Annual Report • Mar 31, 2017
Annual Report
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| in EUR million | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
|---|---|---|---|---|---|
| Revenues | 337.3 | 285.3 | 218.5 | 185.9 | 175.1 |
| EBITDA | 88.0 | 69.5 | 56.8 | 46.3 | 40.9 |
| as % of revenue | 26.1% | 24.4% | 26.0% | 24.9% | 23.4% |
| EBIT | 69.7 | 52.7 | 46.5 | 35.7 | 29.9 |
| as % of revenue | 20.7% | 18.5% | 21.3% | 19.2% | 17.1% |
| Net income (group shares) | 46.9 | 35.9 | 31.5 | 24.0 | 19.5 |
| per share in € | 1.22 | 0.93 | 0.82 | 0.62 | 0.51 |
| Net income (group shares) before purchase price allocation |
55.1 | 42.8 | 35.3 | 29.7 | 25.3 |
| per share in € | 1.43 | 1.11 | 0.92 | 0.77 | 0.66 |
| &DVKƅRZIURPRSHUDWLQJDFWLYLWLHV | 79.7 | 65.1 | 44.2 | 40.2 | 36.5 |
| )UHHFDVKƅRZ | 32.1 | 23.7 | – 35.2 | 18.7 | 29.8 |
| Net liquidity/net debt | 16.3 | 3.3 | – 3.0 | 48.6 | 44.3 |
| Balance sheet total | 454.7 | 370.8* | 291.7 | 178.5 | 159.9 |
| Equity ratio | 44.4% | 45.0%* | 46.8% | 66.2% | 66.8% |
| Headcount as of balance sheet date | 1,925 | 1,754 | 1,559 | 1,356 | 1,229 |
| Closing price (Xetra) in € | 55.26 | 46.03 | 20.90 | 12.58 | 8.30 |
AT A GLANCE / KEY FIGURES
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Strong Brands. Great Projects.
With its software solutions the Nemetschek Group serves customers along the entire value chain in the AEC (Architecture, Engineering, Construction) industry.
These customers include architecture, design and SODQQLQJRIƄFHVHQJLneers of all disciplines, construction companies, construction suppliers DQGEXLOGLQJ administrators.
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The advance of digitization will also mean fundamental changes in the construction industry. It will lead to increased cost trans-SDUHQF\HIƄFLHQF\DQGDGKHUHQFHWRWLPH EXGJHWV7KHVHDUHSUHFLVHO\WKHREMHFWLYHV WKDWWKHVWURQJEUDQGVRIWKH1HPHWVFKHN Group intend to achieve with their software solutions. These solutions support the BIM (Building Information Modeling) digital work PHWKRG7KH\DUHSHUIHFWO\ƄWWHGWRWKH UHOHYDQWWDUJHWJURXSVDQGHQDEOHFXVWRPHUV WRIXOƄOOUHTXLUHPHQWVIRUHYHQPRUHTXDOLW\ WUDQVSDUHQF\DQGHIƄFLHQF\LQWKHEXLOGLQJ process. At the same time, they are setting QHZEHQFKPDUNVZLWKWKHLUVROXWLRQVLQWKH AEC and Media & Entertainment markets.
| ALLPLAN | $\blacksquare$ BLUEBEAM | CREM SOLUTIONS | DATA DESIGN SYSTEM | DESAFA WILL | dRofus | FRILO Software |
|---|---|---|---|---|---|---|
| GRAPHISOFT. | MAXON | NEVARIS | PRECASTI SOFTWARE | &SCIA | SOLIBRI | $\circledcirc$ vectorworks |
AMERICAS
Brazil
USA
Canada Mexico
14 BRANDS 1 PHILOSOPHY 2.3M USERS 60 LOCATIONS 142 COUNTRIES
There is building going on all over the world. Consequently, the 1HPHWVFKHN*URXSKDVVXEVLGLDULHVEUDQFKRIƄFHVUHSUHVHQWDWLRQV and cooperations in all the important markets in the world – with 14 strong brands and more than 60 locations worldwide.
With 2.3 million registered users in 142 countries, today we are among the most successful software providers worldwide for the AEC (Architecture, Engineering, Construction) industry.
([DPSOH+DVVHOW&LW+DOO%HOJLXP ____7KHEXLOGLQJRIWKHQHZPXQLFLSDODGPLQLVWUDWLRQFHQWHULQ +DVVHOW%HOJLXP GHPRQVWUDWHV KRZ VHDPOHVV FROODERUDWLRQ LQ EXLOGLQJ SURMHFWV FDQ PLQLPL]H ULVNV DQG VDYH FRVWVIURPWKHGHVLJQSKDVH DOOWKHZD\WR FRPPLVVLRQLQJ\$ MRLQW SURMHFW RIVHYHUDO EUDQGV RIWKH Nemetschek Group.
Large-scale, highly complex EXLOGLQJSURMHFWVLQSDUWLFXODU UHTXLUHRQJRLQJUHOLDEOHDQG HIƄFLHQWFRRUGLQDWLRQEHWZHHQ DOOVWDNHKROGHUVtERWKLQWHUQDO and external – across disciplines DQGEHWZHHQFRPSDQLHV7KHUHfore, in association with other market players, the Nemetschek Group is promoting the Open BIM data standard. This is a XQLYHUVDOFROODERUDWLYHDSSURDFK to designing, constructing and RSHUDWLQJEXLOGLQJVEDVHGRQ RSHQVWDQGDUGVDQGZRUNƅRZV ,WPDNHVLWSRVVLEOHIRUSURMHFW VWDNHKROGHUVWRFROODERUDWHHYHQ if the type of software varies from user to user. The Industry Foundation Classes (IFC) inter-IDFHKDVHVWDEOLVKHGLWVHOIDVDQ open standard and is therefore RIFHQWUDOVLJQLƄFDQFH
Sharing and evaluating data throughout the entire product life cycle saves time and money and improves quality. The administration of data is key to this digital transformation, for it is only SRVVLEOHWRWDNHIXOODGYDQWDJHRI the potential if each stakeholder can access the data that he or she needs at any given time. 7KLVEHJLQVZLWKDUHDOLVWLF%,0 EXLOGLQJPRGHOZKLFKLVDQ essential prerequisite for a gen-XLQH'ZRUNƅRZ7KLVPRGHO is no longer limited to just 3D construction data; it also includes data concerning the dimensions of time and costs.
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Under the management of the architect team comprising Jaspers-Eyers, MASS Architects and Michel Janssen, D QHZ PXQLFLSDO DGPLQLVWUDWLRQ FHQWHU LV EHLQJ EXLOW LQ +DVVHOW7KHFRPSOH[FRQVLVWLQJRIDUHQRYDWHGEXLOGLQJ VHFWLRQDQGDQHZEXLOGLQJSURYLGHVDSSUR[P2 for the city administration and social services as well as RIƄFHV
The architects and their most important partners are using Open BIM software solutions for the entire construction SURFHVV 7KUHH 1HPHWVFKHN VROXWLRQV DUH EHLQJ LPSOHmented for this project: Archicad from Graphisoft for the design and planning of the architects, Allplan Engineering IRUFLYLOHQJLQHHULQJDQGWKH6ROLEUL0RGHO&KHFNHUIRUWKH %,0TXDOLW\FRQWUROFDUULHGRXWE\WKHFRQVWUXFWLRQFRPSD-Q)URPWKHEHJLQQLQJDOOLQIRUPDWLRQFRQFHUQLQJWKHEXLOG-LQJSURMHFWLVFRQWDLQHGLQWKHGLJLWDOEXLOGLQJPRGHO}tIURP WKH GUDIWWR LPSOHPHQWDWLRQ} t LQFOXGLQJ DOO GHVLJQ GHWDLOV GHVLUHG PDWHULDOV ƄUH SURWHFWLRQ UHTXLUHPHQWV DFRXVWLF SURSHUWLHV LQVXODWLRQ DQG EXLOGLQJ VWUXFWXUHV DQG DGPLQ-LVWUDWLRQ7KLVFRQVWLWXWHVFRQVLGHUDEOHDGGHGYDOXHIRUDOO stakeholders compared to the old standard model, which was purely 3D. Thus, this improvement ensures more than MXVWVHDPOHVVFROODERUDWLRQEHWZHHQDOOWKRVHLQYROYHG7KH FRPSOH[SURMHFWFDQEHWXUQHGRYHUWRWKHPXQLFLSDOLW\tWKH SURXG EXLOGLQJ RZQHU t ZLWKWKH UHTXLUHG TXDOLW\ RQWLPH DQGZLWKLQWKHVSHFLƄHGEXGJHW
Steven Hendrickx, the head architect in Hasselt, recognized four decisive factors with Open BIM over the course of the successful project:
Hasselt City Hall is groundbreaking – in terms of design, planning and project implementation
In Hasselt, the construction company was commissioned with excavation, among other tasks. An as-VHVVPHQW RI WKH DPRXQW RI VDQG WKDW QHHGHG WR EH UHPRYHG ZDV GRQH EDVHG RQ D FDOFXODWLRQ XVLQJ FRQventional 2D planning methods, which yielded a re-VXOW RI FXELF PHWHUV 7KH HQJLQHHUV XVHG WKH 6R-OLEUL 0RGHO &KHFNHU EDVHG RQ 2SHQ %,0 DQG WKH GDWD SURYLGHG E\ WKH DUFKLWHFWV DQG DUULYHG DW D ƄJXUH WKDW ZDVMXVWKDOIWKLVDPRXQWLHFXELFPHWHUVRIVDQG This shows how exact the work with Open BIM solutions FDQEH
7KHVWHHOVWUXWVWREHLQVWDOOHGDUHDQRWKHUH[DPSOH:LWK the interface function IFC Exports from Allplan, it was pos-VLEOHWRXVHWKH%,0PRGHOWRDXWRPDWLFDOO\FDOFXODWHZKLFK VWHHOVWUXWVQHHGHGƄUHSURRƄQJ\$OO LWWRRNZDVDPRXVH FOLFNWRREWDLQSUHFLVH UHVXOWV ULJKWGRZQWRWKH UXQQLQJ meter. In projects that don't use Open BIM solutions, WKHVHFDOFXODWLRQVDUHPDGHE\PDQXDOO\HQWHULQJWKHGDWD from 2D drawings in Excel or some other software and then recalculating and evaluating the data for use in quo-WDWLRQVDQGSODQQLQJDSURFHVVWKDWLVVXVFHSWLEOHWRHUURU and one that leaves a lot of room for interpretation. These errors often go undetected until the actual cost planning is already completed. In the case of the Hasselt City Hall, LWZDVSRVVLEOHWRDYRLGVXFKHUURUVIURPWKHRXWVHW
As is the case with any change, it takes a certain amount of time for companies and employees to accept BIM as WKHQRUP7KHEHVWZD\DFFRUGLQJWR6WHYHQ+HQGULFN[ LV WR VWDUW RXW E\ SODQQLQJ VPDOOHU SURMHFWV XVLQJ %,0 7KH H[SHULHQFH WKHUHE\ JDLQHG ZLOO PDNH LW SRVVLEOH WR complete successively larger BIM projects. The advan-WDJHVRIFROODERUDWLQJWKURXJK2SHQ%,0DUHREYLRXV7KH HQWLUH ZRUNƅRZ LV PXFK VLPSOHU IRU DOO SURMHFW VWDNHKRO GHUVDQGEXLOGLQJSURMHFWVDUHFRPSOHWHGZLWKLQWLPHDQG FRVWEXGJHWV
Consistent standards and open interfaces in particular are essential for successful building proj-HFWV 6WDNHKROGHUV QHHG VROXWLRQV WKDW FDQ qZRUN together" for all and any individual tasks being per-IRUPHG 6HDPOHVV FROODERUDWLRQ EHWZHHQ KXPDQV DQGPDFKLQHV7KLVLVHQVXUHGZLWK2SHQ%,0DQG backed by the brands of the Nemetschek Group.
The three Nemetschek Group brands involved in the Hasselt project
| Solutions: Allplan Engineering for the engineers, Archicad from Graphisoft for the architects and the Solibri Model Checker for the construction company |
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(YHU\EXLOGLQJSURMHFWLVXQLTXH The Nemetschek Group WKHUHIRUHRIIHUVDEURDGUDQJH of software solutions to meet the extremely wide variety of UHTXLUHPHQWVLQWKHEXLOGLQJ SURFHVV7KHUHVXOWEXLOGLQJ projects that are excellently planned and implemented – from infrastructure projects to SXEOLFUHVLGHQWLDODQGRIƄFH EXLOGLQJV
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Pages 160 – 161
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Pages 36 – 37
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For further references please visit WKH1HPHWVFKHN*URXSZHEVLWH www.nemetschek.com/en/references
| Solutions: |
|---|
| ARCHICAD |
| BIMcloud |
| BIMx |
'HYHORSHGE\*5\$3+,62)7LQ+XQJDU\ ARCHICAD is more than just a design software. Together with GRAPHISOFT's BIMcloud and BIMx, ARCHICAD supports the entire BIM ZRUNƅRZWKURXJKRXWWKHHQWLUHOLIHF\FOHRIWKH EXLOGLQJ'HYHORSHGE\DUFKLWHFWVIRUDUFKL-WHFWV\$5&+,&\$'pV%,0EDVHGGHVLJQDQG documentation tools offer effective and open FROODERUDWLRQRSSRUWXQLWLHVDFURVVWKHYDULRXV design and engineering trades. ARCHICAD, %,0FORXGDQG%,0[HQVXUHHIƄFLHQWLQWHUDFWLYH client communication and cost-effective con-VWUXFWLRQDQGEXLOGLQJPDQDJHPHQWZRUNƅRZV
*5\$3+,62)7LVDJOREDOOHDGHULQ'VRIWZDUH for architects and a BIM pioneer.
| Segment: | Design |
|---|---|
| Company size: | 456 employees |
| Locations: | Budapest, Beijing, Boston, Hong Kong, London, Mexico City, Moscow, Munich, São Paulo, Singapore, Tokyo, Venice |
| Website: | www.graphisoft.com |
Architects:
Patterson Associates Architects
7KHVKLPPHULQJEXLOGLQJLV1HZ=HDODQGpV most courageous contemporary art museum and an international destination for connois-VHXUVRIH[SHULPHQWDOƄOPDQGNLQHWLFDUW
Patrik Heider, Spokesman of the Executive Board and CFOO
The Nemetschek Group looks back on an exciting, eventful and, most important, a very successful year: ,QZHZHUHDEOHWRFRQWLQXHRQRXUFRXUVHRIVXVWDLQDEOHJURZWKLQFUHDVHSURƄWDELOLW\DQGRYHUDOO record the best year in terms of business in the entire history of our company. We again set benchmarks LQRXULQGXVWU\VWUDWHJLFDOO\RSHUDWLYHO\DQGƄQDQFLDOO\
Group revenue in 2016 rose to an all-time high of EUR 337.3 million, a growth of 18.2% compared to the previous year. In addition to the strong organic growth of 15.9%, the positive development was driven by the new acquisitions of Solibri as of January 1, 2016, and Design Data as of August 1, 2016.
All of our four segments contributed to this development. Our core segments – Design, Build and Manage – showed double-digit growth in revenue. The Build segment was the main driving force, which grew organically by more than 30% and in total by approximately 45%. Geographically, too, this growth had a broad base: We made gains in North America and Europe as well as in Asia. While Nemetschek has its roots in Germany, we have in the meantime become an international Group and generate some 70% of our revenue outside of Germany. Another positive development is that the two pillars of our revenue, software licenses and software service contracts, as well as rental models, grew practically in unison. Recurring revenues now make up more than 43% of Group revenue. This ensures a high level of visibility and stability for us.
Operating earnings before interest, tax and depreciation and amortization (EBITDA) increased at a faster rate than Group revenue did, rising by 26.6% to EUR 88.0 million. The EBITDA margin improved RYHUWKHFRXUVHRIWKHƄQDQFLDO\HDUUHDFKLQJDKLJKOHYHORIIROORZLQJLQWKHSUHYLRXV year. In addition to strong growth, a one-off gain in the amount of EUR 1.9 million contributed to the increase in earnings. Even after adjustment, we were able to increase the EBITDA more rapidly than UHYHQXHWR(85}PLOOLRQDQGLPSURYHWKH(%,7'\$PDUJLQWR
With cash and cash equivalents amounting to more than EUR 110 million and an equity ratio of 44.4% as of the end of 2016, the Nemetschek Group maintained its strong position. Our traditionally extremely VRXQGHTXLW\DQGƄQDQFLQJEDVHDOORZVXVWREHLQGHSHQGHQWDQGJLYHVXVURRPWRPDQHXYHU,QWKH IXWXUHDVZHOOZHZLOOLQYHVWVWUDWHJLFDOO\DQGƄQDQFHIXUWKHUJURZWKLQRUGHUWRIXUWKHULQFUHDVHWKHYDOXH RIWKHFRPSDQ)RUWKLVRQHRIRXUWRSSULRULWLHVLVWKHGLOLJHQWDQGHIƄFLHQWXVHRIRXUIXQGVWRƄQDQFH our growth organically as well as through acquisitions.
In alignment with the positive development of the company, the Nemetschek share was also able to climb further in the reporting year. The closing price of EUR 55.26 represents an increase in value of more than 20% compared to that of the previous year's closing date.
7KHDWWUDFWLYHQHVVRILQYHVWLQJLQ1HPHWVFKHNLVDOVRUHƅHFWHGLQRXUVXVWDLQDEOHDQGVKDUHKROGHUIULHQGO\ dividend policy: On June 1, 2017, the dividend proposal provides an increase in the dividend from EUR 0.50 per share in the previous year to EUR 0.65 per share to the annual general meeting. This would correspond to a dividend increase of 30%. The total amount of dividends to be distributed would rise to about EUR 25 million.
Over the past year, digitalization continued to advance in the building sector as well. The digital shift is VLJQLƄFDQWO\GHWHUPLQHGE\WKHZRUNPHWKRG%,0%XLOGLQJ,QIRUPDWLRQ0RGHOLQJ LQWKHFRQVWUXFWLRQ LQGXVWU\,WVFRQVLVWHQWDSSOLFDWLRQOHDGVWRLQFUHDVHGFRVWWUDQVSDUHQF\HIƄFLHQF\DQGDGKHUHQFHWR time budgets.
In terms of digitalization, the construction industry in Germany is still far behind other industries such as telecommunications and the automotive sector. The German building sector has an outstanding reputa-WLRQEXWDVHULHVRIKLJKSURƄOHODUJHVFDOHSURMHFWVWKDWKDYHFRQVLGHUDEO\H[FHHGHGWKHLUEXGJHWVDQG GHDGOLQHVVHHPVWRLQGLFDWHGHƄFLWVLQWHUPVRISODQQLQJDQGLPSOHPHQWDWLRQ)RUWKLVUHDVRQWKH)HGHUDO Ministry for Transport and Digital Infrastructure has created a plan to phase in the introduction of BIM. :HDUHQRZLQWKHVHFRQGSKDVHZKLFKZLOOFRQWLQXHXQWLOLQZKLFKSXEOLFO\ƄQDQFHGSLORWSURMHFWV are being completed using BIM solutions. In the third phase from 2020 on, BIM is to be applied for all new public projects planned.
BIM is a subject worldwide. The use of this method is already widespread in the USA as well as in Scandinavia, the Netherlands and Great Britain. Around the world, the foundations are being laid for BIM to establish itself more and more in the upcoming years and evolve into a basis for optimizing the design, construction and management of buildings in the building process. The potentials and opportunities for providers of innovative software solutions are great in these times of change.
The strong brands of the Nemetschek Group are positioning themselves accordingly with their solutions. BIM is already being lived at the Nemetschek Group: We provide the relevant target groups with a perfect ƄWDQGHQDEOHWKHFXVWRPHUWRIXOƄOOUHTXLUHPHQWVIRUPRUHTXDOLW\WUDQVSDUHQF\DQGHIƄFLHQF\LQWKH EXLOGLQJSURFHVV1HPHWVFKHNDGYRFDWHVDQRSHQDSSURDFK2SHQ%,0 7KLVHQDEOHVDQ\VRIWZDUHIURP the Nemetschek Group to communicate with any other software via open data and communication interfaces, even with the software of competitors. Thus, a seamless transition of building-relevant and digital information through all the stages of building creation and operation is supported and documented.
The only way for us to secure and expand our lead in technology is by investing heavily in research and development on an ongoing basis. The focus is on subjects such as Open BIM, 5D and collaboration coupled with seamless linking and data transmission across the AEC industry. The proportion of investments in research and development has been about 24% in the past few years. In 2017 as well, we want to invest on a similar scale in order to secure the innovative power of the company in the long term.
The Nemetschek Group meanwhile has some 2.3 million users worldwide and is currently well positioned LQWKHWKUHHVWUDWHJLFDOO\VLJQLƄFDQWEXVLQHVVUHJLRQV(XURSH\$PHULFDDQG\$VLD+RZHYHUZHZDQWWR make even greater use of the potentials and thus generate further growth in revenue.
For this reason, in 2016 we increased our focus on cross-brand projects and strategic initiatives that generate synergies within the Group. We want to support the brand companies in their international growth strategies, close gaps in the Group's solution portfolio, reach new customer segments, and share EHVWSUDFWLFHVZLWKLQWKH*URXS7KHDSSRLQWPHQWRID&KLHI6WUDWHJ\2IƄFHUWRWKHH[HFXWLYHERDUGRI the holding in 2016 served as well the purpose of identifying and leveraging these internal potentials. We will be even more successful if we collaborate more closely with one another within the Group.
Our analysis resulted in the following subjects of focus: Digitalization in the building industry means managing and providing bigger and bigger volumes of data. Solutions for collaboration are of crucial importance. Nemetschek's activities revolve around developing a collaboration platform for all customers throughout the value chain of the building process. Moreover, we are planning to target increasingly large FRPSDQLHVIURPWKHDUFKLWHFWXUHDQGFLYLOHQJLQHHULQJVHFWRUV2XUIRFXVLVRQKROLVWLFZRUNƅRZVROXWLRQV WKDWDUHGHYHORSHGDFURVVEUDQGV,QWHJUDWHGVROXWLRQVDUHWRPDNHLWSRVVLEOHWRPDSWKHZRUNƅRZVRI organizations with an architectural or civil engineering base and thus extend our expertise as a provider of multiple solutions.
Nemetschek's fast growth and the increasing number of brands have necessarily led to greater complexity in our Group. Consequently, we are working internally on cross-group ERP harmonization in order to reduce the complexity of processes and reporting structures.
LETTER TO THE SHAREHOLDERS
Dear Shareholders, we are working intensively on our strategic further devolvement into a global player LQWKH\$(&LQGXVWU\WKDWFDQJURZSURƄWDEO\DQGVXVWDLQDEO\DQGVHWEHQFKPDUNVLQRXUVHFWRU2YHUWKH course of the past year, we have consistently aligned our organization in keeping with global trends in our industry that are important to us and in keeping with our target markets. As a network of strong brands worldwide with extensive know-how in future technologies and intelligent solutions, we continue to anticipate double-digit percentage growth for our group for 2017.
From today's perspective and without accounting for currency effects, the Nemetschek Group plans to generate revenueLQWKHUDQJHRI(85PLOOLRQWR(85}PLOOLRQWR LQWKH ƄQDQFLDO\HDU,QDGGLWLRQWRIXUWKHURUJDQLFJURZWKLQRUJDQLFJURZWKHIIHFWVKDYHKDGDQLPSDFWLQWKH Design segment as a result of the acquisition of dRofus, consolidated since the beginning of 2017. In the %XLOGVHJPHQW'DWD'HVLJQZKLFKZDVDFTXLUHGDVRI\$XJXVWZLOOEHLQFOXGHGIRUWKHƄUVWWLPH IRUWKHHQWLUHPRQWKV:HVHHSXUHO\RUJDQLFJURZWKH[FOXGLQJWKHFRPSDQLHVG5RIXVDQG'HVLJQ 'DWD LQDFRUULGRURIWR
Operating earnings will also grow considerably despite further investments in strategic projects and the EBITDA margin of the acquired companies, which is disproportionately below compared to the Group average. We anticipate a Group EBITDARIEHWZHHQ(85}PLOOLRQDQG(85PLOOLRQ which represents an increase of 16% to 20% compared to the adjusted EBITDA of the previous year (85PLOOLRQ
We are dedicating all our efforts to secure and extend the success of the Nemetschek Group in the long term. Our employees are the basis for this. I would like to thank them personally as well as on behalf RIP\IHOORZH[HFXWLYHERDUGPHPEHUVIRUWKHLUFRPPLWPHQW7KH\PDGHWKHRXWVWDQGLQJƄQDQFLDO year possible with their motivation and expertise. Special thanks also go out to the supervisory board for its commitment and excellent collaboration in the past year. Dear shareholders, I thank you for the trust you've placed in us which supports us on our strategic course.
Sincerely yours,
Patrik Heider
Viktor Várkonyi, Patrik Heider, Sean Flaherty
SPOKESMAN OF THE EXECUTIVE BOARD AND CFOO OF NEMETSCHEK SE
"The year 2016 demonstrated once again that we are innovation leaders with our brands in the markets and are therefore able to provide our customers with the greatest edge. We owe this inno-YDWLYHSRZHUƄUVWDQGIRUHPRVWWRWKHNQRZKRZ and enthusiasm of our employees, who aren't just interested in developing and distributing software, but instead in taking fascinating technologies and using them to generate even greater value for the industry and the end user. Our two new brands Design Data and dRofus are also an outstanding ƄWIRUWKLVVWUDWHJLFRULHQWDWLRQDQGXQGHUVFRUH our international focus. Nemetschek retains the identity of the strong brands and integrates various technologies and cultures into a strong group. This makes us a successful network of industry leaders."
CSO OF NEMETSCHEK SE
"2016 was an exciting year for me as I worked to form a new strategy team to strengthen our unique strategic holding structure. Globally, we have kicked off several intragroup strategic projects to increase the value that we offer our brands and help them improve their individual market position. In the USA, we have established a team for the Group to better support our fast-growing position there with revenues increas-LQJE\ƄYHWLPHVRYHUWKHSDVWWKUHH\HDUV,QD market where the digitalization and the conver-VLRQWRPRGHOEDVHGZRUNƅRZVDFFHOHUDWHGODVW year, we are very well positioned with our focus on open standards and model quality. Our customers know that we are here for them to help them approach this change."
EXECUTIVE BOARD OF NEMETSCHEK SE AND CEO OF GRAPHISOFT SE
"2016 brought many exciting developments in the realm of BIM. A big step towards increasing the usage of this technology was the European Committee's decision to standardize the open IFC format as the ISO standard for BIM. This is a mission critical validation of our effort to get the Open BIM approach widely accepted by all stakeholders. In particular, building owners are starting to take over the leadership to drive the BIM adaption. Our acquisition of Solibri in 2015 as well as Design Data and dRofus in 2016 have a strong strategic impact on our unique position and increase the value we deliver to our customers. Paired with our continued focus on innovation we are exceptionally well equipped to address the challenges in our industry for the years to come."
| Solutions: |
|---|
| Bluebeam Revu |
| Bluebeam Revu Mac |
| Bluebeam Revu iPad |
| Bluebeam Vu |
| Bluebeam Studio Prime |
| Bluebeam Studio Enterprise |
Bluebeam Revu is the end-to-end digital ZRUNƅRZDQGFROODERUDWLRQVROXWLRQWR im prove project communication and stream line processes.
By utilizing the PDF format, Revu enables a common data environment that allows design and construction professionals to share metadata, hyperlinks, bookmarks, images, attachments, and 3D data downstream.
Revu for Mac and Revu for iPad allow all project partners to share, create and collaborate on their desired platform. Integrated into every seat of Revu, Bluebeam Studio connects project partners worldwide in real time on the same set of centralized documents.
Bluebeam develops innovative technology solutions that set standards for collaboration DQGZRUNƅRZHIƄFLHQF\IRUDUFKLWHFWV engineers and construction professionals worldwide.
| Segment: | Build |
|---|---|
| Company size: | 268 employees |
| Locations: | Pasadena, Boston, Chicago, 0DQFKHVWHU86\$ San Diego, Stockholm |
| Website: | www.bluebeam.com |
Reference Project No. 2:
(QJLQHHULQJRIƄFH Hilson Moran
Hilson Moran uses Bluebeam Revu as their HQJLQHHULQJZRUNƅRZVROXWLRQRQWKHƅRRU VTIRRWRIƄFHEXLOGLQJWREHLQKDELWed by tech giant Google in London's historic King's Cross district.
7KHVXSHUYLVRU\ERDUGRI1HPHWVFKHN}6(LQYROYHGLWVHOIH[WHQVLYHO\ZLWKWKHVLWXDWLRQDQGGHYHORSPHQWRIWKH *URXSGXULQJWKHƄVFDO\HDU2YHUWKHFRXUVHRIWKHƄVFDO\HDUWKHFRPPLWWHHIROORZHGWKHH[HFXWLYHERDUG closely, advised it regularly and monitored it in addition to carrying out the tasks assigned to the supervisory board by law and the articles of association with the utmost care.
The collaboration between the supervisory board and the executive board was always constructive and marked by open, trustful discussions. The executive board instructed the supervisory board regularly, promptly and comprehensively, as well as orally and in writing, about all relevant corporate strategy issues. Inherent opportunities and risks, corporate planning and the development of revenues, earnings and liquidity were extensively GHEDWHG0RUHRYHUWKHVXSHUYLVRU\ERDUGREWDLQHGLQIRUPDWLRQRQSODQQHGDQGFXUUHQWLQYHVWPHQWVWKHIXOƄOOment of the planning of the Group, of the segments and of the individual brands as well as on risk management and compliance.
The developments in the respective reporting quarters, the short-term and medium-term prospects and the long-term growth and earnings strategy were regularly and critically discussed. The supervisory board was very involved in decisions of fundamental importance for the company and obtained holistic information on backgrounds and contexts. Outside the regularly scheduled sessions, the supervisory board and the executive board maintained close contact.
On the basis of the executive board's reports, the supervisory board supported the executive board's work and made decisions on actions requiring approval. As a result of the extensive information provided by the executive ERDUGDVZHOODVLQGHSHQGHQWDXGLWV WKH VXSHUYLVRU\ERDUGZDVDEOH WRFRPSOHWHO\IXOƄOOLWVPRQLWRULQJDQG advisory role.
,QWKHƄVFDO\HDUIRXUUHJXODUVXSHUYLVRU\ERDUGPHHWLQJVZHUHKHOGQDPHO\LQWKHPRQWKVRI0DUFKEDO-DQFHVKHHWPHHWLQJIRU WKHDQQXDOƄQDQFLDOVWDWHPHQWV -XO\2FWREHUDQG'HFHPEHU7KHVXSHUYLVRU\ board was completely represented at all meetings. In addition to the meetings, there were further resolutions on current topics, for which the written circular procedure was used.
The deliberations focused in particular on the further internationalization of company business, segment expansion, potential acquisition targets, strategic investments and the further development of the Group's solution portfolio. Detailed reports concerning the brand companies were requested by the supervisory board and discussed. Business performance which deviated from the corresponding annual targets was discussed in detail at the supervisory board meetings and analyzed. The executive board presented the acquisition strategy and actual projects and decided on them in close collaboration with the supervisory board. The supervisory board approved all transactions in the reporting year.
In the meetings and further discussions outside of the meetings, there was debate in particular on the following WRSLFVZKLFKZHUHWKHVXEMHFWRILQWHQVLYHGHOLEHUDWLRQDQGYHULƄFDWLRQ
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Sean Flaherty, who has been a member of the executive board of the Nemetschek Group since October 2013, was also CEO at brand company Vectorworks parallel to this. In April 2016, he resigned as the CEO of Vector-ZRUNVDQGZDVDSSRLQWHG&KLHI6WUDWHJ\2IƄFHURIWKH1HPHWVFKHN*URXSE\WKHVXSHUYLVRU\ERDUGZKHUHKH has been responsible for driving forward the Group-wide strategy and the globalization of the Group. In addition, he is in charge of the M&A strategy as well as technology developments within the Group. The responsibilities of the other two members of the executive board, Patrik Heider and Viktor Várkonyi, were unchanged. All three PHPEHUVRIWKHH[HFXWLYHERDUGZHUHDSSRLQWHGWRWKHH[HFXWLYHERDUGRI1HPHWVFKHN}6(IRUDIXUWKHUSHULRG of three years, i.e. until December 31, 2019. The existing executive board contracts were amended accordingly. For details concerning executive board remuneration, please refer to the remuneration report contained in the management report of the annual report.
As in the previous year, the supervisory board was made up of three members. There were no changes in personnel. The formation of supervisory board committees is not necessary since the supervisory board comprises three members.
2Q0D\WKHDQQXDOJHQHUDOPHHWLQJFKRVHDXGLWLQJƄUP(UQVW <RXQJ*PE+0XQLFKIRUWKHDXGLWRI WKHLQGLYLGXDOƄQDQFLDOVWDWHPHQWVDQGWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVIRUDVZHOODVWKHFRUUHVSRQGing management report and Group management report. The supervisory board was convinced as to the independence of the auditor and obtained a written declaration from the auditor.
7KHDQQXDOƄQDQFLDOVWDWHPHQWVSUHSDUHGE\WKHH[HFXWLYHERDUGDFFRUGLQJWRWKH*HUPDQ&RPPHUFLDO&RGH +*% WDNLQJLQWRFRQVLGHUDWLRQWKHDFFRXQWLQJSULQFLSOHVDQGDQQXDOUHSRUWRI1HPHWVFKHN}6(IRUWKH ƄVFDO\HDU WKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVSUHSDUHGDFFRUGLQJ WR WKH,QWHUQDWLRQDO)LQDQFLDO5HSRUWLQJ 6WDQGDUGV,)56 DVDSSOLFDEOHLQWKH(8DQGDOVRDFFRUGLQJWRD3DUDJUDSKRIWKH*HUPDQ&RPPHUFLDO &RGH+*% DQGWKHFRQVROLGDWHGDQQXDOUHSRUWIRUWKHƄVFDO\HDUKDYHEHHQDXGLWHGDQGDSSURYHGZLWK-RXWTXDOLƄFDWLRQE\DXGLWLQJƄUP(UQVW <RXQJ*PE+0XQLFK
7KHVSHFLƄHGƄQDOGRFXPHQWVRIWKH6(WKH*URXSDQGWKHH[HFXWLYHERDUGpVSURSRVDORQWKHDSSURSULDWLRQRI SURƄWVDVZHOODV WKHDXGLWRUpV UHSRUWVZHUHDYDLODEOH WR WKHPHPEHUVRI WKHVXSHUYLVRU\ERDUGLQJRRG WLPH before the balance sheet meeting on March 23, 2017. The auditor took part in the meeting, reported extensively on his auditing activities and the main audit results, explained his audit report and provided detailed answers to all of the supervisory board members' questions.
7DNLQJWKHDXGLWRUpVUHSRUWVLQWRFRQVLGHUDWLRQWKHVXSHUYLVRU\ERDUGKDVH[DPLQHGWKHDQQXDOƄQDQFLDOVWDWH-PHQWVWKHPDQDJHPHQWUHSRUWWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDQGWKH*URXSpVPDQDJHPHQWUHSRUWDQG is convinced of the correctness and completeness of the actual information. The supervisory board concurs with the result of the audit performed by the auditor and has determined, within the scope of its own investigations, WKDWWKHUHDUHQRUHVHUYDWLRQVWREHUDLVHG7KHVXSHUYLVRU\ERDUGDSSURYHGWKHƄQDQFLDOVWDWHPHQWVDQG FRQVROLGDWHGƄQDQFLDOVWDWHPHQWVRI1HPHWVFKHN}6(DWWKHEDODQFHVKHHWPHHWLQJRI0DUFK7KH DQQXDOƄQDQFLDOVWDWHPHQWVDUHWKXVƄQDOZLWKLQWKHVFRSHRI}RIWKH*HUPDQ6WRFN&RUSRUDWLRQ\$FW\$NW*
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The supervisory and executive boards were continuously occupied with the principles of good Corporate Gov-HUQDQFHLQWKHƄVFDO\HDU,Q0DUFKWKHVXSHUYLVRU\ERDUGDQGH[HFXWLYHERDUGVXEPLWWHGDQXSGDW-HG'HFODUDWLRQRI&RQIRUPLW\DVSHU}RIWKH*HUPDQ6WRFN&RUSRUDWLRQ\$FW\$NW* DQGPDGHWKLVSHUPD-QHQWO\DYDLODEOH WRVKDUHKROGHUVYLD WKHZHEVLWHRI WKH1HPHWVFKHN}*URXS1HPHWVFKHN}6(FRQIRUPV WR WKH recommendations of the Government Commission of the German Corporate Governance Code as per the ver-VLRQRIWKHFRGHSXEOLVKHGLQWKH)HGHUDO*D]HWWHLQ-XQHZLWKWKHH[FHSWLRQRIWKHMXVWLƄHGGHYLDWLRQV VSHFLƄHGLQWKH'HFODUDWLRQRI&RQIRUPLW)RUPRUHGHWDLOVRQWKLVVXEMHFWSOHDVHUHIHUWRWKH&RUSRUDWH*RYHUnance section of the annual report or visit www.nemetschek.com/investor-relations.
,QWKHƄVFDO\HDUWKH1HPHWVFKHN}*URXSVHWQHZUHFRUGVLQWHUPVRIUHYHQXHVDQGRSHUDWLQJUHVXOWDQGLV FRQVHTXHQWO\FRQWLQXLQJRQLWVVXFFHVVIXOFRXUVHDVDƅRXULVKLQJKLJKO\SURƄWDEOHDQGWHFKQRORJLFDOO\OHDGLQJ software company. The supervisory board thanks all employees worldwide for their dedication, motivation and high level of personal commitment, without which this success would not have been possible. At the same time, the supervisory board would like to express its recognition and high level of appreciation to the executive board and the CEOs of all the brands for their great dedication and outstanding performance.
Munich, March 23, 2017
Kurt Dobitsch Chairman of the Supervisory Board
,Q-DQXDU\VKDUHPDUNHWVZRUOGZLGHJRWRIIWRWKHZHDNHVWVWDUWLQ\HDUV0RVWVKDUHPDUNHWVZHUHGRZQ more than 20% in the interim compared to their high point in 2015. Fear of recession and ongoing anxiety regarding the growth perspectives of several emerging markets, in China in particular, depressed the mood of investors. It was primarily the relaxed monetary policy in Europe and the moderate actions of the Fed in the USA LQWKHVHFRQGTXDUWHUWKDWVSXUUHGSULFHV)URPPLG-XQHRQXQFHUWDLQW\ZDVHYLGHQWRQWKHVKDUHPDUNHWVGXH WR WKH UHIHUHQGXPRQ*UHDW%ULWDLQpVOHDYLQJ WKH(XURSHDQ8QLRQ(8 \$IWHU WKHDQQRXQFHPHQWRI WKH%UH[LW decision, there were marked downturns in practically all European indexes. At the end of 2016, the focus was on WKHHOHFWLRQRIWKHQHZSUHVLGHQWLQWKH86\$(YHQWKRXJKWKH\HDUZDVVLJQLƄFDQWO\PDUNHGE\SROLWLFDOXQFHUtainty, most of the share markets were able to close the year positively. This was due to expansive monetary policy in particular and low interest rates in connection with a slight acceleration in global economic growth.
The DAX, the leading index in Germany, generated a plus of around 7% for the year. The TecDAX, which contains WKHODUJHVWWHFKQRORJ\YDOXHVtLQFOXGLQJ1HPHWVFKHN}6(tGHYHORSHGODWHUDOO\DQGFORVHGWKH\HDUZLWKD slight minus of 1%.
,QOLQHZLWKWKHSRVLWLYHGHYHORSPHQWRIWKHFRPSDQ\WKH1HPHWVFKHN}VKDUHZDVDEOHWRFOLPEIXUWKHULQWKH UHSRUWLQJ\HDU7KH1HPHWVFKHN}VKDUHEHJDQWKHQHZ\HDUDWDSULFHRI(855LJKWDWWKHEHJLQQLQJRIWKH year, share markets worldwide experienced losses as a result of the economic development in Asia, which was ZHDNHUWKDQDQWLFLSDWHG/LNHZLVHWKH1HPHWVFKHN}VKDUHZDVVXEMHFWWRDPDMRUUHWUDFHPHQWXQWLOPLG)HEUX-DU\ZKHQWKH'\$;DQG7HF'\$;DOVRUHDFKHGWKHLUORZVIRU7KH1HPHWVFKHN}VKDUHKLWD\HDUORZRI(85 RQ)HEUXDU\7KHUHDIWHUWKH1HPHWVFKHN}VKDUHEHJDQFOLPELQJDQGJHQHUDOO\UHƅHFWHGWKHƅXF-WXDWLRQVRIWKHPDUNHWRYHUPXFKRIWKHƄQDQFLDO\HDU7KHVWURQJHUSULFHSHUIRUPDQFHRIWKH1HPHWVFKHN}VKDUH compared to the DAX and TecDAX was accompanied by positive news such as the March announcement of DQQXDOƄJXUHVZKLFKZHUHKLJKHUWKDQDQWLFLSDWHGWKHULVHRIWKHGLYLGHQGE\DERXWLQ\$SULOWKHDFTXLVLWLRQ RIWKHFRPSDQ\'HVLJQ'DWDLQPLG\$XJXVWWKHLQFUHDVHRIWKHIRUHFDVWIRUWKHƄQDQFLDO\HDULQ2FWREHU DQGWKHDFTXLVLWLRQRIWKHFRPSDQ\G5RIXVDWWKHHQGRIWKH\HDU7KH1HPHWVFKHN}VKDUHUHDFKHGLWVSHDNIRU WKH\HDURQ2FWREHUZLWKDKLJKRI(85,WFORVHGWKHƄQDQFLDO\HDUDW(857KXVLWZDV possible for the value of the share to grow by more than 20% within a single year.
,QNHHSLQJZLWKWKHYHU\SRVLWLYHVKDUHSULFHGHYHORSPHQWWKHPDUNHWFDSLWDOL]DWLRQRI1HPHWVFKHN}6(LQFUHDVHG from EUR 1,772.2 million at the end of 2015 to EUR 2,127.5 million as of the end of the year 2016. This corre-VSRQGVWRDULVHLQYDOXHRI(85PLOOLRQLQWRWDO7KHUDQNLQJRI'HXWVFKH%ÓUVHOLVWV1HPHWVFKHN}WKIRU PDUNHWFDSLWDOL]DWLRQLQWHUPVRIIUHHƅRDW RQWKH7HF'\$;DVRI'HFHPEHUSUHYLRXV\HDUpVUDQNLQJ WK 7KHDYHUDJHGDLO\YROXPHRQ;(75\$UHPDLQHGDWDOPRVWWKHVDPHOHYHODVWKDWRIWKHSUHYLRXV\HDU(85 DW(851HPHWVFKHN}UDQNHGVWRQWKH7HF'\$;IRUWKHYROXPHRIVKDUHVWUDGHGDIWHU SODFLQJWKDWWKHHQGRIWKHSUHYLRXV\HDU
PRICE DEVELOPMENT OF NEMETSCHEK SHARE IN THE YEAR 2016 COMPARED TO DAX AND TECDAX (INDEXED)
7KHFRQYHUVLRQRI1HPHWVFKHN}\$*LQWRD6RFLHWDV(XURSDHD6( ZHQWLQWRHIIHFWRQ0DUFKZLWKLWV entry in the Commercial Register. Thus, the resolution of the annual general meeting of May 20, 2015 was implemented.
The conversion into an SE is in keeping with the Group's global alignment and the requirements of an interna-WLRQDODQGRSHQFRUSRUDWHFXOWXUH1HPHWVFKHN}6(ZLOOFRQWLQXHWRXVHDGXDOERDUGFRQVLVWLQJRIDQH[HFXWLYH board and a supervisory board. The rights of the shareholders are unaffected by the conversion.
2Q0D\WKHVXSHUYLVRU\ERDUGDQGH[HFXWLYHERDUGRIWKH1HPHWVFKHN}*URXSZHOFRPHGPRUHWKDQ VKDUHKROGHUVWRWKHDQQXDOJHQHUDOPHHWLQJLQ0XQLFK6KDUHKROGHUVZHUHLQIRUPHGDERXWWKHSDVWƄQDQFLDO \HDUDQGDERXWWKHSURVSHFWVIRUWKHFXUUHQWƄQDQFLDO\HDU7KHQUHVROXWLRQVIURPWKHDJHQGDZHUH presented for approval. The company's shareholders approved all agenda items with a large majority. Including the payment of dividends in the amount of EUR 0.50 per share, which rose by about 25% compared to the SUHYLRXV\HDU(85SHUVKDUH 7KHFRQVLGHUDEOHGLYLGHQGLQFUHDVHZDVLQNHHSLQJZLWKWKHYHU\SRVLWLYH EXVLQHVVGHYHORSPHQWLQ:LWKPLOOLRQVKDUHVHQWLWOHGWRDGLYLGHQGWKHWRWDOGLYLGHQGVWREHGLVWULE-XWHGDPRXQWHGWR(85PLOOLRQSUHYLRXV\HDU(85PLOOLRQ 7KHGLYLGHQGSD\RXWUDWLRIRUWKH ƄQDQFLDO\HDUZDVWKHUHIRUHDSSUR[LPDWHO\tLQUHODWLRQWRWKHRSHUDWLQJFDVKƅRZZKLFKDPRXQWHGWR(85 65.1 million.
7KH1HPHWVFKHN}*URXSSXUVXHVDGLYLGHQGSROLF\EDVHGRQFRQWLQXLW\DQGZRXOGOLNHWRLQYROYHLWVVKDUHKROGHUV in the success and development of the company now and in future.
)RUWKHƄQDQFLDO\HDUDGLYLGHQGLQWKHDPRXQWRI(85SHUVKDUHSUHYLRXV\HDU(85SHUVKDUH ZLOOEHSURSRVHG WR WKHDQQXDOJHQHUDOPHHWLQJRQ-XQH6XEMHFW WRDSSURYDOE\ WKHDQQXDOJHQHUDO meeting, this would correspond to a dividend increase of 30%. The total amount of dividends to be distributed ZRXOGULVHWRDERXW(85PLOOLRQSUHYLRXV\HDU(85PLOOLRQ 7KHGLYLGHQGSD\RXWUDWLRIRUWKH ƄQDQFLDO\HDUZRXOGWKHUHIRUHEHDSSUR[LPDWHO\tLQUHODWLRQWRWKHRSHUDWLQJFDVKƅRZDPRXQWLQJWR(85 79.7 million.
\$VRI'HFHPEHUWKHIUHHƅRDWUHPDLQHGXQFKDQJHGDWSHUFHQW,WLVVSUHDGDFURVVDEURDGVKDUHholder structure comprising private and institutional investors in Germany and abroad.
1HPHWVFKHN}9HUPÓJHQVYHUZDOWXQJV*PE+ &R.*FRQWLQXHVWREHWKHELJJHVWVKDUHKROGHULQWKHFRPSDQ\ ZLWKDVKDUHRIVKDUHV )XUWKHUPRUHVKDUHV LVKHOGGLUHFWO\E\3URI*HRUJ 1HPHWVFKHN)RUWKHVKDUHVKHOGE\1HPHWVFKHN}9HUPÓJHQVYHUZDOWXQJV*PE+ &R.*DQGWKHVKDUHVKHOG directly by Prof. Georg Nemetschek, a pooling agreement was concluded between the KG and Prof. Georg Nemetschek. The purpose of this agreement is to ensure a shareholder structure which is permanently stable.
* Direct shareholdings as of December 31, 2016.
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\$VRI WKHHQGRI WKH \HDUD WRWDORIEDQNVDQG UHVHDUFKLQVWLWXWHVZHUHFRYHULQJ WKH1HPHWVFKHN} VKDUH 1HPHWVFKHN}LVLQUHJXODUDQGFRQVWUXFWLYHFRPPXQLFDWLRQZLWKDOOLQVWLWXWHVZKLFKKDVEHHQLQWHQVLƄHGE\YLVLWV by analysts to company headquarters, various conferences and jointly conducted road shows.
,Q WKH ƄQDQFLDO \HDU DV ZHOO QXPHURXV FRQWDFWV WR H[LVWLQJ DQG SRWHQWLDO LQYHVWRUV ZHUH PDGH 1HPHWVFKHN}SURYLGHGLQIRUPDWLRQRQ WKHHFRQRPLFVLWXDWLRQFRUSRUDWHVWUDWHJ\DQGIXWXUHSURVSHFWVRI WKH 1HPHWVFKHN}*URXSZLWKLQWKHVFRSHRILQGLYLGXDOGLDORJVURDGVKRZVDQGLQYHVWRUFRQIHUHQFHV7KHIRFXVZDV RQWKHƄQDQFLDOFHQWHUVRI(XURSHDQG1RUWK\$PHULFD0RUHRYHUPDQ\LQYHVWRUVWRRNDGYDQWDJHRIWKHRSSRU-WXQLW\WRREWDLQLQIRUPDWLRQDERXWWKH1HPHWVFKHN}*URXSZLWKLQWKHVFRSHRIDYLVLWWRWKH*URXSpVKHDGTXDUWHUV in Munich.
For the publication of the statements for the year, half year and quarter, telephone conferences are held during which the board reports on past and future business development and responds to questions from analysts and investors.
| 2016 | 2015 | |
|---|---|---|
| Earnings per share in € | 1.22 | 0.93 |
| Dividend per share in € | 0.65* | 0.50 |
| Payout in € million | 25.03 | 19.25 |
| High in € | 58.51 | 46.03 |
| Low in € | 34.28 | 20.52 |
| Closing price in € | 55.26 | 46.03 |
| Price/earnings ratio | 45.30 | 49.49 |
| Market capitalization in € million | 2,127.51 | 1,772.16 |
| \$YHUDJHQXPEHURIVKDUHVWUDGHGSHUGD\;HWUD | 45,286 | 69,840 |
| Average number of outstanding shares | 38,500,000 | 38,500,000 |
* Proposal to the annual general meeting on June 1, 2017.
7KHH[HFXWLYHERDUGDQG WKHVXSHUYLVRU\ERDUGRI WKH1HPHWVFKHN}*URXSXQGHUWDNHUHVSRQVLEOHORQJWHUPDQG substantial development of the enterprise. Good Corporate Governance is one main component of this. Open and transparent corporate communication, observance of shareholder interests, forward-looking handling of risks and RSSRUWXQLWLHVDQGHIƄFLHQWDQGWUXVWIXOFRRSHUDWLRQEHWZHHQWKHH[HFXWLYHERDUGDQGWKHVXSHUYLVRU\ERDUGDUHPDMRU DVSHFWVRIJRRG&RUSRUDWH*RYHUQDQFH7KHVHDUHFRQGXFLYHWRWKH1HPHWVFKHN}*URXSpVJDLQLQJWKHWUXVWRIVKDUHholders, business partners, employees, and the general public. At the same time, these principles are important orientation standards for both committees. In the following, the executive board and supervisory board jointly report on &RUSRUDWH*RYHUQDQFHDW1HPHWVFKHN}6(DVSHU,WHPRIWKH*HUPDQ&RUSRUDWH*RYHUQDQFH&RGH
1HPHWVFKHN}6( KDV D WZRWLHUPDQDJHPHQW DQGPRQLWRULQJ VWUXFWXUHZLWK WKH WZR ERGLHV RI WKH H[HFXWLYH board and the supervisory board.
In 2016 the composition in terms of personnel remained unchanged vis-à-vis the previous year. Sean Flaherty, ZKRKDVEHHQDPHPEHURIWKHH[HFXWLYHERDUGRIWKH1HPHWVFKHN}*URXSVLQFH2FWREHUZDVDOVR&(2 at brand company Vectorworks parallel to this. In April 2016, he resigned as the CEO of Vectorworks and was DSSRLQWHG&KLHI6WUDWHJ\2IƄFHURIWKH1HPHWVFKHN}*URXSE\WKHVXSHUYLVRU\ERDUGZKHUHKHKDVEHHQUHVSRQsible for driving forward the Group-wide strategy and the globalization of the Group. In addition, he is in charge of the M&A strategy as well as technology developments within the Group.
The responsibilities of the other two members of the executive board, Patrik Heider and Viktor Várkonyi, were XQFKDQJHG\$OOWKUHHPHPEHUVRIWKHH[HFXWLYHERDUGZHUHDSSRLQWHGWRWKHH[HFXWLYHERDUGRI1HPHWVFKHN}6( for a further period of three years, i.e., until December 31, 2019.
The three-man executive board leads the company under its own responsibility. In compliance with corporate interests, the executive board performs its leadership role with the objective of sustainably increasing corporate YDOXH7KHH[HFXWLYHERDUGDVDZKROHUHVROYHVPDWWHUVZKLFKDUHRISDUWLFXODUVLJQLƄFDQFHDQGLPSDFWIRUWKH company or its subsidiaries.
The supervisory board is promptly involved and provided with complete information concerning all decisions ZKLFKPD\GHFLVLYHO\DIIHFWWKHQHWDVVHWVLWXDWLRQƄQDQFLDOVLWXDWLRQDQGHDUQLQJVVLWXDWLRQRIWKHFRPSDQ\7KH executive board reports to the supervisory board regularly, promptly and comprehensively in written and verbal form about all relevant topics relating to business development, company planning, strategic alignment, the opportunity and risk management, and compliance. In the case of acquisition projects, the executive board provides detailed information on project progress and project status at an early stage and coordinates the acquisition and integration processes in close collaboration with the supervisory board.
As in the previous year, the supervisory board was made up of three members. There were no changes in personnel. The supervisory board serves the executive board in an advisory capacity, monitors the executive board LQLWVPDQDJHPHQWRIWKHFRPSDQ\DQGYHULƄHVDOOVLJQLƄFDQWEXVLQHVVWUDQVDFWLRQVIRUWKHH[HFXWLYHERDUGE\ H[DPLQLQJWKHGRFXPHQWVLQTXHVWLRQDFFRUGLQJWRWKHWHUPVRIWKH*HUPDQ6WRFN&RUSRUDWLRQ\$FW\$NW* WKH company's articles of incorporation and the rules of procedure for the executive board. The supervisory board is also provided with information on the position of the individual brands and the Group as well as on major developments by the executive board outside of the regular supervisory board meetings. In this way, it can accompany operating business with advice and recommendations made on an appropriate base of information.
The supervisory board is elected by the annual general meeting. The election of the supervisory board conforms to WKHUHFRPPHQGDWLRQVRIWKH*HUPDQ&RUSRUDWH*RYHUQDQFH&RGHDOOVXSHUYLVRU\ERDUGPHPEHUVDUHHOHFWHG LQGLYLGXDOO\7KHPHPEHUVRIWKHH[HFXWLYHERDUGDUHDSSRLQWHGE\WKHVXSHUYLVRU\ERDUG)RU1HPHWVFKHN}6(WKH DSSRLQWPHQWRIH[HFXWLYHERDUGPHPEHUVOLNHWKHƄOOLQJRIH[HFXWLYHSRVLWLRQVLVLQYDULDEO\VXEMHFWWRWKHUHOHYDQW FULWHULDRITXDOLW\DQGVXLWDELOLW\DQGLVLQGHSHQGHQWRIJHQGHU%\DGKHULQJWRWKLVSULQFLSOHRITXDOLƄFDWLRQEDVHG QHXWUDOLW\1HPHWVFKHN}6(HQVXUHVWKDWWKHEHVWLQWHUHVWVRIWKHFRPSDQ\ZLOOEHVHUYHG
7KHVXSHUYLVRU\ERDUGGHƄQHVDFDWDORJRIEXVLQHVVZKLFKUHTXLUHVDSSURYDODVZHOODVDEXVLQHVVDOORFDWLRQ plan in the rules of procedure for the executive board. The supervisory board acts on the basis of its own rules RISURFHGXUH0RUHRYHUWKHVXSHUYLVRU\ERDUGGHFODUHVWKHDQQXDOƄQDQFLDOVWDWHPHQWVDQGDSSURYHVWKHFRQ-VROLGDWHGƄQDQFLDOVWDWHPHQWV7KHFKDLUPDQRIWKHVXSHUYLVRU\ERDUGSUHVHQWVWKHDFWLYLWLHVRIWKHVXSHUYLVRU\ board every year in his report to the shareholders as part of the annual report.
