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Equity and liabilities

Equity

The changes in equity in the financial year are shown separately in the Consolidated Statement of Changes in Equity.

(15) Subscribed capital

The fully paid-in share capital of the Company amounts to EUR 29,459,415.00.
It is divided into 29,459,415 no-par shares issued in the name of the bearer. Each share therefore has a theoretical value of 1.00 euro.
The shares are in the shareholder’s name.
The Supervisory Board determines the form of the share certificates as well as dividend and renewal coupons. The same applies to bonds.
The Company may combine individual shares into share certificates (collective shares) that represent a plurality of shares. The shareholders have no entitlement to certification of their shares.
The Supervisory Board is authorized to increase the share capital of the Company once or several times by 17 May 2024 by up to a total of EUR 4,418,912.00 by issuing new individual bearer shares in return for cash contributions (Authorized Capital 2019).
The shareholders are entitled to a subscription right. The shares are to be underwritten by banks or other entities that meet the prerequisites of Section 186 (5) (1) of the German Stock Corporation Act (AktG) with the obligation to offer them for subscription to the shareholders. The Supervisory Board is nevertheless authorized to exclude this subscription right for shareholders

for fractional amounts;

if the new shares are issued at a price that is not substantially lower than the stock market price, and the shares issued pursuant to Section 186 (3) (4) AktG, subject to the exclusion of the subscription right, do not exceed a total of 10% of the share capital, specifically neither at the time this authorization takes effect nor at the time that it is exercised.

The sum total of shares issued in return for cash, subject to the exclusion of the subscription right, may not exceed a proportionate amount of the capital stock of EUR 2,945,941.00. This limit includes shares that are to be issued to service conversion rights or warrants or conversion obligations from bonds (including participation rights) provided that the bonds or participation rights are issued during the term of this authorization subject to the exclusion of the subscription right.
The Supervisory Board is also authorized to determine all additional rights attached to the shares and the conditions governing their issuance.
The Company has not exercised this right to date.

(16) Capital reserves and retained earnings

The composition of, and changes in, the capital reserves and retained earnings are shown in the Consolidated Statement of Changes in Equity.
The capital reserves include the premium of kEUR 15,990 from the capital increase from Authorized Capital II approved on 15 August 2017. Costs for the capital increase less the relevant taxation in the amount of kEUR 138 euro are to be deducted from this amount.
Retained earnings reflect the actuarial gains and losses of the pension provisions and income taxes. They amounted to TEUR -136 in 2020 (previous year: TEUR -97).
Retained earnings also include the adjustments to entries with respect to IFRS 15 (Revenue from Contracts with Customers). Retained earnings were reduced by a total of kEUR 4,044 as a result of the changeover in accordance with the modified retrospective method in financial year 2018. The adjustments included in this figure are a reduction in contractual assets in the amount of kEUR 48,193, an increase in inventories of kEUR 42,543, and an increase in deferred taxes of kEUR 1,606.

(17) Revaluation reserve

The revaluation reserve includes changes in value resulting from the application of the revaluation model in accordance with IAS 16 as well as adjustments to the value of real estate reclassified from owner-occupied property to investment property. The amount of TEUR 11,298 is comprised of land and buildings that were revalued in 2019 in the amount of kEUR 12,998 as well as related deferred tax liabilities of kEUR 3,703 and kEUR 2,828 from value adjustments for property as a result of its reclassification to investment property, as well as kEUR 783 in deferred taxes.

(18) Unappropriated retained earnings

Under German stock corporation law, the amount available for dividend payments to shareholders is based on the unappropriated retained earnings for the year or on the other retained earnings of MAX Automation SE (individual annual accounts) and is determined in accordance with German commercial law. For 2020, unappropriated retained earnings of TEUR -58,358 is reported in the separate financial statements of MAX Automation SE.
The Supervisory Board proposes a dividend payout of EUR 0.00 Euro per share from the unappropriated retained earnings for the year. The corresponding amount to be distributed is TEUR 0.

Capital management

The framework conditions for optimal capital management are set by the strategic orientation of the MAX Group. The focus is on long-term appreciation in value in the interests of investors, employees and customers through a continuous improvement in operating profit through growth and increased efficiency.
The capital structure is managed in such a way as to keep all options open in the capital markets by maintaining maximum possible flexibility. This enables optimal pricing in the procurement of equity and debt capital.

Non-current liabilities

(19) Non-current financial liabilities

in kEUR

31/12/2020

31/12/2019

Non-current loans excl. current proportion

114,235

120,574

Residual term 1-5 years

114,235

120,508

Residual term > 5 years

0

65

Other non-current liabilities

4

300

Residual term 1-5 years

4

300

Residual term > 5 years

0

0

Total

114,239

120,874

Non-current loans relate to liabilities to banks and include the syndicated loan from the parent company in the amount of TEUR 112,514 (previous year: TEUR 118,049).

