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va-Q-tec AG — Audit Report / Information 2015
Mar 26, 2016
459_10-k_2016-03-26_8dd7cf1d-b7dd-42b2-8b82-03e7bf7a9ddc.pdf
Audit Report / Information
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Consolidated financial statements of va-Q-tec AG for the 2015 financial year
Würzburg, 25 May 2016
| 1 | General information 9 | ||||||
|---|---|---|---|---|---|---|---|
| 1.1 | Information about the company9 | ||||||
| 1.2 | Basis of preparation of the financial statements9 | ||||||
| 1.3 | Effects of new accounting standards11 | ||||||
| 1.4 | Accounting judgements and estimates12 | ||||||
| 2 | Consolidation 13 | ||||||
| 2.1 | Consolidation scope 13 | ||||||
| 2.2 | Consolidation scope changes and other acquisitions and disposals14 | ||||||
| 2.3 | Consolidation principles14 | ||||||
| 2.4 | Foreign currency translation 16 | ||||||
| 3 | Accounting policies17 | ||||||
| 3.1 | Consolidated income statement17 | ||||||
| 3.2.1 | Assets18 | ||||||
| 3.2.2 | Equity and liabilities23 | ||||||
| 4 | Notes25 | ||||||
| 4.1 | Consolidated income statement25 | ||||||
| 4.1.1 | Revenues25 | ||||||
| 4.1.2 | Work performed by the company and capitalised 25 | ||||||
| 4.1.3 | Other operating income26 | ||||||
| 4.1.4 | Cost of materials and services 26 | ||||||
| 4.1.5 | Personnel expenses 26 | ||||||
| 4.1.6 | Depreciation, amortisation and impairment losses27 | ||||||
| 4.1.7 | Other operating expenses 27 | ||||||
| 4.1.8 | Result from equity accounted investments27 | ||||||
| 4.1.9 | Net financial result27 | ||||||
| 4.1.10 | Income tax 28 | ||||||
| 4.1.11 | Earnings per share 30 | ||||||
| 4.2 | Consolidated statement of financial position 31 | ||||||
| 4.2.1 | Assets31 | ||||||
| 4.2.1.1 | Intangible assets 31 | ||||||
| 4.2.1.2 | Property, plant and equipment32 | ||||||
| 4.2.1.3 | Equity accounted investments33 | ||||||
| 4.2.1.4 | Other non-current and current financial assets34 | ||||||
| 4.2.1.5 | Other non-current and current non-financial assets34 | ||||||
| 4.2.1.6 | Inventories35 | ||||||
| 4.2.1.7 | Trade receivables35 |
| 4.2.1.8 | Cash and cash equivalents36 | ||||
|---|---|---|---|---|---|
| 4.2.2 | Equity and liabilities36 | ||||
| 4.2.2.1 | Equity 36 | ||||
| 4.2.2.2 | Non-current and current provisions 38 | ||||
| 4.2.2.3 | Non-current and current bank borrowings38 | ||||
| 4.2.2.4 | Other non-current and current financial liabilities 39 | ||||
| 4.2.2.5 | Other non-current and current non-financial liabilities41 | ||||
| 4.2.2.6 | Trade payables42 | ||||
| 4.3 | Consolidated statement of cash flows42 | ||||
| 4.4 | Financial instruments43 | ||||
| 4.5 | Net result from financial instruments46 | ||||
| 4.6 | Risk management46 | ||||
| 5 | Other disclosures52 | ||||
| 5.1 | Segment information 52 | ||||
| 5.2 | Contingencies and other financial obligations55 | ||||
| 5.3 | Share-based payment 56 | ||||
| 5.4 | Related parties57 | ||||
| 5.5 | Events after the reporting date59 | ||||
| 5.6 | Auditor's fees 60 |
Consolidated income statement
EUR
| Note | 2015 | 2014 | |
|---|---|---|---|
| Revenues | 4.1 1 | 22,543,223 | 18,338,193 |
| Changes in inventories | 724,219 | 83,346 | |
| Work performed by the company and capitalised | 4.1 2 | 4,870,963 | 2,915,436 |
| Other operating income | 4.1 3 | 1,419,330 | 908,110 |
| Total operating revenue | 29,557,735 | 22,245,085 | |
| Cost of materials and services | 4.1 4 | - 12,354,411 |
- 9,486,618 |
| Gross profit | 17,203,324 | 12,758,467 | |
| Personnel expenses | 4.1 5 | - 8,853,712 | - 7,461,456 |
| Other operating expenses | 4.1 7 | - 4,751,021 | - 3,627,233 |
| EBITDA | 3,598,591 | 1,669,778 | |
| Depreciation, amortisation and impairment losses | 4.1 6 | - 3,169,484 | - 1,832,211 |
| Earnings before interest and tax (EBIT) | 429,107 | - 162,433 |
|
| Result from equity accounted investments | 4.1 8 | - 4,903 |
- |
| Financial income | 590 | 21,257 | |
| Financial expenses | - 1,059,421 | - 744,442 |
|
| Net financial result | 4.1 9 | - 1,058,831 | - 723,185 |
| Earnings before tax (EBT) | - 634,627 |
- 885,618 |
|
| Income tax | 4.1 10 | 305,443 | 263,571 |
| Net income | - 329,184 |
- 622,047 |
|
| Consolidated net income attributable to owners of va-Q-tec AG | - 357,971 |
- 626,555 |
|
| Consolidated net income attributable to non-controlling interests | 28,787 | 4,508 | |
| Earnings per share - basic and diluted | 4.1.11 | - 0.08 |
- 0.14 |
Consolidated statement of comprehensive income EUR
| Note | 2015 | 2014 | |
|---|---|---|---|
| Net income | - 329,184 |
- 622,047 |
|
| Consolidated other comprehensive income | |||
| Currency translation differences | 4.2.2.1 | - 12,912 |
- 7,496 |
| Total other comprehensive income that will be reclassified to profit or loss | - 12,912 |
- 7,496 |
|
| Consolidated total comprehensive income | - 342,096 |
- 629,543 |
|
| Consolidated total comprehensive income attributable to owners of va-Q-tec AG | - 370,883 |
- 634,051 |
|
| Consolidated total comprehensive income attributable to non-controlling interests | 28,787 | 4,508 |
Consolidated statement of financial position
| Assets | Note | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| EUR | |||
| Non-current assets | |||
| Intangible assets | 4.2.1.1 | 364,961 | 106,033 |
| Property, plant and equipment | 4.2.1.2 | 28,043,616 | 21,188,652 |
| Equity accounted investments | 4.2.1.3 | 370,097 | - |
| Financial assets | 4.2.1.4 | 46,214 | 45,247 |
| Other non-financial assets | 4.2.1.5 | 54,450 | 476,510 |
| Deferred tax assets | 4.1.10 | 2,146,935 | 1,302,064 |
| Total non-current assets | 31,026,273 | 23,118,506 | |
| Current assets | |||
| Inventories | 4.2.1.6 | 4,577,210 | 4,070,768 |
| Trade receivables | 4.2.1.7 | 4,415,527 | 3,393,928 |
| Other financial assets | 4.2.1.4 | 16,107 | 46,842 |
| Current tax assets | 25 | 33,385 | |
| Other non-financial assets | 4.2.1.5 | 704,435 | 1,273,920 |
| Cash and cash equivalents | 4.2.1.8 | 1,186,045 | 1,243,708 |
| Total current assets | 10,899,349 | 10,062,551 | |
| Total assets | 41,925,622 | 33,181,057 | |
| Equity and liabilities | Note | 31.12.2015 | 31.12.2014 |
| EUR | |||
| Equity | 4.2.2.1 | ||
| Issued share capital | 4,578,187 | 4,578,187 | |
| Additional paid-in capital | 9,030,470 | 9,055,249 | |
| Consolidated total other comprehensive income | - 21,376 - |
8,464 | |
| Retained earnings | - 3,588,984 - |
3,242,828 | |
| Equity attributable to parent company owners | |||
| 9,998,297 | 10,382,144 | ||
| Non-controlling interests | 2.2 | - 6,588 - |
23,584 |
| Total equity | 9,991,709 | 10,358,560 | |
| Non-current liabilities | |||
| Provisions | 4.2.2.2 | 46,400 | 47,000 |
| Bank borrowings | 4.2.2.3 | 2,016,575 | 1,922,810 |
| Other financial liabilities | 4.2.2.4 | 5,108,042 | 1,811,107 |
| Other non-financial liabilities | 4.2.2.5 | 7,450,749 | 5,668,282 |
| Total non-current liabilities and provisions | 14,621,766 | 9,449,199 | |
| Current liabilities | |||
| Provisions | 4.2.2.2 | 77,000 | 49,485 |
| Bank borrowings | 4.2.2.3 | 6,893,775 | 3,337,572 |
| Other financial liabilities | 4.2.2.4 | 5,785,142 | 6,147,964 |
| Trade payables | 4.2.2.6 | 1,633,172 | 2,219,384 |
| Tax liabilities | 518,996 | 22,350 | |
| Other non-financial liabilities | 4.2.2.5 | 2,404,062 | 1,596,543 |
| Total current liabilities | 17,312,147 | 13,373,298 | |
| Total equity and liabilities | 41,925,622 | 33,181,057 |
Consolidated statement of cash flows EUR
| Cash flow from operating activities Net income -329,184 Current income taxes recognised in income statement 528,989 Income taxes paid -32,341 Net finance costs recognised in income statement 1,058,831 Interest received 590 Interest paid -815,726 Non-cash losses from equity accounted investments 4,903 Depreciation, amortisation and impairment losses 3,169,484 Gain/loss from disposal of non-current assets -6,979 Change in other assets 533,828 Change in other liabilities 551,103 Change in provisions 26,915 Other non-cash expenses or income -2,518,589 Cash flow from operating activities before working capital changes 2,171,824 Change in inventories -403,220 Change in trade receivables -1,021,600 Change in trade payables -586,212 Net cash flow from operating activities 160,792 |
2015 | 2014 |
|---|---|---|
| -622,047 | ||
| 22,891 | ||
| -32,414 | ||
| 723,185 | ||
| 999 | ||
| -547,980 | ||
| - | ||
| 1,832,211 | ||
| - | ||
| -649,990 | ||
| 117,334 | ||
| -42,025 | ||
| -717,284 | ||
| 84,880 | ||
| -427,645 | ||
| -1,114,458 | ||
| 1,317,300 | ||
| -139,923 |
| Cash flow from investing activities | ||
|---|---|---|
| Payments for investment in intangible assets | -308,083 | -76,244 |
| Proceeds from disposal of property, plant and equipment | 15,594 | - |
| Payments for investments in property, plant and equipment | -6,525,261 | -3,967,999 |
| Payments for acquisition of interests in associates | -375,000 | - |
| Net cash flow from investing activities | -7,192,750 | -4,044,243 |
| Cash flow from financing activities | ||
|---|---|---|
| Payments for equity transaction costs | -35,218 | - |
| Proceeds from bank loans | 4,290,732 | 3,146,808 |
| Repayments of bank loans | -640,764 | -1,562,296 |
| Proceeds from sale-and-finance-leaseback transactions | 7,214,881 | 4,479,468 |
| Proceeds from government grants | 637,761 | 254,165 |
| Net cash inflow from factoring | 155,933 | 27,009 |
| Payments for finance leases liabilities | -4,648,670 | -2,251,226 |
| Net cash flow from financing activities | 6,974,655 | 4,093,928 |
| Net cash flows before exchange rate effects | -57,303 | -90,238 |
|---|---|---|
| Effect of exchange rate changes on cash and cash equivalents | -360 | -230 |
| Net change in cash and cash equivalents | -57,663 | -90,468 |
| Cash and cash equivalents at start of period | 1,243,708 | 1,334,176 |
| Cash and cash equivalents at end of period | 1,186,045 | 1,243,708 |
Consolidated statement of changes in equity
| EUR | Issued share capital |
Additional paid in capital |
Retained earnings | Cumulative other comprehensive income Currency translation reserves |
Equity attributable to parent company owners |
Non-controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|
| 01.01.2014 | 4,578,187 | 9,055,249 | -2,630,342 | -968 | 11,002,126 | -14,046 | 10,988,080 |
| Net income | - | - | -626,555 | - | -626,555 | 4,508 | -622,047 |
| Consolidated other comprehensive income | - | - | - | -7,496 | -7,496 | - | -7,496 |
| Consolidated total comprehensive income | - | - | -626,555 | -7,496 | -634,051 | 4,508 | -629,543 |
| Equity transaction costs | - | - | - | - | - | - | - |
| Change in non-controlling interest | - | - | 14,069 | - | 14,069 | -14,046 | 23 |
| 31.12.2014 | 4,578,187 | 9,055,249 | -3,242,828 | -8,464 | 10,382,144 | -23,584 | 10,358,560 |
| 01.01.2015 | 4,578,187 | 9,055,249 | -3,242,828 | -8,464 | 10,382,144 | -23,584 | 10,358,560 |
| Net income | - | - | -357,971 | - | -357,971 | 28,787 | -329,184 |
| Consolidated other comprehensive income | - | - | - | -12,912 | -12,912 | - | -12,912 |
| Consolidated total comprehensive income | - | - | -357,971 | -12,912 | -370,883 | 28,787 | -342,096 |
| Equity transaction costs | - | -24,779 | - | - | -24,779 | - | -24,779 |
| Change in non-controlling interest | - | - | 11,815 | - | 11,815 | -11,791 | 24 |
| 31.12.2015 | 4,578,187 | 9,030,470 | -3,588,984 | -21,376 | 9,998,297 | -6,588 | 9,991,709 |
1 General information
1.1 Information about the company
The company va-Q-tec AG, which has its headquarters in Germany, 97080 Würzburg, Karl-Ferdinand-Braun Strasse 7, is entered in the commercial register of Würzburg under commercial register sheet number 7368. Besides va-Q-tec AG itself, the consolidated financial statements of va-Q-tec AG also include its subsidiaries (hereinafter also referred to as "va-Q-tec", "va-Q-tec Group", the "Group" or the "company"). va-Q-tec is a technologically leading supplier of highly efficient products and solutions in the thermal insulation area. The company develops, produces and sells innovative products for reliable and energy-efficient temperature controlling and insulation – vacuum insulation panels ("VIPs") and phase change materials ("PCMs"). va-Qtec also produces passive thermal packaging systems (containers and boxes) through optimally combining VIPs and PCMs. To implement temperature-sensitive logistics chains, va-Q-tec offers within a global partner network the rental of containers and boxes that meet high thermal protection standards. Along with healthcare & logistics as the main market, va-Q-tec addresses the following further markets: cooling equipment & foodstuffs, technology & industry, construction and mobility.
This set of consolidated financial statements of va-Q-tec for the financial year ending 31 December 2015 was approved for publication by the Management Board on 25 May 2016.
1.2 Basis of preparation of the financial statements
As va-Q-tec AG falls short of the size criteria of Section 293 of the German Commercial Code (HGB), it is not obligated to prepare consolidated financial statements and a group management report pursuant to Section 290 HGB. In the past, the company has alsonot prepared consolidated financial statements in accordance with German Commercial Code (HGB) accounting standards, even on a voluntary basis.
