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Kapsch TrafficCom AG

Quarterly Report Feb 29, 2016

747_10-q_2016-02-29_2d62de0a-9262-4dd2-8df6-63d4b1904537.pdf

Quarterly Report

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Kapsch TrafficCom

Kapsch TrafficCom Selected Key Financial Data.

2014/15 (fiscal year 2014/15): 1 April 2014–31 March 2015 2015/16 Q1-Q3 (first three quarters of fiscal year 2015/16): 1 April–31 December 2015 2015/16 Q3 (third quarter of fiscal year 2015/16): 1 October–31 December 2015

The free cash flow of EUR 74.8 million signals the potential for new projects and growth.

The capital expenditure of EUR 6.9 million was at the same level as the previous year.

The net debt shifted into positive territory for a net asset of EUR 24.5 million.

Total assets (in million EUR) and equity ratio (in %)

The balance sheet total declined by 2%, while the equity ratio increased to 45.2%.

Kapsch TrafficCom Selected Key Financial Data.

All figures presented in million EUR unless otherwise stated

Earnings Data 2015/16 Q1-Q3 2014/15 Q1-Q3 +/- 2015/16 Q3 2014/15 Q3 +/- 2014/15
Revenues 379.2 349.5 8% 134.3 112.1 20% 456.4
EBITDA 55.4 48.3 15% 19.6 10.3 91% 61.5
EBITDA margin (in %) 14.6 13.8 14.6 9.2 13.5
EBIT 43.3 23.7 82% 15.9 6.2 157% 32.7
EBIT margin (in %) 11.4 6.8 11.8 5.5 7.2
Profit before tax 34.1 9.8 249% 9.4 0.3 >500% 19.9
Profit for the period 25.3 1.0 >500% 6.1 0.0 >500% 11.4
Profit for the period attributable
to equity holders 21.3 -4.6 4.7 -1.1 3.6
Earnings per share 1 (in EUR) 1.64 -0.36 0.36 -0.09 0.28
Free cash flow 2 74.8 59.4 26% 44.5 34.0 31% 68.2
Capital expenditure 3 6.9 6.0 15% 4.0 2.0 97% 8.4
Employees 4 3,461 3,685 -6% 3,461 3,685 -6% 3,545
On-board units delivered (in million units) 6.69 5.61 19% 2.09 2.36 -11% 7.42
Business Segments 2015/16 Q1-Q3 2014/15 Q1-Q3 +/- 2015/16 Q3 2014/15 Q3 +/- 2014/15
Road Solution Projects (RSP)
Revenues (share in revenues) 69.7
(18.4%)
51.3
(14.7%)
36% 31.5
(23.5%)
13.5
(12.0%)
134% 60.2
(13.2%)
EBIT (EBIT margin) -12.9 (-18.5%) -37.4 (-72.9%) 66% -3.7 (-11.8%) -13.7(-102.0%) 73% -50.7 (-84.4%)
Services, System Extensions,
Components Sales (SEC)
Revenues (share in revenues) 292.2
(77.0%)
280.6
(80.3%)
4% 98.0
(73.0%)
93.4
(83.3%)
5% 372.6
(81.6%)
EBIT (EBIT margin) 54.6
(18.7%)
60.0
(21.4%)
-9% 19.1
(19.5%)
19.7
(21.1%)
-3% 82.2
(22.1%)
Others (OTH)
Revenues (share in revenues) 17.3
(4.6%)
17.6
(5.0%)
-1% 4.8
(3.6%)
5.2
(4.7%)
-8% 23.6
(5.2%)
EBIT (EBIT margin) 1.5
(8.9%)
1.2
(6.8%)
28% 0.5
(11.2%)
0.2
(3.0%)
244% 1.3
(5.4%)
Regions 2015/16 Q1-Q3 2014/15 Q1-Q3 +/- 2015/16 Q3 2014/15 Q3 +/- 2014/15
Austria 5 29.6
(8%)
29.0
(8%)
2% 10.8
(8%)
11.0
(10%)
-2% 38.2
(8%)
Europe 5 194.9
(51%)
183.5
(52%)
6% 66.6
(50%)
57.8
(52%)
15% 234.0
(51%)
Americas 5 85.0
(22%)
67.2
(19%)
27% 32.6
(24%)
24.1
(22%)
35% 92.6
(20%)
Rest of World5 69.7
(18%)
69.9
(20%)
0% 24.2
(18%)
19.2
(17%)
26% 91.6
(20%)
Balance Sheet Data 31 Dec. 2015 31 Dec. 2014 +/- 31 March 2015
Total assets 497.7 509.5 -2% 515.6
Total equity 6 225.0 209.0 8% 219.4
Equity ratio6
(in %)
45.2 41.0 42.5
Net asset (+)/debt (-) 24.5 -43.5 -35.9
Capital employed 338.5 352.6 -4% 357.3
Net working capital 174.7 183.0 -5% 209.9
Stock Exchange Data 2015/16 Q3 2015/16 Q2 +/- 2014/15
Number of shares 7 (in million) 13.0 13.0 0% 13.0
Free float 7 (in %) 36.7 36.7 0% 36.9
Ø daily trading volume 8 (in shares) 23,559 23,757 0% 27,574
Closing price 7 (in EUR) 37.40 29.29 28% 23.85
Market capitalization 7 486.14 380.77 28% 309.99
Share performance (in %) 27.7 32.0 -40.4

1 Earnings per share relate to 13.0 million shares, calculated from the result for the period attributable to the equity holders of the company

2 Operating cash flow minus capital expenditure from operations (excl. payments for acquisition of companies and purchases of securities and investments) plus proceeds from the disposal of property, plant and equipment and intangible assets

3 Capital expenditure from operations (excl. payments for acquisition of companies and purchases of securities and investments)

4 Q3 as of 31 December; 2014/15 as of 31 March 2015

5 Revenues (share on total revenues in %); Europe excl. Austria 6 Incl. non-controlling interests

7 Q3 as of 31 December 2015, Q2 as of 30 September 2015;

for additional information on the share see page 6

8 Average daily trading volume (double counting)

Kapsch TrafficCom

4

Letter from the Chief Executive Officer.

Dear shareholders,

In the first three quarters of the 2015/16 fiscal year, the effects and results of Program 2020 were already clearly visible in the Kapsch TrafficCom Group. In the past year, we implemented comprehensive measures for cost reduction and improved earnings with the project "Top Fit" and also adapted our strategy with respect to future developments and growth potential.

