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United Labels AG

Quarterly Report May 29, 2013

450_10-q_2013-05-29_fcdb5117-d91b-49b9-8cdf-8050f605e9ee.pdf

Quarterly Report

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GESCHÄFTSBERICHT 2009

3-MONTHS' REPORT 2013

letter to shareholders

Peter Boder CEO

ALBERT HIRsch Member of the Management Board

Dear Shareholders,

UNITEDLABELS AG completed the first quarter of the current financial year with revenue totalling €5.7 million (prev. year: €11.5 million). The year-on-year decline in revenue is attributable to the company's decision to focus on core business fields with higher contribution margins and the associated discontinuation of revenue flows from unprofitable areas of business. Within this context, the amalgamation and restructuring of the UNITEDLABELS sites in Italy, Belgium, France and Germany were a key factor. Additionally, sales generated in Spain fell to €2.5 million (prev. year: €3.2 million) as a result of the country's economic climate. The new e-commerce activities of UNITEDLABELS, managed in cooperation with our most recently created subsidiary, Elfen Service GmbH, got off to a good start.

In total, earnings before interest, taxes, depreciation and amortisation (EBITDA) were in positive territory at €11 thousand. The quarterly loss was scaled back from €-0.3 million to €-0.2 million. At the same time, the cost reduction programme initiated in 2012 had a significant impact on business performance. Having implemented the full range of optimisation measures announced by the company, UNITEDLABELS is looking to make cost savings of around €3.0 million per annum in 2013 and 2014.

In cooperation with its subsidiary Elfen Service, the company will be taking an equally focused approach to executing its projects planned within the area of B2C operations and the expansion of value creation processes. These projects are to be completed over the course of the second quarter.

Our first-quarter performance shows quite clearly that UNITEDLABELS has succeeded in meeting the significant challenges presented in 2012. We are on the right track and are well equipped for the future.

Yours sincerely,

Peter Boder Albert Hirsch CEO Member of the Management Board

Key Figures 3-Months'
Q1 2013
(€ '000)
Q1 2012
(€ '000)
Revenue 5,663 11,451
EBITDA* 11 33
EBIT -144 -149
Profit before tax -247 -258
Profit for the year -248 -299
Earnings per share (€) -0.05 -0.07
Number of employees 119 134

* incl. amortisation of usufructuary rights

La marca Barrio Sesamo®, así como los personajes, marcas y elementos de diseño asociados son propiedad de Sesame Workshop, y son licenciados por esta entidad. © 2013 Sesame Workshop. Todos los Derechos Reservados.

Basis of preparation (IFRS/IAS)

Statement of compliance

The consolidated financial statements for the quarter have been prepared in accordance with internationally accepted accounting standards, on the basis of the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) promulgated by the International Accounting Standards Board (IASB), particularly in accordance with IAS 34. Within this context, neither the interim financial statements nor the management report for the interim period have been audited.

In preparing the consolidated financial statements, the Management Board is required to make estimates and assumptions that affect the reported amounts of assets and liabilities/equity as well as the amounts disclosed in the income statement. It is possible that these assumptions and estimates may not coincide with actual occurrences. Actual results may differ from forecasts if consumer behaviour or the actions of licensors or trading partners (customers, suppliers) change. The changes to these assumptions compared with those applied to the last annual financial statements are outlined in the following sections of this report.

The quarterly financial statements have been prepared according to uniform accounting policies; they are consistent with those policies applied to the last annual financial statements.

The financial statements are presented in euros.

THE PINK PANTHER TM & © 1964 – [year of manufacture] Metro-Goldwyn-Mayer Studios Inc. All Rights Reserved.

Business review for the first three months of 2013

Group revenue amounted to €5.7 million (prev. year: €11.5 million) in the first three months, which corresponds to a year-on-year decline of 50%. The downturn in sales was attributable to both the Key Account segment, at -55%, and the Special Retail segment, at -39%. In absolute terms, the Key Account segment generated revenue of €3.6 million (prev. year: €8.1 million). Key Account sales thus accounted for 64% of total revenue. Revenue generated by the Special Retail segment accounted for 36% of aggregate sales.

After the first three months of 2013, EBIT stood at €-0.1 million (prev. year: €-0.1 million); the consolidated loss for the period amounted to €-0.2 (prev. year: €-0.3 million). The decline in profit for the period is attributable primarily to lower revenue. Having said that, the contraction is within the range expected by the company.

