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KEY FIGURES HANSA GROUP
01.01.-30.09. 01.01.-30.09.
Earnings in EUR million 2013 2012
Revenue 250.9 325.0
- inside Germany 123.0 164.8
- outside Germany 127.9 160.2
EBITDA - 3.8 27.2
operating EBIT1 - 9.7 21.8
EBIT - 13.6 11.9
Net income of the period - 18.1 5.6
Earnings per share (in EUR) - 0.35 0.12
Consolidated Cash Flow Statement in EUR million
Cashflows from operating activities - 13.9 - 11.8
Cashflows from investing activities - 0.7 1.1
Cashflows from financing activities 3.0 - 20.6
Financial positions in EUR million 30.09.2013 31.12.2012
Total assets 371.7 405.1
Net dept 110.1 119.4
Equity 84.3 93.5
Equity ratio (in %) 22.7 23.1
Employees
Employees 498 616
- Industrial workers 311 364
- Clerical workers 187 252
Shares
Number of shares (in million) 52 48
Market capitalisation (in EUR million) 54.6 113.9
Closing share price as of 30.09.2013 / 28.09.2012 (in EUR) 1.06 2.37
1adjusted to reflect the effects of the PPA
FOREWORD BY THE MANAGEMENT BOARD 4
MANAGEMENT REPORT AS OF Q III 2013 6
CONSOLIDATED BALANCE SHEET 11
CONSOLIDATED INCOME STATEMENT 12
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME 12
CONSOLIDATED CASH FLOW STATEMENT 13
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY 14
NOTES AS OF Q III 2013 15
STATEMENT BY LEGAL REPRESENTATIVES 23
CONTACT / PUBLISHING DETAILS 24
CONTENT
4 FOREW ORD BY THE MANA GEMENT BOARD
FOREWORD BY THE MANAGEMENT BOARD
Dear shareholders, dear customers, colleagues and friends of HANSA Group,
HANSA GROUP AG achieved a number of operating successes in the first nine months of fiscal year 2013.
Progress was made in the expansion of the value added chain and we now produce even more feed materials
ourselves. We are also continuing to work successfully on our chemical park model, in which we attract suppli-
ers and business partners to set up shop at our production sites. As a result of this strategy, we acquired Sol-
vay Novecare, a subsidiary of international chemical corporation Solvay Group, as a further partner. Solvay
Novecare is currently building a plant for the production of special surfactants and the required feed materials
at the Company headquarters in Genthin. After selling parts of the chemicals trading business at the end of
the third quarter of 2012, we have also consolidated our core business in the two segments Chemicals and
Consumer Products.
However, this pleasing operating development was tempered by substantial financial burdens. As a result, we
will fall significantly short of our full-year financial targets – as announced at the end of August. In the first nine
months of fiscal year 2013, HANSA GROUP AG generated sales of 251 million euro, posting a net loss for the
period of 18 million euro. Aside from any operating effects, the strategic reorientation of HANSA GROUP AG
as a dedicated production company also negatively impacted results. Another factor was lower-than-expected
capacity utilization, which hampered development in both the Chemicals and Consumer Products divisions.
Three-stage restructuring program launched
We have been swift in our response to these business developments and launched an extensive restructuring
program at the start of the third quarter in conjunction with an external consulting firm (Roland Berger).
The first phase of this three-stage program was successfully concluded at the start of the fourth quarter of
2013. One particularly pleasing factor is that we are on the right course with our core business. After the com-
pletion of the analysis and conception phase, our existing business model and strategy were shown to be
correct. However, there are a number of aspects of our organizational structure that we must refine to find our
way back to the path of success. We are investing all of our energy and commitment into this process.
All necessary restructuring measures have already been set in motion, including the review and dimensioning
of our sites. We are reorganizing our sites as dedicated production sites and consolidating sales and adminis-
trative functions, which were previously spread across a variety of sites, centrally in Duisburg. We are also in
the process of optimizing our partnerships with individual HANSA Group subsidiaries. To achieve this, we are
optimizing existing structures and processes, seizing the resulting synergies, and ultimately cutting costs.
Aside from a significant enhancement of operating performance, the balance sheet also requires restructuring.
We are currently holding extensive and intensive negotiations with a number of banks. We have already
agreed a moratorium with our financing partners, which should allow the creation of a viable financing concept
by the end of the year. We are confident that we will bring the negotiations to a successful conclusion.
FOREW ORD BY THE MANAGEMENT BOARD 5
Highly qualified and motivated employees are the basis for our future growth. That's why we are primarily fo-
cusing on reducing the number of part-time and temporary employees in our efforts to adjust personnel num-
bers in line with the new structure. We intend to do our utmost to retain our permanent staff in this extremely
challenging phase. In addition, we require new employees to assume roles in central functions.
Outlook: Medium-term cost leadership in Care Chemicals market
Our chemicals and products are geared toward high-volume markets. The market for detergents, cleaning
agents, and body care products is almost completely independent of economic cycles and lifestyle trends,
meaning that barely any declines are seen here, even in phases of weak economic development. We counter-
act the often moderate growth rates of high-volume markets by focusing on sub-segments in which we main-
tain a below-average presence or in which growth is above average. With an optimized cost base and organi-
zational structure, we intend to take better advantage of this potential moving forward.
So far, the anticipated growth in terms of sales quantity in the Chemicals and Consumer Products segments
has failed to materialize. In addition, we are set to fall short of our financial targets for 2013. However, given
that we have been swift to launch our restructuring measures, these effects will have positive implications for
our financial indicators once the measures take effect. As a result, we expect to achieve a turnaround in our
earnings in the next fiscal year.
As mentioned above, we not only need to improve operating performance, we also need to restructure our bal-
ance sheet. An agreement with financing partners on a moratorium can be considered the first positive step in
this direction. However, there will be some tough decisions and uncomfortable measures on the road ahead
before this process is complete. We are currently working hard to develop concrete concepts with all the cor-
responding details.
Our medium-term target is also clearly defined. We want to assume the role of cost leader in the Care Chemi-
cals market by cutting costs substantially. In the Chemicals segment, we possess a high-quality product port-
folio and offer our customers outstanding security of supply and the highest environmental standards when it
comes to production and logistics. In Consumer Products, we will continue to increase our competitiveness in
the private labels market and remain a strategic partner for our customers.