The supervisory board is composed in such a way that its members as a whole are familiar with the sector in which the company is active and possess the knowledge, skills and professional experience required for due performance of their tasks. Supervisory board member Rüdiger Herzog has expertise in the areas of accounting and auditing.
\$FFRUGLQJWRWKHVXSHUYLVRU\ERDUGDQGWDNLQJWKHRZQHUVWUXFWXUHRI1HPHWVFKHN}6(LQWRDFFRXQWDOORIWKH PHPEHUVRIWKHVXSHUYLVRU\ERDUGDUHLQGHSHQGHQWDVGHƄQHGE\WKHWHUPVRI6HFWLRQRIWKH*HUPDQ Corporate Governance Code, i.e., none of the members of the supervisory board has a personal or business UHODWLRQVKLSZLWK1HPHWVFKHN}6(RULWV*URXSFRPSDQLHVWKHERGLHVRI1HPHWVFKHN}6(RUDVKDUHKROGHUZLWK FRQWUROOLQJLQWHUHVWRI1HPHWVFKHN}6(ZKLFKZRXOGFRQVWLWXWHDPDMRUFRQƅLFWRILQWHUHVWZKLFKLVQRWPHUHO\ temporary.
)RUWKHSXUSRVHRIVHOIDVVHVVPHQWWKHVXSHUYLVRU\ERDUGUHJXODUO\FRQGXFWVHIƄFLHQF\HYDOXDWLRQV<RXZLOOƄQG additional information on the executive board and the supervisory board, in particular with regard to their working methods and further mandates performed by the members, in the supervisory board's report, in the notes to the FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV DQG LQ WKHPDQDJHPHQW UHSRUWXQGHU q5HSRUW RQ HQWHUSULVHFRQWUROOLQJ DQG declaration on corporate management".
,QDFFRUGDQFHZLWK WKH UHFRPPHQGDWLRQVRI WKH*HUPDQ&RUSRUDWH*RYHUQDQFH&RGH1HPHWVFKHN}6(KDV been reporting the remuneration of each member of the executive board and supervisory board for some time QRZ7KHUHPXQHUDWLRQRIPHPEHUVRIWKHH[HFXWLYHERDUGFRQVLVWVRIDEDVHVDODU\Ƅ[HG DQGSHUIRUPDQFH dependent variable remuneration. The variable remuneration in turn contains a short-term and long-term component. The short-term, performance-dependent variable remuneration depends primarily on company targets achieved, which are agreed upon at the beginning of each year between the supervisory board and executive board. With a view to corporate management in the long term and in accordance with applicable provisions, the executive board remuneration system also contains a long-term component, the amount and SD\PHQWRIZKLFKGHSHQGVRQWKHDFKLHYHPHQWRIGHƄQHGWDUJHWVIRUWKHGHYHORSPHQWRIUHYHQXHHDUQLQJVDQG SHUVRQDOWDUJHWV7KHSHULRGWREHREVHUYHGIRUWKLVLVDOZD\VWKUHHƄQDQFLDO\HDUV
7KHPHPEHUVRIWKHVXSHUYLVRU\ERDUGUHFHLYHƄ[HGDQGSHUIRUPDQFHUHODWHGUHPXQHUDWLRQ7KLVLVEDVHGRQ WKHFRQVROLGDWHGHDUQLQJVSHUVKDUHGLOXWHGHDUQLQJVSHUVKDUHLQDFFRUGDQFHZLWK,\$6 7KHUHPXQHUDWLRQ UHSRUWLVSDUWRIWKHFHUWLƄHGFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV,WFRQWDLQVGHWDLOHGGHVFULSWLRQVRIWKHSULQFLSOHV of the remuneration systems for the executive board and for the supervisory board as well as individual declaration of the remuneration.
Weighing opportunities and risks continuously and responsibly is one of the principles of responsible company OHDGHUVKLS7KHREMHFWLYHRIRSSRUWXQLW\DQGULVNPDQDJHPHQWLVWRGHYHORSDVWUDWHJ\DQGGHƄQHWDUJHWVZKLFK FUHDWHDQHTXLOLEULXPEHWZHHQJURZWKWDUJHWVDQGSURƄWWDUJHWVRQWKHRQHKDQGDQGWKHULVNVLQKHUHQWWRVXFK on the other. Please refer to the management report for detailed information on the opportunity and risk man-DJHPHQWV\VWHPRIWKH1HPHWVFKHN}*URXS
&RPSOLDQFH KDV DOZD\V EHHQ DQ LPSRUWDQW FRPSRQHQW RI ULVN SUHYHQWLRQ DW WKH1HPHWVFKHN} *URXS DQG LV entrenched in the company culture. The Nemetschek Group attaches great importance to the subject of compliance. Alignment of the business activities with all relevant laws and with the company-internal principles is a basic prerequisite for successful economic activity in the long term. This includes open and fair treatment of employees, customers, business partners, shareholders and the general public.
The Nemetschek Group takes a preventive approach to compliance and aims for a corporate culture that sensitizes and educates the staff so that potential violations of the rules are avoided from the outset. The business unit Corporate Audit & Compliance controls compliance activities Group-wide and reports directly to the CFOO. The executive and supervisory boards are regularly informed about compliance-relevant issues and the further development of compliance structures as well as planned compliance-related action. The point of departure for FRPSOLDQFH DFWLYLWLHV LV WKH &RGH RI &RQGXFW RI WKH 1HPHWVFKHN} *URXS 7KLV LV ELQGLQJIRU DOO HPSOR\HHV UHJDUGOHVVRIWKHLUSRVLWLRQDQGKDVEHHQFRPPXQLFDWHGFRPSDQ\ZLGH,QDGGLWLRQWKH1HPHWVFKHN}*URXS uses a modern compliance training tool to disseminate information on this subject Group-wide with the greatest SRVVLEOHHIƄFLHQF\DQGVXVWDLQDELOLW\5HOLDEOHUHSRUWLQJFKDQQHOVDQGWKHSURWHFWLRQRILQWHUQDOLQIRUPDWLRQSUR-YLGHUVDJDLQVWVDQFWLRQVDUHHVVHQWLDOIRUHIIHFWLYHFRPSOLDQFH(PSOR\HHVRIWKH1HPHWVFKHN}*URXSFDQUHSRUW compliance violations and/or inappropriate behavior either directly to their supervisor or the person responsible IRUFRPSOLDQFHRUDQRQ\PRXVO\WRDFRPPLVVLRQHGLQWHUQDWLRQDOODZƄUP\$GKHUHQFHWRLQWHUQDOJXLGHOLQHVDQG applicable provisions is subject to regular internal audits by the business unit Corporate Audit & Compliance.
1HPHWVFKHN}6(SUHSDUHVLWVFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDVZHOODVWKHFRQVROLGDWHGLQWHULPUHSRUWVDVSHU WKH,QWHUQDWLRQDO)LQDQFLDO5HSRUWLQJ6WDQGDUGV,)56 7KHDQQXDOƄQDQFLDOVWDWHPHQWVRI1HPHWVFKHN}6(LQGL-YLGXDOƄQDQFLDOVWDWHPHQWV DUHSUHSDUHGLQDFFRUGDQFHZLWKWKHSURYLVLRQVRIWKH*HUPDQ&RPPHUFLDO&RGH +*% 7KHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDUHSUHSDUHGE\WKHH[HFXWLYHERDUGH[DPLQHGE\WKHDXGLWRUDQG DSSURYHGE\WKHVXSHUYLVRU\ERDUG7KHDQQXDOJHQHUDOPHHWLQJVHOHFWHGWKH(UQVW <RXQJ*PE+DXGLWLQJƄUP 0XQLFKDVDXGLWRUVDQG*URXSDXGLWRUVIRUWKHƄQDQFLDO\HDU2Q0DUFK(UQVW <RXQJWRRNSDUW LQWKHGHOLEHUDWLRQVRIWKHVXSHUYLVRU\ERDUGFRQFHUQLQJWKHDQQXDOƄQDQFLDOVWDWHPHQWVDQGWKHFRQVROLGDWHG ƄQDQFLDOVWDWHPHQWVDQGUHSRUWHGRQWKHUHVXOWVRILWVDXGLW)XUWKHUPRUHWKHDXGLWRUZDVDYDLODEOHWRSURYLGH the supervisory board with additional information and answer questions concerning the year-end audit.
Shareholders can assert their rights and exercise their voting rights at the annual general meeting. One vote is JUDQWHGIRUHDFK1HPHWVFKHN}6(VKDUH7KHFKDLUPDQRIWKHVXSHUYLVRU\ERDUGFKDLUVWKHPHHWLQJ7KHH[HFXWLYH ERDUGSUHVHQWVWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDQGDQQXDOƄQDQFLDOVWDWHPHQWVH[SODLQVWKHSURVSHFWVRI the company and, together with the supervisory board, answers the shareholders' questions. The invitation to the annual general meeting and the corresponding documents and information are made available on the 1HPHWVFKHN}*URXSZHEVLWHWKHGD\WKHPHHWLQJLVFDOOHGLQDFFRUGDQFHZLWKVWRFNFRUSRUDWLRQODZVRUDUHPDGH DYDLODEOHIRUYLHZLQJLQWKHRIƄFHVRIWKHFRPSDQ\1HPHWVFKHN}VXSSRUWVLWVVKDUHKROGHUVLQWKHDVVHUWLRQRIWKHLU voting rights by appointing voting representatives, who vote according to the instructions of the shareholders.
7KH1HPHWVFKHN}*URXSPDNHVRSHQDQGWUXVWIXOFRPPXQLFDWLRQZLWKWKHVKDUHKROGHUVDQGRWKHUVWDNHKROGHUVD priority and maintains a fair, prompt and reliable dialog with them. All capital market-relevant information is published simultaneously in German and English and made accessible on the company's website. This includes annual and TXDUWHUO\UHSRUWVSUHVVUHOHDVHVDGKRFQRWLƄFDWLRQVLQIRUPDWLRQRQWKHDQQXDOJHQHUDOPHHWLQJDQGFRPSDQ\SUH-VHQWDWLRQV7KHƄQDQFLDOFDOHQGDUZLWKWKHUHOHYDQWSXEOLFDWLRQDQGHYHQWGDWHVFDQDOVREHIRXQGWKHUH
1HPHWVFKHN}6(SURYLGHVLQIRUPDWLRQRQWKHWUDGLQJRIFRPSDQ\VKDUHVE\H[HFXWLYHERDUGDQGVXSHUYLVRU\ERDUG PHPEHUVGLUHFWRUVpGHDOLQJV DVSHUDRIWKH*HUPDQ6HFXULWLHV7UDGLQJ\$FW:S+* DVZHOODVRQUHSRUWHG FKDQJHVLQWKHVKDUHKROGLQJVLIWKHYRWLQJWKUHVKROGVGHƄQHGLQWKH*HUPDQ6HFXULWLHV7UDGLQJ\$FW:S+* DUH reached, surpassed or fallen below. Information on the shares held by the executive board and supervisory board LV LQFOXGHG LQ WKH QRWHV 1R WUDQVDFWLRQV VXEMHFW WR UHSRUWLQJ ZHUH DQQRXQFHG LQ WKH ƄQDQFLDO \HDU 1HPHWVFKHN}6(GRHVQRWKDYHDVWRFNRSWLRQVFKHPHDWWKHSUHVHQWWLPH
The supervisory and executive boards were continuously occupied with the principles of good Corporate Gov-HUQDQFHLQ WKHƄQDQFLDO\HDU,Q0DUFK WKHVXSHUYLVRU\ERDUGDQGH[HFXWLYHERDUGVXEPLWWHGDQ XSGDWHG'HFODUDWLRQRI&RQIRUPLW\DVSHURIWKH*HUPDQ6WRFN&RUSRUDWLRQ\$FW\$NW* DQGPDGHWKLV SHUPDQHQWO\DYDLODEOHWRVKDUHKROGHUVYLDWKHZHEVLWHRIWKH1HPHWVFKHN}*URXS1HPHWVFKHN}6(FRQIRUPVWR the recommendations of the Government Commission of the German Corporate Governance Code as per the YHUVLRQRIWKHFRGHSXEOLVKHGLQWKH)HGHUDO*D]HWWHLQ-XQHZLWKWKHH[FHSWLRQRIWKHMXVWLƄHGGHYLDWLRQV VSHFLƄHGLQWKH'HFODUDWLRQRI&RQIRUPLW\
,QDFFRUGDQFHZLWKRIWKH*HUPDQ6WRFN&RUSRUDWLRQ\$FW\$NW* WKHH[HFXWLYHERDUGDQGVXSHUYLVRU\ ERDUGRI1HPHWVFKHN}6(GHFODUHWKDWWKHUHFRPPHQGDWLRQVRIWKHq*RYHUQPHQW&RPPLVVLRQRIWKH*HUPDQ Corporate Governance Code", version dated May 5, 2015, with the resolutions resulting from the plenary ses-VLRQRI0D\SXEOLVKHGLQWKHRIƄFLDOSDUWRIWKH)HGHUDO*D]HWWHRQ-XQHKHUHLQDIWHUq&RGHr KDYHEHHQDQGDUHEHLQJPHWZLWKWKHIROORZLQJH[FHSWLRQV
The variable short-term incentive plan does stipulate upper limits, which however are not always expressed DVDƄ[HGDPRXQWEXWDVDSHUFHQWDJHRIDƄ[HGDPRXQW8OWLPDWHO\WKHH[HFXWLYHERDUGHPSOR\PHQWFRQ-WUDFWVGRQRWVWLSXODWHXSSHUOLPLWVLQWHUPVRIDPRXQWIRUWKHWRWDOUHPXQHUDWLRQ&RGH,WHP&ODXVH 1HPHWVFKHN}6(LVQRWRIWKHRSLQLRQWKDWWKLVLVUHTXLUHGLQWKHFDVHRIWKHH[LVWLQJUHPXQHUDWLRQV\VWHP,I the amount of variable incentive plans is limited, this also applies for the total remuneration to be achieved.
❙ \$QDJHOLPLWIRUPHPEHUVRIWKHH[HFXWLYHERDUGDQGWKHVXSHUYLVRU\ERDUGKDVQRWEHHQGHƄQHGH[SOLFLWO\DQG LVQRWFXUUHQWO\SODQQHG&RGH,WHPV&ODXVHDQG&ODXVH 6XFKDQDJHOLPLWZRXOGJHQHUDOO\ restrict the company in its selection of suitable members of the executive board and the supervisory board. With regard to the composition of the executive board, supervisory board and further management circles, the LQGLYLGXDOpVH[SHULHQFHVNLOOVDQGNQRZOHGJHDUHRISULPDU\LPSRUWDQFHWRWKHFRPSDQ\&RGH,WHPV &ODXVHDQG&ODXVH ,QFRQWUDVWWKHVXSHUYLVRU\ERDUGDQGZLWKUHIHUHQFHWR&RGH,WHP the executive board regard diversity criteria as less important, even if these are expressly welcomed.
7KHVXSHUYLVRU\ERDUGGLGQRWVSHFLI\DQ\GHƄQHGWDUJHWVIRULWVFRPSRVLWLRQQRUGLGLWVSHFLI\DQ\GHƄQHG OLPLWIRUWKHGXUDWLRQRIWKHWHUPRIRIƄFHRQWKHVXSHUYLVRU\ERDUG&RGH,WHP&ODXVH &RQVHTXHQWO\ VXFKREMHFWLYHVDUHQRWSXEOLVKHGLQWKH&RUSRUDWH*RYHUQDQFH5HSRUW&RGH,WHP&ODXVH 7KHVXSHUvisory board consists of only three members, including the company founder, Prof. Georg Nemetschek. The PHPEHUVRI WKHVXSHUYLVRU\ERDUGKDYHDJUHDWGHDORIH[SHULHQFHDQGSHUIRUP WKHLURIƄFLDOGXWLHVLQ WKH interests of the company in the long term with proven success. The supervisory board sees continuity on the supervisory board as an advantage. In the event that the supervisory board requires new members, the super-YLVRU\ERDUGVKDOOFRPHWRDQLQIRUPDODJUHHPHQWDVWRVXLWDEOHFDQGLGDWHVZKLOHWDNLQJWKHDVSHFWVVSHFLƄHG in the Code into consideration.
Munich, March 20, 2017
Patrik Heider Kurt Dobitsch Spokesman of the Executive Board Chairman of the Supervisory Board
For the Executive Board For the Supervisory Board
| Solutions: |
|---|
| Vectorworks Designer |
| Vectorworks Architect |
| Vectorworks Landmark |
| Vectorworks Spotlight |
| Vectorworks Fundamentals |
| Vision |
Vectorworks is a global design and BIM software developer serving over 650,000 professionals in the architecture, landscape and entertainment industries. Since 1985, Vectorworks has been committed to helping designers capture inspiration, nurture innovation, communicate effectively, and bring their visions to life. With their cross-platform software, designers can build data-rich visual PRGHOVZKLOHFROODERUDWLQJHIƄFLHQWO\WKURXJK-RXWWKHSURMHFWOLIHF\FOHDQGZLWKRXWVDFULƄFLQJ the design process.
Vectorworks develops, sells and distributes software for architecture, landscape and entertainment industries.
| Segment: | Design |
|---|---|
| Company size: | 164 employees |
| Locations: | Columbia, Atlanta, Las Vegas |
| Website: | www.vectorworks.net |
Reference Project No. 3:
Architects: Gareth Hoskins Architects
Located in the UK, Mareel includes a multi-use auditorium, two cinema screens, a recording studio, rehearsal rooms, creative industry spaces, and a café bar.
7KH1HPHWVFKHN*URXSLVDZRUOGOHDGLQJPDQXIDFWXUHURIVRIWZDUHIRUWKH\$(&LQGXVWU\$UFKLWHFWXUH(QJL-QHHULQJ&RQVWUXFWLRQ ,WRIIHUVDQLQQRYDWLYHDQGFRPSUHKHQVLYHSRUWIROLRRIVROXWLRQVIRUWKHLQWHJUDWHGSODQ-QLQJRI'PRGHOVFRPELQHGZLWKSURIHVVLRQDOSODQQLQJRIWKHWLPH' DQGFRVW' GLPHQVLRQV:LWKVL[W\ locations across the world, the Nemetschek Group serves about 2.3 million users in all regions with meanwhile IRXUWHHQLQGHSHQGHQWEUDQGV\$WWKHHQGRIWKHƄQDQFLDO\HDUWKHQXPEHURIEUDQGVZDVWKLUWHHQ\$IXUWKHU EUDQGZDVDGGHGHIIHFWLYH-DQXDU\DVWKHUHVXOWRIDQDFTXLVLWLRQ:LWKLWVVRIWZDUHVROXWLRQVWKHFRPpany, which was founded in 1963 by Professor Georg Nemetschek, addresses the needs of all those involved in construction and covers the complete life cycle of buildings, from the planning and visualization of a building, time and cost calculation, invitation to tender and contract award, the actual construction process through to management and administration, utilization, modernization and renovation.
1HPHWVFKHN}6(ZLWKLWVKHDGRIƄFHLQ0XQLFKDVVXPHVDVWKHKROGLQJFRPSDQ\WKHFHQWUDOIXQFWLRQVLQWKH DUHDVRIFRUSRUDWHƄQDQFHDQGFRQWUROOLQJULVNPDQDJHPHQWLQYHVWRUUHODWLRQVDQGFRUSRUDWHFRPPXQLFDWLRQ market research & development, M&A and strategic corporate planning, human resources, IT, as well as corporate audit and compliance.
The holding company comprises the four segments Design, Build, Manage, and Media & Entertainment, which together encompass fourteen brands. The brands appear in the market as independently operating entities. The executives of the operating subsidiaries enjoy a high degree of autonomy. Hence the brands can react quickly to customer demands and wishes, market trends and changes in circumstances. In addition, the holding company facilitates exchanges between the brands and initiates strategic projects that involve more than one brand. This creates synergies in the portfolio, enhancing further the attractiveness of the offer for customers. High PDQDJHPHQWHIƄFLHQF\LVDVVXUHGE\FRQWLQXRXVUHSRUWLQJWRWKHKROGLQJFRPSDQ\DQGRQJRLQJGLDORJXH
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The brands encompassed by the Nemetschek Group offer a broad portfolio of graphics, analytic and business VROXWLRQV7KHLUFXVWRPHUVLQFOXGHDUFKLWHFWXUDODQGGHVLJQRIƄFHVVWUXFWXUDOSODQQHUVHQJLQHHUVRIDOOGLVFLplines, planning and service companies, building companies and their suppliers, process controllers as well as property, facility and asset managers.
\$FHQWUDOIHDWXUHLQWKHSODQQLQJFRQVWUXFWLRQDQGDGPLQLVWUDWLYHSURFHVVLV%XLOGLQJ,QIRUPDWLRQ0RGHOLQJ%,0 the digital transformation of the construction industry. Using BIM, all design, quality, timing and business targets and data are recorded and linked digitally. A virtual, three-dimensional building model is created. The simulation DGGVWLPHDQGFRVWDVDIRXUWKDQGDƄIWKGLPHQVLRQ%,0'PDNHVLWSRVVLEOHIRUDOOWKRVHLQYROYHGLQDSURMHFW WRFROODERUDWHHIƄFLHQWO\DQG WUDQVSDUHQWO\RYHU WKHHQWLUHSURFHVVRISODQQLQJFRQVWUXFWLQJDQGPDQDJLQJD SURSHUW\,QWKHƄYHGLPHQVLRQDOIXWXUHEXLOGLQJZLOOƄUVWEHYLUWXDODQGWKHQUHDO
The Nemetschek Group has always been concerned with providing the best possible software solutions in order to master the challenges inherent in the building process. As the pioneer of the BIM idea, the Nemetschek Group KDVIROORZHGWKLVKROLVWLFDSSURDFKIRUPRUHWKDQWKLUW\HDUV1HPHWVFKHNDGYRFDWHVDQRSHQDSSURDFK2SHQ %,0 7KHRSHQVWDQGDUGHQDEOHVHDFKSLHFHRIVRIWZDUHIURP WKH1HPHWVFKHN*URXS WRFRPPXQLFDWHZLWK every other piece of software, and even with software from competitors, via open data and communications interfaces. Thus, there is seamless transition of all digital information relevant to construction, with documentation at all levels of creation right through to the management of buildings.
:LWKLWV2SHQ%,0VRIWZDUHVROXWLRQVWKH1HPHWVFKHN*URXSFRYHUVDOOƄYHGLPHQVLRQVDQGIDFLOLWDWHVVLPXOWDneously the collaboration of all those engaged in the building process. Consequently, project work proceeds faster, costings are more reliable and timetables adhered to. Errors are avoided or reduced. Thus, the Nemetschek Group is paving the way for integrated and open 5D planning and realization in the AEC sector and enables tLQVRPHFDVHVYHU\FRQVLGHUDEOHtHIƄFLHQF\LQFUHDVHVLQWKHEXLOGLQJSURFHVV
The Nemetschek Group allocates its activities to its four segments Design, Build, Manage, and Media & Entertainment. The fourteen brands under the umbrella of the Nemetschek Group are allocated to the four segments EHORZG5RIXVRQO\MRLQHGDVWKHWKEUDQGWKDQNVWRWKHWDNHRYHURQ-DQXDU\DQGZDVDVVLJQHGWRWKH Design segment.
With the solutions of the Nemetschek Group for the Design segment, customers can perform their tasks creatively and with precision from the earliest planning and design phase through to the works and building plan-QLQJ7KHSRUWIROLRLQFOXGHV2SHQ%,0VROXWLRQVIRU&RPSXWHU\$LGHG'HVLJQ&\$' DQG&RPSXWHU\$LGHG(QJL-QHHULQJ&\$( ZKLFKVHWJOREDOVWDQGDUGVLQWKH'DQG'GHVLJQDQGYLVXDOL]DWLRQRIEXLOGLQJV,QDGGLWLRQ there are BIM-based design and data management tools. Customers include architects, designers, engineers from all disciplines, structural planners, in-house technicians, landscape planners as well as developers and general contractors.
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Whereas Graphisoft and Vectorworks cater for architects and designers, the brands Data Design System, Scia, Frilo Software and Precast Software Engineering are targeted at civil engineers. Allplan's customers are archi-WHFWV HQJLQHHUV DQGIDFLOLW\PDQDJHUV 7KH EUDQG G5RIXVZKLFKZDV DFTXLUHG RQ -DQXDU\ WUDJHWV public and private developers, planners, civil engineers and general contractors.
Allplan, which has its headquarters in Germany, has supplied innovative software to architects, civil engineers, building contractors and facility managers for more than 30 years for both planning and operational purposes. It is a leading European supplier of open BIM solutions. The CAD software family Allplan covers the entire life cycle of buildings and provides one of the biggest platforms for BIM. It comprises Allplan Architecture for planners, designers and architects, Allplan Engineering for civil engineering, the open BIM-platform bim+ for collaboration RYHUWKHHQWLUHFRQVWUXFWLRQSKDVHDQG\$OOSODQ\$OOIDDFRPSUHKHQVLYH&\$)06RIWZDUH&RPSXWHU\$LGHG)DFLO-LW\0DQDJHPHQW \$OOSODQ KDV QXPHURXV ORFDWLRQV LQ (XURSH 7KHVRIWZDUHZKLFK LV DYDLODEOH LQ WZHQW\ ODQ guages, is sold mainly in Europe.
The Hungarian company Graphisoft is one of the global leaders in the manufacture of architecture software. The %,0VROXWLRQ\$UFKLFDGDOORZVDKLJKGHJUHHRIGHVLJQIUHHGRPDQGJXDUDQWHHVDVPRRWKDQGHIƄFLHQWZRUNƅRZ through all planning phases of a building project. The portfolio includes solutions for smooth collaboration in real time from different locations, for example, using the Graphisoft BIM Server for small and medium-sized planning teams or Graphisoft BIM Cloud for medium-sized and large teams. Furthermore, with BIMx, Graphisoft offers an innovative and interactive presentation tool that is also suitable for use with mobile end devices. Apart from its KHDGRIƄFHLQ%XGDSHVW*UDSKLVRIWKDVHOHYHQEUDQFKHVZRUOGZLGH7KHVROXWLRQVZKLFKDUHDYDLODEOHLQ languages, are sold around the globe in over 100 countries.
The US company Vectorworks develops and distributes CAD and BIM software that can handle different plat-IRUPV7KHVSHFLƄFVHFWRUVROXWLRQVIRUGHVLJQDUFKLWHFWXUHODQGVFDSHLQWHULRUGHVLJQDQGHYHQWVKDYHEHHQ tailored to the requirements of the relevant professions. Vectorworks is the most used CAD program for macOS in the world and is one of the leading programs for Windows. With Vectorworks Cloud Services, users can addi-WLRQDOO\FHQWUDOO\VDYHVKDUHUHWULHYHDQGSURFHVVGDWDIURPDQ\SODFH7RGD\GHVLJQHUVDQGSODQQHUVLQRYHU countries work with Vectorworks technology.
Scia, which is headquartered in Belgium, is one of the leading suppliers of software for structural construction applications and structural analysis for the building industry. The product range includes Scia Engineer, a structural construction program for calculating and measuring all kinds of projects with multiple materials, as well as Scia Design Forms. This is a new script technology specially developed for civil engineers. The software is available in fourteen languages, supports construction standards for twenty countries, and is distributed in more WKDQƄIW\FRXQWULHV
Data Design System (DDS), which is headquartered in Norway, is a leading supplier of proven and intelligent CAD projection software for technical building equipment. DDS solutions are targeted at the disciplines of electrical engineering, sanitary, heating, ventilation and air conditioning applications and photovoltaic power plants. The DDS-CAD product family supports the Open BIM planning method, it is modular and it can be used for planning across several trades. With branches in Germany, Austria and the Netherlands, DDS mainly sells its solutions in Europe.
Frilo SoftwareLVRQHRIWKHOHDGLQJVXSSOLHUVRIFDOFXODWLRQSURJUDPVIRUVWUXFWXUDOFRQVWUXFWLRQWDVNVDQGHIƄcient structural engineering. With over eighty programs for structural construction, Frilo Software covers a large part of applied structural calculations. The company offers solutions oriented to customer requirements and corresponding to the latest status in technology and standards. At present, the software is mainly in use in the German-speaking region.
Precast Software Engineering develops and markets software for planning pre-fabricated concrete slabs. &RQVLGHUDWLRQVVXFKDVTXDOLW\SURGXFWLYLW\LPSURYHGDELOLW\WRSODQWKHEXLOGLQJSURFHVVDQGFRVWHIƄFLHQF\DUH leading to the increased use of prefabricated concrete parts. The solutions include the software Planbar, a comprehensive sector solution for high quality industrialized planning of ready-made parts, as well as the Technical ,QIRUPDWLRQ0DQDJHU7,0 ZKLFKFHQWUDOO\VXSSOLHVLQIRUPDWLRQDQGSODQQLQJIXQFWLRQVIRUDOOFRPSDQ\DUHDV based on 3D models. With its branches in Singapore and Shanghai, Precast also distributes its products outside of Europe.
After the closing date of December 31, 2016, dRofus AS, which is domiciled in Oslo, Norway, and was consol-LGDWHGIRUWKHƄUVWWLPHDVDW-DQXDU\MRLQHGWKH'HVLJQVHJPHQWG5RIXVLVDOHDGLQJVXSSOLHURIVRIWware for BIM-based planning, equipment and data management in the construction industry. The customers of dRofus include public and private building owners, civil engineers and general contractors. dRofus has subsidiaries in the USA, Australia and Sweden, which function as distribution and support branches.
In the Build segment, the Nemetschek Group offers holistic 5D solutions that cover the whole range of Building ,QIRUPDWLRQ0RGHOLQJ%,0 IURPWHQGHUDZDUGDQGƄQDODFFRXQWLQJWRFRVWLQJVFKHGXOLQJDQGFRVWDFFRXQWing. Included here are commercial ERP solutions for the accounting of construction operations. Further compo-QHQWV DUH 3')EDVHG ZRUNƅRZ VROXWLRQV IRU GLJLWDO ZRUN SURFHVVHV FROODERUDWLRQ DQG GRFXPHQWDWLRQ 7KH Nemetschek Group also offers solutions for BIM quality assurance and control as well as BIM 3D software for steel structures. In the Build segment the relevant Nemetschek companies address building companies, devel-RSHUVVXSSOLHUVDQGJHQHUDOFRQWUDFWRUVDVZHOODVSODQQLQJRIƄFHVDUFKLWHFWVDQGFLYLOHQJLQHHUV7KHIROORZ-LQJEUDQGVDUHDOORFDWHGWRWKH%XLOGVHJPHQW
Nevaris Bausoftware produces and distributes holistic software solutions for operating and cost tracking for buildings. The product family comprises different modules that, depending on the line of business of the customer, can be combined or else deployed separately. The product family Nevaris includes the three areas ice- %,0 %XLOG DQG )LQDQFH 1HYDULV LFH%,0 LV D KROLVWLF %,0 ' VROXWLRQ WR IDFLOLWDWH WLPHNHHSLQJ ' DQG FRVWWUDFNLQJ' LQFRQVWUXFWLRQZRUN1HYDULV%XLOGRIIHUVQXPHURXVIHDWXUHVVXFKDVWKHSODQQLQJRIFRQ-VWUXFWLRQFRVWVDZDUGRIFRQWUDFWVDQGƄQDODFFRXQWVFRVWLQJGHWHUPLQDWLRQRITXDQWLWLHVEXLOGLQJDFFRXQWLQJ and controlling. Nevaris Finance is the business part and that is based on a sector-independent ERP solution for FRQVWUXFWLRQ FRPSDQLHV 7KH UDQJH RI SHUIRUPDQFHV LQFOXGHV ƄQDQFLDO ERRNNHHSLQJ DQG FRVW DFFRXQWLQJ detailed material and equipment accounting, as well as payroll functions. As software of the newest generation Nevaris also supports use in the Cloud.
Bluebeam SoftwareLQWKH86\$GHYHORSVDQGGLVWULEXWHV3')EDVHGZRUNƅRZDQGFROODERUDWLRQVROXWLRQV7KH SODWIRUP%OXHEHDP}5HYXKDQGOHVSDSHUOHVVURXWLQHVIRUWKHFRPPXQLFDWLRQEHWZHHQDOOLQYROYHGLQWKHEXLOGLQJ project and improves the documentation of the measures taken. With Bluebeam Studio, which is the cloudbased collaboration solution from Revu, teams have access to projects from anywhere, and can direct them UHPRWHOH\&XVWRPHUVFDQVWRUHDQXQOLPLWHGQXPEHURIƄOHVLQWKH&ORXGVKDUHWKHPDQGFROODERUDWHLQUHDO time.
Solibri, which is domiciled in Finland, is a world leader in solutions for quality assurance and control of BIM. The Solibri Model Checker examines in particular BIM models to verify integrity, quality and conformity to local standards during the entire planning and construction process. One globally unique feature is the review of entire projects using logical analysis rules to detect any defects. The customers include building and general contractors, architects, engineers and facility owners.
A new member of the Build segment is Design Data Corporation, which is registered in Lincoln/Nebraska, USA, and joined on August 1, 2016. Design Data is a leading supplier of BIM-3D software for precision planning in steel constructions. The BIM platform is an innovative complete solution that covers the entire work routine in steel construction via structural analysis and detailed planning right through to manufacture and implementation. The premium solution of Design Data – SDS/2 Detailing – offers a high degree of automation and intelligence in WKH'GHWDLOSODQQLQJIRUVWHHOFRQVWUXFWLRQ&XVWRPHUVLQFOXGHHQJLQHHULQJRIƄFHVVWHHOFRQVWUXFWLRQƄUPV building companies and detail planners.
The focus in the Manage segment is on business and technical software solutions for the administration of complex commercial properties. Additionally, Nemetschek offers software solutions for the management of housing DVVRFLDWLRQVDQGUHVLGHQWLDOPDQDJHPHQWƄUPVDVZHOODVFRPSUHKHQVLYHVROXWLRQVIRUFRPSXWHUDLGHGIDFLOLW\ PDQDJHPHQW7KH0DQDJHVHJPHQWLQFOXGHVWKHIROORZLQJEUDQG
❙ Crem Solutions
Crem Solutions is a leading German supplier of software solutions for the business aspect of property manage-PHQW,WVFRUHSURGXFWL;+DXVRIIHUVƅH[LEOHDQGHIƄFLHQWLQVWUXPHQWVWRPDQDJHSURSHUW\,WFRYHUVWKHHQWLUH range of modern commercial property management duties. Together with its clients, Crem Solutions develops its software continually, thereby adapting it to changing customer demands. The customers come from all areas of property management, including property and asset managers' banks, insurance companies and globally active property companies.
Architects and engineers, designers and especially the Media & Entertainment industry use the solutions from this segment for visualizations, 3D modeling, animations or visual effects. The Media & Entertainment segment LQFOXGHVWKHIROORZLQJEUDQG
❙ Maxon Computer
Maxon Computer is a leading developer of 3D modeling, painting, animation and rendering applications. The PXFKDFFODLPHGVRIWZDUHSDFNDJHV&LQHPD'DQG%RG\3DLQW'DUHGHSOR\HGZRUOGZLGHLQQXPHURXVSUR-GXFWLRQVIURPWKHDUHDVRIƄOPWHOHYLVLRQDGYHUWLVLQJDQGJDPHVDORQJVLGHWKHYLVXDOL]DWLRQRIDUFKLWHFWXUH medicine, product design and info-graphics. Headquartered in Germany, the company maintains branches and RIƄFHVLQWKH86\$*UHDW%ULWDLQ&DQDGD)UDQFH-DSDQDQG6LQJDSRUH
The Nemetschek Group has its headquarters in Munich and through its brands is represented at sixty locations worldwide. Nemetschek Group solutions are sold around the globe.
The AEC sector has consolidated increasingly over the past few decades. The Nemetschek Group has been actively involved in this process through its acquisitions. Today there are only a few global suppliers alongside PDQ\VPDOOFRPSDQLHVWKDWRQO\RSHUDWHORFDOO\,QWKHUHJLRQDO\$(&PDUNHWVWKH1HPHWVFKHN*URXSƄQGVLWVHOI needing to cope with numerous disciplines involved in the building process, various standards, and regionally GLIIHUHQWVSHFLƄFDWLRQVQRUPVDQGUHJXODWLRQV
Unlike other major competitors, the Nemetschek Group concentrates almost exclusively on the AEC market with LWVVRIWZDUHVROXWLRQV,WLVRQO\LQWKH0HGLD (QWHUWDLQPHQWVHJPHQWWKDWLWDOVRDGGUHVVHVWKHPHGLDDQGƄOP industry. In all four segments, it is competing with different companies. In the target markets of the Design segment, which accounts for 65% of group sales, the Nemetschek Group is the market leader in Europe, and number two worldwide. In all segments there are several local and international competitors.
The brands of the Nemetschek Group offer custom-made solutions and react quickly to market changes. Each brand works continually on improvements and innovations. These are integrated in the releases of the individual software solutions. To meet the variety of customer demands, the Nemetschek Group offers an assortment of solutions that are tailored to the different distinct working requirements and to local guidelines and norms. Direct proximity to customers and the transformation of customer requirements into solutions are part of the group's philosophy.
With its historical roots in Germany, the Nemetschek Group has a strong base particularly in the DACH region WKH*HUPDQVSHDNLQJFRXQWULHVRI*HUPDQ\$XVWULDDQG6ZLW]HUODQG +RZHYHULQUHFHQW\HDUVLWKDVH[SDQGed the revenue share from countries outside of DACH by organic growth and acquisitions such that these now FRQWULEXWH RI UHYHQXHV2QHRI WKHJURZLQJPDUNHWVDORQJVLGH(XURSHZLWKLWVVKDUHRILV \$PHULFD,QDQGWKH1HPHWVFKHN*URXSLQFUHDVHGLWVVDOHVVKDUHWKHUHE\VRPHWRDERXW This favorable development was helped particularly by the acquisition of Bluebeam Software. The focus of JURZWKHIIRUWVRXWVLGHWKH\$PHULFDQPDUNHWVLVRQ\$VLDDQGHVSHFLDOO-DSDQZKHUH1HPHWVFKHNPHDQZKLOH occupies a leading position with its BIM software solutions. The revenue share of Asia in 2016 was about 9%.
7KH1HPHWVFKHN*URXSKDVQXPHURXVEUDQFKHVDQGRIƄFHVZRUOGZLGHZKRVHSXUSRVHLVWRNHHSFORVHFRQWDFW with its customers and to enable it to respond early to trends in the markets. The brand companies handle their own distribution, organized worldwide in the form of dedicated sales teams. Additionally, the brands cooperate with distribution partners and so-called resellers who exclusively sell brand solutions globally.
1HPHWVFKHN}6(ZLWK LWV UHJLVWHUHG RIƄFH LQ0XQLFK DFWV DV D VWUDWHJLF KROGLQJ FRPSDQ\,W KROGVPDMRULW\ shares in national and international brand companies which operate in their different markets with their own identity vis-à-vis customers and with a high degree of autonomy. The operational and strategic management of the group is organized through the four segments Design, Build, Manage, and Media & Entertainment. A key factor behind the success of the structure of the holding company and brand companies lies in the relationship RIJURXSPHPEHUVKLSDQGV\QHUJLHVRQ WKHRQHKDQGDQGƅH[LELOLW\DQGLQGHSHQGHQFHRQ WKHRWKHU7KLVLV coupled with a high innovative strength since the brands can respond quickly to customer requirements and requests.
The corporate management is based on the corporate strategy approved by the executive and supervisory boards. This covers the strategic positioning of the Nemetschek Group and its solutions portfolio in the global sales markets, as well as its medium-term revenue and income projections. Corporate management is performed at the level of the reportable segments. The parameters and annual targets for the segments and for the GLIIHUHQWEUDQGFRPSDQLHVDUHGHULYHGIURPWKHVWUDWHJLFJRDOV,QWKHDQQXDOSODQQLQJSURFHVVDWSURƄWFHQWHU level these targets are agreed with the brand companies, substantiated by them and assigned individual quantitative and qualitative targets for marketing, sales and development. The reconciliation of annual planning, individual targets and medium-term planning is performed with the general managers of the relevant brands and with the executive and supervisory boards of the holding company.
During the year the group targets are monitored based on a group-wide management information system with detailed reporting of the key performance indicators for revenue, growth, earnings and risk. The central controlling indicators for the Nemetschek Group are revenues and growth over the previous year as well as the RSHUDWLQJUHVXOW(%,7'\$ SHUVHJPHQW7KHUHDUHQRQRQƄQDQFLDOSHUIRUPDQFHLQGLFDWRUVDVFRQWUROPHDVXUHV DWWKHKROGLQJFRPSDQ\OHYHO1RQƄQDQFLDOSHUIRUPDQFHLQGLFDWRUVVXFKDVFXVWRPHUVDWLVIDFWLRQDUHPHDVXUHG at brand level. Customer satisfaction is measured through external surveys, feedback via direct sales, through selling or reselling partners or via service channels. The results of the surveys represent an important source of information for future solutions, product improvements, marketing and selling activities.
Strategic and operative corporate management is the responsibility of the executive board. There is regular discussion with the relevant management about business developments and expected-to-actual comparisons of the individual brand companies at intervals during the year. Furthermore, there are regular cross-company reconciliation processes in all functional areas of the holding company.
The Nemetschek Group pursues a growth strategy focused in particular on the worldwide AEC markets.
The major factors driving the growth of the Nemetschek Group are continuing internationalization, innovations, DQG QHZ VWUDWHJLF ƄHOGV ZKLFK UHVXOW IURP WHFKQRORJLFDO WUHQGV ,Q DGGLWLRQ WR JURZLQJ RUJDQLFDOO\ 1HPHWVFKHN}VHHNVJURZWKE\ZHOOFRQVLGHUHGYDOXHHQKDQFLQJDFTXLVLWLRQV7KHVWUDWHJ\LVWRJURZRUJDQLFDOly faster than the market average with turbo-charging of this growth through acquisitions. For acquisition projects, the focus is on growth over the life cycle in the AEC market, the rounding off of the product portfolio and on further internationalization. The international character of the Nemetschek Group and the membership of the EUDQGVLQDODUJHUFRUSRUDWHJURXSLVSXEOLFL]HGE\DFRPPRQJOREDOSKLORVRSK\HDFKEUDQGIHDWXUHVLQLWVORJR the addendum "A NEMETSCHEK&203\$1<r7KLVPHDQVWKDWFXVWRPHUVVHHƄUVWDQGIRUHPRVWWKHEUDQGV and their individuality. At the same time, they can be seen as globally integrated in a corporate group.
,QLWVJURZWKVWUDWHJ\WKH1HPHWVFKHN*URXSIRFXVHVRQWKUHHPDMRUUHJLRQV(XURSH1RUWK /DWLQ\$PHULFD and Asia. In recent years it has continually expanded its market position, especially in North America, while VWUHQJWKHQLQJLWVSRVLWLRQLQOHJDF\VDOHVPDUNHWV,QDOUHDG\SUHYLRXV\HDU RIWKHJURXS revenue was generated outside of Germany. This enables the exploitation of regional growth opportunities and also a better spread of risks. The global distribution network, consisting of in-house selling, in particular in the core markets, plus distributors and resellers, ensures proximity to customers in all markets. The steady expansion of a worldwide service and sales business is a central concern and will remain an important growth driver over the coming years.
7KHGLJLWDOWUDQVIRUPDWLRQLQWKHFRQVWUXFWLRQLQGXVWU\NH\ZRUGVƄYHGLPHQVLRQDOEXLOGLQJFROODERUDWLRQDQG q%DXVWHOOHr ZLOOWUDQVIRUPWKHEXLOGLQJLQGXVWU\,QWKHYDOXHFUHDWLRQFKDLQLQWKHFRQVWUXFWLRQLQGXVWU\ZLWK its complex planning and process routines, it may be assumed that the potential for innovation is still consider-DEOH6LJQLƄFDQWSURFHVVLPSURYHPHQWVFDQEHDFKLHYHGE\GLJLWDOL]DWLRQRIDOOSODQQLQJDQGLPSOHPHQWDWLRQ construction data – and through their thoroughgoing combination and networking as a virtual construction model.
The Nemetschek Group addresses these trends with its solutions and enables its customers to meet the require-PHQWV IRU PRUH TXDOLW\ WUDQVSDUHQF\ DQG HIƄFLHQF\ LQ WKH EXLOGLQJ SURFHVV 7KH EDVLV RI WKH VXFFHVV RI Nemetschek is continual innovation, with the brand companies setting new benchmarks and standards in the AEC and Media & Entertainment market.
7KH1HPHWVFKHN*URXSLVDSLRQHHUDQGWKHEUDQGRZQHURI2SHQ%,0DQGOHDGHULQWKHDUHDRIƄYHGLPHQVLRQal construction. It is also an important trendsetter and opinion leader and, with the help of its solutions, is contributing to changing the working methods of the sector. This is demonstrated by the numerous innovation prizes that have been awarded to the brand companies.
\$URXQGDTXDUWHURIWKHUHYHQXHVJHQHUDWHGWKHUHIRUHƅRZUHJXODUO\LQWRUHVHDUFKDQGWKXVLQWRQHZDQGIXUWKHU development of the solutions portfolio. Further information on innovation activity can be found in the section "Research and development".
With the establishment of a strategy board in the holding company in 2016, Nemetschek placed more focus on projects involving more than one brand and on strategic initiatives that generate synergies within the group.
The aim is to support the brand companies in their international growth strategies, close gaps in the group's portfolio of solutions, to address new customer segments and to share best practice within the group.
'XULQJWKLVSURFHVVWKHIROORZLQJNH\WRSLFVKDYHHPHUJHG7KHGLJLWDOWUDQVIRUPDWLRQLQWKHFRQVWUXFWLRQLQGXV-WU\DQGWKHSDWKWRDQHWZRUNHGEXLOGLQJVLWHq%DXVWHOOHr JRKDQGLQKDQGZLWKWKHKDQGOLQJDQGJHQHUDWLRQ of an increasing data volume for the planning and realization of buildings and their complete integration. Of key importance here are solutions for collaboration and associated mobile applications. At center stage of the activities of Nemetschek is the development of a collaborative platform for all customers along the value creation FKDLQLQWKHEXLOGLQJSURFHVV7KHDLPLVWRERRVWHIƄFLHQF\LQFROODERUDWLRQYLDFRUHIXQFWLRQVVXFKDVSURMHFW management, document management and the sharing of information and models.
Furthermore, the Nemetschek Group plans to address increasingly large companies working in architecture and FLYLOHQJLQHHULQJ7KHIRFXVRIWKHDFWLYLW\LVRQFRPSOHWHZRUNƅRZVROXWLRQVWKDWDUHHODERUDWHGXVLQJPRUHWKDQ RQH EUDQG 7KH LGHD LV WR PRGHO WKH ZRUNƅRZV RI RUJDQL]DWLRQV RI DUFKLWHFWV DQG FLYLO HQJLQHHUV DQG WKXV enhance its competence as a supplier of multiple solutions. This involves adding various functions from other brand companies to the 3D CAD and CAE solutions.
Furthermore, as the group grows, Nemetschek is internally working on group-wide ERP harmonization to reduce the complexity of processes and reporting structures.
The attractiveness of the worldwide AEC market, the positioning of the group, the solid balance sheet and high cash generation open up good acquisition possibilities for the Nemetschek Group to generate further growth. 6XLWDEOHHQWHUSULVHVLQWKH\$(&LQGXVWU\DUHLGHQWLƄHGLQWHUQDOO\E\WKHVWUDWHJ\ERDUGDQGWKHEUDQGFRPSDQLHV themselves or otherwise by external partners and consultants.
The Nemetschek Group leaves the enterprises it acquires with their own identity. At the same time the brands KDYHFOHDUWDUJHWVUHJDUGLQJƄQDQFLDODQGVWUDWHJLFWRSLFV)XUWKHUPRUHWKH1HPHWVFKHN*URXSDFFRPSDQLHV them in their integration into its segments and establishes the contact within the group to the other brands to promote exchanges, in particular in research and development or in distribution and marketing. By virtue of its policy of soft integration, the Nemetschek Group is very attractive as a strategic buyer for entrepreneurs. Following the sale of their company to the Nemetschek Group the founders can continue managing their enterprises ZKLOHRIIHULQJWKHLUHPSOR\HHVVHFXULW\$WWKHVDPHWLPHWKH\EHORQJWRDƄQDQFLDOO\VWURQJLQWHUQDWLRQDOJURXS DQGEHQHƄWIURPSRVVLEOHV\QHUJLHV
\$VRI'HFHPEHUWKH1HPHWVFKHN*URXSHPSOR\HGVWDIIZRUOGZLGHSUHYLRXV\HDU WKDW is a growth of 171 persons or 9.7%. This does not include employees on parental leave, freelancers or those with ORQJWHUPKHDOWKSUREOHPV\$VDWWKHHQGRIWKH\HDUWKHƄJXUHLQFOXGHGHPSOR\HHVZKRZHUHWDNHQRYHU through the acquisition of Design Data as at August 1, 2016. When these effects are eliminated, the increase in the workforce from one closing date to the next was 110 persons or 6.3%.
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7KHDYHUDJHQXPEHURISHRSOHZRUNLQJLQWKHDUHDVRIVDOHVPDUNHWLQJDQGKRWOLQHZDVSUHYLRXV\HDU 7KHUHZHUHDIXUWKHUHPSOR\HHVSUHYLRXV\HDU LQDGPLQLVWUDWLRQLQFOXGLQJWUDLQHHVSUHYLRXV\HDU 7UDLQHHVZRUNSULPDULO\LQ WKHEXVLQHVVGHSDUWPHQWVLQ,7DQGLQGHYHORSPHQW7KH1HPHWVFKHN*URXS DWWDFKHVJUHDWLPSRUWDQFHWRWDNLQJRQWUDLQHHVDIWHUWKH\KDYHJDLQHGWKHLUTXDOLƄFDWLRQV
*OREDOO\WKH1HPHWVFKHN*URXSHPSOR\VDOPRVWRQO\VWDIIZLWKDYRFDWLRQDORUKLJKHUHGXFDWLRQTXDOLƄFDWLRQ 1XPHURXVHPSOR\HHVDUHDUFKLWHFWVRUHQJLQHHUVUHƅHFWLQJWKHFRPSDQ\pVVWURQJURRWVLQWKH\$(&LQGXVWU\,Q WKHSURSRUWLRQRIZRPHQLQWKHZRUNIRUFHZDVFORVHWRWKHOHYHORIWKHSUHYLRXV\HDUQDPHO\SUHYLRXV \HDU ,QVHOHFWLQJSHUVRQQHOIRUPDQDJHPHQWSRVLWLRQVHIIRUWVDUHPDGHWRDFKLHYHZKHUHYHUSRVVLEOHD balanced distribution of appointments with respect to male and female candidates.
'HSHQGLQJRQZKHUHWKH\DUHORFDWHGDQGWKHVL]HRIWKHEUDQGFRPSDQ\HPSOR\HHVUHFHLYHVSHFLDOEHQHƄWVLQ addition to their salary, for example, a company car, enrolment in the company pension scheme or subsidized canteen meals. In most companies there is performance-related remuneration, which is crucial to high employee motivation. The criteria for performance are the development of revenues and earnings of the relevant company and the achievement of personal targets. Managers and sales employees are assessed primarily in terms of the overall success of the relevant subsidiary, whereas the variable remuneration for the other employees depends on the achievement of individual or team targets.
Innovative products are the basis for the success of the group. Therefore, approximately one quarter of group UHYHQXHVXVXDOO\ƅRZLQWRSURGXFWDQGSURFHVVLQQRYDWLRQV7KHKLJKLPSRUWDQFHRIUHVHDUFKDQGGHYHORSPHQW is also highlighted by the fact that a major proportion of the employees work in this area.
The strategy of the Nemetschek Group in research and development is focused on innovation, customer bene-ƄWVDQGDQLPSURYHPHQWLQWKHHIƄFDF\RIWKHVROXWLRQV&ORVHFRRSHUDWLRQZLWKFXVWRPHUVLVHVVHQWLDOZLWKD view to the continued development of solutions, to commit customers and to be able to meet their requirements. In the internationalization activities of the different brands, a key role is played by alignment to national standards. Regarding trends such as Open BIM, 5D, Cloud, rental models, collaboration or mobile application possibilities, the brands of the Nemetschek Group are working steadily on new bespoke solutions. With respect to Cloud solutions and mobile use the highest attention is paid to data security.
\$VDSLRQHHURI%XLOGLQJ,QIRUPDWLRQ0RGHOLQJ%,0 1HPHWVFKHNDGKHUHVWRWKHSULQFLSOHRI2SHQ%,0DVWKH basis for cooperation, independently of which software a user has chosen. All brands that address the AEC sector contribute to the Open BIM approach with their solutions. Together with partners, and also as part of the global buildingSMART initiative, Nemetschek is intensively committed to the continued development and imple-PHQWDWLRQRIWKHDSSURSULDWHVWDQGDUGVLQSDUWLFXODURIWKH,QGXVWU)RXQGDWLRQ&ODVVHV,)& ,)&LVDPDQXIDFturer-independent and freely-available data exchange format that has proved particularly powerful for the exchange of 3D building-oriented planning data in the construction industry – regardless of which software the project partners use. The brand companies are constantly working on improving, testing and certifying their interfaces for the seamless exchange with other Open BIM solutions. Furthermore, the brand companies are working on the development of collaborative additional functions – for example, in order to follow which project participant received, read and possibly amended or approved which detailed information when.
In the Design segment the three major CAD brands Allplan, Graphisoft and Vectorworks once again presented LQQRYDWLYHUHOHDVHVDVLVUHƅHFWHGQRWOHDVWLQWKHLUVWURQJRUJDQLFJURZWK)RUDOOWKUHHEUDQGVZLWKWKHLUVROXtions Allplan 2017, Archicad 20 and Vectorworks 2017WKHIRFXVZDVRQWKHRSWLPL]DWLRQRI%,0ZRUNƅRZ ZLWKWKHJRDORIHIƄFLHQWPXOWLORFDWLRQDOFROODERUDWLRQZLWKIDVWGDWDWUDQVIHULQGHSHQGHQWRIPDQXIDFWXUHUDQG reduced information losses in the exchange of project data.
7KHRWKHUEUDQGVDOVRSXEOLVKHGWKHLUUHOHDVHVDVZHOODVQXPHURXVQHZIHDWXUHVWKHVHLQFOXGH6FLDZLWKLWV ƅDJVKLSVROXWLRQScia Engineer for structural analysis and drafting. The current version 16 offers improvements LQTXDOLW\DQGHDVHRIXVH)ULOR6RIWZDUHRIIHUVDFRQWLQXDOGHYHORSPHQWRIWKHPRUHWKDQVWUXFWXUDOFRQVWUXF-WLRQSURJUDPVPHDQZKLOH3UHFDVW6RIWZDUHKDVDJDLQƄQHWXQHGWKHPlanbar solution to customer requirements. With its solution DDS-CAD 12, Data Design System offers the user a fast overview of all project data. With dRofus 1.9, dRofus facilitates a comprehensive document management and BIM-based exchange of building data.
In the Build segment, with its eponymous software Nevaris offers numerous business and technical functions. Depending on the activity concerned and customer wishes, the three core modules Nevaris iceBIM, Nevaris Build and Nevaris Finance can either be combined with each other or deployed separately, and in 2016 they were further adapted to customer wishes. Bluebeam presented the new version of its platform %OXHEHDP}5HYX. The powerful PDF processing, commenting and collation functions were combined with new functions to improve the digital handling of project documentation, reporting and navigation. Design Data performed numerous additions and automations in its SDS/2 Release for 2016.
In the Manage segment, Crem Solutions developed further its modularly conceived iX-Haus solution.
In the Media & Entertainment VHJPHQW0D[RQPHWZLWKVXFFHVVZLWKLWVODXQFKRI5HOHDVHRIWKHLQGXVWU\ solution Cinema 4D. It is characterized by numerous optimizations in the areas of Modeling, Rendering and \$QLPDWLRQDVZHOODVHYHQJUHDWHUVWDELOLW\RIWKHZRUNƅRZV
In developing new products and continuing the development of trusted solutions, mostly internal group resources were utilized and third-party services were used only to a limited extent.
,Q WKH ƄVFDO \HDU WKH1HPHWVFKHN *URXS LQYHVWHG (85} PLOOLRQSUHYLRXV \HDU (85}PLOOLRQ LQ UHVHDUFKDQGGHYHORSPHQW7KLVFRUUHVSRQGVWRDERXWSUHYLRXV\HDU RIWKHJURXSUHYHQXH\$VLQSUHvious years, development performances were not capitalized in the consolidated balance sheet.