Earnings within the Special Retail segment also declined in the period under review, down from €0.1 million in the first three months of 2012 to €-0.2 million in 2013. The Key Account segment recorded a downturn in earnings from €0.6 million to €0.3 million. In parallel, however, the result of unallocated items improved from €-0.8 million to €-0.3 million.

On this basis, segment performance was as follows:

Primary reporting format – Customer segments (unaudited)

2013
Unallocated
in € '000 Special Retail Key Account items Group
Sales revenue 2,036 3,627 5,663
Segment expenses -1,943 -2,990 -271 -5,204
Depreciation/amortisation -281 -302 -20 -603
Segment result -188 335 -291 -144
Net finance cost -205
Result from at-equity investment 101
Result from ordinary activities -247
Taxes -1
Consolidated profit/loss -248

Secondary reporting format – Geographical segments (in € '000) (unaudited)

Sales revenues 2013 2012 Germany, Austria, Switzerland 2,573 4,333 Iberian Peninsula 2,509 3,501 France 222 1,011 Rest of the World 359 2,606

Group 5,663 11,451

Total assets 2013 2012
Germany, Austria,
Switzerland
19,274 33,814
Iberian Peninsula 6,755 10,186
France 143 914
Rest of the World 3,358 5,819
Group 29,530 50,733
2012
Unallocated
in € '000 Special Retail Key Account items Group
Sales revenue 3,332 8,119 11,451
Segment expenses -2,936 -7,074 -745 -10,755
Depreciation/amortisation -312 -485 -48 -846
Segment result 84 560 -793 -150
Net finance cost -270
Result from at-equity investment 161
Result from ordinary activities -259
Taxes -41
Consolidated profit/loss -299

Financial position

Property, plant and equipment fell by €0.1 million as a result of systematic amortisation/depreciation, while intangible assets rose by €0.9 million as at 31 March 2013. The latter was attributable primarily to the purchase of new licensing rights. At-equity investments increased by €0.1 million, as income attributable to the investee Open Mark United Labels GmbH was well within positive territory. Inventories continued to contract, falling by €0.5 million compared to 31 December 2012. Trade receivables fell by €1.5 million compared to 31 December 2012. This was due to the active decision taken by the company to scale back revenue with a focus on its profitable core business.

As at 31 March 2013, the Group's equity ratio stood at 20.5%. The company continues to hold 46,199 no-par-value treasury shares. The book value thus stood at €1.45 per share. Equity covered non-current assets at a rate of 32% and liabilities at a rate of 26%. Bank borrowings were reduced by €0.6 million and trade payables by €0.7 million.

3-Months' report

Related-party disclosure

In addition to his 63% interest in UNITEDLABELS AG, Mr. Peter Boder has a 100% shareholding in Facility Management Münster GmbH. UNITEDLABELS AG occupies office premises in Gildenstraße 2j, which are leased to the company by Facility Management GmbH. In the first three months of 2013, the amount received was €12 thousand (prev. year: €23 thousand). In 2011, a lease agreement was signed with Facility Management GmbH for the use of facility roof surfaces to operate photovoltaic systems; the amount payable under this agreement at the end of the year amounts to €5 thousand.

On 24 July a so-called "procédure de sauvegarde", i.e. a debtor safeguard procedure under French law, was initiated in respect of the French entity Embassy SAS, in which UNITEDLABELS AG holds an indirect interest of 45% via Groupe Montesquieu.

Therefore, the carrying amounts of all loans and receivables towards the French-based entities Embassy SAS and Montesquieu Finances SAS were adjusted in full by both UNITEDLABELS AG and the UNITEDLABELS Group in the previous financial year. Current operations are being maintained, with due amounts having to be paid in advance. Revenue associated with this business totalled €109 thousand in the first quarter of 2013.

Staff

At the end of March 2013, the UNITEDLABELS Group employed 126 (prev. year: 140) members of staff. In total, 53 members of staff were employed in Germany and 60 in Spain.

Licences

The portfolio of UNITEDLABELS AG currently encompasses 40 merchandise licences, all of which are in high demand. Among the new licences are "Mia and me", "Turtles", who are celebrating their comeback this year, "The Lord of the Rings" as well as "Mike der Ritter". The licence agreements for classics such as "Simpsons", "Bob the Builder" and "Thomas the Tank Engine" were extended. New product lines are currently being developed or manufactured from these and other licence themes.

Annual General Meeting of Shareholders

The 13th Annual General Meeting of UNITEDLABELS AG has been scheduled for Thursday, 23 May 2013, at 11 a.m. at Halle Münsterland in Münster.

