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FORTEC Elektronik AG

Interim / Quarterly Report Feb 18, 2014

161_10-q_2014-02-18_62bb2eef-83bd-4306-90cf-150de86eb5f0.pdf

Interim / Quarterly Report

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Fiscal Report of 1st Half Year 2013/2014

====================

Half Year July 01 – December 31, 2013

Content

  • Management Report
  • Consolidated Balance Sheet
  • Consolidated Income Statement
  • Consolidated Statement of Changes in Equity
  • Cash Flow Statement
  • Annexe including Segment Report

FORTEC Elektronik AG Ph: +49(0)8191-91172-13 Fax: +49(0)8191-21770 email: [email protected]

Management Report 2013/2014

Business and Result

For a long time, the economic forecasts being continuously corrected downwards by the leading economic research institutes and at the same time the long-lasting recession phase of the industry is finally going to end, it seems that the world economy 2014 is becoming dynamic again. Now, we expect same development in this cycle for our business as industrial supplier for the last quarter of 2013.

During first half year of BY 2013/14, result of 20.9 million EUR could not reach previous year's result of 21.5 million EUR.

In fact, the change in the group's result is due to the decreased turnover in the field of data visualisation of 759 TEUR (-9%) from 9.2 million EUR to 8.5 million EUR. The global weak economic development especially during last quarter is directly reflected by the figures of this business field. During last quarter, the project business in the section data visualisation reduced from 5 million EUR to now 3.5 million EUR. However, we are positive to regain a majority of the lost earnings in this section during the coming two quarters. Yet, positive fact is that during last quarter, we did not lose none of our major new projects; however the individual project starts compared to the original customer's schedule were continuously delayed also in view of the downslowing economy.

Also during last quarter, the positive tendency of previous quarter proceeded in the field of power supplies. In spite of the recession-based and difficult environment, the turnover during half year of 12.4 million EUR could even be increased by 166 TEUR (+1%) compared to same period last year.

Company Income

The result of earnings before interest and tax (EBIT) of 502 TEUR in first half of BY 2013/14 was below the figure of 701 TEUR of previous year, mainly because of the reduced turnover in the business field data visualisation during last quarter at more or less unchanged percentage margin. This fact resulted in an EBIT of minus 0.2 million EUR (prev.year +0.2 million EUR) in data visualisation during this first half-year; whereas the EBIT in power supplies increased from 0.5 to 0.7 million EUR.

The group's total result amounts to 20.9 million EUR (prev.year 21.5 million EUR), whereas the costs of goods and material was 16.1 million EUR (prev.year 16.6 million EUR).

The constant cost of personnel of 2.8 million EUR however, slightly increased slightly from 12.9 % to 13.4 % compared to turnover and last year's figures.

Other company expenses decreased from 9 % to 8 % - mainly due to the omission of the costs for the trade fair "electronica", Munich which takes place every second year.

The period's surplus in BY 2013/14 slightly diminished by 215 TEUR to now 0.4 million EUR compared to same period last year.

This reduction in income however modifies when taken into consideration the other company's costs. During last half year's period, other operation income was 0.7 million EUR compared to 0.3 million EUR this BY. Not counting other operation income – which always is a one-time result – operative earning during BY 2013/14 topped that of last year.

Financial Situation and Assets

The company's financial situation is considered to be extraordinary and compared to companies of similar business model also persuades by an equity capital quota higher than above-average.

As concerns total assets at a balance sum of 25 million EUR, the long-term assets amounted to 4.4 million EUR. Therefore, the goodwill of 2.8 million EUR (same as last year) dominates resulting from the acquisition of companies these last years – followed by assets/investments of 1.2 million EUR.

Under "value of short-terms assets" stock is the biggest balance item with 36.7 % amounting to 9.2 million EUR; followed by cash-on-hand of 8.6 million EUR and receivables from deliveries and service amount to 2.2 million EUR. Cash balance includes the intended payment of dividend for BY 2012/13 of 1.5 million EUR planed for 21st February 2013.

