Quarterly Report • May 29, 2013
Quarterly Report
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interim report – q1 2013
Sales up slightly year-on-year despite slow start
Operating result (EBIT) on target
Estimates for full-year 2013 confirmed
| Q1 2013 | Q1 2012 | |
|---|---|---|
| Sales | 265.4 | 259.2 |
| EBITDA | 33.9 | 34.8 |
| EBIT | 24.0 | 24.2 |
| EBT | 19.4 | 18.5 |
| Net result for the period (allocable to INDUS shareholders) | 12.3 | 11.3 |
| Operating cash flow | -14.3 | -32.6 |
| Cash flow from operating activities | -18.4 | -38.3 |
| Cash flow from investing activities | -33.1 | -13.6 |
| Cash flow from financing activities | 60.0 | 36.0 |
| Cash and cash equivalents | 107.5 | 107.1 |
| Earnings per share (in EUR) | 0.55 | 0.51 |
| Cash flow per share (in EUR) | -0.83 | -1.72 |
| Employees (number as of March 31) | 6,932 | 6,885 |
| Investments (number as of March 31) | 39 | 39 |
| March 31, 2013 | Dec. 31, 2012 | |
| Total assets | 1,149.0 | 1,053.8 |
| Equity capital | 419.7 | 407.2 |
| Net debt | 393.6 | 341.8 |
| Equity ratio (in %) | 36.5 | 38.6 |
total sales in the first three months 2013
265.4
| 1 Construction/Infrastructure | -0.6 % | |
|---|---|---|
| 2 Automotive Technology | -0.7 % | |
| 3 Engineering | +21.6 % | |
| 4 Medical Engineering/Life Science | +12.7 % | |
| Euro millions | 5 Metals Technology | -2.7 % |
INDUS is the leading specialist in the field of sustainable investment and growth in German small and medium-sized companies. We primarily acquire owner-managed companies and help their business grow over the long term. Our subsidiaries are characterized in particular by their strong positions on specific niche markets. As an active and growth-oriented financial investor, we ensure that our portfolio companies retain their greatest strength – their identity as mid-market enterprises. >
Our shareholders participate in the profitability of our diversified and growing portfolio of hidden champions. In 2012, our Group's workforce of around 6,800 generated sales of approximately EUR 1.1 billion and EBIT of roughly EUR 106 million.
| contents | |
|---|---|
| 2 4 N 6 8 17 |
Letter to the Shareholders ew DRS 20 Standard INDUS on the Capital Market Interim Management Report Consolidated Interim |
| Financial Statements as of March 31, 2012 Contact and Financial Calendar |
INDUS intends to return to an accelerated growth trajectory over the next several years. In the Compass 2020 strategy paper released in 2012 the Board of Management outlined the corporate objectives for the years ahead. This "buy, hold and develop" strategy is designed to enhance organic portfolio growth while simultaneously enlarging it through targeted acquisitions in tomorrow's growth industries.
The BUDDE Group acquisition in January of this year was an important milestone. This purchase allows us to integrate a strong mid-market firm into our group which is active primarily in logistics, a market segment we are specifically working to enter.
Another step on this growth trajectory was taken in late April with the full buyout of HAKAMA AG. This Swiss firm specializes in supplying casings to medical technology customers primarily. And medical engineering is one of our defined growth areas.
What is the outlook for our operating activities in 2013? The outlook is quite satisfactory. In view of the persistent troubles in the economic environment, our growth expectations for our core business are modest, as Europe remains mired in economic weakness. As in the previous year we intend to respond to these circumstances by vigorously growing our business outside Europe.
Our portfolio companies are thoroughly optimistic right now about their ability to fully meet their targets. On a consolidated level we met our estimates for the first three months of 2013. In the first quarter the Group posted sales of EUR 265 million, slightly ahead of the first quarter 2012 sales. Earnings were in line with the Q4 2012 level, with the EBIT margin at 9%, as expected. Business is projected to stay stable; it thus currently appears likely that we will meet our targets.
INDUS budget goals achieved in Q1 2013
This is reflected in our stock price as well, as INDUS shares have risen steadily since the fall of 2012, reaching a five-year high on May 20th. We are very gratified to see such investor confidence, as this means the market perceives what we have achieved and where we are headed.
We are pleased to invite you to our Annual Shareholders' Meeting to be held on June 24th in Cologne. We look forward to another opportunity to meet with our many loyal shareholders and talk about the current state of our enterprise and the path we are on.
Bergisch Gladbach, May 2013
Yours, The Board of Management
Jürgen Abromeit Dr. Johannes Schmidt Rudolf Weichert
rudolf weichert Member of the Board of Management since May 2012
The new DRS 20 combines DRS 5 (Risk Reporting) and DRS 15 (Management Reporting) into a single standard. The product of an extensive reform project to revise existing regulations, DRS 20 was approved by the German Accounting Standards Committee (GASC) in November 2012. Application of DRS 20 is mandatory starting January 1, 2013. Rudolf Weichert of the INDUS Board of Management explains what the changes mean to INDUS.
One noteworthy fundamental change is the explicit message to businesses to apply materiality as a principle in future reporting. Concentrating on the truly relevant information will hopefully to some extent counteract the trend towards information overload in reporting. In practical application of the standard this means, for example, that publicly available general economic and industry forecasts are only to be referenced to the extent necessary for communicating information on the corporation's projected results. I believe this is a very reasonable approach. The other management report design principles as well, such as balance, clarity and communication from the perspective of corporate management, require enterprises to take an individual approach to preparation of their reports.
There's no simple answer to that. The changes with the most far-reaching impact concern the forecast and the opportunity/risk reports. The forecast period was shortened to one year. I think this is the right idea, in view of the increasing difficulty of projecting developments. At the same time, forecast accuracy requirements have become more stringent; simple comparative and qualitative data will no longer be sufficient. In view of the shortened forecast period, I also consider this to be appropriate.
The requirement of comparing actual business results against previous forecasts is intended to enhance reporting quality. In principle that too is a good idea. In practice, however, I believe it leads to more conservative forecasting.
Relevant risks should be discussed in greater detail in risk reporting. At the same time, there is more freedom in preparing the information. Explanations regarding risks will thus be less generic in future. The same is to apply for reporting on opportunities, further broadening the scope. Like many companies, we at INDUS have problems with "formalistic" opportunity reporting.
I am of the opinion that we have already implemented the basic ideas behind DRS 20 in our current report. Of course in certain areas the requirements could be "better" met. But that doesn't make sense in every case. DRS 20.160 requires that an overall picture of the risk situation be provided, which takes into account diversification effects. Due to the INDUS Group's high level of diversification, these effects play a considerable role and often necessitate the balancing out of risks and opportunities. An excessively detailed overview of the individual risks and opportunities would contradict the principle of materiality and would not convey an overall picture.