Events after the reporting period

On 30 April the "procédure de sauvegarde", a debtor safeguard procedure under French law, in respect of the French entity Embassy SAS, in which UNITEDLABELS AG holds an indirect interest of 45% via Groupe Montesquieu, came to an end. Insolvency proceedings governed by French law have now commenced. The insolvency administrator has been given until 25 June to find a buyer for the aforementioned entity.

Directors' Holdings

As at 31 March 2013, UNITEDLABELS AG had a total of 4.2 million no-par-value shares. As at 31 March 2013, the Management Board as well as the members of the Supervisory Board of UNITEDLABELS AG held the following shares and options:

Peter Boder, CEO, held 63% of the shares. Management Board member Albert Hirsch as well as the Chairman of the Supervisory Board Gert-Maria Freimuth each held less than 1% of the shares. Supervisory Board members Frank Rohmann and Otte E. Umbach held no shares. As at 31 March 2013, no options had been granted and no valid share option plan was in place.

Outlook

In order to ensure that UNITEDLABELS can continue to position itself favourably within the European sales region and capture an additional share of the market against the backdrop of a sluggish economy, the focus for the current financial year will again be centred on safe, high-quality products tailored to consumer demand. Additionally, our aim is to expand the company's customer base in the Key Account segment in particular, with the express purpose of maintaining a low level of dependence on specific customers.

In response to the exceptional factors influencing business performance in the last financial year, UNITEDLABELS initiated stringent optimisation measures that are to bring about cost savings of €3.0 million per annum in 2013 and 2014. Our latest quarterly results already bear testimony to the success of this programme. These cuts are necessary so that UNITEDLABELS AG can return to profitable growth in the near future.

In addition to concentrating on large-account business relating to textile products that generate higher margins, expanding the area of NOS giftware in Germany and abroad and optimising its airport shops, UNITEDLABELS will be looking to expand its new e-commerce business via its newly established subsidiary Elfen Service GmbH.

After fast-track planning and development, the new internet platform Elfen.de was launched in October 2012. This unique service combines the business interests of manufacturers, retailers and licence, media and brand partners as well as end-consumers and brings them together within an online environment. The new online shop already offers around 100,000 items supplied by more than 90 manufacturers of branded goods. This is complemented by the complete range of products supplied by the parent company within the specialty retail category. Therefore, the platform offers consumers an extensive, high-impact portfolio of merchandise with cooperation partners from various segments of the market. Further fundamental projects within this area are to be implemented in the second quarter of 2013.

UNITEDLABELS Aktiengesellschaft, Münster Group Statement of Comprehensive Income (IFRS) for the period

1 January to 31 March 2013

(unaudited)

01/01/2013
31/03/2013
01/01/2012
31/03/2012
01/01/2013
31/03/2013
01/01/2012
31/03/2012
% % %
Sales revenues 5,663,058.15 100.0% 11,450,738.36 100.0% 5,663,058.15 100.0% 11,450,738.36
Cost of materials -3,296,353.49 -58.2% -7,638,255.05 -66.7% -3,296,353.49 -58.2% -7,638,255.05
Amortisantion of usufructuary rights -447,726.52 -7.9% -662,854.77 -5.8% -447,726.52 -7.9% -662,854.77
1,918,978.14 33.9% 3,149,628.54 27.5% 1,918,978.14 33.9% 3,149,628.54
Other operating income 414,409.44 7.3% 114,144.84 1.0% 414,409.44 -7.3% 114,144.84
Staff costs -1,285,592.85 -22.7% -1,556,269.20 -13.6% -1,285,592.85 -22.7% -1,556,269.20
Depreciation of property plant and equip
ment and amortisation of intangible assets
(excl. amortisation of usufructuary rights)
-155,201.85 -2.7% -182,328.83 -1.6% -155,201.85 -2.7% -182,328.83
Other operating expenses -1,036,696.76 -18.3% -1,675,118.44 -14.6% -1,036,696.76 -18.3% -1,675,118.44
Profit from operations -144,103.88 -2.5% -149,943.09 -1.3% -144,103.88 -2.5% -149,943.09
Finance income 816.06 0.0% 25,681.45 0.2% 816.06 0.0% 25,681.45
Result from at-equity investments 101,242.04 1.8% 161,412.80 1.4% 101,242.04 1.8% 161,412.80
Finance cost -205,390.82 -3.6% -295,988.80 -2.6% -205,390.82 -3.6% -295,988.80
Net finance cost -103,332.72 -1.8% -108,894.55 -1.0% -103,332.72 -1.8% -108,894.55
Profit before tax -247,436.60 -4.4% -258,837.64 -2.3% -247,436.60 -4.4% -258,837.64
Taxes on income -772.57 0.0% -40,519.07 -0.4% -772.57 0.0% -40,519.07
Consolidated net profit/(loss) -248,209.17 -4.4% -299,356.71 -2.6% -248,209.17 -4.4% -299,356.71
Loss for the period attributable to
owners of parent
-208,012.58 -3.7% -687,026.98 -2.6% -208,012.58 -3.7% -687,026.98
Loss for the period attributable to non
controlling interests
-40,196.60 -0.7% -16,945.94 0.0% -40,196.60 -0.7% -16,945.94
Other comprehensive income
Currency translation 111,783.93 -13,630.70 111,783.93 -13,630.70
Other comprehensive income. total 111,783.93 -13,630.70 111,783.93 -13,630.70
Total comprehensive income -136,425.24 -312,987.41 -136,425.24 -312,987.41
Consolidated earnings per share
basic -0.05 € -0.07 € -0.05 € -0.07 €
diluted -0.05 € -0.07 € -0.05 € -0.07 €
Weighted average shares outstanding
basic 4,153,801 shares 4,153,801 shares 4,153,801 shares 4,153,801 shares
diluted 4,153,801 shares 4,153,801 shares 4,153,801 shares 4,153,801 shares

