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InTiCa Systems AG

Quarterly Report Nov 19, 2015

229_10-q_2015-11-19_8cb4e08c-ef9e-4432-8ebb-3edc85a46763.pdf

Quarterly Report

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Technologies for growth markets!

9M INTERIM REPORT 2015

9M 2015 in figures

The Group Q3 2014
EUR ´000
Q3 2015
EUR ´000
9M 2014
EUR ´000
9M 2015
EUR ´000
Change
vs. 9M 2014
Sales 10,975 10,864 30,655 33,471 +9.2%
Net margin (net result for the period) 1.9% 0.1% 2.0% 1.2% -
EBITDA 1,483 1,282 4,278 4,144 -3.1%
EBIT 351 143 990 808 -18.4%
EBT 259 26 695 483 -30.5%
Net loss for the period 203 11 612 407 -33.5%
Earnings per share (diluted/basic in EUR) 0.05 0.00 0.14 0.09 -33.5%
Total cash flow -476 -2,671 -4,838 -8,083 -
Net cash flow for operating activities 1,126 263 463 1,471 +217.7%
Capital expenditure 955 1,750 3,986 7,158 +79.6%
Sep 30,
2014
EUR ´000
Dec 31,
2014
EUR ´000
Sep 30,
2015
EUR ´000
Change
vs. Dec 31,
2014
Total assets 36,400 34,763 39,442 +13.5%
Equity 19,176 15,998 16,568 +3.6%
Equity ratio 53% 46% 42% -
Number of employees (on the reporting date) 471 507 516 +1.8%
The Stock 9M 2014 2014 9M 2015
Closing price (in EUR) 4.31 4.12 4.85
Period high (in EUR) 6.00 6.00 5.50
Period low (in EUR) 3.86 3.86 3.87
Market capitalisation at end of period (in EUR million) 18.48 17.66 20.79
Number of shares 4,287,000 4,287,000 4,287,000

The stock prices are closing prices on XETRA.

InTiCa Systems in the first nine months of 2015 4
Foreword by the Board of Directors 4
The Stock 6
InTiCa Systems Stock 6
Key data, Share Price Performance & Shareholder Structure 7
Interim Management Report of the Group 8
Economic report 8
Earnings, Asset and Financial Position 9
Risks and Opportunities 10
Events After the End of the Reporting Period 10
Outlook 10
Consolidated Interim Financial Statements 12
Consolidated Balance Sheet 13
Consolidated Statement of P&L and Comprehensive Income 15
Consolidated Cash Flow Statement 16
Consolidated Statement of Changes in Equity 17
Notes to the Consolidated Interim Financial Statements 18
Segment Report 19
Other Information 20
Responsibility Statement 21
Financial Calendar 22

Dear shareholders, employees and business associates,

In recent weeks the good sentiment in the automotive industry, where all three major markets – Europe, the USA and China - registered strong growth in the reporting period, has been overshadowed by the Volkswagen scandal, especially in Germany. InTiCa Systems is not directly affected and so far it has not suffered any adverse effects from this scandal. However, it is not clear how the situation will develop in the fourth quarter of 2015 and in 2016. In the medium term, InTiCa Systems' developments for the electrification and hybridization of vehicles should pay off. By developing innovative new products for our customers and continuously raising our own value added, we are extending our systems competence and bringing about a lasting reduction in our dependency.

One pleasing result is that revenues from our automotive operations rose by around 35 percent in the first nine months of this year. The pace of growth in the third quarter did not quite match the extremely high momentum of the first six months as pent-up demand is no longer having an impact. Our Industrial Electronics segment is still suffering from the market weakness of the solar industry, the fallout from the insolvency of a major customer and tougher competition in the market for suppliers of transmission technology. In addition, the customer has postponed the new order for our Industrial Electronics segment reported in our interim report on the first six months to the second half of 2016.

Our overall performance in the first nine months was positive. Sales revenues totalled EUR 33.5 million in the reporting period, nearly 10 percent more than in the prioryear period (9M 2014: EUR 30.7 million). The operating result (EBIT) was EUR 0.8 million at the end of the first nine months (9M 2014: EUR 1.0 million), giving an EBIT margin of 2.4% (9M 2014: 3.2%). Overall, we can report strong revenue growth and a return to profit.

Through investments to extend our production space and equipment, the ongoing alignment of the Prachatice production site to lean principles, the opening of our new technology and training centre, and the progress of our plans for an international production site, we have paved the way to deliver on our slogan "Technology for growth markets" in the future. In the light of this, we have adjusted our financing and arranged an additional liquidity buffer with our long-standing banking partners to ensure that we are independent of cyclical fluctuations despite high capital spending.

We are therefore confident about the future and look forward to shaping the successful development of InTiCa Systems AG with our first-rate employees and in trusting collaboration with our customers, business associates and shareholders.