November 2013
HANSA GROUP AG
The Management Board
Khodayar Alambeigi Thomas Pfisterer
6 MANAGEMENT REPORT AS OF Q I I I 2013
MANAGEMENT REPORT AS OF Q III 2013
Business development and
macroeconomic conditions Aside from persistent structural problems, leading in-
dustrialized countries have experienced significant
economic recovery since the start of the year. The
US economy absorbed budget cuts and an agree-
ment was finally concluded in the smoldering budget
crisis at the start of the fourth quarter with the lifting
of the debt ceiling. In the eurozone, the fear of the
further escalation of the sovereign debt crisis in cer-
tain EU member states has abated somewhat. Pro-
duction increased here for the first time in 18 months.
Signs of an upturn in German economic develop-
ment also arrived late in the third quarter. According
to the joint economic forecast for fall 2013 published
by Germany's leading economic research institutes,
current indicators point to an overall improvement in
economic development. The German economy
benefitted from a boost in domestic demand, less
uncertainty in relation to the European sovereign
debt crisis, and the overall upturn in the global eco-
nomic climate.
On the commodities markets, crude oil prices rose to
over 115 US dollars per barrel at the end of August/
early September. Predominantly due to political in-
stability in the Middle East, the price of crude oil only
just fell short of February's annual highs. The oil
price closed the quarter at just under the 110 US dol-
lars per barrel mark. According to information from
the Organization of Petroleum Exporting Countries
(OPEC), the average price of Brent crude oil fell in
the first nine months of the fiscal year by around
3 percent year on year to 108.42 US dollars per
barrel.
Overall, business in the first three quarters of 2013
was weaker than anticipated. Divergences from tar-
gets are mainly connected to lower-than-expected
capacity utilization in the Chemicals and Consumer
Products divisions, even though we were able to rec-
ord positive levels of capacity utilization at some pro-
duction sites and year-on-year increases in sales
quantities. Furthermore, the strength of the euro
against the US dollar in the third quarter also had a
negative impact, with this currency pair having a det-
rimental effect on our business development in con-
trast to the prior year.
In the summer, HANSA GROUP AG kicked off an
extensive restructuring program in conjunction with
corporate consulting firm Roland Berger. The first
phase of this program has already been completed.
The restructuring process is divided into a total of
three phases (analysis and concept, initialization,
and control). All agreed measures are currently in the
process of being implemented.
Sales development within the Group Sales in the first three quarters of the year fell by
74,064 thousand euro, or 22.8 percent year on year,
to 250,946 thousand euro. The loss of a part of trad-
ing activities (trading sales to Q III 2012: 95,538
thousand euro) continues to have an impact on
sales.
In the first nine months of the year, some 56.1 per-
cent of sales were generated by the Chemicals seg-
ment and 43.9 percent by the Consumer Products
division. Therefore, sales in Chemicals came to
140,859 thousand euro, dropping by 74,535 thou-
sand euro compared to the prior-year period. These
figures are not comparable to those from the same
period in the prior year due to the sale of parts of our
trading activities.
MANAGEMENT REPORT AS OF Q I I I 2013 7
The Consumer Products segment reported sales of
110,087 thousand euro. As a particular result of the
disappointing orders and price development, sales in
the first nine months remained at almost the same
level as the prior-year period (Q III 2012: 109,616
thousand euro). Lower production volumes on ac-
count of the worsening order situation and a delay in
agreements regarding feed materials being passed
on to the market had a considerable impact on nega-
tive segment developments.
Intra-Group sales totaled 167,302 thousand euro as
of the end of the third quarter of 2013 compared to
120,263 thousand euro in the prior-year period.
Viewed by region, about 123,027 thousand euro
(prior year: 164,765 thousand euro) was generated
in Germany and 127,919 thousand euro (prior year:
160,245 thousand euro) in Europe and other foreign
markets in the first nine months of the year
Earnings development In the first nine months of the current fiscal year,
HANSA Group generated EBIT of -13,607 thousand
euro (prior year: 11,910 thousand euro). Effects such
as the sale of parts of the chemicals trading busi-
ness, the increased use of material, the tenside plant
not running at the planned capacity, one-off ex-
penses resulting from the reduction of Group loca-
tions, and lower sales volumes led to decreasing
Group earnings. EBITDA fell by 30,957 thousand
euro to -3,757 thousand euro; however, it should
be considered here that the sale of trading activities
in the third quarter of 2012 was recognized in profit
or loss.
Other operating income, primarily sourced from the
recharging of services, amounted to 3,608 thousand
euro compared to 6,652 thousand euro in the prior-
year period. The prior-year figures are mainly the re-
sult of claims for damages from suppliers and other
allowances.
In the first half of 2013, overall costs fell in relation to
sales.
The most important cost categories developed as fol-
lows in the first nine months of 2013: Material ex-
penses amounted to 191,222 thousand euro, com-
pared to 232,689 thousand euro in the prior-year pe-
riod. Personnel expenses declined slightly by 1,836
thousand euro compared to the prior year and to-
taled 24,060 thousand euro. As of September 30,
2013, the Group had 529 employees (prior-year pe-
riod: 632 employees) located in Düren, Duisburg,
Genthin, Greven, Ibbenbüren, and Wuppertal. Other
operating expenses were down 15.0 percent to
41,449 thousand euro compared to 48,779 thousand
euro in the prior year. Besides savings, the reduction
was due to the sale of parts of the chemicals trading
business.
The financial result amounted to -4,756 thousand
euro, declining by 676 thousand euro compared the
prior-year period (Q III 2012: -4,081 thousand euro).
Earnings per share decreased from 0.12 euro
to -0.35 euro.
Net assets and financial position The consolidated balance sheet total of HANSA
Group came to 371,720 thousand euro as of
September 30, 2012 compared to 405,058 thousand
euro as of the balance sheet date on Decem-
ber 31, 2012.
8 MANAGEMENT REPORT AS OF Q I I I 2013
On the asset side, non-current assets fell by 8,723
thousand euro to 262,901 thousand euro compared
to the end of the prior year. Current assets fell to
108,819 thousand euro. While trade receivables rose
by 2,597 thousand euro to 46,680 thousand euro, in-
ventories fell by 4,162 thousand euro. Cash and
cash equivalents decreased in the same period by
14,486 thousand euro to 7,640 thousand euro. The
8,564 thousand euro decline in other receivables and
assets is a result of the receivables from the share-
holder in relation to the capital increase of June 2013
no longer being recognized.