An underlying prerequisite for long-term success is adherence to sustainable economic principles. Sustainability means preparing the company to be secure in the future and creating conditions for a successful future. As a world leader in software, the Nemetschek Group is keen to assume its social and ecological responsibilities. +HUHWKHIRFXVLVRQWKUHHDVSHFWVWKHHQYLURQPHQWZRUNIRUFHDQGVRFLHW\DWODUJH
The Nemetschek Group continually seeks to link innovation and commercial success with the highest quality H[SHFWDWLRQVDQGFRQVHUYDWLYHWUHDWPHQWRIUHVRXUFHVDQGWKHHQYLURQPHQW7KHEXLOGLQJVHFWRUSOD\VDVLJQLƄcant role in the discussion about global climate change. Meanwhile, in Europe, it is obligatory to provide an HQHUJ\FHUWLƄFDWHZKHQOHWWLQJRUVHOOLQJDEXLOGLQJ\$Q\H[WUDFRVWVIRUHQHUJ\HIƄFLHQWGHVLJQDQGEXLOGLQJKDYH usually been amortized within a few years. Against this background the pressure on the designers has grown. Today, developers expect more than a good design – they want to know what effects the planned building will have on energy consumption and they place value on using environmentally acceptable materials. It is not "only" the aesthetic and functional requirements of a building that must be implemented, it is even more important to KDUPRQL]HWKHVHIDFWRUVZLWKDSRVLWLYHHFRORJLFDODVVHVVPHQWRIDEXLOGLQJ(QHUJ\HIƄFLHQF\IUHHGRPIURP FRQWDPLQDWLRQDQGUHF\FODELOLW\RIWKHEXLOGLQJPDWHULDOVSOD\DVLJQLƄFDQWUROHLQWKHSODQQLQJSURFHVV
7KHVRIWZDUHVROXWLRQVRIWKH1HPHWVFKHN*URXSFDWHUIRUVXVWDLQDELOLW\SURPRWLQJHIƄFLHQWDQGHQYLURQPHQWDOly resilient construction. The solution portfolio of Nemetschek supports architects and engineers in designing HQHUJ\HIƄFLHQW EXLOGLQJV DQG LQPLQLPL]LQJ WKH FRQVXPSWLRQ RIUDZPDWHULDOV \$OPRVW DOO EUDQGV XQGHU WKH umbrella of the Nemetschek Group have appropriate solutions in their portfolio.
For example, Archicad from Graphisoft has an integrated solution, the EcoDesigner STAR, for determining the HQHUJ\SURƄOHRIDEXLOGLQJ7KLVHQDEOHVDUFKLWHFWVWRFRQGXFWDUHOLDEOHDQGG\QDPLFHYDOXDWLRQRIWKHHQHUJ\ requirement of the building model to optimize the energy behavior of their design draft. It is also possible to GRFXPHQWWKHQHFHVVDU\HYLGHQFHIRUWKHHQHUJ\FHUWLƄFDWH:LWK\$OOSODQLWLVSRVVLEOHWRXQGHUWDNHHQHUJ\DQG HFRORJLFDODSSUDLVDOVRIEXLOGLQJVZLWKWKHRSWLRQDOPRGXOH(QHUJ\&HUWLƄFDWH:LWKWKHWRRO(QHUJRVZKLFKLV integrated into the CAD software Vectorworks, the energy consumption of any project can be monitored at the WRXFKRIDEXWWRQDQ\WLPHGXULQJSODQQLQJLHIURPƄUVWGUDIWWKURXJKWRH[HFXWLRQSODQV,WLVDOVRSRVVLEOHWR export the energy data for further analysis. A further subject is the trend to just-in-time deployment of precision concrete parts. Consequently, there is a reduction in the consumption of materials and transport to the building site. Here the solution Planbar from Precast Software comes into its own. Planbar enables the comprehensive planning of the relevant processes in the prefabrication plants – through to the logistics at the building site. Solibri in Norway offers the Solibri Model Checker to increase quality in the entire planning and building process, to lower costs and reduce time needed. The software also helps the environment since, right from the beginning of the planning process, and later in the building process itself, the necessary material quantities can be calculated exactly using the tool Information Takeoff.
The trend to sustainable construction can be observed worldwide. In the USA, for example, the demand for HQYLURQPHQWDOO\DFFHSWDEOHEXLOGLQJPHWKRGVLVLQFUHDVLQJHVSHFLDOO\LQSXEOLFDUHDV*UHHQ%XLOGLQJ,QLWLDWLYHV}t WKDWLVSURMHFWVLQZKLFKKLJKHUGHPDQGVDUHPDGHRIWKHVXVWDLQDELOLW\DQGHQHUJ\HIƄFLHQF\RIWKHEXLOGLQJV}t KDYHLQFUHDVLQJO\FDXJKWWKHDWWHQWLRQRIWRZQSODQQHUVFRYHULQJFXUUHQWO\RIWKHHQWLUHEXLOGLQJDUHDRIWKH United States. Current market developments show that between 2015 and 2023 about USD 960 billion were LQYHVWHGLQWKH86\$LQPHDVXUHVWRLQFUHDVHHQHUJ\HIƄFLHQF\IRUH[LVWLQJEXLOGLQJV
&KDQJHVWRWKHIUDPHZRUN FRQGLWLRQVVXFKDVJUHDWHUHFRQRPLFJURZWKRULQWHUQDWLRQDOFOLPDWHWUHDWLHVPLJKWERRVWWKLVƄJXUHHYHQIXUWKHU
Internally in the Nemetschek Group, too, environmental considerations have high priority. For example, almost all brand companies use telephone and video conferencing to keep business trips to a minimum. Furthermore, innovative training methods such as e-learning, for example for compliance services or for language courses, DQGOHDUQLQJYLGHRVDUHXVHGLQVWHDGRISULQWHGPDQXDOVDQGRSHUDWLQJLQVWUXFWLRQVWKLVDSSURDFKOHDGVWRD VLJQLƄFDQWUHGXFWLRQLQSDSHUFRQVXPSWLRQ6WHSE\VWHSGRZQORDGVIURPWKHLQWHUQHWDUHUHSODFLQJWKHVKLSment of DVDs.
\$KLJKGHJUHHRIPRWLYDWLRQDQGLGHQWLƄFDWLRQRILWVHPSOR\HHVLVDFRUHHOHPHQWIRUWKHJOREDOVXFFHVVRIWKH Nemetschek Group. The company promotes this by creating attractive working conditions and a positive working environment.
The brand companies are keen to enable their employees to reconcile work and family. This is supported not OHDVWE\ƅH[LEOHZRUNLQJWLPHUXOHV7KHH[DFWVWUXFWXUHYDULHVDQGLVDOVRGHSHQGHQWRQORFDOUHJXODWLRQV7KH same applies for the scope of part-time work and parental leave.
Optimal working conditions also involve a comprehensive further education program with internal and external WUDLQLQJ7KHFKRLFHRIWUDLQLQJHYHQWVUDQJHVIURPVSHFLƄFWHFKQLFDOWUDLQLQJWRIRUHLJQODQJXDJHDQG,7FRXUVHV through to management training and seminars. There is also an offer of various sports facilities. The success of WKHVHPHDVXUHV LV UHƅHFWHG LQ WKH KLJK QXPEHU RI VSHFXODWLYH DSSOLFDWLRQV VXEPLWWHG WR WKH GLIIHUHQW EUDQG FRPSDQLHVDQGDOVRGLUHFWO\WR1HPHWVFKHN}6(
Inevitably, on account of the company's international orientation, corporate compliance also features high on the agenda. The Nemetschek Group insists on the integrity of employees in their dealings with stakeholders and on good relations with one another within the Nemetschek Group. To this end, a Code of Conduct has been developed for all those employed in the Nemetschek Group. The principles, which are also stated on the Nemetschek Group website under the heading "Companies", are conveyed to employees through special training courses.
Nemetschek has its roots in the university environment, where its software has been present for decades. The brand companies provide free software licenses and online training material to students and university teachers as part of their "Campus programs". This currently applies to many markets beyond the core ones in Europe and above all the USA. Nemetschek regularly supports university programs by staging student competitions for the next generation of architects and engineers.
In addition, there is close cooperation with universities and colleges. For example, Nemetschek is a partner to the Leonhard-Obermeyer-Center of the Technical University Munich, thereby promoting the next generation of DUFKLWHFWVDQGHQJLQHHUV6LPXOWDQHRXVO\1HPHWVFKHNHQVXUHVDKLJKDIƄQLW\RISRWHQWLDOFXVWRPHUVIRULWVRZQ software solutions.
Management personnel of the group also hold teaching posts at various colleges of further education in Germany. For this, each brand has its own emphasis. The Coach Program of Allplan has already trained and counseled PRUHWKDQƄIW\VWXGHQWV,QWKHVHFRDFKHVSDVVHGRQWKHLUNQRZOHGJHWRPRUHWKDQVWXGHQWV,Q the US subsidiary Vectorworks again awarded a scholarship for which the students of all architectural and design institutions worldwide submit their best work and can win prizes worth USD 10,000 in total.
Graphisoft offers Archicad training through various channels, whether in the context of free workshops for beginners and advanced students or for lecturers that are performed each semester at numerous universities and technical colleges.
The US subsidiary Bluebeam Software organizes free webinars and offers favorable student licenses so that students can learn how to use Bluebeam Revu at an early stage. By supporting students and universities in competitions of the AEC industry, Bluebeam Software helps them gain practical experience in the real world of work.
Scia is running a user competition for engineers for the tenth time. In December 2016, a new international user competition was initiated under the title "The Art of Structural Design". In March 2017, a jury will begin the process of choosing the most outstanding among the submissions of civil engineering projects that have a connec-WLRQWR6FLDDQGWKHUHZLOOEHDZDUGVIRUWKRVHWKDWH[FHOLQWHUPVRIRULJLQDOLW\GLIƄFXOW\RUSUHVWLJH2QHHVVHQ-WLDODVSHFWLVWKHXVHRI%XLOGLQJ,QIRUPDWLRQ0RGHOLQJ%,0 DVDQLQWHJUDWHGSODQQLQJPHWKRG2QDFFRXQWRI its extensive commitment, the Nemetschek Group has enjoyed a very good reputation among universities and educational establishments since the inception of the company.
| Solutions: |
|---|
| Allplan Architecture |
| Allplan Engineering |
| Allplan Allfa |
| ELP |
The comprehensive solution portfolio covers all of the stages in the life cycle of a building:
For the design stage, Allplan Architecture and Allplan Engineering are two powerful BIM design tools available to architects and engineers.
In the build stage, a process management platform by Sablono, a 100% subsidiary of Allplan, ensures precise performance tracking and project documentation.
In the manage phase, Allplan Allfa is the ideal tool for sustainable, browser-based facility management.
:LWKELP\$OOSODQRIIHUVD%,0SODWIRUP for system-independent collaboration in BIM projects across all disciplines.
Allplan is a leading European provider of open solutions for Building Information 0RGHOLQJ%,0
| Segments: | Design, Build, Manage |
|---|---|
| Company size: | 357 employees |
| Locations: | Munich, Bratislava, Madrid, Paris, Prague, Salzburg, Trient, Zurich etc. |
| Website: | www.allplan.com |
Reference Project No. 4:
General planner: Gähler & Partner
With a length of 57 kilometers, it is the longest tunnel in the world. The Gotthard Base Tunnel was inaugurated in June 2016 and is considered to be the connecting point between northern and southern Europe.
In 2016 growth in the global economy was generally subdued. However, the recovery in the industrialized countries continued. The United States, the Eurozone and Great Britain each reported moderate growth. The referen-GXP LQ WKH8QLWHG.LQJGRPZLWK WKH XQH[SHFWHG YRWHIRU%UH[LW LQ -XQH OHGEULHƅ\ WR YRODWLOLW\ RQ WKH ƄQDQFLDOPDUNHWVEXWWKHUHZHUHQRPDMRUUHSHUFXVVLRQVRQWKHHFRQRP\,QWKHHPHUJLQJFRXQWULHVDIWHUUHFHQW falls in growth rates, the outlook improved. The transformation of the Chinese economy and the connected turbulence at the beginning of 2016 did not have any substantial effect on the overall positive trend, either.
In its current appraisal, the German Council of Economic Experts has forecast a growth in the global gross domestic SURGXFW*'3 RILQSUHYLRXV\HDU
For a third year in a row the economy in the Eurozone grew in 2016. Hence the recovery continued and the output of WKHFRXQWULHVXVLQJWKHHXURUHWXUQHGWRDQGH[FHHGHGWKHOHYHOVHQMR\HGEHIRUHWKHƄQDQFLDOFULVLV7KHXSWXUQ was mainly due to internal demand. It must be borne in mind that the member states diverge greatly in output and growth. Another consideration is that, according to the German Council of Economic Experts, the impetus was largely attributable to the expansionary monetary policy of the European Central Bank. Whereas the gross domestic product of the Eurozone in 2015 grew by 2.0%, this is thought to have fallen back to 1.6% in 2016.
The labor market in the USA was in good shape, which favored high private consumption. This was in contrast to the stagnation of exports, which can be explained by the considerable revaluation of the dollar. There was a decline in expenditure on the construction of residential property. All in all, this led to a weakening of growth. Whereas GDP climbed 2.6% in 2015, it is expected to have risen just 1.5% in 2016.
7KH-DSDQHVHHFRQRP\H[SHULHQFHGDVXEGXHGXSWXUQPDLQO\RQWKHVWUHQJWKRILQFUHDVHGFRQVXPHUVSHQGLQJ 2XWSXWFRQWLQXHVWREHVWURQJO\GHWHUPLQHGE\WKHH[SDQVLRQDU\PRQHWDU\DQGƄVFDOSROLF\$VDUHVXOWRIWKHUHYDOX-DWLRQRIWKH<HQVLQFHWKHPLGGOHRIWKHIRUHLJQGHPDQGLQZDVORZHU2YHUDOOWKHH[SHFWDWLRQIRUWKH\HDU XQGHUUHYLHZLVWKDWWKHUHZDVDVOLJKWLQFUHDVHLQRXWSXWRISUHYLRXV\HDU
The somewhat moderate growth compared to earlier years continued in 2016. There was, though, generally a wide-ranging stabilization of the situation of the emerging countries. This was helped by the strengthening of the Chinese economy, which grew solidly notwithstanding some turbulence at the start of the year. The end of the recession was expected in Russia and in South America. The GDP in the emerging countries is predicted to have EHHQLQSUHYLRXV\HDU
The European construction industry did not live up to the high expectations that the sector experts of Euroconstruct had for 2016. Instead of an expected rise in construction volume of 2.0% and a continuation of the recovery, there were again some dampeners for the sector. Declines were expected for the eastern European countries and for Portugal. As a result of the referendum outcome for the United Kingdom, too, there was an assumption of a slight decline in the construction activity. This was in contrast to high growth forecasts for the 6FDQGLQDYLDQFRXQWULHVVXFKDV6ZHGHQ )LQODQG DQG1RUZD\ 7KHPDMRUHFRQRPLHV of Germany, France, Spain and Italy recorded moderate growth that, as in the previous year, was displayed mainly by the residential building sector.
After four years of strong growth the US construction industry was noticeably weaker in the reporting year. Nonetheless, the sector experts Dodge Data & Analytics assume that the upturn will continue, albeit at a slower pace. The growth was sustained to a considerable degree by the high-rise sector with growth rates in the mid one-digit percentage range. Infrastructure, too, is seen as gaining in importance. After a decline in 2015, expen-GLWXUHRQLQIUDVWUXFWXUHZDVKLJKHULQWKHƄUVWKDOIRIE\VXSSRUWHGE\WKHVRFDOOHG)\$67\$FWZKLFK LVDQH[HFXWLYHRUGHURIWKH86JRYHUQPHQWIURPWKHHQGRIIRUDƄQDQFLDOSDFNDJHRI86'ELOOLRQIRU the transport sector in the period extending to 2020.
,QWKHFRQVWUXFWLRQLQGXVWU\LQ%UD]LOFRQWLQXHGLQDGLIƄFXOWSKDVH)ROORZLQJWKHGRZQWXUQLQWKH sector experts of Sinduscon-SP again forecast a decline in market volume. The one positive factor is that a slight increase in building activity is forecast as from 2017. Because there has long been under-investment the infrastructure sector offers growth opportunities in the medium term. In September 2016, the Brazilian government passed the Projeto Crescer, which consists of several concession projects for infrastructure, including airports, motorways and ports.
'HVSLWHDVXEGXHGHFRQRP\DQGIDOOLQJSRSXODWLRQWKHFRQVWUXFWLRQVHFWRULQ-DSDQSOD\VDQLPSRUWDQWUROH contributing about 10% of gross domestic product. About one third of this is the infrastructure of the public VHFWRU\$IWHUVXEGXHGGHYHORSPHQWLQSUHYLRXV\HDUV WKHVHFWRULVQRZORRNLQJDKHDGZLWKFRQƄGHQFH7KH situation in private residential construction recovered somewhat and here, as for private commercial construction, a moderate growth is expected for the year 2016. In total, the Ministry of Land, Infrastructure and Transport 0/,7 H[SHFWVDQLQFUHDVHLQFRQVWUXFWLRQRXWSXWRIIRUWKHƄVFDO\HDU
The performance indicators of the construction sector presented above represent only some of many indicators for the development of the Nemetschek Group markets. In digitalization the expenditure for IT and Software in the construction industry plays an important role. The average expenditure on IT for industry as a whole is about RIUHYHQXH+HQFHZLWKDYHUDJH,7H[SHQGLWXUHRIRIUHYHQXHWKHFRPSDQLHVLQWKHFRQVWUXFWLRQWUDGH have considerable catching up to do. For example, IT expenditure in the building sector from 2015 to 2025 is predicted to grow by an average of 19% a year. This is currently recognized not only by planners and construction companies, and is demonstrated not only by surveys and studies, but is apparent much more by the LQFUHDVHGGHSOR\PHQWRIGLJLWDOPHWKRGVLQWKHRIƄFHDQGRQWKHEXLOGLQJVLWH
In terms of digitalization, the construction industry in Germany remains far behind other sectors such as telecommunications and the automotive industry. The digital transformation in the construction industry will be largely governed by the work method BIM 5D. The creation of a digital – i.e., virtual – building model that is afterwards realized on site, with the model subsequently serving as documentation and the basis for the operating phase, is often already a reality today, and this modeling is set to become an essential part of everyday working in construction.
The deployment of BIM is widespread in the USA and Singapore but also far advanced in Scandinavia, the Netherlands and the United Kingdom. Scandinavia and the United Kingdom have taken a decisive step towards universal establishment of BIM with the entry into law of the BIM Level 2 mandate in April 2016, which prescribes WKHDSSOLFDWLRQRI%,0/HYHODVPDQGDWRU\IRUSXEOLFSURMHFWV6LQFHWKHUHKDVEHHQDQ(8GLUHFWLYHUHFommending the use of computer-aided methods such as BIM for the awarding of public building projects and invitations to tender. In order to press ahead with this directive, at the beginning of 2016 the EU BIM Task Group was set up, assembling representatives of the biggest public commissioning authorities for building projects in the EU member states. The aim is to unite the national initiatives in a common and coordinated European approach.
In Germany, the application of BIM is being advanced by the multi-phased plan "Digital Design, Building and 2SHUDWLRQr,QRUGHUWRGHƄQHWKHQHFHVVDU\TXDOLW\VWDQGDUGVH[SHULHQFHLVEHLQJJDWKHUHGLQ%,0SLORWSURMHFWV XQGHU WKHZLQJVRI WKH)HGHUDO0LQLVWU\IRU7UDQVSRUWDQG'LJLWDO,QIUDVWUXFWXUH%09, DQGFRPSHWHQFLHVDUH being put together. Following a preparatory phase lasting until 2017 and a pilot phase, starting in 2020, BIM is to be deployed for all new projects in the public sector.
Worldwide the foundations are being laid for BIM 5D to establish itself strongly in the coming years and to develop as the basis for optimizing the planning, execution and management of buildings in the construction process. Thus, the potential and opportunities for software solution providers are excellent.
,QWKH1HPHWVFKHN*URXSFRQWLQXHGWRJURZDQGLWDJDLQDFKLHYHGUHFRUGƄJXUHVLQUHYHQXHDQGUHVXOWV The positive corporate development went hand in hand with the expansion of the Nemetschek Group's worldwide presence, the further development of the solutions portfolio and the acquisition of the Design Data Corporation. The factors driving the good business development were investments in new employees, the comprehensive and innovative portfolio of the Nemetschek Group and the focus on digitalization and the strong demand for technology such as Open BIM and collaboration.
Effective August 1, 2016, the Nemetschek Group took over 100% of the shares in Design Data Corporation, which is domiciled in Lincoln/Nebraska, USA. Design Data is a leading supplier of software solutions for detailed planning in steel construction using BIM. The BIM platform of Design Data is an innovative and complete solution that covers the entire work routine in steel construction from structural construction calculations through the detailed planning to manufacture and execution. The premium solution of Design Data offers the highest degree of automation and intelligence in the 3D steel detailing.
&XVWRPHUVLQFOXGHHQJLQHHULQJRIƄFHVVWHHOFRQVWUXFWLRQƄUPVEXLOGLQJFRPSDQLHVDQGGHWDLOSODQQHUV:LWK DERXWXVHUV'HVLJQ'DWDKDVDPDUNHWVKDUHLQ1RUWK\$PHULFDRIDERXW%HFDXVHRILWVVWURQJFXVtomer relationship to construction companies, Design Data has been allocated to the Build segment.
:LWKWKHWDNHRYHUWKH1HPHWVFKHN*URXSƄOOHGDJDSLQLWV\$(&SRUWIROLRDQGH[SDQGHGLWVFRPSHWHQFHZLWK software solutions for steel structures. Nemetschek is now able to model the complete work routine in structur-DOSODQQLQJIURPWKHSODQQLQJDQGFDOFXODWLRQVWDJHZLWKWKH6FLDEUDQG WKURXJKH[HFXWLRQSODQQLQJDQGPDQ-XIDFWXUH'HVLJQ'DWD WKURXJKWRWKHLQVSHFWLRQRIWKHSODQV%OXHEHDP :LWKWKHVWHHOFRQVWUXFWLRQVROXWLRQWKH existing competence of Nemetschek in concrete construction has been expanded. As a solution supplier for VWHHODQGFRQFUHWHWKH1HPHWVFKHN*URXSKDVƄOOHGDJDSLQLWVFRPSHWHQFLHVDVDPXOWLPDWHULDOVXSSOLHUDQG can exploit its growth potential in the BIM market even better.
At the same time, the Nemetschek Group is also expanding its international presence, since Data Design gen-HUDWHVDERXWRIWKHUHYHQXHLQ1RUWK\$PHULFD
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In order to expand its market position and in order to satisfy diverse customer demands, the Nemetschek Group relies on cooperation and on the collaboration with partners from the sector who, themselves, offer leading solutions in specialist areas. There are partnerships both within the group among the brand companies and between brand companies and external partners.
The brand Solibri entered into an internal cooperation with Allplan und Graphisoft at the end of 2016. Allplan and Solibri concluded a comprehensive cooperation contract on the joint marketing of the Solibri software in Germany and France. The cooperation contract between Graphisoft and Solibri comprises the joint marketing of the Solibri Model Checker in Germany and Austria. Through the cooperation with Allplan and Graphisoft, Solibri obtains the possibility of increasing its distribution activities.
Furthermore, the brand companies agree cooperation with external partners. The German Production Resource *URXS35* ZLOO WRJHWKHUZLWK WKHGHYHORSPHQW WHDPRI9HFWRUZRUNVGHYHORS WRROVDQGREMHFWOLEUDULHVIRU Vectorworks Spotlight, the leading CAD-Software. In addition, it is intended that the work routines, which are of JUHDWHVWVLJQLƄFDQFHIRUWKHHYHQWVLQGXVWU\ZLOOEHLPSURYHG
Graphisoft agreed a strategic partnership with D. Vision Architecture and Minnucci Associati, Italy's leading BIM service provider. The aim of the program is the dissemination of BIM and of the Open BIM standards. The creation of national standards and guidelines for BIM in Italy, based on the Software solutions of Graphisoft and the VHUYLFHVRI%,0)\$&725<DQG0LQQXFFL\$VVRFLDWLLVLQWHQGHGWRSURPRWHWKHHVWDEOLVKPHQWDQGVWDQGDUGL]D-WLRQRI%,0ZRUNƅRZVDQGFROODERUDWLRQLQWKHEXLOGLQJSURFHVV
,Q6HSWHPEHU\$OOSODQDQG%,0REMHFWGRPLFLOHGLQ6ZHGHQ DQQRXQFHGDSDUWQHUVKLS%,0REMHFWEHLQJWKH ZRUOGOHDGLQJSODWIRUPIRUPDQXIDFWXUHUVSHFLƄF%,0FRQWHQW7KLVHQDEOHV%,0REMHFWVZLWKGHWDLOHGPDWHULDO DQGSURGXFWVSHFLƄFDWLRQ WREHLQWHJUDWHGGLUHFWO\LQ WKHLU%,0ZRUNƅRZV9HFWRUZRUNVKDVFRRSHUDWHGZLWK BIMobject since 2015.
,Q\$XJXVW'DWD'HVLJQ6\VWHP''6 HQWHUHGDSDUWQHUVKLSZLWK7(/(127(/(&7521,&*PE+LQRUGHU to enhance security features in CAD planning of building technology. With this, the partners reacted to the sharp climb in demand for security systems and smart home control functions in private, industrial and public areas.
In September, Maxon announced a comprehensive agreement which is to run for a number of years with NVIDIA, one of the biggest developers of graphics processors. The cooperation is targeted at scaleable and intuitive, physically-based rendering solutions for 3D artists and designers and enables Maxon the access to NVIDIA rendering technologies.
7KH1HPHWVFKHN*URXSFDQORRNEDFNRQDYHU\VXFFHVVIXOƄQDQFLDO\HDUZKLFKDJDLQVDZRUJDQLFJURZWKDQG acquisitions.
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DEVELOPMENT OF REVENUE, GROWTH OF REVENUE (ORGANICALLY AND INCLUDING AQUISITIONS)
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2QDFFRXQWRIWKHVWURQJEXVLQHVVLQWKHƄUVWQLQHPRQWKVRIDWWKHEHJLQQLQJRI2FWREHUWKH1HPHWVFKHN *URXSLQFUHDVHGLWVUHYHQXHVIRUHFDVWWRDFRUULGRUEHWZHHQ(85}DQGPLOOLRQKDYLQJFRPPXQLFDWHGD UDQJHIURP(85}WRPLOOLRQLQ0DUFK7KLVUHSUHVHQWHGDSODQQHGUHYHQXHJURZWKRYHUWKHSUHYLRXV \HDU(85}PLOOLRQ RIWRSUHYLRXVO\WR :LWK(85}PLOOLRQ1HPHWVFKHN was able to almost reach the lower end of the range of its most recent revenues forecast.
Both software licenses and recurrent revenues contributed to the sharp growth in 2016. Income from software OLFHQVHVFOLPEHGWR(85}PLOOLRQSUHYLRXV\HDU(85}PLOOLRQ 7KHEUDQGVWKDWFRQWULEXWHG most to this welcome development were Bluebeam, Graphisoft, Allplan, Data Design System, and Nevaris. The VKDUHRIVRIWZDUHOLFHQVHVLQWRWDOUHYHQXHZDVSUHYLRXV\HDU
7KHUHFXUUHQWUHYHQXHVIURPVRIWZDUHVHUYLFHFRQWUDFWVDQGUHQWDOPRGHOVLQFUHDVHGE\WR(85} PLOOLRQSUHYLRXV\HDU(85}PLOOLRQ \$FFRUGLQJO\WKHLUSURSRUWLRQRIWRWDOUHYHQXHVURVHVOLJKWO\WR SUHYLRXV\HDU
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REVENUES BY TYPE IN %
The Nemetschek Group has sixty locations and distributes its software globally. In recent years the Nemetschek *URXSKDVFRQVWDQWO\VWUHQJWKHQHGLWVPDUNHWSRVLWLRQRXWVLGHRILWVFRUHPDUNHWVLQWKH'\$&+*HUPDQVSHDN-LQJ UHJLRQDQGLVVWURQJHUDERYHDOOLQWKH86\$7RGD\1HPHWVFKHNVROXWLRQVDUHEHLQJVROGLQDOPRVWDOOZRUOG regions. The geographical extension of the group's business activities makes it possible to recognize additional regional growth opportunities while also leading to a better allocation of risks.
Apart from the DACH region, other European markets, including Scandinavia, Southern Europe and the United Kingdom, make up the focus of the Nemetschek Group in Europe. Outside of Europe, interest is directed at both 1RUWKDQG/DWLQ\$PHULFDDQG\$VLDHVSHFLDOO-DSDQDQG&KLQD
The Nemetschek Group was able to strengthen and expand its market position in 2016 in all the regions it focuses on. In its home market, Germany, growth was in double digits. Indeed, Germany continues to be the largest market with a share of revenue of about 32%. In Europe, the strongest growth was obtained in Scandinavia, not least because there the use of BIM is already widespread. The presence in Scandinavia was further strengthened at the end of 2015 by the acquisition of Solibri in Finland. The US subsidiary, Bluebeam, has had its Euro-SHDQRIƄFHLQ6ZHGHQVLQFHWKHPLGGOHRILQRUGHUWRGHDOZLWKWKH6FDQGLQDYLDQFRXQWULHVPRUHLQWHQVLYHly. In the south of Europe, which a couple of years ago was in the throes of the economic crisis, growth rates have rebounded. In total, the European markets outside of Germany contributed about 32% to the group's revenue.
In North America, the Nemetschek Group continued to grow strongly in the year under review with over 20%. Meanwhile, America contributes about 27% of revenue. Alongside strong organic growth driven mainly by the Bluebeam brand, Design Data, which was acquired in August, will contribute to a further extension of the market SRVLWLRQLQWKH86\$7KHEUDQGFRPSDQ\6FLDKDVDOVRHVWDEOLVKHGDQRIƄFHLQWKH86\$LQRUGHUWRSURFHVVWKLV market. After Graphisoft had strengthened its activities in the previous year, the subsidiary Vectorworks followed LQLWZLOODGGUHVVWKHPDUNHWLQ0H[LFRZLWKDQHZGLVWULEXWLRQSDUWQHU
7KH1HPHWVFKHN*URXSDFKLHYHGDVLPLODUJURZWKLQLQ\$VLDDQGHVSHFLDOO\LQ-DSDQ\$ERXWRIWKH group revenues were generated in Asia in the reporting year. Besides Precast Software Engineering with its branches in Singapore and Shanghai, Maxon has a branch in Singapore while Graphisoft, Vectorworks and Bluebeam are represented there through distribution partners.
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The DesignVHJPHQWUHFRUGHGDZHOFRPHJURZWKRILQDQGUHYHQXHVLQFUHDVHGWR(85}PLO-OLRQSUHYLRXV\HDU(85}PLOOLRQ \$IWHUHOLPLQDWLQJWKHFRPSDQ\ODVHULVEFDGZKLFKZDVVROGDWWKHHQG RIRUJDQLFJURZWKZDV7KHVWURQJHVWJURZWKLQWKLVVHJPHQWZDVUHFRUGHGE\UDSKLVRIWIROORZHG E\'DWD'HVLJQ6\VWHPDQG\$OOSODQ7KH'HVLJQVHJPHQWFRQWULEXWHGWRJURXSUHYHQXHVSUHYLRXV\HDU (%,7'\$URVHGLVSURSRUWLRQDWHO\PRUHWKDQUHYHQXHLQFUHDVLQJE\WR(85}PLOOLRQSUHYLRXV \HDU(85}PLOOLRQ 7KH(%,7'\$PDUJLQLPSURYHGIURPWR
The BuildVHJPHQWUHFRUGHGUHYHQXHJURZWKRIWR(85}PLOOLRQSUHYLRXV\HDU(85}PLOOLRQ 7KLV includes Solibri over the full twelve months, Solibri having been acquired at the end of 2015 with a contribution WRUHYHQXHVRI(85}PLOOLRQ,WDOVRLQFOXGHV'HVLJQ'DWDZKLFKZDVDFTXLUHGRQ\$XJXVWZLWKDUHY-HQXHFRQWULEXWLRQRI(85}PLOOLRQ2UJDQLFJURZWKWRRZDVKLJKDWVXSSRUWHGLQSDUWLFXODUE\WKH US brand Bluebeam Software. EBITDA grew noticeably, but remained below revenue growth due to capital H[SHQGLWXUH(%,7'\$URVHE\WR(85}PLOOLRQSUHYLRXV\HDU(85}PLOOLRQ 7KH(%,7'\$PDUJLQ FDPHWRSUHYLRXV\HDU 7KH%XLOGVHJPHQWFRQWULEXWHGRIWKHJURXSUHYHQXHLQWKHUHSRUWing year. On account of the acquisitions made in recent years, the Build segment has grown noticeably in relative terms as well.
Revenues in the ManageVHJPHQWURVHE\HDURQ\HDUWR(85}PLOOLRQSUHYLRXV\HDU(85}PLO-OLRQ (%,7'\$ZDVERRVWHGGLVSURSRUWLRQDWHO\UHODWLYHWRUHYHQXHVE\WR(85}PLOOLRQSUHYLRXV\HDU (85}PLOOLRQ 7KH(%,7'\$PDUJLQURVHWRSUHYLRXV\HDU
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| Growth ŬLQ |
Growth ŬLQ |
Growth ŬLQ |
Growth ŬLQ |
|||||
|---|---|---|---|---|---|---|---|---|
| In EUR million | Q1 | /)/ LQ | Q2 | /)/ LQ | Q3 | /)/ LQ | Q4 | /)/ LQ |
| Design | ||||||||
| Revenue | 51.4 | 11.6% |
55.4 | 15.8% |
55.5 | 12.2% |
58.6 | 5.8% |
| EBITDA** | 13.5 | 16.0% | 15.8 | 56.7% | 16.6 | 27.3% | 17.4 | 18.0% |
| EBITDA margin | 26.1% | – | 28.5% | – | 29.8% | – | 29.8% | – |
| Build | ||||||||
| Revenue | 19.5 | 41.2% |
20.8 | 41.0% |
21.6 | 45.3% |
25.5 | 53.6% |
| EBITDA** | 5.0 | 66.0% | 4.1 | 24.3% | 2.4 | 41.0% | 1.3 | – 47.1% |
| EBITDA margin | 25.6% | – | 19.8% | – | 11.3% | – | 5.0% | – |
| Manage | ||||||||
| Revenue | 1.5 | 13.0% | 1.7 | 27.9% | 1.7 | 17.4% | 2.1 | – 2.2% |
| EBITDA** | 0.2 | 57.2% | 0.4 | 117.6% | 0.4 | 15.4% | 0.6 | – 8.4% |
| EBITDA margin | 13.7% | – | 20.8% | – | 22.8% | – | 30.7% | – |
| Media & Entertainment | ||||||||
| Revenue | 5.2 | – 1.6% | 6.0 | 26.8% | 5.0 | 1.2% | 5.7 | 9.7% |
| EBITDA** | 2.3 | – 10.7% | 2.4 | 44.8% | 1.6 | – 7.3% | 2.0 | – 7.5% |
| EBITDA margin | 45.1% | – | 40.9% | – | 32.5% | – | 35.6% | – |
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** The EBITDA in the segments does not include the positive one-off effect of EUR 1.9 million in Q2/2016.
| In EUR million | FY 2016 | FY 2015 | *URZWKŬLQ | *URZWK/)/ ŬLQ |
|---|---|---|---|---|
| Design | ||||
| Revenue | 220.9 | 198.8 | 11.1% | 12.4% |
| EBITDA** | 63.2 | 49.5 | 27.9% | 29.0% |
| EBITDA margin | 28.6% | 24.9% | ||
| Build | ||||
| Revenue | 87.5 | 60.1 | 45.6% | 31.0% |
| EBITDA** | 12.8 | 10.4 | 22.7% | 15.8% |
| EBITDA margin | 14.7% | 17.4% | ||
| Manage | ||||
| Revenue | 7.1 | 6.3 | 12.0% | |
| EBITDA** | 1.6 | 1.3 | 19.4% | |
| EBITDA margin | 22.7% | 21.3% | ||
| Media & Entertainment | ||||
| Revenue | 21.8 | 20.1 | 8.7% | |
| EBITDA** | 8.4 | 8.2 | 2.2% | |
| EBITDA margin | 38.6% | 41.0% |
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** The EBITDA in the segments does not include the positive one-off effect of EUR 1.9 million in Q2/2016.
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| FY 2016 | FY 2015 | Change in % |
|---|---|---|
| 337.3 | 285.3 | |
| 175.8 | 150.4 | |
| 145.5 | 122.4 | |
| 88.0 | 69.5 | |
| 26.1% | 24.4% | |
| 86.1 | 69.5 | |
| 25.5% | 24.4% | |
| 69.7 | 52.7 | |
| 20.7% | 18.5% | |
| 46.9 | 35.9 | |
| 1.22 | 0.93 | |
| 55.1 | 42.8 | |
| 1.43 | 1.11 | |
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| In EUR million | FY 2016 | FY 2015 | Change in % |
|---|---|---|---|
| Cash and cash equivalents | 112.5 | 84.0 | |
| Goodwill | 177.2 | 143.8 | |
| Equity | 202.1 | 166.9 | |
| Balance sheet total | 454.7 | 370.8 | |
| Equity ratio in % | 44.4 | 45.0 |
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)ROORZLQJWKHG\QDPLFGHYHORSPHQWLQWKHƄUVWQLQHPRQWKVDWWKHEHJLQQLQJRI2FWREHUWKHH[HFXWLYHERDUG adjusted the forecasts for revenues and EBITDA upwards. The background was that organic growth had turned out to be greater than anticipated and that Design Data had joined the group effective August 1, 2016. The new IRUHFDVWVZHUHIRUUHYHQXHVEHWZHHQ(85}PLOOLRQDQG(85}PLOOLRQWR DQGDQ(%,7'\$ DGMXVWHGIRUWKHSRVLWLYHRQHRIIHIIHFWRIWKHVHFRQGTXDUWHURIEHWZHHQ(85}PLOOLRQDQG(85}PLOOLRQ
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| In EUR million | \$FWXDOƄQDQFLDO year 2015 |
Forecast 03/2016 | Forecast adjustment 10/2016* |
\$FWXDOƄQDQFLDO year 2016 |
|---|---|---|---|---|
| Revenue | 285.3 | 319–324 | 338–341 | 337.3 |
| EBITDA | 69.5 | 77–80 | 89–91** | 86.1** |
\$WWKHEHJLQQLQJRI2FWREHUWKHIRUHFDVWZDVDGMXVWHGXSZDUGVRQDFFRXQWRIWKHSRVLWLYHEXVLQHVVGHYHORSPHQWLQWKHƄUVWWKUHHTXDUWHUV
2.8 OVERALL PRESENTATION
** The EBITDA does not include the positive one-off effect of EUR 1.9 million in Q2/2016.
7KH1HPHWVFKHN*URXSORRNVEDFNRQDYHU\VXFFHVVIXOƄQDQFLDO\HDUWKDWZDVVKDSHGE\KLJKJURZWKDQG FRQVHTXHQWO\QHZ UHFRUGƄJXUHVIRU UHYHQXHDQGHDUQLQJV7KHIRUFHVGULYLQJJURZWKZHUHRUJDQLFSOXV WKH DFTXLVLWLRQVRI6ROLEULDWWKHHQGRI DQGRI'HVLJQ'DWDZKLFKZDVFRQVROLGDWHGHIIHFWLYH\$XJXVW Supported by the positive development, the group pressed ahead with its main strategic tasks, above all internationalization, the further development of the solutions portfolio and the canvassing of new customers. In parallel, Nemetschek created the basis for further growth with future-oriented investments. Despite the high LQYHVWPHQWV(%,7'\$URVHPRUHVKDUSO\WKDQUHYHQXHVDQGDQDOUHDG\KLJKSURƄWDELOLW\ZDVIXUWKHULQFUHDVHG
| Solutions: |
|---|
| NEVARIS iceBIM |
| NEVARIS Build |
| NEVARIS Finance |
NEVARIS is an end-to-end software for designers and construction companies. The solution for building technology, NEVARIS Build, covers tenders/awarding of contracts/invoicing, calculation, subcontractor management, building accounting and construction scheduling, among other things.
NEVARIS Finance is an accounting tool for the construction industry.
Target/actual comparisons are supported by means of the integrated solution from NEVARIS Build and Finance.
NEVARIS iceBIM is a complete, holistic 5D solution and enables in combination with CAD software the creation of an intelligent 3D build-LQJPRGHO%,0PRGHO 7KLVPDNHVLWSRVVLEOH WRDXWRPDWLFDOO\JHQHUDWHWHQGHUVSHFLƄFDWLRQV and incorporate them – together with the 3D model – in the calculation. NEVARIS thus FRYHUVWKHHQWLUHSURFHVVƅRZIURPWKH&\$' model to billing.
NEVARIS develops and distributes holistic structural engineering and construction business software for architects and construction FRPSDQLHVtIURPVPDOORIƄFHVWRODUJHFRUSRrate construction groups.
| Segment: | Design, Build |
|---|---|
| Company size: | 119 employees |
| Locations: | Achim, Berlin, Wals-Siezenheim |
| Website: | www.nevaris.com |
Reference Project No. 5:
Contractor: Georg Reisch
The Ravensburg Art Museum is the world's ƄUVWPXVHXPWREHFHUWLƄHGDVDSDVVLYHKRXVH construction. It has won the German Architecture Prize and the German Sustainability Award.
The corporate activity of the Nemetschek Group involves both opportunities and risks which are, above all, characterized by the diversity of the business. A risk management and control system is implemented for early detection, assessment and the correct management of opportunities and risks. The aim of the Nemetschek Group is to continually expand its national and international market position, to further develop its solutions and to adjust these to market and customer requirements. To this end, all opportunities should be used as best as possible, with a focus on an active response to market changes.
7KHPDQDJHPHQWRIRSSRUWXQLWLHVLVJRYHUQHGE\WKHOHLWPRWLIRIVXVWDLQDEOHDQGSURƄWDEOHJURZWKDQGDORQJ term increase in corporate value. The materialization of any risks is connected with this process. Risks must be recognized early and their severity assessed, and they need to be discussed and handled professionally, thereby ensuring the future success of the Nemetschek Group.
General responsibility for detecting risks at an early stage and dealing with them rests with the executive board. 7KHJHQHUDOPDQDJHUVRIWKHVXEVLGLDULHVDVZHOODVGHƄQHGULVNRZQHUVDQGWKHULVNPDQDJHUVRIWKHVXEVLGLDU-LHVDQGRI1HPHWVFKHN}6(VXSSRUWWKHH[HFXWLYHERDUGLQH[HUFLVLQJLWVIXQFWLRQV7KHVFRSHRIUHVSRQVLELOLW\RI the risk managers comprises the summary, measurement, assessment and reporting of risks and pertinent counter-measures. The risk owners are responsible for continually identifying, assessing and managing risks in their respective strategic and operational areas. The internal auditor is also a key player in the risk management system and, in the course of his or her activities, continually monitors the proper functioning and effectiveness of the processes.
To improve comparability, risks are assessed across the whole group based on uniform quantitative and qualitative criteria. As part of a risk inventory, the current risk status of the Nemetschek Group is subject to updates and is documented.
The risk management and internal control systems generally also cover the accounting processes as well as all risks and checks with regard to accounting. This relates to all parts of the risk management system and internal FRQWUROV\VWHPWKDWFRXOGKDYHDVLJQLƄFDQWLPSDFWRQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV7KHDLPRIULVN management with regard to the accounting processes is to identify and assess risks that could prevent the FRQVROLGDWHGƄQDQFLDOVWDWHPHQWVIURPFRPSO\LQJZLWKWKHDSSOLFDEOHUHJXODWLRQV\$Q\LPSDFWRILGHQWLƄHGULVNV RQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVPXVWEHPHDVXUHG7KHDLPRIWKHLQWHUQDOFRQWUROV\VWHPLVWRHVWDE-OLVKVXIƄFLHQWVHFXULW\WKURXJKWKHVHWXSRIFRQWUROVVRWKDWWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVFRPSO\ZLWK WKHUHOHYDQWUHJXODWLRQVGHVSLWHDQ\LGHQWLƄHGULVNV
%RWKWKHULVNPDQDJHPHQWV\VWHPDQGWKHLQWHUQDOFRQWUROV\VWHPFRYHU1HPHWVFKHN}6(DQGDOOVXEVLGLDULHV UHOHYDQWIRU WKH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWVZLWK DOOSURFHVVHV UHOHYDQWIRUSUHSDUDWLRQ RI WKH ƄQDQFLDO VWDWHPHQWV7KHFRQWUROVUHOHYDQWIRUDFFRXQWLQJSULPDULO\FRQFHUQWKHULVNRIDVLJQLƄFDQWPLVVWDWHPHQWLQWKH FRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
\$QHYDOXDWLRQRIWKHVLJQLƄFDQFHRIPLVVWDWHPHQWVLVEDVHGRQWKHSUREDELOLW\RIRFFXUUHQFHDQGWKHHIIHFWVRQ UHYHQXH(%,7'\$DQGWKHEDODQFHVKHHWWRWDO7KHFDSLWDOPDUNHWDQGWKHLQƅXHQFHRQWKHVKDUHSULFHDOVRSOD\ an important role.
6LJQLƄFDQWHOHPHQWVRIULVNFRQWUROOLQJDQGPDQDJHPHQWLQDFFRXQWLQJDUHWKHDVVLJQPHQWRIUHVSRQVLELOLWLHVDQG FRQWUROVGXULQJWKHSUHSDUDWLRQRIWKHƄQDQFLDOVWDWHPHQWVJURXSZLGHUHTXLUHPHQWVLQWKHIRUPRIJXLGHOLQHVRQ DFFRXQWLQJDQGWKHSUHSDUDWLRQRIWKHƄQDQFLDOVWDWHPHQWVDQGDSSURSULDWHUXOHVIRUDFFHVVLQJWKH,7V\VWHPV The principle of dual control and functional separation are also important control principles in the accounting process.
An evaluation of the effectiveness of internal controls with regard to accounting was an integral part of the checks the internal audit department performed in 2016. Four times a year, the supervisory board is informed DERXWVLJQLƄFDQWLGHQWLƄHGULVNVLQWKH1HPHWVFKHN*URXSDQGWKHHIƄFLHQF\RIWKHULVNPDQDJHPHQWV\VWHPDQG accounting-relevant internal control system.
The Nemetschek Group is faced with strategic risks of a medium to long-term nature. These are related to changes in environmental and market factors, competitive conditions, technological progress and management processes such as, for example, development and marketing, or organizational or leadership processes. There are also operating risks that tend to be of a more short-term nature, and that can arise from changes in the market environment, inadequate or erroneous internal processes, systems or external factors as well as human HUURU\$VDUHVXOWWKHHIƄFLHQF\RIWKHRUJDQL]DWLRQDQGWKHUHFRYHUDEOHYDOXHRIDVVHWVPLJKWEHLPSDLUHG
The Nemetschek Group's factors for success are based on its decades of experience in the development and PDUNHWLQJRIVRIWZDUHVROXWLRQVLQWKH\$(&VHFWRU\$UFKLWHFWXUH(QJLQHHULQJ&RQVWUXFWLRQ DQGLQWKH0HGLD (QWHUWDLQPHQWLQGXVWU\LWVZHOOTXDOLƄHGDQGKLJKO\PRWLYDWHGHPSOR\HHVDVZHOODVVWULQJHQWDQGHIƄFLHQWEXVLness processes. Opportunities for further development of the business base and for expansion of the portfolio DUHV\VWHPDWLFDOO\LGHQWLƄHGDQGH[SORLWHGZKHUHSRVVLEOH
7KH1HPHWVFKHN*URXSDQDO]HVDQGPHDVXUHVULVNVV\VWHPDWLFDOO\7KDWLVWKHULVNVDUHTXDQWLƄHGDQGFDWHgorized. In order to undertake appropriate measures for risk management, in particular any going concern risks, WKHULVNVLGHQWLƄHGDUHDVVHVVHGZLWKUHJDUGWRWKHLUHVWLPDWHGSUREDELOLW\RIRFFXUUHQFHRUPDWHULDOL]DWLRQDQG RQRFFXUUHQFHWKHH[SHFWHGVFDOHRIWKHLUHIIHFWRQWKHHDUQLQJVQHWDVVHWVDQGƄQDQFLDOSRVLWLRQWKHVKDUH SULFHDQG WKH UHSXWDWLRQRI WKH1HPHWVFKHN*URXS6XEVHTXHQWO\ WKH\DUHFODVVLƄHGDVqORZrqPHGLXPrRU "high".
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The order situation of customers can be affected by positive or negative developments in the construction sector and the general economic climate.
The Nemetschek Group is active in various markets, the economies of which might enter a recession or undergo DFULVLVGXHWRFXWVLQVWDWHVSHQGLQJQHZƄQDQFLDOODZVWROLPLWVSHQGLQJDQGGHEWKLJKXQHPSOR\PHQWRUGXH WRQDWXUDOGLVDVWHUVRUFRQƅLFWV7KHUHLVJHQHUDOO\WKHSRVVLELOLW\WKDWGXHWRUDSLGFKDQJHLQWKHHFRQRPLFVLWXation or state regulation in individual countries or in commercial communities, conditions may arise that threaten the existing business models or market opportunities of the subsidiaries. Such changes may in turn also nega-WLYHO\DIIHFWWKHVDOHVWKHƄQDQFLDOSRVLWLRQDQGHDUQLQJVVLWXDWLRQDQGWKHH[LVWLQJDVVHWVRIWKHFRPSDQ\
Nemetschek tracks the development of the important economies and their construction industries using generally available early warning indicators and an analysis of its own marketing situation. Thanks to its international sales orientation, the company is able to spread its risks. In particular, the Nemetschek Group continuously observes those markets where it is most strongly present, i.e., Europe, North and Latin America, and Asia.
Economic or political changes can affect the business activities of the Nemetschek Group. The global econom-LFEDFNJURXQGKDVEHFRPHPRUHYRODWLOHLQUHFHQW\HDUVDQGWKHUHIRUHWKHHFRQRPLFULVNVJUHDWHU7KHFRQƅLFW LQ6\ULDLQWHQVLƄHGLQ WKH FRXUVHRI DQG FRXOGLPSHULO WKH VWDELOLW\RI WKH HFRQRPLF UHJLRQVZRUOGZLGH Closely linked with this is the refugee crisis and its effects on the economic situation in the European Union and other regions of the world. In addition, in some countries of the European Union there are nationalist tendencies, for instance in France, Hungary and Poland, and there is the upcoming exit of the United Kingdom from the EU. In the light of the policies of the new US president, European companies in the USA may face higher uncertainty regarding the future business conditions there. A further point is the slowdown in economic growth in the BRIC countries, which might have adverse effects on other economic regions.
,WFDQQRWEHUXOHGRXWWKDWWKHHFRQRPLFFRQGLWLRQVLQFHQWUDOPDUNHWVPD\KDYHDODVWLQJQHJDWLYHLQƅXHQFHRQ WKHEXVLQHVVDFWLYLWLHVƄQDQFLDOSRVLWLRQDQGUHVXOWVRIRSHUDWLRQVRIWKH1HPHWVFKHN*URXS+RZHYHUWKHIXUther advancement of internationalization of the Nemetschek Group offers the advantage of a greater spread of risk.
7KHPDLQRSSRUWXQLWLHVDQGULVNVZKLFKFRXOGOHDGWRDVLJQLƄFDQWFKDQJHWRWKH1HPHWVFKHN*URXSpVHFRQRPic situation, lie in the market and industry environments.
7KH\$(&PDUNHW LV FKDUDFWHUL]HG E\ KLJKVSHHG LQQRYDWLRQ 7KH VLJQLƄFDQFH RI LQIRUPDWLRQ WHFKQRORJ\ DQG digitalization is growing constantly. Therefore, there is still a great and increasing growth potential in our target PDUNHWV7KH1HPHWVFKHN*URXSKDVDOHDGLQJFRPSHWLWLYHSRVLWLRQDQGLVDEOHWRUHDFWTXLFNO\DQGƅH[LEO\GXH to its structure with strong and independent companies, and it is therefore able to realize additional revenue potential. Conversely, a fall in demand might negatively impact the earnings situation at short notice due to a delay in reducing costs.
However, revenue from Nemetschek Group solutions is distributed geographically across many countries. No individual customers account for a major share of revenues and, thus, there is no cluster risk. Moreover, the customers of the Nemetschek Group are characterized by a high degree of loyalty. The Nemetschek Group is WKHUHIRUHYHU\GLYHUVLƄHGLQWHUPVRIUHJLRQDOVSUHDGDQGLQWHUPVRILWVFXVWRPHUVWUXFWXUH&RQVHTXHQWO\WKH ULVNVGHVFULEHGKDYHQRW\HWKDGDQ\VLJQLƄFDQWLPSDFWRQWKHHDUQLQJVVLWXDWLRQRIWKH1HPHWVFKHN*URXS\$V a leading player in the AEC sector, and in view of its size and competence, Nemetschek has good prospects of H[WHQGLQJLWVPDUNHWVKDUHIXUWKHUDQGSURƄWLQJIURPWHFKQRORJLFDOWUHQGV
7KHRUGHUVLWXDWLRQDQGƄQDQFLDOVWUHQJWKRI WKHFRQVWUXFWLRQLQGXVWU\DQGLWVSOD\HUVLQƅXHQFH WKHLQGXVWU\pV investments in software, and, in turn, the development of the group's business.
The fundamental willingness of private and institutional builders to invest also plays an important role in future development. The general conditions of the economies in which Nemetschek is active might therefore permanently impair the purchasing power of our target groups.
In addition, pessimism about further economic development could provoke a decline in investment.
7KH1HPHWVFKHN*URXSWUDFNVVXFKWUHQGVE\UHJXODUO\DQDO]LQJWKHVLJQLƄFDQWHDUO\LQGLFDWRUV\$GGLWLRQDOO\ there is a particular focus on growth opportunities in the emerging countries which Nemetschek would also like to exploit steadily, as well as a focus on the demand for innovative solutions.
5LVNVDUHGLYHUVLƄHGDW1HPHWVFKHNDGGLWLRQDOO\WKURXJKLQYROYHPHQWLQPDUNHWVLQGLIIHUHQWFRXQWULHVZKLFKDUH generally also characterized by different economic and competition risks. The risk is spread by a broad customer base and the varied product portfolio. The high proportion of repeat maintenance income also helps keep risk to a minimum. Risk of default, namely the risk of contractual parties failing to pay, is managed by means of credit approvals, limits, monitoring procedures and regular debt reminder routines.
The Nemetschek Group is active in a very competitive and technologically fast-moving market. Apart from Nemetschek, there are not many large vendors active in the global AEC market. Risks may arise as a result of the pace of technological change, competitors' innovations or the appearance of new players in the market.
Nemetschek, however, considers these risks to be manageable. The company invests substantially in research DQGGHYHORSPHQWLQRUGHUWRIXUWKHUGHYHORSWKHVROXWLRQVSRUWIROLRDQGWREULQJRXWLQQRYDWLRQV\$ERXWRI the total group revenue is re-invested annually in research and development. The Nemetschek Group sees itself as a supplier of competence that is prepared to go to considerable lengths to accommodate the needs of its customers. With its segments Design, Build, Manage and Media & Entertainment the Nemetschek Group covers the entire life cycle of buildings. In addition, the Media & Entertainment segment, which is substantially independent of any one sector, has made good progress over the last few years. Nemetschek is therefore exposed to lower risks than other market participants.
Nonetheless, there remains a risk that competitors may offer software solutions with less functionality but at substantially lower prices in order to win over existing customers from the Nemetschek Group. In order to count-HUWKLVULVNWKHVXEVLGLDULHVZRUNFRQWLQXDOO\RQIXOƄOOLQJLQGLYLGXDOFXVWRPHUZLVKHVRIIHULQJLQQRYDWLYHVROXWLRQV and on comprehensive service and support.