This set of consolidated financial statements comprises voluntarily prepared consolidated financial statements, compiled as of 31 December 2015, including the comparable period as of 31 December 2014. These consolidated financial statements were prepared in accordance with Section 315a (3) HGB in combination with Section 315a (1) HGB in accordance with International Financial Reporting Standards (IFRS) as applicable in the European Union (EU), as well as the supplementary German commercial law regulations to be applied pursuant to Section 315a (1) HGB. The term IFRS also comprises all still valid International Accounting Standards (IAS) as well as all interpretations and amendments of the International Financial Reporting Standards Interpretations Committee (IFRS IC) – formerly the International Financial Reporting Interpretations Committee (IFRIC) – and of the former Standing Interpretations Committee (SIC).
These consolidated financial statements were prepared on the basis of historical cost. Exceptions to this include derivative financial instruments that were recognised at fair value on the reporting date. The corresponding note is provided as part of the respective accounting policies.
Historical cost is generally based on fair value, which represents the consideration rendered in exchange for the asset.
Fair value is the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. This applies irrespective of whether the price is directly observable, or has to be estimated by applying a valuation method.
The fair value that is to be determined for certain disclosures and calculation methods is not always available as a market price. Frequently, it has to be calculated on the basis of various measurement parameters. Depending on the availability of observable parameters and the significance of such parameters for fair value measurement overall, the fair value is allocated to one of the levels 1, 2 or 3 (fair value hierarchy). This allocation occurs on the following basis:
- Level 1 inputs comprise quoted prices (unadjusted) on active markets for identical assets or liabilities to which va-Q-tec can access at the measurement date.
- Level 2 inputs comprise inputs other than Level 1 quoted prices, for which the value of the asset or liability is either directly observable, or can be derived indirectly from other prices.
- Level 3 inputs are unobservable inputs for the asset or liability.
As a rule, the Group classifies assets and liabilities as current if they will be realised or settled prospectively within twelve months after the reporting date. If assets and liabilities comprise both a current and a noncurrent element, they are divided into their term components and reported as current and non-current assets or liabilities in accordance with the balance sheet structure.
The consolidated income statement is prepared according to the nature of expense method.
The consolidated financial statements are prepared in euros (EUR), which is both the functional and the reporting currency of va-Q-tec. Differences of up to one unit (EUR, %) relate to arithmetic rounding differences.
1.3 Effects of new accounting standards
The va-Q-tec Group has applied uniform accounting methods for all of the periods presented in its IFRS consolidated financial statements. These comply with the mandatory applicable IFRS in the EU in the 2015 financial year.
The accounting policies applied correspond to those applied in the previous year, as a matter of principle. The Improvements to IFRS (2011-2013) that were applied for the first time in the 2015 financial year represent an exception. The Improvements to IFRS (2011-2013) comprise a collection of minor amendments to IFRS 1, IFRS 3, IFRS 13 and IAS 40. These amendments and amendments based on IFRIC 21 have no effects on the company's consolidated financial statements.
The following new or amended standards/interpretations have already been approved by the IASB, but are not yet effective on a mandatory basis. The company has not applied these regulations early:
| Standard | Title | Mandatory application for financial years commencing from |
|---|---|---|
| Amendment to IFRS 11 |
Acquisition of an Interest in a Joint Operation |
01.01.2016 |
| Amendments to IAS 1 |
Disclosure Initiative | 01.01.2016 |
| Amendments to IAS 19 |
Defined Benefit Plans: Employee Contributions |
01.02.2015 |
| Amendments to IAS 16/IAS 38 |
Clarification of Acceptable Methods of Depreciation and Amortisation |
01.01.2016 |
| Amendments to IAS 16/IAS 41 |
Agriculture: Bearer Plants | 01.01.2016 |
| Amendments to IAS 27 |
Equity Method in Separate Financial Statements |
01.01.2016 |
| Improvements to IFRS (2012- 2014) |
Annual Improvements 2012-2014 | 01.01.2016 |
| Improvements to IFRS (2010- 2012) |
Annual Improvements 2010-2012 | 01.02.2015 |
Amendments to IFRS adopted into EU law for financial years commencing after January 1, 2015
According to the analyses that have been conducted, this creates no significant effects for accounting and measurement for the 2016 financial year.
The following standards will become effective in the forthcoming years, but have not yet been endorsed by the EU:
| Mandatory application for | ||||
|---|---|---|---|---|
| Standard | Title | financial years commencing | ||
| from | ||||
| IFRS 9 | Financial instruments | 01.01.2018 | ||
| Revenue from Contracts with | ||||
| IFRS 15 | Customers | 01.01.2018 | ||
| IFRS 16 | Leases | 01.01.2019 | ||
| Amendments to IFRS 10, 12, IAS 28 |
Investment Entities: Applying the Consolidation Exception |
01.01.2016 | ||
| Amendments to | Sale or Contribution of Assets | Postponed for an indefinite | ||
| IFRS 10 and IAS | between an Investor and its | period | ||
| 28 | Associate or Joint Venture | |||
| Amendments to | Recognition of Deferred Tax | 01.01.2017 | ||
| IAS 12 | Assets for Unrealised Losses | |||
| Amendments to | Consolidated statement of cash | 01.01.2017 | ||
| IAS 7 | flows | |||
| Clarifications | ||||
| relating to IFRS | 01.01.2018 | |||
| 15 |
Standards not yet adopted into EU law
Potential effects from standards or amendments to standards that have not yet been endorsed by the EU on the consolidated financial statements of va-Q-tec are being analysed currently.
1.4 Accounting judgements and estimates
In applying the accounting policies, the Group's management has made discretionary decisions that affect the amounts reported in the consolidated financial statements. Accordingly, assumptions and estimates are to be made to a certain extent when preparing consolidated financial statements that affect the amount and the reporting of recognised assets and liabilities, income and expenses, and contingent liabilities in the reporting period.
The assumptions and estimates are based on premises that in all cases reflect the currently available status of information at the time of each case. The expected future business trend also particularly reflects the circumstances prevailing at the time when the consolidated financial statements were prepared, as well as a realistically imputed future trend in the environment. As a result of developments in these overall conditions differing from the management's assumptions and lying outside its sphere of influence, the resulting amounts can differ from the originally expected estimated values.
The estimates and assumptions that are applied are presented in the notes to the individual items of the statement of financial position and income statement in section 3 "Accounting policies". The main effects impacting the amounts arise in the following areas:
- Determining useful economic lives for intangible assets and for property, plant and equipment, including assets leased as part of finance leases
- Classification of leases as operating leases or finance leases
- Impairment testing of assets based on appraisal of identifiable risks
- Impairment testing of deferred tax assets in relation to tax loss carryforwards
- Assessing the derecognition criteria of trade receivables as part of factoring agreements
- Estimating market-based yield curves as part of measuring derivative financial instruments, as calculated by the contractual partners (banks)
- Best possible estimate of the most probable settlement amount as part of the recognition and measurement of provisions
- Classification of share-based payment where va-Q-tec is granted a contractual option to settle in cash or through issuing equity instruments
- Fair value measurement of granted equity instruments on the grant date in the case of equitysettled share-based payment
- Assessing any requirement to separate, and measuring, embedded derivatives
2 Consolidation
2.1 Consolidation scope
The consolidation scope is derived by applying IFRS 10 (Consolidated Financial Statements). In the consolidated financial statements of va-Q-tec AG as of 31 December 2015, the following subsidiaries were fully consolidated:
Consolidation scope of the va-Q-tec Group
| Name | Headquarters | Equity interest 31.12.2015 |
Equity interest 31.12.2014 |
|---|---|---|---|
| va-Q-tec Ltd. | Rochester, UK | 94% | 96% |
| va-Q-tec USA Inc. | East Rutherford, NJ, USA | 100% | 100% |
| va-Q-tec Korea Ltd. | Joong-gu, Incheon, Republic of Korea | 100% | 100% |
Diverging from the economic interest held in the equity of va-Q-tec Ltd. (UK), va-Q-tec AG legally holds 90% of the shares, and consequently of the voting rights, as of 31 December 2015 (31 December 2014: 90%). Please refer to the segment reporting for key financial information about the subsidiary.
va-Q-tec AG and its subsidiaries together form the va-Q-tec Group.
Besides the interests in the aforementioned fully consolidated subsidiaries, as of the reporting date va-Qtec AG holds an interest of 14.6% in Sumteq GmbH, Cologne, acquired in 2015. Due to corporate law agreements that enable va-Q-tec to exert significant influence over financial and business policy decisions, this interest is to be classified as an associate, and accounted in the consolidated financial statements using the equity method.
2.2 Consolidation scope changes and other acquisitions and disposals
Since va-Q-tec Ltd. (UK) was founded in 2011, a co-shareholder holds a legal 10% interest in the company, and is entitled to vote to this level. Due to economic restrictions, the shares were attributed to the majority shareholder until 1 January 2013, and no non-controlling interests were reported in the consolidated financial statements as a consequence. In 2013, 2014 and 2015, the economic restrictions were lifted for 2% of the capital interests in each case. In all three cases, the transaction was recognised directly in equity as a majority-preserving reduction of interest, and results in the reporting of non-controlling interests.
In 2015, va-Q-tec AG acquired a non-controlling interest in Sumteq GmbH, for EUR 375,000. Sumteq is a young technology company that develops innovative foams that are to be deployed in the future as highperformance core materials for VIPs. To this extent, this comprises a strategic investment. If Sumteq reaches an agreed technical development milestone, va-Q-tec will invest a further EUR 125,000 in the company in return for further shares.
2.3 Consolidation principles
The consolidated financial statements are based on uniform accounting principles. The annual financial statements of the companies included in the consolidation scope were adjusted where required in order to align them with the accounting policies applied in the Group. All of the annual financial statements of the companies included in the consolidated financial statements are prepared on the basis of the reporting date of the consolidated financial statements.
Subsidiaries are those companies where the Group holds existing rights that endow it with the current capability to manage the companies' relevant activities. Relevant activities are those activities that significantly affect the company's profitability. For this reason, control exists if the Group is exposed to variable returns from its relationship to a company, and as a result of its power over the relevant activities it has the capability to influence these returns. In the va-Q-tec Group, the ability of control is based in all cases on a direct voting majority held by va-Q-tec AG. Inclusion of companies in the consolidated financial statements of va-Q-tec AG begins on the date from which the possibility of control exists. It ends if this control no longer exists.
As part of capital consolidation (consolidation of the investment account), the carrying amounts of the participating interests are offset with the subsidiary's proportional equity. As all subsidiaries comprise companies that va-Q-tec has founded, initial consolidation has not resulted in any differential amount. Noncontrolling interests are reported according to the interest in the net assets of the respective company that is attributable to them.
Intragroup transactions are fully adjusted. This entails the offsetting of significant receivables, liabilities and provisions between the consolidated companies, and the elimination of intercompany profits and losses. Intragroup revenues are offset with the corresponding expenses. Tax deferrals required pursuant to IAS 12 are applied to any temporary differences on consolidation.
Changes to the Group's percentage interests held in subsidiaries that do not result in a loss of control are recognised as equity transactions.
An associate is a company where va-Q-tec exerts significant influence. Significant influence is defined here as the ability to collaborate in the financial and business policy decisions of the participating interest without controlling it, or managing it jointly. If va-Q-tec AG directly or indirectly holds between 20% and 50% of the voting rights in the participating interest, the assumption exists that significant influence can be exercised. Given a directly or indirectly held voting rights interest of less than 20%, significant influence is assumed if it can be proven clearly.
Equity accounted investments are initially recognised at acquisition cost, before being recognised in subsequent periods at the proportionate value of their amortised net assets. This entails increasing or reducing the carrying amounts annually to reflect the proportionate profits and losses, dividend distributions, and all further equity changes. Unrealised gains based on transactions with associates are eliminated against the carrying amount of the participating interest according to the scope of the va-Q-tec interest. Unrealised losses are eliminated in the same manner, although only to the extent that no indications of impairment exist. Goodwill is not reported separately, but is instead included in the valuation of the participating interest. Goodwill is not amortised. Disclosed hidden reserves are amortised. Impairment losses are applied to equity accounted investments if their recoverable amount falls below their carrying amount.
2.4 Foreign currency translation
The consolidated financial statements have been prepared in accordance with the functional currency concept. The functional currency of va-Q-tec AG is the primary currency of the economic environment in which the va-Q-tec Group operates. This corresponds to the euro, which also corresponds to the reporting currency for the consolidated financial statements. The functional currency of the subsidiaries in the USA and South Korea is in each case the national currency, as these subsidiaries conduct their business independently in their respective markets. The functional currency of the UK company corresponds to the euro.
In the financial statements of each individual Group company, business transactions denominated in foreign currencies are translated into the functional currency applying the rates valid on the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated applying the prevailing rate on each reporting date. Non-monetary assets and liabilities measured at cost are translated at the exchange rate prevailing on the date when they are initially recognised on the statement of financial position. The foreign currency gains and losses arising from these translations are recognised in the consolidated income statement under other operating income or other operating expenses.
To prepare the consolidated financial statements, the assets and liabilities of the Group's foreign subsidiaries whose functional currency is not the euro are translated into euros applying the exchange rates on the reporting date. Income and expenses are translated at the average rate for the period, unless translation exchange rates during the period are subject to sharp fluctuations. In such cases, the exchange rates on the transaction date would be applied. Translation differences from the translation of foreign operations into the Group currency are recognised under consolidated other comprehensive income, and accumulated within equity.
The exchange rates into euros for the significant currencies in the Group applied for the translation are presented in the following table:
| Closing rate | Average rate | |||
|---|---|---|---|---|
| 31.12.2015 | 31.12.2014 | 2015 | 2014 | |
| British pound | 0.7739 | 0.7789 | 0.7258 | 0.8061 |
| US dollar | 1.0887 | 1.2141 | 1.1095 | 1.3285 |
| South Korean won | 1,280.78 | 1,324.80 | 1,256.54 | 1,398.14 |
3 Accounting policies
3.1 Consolidated income statement
Revenues
Sales revenues are measured at the fair value of the consideration received or to be received, and reflect the amounts that are to be received for goods and services in the normal course of business.
Sales revenues from the sale of goods are reported when the significant risks and rewards arising from ownership of the goods has transferred the customer, a price has been agreed, or can be calculated, and if payment is probable. Sales revenues from services are recognised to the extent that the service has been rendered, and the amount of the revenue can be measured reliably. Rebates, bonuses, VAT and other taxes associated with the service are deducted from sales revenues.
Net financial result
Interest income and interest expenses reported under the net financial result are deferred and accrued in accordance with their respective terms, taking the outstanding loan sum and the applicable interest rate into account. The effective interest method is applied in this context.
Income tax
The expense for taxes on income represents the sum of current income tax expense and deferred tax. The current income tax expense is calculated on the basis of taxable income for the year. Taxable earnings differ from the earnings before tax reported in the consolidated income statement, as these do not include income and expense items that were taxable or tax-deductible in other years, as well as items on which no tax is generally incurred, or which are generally not tax-deductible.