Projects and markets. Our existing operation projects continued to represent a stable foundation, and the expansion of the systems in Belarus and Poland contributed to revenue and earnings as expected. In the U.S.A., we have now positioned ourselves as an end-to-end provider, and we obtained new orders there as well as in Chile, Australia and New Zealand. In Italy, we successfully put a city solution into operation, and in the Czech Republic, our V2X technology will be utilized in the capital of Prague. Not least, Kapsch TrafficCom was able to win an important

order in late summer: the delivery and installation of the traffic management systems within the framework of the cross-border program "CHARM" of the road authorities of the Netherlands and Great Britain. This advanced traffic management system will be the largest and most modern system in Europe and will secure for us a globally recognized position in traffic management systems to match the position we have enjoyed for many years in the area of electronic toll collection. All of these developments contribute immensely to strengthening and securing the core business of the Kapsch TrafficCom Group in addition to demonstrating the demand for city solutions. They are also reflected in our financial figures.

Asset, financial and earnings situation. The revenue in the first three quarters of 2015/16 of EUR 379.2 million was 8% above the previous year. The EBIT increased disproportionately by 82 %

to EUR 43.3 million. This growth is all the more impressive since the comparison value of the previous year was significantly elevated due to one-time effects. The current results also include our investment in a majority stake in the smart parking provider Streetline. The successes of the project "Top Fit" as well as the newly launched projects and the significant increase in our on-board unit sales contributed positively. The EBIT margin has remained in the double digits for the last three quarters and is currently 11.4%.

The profit for the period rose to EUR 25.3 million and enabled earnings per share of EUR 1.64, while the free cash flow increased to EUR 74.8 million. The balance sheet figures also reflect a continuous improvement over the first three quarters of the fiscal year. Cash and cash equivalents increased to EUR 138.0 million as at the end of December and helped ensure that the Kapsch TrafficCom Group has no net debt but rather a net credit of EUR 24.5 million.

Program 2020 and strategy. The cost savings and organizational changes contributed significantly to our operational excellence, and the measures implemented will become fully apparent over the course of this fiscal year. It can be stated already today that the savings were realized more effectively and more rapidly than originally expected.

Our Strategy 2020, which was introduced in April, will secure our future growth. The initial priorities that we have set are: 1. Operational excellence, which we have been able to improve in the meantime; 2. Strengthening and securing the core business, which is reflected in the new projects we have obtained; and 3. Establishment of the intelligent mobility solutions (IMS) business.

In December, we also concluded an agreement to take over the global transportation business of Schneider Electric, which encompasses integrated advanced traffic management solutions for cities, highways and transit solutions. This will enable Kapsch TrafficCom to offer integrated intelligent transportation solutions from the highway into the city. Furthermore, we will expand our presence in the growth markets of Spain, Latin America, the U.S.A. and the Middle East. The acquisition should be concluded in the coming weeks – subject to all agreed conditions.

The current fiscal year 2015/16 is now almost finished. We have accomplished much in the past months and laid a strong foundation for the future. On this basis, we expect the EBIT margin for the entire fiscal year 2015/16 to be above the 10% mark that we set as an initial minimum target for our core business.

From an operational perspective, we take an optimistic view of the development of our existing projects, including for the coming fiscal year 2016/17. There are also several invitations to tender that we are watching: We are waiting for a decision in Slovenia, and the new invitation to tender for the existing toll system in Austria is currently under way. In addition, we continue to expect additional potential projects.

Our activities will continue to focus on the implementation of our strategy. In accordance with the changes in our business, our internal structures – and therefore our reporting as well – have followed a modified segmentation since the fourth quarter of the current fiscal year. A detailed explanation of this will be provided together with our annual figures, which will still be presented in a way that allows for easy comparison. We are also planning additional strategic steps to shape our future.

Sincerely,

Georg Kapsch Chief Executive Officer

Kapsch TrafficCom Kapsch TrafficCom Shares.

The Kapsch TrafficCom shares are listed on the Vienna Stock Exchange and are included in the Austrian indexes ATX Prime, ATX Global Players and the sustainability index VÖNIX.

After the share price exhibited a heavy decline in the previous fiscal year, it was able to recover significant value in the first three quarters of the fiscal year 2015/16. A lasting upward trend has been observed in particular since May, contrary to the developments on the international stock exchanges. At the end of the third quarter, on 31 December 2015, the shares closed at EUR 37.40, which is 57% above the price at the start of the fiscal year. The international comparison indexes all declined

during the reporting period due to global economic and political developments. The ATX Prime index lost roughly 3% in value, the German DAX and the European share index Euro Stoxx 50 lost somewhat more than 10%.

The number of shares is 13 million. KAPSCH-Group Beteiligungs GmbH holds 63.3% of the shares. The remaining 36.7% are in free float, of which approximately 5.4% have been held according to the company's information by The Bank of New York Mellon Corporation as well as its affiliated companies since the start of July 2015. On 31 December 2015, the market capitalization with respect to the closing share price of EUR 37.40 was EUR 486.1 million.

Share price development in the first three quarters of fiscal year 2015/16 (Kapsch TrafficCom and ATX Prime Index)

The final price of the Kapsch TrafficCom shares and final value of the ATX Prime Index on 31 March 2015, both indexed to 100

Investor Relations Officer Marcus Handl
Information on the Shares Shareholders' Telephone +43 50 811 1120
E-Mail [email protected]
Website www.kapschtraffic.com
Stock Exchange Vienna, Prime Market
ISIN AT000KAPSCH9
Trading Symbol KTCG
Reuters KTCG.VI
Bloomberg KTCG:AV
Financial Calendar 22 June 2016 Results of fiscal year (FY) 2015/16
24 August 2016 Interim report for FY 2016/17 Q1
07 September 2016 Annual General Meeting for FY 2015/16
14 September 2016 Ex date for dividends for FY 2015/16
16 September 2016 Record Date
21 September 2016 1st payment date for dividends for FY 2015/16
17 November 2016 Interim report for FY 2016/17 Q2
22 February 2017 Interim report for FY 2016/17 Q3
21 June 2017 Results of FY 2016/17
06 September 2017 Annual General Meeting for FY 2016/17

Kapsch TrafficCom Analysis of the Results and Balance Sheet.

Revenues and earnings.

The revenues of the Kapsch TrafficCom Group were EUR 379.2 million in the first three quarters of the current fiscal year 2015/16 (2015/16 Q1-Q3), up by 8.5% from the same period of the previous fiscal year (2014/15 Q1-Q3: EUR 349.5 million). Revenues increased in the Road Solution Projects (RSP) segment and the Services, System Extensions, Components Sales (SEC) segment, while revenues in the segment Others (OTH) were slightly below those of the previous year.