With regard to the current market situation the board assesses the probability of economic risks arising from LQVWDELOLW\WREHqPHGLXPr7KHH[WHQWLVDOVRFODVVLƄHGDVqPHGLXPr7KHSUREDELOLW\RIULVNVPDWHULDOL]LQJIURP the competitive environment is assessed as "medium", whereas the severity of impact should they occur is assessed as "low". For all risks described here the executive board does not currently see anything which would LPSDFWRQWKHƄQDQFLDOHFRQRPLFDQGHDUQLQJVVLWXDWLRQ
| Risk category | Probability of materialization | Severity |
|---|---|---|
| Economic risks | medium | medium |
| Industry sector risks | very low | very low |
| Risks from the competitive environment | medium | low |
5LVNVFDQDOVRUHVXOWIURPFRUSRUDWHGHFLVLRQVZKLFKFKDQJHWKHRSSRUWXQLW\DQGULVNSURƄOHVLQWKHVKRUWPHGLum or long term.
Customer demand for products, solutions and services remains subject to constant change. Measures taken for SURGXFWGHYHORSPHQWH[SDQVLRQRIEXVLQHVVƄHOGVRUPDUNHWLQJPLJKWQRWPHHWZLWKVXFFHVV7KH ULVNDOVR exists that the corporate decisions and the allocation of resources for the permanent securing of the company might be inadequate and the substance of the company jeopardized.
In order to control these risks there is close cooperation between the development and marketing of products and solutions and the requirements of the markets, and of our target groups. The competitive situation is regularly analyzed regarding technology, market participants and business models. Furthermore, the brand companies cultivate close dialogue on various sector forums dealing with the development of the AEC and the Media & Entertainment segments with allies, analysts and key customers.
The varying sales models of the group are based on the approach of technically reliable sales partners, re-sellers DQGZHOOTXDOLƄHGHPSOR\HHVZLWKH[SHUWLVH7KHVHFRQWULEXWHWRWKHRSWLPDOSURFHVVLQJRIWKHFXVWRPHUVHJ-PHQWV DQG WR HQVXULQJ KLJK FXVWRPHU VDWLVIDFWLRQ WKH\ JXDUDQWHH WKH VXVWDLQDELOLW\ RI HDUQLQJV 7KH EUDQG companies work the various markets with different sales and business models. As a result of the partially high complexity of the solutions, marketing them is very demanding. Knowledge of the technologies and products is subject to constant change due to fast technical progress.
Any loss of sales partners or of sales personnel may adversely affect the revenue and earnings of the Nemetschek Group. The brand companies counter this risk through careful selection, training and control of their distribution partners and of their sales personnel. The sales employees are paid performance-related premiums or commis-VLRQLQDGGLWLRQWRWKHLUƄ[HGUHPXQHUDWLRQ
6DOHVULVNVZRXOGDOVRDULVHLIWKHVXEVLGLDULHVGHFLGHGWRHVWDEOLVKWKHLURZQVHOOLQJWHDPRURZQVDOHVRIƄFHVLQ UHJLRQVZKHUHDVDOHVSDUWQHUZDVDOUHDG\HVWDEOLVKHG,QFRQQHFWLRQZLWKFKDQJHRYHUVFRQƅLFWVPLJKWDULVH with the former distribution partner or there might be adverse customer reactions.
The Nemetschek Group generates its revenues mainly from the sale of software licenses and income from maintenance contracts with its customers. In addition to these two forms, there is a trend towards software as a VHUYLFH 6DD6 DQG UHQWDOPRGHOV LH VXEVFULSWLRQ 6RPH RIRXU VRIWZDUHIRU H[DPSOH 1HYDULV LV DOUHDG\ offered as SaaS, or in the case of Bluebeam as a rental model, although the volumes involved are still very low. Large software houses have already converted their models from the classical desktop use to SaaS and subscription. This changeover is being accelerated in the USA in particular. There is a risk that the market might move faster in this direction than Nemetschek assumes.
There is a basic risk that the innovative advantage achieved by the Nemetschek Group might be lost through innovations from competitors as well as through failure to acknowledge and adapt, at all or in time, to changing customer requirements and technological advances. Thus, future business success depends above all on the ability to offer innovative products which are tailored to the different needs of customers. Nemetschek counters this risk by generally offering annual release cycles for its software products. This is also an opportunity to win additional market shares thanks to the extensive product range tailored to local customer requirements. Nemetschek has, additionally, the ability to react to changes quickly through its fourteen autonomous brand companies. Only by constantly optimizing the product range can the advance on competitors be increased, or at the very last be maintained. As a result of its close proximity to customers and its innovative solutions, the 1HPHWVFKHN*URXSVHHVDJRRGFKDQFHRIIXWXUHSURƄWDEOHJURZWK
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The technology of third parties is partly included in the software products of the brand companies. Where this is lost or there is a lack of quality in technology, this can lead to delays in own software supply, as well as to increased expenses for the procurement of replacement technology or for quality improvement. The brand companies account for this risk through careful selection of suppliers and appropriate quality assurance.
To a limited extent Nemetschek generates revenues as part of project contracts with customers in various coun-WULHV7KLVNLQGRIEXVLQHVVKDVDGLIIHUHQWSURƄOH WR WKHFODVVLFDOVRIWZDUHOLFHQVHEXVLQHVVVLQFHLQRUGHU WR render its services Nemetschek must have some recourse to external personnel with key expertise. In some cases Nemetschek must have recourse to the support of the customer for project realization and exact custom-HUGRFXPHQWDWLRQLQRUGHUWRSURYLGHWKHVHUYLFHV\VWHPVVSHFLƄFDWLRQ
It is possible that, if the performances rendered were inadequate, compensation for damages would be claimed IURPWKHEUDQGFRPSDQLHV)RUH[DPSOHDVDFRQVHTXHQFHRIGLYHUJHQWFRXQWU\VSHFLƄFOHJDOUHTXLUHPHQWV Nemetschek might not fully meet contractual conditions. To avoid such risks Nemetschek has issued guidelines on the awarding of contracts which prescribe a legal and commercial examination of such projects.
The Nemetschek Group examines and uses the opportunities of digitalization on a continual basis. However, the risk exists that the technologies used are no longer "state of the art". This could relate to both existing and future products. The product portfolio strategy currently pursued with Open BIM and 5D solutions, the provision of rental models and cloud services, and catering for mobile end devices should help the company to develop new markets and to secure its market position.
Should the expected market demand for Open BIM and 5D solutions be weaker than expected, or should completely different technologies assert themselves, under some circumstances earnings might no longer cover the investments made.
Nemetschek bears this risk by continually evaluating technology and by regularly updating market estimates, as well as focusing the product portfolio strategy on current market conditions. Overall, Nemetschek is convinced that new business opportunities will arise from the trend to Open BIM and 5D.
Risks arise if technologies such as rental models or the cloud are demanded sooner than expected and the matching solutions do not yet have the level of maturity expected by the customer. Nemetschek meets this risk through rapid alignment and by intensifying its development activities.
The core processes of software development, marketing and organization in the Nemetschek Group are subject to continuous checks and improvements by management. The performance and goal orientation of these processes is put to the test and optimized during strategic and operational planning. Nevertheless, fundamental risks might still exist that, due to inadequate availability of resources or changes in underlying conditions, the required and planned process results might not meet customer requirements in terms of timing and quality.
Further risk potential exists in the restructuring of the product lines. Thus, the migration to a new solution of a product which has been on the market for a long time can bring with it the risk of losing customers even if the migration takes place within the group. In such cases the Nemetschek Group makes sure that the communication between the brands is strengthened and comprehensive marketing demonstrates to customers the advantages of migration.
5HFUXLWLQJDQGSHUPDQHQWO\UHWDLQLQJKLJKO\TXDOLƄHGHPSOR\HHVLVDNH\IDFWRUIRUWKHHQWLUHVRIWZDUHVHFWRUDQG WKHUHIRUHDOVRIRUWKH1HPHWVFKHN*URXS,IPDQDJHUVRURWKHUTXDOLƄHGHPSOR\HHVZHUHWROHDYHWKH1HPHWVFKHN Group and suitable replacements could not be found, this would adversely affect business development. This is HVSHFLDOO\VLJQLƄFDQWLILWLQYROYHVWKHORVVRIVSHFLDOLVWNQRZOHGJH7RSUHYHQWWKLVULVNWKH1HPHWVFKHN*URXS offers attractive working conditions and continually improves the processes in its knowledge management. The general skills shortage in Germany presents a challenge to the Nemetschek Group. In order to win young employees, the Nemetschek Group works very closely together with universities, awards scholarships and grants doctorate jobs.
&RPSDQ\DFTXLVLWLRQVDUHDQHVVHQWLDOFRPSRQHQWRIDFRUSRUDWHVWUDWHJ\DLPHGDWORQJWHUPSURƄWDEOHJURZWK The Nemetschek Group will, therefore, continue to strengthen and expand its own market position through acquisitions. In order to make the most of these opportunities, the internal staff of the market research & development unit of the Nemetschek Group survey the markets continually in search of suitable candidates while also working with M&A consultants in order to identify possible acquisitions. Furthermore, the brands contribute their knowledge and market observations to a professional M&A process. Acquisitions are carefully and systematically checked before contracts are signed. A standardized process has been established for M&A with an emphasis on due diligence and post-merger integration.
,QORRNLQJIRUDSSURSULDWHFRPSDQLHVWRDFTXLUH1HPHWVFKHNƄQGVLWVHOIFRPSHWLQJZLWKRWKHUFRUSRUDWLRQV7KH structure of the Nemetschek Group with its independent brands represents a considerable advantage in the tender process. Experience shows that company founders prefer belonging to a strong international group, but still wish to preserve their identity and far-reaching independence. This structure offers considerable opportunities for the acquisition of attractive companies. Simultaneously, there is the entrepreneurial risk that the entity acquired fails to develop commercially as expected and that the revenue and earnings goals pursued via its acquisition are missed. After the acquisition the companies are rapidly integrated in the reporting, controlling and risk management system of the Nemetschek Group.
*RRGZLOOLVVXEMHFWWRDQDQQXDOLPSDLUPHQWWHVW7KHUHZDVQRQHHGWRUHFRUGLPSDLUPHQWLQWKHƄQDQFLDO\HDU 2016. However, future impairment cannot be excluded.
In view of the current market situation, the executive board considers the probability and extent of sales, marketing, product, project and technology risks to be "low". With respect to all risks described above, nothing is VHHQWKDWZRXOGEHH[SHFWHGWRLPSDFWRQWKHƄQDQFLDOHFRQRPLFDQGHDUQLQJVVLWXDWLRQ
| Risk category | Probability of materialization | Severity |
|---|---|---|
| Corporate strategy | very low | very low |
| Sales risks | low | low |
| Marketing risks | low | low |
| Product risks | low | low |
| Project risks | low | low |
| Technology risks | low | low |
| Process risks | very low | very low |
| Employees | very low | very low |
| Acquisition and integration risks | very low | very low |
With its branches worldwide the Nemetschek Group is subject to local tax laws and regulations. Changes to WKHVHUHJXODWLRQVFRXOGOHDGWRDKLJKWD[H[SHQVHDQGWRFRUUHVSRQGLQJFDVKRXWƅRZV)XUWKHUPRUHFKDQJHV would have an impact on the deferred tax assets and liabilities. However, changes in tax regulations might otherwise have a positive effect on the results of operations of the Nemetschek Group.
7KHUHJXODWRU\HQYLURQPHQWRI1HPHWVFKHN}6(OLVWHGLQWKH*HUPDQ7HF'\$;LVFRPSOH[DQGKDVDKLJKFRQcentration of regulations. Any potential infringement of regulations can have a negative effect on the net assets, ƄQDQFLDOVLWXDWLRQDQGUHVXOWVRIRSHUDWLRQVWKHVKDUHSULFHRUWKHUHSXWDWLRQRIWKHFRPSDQ\
A small number of the customers of the Nemetschek Group are governments or publicly owned companies. %XVLQHVVLQWKHHQJLQHHULQJƄHOGLVLQSDUWFKDUDFWHUL]HGE\RUGHUVRIKLJKYROXPH7KHRFFXUUHQFHRItRULQGHHG merely allegations of – corruption might hinder participation in public tendering and have adverse effects on IXUWKHUHFRQRPLFDFWLYLW\RQQHWDVVHWVWKHƄQDQFLDOSRVLWLRQDQGUHVXOWVRIRSHUDWLRQVRQWKHVKDUHSULFHRURQ the company's good name. Considering this, Nemetschek has instituted an anti-corruption program alongside the Code of Conduct for all employees. Compliance and corporate responsibility have always been important components of the corporate culture at the Nemetschek Group. In order to communicate the issue sustainably and group-wide, a modern training tool is used. The learning objective is that employees can recognize and correctly react to potentially critical situations.
In the software sector, developments are increasingly protected by patents. The patent activities mainly relate to the American market, whereby protection of software by patents is also steadily increasing in other markets. An LQIULQJHPHQWRISDWHQWVPLJKWKDYHDQHJDWLYHHIIHFWRQWKHQHWDVVHWVƄQDQFLDOVLWXDWLRQDQGUHVXOWVRIRSHUDtions, the share price or the reputation of the company.
The Nemetschek Group works in distribution not only with its own sales force but also with external dealers and several cooperation partners. In the case of the external sales forces, the risk is naturally that the distribution DJUHHPHQWVPLJKWEHVXEMHFWWRLPSURSHULQƅXHQFHZLWKWKHFRQVHTXHQWSRWHQWLDORIORVVRIQHZEXVLQHVVDQG the erosion of the existing customer base. Distribution partners might not renew their contracts with Nemetschek or might wish to do so only under conditions that are not acceptable. Distribution agreements might be terminated, something that could give rise to litigation and so adversely affect the group's business activity, the ƄQDQFLDODQGHDUQLQJVSRVLWLRQRUWKHFDVKƅRZ
With regard to the current market situation the executive board assesses the probability of tax and legal risks materializing as "medium". The extent of tax risks is assessed as "medium" and the extent of legal risks as "low". For all other risks described above the executive board sees nothing which would impact on the net assets, ƄQDQFLDOVLWXDWLRQRUUHVXOWVRIRSHUDWLRQV
| Risk category | Probability of materialization | Severity |
|---|---|---|
| Tax risks | medium | medium |
| Compliance and governance risks | very low | very low |
| Legal risks | medium | low |
:KHUHWKHUHDUHKLJKƄQDQFLDOOLDELOLWLHVWKHUHLVDOLTXLGLW\ULVNVKRXOGWKHHDUQLQJVVLWXDWLRQRIWKHJURXSGHWHUL-RUDWH&XUUHQWO\WKH1HPHWVFKHN*URXSKDVEDQNOLDELOLWLHVRIDERXW(85}PLOOLRQ+RZHYHUWKHJURXSJHQHU-DWHVSURQRXQFHGSRVLWLYHFDVKƅRZVZKLFKDOORZLQYHVWPHQWLQRUJDQLFJURZWKDVZHOODVDFTXLVLWLRQV7KH DYDLODELOLW\RIGHFHQWUDOL]HGIXQGVLVHQVXUHGE\1HPHWVFKHN}6(XVLQJDFHQWUDOL]HGFDVKSRROLQJV\VWHP7KH REMHFWLYHRIWKH1HPHWVFKHN*URXSZLWKUHJDUGWRƄQDQFLDOULVNPDQDJHPHQWLVWRPLWLJDWHWKHULVNVSUHVHQWHG below by the methods described. Nemetschek generally pursues a conservative, risk-averse strategy.
7KH1HPHWVFKHN*URXSLVH[SRVHGWRƅXFWXDWLRQVLQH[FKDQJHUDWHVLQLWVRSHUDWLQJEXVLQHVVHVSHFLDOO\LQWKH 8QLWHG6WDWHV-DSDQWKH8QLWHG.LQJGRP1RUZD\6ZHGHQ+XQJDU\DQG6ZLW]HUODQG7KHFRPSDQ\pVVWUDWHJ\ is to eliminate or reduce these risks by entering into hedging transactions. The currency risks of the group occur due to the fact that the group operates and has production sites and sales establishments in different countries worldwide. All hedging measures are centrally agreed and coordinated with Group Treasury. Exchange rate ƅXFWXDWLRQVRQO\KDYH D OLPLWHG HIIHFW DWJURXS OHYHOEHFDXVH WKHRSHUDWLQJ VXEVLGLDULHVRXWVLGHRI WKH(XUR region record revenue as well as cost of materials, personnel expenses and other expenses predominantly in WKHLUORFDOFXUUHQFLHV1RQHWKHOHVVFXUUHQF\ƅXFWXDWLRQVLQRQHRIWKHVHFRXQWULHVPD\OHDGWRFRQVHTXHQFHV IRUWKH1HPHWVFKHN*URXSHVSHFLDOO\RQVDOHVDQGSULFLQJZKLFKLQWXUQPLJKWLQƅXHQFHWKHUHYHQXHDQGHDUQings of individual brands.
The brand companies enter into different types of forward exchange contracts, if required, in order to manage WKHLUIRUHLJQH[FKDQJHULVNUHVXOWLQJIURPFDVKƅRZVIURPDQWLFLSDWHGEXVLQHVVDFWLYLWLHVDQGƄQDQFLQJDUUDQJH-PHQWVLQIRUHLJQFXUUHQFLHV
Risks of default are controlled by the handling of credit approvals, the setting of upper limits and control processes as well as by regular reminder cycles.
The group's business partners are deemed to be highly creditworthy and it is not expected that any will fail to PHHWWKHLUREOLJDWLRQV7KH1HPHWVFKHN*URXSKDVQRVLJQLƄFDQWFRQFHQWUDWLRQRIFUHGLWULVNVZLWKDQ\VLQJOH FXVWRPHURUVSHFLƄFFXVWRPHUJURXS)URPWRGD\pVSHUVSHFWLYHWKHPD[LPXPFUHGLWULVNFDQEHGHULYHGIURP the amounts shown in the balance sheet.
The Nemetschek Group only does business with creditworthy third parties. All customers that wish to perform PDWHULDOWUDGHZLWKWKHFRPSDQ\RQFUHGLWWHUPVDUHVXEMHFWWRFUHGLWYHULƄFDWLRQSURFHGXUHVLIPDWHULDOLW\FULWHULD are exceeded. In addition, receivables balances are monitored on an ongoing basis with the result that the com-SDQ\pVH[SRVXUHWRGHIDXOWULVNVLVQRWVLJQLƄFDQW,IULVNVRIGHIDXOWDUHLGHQWLƄHGDSSURSULDWHDFFRXQWLQJSUHcautions will be taken.
:LWKLQWKHJURXSWKHUHLVFXUUHQWO\QRPDWHULDOFRQFHQWUDWLRQRIGHIDXOWULVNV:LWKUHVSHFWWRWKHRWKHUƄQDQFLDO assets of the group, which comprise cash and cash equivalents, the group's maximum exposure to credit risk, arising from default of the counter-party, is equal to the carrying amount of these instruments.
\$VDUHVXOWRIWKHFXUUHQWƄQDQFLQJVWUXFWXUHRIWKH1HPHWVFKHN*URXSWKHUHLVQRPDWHULDOLQWHUHVWULVNLQWKH opinion of management.
In view of the present market situation, the executive board considers the probability of materialization of currency risks to be "high" and the default risks to be "medium", but the severity on materialization for both to be qORZr)RUDOORWKHUULVNVGHVFULEHGQRWKLQJLVFXUUHQWO\VHHQWKDWZRXOGLPSDFWRQWKHQHWDVVHWVƄQDQFLDORU results of operations.
| Risk category | Probability of materialization | Severity |
|---|---|---|
| Currency risks | high | low |
| Default risk and risk management | medium | low |
| Interest risk | very low | very low |
7KHH[HFXWLYHERDUGRI1HPHWVFKHN}6(LVFRQYLQFHGWKDWQRQHRIWKHULVNVLGHQWLƄHGDERYHZKHWKHULQGLYLGXDOO\ or in aggregate, threaten Nemetschek as a going concern, and that the group will continue to successfully master challenges and opportunities. Compared to the previous year there were no material changes in the RYHUDOO ULVNSRVLWLRQRU WKH VSHFLƄF ULVNVGHVFULEHG0DQDJHPHQWLV FRQYLQFHG WKDW WKH ULVNV DUHOLPLWHG DQG PDQDJHDEOH7KHƄQDQFLDOEDVLVRI WKHFRPSDQ\LVVROLG7KHHTXLW\UDWLRRILVJRRGDQG WKHOLTXLGLW\ situation comfortable.
The executive board sees opportunities in a stronger market penetration of the solutions portfolio and the addressing of further vertical markets in the value-added chain of the AEC industry. Nemetschek's chances of expanding its market position as the leading supplier of integrated software solutions for the whole life cycle of buildings result from further internationalization, as well as from the systematic exploitation of the potential within existing markets, supported by the consistent implementation of new technologies. The Nemetschek Group will use the opportunities for further development of the company without losing sight of the associated risks and the need to counter potential risks.
SDS/2
The BIM platform SDS/2 is a complete solution FRYHULQJWKHHQWLUHVWHHOGHOLYHU\ZRUNƅRZ
SDS/2 software products provide automatic detailing, engineering information, fabrication data and more, reducing the time required to design, detail, fabricate and erect steel.
'HVLJQ'DWDpVƅDJVKLSSURGXFW6'6'HWDLOing, offers the highest level of automation and intelligence available in any 3D steel detailing package.
Design Data is a leading provider of BIM software solutions for the structural steel detailing industry.
| Segment: | Design |
|---|---|
| Company size: | 61 employees |
| Location: | Lincoln |
| Website: | www.sds2.com |
FRIB )DFLOLW\IRU5DUH ,VRWRSH%HDPV USA
Steel constructor: Douglas Steel Fabricating Corporation
7KLVVTXDUHIRRWVFLHQWLƄFXVHU IDFLOLW\IRUWKH2IƄFHRI1XFOHDU3K\VLFVLQ WKH86'HSDUWPHQWRI(QHUJ\2IƄFHRI Science will be completed in 2017.
DECLARATION OF CONFORMITY IN ACCORDANCE WITH § 161 AKTG
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Our aim is for Nemetschek to be perceived worldwide as a responsible enterprise with high ethical and legal standards.
The common basis for our actions is the culture of the Nemetschek Group. It is mirrored in fair and respectful dealings with colleagues and third parties and is characterized by a willingness to perform, open communication, seriousness, trustworthiness and conservation of natural resources.
We have summarized these principles in the Code of Conduct of the Nemetschek Group. This Code is a binding guide for all employees of the Nemetschek Group, whatever their function or standing in the group. Only contin-XDOUHƅHFWLRQRQRXUYDOXHVDQGWKHLULQWHJUDWLRQLQDOORXUDFWLRQUHSUHVHQWVDFRPPLWPHQWWRWKHFXOWXUHRIRXU company and ensures long-term our entrepreneurial success. The Code of Conduct is available on the company website.
On matters of the company control and management, reference is also made to chapter 1.2 of this management report.
The make-up of the executive board can be seen on the website. The executive board has not formed any committees. The manner of working of the executive board is governed by the standing orders for the executive board. The distribution of duties within the executive board can be inferred from a business distribution plan.
The composition of the supervisory board is governed by the corporate statutes which are available on our internet page, as is the present membership of the supervisory board. The supervisory board consists of three members only and for this reason no committees have been formed. The working method of the supervisory board is governed by standing orders.
With regard to the working methods of the executive and supervisory board, we refer to the Corporate Governance report of the company report and to the report of the supervisory board.
3XUVXDQWWR \$NW*WKHVXSHUYLVRU\ERDUGVKDOOUHJXODUO\VSHFLI\WDUJHWƄJXUHVIRUWKHSURSRUWLRQRIZRP-HQLQWKHVXSHUYLVRU\DQGH[HFXWLYHERDUGV3XUVXDQWWR \$NW*WKHH[HFXWLYHERDUGVKDOOVSHFLI\WDUJHW ƄJXUHVIRUWKHSURSRUWLRQRIZRPHQDWWKHWZRPDQDJHPHQWOHYHOVGLUHFWO\MXQLRUWRWKHH[HFXWLYHERDUG
7KHVXSHUYLVRU\ERDUGVHWWKHWDUJHWƄJXUHIRUWKHSURSRUWLRQRIZRPHQLQWKHVXSHUYLVRU\DQGLQWKHH[HFXWLYH board in the period extending until December 31, 2016, at 0% since what is important in the composition of the supervisory and the executive boards is the experience, ability and knowledge of the individual members. The proportion of women in the supervisory board and in the executive board is currently 0%.
For the period extending to December 31, 2016, the executive board had set a target of at least 20% women in WKHƄUVWPDQDJHPHQWOHYHOEHORZERDUGOHYHO\$W1HPHWVFKHN}6(WKHUHLVRQO\RQHPDQDJHPHQWOHYHOEHORZWKH H[HFXWLYHERDUG7KLVPDQDJHPHQWOHYHOLVFXUUHQWO\FRQVWLWXWHGE\ƄYHVHQLRUHPSOR\HHVZLWKWKHWLWOHq'LUHFtor". They are, individually, the Directors for Finance, for Controlling, for Investor Relations & Corporate Communications, for Corporate Audit & Compliance, and for Market Research & Development. These positions are held E\IRXUPHQDQGRQHZRPDQ+HQFHWKHSURSRUWLRQRIZRPHQLQWKHƄUVWPDQDJHPHQWOHYHOLVDWSUHVHQW
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)RUWKHSHULRGH[WHQGLQJWR'HFHPEHUWKHVXSHUYLVRU\ERDUGVSHFLƄHGRQ0DUFKWKDWWKH targets for the proportion of women in the supervisory and in the executive board is again 0%. Nonetheless, in the event of a vacancy arising in the supervisory or the executive board, the supervisory board will of course also FRQVLGHUFDQGLGDWHVZKRDUHIHPDOH2Q0DUFKWKHH[HFXWLYHERDUGVSHFLƄHGIRUWKHSHULRGH[WHQGLQJ XQWLO'HFHPEHUWKHWDUJHWIRUWKHSURSRUWLRQRIZRPHQDWWKHPDQDJHPHQWOHYHOEHORZWKHH[HFXWLYH board unchanged at 20%.
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5(675,&7,2165(/\$7,1*727+(927,1*5,*+762575\$16)(5\$%,/,7<2)6+\$5(6 There are no restrictions relating to the voting rights or transferability of shares.
,19(670(176,1&\$3,7\$/(;&((',1*2)927,1*5,*+76 'LUHFWDQGLQGLUHFWLQYHVWPHQWVLQVXEVFULEHGFDSLWDOVKDUHKROGHUVWUXFWXUH ZKLFKH[FHHG}RIWKHYRWLQJ ULJKWVDUHSUHVHQWHGLQWKHQRWHVWRWKHƄQDQFLDOVWDWHPHQWVRULQWKHQRWHVWRWKHFRQVROLGDWHGƄQDQFLDOVWDWH-PHQWVRI1HPHWVFKHN}6(
6+\$5(6:,7+63(&,\$/5,*+76*5\$17,1*&21752/ There are no shares with special rights granting control.
7<3(2)927,1*5,*+7&21752/6:+(1(03/2<((6+2/',17(5(676,1&\$3,7\$/ AND DO NOT EXERCISE THEIR CONTROL RIGHTS DIRECTLY: There are no voting right controls on employees with shareholdings.
7KHDSSRLQWPHQWDQGGLVPLVVDORIH[HFXWLYHERDUGPHPEHUVLVJRYHUQHGE\DQGRIWKH*HUPDQ6WRFN &RUSRUDWLRQ\$FWDERXWRIWKHVWDWXWHVRI1HPHWVFKHN}6(7KHVHVWLSXODWHWKDWH[HFXWLYHERDUGPHPEHUV VKDOOEHDSSRLQWHGE\WKHVXSHUYLVRU\ERDUGIRUDPD[LPXPRIƄYH\HDUV5HDSSRLQWPHQWRUSURORQJDWLRQRIWKH WHUPRIRIƄFHLVDOORZHGIRUDWHUPRIXSWRƄYH\HDUVHDFKWLPH
\$Q\DPHQGPHQWWRWKHVWDWXWHVLVVXEMHFWWRRIWKH6WRFN&RUSRUDWLRQ\$FWLQFRQQHFWLRQZLWKDQG RIWKHVWDWXWHVRI1HPHWVFKHN}6(7KHVHVWDWHWKDWWKHDQQXDOJHQHUDOPHHWLQJVKDOOGHFLGHRQDPHQGPHQWV to the statutes by a two-thirds majority of votes cast or, if at least half of the nominal capital is represented, by a simple majority of the votes cast. Where the law prescribes for a majority of the nominal capital represented to pass a resolution at the annual general meeting, the simple majority of the nominal capital represented when the UHVROXWLRQLVSDVVHGLVVXIƄFLHQWZKHUHOHJDOO\SHUPLWWHG8QGHURI WKHVWDWXWHVRI1HPHWVFKHN}6( WKH supervisory board is authorized to resolve changes where these affect only the wording of the statutes.
\$FFRUGLQJWR 1R\$NW*WKHFRPSDQ\UHTXLUHVDVSHFLDODXWKRUL]DWLRQE\WKHDQQXDOJHQHUDOPHHWLQJWR acquire and trade its treasury shares, to the extent not expressly permitted by law. An authorization resolution was presented to the annual general meeting on May 20, 2015, and passed accordingly by the shareholders.
In accordance with the resolution on agenda item 7 of the annual general meeting of May 20, 2015, the authori- ]DWLRQLVYDOLGDVIROORZV
q7KHFRPSDQ\LVDXWKRUL]HGWRSXUFKDVHXSWRWUHDVXU\VKDUHVE\0D\RQRQHRUPRUH than one occasion, i.e., 10% of the nominal capital, in full or in part, complying with the following conditions. At no time may the shares acquired on the basis of this authorization, together with other shares of the company WKDWWKHFRPSDQ\KDVDOUHDG\SXUFKDVHGDQGVWLOOKROGVRUZKLFKDUHDWWULEXWDEOHWRLWLQDFFRUGDQFHZLWKD HWVHT\$NW*6WRFN&RUSRUDWLRQ\$FW FRQVWLWXWHPRUHWKDQRILWVVKDUHFDSLWDO7KHDXWKRUL]DWLRQPD\QRW be used for the purpose of trading treasury shares.
This authorization replaces the authorization adopted by the annual general meeting of Nemetschek Aktienge-VHOOVFKDIWRQ0D\DVDJHQGDLWHP}FRQFHUQLQJWKHDFTXLVLWLRQRIWUHDVXU\VKDUHVZKLFKLVKHUHE\ cancelled to the extent it was not exercised.
7.2 The shares are purchased, as opted by the executive board, via the stock exchange or by way of public offer, addressed to all the company's shareholders.
D ,IWKHVKDUHVDUHSXUFKDVHGRQWKHVWRFNH[FKDQJHWKHSXUFKDVHSULFHRID1HPHWVFKHNVKDUHH[FOXGLQJ LQFLGHQWDODFTXLVLWLRQFRVWV PD\QRWH[FHHGRUIDOOEHORZWKHDYHUDJHFORVLQJSULFHLQWKHODVWƄYHGD\VRIWUDGLQJ SULRUWRWKHREOLJDWLRQWRSXUFKDVHWKHPRQWKHHOHFWURQLFH[FKDQJH;HWUDRUDVHSDUDWHO\IXQFWLRQLQJFRPSD-UDEOHV\VWHPLQVWHDGRIWKH;HWUDV\VWHP E\PRUHWKDQ
E ,IDSXEOLFSXUFKDVHRIIHULVPDGHWKHRIIHUSULFHIRUD1HPHWVFKHNVKDUHH[FOXGLQJLQFLGHQWDODFTXLVLWLRQ FRVWV PD\QRWH[FHHGRUIDOOEHORZWKHDYHUDJHFORVLQJSULFHRQWKH;HWUDH[FKDQJHRYHUWKHƄYHGD\VRIWUDGLQJ prior to publication of the purchase offer by more than 10%. If the total number of shares tendered exceeds the volume of the purchase offer, shares shall be subscribed on the basis of the relative quotas. Preferential subscription to small numbers of shares may be allowed, up to a maximum of 100 shares in the company offered for sale per shareholder of the company.
7.3 The executive board is authorized to use the treasury shares purchased pursuant to this authorization for any OHJDOO\SHUPLWWHGSXUSRVHLQSDUWLFXODUDOVRIRUWKHIROORZLQJSXUSRVHV
D :LWKDXWKRUL]DWLRQE\WKHVXSHUYLVRU\ERDUGWKHVKDUHVPD\EHRIIHUHGWRWKLUGSDUWLHVDVFRQVLGHUDWLRQIRUWKH acquisition of entities, investments in entities or parts of entities.
E 7KHVKDUHVPD\EHUHGHHPHGZLWKWKHDSSURYDORIWKHVXSHUYLVRU\ERDUGZLWKRXWDQ\IXUWKHUUHVROXWLRQRIWKH annual general meeting being required for the redemption to take effect. Redemption leads to a reduction in capital. The executive board may alternatively decide that the share capital shall remain unchanged on redemption and be increased instead by the inclusion of the proportion of other shares within share capital in accordance ZLWK \$NW*7KHH[HFXWLYHERDUGLVDXWKRUL]HGLQWKLVFDVHWRDGMXVWWKHQXPEHURIVKDUHVLQWKHVWDWXWHV
7KHVXEVFULSWLRQULJKWRIWKHVKDUHKROGHUVWRWKHVHWUHDVXU\VKDUHVLVH[FOXGHGWRWKHH[WHQWWKDWWKHVHDUH XVHGLQDFFRUGDQFHZLWKWKHDERYHPHQWLRQHGDXWKRUL]DWLRQXQGHULWHPOLWD RIWKHDJHQGD
7KLVUHVROXWLRQLVVXEMHFWWRWKHFRQGLWLRQSUHFHGHQWRIWKHƄOLQJRIWKHH[HFXWLRQRIWKHFDSLWDOLQFUHDVHSXUsuant to TOP 6 in the commercial register of the company."
7KHFRQGLWLRQSUHFHGHQWPHQWLRQHGXQGHULWHPLQWKHUHVROXWLRQZDVIXOƄOOHGRQ-XQHDQGWKHUHVRlution of the general meeting of May 20, 2015, on TOP 7 therefore took effect.
6,*1,),&\$17\$*5((0(1767+\$7\$5(68%-(&772\$&+\$1*(,1&21752/\$6\$ RESULT OF A TAKEOVER BID
7KHFRPSDQ\KDVQRWHQWHUHGLQWRDQ\VLJQLƄFDQWDJUHHPHQWVWKDWDUHVXEMHFWWRDFKDQJHLQFRQWURODVDUHVXOW of a takeover bid.
The company has not entered into any remuneration agreements with the members of the executive board or employees in the event of a takeover bid.
,QDGGLWLRQWRDƄ[HGFRPSRQHQWWKHUHPXQHUDWLRQSDLGWRPHPEHUVRIWKHVXSHUYLVRU\ERDUGFRQWDLQVDYDULDEOH SURƄWEDVHGFRPSRQHQW7KHYDULDEOHFRPSHQVDWLRQFRPSRQHQWLVEDVHGRQWKHFRQVROLGDWHGHDUQLQJVGLOXWHG HDUQLQJVSHUVKDUH ,WLV WKHYLHZRI WKHVXSHUYLVRU\ERDUGDQG WKHH[HFXWLYHERDUG WKDW WKLVLPSRUWDQW UDWLR constitutes a reliable benchmark for increasing the intrinsic value of the shares and, thus, the company's performance.
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| 2016 | Thousands of € | Fixed components | Variable components | 2016 |
|---|---|---|---|---|
| Kurt Dobitsch | 30.0 | 199.0 | 229.0 | |
| Prof. Georg Nemetschek | 22.5 | 199.0 | 221.5 | |
| Rüdiger Herzog | 15.0 | 199.0 | 214.0 | |
| Total | 67.5 | 597.0 | 664.5 |
| 2015 | Thousands of € Fixed components |
Variable components | 2015 |
|---|---|---|---|
| Kurt Dobitsch | 30.0 | 141.5 | 171.5 |
| Prof. Georg Nemetschek | 22.5 | 141.5 | 164.0 |
| Rüdiger Herzog | 15.0 | 141.5 | 156.5 |
| Total | 67.5 | 424.5 | 492.0 |
5HPXQHUDWLRQRIWKHPHPEHUVRIWKHH[HFXWLYHERDUGFRQVLVWVRIƄ[HGFRPSHQVDWLRQDQGWKHXVXDODGGLWLRQDO components, such as health and care insurance as well as a company car, and a variable, performance-based compensation. The variable remuneration has a current and non-current component.
7KH FXUUHQW SHUIRUPDQFHEDVHG YDULDEOH UHPXQHUDWLRQ PDLQO\ GHSHQGV RQ FRUSRUDWH REMHFWLYHV DFKLHYHG UHYHQXH(%,7\$DQGHDUQLQJVSHUVKDUH ZKLFKDUHDJUHHGEHWZHHQWKHVXSHUYLVRU\ERDUGDQGH[HFXWLYHERDUG DWWKHEHJLQQLQJRIHDFKƄVFDO\HDU
7KHQRQFXUUHQWSHUIRUPDQFHEDVHGYDULDEOH H[HFXWLYHERDUGUHPXQHUDWLRQtDOVRNQRZQDV/RQJ7HUP,QFHQ-WLYH3ODQ/7,3 tGHSHQGVRQWKHDFKLHYHPHQWRIƄ[HGFRUSRUDWHREMHFWLYHVZLWKUHJDUGWRWKHGHYHORSPHQWRI UHYHQXHDQGRSHUDWLYHUHVXOWV(%,7\$ DVZHOODVLQUHDFKLQJSUHGHƄQHGVWUDWHJLFSURMHFWJRDOV7KHSHULRGWREH REVHUYHGLVDOZD\VWKUHHƄVFDO\HDUV3DUWLFLSDWLRQRIWKHH[HFXWLYHERDUGLQWKH/7,3UHTXLUHVDQDSSURSULDWH nomination by the supervisory board at the annual balance sheet meeting of the supervisory board. The three executive board members Patrik Heider, Sean Flaherty and Viktor Várkonyi have been nominated for the LTIP tIRUtDQGIRUt,QWKHƄVFDO\HDUQRQRQFXUUHQWYDULDEOHFRPSRQHQW was disbursed, but was vested.
,QWKHIROORZLQJWDEOHVWKHUHPXQHUDWLRQSD\PHQWVDQGEHQHƄWVDUHLQGLYLGXDOO\SUHVHQWHGIRUHDFKPHPEHURI WKHH[HFXWLYHERDUGRI1HPHWVFKHN6(LQDFFRUGDQFHZLWKWKHUHFRPPHQGDWLRQVRIFODXVH RIWKH*HU-PDQ&RUSRUDWH*RYHUQDQFH&RGH
| Patrik Heider | Sean Flaherty | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Thousands of € | 2015 Initial Value |
2016 Initial Value |
2016 Minimum |
2016 Maximum |
2015 Initial Value |
2016 Initial Value |
2016 Minimum |
2016 Maximum |
|
| Fixed compensation | 200 | 242 | 242 | 242 | 96 | 115 | 115 | 115 | |
| )ULQJHEHQHƄWV | 20 | 18 | 18 | 18 | 0 | 0 | 0 | 0 | |
| Total | 220 | 260 | 260 | 260 | 96 | 115 | 115 | 115 | |
| One-year variable compensation | 360 | 415 | 0 | 500 | 0 | 137 | 0 | 200 | |
| Multi-year variable compensation |
LTIP 2014 – 2016 |
161 | 88 | 0 | 88 | 161 | 88 | 0 | 88 |
| LTIP 2015 – 2017 |
183 | 109 | 0 | 206 | 183 | 109 | 0 | 206 | |
| LTIP 2016 – 2018 |
– | 143 | 0 | 258 | – | 143 | 0 | 258 | |
| Total | 924 | 1,015 | 260 | 1,312 | 440 | 592 | 115 | 867 |
| Viktor Várkonyi 2016 2016 Minimum 96 96 0 0 96 96 |
||||||
|---|---|---|---|---|---|---|
| Thousands of € | 2015 Initial Value |
Initial Value | 2016 Maximum |
|||
| Fixed compensation | 96 | 96 | ||||
| )ULQJHEHQHƄWV | 0 | 0 | ||||
| Total | 96 | 96 | ||||
| One-year variable compensation | 0 | 0 | 0 | 0 | ||
| Multi-year variable compensation |
LTIP 2014 – 2016 |
161 | 88 | 0 | 88 | |
| LTIP 2015 – 2017 |
183 | 109 | 0 | 206 | ||
| LTIP 2016 – 2018 |
– | 143 | 0 | 258 | ||
| Total | 440 | 436 | 96 | 648 |
| Patrik Heider | Sean Flaherty | ||||
|---|---|---|---|---|---|
| Thousands of € | 2016 Initial Value |
2015 Initial Value |
2016 Initial Value |
2015 Initial Value |
|
| Fixed compensation | 242 | 200 | 115 | 96 | |
| )ULQJHEHQHƄWV | 18 | 20 | 0 | 0 | |
| Total | 260 | 220 | 115 | 96 | |
| One-year variable compensation | 415 | 360 | 137 | 0 | |
| Multi-year variable compensation |
LTIP 2014 – 2016 |
0 | 0 | 0 | 0 |
| LTIP 2015 – 2017 |
0 | 0 | 0 | 0 | |
| LTIP 2016 – 2018 |
0 | 0 | 0 | 0 | |
| Total | 675 | 580 | 252 | 96 |
Viktor Várkonyi
| Thousands of € | 2016 Initial Value |
2015 Initial Value |
|
|---|---|---|---|
| Fixed compensation | 96 | 96 | |
| )ULQJHEHQHƄWV | 0 | 0 | |
| Total | 96 | 96 | |
| One-year variable compensation | 0 | 0 | |
| Multi-year variable compensation |
LTIP 2014 – 2016 |
0 | 0 |
| LTIP 2015 – 2017 |
0 | 0 | |
| LTIP 2016 – 2018 |
0 | 0 | |
| Total | 96 | 96 |
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In its current report the German Council of Economic Experts assumes that the moderate growth in the world HFRQRP\ZLOOFRQWLQXH7KHH[SHFWDWLRQIRULVWKDWJOREDO*'3ZLOOULVHE\
The USA is predicted to achieve GDP growth of 2.3% in 2017. Driven by the expansionary monetary policy of the European Central Bank, the Eurozone, too, is expected to continue its recovery. On account of the uncertainties following Brexit, the German Council of Economic Experts expects there to be a slight slowdown in RXWSXWEXWQRWDVOXPS\$VLQWKH(XUR]RQHWKHIRUHFDVWIRUWKH8QLWHG.LQJGRPLVIRU*'3WRJURZE\ 2QDFFRXQWRIWKHYHU\H[SDQVLRQDU\HIIHFWVRILWVPRQHWDU\DQGƄVFDOSROLF\IRU-DSDQWRRHFRQRPLFUHFRYH-U\LVH[SHFWHGZLWKDULVHLQ*'3RI)RUWKHWKUHVKROGFRXQWULHVWKH*HUPDQ&RXQFLORI(FRQRPLF([SHUWV H[SHFWV*'3JURZWKUDWHVRIDQGWKXVDFRQWLQXDWLRQRIWKHG\QDPLFGHYHORSPHQW
Most of the customers of the Nemetschek Group are directly or indirectly involved in the construction industry. 7KH HFRQRPLF VLWXDWLRQ RI WKH FRQVWUXFWLRQ LQGXVWU\ LV WKHUHIRUH D VLJQLƄFDQW LQGLFDWRU IRU WKH 1HPHWVFKHN Group. For the European region, the experts of Euroconstruct expect a continuation of the moderate growth in the sector for the years 2017 to 2019. For 2017 the assumption is that the volume of construction work will rise in all countries of Europe with the exception of the United Kingdom and the Czech Republic. Strong growth is IRUHFDVWIRU,UHODQG )UDQFH DQG6SDLQ +RZHYHULQDEVROXWHWHUPVWKHFRQVWUXFWLRQ volume in these three countries will remain well below their long-term average. For Germany and Switzerland the expectation is for comparatively low growth rates of +1.5% and +1.3% respectively, whereby the absolute construction volume in these two countries is already high. All in all, construction volume is expected to increase in 2017 by 2.1% in the Eurozone.
According to the sector experts of Dodge Data & Analytics, the US construction industry will also perform robustly in the coming years. They expect an increase in the number of building starts of about 5% in 2017 compared with the previous year. The main factor driving growth remains high-rise construction. The change in administration in the USA, too, is expected to lead to higher infrastructure spending. Already the Fast Act, as it is known, was passed in 2015 to provide funding for the transport sector of USD 300 billion in the years up to 2020.
'HVSLWH D GHFOLQLQJ SRSXODWLRQ DQG RQO\PRGHUDWH JURZWK WKH RUGHU VLWXDWLRQ LQ WKH -DSDQHVH FRQVWUXFWLRQ LQGXVWU\UHPDLQVDWDVWHDG\KLJKLQDEVROXWHWHUPV-DSDQUHPDLQVWKHUHIRUHYHU\LQWHUHVWLQJIRUWKHFRQVWUXFWLRQ sector and hence also for our international brands. The Olympic Games in 2020 in Tokyo and the various associated construction projects promise the prospect of growth for the coming years. Further impetus is expected IURPWKHUHFRQVWUXFWLRQRIWKHUHJLRQVLQ-DSDQWKDWKDYHVXIIHUHGHDUWKTXDNHVDVZHOODVIURPWKHGHPDQGIRU DJHDSSURSULDWHUHVLGHQWLDOEXLOGLQJV7KHEXLOGLQJVHFWRUVKRXOGEHQHƄWIURPDJRYHUQPHQWHFRQRPLFERRVWLQJ SDFNDJHZKLFKZDVSDVVHGLQ\$XJXVW7KLVLQFOXGHVDEXGJHWRI<(1WULOOLRQDSSUR[(85}ELOOLRQ for infrastructure.
All in all, market experts anticipate a welcome development of the construction sector in 2017. For the Nemetschek Group this means that the markets it addresses will continue to enjoy impetus.
As a market and technology leader in the AEC industry the Nemetschek Group plans for sustainable growth with KLJKDQGVWDEOHSURƄWDELOLW\E\RIIHULQJLQQRYDWLYHVROXWLRQVWRDOOWKRVHLQYROYHGLQWKHFRQVWUXFWLRQSURFHVVLQ RUGHUWRLQFUHDVHTXDOLW\DQGHIƄFLHQF\WKURXJKSXW6LPXOWDQHRXVO\WKHUHLVWKHJRDORIH[SDQGLQJIXUWKHULQWHUnationally.
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Based on the strength of the largely favorable impetus coming from the construction industry and on the assumption that technological factors are driving growth in the AEC market, such as progressive digitalization, BIM, 5D and collaboration for further growth, in 2017 the Nemetschek Group expects again a successful busi-QHVVGHYHORSPHQWDQGIXUWKHUJURZWKLQDOOVHJPHQWV7KLVJURZWKZLOOEHVXSSRUWHGE\WKHVWURQJƄQDQFLDOEDVH of the group, its strong competitive position and the close customer relationships enjoyed by the individual brands. Besides organic growth, the solutions portfolio and the market presence will also be expanded by tar-JHWHGDFTXLVLWLRQV7KDQNVWRLWVKLJKFDVKƅRZVDQGVROLGEDODQFHVKHHWWKH1HPHWVFKHN*URXSKDVDFFHVVWR WKHQHFHVVDU\IXQGVWRƄQDQFHLWVSODQQHGIXWXUHJURZWKZKHWKHURUJDQLFRUWKURXJKWDNHRYHUVFRRSHUDWLRQRU partnerships.
The ambition is to offer innovative and customer-oriented solutions for the AEC industry and thereby to set criteria and standards. Challenges facing the sector such as the rising complexity of buildings, ever shorter planning and construction times, interdisciplinary and international collaboration that is being demanded more and more often, the digital availability of all data, and the growing cost pressure are to be handled with bespoke product solutions. Here digital transformation offers great opportunities in the construction industry. BIM enables information to be interconnected by creating a synchronized database that all involved in the project can access. A central prerequisite for the long-term success of the group is a profound understanding of our customers' problems as well as bespoke solution offers.
The Nemetschek Group secures its technological lead with continually high investments in research and development. The outstanding issues we address are Open BIM, 5D and collaboration coupled with seamless networking and data transfer across the AEC sector. In recent years, the share of expenditure for research and GHYHORSPHQWFRPSDUHGWRUHYHQXHVFDPHWRDERXW,WLVSODQQHGWRLQYHVWDVLPLODUDPRXQWLQLQRUGHU to secure the company's innovatory force over the long term.
As a global group, in the coming years, it is intended that the revenue distribution over the different regions should be as balanced as possible. The Nemetschek Group is currently well positioned in the three strategic regions in the business of Europe, America, and Asia. In the future, the potential in all three regions should be used more strongly and in this way further sales growth generated. The board sees especially promising and long-term business prospects in America.
The Nemetschek Group will continually extend its geographical presence to win and support customers and drive forward the expansion of its worldwide selling and marketing activities.
With the establishment of a strategy board in the holding in 2016 Nemetschek placed more focus on projects involving more than one brand and on strategic initiatives that generate synergies within the group.
The focus is on solutions on collaboration which are more and more in demand on account of the digital transformation of the construction industry and the management and provision of ever larger data quantities for the planning and realization of buildings, as well as their consistent interconnection. At center stage of the activities of Nemetschek is the development of a collaborative platform for all customers along the value creation chain in WKHEXLOGLQJSURFHVV7KHDLPLVWRERRVWHIƄFLHQF\LQFROODERUDWLRQYLDFRUHIXQFWLRQVVXFKDVSURMHFWPDQDJHment, document management and the sharing of information and models.
Furthermore, the Nemetschek Group plans to address increasingly large companies working in architecture and FLYLOHQJLQHHULQJ7KHIRFXVRIWKHDFWLYLW\LVRQFRPSOHWHZRUNƅRZVROXWLRQVWKDWDUHHODERUDWHGXVLQJPRUHWKDQ RQH EUDQG 7KH LGHD LV WRPRGHO WKH ZRUNƅRZV RI DUFKLWHFWXUH DQG FLYLO HQJLQHHULQJ RUJDQL]DWLRQV DQG WKXV enhance our competence as a supplier of multiple solutions. This involves adding various functions of other brands to 3D CAD and CAE solutions.
7KHƄQDQFLDOVWUHQJWKRIWKH1HPHWVFKHN*URXSHQVXUHVWKDWLWFDQJURZFRQWLQXDOO\IURPLWVRZQUHVRXUFHVDQG UHVSRQGƅH[LEO\WRPDUNHWGHPDQGV7KH1HPHWVFKHN*URXSVHHVLWVHOIDVZHOOSODFHGIRULWVSODQQHGJURZWKLQ WKDQNVWRLWVYHU\UREXVWEDODQFHVKHHW\$VLQSDVW\HDUVDKLJKRSHUDWLQJFDVKƅRZVKRXOGLQFUHDVHOLTXLdity and offer enough scope for planned investments of the brand companies in development, sales and marketing. Furthermore, as it grows, the Nemetschek Group is working in the groupwide strategic projects that have been described as well as on an ERP harmonization in order to reduce the complexity of processes and reporting structures.
\$VEHIRUHDFTXLVLWLRQVFDQEHIXQGHGIURPWKHFXUUHQWFDVKƅRZH[LVWLQJOLTXLGLW\DQGWKHWDNHXSRIH[WHUQDO capital.
Major cost items within the Nemetschek Group are personnel expenses and other operating expenses. In 2017 the Nemetschek Group will recruit additional experts globally and it assumes therefore that there will be a further moderate increase in personnel expenses. Other operating expenses feature primarily selling expenses and they, too, are expected to rise slightly in 2017 as a result of the unchanged planned international expansion.
The Nemetschek Group follows a long-term and sustained dividend policy and allows its shareholders to participate appropriately in the Company's development both now and in the future. The company will propose the GLVWULEXWLRQRIDGLYLGHQGWRWKHDQQXDOJHQHUDOPHHWLQJIRUWKHƄVFDO\HDU)RUWKHƄQDQFLDO\HDUWKH VXSHUYLVRU\DQGH[HFXWLYHERDUGVSURSRVHDGLYLGHQGRI(85}SHUVKDUHSUHYLRXV\HDU(85}SHUVKDUH 7KHJHQHUDOPHHWLQJZLOOYRWHRQWKHSURSRVHGGLYLGHQGRQ-XQH6XEMHFWWRWKHFRQVHQWRIWKHJHQHUDO meeting, the distribution proposal corresponds to an increase in the dividend of 20%.
On account of the long-term intact growth trend in the relevant markets, the board looks to the future with opti-PLVPDQGDVVXPHVDFRQWLQXLQJSRVLWLYHEXVLQHVVGHYHORSPHQWIRUWKHSUHVHQWƄQDQFLDO\HDU
The very good competitive position, the great technical knowledge and the many years of experience along the life cycles in the AEC and the Media & Entertainment markets form a good basis for the Nemetschek Group for further sustained growth in all four segments.
From today's perspective and without taking into account any currency effects, the Nemetschek Group has planned for revenue for the ƄQDQFLDO\HDURIEHWZHHQ(85}PLOOLRQDQG(85}PLOOLRQWR %HVLGHVWKHIXUWKHURUJDQLFJURZWKQRQRUJDQLFJURZWKHIIHFWVZLOOSOD\DUROHLQWKH'HVLJQVHJPHQW through the acquisition of dRofus that has been consolidated since the beginning of 2017. In the Build segment, 'HVLJQ'DWDZKLFKZDVDFTXLUHGRQ\$XJXVWZLOOEHFRQVROLGDWHGIRUWKHƄUVWWLPHIRUDIXOOPRQWKV 7KHSXUHO\RUJDQLFJURZWKH[FOXGLQJWKHFRPSDQLHVG5RIXVDQG'HVLJQ'DWD LVH[SHFWHGWREHLQWKHFRUULGRU of 13% to 15% in 2017.
Group EBITDA will also increase noticeably despite further investments in strategic projects and the acquired entities having an EBITDA margin lower than the group average. The group EBITDA is expected to lie between (85}PLOOLRQDQGPLOOLRQZKLFKUHSUHVHQWVJURZWKFRPSDUHGZLWKWKHDGMXVWHG(%,7'\$RIWKHSUHYLRXV \HDU(85} RIWR
In terms of segments, the Nemetschek Group sees itself very well positioned in the Design segment on account of the strong market positioning of its brands with BIM-oriented and intelligent solutions for the planning and GUDIWLQJSKDVH WKURXJK WR WKHZRUNV DQGEXLOGLQJSODQQLQJ)RUWKH ƄQDQFLDO \HDU D WXUQRYHUJURZWKLV expected that will be in the same corridor as the planned organic growth at group level. This positive estimate is based on the innovations, the further development of the solutions portfolio and further internationalization with a strong sales thrust.
The Build segment will promote the further development of the Nevaris product family, which is the comprehen-VLYH%,0'VROXWLRQLQRUGHUWRJXDUDQWHHDQHIƄFLHQWDQGFRQVLVWHQWPRGHOEDVHGZD\RIZRUNLQJLQSODQQLQJ and execution. Solibri and Design Data will press ahead with their solutions in the direction of greater internati-RQDOL]DWLRQ6LQFHLWVDFTXLVLWLRQLQ%OXHEHDP6RIWZDUHKDVFRQWULEXWHGPDWHULDOO\WRWKHGLVSURSRUWLRQDWHly strong growth of the segment. All in all, growth rates for the segment are expected that are above the average for the group.
In the Manage segment the focus continues on addressing the residential market and on strong sales activities WRZLQQHZFXVWRPHUV)RUWKHƄQDQFLDO\HDUWKH1HPHWVFKHN*URXSH[SHFWVUHYHQXHJURZWKLQOLQHZLWK the general level for the group.
In the Media & Entertainment segment, investments are being made in the solutions portfolio in order to win the enthusiasm of new customers and to expand the customer basis with tried and tested solutions, and to grow internationally even more strongly. In this segment, growth is expected to be slightly under that of the average for the group.