Deferred taxes are recognised in accordance with the balance sheet liability method as presented in IAS 12 (Income taxes). This entails forming deferred tax items for temporary differences between tax valuations and valuations on the consolidated balance sheet, as well as for tax loss carryforwards. Deferred tax assets are only taking into consideration if it is probable that the corresponding tax benefits will also be realised. Loss carryforwards for which deferred tax assets have been formed are expected to be utilised within the five-year planning period. The carrying amount of deferred tax assets is reviewed each year on the reporting date, with an impairment loss being applied if it is no longer probable that sufficient taxable income will be available to fully or partially realise the asset.
Deferred tax liabilities are formed for taxable temporary differences arising from interests in subsidiaries, unless the Group can control the reversal of the temporary differences, and it is probable that the temporary difference will not reverse within the foreseeable future.
Deferred tax assets and deferred tax liabilities are offset to the extent that they relate to the same taxpayer, and exist in relation to the same tax authority.
To measure deferred tax, future years' tax rates are applied if the related legislation has already been enacted, or the legislative process has essentially been concluded. Deferred taxes are recognised in profit or loss, as a matter of principle. To the extent that the charges or reliefs underlying deferred taxes are carried directly to equity, the formation or release of deferred taxes also occurs directly in equity.
Earnings per share
Earnings per share (basic earnings per share) are calculated on the basis of IAS 33 (Earnings per share). Basic earnings per share are calculated by dividing the after-tax profits attributable to the parent company shareholders by the weighted average number of shares in issue during the financial year under review. Consolidated results do not need to be allocated to different share classes in this context, as both ordinary shares and preference shares enjoy equal entitlement to dividends. Diluted earnings per share are reported separately, where applicable. Diluted earnings per share are calculated on the assumption that all potentially dilutive instruments and share-based payment plans are converted or exercised.
3.2 Consolidated statement of financial position
3.2.1 Assets
Intangible assets
Pursuant to IAS 38, intangible assets are capitalised if a future economic benefit is expected from utilisation of the asset, and the costs of the asset can be calculated reliably.
Individually purchased intangible assets are recognised at purchase cost on initial recognition, and intangible assets that the company has generated itself are recognised at production cost. In subsequent periods, intangible assets are measured at cost less cumulative amortisation and any cumulative impairment losses. Research costs are expensed in the period in which they are incurred.
Intangible assets with limited useful life are amortised straight-line over their useful life, and impairmenttested as soon as any indications emerge that they might have become impaired. The estimated useful life and amortisation method are reviewed at the end of the annual reporting period, and any changes to the estimated value are taken into account in subsequent measurement. Amortisation is based on the following useful lives:
| Software | 3 – 5 years |
|---|---|
| Internally generated intangible assets | 6 years |
Gains or losses on the derecognition of intangible assets are calculated as the difference between net disposal proceeds and the asset's carrying amount, and recognised in profit or loss within other operating income or other operating expenses in the period in which the asset is derecognised.
An intangible asset arising from internal development (or the development phase of an internal project) is recognised if the corresponding criteria of IAS 38.57 are shown to have been met. Capitalised production costs of internally generated intangible assets comprise costs directly attributable to the development process, and development-related overheads.
Property, plant and equipment
Property, plant and equipment are utilised for business purposes, and measured at cost less cumulative depreciation and cumulative impairment losses.
The purchase costs of an item of property, plant and equipment comprise all costs attributable to the purchase of the asset. Repair and maintenance charges are expensed in the income statement in the financial year in which they are incurred. Internally generated assets are initially measured at directly attributable production cost plus production-related overheads.
Borrowing costs that are directly attributable to the acquisition, construction or production of a so-called qualifying asset as part of the cost of that asset are capitalised as part of cost pursuant to IFRS. Neither in the period under review nor in the comparable period were any qualifying assets purchased or produced for which a capitalisation of borrowing costs would be required.
Property, plant and equipment are depreciated straight-line in accordance with the assets' utilisation type and useful life. Depreciation commences on the date on which the assets are available for their intended use. The residual values, depreciation methods and useful lives are reviewed annually and adjusted where required. Depreciation is based predominantly on the following useful lives:
| Buildings | |
|---|---|
| Buildings | 50 years |
| Outdoor and other facilities | 8 - 14 years |
| Production equipment and machinery | |
| Production plants | 8 - 12 years |
| Other production equipment and machinery | 3 - 10 years |
| Operating and office equipment | 3 - 15 years |
| Container fleet | 5 years |
If any indications of impairment exist, property, plant and equipment are tested for potential impairment accordingly.
Gains or losses arising from the disposal or derecognition of an item of property, plant and equipment are calculated as the difference between disposal proceeds and the asset's carrying amount, and recognised in profit or loss among other operating income or other operating expenses.
Impairment testing
Intangible assets with indefinite useful lives, as well as intangible assets that are not yet ready for utilisation, are not amortised, but are instead tested annually for impairment. Assets that are amortised are impairment-tested where an indication exists that the asset's carrying amount may no longer be recoverable. An impairment loss is recognised equivalent to the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount of an asset is the higher of an asset's fair value less costs of disposal, and its value in use. The value in use in this context is calculated on the basis of the estimated future cash flows from the utilisation and disposal of the asset, applying the discounted cash flow method. A pre-tax interest rate in line with market conditions is applied as the discounting rate in this context. If no recoverable amount can be calculated for an individual asset, the recoverable amount is calculated for the smallest identifiable group of assets (cash-generating unit) to which the respective asset can be allocated.
No indicators of potential impairment were identified. Accordingly, no impairment losses or reversals of impairment losses pursuant to IAS 36 were applied in either the period under review, or in the previous year.
If the reasons for the impairment loss no longer apply at a later date, a reversal of the impairment loss is realised up to the level of the new recoverable amount, as a matter of principle. Such reversals of impairment losses are limited to the amortised carrying amount that would have arisen without the impairment loss in the past.
Leases
Group as lessee
The Group leases or enters into hire-purchase agreements for certain intangible assets, and property, plant and equipment. Such transactions are categorised as either operating or financing leases at the start of the respective lease. Pursuant to IAS 17, leases are classified as finance leases if the lease agreement essentially transfers all risks and rewards connected with ownership to the lessee. Assets from finance leases are recognised on the date of addition at the lower of the present value of the minimum lease payments and the leased asset's fair value. At the same time, a lease liability equivalent to the same amount is recognised among other current and non-current financial liabilities. As part of subsequent measurement, the asset from a finance lease is depreciated straight-line over the shorter of its economic useful life or its lease duration. Where indications of impairment exist, impairment losses are applied to the leased asset. Minimum lease payments are divided into interest and capital repayment components. The interest component in this context is expensed within the net financial result in the consolidated income statement. The capital repayment component reduces the lease liability.
Leases where the significant proportion of the risks and rewards remain with the lessor are classified as operating leases. The related lease expenses are expensed under other operating expenses in the consolidated income statement.
Sale-and-finance-leaseback transactions
As part of sale-and-finance-leaseback transactions, the Group sells containers to third parties, and then leases them back. As a result of the leaseback, the Group re-assumes all significant risks and rewards connected with ownership, and classifies the lease as a finance lease. The revenues from these intragroup sale-and-finance-leaseback transactions are eliminated in full. As all containers are produced and leased back via sale-and-finance-leaseback transactions in the same period, the related additions from own work performed by the enterprise and capitalised are offset with the same disposals of equal amount, and reported under changes to the cost of the container fleet under property, plant and equipment. Initial recognition of the finance lease asset is according to the general regulations of IAS 17, and results in a capitalisation of the leased asset and the corresponding liability.
The excess of the cash accruing to va-Q-tec (sales price) over the carrying amount or the own work capitalised, resulting from the sale of containers, cannot be recognised immediately in profit or loss in the case of sale-and-finance-leaseback transactions, but is instead recognised on the liabilities side of the balance sheet under non-financial liabilities as deferred income (special item for deferred container profits). This deferred income is released through profit or loss over the lease duration, and reported under other operating income in the consolidated income statement.
Group as lessor
The Group acts as lessor in operating leases. This concerns the short-term rental of containers to third parties. Such leases are generally short-term in nature, and the risks and rewards connected with ownership do not transfer to the lessee. The leased containers are reported under non-current assets, and the lease income is presented within sales revenue.
Inventories
Inventories are measured at the lower of cost and net realisable value. When calculating purchase costs, ancillary purchase costs are added, and purchase price reductions are deducted. Production costs include direct materials and manufacturing costs, as well as the production-related share of fixed and variable overheads. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The loss-free valuation entails applying inter alia discounts accounting for marketability.
Financial instruments and financial assets
Financial assets comprise especially receivables, derivative financial instruments with positive market values and cash. Recognition and measurement is performed in accordance with IAS 39. Financial assets are recognised if the Group is contractually entitled to receive cash or other financial assets from third parties. Purchases and sales of financial assets are recognised as of the settlement date, as a matter of principle. Financial assets are initially recognised at fair value, plus transaction costs where relevant. Transaction costs of financial assets that are measured at fair value through profit or loss are expensed. Subsequent measurement is performed in accordance with allocation to the categories of financial assets pursuant to IAS 39.
Financial assets measured at fair value through profit or loss comprise financial assets held for trading, including derivative financial instruments that were not designated as hedging instruments. Changes to the fair values of financial assets in this category are expensed. The gain or loss arising from measuring derivative financial instruments is expensed under the net financial result, unless the derivative is included as a hedging instrument as part of the hedge (hedge accounting), and is effective as such. No hedge accounting was applied either in the current year or in the previous year.
Loans and receivables are non-derivative financial assets that are not quoted in an active market. They are measured at amortised cost applying the effective interest method, and take any impairment into account. Trade receivables, receivables included among other financial assets, and cash and cash equivalents are allocated to this measurement category.
No financial assets were categorised as held-to-maturity investments or as available-for-sale financial assets in either the year under review or in the previous year.
Financial assets are tested for potential impairment on each reporting date. If any objective indications of impairment exist, an impairment loss is expensed equivalent to the difference between the asset's carrying amount and the present value of its expected future cash flows, and recognised within a separate impairment account. If the level of the impairment reduces in subsequent periods due to events that have occurred objectively after the date when the impairment was recognised, the impairment is reversed in the equivalent amount through profit or loss. Impaired receivables are derecognised if they are assessed as uncollectible.
Financial assets whose contractual rights to cash flows end, or financial assets where essentially all risks and rewards connected with ownership of the asset transfer to a third party, are not recognised.
3.2.2 Equity and liabilities
Equity
Equity comprises cash and non-cash capital contributions that substantiate a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recognised at the issue proceeds received, less directly attributable transaction costs. Transaction costs comprise costs that would not have been incurred without the issue of the equity instrument. These are deducted from additional paid-in capital taking all tax effects into account.
Share-based payment
Equity-settled, share-based payment for employees is measured at the fair value of the equity instrument on the grant date. Measurement of the current program resulted in a fair value of EUR 0 per option as of the grant date. As a matter of principle, the calculated fair value is recognised straight-line over the period until vesting as an expense with a corresponding increase in equity (additional paid-in capital), and is based on the Group's expectations concerning equity instruments to be vested prospectively. No expense is recognised for the current programme given the zero fair value on the grant date. On each reporting date, the Group reviews its estimates relating to the number of equity instruments that will become vested.
The "Other disclosures" section provides further information about share-based payment within the va-Qtec Group.
Government grants
A government grant is not recognised until there is reasonable assurance that the company will comply with the conditions attaching to it, and that the grant will be received. They are recognised in profit or loss in the period in which the Group bears the corresponding expenses that are to be offset by the grants. Government grants whose most important condition is the purchase, construction or other type of acquisition of long-term assets are recognised as non-financial liabilities on the statement of financial position. They are released through profit or loss within other operating income based on the corresponding asset's useful life.
Provisions
Provisions are reported if a current legal or constructive obligation has arisen for the Group from a past event that is likely to result in a future outflow of resources embodying economic benefits, and the level of this obligation can be estimated reliably.
The amount recognised as a provision corresponds to the best possible estimate of the consideration required to settle the current obligation as of the reporting date, whereby risks and uncertainties connected with the obligation are taken into account. All significant cost factors are included in the measurement of provisions. If the interest effect is material, non-current provisions with a remaining term of more than one year are reported at the discounted settlement amount as of the balance sheet date. If it is to be expected that the economic benefit required to settle an obligation for which a provision has been formed will be reimbursed wholly or partly by third parties, the receivable is recognised as an asset if it is as good as certain that the reimbursement will occur, and the level of the receivable can be measured reliably.
Provisions for warranties are formed on the date when the respective goods are sold, or the corresponding services are rendered. The level of the provision is based on historical trends, and an estimate of future warranty cases.
Financial liabilities
Financial liabilities comprise mainly bank borrowings, trade payables, and other financial liabilities. They are measured at fair value on initial recognition, and subsequently – except derivative financial instruments measured at fair value – at amortised cost applying the effective interest method, less directly attributable transaction costs where relevant.
4 Notes
4.1 Consolidated income statement
4.1.1 Revenues
The revenues are comprised as follows:
| EUR | 2015 | 2014 |
|---|---|---|
| Product ans systems | 12,665,239 | 14,447,980 |
| Services | 9,395,006 | 3,058,479 |
| Other | 482,978 | 831,734 |
| Group, total | 22,543,223 | 18,338,193 |
The product and system business comprises the production and sale of vacuum insulation panels, heat storage components, and thermal packaging. These products are sold in the following sectors: pharmaceuticals, logistics, appliance & food, technics & industry, mobility, and construction. The business with services comprises the global container service business for the transportation of temperaturesensitive goods, predominantly pharmaceutical and biotech products. Newly added in the service business in 2015 is the rental of high-performance boxes for the transportation of temperature-sensitive goods. Other revenues are generated through thermal consulting and government-subsidised research projects.
The services business achieved year-on-year sales revenue growth of more than 178% (previous year: 160%). This sales revenue growth is mainly due to the growing container service business.
Please refer to the section on segment reporting for more information.
4.1.2 Work performed by the company and capitalised
The following table shows the trend in work performed by the company and capitalised in the 2014 and 2015 financial years. Work performed by the company and capitalised deriving from the container fleet registered a significant increase in 2015 due to the strong growth of operating activities in this area.
| EUR | 2015 | 2014 |
|---|---|---|
| Work performed by the company and capitalised arising from container sale-and-finance-leaseback transactions | 3,756,593 | 2,570,208 |
| Other work performed by the company and capitalised | 1,114,370 | 345,228 |
| Group, total | 4,870,963 | 2,915,436 |
Of the total research and development costs of EUR 1,043,815 incurred in 2015 (previous year: EUR 990,825), EUR 32,328 (previous year: EUR 22,768) meet IFRS capitalisation criteria. The research and development costs were recognised in the corresponding items of the consolidated income statement.
