Pyramid AG — Annual Report 2012

Jun 28, 2013

mic AG München

Balance Sheet as of December 31, 2012

Assets

						Liabilities
	EUR	as of 31.12.2011 EUR				as of 31.12.2011
A. Capital Assets			A. Shareholders' Equity		EUR	EUR
I. Intangible Assets Purchased Concessions, Industrial Property and similar			I. Subscribed Capital Stock		5.154.600.00	4.686.000,00
Rights and Assets, and Licenses in such Rights and Assets	14.759,00	0,00	- Conditional Capital: (Prior Year:	1.521.250,00 EUR 1.521.250,00 EUR )
II. Tangible Assets	14.759,00	0,00	II. Capital Reserve		9.015.725.37	8.144.129,37
Other Equipment, Factory and Office Equipment	31.140,00	33.598,00	III. Accumulated Profits		17.897.499,61	13.983.605,45
	31.140.00	33,598.00
III. Financial Assets					32.067.824,98	26.813.734.82
Shares in Afiiliated Companies 1.	29.001.102,75	19.817.094,40
2. Loans to Affiliated Companies	4.514.668.00	2.598.363.64	B. Accrued Liabilities
3. Participating Interests	2.416.541,75	2.116.541.75	1. Tax Accruals		0.00	17.516.92
Loans to Companies in which the Company 4. has a Participating Interest			2. Other Accruals		51.450,02	47.859,00
Securities 5.	347.061,72	138,496.72
Other Loans 6.	14.980,68 50.000.00	14.980.68			51.450,02	65.375,92
	36.344.354,90	50.000,00 24.735.477,19
	36.390.253,90	24.769.075,19
B. Current Assets			C. Liabilities
			1. Bank Loans and Overdrafts		0,00	48.714.83
I. Receivables and Other Assets			2. Trade payables		59.454.27	86.779.55
Trade Receivables 1.	25.682.77		3. Payables to Affiliated Companies		578.071,01	667.275.10
2. Receivables from Affiliated Companies	175.490.00	54.841.05 4.180.923,09	4. Payables to Companies in which the Company
Receivables from Companies in which the Company 3.			has a Participating Interest 5. Other Liablilites		241.071.00	0.00
has a Participating Interest	11.463,38	259,77			4.713.657.73	1.437.714,18
Other Assets 4 1	40.283,84	28.106.82
	252.919,99	4.264.130.73			5.592.254,01	2.240.483,66
II. Checks, Cash on Hand and Bank Balances	1.046.488,40	66.473,73
	1.299.408,39	4.330.604.46
C. Prepaid Expenses and Deferred Charges
	21.866,72	19.914.75
	37.711.529,01	29.119.594.40
					37.711.529.01	29.119.594.40

Liabilities

29.119.594,40

mic AG München

Income Statement for the Period from January 1, 2012 to December 31, 2012

	EUR	EUR	31.12.2011 EUR
1. Sales Revenues 2. Other Operating Income		6.302.346,70 66.088,86	7.224.228,98 112.091,73
of which Income from Currency
Conversion	22,06
(Prior Year:	0,00)
3. Material Costs
Book value of financial assets at time of disposal		525.504,26	2.223.743,70
4. Personnel Costs
a) Wages and Salaries		930.084,53	747.250,13
b) Social security, pension and other benefit
costs		121.359,35	99.720,15
5. Amortization and Depreciation of Tangible
Assets		15.256,54	11.387,77
6. Other Operating Expenses		958.217,07	929.272,95
of which Expenses from Currency
Conversion	6,97
(Prior Year:	1.195,79)
7. Income from other securities and loan
receivables		288.623,51	274.366,92
of which from affiliated companies	265.314,51
(Prior Year:	268.976,87)
8. Interest receivables and other income		182,33	165,37
9. Depreciation of financial assets and
marketable securities		2.987,39	0,00 81.859,07
10. Interest payable and similar expenses		240.989,20
- of which to affiliated companies	27.401,43
(Prior Year:	10.946,84)	3.862.843,06	3.517.619,23
11. Result of ordinary activities
12. Extraordinary Income		52.496,10	0,00
13. Other taxes		1.445,00	1.176,00
14. Annual Net Profit		3.913.894,16	3.516.443,23
15. Accumulated Income from Previous Year		13.983.605,45	10.467.162,22
		17.897.499,61	13.983.605,45
16. Accumulated Profits