In general it should be borne in mind that the revenue and results developments of the Nemetschek Group can EHLQƅXHQFHGE\NH\H[FKDQJHUDWHVLQSDUWLFXODUWKHUDWHVRIWKHHXURFRPSDUHGZLWKWKH86GROODUWKH6ZLVV IUDQFWKH-DSDQHVH\HQWKH%ULWLVKSRXQGWKH+XQJDULDQIRULQWWKH1RUZHJLDQFURZQDQGWKH6ZHGLVKFURZQ ƅXFWXDWLRQVLQH[FKDQJHUDWHVPLJKWWKHUHIRUHDIIHFWWKHDFFXUDF\RIWKHIRUHFDVWV
This management report contains statements and information about transactions and processes that lie in the IXWXUH7KHVHIRUZDUGORRNLQJVWDWHPHQWVDUHLGHQWLƄHGIURPIRUPXODWLRQVVXFKDVqH[SHFWrqLQWHQGrqSODQr "evaluate" or similar terms. Such forward-looking statements are based on our expectations today and certain assumptions. They thus involve a number of risks and uncertainties. Numerous factors, many of which are out-VLGHWKH1HPHWVFKHN*URXSpVVSKHUHRILQƅXHQFHDIIHFWWKH1HPHWVFKHN*URXSpVEXVLQHVVDFWLYLWLHVVXFFHVVes, business strategy, and its results. This can lead to the actual results, success, and performance of the Nemetschek Group materially deviating from the information on results, success, or performance explicitly or implicitly mentioned in these forward-looking statements.
Munich, March 10, 2017
Patrik Heider Sean Flaherty Viktor Várkonyi
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dRofus
dRofus is the leading planning and data management solution for the global building industry. With direct connections for example to ARCHICAD, dRofus offers a unique planning, data management and BIM collaboration tool. dRofus provides all stakeholders with FRPSUHKHQVLYHZRUNƅRZVXSSRUWDQGDFFHVV to building information throughout the building lifecycle.
Plan, manage and maintain data for departments, rooms, room templates, surfaces, items, systems and components – all in a single cloud based platform. dRofus is a SQL server database that will provide state of the art performance and speed regardless of project size, type or complexity.
dRofus is a globally operating provider for BIM-based planning, data management and collaboration tools throughout the building lifecycle.
| Segment: | Design |
|---|---|
| Company size: | 26 employees |
| Locations: | Oslo, Malmö, |
| San Francisco, Sydney | |
| Website: | www.drofus.no |
Reference Project No. 7:
Administration: Avinor
dRofus was used as the core planning tool throughout the entire Terminal 2 project. In addition, dRofus is being used during operation of the airport.
(IFRS)
\$VDUHVXOWRIURXQGLQJLWLVSRVVLEOHWKDWLQGLYLGXDOƄJXUHVLQWKHVHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVGRQRWDGGXSWRWKHWRWDOVVKRZQDQGWKDWWKHSHUFHQWDJHVVKRZQGRQRWUHƅHFWWKHDEVROXWHYDOXHVWR ZKLFKWKH\UHODWH
for the period from January 1 to December 31, 2016 and 2015
| Thousands of € | 2016 | 2015 | [Notes] |
|---|---|---|---|
| Revenues | 337,286 | 285,269 | [1] |
| Own work capitalized | 7 | 38 | |
| Other operating income | 6,957 | 5,884 | [2] |
| Operating Income | 344,250 | 291,191 | |
| Cost of materials/cost of purchased services | – 10,946 | – 9,749 | [3] |
| Personnel expenses | – 151,188 | – 127,084 | [4] |
| Depreciation of property, plant and equipment and amortization of intangible assets | – 18,314 | – 16,781 | [5] |
| WKHUHRIDPRUWL]DWLRQRILQWDQJLEOHDVVHWVGXHWRSXUFKDVHSULFHDOORFDWLRQ | – 11,056 | – 10,131 | [5] |
| Other operating expenses | – 94,129 | – 84,872 | [6] |
| Operating expenses | – 274,577 | – 238,486 | |
| Operating results (EBIT) | 69,673 | 52,705 | |
| Interest income | 183 | 178 | [8] |
| Interest expenses | – 1,046 | – 705 | [8] |
| Share of results of associated companies | 380 | 970 | [7] |
| 2WKHUƄQDQFLDOH[SHQVHVLQFRPH | – 23 | 1,035 | [9] |
| Earnings before taxes (EBT) | 69,167 | 54,183 | |
| Income taxes | – 20,325 | – 16,401 | [10] |
| Net income for the year | 48,842 | 37,782 | |
| Other comprehensive income: | |||
| Difference from currency translation | 6,846 | 10,482 | |
| 6XEWRWDORILWHPVRIRWKHUFRPSUHKHQVLYHLQFRPHWKDWZLOOEH UHFODVVLƄHGWRLQFRPHLQIXWXUHSHULRGV |
6,846 | 10,482 | |
| *DLQVORVVHVRQUHYDOXDWLRQRIGHƄQHGEHQHƄWSHQVLRQSODQV | – 105 | – 54 | |
| Tax effect | 30 | 16 | |
| 6XEWRWDORILWHPVRIRWKHUFRPSUHKHQVLYHLQFRPHWKDWZLOOQRWEH UHFODVVLƄHGWRLQFRPHLQIXWXUHSHULRGV |
– 75 | – 38 | |
| Subtotal other comprehensive income | 6,771 | 10,444 | |
| Total comprehensive income for the year | 55,613 | 48,226 | |
| 1HWSURƄWRUORVVIRUWKHSHULRGDWWULEXWDEOHWR | |||
| Equity holders of the parent | 46,925 | 35,896 | |
| Non-controlling interests | 1,917 | 1,886 | |
| Net income for the year | 48,842 | 37,782 | |
| Total comprehensive income for the year attributable to: | |||
| Equity holders of the parent | 53,733 | 45,997 | |
| Non-controlling interests | 1,880 | 2,230 | |
| Total comprehensive income for the year | 55,613 | 48,227 | |
| Earnings per share (undiluted) in euros | 1.22 | 0.93 | [11] |
| Earnings per share (diluted) in euros | 1.22 | 0.93 | |
| Average number of shares outstanding (undiluted) | 38,500,000 | 38,500,000 | |
| Average number of shares outstanding (diluted) | 38,500,000 | 38,500,000 |
7KHDFFRPSDQ\LQJQRWHVWRWKLVVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHIRUPDQLQWHJUDOSDUWRIWKHVHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
as of December 31, 2016 and December 31, 2015
| ASSETS Thousands of € |
December 31, 2016 | December 31, 2015 | [Notes] |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 112,482 | 83,966 | [24] |
| Trade receivables, net | 38,794 | 29,611 | [13] |
| Inventories | 597 | 530 | [14] |
| Tax refunded claims for income taxes | 3,477 | 2,467 | [14] |
| 2WKHUFXUUHQWƄQDQFLDODVVHWV | 10 | 78 | [14] |
| Other current assets | 12,546 | 9,297 | [14] |
| Current assets, total | 167,906 | 125,949 | |
| Non-current assets | |||
| Property, plant and equipment | 14,255 | 13,792 | [12] |
| Intangible assets | 89,729 | 83,190* | [12] |
| Goodwill | 177,178 | 143,771* | [12] |
| Investments in associates and non-current available-for-sale assets** | 2,474 | 1,863 | |
| Deferred tax assets | 2,234 | 1,372 | [10] |
| 1RQFXUUHQWƄQDQFLDODVVHWV | 43 | 51 | [14] |
| Other non-current assets | 929 | 793 | [14] |
| Non-current assets, total | 286,842 | 244,832 |
| Total assets | 454,748 | 370,781 | |
|---|---|---|---|
7KHDFFRPSDQ\LQJQRWHVWRWKLVVWDWHPHQWRIƄQDQFLDOSRVLWLRQIRUPDQLQWHJUDOSDUWRIWKHVHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
3UHYLRXV\HDUYDOXHVDGMXVWHGWRƄQDOSXUFKDVHSULFHDOORFDWLRQRI6ROLEUL*URXS
6HHQRWHVWRWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVqLQYHVWPHQWVLQDVVRFLDWHVrDQGqQRQFXUUHQWDYDLODEOHIRUVDOHDVVHWVr
| EQUITY AND LIABILITIES | Thousands of € | December 31, 2016 | December 31, 2015 | [Notes] |
|---|---|---|---|---|
| Current liabilities | ||||
| Short-term borrowings and current portion of long-term loans | 26,000 | 18,577 | [18] | |
| Trade payables | 7,922 | 6,590 | [18] | |
| Provisions and accrued liabilities | 32,778 | 25,619 | [17] | |
| Deferred revenue | 55,293 | 41,996 | [19] | |
| Income tax liabilities | 7,353 | 3,707 | [18] | |
| 2WKHUFXUUHQWƄQDQFLDOREOLJDWLRQV | 1,224 | 571 | [20] | |
| Other current liabilities | 15,539 | 7,086 | [18] | |
| Current liabilities, total | 146,109 | 104,146 | ||
| Non-current liabilities | ||||
| Long-term borrowings without current portion | 70,231 | 62,059 | [18] | |
| Deferred tax liabilities | 20,600 | 20,798* | [10] | |
| Pensions and related obligations | 1,660 | 1,744 | [17] | |
| 1RQFXUUHQWƄQDQFLDOREOLJDWLRQV | 9,721 | 8,500* | [21] | |
| Other non-current liabilities | 4,309 | 6,617 | [22] | |
| Non-current liabilities, total | 106,521 | 99,718 | ||
| Equity | ||||
| Subscribed capital | 38,500 | 38,500 | [15] | |
| Capital reserve | 12,485 | 12,485 | [16] | |
| Retained earnings | 143,954 | 116,345 | [16] | |
| Other comprehensive income | 4,363 | – 2,498 | [16] | |
| Equity (Group shares) | 199,302 | 164,832 | ||
| Non-controlling interests | 2,816 | 2,085 | ||
| Equity, total | 202,118 | 166,917 | ||
| Total equity and liabilities | 454,748 | 370,781 |
7KHDFFRPSDQ\LQJQRWHVWRWKLVVWDWHPHQWRIƄQDQFLDOSRVLWLRQIRUPDQLQWHJUDOSDUWRIWKHVHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
3UHYLRXV\HDUYDOXHVDGMXVWHGWRƄQDOSXUFKDVHSULFHDOORFDWLRQRI6ROLEUL*URXS
for the period from January 1 to December 31, 2016 and 2015
| Thousands of € | 2016 | 2015 | [Notes] |
|---|---|---|---|
| 3URƄWEHIRUHWD[ | 69,167 | 54,183 | |
| 'HSUHFLDWLRQDQGDPRUWL]DWLRQRIƄ[HGDVVHWV | 18,314 | 16,781 | |
| Change in pension provision | – 189 | 23 | |
| Other non-cash transactions | – 147 | 70 | |
| Portion of the result of non-controlling interests | – 561 | – 970 | |
| (OLPLQDWLRQRIGHFRQVROLGDWLRQSURƄW | 0 | – 498 | |
| 5HVXOWIURPGLVSRVDORIƄ[HGDVVHWV | 177 | 420 | |
| &DVKƅRZIRUWKHSHULRG | 86,761 | 70,009 | [24] |
| Interest income | – 183 | – 178 | |
| Interest expenses | 1,046 | 705 | |
| Change in other provisions | 4,685 | 3,408 | |
| Change in trade receivables | – 5,217 | 12 | |
| Change in other assets | – 2,716 | 2,357* | |
| Change in trade payables | 1,141 | 276 | |
| Change in other liabilities | 8,191 | – 1,508* | |
| Interest received | 127 | 164 | |
| Income taxes received | 1,749 | 1,141* | |
| Income taxes paid | – 15,905 | – 11,264* | |
| &DVKƅRZIURPRSHUDWLQJDFWLYLWLHV | 79,678 | 61,624 | [24] |
| Capital expenditure | – 7,370 | – 7,629 | |
| &DVKSDLGIRULQYHVWPHQWVLQƄQDQFLDODVVHWV | – 50 | 0 | |
| Cash received from disposal of shares | 0 | 1,166 | |
| &DVKUHFHLYHGIURPGLVSRVDORIƄ[HGDVVHWV | 311 | 205 | |
| Cash paid for acquisition of subsidiaries, net of cash acquired | – 40,419 | – 35,145 | |
| &DVKƅRZIURPLQYHVWLQJDFWLYLWLHV | – 47,528 | – 41,403 | [24] |
| Dividend payments | – 19,250 | – 15,400 | |
| Dividend payments to non-controlling interests | – 1,162 | – 2,044 | |
| Cash received from bank loans | 38,000 | 32,000 | |
| Interest paid | – 904 | – 629 | |
| Repayment of borrowings | – 22,200 | – 12,000 | |
| Payments for acquisition of non-controlling interests | 0 | – 1,877 | |
| &DVKƅRZIURPƄQDQFLQJDFWLYLWLHV | – 5,516 | 50 | [24] |
| Changes in cash and cash equivalents | 26,633 | 23,769 | |
| Effect of exchange rate differences on cash and cash equivalents | 1,883 | 3,229 | |
| Cash and cash equivalents at the beginning of the period | 83,966 | 56,968 | |
| Cash and cash equivalents at the end of the period | 112,482 | 83,966 | [24] |
7KHDFFRPSDQ\LQJQRWHVWRWKLVFDVKƅRZVWDWHPHQWIRUPDQLQWHJUDOSDUWRIWKHVHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
for the period from January 1, 2015 to December 31, 2016
| Equity attributable to the parent company`s shareholders | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of € | Subscribed capital | Capital reserve | Retained earnings | Currency conversion |
Total | Non-controlling interests |
Total equity |
| As of January 1, 2015 | 9,625 | 41,360 | 96,621 | – 12,625 | 134,981 | 1,595 | 136,576 |
| Difference from currency translation |
10,127 | 10,127 | 356 | 10,483 | |||
| Remeasurement gains/losses from pensions and related obligations |
– 27 | – 27 | – 12 | – 39 | |||
| Net income for the year | 35,896 | 35,896 | 1,886 | 37,782 | |||
| Total comprehensive income for the year |
0 | 0 | 35,869 | 10,127 | 45,996 | 2,230 | 48,226 |
| Increase of share capital through corporate funds |
28,875 | – 28,875 | 0 | 0 | |||
| Transactions with non-controlling interests |
– 543 | – 543 | 102 | – 441 | |||
| Dividend payments to non-controlling interests |
– 202 | – 202 | – 1,842 | – 2,044 | |||
| Dividend payment | – 15,400 | – 15,400 | 0 | – 15,400 | |||
| As of December 31, 2015 | 38,500 | 12,485 | 116,345 | – 2,498 | 164,832 | 2,085 | 166,917 |
| As of January 1, 2016 | 38,500 | 12,485 | 116,345 | – 2,498 | 164,832 | 2,085 | 166,917 |
| Difference from currency translation |
6,861 | 6,861 | – 15 | 6,846 | |||
| Remeasurement gains/losses from pensions and related obligations |
– 53 | – 53 | – 22 | – 75 | |||
| Net income for the year | 46,925 | 46,925 | 1,917 | 48,842 | |||
| Total comprehensive income for the year |
0 | 0 | 46,872 | 6,861 | 53,733 | 1,880 | 55,613 |
| Dividend payments to non-controlling interests |
– 13 | – 13 | – 1,149 | – 1,162 | |||
| Dividend payment | – 19,250 | – 19,250 | 0 | – 19,250 | |||
| As of December 31, 2016 | 38,500 | 12,485 | 143,954 | 4,363 | 199,302 | 2,816 | 202,118 |
7KHDFFRPSDQ\LQJQRWHVWRWKLVVWDWHPHQWRIFKDQJHVLQHTXLW\IRUPDQLQWHJUDOSDUWRIWKHVHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
iX-Haus
iX-Haus plus IHS
Crem Solutions' core product iX-Haus is an ef-ƄFLHQWLQVWUXPHQWIRUWKHDGPLQLVWUDWLRQRIUHDO estate portfolios of all kinds, making it possible to cover all the requirements of the housing industry, commercial real estate management and corporate real estate management.
7KHSURJUDPLVƅH[LEOHDQGPRGXODUDQG meaningfully integrates related solutions from partner companies. These characteristics are the prerequisite for suitability for the individual business processes and requirements of all clients. Moreover, iX-Haus plus IHS comprises a solution for technical real estate management.
Crem Solutions is a leading supplier of software solutions for modern, digital property management.
| Segment: | Manage |
|---|---|
| Company size: | 46 employees |
| Location: | Ratingen |
| Website: | www.crem-solutions.de |
### St Martin Tower *HUPDQ\
Building management: THA Immo Verwaltungs GmbH
THA uses iX-Haus to manage St Martin Tower in Frankfurt, a piece of concept real estate FRPSOHWHGLQZKLFKRIIHUVWROHWRIƄFH space in combination with an extensive service infrastructure.
103
The Nemetschek Group, headquartered in Munich, is a globally leading software maker for the AEC (Architecture, Engineering, Construction) industry and offers an innovative and comprehensive solution portfolio for the integrated design of 3D models, combined with professional time (4D) and cost planning (5D). With its 14 independent brands, the Nemetschek Group serves around 2.3 million users in regions all over the globe with 60 locations worldwide. With its software solutions, the company founded by Prof. Georg Nemetschek in 1963 addresses all stakeholders in the building process and covers the complete life cycle of buildings: from building design and visualization, time and cost calculation, tenders, awarding of contracts and commissioning all the way to the actual construction process and building management, administration, use, modernization and renovation.
The 14 brands under the umbrella of the Nemetschek Group offer a wide portfolio of graphical, analytical and commercial solutions. \$UFKLWHFWXUHGHVLJQDQGSODQQLQJRIƄFHVHQJLQHHUVIURPDOOƄHOGV design and service providers, small and large construction companies and construction suppliers, process controllers and estimators as well as building administrators and building and asset managers are among the customers.
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It has always been the priority of the Nemetschek Group to provide the best possible solutions to meet the challenges in the building process. As a forerunner of the BIM concept, the Nemetschek Group has been following this holistic philosophy for more than 30 years. Nemetschek stands for an open approach (Open BIM). The open standard enables any Open BIM software from the Nemetschek Group to communicate with any other software via open data and communication interfaces, even with the software of competitors. Thus, a practically seamless transition of building-relevant information through all the stages of building creation and operation is supported and documented.
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Nemetschek SE (formerly Nemetschek Aktiengesellschaft) as the top Group company, was founded by the conversion of Nemetschek GmbH on September 10, 1997, and has been quoted on the German stock exchange in Frankfurt am Main since March 10, 7RGD\1HPHWVFKHNLVOLVWHGRQWKH7HF'\$;:LWKLWVƄOLQJLQ the commercial register on March 22, 2016, Nemetschek Aktiengesellschaft was converted into Nemetschek SE. The 2016 annual report can be ordered from Nemetschek SE or accessed via the company website: www.nemetschek.com.
The Declaration of Conformity was submitted on March 20, 2016. The relevant current version is available to the shareholders on the website of Nemetschek SE (https://www.nemetschek.com/investor-relations/corporate-governance/).
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\$FFRXQWLQJSROLFLHVDGRSWHGLQWKHƄQDQFLDO\HDUDUHFRQVLVtent with those policies adopted in the previous year.
7KH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV FRPSULVH1HPHWVFKHN6( Munich, and all domestic and foreign subsidiaries. Subsidiaries are consolidated in full from the date of acquisition, i.e., the date on which control is transferred to the Group. Full consolidation ends when the parent company ceases to have control.
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7KHƄQDQFLDO\HDURIWKH1HPHWVFKHN*URXSDQGWKH1HPHWVFKHN SE ends respectively on December 31 of each year.
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performs a revaluation where facts and circumstances indicate that there are changes in factors that evidence control. In the 2016 ƄQDQFLDO\HDUFRQWUROUHVXOWHGIRUDOOIXOO\FRQVROLGDWHGLQYHVWPHQW entities from the holding of the majority of voting rights.
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The following table shows information on Maxon Subgroup with material non-controlling interests before group internal eliminations:
| 1DPHUHJLVWHUHGRIƄFHRIWKHSDUHQWHQWLW\ | MAXON GmbH, Friedrichsdorf | |
|---|---|---|
| Thousands of € | 2016 | 2015 |
| Percentage of non-controlling interests | 30% | 30% |
| Non-current assets | 3,254 | 2,439 |
| Current assets | 15,437 | 11,442 |
| Non-current liabilities | – 1,839 | – 1,673 |
| Current liabilities | – 7,354 | – 5,259 |
| Net assets | 9,498 | 6,949 |
| Carrying amount of the non-controlling interests | 2,849 | 2,085 |
| Revenues | 23,355 | 21,512 |
| Net income | 5,852 | 5,795 |
| Other comprehensive income | 78 | 338 |
| Total comprehensive income | 5,930 | 6,133 |
| 1RQFRQWUROOLQJLQWHUHVWVDVVRFLDWHGSURƄW | 1,756 | 1,739 |
| Non-controlling interests associated other comprehensive income | 23 | 101 |
| &DVKƅRZIURPRSHUDWLQJDFWLYLWLHV | 7,828 | 6,640 |
| &DVKƅRZIURPLQYHVWLQJDFWLYLWLHV | – 1,052 | – 393 |
| &DVKƅRZIURPƄQDQFLQJDFWLYLWLHV | – 3,176 | – 5,164 |
| WKHUHRI'LYLGHQGVSDLGWRQRQFRQWUROOLQJLQWHUHVWV | – 1,076 | – 1,664 |
| Currency changes on cash and cash equivalents | – 50 | 476 |
| Net increase in cash and cash equivalents | 3,550 | 1,559 |
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Investments in associates are generally accounted for using the HTXLW\PHWKRG1HPHWVFKHN6(GHƄQHVDVVRFLDWHVJHQHUDOO\LQYHVWments of between 20% and 50% of capital) as entities subject to VLJQLƄFDQWLQƅXHQFHWKDWDUHQHLWKHUVXEVLGLDULHVQRUMRLQWYHQWXUHV 8QGHUWKHHTXLW\PHWKRGWKHLQYHVWPHQWLQWKHDVVRFLDWHLVFDUULHG in the balance sheet at cost plus post acquisition changes in the Group's share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment and is QRWDPRUWL]HG7KHVWDWHPHQWRIFRPSUHKHQVLYHLQFRPHUHƅHFWVWKH Group's share of the results of operations of the associate.
8QOHVVVWDWHGRWKHUZLVHWKHƄQDQFLDOVWDWHPHQWVRIWKHDVVRFLDWHV are prepared as of the same balance sheet date as the parent company. Where necessary, adjustments are made to comply with the Group's uniform accounting policies. The DocuWare group develops and distributes software for the electronic administration of documents. Sablono GmbH develops software solutions for the digital planning, control and monitoring of complex construction SURMHFWV7KHIROORZLQJ WDEOH VXPPDUL]HV ƄQDQFLDOLQIRUPDWLRQIRU the shares of the Group in non-material associates, based on the DPRXQWVUHSRUWHGLQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV
| 1DPHUHJLVWHUHGRIƄFHRIWKHHQWLW\ Thousands of € |
Shareholding in % | Equity | pro rata |
|---|---|---|---|
| 2016 | |||
| DocuWare GmbH, Germering | 22.41 | 8,470 | 1,898 |
| Sablono GmbH, Berlin | 24.99 | – 42 | – 10 |
| 2015 | |||
| DocuWare GmbH, Germering | 22.41 | 5,828 | 1,306 |
| Sablono GmbH, Berlin | 29.00 | 297 | 86 |
| Thousands of € | December 31, 2016 | December 31, 2015 |
|---|---|---|
| Other current assets | 33,113 | 25,074 |
| Other non-current assets | 3,571 | 4,228 |
| Other current liabilities | 27,814 | 23,204 |
| Other non-current liabilities | 400 | 271 |
| Group´s carrying amount of investment | 1,950 | 1,273 |
| Revenues | 37,142 | 34,550 |
| Net income from continuing operations | 3,022 | 4,297 |
| Net income from non-continuing operations | 0 | 0 |
| Net income for the year | 3,022 | 4,297 |
| *URXS'VVKDUHRISURƄWIRUWKH\HDU | 677 | 963 |
| Difference from currency translation | – 647 | – 267 |
| Other comprehensive income | 2,375 | 4,030 |
| Dividends received from associated company | 0 | 0 |
In addition, Sablono GmbH, Berlin, being an associate, is accounted for using the equity method. The percentage shareholding amounts to 24.99% (previous year: 29.00%). The carrying value of WKHVHVKDUHVDPRXQWVWR(85}NDVRI'HFHPEHUSUH-
YLRXV\HDU(85}N 7KHVKDUHUHVXOWLQIURPWKHEXVLQHVV GLYLVLRQV FRQWLQXHG DPRXQWHG WR (85} tN SUHYLRXV \HDU (85}tN
| 1DPHUHJLVWHUHGRIƄFHRIWKHHQWLW\ Thousands of € |
Shareholding in % | Equity Dec. 31, 2016 | Net income / loss for the year 2016 |
|---|---|---|---|
| 1(0(76&+(.22'6RƄD%XOJDULD | 20.00 | 3,787 | 879 |
| rivera GmbH, Karlsruhe via NEVARIS Bausoftware GmbH |
20.00 | 28** | –10** |
| Sidoun International GmbH, Freiburg i. Breisgau* | 16.27 | 834 | 51 |
| Planen Bauen 4.0 GmbH, Berlin | 6.25 | 198** | –192** |
* Fiscal year ends as of June 30, 2016. **Figures are shown as of December 31, 2015.
For the non-current available-for-sale assets, due to a lack of market, the item is stated at acquisition cost. There are currently no SODQVWRVHOOWKHDVVHWV7KHDVVXPSWLRQWKDWVLJQLƄFDQWLQƅXHQFHLV H[HUFLVHGRQWKHƄQDQFLDODVVHWVLQZKLFKYRWLQJULJKWVRIRU more are held does not hold true for either NEMETSCHEK OOD, 6RƄD%XOJDULDRUIRUULYHUD*PE+.DUOVUXKHDVLQƅXHQFHLVQHLWKHU exercised on management nor in the form of a governing body. Also, neither are material business relationships maintained, nor is LQƅXHQFHH[HUFLVHGEH\RQGWKHPHUHFDSLWDOLQYHVWPHQW7KHƄQDQcial assets constitute mere capital investments. The carrying value RI WKH QRQFXUUHQW DYDLODEOHIRUVDOH DVVHWV DPRXQWV WR (85} N SUHYLRXV\HDU(85}N
7KHIROORZLQJFRPSDQLHVOLVWHGDUHIXOO\FRQVROLGDWHGDWWKHFORVLQJGDWHLQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVRI1HPHWVFKHN6(
| AFFILIATED ENTITIES | |
|---|---|
| 1DPHUHJLVWHUHGRIƄFHRIWKHHQWLW\ | Shareholding in % |
| Nemetschek SE, Munich | |
| Direct equity investments | |
| Design segment | |
| Frilo Software GmbH, Stuttgart | 100.00 |
| Vectorworks, Inc., Columbia, Maryland, United States | 100.00 |
| Data Design System AS, Klepp Stasjon, Norway | 100.00 |
| NEMETSCHEK OOO, Moscow, Russia - in liquidation | 100.00 |
| SCIA Group International nv, Herk-de-Stad, Belgium | 100.00 |
| Graphisoft SE European Company Limited by Shares, Budapest, Hungary | 100.00 |
| Allplan GmbH, Munich* | 100.00 |
| Nemetschek Inc., Washington, United States** | 100.00 |
| Build segment | |
| NEVARIS Bausoftware GmbH, Achim | 98.50 |
| NEVARIS Bausoftware GmbH, Mondsee, Austria | 49.90 |
| Bluebeam Holding, Inc., Delaware, USA (formerly: Nemetschek US, Inc.) | 100.00 |
| Solibri Oy, Helsinki, Finland | 100.00 |
| Manage segment | |
| Crem Solutions GmbH & Co. KG, Ratingen | 100.00 |
| Crem Solutions Verwaltungs GmbH, Munich | 100.00 |
| Media & Entertainment segment | |
| MAXON Computer GmbH, Friedrichsdorf | 70.00 |
| Other | |
| Nemetschek Austria Beteiligungen GmbH, Mondsee, Austria | 100.00 |
| Indirect equity investments | |
| Design segment | |
| via Allplan GmbH, Munich: | |
| Allplan Deutschland GmbH, Munich* | 100.00 |
| Allplan Development Germany GmbH, Munich** | 100.00 |
| Allplan Schweiz AG, Wallisellen, Switzerland | 93.33 |
| Allplan France S.A.R.L., Paris, France | 100.00 |
| Allplan Österreich Ges.m.b.H., Wals, Austria | 100.00 |
| Allplan Systems España S.A., Madrid, Spain | 100.00 |
| \$OOSODQúHVNRVUR3UDJXH&]HFK5HSXEOLF | 100.00 |
| Allplan Slovensko s.r.o., Bratislava, Slovakia Republic | 100.00 |
| Allplan Italia S.r.l., Trient, Italy | 100.00 |
| DACODA GmbH, Rottenburg | 100.00 |
| via Nemetschek Austria Beteiligungen GmbH: | |
| Precast Software Engineering GmbH, Wals, Austria | 100.00 |
| via Precast Software Engineering GmbH, Wals, Austria: | |
| Precast Software Engineering Pte. Ltd., Singapore | 100.00 |
| via Precast Software Engineering Pte. Ltd., Singapore: | |
| Precast Software Engineering Co. Ltd., Shanghai, China | 100.00 |
| via SCIA Group International nv, Herk-de-Stad, Belgium: | |
|---|---|
| SCIA nv, Herk-de-Stad, Belgium | 100.00 |
| Scia do Brasil ltda, São Paulo, Brasil | 99.90 |
| via SCIA nv, Herk-de-Stad, Belgium: | |
| Scia Nederland BV, Arnhem, Netherlands | 100.00 |
| Scia France Sarl, Roubaix, France | 100.00 |
| Online Projects BVBA, Herk-de-Stad, Belgium - in liquidation | 70.00 |
| Scia Inc., Maryland, United States** | 100.00 |
| Scia CZ s.r.o., Brno, Czech Republic | 100.00 |
| via Scia CZ s.r.o., Brno, Czech Republic: | |
| Scia SK s.r.o., Zilina, Slovakia Republic | 100.00 |
| via Graphisoft SE European Company Limited by Shares, Budapest, Hungary: | |
| Graphisoft Deutschland GmbH, Munich | 100.00 |
| Graphisoft USA Inc., Waltham, Massachusetts, United States | 100.00 |
| Graphisoft Japan KK, Tokyo, Japan | 100.00 |
| Graphisoft UK Ltd., Uxbridge, Great Britain | 100.00 |
| Graphisoft Hong Kong Ltd., Hong Kong, China | 100.00 |
| Graphisoft Mexico S.A. de C.V., Mexico D.F., Mexico | 100.00 |
| GRAPHISOFT BRASIL SERVICOS DE TECNOLOGIA DA INFORMACAO LTDA, São Paulo, Brasil | 100.00 |
| via Graphisoft UK Ltd., Uxbridge, Great Britain: | |
| Bite Design Ltd., London, Great Britain | 100.00 |
| via Data Design System AS, Klepp Stasjon, Norway: | |
| DDS Building Innovation AS, Klepp Stasjon, Norway | 100.00 |
| Data Design System UK Ltd., Wiltshire, Great Britain | 100.00 |
| Data Design System GmbH, Ascheberg | 100.00 |
| Build segment | |
| via Bluebeam Holding, Inc., Delaware, United States (formerly: Nemetschek US, Inc.): | |
| Bluebeam Software, Inc., Pasadena, United States | 100.00 |
| via Bluebeam Software, Inc., Pasadena, United States: | |
| Bluebeam AB, Krisa, Sweden | 100.00 |
| via Nemetschek Austria Beteiligungen GmbH: | |
| NEVARIS Bausoftware GmbH, Mondsee, Austria | 50.10 |
| via NEVARIS Bausoftware GmbH, Mondsee, Austria: | |
| Nevaris BIM Software GmbH, Berlin | 86.50 |
| via Solibri Oy, Helsinki, Finland: | |
| SOLIBRI UK LTD., Newbury, Great Britain | 100.00 |
| Solibri LLC, Scottsdale, United States | 100.00 |
| Solibri DACH GmbH, Hamburg** | 100.00 |
| via Nemetschek Inc., Washington, United States:** | |
| Design Data Corporation, Lincoln, United States*** | 100.00 |
| Media & Entertainment segment | |
| via MAXON Computer GmbH, Friedrichsdorf: | |
| MAXON Computer Inc., Thousand Oaks, California, United States | 90.00 |
| MAXON Computer Canada Inc., Varennes, Canada | 100.00 |
| MAXON Computer Ltd., Bedford, Great Britain | 100.00 |
,QWKHƄVFDO\HDUWKHHQWLWLHVH[HUFLVHGWKHH[HPSWLRQVRI6HF +*%DVIROORZV
s2SWLRQQRWWRSUHSDUHQRWHVWRWKHƄQDQFLDOVWDWHPHQWVVRWKDWWKHDQQXDOƄQDQFLDOVWDWHPHQWVFRPSULVHDEDODQFHVKHHWDQGLQFRPHVWDWHPHQW
• Option not to prepare a management report.
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** These companies were founded in 2016.
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Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The costs for replacing a part of an item of property, plant and equipment are included in its carrying amount at the time the costs are incurred, provided they meet the recognition criteria. The costs of ongoing UHSDLUVDQGPDLQWHQDQFHDUHH[SHQVHGLPPHGLDWHO\LQSURƄWRUORVV
Depreciation is calculated on a straight-line basis over the following estimated useful lives of the assets:
| Useful life in years | |
|---|---|
| IT equipment | 3 |
| Motor vehicles | 5 |
| Factory equipment | 3 – 10 |
| Leasehold improvements | 5 – 10 |
Property, plant and equipment are derecognized upon disposal or ZKHQQRIXUWKHUHFRQRPLFEHQHƄWVDUHH[SHFWHGIURPWKHFRQWLQued use or sale of the asset. Gains or loss arising on derecognition of the asset are calculated as the difference between the net recoverable value and the carrying amount of the asset and are included LQSURƄWRUORVVLQWKHSHULRGLQZKLFKWKHDVVHWLVGHUHFRJQL]HG7KH historic cost and accumulated depreciation of the asset are eliminated from the balance sheet.
The residual values of the assets, useful lives and depreciation PHWKRGVDUHUHYLHZHGDWWKHHQGRIHDFKƄQDQFLDO\HDUDWWKHODWHVW and adjusted if necessary.
Business combinations are accounted for using the purchase method. Goodwill is initially measured at cost, which is the excess of the cost of the business combination over the Group's interest in the IDLUYDOXHVRIWKHDFTXLUHGLGHQWLƄDEOHDVVHWVOLDELOLWLHVDQGFRQWLQgent liabilities and agreed conditional considerations. Subsequent changes to the fair value of a conditional consideration which rep-UHVHQWVDQDVVHWRUDOLDELOLW\DUHUHFRUGHGWKURXJKSURƄWRUORVVLQ accordance with IAS 39.
Where put options are agreed on the additional purchase of minori-WLHV WKH*URXSDSSOLHV WKHqDQWLFLSDWHGDFTXLVLWLRQPHWKRGr\$Q\ resulting measurement changes in the purchase price liability are included in goodwill and do not impact income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash-generating units of the Group that are H[SHFWHGWREHQHƄWIURPWKHV\QHUJ\HIIHFWVRIWKHEXVLQHVVFRPELnation, irrespective of whether other assets or liabilities of the company acquired are assigned to those units.
Goodwill is tested for impairment at least once a year or whenever facts or changes in circumstances indicate that the carrying value may be impaired.
Borrowing costs are recognized as an expense when incurred. There is no capitalization of borrowing costs since the produc-WLRQRITXDOLƄHGDVVHWVLVQRWƄQDQFHGH[WHUQDOO\
Each unit or group of units to which the goodwill has been allocated represents the lowest level in the group at which goodwill can be monitored for internal management purposes.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognized.
Impairment losses relating to goodwill may not be reversed in future reporting periods.
Where goodwill forms part of a cash-generating unit, and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of under those circumstances is measured based on the relative values of the operation disposed of and the remaining part of the cash-generating unit.
7KHXVHIXOOLYHVRIDVVHWVDUHDVVHVVHGWREHHLWKHUƄQLWHRULQGHƄQLWH
,QWDQJLEOHDVVHWVZLWKƄQLWHOLYHVDUHDPRUWL]HGRYHUWKHXVHIXOOLIH and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and WKHDPRUWL]DWLRQPHWKRGIRUDQLQWDQJLEOHDVVHWZLWKDƄQLWHXVHIXO OLIHDUHUHYLHZHGDWOHDVWDWHDFKƄQDQFLDO\HDUHQG&KDQJHVLQWKH expected useful life or the expected pattern of consumption of IXWXUHHFRQRPLFEHQHƄWVHPERGLHGLQWKHDVVHWDUHDFFRXQWHGIRU by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.
,QWDQJLEOHDVVHWVZLWKDQLQGHƄQLWHXVHIXOOLIHDQGLQWDQJLEOHDVVHWV not yet ready for use are tested for impairment at least once a year either individually or at the cash-generating unit level. Such intangible assets are not amortized systematically. The useful life of an LQWDQJLEOHDVVHWZLWKDQLQGHƄQLWHOLIHLVUHYLHZHGDQQXDOO\WRGHWHU-PLQHZKHWKHU WKHLQGHƄQLWHOLIHDVVHVVPHQWFRQWLQXHV WREH VXSportable. Except for goodwill, as of December 31, 2016, there were QRLQWDQJLEOHDVVHWVZLWKDQLQGHƄQLWHOLIH
Intangible assets not acquired in a business combination are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization. At each closing
5HVHDUFKFRVWVDUHH[SHQVHGLQWKHSHULRGLQZKLFKWKH\DUHLQFXUUHG Development expenditure on an individual project is recognized as an intangible asset when the Group can cumulatively demonstrate all of the following:
date, a review is conducted to check whether the reasons for impairment still exist. The maximum amount for reversals of impairment losses is represented by acquisition costs less accumulated scheduled amortization.
Intangible assets not resulting from a purchase price allocation are amortized using the straight-line method over their normal useful lives of between three and eight years.
The intangible assets from the purchase price allocation are amortized as follows:
| Useful life in years | |
|---|---|
| Brand name | 10 – 15 |
| Software | 3 – 12 |
| Customer Relationship | 10 – 17 |
| Non-compete agreement | 2 |
Gains or loss arising from derecognition of an intangible asset are measured as the difference between the net realizable value and the FDUU\LQJDPRXQWRIWKHDVVHWDQGDUHUHFRUGHGWRSURƄWRUORVVZKHQ the asset is derecognized.
Following the initial recognition of the development expenditure, the cost model is applied. This requires that the asset be carried at production costs less any accumulated amortization. Amortization is charged upon completion of the development phase as soon as the asset can be used. It is amortized over the period in which future EHQHƄWVDUHH[SHFWHGHVWLPDWHGt\HDUV 'XULQJ WKHGHYHORSment phase the assets are tested for impairment once a year.
Development subsidies for basic research are recorded on the basis of hours worked. These are recognized as other operating LQFRPH LQ WKH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV *RYHUQPHQW grants are recognized at their fair value where there is reasonable
Inventories mainly comprise merchandise, which is carried at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the esti-
Prepaid expenses are expenses paid before the balance sheet date that relate to a certain period after that date.
&DVKDQGVKRUWWHUPGHSRVLWVLQWKHVWDWHPHQWRIƄQDQFLDOSRVLWLRQ comprise cash in hand, bank balances and short-term deposits with a maturity of three months or less, or can be available shortterm (less than three months). Cash and cash equivalents are measured at cost. Cash not available from rental guarantee deposits are disclosed as other assets.
&DVKDQGFDVKHTXLYDOHQWVLQWKHFRQVROLGDWHGFDVKƅRZVWDWHPHQW also include cash equivalents with original maturities of three months or less.
At each balance sheet date the Group assesses whether there are indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. The recoverable amount is determined for each individual asset value, XQOHVVWKHDVVHWGRHVQRWJHQHUDWHFDVKƅRZVWKDWDUHODUJHO\LQGHpendent of those from other assets or groups of assets. If the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and written down to its recoverable amount.
To the extent that no observable market value can be used as a basis, in order to determine value in use, the estimated future cash ƅRZVDUHGLVFRXQWHGWRWKHLUSUHVHQWYDOXHXVLQJDSUHWD[GLVFRXQW UDWH WKDW UHƅHFWV FXUUHQW PDUNHW H[SHFWDWLRQV ZLWK UHJDUG WR WKH LQWHUHVWHIIHFWDQGWKHULVNVVSHFLƄFWRWKHDVVHW,QGHWHUPLQLQJIDLU value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by measurement multiples or other available fair value indicators.
The Group determines at each balance sheet date whether there is any indication that goodwill is impaired. Goodwill is tested for impairment at least once a year. Impairment tests are also conducted if events or circumstances indicate that the carrying amount may be impaired.
The impairment loss is determined by calculating the recoverable amount of the cash-generating unit to which goodwill has been alloFor assets, excluding goodwill, an assessment is made at each balance sheet date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group makes an estimate of the recoverable amount.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in previous years. The reversal of an impairment loss is recognized in SURƄWRUORVV
The following criteria are also applied in assessing impairment of spe-FLƄFDVVHWV
cated. If the recoverable amount of the cash-generating unit is lower than its carrying amount, an impairment loss is recorded. Any impairment loss recognized on goodwill may not be reversed in a subsequent reporting period. The Group performs its impairment test of goodwill at least once a year, by December 31 at the latest.
reduced salability are accounted for using appropriate mark-downs.
mated costs necessary to make the sale. Estimated costs of completion are accounted for where appropriate. Inventory risks relating to
assurance that the grant will be received and all related conditions will be complied with. Special-purpose development subsidies are
treated as deductions from acquisition costs.
115
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ASSOCIATED COMPANIES
After application of the equity method, the Group determines whether it is necessary to recognize an additional impairment loss of the Group's investment in its associates. The Group determines at each balance sheet date whether there is any objective evidence that the
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Financial assets are recognized initially at fair value. In the case of ƄQDQFLDOLQYHVWPHQWVZKLFKDUHQRWFODVVLƄHGDWIDLUYDOXHWKURXJK SURƄWRUORVVWKHGLUHFWO\DWWULEXWDEOHWUDQVDFWLRQFRVWVDUHDGGLWLRQ-
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)LQDQFLDODVVHWVDWIDLUYDOXHWKURXJKSURƄWRUORVVLQFOXGHƄQDQFLDO DVVHWVKHOGIRUWUDGLQJDQGƄQDQFLDODVVHWVGHVLJQDWHGXSRQLQLWLDO UHFRJQLWLRQDVDWIDLUYDOXHWKURXJKSURƄWRUORVV)LQDQFLDODVVHWV DUHFODVVLƄHGDVKHOGIRUWUDGLQJLIWKH\DUHDFTXLUHGIRUWKHSXUSRVH RIVHOOLQJLQWKHQHDUIXWXUH7KLVFDWHJRU\LQFOXGHVGHULYDWLYHƄQDQcial instruments entered into by the Group that do not meet the KHGJHDFFRXQWLQJFULWHULDDVGHƄQHGE\,\$6'HULYDWLYHVLQFOXG-LQJVHSDUDWHO\UHFRJQL]HGHPEHGGHGGHULYDWLYHVDUHDOVRFODVVLƄHG as held for trading unless they are designated as effective hedging LQVWUXPHQWV)LQDQFLDODVVHWVDWIDLUYDOXHWKURXJKSURƄWRUORVVDUH carried in the balance sheet at fair value, whereby gains or losses
/RDQVDQGUHFHLYDEOHVDUHQRQGHULYDWLYHƄQDQFLDODVVHWVZLWKƄ[HG or determinable payments that are not quoted in an active market. 6XFKƄQDQFLDODVVHWVDUHFDUULHGDWDPRUWL]HGFRVWXVLQJWKHHIIHFtive interest rate method. Gains and losses are recognized in the consolidated statement of comprehensive income when the loans ing on the individual case, at asset level or at cash-generating unit level. Testing is also carried out if circumstances indicate that a value may be impaired.
investment in the associate is impaired. If this is the case, the amount RILPSDLUPHQWLVUHFRUGHGLQSURƄWRUORVVDVWKHGLIIHUHQFHEHWZHHQ the fair value of the investment in the associate and the cost of the investment.
ally accounted for which are directly attributable to the purchase of the asset.
3XUFKDVHVRUVDOHVRIƄQDQFLDODVVHWVWKDWUHTXLUHGHOLYHU\RIDVVHWV within a period established by regulation or convention in the corresponding marketplace (regular way purchases) are recognized at the trade date, i.e., the date that the Group commits to purchase or sell the asset.
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Derivatives embedded in host contracts are accounted for as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not carried at fair value. These embedded derivatives are measured at fair value with gains or losses arising from changes in fair value UHFRJQL]HG WKURXJK SURƄW RU ORVV 5HDVVHVVPHQW RQO\ RFFXUV LI WKHUHLVDFKDQJHLQWKHWHUPVRIWKHFRQWUDFWWKDWVLJQLƄFDQWO\PRG-LƄHV WKH FDVK ƅRZV WKDW ZRXOG RWKHUZLVH KDYH UHVXOWHGIURP WKH contract.
and receivables are derecognized or impaired, as well as through the amortization process. In addition to cash and cash equivalents, WKH*URXSFXUUHQWO\FDUULHVƄQDQFLDODVVHWVFRQVLVWLQJDOPRVWH[FOXsively of loans and receivables.
\$YDLODEOHIRUVDOH ƄQDQFLDO DVVHWV DUH QRQGHULYDWLYH ƄQDQFLDO DVVHWVWKDWDUHGHVLJQDWHGDVDYDLODEOHIRUVDOHRUDUHQRWFODVVLƄHG in any of the three preceding categories. After initial measurement, DYDLODEOHIRUVDOHƄQDQFLDODVVHWVDUHPHDVXUHGDWIDLUYDOXH8QUHalized gains or losses are recognized directly in equity. If the fair YDOXHFDQQRWEHGHWHUPLQHGUHOLDEO\1HPHWVFKHNPHDVXUHVƄQDQcial instruments available for sale at cost. This is the case for equity
7KHIDLUYDOXHRIƄQDQFLDOLQYHVWPHQWVWKDWDUHDFWLYHO\WUDGHGLQRUJDnized markets is determined by reference to quoted market bid pric-HVDWWKHFORVHRIEXVLQHVVRQWKHEDODQFHVKHHWGDWH)RUƄQDQFLDO investments where there is no active market, fair value is determined
Loans and receivables are measured at amortized cost. This is calculated using the effective interest method net of any impairment losses, taking into account any discount or premium on acquisition,
At each balance sheet date, the Group assesses whether there is any REMHFWLYHHYLGHQFHWKDWDƄQDQFLDODVVHWRUDJURXSRIƄQDQFLDODVVHWV LVLPSDLUHG\$ƄQDQFLDODVVHWRUDJURXSRIƄQDQFLDODVVHWVLVGHHPHG to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the LQLWLDOUHFRJQLWLRQRIWKHDVVHWDqORVVHYHQWr DQGWKDWORVVHYHQWKDV DQLPSDFWRQWKHHVWLPDWHGIXWXUHFDVKƅRZVRIWKHƄQDQFLDODVVHWRU WKHJURXSRIƄQDQFLDODVVHWVWKDWFDQEHUHOLDEO\HVWLPDWHG(YLGHQFH
For amounts due from customers carried at amortized cost, the *URXS ƄUVW DVVHVVHV LQGLYLGXDOO\ ZKHWKHU REMHFWLYH HYLGHQFH RI LPSDLUPHQWH[LVWVLQGLYLGXDOO\IRUƄQDQFLDODVVHWVWKDWDUHLQGLYLGX-DOO\VLJQLƄFDQWRUFROOHFWLYHO\IRUƄQDQFLDODVVHWVWKDWDUHQRWLQGL-YLGXDOO\VLJQLƄFDQW,I WKH*URXSGHWHUPLQHV WKDWQRREMHFWLYHHYL-GHQFH RI LPSDLUPHQW H[LVWVIRU DQ LQGLYLGXDOO\ DVVHVVHG ƄQDQFLDO DVVHWZKHWKHUVLJQLƄFDQWRUQRWLWLQFOXGHVWKHDVVHWLQDJURXSRI ƄQDQFLDO DVVHWVZLWK VLPLODU FUHGLW ULVN FKDUDFWHULVWLFV DQG FROOHFtively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment.
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using valuation techniques. Such techniques include using recent arm's length market transactions, reference to the current market value of another instrument, which is substantially the same, or dis-FRXQWHGFDVKƅRZDQDO\VLVDQGRWKHUYDOXDWLRQPRGHOV
and includes transaction costs and fees that are an integral part of the effective interest rate.
of impairment may include indications that the debtor or a group of GHEWRUVLVH[SHULHQFLQJVLJQLƄFDQWƄQDQFLDOGLIƄFXOW\GHIDXOWRUGHOLQquency in interest or principal payments, the probability that they will HQWHUEDQNUXSWF\RURWKHUƄQDQFLDOUHRUJDQL]DWLRQDQGZKHUHREVHUYable data indicate that there is a measurable decrease in the estimat-HGIXWXUHFDVKƅRZVVXFKDVFKDQJHVLQDUUHDUVRUHFRQRPLFFRQGLtions that correlate with defaults.
asset is reduced through an allowance account and the amount of WKHORVVLVUHFRJQL]HGLQSURƄWRUORVV,QWHUHVWLQFRPHFRQWLQXHVWR be accrued on the reduced carrying amount based on the original effective interest rate of the asset. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent reporting period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or UHGXFHGWKURXJKSURƄWRUORVVE\DGMXVWLQJWKHDOORZDQFHDFFRXQW If a receivable that has been written off is later deemed recoverable due to an event that occurred after it was written off, the relevant DPRXQWLVUHFRJQL]HGGLUHFWO\LQSURƄWRUORVV
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If there is objective evidence that an impairment loss on assets carried at amortized cost has been incurred, the amount of the impairment loss is measured as the difference between the asset's carrying DPRXQWDQGWKHSUHVHQWYDOXHRIHVWLPDWHGIXWXUHFDVKƅRZVZLWKWKH H[FHSWLRQRIIXWXUHFUHGLWGHIDXOWV GLVFRXQWHGDWWKHƄQDQFLDODVVHWpV original effective interest rate (i.e., the effective interest rate determined upon initial recognition). The carrying amount of the asset is reduced through an allowance account. The impairment loss is rec-
If an available-for-sale asset is impaired, an amount is transferred IURPHTXLW\WRSURƄWRUORVVUHSUHVHQWLQJWKHGLIIHUHQFHEHWZHHQLWV cost (net of any principal repayment and amortization) and current fair value (less any impairment loss on that asset previously recog-QL]HGLQSURƄWRUORVV 5HYHUVDOVLQ UHVSHFWRIHTXLW\LQVWUXPHQWV FODVVLƄHGDVDYDLODEOHIRUVDOHDUHQRWUHFRJQL]HGLQSURƄWRUORVV
\$ƄQDQFLDODVVHWRUZKHUHDSSOLFDEOHDSDUWRIDƄQDQFLDODVVHWRU SDUWRIDJURXSRIVLPLODUƄQDQFLDODVVHWV LVGHUHFRJQL]HGZKHQRQH of the following three conditions is met:
RJQL]HG LQ SURƄW RU ORVV ,I LQ D VXEVHTXHQW UHSRUWLQJ SHULRG WKH amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed. The new carrying amount of the asset may not exceed the amortized cost at the time the impairment loss is reversed. The impairment loss LVUHYHUVHGWKURXJKSURƄWRUORVV
5HYHUVDOVRILPSDLUPHQWORVVHVRQGHEWLQVWUXPHQWVFODVVLƄHGDV DYDLODEOH IRU VDOH DUH DFFRXQWHG IRU WKURXJK SURƄW RU ORVV LI WKH increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognized in SURƄWRUORVV
Where the Group has transferred its contractual rights to receive cash ƅRZV IURP DQ DVVHW DQG KDV QHLWKHU VXEVWDQWLDOO\ WUDQVIHUUHG QRU retained all the risks and rewards which are connected with ownership of this asset, and retains control of the asset, the transferred asset is recognized to the extent of the Group's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
)LQDQFLDOOLDELOLWLHVZLWKLQWKHVFRSHRI,\$6DUHFODVVLƄHGDVƄQDQ-FLDOOLDELOLWLHVDWIDLUYDOXHWKURXJKSURƄWRUORVVDVORDQVDQGERUrowings, or as derivatives designated as hedging instruments in an HIIHFWLYHKHGJHDVDSSURSULDWH7KH*URXSGHWHUPLQHVWKHFODVVLƄ-FDWLRQRILWVƄQDQFLDOOLDELOLWLHVDWLQLWLDOUHFRJQLWLRQ
7KHPHDVXUHPHQWRIƄQDQFLDOOLDELOLWLHVGHSHQGVRQWKHLUFODVVLƄFDtion as follows:
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)LQDQFLDO OLDELOLWLHV DUH FODVVLƄHG DV KHOG IRU WUDGLQJ LI WKH\ DUH acquired for the purpose of selling in the near future. This category
After initial recognition, interest-bearing loans are subsequently measured at amortized cost using the effective interest method.
\$ƄQDQFLDOOLDELOLW\LVGHUHFRJQL]HGZKHQ WKHREOLJDWLRQXQGHUWKH liability is discharged, cancelled or expires.
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7KH *URXS XVHV GHULYDWLYH ƄQDQFLDO LQVWUXPHQWV VXFK DVIRUZDUG exchange contracts and interest rate swaps to hedge its risks asso-FLDWHG ZLWK LQWHUHVW UDWH DQG IRUHLJQ FXUUHQF\ ƅXFWXDWLRQV 6XFK GHULYDWLYHƄQDQFLDOLQVWUXPHQWVDUHLQLWLDOO\UHFRJQL]HGDWIDLUYDOXH on the date on which a derivative contract is entered into and are VXEVHTXHQWO\ UHPHDVXUHGDWIDLU YDOXH'HULYDWLYH ƄQDQFLDOLQVWUXments are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
Financial liabilities are recognized initially at fair value and, in the case of loans, less directly attributable transaction costs.
7KH *URXSpV ƄQDQFLDO OLDELOLWLHV LQFOXGH WUDGH DQG RWKHU SD\DEOHV EDQNRYHUGUDIWIDFLOLWLHVORDQVDQGERUURZLQJVDQGGHULYDWLYHƄQDQcial instruments.
LQFOXGHVGHULYDWLYHƄQDQFLDOLQVWUXPHQWVHQWHUHGLQWRE\WKH*URXS WKDWGRQRWPHHWWKHKHGJHDFFRXQWLQJFULWHULDDVGHƄQHGE\,\$6 *DLQVRUORVVHVRQƄQDQFLDOOLDELOLWLHVKHOGIRUWUDGLQJDUHUHFRJ-QL]HGLQSURƄWRUORVV\$VRI'HFHPEHUZHUHH[FOXVLYHO\ ƄQDQFLDOGHEWVIRUFRQWLQJHQWSXUFKDVHSULFHSD\PHQWVDUHUHFRJ-QL]HGDWIDLUYDOXHWKURXJKSURƄWRUORVV
*DLQVDQGORVVHVDUHUHFRJQL]HGLQSURƄWRUORVVZKHQWKHOLDELOLWLHV are derecognized as well as through the amortization process.
OLW\ DUH VXEVWDQWLDOO\PRGLƄHG VXFK DQ H[FKDQJH RUPRGLƄFDWLRQ LV treated as a derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is rec-RJQL]HGDWYDOXHWKURXJKSURƄWRUORVV
Where the Group holds a derivative as an economic hedge for a period beyond twelve months after the balance sheet date, the GHULYDWLYHLVFODVVLƄHGDVQRQFXUUHQWRUVHSDUDWHGLQWRFXUUHQWDQG QRQFXUUHQWSRUWLRQVFRQVLVWHQWZLWKWKHFODVVLƄFDWLRQRIWKHXQGHUlying item.
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The Group uses foreign currency denominated loans and forward exchange contracts to manage some of its transaction exposures. 7KHVHIRUZDUGH[FKDQJHFRQWUDFWVDUHQRWGHVLJQDWHGDVFDVKƅRZ fair value or net investment hedges and are entered into for periods
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Trade payables and other liabilities are recognized at amortized cost.