4.1.3 Other operating income
| EUR | 2015 | 2014 |
|---|---|---|
| Income from release of special item for grants | 678,851 | 210,046 |
| Income from release of special item for deferred container profits | 395,017 | 358,700 |
| Exchange rate gains | 88,482 | 77,847 |
| Income from other accounting periods | 104,310 | 155,132 |
| Renewable energy subsidies | 21,852 | 21,015 |
| Gains on fixed asset disposals | 14,954 | - |
| Income from insurance compensation | 100 | 44,815 |
| Other income | 115,764 | 40,555 |
| Group, total | 1,419,330 | 908,110 |
4.1.4 Cost of materials and services
| EUR | 2015 | 2014 |
|---|---|---|
| Cost of raw materials and supplies | 9,776,948 | 8,471,015 |
| Cost of purchased services | 2,577,463 | 1,015,603 |
| Group, total | 12,354,411 | 9,486,618 |
4.1.5 Personnel expenses
The following table shows the trend in personnel expenses in the 2014 and 2015 financial years.
| EUR | 2015 | 2014 |
|---|---|---|
| Wages and salaries | 7,592,957 | 6,357,804 |
| Social security contributions | 1,260,755 | 1,103,652 |
| Group, total | 8,853,712 | 7,461,456 |
Social security contributions contain mainly employer contributions to statutory social security. A defined contribution pension scheme exists as part of German statutory pension insurance for employees in Germany, to which the va-Q-tec Group is required to make payments at the contribution rate prevailing during the period under review of 9.35% (previous year: 9.45%) (employer component) of pension compensation. The contributions rendered amounted to EUR 524,463 in 2015 (previous year: EUR 458,667). In addition, va-Q-tec AG renders contributions of EUR 66,024 (previous year: EUR 58,440) to direct insurance as part of its company pension scheme. Defined contribution commitments have also existed for the Management Board members since 2014, for which EUR 21,868 (previous year: EUR 20,400) was paid into an external congruently reinsured pension fund in the current financial year. As a consequence EUR 612,355 (previous year: EUR 537,507) of expenses for defined contribution pension plans were recognised.
The average number of employees in the 2014 and 2015 financial years is presented below:
| 2015 | 2014 | |
|---|---|---|
| Male employees | 165 | 149 |
| Female employees | 47 | 41 |
| Group, total | 212 | 190 |
4.1.6 Depreciation, amortisation and impairment losses
Depreciation and amortisation charges of EUR 3,169,484 were incurred in the 2015 financial year (previous year: EUR 1,832,211). No impairment losses or reversals of impairment losses occurred in either of these financial years.
4.1.7 Other operating expenses
| EUR | 2015 | 2014 |
|---|---|---|
| Marketing and sales | 1,088,995 | 660,770 |
| Legal, patents and consulting costs | 811,408 | 540,471 |
| Repair and maintenance | 562,100 | 590,592 |
| Rent and leasing | 574,542 | 426,833 |
| Freight | 375,256 | 352,806 |
| Insurance and contributions | 231,048 | 161,249 |
| Other personnel expenses | 203,087 | 215,380 |
| IT and other office costs | 218,471 | 244,701 |
| Expenses relating to other accounting periods | 83,599 | 39,480 |
| Exchange rate losses | 51,162 | 37,057 |
| Additions to other provisions | 25,000 | 50,500 |
| Other | 526,353 | 307,394 |
| Group, total | 4,751,021 | 3,627,233 |
The "Other" item comprises mainly the compensation of the Supervisory Board members, incidental money transfer costs, and other resources and services required for operations such as laboratory supplies and outsourced commercial activities.
4.1.8 Result from equity accounted investments
A proportional negative result of EUR 4,903 was incurred from an equity accounted investment in the current financial year.
4.1.9 Net financial result
| EUR | 2015 | 2014 |
|---|---|---|
| Interest income | 590 | 999 |
| Income from derivative financial instruments | - | 20,258 |
| Financial income | 590 | 21,257 |
| Interest expense | - 889,395 - |
583,057 |
| Expenses from derivative financial instruments | - 170,026 - |
161,385 |
| Financial expenses | - 1,059,421 - |
744,442 |
| Net financial result | - 1,058,831 - |
723,185 |
4.1.10 Income tax
| 2014 | |
|---|---|
| 55,305 | |
| - | 32,414 |
| - | 286,462 |
| - | 263,571 |
Deferred tax is calculated applying tax rates that are valid or expected to be valid on the basis of current legislation in the individual countries as of the realisation date.
The tax reconciliation account explains the connection between the expected tax expense and the actually reported tax expense, which derives from the IFRS consolidated result before income tax, applying a 29.6% income tax rate (previous year: 29.6%). In each case, the income tax rate applied corresponds to the average domestic tax rate of va-Q-tec AG comprised of corporation tax (plus the solidarity surcharge) and trade tax.
| EUR | 2015 | 2014 |
|---|---|---|
| Consolidated earnings before tax | - 634,627 - |
885,618 |
| Expected income tax expense | 29.6% | 29.6% |
| Expected income tax expense (tax income) | - 188,122 - |
262,524 |
| Tax-free income | - 39,370 - |
38,598 |
| Non-tax-deductible operating expenses | 33,942 | 34,848 |
| Non-capitalised deferred taxes on temporary differences and tax loss | 67,911 | 54,483 |
| carryforwards | ||
| Utilisation of non-capitalised loss carryforwards | - 3,664 |
- |
| Reported tax expense | - 71 - |
32,414 |
| Divergent foreign tax rates | - 143,933 - |
1,196 |
| Other effects | - 32,135 - |
18,170 |
| Reported tax expense (tax income) | - 305,443 - |
263,571 |
The following overview shows to which balance sheet items the deferred tax assets and deferred tax liabilities are to be allocated:
| 31.12.2015 | Deferred tax assets | Deferred tax liabilities |
|---|---|---|
| EUR | 31.12.2015 | 31.12.2015 |
| ASSETS | ||
| Intangible assets | - | 17,552 |
| Property, plant and equipment | 191,540 | 190,483 |
| Interests in subsidiaries, joint ventures and associates | - | |
| Non-current financial assets | - | 19,170 |
| Inventories | 46,598 | - |
| Trade receivables | - | 138,200 |
| Other current financial assets | - | - |
| Other current non-financial assets | - | - |
| EQUITY AND LIABILITIES | ||
| Non-current provisions | - | - |
| Non-current financial liabilities | 36,373 | - |
| Other non-current non-financial liabilities | 1,321,656 | - |
| Current provisions | - | - |
| Other current financial liabilities | 262,505 | - |
| Other current non-financial liabilities | 395,042 | - |
| Loss carryforwards | 258,626 | - |
| Total | 2,512,340 | 365,405 |
| Offsetting | - 365,405 |
|
| As reported | 2,146,935 |
| 31.12.2014 | Deferred tax assets | Deferred tax liabilities |
|---|---|---|
| EUR | 31.12.2014 | 31.12.2014 |
| ASSETS | ||
| Intangible assets | - | 10,409 |
| Property, plant and equipment | 46,213 | 100,717 |
| Non-current financial assets | - | 9,825 |
| Inventories | 38,558 | - |
| Trade receivables | - | 90,940 |
| Other current financial assets | 119 | - |
| Other current non-financial assets | - | - |
| EQUITY AND LIABILITIES | ||
| Non-current provisions | 5,825 | - |
| Non-current financial liabilities | 100,397 | - |
| Other non-current non-financial liabilities | 724,519 | - |
| Current provisions | - | - |
| Other current financial liabilities | 88,524 | - |
| Other current non-financial liabilities | 192,241 | - |
| Loss carryforwards | 317,559 | - |
| Total | 1,513,955 | 211,891 |
| Offsetting | - 211,891 |
|
| As reported | 1,302,064 | |
Deferred tax assets are only recognised if it is possible that these tax benefits can be realised. This entails taking into account all currently known positive and negative factors affecting future taxable results. Of the deferred tax assets, EUR 274,796 (previous year: EUR 220,335) are attributable to individual companies that have incurred tax losses in either the current reporting period or in the previous period. Due to the positive business trend, the Group generally assumes that its deferred tax assets can be utilised. Especially at the production company (va-Q-tec AG) and in the container service business (va-Q-tec Ltd. (UK)), extensive investments in personnel, technology and capacities were realised in the years from 2012 to 2015. These
investments are prerequisites for growth. Sustained profitability is assumed in the medium term, thereby allowing the deferred tax assets to be utilised.
As of 31 December 2015 tax loss carryforwards amount to EUR 637,072 (31 December 2014: EUR 413,600), for which no deferred tax assets were recognised. These tax loss carryforwards arise from the subsidiaries in Korea and the USA, which comprise mainly regional purchasing or sales companies. Both companies are still in their foundation and start-up phases, during which they are still operating with losses.
The tax loss carryforwards in the USA can be utilised for up to 20 years, and in Korea for up to 10 years.
4.1.11 Earnings per share
Pursuant to IAS 33, the va-Q-tec Group is not required to calculate and state earnings per share. Disclosures are made voluntarily, and comply in full with the requirements of IAS 33. Earnings per share are as follows:
| 2015 | 2014 | |||
|---|---|---|---|---|
| Consolidated net result after non-controlling interests (EUR) | - | 357,971 | - | 626,555 |
| Weighted average number of shares | 4,578,187 | 4,578,187 | ||
| Earnings per ordinary share and preference share (EUR) | - | 0.08 | - | 0.14 |
The preference shares and ordinary shares of va-Q-tec AG enjoy equal entitlement in terms of dividends. For this reason, earnings per share in relation to ordinary shares and preference shares do not need to be reported separately.
Please refer to the remarks about equity for information about the composition of the issued share capital.
No potentially dilutive financial instruments were issued in the 2014 and 2015 financial years.
4.2 Consolidated statement of financial position
4.2.1 Assets
4.2.1.1 Intangible assets
| Non-current assets | Acquisition and production cost | ||||||
|---|---|---|---|---|---|---|---|
| EUR | Balance on | Exchange rate |
Additions | Reclassifica tions |
Disposals | Balance on | |
| 01.01.2015 | differences | 31.12.2015 | |||||
| 1. | Software | 382,009 | - | 275,755 | - | - | 657,764 |
| 2 | Internally generated intangible assets in production stage | 22,768 | - | 32,328 | - | - | 55,096 |
| Intangible assets, total | 404,777 | - | 308,083 | - | - | 712,860 | |
| EUR | Balance on | Exchange rate |
Additions | Reclassifica tions |
Disposals | Balance on | |
| 01.01.2014 | differences | 31.12.2014 | |||||
| 1. | Software | 328,532 | - | 53,477 | - | - | 382,009 |
| 2 | Internally generated intangible assets in production stage | - | - | 22,768 | - | - | 22,768 |
| Intangible assets, total | 328,532 | - | 76,245 | - | - | 404,777 |
| Non-current assets | Depreciation, amortisation and impairment losses | Carrying amounts | ||||||
|---|---|---|---|---|---|---|---|---|
| EUR | Balance on | Exchange rate |
Depreciation, amortisation and impairment losses in |
Disposals | Balance on | Balance on | Balance on | |
| 01.01.2015 | differences | the financial year | 31.12.2015 | 31.12.2015 | 31.12.2014 | |||
| 1. | Software | 298,743 | - 49,156 |
- | 347,899 | 309,865 | 83,266 | |
| 2 | Internally generated intangible assets in production stage | - | - - |
- | - | 55,096 | 22,768 | |
| Intangible assets, total | 298,743 | - 49,156 |
- | 347,899 | 364,961 | 106,034 | ||
| EUR | Balance on | Exchange rate |
Depreciation, amortisation and impairment losses in |
Disposals | Balance on | Balance on | Balance on | |
| 01.01.2014 | differences | the financial year | 31.12.2014 | 31.12.2014 | 31.12.2013 | |||
| 1. | Software | 250,893 | - 47,850 |
- | 298,743 | 83,266 | 77,639 | |
| 2 | Internally generated intangible assets in production stage | - | - - |
- | - | 22,768 | - | |
| Intangible assets, total | 250,893 | - 47,850 |
- | 298,743 | 106,034 | 77,639 |
The software item includes intangible assets arising from a finance lease. The net carrying amount of the respective assets stands at EUR 4,115 as of the reporting date (31 December 2014: EUR 12,345).
No indicators of potential impairment were identified. Accordingly, no impairment losses or reversals of impairment losses pursuant to IAS 36 were applied in either the period under review, or in the previous year. The intangible assets that the company itself is in the process of creating retained their value as of the reporting date.
4.2.1.2 Property, plant and equipment
| Non-current assets | Acquisition and production cost | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance on | Exchange | Additions | Reclassifica | Disposals | Balance on | |||
| EUR | rate | tions | ||||||
| 01.01.2015 | differences | 31.12.2015 | ||||||
| 1. | Land and buildings | 4,951,735 | - | 28,381 | - | - | 4,980,116 | |
| 2 | Production equipment and machinery | 10,047,898 | - | 1,135,492 | 372,288 | 451 | 11,555,227 | |
| 3. | Other plant, operating and office equipment | 2,752,753 | 812 | 189,648 | 20,233 | 71,751 | 2,891,695 | |
| 4. | Container fleet | 6,277,267 | - | 7,809,220 | - | - | 14,086,487 | |
| 5. | Plant under construction | 3,756,966 | - | 820,807 - | 392,521 | - | 4,185,252 | |
| Property, plant and equipment, total | 27,786,619 | 812 | 9,983,548 | - | 72,202 | 37,698,777 | ||
| EUR | Balance on | Exchange rate |
Additions | Reclassifica tions |
Disposals | Balance on | ||
| 01.01.2014 | differences | 31.12.2014 | ||||||
| 1. | Land and buildings | 4,915,814 | - | 35,921 | - | - | 4,951,735 | |
| 2 | Production equipment and machinery | 7,605,021 | - | 2,005,050 | 437,827 | - | 10,047,898 | |
| 3. | Other plant, operating and office equipment | 2,740,512 | 230 | 12,011 | - | - | 2,752,753 | |
| 4. | Container fleet | 1,732,209 | - | 4,545,058 | - | - | 6,277,267 | |
| 5. | Plant under construction | 3,707,282 | - | 487,511 - | 437,827 | - | 3,756,966 | |
| Property, plant and equipment, total | 20,700,838 | 230 | 7,085,551 | - | - | 27,786,619 | ||
| Non-current assets | Depreciation, amortisation and impairment losses | Carrying amounts | ||||||
| Balance on | Exchange | Depreciation, amortisation | Disposals | Balance on | Balance on | Balance on |
| Balance on | Exchange | Depreciation, amortisation | Disposals | Balance on | Balance on | Balance on | ||
|---|---|---|---|---|---|---|---|---|
| EUR | rate | and impairment losses in | ||||||
| 01.01.2015 | differences | the financial year | 31.12.2015 | 31.12.2015 | 31.12.2014 | |||
| 1. | Land and buildings | 653,626 | - 162,323 |
- | 815,949 | 4,164,167 | 4,298,109 | |
| 2 | Production equipment and machinery | 3,243,522 | - 834,232 |
- | 4,077,754 | 7,477,473 | 6,804,376 | |
| 3. | Other plant, operating and office equipment | 1,842,748 | 453 | 322,856 63,587 | 2,102,470 | 789,225 | 910,005 | |
| 4. | Container fleet | 858,071 | - 1,800,917 |
- | 2,658,988 | 11,427,499 | 5,419,196 | |
| 5. | Plant under construction | - | - - |
- | - | 4,185,252 | 3,756,966 | |
| Property, plant and equipment, total | 6,597,967 | 453 | 3,120,328 63,587 | 9,655,161 | 28,043,616 21,188,652 | |||
| EUR | Balance on | Exchange rate |
Depreciation, amortisation and impairment losses in |
Disposals | Balance on | Balance on | Balance on | |
| 01.01.2014 | differences | the financial year | 31.12.2014 | 31.12.2014 | 31.12.2013 | |||
| 1. | Land and buildings | 495,798 | - 157,828 |
- | 653,626 | 4,298,109 | 4,420,016 | |
| 2 | Production equipment and machinery | 2,524,682 | - 718,840 |
- | 3,243,522 | 6,804,376 | 5,080,340 | |
| 3. | Other plant, operating and office equipment | 1,534,695 | - 308,053 |
- | 1,842,748 | 910,005 | 1,205,817 | |
| 4. | Container fleet | 258,431 | - 599,640 |
- | 858,071 | 5,419,196 | 1,473,777 | |
| 5. | Plant under construction | - | - - |
- | - | 3,756,966 | 3,707,282 | |
| Property, plant and equipment, total | 4,813,606 | - 1,784,361 |
- | 6,597,967 | 21,188,652 15,887,232 |
Assets arising from a finance lease are reported under property, plant and equipment. As of 31 December 2015, these are attributable in a net carrying amount of EUR 11,048,653 to the container fleet (31 December 2014: EUR 5,298,273). Technical plant and machinery, as well as plant under construction, include assets from finance leases with a net carrying amount as of 31 December 2015 of EUR 3,582,651 (31 December 2014: EUR 4,532,077).
