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WashTec AG — Annual Report 2015
Mar 31, 2016
483_10-k_2016-03-31_c6116a91-1d32-46e4-81a6-6c64033ef1f9.pdf
Annual Report
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MaximumCustomerBenefi t.
Annual Report 2015
Unaudited translation for convenience purposes only
We off er everything around carwash
Roll over systems
Wash tunnels
Chemicals
Services
Operations
Content
The Group
| Gr Le l K P Is 2 0 11 hro h 2 0 15 t ou p ve ug . |
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| Re Ea ing Ca h F low ve nu es rn s, s , , Em loy ee s . |
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| p . . . . . . . . . . . f t Re he Ma Bo d . ort t p o na g em en ar . . |
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| T he Ma Bo d . t na g em en ar . . . . . . |
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| im Cu f i t« »M Be sto ax um me r ne . . . . |
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| Co P h i los hy te rp ora op . . . . . . . . |
1 8 |
| Re f t he Su iso Bo d. . ort p o p erv ry ar . . . |
24 |
| Su ina i ity b l Re sta ort p . . . . . . . . |
2 8 |
| T he W h Te S ha as c re . . . . . . . . |
3 6 . . |
Combined Management Report WashTec and the Group
| 2 0 15 G lan 4 2 at a ce . . . . . . . . . . |
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|---|---|
| Ba ic Ba kg d o f t he Gr 3 .4 s c rou n ou p. . . . . |
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| ic it ion Re Ec Po .5 1 ort p on on om s . . . . |
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| Su lem Re 6 5 tar ort p p en y p . . . . . . . |
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| Ou loo k, Op it ies t ort p un , is 6 d R k Re 5 ort an p . . . . . . . . . . |
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| I C S a d R M S r lat d t he o t n e e Gr Ac ing Pr 6 .7 t ou p co un oc es s. . . . . . . |
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| is ing it R k Re h r he ort t t o t p es p ec w Us f F ina ia l ins .7 6 tru nts e o nc me . . . . |
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| Ta ke lat d D isc los .77 ov er- re e ure s . . . . . |
|
| De lar ion Co at te c on rp ora Ma 8 0 t. . na g em en . . . . . . . . . . . |
Consolidated Financial Statements of WashTec AG
| Co l i da d Inc Sta 9 2 te tem t . ns o om e en . . . |
|---|
| Sta f Co he ive Inc 9 3 tem t o en mp re ns om e. . . |
| Co i S l da d Ba lan he 9 4 te et ns o ce . . . . . |
| Co l i da d Ca h F low Sta 9 6 te tem t. . ns o s en . . . |
| Sta f C ha tem t o en ng es in Co i ity l da d Eq 9 7 te ns o u . . . . . . . |
| No he Co l i da d tes to t te ns o F ina ia l Sta f W h Te A G. 9 8 tem ts nc en o as c . |
| i i ity Sta Re b l .1 3 5 tem t sp on s en . . . . . |
Further Information
| 's Au d ito Re ort r p . . . . . . . . . |
.1 3 7 |
|---|---|
| W h Te A G An l F ina ia l as c nu a nc |
|
| Sta G ion ( H B s ho ) tem ts rt v en ers . . |
.1 3 8 |
| W h Te W l dw i de as c or . . . . . . . |
. .1 4 0 |
| ina ia Ca ice F l len da / Le l No / t nc r g a |
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| Co nta ct. . . . . . . . . . . . . . |
14 1 |
The Group
| Gr Le l K P Is 2 0 11 hro h 2 0 15 t ou p ve ug . . |
6 . . |
|---|---|
| Re Ea ing Ca h F low ve nu es rn s, s , , |
|
| Em loy p ee s. . . . . . . . . . . . . . . |
7 . . |
| Re f t he Ma Bo d. . ort t p o na g em en ar . . . |
8 . . |
| T he Ma Bo d. . t na g em en ar . . . . . . . |
9 . . |
| im Cu f i t« »M Be sto ax um me r ne . . . . . |
.1 0 . |
| Co P h i los hy te rp ora op . . . . . . . . . |
1 8 . |
| Re f t he Su iso Bo d . ort p o p erv ry ar . . . . |
24 . |
| Su ina i ity b l Re sta ort p . . . . . . . . . |
2 8 . . . |
| T he W h Te S ha as c re. . . . . . . . . . . |
3 6 . |
Group Level Key Performance Indicators (KPIs) 2011 through 2015
| 2 0 1 5 |
2 0 1 4 |
2 0 1 3 |
2 0 1 2 |
2 0 1 1 |
|||
|---|---|---|---|---|---|---|---|
| Re ve nu es |
in €m |
3 4 0. 9 |
6 3 0 2. |
2 9 9. 7 |
3 0 1. 5 |
2 9 3. 3 |
|
| E B I T D A |
in €m |
6. 4 1 |
6 2 8. |
2 7. 0 |
2 9. 2 |
1 9. 2 |
|
| E B I T |
in €m |
6. 3 4 |
1 8. 4 |
1 7. 1 |
1 9. 2 |
1 0. 4 – |
|
| in E B I T ma rg |
in % |
1 0. 7 |
6. 1 |
5. 7 |
6. 4 |
3. 5 – |
|
| E B T |
in €m |
3 5. 9 |
1 7. 7 |
1 5. 8 |
6. 1 5 |
1 1. 9 – |
|
| Co i inc l da d te t ns o ne |
in €m om e |
6 2 4. |
1 2. 7 |
1 1. 2 |
1 0. 1 |
6 1 4. – |
|
| ing 1 Ea ha rn s p er s re |
in € |
1. 7 8 |
0. 9 1 |
0. 8 0 |
0. 7 2 |
1. 0 4 – |
|
| f l o Fr h ee ca s w |
in €m |
6. 2 2 |
2 5. 1 |
1 5. 7 |
6 1 9. |
8. 4 |
|
| Ba lan he l t to ta ce s e |
in €m |
1 9 0. 0 |
1 8 5. 8 |
1 7 4. 2 |
1 8 3. 6 |
1 9 5. 0 |
|
| ity Eq u |
in €m |
8 0. 3 |
9 0. 9 |
8 7. 8 |
8 4. 4 |
7 5. 3 |
|
| 2 Em loy p ee s |
1, 6 7 2 |
1, 6 7 6 |
1, 6 7 0 |
1, 6 5 0 |
1, 6 6 0 |
||
1 weighted average number of outstanding shares since Dec 31, 2009: 14.0m, since Dec 31, 2013: 13.9m, as of Dec 31, 2015: 13.8m. 2 year average
Revenues, Earnings, Cash Flow, Employees
Report of the Management Board
Dr. Volker ZimmermannChief Executive Offi cer
Dear Shareholders, Customers and Employees,
The slogan for this year's annual report is »Maximum Customer Benefi t«. In the following pages we will take you on a journey to our customers around the world. Various examples will illustrate the diverse and intriguing world of professional car washing.
2015 was the most successful year in WashTec's history so far. With revenues of € 340.9 million, we grew by 12.7% compared to the prior year. Our EBIT was € 36.4 million, almost double the previous year. We thereby achieved an EBIT return of 10.7%. 2015 was also the most successful year for our shareholders in terms of their investment in WashTec. The share performance exceeded 130%. During the fi scal year, the Company distributed more than € 35.7 million to its shareholders in the form of dividends and share buybacks.
The segments of Core Europe, North America and Asia/Pacifi c were the main contributors to this successful growth. With our products and services, we were able to convince not only our large customers as e.g. oil companies, but also achieved increases in sales to independent customers. In summary, we grew in all product areas and regions, especially Equipment and Services developed particularly favorably.
In 2016, we are striving to achieve further revenue growth. We are focused on expanding our sales activities in order to better exploit regional potential. We will expand the chemicals production plant in Grebenau to set it for further growth. We are constructing a show room at our headquarters in Augsburg. This will allow us to present our innovations in a suitable setting and work with our customers to achieve the best solutions. We are also investing in our employees and executives with
corporate philosophy workshops and executive training programs. Also on the agenda are eff orts to increase the effi ciency of our processes, for example through a SAP rollout in our North American subsidiaries or by equipping all service technicians with the latest state-of-the-art hardware.
We started a change process in 2015: a process that involves the Company as a whole and that facilitates a successful and value-oriented development. In our corporate philosophy, we defi ne the foundation: our Nr. 1 objective is customer benefi t, positioning ourselves as the specialist in the car wash industry, pursuing our aspiration to drive innovation and making clear statements regarding management and cooperation. This corporate philosophy forms the basis of our work.
We are fully aware that success requires a team eff ort. Thus, we thank all our employees for their commitment and creativity. Many thanks also to our customers, shareholders and business partners for their support and for the trust they have placed in us. We look forward to staying the course together with you in 2016.
Dr. Volker ZimmermannChief Executive Offi cer
Dr. Volker Zimmermann (1963) CFO/Chief Executive Offi cerAreas: Supply Chain, Research and Development, Service, Quality, Purchasing
Volker Zimmermann earned a doctorate in mechanical engineering and worked for Voith Turbo GmbH & Co. KG for many years as a managing director, among other positions. Most recently, Mr. Zimmermann served as chairman of the board of managing directors at Knorr-Bremse, Systeme für Nutzfahrzeuge GmbH.
Since February 2015, Mr. Zimmermann has been CEO of WashTec AG.