UNITEDLABELS Aktiengesellschaft, Münster Group Statement of Cash Flows

(unaudited)

03.2013
T€
03.2012
T€
Consolidated loss for the year -248 -299
Interest income from financing activities 205 270
Amortisation of usufructuary rights 448 663
Depreciation of property. plant and equipment. intangible assets an usufructual rights 155 182
Change in provisions -171 -364
Other non-cash expenses -583 -121
Change in inventories. trade receivables. and other assets
not attributable to investing or financing activities
1,740 2,070
Change in trade payables and other liabilities not attributable to investing
or financing activities
-734 -2.957
Payments for tax on profit -68 0
Cash flows from operating activities 744 -556
Payments for investments in non-current assets -944 -331
Cash flows from investing activities -944 -331
Proceeds from the disposal of non-controlling interests in fully consolidated entities 0 10
Proceeds from bank loans -530 279
Repayment of financial loans -61 -92
Interest received 1 26
Interest paid -205 -296
Cash flows from financing activities -795 -73
Net change in cash and cash equivalents -996 -960
Currency translation 112 -14
Cash and cash equivalents at the beginning of the period 1,640 1,570
Cash and cash equivalents 756 596
Gross debt bank 9,774 10,458
Net debt bank 9,018 9,862
Composition of cash and cash equivalents:
Cash and cash equivalents
756 596

UNITEDLABELS Aktiengesellschaft, Münster

Group Statement of Financial Position (IFRS) as at 31 March 2013 (unaudited)

ASSETS

Assets 31/03/2013
31/12/2012
Non-current assets
Property. plant and equipment 5,446,913.91 5,560,402.24
Intangible assets 9,721,207.35 8,821,348.18
At-equity investments 113,361.66 15,846.95
Other assets 1,100,598.25 1,100,598.25
Deferred taxes 2,473,848.45 2,473,848.45
18,855,929.61 17,972,044.07
Current assets
Inventories 4,279,885.81 4,759,531.57
Trade and other receivables 4,801,366.93 6,279,629.67
Other assets 836,808.66 619,271.03
Cash and cash equivalents 755,809.47 1,640,002.04
10,673,870.88 13,298,434.31

UNITEDLABELS Aktiengesellschaft, Münster

Group Statement of Financial Position (IFRS) as at 31 March 2013 (unaudited)

EQUITY AND LIABILITIES

Equity 31/03/2013
31/12/2012
Capital and reserves attributable to the owners
of the parent company
Issued capital 4,200,000.00 4,200,000.00
Capital reserves 3,352,705.65 3,352,705.65
Retained earnings 2,883,209.63 2,883,209.63
Currency translation -459,631.60 -571,415.53
Consolidated unappropriated surplus -3,557,658.92 -3,309,449.74
Treasury shares -223,413.73 -223,413.73
Equity attributable to owners of parent 6,195,211.03 6,331,636.28
Non-controlling interests -142,961.80 -102,765.20
Total equity 6,052,249.23 6,228,871.08
Non-current liabilities
Provisions for pensions 1,357,496.00 1,357,496.00
Financial liabilities 2,465,411.20 2,465,411.20
Provisions 763,260.62 979,667.62
Trade payables 2,781,562.08 2,781,562.08
Deferred tax liabilities 53.43 53.43
7,367,783.33 7,584,190.33
Current liabilities
Provisions 292,091.87 247,110.61
Current tax payable 11,276.02 79,744.53
Financial liabilities 7,308,795.33 7,899,440.48
Trade and other payables 8,497,604.71 9,231,121.35
16,109,767.94 17,457,416.98
Total liabilities 23,477,551.27 25,041,607.31
Total equity and liabilities 29,529,800.49 31,270,478.38