But in general we constantly strive to improve our reporting. DRS 20 helps us focus on that. And we also make use of independent reviewers. We just now, for example, incorporated the findings from an error analysis we commissioned and from a quality analysis into preparation of the recent 2012 consolidated management report. Fortunately, few issues were identified in these analyses.
| Application is mandatory for the fiscal years as of January 1, 2013 | Already applied in INDUS' 2012 annual report |
|---|---|
| Group principles | |
| Objectives/strategies: voluntary, but then in accordance with DRS ■ |
|
| Control system: concretized ■ |
|
| R&D: concretized ■ |
fulfilled insofar as expedient |
| Economic Report | |
| Discussion of economic condition of material significance ■ |
|
| Segment information on earnings and capital expenditure ■ |
|
| Comparison of actual results against previous forecasts ■ |
fulfilled insofar as expedient |
| Sustainability | |
| Optionally includable in the Group management report ■ |
fulfilled |
| Forecast Report | |
| Min. 1-year forecast period; foreseeable one-time effects taken into account ■ |
|
| Heightened forecasting accuracy (point, interval, qualitative forecast) ■ |
|
| Publicly available general economic and industry forecasts only to the extent they are ■ |
|
| necessary for comprehension purposes (citation required) | |
| Segment/business area projections only if different from group projections ■ |
fulfilled for the most part |
| Risk Report / Opportunities Report | |
| Overview of risk position mandatory ■ |
|
| Detailed discussion of risks ■ |
|
| Quantification of risks only as necessary for internal control purposes ■ |
|
| Opportunities report enhanced in similar fashion as risk report ■ |
fulfilled for the most part |
| Q1 2013 | Full year 2012 | |
|---|---|---|
| Peak price in EUR | 24.50 | 23.72 |
| Lowest price in EUR | 20.55 | 18.69 |
| Closing price (at cut-off date) in EUR | 24.11 | 20.26 |
| Average daily trading volume (number of shares) | 22,116 | 24,792 |
| Number of shares outstanding | 22,227,737 | 22,227,737 |
| Market capitalization in EUR millions | 535.9 | 450.3 |
Since the fall of 2012, INDUS shares have been gaining significant favor among investors, and buoyed by an improving stock market mood. The shares closed at EUR 24.11 the end of the first quarter 2013, up 20% since the end of 2012. In the first quarter INDUS shares significantly outperformed the benchmark SDAX and the DAX indices, which were largely unchanged or lower for the same period; the major rally ongoing since the fall of 2012 continued throughout April and May, putting INDUS shares right back at their level prior to a phase of market weakness starting last summer. On May 20 at EUR 26.50 INDUS shares recorded a five-year high.
Dividend of EUR 1.00/ share proposed
Distribution of 48% of profits
Dividend yield 4.9%, within the 4 - 6% corridor
The Board of Management and Supervisory Board have again proposed distribution of a EUR 1.00/share dividend for fiscal year 2012 at the Annual General Meeting. The INDUS policy of paying a robust dividend thus remains in place, with roughly EUR 22.2 million to be paid out to shareholders. This represents a distribution of 48% of INDUS AG profits to shareholders. Based on the 2012 closing price, the dividend yield on INDUS shares remains high at 4.9%.
Business was somewhat subdued in the fourth quarter of 2012 and remained so initially going into 2013, but started accelerating in March. Sales rose slightly in the first quarter of 2013 to EUR 265.4 million, 2% above the first quarter last year. Earnings before interest and taxes (EBIT) came to EUR 24.0 million, in line with the first quarter 2012 as well, despite a certain rise in anxiety over the economy. The cost of materials ratio declined slightly, while the personnel expenses ratio remained unchanged.
Sales +2%
| Q1 2013 | Q1 2012* | |
|---|---|---|
| Sales | 265.4 | 259.2 |
| Other operating income | 4.1 | 4.1 |
| Own work capitalized | 0.5 | 0.9 |
| Change in inventories | 8.7 | 13.1 |
| Cost of materials | -133.2 | -132.9 |
| Staff costs | -76.4 | -74.7 |
| Depreciation/amortization | -9.9 | -10.6 |
| Other operating expenses | -35.2 | -34.9 |
| Other financial result | 0.04 | 0.03 |
| Operating result (EBIT) | 24.0 | 24.2 |
| Net interest | -4.6 | -5.6 |
| Earnings before taxes (EBT) | 19.4 | 18.5 |
| Taxes on income and other taxes | -7.0 | -7.2 |
| Earnings attributable to discontinued operations | 0.00 | -0.03 |
| Earnings after taxes | 12.4 | 11.3 |
| of which allocable to non-controlling shareholders | -0.1 | -0.001 |
| of which allocable to INDUS shareholders | 12.3 | 11.3 |
| Basic earnings per share (diluted and undiluted) in EUR | 0.55 | 0.51 |
* Previous-year figures adjusted
Business was on the whole stable for INDUS Holding AG in the first quarter 2013, in line with expectations. Despite a long winter affecting construction in particular, sales in the first three months kept up with the first quarter of the year previous. Business was very strong in March, so by quarter-end the companies in the segment had exceeded the previous year's sales level
Earnings good despite slow start
by roughly EUR 6.2 million. INDUS Holding AG recorded consolidated sales of EUR 265.4 million (previous year: EUR 259.2 million). Cost of materials was nearly unchanged at EUR 133.2 million despite slightly higher order backlog (previous year: EUR 132.9 million). The cost of materials ratio was slightly lower at 50.2%, but still at a high level (previous year: 51.3%). Slowing growth kept prices in check. The personnel expense ratio was unchanged at 28.8 % (previous year: 28.8 %). As of March 31, 2013 the INDUS Group employed a total workforce of 6,932 personnel, as compared to 6,860 at yearend.
EBITDA (earnings before interest, taxes, depreciation and amortization) nearly reached its former level at EUR 33.9 million (previous year: EUR 34.8 million). Depreciation and amortization was largely unchanged at EUR 9.9 million (previous year: EUR 10.6 million). Earnings before interest and taxes (EBIT) were on target as of March 31, 2013 at EUR 24.0 million (previous year: EUR 24.2 million), with EBIT margin just below its former level at 9.0% (previous year: 9.3%).
Net interest rose significantly in the first quarter 2013 to EUR -4.6 million versus EUR -5.6 million for the previous year, primarily due to a EUR 1.0 million decline in interest expense. Earnings before taxes (EBT) for the first quarter 2013 rose accordingly to EUR 19.4 million (previous year: EUR 18.5 million). Tax expense declined slightly from EUR 7.2 million to EUR 7.0 million. After deducting minority interests, the result of 12.3 million euros was roughly 1.0 million euros higher versus 2012 (previous year: 11.3 million euros). This corresponds to earnings per share of EUR 0.55 (previous year: EUR 0.51).
The INDUS Holding AG investment portfolio is organized into five segments: Construction/Infrastructure, Automotive Technology, Engineering, Medical Engineering/Life Science, and Metals Technology. The investment portfolio encompassed 39 operating units as of March 31, 2013.
Segment sales of EUR 46.1 million for the first quarter 2013 were in line with the strong 2012 figure of EUR 46.4 million. The portfolio companies thus achieved a very solid result despite the protracted cold-weather period. The first quarter is typically slow for the construction business. Current order backlog however indicates a substantial pickup will get underway for INDUS in March. Earnings before interest and taxes (EBIT) came in at EUR 3.5 million (previous year: EUR 3.4 million). The EBIT margin was good at 7.6% – above the long-term average – despite the first quarter being a cyclically weak quarter for the construction industry.
EBIT EUR 24.0 million, EBIT margin 9.0%
| Q1 2013 | Q1 2012* | Change | |
|---|---|---|---|
| Sales to third parties | 46.1 | 46.4 | -0.6% |
| EBIT | 3.5 | 3.4 | +2.9% |
| EBIT margin in % | 7.6 | 7.3 | +0.3% Pts. |
| Depreciation/amortization | 1.3 | 1.2 | +8.3% |
| Capital expenditure | 2.6 | 1.8 | +44.4% |
* Previous-year figures adjusted
Sales in the Automotive Technology segment were virtually unchanged versus the first quarter of last year. This was due to continuing stable order flow despite the relatively negative forecasts by major car manufacturers and suppliers at the start of the year. Sales for the first three months came in at EUR 82.1 million (previous year: EUR 82.7 million). Earnings before interest and taxes (EBIT) were strong at EUR 6.7 million, exceeding the previous year's figure of EUR 5.4 million by more than EUR 1 million. The impact of the restructuring measures implemented with Tier 1 automotive suppliers in the 2nd half of 2012 was thus already seen in the first quarter of 2013. The EBIT margin for the segment reached a high level of 8.2% last recorded in the pre-economic crisis boom. The global automobile market appears stable overall at present, with only Europe demonstrating weak sales volume and new car registration figures. The portfolio companies are thus doing well under the circumstances.