The following items of property, plant and equipment serve to collateralise financial liabilities:
- All buildings and land serve as collateral for long-term bank loans. The Group owns land and buildings exclusively at its Kölleda site.
-
All plants and machinery from finance leases at the Würzburg and Kölleda location serve as collateral for the financing of the leasing company. Of the other technical plant and machinery, a proportion with a carrying amount of EUR 1,752,210 (31 December 2014: EUR 1,218,244) serves as collateral for long-term bank loans.
-
From the "Other equipment" category, assets amounting to EUR 1,408,940 (31 December 2014: EUR 803,190) at the Kölleda site serve as collateral for long-term bank loans.
- The entire container fleet deriving from sale-and-finance-leaseback transactions serves the leasing company as collateral for the financing that it grants.
No indicators of potential impairment were identified. Accordingly, no impairment losses or reversals of impairment losses pursuant to IAS 36 were applied in either the period under review, or in the previous year.
4.2.1.3 Equity accounted investments
In September 2015, va-Q-tec AG acquired a non-controlling interest in Sumteq GmbH, for EUR 375,000. Sumteq is a young technology company that develops innovative foams that are to be employed in the future as high-performance core materials for VIPs.
The following table summarises the financial information for Sumteq, adjusted for fair value on the acquisition date, and extrapolating the effects to the reporting date. The table also provides a reconciliation of the summarised financial information with the reported carrying amount of the va-Q-tec interest in Sumteq. The information for the 2015 financial year presented in the table includes the results of Sumteq for the 1 September 2015 to 31 December 2015 period.
| Financial information for Sumteq GmbH | 31.12.2015 |
|---|---|
| EUR | |
| Non-current assets | 1,470,588 |
| Current assets | 493,034 |
| Non-current liabilities | - 477,206 |
| Current liabilities | - 6,881 |
| Net assets (100%) | 1,479,535 |
| Group share of net assets (14.6%) | 215,272 |
| Goodwill | 154,825 |
| Carrying amount of equity accounted investments | 370,097 |
| Financial information for Sumteq GmbH | 2015 |
| EUR | |
| Revenues (01.09.2015 - 31.12.2015) | - |
| Net result for the period (01.09.2015 - 31.12.2015) | - 33,698 |
| Other comprehensive income (01.09.2015 - 31.12.2015) | - |
| Total comprehensive income (100%) | - 33,698 |
| Group share of total comprehensive income (14.6%) | - 4,903 |
4.2.1.4 Other non-current and current financial assets
| Other financial assets | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2015 |
| S uppliers with debit balances |
- | 14,530 | 14,530 |
| Depos its |
46,214 | 577 | 46,791 |
| Mis cellaneous |
- | 1,000 | 1,000 |
| Group, total | 46,214 | 16,107 | 62,321 |
| Other financial assets EUR |
Non-current | Current | Balance on 31.12.2014 |
|---|---|---|---|
| Derivative financial ins truments |
- | 16,900 | 16,900 |
| S uppliers with debit balances |
- | 6,280 | 6,280 |
| Depos its |
45,247 | 22,645 | 67,892 |
| Mis cellaneous |
- | 1,017 | 1,017 |
| Group, total | 45,247 | 46,842 | 92,089 |
The other financial assets are neither overdue nor impaired.
4.2.1.5 Other non-current and current non-financial assets
| Other non-financial assets | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2015 |
| Advance payments on property, plant and equipment |
54,450 | - | 54,450 |
| VAT receivables | - | 434,914 | 434,914 |
| Advance payments on inventories |
- | 22,590 | 22,590 |
| Advance payments and accrued income |
- | 144,559 | 144,559 |
| Mis cellaneous |
- | 102,372 | 102,372 |
| Group, total | 54,450 | 704,435 | 758,885 |
| Other non-financial assets | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2014 |
| Advance payments on intangible as s ets |
199,680 | - | 199,680 |
| Advance payments on property, plant and equipment |
276,830 | - | 276,830 |
| VAT receivables | - | 551,207 | 551,207 |
| Advance payments on inventories |
- | 41,460 | 41,460 |
| Receivables aris ing from applications for s ubs idies |
- | 520,845 | 520,845 |
| Advance payments and accrued income |
- | 38,794 | 38,794 |
| Mis cellaneous |
- | 121,614 | 121,614 |
| Group, total | 476,510 | 1,273,920 | 1,750,430 |
The other non-financial assets comprise mainly claims to reimbursement of energy tax, receivables due from employees, and other advance payments. The receivables in the previous year arising from subsidies that have been applied for relate to government grants that were granted as part of the expansion of the Kölleda location, and paid out in the year under review.
4.2.1.6 Inventories
The inventories position has increased by EUR 506,442 overall (previous year: EUR 282,748).
| Inventories EUR |
31.12.2015 | 31.12.2014 |
|---|---|---|
| Raw materials and s upplies |
2,377,428 | 2,588,785 |
| Work in progres s |
266,523 | 183,105 |
| F inis hed products and goods |
1,933,259 | 1,298,878 |
| Group, total | 4,577,210 | 4,070,768 |
Inventories as of 31 December 2015 include EUR 225,832 impairment (31 December 2014: EUR 271,121). All of the changes in valuation allowances were recognised in profit or loss under changes in inventories. No reversals of valuation allowances were applied in either the reporting year or the previous year. The carrying amount of inventories recognised at net realisable value stands at EUR 552,621 as of 31 December 2015 (31 December 2014: EUR 392,980).
4.2.1.7 Trade receivables
Changes in valuation allowances applied to trade receivables
| EUR | 2015 | 2014 |
|---|---|---|
| Balance at 1 January | 25,865 | 31,036 |
| Consumption | - | - |
| Release | - | 5,171 |
| Addition | 14,464 | - |
| Balance at 31 December | 40,329 | 25,865 |
Where a risk of default relates to a customer, specific valuation allowances applied. The respective business unit head assesses the risk level.
Current trade receivables in an amount of EUR 3,042,573 were transferred against cash as part of factoring agreements during the financial year under review (previous year: EUR 3,265,017). As the transfer does not significantly change the risk position of va-Q-tec, the related receivables are not derecognised, but continue to be reported as trade receivables. The cash received is presented as financing, and reported among current financial liabilities.
The carrying amount of the transferred receivables and of the financial liabilities stands at EUR 446,216 as of 31 December 2015 (31 December 2014: EUR 290,283).
For further information about the trade receivables, please refer to the remarks concerning financial instruments (section 4.4) and risk management (section 4.6).
4.2.1.8 Cash and cash equivalents
The cash and cash equivalents comprise cash balances as well as cash accounts and short-term deposits at banks that had a remaining term of up to three months on addition.
| EUR | 31.12.2015 | 31.12.2014 |
|---|---|---|
| Current account balances | 1,179,512 | 987,158 |
| S avings account balances |
4,073 | 254,065 |
| Cas h balances |
2,460 | 2,485 |
| Group, total | 1,186,045 | 1,243,708 |
4.2.2 Equity and liabilities
4.2.2.1 Equity
The consolidated statement of changes in equity provides a separate presentation of the changes in equity and comprehensive income. The components of comprehensive income are presented on an aggregated basis in the statement of comprehensive income.
Issued share capital
The share capital of the parent entity va-Q-tec AG is reported as the issued share capital in the consolidated financial statements.
The share capital of va-Q-tec AG consists of ordinary shares and voting-entitled preference shares each with a nominal amount of EUR 1.00. Their divisions and changes are presented in the following table:
Nominal value Number of shares
| EUR | ||
|---|---|---|
| Ordinary s hares |
3,470,850 | 3,470,850 |
| S eries A1 preference s hares |
408,500 | 408,500 |
| S eries A2 preference s hares |
698,837 | 698,837 |
| Balance on 31.12.2015 | 4,578,187 | 4,578,187 |
| Ordinary s hares |
3,470,850 | 3,470,850 |
| S eries A1 preference s hares |
408,500 | 408,500 |
| S eries A2 preference s hares |
698,837 | 698,837 |
In relation to the holders of ordinary shares, the holders of preference shares Series A1 and Series A2 are not entitled to any extra dividend.
This does not apply, however, given the generation of liquidation proceeds in the instance that (i) all of the company's shares, or shares of all shareholders corresponding to their respective interest in the company, are purchased, exchanged or transferred in close temporal connection, (ii) the company is liquidated, (iii) the sale of significant assets, distribution of existing reserves or other distributions occurs with payments by the company to shareholders, or (iv) a cash settlement is paid at the time of the merger. In a distribution of liquidation proceeds, Series A2 preference shares would rank ahead of Series A1 preference shares in the sequence of payout.
Additional paid-in capital
Additional paid-in capital includes mainly contributions from shareholders pursuant to Section 272 (2) No. 1 of the German Commercial Code (HGB), less directly attributable transaction costs. In 2015, after-tax transaction costs of EUR 24,779 (previous year: EUR 0) for the 2016 planned capital increase were deducted directly from additional paid-in capital.
Consolidated total other comprehensive income
Consolidated total other comprehensive income includes the reserve arising from the foreign currency translation of the foreign subsidiaries' financial statements.
Retained earnings
Retained earnings mainly comprise cumulative profits carried forward, differential amounts arising from the first-time application of IFRS, and the share of periodic consolidated earnings that is attributable to the owners of va-Q-tec AG.
4.2.2.2 Non-current and current provisions
Provisions
EUR
| Warranties | Archiving | Litigation costs | Other | Total | |
|---|---|---|---|---|---|
| Balance on 01.01.2015 | 30,000 | 17,000 | 15,600 | 33,885 | 96,485 |
| Addition | - | 400 | 17,000 | 64,000 | 81,400 |
| Utilis ation |
- | - | - | 33,885 | 33,885 |
| Releas e |
5,000 | - | 15,600 | - | 20,600 |
| Balance on 31.12.2015 | 25,000 | 17,400 | 17,000 | 64,000 | 123,400 |
| Non-current | 25,000 | 17,400 | - | 4,000 | 46,400 |
| Current | - | - | 17,000 | 60,000 | 77,000 |
The provisions for warranties were calculated on the basis of the previous year's number of complaints, and taking current business trends into account. Provisions for archiving costs are based on collective archiving costs. Provisions for litigation costs include the expected costs from both current and pending litigation. The other provisions are mainly provisions for pending losses arising from sales of products to customers where such sales have failed to cover their costs, and provisions for open services by suppliers.
The company refrained from discounting non-current provisions for reasons of materiality.
4.2.2.3 Non-current and current bank borrowings
The bank borrowings consist of long-term investment loans to finance land, buildings and plants, and shortterm current account overdrafts to finance current assets. These liabilities are subject to covenants relating to the gearing and equity ratio of va-Q-tec AG and of the Group. They are secured through land charges and the collateral assignment of machinery and fixtures, in both cases at the Kölleda site. The long-term loans have remaining terms of one to seven years.
In June 2015, six existing long-term investment loans were refinanced, and replaced by two new long-term loans amounting to EUR 2,440,000 in total. The new loans run until 30 June 2022. The risk arising from variable interest on the new loans was hedged through interest-rate swaps, as it was the case in the past, hedge accounting according to IAS 39 is not applied in this context.
4.2.2.4 Other non-current and current financial liabilities
Financial liabilities
| Financial liabilities | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2015 |
| F inance leas es |
5,024,287 | 3,856,715 | 8,881,002 |
| Dormant inves tment |
- | 487,999 | 487,999 |
| Derivative financial ins truments |
83,755 | 435,000 | 518,755 |
| F actoring |
- | 446,216 | 446,216 |
| Deferred liabilities for outs tanding invoices |
- | 467,173 | 467,173 |
| Mis cellaneous |
- | 92,039 | 92,039 |
| Group, total | 5,108,042 | 5,785,142 | 10,893,184 |
| Financial liabilities | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2014 |
| F inance leas es |
985,289 | 5,266,743 | 6,252,032 |
| Dormant inves tment |
466,109 | - | 466,109 |
| Derivative financial ins truments |
359,709 | - | 359,709 |
| F actoring |
- | 290,283 | 290,283 |
| Cus tomer bonus es |
- | 250,000 | 250,000 |
| Deferred liabilities for outs tanding invoices |
- | 232,484 | 232,484 |
| Mis cellaneous |
- | 108,454 | 108,454 |
| Group, total | 1,811,107 | 6,147,964 | 7,959,071 |
The lease liabilities arise from property, plant and equipment capitalised by way of a finance lease. These primarily concern leases to finance production plants at the Kölleda and Würzburg sites, and the UK subsidiary's container fleet assets, which are financed chiefly through sale-and-finance-leaseback transactions. The leased assets are reported under non-current assets. The reduction in the current proportion of finance leasing in 2015 is attributable to a reclassification of financial liabilities from current to non-current after one of the UK subsidiary's equity covenants was complied with again in March 2015. Due to non-compliance with the covenant as of the 2014 reporting date and the risk that the related liability would be called due, originally non-current lease liabilities of EUR 3,948,479 were recognised as current as of the 2014 reporting date.
The table below presents the lease payments due in the future, with their present values.
31.12.2015
EUR
31.12.2014
| Future minimum lease payments |
Interest | Present value (finance lease liabilities) |
||
|---|---|---|---|---|
| up to one year | 5,833,521 | 566,778 | 5,266,743 | |
| longer than one year and up to five years | 1,054,656 | 69,367 | 985,289 | |
| longer than five years | - | - | - | |
| Total minimum lease payments | 6,888,177 | 636,145 | 6,252,032 |
The derivative financial instruments item includes the negative fair values of interest-rate swaps to hedge variable interest non-current bank borrowings of EUR 83,755 (31 December 2014: EUR 76,959), and the negative market value of EUR 435,000 (31 December 2014: EUR 282,750) of a special termination right of a dormant investor, which is embedded within a dormant investment, which generally carries a term until 31 March 2018, and which requires separation. The special termination right exists in the case of an IPO of va-Q-tec AG. It is assumed that the dormant investor will exercise this special termination right due to the IPO that is scheduled for 2016.