Rainer Springs (1966) CFO/ Member of the Management Board Areas: Finance and IT
Rainer Springs has a masters degree in business administration (earning the title of »Dipl.-Kfm«) from the Universität der Bundes wehr Neubiberg. After having worked for management consulting fi rms for several years, he worked for ABB AG in different fi elds, including robotics. He joined WashTec in 2004 and served as Chief Operating Offi cer for the US subsidiary from 2011 to 2014. Since 2015, Mr. Springs is a member of the Management Board of WashTec AG.
Karoline Kalb (1972) CHRO/Member of the Management Board Areas: Human Resources, Compliance, Investor Relations, Special Projects
Karoline Kalb is a licensed attorney. Since 2001, she has been working for WashTec in various management functions, including as Director of Key Accounts Management and Compliance. Since November 2013, Ms. Kalb has been a member of the Management Board of WashTec AG.
Stephan Weber (1963) CSO/ Member of the Management Board Areas: Sales, Marketing, Product Management
Stephan Weber is an engineer (earning the title of »Dipl.-Ing.«) in the fi eld of wood engineering. After holding diff erent management positions with well-known national and international machine and plant engineering companies, he became a member of the Management Board of Michael Weinig AG where he was responsible for Sales and Marketing. Since January 2015, Mr. Weber has been a member of the Management Board of WashTec AG.
World of WashTec – germany
»The sales team of WashTec has been advising me very competently during our entire cooperation. I am particularly impressed by the prompt service – after a single phone call, a service technician immediately comes to us«, Herbert Manz,
Managing Director Autohaus Manz, Schwarzenfeld, Germany.
Left to right: Karsten Eissmann and Herbert Manz (Autohaus Manz), Günther Kollmer (WashTec Germany)
World of WashTec – france
»I am 100% satisfi ed with my WashTec equipment, the service and the Auwa chemicals«, Charles Rozé, owner of Eldoradeau SARL, Fleury-les-Aubrais, Frankreich.
Left to right: Ghislain Bertrand (WashTec France), Charles Rozé (Eldoradeau SARL) and Gilles Vandeputte (WashTec France)
World of WashTec – usa
»Xtreme Clean is pleased to have chosen Mark VII as our full-service supplier of wash equipment, service and chemical. The ChoiceWash XT enables us to off er a unique product in our expanding market. With Mark VII as our partner, we anticipate a bright future for Xtreme Clean«, Nate Kessler, COO, Xtreme Clean Auto Wash, Michigan, America.
Left to right: Mike Reijonen (Mark VII USA), Nate Kessler (Xtreme Clean Auto Wash)
World of WashTec – australia
»We are thrilled to have the world's best technology from WashTec to deliver an excellent experience to our local customers, every-time. We look forward to a long and profi table partnership with WashTec«, Robert Sacco, Managing Director Waves Carwash, Gungahlin, Australia.
Left to right: Daniel Bianchi (WashTec Australia), Dino Jugovac (Waves Carwash), Andrew Barr (Chief Government Minister ACT), Kevin Foley (WashTec Australia), Robert Sacco (Waves Carwash)
Customer benefi t is our number one objective.
We off er our customers, the end users and car wash operators, the maximum amount of benefi ts.
The Group // Corporate Philosophy Management Report Consolidated Financial Statements Further Information
We are specialists.
We focus on our area of expertise: the carwash. We understand the related processes and technology in all their breadth and depth.
We combine science and technology into overall better solutions; this includes exceptional services covering the entire life cycle.
We are an innovation company.
We are never satisfi ed with the status quo, but strive to constantly improve ourselves.
We proactively look for opportunities, recognize areas for improvement and implement them together and quickly with all our strength.
We live leadership.
Leadership for us means setting an example and seeing the big picture. We provide a professional and creative environment for the successful development of our employees and the company.
We ensure that roles and responsibilities are clearly assigned and know we can rely on each other to perform.
At WashTec, we are entrepreneurs.
We are professionals in our area of expertise, set ourselves the highest standards and are constantly developing our skills.
Each one of us sees the whole picture and makes our contribution. We help each other and share our knowledge. Within our areas of responsibility, we take decisions and accept responsibility for them.
Report of the Supervisory Board
Dear Ladies and Gentlemen,
For WashTec AG, the recently completed fi scal year was the most successful year in the company's history so far. The management board was renewed and enlarged at the start of 2015. With the adoption of a new corporate philosophy, the successful conclusion of various tenders, and numerous initiatives to increase sales excellence, important foundations were laid for even more success in the future with innovative products and maximum customer benefi t.
Work of the Supervisory Board
Dr. Günter BlaschkeChairman of the Super visory Board
The work of the supervisory board was guided by a business strategy that sought to expand market share and improve cost structures. The supervisory board engaged extensively in current business performance. An innovation committee, a sales committee and a sales strategy committee were formed. During the reporting year, the supervisory board adhered to the responsibilities imposed on it under the law, the Company's articles of association and the board's own internal rules of procedure. The supervisory board was directly involved in all decisions of fundamental signifi cance to the Company. In fi scal year 2015, the supervisory board, regularly obtained updates on the condition of the Group.
It also supervised the managerial activities of the Company's management board. The basis for this work was, above all, timely written and oral reports issued to it by the management board. In addition to other reports, the management board reported each month in writing to the supervisory board about business development. When it was needed, the supervisory board also requested additional reports from the management board and inspected other relevant Company documentation. Discrepancies between actual business development and the
plans and targets were explained to the supervisory board in detail and then checked by the supervisory board based on the documents presented to it. The management board conferred and coordinated with the supervisory board above all on the strategic direction of the Company. The supervisory board extensively discussed any transactions, which were important to the Company, on the basis of the reports issued by the management board.
The supervisory board voted on all reports and draft resolutions of the management board, whenever required by law or the Company's articles of association, after thorough examination and discussion. Beyond the extensive work conducted during the supervisory board meetings, the chairman of the supervisory board also discussed the Company's position and its further development and direction in various one-on-one talks with the management board outside of the meetings. The other supervisory board members were also available to exchange views with the management board outside of the meetings. All supervisory board members provided each other with comprehensive reports concerning their respective one-on-one talks with the management board. In fi scal year 2015, the plenary supervisory board held a total of eight ordinary and extraordinary meetings, of which three were held in the form of conference calls. At least one meeting was held each quarter. In addition, nine committee meetings were held, and various resolutions were adopted pursuant to the draft resolution circulation procedure. Attendance at the meetings of the supervisory board and its committees was nearly 100%. The committee work report was presented to the supervisory board during the plenary meetings. This report separately addresses the work of the committees. The topics at the regular conferences of the supervisory board were market performance, the competitive situation, the development of revenues, earnings and staffi ng
During fi scal year 2015, the supervisory board regularly reviewed the situation of the Group and monitored the work of the management board
at the WashTec Group, the fi nancial position and the major participations and investments, and the risk management system. The management board submitted regular and comprehensive reports to the supervisory board about corporate planning, strategic development, the status of business and the current (updated) condition of the Group. Thus, the supervisory board had, at all times, a detailed understanding of all major business events and developments at the WashTec Group. Moreover, any transactions and courses of action, which needed the consent of the supervisory board, were reviewed and then discussed and decided with the management board. The current business and earnings situation relative to the budgeted fi gures was discussed at all of the meetings. Furthermore, the following individual topics were included on the agenda of the meetings:
- 2015 priorities:
- Current business and earnings situation
- New corporate philosophy: maximized customer benefi ts are highest priority
- Annual planning 2016/ Mid-term planning 2017– 2018
-
Supervisory board and management board matters
-
Discussion of the annual fi nancial statements of WashTec AG and the consolidated fi nancial statements for fi scal year 2014 (1st quarter),
- Resolutions about the agenda for the annual general meeting of shareholders (1st quarter),
- Supervisory board matters (ongoing), specifi cally the composition of the committees,
- Workshop regarding the corporate philosophy (4th quarter),
- Management board aff airs (ongoing), replacement and enlargement of the management board (1st quarter),
- Annual planning 2016 (budget), strategic and mid-term planning 2017 – 2018 (4th quarter),
- Target fi gures for the percentage of women on the supervisory board and management board, remuneration system of the management board and the Long Term Incentive Plan, Corporate Governance Code and declaration on conformity, compliance (3rd and 4th quarter),
- Investment into chemical production at the Grebenau site.
Critical items on the agenda for the meeting, which was held on March 23, 2016 and at which the accounts were approved, included not only a discussion of the annual fi nancial statements of WashTec AG and the consolidated fi nancial statements for fi scal year 2015 (including the approval and adoption of the annual and consolidated fi nancial statements), but also a discussion of the combined management report. Also discussed in the presence of the annual accounts auditor were the draft resolutions intended for submission to the annual general meeting of shareholders.
Report on the work of the committees
In order to effi ciently discharge its duties, the supervisory board also formed an innovation committee and a sales strategy committee, thereby adding to the existing committees: the audit committee, the personnel committee and the nominating committee. This was undertaken in compliance with the requirements of the German Corporate Governance Code. The current composition of the committees is printed on page 80. The committees serve to prepare the topics and resolutions for the supervisory board meetings. At the same time, they do in fact execute some decision-making authority, which is delegated to them pursuant to mandatory laws and regulations. We provide below a brief overview of the committee work.