Passau, November 2015 Yours,

Spokesman for the Member of the Board of Directors Board of Directors

Dr. Gregor Wasle Günther Kneidinger

InTiCa Systems' share price performance1)

Having traded in a stable range of between EUR 4.00 and EUR 4.50 for much of last year, shares in InTiCa Systems AG continued their sideways movement at the start of 2015. The shares started the year at EUR 4.22, and remained between EUR 3.85 to EUR 4.40 in Xetra trading until mid-May. Following publication of the quarterly report for the first three months, which showed considerable sales growth and a return to profit, there was a sharp rise in the share price. By the end of May, shares in InTiCa Systems had risen to EUR 4.95 and the upward trend subsequently continued, with the price topping EUR 5 in mid-June and rising to a high for the period of EUR 5.50 on July 16, 2015. After that, the share price dropped somewhat in parallel with the general market weakness and ended the third quarter at EUR 4.85 in Xetra trading on September 30, 2015. The closing price on November 10, 2015 was EUR 4.95. That was a rise of 17.3 percent year-to-date and brought market capitalization to EUR 21.2 million.

In the first nine months of 2015, we provided timely information for our shareholders and the general public on current business trends, specific events and the company's prospects. As in the past, this year's press conference to mark the publication of the annual report for 2014 attracted considerable interest from analysts and investors. The presentation and speech given at the press conference can be accessed on the company's homepage at Investor Relations/Capital Market Conferences. The presentation and address given at this year's Annual General Meeting in Passau on July 17, 2015 are also available there. At the meeting, shareholders were given information on fiscal 2014 and the present situation at InTiCa Systems AG.

1) Price data based on Xetra, source: Bloomberg

The Board of Directors also plans to give a presentation for investors, analysts and financial journalists at this year's Munich Capital Markets Conference (MKK). MKK is the biggest capital market conference in southern Germany and will be held on December 8-9, 2015.

Key Data on the stock

ISIN DE0005874846
WKN 587484
Stock exchange symbol IS7
Trading segment Regulated Market
Transparency standard Prime Standard
Designated Sponsor BankM - biw AG
Research Coverage SMC Research
Number of shares 4,287,000
Listed XETRA®
, Frankfurt,
Hamburg, Berlin,
Munich, Stuttgart, Düs
seldorf

Shareholder structure

Thorsten Wagner over 25%
Dr. Dr. Axel Diekmann over 20%
bcm Invest GmbH over 5%
Tom Hiss over 5%
Dr. Paul und Maria Grohs over 3%
InTiCa Systems AG 1.5%
Management less than 1%
as of November 15, 2015

Directors' Dealings in Q3

Date Reporting person Board Buy/Sale Amount Price in EUR Volume in EUR Exchange
none

for the period from January 1 to September 30, 2015

Economic report

General economic conditions

In their Joint Economic Forecast in autumn 2015, the leading German economic research institutes reported that the economy was stable. In the first three quarters of the year, the GDP growth rate was roughly in line with production potential, so the experts assume modest growth of 1.8 percent for 2015 as a whole. The upswing is driven mainly by consumer spending, a trend that should continue in the future although the positive effect of the lower oil price on real incomes will gradually decline.

Similarly, the favourable impact of the depreciation of the euro on German exports is gradually diminishing. This is compounded by only moderate growth in the global economy, which is suffering, in particular, from the ongoing problems in China and other emerging markets. In its World Economic Outlook update in October, the International Monetary Fund (IMF) therefore reduced its forecast for global economic growth from 3.3 percent to 3.1 percent and the Joint Economic Forecast by the German economic experts published in the autumn assumes that global output will rise by just 2.6 percent this year. They also predict that world trade will rise by only 1.2 percent in 2015.

By contrast, the situation is far more favourable in the automotive industry, which is the most important market for InTiCa Systems AG. According to the German Automotive Industry Association (VDA), the sector is still growing, although momentum is slowing slightly. Growth in the reporting period was driven by the three largest markets: Western Europe reported strong growth of nearly 9%, the US market grew by more than 5% and in China the market expanded by just under 5%. The German car market also posted growth in the reporting period. The VDA reports that new car registrations increased by 6 percent to 2.4 million in the first nine months of the year. The growth rates for exports (+3 percent) and production (+2 percent) were slightly lower, but nevertheless underscore the growth trend in this sector.

Compared with the situation at the end of the first six months, the market for electrical and electronic products improved. While price-adjusted sector output continued to decline slightly between January and May, the latest economic barometer published by the German Electrical and Electronic Manufacturers' Association (ZVEI) shows a slight increase of 0.3 percent between January and August. In addition, companies in the sector have raised their production plans: in September 20 percent of companies intended to raise net output over the coming three months while only 7 percent were planning to reduce output. However, this did not prevent a further deterioration in the present business climate and expectations for the next six months. In September, the number of companies with positive expectations was only 8 percentage points higher than those with negative expectations.