Revenues by segment in the first three quarters were as follows:

  • ¾The segment RSP (Road Solution Projects) recorded revenues of EUR 69.7 million after EUR 51.3 million in the same period of the previous fiscal year, an increase of 35.8%. Significant revenue contributions came during the reporting period from the projects acquired since the previous year. In particular, these are the expansion project in Belarus, the toll projects in Australia (WestConnex M4 motorway, Sydney) and in the U.S.A. (New York State Thruway, Ohio River Bridges, Puerto Rico) as well as the traffic management systems within the framework of the "CHARM" program in the Netherlands and Great Britain as well as in the Czech Republic.
  • ¾ In the segment SEC (Services, System Extensions and Components Sales), revenues increased by 4.1% from EUR 280.6 million in the previous fiscal year to EUR 292.2 million this year. Component sales contributed significantly to this revenue increase. The contributions from the South African operation project were lower by comparison since a one-time effect was included in the previous year for compensation amounting to EUR 5.5 million for costs incurred during the time for which it was necessary to maintain operational readiness of the system. The technical and commercial operation of the nationwide system in the Czech Republic, the operation project in Poland, the technical operation including maintenance of the nationwide system in Austria, the technical and commercial operation project in Belarus and the expansions to the toll system in Poland continued to provide stable revenue contributions.

The number of on-board units sold amounted to 6.69 million units (2014/15 Q1-Q3: 5.61 million units), an increase of 1.08 million units. Increases were observed in particular in Thailand, North America and Australia, while the sales figures in Chile lagged behind those of the comparison period.

¾ In the segment Others (OTH), revenue amounted in the first three quarters of fiscal year 2015/16 to EUR 17.3 million (2014/15 Q1-Q3: EUR 17.6 million). A positive contribution to segment revenue was made by the non-ITS-related business of KTC USA Inc., largely due to the operational monitoring of environmental facilities in the U.S.A. The production and supply for the GSM-R project of Kapsch CarrierCom declined compared with the same period in the previous year.

In the first three quarters of the current fiscal year, the Kapsch TrafficCom Group reported an operating result (EBIT) of EUR 43.3 million, which was significantly higher than the comparison period of the previous year (2014/15 Q1-Q3: EUR 23.7 million). The operating results by segment were as follows:

¾The segment RSP recorded an EBIT of EUR -12.9 million during the reporting period after EUR -37.4 million in the first three quarters of the previous year. The new projects obtained since the previous year contributed to this improvement as did the successful implementation of the project "Top Fit", which contains measures for cost reduction and improved earnings. In the comparison period of the previous year, two mutually opposing one-time effects were taken into account: While a goodwill impairment in the cash-generating unit "Road Solution Projects, Electronic Toll Collection" in the amount of EUR 12.3 million weighed down the EBIT of the segment, the release of a provision for losses from pending transactions and follow-up work in the amount of EUR 16.1 million had a positive effect on earnings. Despite the improvement, it was not possible during the reporting period to fully cover the expenditures for development and preparatory work for potential tenders as well as expenditures for ongoing tenders attributed to this segment.

¾The segment SEC achieved an EBIT of EUR 54.6 million (2014/15 Q1-Q3: EUR 60.0 million). The decline in comparison to the same period of the previous year results from the one-time revenue effect from the South African project. In addition, the costs of Streetline, Inc., U.S.A., which was acquired in April, negatively impact the result in this segment during the current fiscal year. On the other hand, growth in the component business had a positive impact.

¾The segment OTH exhibited an EBIT of EUR 1.5 million (2014/15 Q1-Q3: EUR 1.2 million).

The financial result improved from EUR -14.1 million in the comparison period of the previous year to EUR -9.1 million. The finance income increased from EUR 8.8 million to EUR 9.4 million, largely due to the profit from the sale of securities in the amount of EUR 3.4 million (2014/15 H1: EUR 0.0 million). In contrast to this, the effect from the compounding of the receivables from the installation of the Belorussian toll system was lower than the previous year at EUR 2.6 million (2014/15 Q1-Q3: EUR 4.5 million). The finance costs declined from EUR -22.9 million to EUR -18.6 million, although the as yet unrealized foreign currency losses increased to EUR -10.6 million (2014/15 Q1-Q3: EUR 0.0 million). A goodwill impairment of Q-Free ASA in the amount of EUR 18.5 million was recorded under finance costs in the comparison period of the previous year in connection with the continued poor share price performance.

The profit for the period increased significantly from EUR 1.0 million in the comparison period of the previous year to EUR 25.3 million. The share attributable to the equity holders of the company also presents a positive picture at EUR 21.3 million (2014/15 Q1-Q3: EUR -4.6 million). The Kapsch TrafficCom Group can therefore report significantly positive earnings per share in the amount of EUR 1.64 (2014/15 Q1-Q3: EUR -0.36).

Financial position and cash flows.

The balance sheet total on 31 December 2015 of EUR 497.7 million was lower than at the end of the 2014/15 fiscal year (31 March 2015: EUR 515.6 million). The total equity of EUR 225.0 million was above the comparison value on 31 March 2015 of EUR 219.4 million. The equity ratio of the Kapsch TrafficCom Group improved as a result from 42.5% on 31 March 2015 to 45.2% on 31 December 2015.

The greatest change in non-current assets took place under other non-current assets. These declined by EUR 16.9 million due to the contractual repayment from the Belorussian installation project. Under current assets, the trade receivables and other current assets were down by EUR 21.1 million on 31 December 2015 due to date-related fluctuations in accounts receivable.

On the liabilities side of the balance sheet, the largest changes occurred in non-current financial liabilities, which declined by EUR 16.4 million, and in the current financial liabilities, which fell by EUR 8.0 million. This is related largely to the buyback of corporate bonds in the amount of EUR 4.2 million as well as the ongoing repayment of the financing for the installation of the nationwide electronic truck toll system in Belarus.

The net cash flow from operating activities amounted to EUR 79.9 million in the first three quarters of the fiscal year after EUR 64.6 million in the comparison period of the previous year and can be attributed to the positive profit from operating activities as well as the decline in the non-current receivables. In addition, the net cash flow from operating activities was affected in the previous year by the release of a provision with an impact on earnings in the amount of EUR 16.1 million as well as a goodwill impairment in the amount of EUR 12.3 million.

The cash flow from investing activities was positive at EUR 2.8 million in the first three quarters of the fiscal year 2015/16 due to the sale of securities as well as the cash inflow from the purchase of the shares in Streetline, Inc., U.S.A. The free cash flow was also positive at EUR 74.8 million (2014/15 Q1-Q3: EUR 59.4 million). The decrease in the current and non-current financial liabilities due to the buyback of corporate bonds and the repayment of project financing as well as the dividends paid out for the previous fiscal year in the amount of EUR 13.2 million resulted in a negative net cash flow from financing activities of EUR -37.1 million. Cash and cash equivalents increased from EUR 96.8 million on 31 March 2015 to EUR 138.0 million on 31 December 2015. The decrease in non-current financial liabilities and the increase in cash and cash equivalents led to a surplus in net debt of EUR 24.5 million on 31 December 2015, which is reported as a net credit (31 March 2015: EUR -35.9 million).

Events occurring after 31 December 2015.

On 14 December 2015, Kapsch TrafficCom AG announced that an agreement was reached with Schneider Electric S.E. concerning an acquisition of its global transportation business. Schneider's transportation business, previously active under the brand Telvent Tráfico y Transporte, is a provider of integrated advanced traffic management software (ATMS) solutions for applications in cities, on highways and in tunnels as well as toll and transit solutions. The acquisition will enable Kapsch TrafficCom to offer existing and future customers an integrated portfolio of intelligent transportation solutions from the highway into the city.