4.2.2.5 Other non-current and current non-financial liabilities
| Non-financial liabilities | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2015 |
| S pecial item for grants |
3,621,991 | 432,001 | 4,053,992 |
| S pecial item for deferred container profits |
3,828,758 | 1,189,220 | 5,017,978 |
| E mployee bonus es |
- | 179,595 | 179,595 |
| Liabilities from other taxes |
- | 141,738 | 141,738 |
| Deferred liabilities for unutilis ed vacation |
- | 51,940 | 51,940 |
| P repayments received for orders |
- | 228,440 | 228,440 |
| Mis cellaneous other non-financial liabilities |
- | 181,128 | 181,128 |
| Other pers onnel liabilities |
- | 83,098 | 83,098 |
| Mis cellaneous |
- | 98,030 | 98,030 |
| Group, total | 7,450,749 | 2,404,062 | 9,854,811 |
| Non-financial liabilities | Balance on | ||
|---|---|---|---|
| EUR | Non-current | Current | 31.12.2014 |
| S pecial item for grants |
3,934,609 | 395,017 | 4,329,626 |
| S pecial item for deferred container profits |
1,733,673 | 504,869 | 2,238,542 |
| E mployee bonus es |
- | 273,535 | 273,535 |
| Liabilities from other taxes |
- | 126,580 | 126,580 |
| Deferred liabilities for unutilis ed vacation |
- | 92,231 | 92,231 |
| P repayments received for orders |
- | 47,848 | 47,848 |
| Mis cellaneous other non-financial liabilities |
- | 156,463 | 156,463 |
| Other pers onnel liabilities |
- | 116,766 | 116,766 |
| Mis cellaneous |
- | 39,697 | 39,697 |
| Group, total | 5,668,282 | 1,596,543 | 7,264,825 |
Government grants
Similar to previous years, the company received further grants from the federal state of Thuringia and from the European Union in 2014 and 2015, as well as investment allowances, resulting from the continuous expansion of its production site in Kölleda, Thuringia. These grants and allowances serve mainly the new construction of further production halls, and the expansion of the vacuum insulation panel production plants at the site. These grants do not need to be repaid as long as the conditions are complied with, as it is currently expected. In the first subsidy period from 2008 to 2011, the subsidies were granted in order to establish the site.
| Special item for grants EUR |
2015 | 2014 |
|---|---|---|
| Balance at 1 January | 4,329,626 | 4,195,189 |
| Addition | 170,852 | 527,625 |
| Releas e |
395,017 | 358,700 |
| Neutral releas e |
51,469 | 34,488 |
| Balance at 31 December | 4,053,992 | 4,329,626 |
| - of which non-current | 3,621,991 | 3,934,609 |
| - of which current | 432,001 | 395,017 |
Deferred income from sale-and-finance-leaseback transactions
In 2015, containers worth EUR 7,214,881 (previous year: EUR 4,479,468), employed as part of the container fleet, were sold via sale-and-finance-leaseback transactions. The increase in lease financing is attributable to strong growth of the container service business. Profit margins in excess of manufacturing costs arising from the sale of containers were recognised under liabilities as deferred income (special item for deferred container profits). This deferred income will be released to other operating income over the containers' respective five-year useful life.
4.2.2.6 Trade payables
Trade payables are recognised at amortised cost. Their recognised values essentially correspond to their market values; they are due within one year.
4.3 Consolidated statement of cash flows
The cash flow statement shows how the cash position has changed at va-Q-tec over the course of the reporting year due to cash inflows and outflows. Pursuant to IAS 7 (Statement of Cash Flows), a distinction is drawn between cash flows from operating, investing and financing activities. The change in liquid assets due to changes in exchange rates is presented separately.
The cash and cash equivalents in the cash flow statement comprise all cash positions reported on the statement of financial position, as well as cash accounts and short-term deposits at banks that have a remaining term of up to three months on addition, are subject to only minor value fluctuations, and whose availability is not restricted.
The cash inflows and outflows from investing and financing activities are presented in accordance with the direct method. Besides additions to intangible assets, inflows and cash outflows from investing activities relating to current business operations also include disposals and additions to property, plant and equipment. Besides cash inflows from equity increases and the drawdowns from bank borrowings, cash flows from financing activities also include cash outflows for the repayment of financial liabilities, as well as cash outflows due to finance leasing. Cash inflows from sale-and-finance-leaseback transactions as well as investment allowances and grants received are shown within separate items within cash flows from financing activities.
By contrast, cash inflows and cash outflows from operating activities are derived indirectly, starting from the consolidated net profit. To this end, the consolidated net profit is adjusted to reflect non-cash expenses and income, primarily depreciation, amortisation, impairment losses, deferred tax, the release of special items, the measurement of financial instruments, and changes in provisions. These adjustments are supplemented by changes in other assets and liabilities, as well as working capital.
Investing and financing processes that have not resulted in a change in cash and cash equivalents are not reflected in the cash flow statement.
4.4 Financial instruments
The following table presents financial instruments with their carrying amounts and fair values, analysed by IAS 39 and IAS 17 measurement categories. All of the fair values are allocated to one of the measurement levels of the fair value hierarchy. Where no corresponding allocation has occurred, it is assumed that the carrying amount corresponds to fair value. This relates mainly to trade receivables, cash and cash equivalents, miscellaneous current financial assets, trade payables and miscellaneous current financial liabilities, all of which have short remaining terms.
Section 1.2 "Basis of preparation of the financial statements" provides a definition of the fair value hierarchy levels. All allocations to levels are reviewed at the end of the reporting period. No reclassifications between levels occurred in either the reporting year or the previous year.
| Values by measurement categories 2015 | Measurement category as per |
Carrying amount | Fair value | of which: fair value | |
|---|---|---|---|---|---|
| EUR | IAS 39 / IAS 17 | 31.12.2015 | 31.12.2015 | Level 1 Level 2 |
Level 3 |
| Financial assets | |||||
| Trade receivables | LaR | 4,415,527 | 4,415,527 | ||
| Other financial assets | |||||
| of which: derivative financial instruments | FVtPL | - | - | ||
| of which: miscellaneous financial assets | LaR | 62,321 | 62,321 | ||
| Cash and cash equivalents | LaR | 1,186,045 | 1,186,045 | ||
| Total | 5,663,893 | 5,663,893 | |||
| Financial liabilities | |||||
| Bank borrowings | FLAC | 8,910,349 | 8,921,232 | 8,921,232 | |
| Trade payables | FLAC | 1,633,172 | 1,633,172 | ||
| Other financial liabilities | |||||
| of which: finance lease liabilities | IAS 17 | 8,881,002 | 8,918,767 | 8,918,767 | |
| of which: derivative financial instruments | FVtPL | 518,755 | 518,755 | 83,755 | 435,000 |
| of which: dormant investment | FLAC | 487,999 | 499,769 | 499,769 | |
| of which: miscellaneous other financial liabilities | FLAC | 1,005,428 | 1,005,428 | ||
| Total | 21,436,705 | 21,497,123 | |||
| Of which aggregated by measurement category as per IAS | Carrying amount | Fair value |
| 39 | Carrying amount | Fair value | ||
|---|---|---|---|---|
| Loans and Receivables | LaR | 5,663,893 | 5,663,893 | |
| At fair value through P&L (asset) | FVtPL | - | - | |
| Financial liabilities measured at amortised cost | FLAC | 12,036,948 | 12,059,601 | |
| At fair value through P&L (liability) | FVtPL | 518,755 | 518,755 |
| Values by measurement categories 2014 | Measurement category as per |
Carrying amount | Fair value | of which: fair value | |
|---|---|---|---|---|---|
| EUR | IAS 39 / IAS 17 | 31.12.2014 | 31.12.2014 | Level 1 Level 2 |
Level 3 |
| Financial assets | |||||
| Trade receivables | LaR | 3,393,928 | 3,393,928 | ||
| Other financial assets | |||||
| of which: derivative financial instruments | FVtPL | 16,900 | 16,900 | 16,900 | |
| of which: miscellaneous financial assets | LaR | 75,189 | 75,189 | ||
| Cash and cash equivalents | LaR | 1,243,708 | 1,243,708 | ||
| Total | 4,729,725 | 4,729,725 | |||
| Financial liabilities | |||||
| Bank borrowings | FLAC | 5,260,382 | 5,273,697 | 5,273,697 | |
| Trade payables | FLAC | 2,219,384 | 2,219,384 | ||
| Other financial liabilities | |||||
| of which: finance lease liabilities | IAS 17 | 6,252,032 | 6,280,304 | 6,280,304 | |
| of which: derivative financial instruments | FVtPL | 359,709 | 359,709 | 76,959 | 282,750 |
| of which: dormant investment | FLAC | 466,109 | 499,428 | 499,428 | |
| of which: miscellaneous other financial liabilities | FLAC | 881,221 | 881,221 | ||
| Total | 15,438,837 | 15,513,744 |
| Of which aggregated by measurement category as per IAS 39 |
Carrying amount | Fair value | ||
|---|---|---|---|---|
| Loans and Receivables | LaR | 4,712,825 | 4,712,825 | |
| At fair value through P&L (asset) | FVtPL | 16,900 | 16,900 | |
| Financial liabilities measured at amortised cost | FLAC | 8,827,096 | 8,873,731 | |
| At fair value through P&L (liability) | FVtPL | 359,709 | 359,709 |
The fair value of Level 2 interest-bearing bank borrowings, finance lease liabilities, and liabilities from dormant investments, is derived as the present value of the expected future cash flows. Discounting is applied on the basis of interest rates prevailing on the reporting date. In the case of variable interest liabilities, the carrying amounts generally correspond to fair values.
The fair value of Level 2 interest-rate swaps is calculated by discounting expected future cash flows on the basis of market interest rates valid on the respective reporting date for the contracts' remaining terms. To measure the currency options, recognised option pricing models are utilised that reflect the volatility of the respective exchange rate and the underlying basis interest rates, among other inputs.
The Level 3 derivative financial instrument relates to an dormant investor's special termination right that is embedded in its dormant investment. This special termination right (which, if exercised, could result in an obligation to make an additional payment) exists for any IPO of va-Q-tec AG. This option's fair value is calculated in each case on the reporting date on the basis of a valuation model. Key measurement parameters include estimates about the event probability of an IPO, the duration of the dormant investment until any IPO, and the expected market capitalisation of va-Q-tec AG capped at a maximum amount at such a date. These estimates are made by management in each case based on the information available on the reporting date. As of 31 December 2015, the imputed probability of an IPO was gauged at 50% (previous year: 50%), and the stock market value of the company was imputed at EUR 100,000,000 (previous year: EUR 65,000,000). As in the previous year, the imputed date for a potential IPO was set at 30 June 2016. Given any IPO, the special termination right might result in a financial obligation of between EUR 500,000 and EUR 870,000.
The following reconciliation shows this financial instrument's fair value changes.
Balance on 31.12.2013 -121,365 Change through P&L -161,385 Balance on 31.12.2014 -282,750 Change through P&L -152,250 Balance on 31.12.2015 -435,000
Reconciliation: Level 3 financial instruments
The fair value changes for this option that are recognised in profit or loss are reported in the consolidated income statement under the "financial expenses" item.
4.5 Net result from financial instruments
The net result relating to financial instruments as presented in the consolidated income statement is composed as follows:
EUR
2015 net results from
| Measurement category as per |
Interest | Interest | Impairment | Reversals of impairment |
Subsequent fair value |
Currency |
|---|---|---|---|---|---|---|
| IAS 39 / IAS 17 | income | expense | losses | losses | measurement | translation |
| LaR | 590 | - | -14,464 | - | - | 22,820 |
| FVtPL | - | - | - | - | -170,026 | - |
| FLAC | - | -354,618 | - | - | - | 14,500 |
| IAS 17 | - | -534,778 | - | - | - | - |
| Total | 590 | -889,396 | -14,464 | - | -170,026 | 37,320 |
EUR
2014 net results from
| Measurement | Reversals of | Subsequent fair | ||||
|---|---|---|---|---|---|---|
| category as per | Interest | Interest | Impairment | impairment | value | Currency |
| IAS 39 / IAS 17 | income | expense | losses | losses | measurement | translation |
| LaR | 999 | - | - | 5,171 | - | -4,925 |
| FVtPL | - | - | - | - | -141,127 | - |
| FLAC | - | -338,590 | - | - | - | 45,715 |
| IAS 17 | - | -244,467 | - | - | - | - |
| Total | 999 | -583,057 | - | 5,171 | -141,127 | 40,790 |
4.6 Risk management
As a company that operates internationally, va-Q-tec is exposed to credit, liquidity, and market risks during the course of its ordinary business activities. Market risks particularly result from changes to exchange rates and interest rates. Financial risk management measures are designed to manage and limit these market risks within the scope of operating and financial activities. Depending on the risk assessment, derivative hedging instruments are deployed, although generally only cash flow risks are hedged. Derivative financial instruments are used for operational hedging purposes, and are consequently not held for trading. Hedge accounting according to IAS 39 is not applied in this context. To reduce default risk, hedging transactions are entered into only with financial institutions with excellent credit ratings.
The basic principles of the financial policy are regularly controlled by the Management Board and monitored by the Supervisory Board.
Credit risks
Credit risk is the risk that business partners will not be able to meet their contractual obligations, and that the va-Q-tec Group will incur a financial loss as a consequence. In the course of its operating activities, the Group is exposed to default risk, especially in the case of trade receivables, as well as risks as part of its financing activities, including its derivative financial instruments.
The credit risk from trade receivables is managed at the company level (i.e. locally), and monitored constantly. Identifiable default risks applying to financial assets are reflected through impairment losses.
The maximum credit risk of the financial assets (including derivatives with positive market values) corresponds to the carrying amount recognised on the statement of financial position. The maximum credit risk stood at EUR 4,477,484 as of the 31 December 2015 reporting date (31 December 2014: EUR 3,486,017).
The age structure of trade receivables to which no individual valuation allowances have been applied is displayed in the following table:
| Trade receivables | 31.12.2015 | 31.12.2014 |
|---|---|---|
| EUR | ||
| Not overdue | 3,717,029 | 2,864,880 |
| Less than 30 days | 403,289 | 390,831 |
| 30-90 days | 155,712 | 76,081 |
| 91-360 days | 114,915 | 53,683 |
| More than 360 days | 19,667 | 3,538 |
| Unimpaired receivables | 4,410,612 | 3,389,013 |
| Carrying amount of impaired receivables | 4,915 | 4,915 |
| Total | 4,415,527 | 3,393,928 |
Unimpaired trade receivables showed no indications of requiring the application of an impairment loss. The recoverability of receivables that are neither overdue nor impaired is regarded as very high. This assessment is due, above all, to the long-standing business relationships with most buyers, and our customers' credit ratings. The other financial assets are neither overdue nor impaired.
Due to the relatively high concentration of sales revenue on a few major customers, the sales function focuses to a great extent on acquiring new customers in all market areas addressed by va-Q-tec.
Liquidity risks
Liquidity risk i.e. the risk that va-Q-tec is unable to meet its financial obligations, is limited through the creation of the requisite financial flexibility, and through an effective cash management system. To manage the future liquidity position, va-Q-tec employs corresponding liquidity planning instruments. No liquidity bottlenecks were identifiable as of the reporting date. Unutilised overdraft lines existed were available to a sufficient extent.