Major events in the reporting period

Combination of the Industrial Electronics and Communication Technology segments

With the agreement of the Supervisory Board, the Board of Directors decided to combine the Industrial Electronics and Communication Technology segments from the start of 2015. This decision was based on sustained market, customer and corporate trends. It also correlates with the principles of simplifying and focusing the company. The established products from the Communication Technology segment are now part of the Industrial Electronics segment. This change was first applied in the report on the first quarter of 2015.

Annual General Meeting 2015 - Re-election of the Supervisory Board

The agenda for the Annual General Meeting in Passau, Germany, on July 17, 2015 included routine elections to the Supervisory Board. The shareholders accepted the proposal put forward by the Supervisory Board and re-elected the previous members. At the constitutive meeting following the Annual General Meeting, Mr. Udo Zimmer was elected as the new Chairman of the Supervisory Board. The new Deputy Chairman is Mr. Werner Paletschek.

Earnings, asset and financial position

Business performance in the first nine months of 2015 was clearly above the previous year with revenue of around EUR 33.5 million (9M 2014: EUR 30.7 million). The positive development of the Automotive Technology segment, where revenue rose 34.7%, more than offset the decline in the restructured Industrial Electronics segment. InTiCa Systems' earnings are still on track: at the end of the first nine months EBITDA was EUR 4.1 million, which was around the prioryear level (9M 2014: EUR 4.3 million). While the ratio of material costs to total output was reduced slightly, the personnel expense ratio increased as a result of the rise in headcount. EBIT was EUR 0.8 million in the reporting period, compared with EUR 1.0 million in the first nine months of 2014. The EBIT margin was 2.4% (9M 2014: 3.2%). Net income was EUR 0.4 million at the end of the first nine months (9M 2014: EUR 0.6 million).

The operating cash flow was clearly positive at EUR 1.5 million in the first nine months (9M 2014: EUR 0.5 million). This was principally due to the slower rise in receivables and inventories, while trade payables declined slightly in the reporting period. Overall, InTiCa Systems AG registered a cash outflow of around EUR 8.1 million in the reporting period (9M 2014: outflow of EUR 5.0 million) due to far higher capital expenditure for property, plant and equipment, mainly for the Automotive Technology segment, and repayment instalments on loans and leasing. The equity ratio declined to 42% in the reporting period (December 31, 2014: 46%).

Earnings position

In view of the continued dynamic growth in the Automotive Technology segment, Group revenue increased by around 9.2% year-on-year to EUR 33.5 million (9M 2014: EUR 30.7 million). The Automotive Technology segment grew sales 34.7% to EUR 27.3 million (9M 2014: EUR 20.2 million), while revenue from the restructured Industrial Electronics segment, which has included the former Communication Technology segment since the start of this year, fell 40.4% to EUR 6.2 million.

While the ratio of material costs to total output dropped slightly year-on-year to 58.0% (9M 2014: 58.2%), the personnel expense ratio increased from 18.1% to 19.8% as a result of an increase in the number of employees. As a consequence of higher transport costs in the Automotive Technology segment and consultancy expenses in connection with the introduction of modern lean production principles, other expenses increased from EUR 3.6 million in the prior-year period to EUR 4.3 million. The other operating expenses include expenses of EUR 0.3 million (9M 2014: EUR 0.3 million) for agency staff at the Prachatice site.

Depreciation and amortization of property, plant and equipment and intangible assets was constant at EUR 3.3 million, as in the previous year. Spending on research and development was around EUR 1.7 million, a slight increase compared with the prior-year period (9M 2014: EUR 1.6 million). Development work focused principally on the Automotive Technology segment.

In all, EBITDA contracted by 3.1% to EUR 4.1 million in the first nine months of 2015 (9M 2014: EUR 4.3 million). Given the concurrent sales growth, the EBITDA margin also declined in the reporting period, dropping from 14.0% to 12.4%. The picture was similar for EBIT: Group EBIT declined from EUR 1.0 million to EUR 0.8 million, resulting in a year-on-year drop in the EBIT margin from 3.2% to 2.4%. In the Automotive Technology segment EBIT increased to EUR 1.6 million in the first nine months of 2015 (9M 2014: EUR 1.3 million) but in the restructured Industrial Electronics segment it remained negative at minus EUR 0.8 million (9M 2014: minus 0.3 million).

The financial result was minus EUR 0.3 million, as in the prior-year period, and tax expense was also unchanged. Group net income was therefore EUR 0.4 million at the end of the first nine months, down from EUR 0.6 million in the first nine months of 2014. Earnings per share were EUR 0.09 (9M 2014: EUR 0.14).

As a result of currency translation gains of EUR 163 thousand (9M 2014: losses of EUR 23 thousand) from the translation of foreign business operations, comprehensive income was EUR 0.57 million in the first nine months of 2015, compared with EUR 0.59 million in the first nine months of 2014.