| Q1 2013 | Q1 2012* | Change | |
|---|---|---|---|
| Sales to third parties | 82.1 | 82.7 | -0.7% |
| EBIT | 6.7 | 5.4 | +24.1% |
| EBIT margin in % | 8.2 | 6.5 | +1.7% Pts. |
| Depreciation/amortization | 4.6 | 5.4 | -14.8% |
| Capital expenditure | 3.8 | 6.1 | -37.7% |
* Previous-year figures adjusted
The companies in the Engineering segment recorded substantially higher sales in the first three months of 2013 versus the first quarter of last year. Segment sales rose by roughly 20% year-on-year from EUR 30.6 million to EUR 37.2 million. Current incoming orders and order Sales -0.6%, EBIT margin 7.6%
Earnings good in typically weak Q1
Sales -0.7%, EBIT margin 8.2%
Q1 sales stable year-on-year in absolute terms
Efficiency enhancement measures boosting earnings
backlog indicate however that business in the late-cyclical Engineering segment will likely slow over the course of 2013. Earnings before interest and taxes rose from EUR 3.4 million to EUR 4.0 million, for a current EBIT margin of 10.8% (previous year: 11.1%). Economic expectations have a major impact on willingness to invest capital in plant and equipment. Producers of basic materials are particularly hesitant regarding capital expenditure right now.
In the first quarter 2013 EUR 25.4 million was invested in the Engineering segment, chiefly through the acquisition of the BUDDE Group, based in Bielefeld. INDUS acquired a 75% stake in the company from the owning family with effect from March 7. The BUDDE Group acquisition provides an attractive way to enter the targeted Logistics segment. This acquisition represents an important step for INDUS in systematically executing on its more growthoriented strategy focusing on up-and-coming manufacturing markets. The BUDDE Group, with locations in Bielefeld, Schmalkalden and Kamen, is a leading provider of general cargo and bulk handling systems. The company provides mechanical and fully automated transport systems. In 2012 the BUDDE group had some 170 employees, and generated sales of roughly EUR 50 million. Customers from the courier, express and parcel services industry comprise 80% of its business. This market is growing rapidly due to the e-commerce boom. Other customers are in the beverage and automotive industries. Details regarding the transaction are provided in the Notes on pp. 27/28.
| segment data engeneering (in Euro millions) | |||
|---|---|---|---|
| Q1 2013 | Q1 2012* | Change | |
| Sales to third parties | 37.2 | 30.6 | +21.6% |
| EBIT | 4.0 | 3.4 | +17.6% |
| EBIT margin in % | 10.8 | 11.1 | -0.3% Pts. |
| Depreciation/amortization | 0.7 | 0.7 | 0% |
| Capital expenditure | 25.4 | 0.8 | +3,075% |
* Previous-year figures adjusted
The INDUS Group's Medical Engineering/Life Science business has been very robust for several quarters now. Sales are growing steadily, reaching EUR 24.8 million in the first quarter 2013 (previous year: EUR 22.0 million); earnings before interest and taxes (EBIT) came in somewhat lower year-on-year at EUR 3.5 million due to non-recurring items from the first quarter of 2012. In the first quarter of 2013 the companies in the segment kept the EBIT margin above their high long-term level of 14%, recording 14.1% (previous year: 18.2%).
Q1 sales strong, expected to slow over the course of the year
EBIT margin narrows to 10.8%, still within target corridor
13
| Q1 2013 | Q1 2012* | Change | |
|---|---|---|---|
| Sales to third parties | 24.8 | 22.0 | +12.7% |
| EBIT | 3.5 | 4.0 | -12.5% |
| EBIT margin in % | 14.1 | 18.2 | -4.1% Pts. |
| Depreciation/amortization | 0.6 | 0.6 | 0% |
| Capital expenditure | 0.2 | 0.8 | -75% |
Sales +12.7%, EBIT margin 14.1%
Q1 earnings down slightly
* Previous-year figures adjusted
Sales in the Metals Technology segment declined slightly in the first three months, coming in at EUR 75.3 million (previous year: EUR 77.4 million). As in 2012, earnings before interest and taxes (EBIT) were impacted by high commodity prices and labor costs, and one segment company continued to underperform. INDUS has implemented countermeasures which should yield noticeable improvements in the second quarter. EBIT came to EUR 7.5 million, roughly 15% lower versus the previous year, reflecting in part the aforementioned measures. Segment earnings are still good compared against the first quarters of previous years. The EBIT margin was within the INDUS target corridor at 10.0% (previous year: 11.4%).
| segment data – metals technology (in Euro millions) | ||||
|---|---|---|---|---|
| Q1 2013 | Q1 2012* | Change | ||
| Sales to third parties | 75.3 | 77.4 | -2.7% | |
| EBIT | 7.5 | 8.8 | -14.8% | |
| EBIT margin in % | 10.0 | 11.4 | -1.4% Pts. | |
| Depreciation/amortization | 2.6 | 2.6 | 0% | |
| Capital expenditure | 1.3 | 3.7 | -64.9% |
Sales down slightly
EBIT margin still in double digits
* Previous-year figures adjusted
In 2013 staffing levels remained largely unchanged at INDUS Group companies, in view of stable orders. The ratio of personnel expenses relative to sales was thus in line with the comparison period at approximately 29%. At the end of the first quarter the number of personnel employed by segment companies in the first quarter was 6,932 (March 31, 2012: 6,885).
| Q1 2013 | Q1 2012* |
|---|---|
| -14.3 | -32.6 |
| -4.1 | -5.7 |
| -18.4 | -38.3 |
| -33.1 | -13.6 |
| 0.03 | 0.04 |
| 0.00 | -0.02 |
| -33.1 | -13.6 |
| -0.7 | 0.0 |
| 79.2 | 62.7 |
| -18.5 | -26.7 |
| 60.0 | 36.0 |
| 8.5 | -15.9 |
| 0.3 | -0.1 |
| 98.7 | 123.1 |
| 107.5 | 107.1 |
* Previous-year figures adjusted
Operating cash flow was negative in the first three months of 2013 at EUR -14.3 million (previous year: -32.6 million euros), on earnings before taxes of EUR 12.4 million (previous year: EUR 11.4 million). This was an improvement of EUR 18.3 million versus the previous year, however, due mainly to smaller increases in inventories and trade receivables. The cost of interest paid in the first three months of 2013 fell significantly to EUR 4.2 million (previous year: EUR 5.8 million). Cash flow from operating activities thus came to EUR -18.4 million euros (previous year: EUR -38.3 million). Cash outflows for investing activities increased to EUR -33.1 million, primarily due to the BUDDE Group acquisition. Cash flow from financing activities increased significantly from EUR 36.0 million to EUR 60.0 million, mainly reflecting new loans taken out. Totaling EUR 107.5 million as of March 31, 2013, cash and cash equivalents were at the same level as the first quarter 2012 (previous year: EUR 107.1 million).
consolidated statement of financial position, condensed (in Euro millions)
| March 31, 2013 | Dec. 31, 2012* | |
|---|---|---|
| Assets | ||
| Noncurrent assets | 623.9 | 581.8 |
| Property, plant, and equipment | 619.0 | 576.7 |
| Accounts receivable and other current assets | 4.9 | 5.1 |
| Current assets | 525.1 | 472.0 |
| Cash and cash equivalents | 107.5 | 98.7 |
| Accounts receivable and other current assets | 188.1 | 154.2 |
| Inventories | 229.5 | 219.1 |
| Total assets | 1,149.0 | 1,053.8 |
| Noncurrent liabilities | 849.5 | 789.7 |
|---|---|---|
| Equity capital | 419.7 | 407.2 |
| Debt | 429.8 | 382.5 |
| thereof provisions | 23.1 | 23.4 |
| thereof payables and income taxes | 406.6 | 359.1 |
| Current liabilities | 299.5 | 264.1 |
| thereof provisions | 49.9 | 44.8 |
| thereof payables | 249.6 | 219.3 |
| Total assets | 1,149.0 | 1,053.8 |
* Previous-year figures adjusted
Thanks to good business results INDUS Holding AG recorded another slight increase in total assets, which amount to EUR 1,149.0 billion as of March 31, 2013 (December 31, 2012: EUR 1,053.8 billion). Cash and cash equivalents increased from EUR 98.7 million to EUR 107.5 million. Accounts receivable and inventories increased again by roughly 34 million euros due to stable orders. The Group's equity increased again slightly versus yearend 2012 to EUR 419.7 million (December 31, 2011: EUR 407.2 million). The equity ratio thus remained high at 36.5%, in line with recent years (December 31, 2012: 38.6%). The Group's net debt was EUR 393.6 million (December 31, 2012: EUR 341.8 million).