The audit committee convened four times in the recently completed fi scal year. In the presence of the annual accounts auditor, the committee focused mostly on the 2014 consolidated fi nancial statements, the management report, the 2014 management letter, the compliance and risk report, as well as the results as of the 2015 half-year report, the report on the review [prüferische Durchsicht], the check on the supervisory board priorities and the follow up of the management letter from the annual accounts auditor. The quarterly reports were discussed at length, and the audit parameters were defi ned.
The personnel committee met twice during the reporting year. The subject matters involved the reorganization of the management board and a Long Term Incentive Plan (LTIP) for the management board.
The nominating committee did not meet during the reporting year.
The innovation committee, formed in the 3rd quarter, met three times in the recently completed fi scal year. Its focus was primarily on organization, procedures, strategically important R&D projects and the mid-term goals of WashTec AG.
The sales strategy committee, formed in the 4th quarter, met once during the reporting year. The main topic was the positioning of WashTec. The committee dis cussed, above all, how WashTec might enhance the focus and improve the global implementation of its broad-based marketing strategy.
Good collaborative relationships were guaranteed at all times.
No confl icts of interest arose for the supervisory board members.
Corporate Governance
The management board and supervisory board determined target fi gures for the percentage of women on the supervisory board and on the management board and dealt with the changes to the Corporate Governance Code, reviewed corporate governance and issued a new declaration of conformity, which is printed on page 85.
Remuneration system for the management board
The management board remuneration system is based on the duties and performance of the management board members and on the condition of the Company. The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fi xed and variable components, and in general, it tracks the sustained development of the Company. During the reporting year, a Long Term Incentive Plan (LTIP) for the management board was passed and is described in detail in the remuneration report.
All of the components of remuneration are structured in such a way that each of them is reasonable both in and of itself and in the aggregate, and that they do not encourage the directors to take unreasonable risks. The remuneration of the management board and the supervisory board members is more described in more detail the remuneration report on pages 85–88. The supervisory board most recently approved the annual resolu tion about the management board remuneration system at its meeting of December 15, 2015.
Audit of the annual and consolidated fi nancial statement 2015
The management board prepared the annual fi nancial state ments of WashTec AG, the consolidated fi nancial statements and the combined management report of WashTec AG and of the Group as of December 31, 2015. PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Munich was selected by the annual general meeting of shareholders to serve as annual and consolidated accounts auditor. It audited the management report and issued an unqualifi ed auditor's report on each of them.
PricewaterhouseCoopers also audited the annual fi nancial statements of the key group companies of WashTec AG.
The audit committee initially defi ned the focus of the audit and thereupon engaged the auditor to perform the audit accord ingly. Prior to and during the fi nancial statements audit, the audit committee monitored the independence and qualifi cation of the auditor.
The auditor was also engaged to review whether the monitoring system established by the management board was capable of identifying in a timely manner the potential risks that could
jeopardize the Company's very existence. In this respect, the auditor stated that the management board had taken the measures required in accordance with § 91 (2) of the German Stock Corporation Act (AktG) and that these measures were suitable for identifying at an early stage any developments that could threaten the Company's continued existence. Moreover, the supervisory board itself regularly monitors the eff ectiveness of WashTec AG's internal control systems, the risk management, the internal auditing and the compliance of WashTec AG.
The audited annual fi nancial statements of WashTec AG, the audited consolidated fi nancial statements, the combined management report of WashTec AG and of the Group as of December 31, 2015, as well as the management board's proposal on the use of the unappropriated surplus [Bilanzgewinn] had been presented to all members of the supervisory board in a timely manner so that the latter could carry out their own review. Financial statements and reports were the topic of the supervisory board meeting, which was held on March 23, 2016 in order to approve the accounts. As part of that supervisory board meeting, the management board also issued a report regarding the development of the Company's earnings.
The annual accounts auditor attended the meeting on March 23, 2016 and provided the supervisory board with a direct and extensive report on the fi ndings of his audit and on the focus of the audit. All questions posed by members of the supervisory board were answered here in detail. The supervisory board noted the audit fi ndings and reviewed the annual fi nancial statements of WashTec AG, the consolidated fi nancial statements, the combined management report and the management board's proposal on the use of unappropriated surplus. The supervisory board's review did not yield any objections. At its meeting held for purposes of approving the accounts, the supervisory board approved the annual fi nancial statements of WashTec AG (as prepared by the management board) and the consolidated fi nancial statements. The annual fi nancial statements of WashTec AG are thereby formally adopted. The management board's proposal on the use of the unappropriated surplus was approved by the supervisory board after it reviewed the proposal.
Changes on the Management Board
For the future, an expanded management board team consist ing of current and newly appointed members is undertaking the task of exploiting additional opportunities for sustained growth in revenues, earnings and increasing company value. Eff ective February 1, 2015, Dr. Volker Zimmermann was ap pointed Chief Technology Offi cer (CTO) and Management Board Chairman (CEO). Ms. Karoline Kalb's responsibilities on the management board are the areas of management culture, talent management and leadership development along with corporate communication, compliance and special projects. Mr. Stephan Weber was appointed Chief Sales Offi cer (CSO) eff ective January 1, 2015. Mr. Rainer Springs was appointed Chief Financial Offi cer (CFO), eff ective February 1, 2015. Already in the very fi rst year, we have come one big step closer to meeting the supervisory board's high expectations for the management board team; namely, of preserving continuity and, above all, creating stimuli for sustained profi table growth.
The supervisory board would like to thank the management board and all managers for their good and constructive cooper ation. A very special thanks, however, goes out to all employees whose dedication and commitment helped make 2015 such a success.
Augsburg, in March 2016
On behalf of the Supervisory Board
Dr. Günter Blaschke
Chairman of the Supervisory Board
Sustainability Report
Our future is secured through sustainable economic activities: economic activities not just of our Company, but also those of society as a whole. Even today, these considerations infl uence our actions as we use resources as effi ciently as possible. We also take our responsibility to employees and society very seriously. Our goal is to create sustainable value and to leave behind for the next generations a world that is ecologically and socially intact.
In this way, WashTec meets the highest standards not only in matters involving product and service quality, but also in matters of environmental protection. WashTec is committed to the principle of environmental sustainability, and therefore always manages its business aff airs in a manner that uses resources and materials as effi ciently as possible. Our environmentallyfriendly products allow us to help preserve the globally scarce sources of energy and raw materials.
Below we would like to explain to you how sustainability is implemented at WashTec.
Product responsibility
1. WashTec Products
- WashTec products not only preserve the fi nancial resources of our customers through lower energy usage, reduced fresh water consumption and the use of recycled water via water reclaim systems and optimally dosed chemicals, but also thereby protect the environment. WashTec supports the customers in their pursuit of sustainable business activities.
The WashTec environmental seal identifi es all products and product components that are particularly environmentallyfriendly and preserve resources
Through its site research, WashTec supports its customers in optimally designing products for the local site in order to avoid waste and the risk of under-dimensioning wash capacity. Only in this manner the optimum use of resources for the economical result can be achieved while simultaneously preserving resources.
All WashTec equipment meet every environmental regulation currently in force and off er a fresh water-preserving alternative to the manual car washing approach that is prohibited in Germany and other countries. Even in markets with lower environmental standards or greater water scarcity, WashTec expects to see more and more regulation. This means greater potential for environmentally-friendly automated car washes with water reclaim systems. In Northern Europe, the environmental policy requirements are increasingly strict, and even in other countries, a ban against manual car washing is under discussion. In Scandinavia, WashTec uses for many years now the »Nordic Swan« label for particularly environmentally-sound water reclaim equipment and/or car wash facilities.
In automated car washing, water and other substances, such as shampoo and oil, remain in a closed cycle and cannot, as such, seep into the ground or the groundwater. Since clean water is a resource that is as indispensable as it is precious, WashTec off ers water recovery systems which, by treating the process water, reduce fresh water consumption during car washes by up to 90%. Thus, for example, a roll-over system with water reclaim equipment uses only between 14 and a maximum of 30 liters of fresh water during a standard wash (compared to 44 liters of fresh water consumed during a standard wash with a modern washing machine). With the new AquaX2, it will be possible to reduce energy consumption of the water reclaim equipment by a further 70%.
Minimized consumption of fresh water
Source: WashTec Analysis
2. WashTec- or AUWA-Chemical products
WashTec and AUWA stand for vehicle cleaning and care, which is at once both thorough and environmentally sound.
The range of products encompasses a line-up of cleaning and care products for car wash facilities and spans everything from special solutions for water recovery systems to a comprehensive assortment of cleaning and care of wash equipment and wash bays. Environmental compatibility is a priority for all AUWA chemical products. Strict and seamless quality controls ensure that all products always satisfy all currently valid statutory requirements and that, for example, the wastewater thresholds are always met. The need to comply with the highest environmental and health standards is just as obvious. Thus, for example, all used active washing substances are bio-degrad able, environmentally-friendly and non-abrasive.
A number of products satisfy the requirements of the Nordic Ecolabel (Nordic Swan), as well as the VDA. Moreover, special wash chemical products are inspected under the DHI-criteria (which classifi es products according to various environmental categories) as well as under the ÖNORM B5106, which focuses on the wastewater response of the products.
The AUWA product program is harmonized with all WashTec water reclaim equipment and in this manner helps retain a high level of water quality. The concentrated and highly effi cient products assist in reducing dosage quantities – and therefore, consumption – and in improving the quality of the process water and in thereby lowering fresh water needs. Specifi c dosage recommendations on the product packaging help to avoid excessive dosages.