The acquisition is taking place based on a purchase price of EUR 35 million, free of cash and liabilities and subject to the existence of agreed conditions, which are currently being evaluated. The conclusion of the transaction is expected in the coming weeks.

Vienna, 24 February 2016

The Executive Board

Georg Kapsch Chief Executive Officer

André Laux Executive board member

Alexander Lewald Executive board member

Kapsch TrafficCom Condensed Consolidated Interim Financial Information as of 31 December 2015.*)

Kapsch TrafficCom Group – Consolidated statement of comprehensive income.

2015/16 2014/15 2015/16 2014/15
All amounts in TEUR Notes Q3 Q3 Q1-Q3 Q1-Q3
Revenues (5) 134,262 112,106 379,226 349,526
Other operating income 6,250 5,080 12,731 11,378
Changes in finished and unfinished goods and work in progress -4,222 -2,400 -4,593 -1,533
Own work capitalized 139 0 547 0
Cost of materials and other production services -50,747 -40,792 -144,204 -131,440
Staff costs -39,237 -39,772 -113,857 -110,214
Amortization and depreciation -3,755 -4,093 -12,095 -12,211
Impairment charge 0 0 0 -12,342
Other operating expenses -26,814 -23,955 -74,479 -69,415
Operating result (5) 15,875 6,173 43,276 23,750
Finance income 1,432 2,848 9,442 8,796
Finance costs -7,882 -8,728 -18,580 -22,892
Financial result -6,450 -5,880 -9,137 -14,096
Result from associates -39 2 6 141
Result before income taxes 9,386 295 34,144 9,795
Income taxes (13) -3,321 -251 -8,852 -8,830
Result for the period 6,065 44 25,292 966
Result attributable to:
Equity holders of the company 4,669 -1,122 21,344 -4,635
Non-controlling interests 1,396 1,166 3,947 5,600
6,065 44 25,292 966
Earnings per share from the result for the period attributable
to the equity holders of the company (in EUR) 0.36 -0.09 1.64 -0.36
Other comprehensive income for the period
Items subsequently reclassified to the result for the period:
Currency translation differences 1,975 -2,820 640 -7,228
Currency translation differences from net investments in foreign operations -2,123 1,282 -469 4,321
Available-for-sale financial assets:
Fair value gains/losses recognized in other comprehensive income -1,093 45 -5,567 -2,224
Reclassification of cumulated net losses to the result for the period (impairment) 1,046 0 1,237 12,185
Reclassification of cumulated net gains to the result for the period
(sale of available-for-sale financial assets) 0 0 -3,318 0
Income tax relating to items subsequently reclassified to the result for the period 543 -332 981 -1,194
Total items subsequently reclassified to the result for the period 347 -1,825 -6,497 5,860
Items subsequently not reclassified to the result for the period:
Remeasurements of liabilities from post-employment benefits 0 0 0 0
Income tax relating to items subsequently not reclassified to the result for the period 0 0 0 0
Total items subsequently not reclassified to the result for the period 0 0 0 0
Other comprehensive income for the period net of tax (14) 347 -1,825 -6,497 5,860
Total comprehensive income for the period 6,412 -1,781 18,795 6,826
Total comprehensive income attributable to:
Equity holders of the company 5,090 -2,930 15,060 1,219
Non-controlling interests 1,323 1,150 3,735 5,607
6,412 -1,781 18,795 6,826

Earnings per share relate to 13.0 million shares.

The notes on the following pages form an integral part of this condensed interim financial information.

*) The condensed consolidated interim report has neither been audited nor been reviewed by an auditor.

Kapsch TrafficCom Group – Consolidated balance sheet.

All amounts in TEUR Notes 31 Dec. 2015 31 March 2015
ASSE
TS
Non-current assets
Property, plant and equipment (6) 20,476 22,393
Intangible assets (6) 66,210 71,250
Interests in associates (7) 1,836 2,014
Other non-current financial assets and investments (8) 17,588 23,099
Other non-current assets 11,187 28,138
Deferred tax assets 14,986 13,590
132,282 160,485
Current assets
Inventories 43,044 47,670
Trade receivables and other current assets 184,310 205,387
Other current financial assets (8) 0 5,291
Cash and cash equivalents 138,034 96,765
365,388 355,113
Total assets 497,670 515,597
EQUI
TY
Capital and reserves attributable to equity holders of the company
Share capital (9) 13,000 13,000
Capital reserve 117,509 117,509
Retained earnings and other reserves 85,991 77,449
216,499 207,958
Non-controlling interests 8,469 11,403
Total equity 224,969 219,361
LIA
BILITIES
Non-current liabilities
Non-current financial liabilities (10) 72,634 88,985
Liabilities from post-employment benefits to employees (11) 24,690 25,210
Non-current provisions (12) 1,369 1,661
Other non-current liabilities 4,484 4,657
Deferred income tax liabilities 794 2,380
103,971 122,892
Current liabilities
Trade payables 52,701 48,441
Other liabilities and deferred income 63,306 65,535
Current tax payables 2,904 1,174
Current financial liabilities (10) 40,930 48,969
Current provisions (12) 8,890 9,225
168,731 173,344
Total liabilities 272,702 296,236
Total equity and liabilities 497,670 515,597

The notes on the following pages form an integral part of this interim financial information.

Kapsch TrafficCom Group – Consolidated statement of changes in equity.

All amounts in TEUR

Non
controlling Total
Attributable to equity holders of the company interests equity
Consolidated
Share Capital Other retained
capital reserve reserves earnings
Carrying amount as of 31 March 2014 13,000 117,509 -13,713 86,004 10,310 213,110
Dividend 0 -6,935 -6,935
Effects from increase in shares of subsidiaries -4,821 795 -4,026
Non-controlling interests arising on foundation
of a subsidiary 5 5
Result for the period -4,635 5,600 966
Other comprehensive income for the period:
Currency translation differences -3,993 6 -3,988
Fair value gains/losses on available-for-sale
financial assets 9,848 0 9,848
Carrying amount as of 31 December 2014 13,000 117,509 -12,679 81,369 9,781 208,979
Carrying amount as of 31 March 2015 13,000 117,509 -12,184 89,634 11,403 219,361
Dividend -6,500 -6,709 -13,209
Effects from acquisition of shares in subsidiaries 0 21 21
Effects from the acquisition and sale of
non-controlling interests -19 19 0
Result for the period 21,344 3,947 25,292
Other comprehensive income for the period:
Currency translation differences 500 -212 288
Fair value gains/losses on available-for-sale
financial assets -6,785 0 -6,785
Carrying amount as of 31 December 2015 13,000 117,509 -18,469 104,460 8,469 224,969

The effects from the acquisition of shares in subsidiaries in the third quarter of the fiscal year 2015/16 result from the acquisition of shares in Streetline, Inc., California (see note 15). The notes on the following pages form an integral part of this interim financial information.