INDUS Holding AG and its portfolio companies are exposed to a multiplicity of risks as a result of their international activities. Entrepreneurial activity is inextricably linked with risk-taking. At the same time, this enables the company to seize new opportunities and thus defend and strengthen the market position of the portfolio companies. The company operates an efficient risk management system for the early detection, comprehensive analysis and systematic handling of risks. The structuring of the risk management system and significance of particular risks are discussed in detail in the 2012 annual report on pages 59 to 68. It is stated there that the company does not view itself as subject to any risks that could endanger its continued existence as a going concern. The INDUS Holding AG annual report can be downloaded free of charge at www.indus.de.
At the end of April 2013 INDUS Holding AG acquired the remaining 40% of equity in HAKAMA AG, Bättwil, Switzerland, and thus now is sole owner of the firm. The two former shareholders Marius Haberthür and Fritz Kasper resigned from the management board as agreed on April 1; they are succeeded by Kristin Lindauer. Ms. Lindauer's last position was at the Swiss firm Georg Haag AG, a mid-market firm specializing in sheet metal processing, where she was managing director for four years.
HAKAMA AG has belonged to the INDUS Group since January 2010, when the two successors of the founding families Haberthür and Kasper sold 60% of their holdings to INDUS, remaining on board initially as managing directors to ensure an orderly transition. HAKAMA specializes in the production of premium casings and components made of aluminum, steel and stainless steel, primarily for medical engineering systems, analytical and diagnostic equipment and professional-quality coffee machines. Besides Switzerland the company's main markets are the European Union and the United States. AlI manufacturing takes place at Bättwil near Basel, Switzerland. Founded in 1956, the company recorded sales of roughly EUR 23 million in 2012, and had approximately 160 employees.
INDUS confirms favorable outlook
Opportunities through stable global economic growth, internationalization and acquisitions
The debt and banking crisis poses risks, as does the outlook for the global automotive industry
Business was slow in the first two months of 2013 in line with expectations, but then gained increasing momentum. The Board of Management expects this trend to continue throughout the months ahead, as global economic growth will likely stabilize in the course of the year, albeit at a rather modest level. Growth prospects will be dimmed by periodic flare-ups of financial market anxiety, and poor forecasts for the automotive industry, particularly in Europe. The emerging markets are expected to spur growth however, especially in Asia. In view of INDUS' heightened internationalization efforts focusing on growth regions and vigorous execution on the portfolio development strategy, business is projected to be good this year overall. The Board of Management thus confirms its estimates for 2013, believing that the levels recorded in fiscal year 2012 for sales and earnings may be slightly exceeded.
| in EUR '000 | Notes | Q1 2013 | Q1 2012* |
|---|---|---|---|
| Sales | 265,449 | 259,159 | |
| Other operating income | 4,125 | 4,095 | |
| Own work capitalized | 511 | 939 | |
| Change in inventories | 8,695 | 13,059 | |
| Cost of materials | [2] | -133,208 | -132,910 |
| Personnel expenses | [3] | -76,431 | -74,711 |
| Depreciation and amortization | -9,933 | -10,596 | |
| Other operating expenses | [4] | -35,259 | -34,905 |
| Financial result | 37 | 32 | |
| Operating result (EBIT) | 23,986 | 24,162 | |
| Inerest income | 82 | 164 | |
| Interest expenses | -4,674 | -5,800 | |
| Net interest | [5] | -4,592 | -5,636 |
| Earnings before taxes | 19,394 | 18,526 | |
| Taxes | [6] | -6,972 | -7,169 |
| Income from discontinued operations | 0 | -27 | |
| Earnings after taxes | 12,422 | 11,330 | |
| of which allocable to non-controlling shareholders | -133 | 1 | |
| of which allocable to INDUS shareholders | 12,289 | 11,331 | |
| Basic earnings per share (diluted and undiluted) in EUR | [1] | 0,55 | 0,51 |
| * Previous-year figures adjusted |
| in EUR '000 Q1 2013 |
Q1 2012* | |
|---|---|---|
| Earnings after taxes | 12,422 | 11,330 |
| Items not reclassified to profit or loss | ||
| Actuarial gains and losses on pension plans | -227 | -1,438 |
| Netting of deferred taxes | 65 | 414 |
| Items to be reclassified to profit or loss in future | ||
| Currency translation adjustment | - 16 | -537 |
| Change in the market values of derivatetive financial instruments | 1,057 | - 1,258 |
| Netting of deferred taxes | - 167 | 199 |
| Income and expenses recognized directly in equity | 712 | -2,656 |
| Total income and expenses recognized in equity | 13,134 | 8,674 |
| of which allocable to non-controlling shareholders | 133 | -1 |
| of which allocable to INDUS shareholders | 13,001 | 8,675 |
| * Previous-year figures adjusted |
Income and expenses and gains/losses of EUR 712,000 recognized directly in equity include EUR -227,000 in actuarial losses from pension plans and similar obligations. This resulted primarily from lowering of the interest rate on domestic commitments from 3.75% as of December 31, 2012 to 3.6% as of March 31, 2013.
Net income from currency translation of EUR -16,000 derived from the translated net profits of consolidated international subsidiaries. The change in fair value of derivative financial instruments was chiefly the result of interest rate swaps transacted by the holding company.
Attributable deferred taxes were calculated applying the applicable tax rates for the companies concerned.
