From bulk goods to pallet

Transkript

1 TYPICALLY BINDER was another year of truely hard work. We continued to successfully implement our long-term strategy and as planned, are developing from a Styrian SME into an international group. Annual Financial Report 2012

2 From bulk goods to pallet

3 Consolidated Financial Statements 2012 Binder+Co Group 4 Key Business Development Indicators 6 Group Management Report 17 Consolidated Financial Statements 18 Consolidated Balance Sheet 20 Consolidated Income Statements 21 Consolidated Statement of Comprehensive Income 22 Consolidated Cash Flow Statement 23 Consolidated Equity Statement 24 Notes to the Consolidated Financial Statements 47 Statement of Legal Representatives 48 Auditors Report 50 Supervisory Board Report 51 Annual Financial Statements 2012 Binder+Co AG

4 Binder+Co Group Key Business Development Indicators IFRS Earnings Q4/2012 Q4/2011 Sales revenues EUR m thereof Processing Technology EUR m thereof Environmental Technology EUR m thereof Packaging Technology EUR m EBIT EUR m thereof Processing Technology EUR m thereof Environmental Technology EUR m thereof Packaging Technology EUR m EBIT margin % EBT EUR m Result for the period EUR m Earnings per share (undiluted) EUR Earnings per share (diluted) EUR Investments EUR k 7,668 16,584 2,168 11,811 Operating cash flow (OCF) EUR k 2,404 17,853 2,425 8,690 Employees Number on the closing date Sales revenues/employee EUR k EBIT/employee EUR k Order intake EUR m thereof Processing Technology EUR m thereof Environmental Technology EUR m thereof Packaging Technology EUR m Order backlog EUR m thereof Processing Technology EUR m thereof Environmental Technology EUR m thereof Packaging Technology EUR m Key Consolidated Balance Sheet Indicators IFRS Assets Dec. 31, 2012 Dec. 31, 2011 Non-current assets EUR m Current assets EUR m Liabilities and shareholders equity Equity EUR m Non-current debt EUR m Current debt EUR m Total assets EUR m Equity ratio % Return on equity (ROE) EBIT % Key Share Indicators Q4/2012 Q4/2011 Highest price EUR Lowest price EUR Closing price as at Dec. 31 EUR Market capitalisation as at Dec. 31 EUR m

5 Sales Revenues 2012 by Segment Sales Revenues/Export Sales 100 Packaging Technology 17.6% Processing Technology 48.3% Export Export Export Environmental Technology 34.1% 0 EUR m Sales Revenues 2012 by Region EBIT Austria 8.9% 10 Africa 9.3% Americas 3.9% Western Europe 47.5% 5.0 Asia/Australia 20.5% 2.5 CEE/CIS 9.9% 0 EUR m EBIT 2012 by Segment Order Intake Packaging Technology 21.4% Processing Technology 36.7% Environmental Technology 41.9% 0 EUR m Binder+Co as Compared to the ATX 200% Order Backlog as at December % % % 1/12 2/12 3/12 4/12 5/12 6/12 7/12 8/12 9/12 10/12 11/12 12/12 0 EUR m Binder+Co AG ATX 5

6 Group Management Report 6

7 Reporting/Scope of Consolidation In October 2008, the Binder+Co AG Packaging Technology Segment was brought into the subsidiary Statec Binder GmbH. Binder+Co AG has a 50.7% shareholding in Statec Binder GmbH, which has thus been fully consolidated within Binder+Co s consolidated financial statements. The sales revenues and results of Statec Binder GmbH are allocated to the Packaging Technology/Other Segment. In May 2011, Binder+Co AG founded a new subsidiary in Italy, which was integrated fully into the Binder+Co Group as Comec-Binder S.r.l., and Bublon GmbH, which was founded in January 2012, is also entirely owned by Binder+Co AG. The sales revenues and results of both these fully consolidated subsidiaries are allocated to the Processing Technology Segment. The first step towards the creation of a new fully owned subsidiary, Binder+Co Machinery (Tianjin) Ltd. in China, was taken at the end of 2012 with the submission of the foundation documents. The public authorities granted a business licence in January 2013, which should permit the commencement of company operations by the end of the first quarter of Depending on the branch served, the sales revenues of this new subsidiary will be allocated to the Processing Technology or Environmental Technology Segment. An Inconsistent and Generally More Difficult Market Environment Overall the economic environment for Binder+Co s mechanical engineering business in 2012 presented an extremely varied picture. System and plant business in the Packaging Technology Segments picked up considerably. Demand remained stable in the Processing Technology and Environmental Technology Segments, but was largely limited to single machines and spare part business. Once again, during the past year the European construction and construction supply industry, and the iron and steel industry, which Binder+Co serves worldwide, were extremely reticent with regard to investment decisions relating to large-scale systems and plants. Business Development Sales Revenues Growth, but EBIT Down on the Preceding Year With order backlog of EUR million at the beginning of the financial year and solid order intake of EUR million, Binder+Co achieved sales revenues of EUR million in 2012, which were thus 6.7% up on the EUR million of the previous year. A decisive factor in this increase in sales revenues was the steady growth of single machines, services and spare part business. Large-volume system and plant business was first obtained in the second half-year and therefore the extent of preprocessing involved in individual projects up to the end of the year was relatively limited. In general, constant good use of available capacity was secured throughout the entire 2012 financial year. Moreover, in the second half of the year, growing numbers of leasing personnel were employed in order to cover workload peaks in the engineering and production areas. 7

