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CANCOM SE Interim / Quarterly Report 2013

Nov 8, 2013

71_10-q_2013-11-08_f2b9ac67-f344-4a2c-892a-9afd8c34b5e1.pdf

Interim / Quarterly Report

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Key figures Group

Q3 AT A GLANCE

in € million 01/07-30/09/2013 01/07-30/09/2012 Changes
Revenue 142.3 138.7 +2.6%
Gross profit 44.7 40.7 +9.8%
EBITDA 8.0 6.8 +17.6%
EBITDA margin in % 5.6% 4.9% +0.7%
EBIT 5.8 5.1 +13.7%
Earnings per share (in €) from continuing operations 0.34 € 0.31 € +9.7%

NINE MONTHS

in € million 01/01-30/09/2013 01/01-30/09/2012 Changes
Revenue 417.5 406.8 +2.6%
Gross profit 134.2 123.1 +9.0%
EBITDA 22.8 20.2 +12.9%
EBITDA margin in % 5.5% 5.0% +0.5%
EBIT 16.1 15.2 +5.9%
After-tax profit from continuing operations 10.6 8.8 +20.5%
Earnings per share (in €) from continuing operations 0.93 € 0.85 € +9.4%
Average number of shares (in 1,000) 11,430 10,391 +10.0%
Employees as of 30 September 2,256 1,997 +13.0%
in € million 30/09/2013 31/12/2012 Changes
Balance sheet total 179.2 208.6 -14.1%
Equity 8.5 80.8 +8.3%
Equity ratio in % 48.8% 38.7% +10.1%
Revenue CANCOM Group
01/01-30/09/2012 and 01/01-30/09/2013 (in € million)
EBITDA CANCOM Group
01/01-30/09/2012 and 01/01-30/09/2013 (in € million)
406.8 2012 20.2
417.5 2013 22.8

EBIT CANCOM Group

01/01-30/09/2012 and 01/01-30/09/2013 (in € million)

2012 15.2
2013 16.1

Earnings per share from continuing operations

CANCOM Group 01/01-30/09/2012 and 01/01-30/09/2013 (in Euro)

2012 0.85
2013 0.93

Table of contents

2 Key figures
3 Table of contents
4 - 5 Perface
6 - 11 Consolidated interim management report Q3
1) Business and operating environment
06-07
2) The earnings, financial and assets position
of the CANCOM Group
07-09
3) Shareholdings of the Executive and
Supervisory Board
09
4) Events of particular significance after
the reoprting date
10
5) Risk report
10
6) Opportunities report
10
7) Forecast
10-11
8) Disclaimer for forward-looking statements
11
12 - 13 Consolidated balance sheet
14 Consolidated income statement
15 Statement of compehensive income
  • 16 Consolidated cash flow statement
  • 17 Consolidated statement of changes in equity
  • 18 19 Segment information
  • 20 25 Notes to the Consolidated accounts

Dear Shareholders,

The past few months have been eventful ones for CANCOM, and the results for the third quarter of 2013 build on our success in the first half of the year. What makes us stand is our widespread market presence, combined with our high-quality portfolio of services. Also, we have shifted the focus of our business further towards the provision of high-value services, which is evident from our consistently good results.

The high level of demand for private cloud implementation, and for our own solution, the CANCOM AHP Private Cloud, means that we have plenty of projects in the pipeline. The U.S. National Security Agency surveillance scandal and the subsequent widespread public discussion of data security have given us a significant advantage in this respect. We recently changed the group's vision to reflect the very positive business performance over the past few months and the good growth prospects in the CANCOM AHP Private Cloud solution business – i.e. high-margin business with steady, recurring revenues. We feel we are on course for our sales revenues to reach the € 1 billion mark in the medium term, with an EBITDA margin of 6 percent.

Our acquisition of on line Datensysteme GmbH, Berlin, Germany, which has a long-established reputation as a provider of IT services to the public sector, enables us to bolster our business with public-sector customers while also further consolidating our market position in northern Germany.

In order to consolidate our competitive position further and to extend our portfolio in the area of cloud computing, on 10 October we announced our intention to submit a takeover offer to the shareholders of PIRONET NDG AG. The Cologne-based company

operates successfully in the cloud computing segment, among other areas, and has therefore been ranked for many years as a cloud leader by Experton's market researchers. The proceeds of the capital increase against cash contributions announced at the same time as the takeover offer are intended to finance the takeover offer as well as to strengthen CANCOM's equity base for further organic and inorganic growth.

Given CANCOM's positive business performance in first nine months of the year, as well as in the fourth quarter so far, we are generally very optimistic that we can set new records over the year 2013 as a whole for sales revenues and profits.

As you can see, at CANCOM we work hard every day to ensure the group's success for our customers, our employees, and our shareholders. Thank you for your confidence in us.

Kind regards,

Klaus Weinmann Chief Executive Officer

"Cloud computing will drive our growth in the next few years, providing an opportunity for further rapid growth in recurring sales revenues with high profit margins."

Consolidated interim management report

1. Business and operating environment

The CANCOM group is one of the leading providers of IT infrastructure and IT services in Germany and Austria.

Legal structure of the CANCOM group

CANCOM SE, based in Munich, Germany, performs the central financial and management role for the equity investments held by the CANCOM group.

Focus of activities and sales markets

The CANCOM group is one of the three largest independent integrated IT systems providers in Germany. It offers IT architecture, systems integration and managed services. As a provider of integrated services, CANCOM mainly focuses on IT services, in addition to distributing hardware and software in its transaction-based and product-related business. Its comprehensive range of IT services includes design of IT architectures and IT landscapes, IT strategy advice and consulting, design and integration of IT systems, and system operation.

The CANCOM group's customer base therefore primarily includes commercial end-users, from independent professionals to medium and large-sized companies, as well as public-sector institutions.

Explanation of the control system used within the group

To control and monitor the performance of the individual subsidiaries, CANCOM analyses their monthly figures for, among other things, sales revenues, gross profit, operating expenditure and operating profit, and compares these key figures with the original plan as well as the quarterly forecast. For the purpose of management control, the company also regularly uses external indicators such as inflation rates, interest rates, the general economic trend and the performance of the IT sector, including forecasts. Cash management procedures include daily status assessments.