General Comments

These annual financial statements were prepared in accordance with sections 242 et seq. and 264 et seq. HGB (Handelsgesetzbuch - German Commercial Code) and in accordance with the relevant provisions of the AktG (Aktiengesetz - Public Companies Act) and the Constitution. The applicable provisions are those for companies limited by shares. As the company is listed on the open market and the open market is not an organised market within the meaning of § 2 para. 5 WpHG (Wertpapierhandelsgesetz - German Securities Trading Act), mic AG is to be classified as a small company limited by shares. In the preparation of the explanatory notes, use was made in part of the relief provided under §§ 274a, 288 HGB for small companies limited by shares. The profit and loss statement is structured in accordance with the aggregate cost method.

Recording and Evaluation Methodologies

The following recording and evaluation methodologies were once again employed in the preparation of the annual financial statements.

Acquired intangible assets that form part of the capital assets are recorded at their acquisition cost or cost of production and are depreciated, to the extent subject to deterioration, in accordance with their useful life by systematic write-downs.

Tangible fixed assets are recorded at their acquisition cost or cost of production, and are depreciated, to the extent depreciable, by systematic write-downs.

The tangible fixed assets are written down in accordance with their foreseeable useful life. Low-value assets up to a net individual value of EUR 410.00 have been fully written off in the year of entry or captured as an expense. For assets acquired in the 2008 and 2009 business years with a net individual value of more than EUR 150.00 up to EUR 1,000.00, the pooling of assets used for tax purposes is also used in the balance sheet. The pooled assets are depreciated at a blanket rate of 20 per cent p.a. in the year of entry and the four following years. The write-downs for additions to tangible fixed assets are otherwise made pro rata temporis.

For the financial assets the shares and securities are recorded at their acquisition cost or lower fair value and loans in principle at their face value.

When valuing the shares in Aifotec AG, Jena, an unscheduled write-down was ignored with reference to the right to choose in § 253 para. 3 sentence 4 HGB, because it is assumed that this is simply a temporary decrease in value. On the basis of Aifotec AG's current business plan, as at 31 December 2012 a value of EUR 2,817,000 can be assigned to the company, as ascertained by a valuation undertaken by mic AG. The book value of the shares is EUR 6,862,000. The temporary decrease in value can be attributed to the delays in the development of a large project. It can be assumed that these delays will be remedied in the 2013 business year and the company will thus once again return to its growth path, which set the groundwork for the previous valuation. Taking this large project into account, the business is valued at EUR 13,500,000 according to a valuation undertaken by mic AG, of which 56.45% falls to mic AG.

Receivables and other assets are recorded at face value.

The other liabilities take all unknown liabilities into account. They are recorded, in accordance with reasonable commercial judgement, at the level of the necessary settlement amount (i.e. including future costs and price increases). Liabilities with a remaining term of more than a year were discounted.

Liabilities are recorded at the settlement amount.

Assets and liabilities in foreign currencies, to the extent present, are essentially converted at the spot foreign exchange rate as at the balance date.

Notes Regarding the Balance Sheet

Capital Assets

The development of the individual asset entries is represented specifying the writedowns for the business year in the assets analysis.

Information regarding the Shareholdings

	Currency	Shareholding %	Equity in '000 local currency	Result in '000 local currency
Domestic (direct)
µ-GPS Optics GmbH,
Meiningen	EUR	72.54	-776	-339
3-EDGE GmbH, Asch
heim	EUR	80.00	348	101
Aifotec AG,
Jena**	EUR	56.34	9,368	-123
ficonTEC GmbH i. L.,
Bremen*	EUR	38.84	NC	NC
mic clean AG,
Munich	EUR	100.00	4,521	-218
mic IT GmbH,
Munich	EUR	100.00	5,707	-15
mic sense AG,
Munich	EUR	87.82	5,983	-5
neuroConn GmbH,
Ilmenau	EUR	51.06	1,341	175
ProximusDA GmbH,
Munich	EUR	41.81	-845	-729
Wearable Technologies
AG, Munich * Company in liquidation, thus no comment	EUR	66.67	5,826	-175
** Statements based on the financial statements as at 31.12.2011
Domestic (indirect)
4DForce GmbH,
Meiningen	EUR	87.50	-950	-100
Exergy GmbH,
Munich	EUR	95.00	-79	-102
FIBOTEC FIBEROP
TICS GmbH, Meiningen	EUR	80.00	-425	-64
FiSec GmbH,
Meiningen	EUR	50.00	-2,192	-864
Flores Solar Water
GmbH, Munich	EUR	49.00	-653	-235
PiMON GmbH,
Munich	EUR	93.00	-333	-288
SportsCurve GmbH,
Gilching	EUR	80.00	-52	-34
Wearable Technologies
Service GmbH,
Herrsching	EUR	100.00	-73	-21