8 Sales Revenues EBIT EUR m EUR m In the period under review, EBIT totalled EUR 8.41 million, which was only 1.5% below the EUR 8.54 million of the previous year. However, the 2011 figure included non-recurring income from tax-based research funding and a damages claim, which had a positive influence amounting to EUR 1.3 million. As a result of the discontinuation of these special effects, the 2012 EBIT margin fell slightly to 9.6% (2011: 10.5%). The financing of the investment projects at the Gleisdorf location largely derived from loans, which led to a negative financial result of EUR 0.23 million. Consequently, EBT amounted to EUR 8.18 million. Thanks to the optimization programmes for a reduction in lead time and increased productivity that have been running at Binder+Co for several years, a tangible improvement in result quality can also be expected at the new subsidiaries in the near future. Binder+Co is thus actively countering the increasing competition in system and plant business and the resultant pressure on prices. Export Business Continues to be of Major Significance Consolidated international sales revenues during the period under review provided 91.1% (2011: 88.9%) of total sales revenues and thus underlined the massive importance of export business. With a share of sales revenues of 47.5%, western Europe (excluding Austria) was again the largest sales market, followed by Asia and Australia with 20.5%. Central and eastern Europe (CEE and CIS) provided 9.9%, Africa 9.3% and the Americas 3.9% of sales revenues. Sales Revenues 2012 by Region Africa 9.3% Austria 8.9% Americas 3.9% Western Europe 47.5% Asia/Australia 20.5% CEE/CIS 9.9% 8

9 Performance of the Individual Product Segments Sales Revenues 2012 by Segment Packaging Technology 17.6% Processing Technology 48.3% Environmental Technology 34.1% EBIT 2012 by Segment Packaging Technology 21.4% Processing Technology 36.7% Environmental Technology 41.9% Processing Technology Segment As in the previous year, during 2012 the Processing Technology Segment was characterized by single machines, service and spare part business offering solid margins. By contrast, large-volume system and plant business was subject to massive price pressure and came to a virtual halt in the regions served by Binder+Co. Nonetheless, as a result of the extension of its competence to include comminuting technology, Binder+Co was able to obtain a number of systems orders in both its domestic Austrian and neighbouring German markets. Moreover, the course of business for Comec-Binder S.r.l. in northern Africa was particularly satisfactory. Total order intake in the Processing Technology Segment amounted to EUR million in the period under review (2011: EUR million), while Segment sales revenues amounted to EUR million (2011: EUR million) and thus constituted 48.3% of total sales revenues. Segment EBIT stood at EUR 3.09 million (2011: EUR 3.79 million), which represents a 36.7% share of total EBIT. Environmental Technology Segment Demand in the Environmental Technology Segment during 2012 remained stable. Binder+Co succeeded in acquiring several interesting, international projects with a focus on western Europe, although business in this Segment also started to shift from systems and complete plants in the direction of single machines projects. As a consequence, in the course of the year the Segment demonstrated a large number of new orders, but at EUR million, order intake was nonetheless below the EUR million achieved in 2011, which was an outstanding year. In spite of these facts, Binder+Co was able to maintain its market leadership with its recently developed sensor units for the identification of the lead content in cullet and the sorting of heat-resistant special glass. With sales revenues of EUR million (2011: EUR million) the Segment provided 34.1% of total revenues. The solid single machines business ensured an EBIT contribution of EUR 3.52 million (2011: EUR 3.29 million), which represented 41.9% of total EBIT. 9