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2EOLJDWLRQVDUHQRWUHFRJQL]HGLQWKHFRQVROLGDWHGƄQDQFLDOVWDWHments until their utilization is more than 50% likely. Contingent OLDELOLWLHVDUHGLVFORVHGLQ WKHQRWHV WR WKHFRQVROLGDWHGƄQDQFLDO
The company provides a company pension plan for certain employees. The provisions are measured every year by reputable independent appraisers. Provisions for pensions and similar obligations are determined using the projected unit credit method (IAS 19). The projected unit credit method considers each period of service as JLYLQJULVHWRDQDGGLWLRQDOXQLWRIEHQHƄWHQWLWOHPHQWDQGPHDVXUHV
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7KHVKDUHRIIDLUYDOXHVRIWKHLGHQWLƄDEOHDVVHWVDQGOLDELOLWLHVDWWULEutable to shares without controlling interest is allocated at the time the subsidiary is acquired. The losses allocable to shares without consistent with currency transaction exposures, generally 1 to 24 months. Such derivatives do not qualify for hedge accounting. At the closing date there were no open forward exchange contracts.
nized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
the balance sheet date where the interest effect is material. Where the Group expects some or all of a provision to be reimbursed (e.g. under an insurance contract) the reimbursement is recognized as a separate asset provided the reimbursement is virtually certain. The H[SHQVHUHODWLQJWRDQ\SURYLVLRQLVSUHVHQWHGLQSURƄWRUORVVQHWRI any reimbursement.
statements when the probability of their utilization is between 5% and 50%.
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controlling interest in a consolidated subsidiary may exceed the interest in the equity of the subsidiary related to these shares.
The determination of whether an arrangement is, or contains, a lease is based on the economic substance of the arrangement at WKHLQFHSWLRQGDWHDQGUHTXLUHVDQDVVHVVPHQWRIZKHWKHUWKHIXOƄOO-
Finance leases, which substantially transfer to the Group all the risks and rewards incidental to ownership of the leased asset, are capitalized at the inception of the lease. The leased asset is recognized at fair value, or at the present value of the minimum lease payments if this value is lower. A liability item of the same value is recorded as a lease liability. The lease liability is reduced and carried forward in sub-
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The calculation is based on the tax rate and tax laws applicable as of the balance sheet date.
Deferred tax is recognized using the liability method on all temporary differences as of the balance sheet date between the carrying amounts of the assets and liabilities in the balance sheet and their tax bases. Deferred tax liabilities are recognized for all taxable temporary differences.
(a) Where the deferred income tax liability arises from initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects QHLWKHUWKHDFFRXQWLQJSURƄWQRUWD[DEOHSURƄWRUORVVLWPD\QRWEH recognized.
(b) The deferred tax liability in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures may not be recognized if the entity controls the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carryforwards of unused tax credits and unused tax loss-HVWRWKHH[WHQWWKDWLWLVSUREDEOHWKDWWD[DEOHSURƄWZLOOEHDYDLODEOH against which the deductible temporary differences and the carryforwards of unused tax credits and unused tax losses can be utilized.
(a) Deferred tax assets relating to the deductible temporary differences arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of PHQWRIWKHDUUDQJHPHQWLVGHSHQGHQWRQWKHXVHRIDVSHFLƄFDVVHW or assets and the arrangement conveys a right to use the asset.
2SHUDWLQJOHDVHSD\PHQWVDUHUHFRJQL]HGDVDQH[SHQVHLQSURƄWRU loss on a straight-line basis over the lease term. Operating leases FRPSULVHRIƄFHEXLOGLQJVPRWRUYHKLFOHVDQGRWKHUWHFKQLFDOHTXLSment.
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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability settled, based on tax rate (and tax laws) that are applicable at the balance sheet date. Future changes in tax rates are taken into account at the balance sheet date to the extent that their material HIIHFWLYHQHVVFRQGLWLRQVKDYHEHHQIXOƄOOHGLQWKHFRXUVHRIWKHOHJLVlative process.
Deferred tax relating to items recognized directly in equity is similarly UHFRJQL]HGLQHTXLW\DQGQRWLQSURƄWRUORVV
Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to set off current tax assets against current tax liabilities and the deferred tax related to the same taxable entity and the same taxation authority.
5HYHQXHH[SHQVHVDQGDVVHWVDUHJHQHUDOO\UHFRJQL]HGQHWRI9\$7
The following are exceptions to this:
D :KHUHWKH9\$7LQFXUUHGRQDSXUFKDVHRIDVVHWVRUVHUYLFHVLV QRWUHFRYHUDEOHIURPWKHWD[DWLRQDXWKRULW\LQZKLFKFDVHWKH9\$7LV recognized as part of the cost of the asset or as part of the expense item as applicable.
5HYHQXHLVUHFRJQL]HGWRWKHH[WHQWWKDWLWLVSUREDEOHWKDWWKHHFR-QRPLFEHQHƄWVZLOOƅRZWRWKHFRPSDQ\IURPWKHWUDQVDFWLRQDQG WKHUHYHQXHFDQEHUHOLDEO\PHDVXUHG5HYHQXHLVUHFRJQL]HGQHWRI 9\$7DQGGLVFRXQWVZKHQGHOLYHU\KDV WDNHQSODFHDQG WUDQVIHURI ULVNVDQGUHZDUGVKDVEHHQFRPSOHWHG5HYHQXHIURPWKHSURYLVLRQ
The Nemetschek Group generally distinguishes between the recognition of revenue from the sale of goods and merchandise, revenue from the provision of services and revenue from royalties.
5HYHQXHIURPWKHVDOHRIJRRGVDQGPHUFKDQGLVHPXVWEHUHFRJnized (at a point in time) when all the following conditions are have EHHQVDWLVƄHG,\$6
5HYHQXHIURPWKHSURYLVLRQRIVHUYLFHVPXVWEHUHFRJQL]HGZKHQ ,\$6
(b) Trade receivables and trade payables that are stated with the DPRXQWRI9\$7LQFOXGHG
7KHQHWDPRXQWRI9\$7UHFRYHUDEOHIURPRUSD\DEOHWRWKHWD[DWLRQ authority is included as part of assets or liabilities in the balance sheet.
of services is recognized by reference to the percentage of completion when it can be measured reliably. The percentage of completion is determined based on surveys of work performed and is generally based on the hours worked in proportion to the budgeted total number of hours.
Customized construction contracts are concluded as contracts for ZRUNRU VHUYLFHVRUƄ[HGSULFHFRQWUDFWV,Q VXFKFDVHV UHYHQXH and income are calculated using the percentage of completion method provided that the prerequisites set out in IAS 11.23 are met. This involves recognizing the individual revenue components in accordance with the percentage of completion, measured by reference to the percentage of contract costs incurred up to the closing date as a percentage of estimated total contract costs.
This has the following implications for the Nemetschek Group:
CONSOLIDATED FINANCIAL STATEMENTS
The aforementioned criteria for the sale of goods and merchandise are generally applied, i.e., revenue is recognized when the software is sold.
7KHWUDQVIHURIOLFHQVHVLQUHWXUQIRUƄ[HGFRPSHQVDWLRQQRQUHFXUring licenses), which give the licensee unrestricted use, is a sales transaction from an economic perspective and can be fully recognized as income.
License fees and royalties resulting from the use of company assets (software) are recorded in accordance with the economic substance
In general, the aforementioned criteria for the sale of services are applied, i.e., revenue from maintenance contracts or services is rec-
The aforementioned criteria for the sale of services generally apply. 5HYHQXHLVUHFRJQL]HGXVLQJWKHSHUFHQWDJHRIFRPSOHWLRQPHWKRG
The aforementioned criteria for the sale of goods and merchandise generally apply, i.e., revenue is recognized when the hardware is sold (when the goods are delivered).
Interest income is recognized when interest accrues (using the effective interest method. i.e., the rate that exactly discounts esti-
Dividends are recognized when the right to receive the payment is established.
7KHUHVRXUFHDOORFDWLRQDQGWKHPHDVXUHPHQWRISURƄWDELOLW\RIWKH business segments are performed by the executive board as the main decision-maker. The allocation of segments and regions as ZHOODVWKHVHOHFWLRQRINH\ƄJXUHVLVLQDJUHHPHQWZLWKWKHLQWHUQDO FRQWUROOLQJ DQG UHSRUWLQJ V\VWHP qPDQDJHPHQW DSSURDFKr 7KH same accounting provisions are applicable as described for the *URXSLQWKHQRWHVWRWKHƄQDQFLDOVWDWHPHQWV
The operating business segments are organized and managed separately according to the nature of the products and services provided. RIWKHDJUHHPHQW5HYHQXHLVUHFRUGHGRQDVWUDLJKWOLQHEDVLVRYHU the term of the license agreement unless otherwise agreed.
1.2 Sales transactions via sales representatives/agents From an economic perspective, revenue is generally recorded when ownership and the incidental risks and rewards are transferred. However, if the seller is acting as an agent/representative, revenue is not recognized until the software/hardware has been sold to the ƄQDOFXVWRPHU
ognized straight-line over the period during which the service is rendered.
For pure servicing contracts, revenue is recognized in the period in which the service is rendered (consulting agreements).
In general, the aforementioned criteria for the sale of services are applied, i.e., revenue is recognized when the service is rendered.
PDWHGIXWXUH FDVK UHFHLSWVRYHU WKH H[SHFWHGOLIHRI WKH ƄQDQFLDO LQVWUXPHQWWRWKHQHWFDUU\LQJDPRXQWRIWKHƄQDQFLDODVVHW
Each segment represents a strategic business unit whose product range and markets differ from those of the other segments.
For the purpose of managing the company, management has split the Group into business segments and has four reportable segments worldwide: Design, Build, Manage and Media & Entertainment. The business segments Design, Build, Manage and Media & Entertainment form the basis for the segment reporting.
7UDQVIHU SULFHV EHWZHHQ RSHUDWLQJ VHJPHQWV DUH Ƅ[HG RQ DQ arm's length basis in a manner similar to transactions with third parties.
| Solutions: | ||
|---|---|---|
| PLANBAR | ||
| TIM | ||
The PLANBAR and TIM software systems make it possible to carry out all tasks involved in BIM precast parts design.
PLANBAR is the comprehensive solution for high-quality industrialized precast parts design – from precast parts of all kinds and various production types to series production and complex architectural elements as well as special parts.
TIM is a centralized hub that makes information and design functions available to all company divisions on the basis of 3D models. Serving as an integration platform, it combines CAD, ERP, production systems and mobile end devices.
Precast Software Engineering is a leading software company in the precast concrete parts industry.
Segment: Design, Build Company size: 42 employees
Locations:
Salzburg, Shanghai, Singapore
Website: www.precast-software.com
Precast elements: Oberndorfer
The new construction of the SK Rapid Stadium on the site of the former Gerhard Hanappi Stadium in Vienna was completed using around 11,000 precast concrete parts.
125
Events after the balance sheet date that provide additional information about the Group's position at the balance sheet date (report-DEOH HYHQWV KDYH EHHQ WDNHQ LQWR DFFRXQW LQ WKH ƄQDQFLDO VWDWH- ments as required. Non-adjusting events after the balance sheet GDWHDUHVWDWHGLQWKHQRWHVWRWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV if they are material.
&RPSDUHG WR WKH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV IRU WKH \HDU ending December 31, 2015, the following standards and interpreta-WLRQVKDYHFKDQJHGRUZHUHDSSOLHGIRUWKHƄUVWWLPHDVDUHVXOWRI EHLQJDGRSWHGE(8ODZRUEHFDXVHWKH\KDGEHFRPHPDQGDWRU\ IRUWKHƄUVWWLPH
The amendment to IAS 19 was published in November 2013 and is WREHDSSOLHGIRUWKHƄUVWWLPHLQWKHƄQDQFLDO\HDUEHJLQQLQJRQRU after February 1, 2015. The amendment governs the recording of contributions from employees or third parties to the pension plan as
7KHLPSURYHPHQWVWR,)56tUHODWHWRDFRPPRQVWDQdard which was published in December 2013, the content of which FRQVLVWHGRIDPHQGPHQWVWRYDULRXV,)56ZKLFKDUHDSSOLFDEOHWR ƄQDQFLDO \HDUV FRPPHQFLQJ RQ RU DIWHU )HEUXDU\ 7KH Group accounted for the following amendments to the extent appli-FDEOHLQWKHƄQDQFLDO\HDU
D UHGXFWLRQRI WKH VHUYLFHFRVW WR WKHH[WHQW WKDW WKLV UHƅHFWV WKH service provided in the reporting period. The amendment is to be DSSOLHG UHWURVSHFWLYHO\ 1R HIIHFWV RQ WKH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWVDURVHDVDUHVXOWRIWKHƄUVWWLPHDSSOLFDWLRQ
1RPDWHULDOHIIHFWVRQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDURVH DVDUHVXOWRIWKHƄUVWWLPHDSSOLFDWLRQ
7KHDPHQGHG,)56UHTXLUHVWKDWWKHSXUFKDVHURIDVKDUHLQD joint operation in which the activity constitutes a business operation has to apply the appropriate principles for accounting for business FRPELQDWLRQV LQ DFFRUGDQFH ZLWK ,)56 7KH DPHQGPHQWV DOVR clarify that a share in a joint operation held until now is not remeasured if a further share is acquired in the same joint operation maintaining the joint control. These amendments shall not be applied if the parties (including the reporting entity) which share joint control
are jointly controlled by the same ultimate controlling company. The DPHQGPHQWV UHODWH WRERWK WKH ƄUVWWLPHSXUFKDVHRI VKDUHVLQD joint operation as well as to the acquisition of further shares in the same joint operation. These regulations are applicable prospective-O\ IRU ƄQDQFLDO \HDUV EHJLQQLQJ RQ RU DIWHU -DQXDU\ 1R HIIHFWVRQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDURVHDVDUHVXOWRI WKHƄUVWWLPHDSSOLFDWLRQ
7KHDPHQGPHQWVFODULI\WKHSULQFLSOHLQFOXGHGLQ,\$6DQG,\$6 WKDWWKHUHYHQXHVUHƅHFWWKHRSHUDWLRQRIWKHEXVLQHVVWRZKLFKDQ asset belongs) and not the consumption of the future economic EHQHƄWVRIDQDVVHW&RQVHTXHQWO\DUHYHQXHEDVHGPHWKRGFDQ-QRWEHXVHGIRU WKHGHSUHFLDWLRQRIƄ[HGDVVHWVEXWUDWKHUtDQG RQO\LQYHU\OLPLWHGFDVHVtIRUWKHGHSUHFLDWLRQRILQWDQJLEOHDVVHWV 7KHVHDPHQGPHQWVDUHDSSOLFDEOHSURVSHFWLYHO\IRUƄQDQFLDO\HDUV beginning on or after January 1, 2016. No effects on the consolidat-HGƄQDQFLDOVWDWHPHQWVDURVHDVDUHVXOWRI WKHƄUVWWLPHDSSOLFDtion.
The amendments relate to the inconsistencies between the require-PHQWVRI,)56DQG,\$6LQFRQQHFWLRQZLWKWKHORVVRIFRQWURO over a subsidiary which is sold or brought into an associate or joint venture. The amendments clarify that the gain or loss from the sale or contribution of assets in such cases shall be fully recognized to WKHH[WHQWWKDWWKHDVVHWVUHSUHVHQWDEXVLQHVVRSHUDWLRQDVGHƄQHG LQ,)56\$OOJDLQVDQGORVVHVIURPWKHVDOHRUFRQWULEXWLRQRIDVVHWV which do not represent a business operation shall only be recog-QL]HGWRWKHH[WHQWRIWKHVKDUHRIWKHQRQDIƄOLDWHGRWKHULQYHVWRUV in the associated entity or joint venture. These amendments are DSSOLFDEOH SURVSHFWLYHO\ IRU ƄQDQFLDO \HDUV EHJLQQLQJ RQ RU DIWHU -DQXDU\1RPDWHULDOHIIHFWVRQWKHFRQVROLGDWHGƄQDQFLDO VWDWHPHQWVDURVHDVDUHVXOWRIWKHƄUVWWLPHDSSOLFDWLRQ
These amendments are intended to produce clarity on accounting for deferred tax assets from unrealized losses which arise from the fair value measurement of assets whose treatment has not hitherto EHHQXQLIRUPLQSUDFWLFH7KHDPHQGPHQWVVKDOODSSO\WRƄQDQFLDO years beginning on or after January 1, 2016. No material effects on WKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDURVHDVDUHVXOWRIWKHƄUVW time application.
The amendment permits entities to apply the equity method to investments in subsidiaries, joint ventures and associates in single HQWLW\ƄQDQFLDOVWDWHPHQWV(QWLWLHVWKDWDOUHDG\DSSO\,)56DFFRXQWing and decide to convert to the equity method in their single entity ƄQDQFLDO VWDWHPHQWV PXVW DSSO\ WKLV DPHQGPHQW UHWURVSHFWLYHO\ ,QLWLDOXVHUVRI,)56ZKRGHFLGHWRDSSO\WKHHTXLW\PHWKRGLQWKHLU VLQJOHHQWLW\ƄQDQFLDOVWDWHPHQWVPXVWDSSO\WKLVPHWKRGIURPWKH WLPHRIFRQYHUVLRQWR,)567KHLQWHUSUHWDWLRQVKDOODSSO\WRƄQDQcial years beginning on or after January 1, 2016. No material effects RQ WKH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV DURVH DV D UHVXOW RI WKH ƄUVWWLPHDSSOLFDWLRQ
The amendments should clarify questions which have arisen in the application of the exemption rule for investment companies under ,)56 7KH DPHQGPHQWV RI ,)56 VWDWH VSHFLƄFDOO\ WKDW WKH H[HPSWLRQIURPSUHSDULQJFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDSSOLHV to parent companies which are the subsidiary of an investment company to the extent that this investment company measures all of its subsidiaries at fair value. Furthermore, the amendments in ,)56 FODULI\ WKDW RQO\ VXEVLGLDULHV RI LQYHVWPHQW FRPSDQLHV which are themselves not investment companies and provide services for the purpose of supporting the investment company, are
7KHDPHQGPHQWVWR,\$63UHVHQWDWLRQRIƄQDQFLDOVWDWHPHQWVUHS-UHVHQWFODULƄFDWLRQUDWKHUWKDQDPDWHULDODPHQGPHQWWRWKHH[LVWLQJ requirements of IAS 1. The amendments specify the following:
consolidated. All other subsidiaries of an investment company shall EHPHDVXUHGDWIDLUYDOXH7KHDPHQGPHQWVWR,\$6VSHFLI\WKDW an investor may maintain the measurement at fair value of its shares in the subsidiary, which is applied by its associates or joint ventures FODVVLƄHGDVLQYHVWPHQWFRPSDQLHVLILWXVHV WKHHTXLW\PHWKRG 7KHVH DPHQGPHQWV DUH DSSOLFDEOH UHWURVSHFWLYHO\ IRU ƄQDQFLDO years beginning on or after January 1, 2016. No effects on the con-VROLGDWHG ƄQDQFLDO VWDWHPHQWV DURVH DV D UHVXOW RI WKH ƄUVWWLPH application.
The share of other comprehensive income of associated entities and joint ventures accounted for under the equity method shall be disclosed as one item, subdivided by whether this item can be UHFODVVLƄHG RU QRW LQ WKH VWDWHPHQW RI FRPSUHKHQVLYH LQFRPH LQ subsequent periods. Furthermore, the amendments clarify which requirements apply to the presentation of additional subtotals in the VWDWHPHQWRIƄQDQFLDOSRVLWLRQVWDWHPHQWRIFRPSUHKHQVLYHLQFRPH and statement of other comprehensive income. These amendments DUHDSSOLFDEOHIRUƄQDQFLDO\HDUVEHJLQQLQJRQRUDIWHU-DQXDU\ 1RPDWHULDOHIIHFWVRQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV DURVHDVDUHVXOWRIWKHƄUVWWLPHDSSOLFDWLRQ
7KHLPSURYHPHQWVIURPWKLVSURMHFWDUHDSSOLFDEOHIRUWKHƄUVWWLPH IRU ƄQDQFLDO \HDUV EHJLQQLQJ RQ RU DIWHU -DQXDU\ 7KH improvements include in detail:
❙ ,)561RQFXUUHQWDVVHWVKHOGIRUVDOHDQGGLVFRQWLQXHGRSHUations
The disposal of assets (or disposal groups) is generally by way RIVDOHRUGLVWULEXWLRQWRRZQHUV7KHDPHQGPHQWFODULƄHVWKDW the change from one of these disposal methods to another is not to be seen as a new disposal plan but as the continuation of the original plan. There is no interruption in the application of WKHUHTXLUHPHQWVRI,)567KLVDPHQGPHQWVKDOOEHDSSOLHG prospectively.
7KH DPHQGPHQW FODULƄHV WKDW D VHUYLFLQJ FRQWUDFW ZKLFK includes a fee, can represent a continuing involvement in a
7KHIROORZLQJ,)56VZHUHLVVXHGDWWKHEDODQFHVKHHWGDWHE\WKH IASB but are not mandatorily applicable until later reporting periods RUKDYHQRW\HWEHHQDGRSWHGLQWR(8ODZ7KH1HPHWVFKHN*URXS
CLARIFICATIONS CONCERNING IFRS 15: REVENUE FROM CONTRACTS WITH CUSTOMERS In the middle of April, 2016, the International Accounting Standards %RDUG,\$6% SXEOLVKHGWKHƄQDOFODULƄFDWLRQVRQLWVQHZVWDQGDUG IRUUHYHQXHUHDOL]DWLRQ,)565HYHQXHIURPFRQWUDFWVZLWKFXVtomers. The amendments clarify implementation issues expressed by the Joint Transition Resource Group for Revenue Recognition (TRG).
7KHQHZ,)56VWDQGDUGUHSODFHVWKHUXOHVWKDWSUHYLRXVO\GHƄQHG UHYHQXH 8QGHU ,)56 HQWLWLHV PXVW XVH D ƄYHVWHS PHWKRG WR determine at what time (or in which period) and to what amount they should record revenue. The model sets out that revenue is accounted for at the time (or over the period) of the transfer of control of the goods or services from the entity to its customers in an amount that UHƅHFWVWKHFRQVLGHUDWLRQWRZKLFKWKHHQWLW\H[SHFWVWREHHQWLWOHG 'HSHQGHQWRQWKHIXOƄOOPHQWRIFHUWDLQFULWHULDUHYHQXHLVUHFRUGHGDV follows:
❙ over a period such that the provision of services by the entity is UHƅHFWHG
❙ at the time at which the control over the goods or services is transferred to the customer.
ƄQDQFLDODVVHW8VLQJWKHSULQFLSOHVRI,)56RQFRQWLQXLQJLQYROYHment, an entity shall assess the type of fee and agreement in order to evaluate whether the disclosures are required. The assessment of which servicing contracts represent a continuing involvement has to be made retrospectively. The required disclosures do not, however, have to be made for reporting periods which commence EHIRUHWKHƄQDQFLDO\HDULQZKLFKWKHHQWLW\DSSOLHVWKHDPHQGPHQW IRUWKHƄUVWWLPH
7KHDPHQGPHQWFODULƄHVWKDWWKHGLVFORVXUHUHTXLUHPHQWVIRURIIVHW-WLQJDUHQRWDSSOLFDEOH WRFRQGHQVHGLQWHULP ƄQDQFLDO VWDWHPHQWV unless such disclosures represent material current developments compared to the information published in the last annual report. This amendment shall be applied retroactively. No material effects RQ WKH FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV DURVH DV D UHVXOW RI WKH ƄUVWWLPHDSSOLFDWLRQ
has decided not to exercise the possible option of early application of standards and interpretations which are not mandatorily applicable until later reporting periods.
7KHVHLVVXHVFRQFHUQWKHLGHQWLƄFDWLRQRISHUIRUPDQFHREOLJDWLRQV application guidelines for principal-agent relationships and licenses for intellectual property (IP) as well as transition provisions. In addition, the amendments are to ensure a more consistent procedure IRUWKHLPSOHPHQWDWLRQRI,)56DQGUHGXFHWKHFRVWDQGFRPplexity associated with this application. The amendments go into HIIHFW-DQXDU(QWLWLHVPXVWDSSO\WKHVHDPHQGPHQWVUHWrospectively.
(QWLWLHVDFFRXQWLQJLQDFFRUGDQFHZLWK,)56PXVWXVHWKHQHZVWDQ-GDUGIRUWKHƄUVWWLPHRQRUDIWHU-DQXDU(DUOLHUDSSOLFDWLRQ is permitted. The Nemetschek Group did not exercise this option.
,QWKHƄQDQFLDO\HDUWKH*URXSXQGHUWRRNDGHWDLOHGHYDOXDWLRQ of the contracts with customers. As part of the analysis, the following areas of revenue recognition in particular were observed:
Contracts with customers under which the sale of software licenses represents the only performance obligation are not expected to be affected by any change in sales recognition. The Group expects revenue to be recognized at the point in time at which control over the asset is transferred to the customer. As in the past, this is generally the case for the delivery of software licenses.
(b) Performance obligations as part of software service contracts The performance obligations as in the case of software service contracts can be subdivided into two material obligations. One performance obligation covers software support, which is made available to the customer for the entire term of the contract. Furthermore, the software versions of the software are made available to customers with software maintenance contracts. However, it is at the discretion of the Group at which intervals new versions of the software are pro-YLGHG DQG ZKLFKIXQFWLRQDOLWLHV DUH UHWDLQHGPRGLƄHG UHGXFHGRU expanded. This entitlement to a software version, which is not spec-LƄHGIXUWKHULVUHFRJQL]HGIRUWKHWHUPRIWKHVRIWZDUHVHUYLFHFRQ-WUDFWDVSHU,)567KXVRQWKHEDVLVRIWKHFXUUHQWVRIWZDUHVHUvice contracts, this results in no adaptations with regard to revenue recognition.
The IASB published the new standard on accounting for leases in January 2016. This requires that the lessee recognizes the right of use of the leasing asset and a corresponding leasing liability for most leasing arrangements. There are, on the other hand, slight FKDQJHVIRUOHVVRUVFRPSDUHGWRWKHFODVVLƄFDWLRQRIDQGDFFRXQW-LQJIRUOHDVHVXQGHU,\$6,)56UHTXLUHVH[WHQGHGQRWHGLVFOR-VXUHV IURP ERWK WKH OHVVHH DQG WKH OHVVRU ,)56 VKDOO LQLWLDOO\ DSSO\ WR ƄQDQFLDO \HDUVZKLFKEHJLQRQRUDIWHU -DQXDU\ (DUOLHUDSSOLFDWLRQLVSHUPLWWHGXQGHUWKHFRQGLWLRQWKDW,)56LV DOUHDG\EHLQJDSSOLHGRUZLOOEHDSSOLHGDWWKHVDPHWLPHDV,)56 DQG WRJHWKHU ZLWK ,)56 7KH *URXS LQWHQGV WR DSSO\ WKH QHZ standard as of the date it becomes effective. Based on an initial analysis, the following effects listed below were determined. However, the analysis is not yet concluded and is updated on an ongoing basis by the Group in light of the development of interpreting ,)56
To date, the Group mainly has operating leasing arrangements for UHDO HVWDWH DV ZHOO DV IRU PRYDEOH DVVHWV RIƄFH HTXLSPHQW DQG PRWRUYHKLFOHV 8SWRQRZSD\PHQWREOLJDWLRQVIRURSHUDWLQJOHDVH arrangements needed to be disclosed only in the notes. In future,
,Q-XO\,\$6%LVVXHGWKHƄQDOYHUVLRQRI,)56)LQDQFLDOLQVWUXments, which replaces IAS 39 as well as all previous versions of ,)56,)56XQLWHV WKH WKUHHSURMHFWSKDVHVRI DFFRXQWLQJIRU ƄQDQFLDO LQVWUXPHQWV q&ODVVLƄFDWLRQ DQG PHDVXUHPHQWr q,PSDLU-PHQWrDQGq+HGJHDFFRXQWLQJr,)56LQLWLDOO\DSSOLHVWRƄQDQFLDO \HDUVZKLFKEHJLQRQRUDIWHU-DQXDU(DUOLHUDSSOLFDWLRQLV
7KHUHSUHVHQWDWLRQDQGGLVFORVXUHUHTXLUHPHQWVRI,)56JRZHOO beyond the provisions of the current standards. The new representation requirements are a material change vis-à-vis the current practice and will require considerably more information in the consolidated ƄQDQFLDOVWDWHPHQWVLQIXWXUH
,)56UHTXLUHVTXDQWLWDWLYHDQGTXDOLWDWLYHGLVFORVXUHVRQWKHVXEdivision of revenue, on performance obligations and contract balanc-HVDVZHOODVVLJQLƄFDQWGLVFUHWLRQDU\GHFLVLRQVDQGFDSLWDOL]HGFRQ-WUDFWFRVWVPDQ\RIWKHVHGLVFORVXUHSURYLVLRQVDUHFRPSOHWHO\QHZ
Currently the Group will develop suitable systems and guidelines for recording and reporting the required information.
however, the rights and obligations resulting from these leasing DUUDQJHPHQWV PXVW EH UHFRJQL]HG LQ WKH VWDWHPHQW RI ƄQDQFLDO position as an asset (right to the use of the leasing asset) and as a debt (leasing liability). The Group expects this to result in an increase LQWKHEDODQFHVKHHWWRWDODWWKHWLPHRIƄUVWXVH
In view of the scope of the leasing arrangements to be recorded in WKH ƄQDQFLDO VWDWHPHQWVLQIXWXUHSHULRGVE\ WKHOHVVHHZHGUDZ DWWHQWLRQIXUWKHU WR WKHGLVFORVXUHVUHJDUGLQJƄQDQFLDOREOLJDWLRQV To date, the expense arising from operating lease arrangements has been disclosed in the statement of comprehensive income under other operating expenses. In the future, depreciation of the right of use and interest expenses for leasing liabilities will be disclosed instead.
,QWKHFDVKƅRZVWDWHPHQWSD\PHQWVIRURSHUDWLQJOHDVHDUUDQJH-PHQWV WR GDWH KDYH EHHQ GLVFORVHG LQ FDVK ƅRZ IURP RSHUDWLQJ activities. In future, payments for operating leasing arrangements will be split into interest payments and principal payments. While LQWHUHVWSD\PHQWVZLOOFRQWLQXH WREHGLVFORVHGLQFDVKƅRZIURP operating activities, principal payments will be allocated to cash ƅRZIURPƄQDQFLQJDFWLYLWLHV
permitted. With the exception of hedge accounting, the standard is to be applied retrospectively, but disclosure of comparative information is not required. The rules for hedge accounting are to be applied prospectively except for a few exceptions. As things stand, Nemetschek Group does not expect any material effects on its con-VROLGDWHGƄQDQFLDOVWDWHPHQWV
7KHDPHQGPHQWFODULƄHVKRZDFRPSDQ\PXVWFRQVLGHUZKHWKHU tax laws restrict the sources for income which is taxable in future, against which deductions from the divestment of the corresponding deductible temporary differences can be utilized. Furthermore, the amendment contains guidelines as to how a company is to determine future taxable income, and explains the circumstances in
7KHDPHQGPHQWWR,\$6&DVKƅRZVWDWHPHQWVLVSDUWRIWKHSXEOLcation initiative of the IASB and obliges companies to make disclo-VXUHVZKLFKHQDEOHXVHUVRIƄQDQFLDOVWDWHPHQWVWRUHFRJQL]HFDVK DQGQRQFDVKFKDQJHVWRGHEWVUHVXOWLQJIURPƄQDQFLQJDFWLYLWLHV 7KHƄUVWWLPHWKHDPHQGPHQWLVXVHGFRPSDQLHVGRQRWQHHGWR which future taxable income can contain amounts from the recognition of assets which exceed their carrying amount. This amend-PHQWLVWREHDSSOLHGWRƄQDQFLDO\HDUVWKDWEHJLQRQRUDIWHU-DQXary 1, 2017. The Nemetschek Group does not expect any material effects.
disclose comparative information for previous reporting periods. 7KLVDPHQGPHQWLVWREHDSSOLHGWRƄQDQFLDO\HDUVWKDWEHJLQRQRU after January 1, 2017. The Nemetschek Group does not expect any material effects.
7KH,\$6%LVVXHGDQDPHQGPHQWWR,)566KDUHEDVHGSD\PHQW which addresses three main areas: The effects of exercise conditions on the measurement of share-based payment transactions ZLWK FDVK VHWWOHPHQW WKH FODVVLƄFDWLRQ RI VKDUHEDVHG SD\PHQW WUDQVDFWLRQVZLWKQHWIXOƄOOPHQWSURYLVLRQVZLWKDOHJDOREOLJDWLRQWR UHWDLQZLWKKROGLQJWD[DQGWKHDFFRXQWLQJRIVKDUHEDVHGSD\PHQW WUDQVDFWLRQVZLWKFDVKVHWWOHPHQWLQWKHFDVHRIDPRGLƄFDWLRQRILWV FRQGLWLRQV ZKLFK UHVXOWV LQ FODVVLƄFDWLRQ DV D VKDUHEDVHG SD\ ment transaction with equity settlement. The amendment is to be DSSOLHG WR ƄQDQFLDO \HDUV WKDWEHJLQRQRU DIWHU -DQXDU\ Advance application is permitted. This amendment will have no HIIHFWVRQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVRIWKH1HPHWVFKHN Group.
,Q6HSWHPEHUWKH,\$6%LVVXHGDQDPHQGPHQWWR,)568VH RI,)56)LQDQFLDOLQVWUXPHQWVWRJHWKHUZLWK,)56,QVXUDQFHFRQtracts. The amendments are to address current concerns with UHJDUG WR WKHGLIIHUHQWSRLQWVLQ WLPH WKDW,)56)LQDQFLDOLQVWUX-
ments and the new standard for accounting insurance contracts FRPH LQWR HIIHFW:LWK WKH DSSOLFDWLRQ RI,)56 )LQDQFLDO LQVWUXments these amendment provisions are also relevant.
,QWKHSURFHVVRISUHSDULQJWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV management has made discretionary decisions, estimates and assumptions that have an effect on the income, expenses, assets and liabilities recognized as at the closing date as well as on the disclosure of contingent liabilities. The uncertainty relating to these assumptions and estimates could lead to results that may require material adjustment to the carrying amounts of the assets and liabilities concerned in the future. The most important assumptions concerning the future and other key sources of estimation uncertainty WKDWKDYHDVLJQLƄFDQWULVNRIFDXVLQJDPDWHULDODGMXVWPHQWWRWKH FDUU\LQJDPRXQWVRIDVVHWVDQGOLDELOLWLHVZLWKLQ WKHQH[WƄQDQFLDO year are analyzed below:
The Group assesses at each balance sheet date whether there are DQ\LQGLFDWLRQVWKDWDQRQƄQDQFLDODVVHWPD\EHLPSDLUHG*RRG-ZLOODQGRWKHULQWDQJLEOHDVVHWVZLWKLQGHƄQLWHXVHIXOOLYHVDVZHOODV intangible assets not yet available for use are tested for impairment at least once a year or whenever there is evidence that they might be impaired. The determination of the recoverable amount of an asset or cash-generating unit, in connection with which the asset JHQHUDWHVLQGHSHQGHQWFDVKLQƅRZVLVDVVRFLDWHGZLWKHVWLPDWHV E\FRPSDQ\PDQDJHPHQW7KHVHHVWLPDWHVDUHLQƅXHQFHGE\FHUtain factors such as expected economic development or successful integration of acquired companies. The recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. Nemetschek generally determines these amounts using discounted FDVKƅRZPHDVXUHPHQWV7KHGLVFRXQWHGFDVKƅRZVDUHEDVHGRQ a three-year forecast. The forecasts account for experiences of the past and current operative results and are based on market assumptions as well as management's best estimate of future develop-PHQWV &DVK ƅRZV RXWVLGH WKH IRUHFDVW SHULRG DUH H[WUDSRODWHG with the application of individual growth rates. Important assumptions upon which the recoverable amount is based include growth rates and weighted average capital cost rates. The estimates and WKHPHWKRGRQZKLFKWKLVLVEDVHGFDQKDYHDVXEVWDQWLDOLQƅXHQFH on the relevant values and, ultimately, on the amount of a potential impairment loss on the asset to be tested. The estimates of growth UDWHVDFFRXQWIRULQƅDWLRQDQGPDUNHWJURZWKH[SHFWDWLRQV2WKHU QRQƄQDQFLDO DVVHWV DUH WHVWHGIRU LPSDLUPHQWZKHQ WKHUH LV HYLdence that their carrying amount might exceed their recoverable amount. Estimating a value in use requires management to make an HVWLPDWHRIWKHH[SHFWHGIXWXUHFDVKƅRZRIWKHDVVHWRUFDVKJHQerating unit and also choose a suitable discount rate in order to FDOFXODWHWKHSUHVHQWYDOXHRIWKRVHFDVKƅRZV
As part of the purchase price allocation, the purchased assets and OLDELOLWLHVDGRSWHGDUHƄUVWO\LGHQWLƄHG7KHIDLUYDOXHRIWKHPDWHULDO intangible assets is determined using the relief from royalty method and the residual value method. The relief from royalty method accounts for the discounted payments of usage fees which are expected to be saved since the patents or brand names are owned by the company itself. The residual value method accounts for the
DEFERRED TAX ASSETS
Deferred tax assets are recognized for all unused tax losses to the H[WHQWWKDWLWLVSUREDEOHWKDWWD[DEOHSURƄWZLOOEHDYDLODEOHLQWKH future so that the loss carryforwards can actually be utilized. A sig-QLƄFDQWGHJUHHRIMXGJHPHQWPXVWEHH[HUFLVHGE\PDQDJHPHQWWR
The provision for doubtful trade receivables uses estimates and judgements of individual receivables that are based on the credit-
7KHFRVWRIGHƄQHGEHQHƄWSODQVLVGHWHUPLQHGXVLQJDFWXDULDOYDOuations. The actuarial calculation is based on assumptions concerning discount rates, expected future increases in salaries and
Development costs are capitalized in accordance with the account-LQJSROLFLHVLQ WKHVHQRWHV,Q WKHƄQDQFLDO\HDUQRQHRIWKH H[SHFWHGQHWFDVKƅRZVJHQHUDWHGE\FXVWRPHUUHODWLRQVKLSVZLWK WKHH[FHSWLRQRIDOOFDVKƅRZVZKLFKDUHFRQQHFWHGWRVXSSRUWLQJ assets. If, within one year from the time of acquisition, new information on facts and circumstances becomes known, which existed at the time of acquisition and would have led to adjustments to the fair values recognized as part of the purchase price allocation, the accounting value of the business acquisition is adjusted.
determine the amount of deferred tax assets that can be recog-QL]HGEDVHGXSRQWKHOLNHO\WLPLQJDQGOHYHORIIXWXUHWD[DEOHSURƄWV together with future tax planning strategies.
worthiness of the relevant customer, current economic development and analysis of the aging structure of receivables.
pensions and mortality rates. Due to the long-term nature of these SODQV VXFK HVWLPDWHV DUH VXEMHFW WR VLJQLƄFDQW XQFHUWDLQW\ 7KH assumptions are reviewed at each balance sheet date.
GHYHORSPHQW SURMHFWVIXOƄOOHG WKH FDSLWDOL]DWLRQ FULWHULD RI ,\$6 and consequently nothing was capitalized.
7KH *URXSpV FRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV DUH SUHSDUHG LQ (85ZKLFKLVWKH*URXSpVSUHVHQWDWLRQFXUUHQF(DFKHQWLW\LQWKH Group determines its own functional currency. That is the currency of the primarily economic environment in which the company oper-DWHV,WHPVLQFOXGHGLQ WKHƄQDQFLDOVWDWHPHQWVRIHDFKHQWLW\DUH measured using the functional currency. Transactions in foreign currencies are initially recorded in the functional currency at the spot rate of the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency exchange spot rate as at the balance sheet date. Foreign exchange differences are recorded WRSURƄWRUORVV
Non-monetary items that are measured at historical acquisition or production cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates applicable at the date when the fair value is determined.
Currency translation differences on foreign currency borrowings represent the exception to this where these are accounted for as hedges to a net investment in a foreign operation. These are taken directly to equity until the disposal of the net investment, at which WLPHWKH\DUHUHFRJQL]HGLQSURƄWRUORVV'HIHUUHGWD[HVDWWULEXWDEOH to exchange differences on those foreign currency borrowings are also taken directly to equity. The assets and liabilities of the foreign FRPSDQ\DUHWUDQVODWHGLQWR(85}DWWKHFORVLQJGDWHLQFOXGLQJDQ\ hidden reserves realized as part of a purchase price allocation, as well as goodwill). Income and expenses are translated at the average exchange rate. Any resulting exchange differences are recognized separately in equity.
Exchange rate differences arising on the settlement of monetary items at rates different from those at which they were initially recorded during the period are recognized as other operating income or other operating expenses in the period in which they arose.
The following exchange rates are used for translation of currencies LQFRXQWULHVRXWVLGHWKH(XURSHDQ&XUUHQF\8QLRQ
| Currency | Average exchange rate in 2016 |
Exchange rate as of December 31, 2016 |
Average exchange rate in 2015 |
Exchange rate as of December 31, 2015 |
|---|---|---|---|---|
| (85}86' | 1.11 | 1.05 | 1.11 | 1.09 |
| (85}&+) | 1.09 | 1.07 | 1.07 | 1.08 |
| (85}&=. | 27.03 | 27.02 | 27.28 | 27.02 |
| (85}58% | 74.14 | 64.30 | 68.07 | 80.67 |
| (85}-3< | 120.20 | 123.40 | 134.31 | 131.07 |
| (85}+8) | 311.44 | 309.83 | 310.00 | 315.98 |
| (85}*%3 | 0.82 | 0.86 | 0.73 | 0.73 |
| (85}%5/ | 3.86 | 3.43 | 3.70 | 4.31 |
| (85}0;1 | 20.67 | 21.77 | 17.62 | 18.91 |
| (85}12. | 9.29 | 9.09 | 8.95 | 9.60 |
| (85}6*' | 1.53 | 1.52 | 1.53 | 1.54 |
| (85}&1< | 7.35 | 7.32 | 6.97 | 7.06 |
| (85}&\$' | 1.47 | 1.42 | 1.42 | 1.51 |
| (85}6(. | 9.47 | 9.55 | 9.35 | 9.19 |
The group of companies consolidated is the same as at December 31, 2015, except for the following changes:
8QGHUWKHSXUFKDVHDJUHHPHQWRI-XO\1HPHWVFKHN6( purchased 100% of the shares in Design Data Corporation, Lincoln, 86\$7KHWUDQVIHURIEHQHƄWVDQGHQFXPEUDQFHVZDVFRPSOHWHGDV of the end of August 1, 2016. For this acquisition of shares, there ZHUHSD\PHQWV DPRXQWLQJ WR(85} N86' N LQ WKH ƄQDQFLDO\HDU,QDGGLWLRQWRWKLVƄ[HGSXUFKDVHSULFHFRPSRnent, a further variable purchase price payment was agreed. The variable purchase price payment is determined based on the reve-QXHVLQYRLFHGDQGRQ(%,7'\$LQWKHƄQDQFLDO\HDU,QDFFRU-GDQFHZLWKWKHSUHOLPLQDU\EXGJHWVIRUWKHƄQDQFLDO\HDUWKH company is expecting subsequent purchase price payments of (85}NGLVFRXQWHG(85}N 7KHDVVHVVPHQWLVEDVHGRQ WKHH[SHFWHGYDOXHRI WKH WDUJHWqVDOHVLQYRLFHGrLQRI86' N'HSHQGLQJRQWKHWDUJHWWKHUHZLOOEHDQDGGLWLRQDOSXU-FKDVHSULFHRI(85}N86'N ,I WKH WDUJHWDPRXQWRI qVDOHV LQYRLFHGr LV QRW UHDFKHG VXEVHTXHQWSXUFKDVHSULFHSD\ ments will not be paid. Design Data is allocated to the Build segment due to the strong customer link to construction companies.
As part of the preliminary purchase price allocation, mainly intangi-EOHDVVHWVRI(85}NZHUHUHFRUGHGIRUWHFKQRORJ\FXVWRPHU relationships and brand names. The allocation to individual intangi-EOH DVVHWV LV VKRZQ XQGHU 1RWH *RRGZLOO RI (85} N includes intangible assets that are not separable such as technical knowledge of the employees and expected synergy effects. For tax purposes, it was possible to recognize goodwill in the amount of (85}N7D[UHOHYDQWJRRGZLOOLVDPRUWL]HGRYHU\HDUV
Design Data is a leading provider of software solutions for steel detailing that uses the digital work method Building Information Modeling (BIM) in the building process. The BIM platform from Design Data is an innovative complete solution that covers the HQWLUH ZRUNƅRZ LQ VWHHO FRQVWUXFWLRQ IURP VWUXFWXUDO HQJLQHHULQJ calculations and detailing all the way to production and execution of WKHEXLOGLQJZRUN'HVLJQ'DWDpVSUHPLXPVROXWLRQt6'6'HWDLO-LQJtRIIHUV WKHKLJKHVWOHYHORIDXWRPDWLRQDQGLQWHOOLJHQFHLQ' detailing for steel constructions.
&XVWRPHUV LQFOXGH HQJLQHHULQJ RIƄFHV VWHHO FRQVWUXFWLRQ FRPSDnies, building companies and detailers. With around 6,000 users, Design Data holds a market share of about 45% in North America. As DQDGYRFDWHRIRSHQVWDQGDUGV'HVLJQ'DWDLVDƄWIRUWKHSKLORVRSK\ of the Nemetschek Group, which promotes and advances the linking of various software solutions throughout the design and building pro-FHVVq2SHQ%,0r \$WWKHVDPHWLPHWKH1HPHWVFKHN*URXSpVLPDJH LQWKH86DVDQ2SHQ%,0SURYLGHUZLOOEHJUHDWO\UHLQIRUFHG,IWKH company had belonged to the Nemetschek Group for the entire ƄQDQFLDO\HDUWKHFRPSDQ\ZRXOGKDYHKDGDUHYHQXHLQWKH DPRXQWRI(85}PLOOLRQDQGDQ(%,7'\$
RI(85}PLOOLRQ WR consolidated earnings respectively. Since the Group's membership RQ\$XJXVWUHYHQXHVZHUHJHQHUDWHGRI(85}PLOOLRQDQG DQ(%,7\$RI(85}PLOOLRQ
| Thousands of € | 2016 |
|---|---|
| *RRGZLOO | 29,110 |
| Other intangible assets | 15,962 |
| Property, plant and equipment | 120 |
| Other non-current assets | 46 |
| Trade accounts receivable | 3,065 |
| Other current assets | 113 |
| Cash and cash equivalents | 2,016 |
| Total assets acquired | 50,433 |
| Deferred tax liabilities | 169 |
| Other current provisions | 1,909 |
| Trade accounts payable | 116 |
| Other current liabilities | 3,967 |
| Total liabilities assumed | 6,161 |
| Net assets acquired | 44,271 |
| Purchase price | 44,271 |
* EBITDA = EBIT + Depreciation/Amortization
8QGHUWKHSXUFKDVHDJUHHPHQWRI'HFHPEHU1HPHWVFKHN SE purchased 100% of the shares of Solibri Oy, Helsinki, Finland. The WUDQVIHURIEHQHƄWVDQGHQFXPEUDQFHVZDVFRPSOHWHGDVRIWKHHQG RI'HFHPEHU,Q WKHƄQDQFLDO \HDU6ROLEULDFKLHYHG UHYHQXHVLQWKHDPRXQWRI(85}PLOOLRQDQGDQ(%,7\$RI(85} million. As a result of the time of acquisition on December 30, 2015, QRSURƄWRUORVVZDVDGRSWHGLQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV IRUWKHƄQDQFLDO\HDU
Solibri is a globally leading and internationally positioned producer of software solutions for the quality assurance and quality control of Building Information Modeling (BIM), the digital work method for GHVLJQLQJFRQVWUXFWLQJDQGRSHUDWLQJEXLOGLQJV7KHq6ROLEUL0RGHO &KHFNHUrFKHFNVWKDW%,0PRGHOVLQSDUWLFXODUDUHFRPSOLDQWLQWHUPV RI LQWHJULW\ TXDOLW\ DQG FRXQWU\VSHFLƄF VWDQGDUGV WKURXJKRXW WKH entire design and building process. The review of entire projects in accordance with logical analysis rules that detect errors is globally XQLTXH6ROLEULtOLNHDOOWKHEUDQGVRIWKH1HPHWVFKHN*URXStLVD proponent of open standards (Open BIM) so that building-relevant information can be transferred via open interfaces across all stages in the building process. For this acquisition of shares, there were pay-PHQWVDPRXQWLQJWR(85}NDVDW'HFHPEHU,QDGGL-WLRQWRWKLVƄ[HGSXUFKDVHSULFHFRPSRQHQWDIXUWKHUYDULDEOHSXUchase price payment was agreed. The variable purchase price payment is determined based on the invoiced revenues and on (%,7'\$LQWKHƄQDQFLDO\HDU
\$FFRUGLQJWRWKHFXUUHQWSODQVIRUWKHƄVFDO\HDUWKHFRPSDQ\ H[SHFWV DQ DGGLWLRQDO SXUFKDVH SULFH RI (85} N GLVFRXQWHG (85}N IRUPHUO(85}NGLVFRXQWHG(85}N 7KLV DVVHVVPHQWLVEDVHGRQWKHH[SHFWHGYDOXHRIWKHWDUJHWqLQYRLFHG UHYHQXHVr LQ ZKLFK DUH LQ WKH UDQJH RI (85} N WR (85}N7KLVH[SHFWHGYDOXHLVEDVHGRQDSUREDELOLW\HVWLPDWH IRUWKHGLIIHUHQWVFHQDULRVRIWKHWDUJHWqLQYRLFHGUHYHQXHVr\$FFRUGing to this assessment the additional purchase price will be between (85}NDQG(85}N\$VSDUWRIWKHƄQDOSXUFKDVHSULFHDOORFD-WLRQWKHRULJLQDOHVWLPDWHRILQYRLFHGUHYHQXHVIRUWKHƄQDQFLDO \HDURI(85}NZDVUHGXFHGWR(85}N7KHUHDVRQIRUWKLV was essentially that the non-resilient growth measures available at the date of the acquisition planning stage, especially in the detailed SODQQLQJSHULRG)XUWKHUPRUHIRUWKHƄQDOSXUFKDVHSULFHDOORFDWLRQ LQWDQJLEOHDVVHWVLQ WKHDPRXQWRI(85}NZHUH UHFRUGHGIRU WHFKQRORJ(85}N FXVWRPHUUHODWLRQVKLSV(85}N DQG EUDQGQDPHV(85}N DVZHOODVGHIHUUHG WD[OLDELOLWLHVLQ WKH DPRXQWRI(85}N*RRGZLOORI(85}NLQFOXGHVLQWDQJLEOH assets that are not separable such as technical knowledge of the employees and expected synergy effects.
Adjustments to the preliminary purchase price allocation (PPA) are VKRZQLQ WKHIROORZLQJ WDEOH,Q WKHVHFRQVROLGDWHGƄQDQFLDO VWDWH-PHQWV WKH FRPSDUDWLYH ƄJXUHV ZHUH DGMXVWHG DFFRUGLQJO\ DV RI December 30, 2015.
| Thousands of € | Preliminary PPA as of December 30, 2015 |
Adjustments | Final PPA as of December 30, 2015 |
|---|---|---|---|
| *RRGZLOO | 15,662 | 8,822 | 24,484 |
| Other intangible assets | 36,266 | – 17,571 | 18,695 |
| Property, plant and equipment | 121 | 0 | 121 |
| Deferred tax assets | 201 | 0 | 201 |
| Other non-current assets | 21 | 0 | 21 |
| Trade accounts receivable | 797 | 0 | 797 |
| Other current assets | 180 | 0 | 180 |
| Cash and cash equivalents | 909 | 0 | 909 |
| Total assets acquired | 54,157 | – 8,749 | 45,408 |
| Deferred tax liabilities | 7,337 | – 3,517 | 3,820 |
| Other current provisions | 402 | 0 | 402 |
| Trade accounts payable | 340 | 0 | 340 |
| Other current liabilities | 781 | 0 | 781 |
| 2WKHUFRQFXUUHQWƄQDQFLDOOLDELOLWLHV | 0 | 0 | 0 |
| Other non-current liabilities | 459 | 0 | 459 |
| Total liabilities assumed | 9,319 | – 3,517 | 5,802 |
| Net assets acquired | 44,838 | – 5,232 | 39,606 |
| Purchase price | 44,838 | – 5,232 | 39,606 |
7KH*UDSKLVRIWVXEVLGLDU\LQWKH8.SXUFKDVHGRIWKHVKDUHV LQ%LWH'HVLJQ/WG/RQGRQ8.DVDW-XO\7KHSXUFKDVH SULFH DPRXQWHG WR (85} N 7KLV LQFOXGHV YDULDEOH SXUFKDVH SULFHSD\PHQWVRI(85}N7KLVDPRXQWLVLQFRQQHFWLRQZLWKWKH support of software service customers and the processing of support cases received. Bite Design Ltd. is a service provider for Gra-SKLVRIWFXVWRPHUVLQWKHDUHDVRIq+RWOLQHrDQGq3URIHVVLRQDO6HU-YLFHVr7KHDFTXLVLWLRQZDVPDGHPDLQO\LQRUGHU WRPDLQWDLQ WKH service function for Graphisoft customers in future. The sellers decided to sell their business operations in the medium term due to their age. As a result of the close business relationship between Bite 'HVLJQ/WGDQG*UDSKLVRIW8.WKDWZDVDOUHDG\HVWDEOLVKHGDWWKH WLPHRIDFTXLVLWLRQQRVLOHQWUHVHUYHVFRXOGEHLGHQWLƄHGDVSDUWRI the purchase price allocation. Directly after the purchase, the oper-DWLQJ EXVLQHVV DFWLYLWLHV ZHUH LQWHJUDWHG LQWR *UDSKLVRIW 8. 7KH corporate legal shell of Bite Design Ltd. will be merged with Graphi-VRIW 8. LI WKH OHJDO UHTXLUHPHQWV DUHPHW*RRGZLOO RI(85} N arose from the consolidation. This goodwill includes intangible assets that are not separable such as technical knowledge of the employees and expected synergy effects.
,I WKH FRPSDQ\ KDG EHHQ LQFOXGHG LQ WKH FRQVROLGDWHG ƄQDQFLDO statements since January 1, 2015, the effect on Group revenues as DW 'HFHPEHU ZRXOG KDYH EHHQ (85} N DQG RQ (%,7'\$(85}N
| Thousands of € | 2015 |
|---|---|
| *RRGZLOO | 908 |
| Property, plant and equipment | 3 |
| Trade accounts receivable | 47 |
| Cash and cash equivalents | 333 |
| Total assets acquired | 1,291 |
| Other current provisions | 43 |
| Trade accounts payable | 8 |
| Other current liabilities | 43 |
| Total liabilities assumed | 94 |
| Net assets acquired | 1,196 |
| Purchase price | 1,196 |
Cinema 4D
BodyPaint 3D
When it comes to architectural visualization in particular, Cinema 4D is the perfect choice for anyone on the lookout for an extremely powerful product that is also easy to learn.
For beginners and pros alike, Cinema 4D offers just the right amount of detail for any level of expertise and application area, making it possible to deliver impressive visualizations within a short timespan. Cinema 4D's reliability makes it the perfect partner for demanding day-to-day production work. That's why Allplan, ARCHI-CAD and Vectorworks depend on the high-performance rendering technology of Cinema 4D for image rendering and visualization.
MAXON Computer is a worldwide leading developer of professional solutions for 3D modeling, painting, animation and rendering.
| Segment: | Media & Entertainment |
|---|---|
| Company size: | 118 employees |
| Locations: | Friedrichsdorf, Bedford, Montreal, Newbury Park, Paris, Singapore, Tokyo |
| Website: | www.maxon.net |
## Waldkante *HUPDQ\
Visualization: Sven Johanson
q:DOGNDQWHrLVDIUHHSURMHFWEDVHGRQDVLPLODU building. The aim was to integrate harmoniously into the surrounding landscape and realistically depict the vegetation and wood as the natural building material.