Production
1. Equipment
The majority of the equipment production takes place at the headquarters in Augsburg and has in recent years been continually updated and reorganized. Moreover, the subsidiary located in Denver, Colorado (USA), produces car wash equipment primarily for the North American market. The company in China serves as supplier of components and assembles equipment for the Asian market. The subsidiary in the Czech Republic manufactures equipment and components for the fi nal assembly in Augsburg. In Recklinghausen, control units are manufactured for the entire Group.
Since exhaust fumes and exhaust air generated during production are fi ltered, the discharge or emission of harmful substances is kept to the lowest extent technically possible. Thereafter, products are installed and maintained at our customers' places of business by about 500 in-house service technicians, subcontractors and technical personnel of our sales partners. The service technicians are on the road with modern, speciallyequipped service vehicles, which themselves carry along suitable equipment and fi ttings ranging from tools and spare parts to safety equipment such as, for example, special mobile scaff olding.
The average period of use for car wash equipment is between seven and ten years. At the end of the period of use, the equipment is then professionally disassembled and either refurbished or professionally removed. All functional specifi cation documents for the development of the equipment at WashTec include rules for a possible complete re-usage or recycling of
the products. Virtually all existing peripheral components can be used again in the event of an equipment replacement – which now even extends to system control components. The sustainability of our products was examined as part of a project conducted by the Ecological Institute of Freiburg. The fi ndings had an infl uence on the additional product development in terms of ecological aspects such as water and energy consumption over the period of use. This is where customer utility and sustainability come together.
2. Wash chemicals
The wash chemical products sold by AUWA are conceptualized and produced in our laboratory in Augsburg, Bollebygd (SE) and Grebenau in close cooperation with the WashTec R&D Department.
During the production of AUWA products, the available resources are always handled sparingly. Accordingly, any raw materials such as dye, fragrances, emulsifying agents, or similar products, which are not required for the product to work, are avoided to the highest extent possible. All wash chemical products are concentrates automatically diluted and apportioned in the wash equipment. In addition to saving weight, this process also saves packaging materials, thereby reducing transport costs to a minimum.
The use of high-value ingredients in a highly concentrated and optimized mixture reduces chemical consumption per wash. By using concentrated cleaning agents, the use and the related transport costs and exhaust fume emissions can be reduced by 30 –70% per product.
WashTec environmental scorecard
The WashTec environmental scorecard may be divided primarily into the following two areas:
1. Energy
At WashTec, the vehicle fl eet makes up the largest percentage of overall energy needs (65%). All vehicles newly acquired by WashTec are equipped with economical diesel motors with particle fi lters. These fi lters reduce the discharge of particles by up to 99% per vehicle. In addition, the fuel consumption is lowered to the furthest extent possible by equipping the service vehicles with GPS navigation systems facilitating optimized route planning and thereby keeping travel time as low as possible. The company car policy provides for limits and penalty rules for CO2 emissions.
Energy-effi cient systems are used for heating buildings. Actions and measures such as energy reclamation, air recirculation, steering technology, insulation of buildings beyond the industrial standard or the use of locally available remote heating systems for heating buildings are the outcome of the responsibility for sustainability.
The electricity, which WashTec procures for the corporate headquarters and the main production site in Augsburg, is derived up to 39.9% (prior year: 32%) from renewable energy. This fi gure is signifi cantly higher than the national average of 24.6% (prior year: 22%). WashTec thereby actively contributes to reducing radioactive waste and lowering its CO2 emissions.
2. Waste
In 2015, WashTec generated 2,530 tons of waste material in Germany by having taken back old equipment and due to production waste. This waste is systematically sorted and recorded. Through the resolute separation of disposable waste (e.g., metal
and sheets), the sale of these waste materials in 2015 yielded proceeds of € 250k (prior year: € 270k). Disassembled old systems are either refurbished or professionally removed by authorized service providers.
Certifi cations
Since 2000, WashTec is certifi ed under ISO 9001 and ISO 14001, which are standards that set forth the globally recognized requirements in responsible quality management and environmental management systems. Under the environmental management system based on ISO 14001, WashTec is taking part in the »Environmental Pact for Bavaria – Sustainable Growth with Environmental and Climate Protection Components«. This is a voluntary agreement between the Bavarian state government and Bavarian industry which, among other things, creates an obligation to provide additional environmental protection work going far beyond the standards required by law. In addition, WashTec is certifi ed under SCC. »SCC« stands for »Safety Certifi cate Contractors«. The fulfi llment of this standard by engaging in preventative measures serves to protect the safety and health of our employees and also covers other requirements of environmental protection. The certifi cations, which are routinely performed by DEKRA, also validate whether there has been compliance with the statutory provisions and rules and establish legal certainty.
Ecological aspects form a permanent part of WashTec's strategic planning: from product development to resource management in the production. At WashTec, group-wide environmental goals are routinely set and measures for their achievement adopted, which measures are realized and evaluated in projects. Goal realization and environmental management systems are regularly reviewed and are explained in an annual management review. A continuous improvement process serves as a means for achieving the goals defi ned by the Company.
Stakeholder Dialogue
WashTec as a sustainable investment
Due to the Company's sustainable business model, WashTec shares are included as components in investment funds that focus on sustainable investment. Since 2007, WashTec has received the »SRI Pass-Status« (Sustainable & Responsible Investment) as a sustainable investment.
Customer satisfaction
Our goal is to off er our customers at all times the best possible products and processes as well as the best possible service for operating a successful car wash business.
In order to review the extent to which we can satisfy this goal, we constantly carry out customer satisfaction surveys in which we review the level of satisfaction with our products (e.g., regarding quality, price-performance ratio, introductory operational training) and our customer service (e.g., regarding quality, reaction time, friendliness). According to the most recent survey conducted in Germany, customer satisfaction with WashTec service and our products is very high. Almost 170 service deployments and approximately 100 machine installations were evaluated in 2015. More than approximately 100 of our chemicals customers were surveyed as well. Our chemicals customers are particularly satisfi ed with initial training (orientation) and technical advice on new products (grade: 1.3) and with wash results (grade: 1.2). In Services, it was employee friendliness, above all, that received high marks (grade: 1.3). Eighty-percent (80%) of our customers expressed a level of satisfaction with our product assembly team that was higher than the satisfaction level with services performed by service providers in general, whereas approximately 19% of those customers judged it at about the same level. (Grading based to the German school grading scale where 1 represents the best grade and 6 the lowest grade).
Personnel and Compliance
1. WashTec Code of Ethics
Since 2005, a standard Code of Ethics applies to all companies of the WashTec Group, and its main tenet requires that all employees comply with all laws and directives (compliance). The Code includes the key directives on how employees ought to interact with one another and how to interact with customers, suppliers, advisors and government offi cials. The WashTec managers and the Company's employees in Sales, Purchasing, Personnel and Finance routinely sign an avowal to comply with the directive. Any violations will be pursued. The WashTec Code of Ethics can be downloaded from www.washtec.de.
2. Corporate Philosophy
The corporate philosophy (»Leitbild«) introduced in fi scal year 2015 provides all employees with guidance on how to interact among themselves and with customers. Highest priority above all is on providing maximum customer benefi t. Each contact with WashTec should be a positive experience for our customers. The corporate philosophy is the basis for our leadership policies. The corporate philosophy is being rolled out throughout the Group in the form of global workshops for all employees. Management training programs are built upon this philosophy and specifi cally tailored to WashTec's needs.
3. Employee Handbooks
In all foreign subsidiaries of the WashTec Group, the most important provisions concerning the employment relationships are also governed in so-called »Employee Handbooks«. These contain, for example, rules on non-discrimination, handling employee complaints, employee interaction as well as general rules on structuring employment relationships.
4. Internal Compliance Audits
All departments and companies within the WashTec Group are regularly audited on their compliance with all applicable internal and external directives and rules. These audits take the form of a so-called »internal compliance audit«. Thus, any inconsistencies or discrepancies should be identifi ed as early as possible and corrected.
5. Training and human resource development
Human resource development plays an important role at WashTec. WashTec off ers all its employees the opportunity to participate in internal and external continuing education and training programs. These programs range from foreign language and IT courses and specialized training to soft skills training (e.g., for managers). A separate budget is planned each year for employee training. Throughout the Group, 90% of the advanced training courses requested by the employees were carried out.
In North America, the Company has voluntarily launched a system to continue paying compensation during illness because the local laws and regulations have not to date required such benefi ts.
The Company's headquarters are in Augsburg. At this location, the Company off ers formal training in the fi elds of information technology (IT), mechatronics, and qualifi cation as an industry business person [Industrie-Kauff rau/-mann]. The number of training positions is supposed to be tripled in 2016. Likewise, in 2016, the training faculties should be expanded to cover the fi eld of industrial mechanics.
6. Employee satisfaction
The employees of WashTec are a key to our business success. We are constantly working towards always improving in this area.
In a study conducted by »Focus«, WashTec was recognized as one of the best employers in the engineering sector.
The communication between management board members, managers and employees improved as a result of social activities conducted during non-business hours, such an annual ski trip, a company running event or the WashTec happy hour.
7. Health and safety
Through its regular training on work safety, the ergonomic design of its work stations and its medical wellness checks (e.g., in connection with the »WashTec Health Days« program, which is regularly off ered in Germany), WashTec has proven its commitment to the health of its employees. Since 2007, E-learning software has helped our managers train our employees.