Specific liquidity risks for the Group arise from the relatively high proportion of individual major customers with whom no long-term contracts exist, and such customers' theoretical default risks or risks of departure, as well as from potential repayment obligations to banks given non-compliance with covenants, and in relation to subsidy institutions given non-compliance with subsidy terms. The management steers these potential liquidity risks through targeted commercial, financial and organisational measures.
The following lists show the contractually agreed, undiscounted interest and principal payments for the non-derivative and derivative financial liabilities as per IFRS 7. If the maturity date is not fixed, the liability is related to the earliest due date. Interest payments with variable interest yield are taken into account according to the terms applicable as of the reporting date. We mainly assume that the cash outflows will not occur earlier than shown.
The following table includes the repayment amount (including assumed future interest payments to be rendered) at the respective stated maturity date:
2015
Repayment amounts
| on respective due date | Other financial liabilities | |||||
|---|---|---|---|---|---|---|
| EUR | Bank borrowings | Finance lease liabilities |
Derivative financial instruments |
Miscellaneous other financial liabilities |
Trade payables | Total |
| 2016 | 7,082,717 | 4,456,985 | 485,601 | 1,525,178 | 1,633,173 | 15,183,653 |
| 2017 | 430,986 | 3,402,981 | 36,820 | - | - | 3,870,786 |
| 2018 | 414,846 | 1,844,783 | 27,372 | - | - | 2,287,001 |
| 2019 | 399,309 | 105,764 | 18,114 | - | - | 523,187 |
| 2020 | 386,679 | 54,001 | 10,586 | - | - | 451,266 |
| 2021 and after | 553,413 | - | 6,326 | - | - | 559,739 |
| Total 31.12.2015 | 9,267,949 | 9,864,513 | 584,820 | 1,525,178 | 1,633,173 | 22,875,633 |
| 2014 | ||||||
|---|---|---|---|---|---|---|
| Repayment amounts on respective due date |
Other financial liabilities | |||||
| EUR | Bank borrowings | Finance lease liabilities |
Derivative financial instruments |
Miscellaneous other financial liabilities |
Trade payables | Total |
| 2015 | 3,617,265 | 5,836,141 | 35,013 | 920,721 | 2,219,384 | 12,628,524 |
| 2016 | 782,683 | 658,959 | 302,046 | 519,750 | - | 2,263,437 |
| 2017 | 340,565 | 224,615 | 10,891 | - | - | 576,071 |
| 2018 | 332,485 | 168,462 | 6,750 | - | - | 507,697 |
| 2019 | 243,374 | - | 2,778 | - | - | 246,152 |
| 2020 and after | 114,194 | - | 439 | - | - | 114,633 |
| Total 31.12.2014 | 5,430,566 | 6,888,177 | 357,917 | 1,440,471 | 2,219,384 | 16,336,514 |
Collateral in the form of land charges on land and buildings at the Kölleda site exists for va-Q-tec loans and bank overdrafts utilised as of the reporting date. Collateral assignments of machinery and fixtures also exist at the same location. Production plants at the Kölleda and Würzburg locations are assigned as collateral for finance leases. Finally, the UK subsidiary's containers, which are leased as part of the container fleet, are assigned as collateral for finance leases. Due to non-compliance with the covenant as of the 2014 reporting date and the risk that the related liability would be called due, originally non-current lease liabilities of EUR 3,948,479 were recognised as current as of the 2014 reporting date.
Currency risks
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in exchange rates. va-Q-tec is exposed to it primarily from its operating activities (if revenues and/or expenses are quoted in a currency different from the functional currency of the Group company in question). Where financially feasible, va-Q-tec hedges its significant exchange rate risks by employing forward currency transactions. The hedging of value fluctuations of future cash flows from expected transactions involves planned costs denominated in foreign currency. Differences caused by exchange rates when financial statements are translated into the Group currency are not taken into account.
For the disclosure of market risks, IFRS 7 requires sensitivity analyses that show how changes to relevant risk variables (e.g. exchange rates, interest rates) might affect earnings and equity. To gauge periodic effects, a potential change in the risk variables is applied to the financial instruments position on the reporting date. This approach assumes that this year-end position is a representative for the financial year concerned.
The following sensitivity analysis is based on the USD and the GBP as the significant foreign currencies for the va-Q-tec Group. The analysis is based on the status as of 31 December 2015 of the positions of receivables, liquid assets and liabilities denominated in USD and GBP. Effects on consolidated results and equity were calculated that are derived from the simulated USD and GBP exchange rates as of the reporting date.
The following currency scenarios are derived: If the value of the USD had been 10% higher against the EUR as of the reporting date, consolidated profit/loss would have been EUR 58,092 (previous year: EUR 37,433) higher, and consolidated equity would have been EUR 58,092 (previous year: EUR 37,433) higher. If the value of the USD had been 10% lower against the EUR as of the reporting date, consolidated profit/loss would have been EUR 58,092 (previous year: EUR 37,433) lower, and consolidated equity would have been EUR 58,092 (previous year: EUR 37,433) lower. If the value of the GBP had been 10% higher against the EUR as of the reporting date, consolidated profit/loss would have been EUR 42,302 (previous year: EUR 109,220) higher, and consolidated equity would have been EUR 42,302 (previous year: EUR 109,220) higher. If the value of the GBP had been 10% lower against the EUR as of the reporting date, consolidated profit/loss would have been EUR 42,302 (previous year: EUR 109,220) lower, and consolidated equity would have been EUR 42,302 (previous year: EUR 109,220) lower.
Interest rate risks
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate due to changes in market interest rates. The risk of fluctuations in market interest rates to which the Group is exposed results primarily from variable rate loans and overdrafts. The Group manages its interest rate risk in relation to financial liabilities through employing interest rate derivatives in the form of interest rate swaps for long-term loans, whereby no hedge accounting is applied.
Interest rate risks according to IFRS 7 are calculated by means of sensitivity analysis. The following sensitivity analysis includes both the effects on the net interest result due to variable interest financial instruments existing on the respective reporting date, and the value changes of the interest-rate swaps that have been concluded. The effects of variable market interest rates on consolidated results in equity were calculated.
If the market interest rate level as of the reporting date had been 100 basis points higher, the consolidated profit/loss would have been EUR 23,274 lower (previous year: EUR 6,757 lower), and consolidated equity would have been EUR 23,274 lower (previous year: EUR 6,757 lower). If the market interest-rate level as of the reporting date had been 100 basis points lower, the consolidated profit/loss would have been EUR 37,901 higher (previous year: EUR 5,338 higher), and consolidated equity would have been EUR 37,901 higher (previous year: EUR 5,338 higher).
Capital management
The primary objective of capital management at va-Q-tec is the continuous and long-term enhancement and growth of the company's value, and the securing of its liquidity. A high credit rating and a good equity ratio represent important building blocks to this end. The Group manages its capital structure and implements adjustments while taking changes in economic conditions into account.
va-Q-tec regularly monitors its capital on the basis of various key figures. The equity ratio represents an important key indicator in this context. The Management Board has set a 25% minimum equity ratio as a short-term target for the Group, and a 35% minimum equity ratio as its medium-term target.
The consolidated equity ratio has fallen to 23.8% due to the higher level of debt and the slight reduction in equity (previous year: 31.2%). This key indicator lies slightly below the target that the Management Board set.
In the 2015 financial year, financial liabilities of the parent company va-Q-tec AG in amounting EUR 8,081,216 (previous year: EUR 4,671,166) were subject to financial covenants relating to the separate financial statements of va-Q-tec AG, which are compiled according to the reporting standards of the German Commercial Code (HGB). The covenants require gearing for the parent company of less than 3.0x EBITDAR (previous year: 3.5x EBITDAR) and an equity ratio of at least 40%. These covenants were met for the parent company. Since the 2014 financial year, financial liabilities of va-Q-tec Ltd. (UK) from finance leases of EUR 7,908,471 as of 31 December 2015 (previous year: EUR 3,948,479) have been subject to a covenant based on the separate financial statements of va-Q-tec Ltd. (UK). This covenant requires equity as recognised on the balance sheet of at least EUR 2,500,000 from 31 December 2014. This covenant was met on the reporting date, having not been met at the end of 2014. This covenant was met again in March 2015 through increasing the equity of va-Q-tec Ltd. (UK).
5 Other disclosures
5.1 Segment information
Pursuant to IFRS 8, the va-Q-tec Group is not required to published segment reporting. Disclosures are made voluntarily, and comply in full with the requirements of IFRS 8.
For the purpose of segment reporting, the activities of the va-Q-tec Group are separated by operating segments on the basis of the regulations of IFRS 8 (Operating segments). The structure is based on internal management and reporting on the basis of legal entities. The va-Q-tec Group operates in the three operating segments of "va-Q-tec AG", "va-Q-tec Ltd. (UK)" and "Other".
va-Q-tec AG develops and produces innovative and energy-efficient vacuum insulation panels (VIPs). Besides VIPs, va-Q-tec AG develops and sells products such as air freight containers, thermal packaging, and heat storage components (Phase Change Material/PCM), and also provides expert thermal consulting. The company also offers customised development solutions in the thermal insulation area. The rental of thermal boxes for the transportation of temperature-sensitive goods, especially pharmaceuticals, was newly added in the year under review.
The activities of va-Q-tec Ltd. (UK) comprise the rental of air freight containers. To this end, va-Q-tec Ltd. (UK) maintains a growing fleet of rental containers for globally operating pharmaceuticals and logistics companies. These air freight containers are manufactured by va-Q-tec AG. In addition, va-Q-tec Ltd. (UK) realises sales of products.
The "Other" area encompasses the activities of the subsidiaries va-Q-tec Ltd. (Korea) and va-Q-tec Inc. (USA). The Korean subsidiary renders purchasing services, while the US subsidiary provides sales services for the Group.
Apart from the newly added rental business with boxes at va-Q-tec AG, the activities of the three operating segments are unchanged compared with the previous year.
The reporting of va-Q-tec occurs on the basis of the respective local accounting principles. To ensure comparability with these IFRS consolidated financial statements, a reconciliation between internal reporting and IFRS has been performed for each operating segment. Insofar they are material, the supply and service relationships between the operating segments are reported on a consolidated basis.
Segment reporting FY 2015
va-Q-tec Group
| EUR | ||||||
|---|---|---|---|---|---|---|
| va-Q-tec AG | va-Q-tec Ltd. (UK) | |||||
| Local GAAP | Reconciliation | IFRS | Local GAAP | Reconciliation | IFRS | |
| External revenue | 21,063,045 | - | 21,063,045 | 8,694,870 | - | 8,694,870 |
| Internal revenue | 1,232,522 | - | 1,232,522 | 49,697 | - | 49,697 |
| Total sales revenue | 22,295,567 | - | 22,295,567 | 8,744,567 | - | 8,744,567 |
| Total operating revenue | 24,747,653 | 222,888 | 24,970,542 | 8,744,566 | - | 8,744,566 |
| Cost of materials and services | - 9,416,731 | - 43,479 |
- 9,460,211 | - 3,250,809 | 45,750 | - 3,205,059 |
| Personnel expenses | - 7,788,213 | - | - 7,788,213 | - 920,453 |
- | - 920,453 |
| Other operating expenses | - 3,842,897 | 78,919 | - 3,763,978 | - 1,628,054 | - 46 |
- 1,628,100 |
| EBITDA | 3,699,812 | 258,328 | 3,958,140 | 2,945,250 | 45,704 | 2,990,954 |
| Depreciation, amortisation and impairment losses | - 1,415,925 | - 8,230 |
- 1,424,155 | - 1,837,701 | - 8,712 |
- 1,846,413 |
| EBIT | 2,283,887 | 250,098 | 2,533,985 | 1,107,549 | 36,992 | 1,144,541 |
| Result from equity accounted investments | - | - | - | - | - | - |
| Financial income | 36,739 | 1,403 | 38,142 | - | - | - |
| Financial expenses | - 402,607 |
- 212,855 |
- 615,462 |
- 393,924 |
- 62,759 |
- 456,683 |
| EBT | 1,918,019 | 38,646 | 1,956,665 | 713,625 | - 25,767 |
687,858 |
| FY 2015 investments | 2,318,168 | - | 2,318,168 | 8,327,841 | - | 8,327,841 |
| Assets 31.12.2015 | 31,706,190 | 809,343 | 32,515,533 | 14,799,492 | 39,498 | 14,838,989 |
| Non-current assets 31.12.2015 | 16,512,488 | 59,211 | 16,571,699 | 12,334,176 | - 43,759 |
12,290,417 |
| Equity accounted investments | - | - | - | - | - | - |
| Liabilities 31.12.2015 | 15,724,967 | 2,322,839 | 18,047,806 | 11,579,630 | 75,564 | 11,655,194 |
| FY 2015 employees | 195 | 195 | 14 | 14 |
Segment reporting FY 2014
va-Q-tec Group
| EUR | va-Q-tec AG | va-Q-tec Ltd. (UK) | |||||
|---|---|---|---|---|---|---|---|
| Local GAAP | Reconciliation | IFRS | Local GAAP | Reconciliation | IFRS | ||
| External revenue | 19,189,039 | - | 19,189,039 | 3,627,619 | - | 3,627,619 | |
| Internal revenue | 1,130,158 | - | 1,130,158 | - | - | - | |
| Total sales revenue | 20,319,197 | - | 20,319,197 | 3,627,619 | - | 3,627,619 | |
| Total operating revenue | 21,379,415 | 92,174 | 21,471,589 | 3,627,619 | - | 3,627,619 | |
| Cost of materials and services | - 8,662,284 | - 2,080 |
- 8,664,364 | - 1,550,611 | - 74,035 |
- 1,624,646 | |
| Personnel expenses | - 6,825,289 | - | - 6,825,289 | - 416,497 |
- | - 416,497 | |
| Other operating expenses | - 3,275,128 | 26,642 | - 3,248,486 | - 620,499 |
- 25,293 |
- 645,792 | |
| EBITDA | 2,616,714 | 116,736 | 2,733,450 | 1,040,012 | - 99,328 |
940,684 | |
| Depreciation, amortisation and impairment losses | - 1,241,052 | - 8,230 |
- 1,249,282 | - 632,724 |
8,712 | - 624,012 | |
| EBIT | 1,375,662 | 108,506 | 1,484,168 | 407,288 | - 90,616 |
316,672 | |
| Financial income | 120,391 | 31,249 | 151,641 | - | - | - | |
| Financial expenses | - 393,651 |
- 197,376 |
- 591,027 |
- 277,313 |
3,146 | - 274,167 | |
| EBT | 1,102,402 | - 57,621 |
1,044,782 | 129,975 | - 87,470 |
42,505 | |
| FY 2014 investments | 2,443,871 | - | 2,443,871 | 4,865,970 | - | 4,865,970 | |
| Assets 31.12.2014 | 28,959,054 | 607,213 | 29,566,267 | 7,862,798 | 228,002 | 8,090,800 | |
| Non-current assets 31.12.2014 | 16,072,609 | 35,113 | 16,107,722 | 5,890,238 | - 80,797 |
5,809,441 | |
