Other disclosures relating to the consolidated financial statements

Consolidated cash flow statement

The consolidated cash flow statement is presented using the indirect method. The change in deferred taxes is included in the other non-cash operating expenses and income.
The table below shows the change in liabilities from financing activities:

kEUR

31/12/2019

Outflows

Inflows

Other changes

Changes
in scope
of conso-
lidation

New lease con-
tracts

Changes in fair value

Currency effects

31/12/2020

Non-current
financial
liabilities
to banks

120,574

-35,930

30,000

-409

0

0

0

0

114,235

Current
financial
liabilities
to banks

1,327

-1,033

5

505

0

0

0

0

804

Lease
liabilities

19,696

-5,848

0

498

0

3,884

0

-239

17,990

Total

141,596

-42,811

30,005

594

0

3,884

0

-239

133,028

kEUR

31/12/2018

Outflows

Inflows

Other changes

Changes
in scope
of conso-
lidation

New lease con-
tracts

Changes in fair value

Currency effects

31/12/2019

Non-current
financial
liabilities
to banks

76,768

-32,795

77,500

-899

0

0

0

0

120,574

Current
financial
liabilities
to banks

5,325

-268

0

883

-4,613

0

0

0

1,327

Lease
liabilities

1,666

-3,741

0

11,358

0

10,412

0

0

19,696

Total

83,759

-36,999

77,500

11,537

-4,613

10,412

0

0

141,596

Other changes in connection with lease liabilities relate to expiring leases.

Research and Development

Development costs totaling kEUR 2,693 were incurred in 2020 (previous year: kEUR 2,676). Of these, intangible assets amounting to kEUR 553 (previous year: kEUR 947) had to be capitalized in accordance with IAS 38. This equates to a capitalization rate of 21% (previous year: 35%). Amortization of development costs in the amount of kEUR 3,668 (previous year: kEUR 1,263) was recognized, of which kEUR 3,128 (previous year: kEUR 208) relates to unscheduled depreciation.

Risk Management

General information on financial risks

The MAX Group can be exposed to various risks through financial instruments. These are as follows:

Credit risks

Liquidity risks

Market price risks

Credit risks essentially arise from trade receivables. It is particularly important to assess the risks in connection with the project business, as in the provisional financing of orders, for example.
Liquidity risks consist of the risk of not being able to meet payment obligations in a timely manner. These risks are generally associated with a negative development of the operating business.
Market price risks arise from changes in exchange rates and interest rates. On the sales side, the main currency risks relate to invoicing on a US dollar basis.

Risk categories

Credit risks

Credit risk is the risk of an economic loss if a counterparty fails to meet its contractual or payment obligations. The risk essentially comprises the default risk and the risk arising from a deterioration in creditworthiness.
Trade receivables are due as a result of the worldwide sales operations of the individual companies.
The following safeguarding measures are taken as a general rule as a result of the different credit ratings of the customers:

Export credit insurance

Letters of credit

Prepayments

Guarantees and sureties

Internal credit lines

Assignments as security

The maximum default risk (credit risk) comprises the complete default of the positive carrying amounts of the financial instruments. The default risk of the unimpaired financial instruments is fundamentally judged to be low from the present-day perspective due to the debtor structure, as the probability of default is kept to a minimum by the strict constraints of the risk management system.
In addition to specific allowances to be recognized for receivables in the event of a default event, an allowance for expected losses has also been recognized in accordance with IFRS 9. Financial assets of the Group that are subject to the expected credit loss model are trade receivables and contractual assets. The Group applies the simplified approach under IFRS 9 to measure expected credit losses. Accordingly, expected credit losses over the term are used for all trade receivables and contractual assets.
In order to measure the expected credit losses, trade receivables and contractual assets are clustered. The valuation allowance ratios are determined on the basis of the specific debtor, the industry or region using credit default swap spreads. The calculation takes into account the interest effect.
The following overviews show the calculated default risk position for the Group’s trade receivables and contractual assets:

Impairment Matrix 31. December 2020

Default rate

Gross book value Trade receivables & Contract assets

Expected credit loss

%

kEUR

kEUR

Customer specific

0.29%

18,708

54

Automotive Asia

0.41%

11,098

46

Automotive Europe

0.36%

6,897

25

Mechanical engineering Europe

0.23%

3,080

7

Industries Europe

0.24%

2,608

6

Pharmaceutical & healthcare industry Europe

0.09%

2,152

2

Industries Europe

0.22%

1,995

4

Recylcing Europe

0.22%

1,602

4

Food & Beverage Europe

0.13%

1,558

2

China

0.07%

186

0

Others

0.26%

12,460

32

Total

0.29%

62,344

182

Impairment Matrix 31. December 2019

Default rate

Gross book value Trade receivables & Contract assets

Expected credit loss

%

kEUR

kEUR

Customer specific

0.17%

44,217

74

Automotive Europe

0.16%

9,466

15

Automotive Asia

0.13%

3,929

5

Energy America

0.19%

3,649

7

Mechanical engineering Europe

0.12%

2,490

3

Pharmaceutical & healthcare industry Europe

0.08%

1,881

1

Industries Europe

0.15%

1,542

2

Food & Beverage Europe

0.06%

1,496

1

Europe

0.04%

8,413

4

America

0.07%

3,313

2

Others

0.11%

8,746

10

Total

0.14%

89,142

124

Furthermore, depreciation of contractual assets and trade receivables was performed on a case-by-case basis in the amount of TEUR 1,536 (previous year: TEUR -2,629).
The reconciliation of the opening balance of expected credit losses for trade receivables and contract assets to the closing balance as of 31 December is as follows:

Expected credit loss

in kEUR

Trade receivables & Contract assets
(simplified approach)

Expected credit loss as of 01. January 2020

125

increase

523

decrease

-470

currency translation differences and others

5

Expected credit loss as of 31. December 2020

183

Opening balance gross book value as of 01. January 2020

89,142

Closing balance gross book value as of 31. December 2020

62,344

Expected credit loss

in kEUR

Trade receivables & Contract assets
(simplified approach)

Expected credit loss as of 01. January 2019

375

increase

129

decrease

-378

currency translation differences and others

-1

Expected credit loss as of 31. December 2019

125

Opening balance gross book value as of 01. January 2019

116,682

Closing balance gross book value as of 31. December 2018 adjusted1)

115,782

Closing balance gross book value as of 31. December 2019

89,142

1) Further information on the adjusted previous year’s figures can be found in the Notes to the 2019 Annual Report in the chapter entitled “Corrections of errors.”