Research and development activities

Innovation is very important for economic momentum and growth. However, as it is purely a service and trading enterprise, CANCOM does not conduct any research. Its development work focuses, for example, on software solutions and applications in IT growth segments such as cloud computing, virtualization, mobile solutions, IT security and managed services. Development activities are very limited in scope and are mainly used for the group's own purposes.

The performance of the IT sector and the economy as a whole

The German economy made a confident start to the fall season. The Ifo Business Climate Index for Germany rose in September for the fifth consecutive month. Although companies found themselves in a slightly less comfortable situation than in August, they were more optimistic again in their expectations regarding the business trend. The German economy as a whole grew by only 0.2 percent in the third quarter, according to the economic barometer of the German Institute of Economic Research (DIW Berlin), so the economic recovery is continuing at a reduced rate.

The IT sector also remains confident. After a positive first half year for the majority of IT companies, the German high-tech industry expects business to continue good in the second half of the year. According to Experton Group analysts, the IT market should perform better than the economy as a whole in the current year.

Overview of CANCOM group's business performance

The first nine months of 2013 saw a continuation of the consistent growth in CANCOM SE's profits, along with an increase in sales revenues.

Consolidated sales revenues were up from € 406.8 million in the first nine months of 2012 to € 417.5 million in 2013, representing growth of 2.6 percent. Consolidated earnings before interest, tax, depreciation and amortization (EBITDA) for the first nine months of the current financial year were € 22.8 million, up around 12.9 percent from € 20.2 million in 2012. As a result, the EBITDA margin was 5.5 percent, compared with 5.0 percent in the same period of 2012, demonstrating the increase in the group's profitability. EBITDA in the third quarter was 8.0 percent, compared with 6.8 percent in the same period of 2012, resulting in an improvement in the EBITDA margin from 4.9 percent in the third quarter of 2012 to 5.6 percent in the third quarter of 2013. Consolidated EBIT in the first nine months was € 16.1 million, compared with € 15.2 million in 2012, an increase of 5.9 percent. The after-tax income from

continuing operations for the first nine months of 2013 was € 10.6 million, compared with € 8.8 million in 2012, resulting in earnings per share from continuing operations of € 0.93, compared with € 0.85 in the same period of 2012.

Significant events and investments during the reporting period

CANCOM SE has purchased all the shares of on line Datensysteme GmbH, based in Berlin, Germany. The acquisition is documented in a notarized agreement dated September 30, 2013, with effect as of 01 Ocotober 2013. on line Datensysteme GmbH is a solutions-based integrated systems provider primarily operating in Germany. It generated sales revenues of € 39.5 million in 2012 and currently has 87 employees. The purchase price is to be paid by issuing 750,000 new CANCOM shares in a capital increase against contributions in kind. CANCOM's aim in acquiring the company is to create synergies and also to consolidate its own market position in northern Germany. In addition, the acquisition provides an opportunity for the CANCOM group to strengthen its business with public-sector customers, as on line Datensysteme GmbH has many years of experience as a provider of integrated IT systems to the public sector.

Employees

As at September 30, 2013, the CANCOM group employed 2,256 people.

The employees worked in the following areas
(as at 30 September)
Professional services 1,550
Sales and distribution 385
Central services 321

The personnel expenses for the first nine months were as follows (in € '000):

01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
Wages and salaries 77,520 71,502
Social security contributions 13,432 12,411
Pension provisions 174 205
Total 91,126 84,118

2. Earnings, financial and assets position of the CANCOM group

a) Earnings position

There was a year-on-year increase in the CANCOM group's sales revenues and profits in the first nine months of 2013.

Consolidated sales revenues were up 2.6 percent to € 417.5 million, compared with € 406.8 million in the first nine months of 2012. The main reason for the increase is our continued high use of resources in the consulting business, as well as a good performance across the board of our trading business.

In Germany, sales revenues were up 3.9 percent, from € 384.0 million to € 399.1 million.

In international business, the group's sales revenues were down 19.3 percent, from € 22.8 million to € 18.4 million. The reason for the decline was the weak trading business of the group's Austrian subsidiary. This was caused in part by the postponement of calls for tenders for large-scale projects in the public sector, but also by one of the company's most important customers postponing an investment project until 2014.

In the e-commerce segment, sales revenues were down 17.2 percent, from € 114.0 million in 2012 to € 94.4 million in 2013. In the IT solutions segment, sales revenues were up 10.3 percent from € 292.8 million to € 323.0 million. Parts of the e-commerce segment have been transferred to the IT solutions segment since the same period of 2012.

The CANCOM group's consolidated gross profit was up 9.0 percent to € 134.2 million in the first nine months of 2013, in comparison with € 123.1 million in the same period of 2012. This was a result of the successful expansion of the high-margin services business. The gross profit margin was up from 30.3 percent to 32.1 percent.

CANCOM group gross profit
Year-on-year comparison of figures for the first nine
months (in € million)
2012 123.1
2013 134.2

Consolidated earnings before interest, tax, depreciation and amortization (EBITDA) for the first nine months of 2013 were up 12.9 percent year on year, from € 20.2 million to € 22.8 million. As a result, the EBITDA margin rose to 5.5 percent, in comparison with 5.0 percent in 2012.

CANCOM group EBITDA
Year-on-year comparison of figures for the first nine
months (in € million)
2012 20.2
2013 22.8

Consolidated earnings before interest and tax (EBIT) were up 5.9 percent to € 16.1 million, compared with € 15.2 million in 2012.

CANCOM group EBIT
Year-on-year comparison of figures for the first nine
months (in € million)
2012 15.2
2013 16.1

The after-tax income from continuing operations for the period was up 20.5 percent, from € 8.8 million to € 10.6 million. Therefore, earnings per share from continuing operations were € 0.93 in the first nine months of 2013, compared with € 0.85 in the same period of 2012.

CANCOM group earnings per share
Year-on-year comparison of figures for the first nine
months (in € million)
2012 0.85
2013 0.93

The order position

In the e-commerce business segment and parts of the IT solutions business segment, the majority of incoming orders are converted to sales within two weeks because of our large delivery capacity. Consequently, the reporting date figures on their own do not give a true picture of our order situation in this area of business, and for this reason they are not published.