| Liabilities 31.12.2014 | 14,311,680 | 2,146,146 | 16,457,826 | 5,856,562 | 30,233 | 5,886,795 | |
| FY 2014 employees | 179 | - | 179 | 7 | - | 7 | |
Segment reporting FY 2015
va-Q-tec Group
| EUR | Other | Operating Consolidation divisions, total |
||||
|---|---|---|---|---|---|---|
| Local GAAP Reconciliation | IFRS | |||||
| External revenue | 189 | - | 189 | 29,758,104 | - 7,214,881 |
22,543,223 |
| Internal revenue | 355,347 | - | 355,347 | 1,637,566 | - 1,637,566 |
- |
| Total sales revenue | 355,536 | - | 355,536 | 31,395,670 | - 8,852,447 |
22,543,223 |
| Total operating revenue | 362,990 | 3,078 | 366,067 | 34,081,175 | - 4,523,440 |
29,557,735 |
| Cost of materials and services | - 3,057 |
- | - 3,058 |
- 12,668,327 |
313,916 | - 12,354,411 |
| Personnel expenses | - 161,468 | - | - 161,468 | - 8,870,133 |
16,422 | - 8,853,712 |
| Other operating expenses | - 359,106 | - 664 |
- 359,770 | - 5,751,848 |
1,000,827 | - 4,751,021 |
| EBITDA | - 160,641 | 2,414 | - 158,227 | 6,790,867 | - 3,192,276 |
3,598,591 |
| Depreciation, amortisation and impairment losses | - 1,715 |
- | - 1,715 |
- 3,272,283 |
102,799 | - 3,169,484 |
| EBIT | - 162,356 | 2,414 | - 159,942 | 3,518,584 | - 3,089,477 |
429,107 |
| Result from equity accounted investments | - | - | - | - | - 4,903 |
- 4,903 |
| Financial income | 177 | - | 177 | 38,319 | - 37,729 |
590 |
| Financial expenses | - 22,472 |
- 843 |
- 23,315 | - 1,095,461 |
36,039 | - 1,059,421 |
| EBT | - 184,653 | 1,571 | - 183,082 | 2,461,441 | - 3,096,068 |
- 634,627 |
| FY 2015 investments | 25,511 | - | 25,511 | 10,671,520 | - 379,888 |
10,291,631 |
| Assets 31.12.2015 | 214,247 | 618 | 214,864 | 47,569,387 | - 5,643,765 |
41,925,622 |
| Non-current assets 31.12.2015 | 28,454 | - 187 |
28,267 | 28,890,383 | - 427,357 |
28,463,027 |
| Equity accounted investments | - | - | - | - | 370,097 | 370,097 |
| Liabilities 31.12.2015 | 510,674 | - 6,230 |
504,443 | 30,207,444 | 1,726,469 | 31,933,913 |
| FY 2015 employees | 3 | 3 | 212 | 212 |
Segment reporting FY 2014
va-Q-tec Group
| EUR | Other | Operating divisions, total |
Consolidation | Group | ||
|---|---|---|---|---|---|---|
| Local GAAP Reconciliation | IFRS | |||||
| External revenue | 1,003 | - | 1,003 | 22,817,661 | - 4,479,468 |
18,338,193 |
| Internal revenue | 143,462 | - | 143,462 | 1,273,620 | - 1,273,620 |
- |
| Total sales revenue | 144,465 | - | 144,465 | 24,091,281 | - 5,753,088 |
18,338,193 |
| Total operating revenue | 229,817 | - 31 |
229,786 | 25,328,994 | - 3,083,909 |
22,245,085 |
| Cost of materials and services | - 2,571 |
- | - 2,571 |
- 10,291,581 |
804,963 | - 9,486,618 |
| Personnel expenses | - 219,670 | - | - 219,670 | - 7,461,455 |
- | - 7,461,456 |
| Other operating expenses | - 177,617 | - 500 |
- 178,117 | - 4,072,395 |
445,162 | - 3,627,233 |
| EBITDA | - 170,041 | - 531 |
- 170,572 | 3,503,563 | - 1,833,785 |
1,669,778 |
| Depreciation, amortisation and impairment losses | - 1,513 |
- | - 1,513 |
- 1,874,807 |
42,596 | - 1,832,211 |
| EBIT | - 171,554 | - 531 |
- 172,085 | 1,628,756 | - 1,791,189 |
- 162,433 |
| Financial income | 188 | - | 188 | 151,829 | - 130,572 |
21,257 |
| Financial expenses | - 7,751 |
- 1,014 |
- 8,765 |
- 873,959 |
129,517 | - 744,442 |
| EBT | - 179,117 | - 1,545 |
- 180,662 | 906,625 | - 1,792,243 |
- 885,618 |
| FY 2014 investments | 2,326 | - | 2,326 | 7,312,167 | - 150,373 |
7,161,794 |
| Assets 31.12.2014 | 345,157 | 6,729 | 351,886 | 38,008,953 | - 4,827,896 |
33,181,057 |
| Non-current assets 31.12.2014 | 4,481 | - 181 |
4,300 | 21,921,462 | - 150,268 |
21,771,195 |
| Liabilities 31.12.2014 | 443,873 | 1,598 | 445,471 | 22,790,092 | 32,405 | 22,822,497 |
| FY 2014 employees | 4 | - | 4 | 190 | - | 190 |
Starting from the total sum of the operating segments, intragroup transactions are eliminated in the "Consolidation" column, particularly taking into account effects from the sale-and-finance-leaseback transactions.
In the 2015 financial year, three customers existed at va-Q-tec AG and partly at va-Q-tec UK Ltd. that in each case accounted for more than 10% of total consolidated revenue. Sales revenues of EUR 4,237,958, EUR 3,466,942 and EUR 2,642,322 were generated with these customers. In the 2014 financial year, va-Qtec AG and va-Q-tec UK Ltd. had four customers whose share of revenue accounted for more than 10% of total consolidated revenue. The corresponding sales revenues amounted to EUR 5,427,375, EUR 2,759,314, EUR 2,043,732 and EUR 1,991,331.
The revenues are distributed geographically as follows:
| EUR | 2015 | 2014 |
|---|---|---|
| Germany | 7,566,624 | 8,157,836 |
| Other EU countries | 6,962,560 | 4,917,205 |
| Other | 8,014,039 | 5,263,152 |
| Group, total | 22,543,223 | 18,338,193 |
The allocation of revenues with external customers to a geographic region is based on the customer's location. The geographic allocation of non-current assets is based on the domicile of the asset's owner, and is shown in the segment reporting according to legal entities presented above.
The allocation of revenues to products, systems and services is as follows: Sales revenues of EUR 7,411,292 (previous year: EUR 6,428,549) were generated with products (vacuum insulation panels and individually sold heat storage components) in the financial year under review. The Group generated EUR 5,253,947 of sales revenue with systems (thermal packaging and related components) in the reporting year (previous year: EUR 8,019,431). Sales revenues of EUR 9,395,006 were generated from services in the financial year under review (previous year: EUR 3,058,479). Other sales revenues amounted to EUR 482,978 in the financial year (previous year: EUR 831,734).
5.2 Contingencies and other financial obligations
No liabilities arising from guarantees or similar obligations exist as of the reporting date. Other financial obligations exist that derive mainly from operating leases for IT equipment and company vehicles, as well as from rental obligations for buildings.
The due dates of minimum lease payments from irrevocable operating leases and rental agreements are as follows:
| Other financial obligations (contingent liabilities) | 31.12.2015 | 31.12.2014 |
|---|---|---|
| EUR | ||
| Group, total | 967,263 | 409,087 |
| due within one year | 442,812 | 333,179 |
| due between one and five years | 503,877 | 75,908 |
| due after five years | 20,574 | - |
Obligations of EUR 110,000 arising from order commitments for property, plant and equipment continue to exist as of the reporting date (31 December 2014: EUR 0).
5.3 Share-based payment
In 2013, va-Q-tec set up a virtual option program with a total volume of up to 188,591 virtual options. These options have a regular accumulation period of four years. The accumulation period is congruent with the period spent by the beneficiary at the company. The company can reacquire the accumulated virtual options if the underlying employment contract lapses. In the case of an exit event (IPO or corporate disposal), the options are accelerated and accumulated fully, insofar as the exit event occurs at least one year after the option allocation. The exercise price is set on the respective grant date.
Settlement of the virtual options with equity instruments or cash occurs only if the exit proceeds per share lie above the basis price (exercise price) of the options. The company has the unilateral right to settle the virtual options either through equity instruments or cash. va-Q-tec recognises the virtual option program as equity-settled share-based payment, as the Management Board is of the opinion that a current obligation to settle in cash does not exist.
On 1 July 2013, initially 94,296 virtual options with a EUR 7.73 exercise price were allocated from the option program to only one key management member. The fair value on the grant date was calculated with a standard option valuation model (Black-Scholes). This entailed imputing a share price of EUR 1.44, a term of three years, a yield rate of 5.0%, a risk-free rate of 0.5% and a volatility of 25%. This volatility was assumed on the basis of the historical sales revenue and earnings trend, and the still early development stage of va-Q-tec. The calculation generated a fair value of EUR 0 per option. Accordingly, no expense was recognised over the accumulation period to date. Of the allocated options, 58,934 were vested as of the reporting date (previous year: 35,361).
The Annual General Meeting of va-Q-tec AG has authorised the Supervisory Board to allocate to Management Board members additional options as part of the existing option program. Moreover, it has authorised the Management Board of va-Q-tec AG equally to grant options to the company's existing and future employees. No further options had been allocated by the end of 2015, as a consequence of which 94,295 virtual options had not yet been allocated as of the reporting date (previous year: 94,295 virtual options).
5.4 Related parties
IAS 24 requires the disclosure of the existence of related companies, and transactions with, and outstanding balances in relation to, related companies, if they are not already included as consolidated companies in the consolidated financial statements, as well as related individuals. va-Q-tec AG is the Group's ultimate parent entity.
As a matter of principle, key management personnel and their close family relatives are regarded as related individuals at the va-Q-tec Group. Key management personnel comprised the members of the Management and Supervisory Boards of va-Q-tec AG. Above and beyond this, both Management Board members Dr. Kuhn and Dr. Caps are related to the Group as a of result of being significant shareholders in va-Q-tec AG.
Related companies within the va-Q-tec Group are regarded as those companies over which va-Q-tec AG, the Management and Supervisory Board members and their close family relatives, can at least exercise significant influence, or which, for their part, can exert significant influence over va-Q-tec. As shareholder with a 33.4% (previous year: 33.2% interest), Cleantech Europe II S.à.r.L., Luxembourg, represents a related company with significant influence. As associate company of va-Q-tec, Sumteq GmbH, Cologne, is also a related company. As of the reporting date, no open receivables or payment obligations with related companies existed. An equity investment in Sumteq GmbH, Cologne, Germany, of EUR 375,000 was made in the reporting period.
Key management personnel of the va-Q-tec Group
| Management Board | |
|---|---|
| Dr. Joachim Kuhn | since 01.04.2001 |
| Dr. Roland Caps | since 01.04.2001 |
| Christopher Hoffmann | since 01.07.2013 |
| Supervisory Board | |
|---|---|
| Dr. Gerald Hommel Chairman |
since 27.06.2014 |
| Uwe Lamann Deputy Chairman |
since 27.06.2014 |
| Dr. Barbara Ooms-Gnauck | since 27.06.2014 |
| Dr. Alois Flatz | until 31.10.2015 |
| Winfried Klar | since 20.03.2013 |
| Uwe Krämer | since 01.10.2015 |
| Dr. Eberhard Kroth | since 20.03.2013 |
Total compensation of key management members of the va-Q-tec Group
Management Board compensation
| EUR | 2015 | 2014 |
|---|---|---|
| Short-term employee benefits | 542,663 | 474,585 |
| Post-employment benefits | 21,868 | 20,400 |
| Total Management Board compensation | 564,531 | 494,985 |
Compensation totalling EUR 564,531 was paid to the Management Board in 2015 (previous year: EUR 494,985). This compensation consisted of salaries, performance-based annual bonuses, and pension contributions. Defined contribution pension commitments have existed for the Management Board members since 2014. To this end, EUR 21,868 (previous year: EUR 20,400) was paid into an external reinsured pension fund in the year under review. A total of 94,296 stock options were granted to one Management Board member on 1 July 2013.
As in the previous year, no advances or loans were extended to Management Board members in the year under review.
As of 31 December 2015, two Management Board members had personal guarantees amounting to EUR 612,786 outstanding to Thüringer Aufbaubank (31 December 2014: EUR 612,786). These guarantees were issued in 2008 and 2011 without consideration being granted in return by va-Q-tec AG.
Supervisory Board compensation
Compensation totalling EUR 121,387 was granted to the Supervisory Board members for the 2015 financial year (previous year: EUR 85,405). In both the previous year and in the year under review, compensation included only a short-term component, and consists of compensation for normal Supervisory Board activity. In addition to this, consultancy and other services were remunerated in an amount of EUR 20,486 (previous year: EUR 2,659).
As of 31 December 2015, this Supervisory Board compensation generates EUR 52,093 of payment obligations for the company (31 December 2014: EUR 25,733).
As in the previous year, no advances or loans were extended to Supervisory Board members in the year under review.
5.5 Events after the reporting date
In January 2016, a further 47,148 options from the stock option program were issued to two senior employees. A total of 141,444 stock options have been issued as a consequence. For these newly issued options, the fair value on the grant date amounted to EUR 11.93 per virtual option.
In March 2016, va-Q-tec AG rented an additional industrial hall at its Würzburg-Heuchelhof site to further expand pharmaceutical logistics activities.
In April 2016, a term sheet was agreed with a house bank for a structured financing facility to expand and pool existing lending commitments with other house banks. The total short- and medium-term financing facility should thereby expand by around EUR 4,750,000 to EUR 11,000,000. This financing facility should bolster liquidity as part of the company's planned growth. The final lending agreement was still being negotiated when these financial statements were approved for release.
In April 2016, approved capital was created at va-Q-tec AG. The Management Board was authorised to increase the share capital up to and including 31 December 2016 by a total of up to EUR 150,000 by issuing ordinary shares.
In April 2016, an Extraordinary General Meeting authorised the company to make a defined share repurchase. Immediately after the authorisation, va-Q-tec AG realised this share repurchase by purchasing 127,233 ordinary shares from a shareholder for a total amount of EUR 763,398.
In May 2016, the company purchased a plot of land at the Würzburg-Heuchelhof site from the city of Würzburg for its future operational expansion. The EUR 1,547,190 purchase price for the plot of land was settled in va-Q-tec shares. Immediately afterwards, the city of Würzburg sold the shares on Würzburger Versorgungs- und Verkehrs GmbH (WVV). WVV has become a shareholder of va-Q-tec as a result of this transaction.
5.6 Auditor's fees
The fees for the services of the auditor Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft of EUR 115,382 (previous year: EUR 44,040) comprise the following amounts:
| EUR | 2015 | 2014 |
|---|---|---|
| Financial statements audit | 47,580 | 28,983 |
| Other certification services | 7,696 | - |
| Tax advisory services | 22,406 | 11,410 |
| Other services | 37,700 | 3,647 |
Würzburg, 25 May 2016
va-Q-tec AG
The Management Board
Dr. Joachim Kuhn Dr. Roland Caps Christopher Hoffmann