Kapsch TrafficCom Group – Consolidated cash flow statement.

2015/16 2014/15 2015/16 2014/15
All amounts in TEUR Q3 Q3 Q1-Q3 Q1-Q3
Cash flow from operating activities
Operating result 15,875 6,173 43,276 23,750
Adjustments for non-cash items and other reconciliations:
Scheduled amortization and depreciation 3,755 4,093 12,095 12,211
Impairment charge 0 0 0 12,342
Increase/decrease in obligations for post-employment benefits -98 -218 -520 -377
Increase/decrease in other non-current liabilities and provisions 429 92 -41 58
Increase/decrease in other non-current receivables and assets -782 -164 -2,787 -3,387
Increase/decrease in trade receivables (non-current) 3,257 14,620 22,436 33,639
Increase/decrease in trade payables (non-current) -156 -211 -626 -662
Other (net) -3,834 41 -2,126 243
18,447 24,427 71,706 77,817
Changes in net current assets:
Increase/decrease in trade receivables and other assets 21,964 22,905 20,902 29,025
Increase/decrease in inventories 4,345 2,316 4,626 7,651
Increase/decrease in trade payables and other current payables 4,103 -7,870 -1,221 -18,546
Increase/decrease in current provisions 466 -3,759 -335 -19,680
30,878 13,592 23,972 -1,549
Cash flow from operating activities 49,326 38,019 95,678 76,267
Interest received 256 491 823 1,399
Interest payments -1,235 -1,900 -3,806 -4,327
Net payments of income taxes -1,494 -1,214 -12,793 -8,714
Net cash flow from operating activities 46,853 35,395 79,903 64,625
Cash flow from investing activities
Purchase of property, plant and equipment -1,890 -1,912 -4,733 -5,403
Purchase of intangible assets -2,115 -121 -2,212 -614
Purchase of securities and investments 0 0 0 -362
Payments received from the acquisition of entities (less payment for the acquisition
of the entity) 0 0 2,543 0
Payments received from the disposal of property, plant and equipment and intangible assets 1,622 594 1,855 832
Payments received from the disposal of securities and investments 0 0 5,375 0
Net cash flow from investing activities -2,383 -1,439 2,827 -5,546
Cash flow from financing activities
Contributions from shareholders 0 5 0 5
Dividends paid to company shareholder 0 0 -6,500 0
Dividends paid to non-controlling interests -11 0 -6,709 -6,935
Increase in non-current financial liabilities 12 56 483 147
Decrease in non-current financial liabilities -2,514 -5,083 -16,834 -15,610
Increase in current financial liabilities 698 4,109 2,573 6,342
Decrease in current financial liabilities -6,570 -3,078 -10,141 -5,678
Net cash flow from financing activities -8,386 -3,991 -37,127 -21,730
Net increase/decrease in cash and cash equivalents 36,083 29,965 45,602 37,349
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period 102,339 65,592 96,765 57,731
Net increase/decrease in cash and cash equivalents 36,083 29,965 45,602 37,349
Exchange gains/losses on cash and cash equivalents -388 -716 -4,333 -239
Cash and cash equivalents at end of period 138,034 94,842 138,034 94,842

The notes on the following pages form an integral part of this interim financial information.

Kapsch TrafficCom Selected Notes to the Condensed Consolidated Interim Financial Information.

1 General information.

Kapsch TrafficCom Group is an international supplier of superior intelligent transportation systems (ITS).

The business activities of the Kapsch TrafficCom Group are subdivided into the following three segments: ¾Road Solution Projects (RSP)

  • ¾Services, System Extensions, Components Sales (SEC)
  • ¾Others (OTH)

The segment Road Solution Projects relates to the installation of ITS solutions.

The segment Services, System Extensions, Components Sales relates to the sale of services (maintenance and operation) and components in the area of ITS solutions.

The segment Others relates to non-core business activities conducted by Kapsch Components GmbH & CoKG. In this segment, Kapsch TrafficCom Group offers engineering solutions, electronic manufacturing and logistics services to affiliated entities and third parties. Furthermore, the non-ITS relevant business of KTC USA Inc. is allocated to this segment, including solutions, systems and services for operational monitoring of public transportation and environmental infrastructure.

2 Basis of preparation.

This condensed interim financial information for the third quarter of the current fiscal year 2015/16 ended 31 December 2015 has been prepared in accordance with IAS 34 "Interim financial reporting". The interim condensed financial report should be read in conjunction with the annual financial statemtents for the year ended 31 March 2015.

For ease of presentation, amounts have been rounded and, unless indicated otherwise, are presented in thousand Euro (TEUR). However, calculations are done using exact amounts, including the digits not shown, which may lead to rounding differences.

3 Accounting policies.

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 March 2015, as described in the annual financial statements for the year ended 31 March 2015.

In the condensed interim financial information for the third quarter of the current fiscal year 2015/16 the following new or amended IFRS and IFRIC have been adopted.

Applicable to financial years beginning on or after
1 January 2015
1 January 2015
1 January 2015
1 January 2015
1 January 2015
1 January 2015
1 January 2015
1 January 2015
Employee Benefits (Amendment)
Annual improvement to IFRS, 2010–2012
Share-based Payment
Business Combinations
Operating Segments
Fair Value Measurement
Property, Plant and Equipment
Related Party Disclosures
Intangible Assets
New/adopted IFRSs Applicable to financial years beginning on or after
Annual improvement to IFRS, 2011–2013
IFRS 1 First-time Adoption of International Financial Reporting Standards 1 January 2015
IFRS 3 Business Combinations 1 January 2015
IFRS 13 Fair Value Measurement 1 January 2015
IAS 40 Investment Property 1 January 2015

Adoption of the new/amended standards did not result in any significant effects on the condensed consolidated interim financial information.

4 Risk management.

The financial risks to which Kapsch TrafficCom Group is exposed are generally consistent with those of the consolidated financial statements for the year ended 31 March 2015 and are described therein.

5 Segment information.

Services,
2015/16 Q1-Q3 Road Solution System Extensions, Consolidated
All amounts in TEUR Projects Components Sales Others group
Revenues 69,740 292,160 17,325 379,226
Operating result -12,875 54,616 1,534 43,276
2014/15 Q1-Q3 Road Solution Services,
System Extensions,
Consolidated
All amounts in TEUR Projects Components Sales Others group
Revenues 51,342 280,621 17,563 349,526

The following table contains all single external customers which contributed more than 10% to the total revenues of the period and additionally shows the information of the respective operating segment.