Liquidity risk

The Group monitors the risk of a potential liquidity bottleneck by means of a liquidity planning tool and as part of rolling financial planning. A broadly diversified refinancing approach is pursued and the Group accordingly makes use of various sources of liquidity, such as overdraft facilities, syndicated loans, advance payments, leasing and equity instruments. The MAX Group has sufficient sources of financing at its disposal.
In operational liquidity management, the short-and medium-term cash flows of the companies are summarized at Group Level. In addition to the maturities of the financial assets and liabilities, these cash flows also include the expectations of the operating cash flows of the Group companies.
As of 31 December 2020, the financial liabilities of the MAX Group result in the following cash outflows from interest and principal payments:

kEUR

Book value
31/12/2020

Cashflow
up to 1 year

Cashflow
1 to 5 years

Cashflow
over 5 years

Non-derivative financial liabilities

Financial liabilities

115,038

4,624

115,936

0

Trade payables (excluding advance payments received)

23,660

23,660

0

0

Other interest-bearing and non-interest-bearing liabilities

32,931

19,783

11,200

3,156

Cash outflows from derivative financial instruments

- Currency derivatives

63

3,088

0

0

- Interest rate derivatives

0

0

0

0

Cash inflows from derivative financial instruments

- Currency derivatives

63

3,025

0

0

- Interest rate derivatives

0

0

0

0

kEUR

Book value
31/12/2019

Cashflow
up to 1 year

Cashflow
1 to 5 years

Cashflow
over 5 years

Non-derivative financial liabilities

Financial liabilities

121,900

34,369

12,269

90,945

Trade payables (excluding advance payments received)

49,818

49,818

0

0

Other interest-bearing and non-interest-bearing liabilities

40,144

25,268

12,925

23,061

Cash outflows from derivative financial instruments

- Currency derivatives

-163

10,585

0

0

- Interest rate derivatives

0

0

0

0

Cash inflows from derivative financial instruments

- Currency derivatives

-163

10,422

0

0

- Interest rate derivatives

0

0

0

0

Market price risk

The Group is exposed to market price risks in the form of exchange rate risks and interest rate risks due to its international operations. These risks can have a negative impact on the net assets, financial position and results of operations of the Group. The general economic conditions are constantly monitored and relevant market information is consulted in order to evaluate and assess the risks.
The Group has established a central risk management system in order to be able to systematically identify and assess market price risk. This involves reporting to the Managing Directors on an ongoing basis.

Currency risks

Due to its international orientation, the MAX Automation Group is exposed to risks from exchange rate fluctuations in its business operations and with regard to the reported financial transactions and cash flows. The exchange rate risk for the Group is driven by its sales volume and to a large extent by conversions between the US dollar and the euro. The transaction risk is of particular importance here as the revenue is measured in foreign currency and the associated costs are in euro. Exchange rate fluctuations are partly hedged by using the appropriate hedging instruments.
Foreign currency forwards are used to minimize the transaction risks associated with individual projects. In the process, the open currency position is fully hedged using contractually defined milestones. In addition, planned foreign currency inflows are hedged on a continuous basis using a macro approach, whereby the hedging ratio here is in the range of 50-75%. Pure trading transactions are not entered into without corresponding underlying transactions.
Forward sales of currencies may give rise to market price risks in the form of potential obligations to sell foreign currencies at a spot rate below the market rate on the settlement date.
The terms and scope of the currency hedges correspond to those of the underlying transactions requiring hedging. The Group held the following hedging instruments as of the reporting date:

in kEUR

Nominal volume in kEUR

Fair value in kEUR

31/12/2020

31/12/2019

31/12/2020

31/12/2019

Forward exchange transactions (sales)

3,035

10,585

63

-124

Financial instruments for currency hedging

The currency sensitivity analyses are based on the following assumptions:
Primary financial instruments which are denominated in a foreign currency are subject to currency risk and are therefore included in the sensitivity analysis.
Exchange rate-related changes in the market values of foreign exchange derivatives for which no hedge accounting was applied affect the currency result and are therefore included in the sensitivity analysis.

USD sensitivity analysis (in kEUR)

Impact on group result

2020

2019

Appreciation 10%

-673

143

Devaluation 10%

822

-180

The risks arising from GBP, CNY and PLN have been subjected to a sensitivity analysis but have no material impact.

Interest rate risks

Interest-sensitive assets and liabilities are held in the MAX Group to the usual extent.
Business operations are financed by the syndicated loan at matching maturities. In order to maintain flexibility in the market, however, variable-interest refinancing options are used to a limited extent.
There is an interest cap arrangement – the contractual agreement of an interest rate ceiling – according to which the variable interest payable is limited to 4.35%. The cap is agreed for a fixed term until 7 June 2024.

in kEUR

Nominal volume in kEUR

Fair value in kEUR

31/12/2020

31/12/2019

31/12/2020

31/12/2019

Interest rate caps

131

169

0

0

Interest rate risks are presented by means of sensitivity analyses in accordance with IFRS 7. These analyses show the effects of changes in market interest rates on interest income and interest expense, other income components and, where applicable, on equity. The interest rate sensitivity analyses are based on the following assumptions:
Changes in the market interest rates of primary financial instruments with fixed interest rates only affect earnings if they are measured at fair value. All fixed-interest financial instruments measured at amortized cost are therefore not subject to interest rate risk as defined by IFRS 7.
Changes in market interest rates affect the result of primary variable-rate financial instruments, with respect to which the interest payments are not designated as underlying transactions in cash flow hedges against interest rate changes, and are therefore included in the sensitivity calculations.
Changes in market rates for interest rate derivatives which are not included in a hedging relationship under IFRS 9 have an impact on the interest result and are therefore taken into account in the sensitivity calculations.

