18,866 Due in more than 1 but less than 5 years 72,843 86,738 199,369 204,202 291,372 309,806 Rent payments from operating leasing agreements are included in the functional expenses. The following additional obligations exist with regard to finance leasing agreements. 90 31.12.2011 TEUR Due in one year or less 5,970 Due in more than 1 but less than 5 years 5,565 – 11,535 31.12.2012 Due in over five years The group operates as lessor of the aircraft on its balance sheet. At the balance-sheet date, forward minimum lease payments from operating leasing relationships without early cancellation rights amounted to the following. Due in over five years The liabilities arising from leasing and rental agreements are as follows, arranged by due date. Minimum lease payment Present value Discount TEUR TEUR TEUR Due in one year or less 1,983 1,860 123 Due in more than 1 but less than 5 years 3,168 3,008 160 5,151 4,868 283 The finance leasing agreements mainly relate to technical equipment and furnishings. Within the context of its business activities, the group is involved in court litigations. These are not, however, expected to have any significant negative impact on its earnings, assets and financial position. The net carrying amounts of leased assets amounted to TEUR 5,197. In the reporting period, all rental payments were recognized as income from the discontinued division in accordance with IFRS 5. C. Financial instruments and risk management In the course of its business operations and on account of the financial instruments it uses, the group is faced with various kinds of risk. These include market risks (pricing risks), and credit and liquidity risks. Financial instruments include financial assets and liabilities, as well as contractual entitlements and liabilities relating to the exchange or transfer of financial assets. Primary financial instruments on the assets side of the balance sheet include liquid assets, trade receivables and financial investments, while on the liabilities side, financial instruments include liabilities to banks, trade payables and other liabilities. Market risks affecting the group mainly concern the risks pertaining to fluctuations in interest rates and foreign currency exchange rates. Where variable interest rates have been agreed for trade payables and bank loans, there exists the possibility that interest rates will rise as well as fall, leading to higher interest payments and charges. Changes to the market interest rate applicable to fixed-interest, primary financial instruments are recognized in profit and loss only if the instruments are carried at fair value. Thus, all fixed-interest financial instruments carried at 91 Notes to the Consolidated Financial Statement | 2012 amortized cost are not subject to interest rate risks within the meaning of IFRS 7. The pricing risks pertaining to the loans portfolio are determined with the aid of a risk assessment system on the basis of current interest rates. Various measures are taken to limit risk, such as separating trading, administration, accounts and control processes in the organizational sense, and ongoing reporting of relevant events on the basis of market values and interest risks within the framework of the risk management system. Furthermore, we limit interest rate risks to some degree by conducting hedging transactions. Subject to an assessment of the risk, the divisions also make use of select derivative instruments. By the closing date, the group’s Construction & Real Estate division had concluded interest hedging agreements with a nominal value of EUR 243 million falling due by 2016. The interest hedging agreements have a negative market value of TEUR –25.425 (previous year: TEUR –23,624) recorded under “liabilities from swap transactions”. In Spain, the Hotels division has concluded interest rate swaps