10 Packaging Technology/Other Owing to the steady expansion of the product range since 2008, in 2012 the packaging technology knowhow concentrated in the independent subsidiary Statec Binder GmbH experienced a leap in demand, which was reflected by a marked improvement in order intake due to the steady crowing range of products. Contracts with a total value of EUR million were acquired worldwide (2011: EUR million) and at the same time Segment sales revenues amounted to EUR million (2011: EUR million) while EBIT totalled EUR 1.80 million (2011: EUR 1.46 million) and thus contributed 21.4% to total EBIT. After Sales Service Strengthens Market Position The 18.1% share of sales revenues emanating from After Sales Service in 2012 again provided evidence of Binder+Co s solid position in the markets and branches served. At the same time, this development confirms the focus on the servicing and maintenance of company products and the supply of spare parts. European customers in particular have long used the Binder+Co web shop, which is a well-accepted tool for the ordering of frequently required spares. Demand Increases Slightly at the End of 2012 Order intake of EUR million With an order backlog of EUR million, Binder+Co started the 2012 financial year with a sizeable cushion. The subsequent order trend, which was generally satisfactory, demonstrated an upward curve: following solid demand in the first three quarters there was a slight increase in the fourth quarter that resulted in improved order intake. In the final quarter alone, Binder+Co received new orders to the value of EUR million and all in all, order intake in 2012 amounted to EUR million, which was EUR million or 13.8% above the value for the preceding year (2011: EUR million). As at December 31, 2012, Binder+Co had secured an order backlog of EUR million for 2013 and subsequent years. Solid Earnings, Assets and Financial Situation Solid single machine sales in all three segments and service and spare part business with strong margins once again provided an EBIT margin of 9.6%. Nonetheless, Comec-Binder S.r.l., which was taken over in 2011, continued to remain below this average level and as expected, the newly founded Bublon GmbH incurred start-up losses. With return on equity (ROE EBIT ) of 28.1 % (2011: 31.2 %) and an equity ratio of 38.8 % (2011: 39.9 %), Binder+Co once more surpassed the branch average. Working Capital, Cash Flow As compared to the previous year (2011: EUR 9.80 million) working capital remained virtually unchanged at EUR 9.62 million. Net cash flow in the 2012 financial year totalled EUR million and corresponded roughly with the 2011 value of EUR million. Net operating cash flow (OCF) amounted to EUR 2.40 million in the period under review (2011: EUR million). The far higher figure for the previous year was strongly influenced by the assumption of liabilities during the takeover of Comec S.p.A. in Italy and a comparatively low level of payables. At EUR 7.64 million (2011: million), in 2012 cash flow from investing activities was again markedly higher than the average of past years. The extremely high 2011 value resulted on the one hand from the acquisition of assets from Comec S.p.A. and on the other, from investments in infrastructure at company headquarters in Gleisdorf, both of which serve to secure the future profitability of Binder+Co. 10

11 Development work in 2012 focused on the BUBLON and MINEXX-NIR research projects. The MINEXX-NIR project is aimed at using the know-how gathered in the glass recycling field also for the optical sorting of minerals and ores. In order to secure this R&D work, a prototype system was installed at a Chinese mining company and became operational at the end of An evaluation of the extensive operational data thus obtained will now be used to assess the suitability of the sorting system for serial production. Total investments in tangible and intangible assets in 2012 amounted to EUR 7.67 million. This figure was considerably lower than the EUR million of 2011, which, however, had been influenced to a large extent by the acquisition of the assets of Comec S.p.A., as stated above. With the taking of loans and the payment of dividends for the 2011 financial year, the cash flow balance from financing activities in 2012 totalled EUR 1.81 million. In spite of intensive investment activity, cash and cash equivalents stood at EUR 0.76 million on December 31, 2012 (2011: EUR 4.18 million). Production At its locations in Gleisdorf and Badoere di Morgano near Treviso (TV) in Italy, Binder+Co possesses its own production facilities, which are focused on the manufacture of core products and components. At the Chinese location in Tianjin, steel components made in China are to be combined with key parts from Gleisdorf for the assembly of machines and systems. The property, including the production facilities and office space, has been initially rented for five years. In addition, capacities from external production companies worldwide, primarily in eastern Europe, although sourcing also takes place in target markets such as Asia, South Africa and North America, are purchased for the production of steel construction and secondary mechanical engineering components. Human Resources Employee Numbers Again Higher As at December 31, 2012 Binder+Co employed a workforce of 340, which represented an increase of around 6% over the end of 2011 financial year (322 employees). The increase in Binder+Co s in-house capacity underlines the strategy of binding a core team of highly qualified employees to the company. Not least, during the past year measures were implemented for a sustainable increase in productivity by means of suitable educational programmes and systematic basic and further employee training. At the same time, in recent years, an average of 1.0% of the wages and salary sum was invested in basic and further employee training. The overall educational levels of the Binder+Co workforce are high. 26.8% of the salaried staff at Binder+Co are graduates from universities or universities of applied science, while 58.0% have attended academic secondary school or a vocational college. Of the blue-collar personnel, 79.2% have been trained as skilled workers and 17.6% possess a master s certificate. The Binder+Co Group also attaches great value to apprenticeships and at present, ten apprentices are employed. 11

12 Research and Development In the past financial year, Binder+Co continued to work intensively on the new and further development of products. The goals of these activities are the consolidation of the company s technological leadership, as well as not only securing the technical superiority of its machines on a long-term basis, but also further extending it. The latest project in this connection is BUBLON, which was first presented in autumn BUBLON is a technology for the production of a purely natural base composite for construction materials with outstanding insulation and soundproofing characteristics. BUBLON is a further development of an existing Chinese technology and is therefore another example of Binder+Co s Open Innovation policy, which in 2011 was recognized with the presentation of the Best Open Innovator Award of the Zeppelin University Friedrichshafen. In 2012, the innovation rate, which is employed by Binder+Co for the measurement of the business success of its development work averaged 17.1%. This means that during the 2012 financial year, 17.1% of total order intake derived from in-house developed products launched onto the market by Binder+Co during the past three years. An increase in the rate to a level of 25% has been targeted for the coming years. Non-financial Performance Indicators Environmental Report Binder+Co has its own production capacity with an officially approved waste management concept. Corrosion protection constitutes a major environmental consideration and in this area the Binder+Co Group falls into line with official directives, which are adhered to in full. On-site assembly largely takes place without any residues and engineering at companies within the Binder+Co Group is completed in offices and is therefore of limited environmental relevance. In addition to EN ISO 9001:2008 and SCC**:2007 accreditation, in 2012 Binder+Co undertook a special certification audit regarding load-bearing steel components, corrosion protection and design dimensioning. The audit was carried out by representatives from Gesellschaft für Schweißtechnik International GmbH, SLV Munich branch, who subsequently confirmed the conformity of the company s in-house quality system in accordance with EN :