8QGHU WKH SXUFKDVH DJUHHPHQW GDWHG -XO\ %OXHEHDP 6RIWZDUH,QF86\$SXUFKDVHGLWVGLVWULEXWRULQ6ZHGHQ7KHVDOHV SULFHIRURIWKHVKDUHVDPRXQWHGWR(85}N7KHLQWHJUDtion of the distributor boosted growth of the Bluebeam Group fur-WKHULQ(XURSH*RRGZLOORI(85}NDURVHDVSDUWRIWKHSXUFKDVH SULFHDOORFDWLRQ1RRWKHUVLOHQWUHVHUYHVZHUHLGHQWLƄHG7KHJRRGwill includes intangible assets that are not separable such as technical knowledge of the employees and expected synergy effects.
If the company purchased had been included in the consolidated ƄQDQFLDOVWDWHPHQWVIURP-DQXDU\WKHHIIHFWRQ*URXSUHY-HQXHVDVDW'HFHPEHUZRXOGKDYHEHHQ(85}NDQG RQ (%,7 (85} N 6LQFH WKH DFTXLVLWLRQ WKH FRPSDQ\ KDV EHHQ DEOH WR JHQHUDWH UHYHQXHV RI (85} N DV ZHOO DV DQ (%,7 RI (85}tNDIWHUFRQVROLGDWLRQDIIHFWV
| Thousands of € | 2015 |
|---|---|
| *RRGZLOO | 216 |
| Other non-current assets | 15 |
| Trade accounts receivable | 98 |
| Other current assets | 54 |
| Cash and cash equivalents | 433 |
| Total assets acquired | 816 |
| Other current provisions | 20 |
| Trade accounts payable | 158 |
| Other current liabilities | 104 |
| Total liabilities assumed | 282 |
| Net assets acquired | 534 |
| Purchase price | 534 |
)XUWKHUPRUHWZRqDVVHWGHDOVrZHUHSHUIRUPHGLQWKHƄQDQFLDO\HDU ZKLFKIXOƄOOWKHFRQGLWLRQVIRUDEXVLQHVVFRPELQDWLRQDFFRUG-LQJWR,)56
❙ On January 15, 2015, Graphisoft took over the sales of its Italian distributor and integrated them into Graphisoft SE. Graphisoft SE is thus extending its own distribution channels in Europe. The SXUFKDVH SULFH DPRXQWHG WR (85} N\$V SDUW RI WKH SXUchase price allocation, a customer base amounting to (85} N ZDV UHFRJQL]HG )XUWKHUPRUH OLDELOLWLHV ZHUH incurred largely from a bonus program for customers at an DPRXQWRI(85}N*RRGZLOORI(85}NDURVHIURPLQLWLDO consolidation. Goodwill includes intangible assets that are not separable such as technical knowledge of the employees and expected synergy effects. The business unit purchased was integrated into Graphisoft SE.
8QGHUWKHSXUFKDVHDJUHHPHQWGDWHG'HFHPEHUWKH shares in Glaser -isb cad- Programmsysteme GmbH were sold for (85}N7KHFRPSDQ\ZDVGHFRQVROLGDWHGRQ'HFHPEHU \$GHFRQVROLGDWLRQSURƄWRI(85}NDURVHIURPWKHGLVSRVDO of assets and liabilities.
\$VDW'HFHPEHUFXUUHQWDVVHWVDPRXQWLQJWR(85}N RIZKLFK(85} N FDVK DQG FDVK HTXLYDOHQWV DQG QRQFXUUHQW DVVHWVRI(85}NRIZKLFK(85}NJRRGZLOO ZHUHGLVSRVHGRI ❙ 2Q 2FWREHU 9HFWRUZRUNV ,QF SXUFKDVHG WKH WHFK QRORJ\q(639LVLRQrIRU(85}N)LUVWDQLQLWLDOSD\PHQWRI (85}NZDVPDGH'HSHQGLQJRQDFKLHYHPHQWRIWKHUHYHnue targets agreed for the product, subsequent purchase price SD\PHQWVRI(85}NFRXOGDULVHRYHUWKHQH[WWZR\HDUV:LWK q(639LVLRQrLWLVSRVVLEOHWRSUHVHQWOLJKWVLPXODWLRQVZKLFKDUH much more professional and which can be used, for example, in large stage shows or building projects. The technology will in IXWXUHEHLQWHJUDWHGLQWKHVRIWZDUHRI9HFWRUZRUNV,QF:LWKWKH DFTXLVLWLRQ RI WKLV WHFKQRORJ\ 9HFWRUZRUNV LV LQ D SRVLWLRQ WR increase the functional scope of its own software and thus LQFUHDVH WKH EHQHƄW WR XVHUV 7HFKQRORJ\ DPRXQWLQJ WR (85}NDFXVWRPHUEDVHDPRXQWLQJWR(85}NDQGJRRG-ZLOODPRXQWLQJWR(85}NZHUHGHWHUPLQHGDVSDUWRIWKHSXUchase price allocation. The goodwill includes intangible assets that are not separable such as expected synergy effects.
7RWDOOLDELOLWLHVRI(85}NDQGQRQFRQWUROOLQJLQWHUHVWVRIPDQDJ-LQJSDUWQHUVRI(85}NZHUHGLVSRVHGRIRQWKHOLDELOLWLHVVLGHRI the balance sheet.
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Software and licenses | 175,814 | 150,393 |
| Recurring revenues | 146,512 | 122,444 |
| Services (consulting and training) | 14,730 | 12,210 |
| Hardware | 230 | 222 |
| 337,286 | 285,269 |
5HYHQXHV IRU WKH ƄQDQFLDO \HDU LQFOXGH (85} N SUHYLRXV \HDU(85}N UHODWLQJWRWKHDSSOLFDWLRQRIWKHSHUFHQWDJHRIFRPpletion method. These revenues are matched by expenses amount-LQJWR(85}NSUHYLRXV\HDU(85}N ,QWKHƄQDQFLDO\HDU SURƄWV IURP SURMHFWV EDVHG RQ DSSOLFDWLRQ RI WKH SHUFHQWDJH RI FRPSOHWLRQPHWKRGDPRXQWHGWR(85}NSUHYLRXV\HDU(85}N Contract costs include the costs that are directly and indirectly DWWULEXWDEOHWRWKHFRQWUDFWDVZHOODVFRVWVVSHFLƄFDOO\FKDUJHDEOH to the customer under the terms of the contract. The progress of the project is determined by the costs incurred to date compared to planned costs. The stage of completion of the project is determined E\WKHFXUUHQWSURMHFWFRQWUROOLQJ5HYHQXHUHFRJQLWLRQLVEDVHGRQ this. A security deposit appropriate for the market is accounted for. As at the closing date, customer contracts with an asset balance DPRXQWHGWR(85}NSUHYLRXV\HDU(85}N DVZHOODVFXVWRP-HU FRQWUDFWV ZLWK D OLDELOLW\ EDODQFH RI (85} N SUHYLRXV \HDU (85}N
The breakdown of revenues by segment, as well as regional allocation, can be seen under segment reporting (Note 26).
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Foreign exchange rate gains | 2,092 | 2,956 |
| Income from compensation claims | 1,900 | 220 |
| Offsetting other services | 1,690 | 594 |
| Development subsidies | 729 | 585 |
| ,QFRPHIURPGLVSRVDORIƄ[HGDVVHWV | 311 | 460 |
| Other | 235 | 1,069 |
| 6,957 | 5,884 |
7KHLWHPq2WKHUrFRQVLVWVRIYDULRXVLQGLYLGXDOLWHPVDOORIZKLFKDUHOHVVWKDQ(85}NHDFK
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Cost of purchased materials | 9,268 | 8,190 |
| Cost of purchased services | 1,678 | 1,559 |
| 10,946 | 9,749 |
Cost of merchandise mainly includes purchased software licenses.
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Wages and salaries | 125,886 | 105,930 |
| Social security, other pension costs and welfare | 25,302 | 21,154 |
| 151,188 | 127,084 |
| Number of employees | 2016 | 2015 |
|---|---|---|
| Sales/marketing/hotline | 789 | 732 |
| Development | 781 | 722 |
| Administration | 259 | 211 |
| Average headcount for the year | 1,829 | 1,664 |
| Headcount as of December 31 | 1,925 | 1,754 |
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Amortization of intangible assets excluding intangible assets, which were disclosed as part of purchase price allocation |
2,433 | 2,650 |
| Depreciation of property, plant and equipment | 4,825 | 4,000 |
| Depreciation / amortization of tangible, intangible and long-term available-for-sale assets |
7,258 | 6,650 |
| Amortization due to purchase price allocated intangible assets | 11,056 | 10,131 |
| Total amortization and depreciation | 18,314 | 16,781 |
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Marketing expenses | 18,460 | 16,585 |
| Commissions | 13,250 | 12,409 |
| Expenses for third-party services | 12,998 | 11,508 |
| Rents | 11,052 | 9,921 |
| Legal and consulting expenses | 8,724 | 8,326 |
| Travel expenses and hospitality | 7,811 | 6,562 |
| EDP equipment | 4,477 | 4,251 |
| Vehicle expenses | 2,789 | 2,752 |
| Retraining expenses and recruiting expenses | 2,486 | 1,745 |
| Currency translation expenses | 2,377 | 2,287 |
| Communication expenses | 2,086 | 1,592 |
| Other | 7,619 | 6,934 |
| 94,129 | 84,872 |
7KHLWHPq2WKHUrFRQVLVWVRIYDULRXVLQGLYLGXDOLWHPVDOORIZKLFKDUHOHVVWKDQ(85}NHDFK
[7]7KHLQFRPHH[SHQVHVIURPDVVRFLDWHVDPRXQWLQJWR(85}N SUHYLRXV\HDU(85}N LQFOXGHLQFRPHIURP'RFX:DUH*PE+ DPRXQWLQJ WR(85}NIRU6DEORQR*PE+ ORVVHVYDOXH DGMXVW-
PHQWV RQ ORDQV LQ WKH DPRXQW RI (85} N SUHYLRXV \HDU (85}N
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Other interest and similar income | 183 | 178 |
| Interest and similar expenses | – 1,046 | – 705 |
| – 863 | – 527 |
[9]7KHRWKHUƄQDQFLDOH[SHQVHVLQFRPHZHUH(85NLQWKHƄQDQ-FLDO \HDU SUHYLRXV \HDU (85} N 7KH SUHYLRXV \HDU includes an adjustment from the subsequent purchase price payPHQWIRUWKHDFTXLVLWLRQRIVKDUHVLQ1(9\$5,6%,06RIWZDUH*PE+ (formerly: hartmann technology Gesellschaft mbH).
[10] The major components of the income tax expense are as follows:
7KH WD[H[SHQVHVIRU WKHƄQDQFLDO\HDULQFOXGH WD[H[SHQVHV IURP SUHYLRXV \HDUV DPRXQWLQJ WR (85} N SUHYLRXV \HDU WD[ H[SHQVHV(85}N )XUWKHUPRUHLQWKHƄQDQFLDO\HDU(85}N SUHYLRXV\HDU(85}N GHIHUUHGWD[HVIURPWKHUHYDOXDWLRQRISHQ-VLRQREOLJDWLRQVZHUHUHFRUGHGLQHTXLW\ZLWKRXWLPSDFWLQJSURƄWRU ORVV 7KH GHIHUUHG WD[ LQFRPH RI (85} N SUHYLRXV \HDU (85}N LVLQFRQQHFWLRQZLWKWKHSURYLVLRQDQGUHOHDVHRIWHPporary differences.
The income tax rates of the individual entities range from 10.00% to SUHYLRXV\HDUIURPWR 7KHLQFRPHWD[ rate of Nemetschek SE is calculated as follows:
| in % | 2016 | 2015 | |||
|---|---|---|---|---|---|
| Earnings before taxes | 100.0 | 100.0 | |||
| Trade tax (weighted) | 16.7 | 16.7 | 16.7 | 16.7 | |
| 83.3 | 83.3 | ||||
| Corporate income tax | 15.0 | 15.0 | 15.0 | 15.0 | |
| Solidarity surcharge | 0.8 | 0.8 | 0.8 | 0.8 | |
| 67.5 | 32.5 | 67.5 | 32.5 |
Deferred taxes are measured on the basis of the nominal tax rate of Nemetschek SE or the tax rate applying to the respective subsidiary.
7KHWD[UDWHIRUWKHƄQDQFLDO\HDUDSSOLHGE\1HPHWVFKHN6( LVƄQDQFLDO\HDU
Deferred tax assets and deferred tax liabilities are offset for each tax-paying entity if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the income tax of the same taxable entity and the same taxation authority.
Deferred income taxes at the balance sheet date comprise the following:
DEFERRED TAXES
| Consolidated balance sheet | ||
|---|---|---|
| Thousands of € | 2016 | 2015 |
| Assets | ||
| Intangible assets | 836 | 8 |
| Property, plant and equipment | 371 | 840 |
| Receivables | 550 | 30 |
| Pensions and related obligations | 312 | 331 |
| Provisions | 1,893 | 904 |
| Liabilities | 803 | 1,688 |
| Tax loss carryforward | 1,056 | 1,903 |
| Foreign tax credit | 2,078 | 2,473** |
| Other | 7 | 91 |
| Offsetting | – 5,672 | – 6,896 |
| 2,234 | 1,372 | |
| Liabilities | ||
| Intangible assets | 21,970 | 24,135* |
| Property, plant and equipment | 747 | 596 |
| Receivables | 126 | 99 |
| Provisions | 48 | 25 |
| Liabilities | 2,936 | 2,451 |
| Other | 445 | 388 |
| Offsetting | – 5,672 | – 6,896 |
| 20,600 | 20,798 |
3UHYLRXV\HDUYDOXHVDGMXVWHGWRƄQDOSXUFKDVHSULFHDOORFDWLRQRI6ROLEUL*URXS
)RUEHWWHUFRPSDUDELOLW\WKHSUHYLRXV\HDUƄJXUHVZHUHUHFODVVLƄHG
A reconciliation between the reported income tax expense and the expected income tax expense (measured using the tax rate for IRUWKHƄQDQFLDO\HDUVHQGLQJ'HFHPEHUDQGLV as follows:
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Earnings before taxes | 69,167 | 54,183 |
| Theoretical tax rate 32.5 % (previous year: 32.5 %) | 22,452 | 17,599 |
| Differences to German and foreign tax rates | – 1,879 | – 1,791 |
| Tax effects on: | ||
| At equity consolidation of non-controlling interests | – 220 | – 311 |
| Change in the recoverability of deferred tax assets and tax credits | – 545 | 806 |
| Change of deferred taxes on permanent differences | 522 | – 272 |
| Effect of taxes, previous years | 326 | – 89 |
| Non-deductible expenses | 745 | 1,228 |
| Effect of functional currency | 1,151 | 1,561 |
| Tax-free income | – 2,079 | – 2,785 |
| Tax rate changes and adaptation | 14 | – 135 |
| Other | – 162 | 590 |
| Effective tax expense | 20,325 | 16,401 |
| Effective tax rate | 29.4% | 30.3% |
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Losses according to entities | 58,189 | 59,028 |
| Deferred tax assets, gross | 9,726 | 9,825 |
| Allowances on tax losses carried forward | – 8,670 | – 7,922 |
| Deferred tax assets on unused tax losses, net | 1,056 | 1,903 |
The items contain deferred taxes on unused tax losses which are likely to be realized in the future. The deferred tax assets on tax losses carried forward were recognized on the basis of the income DQGH[SHQVHEXGJHWVRI1HPHWVFKHN6(VXEVLGLDULHVIRUWKHƄQDQ-FLDO\HDUVt7KHFRPSDQLHVpGHWDLOHGEXGJHWLQJUHODWHV to a one-year period. The deferred tax assets on losses brought forward in the sub-consolidation Graphisoft are now equivalent to, in terms of their amounts, the deferred tax liabilities recognized in connection with the purchase price allocation as of the closing date December 31, 2016.
The temporary differences in connection with the shares in subsid-LDULHVDPRXQWLQJWR(85}NIRUZKLFKQRGHIHUUHGWD[OLDELOLWLHV ZHUHSURYLGHGZRXOGOHDGWRDWD[FKDUJHRI(85}NLQIXWXUH
There were no tax consequences attached to the payment of dividends in 2016 by Nemetschek SE to its shareholders.
Basic undiluted earnings per share do not take into account any options, and are calculated by dividing the net income for the period attributable to shares by the average number of shares during the period.
At the closing date, as in the previous year, there were no matters requiring a dilution of the earnings per share result.
| 2016 | 2015 | |
|---|---|---|
| Net income attributable to the parent (in thousands of EUR) | 46,925 | 35,896 |
| Weighted average number of ordinary shares outstanding as of December 31 |
38,500,000 | 38,500,000 |
| Weighted average number of ordinary shares to be included in the calculation of diluted earnings per share as of December 31 |
38,500,000 | 38,500,000 |
| Earnings per share in EUR, undiluted | 1.22 | 0.93 |
| Earnings per share in EUR, diluted | 1.22 | 0.93 |
[12]\$ VWDWHPHQWRI Ƅ[HGDVVHWVLVSUHVHQWHGRQ WKHODVWSDJHRI WKHVHQRWHVWRWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV7KHFDUU\LQJ YDOXHRILQWHUQDOO\JHQHUDWHGVRIWZDUHDPRXQWVWR(85}NSUH-YLRXV\HDU(85}N
3XUVXDQWWR,\$6GHYHORSPHQWFRVWVPXVWEHFDSLWDOL]HGXQOHVV they are incurred for basic research or are not related to projects, SURYLGHG WKDW WKHSUHUHTXLVLWHVRI,\$6DUHIXOƄOOHGVHHDOVR accounting policies). The Group was involved in non-project related SURGXFW GHYHORSPHQW LQ WKH ƄQDQFLDO \HDU 7KHVH LQFOXGHG direct personnel costs plus directly allocable overheads. The research and development costs of projects that did not satisfy the FULWHULD RI ,\$6 DUH UHFRUGHG DV DQ H[SHQVH DPRXQWLQJ WR (85}NSUHYLRXV\HDU(85}N
The development of the fair values of intangible assets from the purchase price allocations of major acquisitions were as follows:
| Thousands of € | Fair value at time of acquisition |
Useful life in years | Amortization 2016 | Net book value as of Dec. 31, 2016 |
Net book value as of Dec. 31, 2015* |
|---|---|---|---|---|---|
| Brand Name | 13,764 | 10 - 15 | 933 | 6,930 | 6,329 |
| Software | 66,387 | 7 - 12 | 3,240 | 35,301 | 30,238 |
| Customer Relationship | 67,736 | 12 - 17 | 6,473 | 39,031 | 37,864 |
| Non-compete agreements | 145 | 2 | 73 | 73 | 145 |
| Intangible assets | 148,032 | 10,718 | 81,335 | 74,577 |
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Goodwill developed as follows:
| Balance as of December 31 | 177,178 | 143,771 |
|---|---|---|
| Currency differences | 4,053 | 5,700 |
| Disposals | 0 | – 697 |
| Additions | 29,354 | 27,483* |
| Amount carried forward as of January 1 | 143,771 | 111,285 |
| Thousands of € | 2016 | 2015 |
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The goodwill acquired from business combinations was allocated to the cash-generating unit for impairment testing. The cash-generating unit represents either the relevant Group company or the relevant Group entity as the case may be.
Carrying amounts of the goodwill were allocated to the respective cash-generating units as follows:
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Bluebeam Software, Inc., Pasadena, USA | 58,243 | 56,407 |
| Design Data Corporation, Lincoln, USA | 30,825 | 0 |
| Solibri Oy, Helsinki, Finland | 24,195 | 24,484* |
| Graphisoft SE European Company Limited by Shares, Budapest, Hungary | 22,215 | 21,938 |
| NEVARIS Group | 14,145 | 14,145 |
| Data Design System AS, Klepp Stasjon, Norway | 10,374 | 9,817 |
| Vectorworks, Inc., Columbia, Maryland, USA | 6,365 | 6,163 |
| MAXON Computer GmbH, Friedrichsdorf | 3,007 | 3,007 |
| SCIA Group NV, Herk-de-Stad, Belgium | 2,785 | 2,785 |
| CREM Solutions GmbH & Co. KG, Ratingen | 2,028 | 2,028 |
| Frilo Software GmbH, Stuttgart | 1,293 | 1,293 |
| Allplan GmbH, Munich | 1,703 | 1,703 |
| 7RWDOJRRGZLOO | 177,178 | 143,771 |
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7KHIXQGDPHQWDO DVVXPSWLRQVIRU WKH VLJQLƄFDQW FDVKJHQHUDWLQJ units are explained below, on the basis of which management pre-SDUHGLWVFDVKƅRZSURMHFWLRQVWRWHVWWKHJRRGZLOOIRULPSDLUPHQW Nemetschek determines the recoverable amount of the relevant unit to which the goodwill is allocated based on the value in use. The value in use is calculated using a discount rate from the present YDOXHRIWKHIXWXUHFDVKƅRZVIURPWKHXVHRIWKLVXQLW
7KH GHWHUPLQDWLRQ RI WKH IXWXUH FDVK ƅRZV DQG WKHLU XQGHUO\LQJ parameters such as revenue growth and EBITDA margin is performed on the basis of the knowledge gained in the past, the current economic results and the budgets approved over a period of WKUHH WR IRXU \HDUV 7KH EXGJHWLQJ IRU WKH ƄQDQFLDO \HDU LV SUHSDUHG DSSO\LQJ FHUWDLQ XQLIRUP *URXS DVVXPSWLRQV qIURP WKH ERWWRPWRWKHWRSrERWWRPXSPHWKRG 7KHFDVKƅRZVIRUWKHWZR further budget years follow similar premises, however they are not DW WKH VDPH OHYHO RIGHWDLO DV WKH ƄUVWEXGJHW \HDU(VWLPDWHVIRU periods beyond the budgeting horizon are made using the perpetuity method. The growth rates applied here do not account for FDSDFLW\H[SDQGLQJLQYHVWPHQWVIRUZKLFKFDVKƅRZVKDYHQRW\HW been made, they are derived from available market studies by market research institutes and do not exceed the long-term average historical growth rates of the relevant cash-generating units. In the ƄQDQFLDO \HDU D JURZWK UDWH RI XS WR SUHYLRXV \HDU 1.0%) was assumed.
7KHGLVFRXQWUDWHUHTXLUHGIRUGLVFRXQWLQJIXWXUHFDVKƅRZVLVFDOculated from the weighted average cost of capital (WACC) of the related cash-generating unit after tax. The relevant pre-tax WACC in DFFRUGDQFHZLWK,\$6LVGHULYHGIURPIXWXUHFDVKƅRZVDIWHUWD[ and the after-tax WACC applying typical tax rates for each cash-generating unit. Then, the risk-free interest rate according to the Svensson method with accounting for risk premiums, and the beta as well as the gearing are derived from a group of comparable HQWLWLHV7KHGLVFRXQWUDWHWKXVHVWLPDWHGUHƅHFWVWKHFXUUHQWPDUket returns as well as the special risks of the respective cash-gen-HUDWLQJXQLW7KHGLVFRXQW UDWHXQGHUO\LQJ WKHFDVKƅRZIRUHFDVWV UDQJHV EHWZHHQ DQG EHIRUH WD[ SUHYLRXV \HDU between 10.22% and 14.20%).
These assumptions are important to the extent that they help man-DJHPHQWtDVZLWKWKHGHƄQLWLRQRIDVVXPSWLRQVIRUJURZWKUDWHVt to assess how the position of the cash-generating unit might
Employee remuneration includes cost developments typical for the sector.
As a result of the goodwill impairment test, there was no impairment necessary for any cash-generating unit since the recoverable amount was higher than the carrying amount in all cases. With the exception of the Solibri Group, acquired on December 30, 2015, and Design Data Corporation, acquired on August 1, 2016, the recoverable amount is more than 10% higher than the carrying amount. In the case of Solibri, the recoverable amount is 7% higher than the carrying amount of the cash-generating unit. In the case of Design Data, the recoverable amount exceeds the carrying amount by 1%. The slight difference between the recoverable amount and the carrying amount of the two cash-generating units Solibri and change compared to its competitors during the budget period. Management expects the market share held by the Group to increase during the budget period.
Design Data is mainly attributable to the fact that the acquisitions were made during the past year. The carrying amounts of the good-ZLOODOORFDEOHWR%OXHEHDP6RIWZDUH,QF3DVDGHQD86\$'HVLJQ 'DWD&RUSRUDWLRQ/LQFROQ86\$6ROLEUL2+HOVLQNL)LQODQG*UDphisoft SE European Company Limited by Shares, Budapest, Hun-JDU\WKH1(9\$5,6*URXSDQG'DWD'HVLJQ6\VWHP\$6.OHSS6WDVjon, Norway, are materially compared to the total carrying amount of goodwill. The total goodwill of the Nemetschek Group amounts to (85} N DV DW 'HFHPEHU SUHYLRXV \HDU (85 143,771k). In total, 90% of this goodwill is allocable to the cash-generating units represented in the following table:
SCIA Engineer
SCIA Engineer, the core solution, is an integrated, multi-material structural analysis and design software for a wide variety of projects: RIƄFHDQGUHVLGHQWLDOEXLOGLQJVLQGXVWULDOSODQWV or infrastructural projects.
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Scia is one of the world's leading software developers for structural engineering that supports the Open BIM process.
| Segment: | Design |
|---|---|
| Company size: | 83 employees |
| Locations: | Herk-de-Stad, Arnhem, Brno, Columbia, Gurmels, 3UDJXH5RXEDL[nLOLQD |
| Website: | www.scia.net |
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| MATERIAL GOODWILL | |||||||
|---|---|---|---|---|---|---|---|
| 2016 | Carrying value RIWKHJRRGZLOO allocable to the CGU in thousand € |
Share in total goodwill % |
Discount rate (before taxes) in % |
Discount rate (after taxes) in % |
Growth rate in % |
Description of the basic assumptions for corporate plan |
Presentation of approach for determination of values for the basic assumptions |
| Bluebeam Software, Inc., Pasadena, USA |
58,243 | 33 | 12.13 | 8.49 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development • Exchange rate development USD/SEK |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Design Data Corpora tion, Lincoln, USA |
30,825 | 17 | 11.05 | 8.49 | 1.90 | • Sales prices and sales volumes • Personnel costs • Market development • Exchange rate development USD/EUR |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions, forecasts of exchange rate developments as well as sector-related market, studies are also included. |
| Solibri Oy, Helsinki, Finland |
24,195 | 14 | 10.90 | 9.18 | 1.50 | • Sales prices and sales volumes • Personnel costs • Market development |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Graphisoft SE European Company Limited by Shares, Budapest, Hungary |
22,215 | 13 | 13.80 | 12.30 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development • Exchange rate development HUF/USD |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions, forecast of exchange rate developments as well as sector-related market, studies are also included. |
| NEVARIS Group | 14,145 | 8 | 11.24 | 8.49 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development |
Intra-group estimation of the rele vant sales departments including distribution partners and account ing for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Data Design System AS, Klepp Stasjon, Norway |
10,374 | 6 | 11.17 | 8.49 | 0.00 | • Sales prices and sales volumes • Personnel costs • Market development |
Intra-group estimation of the relevant sales departments including distribution partners, and accounting for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| MATERIAL GOODWILL | |||||||
|---|---|---|---|---|---|---|---|
| 2015 | Carrying value RIWKHJRRGZLOO allocable to the CGU in thousand € |
Share in total goodwill % |
Discount rate (before taxes) in % |
Discount rate (after taxes) in % |
Growth rate in % |
Description of the basic assumptions for corporate plan |
Presentation of approach for determination of values for the basic assumptions |
| Bluebeam Software, Inc., Pasadena, USA |
56,407 | 39 | 13.10 | 8.46 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development • Exchange rate development USD/SEK |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Solibri Oy, Helsinki, Finland |
24,484* | 17 | 10.22 | 8.46 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Graphisoft SE European Company Limited by Shares, Budapest, Hungary |
21,938 | 15 | 13.38 | 12.18 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development • Exchange rate development HUF/USD |
Intra-group estimation of the rele vant sales departments including distribution partners and account ing for investments in personnel structures. General economic framework conditions, forecast of exchange rate developments as well as sector-related market, studies are also included. |
| NEVARIS Group | 14,145 | 11 | 11.65 | 8.46 | 1.00 | • Sales prices and sales volumes • Personnel costs • Market development |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Data Design System AS, Klepp Stasjon, Norway |
9,817 | 7 | 11.15 | 8.46 | 0.00 | • Sales prices and sales volumes • Personnel costs • Market development |
Intra-group estimation of the relevant sales departments including distribution partners, and accounting for investments in personnel structures. General economic framework conditions as well as sector-related market studies are also included. |
| Vectorworks, Inc., Columbia, Maryland, USA |
6,163 | 4 | 13.28 | 8.46 | 0.00 | • Sales prices and sales volumes • Personnel costs • Market development • Exchange rate development USD/ EUR and USD/YEN |
Intra-group estimation of the rele vant sales departments including distribution partners and, account ing for investments in personnel structures. General economic framework conditions, forecasts of exchange rate developments as well as sector-related market, studies are also included. |
3UHYLRXV\HDUYDOXHVDGMXVWHGWRƄQDOSXUFKDVHSULFHDOORFDWLRQRI6ROLEUL*URXS
| Trade receivables | 38,794 | 29,611 |
|---|---|---|
| 6SHFLƄFEDGGHEWDOORZDQFH | – 2,425 | – 2,734 |
| Trade receivables (before bad debt allowances) | 41,219 | 32,345 |
| Thousands of € | 2016 | 2015 |
Provision was made for the bad debt risk by setting up appropriate VSHFLƄF EDG GHEW DOORZDQFHV 7UDGH UHFHLYDEOHV DUH QRQLQWHUHVW bearing and are generally due within 30 to 90 days, terms customary for the industry. Pursuant to the Group guidelines, receivables WKDWDUH!GD\VDUHVSHFLƄFDOO\SURYLGHGIRU7KHFDUU\LQJ amount of trade receivables corresponds to their fair value.
Bad debt allowances developed as follows:
| Thousands of € | January 1 | Utilization | Release | Additions | December 31 |
|---|---|---|---|---|---|
| Bad debt allowances 2016 | – 2,734 | 1,216 | 642 | – 1,549 | – 2,425 |
| Bad debt allowances 2015 | – 3,057 | 788 | 530 | – 995 | – 2,734 |
The ageing structure of trade receivables is as follows:
| 2016 | Thousands of € | Not past due | Past due (by < 30 days) |
Past due (by 30 – 60 days) |
Past due (by 60 – 90 days) |
Past due (by 90 – 180 days) |
Past due (by 180 – 360 days) |
Past due (by > 360 days) |
December 31, 2016 |
|---|---|---|---|---|---|---|---|---|---|
| Gross Trade receivables 2016 |
23,585 | 8,048 | 3,907 | 598 | 2,211 | 460 | 2,410 | 41,219 | |
| 5HGXFHGVSHFLƄF allowance for bad debts |
– 50 | – 13 | – 42 | – 15 | – 90 | – 78 | – 2,137 | – 2,425 | |
| Net Trade receivables 2016 |
23,535 | 8,035 | 3,865 | 583 | 2,121 | 382 | 273 | 38,794 |
| 2015 Thousands of € |
Not past due | Past due (by < 30 days) |
Past due (by 30 – 60 days) |
Past due (by 60 – 90 days) |
Past due (by 90 – 180 days) |
Past due (by 180 – 360 days) |
Past due (by > 360 days) |
December 31, 2015 |
|---|---|---|---|---|---|---|---|---|
| Gross Trade receivables 2015 |
18,950 | 5,736 | 1,698 | 966 | 1,498 | 1,037 | 2,460 | 32,345 |
| 5HGXFHGVSHFLƄF allowance for bad debts |
– 68 | – 67 | – 32 | – 26 | – 106 | – 241 | – 2,194 | – 2,734 |
| Net Trade receivables 2015 |
18,882 | 5,669 | 1,666 | 940 | 1,392 | 796 | 266 | 29,611 |
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Inventories | 597 | 530 |
| Tax refunded claims | 3,477 | 2,467 |
| 2WKHUFXUUHQWƄQDQFLDODVVHWV | 10 | 78 |
| Other current assets | 12,546 | 9,297 |
| 1RQFXUUHQWƄQDQFLDODVVHWV | 43 | 51 |
| Other non-current assets | 929 | 793 |
| 17,602 | 13,216 |
,QYHQWRULHV PDLQO\ FRQVLVW RI KDUGZDUH DPRXQWLQJ WR (85} N SUHYLRXV\HDU(85}N DQGƄQLVKHGJRRGVDPRXQWLQJWR(85}N SUHYLRXV\HDU(85}N \$VLQWKHSUHYLRXV\HDUQRDOORZDQFHVZHUH recorded as an expense.
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The development of subscribed capital, the capital reserve, the revenue reserve, foreign currency translation and the retained earnings/ accumulated losses of the Group as well as shares without controlling interest are presented in the statement of changes in Group equity.
[16] The capital reserve mainly comprises the share premium from WKH,32,Q WKHƄQDQFLDO\HDU(85}ZDVFRQverted from company funds into share capital.
,Q WKH ƄQDQFLDO \HDU DGLYLGHQG RI(85} ZDV GLVWULEXWHGWRWKHVKDUHKROGHUV7KLVUHSUHVHQWV(85}SHUVKDUH The Management Board proposes to the Supervisory Board to pay
Provisions and accrued liabilities contain the following items and are mainly due within one year:
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Other non-current assets mainly include rental security deposits.
[15] Nemetschek SE's share capital of as of December 31, 2016 DPRXQWHG WR (85} DQG LV GLYLGHG LQWR QRSDUYDOXHEHDUHUVKDUHV(DFKVKDUHLVDWWULEXWHGZLWK(85} of share capital. The capital is fully paid up.
The foreign currency translation reserve within the shareholders' equity item records exchange differences arising from the transla-WLRQRIWKHƄQDQFLDOVWDWHPHQWVRIIRUHLJQVXEVLGLDULHV
RXWLQDGLYLGHQGRI(85}7KLVFRUUHVSRQGVWR (85}SHU6KDUH
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Personnel provisions | 17,647 | 12,852 |
| Outstanding invoices | 7,695 | 5,714 |
| Vacation accrued by employees | 4,428 | 3,674 |
| Legal and consulting fees | 553 | 646 |
| Guarantees and liability risks | 135 | 148 |
| Other accrued liabilities | 2,320 | 2,585 |
| 32,778 | 25,619 |
Provisions for personnel mainly comprise employee remuneration DQGFRPPLVVLRQV,QWKHƄQDQFLDO\HDU(85}NSUHYLRXV \HDU (85} N ZHUH XWLOL]HG (85} N SUHYLRXV \HDU (85} N ZHUH UHOHDVHG DQG (85} N SUHYLRXV \HDU (85}N ZHUHDGGHG)URPFKDQJHVLQWKHVFRSHRIFRQVROLGD-WLRQ HIIHFWV UHVXOWHG LQ WKH DPRXQW RI (85} N SUHYLRXV \HDU (85} tN IXUWKHUPRUH FXUUHQF\ FKDQJHV LQ WKH DPRXQW RI (85}NSUHYLRXV\HDU(85}N FDXVHGDQLQFUHDVHLQSHUVRQnel provisions. The increase in provisions for personnel results also from a higher level of commissions as a result of the positive busi-QHVVGHYHORSPHQWLQWKHƄQDQFLDO\HDU
Outstanding invoices mainly relate to subsequent commission calculations for distribution partners due to achievement of targets.
The guarantee and liability provisions were set up based on an indi-
Other obligations in accordance with IAS 19 include provisions for WHUPLQDWLQJHPSOR\PHQWLQWKHDPRXQWRI(85}NZKLFKKDGWR be accounted for as a result of legal requirements.
YLGXDODVVHVVPHQWSHUFRPSDQ\,QWKHƄQDQFLDO\HDU(85}N SUHYLRXV \HDU (85} N ZHUH XWLOL]HG (85} N SUHYLRXV \HDU (85} N ZHUH UHOHDVHG DQG (85} N SUHYLRXV \HDU (85} N were added. Other provisions and accrued liabilities contain other LQGLYLGXDOLWHPVXQGHU(85}N
As a company with international operations working in various busi-QHVVƄHOGVWKH*URXSLVH[SRVHGWRDZKROHUDQJHRIOHJDOULVNV This is especially true of risks for warranties and other legal disputes. The outcome of currently pending, or rather future litigation, cannot be predicted with certainty and thus expenses may be incurred from decisions that are not fully covered by insurance and WKDWPD\ KDYH VLJQLƄFDQW HIIHFWV RQ WKH EXVLQHVV DQG LWV UHVXOWV Management is of the opinion that litigation currently pending is not OLNHO\WRUHVXOWLQGHFLVLRQVWKDWZLOOVLJQLƄFDQWO\DQGQHJDWLYHO\LQƅXence the net asset position and earnings situation of the Group.
The obligation resulting from pension plans to a subsidiary's general managers is determined using the projected unit credit method. 2Q ƄUVWWLPH DSSOLFDWLRQ RI,\$6 IURP -DQXDU\ DFWXDULDOJDLQVDQGORVVHVDUHUHFRUGHGZLWKRXWLPSDFWLQJSURƄWRU loss. In the year ending December 31, 2016, there were no curtailments to the plan. The plans were continued beyond this period. 7KHSHQVLRQSODQVSURYLGH DEHQHƄW DIWHU UHDFKLQJ WKH DJHRI
amounting to 60% of the last net salary, albeit up to a maximum DPRXQWRI(85}'(0} SHUPRQWK\$OOFODLPVDUH vested. The term of the pension obligation is 23 years. Plan assets IURPWKHVHEHQHƄWSODQVKDYHEHHQLQYHVWHGLQOLIHLQVXUDQFHV3ODQ assets include any reinsurance plans entered into which are DVVLJQHGWRWKHSHQVLRQEHQHƄFLDU\HQWLWOHGWRWKHVH
Pension obligations existing as of December 31, 2015, were termi-QDWHG LQ WKH ƄQDQFLDO \HDU DV D UHVXOW RI UHJXODWRU\ UHTXLUH- ments as well as the voluntary decision of the insurance holders.
The tables below show the development of the pension obligations and of plan assets:
| Thousands of € | January 1 | Changes | December 31 |
|---|---|---|---|
| 'HƄQHGEHQHƄWREOLJDWLRQ | 3,120 | – 1,100 | 2,020 |
| Reduced plan asset 2016 | 1,609 | – 1,093 | 516 |
| Status of coverage (= pension provisions) 2016 | 1,511 | – 7 | 1,504 |
| 'HƄQHGEHQHƄWREOLJDWLRQ | 3,051 | 69 | 3,120 |
| Reduced plan asset 2015 | 1,532 | 77 | 1,609 |
| Status of coverage (= pension provisions) 2015 | 1,519 | – 8 | 1,511 |
| &KDQJHLQGHƄQHGEHQHƄWREOLJDWLRQV'%2 Thousands of € |
2016 | 2015 |
|---|---|---|
| '%2DWEHJLQQLQJRIƄVFDO\HDU | 3,120 | 3,051 |
| Service cost | 124 | 124 |
| Interest cost | 77 | 72 |
| Actuarial (gains)/losses | 170 | – 3 |
| %HQHƄWSD\PHQWV | – 59 | – 44 |
| Settlements | – 1,485 | 0 |
| Effect from currency translation | 73 | – 80 |
| '%2DWHQGRIƄVFDO\HDU | 2,020 | 3,120 |
| Change in plan assets: | ||
| )DLUYDOXHRISODQDVVHWVDWEHJLQQLQJRIƄVFDO\HDU | 1,609 | 1,532 |
| Expected return on plan assets | 33 | 28 |
| Actuarial gains/(losses) | 4 | – 23 |
| Employer contributions | 163 | 178 |
| %HQHƄWSD\PHQWV | – 59 | – 44 |
| Settlements | – 1,297 | 0 |
| Effect from currency translation | 63 | – 62 |
| )DLUYDOXHRISODQDVVHWVDWHQGRIƄVFDO\HDU | 516 | 1,609 |
CONSOLIDATED FINANCIAL STATEMENTS
| Changes in actuarial assumptions | Thousands of € | 2016 | 2015 |
|---|---|---|---|
| Present value of pension obligation for the reporting date | 2,020 | 3,120 | |
| Discount rate | increase by 0.5 percent points | 1,812 | 2,850 |
| decrease by 0.5 percent points | 2,258 | 3,429 | |
| Pension cost | increase by 0.5 percent points | 2,165 | 3,278 |
| decrease by 0.5 percent points | 1,889 | 3,003 |
7KHqPRUWDOLW\WDEOHV*rIURP'U.ODXV+HXEHFNDVZHOODV discounted interest rates derived from observable market data at the balance sheet date, were applied to the domestic pension commitments in the same way as in the previous year. The principal actuarial assumptions used to determine pension obligations were as follows as of December 31:
| in % | 2016 | 2015 | ||
|---|---|---|---|---|
| Domestic | Foreign Countries | Domestic | Foreign Countries | |
| Discount rate | 2.05 | 0.00 | 2.30 | 2.50 |
| Future pension increases | 1.00 | 0.00 | 1.00 | 0.00 |
| Compensation increases | 0.00 | 0.00 | 0.00 | 2.50 |
7KH*URXSH[SHFWVSHQVLRQH[SHQVHVRI(85}NIRUWKHƄQDQFLDO \HDUDVZHOODVFDSLWDOLQFRPHRI(85}NWKHFRQWULEXWLRQV WRSODQDVVHWVDPRXQWWR(85}N
,QWKHQH[WWHQƄQDQFLDO\HDUVWKHIROORZLQJSD\PHQWVDUHH[SHFWHG from the pension plans:
| Thousands of € Domestic |
|
|---|---|
| IRUƄVFDO\HDU | |
| 2017 | 1 |
| 2018 | 3 |
| 2019 | 5 |
| 2020 | 8 |
| 2021 | 12 |
| 2022-2026 | 187 |
| Total | 216 |
@The liabilitiesFODVVLƄHGE\GXHGDWHFRPSULVHWKHIROORZLQJ
LIABILITIES
| 2016 Thousands of € |
Total amount | Less than 1 year | 1 to 5 years | More than 5 years |
|---|---|---|---|---|
| Loans | 96,231 | 26,000 | 70,231 | 0 |
| Trade payables | 7,922 | 7,922 | 0 | 0 |
| Income tax liabilities | 7,353 | 7,353 | 0 | 0 |
| Other current liabilities | 15,539 | 15,539 | 0 | 0 |
| thereof taxes | 5,620 | 5,620 | 0 | 0 |
| WKHUHRIUHODWLQJWRVRFLDOVHFXULW\ | 1,326 | 1,326 | 0 | 0 |
| December 31, 2016 | 127,045 | 56,814 | 70,231 | 0 |
| LIABILITIES | ||||
|---|---|---|---|---|
| 2015 Thousands of € |
Total amount | Less than 1 year | 1 to 5 years | More than 5 years |
| Loans | 80,636 | 18,577 | 62,059 | 0 |
| Trade payables | 6,590 | 6,590 | 0 | 0 |
| Income tax liabilities | 3,707 | 3,707 | 0 | 0 |
| Other current liabilities | 7,086 | 7,086 | 0 | 0 |
| thereof taxes | 3,724 | 3,724 | 0 | 0 |
| WKHUHRIUHODWLQJWRVRFLDOVHFXULW\ | 1,178 | 1,178 | 0 | 0 |
| December 31, 2015 | 98,019 | 35,960 | 62,059 | 0 |
Trade payables are subject to the customary retention of title relat-LQJ WR WKH VXSSO\RIPRYDEOH Ƅ[HG DVVHWV DQGLQYHQWRULHV'HEWV from trade are non-interest bearing and are normally settled on 60-day terms. Carrying amounts correspond to fair value.
Other liabilities primarily comprise liabilities to the tax authorities on DFFRXQWRIREOLJDWLRQVWRSD\ZDJHWD[DQG9\$7DVZHOODVWRSD\ social security contributions to the social security authorities. Other liabilities are non-interest bearing and have an average term of 60 days. Carrying amounts correspond to fair value.
The current and non-current loans include liabilities to banks DPRXQWLQJ WR (85} N LQ FRQQHFWLRQ ZLWK WKH DFTXLVLWLRQ RI companies undertaken. The most important conditions of this ƄQDQFLQJFDQEHVHHQIURPWKHIROORZLQJWDEOH
| Thousands of € | Nominal value | Term of loan until | Repayment | Effective interest rate | Due <1 year | Due >1 year |
|---|---|---|---|---|---|---|
| quarter-year rates of | ||||||
| EUR 3m starting | ||||||
| 60,000 | Dec. 30, 2019 | from March 31, 2015 | 1.03% | 12,000 | 24,000 | |
| quarter-year rates of | ||||||
| EUR 1.6m starting | ||||||
| 32,000 | Dec. 30, 2020 | from March 31, 2016 | 0.94% | 6,400 | 19,200 | |
| quarter-year rates of EUR 1.9m starting |
||||||
| 38,000 | Jun. 30, 2021 | from September 30, 2016 | 0.77% | 7,600 | 26,600 |
The interest relating to the bank loan is due quarterly. The interest pay-PHQWVZLOODPRXQWWR(85}NLQWKHƄQDQFLDO\HDU,QWHUHVWSD- PHQWVRI(85}NDUHGXHIRUWKH\HDUVWR1HWGHEWDV
'HIHUUHG UHYHQXH DPRXQWV WR (85} N SUHYLRXV \HDU (85}N 7KHWRWDODPRXQWZLOOOHDGWRUHYHQXHSUHGRPLQDQWO\ LQWKHƄUVWKDOIRI
2WKHU FXUUHQW ƄQDQFLDO REOLJDWLRQV LQFOXGH VXEVHTXHQW SXUFKDVH price obligations from the acquisitions undertaken in 2015 amount-LQJWR(85}N
The other non-current liabilities comprise exclusively subsequent purchase price obligations in connection with the company acquisi-WLRQV\$VRI'HFHPEHUWKHVHPDLQO\FRQVLVWRI(85}N resulting from the purchase of Solibri Oy on December 31, 2015, as RIVW'HFHPEHULQWKH*URXSDPRXQWHGWR(85}PLOOLRQ The degree of debt amounted to 0. The external and internal charac-WHULVWLFVDUHWKHUHIRUHIXOƄOOHG
ZHOODV(85}NUHVXOWLQJIURPWKHSXUFKDVHRI'HVLJQ'DWD&RUporation on August 1, 2016. Additional purchase price commitments were valued at their fair values as of December 31, 2016.
The other non-current liabilities comprise mainly non-current DFFUXHG UHQW DPRXQWLQJ WR (85} N DVZHOO DV OLDELOLWLHVIURP QRQFXUUHQWSURƄWUHODWHGUHPXQHUDWLRQDPRXQWLQJWR(85}N
| Thousands of € | Total | Less than 1 year | 1 to 5 years | More than 5 years |
|---|---|---|---|---|
| Rental agreements | 32,449 | 10,825 | 19,143 | 2,481 |
| Leases | 3,219 | 1,481 | 1,687 | 51 |
| 7RWDOƄQDQFLDOFRPPLWPHQWVDVRI'HFHPEHU | 35,668 | 12,306 | 20,830 | 2,532 |
| Rental agreements | 31,100 | 8,817 | 20,778 | 1,505 |
| Leases | 3,256 | 1,393 | 1,749 | 114 |
| 7RWDOƄQDQFLDOFRPPLWPHQWVDVRI'HFHPEHU | 34,356 | 10,210 | 22,527 | 1,619 |
7KHUHQWDODJUHHPHQWVUHODWHDOPRVWH[FOXVLYHO\WRRIƄFHVSDFHZLWK limited terms. The leases are subject to the customary escalation clauses and renewal options. The lease obligations mainly consist RI OHDVHVIRU YHKLFOHV DQG RIƄFH DQG WHOHFRPPXQLFDWLRQV HTXLSment. Furthermore, there are guarantee obligations amounting to (85}NLQWRWDO7KHVHDUHPDLQO\UHQWDOJXDUDQWHHV
As at the closing date, there are no contingent liabilities.
The FDVKƅRZVWDWHPHQWLVVSOLWLQWRFDVKƅRZVIURPRSHUDWLQJ LQYHVWLQJDQGƄQDQFLQJDFWLYLWLHV:KHUHDVWKHFDVKƅRZIURPRSHU-DWLQJDFWLYLWLHVLVGHULYHGXVLQJWKHLQGLUHFWPHWKRGWKHFDVKƅRZV IURP LQYHVWLQJ DQG ƄQDQFLQJ DFWLYLWLHV DUH EDVHG RQ GLUHFW FDVK LQƅRZVDQGRXWƅRZV
&DVKƅRZIURPoperating activitiesDPRXQWVWR(85}NSUH-YLRXV\HDU(85}N
7KHFDVKƅRZIURPinvesting activitiesDPRXQWVWR(85}tN SUHYLRXV\HDU(85}tN ,QWKHFXUUHQWƄQDQFLDO\HDUWKLVSULmarily includes payments for the purchase of Design Data Corpora-WLRQ/LQFROQ86\$DVZHOODVLQYHVWPHQWVLQLQWDQJLEOHDVVHWVDQG RIƄFHDQGEXVLQHVVHTXLSPHQWDPRXQWLQJWR(85}N
7KHFDVKƅRZIURPƄQDQFLQJDFWLYLWLHVDPRXQWLQJWR(85}tN SUHYLRXV\HDU(85}N UHVXOWVIURPWKHWDNLQJRXWRIDEDQNORDQ IRUƄQDQFLQJWKH'HVLJQ'DWDDFTXLVLWLRQ(85}N 7KHSD\ ment of dividends to the shareholders of Nemetschek SE amount-LQJWR(85}tNSUHYLRXV\HDU(85}tN LVRQHRIWKH PRVW VLJQLƄFDQW FDVK RXWƅRZV DV DUH WKH UHSD\PHQW RI ORDQV DPRXQWLQJ WR (85} N DQG SURƄW VKDUHV RI QRQFRQWUROOLQJ LQWHUHVWVDPRXQWLQJWR(85}tNSUHYLRXV\HDU(85}tN )XUWKHU FDVK RXWƅRZV ZHUH UHFRUGHG IURP LQWHUHVW SD\PHQWV DPRXQWLQJWR(85}tNSUHYLRXV\HDU(85}N
The Group's cash and cash equivalents comprise cash and cash equivalents and break down as follows:
| 112,482 | 83,966 |
|---|---|
| 1,506 | 2,766 |
| 110,976 | 81,200 |
| 2016 | 2015 |
%DQNEDODQFHVHDUQLQWHUHVWDWWKHƅRDWLQJUDWHIRURQFDOOGHSRVLWV Fixed-term deposits are made for terms of between one day and three months depending on the immediate cash requirements of WKH*URXS7KHVHFRXOGEH VXEMHFW WR VOLJKWƅXFWXDWLRQVLQ YDOXH Fixed-term deposits bear interest at the respectively applicable rates. Carrying amounts generally correspond with fair value.
7KHƄQDQFLDODVVHWVDQGOLDELOLWLHVDUHSUHVHQWHGLQWKHIROORZLQJWDEOHDFFRUGLQJWRWKHLUPHDVXUHPHQWFDWHJRULHVDQGFODVVHV
| Measurement in accordance with IAS 39 | ||||||
|---|---|---|---|---|---|---|
| 2016 | Thousands of € | Carrying value per balance sheet Dec. 31, 2016 |
(Amortized) cost | Fair value impacting SURƄWORVV |
Fair value not impacting SURƄWORVV |
Fair value Dec. 31, 2016 |
| Trade receivables | ||||||
| H[FOXGLQJƄQDQFHOHDVHV | 38,794 | 38,794 | 38,794 | |||
| /RDQVDQGUHFHLYDEOHV | 38,794 | 38,794 | 38,794 | |||
| 2WKHUƄQDQFLDODVVHWV | 138 | 138 | 138 | |||
| /RDQVDQGUHFHLYDEOHV | 71 | 71 | 71 | |||
| \$YDLODEOHIRUVDOHƄQDQFLDODVVHWV | 67 | 67 | 67 | |||
| Cash and cash equivalents | 112,482 | 112,482 | 112,482 | |||
| 7RWDOƄQDQFLDODVVHWV | 151,414 | |||||
| thereof in accordance with measurement categories of IAS 39: |
||||||
| /RDQVDQGUHFHLYDEOHV | 151,347 | 151,347 | 151,347 | |||
| \$YDLODEOHIRUVDOHƄQDQFLDODVVHWV | 67 | 67 | 67 | |||
| Financial liabilities H[FOXGLQJƄQDQFHOHDVHV |
||||||
| )LQDQFLDOOLDELOLWLHVPHDVXUHG DWDPRUWL]HGFRVW |
||||||
| Trade payables | 7,922 | 7,922 | 7,922 | |||
| 2WKHUƄQDQFLDOOLDELOLWLHV | 107,086 | 96,231 | 10,855 | 107,086 | ||
| )LQDQFLDOOLDELOLWLHVPHDVXUHG DWDPRUWL]HGFRVW |
96,231 | 96,231 | ||||
| &RQGLWLRQDOSXUFKDVHSULFHREOLJDWLRQ | 10,855 | 10,855 | 10,855 | |||
| 7RWDOƄQDQFLDOOLDELOLWLHV | 115,008 | |||||
| thereof in accordance with valuation categories of IAS 39: |
||||||
| )LQDQFLDOOLDELOLWLHVPHDVXUHGDW DPRUWL]HGFRVW |
104,153 | 104,153 | 104,153 | |||
| &RQGLWLRQDOSXUFKDVHSULFHREOLJDWLRQ | 10,855 | 10,855 | 10,855 |
* Contained Equity Instruments for which no quoted market price was available, and were therefore amortized at cost.
| Measurement in accordance with IAS 39 | |||||
|---|---|---|---|---|---|
| 2015 Thousands of € |
Carrying value per balance sheet Dec. 31, 2015 |
Amortized cost | Fair value impacting SURƄWORVV |
Fair value not impacting SURƄWORVV |
Fair value Dec. 31, 2015 |
| Trade receivables | |||||
| H[FOXGLQJƄQDQFHOHDVHV | 29,611 | 29,611 | 29,611 | ||
| /RDQVDQGUHFHLYDEOHV | 29,611 | 29,611 | |||
| 2WKHUƄQDQFLDODVVHWV | 208 | 158 | 50 | 208 | |
| /RDQVDQGUHFHLYDEOHV | 191 | 141 | 50 | 191 | |
| \$YDLODEOHIRUVDOHƄQDQFLDODVVHWV | 17 | 17 | 17 | ||
| Cash and cash equivalents | 83,966 | 83,966 | 83,966 | ||
| 7RWDOƄQDQFLDODVVHWV | 113,785 | ||||
| thereof in accordance with measurement categories of IAS 39: |
|||||
| /RDQVDQGUHFHLYDEOHV | 113,718 | 113,768 | |||
| Financial liabilities H[FOXGLQJƄQDQFHOHDVHV |
|||||
| )LQDQFLDOOLDELOLWLHVPHDVXUHG DWDPRUWL]HGFRVW |
|||||
| Trade payables | 6,590 | 6,590 | 6,590 | ||
| 2WKHUƄQDQFLDOOLDELOLWLHV | 89,707 | 80,725 | 8,982 | 89,707 | |
| )LQDQFLDOOLDELOLWLHVPHDVXUHG DWDPRUWL]HGFRVW |
80,725 | 80,725 | |||
| &RQGLWLRQDOSXUFKDVHSULFHREOLJDWLRQ | 8,982 | 8,982 | 8,982 | ||
| 7RWDOƄQDQFLDOOLDELOLWLHV | 96,297 | ||||
| thereof in accordance with valuation categories of IAS 39: |
|||||
| )LQDQFLDOOLDELOLWLHVPHDVXUHGDW DPRUWL]HGFRVW |
87,315 | 87,315 | 87,315 | ||
| &RQGLWLRQDOSXUFKDVHSULFHREOLJDWLRQ | 8,982 | 8,982 | 8,982 |
3UHYLRXV\HDUYDOXHVDGMXVWHGWRƄQDOSXUFKDVHSULFHDOORFDWLRQRI6ROLEUL*URXS
** Contained Equity Instruments for which no quoted market price was available, and were therefore amortized at cost.
Solibri Model Checker
Solibri Model Viewer
Solibri IFC Optimizer
Today there is more data than ever in BIM models, resulting in a very real requirement to manage, verify and validate the data, in addition to the model itself. This is where Solibri Model Checker (SMC) comes into its own.