On the liabilities side, equity decreased by 9,111
thousand euro, compared to December 31, 2012, to
84,348 thousand euro as a result of the negative re-
sults. The decline in the balance sheet total and the
implemented capital increase caused the equity ratio
to fall slightly from 23.1 percent to 22.7 percent.
At present, the Company does not hold any own
shares. The table “Statement of changes in share-
holders' equity” on page 14 contains a detailed
breakdown of influences on equity.
Non-current provisions and liabilities amounted to
106,954 thousand euro, declining marginally year on
year by 123 thousand euro. The increase in provi-
sions for pension obligations (+1,625 thousand euro),
the decline in financial liabilities (-6,041 thousand
euro), and the decrease in other liabilities (-5,209
thousand euro) played a significant role here. The in-
crease in other liabilities is the result of the financing
agreement with IHAG AG. The downward develop-
ment of financial liabilities, which were recorded as
61,237 thousand euro as of September 30, 2013, is
the result of scheduled repayments of 6,041 thou-
sand euro.
In light of the substantial deterioration of the liquidity
situation over the course of the year, we are currently
in negotiations with external creditors. A moratorium
has been in place with creditors since September
2013. We intend to use the rest of 2013 to define a
financing concept with our creditors that enables us
to meet our interest and repayment obligations from
operating business over the long term and generate
positive results.
Current provisions and liabilities declined by 4,336
thousand euro to 102,308 thousand euro. Further-
more, the largest rise in current other provisions is al-
lotted to the Social Plan relating to Wuppertal. The fi-
nancial liabilities are 3,921 thousand euro lower than
on December 31, 2012, due to repayments on due
lines. The 13,740 thousand euro decline in other lia-
bilities to 9,270 thousand euro is primarily the result
of the decline in prepayments for deliveries.
Cash flows from operating activities stood at -13,394
thousand euro in the first three quarters of 2013 and
was down substantially year on year largely as a re-
sult of the net loss for the period. At the moment, we
continue to anticipate negative cash flows. The con-
solidated statement of cash flow on page 13 contains
a detailed development of financial assets.
Investments Investments in property, plant, and equipment totaled
639 thousand euro in the reporting period. These
mainly pertained to maintenance investments at our
production sites.
MANAGEMENT REPORT AS OF Q I I I 2013 9
There have been no other reportable activities of any
significance except those stated above that would
lead us to expect any major impact on the net
assets, financial position and results of operations
of HANSA Group.
Opportunities and risks Being an international production and trade com-
pany, HANSA Group faces not only various opportu-
nities but also corresponding risks.
As mentioned above, we see certain risks in terms of
equity alongside the negative earnings situation.
Given that the business and liquidity situation wors-
ened noticeably over the course of the year, we are
currently in constructive negotiations with external
creditors. At the end of September 2013, we agreed
a moratorium with our financing partners until De-
cember 30, 2013. During this period, our mutual aim
is to define a viable financing concept including all
equity investors and external creditors. The morato-
rium ensures that there will be no legal conse-
quences from the breaching of the agreed cove-
nants. Negotiations with financing partners are cur-
rently extremely intensive. We are also focusing on
our cash and liquidity management strategies.
Due to the lack of business recovery that had been
expected in 2013 and the corresponding alterations
made to planning prognoses, we may have to carry
out ad hoc impairment tests in the annual accounts
that could lead to non-cash negative special effects.
In consideration of the results of operations, financial
position, and net assets at the time of the preparation
of this quarterly report, the Management Board con-
tinues to regard the financial situation of the Group
as critical. HANSA GROUP AG requires operational
and financial restructuring to become profitable again
and bring the volume of external liabilities in line with
the Group's earnings capacity.
The aim is to agree on a financing concept that, to-
gether with the implementation of the necessary
operative measures, also guarantees the continua-
tion of the Group as a going concern for the long
term.
Outlook According to the International Monetary Fund (IMF),
economic development will vary significantly in indi-
vidual EU member states. Whereas the IMF fore-
casts GDP in Spain and Italy to fall by 1.3 and
1.8 percent respectively, the organization predicts
that the German economy will grow by 0.5 percent.
The IMF anticipates a decline of 0.4 percent for the
entire eurozone.
Our chemicals and products are geared toward high-
volume markets. The market for detergents, cleaning
agents, and body care products is almost completely
independent from economic cycles and lifestyle
trends, meaning that barely any declines are seen
here even in phases of weak economic development.
We counteract the often moderate growth rates of
high-volume markets by focusing on sub-segments
in which we do not yet maintain a presence or in
which growth is above average. These include pri-
vate label products as opposed to brand-name prod-
ucts, and liquid detergents as opposed to washing
powder. With an optimized organizational structure,
we intend to take better advantage of this potential
moving forward.
Signs of recovery in the chemicals industry intensi-
fied in the second half of the year. According to the
German Chemical Industry Association (Verband der
Chemischen Industrie – VCI), demand in Germany is
solid while demand in some international markets is
showing signs of positive momentum.
10 MANAGEMENT REPORT AS OF Q I I I 2013
Uncertain factors include the development of the
European sovereign debt crisis and the geopolitical
situation in the Middle East.
The Association anticipates chemical production to
increase over the course of the year by 1.5 percent.
Falling producer prices mean that industry sales are
only set to rise by 1.0 percent to 188.7 billion euro. In
the first half of the year, growth of 2.0 percent was
forecast.
Following growth rates of 1.4 percent in beauty care
products and 0.9 percent in household care products
in 2012, the Industrial Association for Body Care and
Cleaning Products (Industrieverband Körperpflege-
und Waschmittel e.V. – IKW) still expects growth to
weaken slightly in the current fiscal year. Both sec-
tors are expected to grow by up to 0.5 percent.
So far, the anticipated growth in terms of sales quan-
tity in the Chemicals and Consumer Products seg-
ments has failed to materialize. The review into our
business model performed by an external consulting
firm showed that we are on the right course with our
current strategy. However, given that we have been
swift to launch our restructuring measures, these ef-
fects will have positive implications for our financial
indicators in the near future. Current operating ex-
penses and one-off charges from restructuring
measures mean that the Group is set to post a net
loss for fiscal year 2013.