| Assets Goodwill 334,685 292,342 Intangible assets [7] 16,803 16,689 Property, plant, and equipment [8] 248,444 248,829 Investment property 6,121 6,152 Financial assets 8,739 8,535 Shares accounted for using the equity method 4,151 4,151 Other noncurrent assets 1,310 1,300 Deferred taxes 3,607 3,827 Noncurrent assets 623,860 581,825 Cash and cash equivalents 107,539 98,710 Accounts receivable [9] 164,440 137,054 Inventories [10] 229,544 219,058 Other current assets 14,409 10,554 Current income taxes 9,171 6,639 Current assets 525,103 472,015 Total assets 1,148,963 1,053,840 Equity and Liabilities Paid-in capital 243,464 243,464 Generated capital 175,496 162,495 Equity held by INDUS shareholders 418,960 405,959 Non-controlling interests in the equity 701 1,241 Group equity 419,661 407,200 Noncurrent financial liabilities 357,968 331,146 Provisions for pensions 21,155 20,928 Other noncurrent provisions 1,925 2,457 Other noncurrent liabilities 27,289 7,628 Deferred taxes 21,443 20,412 Noncurrent liabilities 429,780 382,571 Current financial liabilities 143,197 109,351 Trade accounts payable 47,109 37,313 Current provisions 49,942 44,844 Other current liabilities 51,369 66,777 Current income taxes 7,905 5,784 Current liabilities 299,522 264,069 Total equity and liabilities 1,148,963 1,053,840 |
in EUR '000 Notes |
March 31, 2013 | 31.12.2012* |
|---|---|---|---|
* Previous-year figures adjusted
| in EUR '000 | Q1 2013 | Q1 2012* |
|---|---|---|
| Income after taxes generated by continuing operations | 12,422 | 11,357 |
| Depreciation/Write-ups of noncurrent assets (excluding deferred taxes) | 9,933 | 10,596 |
| Taxes | 6,972 | 7,169 |
| Net interest | 4,592 | 5,636 |
| Cash earnings of discontinued operations | 0 | 140 |
| Other non-cash transactions | -1,111 | -1,878 |
| Changes in provisions | 3,736 | 3,284 |
| Increase (–)/decrease (+) in inventories, trade accounts receivable and other assets not allocable to investing or financing activities |
-36,359 | -56,576 |
| Increase (+)/decrease (–) in trade accounts payable and other liabilities not allocable to investing or financing activities |
-6,539 | -3,920 |
| Income taxes received/paid | -7,956 | -8,441 |
| Operating cash flow | -14,310 | -32,633 |
| Interest paid | -4,164 | -5,805 |
| Interest received | 82 | 164 |
| Cash flow from operating activities | -18,392 | -38,274 |
| Cash outflow from investments in | ||
| property, plant, and equipment, and in intangible assets | -8,165 | -13,297 |
| financial assets and shares accounted for using the equity method | -232 | -289 |
| shares in fully consolidated companies | -24,686 | 0 |
| Cash inflow from the disposal of other assets | 28 | 41 |
| Cash flow from investing activities of discontinued operations | 0 | -15 |
| Cash flow from investing activities | -33,055 | -13,560 |
| Cash outflow from payments to minority interests | -673 | 0 |
| Cash inflow from the assumption of debt | 79,227 | 62,696 |
| Cash outflow from the repayment of debt | -18,559 | -26,725 |
| Cash flow from financing activities | 59,995 | 35,971 |
| Net cash change in financial facilities | 8,548 | -15,863 |
| Changes in cash and cash equivalents caused by currency exchange rates | 281 | -163 |
| Cash and cash equivalents at the beginning of the period | 98,710 | 123,107 |
| Cash and cash equivalents at the end of the period | 107,539 | 107,081 |
| Net cash transactions attributable to the acquisition of portfolio companies: | -30,000 | 0 |
| plus assumed financial liabilities | -118 | 0 |
| less acquired financial resources | 5,432 | 0 |
| Net purchase price | -24,686 | 0 |
| Cash flow from discontinued operations | 125 | |
| of which operating cash flow | 140 | |
| of which cash flow from investing activities | -15 | |
| of which cash flow from financing activities | 0 |
* Previous-year figures adjusted
| in EUR '000 | Subscribed capital |
Capital reserve |
Retained earnings |
Other earnings |
Equity held by INDUS share holders |
Interests allocable to non-controlling shareholders |
Group equity |
|---|---|---|---|---|---|---|---|
| Balance Dec. 31, 2012 | 57,792 | 185,672 | 174,042 | -8,636 | 408,870 | 1,241 | 410,111 |
| Changes in accounting principles based on IAS 19 |
357 | -3,268 | -2,911 | -2,911 | |||
| Balance after adjustments Dec. 31, 2012 |
57,792 | 185,672 | 174,399 | -11,904 | 405,959 | 1,241 | 407,200 |
| Income after taxes | 12,289 | 12,289 | 133 | 12,422 | |||
| Other income | 712 | 712 | 712 | ||||
| Overall result | 12,289 | 712 | 13,001 | 133 | 13,134 | ||
| Dividend payment | -673 | -673 | |||||
| Balance March 31, 2013 | 57,792 | 185,672 | 186,688 | -11,192 | 418,960 | 701 | 419,661 |
| Balance Dec. 31, 2011 | 57,792 | 185,672 | 144,202 | -7,114 | 380,552 | 1,543 | 382,095 |
| Changes in accounting principles based on IAS 19 |
153 | -751 | -598 | -598 | |||
| Balance after adjustments Dec. 31, 2011 |
57,792 | 185,672 | 144,355 | -7,865 | 379,954 | 1,543 | 381,497 |
| Income after taxes | 11,331 | 11,331 | -1 | 11,330 | |||
| Other income | -2,656 | -2,656 | -2,656 | ||||
| Overall result | 11,331 | -2,656 | 8,675 | -1 | 8,674 | ||
| Dividend payment | |||||||
| Balance March 31, 2012 | 57,792 | 185,672 | 155,686 | -10,521 | 388,629 | 1,542 | 390,171 |
Interests held by non-controlling shareholders essentially consist of the non-controlling interests in the limited liability companies WEIGAND Bau GmbH and SELZER Automotiva do Brasil. Interests held by non-controlling shareholders in limited partnerships and limited liability companies for which, at the time of purchase, the economic ownership of the corresponding non-controlling interests had already been passed on under reciprocal option agreements are shown under other liabilities. This relates in particular to SELZER Fertigungstechnik GmbH & Co. KG, and Helmut RÜBSAMEN GmbH & Co. KG, to HAKAMA AG in the previous year, and to the BUDDE Fördertechnik GmbH in the current year.
The classification of segments corresponds to the current status of internal reporting. The information relates to continuing activities. The previous year's figures are adjusted accordingly.
The companies are allocated to the segments on the basis of their selling markets insofar as the bulk of their product range is sold in that market environment (Automotive Technology, Medical Engineering/Life Science). Otherwise they are classified by common features in their production structure (Construction/Infrastructure, Engineering, Metals Technology). The reconciliations contain the figures of the holding company, non-operational units not allocated to any segment, and consolidations.
The central control variable for the segments is operating earnings (EBIT) as defined in the consolidated financial statements. The segment information has been ascertained in compliance with the reporting and valuation methods that were applied during the preparation of the consolidated financial statements.
Intersegment prices are based on arm's length prices to the extent that they can be established in a reliable manner and are determined on the basis of the cost-plus pricing method.
| segment information in accordance with ifrs 8 (in EUR '000) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Construction/ Infrastructure |
Automotive Technology |
Engineering | Medical Engineering/ Life Science |
Metals Technology |
Total segments |
Reconciliation | Consolidated financial statements |
|
| Q1 2013 | ||||||||
| External sales with external third parties |
46,057 | 82,060 | 37,198 | 24,833 | 75,321 | 265,469 | -20 | 265,449 |
| External sales with Group companies | 1,929 | 7,784 | 1,321 | 356 | 8,407 | 19,797 | -19,797 | 0 |
| Sales | 47,986 | 89,844 | 38,519 | 25,189 | 83,728 | 285,266 | -19,817 | 265,449 |
| Segment earnings (EBIT) | 3,520 | 6,701 | 4,000 | 3,538 | 7,459 | 25,218 | -1,232 | 23,986 |
| Earnings from equity valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Depreciation/Amortization | -1,272 | -4,607 | -739 | -579 | -2,628 | -9,825 | -108 | -9,933 |
| Capital expenditure | 2,637 | 3,786 | 25,366 | 210 | 1,346 | 33,345 | 149 | 33,494 |
| of which company acquisitions | 0 | 0 | 24,686 | 0 | 0 | 24,686 | 0 | 24,686 |
| of which shares accounted for using the equity method |
1,596 | 2,555 | 0 | 0 | 0 | 4,151 | 0 | 4,151 |
| Additional information: EBITDA | 4,792 | 11,308 | 4,739 | 4,117 | 10,087 | 35,043 | -1,124 | 33,919 |
| Additional information: Goodwill | 100,246 | 68,180 | 93,328 | 43,485 | 29,446 | 334.685 | 0 | 334.685 |
| Q2 2012 | ||||||||
| External sales with external third parties |
46,423 | 82,680 | 30,550 | 22,035 | 77,448 | 259,136 | 23 | 259,159 |
| External sales with Group companies | 1,983 | 8,661 | 1,830 | 548 | 7,223 | 20,245 | -20,245 | 0 |
| Sales | 48,406 | 91,341 | 32,380 | 22,583 | 84,671 | 279,381 | -20,222 | 259,159 |
| Segment earnings (EBIT) | 3,426 | 5,443 | 3,359 | 3,961 | 8,831 | 25,020 | -858 | 24,162 |
| Earnings from equity valuation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Depreciation/Amortization | -1,223 | -5,383 | -688 | -628 | -2,574 | -10,496 | -100 | -10,596 |
| Capital expenditure | 1,806 | 6,128 | 832 | 845 | 3,692 | 13,303 | 81 | 13,384 |
| of which company acquisitions | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| of which shares accounted for using the equity method |
1,508 | 0 | 0 | 0 | 0 | 1,508 | 0 | 1,508 |
| Additional information: EBITDA | 4,649 | 10,826 | 4,047 | 4,589 | 11,405 | 35,516 | -758 | 34,758 |
| Additional information: Goodwill | 100,246 | 68,180 | 50,985 | 43,485 | 31,935 | 294,831 | 0 | 294,831 |
The table below reconciles the total operating results of segment reporting with the calculation of consolidated earnings before tax.