Non-current assets

Capital expenditure increased property, plant and equipment to EUR 18.6 million in the reporting period (December 31, 2014: EUR 14.4 million). By contrast, there was a slight reduction in intangible assets and deferred tax assets to EUR 4.3 million and EUR 1.3 million respectively (December 31, 2014: EUR 4.5 million and EUR 1.5 million respectively) owing to depreciation and amortization. Overall, non-current assets increased significantly to EUR 24.2 million as of September 30, 2015 (December 31, 2014: EUR 20.3 million).

Current assets

Current assets increased to EUR 15.2 million as of September 30, 2015 (December 31, 2014: EUR 14.5 million). In particular, trade receivables increased from EUR 6.5 million to EUR 7.9 million in the reporting period and inventories rose from EUR 6.7 million to EUR 7.1 million. By contrast, cash and cash equivalents declined to EUR 0.1 million (December 31, 2014: EUR 1.1 million).

Liabilities

Current liabilities increased significantly to EUR 16.2 million in the first nine months of 2015 (December 31, 2014: EUR 9.8 million). Current liabilities to banks rose from EUR 5.0 million to EUR 12.1 million, while trade payables fell from EUR 3.0 million to EUR 2.5 million.

Non-current liabilities decreased from EUR 9.0 million to EUR 6.7 million in the reporting period as non-current liabilities to banks were reduced from EUR 7.6 million to EUR 5.3 million. Deferred taxes were unchanged from December 31, 2014 at EUR 1.4 million.

Equity

Equity totalled EUR 16.6 million on September 30, 2015 (December 31, 2014: EUR 16.0 million). The slight rise in the reporting period was attributable to a reduction in negative items in profit reserves and currency translation reserves due to the profit for the period and currency translation gains. The capital stock of EUR 4.3 million, treasury stock of EUR 64 thousand and the general capital reserve of EUR 15.4 million were constant in the reporting period. Total equity and liabilities increased to EUR 39.4 million at the end of the third quarter (December 31, 2014: EUR 34.8 million) and the equity ratio therefore dropped from 46% to 42%.

Liquidity and cash flow statement

The net cash flow from operating activities increased to EUR 1.5 million in the reporting period (9M 2014: EUR 0.5 million). The rise in trade receivables and inventories was far lower than in the first nine months of 2014, so it more than offset the decline in trade payables. Excluding interest payments, the cash flow for operating activities was EUR 1.8 million (9M 2014: EUR 0.8 million).

The net cash outflow for investing activities increased to EUR 7.2 million in the first nine months (9M 2014: outflow of EUR 4.0 million). Capital expenditure for intangible assets decreased slightly from EUR 1.0 million to EUR 0.9 million while capital expenditure on property, plant and equipment increased substantially from EUR 3.0 million to EUR 6.3 million. The capital expenditures for property, plant and equipment mainly related to expansion and modernization of production facilities for the Automotive Technology segment. Overall, the company plans to invest around EUR 7.1 million in 2015 to raise capacity, mainly in the Automotive Technology segment.

The net cash outflow for financing activities was EUR 2.4 million in the reporting period (9M 2014: outflow of EUR 1.3 million). The cash outflows in the reporting period included EUR 2.3 million for loan repayments (9M 2014: EUR 1.3 million) and EUR 94 thousand for leasing expense (9M 2014: EUR 65 thousand).

Cash and cash equivalents (less overdrafts) were minus EUR 9.4 million as of September 30, 2015 (September 30, 2014: minus EUR 4.4 million). In the reporting period InTiCa Systems AG had assured credit facilities which could be drawn at any time totalling EUR 9.6 million. In October and November these credit facilities were increased by EUR 5.3 million to EUR 14.9 million.

Employees

The headcount increased significantly to 516 on September 30, 2015, including 34 agency staff (September 30, 2014: 471, including 43 agency staff). On average, the Group had 521 employees in the reporting period (9M 2014: 464; including agency staff in both cases).

Risks and opportunities

The management report in the annual report for 2014 provides full details of risk factors that could affect the business performance of InTiCa Systems in section 4 "Risk management and risk report", while business potential is discussed in section 5 "Opportunities". There was no material change in the risk/opportunity profile of InTiCa Systems AG in the reporting period.

Events after the end of the reporting period

No material events have occurred since the reporting date on September 30, 2015.

Outlook

The development of sales and earnings in the first nine months was in line with the Board of Directors' expectations. The Automotive Technology segment will remain InTiCa Systems' main driving force in 2015, supported by capital expenditures to raise capacity that have already been undertaken or are currently planned, and the segment will make a perceptible contribution to securing sales growth. Due to the fallout from the insolvency of a major customer, tougher competition from suppliers of transmission technology, and the postponement of an order from an international customer in the Industrial Electronics segment, this segment is unlikely to match the previous year's performance.