All amounts in TEUR 2015/16 Q1-Q3 2014/15 Q1-Q3
Services, Services,
Road Solution System Extensions, Road Solution System Extensions,
Revenues Projects Components Sales Revenues Projects Components Sales
Customer 1 61,811 x 60,057 x
Customer 2 53,993 x 51,649 x
Customer 3 37,185 x x 32,344 x x
Customer 4 32,605 x x 40,801 x x

6 Capital expenditure.

All amounts in TEUR 2015/16 2014/15
Carrying amount as of 31 March of prior year 93,644 113,014
Additions 6,946 6,017
Additions from the acquisition 1,297 0
Disposals -1,855 -832
Impairment charge 0 -12,342
Depreciation, amortization and other movements -12,095 -12,211
Currency translation differences -1,251 1,178
Carrying amount as of 31 December of fiscal year 86,686 94,824

In the third quarter of the fiscal year 2014/15, the position "Impairment charge" includes an impairment of the goodwill of the cash generating unit "Road Solution Projects, Electronic Toll Collection" amounting to TEUR 12,342.

7 Interests in associates.

All amounts in TEUR 2015/16 2014/15
Carrying amount as of 31 March of prior year 2,014 1,596
Currency translation differences -184 136
Additions from foundations and acquisitions 0 0
Disposals 0 0
Share in result 6 141
Carrying amount as of 31 December of fiscal year 1,836 1,874

On 31 July 2012 the group acquired 33% of the shares in Simex, Integración de Sistemas, S.A.P.I. de C.V., Mexico City, Mexico. Taking potential voting rights into account (options for purchase of the remaining shares) the group has the majority of the shares. As the potential voting rights are not assessed to be substantial the presumption of control was rebutted. As significant influence over the financial and business policies exists, the investment is accounted for using the equity method.

8 Current and non-current financial assets.

All amounts in TEUR 31 Dec. 2015 31 March 2015 31 Dec. 2014 31 March 2014
Other non-current financial assets and investments 17,588 23,099 18,843 28,506
Other current financial assets 0 5,291 5,293 4,924
17,588 28,390 24,136 33,430
Other non-current financial assets and investments Available Available Other
2015/16 Q1-Q3 for-sale for-sale non-current
All amounts in TEUR securities investments financial assets Total
Carrying amount as of 31 March 2015 3,803 19,296 0 23,099
Currency translation differences 0 0 0 0
Additions 0 0 96 96
Disposals -40 0 0 -40
Change in fair value -136 -5,432 0 -5,567
Carrying amount as of 31 December 2015 3,627 13,864 96 17,588
Other non-current financial assets and investments Available Available Other
2014/15 Q1-Q3 for-sale for-sale non-current
All amounts in TEUR securities investments financial assets Total
Carrying amount as of 31 March 2014 3,655 23,758 1,093 28,506
Currency translation differences 0 0 56 56
Additions 0 362 1,148 1,510
Disposals 0 0 -2,296 -2,296
Change in fair value 86 -9,018 0 -8,932
Carrying amount as of 31 December 2014 3,741 15,102 0 18,843
Other current financial assets Available
2015/16 Q1-Q3 for-sale Other current
All amounts in TEUR securities financial assets Total
Carrying amount as of 31 March 2015 5,291 0 5,291
Currency translation differences 0 0 0
Additions 0 0 0
Disposals -5,291 0 -5,291
Change in fair value 0 0 0
Carrying amount as of 31 December 2015 0 0 0
Other current financial assets Available
2014/15 Q1-Q3 for-sale Other current
All amounts in TEUR securities financial assets Total
Carrying amount as of 31 March 2014 4,924 0 4,924
Currency translation differences 0 0 0
Additions 0 0 0
Disposals 0 0 0
Change in fair value 369 0 369
Carrying amount as of 31 December 2014 5,293 0 5,293

As of 31 December 2015, available-for-sale securities relate to government and bank bonds as well as shares in investment funds. As of 31 December 2015, investments classified as available-for-sale mainly relate to a 19.48% investment in the listed company Q-Free ASA, Trondheim, Norway.

In the first three quarters of the fiscal year 2015/16, the disposal of the available-for-sale securities relate to the sale of a mutual fund (ESPA Cash Asset-Backed) and led to a gain amounting to TEUR 3,363 (effect in the result for the period) and TEUR 44 (effect in total comprehensive income for the period).

As of 31 December 2014, other non-current financial assets mainly related to a loan from the group to Simex, Integración de Sistemas, S.A.P.I. de C.V., Mexico, which was repaid in full in the third quarter of fiscal year 2014/15.

Fair value-hierarchies and determination of fair value

Financial assets and liabilities have to be classified in one of the three following fair value-hierarchies:

Level 1. There are quoted prices in active markets for identical assets and liabilities. In the group, the investment in Q-Free ASA, Trondheim, Norway, as well as listed equity instruments are attributed to Level 1.

Level 2. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques based on observable direct or indirect market data. This category comprises availablefor-sale securities, such as government and other bonds, which are quoted, however not regularly traded on a stock market.

Specific valuation techniques used to value financial instruments include:

  • ¾ quoted market prices or dealer quotes for similar instruments;
  • ¾ the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;
  • ¾ the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value;
  • ¾ other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

Level 3. Financial instruments are included in level 3 if the valuation information is not based on observable market data.

The classification of current and non-current financial assets is as follows:

Level 3
Level 2 Not based on
Level 1 Observable observable 2015/16
All amounts in TEUR Quoted prices market data market data Q1-Q3
Non-current financial assets
Available-for-sale securities 2,945 682 0 3,627
Available-for-sale investments 13,859 0 0 13,859
16,805 682 0 17,487
Current financial assets
Available-for-sale securities 0 0 0 0
0 0 0 0
Total 16,805 682 0 17,487

As of 31 December 2015, other non-current financial assets amounting to TEUR 101 are recognized at amortized cost.

Level 3
Level 2 Not based on
Level 1 Observable observable 2014/15
All amounts in TEUR Quoted prices market data market data Q1-Q3
Non-current financial assets
Available-for-sale securities 3,013 728 0 3,741
Available-for-sale investments 15,097 0 0 15,097
18,110 728 0 18,838
Current financial assets
Available-for-sale securities 5,293 0 0 5,293
5,293 0 0 5,293
Total 23,402 728 0 24,131

As of 31 December 2014, available-for-sale investments amounting to TEUR 5 are recognized at amortized cost.

9 Share capital.

The registered share capital of the company amounts to EUR 13,000,000. The share capital is fully paid in. The total number of ordinary shares issued is 13,000,000. The shares are ordinary bearer shares and have no par value.