Receivables and Other Assets

The other assets include receivables of EUR 1,000 (previous year: EUR 1,000) with a remaining term of more than a year.

Equity

The subscribed capital is comprised as follows:

The holders of ordinary shares

5,154,600 shares á EUR 1.00 = EUR 5,154,600.00

The capital reserve has developed as follows:

	EUR
Capital reserve as at 1.1.2012:	8,144,129.37
Adjustment in the capital reserve	871,596.00
Capital reserve as at 31.12.2012:	9,015,725.37

On the basis of the authority granted by the general meeting on 18 July 2011, the increase in the share capital of EUR 468,600.00 to EUR 5,154,500.00 has been implemented. The new shares were issued at a price of EUR 2.86, with a total issue price of EUR 1,340,196.00. This increase occurred by partially exhausting the approved capital 2011/I of EUR 2,343,000.00. By resolution of the Supervisory Board of 12 December 2012, § 3 of the Constitution was amended (share capital, approved capital).

In addition, the general meeting of 18 July 2011 resolved to create new contingent capital and to amend the Constitution. The contingent capital recorded in the Company Registry amounts to EUR 1,521,250.00 at the Balance Date.

The approved capital from 18 July 2011 (approved capital 2011/I), following partial exhaustion, amounts to EUR 1,874,400.00.

Liabilities

The remaining term of the liabilities is detailed in the liabilities analysis.

in '000 EUR		31.12.2012	31.12.2011
	Remaining term		total	Remaining term	total
	up to	over		up to
Type of liability	1 Year	5 Years		1 Year
1. Liabilities
to credit institutes	0	0	0	49	49
2. Liabilities from
goods and services	59	0	59	87	87
3. Liabilities to
associated companies	578	0	578	667	667
4. Liabilities to
companies, in which
shares are held	241	0	241	0	0
5. Other liabilities	4.714	0	4.714	1.438	1.438
- of them from taxes			13		36

Other Statements

The management of mic AG was undertaken by both Boards in the business year:

Mr Claus-Georg Müller, Munich, Chair of the Board, responsible for the areas:

• ⋅ Sales & Marketing,
• ⋅ Business Development,
• ⋅ Strategy,
• ⋅ Investor Relations.

Mr Manuel Reitmeier, Munich, responsible for the areas:

• ⋅ Finance/Accounting,
• ⋅ Taxes,
• ⋅ Administration,
• ⋅ Staff,
• ⋅ Legal and patent matters,
• ⋅ Public relations.

Supervisory Board

Mr Reiner Fischer, Munich	Chair, Manager of a business consultancy.
Ms Sabine Westerfeld, Freiburg	Vice-Chair, self-employed psychologist and grad uate business economist (IHK/EMA)
Mr Martin Weigert, Etterzhausen	Manager with a manufacturer of analogue inter face components for communications, industrial and consumer applications

Appropriation of Earnings/Suggested Appropriation of Earnings

The balance sheet profit has developed as follows:

	EUR
Annual surplus:	3,913,894.16
Balance sheet profit on 1.1.2012 (profit carried forward):	13,983,605.45
Balance sheet profit on 31.12.2012:	17,897,499.61

The management suggests that the balance sheet profit of EUR 17,897,499.61 be carried forward.

Further, reference is made to the fact that mic Holding GmbH granted mic AG debt relief with debtor warrant of EUR 775,657.49 in 2007.