SMC is like a 'Swiss Army Knife', with each blade addressing a different BIM use case. 60&GHƄQHVDQGVXSSRUWVWKH4XDOLW\$VVXUance and Quality Control (QA/QC) processes in their clients' businesses.
60&ƄQGVIDXOWVEHIRUHDVLQJOHEULFNLVODLG,W PDQDJHV4\$4&LQWKHZRUNƅRZIRUDOOWHDP members – designers, construction companies and building owners.
STRONG BRANDS. GREAT PROJECTS.
Solibri offers a universal applicable software solution for quality check and BIM model DQDO\VLVIRUDQHIƄFLHQWFRQVWUXFWLRQSURFHVV
| Segment: | Design |
|---|---|
| Company size: | 39 employees |
| Locations: | Helsinki, Hamburg, Leeds Madrid, Scottsdale |
| Website: | www.solibri.com |
Contractor: YIT Construction
161
Tripla is the biggest construction project in Finland. Located in Central Helsinki, it is a three-phase construction of 350,000 m2 and will be completed in 2021.
For trade receivables and other current receivables as well as cash and cash equivalents, the carrying value is equal to the fair value.
)LQDQFLDOOLDELOLWLHVWKHUHDUHQR ƄQDQFLDODVVHWV PHDVXUHGDWIDLU YDOXHFDQEHFODVVLƄHGLQWKHIROORZLQJWKUHHWLHUPHDVXUHPHQWKLHUarchy:
For trade payables, the carrying value is equal to the fair value.
| 2016 Thousands of € |
Year-end Dec. 31, 2016 |
Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Financial liabilities at fair value | ||||
| )DLUYDOXHLPSDFWLQJSURƄWORVV | ||||
| Contingent consideration | 10,855 | 10,855 | ||
| Derivatives without balance sheet hedging UHODWLRQVKLSƄQDQFLDOOLDELOLWLHVKHOGIRUWUDGLQJ |
||||
| Derivatives with balance sheet hedging relationship (hedge accounting) |
||||
| )DLUYDOXHQRWLPSDFWLQJSURƄWORVV | ||||
| Derivatives with balance sheet hedging relationship (hedge accounting) |
||||
| Total | 10,855 | 0 | 0 | 10,855 |
7KHPHDVXUHPHQWKLHUDUFK\UHƅHFWVWKHVLJQLƄFDQFHRIWKHIDFWRUV LQFOXGHGLQWKHGHWHUPLQDWLRQRIWKHIDLUYDOXHV\$W/HYHOƄQDQFLDO instruments are recorded, the fair value of which is calculated based on quoted market prices on active markets. Fair values at Level 2 DUHGHWHUPLQHGEDVHGRQREVHUYDEOHPDUNHWGDWD\$W/HYHOƄQDQcial instruments are recorded, the fair value of which is calculated using non-observable market data. In the reporting year 2016, sub-VHTXHQWSXUFKDVHSULFHSD\PHQWVRI(85}NZHUHPHDVXUHG DWIDLU YDOXH ,Q WKH ƄQDQFLDO \HDU WKH FRQGLWLRQDO SXUFKDVH SULFHREOLJDWLRQVLQFUHDVHGLQWRWDOE(85}N2IWKHLQFUHDVH
(85}NDUHSULPDULO\IURPWKHDFTXLVLWLRQRI'HVLJQ'DWD7KH measurement of the subsequent purchase price obligations was performed using the parameters stipulated by the contract. Primarily these include future revenue and EBITA developments of the companies. The measurement model accounts for the present value of the expected payment discounted at a risk-adjusted discount rate.
The expected payment is determined accounting for potential scenarios for the forecast revenues and the forecast EBITA margin and the probability of each of these scenarios.
| 2015 | Thousands of € | Year-end Dec. 31, 2015 |
Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|---|
| Financial liabilities at fair value | |||||
| )DLUYDOXHLPSDFWLQJSURƄWORVV | |||||
| Contingent consideration* | 8,982 | 8,982 | |||
| Derivatives without balance sheet hedging UHODWLRQVKLSƄQDQFLDOOLDELOLWLHVKHOGIRUWUDGLQJ |
50 | 50 | |||
| Derivatives with balance sheet hedging relationship (hedge accounting) |
|||||
| )DLUYDOXHQRWLPSDFWLQJSURƄWORVV | |||||
| Derivatives with balance sheet hedging relationship (hedge accounting) |
|||||
| Total | 9,032 | 50 | 0 | 8,982 |
3UHYLRXV\HDUYDOXHVDGMXVWHGWRƄQDOSXUFKDVHSULFHDOORFDWLRQRI6ROLEUL*URXS
Depending on their maturity, the derivatives used as hedging instru-PHQWVZLWKSRVLWLYHRUQHJDWLYH IDLUYDOXHVDUHHLWKHUFODVVLƄHGDV RWKHUFXUUHQWƄQDQFLDODVVHWVRURWKHUFXUUHQWƄQDQFLDOOLDELOLWLHV RU DVRWKHUQRQFXUUHQWƄQDQFLDODVVHWVRURWKHUQRQFXUUHQWƄQDQFLDO OLDELOLWLHV 'HULYDWLYH ƄQDQFLDO LQVWUXPHQWV QRW XVHG DV KHGJLQJ
)DLUYDOXHLVGHƄQHGDVWKHDPRXQWDWZKLFKWKHLQVWUXPHQWFRXOGEH exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in a forced sale or liquidation. Depending on the situation, fair values are obtained
7KHUHDUHQRVLJQLƄFDQWGLIIHUHQFHVLQ WKH*URXSEHWZHHQ WKHIDLU YDOXHDQGWKHFDUU\LQJDPRXQWRIƄQDQFLDOLQVWUXPHQWV7KHFDUU\LQJ DPRXQWRIFDVKDQGFDVKHTXLYDOHQWVRWKHUFXUUHQWƄQDQFLDODVVHWV DQGFXUUHQWƄQDQFLDOOLDELOLWLHVFORVHO\DSSUR[LPDWHVIDLUYDOXHGXHWR WKHUHODWLYHO\VKRUWWHUPPDWXULW\RIWKHVHƄQDQFLDOLQVWUXPHQWV7KH fair value of non-current liabilities to banks and other non-current ƄQDQFLDO OLDELOLWLHV LV GHWHUPLQHG E\ WKH GLVFRXQWLQJ RI H[SHFWHG FDVKƅRZV7KHIDLUYDOXHDSSUR[LPDWHG WKHFDUU\LQJYDOXHRI WKH aforementioned obligations due to the use of market interest rates.
LQVWUXPHQWVDUHFODVVLƄHGDVƄQDQFLDODVVHWVKHOGIRU WUDGLQJDQG PHDVXUHG DW IDLU YDOXH FKDQJHV LQ IDLU YDOXH DUH LQFOXGHG LQ WKH result for the period. There were no hedging transactions as of December 31, 2016.
IURPTXRWHGPDUNHWSULFHVGLVFRXQWHGFDVKƅRZDQDO\VHVRURSWLRQ pricing models as appropriate.
The following methods and assumptions are used to estimate the IDLUYDOXHRIHDFKFODVVRIƄQDQFLDOLQVWUXPHQW
Where no quoted market prices are available, the fair value of pub-OLFO\ WUDGHG ƄQDQFLDO LQVWUXPHQWV LV HVWLPDWHG EDVHG RQ TXRWHG market prices for the same or similar investments. For all other instruments for which there are no market prices, a reasonable esti-PDWHRIIDLUYDOXHZDVFDOFXODWHGEDVHGRQWKHH[SHFWHGFDVKƅRZ or the underlying net asset base for each investment. All carrying amounts approximate the fair value of the corresponding items.
7KHREMHFWLYHRIWKH*URXSZLWKUHJDUGWRƄQDQFLDOULVNPDQDJHPHQW is to mitigate the risks presented below by the methods described. The Group generally pursues a conservative, risk-averse strategy.
7KHPDLQƄQDQFLDOOLDELOLWLHVXVHGE\WKH*URXStH[FHSWIRUGHULYD-WLYHƄQDQFLDOLQVWUXPHQWVtLQFOXGHEDQNORDQVDQGRYHUGUDIWIDFLOL-
7KHFUHGLWULVNIURPEDODQFHVZLWKEDQNVDQGƄQDQFLDOLQVWLWXWLRQVRI Group companies is managed in accordance with the Group's policy and in agreement with Group headquarters. The limits are set to mini-PL]H WKH FRQFHQWUDWLRQ RI ULVNV DQG WKHUHIRUHPLWLJDWH ƄQDQFLDO ORVV through potential default of a business partner. The main risks arising ƄQDQFLDOOLDELOLWLHVLVWRUDLVHƄQDQFHIRUWKH*URXSpVRSHUDWLRQV7KH *URXSKDVYDULRXVƄQDQFLDODVVHWVVXFKDV WUDGH UHFHLYDEOHVDQG cash and short-term deposits, which arise directly from its business activities.
ties, trade payables and other liabilities. The main purpose of these
liquidity risk, foreign currency risk and credit risk. The company's management reviews and agrees policies for managing each of these risks which are summarized below. The Group generally pursues a conservative, risk-averse strategy.
In the course of ordinary operations, the Nemetschek Group is H[SRVHG WR H[FKDQJH UDWH ƅXFWXDWLRQV LQ SDUWLFXODU 7KH *URXSpV policy is to eliminate or contain these risks by entering into hedging transactions. The currency risks of the Group occur due to the fact that the Group operates and has production sites and sales establishments in different countries worldwide. All hedging measures are centrally agreed and coordinated with Group Accounting.
Due to its international business operations, the Nemetschek Group LVH[SRVHGWRH[FKDQJHUDWHƅXFWXDWLRQVRQWKHLQWHUQDWLRQDOPRQH\ and capital markets. Group-wide foreign currency policy is governed by instructions which are guided by the minimum requirements for bank trading issued by the German Federal Financial 6XSHUYLVRU\$JHQF\%D)LQ 2QO\ƄUVWFODVVQDWLRQDOEDQNVZKRVH credit rating is checked regularly by rating agencies may act as partners for hedging transactions.
As required, the Group companies enter into various types of foreign exchange business to manage their foreign exchange risk UHVXOWLQJIURPFDVKƅRZVIURPDQWLFLSDWHG EXVLQHVVDFWLYLWLHVDQG ƄQDQFLQJDUUDQJHPHQWVGHQRPLQDWHGLQIRUHLJQFXUUHQFLHV
7KHH[FKDQJHUDWHƅXFWXDWLRQRQO\KDVDOLPLWHGHIIHFWDWWRS*URXS level because the operating subsidiaries outside the Euro area record revenue as well as cost of materials, personnel expenses and other expenses in their local currency.
The table below shows the sensitivity of Group revenue and Group (%,7WRDUHDVRQDEO\SRVVLEOHƅXFWXDWLRQLQWKH86GROODUDQGWKH
Hungarian forint exchange rates. All other variables remain constant.
| Thousands of € | Change of exchange rate USD |
Sensitivity effect on Revenues |
Sensitivity effect on EBIT |
|---|---|---|---|
| Fiscal year 2016 | |||
| DYHUDJH86'(85}H[FKDQJHUDWH | + 5% | – 6,008 | – 1,234 |
| – 5% | 6,640 | 1,364 | |
| Fiscal year 2015 | |||
| DYHUDJH86'(85}H[FKDQJHUDWH | + 5% | – 4,801 | – 1,019 |
| – 5% | 5,306 | 1,126 |
| Thousands of € | Change of exchange rate HUF |
Sensitivity effect on Revenues |
Sensitivity effect on EBIT |
|---|---|---|---|
| Fiscal year 2016 | |||
| DYHUDJH+8)(85}H[FKDQJHUDWH | + 5% | – 1,161 | – 79 |
| – 5% | 1,284 | 87 | |
| Fiscal year 2015 | |||
| DYHUDJH+8)(85}H[FKDQJHUDWH | + 5% | – 1,010 | – 74 |
| – 5% | 1,116 | 82 |
)RUHLJQ FXUUHQF\ ƄQDQFLDO DVVHWV PDLQO\ H[LVW LQ D VXEVLGLDU\ LQ Hungary. The following table shows the foreign currency receivables existing as at December 31, 2016, and changes in the closing date rate:
| 2016 | Thousands of € | Change of exchange rate |
Sensitivity effect on EBIT |
|---|---|---|---|
| Trade receivables | |||
| +8)(85} | + 5% | – 174 | |
| Total in kEUR: 3,646 | – 5% | 192 | |
| HUF/USD | + 5% | – 8 | |
| Total in kEUR: 177 | – 5% | 9 |
| 2015 Thousands of € |
Change of exchange rate |
Sensitivity effect on EBIT |
|---|---|---|
| Trade receivables | ||
| +8)(85} | + 5% | – 123 |
| Total in kEUR: 2,588 | – 5% | 136 |
| HUF/USD | + 5% | – 10 |
| Total in kEUR: 218 | – 5% | 11 |
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Default risks, i.e., the risk of contractual parties not meeting their payment obligations, are managed by means of credit approvals, the setting of upper limits and monitoring procedures. Where appropriate, the company obtains additional collateral in the form of rights to securities.
The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy equity ratios in order to support its business operations and maximize shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
The gearing ratio represents the relationship between net debt and (%,7'\$1HWGHEWLVHVVHQWLDOO\GHƄQHGDVFXUUHQWDQGQRQFXUUHQW loans plus interest bearing liabilities (less pension provisions) less any cash and cash equivalents. Group net debt as of December 31,
The equity ratio is the ratio of equity to total equity and liabilities. The Nemetschek Group's equity ratio amounts to 44.4% (previous
The Group trades only with recognized, creditworthy third parties. It is the Group's policy that customers who wish to trade materially on FUHGLW WHUPVDUHVXEMHFW WRFUHGLWYHULƄFDWLRQSURFHGXUHV,QDGGLtion, receivable balances are monitored on an ongoing basis with WKHUHVXOWWKDWWKH*URXSpVH[SRVXUHWREDGGHEWVLVQRWVLJQLƄFDQW For transactions that do not occur in the country of the relevant
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To manage this risk, the company periodically assesses the credit rating of its customers. The Group monitors its risk of a shortage of funds using monthly liquidity planning.
7KLVFRQVLGHUVWKHPDWXULW\RIERWKLWVƄQDQFLDODVVHWVDFFRXQWV UHFHLYDEOH Ƅ[HGWHUP GHSRVLWV HWF DQG SURMHFWHG FDVK ƅRZV from operating activities. The Group's objective is to maintain a balance between providing continuity of funding and ensuring ƅH[LELOLW\
The company does not expect that any of its business partners deemed highly creditworthy will fail to meet their obligations. The 1HPHWVFKHN*URXSKDVQRVLJQLƄFDQWFRQFHQWUDWLRQRIFUHGLWULVNV ZLWKDQ\VLQJOHFXVWRPHURUVSHFLƄFFXVWRPHUJURXS7KHPD[LPXP credit risk can be calculated from the amounts shown in the balance sheet. The terms of payment fall within the customary 30 to 90 days for the industry.
shareholders or return capital payments to shareholders. No changes were made to the objectives, policies or processes as of December 31, 2016, or as of December 31, 2015. The Group meets externally imposed minimum capital requirements.
The Group monitors its capital based on the key indicators of gearing and equity ratios.
DPRXQWHGWR(85}t}PLOOLRQ7KHJHDULQJUDWLRDPRXQWHGWR 0 accordingly. Thus, external and internal key indicators have been met.
year: 45.0%). Thus, external and internal key indicators have been met.
operating unit, the Group does not offer credit terms without prior DSSURYDO7KHUHLVQRVLJQLƄFDQWFRQFHQWUDWLRQRIGHIDXOWULVNVZLWKin the Group.
:LWKUHVSHFWWRWKHRWKHUƄQDQFLDODVVHWVRIWKH*URXSZKLFKFRPprise cash and cash equivalents, the Group's maximum credit risk arising from default of the counterparty is equal to the carrying amount of these instruments.
\$V D UHVXOWRI WKH FXUUHQW*URXS ƄQDQFLQJ VWUXFWXUH WKHUH DUHQR material interest risks.
[26] The company divides its activities into the segments Design, Build, Manage and Media & Entertainment. The Design segment contains the architecture and engineering division and is mainly characterized by the development and marketing of CAD, static engineering and tender software. The Build segment involves the creation and marketing of commercial software for construction companies. The Manage segment covers facility and property management, which involves the extensive administration and management of property development projects. Furthermore, the Group's 0HGLD (QWHUWDLQPHQWVHJPHQWLVLQYROYHGLQWKHƄHOGRIPXOWLPHdia software, visualization and animation.
The following tables present segment revenue and results and certain assets and liabilities of the Group's business segments.
| 2016 | Thousands of € | Total | Elimination/ Reconciliation |
Design | Build | Manage | Media & Entertainment |
|---|---|---|---|---|---|---|---|
| Revenue, external | 337,286 | 0 | 220,899 | 87,472 | 7,082 | 21,833 | |
| Intersegment revenue | – 2,601 | 0 | 1,075 | 5 | 1,521 | ||
| Total revenue | 337,286 | – 2,601 | 220,899 | 88,547 | 7,087 | 23,354 | |
| EBITDA | 87,987 | 1,900 | 63,235 | 12,816 | 1,609 | 8,427 | |
| Amortization / depreciation | – 18,314 | – 7,087 | – 10,771 | – 54 | – 402 | ||
| Segment operating result (EBIT) | 69,673 | 1,900 | 56,149 | 2,044 | 1,554 | 8,026 | |
| Interest income | 183 | ||||||
| Interest expenses | – 1,046 | ||||||
| Share of results of associated companies |
380 | ||||||
| 2WKHUƄQDQFLDOUHVXOW | – 23 | ||||||
| Income tax | – 20,325 | ||||||
| 3URƄWIRUWKHSHULRG | 48,842 | ||||||
| SEGMENT REPORTING 2015 |
Thousands of € | Total | Elimination | Design | Build | Manage | Media & Entertainment |
| Revenue, external | 285,269 | 0 | 198,778 | 60,074 | 6,323 | 20,094 | |
| Intersegment revenue | – 1,990 | 1 | 564 | 7 | 1,418 | ||
| Total revenue | 285,269 | – 1,990 | 198,779 | 60,638 | 6,330 | 21,512 | |
| EBITDA | 69,486 | 49,452 | 10,444 | 1,348 | 8,242 | ||
| Amortization / depreciation | – 16,781 | – 7,452 | – 8,954 | – 45 | – 330 | ||
| Segment operating result (EBIT) | 52,705 | 42,000 | 1,490 | 1,303 | 7,912 | ||
| Interest income | 178 | ||||||
| Interest expenses | – 705 | ||||||
| Share of results of associated companies |
970 | ||||||
| 2WKHUƄQDQFLDOUHVXOW | 1,035 | ||||||
| Income tax | – 16,401 | ||||||
| 3URƄWIRUWKHSHULRG | 37,782 |
The item of depreciation/amortization of the Design segment includes amortization of purchase price allocation amounting to
(85}NSUHYLRXV \HDU(85}N DQGRI WKH%XLOG VHJ-PHQWDPRXQWLQJWR(85}NSUHYLRXV\HDU(85}N
7KHVHFRQGDU\VHJPHQW UHSRUWLQJIRUPDWIRUƄQDQFLDO UHSRUWLQJ relating to the balance sheet that is used for the Group's internal organizational and management purposes does not show a geographical breakdown between Germany and other countries. It is therefore not presented in greater detail.
Segment reporting by geographical region is as follows:
length basis in a manner similar to transactions with third parties. Segment revenue, segment expense and the segment result also include transfers between business segments. These transfers are eliminated in consolidation.
Transfer prices between business segments are set on an arm's
| Thousands of € | Revenues 2016 |
Fixed assets 2016 |
Additions to Ƅ[HGDVVHWV |
Revenues 2015 |
Fixed assets 2015 |
Additions to Ƅ[HGDVVHWV |
|---|---|---|---|---|---|---|
| Germany | 106,746 | 22,244 | 2,063 | 95,782 | 24,611 | 1,766 |
| Abroad | 230,540 | 258,918 | 5,307 | 189,487 | 216,142* | 5,898 |
| Total | 337,286 | 281,162 | 7,370 | 285,269 | 240,753 | 7,664 |
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The Group's geographical segment assets are based on the location of the assets. Correspondingly, the German segment held total DVVHWV RI (85} N SUHYLRXV \HDU (85} N DQG WKH QRQ*HUPDQVHJPHQWFRXQWHGWRWDODVVHWVRI(85}NSUHYL-RXV\HDU(85}N
Sales to external customers disclosed in the geographical segments are allocated to the various territories on the basis of the customer's location.
| 2016 Thousands of € |
Total | Design | Build | Manage | Media & Entertainment |
|---|---|---|---|---|---|
| Trade receivables | 38,794 | 22,384 | 13,868 | 1,257 | 1,285 |
| Inventories | 597 | 530 | 6 | 0 | 61 |
| Other assets | 9,775 | 7,719 | 1,768 | 40 | 248 |
| Fixed assets | 281,161 | 65,209 | 209,373 | 2,125 | 4,454 |
| WKHUHRIDGGLWLRQVWRƄ[HGDVVHWV | 7,370 | 4,513 | 1,735 | 70 | 1,052 |
| WKHUHRIDGGLWLRQVGXHWREXVLQHVVFRPELQDWLRQV | 46,707 | 0 | 46,707 | 0 | 0 |
| Segment assets | 330,328 | 95,842 | 225,015 | 3,422 | 6,048 |
| Cash and cash equivalents | 112,482 | ||||
| Investments in associates and long-term available-for-sale assets |
2,474 | ||||
| Non-allocated assets* | 9,464 | ||||
| Total assets | 454,748 | ||||
| Liabilities | 38,716 | 13,464 | 23,653 | 307 | 1,292 |
| Provisions and accrued liabilities | 32,778 | 18,279 | 11,810 | 508 | 2,181 |
| Pensions and related obligations | 1,660 | 155 | 0 | 0 | 1,505 |
| Deferred revenue | 55,293 | 34,621 | 16,658 | 243 | 3,771 |
| Segment liabilities | 128,446 | 66,519 | 52,121 | 1,058 | 8,749 |
| Non-allocated liabilities** | 124,184 | ||||
| Total liabilities | 252,630 |
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| 2015 Thousands of € |
Total | Design | Build | Manage | Media & Entertainment |
|---|---|---|---|---|---|
| Trade receivables | 29,611 | 20,178 | 6,963 | 1,057 | 1,413 |
| Inventories | 530 | 469 | 7 | 0 | 54 |
| Other assets | 7,734 | 6,398 | 1,175 | 12 | 149 |
| Fixed assets | 240,753*** | 66,844 | 167,975*** | 2,111 | 3,823 |
| WKHUHRIDGGLWLRQVWRƄ[HGDVVHWV | 7,664 | 4,145 | 3,077 | 49 | 393 |
| WKHUHRIDGGLWLRQVGXHWREXVLQHVVFRPELQDWLRQV | 4,881 | 0 | 0 | ||
| Segment assets | 278,629 | 93,889 | 176,120 | 3,180 | 5,439 |
| Cash and cash equivalents | 83,966 | ||||
| Investments in associates and long-term available-for-sale assets |
1,863 | ||||
| Non-allocated assets* | 6,324 | ||||
| Total assets | 370,781 | ||||
| Liabilities | 29,363*** | 11,918 | 16,504*** | 335 | 606 |
| Provisions and accrued liabilities | 25,619 | 17,417 | 6,383 | 426 | 1,393 |
| Pensions and related obligations | 1,744 | 414 | 0 | 0 | 1,330 |
| Deferred revenue | 41,996 | 31,502 | 7,326 | 41 | 3,127 |
| Segment liabilities | 98,722 | 61,251 | 30,213 | 802 | 6,456 |
| Non-allocated liabilities** | 105,142*** | ||||
| Total liabilities | 203,864 |
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[27] On December 20, 2016, Nemetschek SE agreed to acquire RI WKH VKDUHVRI WKH1RUZHJLDQ VRIWZDUH FRPSDQ\G5RIXV \$6G5RIXVLVDOHDGLQJSURYLGHURI%,0EDVHGGHVLJQDQGFROODERration tools. The company is active internationally with a focus on (XURSH WKH 86\$ DQG \$XVWUDOLD 7KH DFTXLVLWLRQ EHFRPHV OHJDOO\ HIIHFWLYHDVRI-DQXDU\$VRI-DQXDU\WKHG5RIXV Group will be integrated in the Nemetschek Group. The purchase SULFHIRUWKHVKDUHVDPRXQWHGWR(85}N)LQDQFLQJZDVSUR-
@ The Group enters into transactions with its associates and related parties. These transactions are part of ordinary activities and DUH WUHDWHGDWDUPpVOHQJWK5HODWHGSDUWLHVDUHGHƄQHGDVSDUWLHV ZKRFDQDWOHDVWEHVLJQLƄFDQWO\LQƅXHQFHGE\WKHFRPSDQ\RURYHU ZKRP WKHFRPSDQ\FDQDWOHDVWH[HUFLVH VLJQLƄFDQWLQƅXHQFH,Q addition to the executive and supervisory boards, these also include family members and partners of the relevant people.
Transactions of the Group companies include the following:
5HQWDORIVSDFHDVZHOODVUHSDLUVIURP&RQFHQWUD*PE+ &R .*0XQLFK DPRXQWLQJ WR D WRWDO RI (85} N SUHYLRXV \HDU (85}N
vided through the company's own capital resources as well as through the use of lines of credit. As part of the preliminary pur-FKDVHSULFHDOORFDWLRQLQWDQJLEOHDVVHWVRI(85}NDQGJRRG-ZLOOLQDQDPRXQWRI(85}NZHUHLGHQWLƄHG7KHVHPDWHULDOO\ comprise of customer base, brand name and technology. The DFTXLUHGQHWDVVHWVKDYHDSUHOLPLQDU\YDOXHRI(85}N\$GGLtional information is not available due to the short term nature of the acquisition.
8VH RI VHUYLFHVIURP 6LQJKDPPHU ,7 &RQVXOWLQJ \$*0XQLFK DPRXQWLQJWRDWRWDORI(85}NSUHYLRXV\HDU(85}N
8VHRIVHUYLFHVIURP'RFX:DUH*PE+*HUPHULQJDPRXQWLQJ WRDWRWDORI(85}NSUHYLRXV\HDU(85}N
7KHUHZDVDWUDGHSD\DEOHRI(85}NGXHWR&RQFHQWUD*PE+ Co. KG, Munich, as of the balance sheet date. There are no further material open items in the balance sheet which originate from sig-QLƄFDQWWUDQVDFWLRQVZLWKDVVRFLDWHGHQWLWLHVDQGUHODWHGSDUWLHV
The executive and supervisory boards informed us that there were QRSXUFKDVHVRUVDOHVRIVKDUHVLQWKHFRPSDQ\SXUVXDQWWRD WpHG (so-called directors' dealings) by themselves or by related SDUWLHVLQWKHƄQDQFLDO\HDU
DISCLOSURE REQUIREMENTS UNDER § 21 (1) WPHG The direct and indirect voting rights of the following persons/institutions in Nemetschek SE as of December 31, 2016, were as follows:
The members of the supervisory board of Nemetschek SE receive DQQXDOUHPXQHUDWLRQZKLFKFRQWDLQVERWKƄ[HGDQGYDULDEOHFRP-
The disclosures are based on the information reported to 1HPHWVFKHN 6( XQGHU II :S+* 7KH DFWXDO QXPEHU RI shareholder voting rights can deviate from the number disclosed due to interim, non-reportable or unreported trading.
SRQHQWV5HPXQHUDWLRQRI WKHVXSHUYLVRU\ERDUGEUHDNVGRZQDV follows:
| 2016 Thousands of € |
Fixed components | Variable components | 2016 |
|---|---|---|---|
| Kurt Dobitsch | 30.0 | 199.0 | 229.0 |
| Prof. Georg Nemetschek | 22.5 | 199.0 | 221.5 |
| Rüdiger Herzog | 15.0 | 199.0 | 214.0 |
| Total | 67.5 | 597.0 | 664.5 |
| 2015 Thousands of € |
Fixed components | Variable components | 2015 |
|---|---|---|---|
| Kurt Dobitsch | 30.0 | 141.5 | 171.5 |
| Prof. Georg Nemetschek | 22.5 | 141.5 | 164.0 |
| Rüdiger Herzog | 15.0 | 141.5 | 156.5 |
| Total | 67.5 | 424.5 | 492.0 |
The remuneration of the members of the executive board consists RIƄ[HGFRPSHQVDWLRQDQGWKHXVXDODGGLWLRQDOFRPSRQHQWVVXFK as health and long-term care insurance as well as a company car, and a variable, performance-based compensation. The variable compensation has a current and non-current component.
The current, performance-based (variable) compensation mainly depends on corporate targets achieved (revenue, EBITA and earnings per share) which are agreed between the supervisory board DQGH[HFXWLYHERDUGDWWKHEHJLQQLQJRIHDFKƄQDQFLDO\HDU
The non-current performance-based (variable) executive board com-SHQVDWLRQ t DOVR NQRZQ DV WKH /RQJ7HUP ,QFHQWLYH 3ODQ /7,3 t GHSHQGVRQWKHDFKLHYHPHQWRIƄ[HGFRUSRUDWHWDUJHWVZLWKUHJDUG to the development of revenue and operative result (EBITA). as well DVSUHGHƄQHGVWUDWHJLFSURMHFWJRDOV7KHSHULRGREVHUYHGLVDOZD\V WKUHHƄQDQFLDO\HDUV3DUWLFLSDWLRQRIWKHH[HFXWLYHERDUGLQWKH/7,3 requires an appropriate nomination by the supervisory board at the annual balance sheet meeting of the supervisory board. The three H[HFXWLYHERDUGPHPEHUV3DWULN+HLGHU9LNWRU9¾UNRQ\LDQG6HDQ )ODKHUW\ZHUHQRPLQDWHGIRU/7,3LQttDVZHOO DVLQt,QWKHƄQDQFLDO\HDUQRQRQFXUUHQWYDULDEOH component was paid out but earned.
,Q WKHIROORZLQJ WDEOHV WKH UHPXQHUDWLRQSD\PHQWVEHQHƄWVDQG additional provisions are individually presented for each member of the executive board of Nemetschek SE in accordance with the recommendations of section 4.2.5 (3) of the German Corporate Governance Code:
| Patrik Heider | Sean Flaherty | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Thousands of € | 2015 Initial Value |
2016 Initial Value |
2016 Minimum |
2016 Maximum |
2015 Initial Value |
2016 Initial Value |
2016 Minimum |
2016 Maximum |
|
| Fixed compensation | 200 | 242 | 242 | 242 | 96 | 115 | 115 | 115 | |
| )ULQJHEHQHƄWV | 20 | 18 | 18 | 18 | 0 | 0 | 0 | 0 | |
| Total | 220 | 260 | 260 | 260 | 96 | 115 | 115 | 115 | |
| One-year variable compensation |
360 | 415 | 0 | 500 | 0 | 137 | 0 | 200 | |
| Multi-year variable compensation |
LTIP 2014 – 2016 |
161 | 88 | 0 | 88 | 161 | 88 | 0 | 88 |
| LTIP 2015 – 2017 |
183 | 109 | 0 | 206 | 183 | 109 | 0 | 206 | |
| LTIP 2016 – 2018 |
– | 143 | 0 | 258 | – | 143 | 0 | 258 | |
| Total | 924 | 1,015 | 260 | 1,312 | 440 | 592 | 115 | 867 |
| Viktor Várkonyi | ||||||
|---|---|---|---|---|---|---|
| Thousands of € | 2015 Initial Value |
2016 Initial Value |
2016 Minimum |
2016 Maximum |
||
| Fixed compensation | 96 | 96 | 96 | 96 | ||
| )ULQJHEHQHƄWV | 0 | 0 | 0 | 0 | ||
| Total | 96 | 96 | 96 | 96 | ||
| One-year variable compensation | 0 | 0 | 0 | 0 | ||
| Multi-year variable compensation |
LTIP 2014 – 2016 |
161 | 88 | 0 | 88 | |
| LTIP 2015 – 2017 |
183 | 109 | 0 | 206 | ||
| LTIP 2016 – 2018 |
– | 143 | 0 | 258 | ||
| Total | 440 | 436 | 96 | 648 |
| Patrik Heider | Sean Flaherty | ||||
|---|---|---|---|---|---|
| Thousands of € | 2016 Initial Value |
2015 Initial Value |
2016 Initial Value |
2015 Initial Value |
|
| Fixed compensation | 242 | 200 | 115 | 96 | |
| )ULQJHEHQHƄWV | 18 | 20 | 0 | 0 | |
| Total | 260 | 220 | 115 | 96 | |
| One-year variable compensation | 415 | 360 | 137 | 0 | |
| Multi-year variable LTIP compensation 2014 – 2016 |
0 | 0 | 0 | 0 | |
| LTIP 2015 – 2017 |
0 | 0 | 0 | 0 | |
| LTIP 2016 – 2018 |
0 | 0 | 0 | 0 | |
| Total | 675 | 580 | 252 | 96 |
| Thousands of € | 2016 Initial Value |
2015 Initial Value |
|
|---|---|---|---|
| Fixed compensation | 96 | 96 | |
| )ULQJHEHQHƄWV | 0 | 0 | |
| Total | 96 | 96 | |
| One-year variable compensation | 0 | 0 | |
| Multi-year variable LTIP compensation 2014 – 2016 |
0 | 0 | |
| LTIP 2015 – 2017 |
0 | 0 | |
| LTIP 2016 – 2018 |
0 | 0 | |
| Total | 96 | 96 |
Total remuneration granted to the executive board by Nemetschek 6(IRU WKH ƄQDQFLDO \HDU DPRXQWV WR (85} N SUHYLRXV \HDU(85}N
,QDGGLWLRQWRWKHUHPXQHUDWLRQSDLGE\1HPHWVFKHN6(9LNWRU9¾UNR-Q\LIURP*UDSKLVRIW6(UHFHLYHGƄ[HGUHPXQHUDWLRQRI(85}NSUH-YLRXV \HDU (85} N JURVV DQG D SHUIRUPDQFHUHODWHG FXUUHQW UHPXQHUDWLRQRI(85}NSUHYLRXV\HDU(85}N JURVV6HDQ)OD-KHUW\ UHFHLYHG D Ƅ[HG DPRXQWIURP 9HFWRUZRUNV ,QF UHVSHFWLYHO\ IURP 0D\ IURP 1HPHWVFKHN ,QF RI (85} N SUHYLRXV \HDU (85}N JURVVDQGDSHUIRUPDQFHUHODWHGFXUUHQWUHPXQHUDWLRQRI (85NSUHYLRXV\HDU(85}N JURVV7RWDOUHPXQHUDWLRQIURP VXEVLGLDULHVIRU0U9¾UNRQ\LDQG0U)ODKHUW\DPRXQWHGWR(85}N SUHYLRXV\HDU(85}N
[29]7KHIROORZLQJIHHVRIWKHDXGLWRURIWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVZHUHH[SHQVHGLQWKHƄQDQFLDO\HDU
| Thousands of € | 2016 | 2015 |
|---|---|---|
| Financial statements audit services | 250 | 279 |
| Tax advisory services | 24 | 93 |
| Other services | 15 | 0 |
| Total | 289 | 372 |
[30] 7KHH[HFXWLYHERDUGDSSURYHGWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVRQ0DUFKWREHSDVVHGRQWRWKHVXSHUYLVRU\ERDUG
Mr. Kurt Dobitsch (independent businessman) Chairman
Member of the following supervisory boards:
(Dipl.-Ing. [Engineering degree], independent businessman) Deputy Chairman
(Lawyer)
Member of the following supervisory boards:
CONSOLIDATED FINANCIAL STATEMENTS
Mr. Patrik Heider (Dipl.-Kfm. [FH] [Business degree]) Spokesman of the Executive Board and CFOO
Member of the following supervisory boards:
(Bachelor of Computer Science) Member of the Executive Board (until April 30, 2016) CSO (since May 1, 2016) &(29HFWRUZRUNVXQWLO\$SULO
Member of the following supervisory boards:
(Master of Computer Science, MBA) Member of the Executive Board CEO Graphisoft SE
Member of the following supervisory boards:
Munich, March 10, 2017
Nemetschek SE
Patrik Heider Sean Flaherty 9LNWRU9¾UNRQ\L
as of December 31, 2016 and as of December 31, 2015
| Development of historic costs | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2016 Thousands of € |
As of Jan. 1, 2016 |
Currency translation |
Additions from business combinations |
Additions | Disposal | As of Dec. 31, 2016 |
|||
| I. Intangible assets | |||||||||
| Software, industrial and similar rights | 147,508 | 4,129 | 16,099 | 2,068 | 470 | 169,334 | |||
| Internally generated software | 7,489 | 0 | 0 | 0 | 0 | 7,489 | |||
| Goodwill | 143,771 | 4,053 | 29,354 | 0 | 0 | 177,178 | |||
| 298,768 | 8,182 | 45,453 | 2,068 | 470 | 354,001 | ||||
| II. Property, plant and equipment | |||||||||
| 2WKHUHTXLSPHQWIXUQLWXUHDQGƄ[WXUHV | 32,480 | 680 | 1,254 | 5,302 | 2,059 | 37,657 | |||
| 32,480 | 680 | 1,254 | 5,302 | 2,059 | 37,657 | ||||
| 7RWDOƄ[HGDVVHWVRIWKH*URXS | 331,248 | 8,862 | 46,707 | 7,370 | 2,529 | 391,658 |
| Development of historic costs | ||||||
|---|---|---|---|---|---|---|
| 2015 Thousands of € |
As of Jan. 1, 2015 |
Currency translation |
Additions from business combinations |
Additions | Disposal | As of Dec. 31, 2015 |
| I. Intangible assets | ||||||
| Software, industrial and similar rights | 121,860 | 5,586 | 21,379* | 975 | 2,292 | 147,508 |
| Internally generated software | 7,489 | 0 | 0 | 0 | 0 | 7,489 |
| Goodwill | 111,285 | 5,700 | 27,449* | 34 | 697 | 143,771 |
| 240,634 | 11,286 | 48,828 | 1,009 | 2,989 | 298,768 | |
| II. Property, plant and equipment | ||||||
| 2WKHUHTXLSPHQWIXUQLWXUHDQGƄ[WXUHV | 26,749 | 1,336 | 120 | 6,655 | 2,380 | 32,480 |
| 26,749 | 1,336 | 120 | 6,655 | 2,380 | 32,480 | |
| 7RWDOƄ[HGDVVHWVRIWKH*URXS | 267,383 | 12,622 | 48,948 | 7,664 | 5,369 | 331,248 |
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| Carrying amount | Development of accumulated depreciation / amortization | |||||||
|---|---|---|---|---|---|---|---|---|
| As of Dec. 31, 2015 |
As of Dec. 31, 2016 |
As of Dec. 31, 2016 |
Disposal | Additions | Additions from business combinations |
Currency translation |
As of Jan. 1, 2016 |
|
| 79,436 | 87,070 | 82,264 | 418 | 12,394 | 0 | 2,216 | 68,072 | |
| 3,754 | 2,659 | 4,830 | 0 | 1,095 | 0 | 0 | 3,735 | |
| 143,771 | 177,178 | 0 | 0 | 0 | 0 | 0 | 0 | |
| 226,961 | 266,907 | 87,094 | 418 | 13,489 | 0 | 2,216 | 71,807 | |
| 13,792 | 14,255 | 23,402 | 1,624 | 4,825 | 1,086 | 427 | 18,688 | |
| 13,792 | 14,255 | 23,402 | 1,624 | 4,825 | 1,086 | 427 | 18,688 | |
| 240,753 | 281,162 | 110,496 | 2,042 | 18,314 | 1,086 | 2,643 | 90,495 |
| Development of accumulated depreciation / amortization | Carrying amount | ||||||
|---|---|---|---|---|---|---|---|
| As of Jan. 1, 2015 |
Currency translation |
Additions from business combinations |
Additions | Disposal | As of Dec. 31, 2015 |
As of Dec. 31, 2015 |
As of Dec. 31, 2014 |
| 58,035 | 636 | 4 | 11,589 | 2,192 | 68,072 | 79,436* | 63,825 |
| 2,543 | 0 | 0 | 1,192 | 0 | 3,735 | 3,754 | 4,946 |
| 0 | 0 | 0 | 0 | 0 | 0 | 143,771* | 111,285 |
| 60,578 | 636 | 4 | 12,781 | 2,192 | 71,807 | 226,961 | 180,056 |
| 15,949 | 557 | 0 | 4,000 | 1,818 | 18,688 | 13,792 | 10,800 |
| 15,949 | 557 | 0 | 4,000 | 1,818 | 18,688 | 13,792 | 10,800 |
| 76,527 | 1,193 | 4 | 16,781 | 4,010 | 90,495 | 240,753 | 190,856 |
As of
q,KHUHE\FRQƄUPWKDWWRWKHEHVWRIP\NQRZOHGJHLQDFFRUGDQFH ZLWKWKHDSSOLFDEOHƄQDQFLDOUHSRUWLQJIUDPHZRUNWKHFRQVROLGDWHG ƄQDQFLDO VWDWHPHQWV JLYH D WUXH DQG IDLU YLHZ RI WKH QHW DVVHWV ƄQDQFLDO SRVLWLRQ DQG UHVXOWV RI RSHUDWLRQV RI WKH *URXS DQG WKH Group management report gives a true and fair view of business performance, including the results of operations and the situation of the Group, and describes the main opportunities and risks and DQWLFLSDWHGGHYHORSPHQWRIWKH*URXSr
Munich, March 10, 2017
Patrik Heider Sean Flaherty 9LNWRU9¾UNRQ\L
:HKDYHLVVXHGWKHIROORZLQJRSLQLRQRQWKHFRQVROLGDWHGƄQDQFLDO statements and the group management report:
q:HKDYHDXGLWHG WKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVSUHSDUHG by Nemetschek SE, Munich, Germany, comprising the consolidated statement of comprehensive income, the consolidated statement of ƄQDQFLDO SRVLWLRQ WKH FRQVROLGDWHG VWDWHPHQW RI FDVK ƅRZV WKH consolidated statement of changes in equity and the notes to the FRQVROLGDWHGƄQDQFLDOVWDWHPHQWWRJHWKHUZLWKWKHJURXSPDQDJH-PHQWUHSRUWIRUWKHƄVFDO\HDUIURP-DQXDU\WR'HFHPEHU 7KHSUHSDUDWLRQRIWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWV DQG WKH JURXS PDQDJHPHQW UHSRUW LQ DFFRUGDQFH ZLWK ,)56V DV DGRSWHG E\ WKH (8 DQG WKH DGGLWLRQDO UHTXLUHPHQWV RI *HUPDQ FRPPHUFLDOODZSXUVXDQW WR6HFD +*%>q+DQGHOVJHVHW]- EXFKr*HUPDQ&RPPHUFLDO&RGH@DUHWKHUHVSRQVLELOLW\RIWKHSDUent company's management. Our responsibility is to express an RSLQLRQRQWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVDQGRQWKHJURXS management report based on our audit.
:HFRQGXFWHGRXUDXGLWRIWKHFRQVROLGDWHGƄQDQFLDOVWDWHPHQWVLQ accordance with Sec. 317 HGB and German generally accepted VWDQGDUGVIRUWKHDXGLWRIƄQDQFLDOVWDWHPHQWVSURPXOJDWHGE\WKH Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation RIWKHQHWDVVHWVƄQDQFLDOSRVLWLRQDQGUHVXOWVRIRSHUDWLRQVLQWKH FRQVROLGDWHGƄQDQFLDOVWDWHPHQWVLQDFFRUGDQFHZLWKWKHDSSOLFD-EOH ƄQDQFLDO UHSRUWLQJ IUDPHZRUN DQG LQ WKH JURXS PDQDJHPHQW
Munich, March 10, 2017
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
Bostedt Turba Wirtschaftsprüfer Wirtschaftsprüferin [German Public Auditor] [German Public Auditor]
report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the HYLGHQFH VXSSRUWLQJ WKH GLVFORVXUHV LQ WKH FRQVROLGDWHG ƄQDQFLDO statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit LQFOXGHVDVVHVVLQJWKHDQQXDOƄQDQFLDOVWDWHPHQWVRIWKRVHHQWLWLHV included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles XVHGDQGVLJQLƄFDQWHVWLPDWHVPDGHE\PDQDJHPHQWDVZHOODV HYDOXDWLQJ WKH RYHUDOO SUHVHQWDWLRQ RI WKH FRQVROLGDWHG ƄQDQFLDO statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.
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DDS-CAD MEP
DDS-CAD Architect & Construction
DDS-CAD Viewer
DDS-CAD MEP is a BIM tool for MEP (Mechanical, Electrical and Plumbing) with integrated calculations and interdisciplinary coordination. This also includes the building envelope, which is necessary for energy calculations.
The other product line is DDS-CAD Architect & Construction, which is a highly specialized solution for handling typical Scandinavian style residential units. It provides tailored features for timber frame, pre-cut, prefab elements and other industrialized production methods.
Data Design System (DDS) develops inno vative BIM solutions and has served to design, calculate, simulate and document building services projects since 1984.
| Segment: | Design |
|---|---|
| Company size: | 96 employees |
| Locations: | Stavanger, Ascheberg, Leonding, Utrecht |
| Website: | www.dds-cad.de |
Reference Project No. 13:
### 0RR\D)HOOHVE\JJ 1RUZD\
(QJLQHHULQJRIƄFH Hugaas Engineering
With their project 'Mooya Fellesbygg', Hugaas Engineering won the 2016 Lithuanian BIM award in the overall category 'Best integrated BIM project' as well as in the subcategory 'Best MEP BIM project'.
182 Balance Sheet 3URƄWDQG/RVV\$FFRXQW
OF NEMETSCHEK SE (GERMAN COMMERCIAL CODE)
as of December 31, 2016 and as of December 31, 2015
| ASSETS Thousands of € |
December 31, 2016 | December 31, 2015 |
|---|---|---|
| A. FIXED ASSETS | ||
| I. Intangible Assets | ||
| 1. Purchased franchises, industrial rights and similar rights and assets and licenses in such rights and assets |
74 | 20 |
| 2. Prepayments made on intangible assets | 53 | 0 |
| 126 | 20 | |
| II. Property, plant and equipment | ||
| 1. Leasehold improvements | 58 | 14 |
| )L[WXUHVƄWWLQJVDQGHTXLSPHQW | 61 | 51 |
| 119 | 65 | |
| III. Financial assets | ||
| 6KDUHVLQDIƄOLDWHGFRPSDQLHV | 284,948 | 237,300 |
| /RDQVGXHIURPDIƄOLDWHGFRPSDQLHV | 36,823 | 36,762 |
| 3. Investments | 2,075 | 2,025 |
| 323,846 | 276,087 | |
| TOTAL FIXED ASSETS | 324,091 | 276,172 |
| B. CURRENT ASSETS | ||
| I. Accounts receivable and other assets | ||
| 1. Accounts receivable from trading | 0 | 20 |
| \$FFRXQWVGXHIURPDIƄOLDWHGFRPSDQLHV tWKHUHRI\$FFRXQWVUHFHLYDEOHIURPWUDGLQJ(85}NSUHYLRXV\HDU(85}N |
15,855 | 14,231 |
| 3. Other assets | 826 | 1,283 |
| 16,681 | 15,535 | |
| II. Cash and cash equivalents | 15,270 | 14,719 |
| TOTAL CURRENT ASSETS | 31,951 | 30,254 |
| C. DEFERRED AND PREPAID EXPENSES | 140 | 97 |
| D. DEFERRED TAX ASSETS | 59 | 67 |
| 356,242 | 306,589 |
| EQUITY & LIABILITIES | Thousands of € December 31, 2016 |
December 31, 2015 |
|---|---|---|
| A. EQUITY | ||
| I. Subscribed capital | 38,500 | 38,500 |
| II. Capital reserve | 20,530 | 20,530 |
| III. Revenue reserve | 28,586 | 28,586 |
| IV. Retained earnings | 127,160 | 102,701 |
| TOTAL EQUITY | 214,776 | 190,317 |
| B. PROVISIONS AND ACCRUED LIABILITIES | ||
| 1. Accrued tax liabilities | 2,661 | 1,405 |
| 2. Other provisions and accrued liabilities | 4,480 | 3,202 |
| TOTAL PROVISIONS AND ACCRUED LIABILITIES | 7,141 | 4,607 |
| C. LIABILITIES | ||
| 1. Liabilities due to banks | 95,800 | 80,000 |
| 2. Trade accounts payable | 207 | 496 |
| \$FFRXQWVGXHWRDIƄOLDWHGFRPSDQLHV | 36,494 | 29,264 |
| 4. Other liabilities – thereof taxes: EUR 923k (previous year: EUR 981k) – thereof social security EUR 6k (previous year: EUR 4k) |
943 | 1,003 |
| TOTAL LIABILITIES | 133,443 | 110,764 |
| D. DEFERRED TAX LIABILITY | 881 | 901 |
for the period January 1 to December 31, 2016 and 2015
| Thousands of € | December 31, 2016 | December 31, 2015 |
|---|---|---|
| 1. Revenues | 2,722 | 595 |
| 2. Other operating income | 5,558 | 774 |
| Operating Income | 8,280 | 1,370 |
| 3. Personnel expenses | ||
| a) Wages and salaries | – 4,258 | – 3,575 |
| E 6RFLDOVHFXULW\SHQVLRQDQGRWKHUEHQHƄWFRVWV – thereof for pension: EUR 2k (previous year: EUR 4k) |
– 382 | – 315 |
| 4. Depreciation and amortization of intangible assets, property, plants and equipment |
– 72 | – 37 |
| 5. Other operating expenses | – 5,223 | – 5,559 |
| Operating expenses | – 9,934 | – 9,486 |
| Operating result | – 1,654 | – 8,116 |
| 6. Income from investments tWKHUHRIIURPDIƄOLDWHGFRPSDQLHV(85NSUHYLRXV\HDU(85N |
29,564 | 27,741 |
| ,QFRPHIURPSURƄWDQGORVVWUDQVIHUDJUHHPHQWV | 21,213 | 16,542 |
| 8. Other interest and similar income tWKHUHRIIURPDIƄOLDWHVFRPSDQLHV(85NSUHYLRXV\HDU(85N |
1,194 | 1,198 |
| 9. Interest and similar expenses tWKHUHRIIURPDIƄOLDWHGFRPSDQLHV(85NSUHYLRXV\HDU(85N |
– 860 | – 619 |
| Result from ordinary operations | 49,457 | 36,746 |
| 10. Taxes on income – thereof expenses of recognized from the change in deferred taxes: EUR 12k (previous year: EUR 5k) |
– 5,747 | – 3,737 |
| 11. Earnings after tax | 43,710 | 33,009 |
| 12. Other Taxes | – 1 | 0 |
| 13. Net Income | 43,709 | 33,009 |
| 3URƄWFDUULHGIRUZDUGIURPSUHYLRXV\HDU | 83,451 | 69,692 |
| 15. Retained earnings | 127,160 | 102,701 |
CONSOLIDATED FINANCIAL STATEMENTS
| engineering approach | |
|---|---|
| PLT Plates by Finite Elements |
|
| SCN Panels by Finite Elements |
|
| BTII Lateral Torsional Buckling Analysis |
|
| DLT Continuous Beam for all Materials |
and about 80 further programs in the building sectors wood, steel, reinforced concrete, masonry
Analysis programs are constantly subject to change. The engineers at FRILO analyze all the regulations down to the last detail and promptly integrate these in the programs.
FRILO sits on the standards committees and is therefore familiar with all the latest develop-
Support is provided by engineers who have hands-on experience and precise know ledge of the issues users face. With a service agreement, FRILO offers unlimited support, and the user-friendly license structure is appropriate for LQGLYLGXDORIƄFHVDQGODUJHFRUSRUDWLRQVDOLNH Distributed work and work across multiple sites in a network as well as cloud solutions are possible for FRILO Software at any time.
FRILO Software is one of the leading providers of calculation programs for structural engineering tasks.
| Segment: | Design |
|---|---|
| Company size: | 42 employees |
| Locations: | Stuttgart, Dresden |
| Website: | www.frilo.eu |
## Meséskert Kindergarten +XQJDU\
(QJLQHHULQJRIƄFH bfb Takacs
The kindergarten was designed as a passive building that resembles a toy sorting cube with large openings in the shape of a circle, triangle and square.
Software version Allplan 2017 sets standards in crossdiscipline communication with project stakeholders
NEVARIS wins major contract in Build segment
Award from the Bavarian State Ministry for Economic Affairs and Media, Energy and Technology: Nemetschek named one of "BAYERNS BEST 50" (Bavaria's Best 50)
MAXON offers short-term licenses IRU&LQHPD'IRUWKHƄUVWWLPHHYHU
Nemetschek completes its conversion into a Societas Europaea (SE)
Nemetschek Group acquires Design Data
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GRAPHISOFT offers full access to BIM data DFURVVWKHERDUGZLWK%,0[
6HDQ)ODKHUW\LVDSSRLQWHG&KLHI6WUDWHJ\2IƄFHU of the Nemetschek Group
GRAPHISOFT's BIMx wins the "Architizer A+ Award" in the q0RELOH\$SSVrFDWHJRU\
ARCHICAD awarded "BIM product of the year" for the sixth time in a row
Allplan wins the "Architect's Darling Award" for the third time after 2012 and 2014
Best ranking for iX-Haus from Crem in Bell Management Consultants' Real Estate Software Report
)RXU1HPHWVFKHN*URXSEUDQGVZLQWKH "Digital Building Transition Award" in France
Nemetschek acquires Norwegian software provider dRofus
Copyright 2017 Nemetschek SE, Munich
&RQFHSWDQG(GLWRULDO2IƄFH Nemetschek Group (Investor Relations)
All photos Executive Board Gunnar Menzel
Design and Realization SPARKS ADVERTISING Werbeagentur GmbH, Munich
Print Schleunungdruck, Marktheidenfeld
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COVER INSIDE
La Spezia Trade Fair, Italy; Architects: Studio Manfroni Associati; Image: Roberto Buratta
PAGES 8 – 9, 10 AND 11
Hasselt City Hall, Belgium; Architects: Jaspers-Eyers Architects
PAGES 12, 14 – 15 AND 189
Len Lye Center, New Plymouth, New Zealand; Architects: Patterson Associates Architects; Image: Patrick Reynolds
PAGES 12, 24 – 25 AND 188 6.LQJpV&URVV/RQGRQ*UHDW%ULWDLQ(QJLQHHULQJ2IƄFH+LOVRQ0RUDQ
PAGES 13, 36 – 37 AND 188
Mareel Cinema and Music Venue, Lerwick, Great Britain; Architects: Gareth Hoskins Architects;
Image: Phatsheep Photography
PAGES 13, 52 – 53 AND 188
Gotthard Base Tunnel, Switzerland; General Planner: Gähler & Partner
PAGES 13, 68 – 69 AND 189
Art Museum Ravensburg, Germany; Contractor: Georg Reisch; Image: Roland Halbe
PAGES 12 AND 80 – 81
FRIB (Facility for Rare Isotope Beams), East Lansing, USA; Steel Constructor: Douglas Steel Fabricating Corporation
PAGES 12 AND 92 – 93
Airport Oslo Gardermoen, Terminal 2, Norway; Administration: Avinor
PAGES 13 AND 102 – 103
St Martin Tower, Frankfurt, Germany; Building Management: THA Immo Verwaltungs GmbH Image: HG Esch Photography
PAGES 13 AND 124 – 125
Allianz Stadium, Vienna, Austria; Precast Elements: Oberndorfer
PAGES 13, 136 – 137 AND 189
Waldkante, Germany; Visualization: Sven Johanson, Scaramedia
PAGES 12 AND 148 – 149
\$LUSRUW=DYHQWHP%UXVVHOV%HOJLXP(QJLQHHULQJ2IƄFH0RVV
PAGES 12 AND 160 – 161
Tripla Quarter, Helsinki, Finland; Contractor: YIT Construction
PAGES 13 AND 178 – 179
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PAGES 13 AND 186 – 187
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Barco One Campus by Jaspers-Eyers Architects
NEMETSCHEK SE Konrad-Zuse-Platz 1 81829 Munich Tel.: +49 89 92793-0 Fax: +49 89 92793-5511 [email protected] www.nemetschek.com
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