10 Financial liabilities.

All amounts in TEUR 31 Dec. 2015 31 March 2015 31 Dec. 2014 31 March 2014
Non-current financial liabilities 72,634 88,985 94,032 109,494
Current financial liabilities 40,930 48,969 49,619 46,560
Total 113,563 137,954 143,651 156,054

Movements in borrowings are analyzed as follows:

Non-current Current
2015/16 Q1-Q3 financial financial
All amounts in TEUR liabilities liabilities Total
Carrying amount as of 31 March 2015 88,985 48,969 137,954
Additions 483 2,573 3,056
Repayments of borrowings -16,834 -10,141 -26,975
Reclassification 0 0 0
Currency translation differences 0 -472 -472
Carrying amount as of 31 December 2015 72,634 40,930 113,563
Non-current Current
2014/15 Q1-Q3 financial financial
All amounts in TEUR liabilities liabilities Total
Carrying amount as of 31 March 2014 109,494 46,560 156,054
Additions 147 6,342 6,489
Repayments of borrowings -15,610 -5,678 -21,288
Reclassification 0 0 0
Currency translation differences 1 2,396 2,397
Carrying amount as of 31 December 2014 94,032 49,619 143,651

On 28 April 2015, Kapsch TrafficCom made holders of the corporate bond a buyback offer at a rate of 105.75%, valid until 19 May 2015. This offer was utilized at a nominal value of TEUR 4,182. The purchased debt instruments were submitted to the Oesterreichische Kontrollbank (OeKB) for redemption on 22 May 2015, leaving the corporate bond with an outstanding volume of TEUR 70,818 with maturity on 3 November 2017.

The fair values and the gross cash flows (including interests) of current and non-current financial liabilities are as follows:

All amounts in TEUR 31 Dec. 2015 31 Dec. 2014
Carrying amount 113,563 143,651
Fair value 125,992 147,963
Gross cash flows:
Up to 1 year 44,162 50,448
Between 1 and 3 years 79,400 20,406
Between 3 and 5 years 0 78,488
123,562 149,341

The classification of financial liabilities is as follows:

Level 2 Level 3
Level 1 Observable Not based on observ
All amounts in TEUR Quoted prices market data able market data 31 Dec. 2015
Corporate bond 73,828 0 0 73,828
Other financial liabilities 0 52,165 0 52,165
Total 73,828 52,165 0 125,992
Level 2 Level 3
Level 1 Observable Not based on observ
All amounts in TEUR Quoted prices market data able market data 31 Dec. 2014
Corporate bond 78,488 0 0 78,488
Other financial liabilities 0 69,475 0 69,475
Total 78,488 69,475 0 147,963

The fair value of the other financial liabilities (level 2) was derived through discounting the gross cash flows over the contracted term at a risk-adjusted interest rate.

11 Liabilities from post-employment benefits to employees.

All amounts in TEUR 31 Dec. 2015 31 March 2015 31 Dec. 2014 31 March 2014
Termination benefits 9,490 9,690 8,578 8,790
Retirement benefits 15,201 15,520 13,197 13,363
Total 24,690 25,210 21,776 22,153

Termination benefits

Termination benefits include legal and contractual entitlements to one-off payments to employees of the group which result from events such as dismissal by the employer, amicable termination of the employment, retirement or death of the employee. For termination benefits the group bears the risk of inflation due to compensation increases. The obligations from termination benefits mainly result from the Austrian entities of the group.

Retirement benefits

Liabilities for retirement benefits recognized at the balance sheet date relate to retirees only. All pension agreements are based on the final salary, are granted as fixed monthly pension payments and are not covered by external plan assets (funds). In addition, contributions are paid to an external pension fund for employees of the group. For retirement benefits the group bears the risk of longevity and inflation due to pension increases.

12 Provisions.

All amounts in TEUR 31 Dec. 2015 31 March 2015 31 Dec. 2014 31 March 2014
Non-current provisions 1,369 1,661 1,823 1,303
Current provisions 8,890 9,225 8,698 28,378
Total 10,259 10,886 10,521 29,680
Addition re
sulting from Currency
2015/16 Q1-Q3 company translation
All amounts in TEUR 31 March 2015 acquisition Addition Utilization Disposal differences 31 Dec. 2015
Obligations from anniversary bonuses 1,189 0 20 0 -63 0 1,146
Other 472 0 105 -5 -245 -103 223
Non-current provisions, total 1,661 0 124 -5 -308 -103 1,369
Warranties 1,611 711 5 -1 -162 -42 2,123
Losses from pending transactions and rework 1 0 0 0 0 0 1
Legal fees, costs of litigation and contract risks 402 0 2,964 -30 -79 33 3,290
Costs of dismantling, removing and
restoring assets 0 183 0 0 -15 -5 163
Other 7,211 0 732 -3,243 -1,270 -121 3,308
Current provisions, total 9,225 894 3,701 -3,274 -1,526 -135 8,890
Total 10,886 894 3,825 -3,279 -1,834 -239 10,259
Addition re
sulting from Currency
2014/15 Q1-Q3 company translation
All amounts in TEUR 31 March 2014 acquisition Addition Utilization Disposal differences 31 Dec. 2014
Obligations from anniversary bonuses 1,120 0 17 0 -22 0 1,115
Other 183 0 497 0 0 28 708
Non-current provisions, total 1,303 0 515 0 -22 28 1,823
Warranties 1,637 0 29 -17 -18 -18 1,614
Losses from pending transactions and rework 16,201 0 0 0 -16,124 -74 3
Legal fees, costs of litigation and contract risks 4,071 0 0 -2,621 -167 -38 1,244
Other 6,468 0 2,555 -3,215 -22 50 5,837
Current provisions, total 28,378 0 2,584 -5,853 -16,331 -80 8,698
Total 29,680 0 3,099 -5,853 -16,353 -52 10,521

Due to a change in circumstances as of 30 September 2014 a provision for losses from pending transactions and rework in the amount of TEUR 16,124 had to be reversed in the second quarter of fiscal year 2014/15.

13 Income taxes.

Income taxes relate to current taxes and to deferred tax assets and deferred tax liabilities. Applying the Austrian corporate tax rate of 25% to the Group's pre-tax result gives rise to the theoretical value for the tax expense/ income. The effective tax expense/income differs from the above due to, among others, different tax regimes in the various countries, the treatment of tax losses, tax allowances and permanent differences.

The disproportionate high tax rate in the third quarter of the fiscal year 2014/15 is due to the non-tax effective impairments (goodwill impairment and impairment Q-Free ASA).

14 Other comprehensive income.

2015/16 Q1-Q3 Tax expense/
All amounts in TEUR Before taxes income After taxes
Fair value gains/losses on available-for-sale financial assets:
Unrealized gains/losses in the current period -5,567 34 -5,533
Gains/losses recognized in the result for the period -2,081 829 -1,251
Currency translation differences 640 640
Currency translation differences from net investments
in foreign business -469 117 -352
Fair value changes recognized in equity -7,478 981 -6,497

The unrealized gains/losses on available-for-sale financial assets recognized in the third quarter of the fiscal year 2015/16 amounting to TEUR -5.432 relate to fair value changes on the investment in Q-Free ASA, Norway. Due to the ongoing unfavorable development of the share price in the first three quarters of fiscal year 2015/16 these net losses, together with net gains that have been recognized through other comprehensive income in equity in the amount of TEUR 4,194 up to 31 March 2015, were recognized as impairment in the result for the period (TEUR -1,238; reclassification from other comprehensive income to the result of the period).