Market interest rate sensitivity analysis (in kEUR)

Impact on group result

2020

2019

Appreciation 100 basis points

-626

-884

Devaluation 100 basis points

59

23

Other price risks

As part of the presentation of market risks, IFRS 7 also requires disclosures on how hypothetical changes in other price risk variables affect the prices of financial instruments. Stock exchange prices or market averages are particularly well-suited for use as risk variables.
No financial instruments were held to this effect, either in the year under review or in the previous year.

Categorization of financial instruments

Financial assets and liabilities currently exist only for the categories “at amortized cost” and “at fair value with through profit or loss.”

Valuation category according

Book value

Fair Value
Level 2

Book value

Fair Value
Level 2

in kEUR

to IFRS 9

31/12/2020

31/12/2020

31/12/2019

31/12/2019

Financial Assets

Borrowings

AC

1,745

1,750

6,665

6,665

Trade receivables

AC

27,053

45,402

Cash and cash equivalents

AC

47,736

40,596

Other financial assets

AC

3,423

3,150

Financial liabilities

Loans

AC

115,038

115,038

121,900

121,900

Trade payables

AC

23,660

49,818

Derivative financial instruments

FVTPL

1

1

124

124

Other financial liabilities

AC

2,918

3,141

Measurement of fair value

All assets and liabilities for which the fair value is determined or subsequently disclosed are assigned to the measurement hierarchy described below:

Level 1: All financial instruments traded on active markets whose quoted prices have been adopted for measurement without any change.

Level 2: Measurement is performed on the basis of procedures using input factors that have been derived directly or indirectly from observable market data.

Level 3: Measurement is performed on the basis of procedures using input factors that are not exclusively based on observable market data.

Earnings per share

Since MAX Automation SE has not issued any dilutive instruments to date, the undiluted and diluted earnings per share are identical.

in kEUR

2020

2019

Profit attributable to the shareholders of MAX Automation SE used to determine the undiluted/diluted earnings per share

-26,452

-34,733

Number

2020

2019

Weighted average number of shares used as denominator to calculate undiluted/diluted earnings per share

29,459,415

29,459,415

in EUR

2020

2019

Undiluted/diluted earnings per share due to shareholders of MAX Automation SE

-0.90

-1.18

In the reporting period, the number of weighted shares corresponds to the number of shares issued.

Segment Reporting

Segment

Process
Technologies

Environmental
Technologies

Reporting Period

2020

2019

2020

2019

kEUR

kEUR

kEUR

kEUR

Order intake

46,801

62,542

111,315

140,300

Order book position

20,184

24,696

47,221

47,505

Segment sales

50,883

73,377

110,312

127,637

- With external customers

50,698

73,323

110,310

127,633

- Inter-segment sales

185

54

2

4

Segment operating profit before depreciation & amortization (EBITDA)

6,866

14,821

14,167

12,943

EBITDA margin (in %, in relation to sales)

13.5%

20.2%

12.8%

10.1%

Total operating revenue

-

68,861

-

131,241

depreciation/amortization

-2,489

-2,219

-2,350

-1,782

impairment

0

0

0

0

Additions to other provisions and pension provisions

-

-1,201

-

-4,662

Segment operating profit (EBIT before PPA amortization)

4,377

12,603

11,817

11,161

PPA amortization

-223

-222

0

0

Goodwill Impairment

0

0

0

0

Segment operating profit after PPA amortization

4,154

12,380

11,817

11,161

Interest and similar income

-

3

-

116

Interest and similar expenses

-

-303

-

-189

Income from equity accounted investments

-

0

-

0

Segment result from ordinary activities (EBT)

-

12,081

-

11,088

Income taxes

-

-513

-

-2,124

Annual result

-

11,567

-

8,964

Non-current segment assets (excluding deferred tax)

20,355

20,405

23,111

20,858

- thereof Germany

15,045

15,256

19,262

17,268

- thereof other EU countries

4,032

4,458

116

22

- thereof North America

1,154

506

3,733

3,569

- thereof Rest of the world

124

185

0

0

Investments in non-current segment assets

1,744

2,521

4,581

2,724

Working Capital

13,307

16,648

17,222

17,605

Goodwill

-

6,163

-

6,399

ROCE (in %)1)

11.2%

34.9%

24.7%

36.7%

Net debt

-8,989

-5,967

28,073

20,787

Average number of personnel excluding trainees

409

368

420

404

1) The return on capital employed (ROCE) corresponds to the ratio of EBIT to capital employed. Capital employed is the sum of intangible assets, property, plant and equipment, working capital, investment property and goodwill based on the twelve-month average.