The company works on own capital only without any bank liabilities. Having a capital quota of 80 % (after planed dividend payment), the company possesses sufficient own capital. Due to the actual cash-on-hand, it is possible to make major acquisitions.

Cash flow for BY 2013/14 was 1.4 million EUR (prev.year - 1.1 million EUR).

Further Information according to § 315 Article 4 HGB

The number of shares is 2.954.943 at a nominal value of 1 EUR. At present, there is no limited or proved capital, nor any program for repurchase of stock. The signed capital is exclusively common stock drawn to bondholders who are entitled to vote. There are neither limitations as concerns the right to vote nor the purchase.

Appointment and dismissal of the board is in accordance with legal regulations (§§ 84, 85 AktG). The compensation of the board of managers breaks down to a fix and a variable part. On 15.12.2011, the general shareholders board decided, that the required statements in the financial report can be omitted as per § 314 Abs.1 No. 6 Art. 5-9 HGB. It is not agreed that there are any refunds to be made in case of change of control and/or any takeover-offer. If change of control based on a takeover offer takes place, it is agreed that the suppliers' contracts essential for the company may be cancelled by the principals. Especially, when there is a potential risk that a competitor will take over.

According to the company statues, the board consists of 3 members. The regular mandate of the current board ends as per day of the annual board's meeting, which reports on BY 2013/14.

Alterations of articles of the association, especially dismissal of the supervisory board requires a majority of board votes of 75%.

Analysis and Strategy as well as Prospects

FORTEC's focus is the distribution of standard components. Due to vast and always available information via internet, there is a continuous trend seen as to reduction of margins in industrial business. FORTEC's goal is to compensate this development by own added-value.

When connecting the product segments of power supplies, display technology (industrial displays incl. controls) and embedded computer technology (single-board computer) to create an Embedded Solution System, FORTEC possesses for a long time now a very attractive rare domain. Marketing starts with delivery of system-proved and tested standard kits, accompanied by customers' service in hard- and software with the sale of standard units and ends in specific customer development e.g. baseboard design accompanied by the development and installation of these customerspecific products.

In the field of power supplies, FORTEC domains completely open-frame boards and DC/DC convertors produced as standard in the Far East or modifies these units in Germany ranging to tailor-made and user-specific developments to be manufactured in our Czech subsidiary.

In every respect, FORTEC provides service to industrial final customers. Target customers are mainly manufacturers in the field of industry automation, medicine technology as well as providers for the railway and security instruments. With this portfolio, FORTEC thus covers the fields of health, information, security and mobility, which at present are the big trends of worldwide dynamic increase of demand.

Our big competence is to provide technology know-how in combination with sales at site. Years of business relations to thousands of customers are the basis of our success.

Our core countries namely Germany, Austria and Switzerland still offer considerable potential. We manufacture in our sites in Germany and the Czech Republic. Moreover, we are represented in the Benelux by participation to an electronic distribution company.

Due to our product portfolio, our strategy is to continuously achieve profitable margins by own added-value, which, after cost deduction, still allows a reasonable interest rate of the company capital.

Risk Management Report.

The risks mentioned below could influence our entire company, our financial situation and our results and we have to face these risks continuously. These risks are not definite, however others may occur which at present, we do not know nor do consider as important.

Risks that could endanger the company at present are not reported.

Balance risks, if any, at balance day have been considered by appropriate accruals. The company has taken care of all possibilities to deal with any possible risks. At balancing day, the evaluation of these risks was made to our best knowledge, yet could not be sufficient in total.

Elementary risks are covered by considerable insurances and are thoroughly checked each year; in special cases it may not be sufficient.

Potential risks which have to be taken into consideration to exist within the market are the risks of distribution, products and marketing as well as the dependency from other suppliers.