Overall, the Board of Directors believes that InTiCa Systems AG will continue to develop positively in line with its corporate objectives both in 2015 and in 2016. Orders on hand in the Automotive Technology segment increased from EUR 32 million in the previous year to EUR 34 million. Taking into account the influences on the Industrial Electronics segment discussed above, orders on hand on September 30, 2015 totalled around EUR 38 million, slightly below the very high level in the prior-year period (9M 2014: EUR 42 million).

However, sales and earnings will be monitored closely in the fourth quarter of 2015 due to the following exceptional factors. Firstly, a major customer in the automotive sector has cut its forecast for outstanding order call-offs in the fourth quarter of 2015. Since the forecast for the first half of 2016 has been confirmed, this effect should be confined to the fourth quarter of 2015. Secondly, the company is confronted with a customer complaint that could result in a considerable increase in quality costs for a limited period.

The lean project introduced in the first half of 2015 is starting to have a positive effect. In the first months after its launch, thorough analyses were undertaken and the necessary measures were defined. Implementation is now in full swing. From the present viewpoint, it appears that these tasks will continue at least into the first half of 2016, resulting in

expenses above the level in the adopted budget.

Assuming that impact of the exceptional factors outlined above on revenue and earnings is not unexpectedly high in the fourth quarter of 2015, from the present perspective the Board of Directors assumes that the company will report a further rise in Group revenue to around EUR 44 million in 2015 as a whole, together with a positive operating result.

Consolidated interim financial statements in accordance with IFRS

The unaudited consolidated interim financial statements for InTiCa Systems AG and its subsidiary as of September 30, 2015 have been drawn up in accordance with the International Financial Reporting Standards (IFRS), as applicable for use in the European Union, and the supplementary commercial law regulations set out in sec. 315a paragraph 1 of the German Commercial Code (HGB). No audit review has been conducted of the consolidated interim financial statements.

Forward-looking Statements and Predictions

This interim report contains statements and forecasts referring to the future development of InTiCa Systems AG, which are based on current assumptions and estimates by the management that are made using information currently available to them. If the underlying assumptions do not materialize, the actual figures may differ substantially from such estimates. Future performance and developments depend on a wide variety of factors which contain a number of risks and unforeseeable factors and are based on assumptions that may prove incorrect. We neither intend nor assume any obligation to update forward-looking statements on an ongoing basis as these are based exclusively on the circumstances prevailing on the date of publication.

Consolidated Interim Financial Statements

for the period from January 1 to September 30, 2015

Consolidated Balance Sheet

of InTiCa Systems AG in accordance with IFRS as of September 30, 2015

Assets Sep 30, 2015
EUR ´000
Dec 31, 2014
EUR ´000
Non-current assets
Intangible assets 4,298 4,451
Property, plant and equipment 18,576 14,383
Deferred taxes 1,335 1,455
Total non-current assets 24,209 20,289
Current assets
Inventories 7,138 6,723
Trade receivables 7,853 6,509
Tax assets 1 2
Other financial assets 26 20
Other current receivables 132 156
Cash and cash equivalents 83 1,064
Total current assets 15,233 14,474
Total assets 39,442 34,763
Equity and liabilities Sep 30, 2015
EUR ´000
Dec 31, 2014
EUR ´000
Equity
Capital stock 4,287 4,287
Treasury stock -64 -64
General capital reserve 15,389 15,389
Profit reserve -1,489 -1,896
Currency translation reserve -1,555 -1,718
Total equity 16,568 15,998
Non-current liabilities
Interest-bearing non-current liabilities 5,281 7,584
Deferred taxes 1,380 1,424
Total non-current liabilities 6,661 9,008
Current liabilities
Other current provisions 1,104 1,244
Interest-bearing current financial liabilities 12,095 5,045
Trade payables 2,466 3,024
Other financial liabilities 285 232
Other current liabilities 263 212
Total current liabilities 16,213 9,757
Total equity and liabilities 39,442 34,763
Equity ratio 42% 46%

Consolidated Statement of Profit and Loss and other Comprehensive Income

of InTiCa Systems AG in accordance with IFRS for the period from January 1 to September 30, 2015