Segment

Evolving
Technologies

Non-Core

Reporting Period

2020

2019

2020

2019

kEUR

kEUR

kEUR

kEUR

Order intake

130,479

113,504

30,986

63,580

Order book position

108,738

80,689

33,276

46,629

Segment sales

104,935

136,213

43,645

89,806

- With external customers

102,566

134,918

43,427

89,608

- Inter-segment sales

2,369

1,296

218

199

Segment operating profit before depreciation & amortization (EBITDA)

7,269

16,900

-13,301

-36,580

EBITDA margin (in %, in relation to sales)

6.9%

12.4%

-30.5%

-40.7%

Total operating revenue

-

131,217

-

69,485

depreciation/amortization

-3,241

-3,548

-2,008

-3,007

impairment

-41

-208

-6,812

0

Additions to other provisions and pension provisions

-

-2,495

-

-4,945

Segment operating profit (EBIT before PPA amortization)

3,987

13,143

-22,121

-39,586

PPA amortization

-126

-189

0

-777

Goodwill Impairment

-3,463

0

-4,165

0

Segment operating profit after PPA amortization

398

12,953

-26,286

-40,363

Interest and similar income

-

252

-

162

Interest and similar expenses

-

-1,514

-

-1,994

Income from equity accounted investments

-

0

-

0

Segment result from ordinary activities (EBT)

-

11,678

-

-42,195

Income taxes

-

255

-

-820

Annual result

-

11,933

-

-43,015

Non-current segment assets (excluding deferred tax)

48,274

41,172

5,738

15,903

- thereof Germany

48,207

41,049

5,441

14,271

- thereof other EU countries

0

0

298

1,633

- thereof North America

0

0

0

0

- thereof Rest of the world

67

123

0

0

Investments in non-current segment assets

2,745

1,518

1,487

1,662

Working Capital

-2,867

7,668

11,873

31,199

Goodwill

-

29,512

-

4,165

ROCE (in %)1)

0.7%

23.0%

-55.9%

-63.5%

Net debt

-53,176

-51,627

-9,256

-23,170

Average number of personnel excluding trainees

558

549

259

486

1) The return on capital employed (ROCE) corresponds to the ratio of EBIT to capital employed. Capital employed is the sum of intangible assets, property, plant and equipment, working capital, investment property and goodwill based on the twelve-month average.

Segment

MAX Automation SE2)

Consolidation

Reporting Period

2020

2019

2020

2019

kEUR

kEUR

kEUR

kEUR

Order intake

0

0

0

0

Order book position

0

0

0

0

Segment sales

2,104

3,270

-4,878

-4,816

- With external customers

0

6

0

0

- Inter-segment sales

2,104

3,264

-4,878

-4,816

Segment operating profit before depreciation & amortization (EBITDA)

-9,207

-8,641

-137

-336

EBITDA margin (in %, in relation to sales)

-

-

-

-

Total operating revenue

-

3,270

-

-4,816

depreciation/amortization

-248

-281

16

0

impairment

0

0

0

0

Additions to other provisions and pension provisions

-

-902

-

0

Segment operating profit (EBIT before PPA amortization)

-9,455

-8,921

-121

-336

PPA amortization

0

0

0

0

Goodwill Impairment

0

0

0

-2,676

Segment operating profit after PPA amortization

-9,455

-8,921

-121

-3,012

Interest and similar income

-

3,475

-

-3,264

Interest and similar expenses

-

-3,702

-

3,252

Income from equity accounted investments

-

-1,007

-

597

Segment result from ordinary activities (EBT)

-

-36,523

-

9,550

Income taxes

-

2,047

-

0

Annual result

-

-34,476

-

9,550

Non-current segment assets (excluding deferred tax)

87,359

97,857

-75,980

-60,300

- thereof Germany

87,359

97,857

-75,980

-60,300

- thereof other EU countries

0

0

0

0

- thereof North America

0

0

0

0

- thereof Rest of the world

0

0

0

0

Investments in non-current segment assets

50

118

-123

0

Working Capital

-410

-1,157

0

0

Goodwill

-

0

-

0

ROCE (in %)1)

-

-

-

-

Net debt

-42,792

-49,069

847

8,046

Average number of personnel excluding trainees

15

9

0

0

1) The return on capital employed (ROCE) corresponds to the ratio of EBIT to capital employed. Capital employed is the sum of intangible assets, property, plant and equipment, working capital, investment property and goodwill based on the twelve-month average.

2) The column MAX Automation SE contains the values ​​of the parent company. The business transactions between the segments are eliminated in the Consolidation column. The sum of the two afore-mentioned columns is shown in the “Reconciliation” column in order to reconcile the segment information with the Group figures.

Segment

Reconciliation

Group

Reporting Period

2020

2019

2020

2019

kEUR

kEUR

kEUR

kEUR

Order intake

0

0

319,581

379,925

Order book position

0

0

209,419

199,520

Segment sales

-2,774

-1,546

307,001

425,488

- With external customers

0

6

307,001

425,488

- Inter-segment sales

-2,774

-1,552

0

0

Segment operating profit before depreciation & amortization (EBITDA)

-9,344

-8,977

5,657

-893

EBITDA margin (in %, in relation to sales)

-

-

1.8%

-0.2%

Total operating revenue

-

-1,546

-

399,258

depreciation/amortization

-232

-281

-10,320

-10,836

impairment

0

0

-6,853

-208

Additions to other provisions and pension provisions

-

-902

-

-14,205

Segment operating profit (EBIT before PPA amortization)

-9,576

-9,257

-11,516

-11,937

PPA amortization

0

0

-349

-1,189

Goodwill Impairment

0

-2,676

-7,628

-2,676

Segment operating profit after PPA amortization

-9,576

-11,933

-19,493

-15,801

Interest and similar income

-

211

-

744

Interest and similar expenses

-

-451

-

-4,450

Income from equity accounted investments

-

-411

-

-411

Segment result from ordinary activities (EBT)

-

-26,974

-

-34,323

Income taxes

-

2,047

-

-1,154

Annual result

-

-24,926

-

-35,477

Non-current segment assets (excluding deferred tax)

11,379

37,557

108,857

135,896

- thereof Germany

11,379

37,557

99,333

125,400

- thereof other EU countries

0

0

4,446

6,113

- thereof North America

0

0

4,887

4,074

- thereof Rest of the world

0

0

191

308

Investments in non-current segment assets

-73

118

10,484

8,543

Working Capital

-410

-1,157

39,125

71,962

Goodwill

-

0

-

46,239

ROCE (in %)1)

-

-

-9.3%

-8.4%

Net debt

-41,945

-41,023

-85,293

-101,000

Average number of personnel excluding trainees

15

9

1,661

1,816

1) The return on capital employed (ROCE) corresponds to the ratio of EBIT to capital employed. Capital employed is the sum of intangible assets, property, plant and equipment, working capital, investment property and goodwill based on the twelve-month average.