In the IT solutions business segment, orders are often placed over long periods. For this reason, the reporting date figures do not give a good indication of the order situation in this segment either. At the time this management report was written, the high level of demand for the CANCOM AHP Private Cloud looked set to continue through the fourth quarter of 2013. Orders in the cloud environment often involve longer-term projects and entail higher initial costs and opportunity costs, but they lead to sustained, stable sales revenues and profits.

Thanks to the steady services business – which accounts for around two thirds of the consolidated gross profit (total output less materials costs and services rendered) – as well as the healthy balance sheet, the management feels the group is in a strong position within the IT sector.

Explanations of individual items on the statement of income

Further details on items in the statement of income are given in the notes to the consolidated statement of income.

b) Financial and assets position

Objectives of financial management

The core objective of the financial management of the CANCOM group is to safeguard its liquidity at all times in such a way that day-to-day business activities can be continued. In addition, the group aims to achieve optimum profitability as well as a high credit status to ensure favorable refinancing rates.

Notes on the capital structure

On the assets side of the consolidated balance sheet, there was a decrease in current assets from € 146.8 million to € 114.1 million between December 31, 2012 and September 30, 2013. Cash and cash equivalents were down from € 44.6 million to € 11.0 million, partly owing to seasonal variations, but mainly because of advance payments to suppliers, as well as upfront investments in cloud projects in which, depending on the delivery model, some customers order their entire IT requirements as a cloud service. Trade accounts receivable were down from € 88.3 million to € 85.8 million, but inventories were up from € 8.7 million to € 10.1 million.

Non-current assets rose to € 65.1 million as at September 30, 2013, compared with € 61.9 million as at December 31, 2012.

On the liabilities side of the balance sheet, there was a significant reduction in current liabilities from € 106.6 million to € 70.9 million. This is mainly the result of a reduction in trade accounts payable from € 76.9 million to € 48.8 million.

Non-current liabilities – consisting of liabilities with a residual term of at least one year – were down slightly at € 20.8 million compared with € 21.2 million as at December 31, 2012.

The total assets are down from € 208.6 million as at December 31, 2012, to € 179.2 million as at September 30, 2013.

The nominal equity capital has been increased from € 80.8 million to € 87.5 million since the start of the year, mainly through transfers to net profits. Overall, this resulted in an equity ratio of 48.8 percent at September 30, 2013, compared with 38.7 percent as at December 31, 2012.

Further details of the individual balance sheet items can be found in the notes to the consolidated balance sheet.

Notes to the statement of cash flows

The cash flow from ordinary activities is typically negative during the year, and there was a negative cash flow of € 21.1 million as at September 30, 2013, compared with a negative cash flow of € 6.5 million in the same period of 2012. The change in comparison with the previous year is mainly caused by advance payments to suppliers, in addition to the increasing shift of the business towards cloud solutions.

There was a negative cash flow from investing activities of € 8.8 million, compared with a negative cash flow of € 6.4 million in 2012.

The negative cash flow from financing activities was € 3.7 million, compared with a negative cash flow of € 11.6 million in 2012.

Overall, this resulted in cash and cash equivalents of € 11.0 million, compared with € 19.8 million in 2012.

3. Shares held by members of the Executive and Supervisory Boards as at September 30, 2013

Total number of shares 11,429,826 100%
Executive Board
Klaus Weinmann 177,270 1.6 %
Supervisory Board
Stefan Kober 261,289 2.3 %

4. Events of particular significance after the end of the reporting period

On October 10, 2013, the Executive Board and Supervisory Board of CANCOM SE passed a resolution to make a voluntary public takeover offer to all shareholders of PIRONET NDH AG (ISIN DE0006916406) at € 4.50 per share in cash. The takeover offer is subject to the approval of the antitrust authorities. Based in Cologne, Germany, PIRONET NDH AG is the parent company of a group of IT companies specializing in the cloud computing and content management business segments. The company provides IT resources and business applications as cloud services from its data centers in Germany. The portfolio of services offered by the group also includes planning, integration and operation of local private cloud and IT solutions at customer locations.

Also on October 10, the Executive and Supervisory Boards of CANCOM SE agreed to increase the company's share capital against cash contributions using the authorized capital, with shareholders being granted subscription rights. The proceeds of the capital increase are intended to finance the takeover offer, among other things.

CANCOM SE has increased its share capital against non-cash contributions. The purpose of the capital increase was to finance the acquisition of on line Datensysteme GmbH, Berlin, Germany, and it was recorded in the commercial register on October 28, 2013. Part of the Authorized Capital 2010-I was used to increase the share capital from € 11,429,826 to € 12,179,826 by issuing 750,000 new no-par-value bearer shares. There was no subscription right for existing shareholders. All of the shares were issued to former shareholders of on line Datensysteme GmbH. In return, the latter transferred all their shares in on line Datensysteme GmbH to CANCOM SE as a non-cash contribution.

5. Risks of future development

There have been no major changes in the risks of future development at CANCOM since the start of the current financial year. Details of the risks can be found in the annual report for 2012, starting on page 23. The annual report can be downloaded from www.cancom.com/corporate/company/investor-relations or obtained free of charge from the company.

6. Opportunities for future development

There have been no major changes in the opportunities for future development at CANCOM since the start of the current financial year. Details of the opportunities can be found in the annual report for 2012, starting on page 23. The annual report can be downloaded from http://www.cancom.com/corporate/company/ investor-relations/reports.html or obtained free of charge from the company.

7. Forecast

According to the leading research institutes, the German economy should grow by 0.4 percent in 2013. For next year, experts have adjusted their expectations slightly downward, and are now expecting growth of 1.8 percent in 2014.

Forecast: Deutsche Bank Economic Research, October 16, 2013

According to the latest market figures from the German Association for Information Technology, Telecommunications and New Media (BITKOM), the turnover in IT products and services should grow by 2.8 percent to € 74.7 billion this year – considerably more strongly than the rest of the economy.

Trading in software is likely to grow by 4.9 percent to € 18.1 billion. Turnover in IT services such as outsourcing and maintenance is expected to rise by 2.4 percent to € 35.7 billion. Experts anticipate a weaker performance from the IT hardware market, which is expected to shrink by 1.1 percent to € 21 billion this year.