In the third quarter of the fiscal year 2015/16, gains/losses recognized in the profit for the period from availablefor-sale financial assets also include the sale of a mutual fund (ESPA Cash Asset-Backed). Net gains that have been recognized through other comprehensive income in equity up to 31 March 2015 amounting to TEUR 3,318 have been reclassified.

2014/15 Q1-Q3 Tax expense/
All amounts in TEUR Before taxes income After taxes
Fair value gains/losses on available-for-sale financial assets:
Unrealized gains/losses in the current period -2,224 -114 -2,337
Gains/losses recognized in the result for the period 12,185 0 12,185
Currency translation differences -7,228 -7,228
Currency translation differences from net investments
in foreign business 4,321 -1,080 3,241
Fair value changes recognized in equity 7,054 -1,194 5,860

The unrealized gains/losses on available-for-sale financial assets recognized in the third quarter of the fiscal year 2014/15 amounting to TEUR -2.679 relate to fair value changes on the investment in Q-Free ASA, Trondheim, Norway. In the first half of fiscal year 2014/15 these net losses, together with net losses that have been recognized through other comprehensive income in equity in the amount of TEUR 9,506 up to 31 March 2014, were recognized as impairment in the result for the period (TEUR 12,185; reclassification from other comprehensive income to the result of the period).

15 Business combinations.

On 14 April 2015 the group acquired a controlling interest in Streetline, Inc., California. Streetline is a leading smart parking company that offers intelligent data and modern analytics to solve parking space problems for end users.

All amounts in TEUR
Consideration paid 189
Less fair value of net assets acquired (provisionally determined) -189
Goodwill 0

Assets and liabilities resulting from the acquisition are shown as follows (provisionally determined):

All amounts in TEUR Fair value
Property, plant and equipment 1,251
Intangible assets 46
Receivables and other assets 580
Cash and cash equivalents 2,732
Provisions -894
Liabilities, other liabilities and deferred income -3,504
Net assets acquired 210
thereof controlling interest (90%) 189
thereof non-controlling interest (10%) 21

The acquired company contributed revenue of TEUR 1,911 and a net loss of TEUR -2,882 to the group's result for the period from 14 April 2015 to 31 December 2015. If the acquisition had occurred on 1 April 2015, there would not have been a significant change in revenue or profit of the group.

16 Contingent liabilities and other commitments.

The Kapsch TrafficCom Group's contingent liabilities primarily result from large-scale projects. Other commitments mainly relate to contract and warranty bonds, bank guarantees, performance and bid bonds as well as sureties.

Details of contingent liabilities and other commitments are as follows:

All amounts in TEUR 31 Dec. 2015 31 March 2015
Contract, warranty, performance and bid bonds
North America (toll collection systems and traffic management) 107,123 79,441
South Africa (toll collection system) 68,204 87,578
Australia (toll collection systems) 26,633 20,593
Austria (toll collection system) 8,500 8,500
Poland (toll collection system) 6,933 7,236
Slovenia (tender) 5,000 0
Czech Republic (toll collection system) 4,641 4,126
Chile (toll collection systems) 2,210 900
Other 913 915
230,156 209,288
Bank guarantees 1,698 1,664
Sureties 22 61
Total 231,876 211,014

17 Related parties.

The following tables provide an overview of revenues and expenses in the respective fiscal years as well as receivables from and payables due to related parties at the respective balance sheet dates:

All amounts in TEUR 2015/16 Q1-Q3 2014/15 Q1-Q3
Affiliated companies outside the Kapsch TrafficCom Group
Revenues 8,137 12,502
Expenses 21,236 19,539
Other related parties
Revenues 111 113
Expenses 79 111
All amounts in TEUR 31 Dec. 2015 31 Dec. 2014
Affiliated companies outside the Kapsch TrafficCom Group
Trade receivables and other current assets 1,889 2,800
Trade payables and other liabilities 7,814 10,679
Liabilities from share purchase 2,067 0
Other related parties
Trade receivables and other current assets 127 127
Trade payables and other liabilities 13,168 11,785

The members of the executive and supervisory boards have management functions or are members in supervisory boards of other companies of the Kapsch Group.

18 Events occurring after 31 December 2015.

On 14 December 2015, Kapsch TrafficCom AG announced that an agreement was reached with Schneider Electric S.E. concerning an acquisition of its global transportation business. Schneider's transportation business, previously active under the brand Telvent Tráfico y Transporte, is a provider of integrated advanced traffic management software (ATMS) solutions for applications in cities, on highways and in tunnels as well as toll and transit solutions. The acquisition will enable Kapsch TrafficCom to offer existing and future customers an integrated portfolio of intelligent transportation solutions from the highway into the city.

The acquisition is taking place based on a purchase price of EUR 35 million, free of cash and liabilities and subject to the existence of agreed conditions, which are currently being evaluated. The conclusion of the transaction is expected in the coming weeks.

Vienna, 24 February 2016

The Executive Board

Georg Kapsch Chief Executive Officer

André Laux Executive board member

Alexander Lewald Executive board member

Disclaimer. Certain statements contained in this report constitute "forward-looking statements." These statements, which contain the words "believe", "intend", "expect" and words of similar meaning, reflect management's beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. As a result, readers are cautioned not to place undue reliance on such forward-looking statements. The company disclaims any obligation to publicly announce the result of any revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law. Slight differences in calculations may arise due to the rounding of individual items and percentages. The English translation is for convenience; only the German text is binding.

Kapsch TrafficCom is a provider of intelligent transportation systems (ITS) in the segments of toll collection, city access control and parking space management, traffic management, traffic monitoring, utility vehicle monitoring, electronic vehicle registration and V2X cooperative systems. The end-to-end solutions of Kapsch TrafficCom cover the entire value creation chain of its customers, from components and design to the installation and operation of systems, all from a single source. The core business comprises the development, installation and operation of electronic toll collection and traffic management systems. Reference projects in 44 countries on all continents have made Kapsch TrafficCom a globally recognized ITS provider. As part of the Kapsch Group, an Austrian family-owned technology group founded in 1892, Kapsch TrafficCom is headquartered in Vienna, Austria, and has subsidiaries and representational offices in 33 countries. It has also been listed since 2007 on the Vienna Stock Exchange (KTCG) and earned revenues of EUR 456 million in the 2014/15 fiscal year with over 3,500 employees.

Kapsch TrafficCom AG | Am Europlatz 2 | 1120 Vienna | Austria | www.kapschtraffic.com Investor Relations | Marcus Handl | Phone +43 50 811 1120 | Fax +43 50 811 99 1120 | E-Mail [email protected] Public Relations | Ingrid Lawicka | Phone +43 50 811 1705 | Fax +43 50 811 99 1705 | E-Mail [email protected]

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