However, we assume that the measures we have im-
plemented to cut costs will have a positive impact in
the remaining quarter of the fiscal year. We intend to
achieve a turnaround in our earnings and work
through the worst of our problems in our operating
business before the year is out. The restructuring
program is currently in the second of three phases.
More than 170 separate measures have been identi-
fied and are currently in the process of being imple-
mented. The Management Board assumes that the
implementation of these restructuring measures will
improve the Group's business outlook considerably.
CONSOLIDATED BALANCE SHEET 11
CONSOLIDATED BALANCE SHEET AS OF 30.09.2013
ASSETS
30.09.2013 31.12.2012
in EUR in EUR
NON-CURRENT ASSETS
I. Intangible assets 38,342,500 39,838,902
II. Property, plant and equipment 195,137,576 202,823,254
III. Other non-current financial assets 23,877 26,056
IV. Other non-current receivables and other non-current assets 28,780,774 28,291,621
V. Actual income taxes 103,937 103,937
VI. Deferred tax assets 511,795 539,617
262,900,459 271,623,387
CURRENT ASSETS
I. Inventories 27,517,412 31,679,682
II. Trade receivables 46,679,899 44,083,165
III. Other current receivables and assets 26,982,187 35,546,459
IV. Cash and cash equivalents 7,639,636 22,125,617
108,819,134 133,434,923
TOTAL ASSETS 371,719,593 405,058,310
EQUITY AND LIABILITY
30.09.2013 31.12.2012
in EUR in EUR
EQUITY
I. Subscribed capital 51,502,557 48,077,900
II. Capital reserve 13,107,266 6,531,924
III. Retained earnings - 6,237,977 - 5,225,948
IV. Retained profits/accumulated losses brought forward 44,075,633 42,932,570
V. Net income for the year - 18,099,392 1,143,063
84,348,087 93,459,509
NON-CURRENT LIABILITIES
I. Non-current provisions for pensions 10,598,009 8,973,015
II. Other non-current provisions 1,378,082 1,327,017
III. Financial liabilities 61,237,478 62,070,106
IV. Deferred tax liabilities 33,740,058 34,706,365
106,953,627 107,076,503
CURRENT LIABILITIES
I. Current provisions for pensions 171,244 172,534
II. Other current provisions 4,033,575 2,606,427
III. Other financial liabilities 59,600,631 63,521,531
IV. Trade payables 102,307,732 106,643,921
V. Income tax liabilities 5,034,969 8,568,344
VI. Other current liabilities 9,269,728 23,009,540
180,417,879 204,522,298
TOTAL EQUITY AND LIABILITIES 371,719,593 405,058,310
12 CONSOLIDATED INCOME STATEMENT
CONSOLIDATED INCOME STATEMENT FROM 01.01.2013 TO 30.09.2013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FROM 01.01.2013 TO 30.09.2013
01.01.-30.09.2013 01.01.-30.09.2012
in EUR in EUR
1. Revenue + 250,946,410 + 325,010,039
2. Other operating income + 3,607,827 + 6,652,434
3. Changes in inventories of finished goods an work in progress ./. 1,583,017 + 2,479,624
4. Other own work capitalized + 2,401 + 422,253
5. Cost of materials
a) Cost of raw mat., consumables and supplies, and of purchased mat. ./. 184,661,498 ./. 223,531,085
b) Cost of purchased services ./. 6,560,028 ./. 9,158,133
6. Personnel expenses
a) Wages and salaries ./. 20,204,671 ./. 21,702,362
b) Social security contributions and pension costs ./. 3,855,604 ./. 4,194,379
7. Other operating expenses ./. 41,449,303 ./. 48,779,049
8. EBITDA ./. 3,757,482 + 27,199,342
9. Depreciation, amortization and write-downs ./. 9,849,283 ./. 15,289,523
10. EBIT ./. 13,606,765 + 11,909,819
11. Other interest and similar income + 929,328 + 63,556
12. Interest and similar expenses ./. 5,685,537 ./. 4,144,112
13. EBT ./. 18,362,974 + 7,829,262
14. Income tax expense + 263,582 ./. 2,227,651
15. Net income ./. 18,099,392 + 5,601,611
16. Earnings per share
basic ./. 0.35 + 0.12
diluted ./. 0.35 + 0.12
01.01.-30.09.2013 01.01.-30.09.2012
in EUR in EUR
Net income ./. 18,099,392 + 5,601,611
Actuarial gains and losses
from defined benefit pension plans and similar obligations ./. 1,200,843 ./. 1,950,521
Result from reporting of a cash flow hedge 0 0
Deferred taxes on adjustments recognized directly in equity + 188,814 + 601,149
Other comprehensive income ./. 1,012,029 ./. 1,349,372
Total comprehensive income ./. 19,111,421 + 4,252,240
CONSOLIDATED CASH FL OW STATEMENT 13
CONSOLIDATED CASH FLOW STATEMENT FROM 01.01.2013 TO 30.09.2013
01.01.-30.09.2013 01.01.-30.09.2012
in EUR in EUR
NET INCOME FOR THE PERIOD AFTER INCOME TAX - 18,099,392 5,601,611
+/- Depreciation and amortization of non-current assets 9,849,283 15,289,523
+/- Increase/decrease in provisions and deferred taxes - 1,901,796 3,178,704
+/- Other non-cash income/expenses 2,035,522 - 19,531
+/- Other gains/losses on disposals of non-current assets - 2,101 - 62,669
+/- Income tax income/expenses - 263,582 2,227,651
+/- Interest income/expenses 4,756,209 4,080,556
+ Proceeds from income taxes 259 0
- Payments for income taxes - 216,852 - 7,689
- Interest payments - 5,703,784 - 3,951,153
+ Proceeds from interest 4,858 63,556
-/+ Increase/decrease in inventories 4,162,270 5,011,730
-/+ Increase/decrease in trade receivables - 4,632,256 - 17,779,624
-/+ Increase/decrease in other receivables
not allocable to investing or financing activities 9,017,835 - 27,294,952
+/- Increase/decrease in trade payables - 4,336,189 942,694
+/- Increase/decrease in other liabilities
not allocable to investing or financing activities - 8,530,966 924,345
= CASH FLOWS FROM OPERATING ACTIVITIES - 13,860,682 - 11,795,248
- Payments to acquire intangible assets - 28,155 - 12,097
- Payment to acquire property, plant and equipment - 639,048 - 756,844
+ Proceeds from disposals of property, plant and equipment 2,101 1,895,597
+ Proceeds from disposals of other financial assets 2,179 6,335
= CASH FLOWS FROM INVESTING ACTIVITIES - 662,924 1,132,992
+ Proceeds from capital increase 10,000,000 0
+/- Proceeds/payment from stock financing 0 - 6,354,646
- Dividends 0 - 4,807,790
+ Proceeds from issuance of loans 0 6,500,000
- Repayments of loans - 6,976,856 - 15,980,650
= CASH FLOWS FROM FINANCING ACTIVITIES 3,023,144 - 20,643,085
Net change in cash and cash equivalents - 11,500,462 - 31,305,341