Forecast: BITKOM, October 2013

For 2014, BITKOM continues to forecast growth of 1.6 percent in the German IT market.

CANCOM was early in gearing its business policy to future IT growth areas, and designed its sales and services structure around them. The expansion of the e-commerce business and the e-supply chain enables further reductions to be made in process and transaction costs both for customers and for the CANCOM group, which should result in greater profitability for the group's trading business.

CANCOM has also further expanded its market presence and improved its customer proximity in the German-speaking countries. It is now represented all over Germany and Austria by its many service and consulting locations. CANCOM plans to continue consolidating its market position in the IT environment in the German-language areas through targeted acquisitions. The market environment continues to offer good conditions for this strategy.

CANCOM aims to continue growing at a faster rate than the IT market, on the basis of its proven expertise and outstanding market position in the IT growth areas described. Further acquisitions are also planned to contribute to the steady expansion of the group's market share.

Owing to the investments in the e-commerce segment and the group's good positioning in the growth market of cloud computing, the Executive Board expects medium-term increases in the sales revenues and profits if the demand for IT products and services remains steady or rises.

Against the background of the group's positive performance in 2012, the Executive Board currently expects that, provided economic conditions continue to be favorable, the sales revenues and profits of the group as a whole will be good in 2013 and its financial situation will continue to be positive.

8. Disclaimer for forward-looking statements

This document has not been audited. It contains forward-looking statements and information based on the assumptions and estimates of the Executive Board of CANCOM SE. These statements are identifiable by words and phrases such as 'plan', 'intend', 'aim', 'wish', 'could', 'should', 'will', 'expect', 'anticipate', 'assume', 'assess', 'believe', or similar, and are based on current expectations, assumptions and assessments. Although we feel that these statements and comments are based on realistic expectations, we cannot guarantee their correctness, especially in our forecast. The assumptions may be subject to several internal and external risks and uncertainties, which may lead to the actual results deviating considerably, either positively or negatively, from the situations and figures forecast. The following influencing factors are, among others, relevant in this respect: changes in the general economic and business situation; changes in interest rates and foreign currency exchange rates; changes in the competitive position and situation, for instance by the emergence of new competitors, new products and services or new technologies; changes in the consumer habits of target customer groups etc.; and changes to the business strategy.

CANCOM does not plan to update its forecasts beyond the legal requirements, nor does it make any commitment to do so.

Munich, Germany, November 2013

CANCOM SE

The Executive Board

Consolidated balance sheet (IFRS)

ASSETS

(in € 000) Notes 30/09/2013 31/12/2012 30/09/2012
Current assets
Cash 11,023 44,638 19,816
Trade accounts receivable 85,834 88,285 78,470
Other current financial assets B.1. 3,801 3,277 2,655
Inventories 10,134 8,744 9,516
Orders in process 946 666 2,353
Prepaid expenses and other current assets B.2. 2,342 1,140 1,237
Total current assets 114,080 146,750 114,047
Long-term assets
Property, plant and equipment 19,358 17,552 15,829
Intangible assets 15,048 16,889 16,705
Goodwill 24,599 24,336 23,901
Investments 2,213 71 70
Notes receivable/loans 56 56 52
Other financial assets 1,876 1,683 1,376
Deferred taxes arising from temporary differences B.3. 1,173 971 768
Deferred taxes arising from tax loss carryover B.3. 393 158 103
Other assets 380 182 28
Total long-term assets 65,096 61,898 58,832
Total assets 179,176 208,648 172,879

EQUITY AND LIABILITIES

(in € 000) Notes 30/09/2013 31/12/2012 30/09/2012
Current liabilities
Short-term debt and current portion of long-term debt 2,858 900 1,023
Profit-participation capital and subordinated loans short-term portion 0 412 3,413
Trade accounts payable 48,758 76,933 57,962
Advance payments received 517 3,649 1,303
Other current financial liabilities B.4. 1,626 2,063 1,418
Accrued expenses B.5. 1,658 1,726 1,559
Prepaid expenses and deferred charges 1,049 866 1,152
Income tax payable 1,767 3,352 4,106
Other current liabilities B.6. 12,666 16,746 13,649
Total current liabilities 70,899 106,647 85,585
Long-term liabilities
Long-term debt, less current portion 4,569 5,120 5,301
Profit-participation capital and subordinated loans 5,838 5,592 6,526
Prepaid expenses and deferred charges 3,842 4,188 3,963
Deferred taxes arising from temporary differences B.7. 2,692 2,831 2,586
Pension provisions 123 123 87
Other long-term financial liabilities B.8. 1,691 1,333 1,152
Other long-term liabilites B.5. 2,000 2,040 1,540
Total long-term liabilities 20,755 21,227 21,155
Equity
Share capital 11,430 11,430 10,391
Additional paid-in capital 26,086 26,086 15,904
Net profit (incl. retained earnings) 49,730 43,087 39,750
Currency translation difference and exchange rate difference 71 -10 -11
Minority interest 205 181 105
Total equity 87,522 80,774 66,139
Total equity and liabilities 179,176 208,648 172,879