13 Sick Leave Statistics For many years, the sick leave statistic has demonstrated a low level of between 2.0% and 3.0% in relation to the available working days. The figures in the blue-collar area are in the % range and in the white-collar area lie between 1.0% and 2.0%. Adherence to Legal Statutes For Binder+Co as a manufacturer of machinery and plants, the upholding of the relevant statutory regulations, especially in a technical regard, constitutes a vital prerequisite for sustained success. The company also has a production plant licence, which is subject to regular audits. Moreover, work safety is regarded as an especially important issue and adherence is therefore primarily monitored and documented by the production management. The award of the Austrian National Work Safety Prize in 2011 represented confirmation of Binder+Co s extensive efforts aimed at raising health and safety protection to a level beyond statutory requirements. The products themselves are evaluated as to their CE conformity by a quality management system. Risk Management General Risk Report The Binder+Co Group designs and manufactures single machines and uses combinations of its own, thirdparty and purchased products and parts to build complete systems. The high levels of engineering skills required are associated with a variety of technical, legal, managerial and financial risks. As a result of its strong export orientation, the Binder+Co Group invests intensively in the expansion of its sales and distribution network. At present, the Group delivers to more than 60 countries worldwide and is thus subject to the general risks of fluctuations in the global economy and exchange rates, which can have a negative effect on the course of business. Furthermore, the Binder+Co Group is active in a highly competitive branch in which order intake and sales revenues continue to depend upon the decisions of a few individuals. This situation can result in considerable fluctuations, which are, however, standard to this business area. Moreover, changes to legal statutes and other regulations that lead to stricter requirements, especially in the environmental and human resources sectors, can also generate increased costs and thus lead to reduced income. The company endeavours to identify possible risks at an early stage and then manage them with the aid of internal and external audits, reviews, and the services of experts. Binder+Co Group employees are among acknowledged experts in their fields, but residual risks cannot be eliminated. 13

14 Special Risk Report Price Change Risk Contracts and agreements with suppliers and customers frequently contain price alteration clauses, in order to limit the impact of risks that the Binder+Co Group cannot control. For its part, the Binder+Co Group endeavours to only conclude lump sum contracts with its suppliers. However, sudden changes in purchasing prices and/or the necessity of an unscheduled switch of supplier are virtually impossible to control and could have a negative influence on the earnings situation. Payment Default Risk As the Binder+Co Group is dependent upon a small to medium-sized clientele, it seeks to prevent cluster risks. Consequently, only in exceptional cases does the group allow the provision of more than 5% of annual sales revenues from a single order and/or customer. In addition, Binder+Co limits the payment default risk by means of the appropriate insurance, bank guarantees, or prepayments. Liquidity Risk Delays in payment or defaults in the case of some large-scale projects can exert a major influence on group cash flow and thus entail corresponding risks. Reports concerning payment arrears relating to the most important debtors in value terms are discussed at the regular meetings of the Management Board and liquidity forecasts are prepared. If required, appropriate measures are then initiated to improve liquidity. The focus with regard to the minimization of the liquidity risk is on 12-month, rolling financial planning, the regular monitoring of payment flows and credit line hedging. Binder+Co s current rating also secures easy access to the financial markets. Binder+Co capital management is targeted on securing business operations, an increase in business value and the creation of a solid capital basis, which primarily serves the financing of Binder+Co s chosen growth course and guarantees the company s solid dividend policy. While taking into account the local requirements of group companies, adherence to the minimum equity ratio of 30% established within the group, represents the nucleus of capital management. Interest Rate Risk Fluctuations in market interest rates with regard to external loans constitute a certain risk, which in the case of borrowings, is kept to a minimum by means of periodic controls. Appropriate measures are coordinated between the Management Board and the Finance and Controlling Department. Exchange Rate Risk As far as possible, the group tries to transact all foreign business in euros. Where this is not possible, foreign currency transactions are hedged by measures such as currency futures transactions. Internal Risk Management System The Binder+Co risk management system is structured as follows: Order Acquisition Quotations are prepared using standardized templates, which have been subjected to commercial and legal examination. Depending on the level of financial risk, in addition to a commercial check by the company s authorized officers, an expert group specially designated according to product segment completes a process-related review. During this technical process review, a risk analysis is prepared, which if required, forms the basis of additional measures. 14