Q3 2015
TEUR
Q3 2014
TEUR
9M 2015
TEUR
9M 2014
TEUR
Change
2015 vs. 2014
Sales 10,864 10,975 33,471 30,655 +9.2%
Other operating income 111 86 425 165 +157.6%
Changes in finished goods and work in process -102 230 628 247 +154.3%
Other own costs capitalized 270 295 810 910 -11.0%
Material expense 6,203 6,954 20,238 18,519 +9.3%
Personnel expense 2,260 1,883 6,638 5,539 +19.8%
Depreciation and amortization 1,139 1,132 3,336 3,288 +1.5%
Other expenses 1,398 1,266 4,314 3,641 +18.5%
Operating profit (EBIT) 143 351 808 990 -18.4%
Cost of financing 117 92 325 295 +10.2%
Other financial income 0 0 0 0 -
Profit before taxes 26 259 483 695 -30.5%
Income taxes 15 56 76 83 -8.4%
Net profit for the period 11 203 407 612 -33.5%
Other comprehensive income
Exchange differences from translating foreign business operations 12 -13 163 -23 -
Other comprehensive income, after taxes 12 -13 163 -23 -
Total comprehensive income for the period 23 190 570 589 -3.2%
Earnings per share (diluted/basic in EUR) 0.00 0.05 0.09 0.14 -33.5%
EBITDA 1,282 1,483 4,144 4,278 -3.1%

Consolidated Cash Flow Statement

of InTiCa Systems AG in accordance with IFRS for the period from January 1 to September 30, 2015

Jan 1 - Sep 30, 2015
EUR ´000
Jan 1 - Sep 30, 2014
EUR ´000
Cash flow from operating activities
Net profit for the period 407 612
Income tax expenditures / receipts 76 83
Cash outflow for borrowing costs 325 295
Income from financial investments 0 0
Depreciation and amortization of non-current assets 3,336 3,288
Other non-cash transactions
Net currency gains/losses -13 11
Increase/decrease in assets not attributable to financing or investing activities
Inventories
Trade receivables
Other assets
-415
-1,345
18
-1,660
-2,712
-118
Increase/decrease in liabilities not attributable to financing or investing activities
Other current provisions
Trade payables
Other liabilities
-139
-558
101
14
925
47
Cash flow from operating activities 1,793 785
Cash outflow for income taxes 1 -1
Cash outflow for interest payments -323 -321
Net cash flow from operating activities 1,471 463
Cash flow from investing activities
Cash inflow from interest payments 0 3
Cash outflow for intangible assets -875 -1,018
Cash outflow for property, plant and equipment -6,283 -2,971
Net cash flow from investing activities -7,158 -3,986
Cash flow from financing activities
Cash outflow for loan repayment installments -2,302 -1,250
Cash outflow for liabilities under finance leases -94 -65
Net cash flow from financing activities -2,396 -1,315
Total cash flow -8,083 -4,838
Cash and cash equivalents at start of period -1,232 404
Impact of changes in exchange rates on cash and cash equivalents held in foreign currencies -42 0
Cash and cash equivalents at end of period -9,357 -4,434

Consolidated Statement of Changes in Equity

of InTiCa Systems AG in accordance with IFRS for the period from January 1 to September 30, 2015

Capital stock
EUR ´000
Treasury
stock
EUR ´000
Paid-in
capital
EUR ´000
Retained
earnings
EUR ´000
Currency trans
lation reserve
EUR ´000
Total equity
EUR ´000
As of January 1, 2014 4,287 -64 15,389 534 -1,558 18,588
Net result for 9M 2014 0 0 0 612 0 612
Other comprehensive income, after taxes
9M 2014
0 0 0 0 -23 -23
Total comprehensive income for 9M 2014 0 0 0 612 -23 589
As of September 30, 2014 4,287 -64 15,389 1,146 -1,581 19,177
As of January 1, 2015 4,287 -64 15,389 -1,896 -1,718 15,998
Net result 9M 2015 0 0 0 407 0 407
Other comprehensive income, after taxes
9M 2015
0 0 0 0 163 163
Total comprehensive income for 9M 2015 0 0 0 407 163 570
As of September 30, 2015 4,287 -64 15,389 -1,489 -1,555 16,568

Consolidated Interim Financial Statements Notes to the

for the period from January 1 to September 30, 2015

Accounting based on the International Financial Reporting Standards (IFRS)

The consolidated interim financial statements of InTiCa Systems AG as of September 30, 2015, prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting", use the same accounting policies and valuation methods as the consolidated financial statements for fiscal 2014, which were drawn up in accordance with the International Financial Reporting Standards valid as of the reporting date, as applicable for use in the European Union, and the relevant Interpretations. The consolidated interim financial statements cover the nine months to September 30, 2015. Comparative data refer to the consolidated financial statements as of December 31, 2014 or the consolidated interim financial statements as of September 30, 2014. The consolidated interim financial statements do not contain all information that would be required for a full set of annual financial statements. A detailed overview of the accounting and valuation principles applied can be found in the notes to the consolidated financial statements in the annual report for 2014. This is available at Investor Relations/Publications on the company's website at http://www.intica-systems.de.

The currency used to prepare the consolidated interim financial statements is the euro (EUR). Amounts are stated in thousands of euros (EUR '000), except where otherwise indicated.