CONSOLIDATED INCOME STATEMENT

Q3 9 month
(in € 000) 01/07/2013 -
30/09/2013
01/07/2012 -
30/09/2012
01/01/2013 -
30/09/2013
01/01/2012 -
30/09/2012
Revenues 142,328 138,745 417,457 406,797
Other operating income 249 102 651 432
Other capitalised services rendererd for own account 51 499 404 1,585
Total operating income 142,628 139,346 418,512 408,814
Cost of purchased materials and services -97,976 -98,619 -284,310 -285,726
Gross profit 44,652 40,727 134,202 123,088
Personnel expenses -29,688 -27,622 -91,126 -84,118
Depreciation on property, plant and equipment and
amortisation of intangible assets
-2,249 -1,761 -6,755 -4,985
Other operating expenses -6,919 -6,271 -20,269 -18,745
Operating income 5,796 5,073 16,052 15,240
Interest and similar income 39 82 205 291
Interest and other expenses -278 -473 -860 -1,640
Foreign currency exchange gains -5 -2 -1 -1
Profit before taxes (and minority interest) 5,552 4,680 15,396 13,890
Income tax expense -1,724 -1,496 -4,689 -5,065
After-tax profit/loss from continuing operations 3,828 3,184 10,707 8,825
Profit/loss from discontinued operations 0 0 0 -676
Net income for the period 3,828 3,184 10,707 8,149
thereof attributable to the shareholders of the parent 3,850 3,203 10,643 8,132
thereof attributable to minority interests -22 -19 64 17
Average number of shares outstanding (basic) 11,429,826 10,390,751 11,429,826 10,390,751
Average number of shares outstanding (diluted) 11,429,826 10,390,751 11,429,826 10,390,751
Earnings per share from continuing operations (non-diluted) 0.34 0.31 0.93 0.85
Earnings per share from continuing operations (diluted) 0.34 0.31 0.93 0.85
Earnings per share from discontinued operations (non-diluted) 0.00 0.00 0.00 -0.07
Earnings per share from discontinued operations (diluted) 0.00 0.00 0.00 -0.07

STATEMENT OF COMPEHENSIVE INCOME

Q3 9 month
(in € 000) 01/07/2013 -
30/09/2013
01/07/2012 -
30/09/2012
01/01/2013 -
30/09/2013
01/01/2012 -
30/09/2012
Net income for the period 3,828 3,184 10,707 8,149
Other income
Currency translation difference -18 0 -19 -3
Exchange rate difference 135 0 135 0
Income taxes -41 0 -35 0
Other after-tax income for the period 76 0 81 -3
Comprehensive income for the period 3,904 3,184 10,788 8,146
thereof attributable to the shareholder of the parent 3,926 3,203 10,724 8,129
thereof attributable to the minority interests -22 -19 64 17

CONSOLIDATED CASH FLOW STATEMENT

(in € 000) 01/01/2013 -
30/09/2013
01/01/2012 -
30/09/2012
Cash flow from ordinary activities
Profit for the year before tax and minority interest 15,396 13,890
Adjustments
+/- Depreciation on property, pland and equipment and amortisation of intangible assets 6,755 4,985
+/- Changes in long-term provisions -40 -1,380
+/- Changes in short-term provisions -99 4
+/- Gains/losses on the sale of intangible assets, property, plant and equipment and financial assets 46 -482
+
Interest expenditure
655 1,349
+/- Changes in inventories -1,375 5,476
+/- Changes in trade accounts receivable and other accounts receivable 280 -7,594
+/- Changes in trade accounts payable and other accounts payable -35,954 -15,217
+/- Interest payments and rebates -77 -288
+/- Income tax payments and rebates -6,745 -7,497
+/- Cash inflow/outflow from discontinued operations 0 277
Net cash from operating activities -21,158 -6,477
Cash flow from investing activities
+/- Acquisition of subsidiaries and equity instruments of other entities -2,964 -288
+/- Cash acquired 466 0
-
Payments for additions to intangible assets and property, pland and equipment
-6,563 -8,639
+
Income from disposal of intangible assets, property, plant and equipment and financial assets
64 613
-
Cash transferred on the sale of financial assets
0 -420
+
Interest received
205 291
+/- Cash inflow / outflow from discontinued operations 0 2,000
Net cash used in investing activities -8,792 -6,443
Cash flow from financing activities
-
Repayment of long-term financial liabilities (incl. short-term portions)
-1,220 -7,751
+/- Changes in short-term liabilitiesn 2,125 307
-
Interest paid
-447 -976
-
Dividends paid
-4,040 -3,258
+/- Cash inflow / outflow finance lease -70 48
Net cash used in financing activities -3,652 -11,630
Net change in cash and cash equivalentse -33,602 -24,550
+/- Changes in value resulting from foreign currency exchange -13 1
+/- Cash as at beginning of period 44,638 44,365
Cash and cash equivalents as at end of period 11,023 19,816
Breakdown:

Cash 11,023 19,816

11,023 19,816

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IFRS)

Shares Share capital Additional paid-in capital Additional paid-in capital Foreign currency translation reserve Exchange rate difference reserve Revaluation reserve Net profit / loss Total investors parent company Minority interest Total equity cash
31. December 2011 units'000
10,391
in €'000
10,391
in €'000
15,904
in €'000
17,088
in €'000
-291
in €'000
0
in €'000
-153
in €'000
17,800
in €'000
60,739
in €'000
173
in €'000
60,912
Capital increase * 1,039 1,039 10,391 11,430 11,430
Changes in reserves:
Costs of capital increase
-209 -209 -209
Transfer net profit /
retained earnings
8,118 -8,118 0 0
Payout in financial year -3,117 -3,117 -141 -3,258
Comprehensive income
for the period
280 1 11,469 11,750 115 11,865
Changes in the scope of
consolidation
0 34 34
31. December 2012 11,430 11,430 26,086 25,206 -11 1 -153 18,034 80,593 181 80,774
Transfer net profit /
retained earnings
3,391 -3,391
Payout in financial year -4,.000 -4,000 -40 -4,000
Comprehensive income
for the period
-13 94 10,643 10,724 64 10,788
30. September 2013 11,430 11,430 26,086 28,597 -24 95 -153 21,286 87,317 205 87,522

* Issuing amount per share € 11

Segment information – IFRS

Segment information e-commerce IT Solutions
30/09/13
€'000
30/09/12
€'000
30/09/13
€'000
30/09/12
€'000
Sales revenues
- External sales 94,415 113,962 323,042 292,835
- Intersegment sales 2,961 4,890 3,544 3,287
- Total sales revenues 97,376 118,852 326,586 296,122
- Cost of purchased materials and services -76,467 -98,318 -213,571 -194,226
- Personnel expenses -11,492 -12,263 -76,155 -68,657
- Other operative income and expenses -1,870 -1,383 -16,592 -15,208
EBITDA 7,547 6,888 20,268 18,031
- calculated depreciation and amortisation -1,468 -1,073 -5,151 -3,781
Operating income (EBIT) 6,079 5,815 15,117 14,250
- Interest income 37 143 137 49
- Interest expenditure -457 -448 -578 -537
- Income from investments
Result from ordinary activities 5,659 5,510 14,676 13,762
- Foreign currency exchange gains / losses
Pre-tax profit 5,659 5,510 14,676 13,762
- Income taxes
- discontinued operations 0 -676 0 0
Consolidated income for the year
thereof attributable to the shareholders of the parent
thereof attributable to minority interests
Other information
- Assets 1 51,678 60,023 116,103 103,851
- Investments 1 1,384 2,395 5,646 6,592