15 Order Realization Order realization is undertaken by selected teams with differing compositions, which are headed by a responsible project manager, who reports to representatives of the management team at regular meetings on the development of the project in process. For their part the responsible management team members report on selected projects to the executive management at the regular meetings of the Management Board and senior managers. At these meetings, standardized reports are also provided regarding liquidity, financing and possible ongoing legal disputes. In the case of risks posing a major threat, such information is provided immediately to the executive management. Decisions concerning the measures to be initiated are either taken directly during project conferences, or at the regular meetings of the Management Board and senior managers, and are then documented in a protocol. Innovation and Development Rapid shifts in market requirements demand constant further and new product development. Technological changes and the short life-cycles of new products can lead to the failure of individual development projects to achieve full amortization. Attempts are made to minimize risk prior to the commencement of a development project. Relevant market data is collected, the level of difficulty of the development is established through the appropriate cost evaluation, and a forecast of the potential sales volume is prepared. The success of a new development is assessed on the basis of Binder+Co s self-defined innovation ratio, which is determined annually. A major element in this calculation is the order intake derived from new products in the first three years after their market launch. In the course of quarterly meetings, apart from progress reports relating to specific development projects, management is also provided with a risk report. The necessary measures are then quickly coordinated with the Management Board. Extended Measures 2012 The company has assumed a voluntary obligation to adhere to the provisions of the Austrian Corporate Governance Code. In accordance with Rule 83 of the Code, the auditor must assess the functionality of the risk management system. On the basis of the documentation made available to it, Grant Thornton Unitreu GmbH, the auditing company commissioned with the auditing of the consolidated financial statements, gave a positive judgement regarding the functionality of the Binder+Co risk management system. Binder+Co thus fulfils all the statutory requirements in this area, as well as the extended provisions of the Austrian Corporate Governance Code. 15

16 Outlook A marked economic downturn is currently evident in Europe s EU states. As developments in this region have a decisive influence on Binder+Co business, it can be anticipated that the demand for single machines in this market will remain stable, but once again virtually no growth impulses will emanate from the systems and plant business. Similar conditions can also be expected in the CIS. However, as a result of the focus on Asia in general and the growth markets of India and China in particular, the consolidation phase in the EU nations and the CIS should be more than compensated for. In addition, with its extensive mining activities and burgeoning recycling industry, South America also offers interesting potential for Binder+Co, while owing to investments in the recycling branch and mining industry, North America should provide positive growth scenarios for the Binder+Co Group in future years. The Binder+Co management envisages positive medium-term opportunities for growth in its stepping up of overseas activities and the continued, intensive support of the European core market. An especially significant role in this regard may be played both by Binder+Co s leadership in the field of sensor technology for the sorting of diverse raw materials, and the thermal treatment of perlite for purposes including the manufacture of top quality insulation and soundproofing materials. With order backlog of EUR million as at December 31, 2012 the Binder+Co management sees the foundations for a further year of growth as having been laid. The achievement of growth and result quality well above the branch average remains a declared objective of the Binder+Co management. Gleisdorf, February 4, 2013 Karl Grabner Jörg Rosegger 16

17 Consolidated Financial Statements 17

18 Consolidated Balance Sheet IFRS As at December 31, 2012 Assets EUR k Notes Dec. 31, 2012 Dec. 31, 2011 A. Non-current assets I. Intangible assets 1. Capitalised development costs (1) 4,475 3, Industrial property rights (1) 969 1, Goodwill (1) ,190 5,096 II. Tangible assets 1. Land and buildings, including buildings on non-owned land Land (2) 6,896 6,767 Buildings (2) 17,777 13,184 24,673 19, Plant and machinery (2) 3,759 3, Other equipment, factory and office equipment (2) 1, Prepayments made and plant under construction (2) 718 2,793 30,813 27,252 III. Financial assets 1. Securities held as non-current assets (3) Other loans (3) ,403 32,748 B. Current assets I. Inventories 1. Raw materials and supplies (4) 6,137 6, Finished goods (4) ,111 6,952 II. Receivables and other assets 1. Trade receivables (5) 25,814 20, Other receivables and assets (5) 5,941 4,431 31,755 24,557 III. Cash and cash equivalents (6) 757 4,178 39,623 35,687 Total 77,026 68,435 18

19 Consolidated balance s IFRS as at December 31, 2010 Liabilities and shareholder s equity EUR k Notes Dec. 31, 2012 Dec. 31, 2011 A. Equity I. Issued capital (7) 3,750 3,750 II. Reserves (7) 24,144 22,095 III. Non-controlling interests (8) 1,998 1,482 29,892 27,327 B. Non-current debt I. Provisions 1. Provision for severance payments (9) 4,512 3, Provision for pensions (9) Deferred tax liabilities (10, 11) 2,755 2, Other non-current provisions (9, 10) 1, ,218 7,958 II. Liabilities 1. Liabilities to banks (12) 1, Other liabilities (14) 6,417 6,555 7,917 7,263 17,135 15,221 C. Current debt I. Provisions 1. Current tax liabilities (10) Other current provisions (10) 6,908 8,384 7,202 8,683 II. Liabilities 1. Liabilities to banks (12) 5, Prepayments received 3,413 5, Accounts payable trade (13) 11,805 8, Other liabilities (14) 2,366 3,146 22,797 17,204 29,999 25,887 Total 77,026 68,435 19