Scope of consolidation

There has been no change in the scope of consolidation of InTiCa Systems AG compared with fiscal 2014. Alongside the parent company in Passau, Germany, only InTiCa Systems s.r.o. of Prachatice, Czech Republic, is included in the consolidated interim financial statements. The parent company has a stake of 100% in this subsidiary. The interim financial statements of the consolidated companies are prepared as of the reporting date for the consolidated interim financial statements.

Currency translation

When preparing the financial statements for each individual Group company, business transactions in currencies other than the functional currency of that company (foreign currencies) are translated at the exchange rates applicable on the transaction date.

When preparing the consolidated interim financial statements, the assets and liabilities of the Group's foreign business operations are translated into euros (EUR) at the exchange rate applicable on the reporting date. Income and expenses are translated using the average exchange rate for the fiscal year. The following exchange rates were used for the consolidated financial statements:

Closing rates
Sep 30, 2015 Dec 31, 2014 Sep 30, 2014
EUR 1 EUR 1 EUR 1
Czech Republic CZK 27.180 CZK 27.725 CZK 27.500
USA USD 1.122 USD 1.216 USD 1.259
Average rates
Sep 30, 2015 Dec 31, 2014 Sep 30, 2014
EUR 1 EUR 1 EUR 1
Czech Republic CZK 27.357 CZK 27.533 CZK 27.504
USA USD 1.115 USD 1.329 USD 1.355

Segment report as of September 30, 2015 Segment sales and segment earnings

Segment Automotive Technology Industrial Electronics Total
in EUR ´000 9M 2015 9M 2014 9M 2015 9M 2014 9M 2015 9M 2014
Sales 27,268 20,241 6,204 10,414 33,471 30,655
EBIT 1,576 1,327 -768 -337 808 990
Key financial figures 9M 2015
EUR ´000 or %
9M 2014
EUR ´000 or %
Change
2015 vs. 2014
EBITDA 4,144 4,278 -3.1%
Net margin 1.2% 2.0%
Pre-tax margin 1.4% 2.3%
Material cost ratio (in terms of total output) 58.0% 58.2%
Personnel cost ratio 19.8% 18.1%
EBIT margin 2.4% 3.2%
Gross profit margin 41.4% 40.4%

Segment information

With the agreement of the Supervisory Board, the Board of Directors resolved to combine the Industrial Electronics and Communication Technology segments from the start of 2015. This decision was based on sustained market, customer and corporate trends. It also correlates with the principles of simplifying and focusing the company. The established products of the Communication Technology segment remain available from the Industrial Electronics segment.

The notes to the consolidated financial statements in the annual report for 2014 contain a detailed overview of the assets allocated to each segment. Taking into account the combination of the Industrial Electronics and Communication Technology segments explained above, there has not been any material change in the assets allocated to the segments since December 31, 2014.

Consolidated Income statement

Group sales revenues rose to EUR 33,471 thousand in the first nine months of 2015, up from EUR 30,655 thousand in the prior-year period. The Automotive Technology segment contributed the highest share of the revenue growth, while the Industrial Electronics segment reported a drop in revenue. EBITDA declined slightly from EUR 4,278 thousand to EUR 4,144 thousand. Comprehensive income was EUR 570 thousand in the reporting period, compared with EUR 589 thousand in the prior-year period.

Consolidated balance sheet and cash flow statement

The capital stock of InTiCa Systems AG is EUR 4,287,000 and is divided into 4,287,000 no-par bearer shares with a theoretical pro rata share of the capital stock of EUR 1.00 per share. InTiCa Systems' equity ratio of around 42% as of September 30, 2015 (December 31, 2014: 46%) shows that the company is still soundly financed.

The net cash flow for operating activities was EUR 1,471 thousand in the first nine months of 2015 (9M 2014: EUR 463 thousand). The total cash outflow in the reporting period was EUR 8,083 thousand (9M 2014: outflow of EUR 4,838 thousand). Cash and cash equivalents therefore declined from minus EUR 1,232 thousand as of December 31, 2014 to minus EUR 9,357 thousand as of September 30, 2015. Further, other current liabilities to banks increased to EUR 12,095 thousand in the reporting period (December 31, 2014: EUR 5,045 thousand). At the same time, trade receivables increased from EUR 6,509 thousand to EUR 7,853 thousand, while trade payables dropped to EUR 2,466 thousand (December 31, 2014: EUR 3,024 thousand).

Events after the reporting date

Material events after the reporting date (September 30, 2015) are outlined in the section on events after the reporting period in the management report.

German Corporate Governanace Code and declaration of conformance

In compliance with sec. 161 of the German Companies Act (AktG), the Board of Directors and Supervisory Board have made their current declaration of conformity with the German Corporate Governance Code and the declaration on corporate management pursuant to sec. 289a of the German Commercial Code (HGB) available permanently to shareholders on the company's website at http://www.intica-systems.de, Investor Relations/Corporate Governance.

Related party transactions

No material transactions were conducted with related parties in the reporting period.