+ Cash and cash equivalents at beginning of period - 17,601,722 9,727,003
= CASH AND CASH EQUIVALENTS AT END OF PERIOD - 29,102,185 - 21,578,338
- Of which cash funds 17,526 10,154
14 CONSOLIDATED STATEME NT OF CHANGES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS‘ EQUITY FROM 01.01.2013 TO 30.09.2013
in EUR in EUR in EUR in EUR in EUR in EUR
as of 01.01.2012 48,077,900 6,531,924 - 4,392,948 43,512,432 4,238,613 97,967,922
Assignment to retained profits / accumulated losses
brought forward 0 0 0 4,238,613 - 4,238,613 0
Dividends 0 0 0 - 4,807,790 0 - 4,807,790
Total comprehensive income 111,445 5,601,611 5,713,057
as of 30.09.2012 48,077,900 6,531,924 - 4,281,503 42,943,255 5,601,611 98,873,188
as of 01.01.2013 48,077,900 6,531,924 - 5,225,948 42,932,570 1,143,063 93,459,509
Assignment to retained profits / accumulated losses
brought forward 0 0 0 1,143,063 - 1,143,063 0
Capital increase 3,424,657 6,575,341 0 0 0 9,999,998
Total comprehensive income - 1,012,029 0 - 18,099,392 - 19,111,421
as of 30.09.2013 51,502,557 13,107,266 - 6,237,977 44,075,633 - 18,099,392 84,348,087
Profits/losses
brought forward
Total equityCapital stock Capital reserves Retained earnings Net income for
year
NOTES AS OF Q I I I 20 13 15
NOTES AS OF Q III 2013 TO THE ABBREVIATED INTERIM CONSOLIDATED FINANCIAL REPORT AS OF SEPTEMBER 30, 2013
Accounting policies The consolidated interim financial statements of
HANSA GROUP AG as reporting group parent
dated September 30, 2013 have been compiled in
abbreviated form pursuant to IAS 34, the same
accounting principles as were applied in prior
financial reports.
Section 315a HGB [German Commercial Code]
was applied in accordance with the principles of
the International Financial Reporting Standards
(IFRS) issued by the International Accounting
Standards Board (IASB), which are applicable at
the balance sheet date, as they were adopted by
the EU, and the special provisions of the German
Stock Corporation Act (AktG). Prior-year figures
have been calculated on the same principles.
Of the standards to be applied for the first time
from January 1, 2013, the following are particularly
relevant within the scope of interim reporting:
In May 2011, the IASB issued the new standard
IFRS 13 “Fair Value Measurement.” IFRS 13 con-
tains a definition of fair value and rules on how to
determine if other IFRS standards require fair
value measurement. The standard itself does not
prescribe in which cases fair value is to be used.
With the exception of the standards explicitly ex-
cluded in IFRS 13, IFRS 13 defines standard dis-
closure requirements for all assets and liabilities
that are measured at fair value, as well as for all
assets and liabilities for which disclosure of fair
value in the notes to the consolidated financial
statements is required. In particular, it widens the
disclosure requirements for non-financial assets.
The amended standard must be applied to fiscal
years starting on or after January 1, 2013, while
earlier application is permitted.
Comparative information is not required in the first
year of application. The first-time application of the
standard within the scope of interim reporting did
not lead to additional disclosures. The carrying
amounts for financial assets and liabilities each
correspond to the fair value of the reported assets
and liabilities.
In June 2011, the IASB issued amendments to
IAS 1 “Presentation of Financial Statements”
under the title “Presentation of Items of Other
Comprehensive Income.” The amendments re-
quire a classification of items presented in other
comprehensive income into items that might sub-
sequently be reclassified to the income statement
and items that will not. At HANSA GROUP AG,
only items that will not subsequently be reclassi-
fied to the income statement are recognized in
other comprehensive income; this situation is clari-
fied by a disclosure in the presentation of other
comprehensive income.
In June 2011, the IASB issued amendments to
IAS 19 “Employee Benefits.” The amendments
mainly concern the elimination of deferred recog-
nition of actuarial gains and losses (corridor
method) in favor of immediate recognition in other
comprehensive income in equity, the presentation
of changes to net liabilities/assets under defined
benefit pension plans, and the recognition of a net
interest expense or income resulting from net
liabilities or assets of a pension plan.
16 NOTES AS OF Q I I I 20 13
Furthermore, additional disclosures regarding the
characteristics of pension plans and the associ-
ated risks for the entity are required. The amend-
ment may also impact the accounting of contribu-
tions to partial retirement obligations. The amend-
ments to IAS 19 must be applied to fiscal years
starting on or after January 1, 2013. The first-time
application of the standard within the scope of
interim reporting did not lead to additional
disclosures.
The IASB published amendments to IFRS 7
“Financial Instruments” in December 2011.
The amendment creates new financial instruments
disclosure requirements to improve comparability
with US-GAAP financial statements. The amended
standard must be applied to fiscal years starting
on or after January 1, 2013. As of March 31, 2013,
with regard to the interim financial statement, this
applies to positions of derivative financial instru-
ments. Those were valued, unchanged to the
year-end accounts, based on external information
from financial institutions. Measurement is per-
formed on the basis of measurement methods, of
which the influencing factors used, are derived di-
rectly or indirectly from observed market data.
Compared to December 31, 2012, only minor
changes did occur.
The interim financial statements and management
report were not audited or reviewed.
Various items of the Group balance sheet and
Group income statement have been merged, in
order to enhance clarity. The Group income state-
ment has been prepared using the total cost (na-
ture of expense) method.