The breakdown of operations into the Process Technologies, Environmental Technologies, Evolving Technologies and Non-Core Business segments corresponds to the current status of internal reporting. Allocations to the respective segments are made based on the products and services offered.
In the Process Technologies segment, the MAX Gruppe operates with the bdtronic-Gruppe, in the Environmental Technologies segment with the Vecoplan-Gruppe. In the Evolving Technologies segment, the MAX Gruppe is active with the companies NSM Magnettechnik GmbH, iNDAT Robotics GmbH, Mess- und Regeltechnik Jücker GmbH and AIM Micro Systems GmbH.
The Non-Core division bundles the companies ELWEMA Automotive GmbH, IWM Automation Bodensee GmbH, IWM Automation GmbH and IWM Automation Polska Sp.z.o.o., which are no longer part of the core business.
Further information about the business operations of the individual companies is provided in the Group Management Report and can be taken from this source.
The reconciliation column shows on the one hand income and expenses from transactions with other segments that are eliminated for consolidation purposes. It also shows the income and expenses of the individual company MAX Automation SE since it is a holding company and therefore has no operational activities.
Segment-related figures are published in accordance with IFRS 8 and these key ratios are also regularly reported to the Managing Directors and to the Supervisory Board and are of great importance in managing the Company. A special focus here is placed on sales and EBITDA as a measure of earnings. Working capital is also regularly subjected to more detailed analysis. Internal reporting is consistent with external accounting standards in accordance with IFRS. The segmentation of assets is also observed, whereby the domicile of the Company is the decisive criterion.
Other performance indicators included in the segment report are the average headcount, investments, order intake and order book position. In general, sales revenues from the current order backlog are expected to be realized in the next financial year.
In financial year 2020, the items total operating revenue, additions to other and pension provisions, interest income and similar income, interest expenses and similar expenses, income from equity accounted investments, EBT, income taxes and annual result are no longer shown in the segment reporting, as these internal key figures are no longer regularly reported to the chief operating decision maker and are accordingly no longer of major importance in managing the Company. In addition, the segment revenues by country from financial year 2020 onwards are shown in the “Revenue” chapter; the values ​​of the goodwill can be found in the chapter “Goodwill.”
Transactions within the Group are generally conducted at arm’s length.
The segmentation of revenue is determined by the sales markets. Contrary to the provisions of IFRS 8.33 (a), the Company does not break down sales in the North American market by country as this market is regarded as a single unit in its economic development.
Projects accounted for revenue of TEUR 241,785 (previous year: TEUR 346,418), while sales of TEUR 65,217 (previous year: TEUR 79,070) were generated by business with service and spare parts.
One customer in the Evolving Technologies segment was responsible for revenue of kEUR 34,536 in 2020 (previous year: kEUR 52,407).

Events after the reporting period

On 15 January 2021, the Company submitted an application for contract modifications at the administrative office for the syndicated loan contract. The main objective of the application for a contract modification was to have the covenants of the syndicated loan readjusted. The bank syndicate accepted the application on 15 February 2021. As a result, the Company was able to further strengthen its financing.
The syndicated loan contract has a term until 2022 for a total volume of 190 million euros. The follow-up financing is on the work agenda of the Board of Directors for the 2021 financial year. In general, the company currently sees no reasons that would stand in the way of the successful closing of a follow-up financing due to the asset, financial and earnings situation as well as the market environment.

Other financial obligations

The following financial obligations from other non-cancellable contracts exist as of 31 December 2020:

in kEUR

2020

2019

up to 1 year

1,567

1,698

1 to 5 years

687

807

over 5 years

49

0

Total

2,303

2,505

Related party transactions

Related companies and persons as defined in IAS 24 are persons and companies (including affiliates) that can be controlled by the Company or can control the Company. In financial year 2020, MAX Automation SE was a Company dependent on Orpheus Capital II GmbH & Co. KG, Hamburg, Germany, and LS Digital & Management Services GmbH & Co. KG, Hamburg, Germany, in the sense of Section 17 AktG. There is a mutual attribution of voting rights between Orpheus Capital II GmbH & Co. KG and LS Digital & Management Services GmbH & Co. KG based on a voting agreement that came into force on 26 August 2020. The highest controlling parent company according to the AktG of Orpheus Capital II GmbH & Co. KG and of LS Digital & Management Services GmbH & Co. KG is Oliver Jaster, Germany. Control results from a constantly expected (factual) majority of votes at future general meetings.
The companies of the MAX Group provide and purchase various services for or from related companies in the course of their business operations.

Related enterprises

A free consultancy agreement was concluded with Günther Holding SE with effect from 1 September 2014, and was amended on 16 January 2017.

Related persons

Business transactions with related natural persons totaled kEUR 16 (previous year: kEUR 24). These relate to travel expenses incurred by Members of the Supervisory Board.

Auditor

Expenses for fees charged by the auditor of TEUR 975 (previous year: TEUR 522) were incurred in the year under review.

kEUR

2020

2019

1.

Audit services

875

449

a) Services for current year

595

449

b) Services for prior year

280

0

2.

Other assurance services

0

0

3.

Tax advisory services

0

0

4.

Other services

100

73

Total

975

522

No other certification services were rendered in the current financial year or in the previous year.
Services in connection with the review of the mid-year financial report pursuant to Section 37w (5) of the German Securities Trading Act (WpHG) are recorded under audit services.
The other services essentially constitute forensic investigations.