Other information

The capital stock of InTiCa Systems AG is EUR 4,287,000 and is divided into 4,287,000 no-par bearer shares, which constitute a theoretical pro rata share of the capital stock of EUR 1.00 per share. All shares have the same voting rights and dividend claims. The only exceptions are shares held by the company (treasury shares), which do not confer any rights on the company. The rights and obligations of the shareholders are set out in detail in the German Companies Act (AktG), in particular in sec. 12, sec. 53a et seq., sec. 118 et seq. and sec. 186.

Restrictions on the voting rights of shares could result from statutory provisions (sec. 71b and sec. 136 AktG). The Board of Directors is not aware of any other restrictions on the exercise of voting rights or the transfer of shares.

Under the provisions of German securities trading legislation, every investor whose proportion of the voting rights in the company reaches, exceeds or falls below certain thresholds as a result of the purchase or sale of shares or in any other way must notify the company and the Federal Financial Supervisory Authority (BaFin) thereof. The lowest threshold for such disclosures is 3%. Mr. Thorsten Wagner (Germany) and Dr. Diekmann (Germany) have direct and indirect interests in the company's capital exceeding 10% of the voting rights.

There are no shares in InTiCa Systems AG with special rights according rights of control.

InTiCa Systems AG has not issued any shares that allow direct exercise of control rights.

The appointment and dismissal of members of the Board of Directors is governed by sec. 84 and sec. 85 of the German Companies Act (AktG) and sec. 5 of the articles of incorporation. Pursuant to the statutory provisions (sec. 179 paragraph 1 AktG) any amendment to the articles of incorporation requires a resolution of the General Meeting. Resolutions of the General Meeting are adopted on the basis of a simple majority vote except for amendments for which the German Companies Act stipulates a larger majority. Under sec. 8 paragraph 4 of the company's articles of incorporation, the Supervisory Board may make amendments to the articles of incorporation, providing these are merely editorial.

In addition, under sec. 3 paragraph 3 of the articles of incorporation, the Supervisory Board may alter the articles of incorporation in the event of a capital increase out of the authorized capital 2012/I to bring them into line with the extent of the capital increase and may make any other amendments associated with this provided that these are merely editorial.

Under sec. 3 paragraph 3 of the articles of incorporation, the Board of Directors is authorized, until July 5, 2017, to increase the company's capital stock, with the consent of the Supervisory Board, by up to EUR 2,143,500.00 by issuing new shares for cash or contributions in kind in one or more tranches (authorized capital 2012/I). Further details are given in sec. 3 paragraph 3 of the company's articles of incorporation, which can be downloaded from the company's website at Company/Downloads.

On the basis of the resolution of the Annual General Meeting of May 29, 2008, the company was authorized, until November 28, 2009, to repurchase up to 10% of the capital stock of 428,700 shares at the date of the resolution. This resolution was used to purchase 263,889 shares in the company. As of September 30, 2015, InTiCa Systems still had treasury stock amounting to 64,430 shares (December 31, 2014: 64,430).

On the basis of a resolution adopted by the Annual General Meeting on July 6, 2012, the company is authorized, up to July 5, 2017, to purchase its own shares, in one or more tranches, up to a total of 10% of the capital stock at the time of adoption of this resolution or, if the capital stock is lower when this authorization is utilized, of the capital stock at the time when it is utilized. The company has not yet used this authorization.

InTiCa Systems has a EUR 5 million loan which gives the lender a right of termination in the event of a change in the borrower's shareholder or ownership structure such that the shareholders or owners relinquish control over the borrower during the term of the loan or a person or group of persons acting jointly acquire more than 50% of the voting rights and/ or more than 50% of the capital of the borrower, unless the prior consent of the lender is obtained.

In addition, the creditor of a EUR 2 million overdraft facility has an extraordinary right to terminate this facility. This right takes effect if one other person acquires at least 30% of the borrower's voting rights and the parties cannot reach agreement on new terms.

There are no compensation agreements with either members of the Board of Directors or employees relating to a takeover bid.

Responsibility Statement

(in accordance with sec. 37v paragraph 2 no. 3 WpHG)

"We hereby declare that, to the best of our knowledge and in accordance with the applicable reporting principles, the consolidated interim financial statements, prepared in accordance with the principles of proper book-keeping, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and that the interim management report for the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group."

Passau, November 18, 2015

The Board of Directors

Spokesman for the Member of the Board of Directors Board of Directors

Dr. Gregor Wasle Günther Kneidinger

Financial Calendar 2015

November 19, 2015 Publication of Interim Financial Statements for Q3 2015

December 8, 2015 Presentation at the "Münchner Kapitalmarktkonferenz 2015"

Headquarter:

InTiCa Systems AG Spitalhofstraße 94 94032 Passau Germany

Phone +49 (0) 851 96692-0 Fax +49 (0) 851 96692-15

www.intica-systems.de

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