20 Consolidated Income Statement IFRS For the period from January 1 to December 31, 2012 EUR k Notes Sales revenues (15) 87,164 81, Changes in inventories of finished goods and work in progress Own work capitalised 1,729 1, Other operating income (16) 2,429 3, Raw materials and consumables used (4) 45,154 44, Staff expenses (18) 23,516 20, Depreciation and amortisation expense (1, 2) 2,606 2, Other operating expenses (17) 11,744 11, Operating result (EBIT) 8,405 8, Finance costs (19, 20) Earnings before tax (EBT) 8,179 8, Income tax expense (11) 2,046 1, Profit for the year 6,133 6,769 Thereof attributable to: Parent company shareholders 5,604 6,308 Non-controlling interests ,133 6,769 20

21 Consolidated Statement of Comprehensive Income IFRS For the period from January 1 to December 31, 2012 EUR k Profit for the year 6,133 6, Exchange differences on translating foreign operations Actuarial gains/losses on defined pension/benefit schemes Taxes on other income Available for sale financial assets Other comprehensive income, net of tax Total comprehensive income for the year 5,713 6,769 Thereof attributable to: Parent company shareholders 5,196 6,308 Non-controlling interests ,713 6,769 21

22 Consolidated Cash Flow Statement IFRS For the period from January 1 to December 31, 2012 EUR k (+/ ) Earnings before tax 8,179 8,539 (+/ ) Profit/loss on sales of non-current assets (+/ ) Depreciation/revaluation of non-current assets 2,606 2,478 (+/ ) Changes in non-current provisions 1,260 1,199 Net cash flow 12,420 12,222 (+/ ) Changes in inventories including prepayments 158 2,880 (+/ ) Changes in trade receivables, other receivables and accruals 7,198 3,358 (+/ ) Changes in trade payables, other liabilities and accruals ,043 (+/ ) Changes in deferred taxes not affecting cash flows (+/ ) Taxes paid 1,492 1,236 (+/ ) Changes in equity not affecting the result (+/ ) Changes in current provisions 1, Net operating cash flow (OCF) 2,404 17,853 ( ) Investments in tangible and intangible assets 7,668 18,285 ( ) Investments in financial assets 0 0 (+) Cash flow from sales of tangible and intangible assets 32 7 (+) Cash flow from sales of financial assets 0 0 Net cash flow from investing activities 7,636 18,278 (+/ ) Proceeds from and repayment of financial liabilities 5,828 1,174 (+/ ) Dividends to shareholders 4,017 3,641 Net cash flow from financing activities 1,811 2,467 Net change in cash and cash equivalents 3,421 2,892 ( ) Cash and cash equivalents at the beginning of the period 4,178 7,070 (+) Cash and cash equivalents at the end of the period 757 4,178 Change 3,421 2,892 22

23 Consolidated Equity Statement IFRS Issued Capital Revenue Other Own Binder+Co Non-controlling Total EUR k capital reserves reserves reserves shares shareholders interests equity Balance at Dec. 31, , , ,084 22,781 1,020 23,801 Profit for the year 0 0 6, , ,769 Payment of dividends 0 0 3, , ,641 Repurchase of own shares Sale of own shares Option reserves Balance at Dec. 31, , , ,026 25,846 1,481 27,327 Balance at Dec. 31, , , ,025 25,846 1,481 27,327 Profit for the year 0 0 5, , ,133 Actuarial gains/losses on defined pension/benefit schemes (IAS 19) Income taxes thereon Consolidated income 0 0 5, , ,713 for the year Payment of dividends 0 0 4, , ,017 Repurchase of own shares Sale of own shares Option reserves Investment grants Balance at Dec. 31, , , ,894 1,998 29,892 23

24 Notes to the Consolidated Financial Statements as at December 31, 2012 The subsequent notes to the accounts are an integral part of the Group s consolidated financial statements. 1. The Company Binder+Co AG is an Austrian joint-stock company with headquarters in A-8200 Gleisdorf and is registered at the Graz Provincial Court under the number FN g. The company is principally engaged in the production of machinery, plants and systems for the processing and recycling of bulk goods, as well as their packaging via its subsidiary, Statec Binder GmbH, and operates production centres in Gleisdorf, Austria and in Badoere di Morgano, Italy. Its international sales and distribution network is tailored to serve three industrial branch segments composed of processing, environmental and packaging technology. Western Europe, the CEE states, Asia, Australia, Africa and North America constitute the Group s main sales markets. The average number of employees in the Group in 2012 was 331 and 280 in On June 18, 2007, Binder+Co AG was admitted to the newly created mid market segment of the Vienna Stock Exchange, having previously been part of the unregulated Third Market. Subsequently, on July 16, 2007, the company was re-listed as part of regulated OTC trading and with effect from September 21, 2009, the Binder+Co AG share was accepted into mid market continuous trading. However, in the course of resource optimization with a focus on strategic further development, as per January 15, 2010, Binder+Co AG switched from the regulated free trading area to the Third Market. The ownership structure of Binder+Co AG was determined on the basis of the registration list for the 13 th Annual General Meeting held on April 11, 2012, which showed that the shareholders registered held a total of 88.1% of company stocks. In terms of the total number of shares, the Herbert Liaunig Private Trust held 28.3% of company stock, the Albona Private Trust 23.1%, Treibacher Industrieholding GmbH 16.1% and Dr. Veit Sorger 6.4%. This meant that 26.1% of shares were in free float. As a result of the bringing in of its Packaging Technology Segment activities, with effect from October 1, 2008, Binder+Co AG has a 50.7% interest in Statec Binder GmbH. In the course of an asset deal, on May 12, 2011, Comec-Binder S.r.l. was founded in Badoere di Morgano, Italy. The new subsidiary, which specializes in comminuting technology is owned solely by Binder+Co AG and became operative on July 11, Company sales revenues and results are allocated to the Processing Technology Segment. On January 24, 2012, Binder+Co AG founded Bublon GmbH an additional, fully owned subsidiary in the Processing Technology Segment. The new Gleisdorf-based company is responsible for the marketing of BUBLON technology which is used for the production of an entirely natural basic composite for construction materials with outstanding insulation and soundproofing characteristics, was launched in the autumn of The consolidated financial statements are the responsibility of the Management Board and are presented to the Supervisory Board. The Supervisory Board approved these statements for publishing on February 26,