in order to hedge the interest rate risk and these are carried as cash flow hedges. The fair value of all hedging transactions in existence on 31 December 2012 was negative, amounting to TEUR –5,718 (previous year: TEUR –4,727). The Seafood division has concluded a hedge to protect business against the risk of currency fluctuation. The fair value of this hedging transaction on 31 December 2012 was positive, amounting to TUSD 416 (previous year: TUSD 1,063). Hedges are based on the market values of comparable financial instruments at the balance-sheet date. Effective changes in the fair values of derivatives are allocated to the consolidated equity with a neutral effect on net income, while the ineffective part is recognized in profit or loss. The international focus of our business activities calls for service transactions and cash flows to be effected in foreign currencies. This gives rise to a certain risk of loss because assets held in a foreign currency will lose value as the exchange rate falls, while liabilities payable in a foreign currency become more expensive as the rate increases. Group business in countries outside the eurozone is kept to a minimum and this has a corresponding effect on the currency risk. In addition, we regularly evaluate our net exposure to currency risk, the aim being to maintain a balance between income and expenditure in any foreign currency and thus to minimize the effect of any fluctuations in exchange rates. Where necessary, we use suitable derivative financial instruments to hedge currency risks. By and large, the group’s net assets tied in companies outside the eurozone are not hedged against fluctuations in currency exchange rates. Generally, however, derivative financial instruments are used exclusively for hedging purposes in the context of interest rate and currency management, not for trading or speculative purposes. To reduce the risk of counterparty default, we close transactions with select banks only. With regard to interest rate risks, please refer to the information on interest payments and the analysis of sensitivity to interest rate changes contained in Section II.B.20 “Financial instruments”. We refer to Section II.B.20 also with regard to the effect foreign exchange risks have on the group’s result and equity situation. Credit risk relates to the potential for debtor default and any deterioration in credit worthiness (downgrading). The group limits this risk by placing high demands on the solvency of its counterparties. Outstanding trade balances are monitored continuously on a decentralized basis, while potential default risks are accounted for by both individual and generalized value adjustments. The maximum default risk relates to receivables and financial assets and corresponds to the carrying amounts in the balance sheet of these instruments. As well as financial planning based on a horizon of several years, the group deploys a rolling system of liquidity planning to ensure that cash flows are permanently aligned to outstanding payments in order to minimize the liquidity risk. What is more, prudent liquidity management ensures that the group has adequate credit lines at its disposal to meet due payment obligations at any time. 92 D. Employees The group’s annual average headcount was 4,082 (previous year: 4,091). Taking the Seafood division into account, personnel expenditure was as follows for the period 1 July to 31 December 2012. Wages and salaries Social insurance contributions and voluntary social benefits 31.12.2012 31.12.2011 TEUR TEUR 123,032 113,632 22,035 22,755 145,067 136,387 In accordance with IAS 19.46, the data on social insurance contributions include contributions to occupational pension schemes. E. Related-party disclosures SHKG generated the following business volumes in conjunction with related parties. 