Non-current loans less current portion

At the end of July 2017, MAX Automation SE increased the syndicated loan taken out in 2015 and extended it until 2022. An increase of mEUR 40 in the syndicated loan to a total of mEUR 190 was agreed (including a guarantee facility for advance payments, warranties and contract performance). MAX Automation took advantage of the continuing favorable financing terms to increase the syndicated loan. The agreement includes improved conditions and beneficial framework conditions (covenants) related to the Consolidated Financial Statements prepared in accordance with the IFRS regulations. They are based on key figures from the Consolidated Statement of Financial Position and earnings. In 2020, the MAX Automation Group either adhered to all the covenants agreed with the lending banks or the review was suspended.
The liabilities from the syndicated loan are reported under non-current loans and not under current loans due to a remaining term of more than twelve months as of the balance sheet reporting date.
On 18 January 2021, the Company filed an application for contract modification at the administrative office for the syndicated loan contract. The main objective of this application for a contract modification was to arrange a readjustment of the covenants of the syndicated loan. The bank syndicate accepted the application on 15 February 2021.
The companies included in the syndicated loan are jointly and severally liable for the obligations under this contract. A drawdown is considered unlikely as the creditworthiness of the debtors is ensured by their affiliation with the MAX Automation Group. The interest rate on the syndicated loan depends on the statement of financial position ratios in the Consolidated Financial Statements. The interest rate is based on the EURIBOR plus an additional margin resulting from the key ratios.
The loans in the Group are subject to fixed and variable interest rates. The interest rates were between 1.40% and 4.30% in 2020, depending on the term of the contract.

(20) Provisions for pensions

The pension provisions recognized in the statement of financial position result from commitments to employees of a subsidiary. The defined benefit obligations in the MAX Automation Group are not financed through funds.
The following main assumptions were made in the actuarial calculations:

in kEUR

31.12.2020

31.12.2019

Interest rate

0.48%

0.80%

Salary growth

No

1.5%

Pension indexation

2.0%

2.0%

Calculated fluctuation

No

No

Calculated retirement age

65

65

Cost trends in health care were not taken into account in the actuarial assumptions.
The present value of the pension obligations developed as follows:

in kEUR

31.12.2020

31.12.2019

As of 01.01.

1,048

950

Service cost

0

0

Interest cost

8

19

Actuarial gains/losses

56

133

Pensions paid

-55

-54

Offsetting of pension liability insurance

0

0

Pension provisions

1,057

1,048

Actuarial gains and losses were recorded outside profit or loss.
The development of pension obligations over the past five years is shown in the following table:

in kEUR

2020

2019

2017

2016

2015

Balance sheet value of pension provisions

1,057

1,048

950

963

1,033

Allocated plan assets

0

0

0

0

0

Experience suggests that no significant adjustments to pension obligations are expected.
In addition to pension payments (kEUR 56), interest expenses of kEUR 5 are expected to be incurred in 2021.
A sensitivity analysis was not carried out with respect to the pension obligations due to their relative insignificance for the net assets, financial position and results of operations of the MAX Gruppe.

(21) Trade payables

in kEUR

2020

2019

Trade payables

17,561

22,900

Prepayments received which do not relate to production orders

0

16,971

Liabilities from deliveries still to be invoiced and outstanding assembly services

4,313

8,589

Obligations to subcontractors

1,786

1,359

Trade payables

23,660

49,818

The advance payments received for projects whose sales are not realized over a period of time have been reported under contract liabilities since financial year 2020.

(22) Contract liabilities

Contract liabilities

in kEUR

1/1/2020

18,637

Revenue included in contract liabilities at the beginning of the period

-24,950

Increase due to customer payments received less the amount recognised as revenue during the period

36,307

Changes due to the adjustment of progress

-5,556

Reclassifications from trade payables

16,971

Other changes

-292

12/31/2020

41,117
The increase in contract liabilities is mainly the result of the reclassification of the advance payments received, previously reported under trade payables, for projects whose sales are not realized over a period of time.

(23) Current loans and current portion of non-current loans

Current bank loans of TEUR 804 (previous year: TEUR 1,327) were drawn at interest rates calculated at market conditions.

(24) Leases

Leasing activities of the MAX Gruppe

The MAX Group rents various office and production buildings, technical equipment and machines, vehicles as well as operating and business equipment. Leases are usually concluded for fixed periods of time, but may include options for extension. The leasing conditions are negotiated individually and include a wide range of different conditions.
The following table provides an overview of the terms of the lease liabilities:

in kEUR

31/12/2020

31/12/2019

Undiscounted lease liabilities

Residual term < 1 year

4,846

4,820

Residual term 1-5 years

11,197

11,929

Residual term > 5 years

3,156

4,815

Total undiscounted lease liabilities

19,198

21,564

Future interest expenses

1,208

1,868

Total discounted lease liabilities

17,990

19,696

The following table shows the interest expenses shown in the Consolidated Statement of Comprehensive Income for each class of underlying assets:

in kEUR

2020

2019

Interest for land and buildings

396

390

Interest for technical equipment and machinery

30

8

Interest for other plant and office equipment (vehicles - passenger cars)

50

40

Interest for other plant and office equipment (industrial vehicles)

2

3

Interest for other plant and office equipment (others)