Munich, 24th of May 2013

mic AG

• Board -

(Claus-Georg Müller) (Manuel Reitmeier)

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Fixed Schedule 2012

	Acquisiton & Manufacturing Costs
	01.01.2012	Increase Decrease Adjustments 31.12.2012			Accumulated Depreciation 01.01.2012			Book Value
	EUR	EUR	EUR	EUR	EUR	EUR	Increase EUR	Decrease EUR	31.12.2012 EUR	31.12.2012 EUR	31.12.2011 EUR
Intangible Assets
Purchased Concessions, Industrial Property and Similar Rights and Assets, and Alicenses in such Rights and Assets
	0.00	16,048.50	0,00	0,00	16.048,50	0,00	1.289,50	0,00	.289,50	14.759.00	0,00
	0.00	16,048.50	0.00	0.00	16.048.50	0,00	1.289,50	0,00	.289,50	14.759.00	0,00
Tangible Assets
Other Equipment, Factory and Office Equipment	64.038.16	11.509,04	0.00	0,00	75.547,20	30.440.16	13.967.04	0.00	44.407.20	31.140,00	33.598,00
	64.038.16	11.509.04	0.00	0,00	75.547.20	30.440,16	13.967.04	0.00	44.407.20	31.140,00	33,598.00
Financial Assets
Shares in Affiliated Companies Loans to Affiliated Companies	19.817.094.40 2.598.363.64	9.712.500.00 1.933.352.25	525.504.26 17.047.89	0.00	0.00 29.004.090.14 4.514,668.00	0,00 0,00	2.987,39 0,00	0,00 0,00		2.987,39 29.001.102,75 19.817.094,40
Participating Interests Loans to Companies in which the Company	2.157.240.75 0.00	240.000,00 0.00	0.00 0.00	60,000,00 0,00	2.457.240.75	40.699.00	0.00	0,00	0.00 40.699.00	4.514.668.00 2.416.541.75	2.598,363.64 2.116.541,75
has a Participating Interests	429.596,87	268.565.00	0,00	$-60.000,00$	0,00 638.161.87	0.00 291.100.15	0.00 0.00	0.00 0.00	0.00 291.100,15	0.00	0.00
Securities Other Loans	14.980,68	0.00	0,00	0,00	14.980.68	0,00	0,00	0.00	0.00	347.061,72 14,980.68	138.496.72 14.980.68
	50,000,00	0.00	0.00	0,00	50,000.00	0,00	0.00	0,00	0.00	50,000,00	50,000,00
	25.067.276.34 12.154.417.25		542.552.15		0.00 36,679,141,44	331,799.15	2.987,39	0,00		334.786,54 36.344.354,90 24.735.477,19
	25.131.314,50 12.181.974,79		542.552.15		0,00 36,770,737,14	362.239.31	18.243.93	0.00		380.483.24 36.390.253.90 24.769.075.19

Auditor's Report

To mic AG

We have audited the annual financial statement, comprising the balance sheet, the income statement and the notes to the annual financial statement, together with the bookkeeping system of mic AG for the business year from January 1, 2012, to December 31, 2012. The maintenance of the books and records as well as the preparation of the annual financial statement in accordance with German commercial law, are the responsibility of the company's management. Our responsibility is to express an opinion on the annual financial statement, together wiht the bookkeeping system based on our audit.

We conducted our audit of the annual financial statement in accordance with the article 317 German Commercial Code (HGB) and German generally accepted standards for the audit of financial statements promulgated by the Institute of Public Auditors in Germany (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statement in accordance with German principles of proper accounting are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company and expectations as to possible misstatements are taken into account in the determination of the audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records and the annual financial statement are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the annual financial statement. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the annual financial statement complies with the legal requirements and supplementary provisions of the articles of incorporation and gives a true and fair view of the net assets, financial position and results of operations of the company in accordance with the German principles of proper accounting.

Without limiting this estimation we refer to the company's statement embodied in the attachment, article "Notes to the Accounting Policy". It explains that due to the merely temporary impairment of value of a portfolio company mic AG called upon the right to vote in § 253 paragraph 3 sentence 4 of the German Commercial Code. Thus no extraordinary depreciation has been deducted on December 31, 2012."

Dusseldorf, Mai 24, 2013

Verhülsdonk & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft

Grote German CPA

Weyers German CPA