25 2. Application of New and Amended Standards and Changes to Estimates During the preparation of the consolidated financial statements, amendments to existing IAS and IFRS and interpretations, as well as newly issued standards and interpretations were accounted for where these had been published in the Official Gazette of the European Union prior to December 31, 2012 and had taken effect by this date New and Amended Standards and Interpretations that have Taken Effect Since the Last Consolidated Financial Statements As a result of an amendment to IFRS 1, in the case of initial applications, the fair value of financial assets and liabilities prior to the date of transition to IFRS need not be reported. In addition, an exemption rule has been introduced for companies subject to serious, high inflation. With IFRS 7 (Financial Instruments: Disclosures), extended reporting obligations were assumed with regard to the disclosure of financial assets. These additional disclosures are intended to create greater transparency with regard to transactions during which the transferred risks from the financial assets are retained. The altered rules are to be applied from the 2012 financial year onwards. IAS 1 standardizes the items in the Recycling (items of income that are reclassified to profit and loss) and Non-Recycling (items of income that are not reclassified to profit and loss) categories of Other income. The amendment to IAS 12 clarifies how deferred taxes on property held as a financial investment and measured at fair value are to be determined. A rebuttable presumption applies that the carrying amount of the underlying asset will be recovered through sale. Accordingly during the determination of the deferred taxes, the basic taxation principles for disposal gains are to be applied. In the course of the annual Improvements to IFRS 2011 project, which is aimed at enhancing accounting standards, the main amendments made involved editorial and adjustments with regard to content to a number of standards. The aforementioned amendments and new versions were taken into account during the drawing up of the consolidated financial statements, but did not have any significant effects on the presentation of the Group s assets, financial and earnings position New and Amended Standards and Interpretations that are Agreed, but are not yet in Force The following standards and interpretations were amended prior to December 31, However, their employment was not obligatory for the 2012 financial year. IFRS 9 contains new classification and valuation rules for financial assets. These stipulate that all the financial assets that currently fall into the area of application of IAS 39 will subsequently be measured at either amortized cost or fair value. In October 2010, a version (amended) of IAS 9 was published, which contained the rules for the classification and valuation of financial assets. The rules are to be applied from the 2013 financial year onwards. The new rule regarding employee benefits, which is to be applied from 2013 onwards, requires the immediate recognition of all changes to performance-related benefits and the fair value of the planned asset at the time of their occurrence. The corridor, which was possible to date under the terms of the valid stipulations has been abolished. As a result, all actuarial gains and losses are to reported under Other income in the year of occurrence. In future, the net pension liability or asset in the balance sheet will thus continue to show the full cover shortfall or surplus. The group has made a premature switch to the amended IAS 19 and therefore no longer recognises actuarial gains and losses as profit and loss, but as Other income. In the 2012 financial year, the early use of the amended IAS 19 resulted in a reduction of group income of EUR 561,000 (2011: EUR 0). The effect on deferred taxes amounted to EUR 141,000 (2011: EUR 0). Basically, the amended IAS 19 is to be employed with backdated effect, but as the corresponding effects are immaterial, Binder+Co AG refrained from using backdated application. Additional obligations regarding disclosures relating to the transfer of financial assets have been included in IFRS 7 ( Financial Instruments Disclosures ). These enhanced disclosure requirements are intended to create a better understanding of transactions in which the transferred risk may remain with the transferor. The amended rules are to be applied from the 2012 financial year onwards. 25

