Non-current assets
The decline in goodwill in the first six months of 2013 resulted from exchange-rate differences of € 2.5 million.
Impairment losses of € 1.2 million were recognised on capitalised development costs in the first half of 2013 to reflect the lack of opportunities to use them in future as a result of the planned closure of a production site. This relates to further impairment losses in connection with the closure of the heavy truck plant in Merthyr Tydfil (Linde Material Handling segment).
Land and buildings in the amount of € 18.3 million (31 December 2012: € 4.2 million) were largely pledged as collateral for accrued retirement benefits under partial retirement agreements.
Equity
As at 30 June 2013, the Company’s share capital amounted to € 98.9 million and was fully paid up. It was divided into 98,900,000 no-par-value shares, each with a value of € 1. There were changes to the share capital in the first half of the year for the following reasons:
In December 2012, the Shareholders’ Meeting of KION Holding 1 GmbH had approved a resolution to increase the share capital by € 0.8 million to € 1.3 million. The capital increase was not entered in the commercial register until 14 January 2013. In addition, free capital reserves went up by € 1,131.8 million.
The Shareholders’ Meeting on 25 April 2013 approved not only the change in legal form but also a resolution to increase the share capital by € 62.7 million to € 64.0 million from company funds. KION GROUP AG’s transformation and capital increase were entered in the commercial register on 4 June 2013.
On 11 June 2013, the Shareholders’ Meeting of KION GROUP AG resolved to increase the share capital by € 4.0 million to € 68.0 million by way of a share issue. The new shares were issued in return for a non-cash capital contribution from Superlift Holding S.à r.l., Luxembourg (referred to below as Superlift Holding). The non-cash capital contribution from Superlift Holding took the form of all shares in Superlift Funding S.à r.l., Luxembourg (referred to below as Superlift Funding), and all rights and duties of Superlift Holding arising out of the agreement between Superlift Holding and Superlift Funding dated 30 September 2009 for a loan of € 100.0 million (plus accrued interest of € 17.0 million). The portion of the non-cash capital contribution that exceeded the capital increase (€ 114.0 million) was paid into the capital reserves. The aforementioned capital increase was entered in the commercial register on 19 June 2013.
In addition, the Shareholders’ Meeting on 13 June 2013 approved a further resolution to increase the share capital by € 13.7 million to € 81.7 million by way of a share issue. Weichai Power (Luxembourg) Holding S.à r.l., Luxembourg, subscribed these shares. The capital increase was entered in the commercial register on 27 June 2013, as a result of which the share capital increased by € 13.7 million and free capital reserves went up by € 314.7 million.
The share capital also increased due to the issue of shares to investors as part of the IPO. To this end, the Shareholders’ Meeting of KION GROUP AG on 13 June 2013 resolved to increase the share capital of KION GROUP AG by a further € 17.2 million to a total of € 98.9 million by issuing new shares. An amount of € 396.2 million was paid into the capital reserves.
Total transaction costs of € 29.9 million were incurred in connection with the capital increases. The amount directly attributable to the stock market flotation was € 21.3 million, which—after subtraction of a tax benefit of € 6.2 million—was deducted directly from the capital reserves.
Retirement benefit obligation
The retirement benefit obligation was lower than it had been at the end of 2012 owing, above all, to actuarial gains resulting largely from higher discount rates. The estimated present value of the defined benefit obligation was calculated on the basis of the following discount rates: >> TABLE 24
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Discount rate |
>>TABLE 24 | |
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|
30/06/2013 |
31/12/2012 |
|
|
|
|
|
Germany |
3.70 % |
3.50 % |
|
UK |
4.45 % |
4.35 % |
|
Other (weighted average) |
2.94 % |
2.57 % |
Other comprehensive income (loss)
The change in estimates about defined benefit pension entitlements resulted in a € 17.5 million increase in equity as at 30 June 2013 (after deferred taxes).
Financial liabilities
Corporate bond
The KION Group issued a corporate bond for € 650.0 million through the consolidated subsidiary KION Finance S.A., Luxembourg, in February 2013. Of the bond’s total par value of € 650.0 million, € 450.0 million is repayable at a fixed interest rate of 6.75 per cent p.a., while € 200.0 million carries a floating interest rate based on three-month EURIBOR plus a margin of 4.5 percentage points. The payout amount for the variable portion was € 1.0 million below the par value (discount). The interest on the fixed-rate tranche is paid semi-annually, while interest on the floating-rate tranche is paid once a quarter. Excluding early repayment options, the contract stipulates repayment as a bullet payment on maturity in February 2020. Of the total proceeds of € 649.0 million, € 636.0 million was used to repay existing liabilities under the senior facilities agreement (referred to below as SFA) and € 13.0 million relates to settlement of the transaction costs incurred for the issuance of the corporate bond. On repayment of the existing SFA liabilities of € 636.0 million, an amount of € 4.7 million representing the proportion of the related deferred borrowing costs was recognised as an expense.