Corporate Bodies of MAX Automation SE

Since the conversion to an SE on 8 February 2018, MAX Automation SE has had a monistic management structure which is characterized by the fact that the responsibility for the management of the SE is vested in a single management body, the Supervisory Board. The Managing Directors of MAX Automation SE conduct the business of the Company, taking joint responsibility for the goal of adding sustainable value. They implement the basic principles and guidelines set out by the Supervisory Board.

Managing Directors

Daniel Fink, Dusseldorf, Germany (until 31 March 2019), CEO

Member of the following other supervisory bodies:

Chairman of the Supervisory Board of Vecoplan AG, Bad Marienberg (until 31 March 2019)

Andreas Krause, Boppelsen, Switzerland (until 15 June 2020), CFO

Member of the following other supervisory bodies:

Deputy Chairman of the Supervisory Board of Vecoplan AG, Bad Marienberg (until 31 March 2019)

Chairman of the Supervisory Board of Vecoplan AG, Bad Marienberg (until 22 April 2020)

Dr. Christian Diekmann, Hamburg (from 1 January 2021), CEO / CFO and Chairman of the Management Board

Member of the following other supervisory bodies:

Chairman of the Supervisory Board of Vecoplan AG, Bad Marienberg (from 22 April 2020)

Werner Berens, Fahrsweiler, Germany

Member of the following other supervisory bodies:

No membership in other supervisory bodies

Dr. Guido Hild, Dusseldorf, Germany

Member of the following other supervisory bodies:

No membership in other supervisory bodies

Patrick Vandenrhijn, Regensburg, Germany (from 1 May 2019)

Member of the following other supervisory bodies:

No membership in other supervisory bodies

Total compensation of the Managing Directors

The following amounts were granted to the Managing Directors of MAX Automation SE in financial year 2020:

Daniel Fink
Executive Director (CEO)
until 31/03/2019

Benefits
granted

Benefits
received

2020

2020

kEUR

(min)

(max)

2020

2019

2020

2019

Fixed compensation

0

0

0

80

0

80

Ancillary benefits*

0

0

0

7

0

7

Total

0

0

0

87

0

87

One-year variable compensation (STIP)

0

0

0

51

0

51

Multi-year variable compensation (LTIP)

0

0

0

314

0

314

thereof 2016 to 2019 program1)

0

0

0

0

0

0

thereof 2017 to 2020 program1)

0

0

0

0

0

0

thereof 2018 to 2021 program1)

0

0

0

0

0

0

Total

0

0

0

452

0

452

Pension expense

0

0

0

0

0

0

Total compensation

0

0

0

452

0

452

*The main ancillary benefits were private use of the company car, insurance premiums and rent subsidies for housing

1) Payout in 2019

Andreas Krause
Executive Director (CFO)
until 15/06/2020

Benefits
granted

Benefits
received

2020

2020

kEUR

(min)

(max)

2020

2019

2020

2019

Fixed compensation

124

124

124

270

124

270

Compensation

560

560

560

0

560

0

Ancillary benefits*

16

16

16

35

16

35

Total

700

700

700

305

700

305

One-year variable compensation (STIP)

0

258

0

186

186

40

Multi-year variable compensation (LTIP)

0

92

0

92

0

0

thereof 2018 to 2021 program

0

46

0

46

0

0

thereof 2019 to 2022 program

0

46

0

46

0

0

Total

700

1,050

700

583

886

345

Pension expense

0

0

0

0

0

0

Total compensation

700

1,050

700

583

886

345

*The main ancillary benefits were private use of the company car, insurance premiums and rent subsidies for housing

Werner Berens
Executive Director
since 01/05/2019

Benefits
granted

Benefits
received

2020

2020

kEUR

(min)

(max)

2020

2019

2020

2019

Fixed compensation

230

230

230

153

230

153

Ancillary benefits*

37

37

37

23

37

23

Total

267

267

267

176

267

176

One-year variable compensation (STIP)

0

255

180

210

210

0

Multi-year variable compensation (LTIP)

0

585

137

48

0

0

thereof LTIP group 2019 to 2021

0

45

0

0

0

0

thereof LTIP group 2020 to 2022

0

45

0

0

0

0

thereof LTIP group 2021 to 2023

0

45

30

0

0

0

thereof LTIP Phantom Shares 2019 to 2021

0

60

13

24

0

0

thereof LTIP Phantom Shares 2020 to 2022

0

60

17

0

0

0

thereof LTIP Phantom Shares 2021 to 2023

0

60

13

0

0

0

thereof LTIP business unit 2019 to 2021

0

90

27

24

0

0

thereof LTIP business unit 2020 to 2022

0

90

20

0

0

0

thereof LTIP business unit 2021 to 2023

0

90

17

0

0

0

Total

267

1,107

584

434

477

176

Pension expense

0

0

0

0

0

0

Total compensation

267

1,107

584

434

477

176

*The main ancillary benefits were private use of the company car, insurance premiums and rent subsidies for housing

Dr. Guido Hild
Executive Director
since 01/07/2019

Benefits
granted

Benefits
received

2020

2020

kEUR

(min)

(max)

2020

2019

2020

2019

Fixed compensation

198

198

198

93

198

93

Ancillary benefits*

24

24

24

11

24

11

Total

222

222

222

104

222

104

One-year variable compensation (STIP)

0

151

46

59

60

0

Multi-year variable compensation (LTIP)

0

399

69

29

0

0

thereof LTIP group 2019 to 2021

0

38

0

0

0

0

thereof LTIP group 2020 to 2022

0

38

0

0

0

0

thereof LTIP group 2021 to 2023

0

38

25

0

0

0

thereof LTIP Phantom Shares 2019 to 2021

0

50

11

20

0

0

thereof LTIP Phantom Shares 2020 to 2022

0

50

14

0

0

0

thereof LTIP Phantom Shares 2021 to 2023

0

50

11

0

0

0

thereof LTIP business unit 2019 to 2021

0

45

2

9

0

0

thereof LTIP business unit 2020 to 2022

0

45

0

0

0

0

thereof LTIP business unit 2021 to 2023

0

45

6

0

0

0

Total

222

772

337

202

282

104

Pension expense

0

0

0

0

0

0

Total compensation

222

772

337

202

282

104

*The main ancillary benefits were private use of the company car and insurance premiums

