3. Make-up of the Group

Group of Consolidated Companies

The group of consolidated companies at HHLA comprises a total of 28 domestic and 14 foreign companies. For a complete list of equity investments in accordance with Section 313 (2) of the German Commercial Code (HGB), see also Note 48. The information provided here about the equity and annual net profit recorded by the various companies is taken from the respective Annual Financial Statements, which were prepared in line with national accounting regulations. Information required under IFRS 12.10 and IFRS 12.21 is also included in the details of shareholdings.

Consolidated Companies

 

 

Domestic

 

Foreign

 

Total

HHLA AG and fully consolidated companies

 

 

 

 

 

 

1 January 2017

 

24

 

14

 

38

Mergers

 

4

 

0

 

4

31 December 2017

 

20

 

14

 

34

Companies reported using the equity method

 

 

 

 

 

 

1 January 2017

 

8

 

0

 

8

31 December 2017

 

8

 

0

 

8

Total 31 December 2017

 

28

 

14

 

42

Subsidiaries

The Consolidated Financial Statements comprise the financial statements for HHLA AG and its significant subsidiaries. Subsidiaries are companies controlled by the Group. The Group is deemed to control a company if it has an exposure or right to fluctuating returns resulting from its involvement in the investee and if it can also use its power over the investee to affect these returns. In particular, HHLA AG controls an investee if – and only if – all of the characteristics listed in IFRS 10.7 apply. Subsidiaries’ financial statements are included in the Consolidated Financial Statements from the time control begins until the time control ends.

Non-controlling interests are valued at the time of acquisition using the relevant share of the acquired company’s identifiable net assets. Changes in the Group’s shareholding in a subsidiary which do not lead to a loss of control are recorded in the balance sheet as equity transactions.

Subsidiaries with Substantial Non-controlling Interests

Subsidiary

 

Headquarters

 

Segment

 

Equity stake

 

 

 

 

 

 

2017

 

2016

HHLA Container Terminal Altenwerder GmbH

 

Hamburg, Germany

 

Container

 

74.9 %

 

74.9 %

METRANS a.s.

 

Prague, Czech Republic

 

Intermodal

 

90.0 %

 

90.0 %

Financial Information about the Subsidiaries with Substantial Non-controlling Interests

 

 

HHLA Container Terminal
Altenwerder GmbH

 

METRANS a.s.

in € thousand

 

2017

 

2016

 

2017

 

2016

Percentage of non-controlling interests

 

25.1 %

 

25.1 %

 

10.0 %

 

10.0 %

Non-current assets

 

81,535

 

82,100

 

228,087

 

208,832

Current assets

 

180,120

 

141,930

 

58,453

 

75,828

Non-current liabilities

 

53,938

 

52,757

 

62,935

 

108,538

Current liabilities

 

131,106

 

94,984

 

59,739

 

25,567

Net assets

 

76,611

 

76,289

 

163,866

 

150,555

 

 

 

 

 

 

 

 

 

Book value of non-controlling interests

 

- 4,466

 

28

 

24,426

 

22,278

 

 

 

 

 

 

 

 

 

Revenue

 

275,022

 

232,483

 

238,629

 

230,497

Annual net profit

 

828

 

- 734

 

43,355

 

41,182

Other comprehensive income

 

- 506

 

- 922

 

0

 

0

Total comprehensive income

 

322

 

- 1,656

 

43,355

 

41,182

of which attributable to non-controlling interests

 

81

 

- 416

 

4,326

 

4,109

of which attributable to shareholders of the parent company

 

241

 

- 1,240

 

39,029

 

37,073

Cash flow from operating activities

 

108,708

 

89,328

 

78,860

 

51,288

Settlement obligation/intended dividend to holders of non-controlling interests

 

- 30,900

 

- 22,603

 

- 3,038

 

- 2,536

Interests in Joint Ventures

The Group holds interests in joint ventures. As per IFRS 11, a joint venture is subject to a joint contractual agreement between two or more parties to carry on an economic activity which is subject to joint control. Joint control is the contractually agreed division of managerial responsibilities for this arrangement. It only exists if the decisions associated with this business activity require the unanimous consent of the parties involved in joint management.

The HHLA Group holds more than half of the voting rights in the companies HHLA Frucht, STEIN and Hamburg Vessel Coordination Center, yet has no controlling influence as the companies are effectively jointly managed. This is due primarily to the equal representation of the essential corporate bodies (management and/or Supervisory Board).

Aggregate Financial Information about individually not material Joint Ventures

in € thousand

 

2017

 

2016

Group share of profit or loss

 

3,917

 

3,746

Group share of other comprehensive income

 

5

 

- 248

Group share of comprehensive income

 

3,922

 

3,498

No unrecorded losses relating to joint ventures were incurred either in the reporting year or on a cumulative basis.

Aggregate Book Value of Joint Ventures

in € thousand

 

31.12.2017

 

31.12.2016

Aggregate book value

 

11,243

 

10,481

Interests in Associated Companies

Companies designated as associated companies are those over which the shareholder has a material influence. At the same time, it is neither a subsidiary nor an interest in a joint venture. A material influence is assumed when it is possible to be involved in the associated company’s financial and commercial decisions without exercising a controlling influence. This is generally the case when 20 to 50 % of the voting rights are held, either directly or indirectly.

HHLA does not provide information on associated companies as per IFRS 12 because the relevant companies are of minor importance overall for the Group. HHLA does not believe that this has a negative impact on the statement concerning the nature of interests in other companies and the associated risks. The effects of these interests on the HHLA Group’s earnings, net assets and financial position are likewise insignificant.

Accounting for Interests in Joint Ventures and Associates

Interests in joint ventures and associates are accounted for using the equity method. With the equity method, the share in each joint venture and/or associated company is first stated at acquisition cost. Instead of being amortised, any goodwill recognised within the carrying amount of the investment when it is reported in the balance sheet for the first time is subject to an impairment test for the entire carrying amount of the investment if there are any indications of possible impairment.

As from the acquisition date, HHLA’s interest in the results of the joint venture or associated company is recorded in the consolidated income statement, while its interest in changes in equity is recorded directly in consolidated equity. These cumulative changes affect the carrying amount of the interest in the joint venture or associated company. As soon as HHLA’s share in the company’s losses exceeds the carrying amount of the investment, however, HHLA records no further shares in the losses unless HHLA has entered into obligations to that effect or has made payments for the joint venture or associated company.

Significant results from transactions between HHLA and the joint venture or associated company are eliminated in proportion to the interest in the company.

Company Acquisitions, Disposals and Other Changes to the Group of Consolidated Companies

The companies HHLA Container Terminals Gesellschaft mit beschränkter Haftung, Hamburg, and HHLA Logistics GmbH, Hamburg, were merged to form Hamburger Hafen und Logistik Aktiengesellschaft, Hamburg, upon entry into the commercial register on 18 August 2017 and with effect from 1 January 2017.

The companies HPTI Hamburg Port Training Institute GmbH, Hamburg, and Uniconsult Universal Transport Consulting Gesellschaft mit beschränkter Haftung, Hamburg, were merged to form HPC Hamburg Port Consulting GmbH, Hamburg, upon entry into the commercial register on 28 July 2017 and with effect from 1 January 2017.

The mergers had no effect on HHLA’s Consolidated Financial Statements.

There were no other significant acquisitions, purchases or disposals of shares in subsidiaries, or changes to the group of consolidated companies.