| reconciliation (in EUR '000) | ||
|---|---|---|
| Q1 2013 | Q1 2012 | |
| Segment earnings (EBIT) | 25,218 | 25,020 |
| Areas not allocated, incl. holding company | -1,064 | -946 |
| Consolidations | -168 | 88 |
| Net interest | -4,592 | -5,636 |
| Earnings before taxes | 19,394 | 18,526 |
Sales are broken down by region in relation to our selling markets. The further classification of our diverse foreign activities by country is not expedient, as no country outside of Germany accounts for 10% of Group sales.
Noncurrent assets, less deferred taxes and financial instruments, are based on the domiciles of the respective companies. Further differentiation is not expedient, as the majority of companies are domiciled in Germany.
Due to the INDUS diversification policy, there were no individual product or service groups nor individual customers that accounted for more than 10% of sales.
| segment reporting by region | ||||
|---|---|---|---|---|
| in EUR '000 | Group | Germany | EU | Rest of world |
| Q1 2013 | ||||
| Sales revenues with third parties | 265,449 | 136,417 | 56,876 | 72,156 |
| Noncurrent assets, less deferred taxes and financial instruments |
566,395 | 492,850 | 11,861 | 61,684 |
| Q1 2012 | ||||
| Sales revenues with third parties | 259,159 | 134,465 | 60,193 | 64,501 |
| Noncurrent assets, less deferred taxes and financial instru ments |
563,491 | 484,642 | 12,383 | 66,466 |
INDUS Holding AG, based in Bergisch Gladbach, Germany, entered in the Cologne commercial register (HRB 46360), prepared its consolidated financial statements for the first quarter of 2013 in accordance with International Financial Reporting Standards (IFRS) and the interpretation of such by the International Financial Reporting Interpretations Committee (IFRIC) as endorsed by the European Union. The consolidated financial statements are prepared in euros (EUR). Unless otherwise indicated, all amounts are stated in thousands of euros (EUR '000).
These interim financial statements are prepared in accordance with IAS 34 in condensed form. The interim report has not been audited, nor subjected to perusal or review by an auditor.
New obligatory standards are reported on separately in the section "Changes in Accounting Guidelines." Otherwise, the same accounting methods were applied as in the consolidated financial statements for the 2012 fiscal year. They are described there in detail. Because this Quartalsabschluss does not provide the full scope of information found in the annual financial statements, these financial statements should be considered within the context of the last annual financial statements.
In the Board of Management's view, this quarterly report includes all of the usual ongoing adjustments that are necessary for an appropriate presentation of the Group's net assets, financial, and earnings position. The results achieved in the course of the first quarter of the 2013 fiscal year do not necessarily predict future business performance.
The preparation of consolidated financial statements is influenced by accounting and valuation principles, and requires assumptions and estimates to be made which have an impact on the recognized value of the assets, liabilities, and contingent liabilities, as well as on income and expenses. When estimates are made regarding the future, actual values may deviate from the estimates. If the original basis for the estimates changes, the statement of the relevant items is adjusted through profit and loss.
All obligatory accounting standards in effect as of fiscal year 2013 have been implemented in these interim financial statements.
In June 2011, the IASB published revisions to IAS 1 "Presentation of Financial Statements". The revised IAS 1 introduced changes to the presentation of the period reconciliation to overall result. Income, expense, gain and losses items recognized directly in equity are now to be presented separately after revision of the standard. Differentiation is made between non-reclassifiable items that are never reclassifiable to profit or loss, and reclassifiable items which under certain circumstances are reclassified to profit or loss. The associated tax effects must be allocated to these two groups as well. INDUS applies the revised IAS 1 since January 1, 2013, and has adjusted the period reconciliation to overall result accordingly in the consolidated interim financial statements. The other revisions to IAS 1 have no material impact on the presentation of financial position and earnings.
In June 2011 the IASB published revisions to IAS 19 "Employee Benefits". INDUS has applied the revised IAS 19 retroactively since January 1, 2013. The revision to IAS 19 means that actuarial gains and losses for post-employment benefits are to be recognized directly in equity immediately upon realization. The corridor method previously approved is no longer permitted. Other changes include introduction of the net interest method to determine net interest expense and income based on the net defined benefit liability or asset, recognition through profit or loss of unvested past service cost and a revised definition of termination benefits.
In May 2011 the IASB published IFRS 13, "Fair Value Measurement". The new IFRS 13 standard establishes uniform rules for determining fair value. This IFRS standard furthermore regulates under what circumstances measurement at fair value is required or fair value has to be disclosed in the notes. Initial application had no significant impact on the measurement of assets and liabilities. Changes result in the consolidated financial statement notes, as information on the market value of financial instruments previously reportable only in the full-year financial statements and classification of financial instruments now has to be disclosed in interim reports as well.
Other guidelines to be applied for the first time in fiscal year 2013 have no material impact on the presentation of the net assets, financial, and earnings position.
In the consolidated financial statements, all subsidiary companies are fully consolidated if the INDUS Group has the direct or indirect possibility of influencing the companies' financial and business policy for the benefit of the INDUS Group. This is generally the case if the INDUS Group holds more than 50% of the voting rights in a portfolio company or contractual provisions stipulate that the INDUS Group retains all of the main opportunities and risks associated with the company. Associated companies whose financial and business policies can be significantly influenced are consolidated using the equity method. Companies purchased during the course of the fiscal year are consolidated as of the date on which control over their finance and business policy is transferred. Companies which are sold are no longer included in the scope of consolidation as of the date on which the business is transferred. After the date on which the decision is made to divest the company in question, these are classified as "held for sale."
In an agreement dated January 29, 2013 effective as of March 7, 2013 INDUS Holding AG acquired a 75% stake in BUDDE Fördertechnik GmbH based in Bielefeld, which owns 100% of COMSORT GmbH based in Kamen. INDUS Holding AG also acquired a 75% stake in BUDDE Fördertechnik GmbH based in Schmalkalden. The BUDDE Group, which is composed of these three companies, is a leading provider of general cargo and bulk material handling systems as part of custom solutions. The Group develops, designs and manufactures company-internal transport systems. The three companies were consolidated in March 2013. The BUDDE Group was classified as part of the Engineering segment.