2012 2011 TEUR TEUR 365 375 13,648 12,666 Receivables from shareholders 9,084 756 Liabilities to shareholders 3,110 31,886 Receivables from subsidiaries and related parties 3,684 5,424 49,600 45,828 Goods and services received from subsidiaries Goods and services supplied / rendered to subsidiaries Liabilities to subsidiaries and related parties Business relations with related parties and companies are based on contractual agreements. Services are rendered at rates that are customary for transactions with third parties. Related-party transactions and receivables / liabilities with regard to subsidiaries mainly involve associates in the Beverages division. F. Management In its capacity as general partner, Josef Schörghuber Stiftung, Munich, is authorized and obliged to manage and represent Schörghuber Stiftung & Co. Holding KG. The general partner receives remuneration totaling EUR 6,200 p.a. plus expenses for carrying out these management duties and assuming overall liability for business operations. 93 Notes to the Consolidated Financial Statement | 2012 Interest % The general partner maintains a foundation board, the members of which are as follows. Schörghuber Stiftung & Co. Holding KG ■■ Dr. Klaus N. Naeve, lawyer, Munich, since 2 January 2009 (chairman since 12 March 2009) ■■ Alexandra Schörghuber, businesswoman, Munich, since 25 November 2008 ■■ Dr. Jürgen Büllesbach, engineer, Unterfoehring near Munich, since 15 April 2009 ■■ Christoph Michl, engineer, Baldham near Munich, since 20 September 2012 ■■ Roland Tobias, business economist, Munich, since 1 August 2009 1. Bayerische Hausbau GmbH & Co. KG, Munich G. Auditors‘ fees The fees of the auditors can be broken down as follows. 94.90 F 100.00 PTA F Lorenzistock GmbH, Munich 100.00 PTA F 50.00 E Lokstedt Baufeld 2 Beteiligungs GmbH, Hamburg 100.00 N Bayerische Hausbau International GmbH, Munich 100.00 F BHG Beruházó Kft., Budapest 100.00 F BHG Hausbau Kft., Budapest 100.00 F BHG München 2018 GmbH, Munich 100.00 N Deutsche Hausbau GmbH & Co. KG, Munich 100.00 N BHI Polska Sp. z. o. o., Warsaw 100.00 F MOM-Bajor Kft., Budapest 50.00 N MOM-Park Lakásépitö Bt., Budapest 49.90 E HANSE HAUS GmbH, Oberleichtersbach 100.00 PTA F Elementar-Bau GmbH, Oberleichtersbach 100.00 PTA F HANSE HAUS CZ s. r. o., Prague 100.00 N HANSE HAUS CH GmbH, Suhr 100.00 N Come In-Haus GmbH, Oberleichtersbach 100.00 2012 2011 TEUR TEUR 464 471 28 14 Bayerische Hausbau Immobilien GmbH & Co. KG, Munich 89.82 F 4 11 RESET Beteiligungs GmbH & Co. Vermietungs-KG, Munich 47.00 E 496 496 Y-Fünfzehn Verwaltungs GmbH, Munich 100.00 F Bayerische Hausbau Immobilien Management GmbH, Munich 100.00 F BHG Wohnbau GmbH, Munich 100.00 F BHG Skyline Tower GmbH & Co. KG, Munich 100.00 F BHG Spielbudenplatz GmbH & Co. KG, Munich 100.00 F BHG Vermietung GmbH, Munich 100.00 F BHG E GmbH, Munich 100.00 F 5.55 P QMP Baufeld 6 GmbH & Co. KG, Munich 100.00 F QMP Baufeld 8 GmbH & Co. KG, Munich 100.00 F QMP Baufeld 9 GmbH & Co. KG, Munich Auditing services in connection with the financial statements Other certification services Other services H.Notes on affiliation to the parent group and on participatory relationships Participatory relationships are shown in the table below with an explanation of the abbreviations used. 94 P Bayerische Hausbau Projektentwicklung GmbH, Munich Lokstedt Baufeld 2 GmbH & Co. KG, Hamburg The members of the foundation board received emoluments totaling TEUR 126 in the year under review (previous year: TEUR 154). The sum of TEUR 5,432 (previous year: TEUR 5.864) was accrued in reserves to cover pension commitments to former members of the executive board and their surviving dependants. The members of the executive board of the holding received emoluments totaling TEUR 3,993 (previous year: TEUR 2,979) in the year under review. P PTA F N E P EN Consoli dation Parent company