HANSA GROUP AG and its fully consolidated
subsidiaries use the calendar year as their fiscal
years. The Group Annual Financial Statement has
been prepared in euros. All amounts, including fig-
ures for prior years, are stated in thousand euros
unless otherwise indicated.
Scope of consolidation As of September 30, 2013, the scope of consolida-
tion is unchanged from the end of 2012 and
includes the following companies:
Nr. Company held by
Share of capital
earnings in %
01 HANSA GROUP AG,
Genthin
02 Chemische Fabrik
WIBARCO GmbH,
Duisburg 01 100.0
03 WASCHMITTELWERK
GENTHIN GmbH,
Duisburg 01 100.0
04 LUHNS GmbH,
Duisburg 01 100.0
05 LUHNS France SARL,
Sarreguemines,
Frankreich 04 100.0
Net assets
HANSA GROUP AG’s net assets on September
30, 2013 decreased by 9,184 thousand euro, from
242,688 thousand euro on December 31, 2012 to
233,504 thousand euro. The changes mainly
pertain to regular depreciation and amortization.
Non-current other receivables and assets in-
creased by 489 thousand euro from 28,292 thou-
sand euro on December 31, 2012 to 28,781 thou-
sand euro.
NOTES AS OF Q I I I 20 13 17
The amount of inventories in current assets fell by
4,162 thousand euro from 31,680 thousand euro
at the end of 2012 to 27,517 thousand euro.
HANSA GROUP AG’s trade receivables on Sep-
tember 30, 2013 increased by 2,597 thousand
euro, from 44,083 thousand euro on December
31, 2012 to 46,680 thousand euro.
Current other receivables and assets decreased
by 8,564 thousand euro from 35,546 thousand
euro on December 31, 2012 to 26,982 thousand
euro.
Cash and cash equivalents of HANSA GROUP
AG on September 30, 2013 declined by 14,486
thousand euro from 22,126 thousand euro on De-
cember 31, 2012 to 7,640 thousand euro.
Equity and liabilities The capital stock amounted to 51,503 thousand
euro on September 30, 2013 and is divided into
51,502,557 no-par value bearer shares. All shares
are ordinary shares, each conferring one voting
right.
Detailed developments in the Group’s equity can
be seen in the separately presented consolidated
statement of changes in shareholders’ equity,
which is included in the consolidated financial
statements.
Non-current provisions increased by 1,676 thou-
sand euro from 10,300 thousand euro on Decem-
ber 31, 2012 to 11,976 thousand euro. Current
provisions went up by 1,426 thousand euro in the
same period, from 2,779 thousand euro to 4,205
thousand euro.
Non-current financial liabilities decreased by 6,041
thousand euro from 54,947 thousand euro on De-
cember 31, 2012 to 48,906 thousand euro mainly
through scheduled repayments.
Other liabilities rose by 5,209 thousand euro from
7,123 thousand euro to 12,332 thousand euro.
Current financial liabilities declined by 3,921 thou-
sand euro from 63,522 thousand euro on Decem-
ber 31, 2012 to 59,601 thousand euro.
Some financial liabilities are at a fixed rate of
interest, while others have a variable interest rate.
Interest is charged at market rates.
In order to service interest-bearing liabilities, a
moratorium was agreed in late September with
financing partners until December 30, 2013. As a
result, liquidity is guaranteed until that date, on the
condition that there is no further downturn in oper-
ating business. During this moratorium period, the
aim is to define a viable financing concept with
banks and other creditors. Due to the negative
business and earnings development and the ne-
cessity for financial restructuring, the Management
Board has launched an extensive program of
measures encompassing all segments; this is cur-
rently in the process of being implemented. The
restructuring program is expected to result in addi-
tional one-off costs for individual measures and
external consulting services. Repayment obliga-
tions, which are suspended until December 30,
2013, currently stand at 25,000 thousand euro.
Subsequent financing shall be guaranteed through
the financing concept currently under negotiation
with the banks.
HANSA GROUP AG’s trade payables on Septem-
ber 30, 2013 decreased by 4,336 thousand euro,
to 102,308 thousand euro (December 31, 2012:
106,644 thousand euro).
Current other liabilities declined by 13,740 thou-
sand euro as of the reporting date, from 23,010
thousand euro to 9,270 thousand euro; this
reflects the reduction in received prepayments.
18 NOTES AS OF Q I I I 20 13
Operational result HANSA Group generated 250,946 thousand euro
in sales in the first nine months of 2013, corre-
sponding to a year-on-year decline of 22.8 percent
or 74,064 thousand euro (325,010 thousand euro
on September 30, 2012). The figures cannot be
compared, as the sale of parts of trading activities
by October of the prior year had a significant
impact here.
Intra-Group sales totaled 167,302 thousand euro
compared to 120,510 thousand euro in the prior-
year period.
Earnings before interest and taxes as of Septem-
ber 30, 2013 amount to -13,607 thousand euro,
down 25,617 thousand euro year on year (11,910
thousand euro). The prior-year figure was posi-
tively impacted by one-off effects such as the sale
of parts of the chemicals trading business and
negatively affected by the insolvency of Schlecker.
Other operating income came in at 3,608 thou-
sand euro on September 30, 2013 (prior year:
6,652 thousand euro).
Material expenses in the period to September 30,
2013 amounted to 191,222 thousand euro, down
41,467 thousand euro on the prior-year period
(232,689 thousand euro).
Personnel expenses came to 24,060 thousand
euro in the first nine months of 2013, down 1,837
thousand on the prior-year period (25,897 thou-
sand). This is due to the sale of parts of the chem-
icals trading business at the end of the third quar-
ter of 2012 and the associated reduction in head-
count at HANSA GROUP AG.
As of September 30, 2013 the Group employed
498 people (September 30, 2012: 587) (of whom
311 are industrial workers and 187 are clerical
workers; prior year: 341 industrial workers and
246 clerical workers) as well as two Management
Board members (prior year: 3) and 29 appren-
tices/trainees (prior year: 42).
Other operating expenses were down significantly
by 15.0 percent to 41,449 thousand euro com-
pared to 48,779 thousand euro in the prior-year
period. In absolute figures, this amounts to a
decrease of 7,330 thousand euro.