Group Statement of Changes in Equity

(unaudited)

Subscribed
capital
€ '000
Capital
reserves
€ '000
Revenue
reserves
€ '000
Translation
reserve
€ '000
Treasury
shares
€ '000
Equity at
tributable
to owners
of parent
€ '000
Reconciling
item for non
controlling
interests
€ '000
Total
€ '000
Balance at 01/01/2012 4,200 19,194 5,860 -507 -223 28,524 0 28,524
Correction 0 0 -3,589 0 0 -3,589 0 -3,589
Balance at 01/01/2012
changed
4,200 19,194 2,271 -507 -223 24,935 0 24,935
Currency translation 0 0 0 -14 0 -14 0 -14
Consolidated loss Q I 2012 0 0 -299 0 0 -299 0 -299
Total comprehensive income for
the period
0 0 -299 -14 0 -313 0 -313
Balance at 31/03/2012
changed
4,200 19,194 1,972 -521 -223 24,622 0 24,622
Consolidated loss 2012 0 0 -18,540 0 0 -18,540 -112 -18,652
Currency translation 0 0 0 -64 0 -64 0 -64
Total comprehensive income 2012 0 0 -18,540 -64 0 -18,604 -112 -18,716
Compensation paid by dissolution/
with drawal from reserves
0 -15,841 15,841 0 0 0 0 0
Transaktions with owners
Sale of minority shares 0 0 1 0 0 1 9 10
Balance at 31/12/2012 4,200 3,353 -427 -571 -223 6,332 -103 6,229
Currency translation 0 0 0 112 0 112 0 112
Consolidated loss Q1 2013 0 0 -249 0 0 -249 -40 -289
Total comprehensive loss for the
period
0 0 -249 112 0 -137 -40 -177
Balance at 31/03/2013 4,200 3,353 -676 -459 -223 6,195 -143 6,052

addresses

UNITEDLABELS AG (Headquarter)

Gildenstraße 6 48157 Münster Germany phone: +49 (0) 251 - 3 22 10 fax: +49 (0) 251 - 3 22 19 99 [email protected] www.unitedlabels.com

UNITEDLABELS Ibérica S.A. Av. de la Généralitat 29E

Pol. Ind. Fontsana 08970 Sant Joan Despi Barcelona, Spain phone: +34 (0) 93 - 4 77 13 63 fax: +34 (0) 93 - 4 77 32 60 [email protected]

UNITEDLABELS Belgium N.V. Residentie Stockhouderskasteel Gerard Davidstraat 50 bus 0002 8000 Brugge Belgium phone: +32 (0) 50 - 45 69 60 fax: +32 (0) 50 - 31 28 22 [email protected]

UNITEDLABELS Polska Sp.o.o ul. Sienna 39 00 - 121 Warszawa Poland phone: +49 (0) 251- 32 21- 0 fax: +49 (0) 251- 32 21- 999 [email protected]

UNITEDLABELS Comicware Ltd. Unit 11, 2nd Floor, Empire Court 2-4 Hysan Avenue Causeway Bay Hong Kong phone: +85 (0) 225 - 44 29 59 fax: +85 (0) 225 - 44 22 52 [email protected]

House of Trends europe GmbH Gildenstraße 6 48157 Münster Deutschland Telefon: +49 (0) 251 - 32 21- 0 Telefax: +49 (0) 251- 32 21- 999 [email protected]

Open Mark United Labels GmbH Gildenstraße 6 48157 Münster Deutschland Telefon: +49 (0) 251- 32 21- 0 Telefax: +49 (0) 251- 32 21- 999

Elfen Service GmbH Münsterstraße 111 48155 Münster Deutschland Telefon: +49 (0) 2506- 30 01 1- 0 Telefax: +49 (0) 2506- 30 01 1- 690

Financial calendar 2013 May, 23rd 2013 Annual General Meeting August 2013 Publication of 3-Months' Report November 2013 Participance at the German Equity Forum in Frankfurt

If you require further information on UNITEDLABELS or its financial results, please contact us under:

+49 (0) 2 51 - 32 21 - 0 +49 (0) 2 51 - 32 21 - 999

[email protected]

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