Profit-and-loss transfer agreement Fully consolidated company Non-consolidated subsidiary Associate consolidated “at equity” Participatory interest < 20 %, or without any material influence despite interest of > 20 % Associate consolidated “at acquisition cost” Immo 2018 GbR, Munich PTA N 100.00 F Olympia Wohn Park GmbH & Co. KG, Grünwald 50.00 E Olympia Wohn Park Verwaltungs GmbH, Grünwald 50.00 N 95 Notes to the Consolidated Financial Statement | 2012 Interest % 2. Brau Holding International GmbH & Co. KGaA, Munich 50.10 E Interest % Bad Brambacher Mineralquellen GmbH & Co. Betriebs KG, Bad Brambach 100.00 Vogtländische Getränkeindustrie GmbH, Bad Brambach 100.00 Brau Holding International Verwaltungs GmbH, Munich 100.00 Bad Brambacher Mineralquellen GmbH, Bad Brambach 85.00 Badische Brau Verwaltungs GmbH, Munich 100.00 Sohler Mineralbrunnen GmbH, Bad Brambach 100.00 Fürstlich Fürstenbergische Brauerei GmbH & Co. KG, Donaueschingen 100.00 Kulmbacher EKU Brauerei GmbH, Kulmbach 100.00 Brauerei Gesellschaft vorm. Meyer & Söhne AG, Riegel 100.00 PTA Kulmbacher Mönchshof-Bräu GmbH, Kulmbach 100.00 PTA 100.00 PTA Biedermann Getränke Verwaltungs GmbH, Donaueschingen 60.00 Zum Mönchshof-Bräuhaus GmbH, Brauereigaststätte, Kulmbach Biedermann Getränke GmbH & Co. KG, Donaueschingen 60.00 Getränke Logistik SQ GmbH, Plauen 100.00 Privat-Brauerei Schmucker GmbH & Co. KG, Mossautal 100.00 Kulmbacher Reichelbräu GmbH, Kulmbach 100.00 Umhauer Getränke-Fachhandel GmbH i. L., Freiburg 100.00 Kulmbacher Sandlerbräu GmbH, Kulmbach 100.00 FGS Getränke Service GmbH, Donaueschingen 100.00 Coburger Biervertrieb GmbH, Coburg 100.00 Schweizerhof Getränke GmbH, Kulmbach 100.00 Scherdel Bier Beteiligungs- und Geschäftsführungs GmbH, Hof 100.00 Scherdel Bier GmbH & Co. KG, Hof 100.00 PTA Würzburger Hofbräu GmbH, Würzburg 100.00 PTA Keiler Bier GmbH, Lohr am Main 100.00 Privatbrauerei Hoepfner GmbH, Karlsruhe Paulaner Brauerei GmbH & Co. KG, Munich AuerBräu GmbH, Rosenheim Chiemgauer Brauhaus GmbH, Rosenheim Chiemgau Marken GmbH, Rosenheim PTA 69.10 100.00 PTA 50.00 100.00 100.00 E Consoli dation 85.00 Paulaner Verwaltungs-GmbH, Munich Südstar Getränke GmbH, March 51.00 3. Arabella Hospitality SE, München 100.00 F Arabella South Africa Holding (Pty.) Ltd., Cape Town 100.00 F PTA Arabella Western Cape Hotel & Spa (Pty.) Ltd., Cape Town 100.00 F 100.00 PTA Arabella Grand Hotel (Pty.) Ltd., Cape Town 100.00 F 100.00 PTA Kovacs Investment 458 (Pty.) Ltd., Cape Town 100.00 F 75.00 Kovacs Investment 177 (Pty.) Ltd., Cape Town 100.00 F Paulaner Bräuhaus Consult GmbH, Munich 100.00 The River Golf Company (Pty.) Ltd., Cape Town 100.00 F Paulaner Brauhaus Singapore Pte. Ltd., Singapore 100.00 Arabella Hotel Holding GmbH, Munich 100.00 Paulaner Distribuzione S.r.l., Bolzano, Italy 100.00 Arabella Hoteles e Inversiones de España S. A., Palma de Mallorca 100.00 F Paulaner Finanz S.r.l., Bolzano, Italy 100.00 Arabella Hospitality España S. L., Palma de Mallorca 100.00 F Weißbierbrauerei Hopf GmbH, Miesbach 100.00 19.01 E bios Süd GmbH, Munich 100.00 Son Vida Golf S. L., Palma de Mallorca 100.00 F Vibelba S. L., Palma de Mallorca 100.00 F 51.00 F Bayerische Hausbau Española S. L., Palma de Mallorca 100.00 F Arabella Hotel Sachsen-Thüringen Besitz GmbH, Munich* 100.00 F Arabella Hotelbetriebe AG, Davos 100.00 F Fürstliche Brauerei Thurn und Taxis Vertriebsgesellschaft mbH, Regensburg 100.00 PTA Hacker-Pschorr Bräu GmbH, Munich 100.00 Interdrink Getränke-Vertriebs GmbH, Munich BHI Vertriebsgesellschaft mbH, Munich Paulaner USA LLC, Littleton, USA Kulmbacher Brauerei AG, Kulmbach 96 Consoli dation PTA 63.29 Kulmbacher Getränke Beteiligungs GmbH & Co. KG, Kulmbach 100.00 Sternquell-Brauerei GmbH, Plauen 100.00 Braustolz GmbH, Chemnitz 100.00 Kulmbacher Getränke Beteiligungs- und Geschäftsführungs GmbH, Kulmbach 100.00 Markgrafen