26 IFRS 10 replaces the rules relating to consolidated financial statements contained in IAS 27 Consolidated and Separate Financial Statements. In addition, IFRS 10 has replaced SIC 12 Consolidation Special Purpose Entities. With IFRS 10, the IASB has established the concept of control as a uniform principle. The amended rules will be applicable from the 2013 financial year onwards. IFRS 12, Disclosure of Interests in Other Entities, combines the revised disclosure obligations with regard to IAS 27, IFRS 10, IAS 31, IFRS 11 and IAS 28 to form a single standard. The amended regulations are to be applied from the 2013 financial year onwards. IFRS 13 contains uniform guidance on fair value measurement and related disclosure requirements. The standard defines the term fair value, creates a framework for fair value measurement and stipulates disclosures regarding the measurement of fair value. The amended rules are to be applied from the 2013 financial year onwards, although earlier application is permitted. Apart from those above, the aforementioned amendments and new versions, and the annual improvements in 2012 are not expected to have any significant effects on the presentation of the Group s assets, financial and earnings position Changes to estimates During the evaluation of liabilities to employees, the market interest rate was lowered from 5.25% to 4.25%. The total actuarial losses of EUR 647,000, which consisted of EUR 86,000 from the long-service bonus obligation and EUR 561,000 for severance payment and pension obligation were taking into appropriate, respective account in the Staff costs and the consolidated statement of comprehensive income. 3. Accounting Principles and Summary of the Presentation and Valuation Methods 3.1. Accounting Principles Pursuant to 245a Austrian Commercial Code (UGB), the consolidated financial statements as at December 31, 2012, were prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and include the interpretations of the Standing Interpretations Committee (SIC) already requiring application as applied within the EU. The additional requirements of 245aa Austrian Commercial Code (UGB) are fulfilled. The consolidated financial statements include the parent company Binder+Co AG, the subsidiary, Statec Binder GmbH, in which a controlling interest of 50.7% is held and the fully owned subsidiaries Comec-Binder S.r.l. and Bublon GmbH. The consolidated financial statements concur with the related European Union directives (Directive 83/349/EEC). The rights of selection of the companies included in the consolidated financial statements of the Binder+Co Group were uniformly applied. Binder+Co AG employs the euro as its functional and reporting currency. The annual financial statements and notes are presented in euros, rounded to thousands (EUR k) in accordance with commercial rounding methods. As a result of the use of automatic calculating machines, differences derived from rounding may occur in the addition of rounded sums. With the exception of the valuation of provisions, the valuation of the individual items in the consolidated financial statements is in line with the historical cost principle. Provisions (including provisions for personnel) are basically reported at present value. The preparation of the consolidated financial statements in accordance with IFRS required estimates, while the use of uniform accounting and valuation methods demanded corresponding appraisals on the part of the management. Areas with large margins of discretion or complexity in which assumptions and estimates are of decisive importance to the consolidated financial statements are listed under Note Methods and Scope of Consolidation Capital consolidation takes place through the elimination of historical costs (= book value) and the newly valued pro rata equity of the participation at the time of purchase. Resultant asset-side differences are reported as goodwill. 26

27 With regard to goodwill, IFRS 3 is employed. Goodwill is not subject to scheduled depreciation, but to an impairment test in line with IAS 36. As at December 31, 2012, the scope of consolidation includes the following companies: Parent company Binder+Co AG Gleisdorf, Austria Subsidiary Statec Binder GmbH Gleisdorf, Austria 50.7% Subsidiary Comec-Binder S.r.l. Badoere di Morgano, Italy 100% Subsidiary Bublon GmbH Gleisdorf, Austria 100% As a result of the bringing in of its Packaging Technology Segment activities, since October 1, 2008, Binder+Co AG has owned a 50.7% interest in Statec Binder GmbH. Moreover, the company has been the sole owner of Comec-Binder S.r.l. since May 12, 2011 and of Bublon GmbH since January 24, These subsidiaries are included in the scope of full consolidation Currency Translation The Group currency is the euro, which is also the functional currency of the consolidated companies. Business Transactions in Foreign Currencies In the individual financial statements of the consolidated companies, transactions in foreign currencies are translated into the functional currency of the company at the exchange rate on the date of the transaction. Exchange rate gains and losses derived from the translation at the time of the transaction and the balance sheet closing date are recognized in the income statement. In the 2012 financial year, recognized foreign currency gains amounted to EUR 14k (2011: EUR 104k), while recognized foreign currency losses totalled EUR 33k (2011: loss of EUR 91k). As a rule, the companies endeavour to complete all international business in euros. However, should that not be possible, exchange rate hedging is undertaken Accounting and Valuation Principles Goodwill and Liability-Side Differences In accordance with IFRS 3, goodwill may no longer be subject to scheduled depreciation. In order to establish the need for possible writedowns, goodwill is subjected to an impairment test at least once a year. In line with IAS 36, an impairment test is completed, which in the case of a recognizable goodwill impairment, results in extraordinary depreciation. After March 31, 2004, liability-side differences derived from the consolidation are no longer foreseen. A balance surplus leads to a new assessment of fair value. Remaining negative goodwill is recognized as income and eliminated Tangible and Intangible Assets Purchased intangible assets are recognized at the cost of acquisition net of scheduled and extraordinary depreciation and amortization. In the case of internally generated intangible assets, the period during which these were accrued is divided into a research and a development phase. Costs incurred during the research phase are immediately recognized as an expense. Costs incurred in the development phase are capitalized as intangible assets, subject to the proviso that the future economic benefit of the expenses incurred and, above all, the technical feasibility of the product or process can be demonstrated. Internally generated intangible assets are recognized at the cost of production, net of scheduled and extraordinary depreciation and amortization. In 2012, capitalized development costs amounted to EUR 1,134k (2011: EUR 1,164k). Tangible assets are recognized at the cost of acquisition or production net of scheduled and extraordinary depreciation and amortization. 27