Depreciation and amortization totaled 9,849 thou-
sand euro and decreased by 5,440 thousand euro
year on year (15,290 thousand euro). An impair-
ment loss of 6,049 thousand euro was recognized
for the customer base in the prior year. Adjusted
for this special effect, depreciation and amortiza-
tion were up by 608 thousand euro year on year
Notes to the cash flow statement The cash flow statement has been drafted in con-
formity to the provisions of IAS 7 and structured
on the basis of the cash flows from operating, in-
vestment and financing activities. The effects of
consolidation changes and exchange rate fluctua-
tions on cash and cash equivalents are shown
separately.
The cash flow for ongoing business is firstly
derived in the cash flow statement, in order to pre-
sent operational business activity congruently with
the balance sheet and the income statement.
NOTES AS OF Q I I I 20 13 19
The cash and cash equivalents in the cash flow
statement consist of the cash in hand shown on
the balance sheet (18 thousand euro, December
31, 2012: 19 thousand euro) and bank accounts in
credit (7,622 thousand euro, December 31, 2012:
22,107 thousand euro) less the current account
credits drawn by HANSA GROUP AG (36,742
thousand euro, December 31, 2012: 39,727 thou-
sand euro), which are reported under other current
financial liabilities. These are cash and cash
equivalents with terms of three months.
Occurrences of note after the
balance sheet key date After the balance sheet date, no significant events
occurred which had a significant impact on the
Group’s results of operations, financial position
and net assets.
Segment reporting The internal organizational and management
structure, in combination with internal reporting to
the Management Board and the Supervisory
Board, provide the basis for definition of segmen-
tation criteria at HANSA GROUP AG.
Segmentation is performed, in line with internal
reporting, by product line.
At the beginning of 2013, we reorganized our seg-
ments according to the new orientation of HANSA
Group with the focus on chemicals production and
the manufacture of care chemicals.
Value creation at the Group is organized into two
business areas: Chemicals and Consumer Prod-
ucts, which can be defined as follows:
In the Chemicals segment, we manufacture sur-
factant feed materials, intermediate chemical
products and surfactants. We produce primary
and intermediate surfactant products, such as lin-
ear alkyl benzene (LAB) at our Ibbenbüren and
Düren sites. Intermediate products not used for
our own production needs are sold to customers in
the chemicals industry.
Our subsidiary Waschmittelwerk Genthin has an
important function as an interface within HANSA
Group. Through this subsidiary, we manufacture
surfactants as feed materials as well as liquid de-
tergents, household products and body care prod-
ucts on behalf of brand manufacturers and trade
organizations. Waschmittelwerk Genthin serves
both segments and seizes the synergies that exist
between these business areas.
In the Consumer Products segment, we focus
on producing detergents, cleaning agents and
body care products in liquid form.
With a product range that is tailored to private
labels, our subsidiary LUHNS offers customers in-
dividual, complete solutions for the production of
detergents, household products and body care
products. We manufacture liquid detergents, fabric
conditioners and laundry care products at our pro-
duction sites in Greven and Genthin. In addition,
the HANSA subsidiary's product range also en-
compasses standard as well as special household
cleaning agents. Last but not least, the product
range also includes shower and bathroom cosmet-
ics, high-quality shampoos and hair and body care
products. Furthermore, we also offer contract pro-
duction in Genthin on behalf of third parties.
20 NOTES AS OF Q I I I 20 13
Data for the prior year was updated according to
the reorganization of the segments.
Intra-group deliveries and services are billed at
market prices, as on an arm's length basis.
This ensures that each segment can present its
economic profitability, irrespective of whether
deliveries and services are furnished within the
Group or for third parties.
All intra-group income and expense is recorded
and allocated reliably by the companies involved.
Expense and income, and also their elimination,
are presented separately in the individual seg-
ments within the framework of segment reporting.
Earnings before interest and taxes for the year are
reported as the segment result, segment assets
and liabilities correspond to the sum of all reported
segment-related assets and liabilities.
Investments and depreciation/amortization relate
in each case to property, plant and equipment,
and intangible assets.
The performance indicators and more extensive
segment-related indicators used by HANSA Group
for the assessment of segment performance are
shown below: The exclusion of intra-group links
between the segments is summarized in the
reconciliation.
The exclusion of intra-group links between the
segments is summarized in the reconciliation.
Intra-group sales are excluded from sales.
The excluded interest income/expense of the
business areas achieved with other business
areas that are also consolidated is apparent in the
reconciliation column for the interest income/
expense items.
The internal settlements for supplies and services
have been eliminated from the reconciliation of the
segments’ assets and liabilities to the assets and
liabilities of the Group.
Sales regions External sales are shown broken down by regions.
These are the regions in which HANSA Group is
active: Germany, the European Union and the rest
of the world (RoW).
Non-current assets comprise intangible assets,
property, plant and equipment and other non-
current assets.
Q3 2013 Q3 2012 Q3 2013 Q3 2012 Q3 2013 Q3 2012 Q3 2013 Q3 2012
EUR thou. EUR thou. EUR thou. EUR thou. EUR thou. EUR thou. EUR thou. EUR thou.
External revenue 140,859 215,394 110,087 109,616 0 0 250,946 325,010
Group sales 137,422 91,480 29,880 29,030 - 167,302 - 125,510 0 0
Total sales 278,281 306,874 139,967 138,646 - 167,302 - 125,510 250,946 325,010
Depreciation/amortization
(scheduled)5,948 5,941 3,901 3,300 0 0 9,849 9,241
Depreciation/amortization
(unscheduled)0 0 0 6,049 0 0 0 6,049
Segment result - 7,980 38,015 - 5,647 - 26,222 20 117 - 13,607 11,910
Interest income 1,834 2,000 143 55 - 1,048 - 1,991 929 64
Interest expense - 5,762 - 4,025 - 972 - 2,110 1,048 1,991 - 5,686 - 4,144
Income tax 166 - 5,277 98 3,049 0 0 264 - 2,228
Segment assets 376,600 440,000 79,252 84,957 - 84,132 - 108,585 371,720 416,372
Segment liabilities 376,600 440,000 79,252 84,957 - 84,132 - 108,585 371,720 416,372
Segment investments 360 - 944 307 1,713 0 0 667 769
Number of employees as of 30
September 186 247 312 369 0 0 498 616
GROUPCHEMICALS SEGMENT
CONSUMER PRODUCTS
SEGMENT RECONCILIATION
NOTES AS OF Q I I I 20 13 21
Contingent assets and liabilities
As of September 30, 2013, there were no substan-
tial changes to the contingent assets and liabilities
described in the consolidated financial statements
as of December 31, 2012.