Getränkevertrieb GmbH, Kulmbach 100.00 Bürgerliches Brauhaus Saalfeld GmbH, Saalfeld 23.00 Son Vida S. A., Palma de Mallorca Agropecuaria Mallorquina S. A., Palma de Mallorca PTA ASH Hotels & Resorts GmbH i. L., Munich PTA Arabella Hotel Sachsen Besitz GmbH, Munich* Golfpark Gut Häusern GmbH & Co. KG, Markt Indersdorf Markgrafen Heimdienst GmbH, Kulmbach 100.00 PTA Erfrischungs-Getränke Union GmbH, Kulmbach 100.00 PTA Kulmbacher Kapuzinerbräu GmbH, Kulmbach 100.00 PTA F 51.00 F 100.00 F 40.00 E *The stakes in these subsidiaries amount to 94.8 % and 5.17 % for AHSE and BHGKG respectively. 97 Notes to the Consolidated Financial Statement | 2012 4. Inversiones Stefal SpA, Santiago de Chile, Chile Productos del Mar Ventisqueros S. A., Puerto Montt, Chile Inmobiliaria Aleste Ltda., Santiago de Chile, Chile Alimentos Bahia Chincui, S. A., Santiago de Chile, Chile 5. b.i.t.s. GmbH, Munich Interest % Consoli dation Official notice of the exercising of the above rights was published in the electronic version of the Federal Gazette (Bundesanzeiger). 100.00 F 99.99 F 99.11 F The consolidated financial statement and the group management report as at 31 December 2012 were released for publication by the chairman of the foundation board on 17 April 2013. 100.00 F 100.00 PTA J. Events after the balance-sheet date F F No events occurred after the balance-sheet date that had a material impact on the earnings, assets and financial position of the group as detailed in the consolidated financial statement. This report contains individual, forward-looking statements concerning the future course of business. These statements are based on current assumptions and estimates which were carefully made on the basis of information available at the present time. Due to residual risks and uncertainties, however, we cannot guarantee that these statements will ultimately prove correct, either individually or in their entirety. 100.00 F Munich, 19 April 2013 10. Bayerische Hausbau Management GmbH, Munich 100.00 F General Partner Josef Schörghuber Stiftung, Munich 11. Bavaria International Aircraft Leasing Management GmbH, Munich 100.00 F 12. Schörghuber Corporate Finance GmbH, Munich 100.00 6. Schörghuber Personalmanagement GmbH, Munich 100.00 7. Bavaria International Aircraft Leasing GmbH & Co. KG, Grünwald 100.00 8. Paulaner Brau Beteiligungs GmbH, Munich 100.00 9. Y-Sechzehn GmbH, Munich PTA F F PTA PTA F Dr. Klaus N. Naeve Alexandra Schörghuber I. Disclosure / exemption SHKG’s consolidated financial statement and the group management report as at 31 December 2011 were prepared according to IFRS accounting principles and submitted to the electronic version of the Federal Gazette (Bundesanzeiger) prior to publishing on 27 August 2012. Dr. Jürgen Büllesbach Christoph Michl Roland Tobias The parent company, Schörghuber Stiftung & Co. Holding KG, Munich, and the following subsidiaries exercised their right under Art. 264 para 3 and Art. 264 (b) of the German Commercial Code (HGB) not to present consolidated financial statements. ■■ ■■ ■■ ■■ ■■ ■■ 98 Schörghuber Personalmanagement GmbH, Munich Bavaria International Aircraft Leasing GmbH & Co. KG, Grünwald Paulaner Brau Beteiligungs GmbH, Munich b.i.t.s. GmbH, Munich Schörghuber Corporate Finance GmbH, Munich Arabella Hospitality SE, Munich 99 Notes to the Consolidated Financial Statement | 2012 Auditors‘ report Published by We have audited the consolidated financial statement prepared by Schörghuber Stiftung & Co. Holding KG, Munich – comprising the income statement, the statement of recognized income and expenses, the balance sheet, the cash flow statement, the statement of changes in shareholders’ equity, and the notes – as well as the group management report for the business year 1 January to 31 December 2012. Preparation of the consolidated financial statement and the group