Moreover, under the SCC certifi cation, WashTec has a very well-developed employee safety system and health protection management system. WashTec service technicians are under a special obligation to learn and understand the issue of safety. The focus of regular training and certifi cation programs are training sessions for conduct in and around gas stations in preparing and implementing work related to the commissioning, maintenance and servicing of our equipment and systems. All WashTec service technicians in Germany participated in a driver safety training program (using their company cars). The roll-out of new safety equipment is accompanied by extensive training sessions. Thus, for example, all service technicians were given special mobile scaff olding, which was developed in collaboration with a well-respected scaff olding manufacturer. In a training program, which was separately conceptualized for that purpose, our employees were introduced to the so-called »WashTec Tower« in order to be able to correctly and safely use the advantages of the scaff olding, which had been specially developed to meet the needs of working on wash equipment
at greater heights. The concept and launch of the »WashTec Tower« was awarded the »Clever Fox« (»Schlauer Fuchs«) prize by the employers' liability insurance association for woodwork and metalwork (Berufsgenossenschaft für Holz und Metall). Compliance with these safety provisions is routinely monitored in internal and external audits. Likewise, the results from audits carried out at customers' locations are used to motivate our employees and to continually improve the working conditions.
In connection with the reorganization of the production routines and investments in the production sites, special emphasis has also been placed on ergonomic work stations and tools. The number of occupational accidents at WashTec has also declined signifi cantly in the past years according to the industry averages reported by the employers' liability insurance associations. Awards, which are handed out by major customers in the oil industry for successful safety work, validate for us the high standard of our culture of safety at WashTec.
8. Balancing family and career
Balancing family and career is a matter that lies close to every parent's heart. WashTec actively seeks to meet this need for a work-life balance among its employees. To this end, WashTec is off ering a number of customized, fl exible work models. Evidence of its success is the excellent way in which staff members, who return from parental leave, reintegrate into the challenging roles and responsibilities and the rising number of mothers and fathers concluding part-time agreements.
Social commitment – Bunter Kreis
The birth of a handicapped child, a heart problem or the diagnosis of cancer, an accident or hereditary disease always aff ects the entire family and changes lives abruptly. With approximately 70 professionals, the registered association known as Bunte Kreis e.V., which was formed in Augsburg in 1991, supports handicapped and severely sick children as well as their families in that situation in terms of psychiatry, social services, medicine and fi nance. The work of the Bunte Kreis is absolutely critical for the local children's hospital in Augsburg, the Augsburger Kinderklinik. The Bunte Kreis is helpful particularly during the period following the release from the hospital when it assists families in dealing with their new challenges and burdens. The reliable follow-up care often also allows children to leave the hospital early. Since the frequently time-consuming care for sick children and their families is fi nanced only in part through public healthcare insurance, WashTec has continually supported the Bunte Kreis since 1996 and has done so as one of the main sponsors by making both monetary and in-kind donations.
The WashTec Share
Karoline Kalb Member of the Management Board
Stock market performance in 2015
During some periods in 2015, global stock markets experienced high volatility. This was particularly the case for the Chinese stock market which, after a brilliant start, came under massive pressure during the middle of the year and created a drag on the European stock markets as well. The cause of these trends were increasing concerns about economic growth in China. Particularly during the second half of the year, these concerns produced considerable downward pressure on oil prices and industrial raw materials. As a consequence, the currencies and stock markets of commodity-dependent countries began to decline. By the end of the year, the US Federal Reserve decided to raise its prime rate for the fi rst time in many years, thereby applying an additional brake on economic growth (even though the decision had been widely expected).
Compared to the rest of the world, the German stock market showed a favorable trend in 2015. In March, the DAX climbed above 12,000 points for the fi rst time in its history and reached its peak for the year in April (climbing to 12,391 points) before closing 2015 at 10,860 points on the last trading day of the year. Thus, the DAX gained 9.4% for the year. The small-cap index, SDAX, climbed 26.6% to 9,098 points, and the European benchmark stock index, Euro Stoxx 50, reported a 3.2% gain to 3,288 points.
WashTec share price increases 132.8 % during the course of the year
The WashTec share price entered 2015 at € 13.10 and, by the end of the day on January 6, 2015, reported its low for the year at € 12.90. On December 1, 2015, the share price reached its annual high of € 33.70 and, at the end of the year, equaled € 30.50. The price increase in 2015 was 132.8%.
Market capitalization of approximately € 426 million, December 31, 2015
The Company's market capitalization at year's end rose to € 426 million (Source: Deutsche Börse) as a result of the good performance. In the Deutsche Börse AG ranking relating to the Prime Standard companies not included in the DAX or the TecDAX indices, WashTec – as of November 30, 2015 – achieved a ranking of 84 in terms of market capitalization (based on shares held in free fl oat) and 112 in terms of trading volume and therefore just missed inclusion in the SDAX. In order to be included in the SDAX, a company must rank in the top 110 under both criteria. Eff ective March 21, 2016 Deutsche Börse has included WashTec in SDAX as a result of the good performance and increased trading volume.
Entry in SDAX as at March 21, 2016
Price development of WashTec shares 2015/2016 compared to the SDAX (index)
As of February 29, 2016, the shares were trading at € 30.05 per share.
Attractive dividend policy
Pursuant to a resolution adopted by the annual general meeting of shareholders on May 13, 2015, the Company paid its shareholders a dividend of € 1.65 per share for fi scal year 2014, which consisted of a dividend payment of € 0.70 per share as well as a special dividend payment of € 0.95 per share.
In August and September 2015, a share buyback program was implemented in the form of a public share buyback off er. In connection with the share buyback program, the Company purchased almost 550,000 shares at a price of € 23.20 per share. Following the conclusion of the program, the Company holds 4.25% of its own shares.
Total Shareholder Return 145.4%
In 2015, the Company made distributions equaling € 35.7 million in the form of share buybacks and dividend payments. The total shareholder return was 145.4%.
WashTec aims to have an attractive dividend policy that ensures a successful continued growth of the Company. Moreover, the Company shall regularly review the prospect of distributing special dividends or the possibility of buying back shares. Such measures will be evaluated on the condition of the Company having suffi cient funds at its disposal for expanding its market position.
The Company therefore plans to recommend that the annual general meeting of the shareholders renew the authorization, which is expiring in 2016, for buying back shares representing up to 10% of the registered share capital. Details regarding prior share buybacks can be found in the investor relations section of the Company's website: www.washtec.de.
Changes in the shareholder structure
The WashTec AG shares are listed on the Prime Standard segment, and the majority of those shares are held by institutional investors. The strong focus of WashTec products on environmental protection and sustainability is also refl ected in the stake held by shareholders, who select their investments on the basis of clearly defi ned sustainability criteria.
Shareholder structure as December 31, 2015
3 Setanta Asset Management
(WpHG)
In fi scal year 2015, WashTec received numerous voting rights notifi cations pursuant to the German Securities Trading Act (WpHG):
Nmás1 Dinamia, S.A., Madrid, Spain, informed us that its voting shares on July 20, 2015 exceeded the 10% threshold and equaled 10.80% on that day. The voting shares of EQMC Europe Development Capital Fund plc., Dublin, Ireland, were attributed to it.
Nmás1 Dinamia, S.A., Madrid, Spain, informed us that its voting shares on September 16, 2015 fell below the 10% threshold and equaled 9.781% on that day. The voting shares of EQMC Europe Development Capital Fund plc., Dublin, Ireland, were attributed to it.
Nmás1 Asset Management, SGIIC, S.A., Madrid, Spain, informed us that its voting shares on September 16, 2015 fell below the 10% threshold and equaled 9.781% on that day. The voting shares of EQMC Europe Development Capital Fund plc., Dublin, Ireland, were attributed to it.
EQMC Europe Development Capital Fund plc, Dublin, Ireland, informed us that its voting shares on September 16, 2015 fell below the 10% threshold and equaled 9.781% on that day.
Kempen Oranje Participaties N. V., Amsterdam, Netherlands, informed us that its voting shares on September 28, 2015 exceeded the 10% threshold and equaled 10.73% on that day.
WashTec AG informed us that on September 14, 2015 its treasury shares exceeded the 3% threshold and equaled 4.25% on that day.
Lazard Freres Gestion SAS, Paris, France, informed us that its voting shares on October 12, 2015 fell below the 5% threshold and equaled 4.94% on the day. 4.04% of the voting rights was attributed to the company. The voting rights of SICAV Objectif Small Caps Euro (among others) are attributed to it.
Seven investors therefore each hold at least 5.00% of the voting rights, and 35.20% are held in free fl oat. According to the defi nition used by Deutsche Börse, free fl oat equals 87.37%, because own shares and the shares of Dr. Kurt Schwarz are removed.
Directors' Dealings
The following directors' dealings were reported to the Company pursuant to the Securities Trading Act (WPHG):
- Purchase of 5,000 shares by Dr. Liebler, Supervisory Board Member, on May 13, 2015,
- Purchase of 5,000 shares by VVG Familie Roland Lacher KG, which is represented by Mr. Lacher, Supervisory Board Member, on May 18, 2015,
- Purchase of 5,000 shares by Dr. Hein, Supervisory Board Member, on May 29, 2015,
- Purchase of 12,500 shares by Dr. Zimmermann, Management Board Member, on September 25, 2015,
- Purchase of 3,000 shares by Mr. Weber, Management Board Member, on November 19, 2015,
- Purchase of 4,000 shares by Mr. Springs, Management Board Member, on December 10, 2015,
- Purchase of shares totaling 3,300 shares by Ms. Kalb, Management Board Member, on December 21, December 23, and December 29, 2015.