Patrick Vandenrhijn
Executive Director
since 01/05/2019

Benefits
granted

Benefits
received

2020

2020

kEUR

(min)

(max)

2020

2019

2020

2019

Fixed compensation

230

230

230

153

230

153

Ancillary benefits*

29

29

29

13

29

13

Total

259

259

259

166

259

166

One-year variable compensation (STIP)

0

255

60

172

153

0

Multi-year variable compensation (LTIP)

235

1,120

332

275

235

0

thereof LTIP group 2019 to 2021

0

45

0

0

0

0

thereof LTIP group 2020 to 2022

0

45

0

0

0

0

thereof LTIP group 2021 to 2023

0

45

30

0

0

0

thereof LTIP Phantom Shares 2019 to 2021

0

60

13

24

0

0

thereof LTIP Phantom Shares 2020 to 2022

0

60

17

0

0

0

thereof LTIP Phantom Shares 2021 to 2023

0

60

13

0

0

0

thereof LTIP business unit 2019 to 2021

0

90

8

16

0

0

thereof LTIP business unit 2020 to 2022

0

90

6

0

0

0

thereof LTIP business unit 2021 to 2023

0

90

10

0

0

0

thereof special program 2017 to 2019

235

235

235

235

235

0

thereof special program 2020 to 2022

0

300

0

0

0

0

Total

494

1,634

651

613

647

166

Pension expense

0

0

0

0

0

0

Total compensation

494

1,634

651

613

647

166

*The main ancillary benefits were private use of the company car, insurance premiums and rent subsidies for housing

Dr. Christian Diekmann
Executive Director (CEO)
since 01/01/2021

Benefits
granted

Benefits
received

2020

2020

kEUR

(min)

(max)

2020

2019

2020

2019

Fixed compensation

0

0

0

0

0

0

Ancillary benefits*

0

0

0

0

0

0

Total

0

0

0

0

0

0

Sign-on Bonus (one-time bonus)

125

125

125

0

0

0

One-year variable compensation (STIP)

0

0

0

0

0

0

Multi-year variable compensation (LTIP)

900

4,500

357

0

0

0

thereof LTIP Phantom Shares 2021 to 2024

225

1,125

173

0

0

0

thereof LTIP Phantom Shares 2022 to 2025

225

1,125

86

0

0

0

thereof LTIP Phantom Shares 2023 to 2026

225

1,125

57

0

0

0

thereof LTIP Phantom Shares 2024 to 2027

225

1,125

41

0

0

0

Total

1,025

4,625

482

0

0

0

Pension expense

0

0

0

0

0

0

Total compensation

1,025

4,625

482

0

0

0

The other compensation for the Managing Directors of MAX Automation SE consists of ancillary benefits in kind, mainly including the use of the company car and the provision of a company apartment. The individual Managing Directors are responsible for paying the taxes on the benefits in kind forming part of the compensation package. Benefits from the D&O insurance were not quantifiable for the Managing Directors of MAX Automation SE as this is a collective insurance policy that covers a number of employees.
In total, the allowances for the Managing Directors in 2020 amount to kEUR 2,272 (previous year: kEUR 2,284).

Share-based remuneration

In addition, three of the four Managing Directors are granted so-called Phantom Shares as part of a three-year LTIP. The Managing Directors are granted fictitious shares (“Phantom Shares”) for a value determined by the Supervisory Board (“issue value”) on a certain date specified in each financial year (“issue date”). The number of Phantom Shares to be granted is calculated as the quotient of the equivalent value and the arithmetic mean of the closing prices of the ordinary shares of MAX Automation SE determined in XETRA trading on the Frankfurt Stock Exchange within a period of 90 trading days before the issue date. The Phantom Shares grant the Managing Director a claim to payment of a gross amount (“Phantom Share Payment”) in the amount of the accounting value multiplied by the number of Phantom Shares. The settlement value is the arithmetic mean of the closing prices of the ordinary shares of MAX Automation SE determined in XETRA trading on the Frankfurt Stock Exchange within a period of 90 trading days before the settlement day (“settlement value”). The Phantom Share payment is limited to an individually determined maximum amount of the issue value. In addition, one of the Managing Directors is granted a special bonus that was agreed upon prior to his activity as a Managing Director. This special bonus is based on the fact that the Managing Director holds a MAX Automation SE share package, the purchase price of which is used as a factor (starting value) for EBIT development (analogous to an EBIT multiple assessment) of the business area for which the Managing Director is responsible. The special bonus is paid out as a long-term incentive at the end of a three-year term.
A new Managing Director took up his position at MAX Automation SE on 1 January 2021. In addition to fixed remuneration and a STIP, he will be granted a one-time so-called “Sign-on Bonus” in 2021. In addition, he is being given the opportunity to receive Phantom Shares per year of his four-year contract term on a fixed date, which are to be settled after a specified holding period of four years. The settlement value is the arithmetic mean of the closing prices of the ordinary shares of MAX Automation SE determined in XETRA trading on the Frankfurt Stock Exchange within a period of 90 trading days before the settlement day (“settlement value”). The Phantom Share payment is limited to a maximum amount of five times (500%) the issue value.
The fair value of the Phantom Share program was determined for all Managing Directors using the Black-Scholes-Merton model in accordance with the regulations of IFRS 2 (Share-based Payment). The expected volatility of 157%, which is included as an input parameter in the Black-Scholes-Merton model, is based on an assessment of the historical volatility of the MAX Automation SE share price over the last five years and has a corresponding influence on the fair value of the Phantom Shares.
On the balance sheet date 31 December 2020, a total of 303,370 Phantom Shares were taken into account for all beneficiaries within the scope of the valuation based on the settlement value determined on the grant date. The fair value amounts to kEUR 466. 251,225 new Phantom Shares were granted in financial year 2020 that are included in the afore-mentioned total number of Phantom Shares. The fair value of the Phantom Shares newly granted in the financial year is kEUR 357.
There were no changes to existing Phantom Share regulations in the financial year.
The provision for the Phantom Share program in the amount of kEUR 466 (previous year: kEUR 69) is reported under non-current liabilities under other provisions.
At this point, MAX Automation SE explicitly points out that the previously explained calculations cannot be used to derive any forecasts regarding the development of the share price on the part of the Company. This exclusively concerns the application of the calculation methodology prescribed by IFRS 2 (Share-based Payment). The same also applies to the minimum and maximum values determined for the Phantom Shares program in the tables presented above. Due to the calculation method of IFRS 2 (Share-based Payment), these are more of a theoretical nature.
No other or similar securities-based incentive systems were granted to the Managing Directors or employees.