management report in accordance with International Financial Reporting Standards (IFRS), as applicable within the EU, and with the provisions set out in Art. 315a para 1 of the German Commercial Code (HGB) as applicable, is the responsibility of the company’s legal representatives. Our task is, on the basis of our audit, to make an assessment of the consolidated financial statement and the group management report. Schörghuber Stiftung & Co. Holding KG · Communication & Marketing · Denninger Straße 165 · D-81925 München Phone +49 89 9238-543 · Fax +49 89 9238-603 · [email protected] · www.sug-munich.com Photographs by Gisela Schregle: Annual Report p. 5 / Beverages Special p. 3 Text for Beverages Special: Dr. Marion Schweiker · Concept/design: acm Werbeagentur, Munich The consolidated financial statement has been audited in accordance with Art. 317 of the German Commercial Code (HGB) in compliance with the generally accepted auditing principles of the Institute of German Certified Public Accountants (IDW). These provide that the audit must be planned and conducted in such a way that any inaccuracies or non-compliances in the consolidated financial statement – drawn up in accordance with generally accepted accounting principles – and in the group management report that might seriously distort the presentation of the company’s earnings, assets and financial position, are detected with adequate certainty. The activities comprising the audit were defined on the basis of the available knowledge on the group‘s fields of business, its legal and economic terms of reference, and areas where errors might be expected to occur. In the course of the audit, the effectiveness of the group’s internal accounting controls and the accuracy of the information contained in consolidated financial statement and group management report are assessed mainly via random checks. The audit includes an assessment of the financial statements of the companies included in the consolidated financial statement, the segregation of the consolidated group, the accounting and consolidation principles used, and the significant estimates made by legal representatives, as well as an evaluation of the general picture created by the consolidated financial statement and the group management report. We believe that our audit represents a sufficiently reliable basis for assessment. On the basis of our audit, we have no objections to raise. According to our assessment based on the findings of our audit, the consolidated financial statement of Schörghuber Stiftung & Co. Holding KG, Munich complies with International Financial Reporting Standards (IFRS), as applicable within the EU, with the provisions set out in Art. 315a para 1 of the German Commercial Code (HGB), as applicable, and with the complimentary rules laid down in the Articles of Association, and is a true and fair picture of the group’s assets, earnings and financial position. The content of the group management report is in accord with the consolidated financial statement. It is essentially a true reflection of the group’s present position, and is an accurate representation of the opportunities and risks inherent in future developments. Munich, 26 April 2013 Deloitte & Touche GmbH Auditors (Prof. Dr. Plendl) (Prosig) AuditorAuditor 100 101 Latest news: all the activities of the four business divisions in one Annual Report +++ Celebration: magnificent topping-out ceremonies at the Joseph Pschorr Haus Munich and Bikini Berlin +++ Powerful performance: Brau Holding International’s exports reach a record level of 1 million hectoliters +++ Fresh wind: The successful brand Aloft joins the portfolio of hotels in Germany +++ Boom: The demand for salmon increases worldwide +++ Mastered with bravura: the challenges faced in 2012 – thanks to the commitment and dedication of our employees