The preliminary sale price was 38.1 million EUR. This amount represents EUR 31.8 million in cash plus another EUR 6.3 million under an earn-out clause, which was factored into the fair value calculation. According to the agreement terms the earn-out is capped at EUR 8.4 million. A symmetric put/call option was also agreed with minority shareholders. The shares affected by the put/call option were accounted for as if they had been purchased in the acquisition. There was no reporting of minority interests. The put option resulted in recognition of a financial liability of EUR 11.1 million, representing the present value applying the expected exercise price.
Transaction costs were recorded on the Statement of Income.
A final measurement of the assets and liabilities acquired was not yet possible as of the quarterly reporting date based on available information. The twelve-month period per IFRS 3 for final purchase price allocation is being observed, the purchase price being allocated across the individual assets and liabilities on a preliminary basis for now. Hidden reserves are expected, including in order backlog, the customer base and the brand. Hidden charges are expected, including in deferred taxes.
The resulting difference of EUR 40.7 million between the consideration transferred and the net assets acquired was recognized provisionally as goodwill.
| Carrying amounts at the time of transaction |
Added values from initial consoli dation |
Added to consoli dated statement of financial position |
|
|---|---|---|---|
| Noncurrent assets | 1,466 | 0 | 1,466 |
| Current assets | 13,122 | 0 | 13,122 |
| Total assets | 14,588 | 0 | 14,588 |
| Noncurrent liabilities | 0 | 0 | 0 |
| Current liabilities | 7,669 | 7,669 | |
| Total liabilities | 7,669 | 0 | 7,669 |
| Purchase price | 49,262 | ||
| Resulting Goodwill | 42,343 |
aquisitions 2013 (in EUR '000)
The purchase price allocation is preliminary. The initial consolidation of the BUDDE Group had no impact on the first quarter consolidated earnings.
Effective as of June 1, 2012, ReboPlastic GmbH & Co. KG, a company belonging to the Automotive segment, was sold due to its no longer being suitable for the INDUS portfolio on the basis of insufficient prospects. The company was bought by Dr. Höper, who as former managing director of the company and a member of the INDUS Holding AG Board of Management, had long followed the development of ReboPlastic GmbH & Co. KG.
| Q1 2013 | Q1 2012* | |
|---|---|---|
| Sales | 0 | 1,759 |
| Expenses and other revenue | 0 | -1,788 |
| Operating result | 0 | -29 |
| Net interest | 0 | -2 |
| Earnings before taxes | 0 | -31 |
| Taxes | 0 | 4 |
| Earnings after taxes, operation | 0 | -27 |
| Earnings attributable to deconsolidation | 0 | 0 |
| Earnings attributable to discontinued operations | 0 | -27 |
| Tax expenses (+)/earnings (-) from the sale | 0 | 0 |
| in EUR '000 | Q1 2013 | Q1 2012 |
|---|---|---|
| Earnings attributable to INDUS shareholders | 12,289 | 11,331 |
| Earnings attributable to discontinued operations | 0 | 27 |
| Earnings attributable to continuing operations | 12,289 | 11,358 |
| Number of shares in circulation (in thousands) | 22,228 | 222,228 |
| Earnings per share, continuing operations (in EUR) | 0.55 | 0.51 |
| Earnings per share, discontinued operations (in EUR) | 0.00 | 0.00 |
According to IAS 33, earnings per share are based on earnings after taxes from continuing operations. Earnings per share are calculated by dividing earnings from continuing operations by the average annual number of outstanding shares.
In the event authorized capital is utilized, dilution results.
| in EUR '000 | Q1 2013 | Q1 2012 |
|---|---|---|
| Raw materials and goods for resale | -117,570 | -116,278 |
| Purchased services | -15,638 | -16,632 |
| Total | -133,208 | -132,910 |
| in EUR '000 | Q1 2013 | Q1 2012 |
|---|---|---|
| Wages and salaries | -64,686 | -63,517 |
| Social security and pensions | -11,745 | -11,194 |
| Total | -76,431 | -74,711 |
| in EUR '000 | Q1 2013 | Q1 2012 |
|---|---|---|
| Operating expenses | -12,956 | -12,342 |
| Selling expenses | -13,853 | -13,138 |
| Administrative expenses | -6,616 | -6,671 |
| Other expenses | -1,834 | -2,754 |
| Total | -35,259 | -34,905 |
| in EUR '000 | Q1 2013 | Q1 2012 |
|---|---|---|
| Interest and similar income | 82 | 164 |
| Interest and similar expenses | -4,786 | -5,567 |
| Interest from operations | -4,704 | -5,403 |
| IFRS interests: market value of interest-rate swaps | 332 | -13 |
| IFRS interests: interests allocable to non-controlling shareholders | -220 | -220 |
| Other interest | 112 | -233 |
| Total | -4,592 | -5,636 |
Income tax expense is calculated for the interim financial statements based on the assumptions of current tax planning.
| in EUR '000 | March 31, 2013 | Dec. 31, 2012 |
|---|---|---|
| Capitalized development costs | 7,984 | 8,210 |
| Property rights, concessions, and other intangible assets | 8,819 | 8,479 |
| Total | 16,803 | 16,689 |
| in EUR '000 | March 31, 2013 | Dec. 31, 2012 |
|---|---|---|
| Land and buildings: leases and occupancy costs | 130,030 | 126,816 |
| Machinery and plant: leases and maintenance | 78,279 | 81,518 |
| Energy, supplies, tools | 31,726 | 30,597 |
| Other operating expenses | 8,409 | 9,898 |
| Total | 248,444 | 248,829 |
| in EUR '000 | March 31, 2013 | Dec. 31, 2012 |
|---|---|---|
| Accounts receivable from customers | 142,860 | 124,596 |
| Future accounts receivable from customer-specific construction contracts | 15,070 | 8,092 |
| Accounts receivable from associated companies | 6,510 | 4,366 |
| Total | 164,440 | 137,054 |
| in EUR '000 | March 31, 2013 | Dec. 31, 2012 |
|---|---|---|
| Raw materials and supplies | 76,937 | 77,122 |
| Unfinished goods | 73,991 | 66,463 |
| Finished goods and goods for resale | 74,420 | 73,349 |
| Prepayments for inventories | 4,196 | 2,124 |
| Total | 229,544 | 219,058 |
The table below shows the carrying amounts and fair values of financial instruments. The fair value of a financial instrument is the price that would be paid in an orderly transaction between market participants for the sale of an asset or transfer of a liability on the measurement date. Due to the influencing variables involved, reported fair value can only be regarded as an indicator of the actually realizable market value.