20

29

Total interest for leases

498

471

The following table shows the terms of the MAX Group’s leases:

Remaining lease term

MAX

MIN

Land and buildings

15

5

Technical equipment and machinery

5

2

Other plant and office equipment (vehicles - passenger cars)

3

2

Other plant and office equipment (industrial vehicles)

5

4

Other plant and office equipment (others)

10

2

The following table shows the cash outflows for leases:

in kEUR

2020

2019

Total cash outflows for leases

5,848

4,106

The following table shows the expenses related to leases that are shown in the Consolidated Statement of Comprehensive Income:

in kEUR

2020

2019

Interest expenses for leasing contracts

498

471

Expenses for short-term leasing contracts

4

370

Expenses for leases for assets of low value

68

206

Extension options

Some leases contain extension options or termination options that have not yet been taken into account in the lease liability, which can be exercised by the MAX Group up to one year before the expiry of the non-cancellable contract term. On the provision date, the MAX Group assesses whether the exercise of extension options or termination options is sufficiently certain. The MAX Group then determines once again whether it is reasonably certain that a renewal option or termination option will be exercised if a significant event or change in circumstances occurs within its control.
The MAX Group estimates that the potential future lease payments, provided that the extension options or termination options are exercised, would lead to a lease liability of approximately kEUR 6,452 (previous year: kEUR 5,090).

(25) Other current financial liabilities and lease liabilities

in kEUR

31.12.2020

31.12.2019

Salaries and wages

7,667

8,731

Holiday pay and overtime

2,456

3,692

Social security liabilities

896

854

Customers with credit balances

808

424

Negative fair values of derivative financial instruments

1

124

Other current liabilities

1,354

1,846

Total

13,182

15,670

Lease liabilities

4,448

4,257

Total lease liabilities

4,448

4,257
Wages and salaries include bonuses and profit shares amounting to TEUR 7,055 (previous year: TEUR 8,243).
With regard to leasing liabilities, please refer to the separate chapter on leasing.

(26) Liabilities from income taxes

Taxes and charges incurred commercially up to the date of preparation of the Consolidated Statement of Financial Position but have yet to be quantified are covered by the liabilities for taxes. The MAX Group is typically subject to two types of income tax in Germany: trade tax and corporation tax.
The uniform tax rate of 15% plus a 5.5% solidarity surcharge applies to the corporation tax, while the trade tax rate is approximately 14% on average, resulting in an average domestic tax rate of 29.83%. Outside Germany, the MAX Group primarily generates taxable income in the USA. The average tax rate in the USA is 23.48%.

Provisions for taxes have developed as follows:

in kEUR

31/12/2019

Utilization

Reversals

Additions

Reclassifications

Currency translation

31/12/2020

Corporation tax with solidarity surcharge

1,065

-262

-131

987

53

0

1,712

Trade tax

818

-20

-3

702

-53

-5

1,439

Other Taxes

325

-135

-114

112

0

-76

112

Total liabilities

2,208

-417

-248

1,801

0

-81

3,263
Further explanatory notes on income taxes are provided in Note 36 "Income taxes".

(27) Other provisions

Other provisions comprise the following:

in kEUR

31/12/2019

Usage

Reversals

Reclassification

Additions

31/12/2020

Non-current warranty provisions

2,456

499

367

649

696

2,935

Non-current personnel cost provisions

1,759

75

152

(216)

656

1,973

Other miscellaneous non-current provisions

9

0

0

0

1

10

Total other non-current provisions

4,224

574

519

433

1,353

4,917

Warranty provisions

5,092

1,215

1,619

(649)

2,092

3,701

Personnel cost provisions

487

369

104

216

349

579

Other miscellaneous provisions

10,045

6,508

1,294

0

5,139

7,382

Total other current provisions

15,625

8,092

3,017

(433)

7,580

11,662

Warranty and guarantee provisions

Liabilities were recognized for warranty and guarantee obligations for products sold. Measurement was based on figures from past experience. The assumptions underlying the calculations are based on currently available information on complaints for all products sold within the warranty or guarantee period. Costs are expected to be incurred within the respective warranty periods.

Other miscellaneous provisions

Other miscellaneous provisions include all obligations and risks from which the Group is likely to incur an outflow of funds that can be reliably estimated. These include obligations for litigation costs and damages of TEUR 1,947 (previous year: TEUR 1,785), for auditing and consulting costs of TEUR 1,497 (previous year: TEUR 1,622) and for miscellaneous other items of TEUR 3,938 (previous year: TEUR 3,047). Costs are expected to be incurred within the next financial year. The decrease is mainly due to the fact that there were restructuring obligations of TEUR 3,592 in the previous year.
Other provisions correspond to the best possible estimate of costs to be incurred in the future. The changes from currency translation are negligible and are therefore not shown separately but are included in the additions to provisions.

(28) Other current liabilities

This item in the amount of TEUR 1,755 (previous year: TEUR 4,479) mainly consists of wage tax and church tax in the amount of TEUR 1,457 (previous year: TEUR 2,305) and value added tax in the amount of TEUR 298 (previous year: TEUR 2,174).

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