3. Make-Up of the Group

Group of Consolidated Companies

The group of consolidated companies at HHLA comprises a total of 30 domestic and nine 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 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 2015

 

23

 

8

 

31

Additions

 

0

 

1

 

1

31 December 2015

 

23

 

9

 

32

Companies reported using the equity method

 

 

 

 

 

 

1 January 2015

 

7

 

0

 

7

31 December 2015

 

7

 

0

 

7

Total 31 December 2015

 

30

 

9

 

39

Subsidiaries

The Consolidated Financial Statements comprise the Financial Statements for Hamburger Hafen und Logistik 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, the Group 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 when control begins until the time when 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

 

 

 

 

 

 

2015

 

2014

HHLA Container Terminal Altenwerder GmbH

 

Hamburg, Germany

 

Container

 

74.9 %

 

74.9 %

METRANS a.s.

 

Prague, Czech Republic

 

Intermodal

 

86.5 %

 

86.5 %

Financial Information about the Subsidiaries with Substantial Non-controlling Interests

 

 

HHLA Container Terminal
Altenwerder GmbH

 

METRANS a.s.

in € thousand

 

2015

 

2014

 

2015

 

2014

Percentage of non-controlling interests

 

25.1 %

 

25.1 %

 

13.5 %

 

13.5 %

Non-current assets

 

91,621

 

101,428

 

234,262

 

198,061

Current assets

 

129,319

 

179,717

 

63,794

 

52,337

Non-current liablities

 

51,244

 

58,373

 

114,239

 

65,885

Current liabilities

 

91,751

 

144,696

 

33,911

 

51,944

Net assets

 

77,945

 

78,076

 

149,906

 

132,569

 

 

 

 

 

 

 

 

 

Book value of non-controlling interests

 

- 7,045

 

- 3,910

 

28,073

 

25,775

 

 

 

 

 

 

 

 

 

Revenue

 

227,182

 

260,755

 

217,583

 

217,438

Annual net profit

 

- 26

 

- 429

 

32,378

 

23,293

Other comprehensive income

 

- 104

 

- 522

 

0

 

0

Total comprehensive income

 

- 130

 

- 951

 

32,378

 

23,293

of which attributable to non-controlling interests

 

- 33

 

- 239

 

4,360

 

3,136

of which attributable to shareholders of the parent company

 

- 97

 

- 712

 

28,018

 

20,157

Cash flow from operating activities

 

78,797

 

108,819

 

50,684

 

26,282

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

 

- 21,627

 

- 30,307

 

- 2,061

 

- 1,387

Interests in Joint Ventures

The Group holds interests in joint ventures. As per 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 (formerly: Feeder Logistik Zentrale), 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

 

2015

 

2014

Group share of profit or loss

 

3,023

 

4,344

Group share of other comprehensive income

 

434

 

- 362

Group share of comprehensive income

 

3,457

 

3,982

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

 

31.12.2015

 

31.12.2014

Aggregate book value

 

9,303

 

8,749

Interests in Associated Companies

Companies designated as associated companies are those where 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 company is of minor importance overall for the Group as a whole. 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 net assets, earnings 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 ventures 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 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 , 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

In the first quarter of 2015, METRANS (Danubia) Kft., Gyor, Hungary, which is not included in HHLA’s group of consolidated companies, acquired 100 % of the shares in both Univer Trans Kft, Budapest, Hungary, and Loacker Konténer Kft., Budapest, Hungary.

The real estate company Loacker Konténer Kft. was renamed METRANS Konténer Kft. in the second quarter of 2015. METRANS (Danubia) Kft. subsequently sold all of the shares in METRANS Konténer Kft. and all of the shares in Univer Trans Kft. to METRANS (Danubia) a.s., Dunajská Streda, Slovakia, which is part of HHLA’s consolidated group.

Real Estate company METRANS Konténer Kft. was included in HHLA’s Consolidated Financial Statements for the first time as of 30 June 2015.

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

IFRS

International Financial Reporting Standards

IFRS

International Financial Reporting Standards

Impairment Test

Impairment test as defined under IFRS

Investments

Payments for investments in property, plant and equipment, investment property and for investments in intangible assets.