Another enormous risk - yet not to be underestimated - is the system-related risk of the close co-operation with only few strategic partners in our product portfolio. Already a change in personnel could lead to the loss of an existent and successful business cooperation and this mainly in view of suppliers in the Far East with whom there are often relationships for many years and even of private matter.

A considerable risk is disposition of stock. Wrong planning could result in considerable losses because there is a continuous trend to local suppliers. The risk to have unsellable merchandise on stock, is not only the result of false material planning, but also depends on the different quality standards set by customers and producers. Mainly, the important fact is that of the configuration of the merchandise with origin Far East as well as the political EU requirements as to its contents and its usage.

Compared to a few years ago, the product liability is an increasing risk to the company which is controlled and noted by choice of suppliers and their ratings. However, as concerns different quality standards, frauds and/or criminal actions of suppliers, we as importer/supplier - are liable towards our customers.

A yet steady growing risk is the customer's requirements as concerns a prolonged time of warranty and the usual terms of a suppliers' contract. During these past years, the customers started to develop a certain aggressiveness for claims which is obviously against and at expenses of the supplier. Claims resulting of a supplier's contract may accelerate considerably the delivered value of the product; resulting in more legal proceedings including corresponding risk.

Another main topic of the risk management is the often bad credit worthiness of some middle-sized companies. Here, careful examination of its solvency is made, yet observing mainly the requirements of the insurance company.

Our success also strongly depends on the vast and years of experience of our personnel. A big change in staff yet especially of key-persons would definitely endanger our current success.

A big question would endanger our business model as importer of technical highquality products i.e. the change in customers' behaviour to no longer produce in Middle Europe and turn to local suppliers. In the future, the same effect would have the behaviour of our suppliers to sell directly to industrial customers and not any more within their distribution channels. Another negative aspect could be a concentration process expected from the supplier's side which could result – in worst case – to a contract cancellation towards the supplier. In addition, similar effects could arise if the costs decrease because of the reduction of margins due to competitor's information available to all customers via internet. This basically influences the personnel costs applied in the German speaking area.

Due to the EDP – networking of the entire group, a break-down or a serious interference in the computer system could cause enormous damage to the company. An abuse by externals or internals, especially theft of information, business interruptions or IT – system breakouts or insufficient means for data security could extremely endanger the company.

Foreign currency risks are excluded, if possible, in case of larger project by invoicing directly in the relevant currency. However, there could be negative impulses on our company in normal business especially due to a further change of the dollar and yen parity as well as fluctuations of the Swiss Franc towards Euro, Dollar and Yen.

The existing growth strategy of the group does not only involve organic increase but also company acquisitions. Here, the figure above the net asset value is balanced as goodwill and checked each year as to its recoverability. If the expectations of the purchased company are not met and/or – as a consequence of economic unstableness – the expected cash-flow result cannot be achieved, then depreciations in the group's balance as per IFRS have to be done. An additional need for depreciation may not be eliminated.

Risk management

The risk management system of the FORTEC group assures that the daily business transactions may not be endangered by well-known and/or new risks to be made transparent and thus be controlled and/or even avoided.

The risk management is part of the management system enabling to recognise risks and limit their consequences as much as possible.

The risk management is a continuous task. Therefore, it is necessary to involve all personnel and especially the persons-in-charge to recognize any possible company risks.

Considering the statutes of risk analysis of the individual FORTEC companies, appropriate measures were taken and responsible persons-in-charge appointed.

Controlled by quarterly risk reporting, the management is informed regularly of the actual state of risk, however being updated of a sudden risk at any time. The formal implement of the risk management system will be of help; more important however is a continuous sensitising of all personnel for any possible risks and their immediate handling.

Goal of the risk management is that any possible risk is immediately recognized by personnel and/or the persons-in-charge before any company damage may occur and to try to find an appropriate and in-time solution by the responsible personnel as well as persons-in-charge.