Active investor relations work continued
In 2015, management continued an ongoing dialogue with shareholders, the fi nancial community and journalists. On the occasion of publishing its results, the Company held fi nancial press con ferences as well as conference calls for analysts and investors. At the annual general meeting of shareholders on May 13, 2015, the Management Board shared its detail position on the current market situation, business development and strategy and discussed these matters with the shareholders. Moreover, the shareholders of WashTec AG were updated in a timely manner about all important events. WashTec participated in the capital market conferences of Baader Bank in September, the Equity Capital Forum in November, and Oddo Seydler (Lyon) in January 2016.
WashTec shares are covered by a number of independent analysts
WashTec shares are regularly analyzed and valued by analysts at reputable fi nancial institutions (Hauck & Aufhäuser, HSBC Trinkaus & Burkhardt, MM Warburg). In January 2016, Bankhaus Lampe initiated coverage.
Key data on WashTec shares
| 20 15 |
20 14 |
20 13 |
||
|---|---|---|---|---|
| An l cl osi ice * nua ng pr |
€ | 30 .50 |
13. 10 |
10 .70 |
| l hi An h nua g |
€ | 33 .70 |
13. 44 |
11 .40 |
| An l lo nua w |
€ | 12 .90 |
10. 11 |
8.9 0 |
| eni ice An l op nua ng pr |
€ | 13 .10 |
10. 30 |
9.0 0 |
| Nu mb of s har of De c 3 1** er es as |
mi llio n |
13 .4 |
13. 9 |
13 .9 |
| Fre e fl De c 3 1 oat on |
% | 35 .2 |
34 .6 |
29 .8 |
| Ma rke ital iza tio f D 31 t ca p n a s o ec |
€ m illio n |
42 6.4 |
182 .5 |
14 9.1 |
| De vel r th nt op me ove e y ear |
% | 32 .8 +1 |
+ 2 7 |
9 +1 |
| (for aris SD AX ) co mp on: |
% | +2 6.6 |
5 | + 2 9 |
| Ear nin sh *** gs per are |
€ | 1.7 8 |
0.9 1 |
0.8 0 |
| Div ide nds r sh pe are |
€ | 1.7 0 |
1.6 5 |
0.6 4 |
* based on Xetra-closing prices
** without the 594,646 own shares of WashTec AG
*** weighted average number of outstanding shares since 31 Dec 2009: 14.0m, since 31 Dec 2013: 13.9m, at 31 Dec 2015: 13.8m
Additional information and contact:
Current data regarding the WashTec shares and detailed information about the WashTec Group and its products can be found on the Company's website at www.washtec.de.
In addition, any persons interested in the Company and its shares may also contact the Investor Relations Department at WashTec AG:
| Te lep ho ne |
4 9 8 2 1 5 5 8 4- 0 + |
|---|---|
| Fa x |
9 8 2 8 3 4 1 5 5 4- 1 1 5 + |
| i E- M l a |
ht ht de @ wa s ec wa s ec |
Combined Management Report WashTec AG and the Group
| 2 0 G lan 15 at a ce . . . . . . . . . . |
2 4 |
|---|---|
| ic f t Gr Ba Ba kg d o he s c rou n ou p. . . . |
.4 3 |
| Re Ec ic Po it ion ort p on on om s . . . . |
5 1 . |
| Su lem Re tar ort p p en p y . . . . . . . |
6 5 |
| Ou loo k, Op it ies t ort p un d R is k Re ort an p . . . . . . . . . . |
6 5 |
| C S a S r I d R M lat d t he o t n e e Gr Ac ing Pr t ou p co un oc es s. . . . . . . |
.7 6 |
| R is k Re ing it h r he ort t t o t p w es p ec |
|
| f ina ia Us F l Ins tru nts e o nc me . . . . |
6 .7 |
| Ta ke lat d D isc los ov er- re e ure s . . . . |
. 7 7 |
| De lar ion Co at te c on rp ora |
|
| Ma t. . na g em en . . . . . . . . . . . |
8 0 |
2015 at a Glance
WashTec Group*
- All regions and products reported revenue and earnings growth
- Revenues of € 340.9m or 12.7% higher than prior year (9.9% increase after adjusting for exchange rate eff ects)
- Revenues in Q4 9.9% (€ 8.6m) higher than prior year
- EBIT nearly doubles to € 36.4m with an EBIT margin of 10.7%
- EPS climbs to € 1.78
Core Europe
- Signifi cant revenue increase and earnings improvement
- Revenues: € 276.6m; EBIT: € 34.0m
Eastern Europe
- Signifi cant revenue increase and earnings improvement
- Revenue: € 14.3m; EBIT: € 0.2m
North America
- Signifi cant revenue increase and earnings improvement
- Revenue: € 54.3m; EBIT: € 1.6m
Asia/Pacifi c
- Signifi cant revenue increase and earnings improvement
- Revenue: € 14.8m; EBIT: € 0.7m
* segment disclosures without consolidation
Revenue, EBIT, EBIT margin, free cash fl ow
Basic Background of the Group
1
1.1 Business model
WashTec is the leading provider of innovative solutions for car wash worldwide. The WashTec product range comprises all types of vehicle wash equipment as well as the associated peripheral devices, wash chemicals and water reclaim systems. WashTec also off ers comprehensive servicing packages cover-
ing the entire lifecycle of the products sold, including main tenance of the equipment, operator models and brokering the fi nancing for the equipment. The sale of equipment and service are the Company's major revenue drivers.
1.1.1 Group and organizational structure
The WashTec AG consolidated fi nancial statements cover not only the parent company, but also the following group companies. WashTec AG directly or indirectly owns 100% of these companies.
- 1 Control and profi t (loss) pooling agreement
- 2 Company constitutes a sub-group with Benelux Carwash Management B.V., Zoetermeer, The Netherlands, WashTec Benelux Administrative B.V. Zoetermeer, The Netherlands, and WashTec Benelux N.V., Brussels, Belgium, the profi ts and losses of which are booked to WashTec Benelux B.V. Zoetermeer, The Netherlands.
- 3 This company is currently inactive
- 4 Includes operating sites in Norway
- 5 WashTec Cleaning Technology GmbH 90%, WashTec Holding GmbH 10%
- 6 Includes subsidiary WTMVII Cleaning Technologies Canada, Inc. in Canada
- 7 Formerly WashTec Carwash Operations GmbH
WashTec AG
As the Group's ultimate parent company, WashTec AG is responsible for the strategic management and control of all its subsidiaries
As the Group's ultimate parent company, WashTec AG is responsible for the strategic management and control of all its subsidiaries.
Since this company does not have any operations of its own, its results of operation, net assets, and fi nancial position depend solely on the fi nancial performance of its subsidiaries. As a result, the information set out below relates mainly to the Group. Information specifi c to WashTec AG is provided where required. The subsidiaries of WashTec AG are AUWA-Chemie GmbH, WashTec Holding GmbH and WashTec Carwash Management GmbH. The WashTec AG has profi t and loss pooling agreements with AUWA-Chemie GmbH and WashTec Carwash Management GmbH.
WashTec Holding GmbH
With the exception of AUWA-Chemie GmbH and WashTec Carwash Management GmbH, the WashTec Group's operational interests are held by WashTec Holding GmbH, based in Augsburg, Germany. The WashTec Holding GmbH has profi t and loss pooling agreements with WashTec Financial Services GmbH and WashTec Cleaning Technology GmbH.
WashTec Cleaning Technology GmbH
The bulk of operations is performed by WashTec Cleaning Technology GmbH, Augsburg, Germany. This is where the key products of the WashTec Group are developed, manufactured, sold and serviced. The Company's subsidiaries and independent foreign sales partners are supplied and supported by WashTec Cleaning Technology GmbH.
Foreign subsidiaries
The WashTec Group has subsidiaries in all of the key Core European, Northern American and Asia/Pacifi c markets. Subsidiaries in the US, Canada, Australia, China, Spain, the UK, France, Belgium, Denmark/Norway, Poland, Austria, Italy and the Netherlands are responsible for selling and servicing WashTec products. For an overview of the production sites, see section 1.1.3.
WashTec Financial Services GmbH
WashTec Financial Services GmbH brokers for customers of the WashTec Group customized instruments for fi nancing the acquisition of WashTec products. It receives a brokerage commission from the lenders involved in the fi nancing deals; most of those lenders are commercial leasing entities.
AUWA-Chemie GmbH
AUWA-Chemie GmbH develops, manufactures and sells chemical products for car wash equipment. It has its own distribution organization in Germany and distributes via WashTec subsidiaries and independent distribution partners.
WashTec Carwash Management GmbH
WashTec Carwash Management GmbH (formerly WashTec Carwash Operations GmbH) handles the operation of car wash equipment on behalf of and for the account of its customers. The company also off ers numerous other services, such as profitability and site analyses.
1.1.2 Locations
WashTec is represented worldwide The WashTec Group has a global presence with nearly 1,700 employees worldwide and branches in all major markets including Core Europe, Eastern Europe, North America, and Asia. WashTec also has a broad network of independent sales partners and thus is represented in about 70 countries throughout the world.