Management Board
and Supervisory Board The Management Board consists
of the following members:
■ Khodayar Alambeigi,
Political Scientist, Duisburg,
Chairman of the Management Board
Strategy & Compliance, Finance & IR,
HR & IT
■ Thomas Pfisterer,
Economist, Ibbenbüren,
Speaker of the Management Board
Administration, Marketing & Sales,
Operations, R&D
The Supervisory Board comprises
the following members:
■ Lothar Venn (Chairman),
independent Lawyer at HTM Meyer Venn &
Partner, Hamminkeln
■ Dr. Lutz Mögling (Deputy Chairman),
Chemistry Graduate, retired,
Kleinosterhausen
■ Ahmad Nazemi,
Chemical Engineer, Düsseldorf
Related party disclosures
In addition to the subsidiaries included in the Con-
solidated financial statements, Chemische Fabrik
Wibarco GmbH, Duisburg, Waschmittelwerk Gen-
thin GmbH, Duisburg, LUHNS GmbH, Duisburg,
and LUHNS France SARL, Sarreguemines,
HANSA GROUP AG, Genthin, in carrying out its
ordinary business activities, maintained indirect or
direct relationships with related parties.
Added to this are related parties in accordance
with IAS 24: Hansa Trust International AG, its
subsidiaries and related parties as well as the
Supervisory and Management Boards of HANSA
GROUP AG.As before, all transactions with re-
lated parties were carried out at arm's length on
the basis of international comparable controlled
price methods in accordance with IAS 24.
Hansa Trust International AG’s direct shareholding
in HANSA GROUP AG remained at 21.1 percent
as of September 30, 2013. United European
Investment AG held 25.4 percent on the balance
sheet date. Hansa Trust International AG there-
fore held a total of 46.5 percent of voting rights (in-
directly and directly) in HANSA GROUP AG as of
September 30, 2013, making it the ultimate parent
company in accordance with IAS 24.
As of September 30, 2013, we only specify
changes to the contract landscape and the condi-
tions for supplies and services as against those
reported in the interim report as of June 30, 2013,
Q3 2013 Q3 2012 Q3 2013 Q3 2012
EUR thou. EUR thou. EUR thou. EUR thou.
Germany 271,623 273,197 123,027 164,765
European Union 0 0 90,569 87,402
Rest of World 0 0 37,350 72,843
Group 271,623 273,197 250,946 325,010
NON-CURRENT ASSETS EXTERNAL REVENUE
22 NOTES AS OF Q I I I 2013
and only indicate the balances of accounts receiv-
ables and liabilities between the companies on the
balance sheet date.
Prepayments for deliveries by Savanna AG,
Zurich, a Hansa Trust International AG subsidiary,
remained unchanged at 1,500 thousand euro and
liabilities of 20 thousand euro existed as of the
balance sheet date September 30, 2013.
LUHNS GmbH’s receivables from United Euro-
pean Investment AG as of September 30, 2013
amounted to 2,344 thousand euro, and liabilities
amounted to 0 thousand euro.
As of September 30, 2013, LUHNS GmbH's liabili-
ties to Florin Immobilienverwaltungs AG & Co KG
II, an associated company of Savanna AG,
amounted to 0 thousand euro. Receivables as of
the reporting date amounted to 164 thousand
euro, resulting from two loan agreements.
As of September 30, 2013, LUHNS GmbH's re-
ceivables from Florin Immobilienverwaltungs AG &
Co KG II, an associated company of Savanna AG,
amounted to 0 thousand euro. Liabilities as of the
reporting date amounted to 0 thousand euro.
An outsourcing agreement was concluded be-
tween Denamond GmbH, a wholly owned subsidi-
ary of UEI AG, and LUHNS GmbH. The outsourc-
ing agreement regulates the outsourcing of ser-
vices from the LUHNS purchasing department to
Denamond as well as reselling and has a term of
five years. As of September 30, 2013, LUHNS
GmbH’s liabilities came to 16,449 thousand euro
and Waschmittelwerk Genthin GmbH’s to 9,422
thousand euro. Waschmittelwerk Genthin GmbH's
receivables stood at 3,058 thousand euro as of
September 30, 2013.
A financing agreement exists between IHAG Trad-
ing GmbH and all HANSA Group companies.
HANSA GROUP AG liabilities amounted to 5,005
thousand euro as of the reporting date.
As of September 30, 2013, HANSA GROUP AG
had outstanding liabilities to HTM Meyer Venn &
Partnergesellschaft of 7 thousand euro.
There are no other reportable relations with
related parties in the sense of IAS 24.
Genthin, November 28, 2013
HANSA GROUP AG
The Management
Khodayar Alambeigi Thomas Pfisterer
STATEMENT BY LEGAL R EPRESENTATIVES 23
STATEMENT BY LEGAL REPRESENTATIVES
We assure to the best of our knowledge that, in accordance with all applicable accounting principles for interim
reporting, the Interim Consolidated Financial Report conveys a picture that corresponds to the actual state of
the assets, finances, and earnings of the Group. Furthermore, the Interim Consolidated Financial Report rep-
resents the business development including the business result and the state of the Group in such a fashion
that it conveys a picture that corresponds to the actual situation. In addition, the report describes the major
opportunities and risks of the probable development of the Group for the remainder of the business year.
Genthin, November 28, 2013
HANSA GROUP AG
The Management
Khodayar Alambeigi Thomas Pfisterer
24 CONTACT / PUBLISHING DETAILS
CONTACT / PUBLISHING DETAILS
Contact HANSA GROUP AG
Fritz-Henkel-Str. 8
D-39307 Genthin
Germany
Tel.: +49 (0)203 73804-0
Fax: +49 (0)203 73804-999
Email: [email protected]
Publishing Details Editorial Office
HANSA GROUP AG
Layout/Typesetting
*elftraud* Edi Berentzen, Hamburg
Photography / Picture Copyrights
HANSA GROUP AG
*elftraud* Edi Berentzen, Hamburg
HANSA GROUP AG
Fritz-Henkel-Str. 8
D-39307 Genthin
Tel.: +49 (0)203 73804-0
Fax: +49 (0)203 73804-999
Email: [email protected]
Internet: www.hansagroup.de