Internal Control and Risk Management

The control and risk management is an integral part of all processes of the FORTEC group and is based on a global system of risk identification, its evaluation as well as its controlling.

The board of directors holds sole responsibility of control and risk management. Active monitoring are to support its identification, evaluation and processing within the specific business sectors of the FORTEC AG and its subsidiaries.

Monthly statements of the FORTEC AG and its subsidiaries help to recognize in time any changes as concerns order income, order book, stock as well as turnover and consequently take necessary steps as to the raw margin and costs. The value of receivables, especially those of the debtors is controlled on a regular basis. The value of share holdings is controlled once a year by a so-called impairment test and corrected if necessary.

The measures of the internal control system assure the correctness and reliability of the group's balance, which, in accordance with legal regulations, is covered properly and in time; furthermore, inventory is made correctly and group's assets and depths are listed and evaluated appropriately. It is guaranteed that balancing documents provide reliable and understandable information.

The balancing regulations are in accordance with the International Financial Reporting Standards (IFRS) and are basis for FORTEC's balancing and evaluation standards also applying to its German and foreign subsidiaries.

The group's auditor and others e.g. the tax auditor, customs' auditor and auditor for social insurance use process-independent controlling. Especially as regards the group's final balancing process, a specific autonomous monitoring is applied at issue of the group's year balance.

Resumée and Expectations

During last quarter, we believe to have overcome the rock-bottom of business recession lasting since mid 2011 and are looking forward for a positive second half of this BY due to the global recovery of the world's economy.

As supplier to export companies, we expect that the improved economic signs will have again a positive influence as to the order bookings of our customers; thus giving another "kick" of growth for the second half of this BY.

For the entire BY, we do expect an income and operating result same as previous year. The other high operating results of last year may not be diminished. Therefore, the result of BY 2013/14 will be below previous year's figures – considered on EBIT basis as well as year's income basis.

Further on in BY 2014 as well as for the years 2015 and 2016 to come, we are very optimistic. As driving force/ booster of our business, we primarily expect a further global growth and thus improved economic perspectives. Furthermore, we see a soft inflation during that period, stable prime rates in the USA and the Euro-zone as well as a reducing divergence of fundamental data within each of the countries of the Eurozone. All these are criteria important and positive for our business.

Based on our business policy proven during many cycles, we succeeded to make profit above average year after year for 29 years now, without having only one single year of losses. However, there is no guarantee for the future, we still are confident that our business model continues to run successfully for the years to come.

Landsberg/Germany, 18.02.2014

FORTEC Elektronik AG

Dieter Fischer Markus Bullinger Jörg Traum CEO Board Member Board Member

CONSOLIDATED BALANCE SHEET (uncertified), according to IAS/IFRS 31.12.2013 (last year's figures 30.06.2013)

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Consolidated Income Statement (uncertified), according IAS/IFRS

Income Statement BY 2013/14 BY 2012/13
Sales revenuesd 20.896.652 € 21.490.401 €
Change in stock of 38.092 € ./. 109.379 €
unfinished merchandise
Other operating income 259.824 € 748.340 €
Cost of material 16.087.561 € 16.596.496 €
Expenes personnel 2.794.935 € 2.771.352 €
Depreciation 139.693 € 128.423 €
Other operating expenses 1.670.361 € 1.931.655 €
Operating income (EBIT) 502.018 € 701.436 €
Interests and similar income 10.115 € 36.131 €
Taxes on income and profit 153.640 € 164.392 €
Net income 358.493 € 573.175 €
Other result * 2.794 € ./. 2.821 €
Total result 361.287 € 570.354 €
Earning per share/ 1st half year 0,12 € 0,19 €
Shares outstanding 2.954.943 2.954.943

* "Other result" includes only success-neutral differences from foreign currency exchange rates.