1.1.3 Production, sourcing and logistics
WashTec has a global logistics and produc tion network
WashTec has an international procurement and production chain with production facilities in China, the Czech Republic, the US and Germany. Most of the equipment for Europe is assembled in Augsburg, Germany. The carwash equipment for the North American market is produced in Denver (USA), and the equipment for the markets in Asia is produced mostly in Shanghai (China). The Czech Republic handles most of the sheet metal production, and components are preassembled there as well. The Company has two other sites in Germany where control units for the entire Group (Recklinghausen) and the wash chemicals (Grebenau) are produced. WashTec uses modern and constantly evolving production methods to produce all of its products.
1.1.4 Reporting by segment
WashTec's global business was broken down into four geographical segments. In the »Core Europe« segment, the activities of the WashTec Group in Western Europe are consolidated. The »Eastern Europe« segment comprises the countries of Eastern Europe including Russia, whereas the segment in »North America« includes the activities in the United States and Canada. The »Asia/Pacifi c« segment primarily includes the business development of the Australian and Chinese subsidiaries. Due to organizational changes, which involved consolidating the Eastern European segment and the previous export activities into the headquarters, WashTec will not separately report the Eastern European segment beginning in fi scal year 2016. In the future, Eastern Europe will be part of the Core Europe segment. Today's structure for the North America and Asia/ Pacifi c segments will remain the same.
1.1.5 Management and control
As required by the German Stock Corporations Act (Aktiengesetz or AktG), WashTec AG has a two-tiered managerial and supervisory structure, which is composed of a management board and the supervisory board. WashTec's management board was expanded from two to four members in early 2015. The management board, in its own authority, manages the Company, determines its strategic positioning and pursues the goal of eff ectively increasing the Company's value. The supervisory board, which consists of six members according to the articles of association, advises and supervises the management board.
As the company that manages the group, WashTec AG determines the corporate strategy and senior management decisions, resource allocation and communications between the company's important target groups, particularly the capital market and the shareholders. A high-priority goal of WashTec is to permanently increase shareholder value. The Company's internal controlling pursues this challenge through a value-oriented management system. This system encompasses an integrated planning and controlling strategy, target ratios for management as well as measures for ensuring a sustainable growth in profi ts, effi ciency improvements and effi cient capital management. The Company's management board and supervisory board defi ne the corporate strategy and the targets resulting therefrom, which are implemented at all business units throughout all of the Group's levels of responsibility.
The monitoring is carried out through regular meetings held in all reporting units. These include monthly management board (add-on) meetings with the division directors, regular international management meetings with heads of the operating companies, global sales committee meetings, strategic and annual planning including investment planning, production and capacity planning, regular reporting and forecasting, ongoing market analyses, and regular unit revenue, sales, order backlog and market share analyses. In this connection, all investment projects are reviewed and monitored separately.
1.1.6 External factors infl uencing the business
Key market drivers
Economy: Increase in the number of registered cars and labor costs, rising per capita income
Rising vehicle numbers, growing demands for technology and convenience are propelling the trend in automated car washing
One of the main factors infl uencing the increasing popularity of automated car wash is not only the country-specifi c consumer behavior and the average per capita income, but also a large or growing pool of vehicles requiring washes.
Higher wages, a rise in per capita income and the worldwide increase in the number of vehicles has created lasting market potential in many regions. This applies, above all, to regions that are transitioning from handwashing to various forms of automated washing.
Technology/Convenience: Increasing demands for speed, convenience and quality of the washes
Compared to hand washing, automated washing generally yields better wash quality and is less abrasive to car fi nish. Furthermore, the wash process in an automated car wash is far less time-consuming than manual washes.
Environmental issues: More stringent requirements and implementation of environmental regulations – fresh water as a limited resource
Automated car washing is environmentally friendly: Particularly when used together with water reclaim system, automated car washing requires signifi cantly less water than handwashing.
Additional trends and infl uences:
- Alternative vehicle drives: Until now, no clear favorite has emerged as to which drive concept will prevail in the future (e.g., hybrid/electric), which means that it remains unclear where »vehicle fueling« will take place in the future. The Company is assuming, however, that the gas station will remain important in the mid-term.
- Alternative individual mobility concepts (e.g., car sharing): Vehicles that are set aside for this arrangement also necessitate frequent washing by suppliers or users.
WashTec is carefully monitoring these and other trends in order to react to changed circumstances as quickly as possible.
1.2 Goals and Strategies
The starting point of our strategy is a strong focus on the needs of our customers and, related thereto, a very detailed and specifi c understanding of the carwash process. In this regard, we focus both on the end customer and the operator with the attempt to promote the attractiveness of car washing and improve profi tability for the operators.
We believe that the foundation for profi table growth is innovation that tracks customer needs, constant improvement of our internal processes as a learning organization and the related employee development. These steps allow us to create value for our customers, the Company and our shareholders.
1.3 Management system
1.3.1 Financial quantitative targets and performance indicators
The instruments used for the Company's planning and management system are the following fi nancial and non-fi nancial performance indicators:
Key fi nancial performance indicators
- Revenue
- EBIT
In addition, the following key indicators are used at the Group level:
Free cash fl ow [cash infl ow from operating business activities (net cash fl ow) – cash outfl ow from investing activities]
Key non-fi nancial performance indicators
At the Group level, the following non-fi nancial performance indicator is used:
HSE (health, safety, environment) work injuries/million man hours worked
1.3.2 Risk management
Dealing responsibly with commercial risk is one of the basic principles of good corporate governance. The management board has intra-group and company-specifi c reporting and management systems in place which permit it to identify,
evaluate and manage these risks. These systems are continuously developed and adapted to changes in the business and legal environment. The management board regularly informs the supervisory board as to existing risks and as to developments regarding such risks.
Details of risk management are found in the risk report, which is part of the Management Report. The Management Report contains the report required under §§ 289 (5) and 315 (2) no. 5 of the German Commercial Code (HGB) on the internal monitoring and risk management system as it relates to accounting matters.
1.4 Research and development
The focus of our research and development work is on enhancing the benefi ts for our customers. The tasks involve supporting the products throughout the entire life cycle, continually developing the products and expanding and deepening our process and application know-how. In essence, we seek:
- to optimize the washing and drying processes
- to simplify the operability (ease of use), and
- to improve the availability and effi ciency of our products
In total, more than 65 employees work at the WashTec head offi ce in Augsburg in the area of research, development and testing. For WashTec, the protection of its innovations through the use of patents is a high priority. The WashTec Group holds more than 700 intellectual property rights.
The total expenditures in the fi eld of research, development and testing increased by 15% to over € 6.5m because of the number of pending projects.
In 2015, the Group's capitalized development cost equaled € 0.4m (prior year: € 0.4m). In addition expenditures in the amount of € 0.5m (prior year: € 0.6m) were not activated.
2.1 Overall economic and industry-specifi c environment and conditions
2.1.1 Overall economic development
Global economic growth in 2015
According to information provided by the International Monetary Fund (IMF), the global economy grew by 3.1% in 2015. This growth rate is slightly lower than last year's growth rate and is also lower than the forecast for 2015. Whereas the German growth rate of 1.5% was better than projected, the growth rate in the USA was 1% lower than forecasted. As a whole, the Eurozone slightly exceeded forecasts.
Source: International Monetary Fund (IMF) World Economic Outlook, Update January 2016
Impact on the operation of car wash equipment
Good industry economic cycle supports WashTec growth in 2015
In the opinion of WashTec, the wash equipment sector 2015 developed better than other segments of the industry. With a typical exchange cycle of seven to ten years for the main product (rollover systems), the high number of equipment sales that were made prior to the outbreak of the fi nancial crisis in 2007 supported this favorable development.
The lower oil prices have not yet led to a weakening of capital expenditures by the impacted major customers. The current lower price level could lead to increased demand for convenience retail segments of customers. Report on Economic Position 2
2.1.2 Market for car wash equipment
Customer groups
WashTec's customers are predominately operators of petrol (gas) stations off ering on-site car washing with which they generate an important part of their earnings. These customers include multinational oil companies or retailers, individual operators and operators of chains of petrol (gas) stations/car washes and supermarkets. The customer base also includes operators of stand alone car washes. Other customer groups offer car washing as a complimentary service for their customers or wash their own vehicles in order to preserve the value of their vehicle fl eets. These customer groups include car dealerships and garages, trucking companies and transportation fi rms.
Competition
In Europe, which is a developed market with very intense competition, WashTec is, according to its own research, the clear market leader with respect to market coverage and market share. The main European competitors are Otto Christ AG (Germany), and Istobal S.A. (Spain). Competitors with smaller market shares such as Alfred Kärcher GmbH & Co. KG (Germany) as well as a host of local producers of self-service wash systems, are attempting to capture greater market share. World Istobal S.A., Spain
The largest competitors in the established North American market, which is more fragmented on the customer and provider sides, are Ryko Solutions Inc., PDQ Manufacturing Inc., Belanger Inc. and Broadway in the car dealership segment.
The Asian market is dominated by Daifuku, a Japanese manufacturer, while the missionary market of China has a array of local providers.
Key competitors in Europe: Otto Christ AG, Deutschland
Sales markets
Germany and Core Europe are still the most important sales markets. Based on WashTec's strategy, North America, Eastern Europe and Asia/Pacifi c will have a higher percentage of the Group's overall sales revenue in the mid-term.