Members of the Supervisory Board

Dr. Christian Diekmann, Hamburg

Dipl.-Kaufmann, Managing Director of ZRT GmbH and Zertus GmbH, Hamburg (until 31 December 2020)
Chairman of the Supervisory Board
Member of the following other supervisory bodies:

Member of the Board of Zertus Beteiligungen Lir Chocolates Ltd. Navan, Ireland, (until 31 December 2020)

Member of the Board of Zetar Ltd., London, Great Britain (until 31 December 2020)

Member of the Board of Zertus UK Ltd., London, England (until 31 December 2020)

Chairman of the Board of Gaea Products SA, Athens, Greece (until 12 November 2020)


Dr. Jens Kruse, Hamburg

General Representative of MM Warburg & CO (AG & Co.), Hamburg
Deputy Chairman of the Supervisory Board
Member of the following other supervisory bodies:

Member of the Supervisory Board of Biesterfeld AG, Hamburg

Deputy Chairman of the Supervisory Board of PNE AG, Cuxhaven (until 20 April 2020)


Dr. Ralf Guckert, Hamburg

Managing Director (CDO) Günther Holding SE, Hamburg
Member of the Supervisory Board (since 25 January 2019)
Member of the following other supervisory bodies:

Member of the Advisory Board of Langenscheidt GmbH & Co. KG, Munich, Langenscheidt Digital GmbH & Co. KG, Munich, and Langenscheidt Management GmbH, Munich (Günther SE Group-internal mandate) (until 31 December 2020)

Member of the Advisory Board of all4cloud GmbH & Co. KG, Viernheim, and all4cloud Management GmbH, Hamburg (Günther SE Group-internal mandate)

Member of the Advisory Board of Günther Direct Services, Bamberg, and G Connect GmbH, Munich (Günther SE Group-internal mandate)


Oliver Jaster, Hamburg

Chairman of the Supervisory Board of Günther Holding SE, Hamburg
Member of the Supervisory Board (until 29 May 2020)
Member of the following other supervisory bodies:

Member of the Supervisory Board of ZEAL Network SE, London

Chairman of the Advisory Board of Langenscheidt GmbH & Co. KG, Munich, Langenscheidt Digital GmbH & Co. KG, Munich, and Langenscheidt Management GmbH, Munich (Günther SE Group-internal mandate) (until 31 December 2020)

Chairman of the Advisory Board of all4cloud GmbH & Co. KG, Viernheim, and all4cloud Management GmbH, Hamburg (Günther SE Group-internal mandate)

Chairman of the Advisory Board of Günther Direct Services, Bamberg, and G Connect GmbH, Munich (Günther SE Group-internal mandate)

Chairman of the Board of Directors of Günther SE, Bamberg (Günther SE Group-internal mandate)

Karoline Kalb, Augsburg

Board member and CFO of Testo SE & Co. KGaA, Titisee-Neustadt
Member of the Supervisory Board (since 29 May 2020)
Member of the following other supervisory bodies:

No membership in other supervisory bodies

Marcel Neustock, Lübeck

Investment Director Günther Holding SE, Hamburg
Member of the Supervisory Board (since 29 May 2020)
Member of the following other supervisory bodies:

No membership in other supervisory bodies

Andreas Krause, Boppelsen, Switzerland

Managing Director of MAX Automation SE (until 15 June 2020)
Member of the Supervisory Board (until 29 May 2020)

Total compensation of the Supervisory Board

The compensation paid to the Supervisory Board in 2020 amounted to kEUR 283 (Previous year: kEUR 232). Besides the reimbursement of their expenses, the Chairman of the Supervisory Board receives kEUR 120, the Deputy Chairman of the Supervisory Board kEUR 60 and the remaining members of the Supervisory Board with the exception of Managing Directors kEUR 40 after the end of the financial year.

in kEUR

Fixed
remuneration

Consultancy
services

Total

2020

2019

2020

2019

2020

2019

Dr. Christian Diekmann, Chairman (from 18/05/2019)

120

75

0

27

120

102

Dr. Jens Kruse, Deputy Chairman (from 01/01/2019 until 17/05/2019 Chairman)

60

83

0

0

60

83

Dr. Ralf Guckert (from 25/01/2019, until 17/05/2019 Deputy chairman)

40

48

0

0

40

48

Oliver Jaster (until 29/05/2020)

17

40

0

0

17

40

Karoline Kalb (from 30/05/2020)

23

0

17

0

40

0

Marcel Neustock (from 30/05/2020)

23

0

0

0

23

0

The members of the Supervisory Board did not receive any loans or advances in financial year 2020.
Further information can be found in the compensation report in the Group Management Report under “Report on Board Members’ compensation.”
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