| Balance sheet value |
IFRS 7 not applicable |
Financial instruments IFRS 7 |
Measured at fair value |
Measured at amortized cost |
||
|---|---|---|---|---|---|---|
| Carrying amount |
Carrying amount |
Market value |
||||
| Financial assets | 8,739 | 8,739 | 8,739 | 9,904 | ||
| Cash and cash equivalents | 107,539 | 107,539 | 107,539 | 107,539 | ||
| Accounts receivable | 164,440 | 164,440 | 164,440 | 164,375 | ||
| Other assets | 15,719 | 1,744 | 13,975 | 36 | 13,939 | 13,800 |
| Financial liabilities | 501,165 | 501,165 | 501,165 | 482,965 | ||
| Trade accounts payable | 47,109 | 47,109 | 47,109 | 47,109 | ||
| Other liabilities | 78,658 | 8,837 | 69,821 | 9,919 | 59,902 | 53,417 |
| financial instruments 2012 (in EUR '000) | ||||||
|---|---|---|---|---|---|---|
| Balance sheet value |
IFRS 7 not applicable |
Financial instruments IFRS 7 |
Measured at fair value |
Measured at amortized cost |
||
| Carrying amount |
Carrying amount |
Market value |
||||
| Financial assets | 8,535 | 8,535 | 8,535 | 9,700 | ||
| Cash and cash equivalents | 98,710 | 98,710 | 98,710 | 98,710 | ||
| Accounts receivable | 137,054 | 137,054 | 137,054 | 137,014 | ||
| Other assets | 11,854 | 1,984 | 9,870 | 199 | 9,671 | 9,567 |
| Financial liabilities | 440,497 | 440,497 | 440,497 | 420,501 | ||
| Trade accounts payable | 37,313 | 37,313 | 37,313 | 37,313 | ||
| Other liabilities | 74,405 | 10,160 | 64,245 | 11,281 | 52,964 | 52,473 |
| Carrying amount | ||
|---|---|---|
| 2013 | 2012 | |
| Measured at fair value through profit and loss | ||
| for trading purposes | 36 | 199 |
| designated instrument | ||
| Held-to-maturity financial investments | ||
| Loans and receivables | 279,202 | 245,463 |
| Available-for-sale financial assets | 705 | 735 |
| Financial instruments: ASSETS | 279,943 | 246,397 |
| Measured at fair value through profit and loss | ||
| for trading purposes | 9,919 | 11,281 |
| designated instrument | ||
| Financial liabilities measured at their residual carrying amounts | 604,509 | 525,494 |
| Financial instruments: equity and liabilities |
614,428 | 536,775 |
The available-for-sale financial instruments are long-term financial investments for which no pricing on an active market is available and the fair value of which cannot be reliably determined. These are accounted for at acquisition cost in accordance with IAS 39.46c.
The market values of derivatives at fair value through profit and loss were measured applying market-based valuation methods exclusively. These correspond to the level 2 procedures per IFRS 7.27.b. There are therefore no effects from the changeover of valuation methods in accordance with level 1 (quoted prices) or level 3 (valuation procedures without observable market data).
Related party disclosures primarily involve the ongoing remuneration of members of management in key positions, the Board of Management, and the Supervisory Board. Furthermore, there are consulting contracts and rental or leasing contracts in place with non-controlling shareholders or members of their families, and business relations with associated companies.
Changes in the circumstances materially different from those reflected in the 2012 annual financial statements are not to be reported in the Quartalsabschluss.
IFRS 5.34 requires adjustment of previous-year figures in accounting for discontinued operations; the changes per IAS 19 are shown retrospectively in accordance with IAS 8.19(b).
| Notes | Q1 2012* published |
IAS 8 | IFRS 5 | Q1 2012* comparable |
|
|---|---|---|---|---|---|
| Sales | 260,918 | 0 | -1,759 | 259,159 | |
| Other operating income | 4,109 | 0 | -14 | 4,095 | |
| Own work capitalized | 939 | 0 | 0 | 939 | |
| Change in inventories | 13,066 | 0 | -7 | 13,059 | |
| Cost of materials | -133,618 | 0 | 708 | -132,910 | |
| Personnel expenses | -75,469 | 53 | 705 | -74,711 | |
| Depreciation and amortization | -10,659 | 0 | 63 | -10,596 | |
| Other operating expenses | -35,248 | 0 | 343 | -34,905 | |
| Other financial result | 42 | 0 | -10 | 32 | |
| Operating result (EBIT) | 24,080 | 53 | 29 | 24,162 | |
| Interest income | 164 | 0 | 0 | 164 | |
| Interest expenses | -5,802 | 0 | 2 | -5,800 | |
| Net interest | -5,638 | 0 | 2 | -5,636 | |
| Earnings before taxes | 18,442 | 53 | 31 | 18,526 | |
| Taxes | -7,150 | -15 | -4 | -7,169 | |
| Earnings attributable to discontinued operations |
0 | 0 | -27 | -27 | |
| Earnings after taxes | 11,292 | 38 | 0 | 11,330 | |
| of which allocable to non-control ling shareholders |
1 | 0 | 0 | 1 | |
| of which allocable to INDUS share holders |
11,293 | 38 | 0 | 11,331 | |
| Earnings per share (undiluted) in EUR | [2] | 0.51 | 0.00 | 0.51 |
The table below provides an overview of the impact on affected items on the statement of financial position and statement of income after adjustments pursuant to IAS 19:
| cumulatively at end of quarter (in EUR '000) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Dec. 31, 2010 |
March 31, 2011 |
June 30, 2011 |
Sept. 30, 2011 |
Dec. 31, 2011 |
March 31, 2012 |
June 30, 2012 |
Sept. 30, 2012 |
Dec. 31, 2012 |
|
| Consolidated Statement of Financial Position |
|||||||||
| Provisions for pensions | 1,733 | -202 | -431 | 583 | 840 | 1,974 | 3,002 | 3,278 | 4,089 |
| Equity | -1,323 | 93 | 177 | -732 | -663 | -1,621 | -2,217 | -2,471 | -3,116 |
| Deferred tax assets | 499 | 0 | 0 | 168 | 242 | 641 | 865 | 944 | 1,178 |
| Deferred tax liabilities | 0 | 58 | 124 | 0 | 0 | 0 | 0 | 0 | 0 |
| Consolidated Statement of Income Operating result (EBIT) |
125 | 71 | 183 | 445 | 91 | 53 | 111 | 193 | 287 |
| Taxes | -36 | -21 | -53 | -128 | -26 | -15 | -32 | -56 | -83 |
| Earnings after taxes | 89 | 51 | 130 | 317 | 65 | 38 | 79 | 137 | 205 |
| Statement of Income and Accumulated Earnings |
|||||||||
| Actuarial gains and losses from pension provisions |
-1,858 | 1,863 | 1,981 | 705 | -1,055 | -1,438 | -2,273 | -2,631 | -4,592 |
| Thereof deferred taxes | 535 | -537 | -571 | -203 | 304 | 414 | 655 | 758 | 1,323 |
No events of material significance occurred after the end of 1. Quartals 2013.
The Board of Management of INDUS Holding AG approved this IFRS interim financial statement for publication on May 27, 2013.
Bergisch Gladbach, May 2013
The Board of Management
Jürgen Abromeit Dr. Johannes Schmidt Rudolf Weichert
Kölner Straße 32 51429 Bergisch Gladbach Postfach 10 03 53 51403 Bergisch Gladbach Phone: +49 (0)2204/40 00-0 Fax: +49 (0)2204/40 00-20 Internet: www.indus.de e-Mail: [email protected]
| June 24, 2013 | Annual Shareholders' Meeting 2013, Cologne | ||
|---|---|---|---|
| August 22, 2013 | Interim report H1 2013 | ||
| November 11-13, 2013 | German Equity Forum, Frankfurt/Main | ||
| November 21, 2013 | Interim report on the first three quarters 2013 |
| Responsible menber of the Management Board: | Publisher: | |
|---|---|---|
| Jürgen Abromeit | INDUS Holding AG, Bergisch Gladbach | |
| Head of Public Relations & Investor Relations: | Concept/Design: | |
| Regina Wolter | Berichtsmanufaktur GmbH, Hamburg | |
| Phone: | +49 (0)2204/40 00-70 | |
| Fax: | +49 (0)2204/40 00-20 | Photos: |
| e-Mail: | [email protected] | Cover: BUDDE Group |
| p. 4: Catrin Moritz, Essen |
This interim report is also available in German. Only the German version of the interim report is legally binding.
Disclaimer: This interim report contains forward-looking statements based on assumptions and estimates made by the Board of Management of INDUS Holding AG. Although the Board of Management is of the opinion that these assumptions and estimates are accurate, they are subject to certain risks and uncertainty. Actual future results may deviate substantially from these assumptions and estimates due to a variety of factors. These factors include changes in the general economic situation, the business, economic and competitive situation, foreign exchange and interest rates, and the legal setting. INDUS Holding AG shall not be held liable for the future development and actual future results being in line with the assumptions and estimates included in this interim report. Assumptions and estimates made in this interim report will not be updated.
www.indus.de
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