1) Segment assets and investments including goodwill from consolidation of capital

2) Tax assets

  • Investments 1 1,384 2,395 5,646 6,592 7,030 8,987 2,229 112 9,259 9,099
Totals Other companies Reconciliation Consolidated
30/09/12
€'000
30/09/13
€'000
30/06/12
€'000
30/09/13
€'000
30/09/12
€'000
30/09/13
€'000
30/09/12
€'000
0 406,797 0
0 8,177 0 -6,505 -8,177
0 414,974 0 -6,505 -8,177 417,457 406,797
0 -292,544 0 5,728 6,818 -284,310 -285,726
-3,479 -80,920 -3,198 0 0 -91,126 -84,118
-1,529 -16,591 -1,496 777 1,359 -19,214 -16,728
-5,008 24,919 -4,694 0 0 22,807 20,225
-136 -4,854 -131 0 0 -6,755 -4,985
-5,144 20,065 -4,825 0 0 16,052 15,240
588
-382
192
-985
514
-1,070
-557
557
-415
415
205
-860
291
-1,640
0 0 0
-4,938 19,272 -5,381 0 0 15,397 13,891
0 0 -1 1 -1
-4,938 19,272 -5,381 -1 1 15,396 13,890
-4,689 -5,065 -4,689 -5,065
0 -676 0 0 0 0 -676
10,707 8,149
10,643 8,132
64
Reconciliation 2
9,621 163,874 7,901 1,774 1,104 179,176 172,879

A. The principles adopted for the consolidated financial statements

1. General information

The consolidated interim financial statements of CANCOM SE and its subsidiaries ('the CANCOM group' or 'the group') for the financial year 2013 were drawn up according to the International Financial Reporting Standards or the International Accounting Standards (IFRS/IAS).

The consolidated interim financial statements were drawn up in euro. All amounts are shown in thousand euro (€ thousand) unless otherwise stated. Rounding of figures may result in apparent inconsistencies between totals and sums of constituent parts. For the same reason, percentages may not total 100 percent.

This consolidated interim financial report is condensed and was drawn up in compliance with IAS 34 Interim Financial Reporting. It should be read in conjunction with the IFRS-compliant consolidated financial statements for the financial year 2012, which can be downloaded from www.cancom.de.

2. Reporting entity

The consolidated financial statements include CANCOM SE and all subsidiaries in which CANCOM SE has either a direct or an indirect majority shareholding, or in which it holds the majority of the voting rights. These subsidiaries are fully consolidated.

CANCOM SE has acquired 100 percent of the shares in GES Gesellschaft für elektronische Systeme mbH (trading as CANCOM GES Gesellschaft für elektronische Systeme mbH since April 10, 2013) for the nominal sum of € 102,258.38. The acquisition is documented in a share purchase and transfer agreement dated March 13, 2013. Previously based in Ingelfingen, Germany, the company has been domiciled in Künzelsau in Germany since April 10, 2013.

The purchase price was € 979,400. Incidental acquisition costs of € 11 thousand were incurred in the first half of 2013; these are shown in the statement of income under other operating expenses.

The company was included in the consolidated financial statements with effect from April 1, 2013.

The commercial object of the company is to engage in trading computers, systems and accessories for data processing technology, to develop and distribute software, and to provide services of all kinds, including consulting connected with all areas of data processing technology.

Change in the reporting entity in 2013:

Name and registered
office of company
Date from which
included in the
consolidated fi
nancial statements
Equity
investment
(in percent)
Voting rights
(in percent)
CANCOM GES
Gesellschaft für elektro
nische Systeme mbH,
Künzelsau, Germany
1 April 2013 100 100

CANCOM IT Solutions GmbH and CANCOM cloud solutions GmbH have been merged into CANCOM Deutschland GmbH (trading as CANCOM GmbH since April 23, 2013). The mergers are documented in merger contracts dated April 10, 2013, and were recorded in the commercial register of CANCOM GmbH on April 23, 2013.

CANCOM SE has established a new company named CANCOM, Inc., based in Palo Alto, California. This is documented in a contract dated May 21, 2013. The company's share capital is USD 500,000, and the company is wholly owned by CANCOM SE. The capital contribution was paid on June 26, 2013. The purpose of the corporation is to provide cloud and IT services as well as marketing services, in addition to trading in hardware and software products.

Change in the reporting entity in 2013:

Name and registered
office of company
Date from which
included in the
consolidated fi
nancial statements
Equity
investment
(in percent)
Voting rights
(in percent)
CANCOM, Inc.,
Palo Alto, USA
21 May 2013 100 100

CANCOM SE has established a new company called Verioplan GmbH, based in Munich, Germany. This is documented in a contract dated June 12, 2013. The company's share capital is € 25,000 and CANCOM SE holds all the company's shares. The capital contribution was paid on July 12, 2013. The commercial object of the company is to provide planning, consulting and engineering services for building and industrial technology, as well as energy efficiency and risk assessments in connection with data centers. The newly established company was registered in the commercial register on July 18, 2013.

Change in the reporting entity in 2013:

Name and registered
office of company
Date from which
included in the
consolidated fi
nancial statements
Equity
investment
(in percent)
Voting rights
(in percent)
Verioplan GmbH,
Munich,Germany
18 July 2013 100 100

CANCOM Unicorner GmbH has been merged into CANCOM GmbH. The merger is documented in a merger agreement dated July 24, 2013. The merger was recorded in the commercial register of CANCOM GmbH on August 28, 2013.

CANCOM SE has purchased all the shares of on line Datensysteme GmbH, based in Berlin, Germany, for the nominal sum of € 500,000. The acquisition is documented in a purchase and contribution agreement dated September 30, 2013.