Consolidated Income Statement (uncertified), according IAS/IFRS

Income Statement Q2 (1.10.-31.12.13) Q2 (1.10.-31.12.12)
Sales revenues 9.561.594 € 10.240.762 €
Change in stock of
unfinished merchandise
38.092 € ./. 109.379 €
Other operating income 96.276 € 595.705 €
Cost of material 7.357.578 € 7.952.201 €
Expenses personnel 1.341.180 € 1.364.202 €
Depreciation 77.631 € 64.828 €
Other operating expenses 816.222 € 1.022.659 €
Operating income (EBIT) 103.351 € 323.198 €
Interest and similar income 5.288 € 26.613 €
Taxes on income and profit 42.427 € 67.809 €
Net income 66.212 € 282.002 €
Other result * 76 € 291 €
Total result 66.288 € 282.293 €
Earning per share/2nd quarter 0,02 € 0,09 €
Shares outstanding 2.954.943 2.954.943

* "Other result" includes only success-neutral differences from foreign currency exchange rates.

Consolidated Statement of Changes in Equity

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0 9.
6
1
7.
7
5
9
2
2.
4
0
1.
4
9
4

Consolidated Cash-flow Statement (uncertified), according to IAS/IFRS

01.07. -31.12.2013 (last year's figures 01.07. - 31.12.2012)

I. Operative Income BY 2013/ 14 BY 2012/ 13
Net income
358.493

573.175
Depreciation of tangible and intangible assets
139.693

128.423
Change of inventories
269.502

- 953.911
Reduction of accounts receivables € 2.573.796 € 1.803.962
Change of liabilities € - 1.495.602 € - 2.054.544
Change of accruals
- 11.461

- 378.796
Change of other accruals
- 142.668

- 178.337
Cash-flow from operative business ------------------
€ 1.691.753
------------------
€ - 1.060.028
II. Investment Activities
Investments of financial/tangible
and intangible assets

- 241.878

- 69.658
Earnings from assets
0

0
Cash-flow from investment activities ------------------

- 241.878
------------------

- 69.658
III. Financial Activities
Dividend payments
0

0
VI. Cash-flow in total € 1.449.875 € - 1.129.686
V. Change in liquid funds
Cash at beginning of period € 7.236.838 € 8.694.827
Cash at end of period € 8.686.713 € 7.565.141

Annexe.

The current half-year report has to be read in connection with the Annual Group's Report dated 30.06.2013. The balancing and evaluation methods of fiscal year 2012/13 according to IAS/IFRS remain unchanged. The information given in this report is only valid at day of publication and cannot be written forth. The number of full-time employees was 110 (prev. year 110). The group's business comprises data visualization and power supplies.

Segment report Data
visualisation
T€
Power
supplies
T€
Umsatz 8.480 12.417
Betriebsergebnis (EBIT) ./. 207 709
Finanzergebnis 4 6
Ertragsteuern 59 ./. 213
Periodenergebnis ./. 144 502

Versicherung der gesetzlichen Vertreter (Assurance of Legal Representatives)

Nach bestem Wissen versichern wir, dass gemäß den anzuwendenden Rechnungslegungsgrundsätzen für die Zwischenberichterstattung der Konzern-Zwischenabschluss der FORTEC Elektronik AG zum 31. Dezember 2013 ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens-, Finanz- und Ertragslage des Konzerns vermittelt und im Konzern-Zwischenlagebericht der Geschäftsverlauf einschließlich des Geschäftsergebnisses und die Lage des Konzerns so dargestellt sind, dass ein den tatsächlichen Verhältnissen entsprechendes Bild vermittelt wird, sowie die wesentlichen Chancen und Risiken der voraussichtlichen Entwicklung des Konzerns im verbleibenden Geschäftsjahr beschrieben sind.

Germany/ Landsberg, February 18th, 2014

FORTEC Elektronik AG

Dieter Fischer Markus Bullinger Jörg Traum CEO COO Datenvisualisation COO Power Supplies

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