The purchase price was € 16,642,500. The purchase price will be paid entirely through the granting of new no-par-value shares to be issued to the sellers from the authorized capital of CANCOM SE. The shares are admitted to the FWB Frankfurt Stock Exchange and are freely tradable. No acquisition costs have been incurred so far.

The company will be included in the consolidated financial statements from October 1, 2013.

The commercial object of the company is wholesale and retail trading of computer systems, hardware, software, and peripherals (import and export); distribution of integrated solutions; research and development in the field of applied data technology (hardware and software), particularly designing, programming, installation and testing of software systems; IT consulting; system analysis; system engineering; engineering services; and consulting.

Change in the reporting entity in 2013:

Name and registered
office of company
Date from which
included in the
consolidated fi
nancial statements
Equity
investment
(in percent)
Voting rights
(in percent)
on line Datensysteme
GmbH, Berlin, Germany
1 October 2013 100 100

3. Accounting and valuation policies

The consolidated interim financial report is compiled using basically the same accounting and valuation methods as those used for the consolidated financial statements for the financial year 2012.

B. Notes to the consolidated balance sheet

1. Other current financial assets

This item includes bonuses due from suppliers (€ 1,908 thousand), a purchase price receivable (€ 1,020 thousand), marketing revenue (€ 495 thousand), creditors with a debit balance (€ 192 thousand), and receivables from employees (€ 186 thousand).

2. Prepaid expenses and other current assets

This item mainly consists of other current assets such as tax refunds (€ 199 thousand), compensation for damages (€ 141 thousand), commission income (€ 43 thousand), rent receivable (€ 31 thousand), receivables from social insurance institutions (€ 12 thousand), and interest income (€ 6 thousand).

The prepaid expenses and deferred charges (€ 1,901 thousand) include deferred insurance premiums.

3. Deferred tax assets

The deferred tax assets are as follows:

Deferred tax resulting from temporary
differences
€'000
tax loss
carryforwards
€'000
As at 1 January 2013 971 158
Tax revenue from profit and loss
calculation
202 235
As at 30 September 2013 1,173 393

As at September 30, 2013, the CANCOM group had corporate tax loss carryovers of € 7.2 million and trade tax loss carryovers of € 6.0 million. The unused corporate tax losses for which no deferred tax claim was recognized in the balance sheet amounted to € 5.8 million. The trade tax loss carryovers for which no deferred tax claim was recognized amounted to € 5.3 million. The amounts referred to include a component of € 5.8 million (corporate tax) and € 5.3 million (trade tax), which has been called into question because of the EU Commission's legal interpretation of the restructuring clause in Section 8 c of the German Corporate Tax Act (Körperschaftsteuergesetz, KStG), and therefore cannot at present be claimed as tax exempt.

The deferred taxes from temporary differences are mainly the result of differences in property, plant and equipment (€ 359 thousand), other liabilities (€ 347 thousand), other provisions (€ 185 thousand), intangible assets (€ 132 thousand), elimination of sales within the group (€ 67 thousand), and goodwill (€ 67 thousand).

4. Other current financial liabilities

This item includes debtors with a credit balance (€ 818 thousand), outstanding bills of charges (€ 465 thousand), Supervisory Board remuneration (€ 152 thousand), purchase price liabilities (€ 123 thousand), and rent obligations (€ 68 thousand).

5. Other provisions

The provisions mainly include guarantees and warranties (€ 1,399 thousand), the purchase price of shares in affiliated companies (€ 708 thousand), severance payments (€ 668 thousand), salaries (€ 349 thousand), contingent risks (€ 219 thousand), additional leasing costs (€ 133 thousand), and provisions for financial statement costs (€ 114 thousand).

The total provisions include non-current provisions of € 2,000 thousand, which are disclosed under other non-current liabilities. These provisions are for guarantees and warranties (€ 609 thousand), the termination payments legally mandatory in Austria (€ 553 thousand), the purchase price for the shares in Glanzkinder GmbH and CANCOM Unicorner GmbH (€ 440 thousand), anniversaries (€ 240 thousand), additional leasing costs (€ 100 thousand), and part-time work for older employees (€ 58 thousand).

6. Other current liabilities

Other current liabilities mainly include bonus payments to Board members and employees (€ 3,775 thousand), vacation and overtime entitlements (€ 3,210 thousand), sales tax (€ 2,600 thousand), tax on salaries and church tax (€ 1,633 thousand), trade association payments (€ 411 thousand), wages and salaries (€ 347 thousand) and social security contributions (€ 183 thousand).

7. Deferred tax liabilities

The deferred tax liabilities are as follows:

€'000
As at 1 January 2013 2,831
Addition from recognition of assets directly in equity
owing to first-time inclusion in consolidated financial
statements
70
Addition from revaluation of financial instruments recog
nized directly in equity
41
Tax revenue/ expense from profit and loss calculation -250
As at 30 September 2013 2,692

The deferred tax liabilities arise from deviations from the tax balance sheets. They are the result of the recognition and revaluation of intangible assets (€ 2,048 thousand), other financial assets (€ 438 thousand), orders in process (€ 144 thousand), the revaluation of financial instruments recognized directly in equity (€ 42 thousand), capital from profit participation rights and subordinated loans (€ 10 thousand), and other provisions (€ 10 thousand).

The deferred tax liabilities are recognized at an individual tax rate of between 25 percent (for the Austrian subsidiary) and 32.98 percent (for the German subsidiary).

8. Other non-current financial liabilities

Other non-current financial liabilities include debtors with a credit balance, amounting to € 698 thousand; rent obligations of € 696 thousand; and purchase price liabilities of € 297 thousand.

C. Segment information (see page 18+19)

Description of segments subject to mandatory reporting

The e-commerce business segment comprises CANCOM GmbH, CANCOM Computersysteme GmbH, CANCOM a+d IT solutions GmbH and CANCOM (Switzerland) AG with the exception of the cost centers of CANCOM GmbH allocated to the IT solutions segment. This business segment primarily includes the group's transaction-based and product-related business via internet, catalogue, telesales and direct sales.

The IT solutions business segment comprises CANCOM NSG GmbH, CANCOM NSG GIS GmbH, CANCOM NSG SCS GmbH, CANCOM NSG ICP GmbH, CANCOM physical infrastructure GmbH, acentrix GmbH, Glanzkinder GmbH, CANCOM GES Gesellschaft für elektronische Systeme mbH, CANCOM, Inc. and Verioplan GmbH in addition to the cost centers of CANCOM GmbH allocated to the IT solutions segment. This business segment of the CANCOM group offers comprehensive services relating to IT infrastructure and IT applications. The range of services offered includes IT strategy consulting, project planning and implementation, system integration, maintenance and training, as well as several IT services, right through to full and integrated IT operation.

The other companies are CANCOM SE, CANCOM VVM GmbH and CANCOM Financial Services GmbH. CANCOM SE performs the staff and/or management function. As such, it provides a range of services for its subsidiaries. This costs of central management of the group and investments in internal group projects also fall within this company.

Reconciliation

Reconciliation shows items not directly connected with the business segments and the other companies. These include sales within the segments, and the income tax expense.

The income tax expense is not a component of the profits of the business segments. Since the tax expense is allocated to the parent company where the parent company is the taxable entity, the allocation of the income tax does not necessarily correspond to the structure of the segments.

Information on geographical regions

Sales revenue according
to customer location
Sales revenue according
to company location
01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
Germany 385,918 372,754 399,050 384,003
Outside
Germany
31,539 34,043 18,407 22,794
Group 417,457 406,797 417,457 406,797
Non-current assets
30/09/2013
T€
30/09/2012
T€
Germany 59.380 55.911
Outside Germany 1.881 1.928
Group 61.261 57.839

Non-current assets include property, plant and equipment, intangible assets, goodwill, and other non-current assets. Financial instruments and deferred tax claims are not included.

D. Notes to the consolidated statement of income

1. Other operating income

The other operating income is made up of the following:

01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
Rent 30 20
Income not relating to the period 206 20
Government grants 326 369
Other operating income 89 23
Total 651 432

2. Personnel expenses

The personnel expenses consist of the following:

01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
Wages and salaries 77,520 71,502
Social security contributions 13,432 12,411
Pension expenses 174 205
Total 91,126 84,118

3. Other operating expenses

The other operating expenses consist of the following items:

01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
Office space costs 5,068 3,928
Insurance and other charges 508 560
Car costs 3,604 3,379
Advertising costs 744 863
Stock exchange and entertainment costs 358 214
Hospitality and travelling expenses 2,524 2,238
Delivery costs 1,413 1,352
Third-party services 1,418 1,439
Repairs, maintenance, leasing 763 656
Communication and office expenses 1,379 1,297
Professional development and training costs 934 969
Legal and consultancy expenses 606 697
Fees and charges; costs of money transactions 219 218
Adjustments on receivables 9 285
Other operating expenses 722 650
Total 20,269 18,745

4. Income tax

The rate of income tax for the German companies was 30.51 percent (2012: 30.72 percent). This is made up of corporate tax, trade tax and the solidarity surcharge.

The divergence between the tax expenses reported and those at the tax rate of CANCOM SE is shown below:

01/01-
30/09/13
€'000
01/01-
30/09/12
€'000
Earnings before tax 15,396 13,889
Expected tax expense at rate for German com
panies (30.51 percent; 2012: 30,72 percent)
4,697 4,267
- Difference from tax paid outside Germany 17 13
- Change in value adjustment of deferred tax
assets on loss carryforwards
0 72
- Tax-exempt income / non tax-relevant capital
losses on disposals
-12 -108
- Actual income tax not relating to the period -107 649
- Permanent differences: non-deductible
operating expenses, as well as additions and
reductions in relation to trade tax 123 171
- Deferred taxes due to contingent purchase
price components
-1 -1
- Miscellaneous -28 2
Total Group income tax 4,689 5,065

The actual tax rate is calculated as follows:

€'000
Income before tax 15,396
Income tax 4,689
Actual tax expense rate 30.46%

Income tax comprises the income tax paid or owed in the individual countries, and the deferred taxes:

01/01-
30/09/2013
€'000
01/01-
30/09/2012
€'000
Actual income tax paid 5,375 5,415
Deferred taxes
Assets -436 -235
Liabilities -250 -115
-686 -350
Group income tax 4,689 5,065

5. Minority interests

Minority interests account for 49 percent of acentrix GmbH's net income (€ 203 thousand) and 51 percent of the net loss of Glanzkinder GmbH (€ 139 thousand).

E. Other disclosures

1. Related party disclosures

For the purposes of IAS 24, Klaus Weinmann can be considered a related party who can exercise a significant influence on the CANCOM group, both as an Executive Board member and as a shareholder in CANCOM SE. Rudolf Hotter, the other Executive Board member, is also a related party for the purposes of IAS 24, as are the members of the Supervisory Board.

Other related parties under IAS 24.9 b are:

  • AL-KO Kober AG and its subsidiaries;
  • PEN GmbH;
  • WFO Vermögensverwaltung GmbH;
  • AURIGA Corporate Finance GmbH;
  • SNP Schneider-Neureither & Partner AG; and
  • Dr. Vielberth Verwaltungsgesellschaft mbH.

Transactions with related parties were settled in the same way as arm's length transactions, and the payment terms are net 10 to 30 days.

The transaction volume of goods sold and services provided to related parties under IAS 24 in the period January 1 to September 30, 2013 was € 2,356 thousand (gross), of which € 198 thousand was still outstanding at the balance sheet date. These amounts relate to goods/services purchased by AL-KO Kober AG and its subsidiaries.

The transaction volume of goods and services purchased from related parties under IAS 24 in the same period was € 1 thousand, which had been paid in full by the balance sheet date. This amount relates to goods/services purchased from AL-KO Kober AG and its subsidiaries.

2. Shares held by members of the Executive and Supervisory Boards (at the balance sheet date)

A list of shareholdings can be found on page 9 of this interim report.

3. Equity interests in the company as defined in Section 20 IV of the German Stock Companies Act (Aktiengesetz, AktG)

CANCOM SE did not receive written notice from any shareholder disclosing a majority shareholding as defined in Section 20 of the above Act in the first nine months of 2013.

CANCOM SE

Investor Relations Erika-Mann-Straße 69 80636 Munich Germany Phone +49 89 54054–5193 Fax +49 8225 996–45193 [email protected] www.cancom.de