2.2 Business performance
The following section examines WashTec Group's business performance. WashTec AG is not itself an operating entity and earns income exclusively from dividends paid by WashTec Holding as well as from profi t transfers made by WashTec Carwash Management GmbH and AUWA-Chemie GmbH. Thus, the following discussions relate primarily to the Group. WashTec AG will be discussed separately in section 2.6.
| Diff sib le d er enc es pos ue |
20 14 |
Go als 20 15 |
20 15 |
Ch ang e |
|
|---|---|---|---|---|---|
| nd ing -off to rou |
|||||
| Rev enu es |
€m | .6 302 |
slig inc ht rea se |
340 .9 |
12 .7% |
| sid ble con era |
|||||
| EB IT |
€m | 18. 4 |
inc rea se |
36 .4 |
97 .8% |
| Fre ash fl o e c w |
€m | 25 .1 |
slig ht dec rea se |
26 .2 |
4.4 % |
| HS E ( rk ide / nts wo acc |
|||||
| rki hou rs i ) wo ng n m |
1.3 | 0 | 1.6 | – |
Good revenue and business development
Revenues in 2015 rose by 12.7% to € 340.9m (prior year: € 302.6m). After adjusting for exchange rate eff ects, the increase equaled 9.9%. Thus, the goal for revenue growth of 1–3% compared to the prior year was considerably exceeded. The increase in revenue was the result of favorable revenue growth in all segments.
In 2015, EBIT rose to € 36.4m. This fi gure represents an increase of 97.8% (prior year: € 18.4m). The goal of considerable increase was therefore achieved. The key reason for this development was the very positive business development in the Core Europe segment. However, all other regions also contributed favorably to an improvement in earnings.
Free cash fl ow [cash infl ow from operating activities (net cash fl ow)] equaled € 26.2m (prior year: € 25.1m). Accordingly, the forecast of slightly lower free cash fl ow was surpassed. Here again, the reasons were, above all, the very good business development. Compared to the prior year, free cash fl ow was infl uenced above all by higher capital expenditures totaling approximately € 3.0m, roughly € 5.0m higher corporate income tax payments and a revenue-triggered € 2.5m increase in working capital.
The number of workplace accidents per one million man hours of labor increased slightly, but remains with 1.6 signifi cantly below in the industry average of 25.3 accidents reported by the employers' liability insurance associations [Berufsgenossenschaften]. The goal of 0.0 accidents was not achieved.
The business performance of the WashTec Group in 2015 exceeded the expectations. One of the hallmarks of 2015 was a number of new or renewed existing major customer contracts. The outcome of these negotiations turned out to be more favorably to the Group than WashTec had expected and communicated in the annual guidance. The management board views the business development and above all the progress on the measures taken to promote the future development of the Group as very favorable.
2.3 Position
Multi-year comparison of key planning and management fi gures
| Diff sib le d nd ing -off to er enc es pos ue rou |
20 15 |
20 14 |
20 13 |
|
|---|---|---|---|---|
| Rev enu e |
€m | 34 0.9 |
302 .6 |
29 9.7 |
| EB IT |
€m | 36 .4 |
18. 4 |
17 .1 |
| Eq uity tio ra |
in % |
42 .2 |
48 .9 |
50 .4 |
| Fre ash fl o e c w |
€m | 26 .2 |
25 .1 |
15 .7 |
2.3.1 Order backlog
Order backlog as of December 2015 once again higher than the prior year
As of December 31, 2015, the Company reported a higher order backlog compared to the end of the prior year, particularly in the North American and Asia / Pacifi c markets. Since WashTec Group's orders generally cycle-through within six to ten weeks, the order backlog serves as an indicator for the upcoming months, but has only very limited indicative value for how the entire 2016 fi scal year will develop.
2.3.2 Results of operation
2.3.2.1 Income statement
The following table shows the income statement of the WashTec Group:
| in € m |
20 15 |
20 14 |
Ch ang e |
Ch ang e |
|---|---|---|---|---|
| Diff sib le d nd ing -off to er enc es pos ue rou |
( ab sol ) ute |
(in %) |
||
| Rev enu es |
34 0.9 |
302 .6 |
+ 3 8.3 |
+ 1 2.7 |
| Co f m ria ls st o ate |
– 1 38 .8 |
–12 0.2 |
– 1 8.6 |
+ 1 5.5 |
| Oth ing in rat er ope com e |
4.4 | 4.2 | + 0 .2 |
+ 4 .8 |
| Per nel son ex pen ses |
– 1 13. 2 |
– 1 11. 1 |
– 2 .1 |
+ 1 .8 |
| Oth ing rat er ope ex pen ses |
||||
| (in clu din the ) r ta g o xes |
0.6 – 5 |
– 4 7.5 |
– 3 .1 |
+ 6 .5 |
| EB ITD A |
46 .1 |
28 .6 |
+ 1 7.5 |
+ 6 1.2 |
| De cia tio nd iza tio ort pre n a am n |
– 9 .6 |
0.3 – 1 |
+ 0 .7 |
– 6 .8 |
| Op tin lt ( EB IT) era g r esu |
36 .4 |
18. 4 |
+ 1 8.0 |
+ 9 7.8 |
| EB IT in ma rg |
10 .7 |
6.1 | .6 + 4 |
– |
| Fin ial ult anc res |
– 0 .5 |
– 0 .7 |
+ 0 .2 |
– 2 8.6 |
| Ear nin bef (E BIT ) ta gs ore xes |
35 .9 |
17. 7 |
+ 1 8.2 |
+ 1 02. 8 |
| Tax es |
– 1 1.4 |
– 5 .0 |
– 6 .4 |
+ 1 28 .0 |
| Co lida ted t in nso ne com e |
24 .6 |
12. 7 |
+ 1 1.9 |
+ 9 3.7 |
2.3.2.2 Revenue development
The WashTec Group's revenues totaled € 340.9 and were therefore signifi cantly higher (€ 38.3m or 12.7%) than the prior year fi gure of € 302.6. Accordingly, revenue development in the fi rst half of the year was somewhat stronger than in the second half of the year as had been forecasted.
Revenue development in €m
After adjusting for exchange rate eff ects, revenues for the entire year equaled € 332.5m and were therefore 9.9% above the prior year level (€ 302.6m). A detailed discussion about the development of the individual segments is set forth in the segment reporting under subsection 2.3.3.
Revenues by products
| 13 .1 |
6 12. |
+ 0 .4 |
4.0 |
|---|---|---|---|
| 37 .6 |
34 .3 |
+ 3 .2 |
9.6 |
| 29 0.2 |
255 .7 |
+ 3 4.5 |
13 .5 |
| ( ab sol ) ute |
(in %) |
||
| 20 15 |
20 14 |
Ch ang e |
Ch ang e |
Signifi cant revenue growth in Equipment and Service
Equipment and Service revenues equaled € 290.2m and were thus signifi cantly higher than the prior year level of € 255.7m. Also the chemicals business once again developed favorably. The revenue grew by € 3.2m to € 37.6m (prior year: € 34.3m). The numbers generated in the chemicals business are particularly positive given the fact that the Group lost a large chemicals client in North America during the course of 2015. Revenues generated by WashTec Carwash Management GmbH and WashTec Financial Services GmbH are reported under the »Operations business and others« division. In the recently completed year, these revenues equaled € 13.1m and were slightly higher than the prior year level.
2.3.2.3 Expense items and results
2.3.2.3.1 Expense items
Cost of materials
The cost of materials includes, above all, purchased raw materials, consumables and supplies. The largest items related to the purchase of, e.g., steel, plastics and other raw materials. Due to higher sales, the cost of materials increased from € 120.2m to € 138.8m.
Based on the increase in revenues, gross margins rose from € 182.6m to € 205.1m. Despite the higher percentage of new equipment business, which has a lower cost of materials margin than the product segment, the margin was 60.2% and was therefore nearly comparable to the prior year level of 60.3%.
Personnel expenses
Personnel expenses rose from € 111.1m to € 113.2m. The higher personnel expenses can be attributed, above all, to scaled wage increases under collective bargaining agreements in Core Europe and to the operational foreign exchange (FX) eff ects when translating values from entities reporting in a foreign currency. The personnel expense ratio (personnel expense as a percentage of revenue) decreased from 36.7% to 33.2%.
The number of employees at year's end was 1,689 and therefore 25 more than the previous year. This increase is inter alia part of the human resource build-up in the sales-related divisions that had already been budgeted for 2016.
Other operating expenses (including other taxes)
Other operating expenses (including other taxes) rose by € 3.1m from € 47.5m to € 50.6m. The cost increases resulted primarily from the higher costs incurred for contract employees (€ 0.9m) in combination with higher revenues, increased costs for supervisory board remuneration (€ 0.6m) caused by the change in the remuneration model approved at the last annual general meeting of shareholders as well as by the higher losses arising from the foreign currency valuation. The foreign exchange losses included in other operating expenses increased to € 2.5m (prior year: € 1.4m). A positive development were the trends above all in vehicle costs. Initiated improvement measures, combined with lower fuel costs, have led to savings of more than € 1.0m compared to the prior year.
Other operating income (including other capitalized development costs) rose slightly, by € 0.3m, from € 4.6m in the prior year to € 4.9m.
2.3.2.3.2 Foreign exchange eff ects
The exchange rate development of the US Dollar to the Euro does not generally have a major impact on the operating business because most of value creation and revenue recognition takes place in the respective regions themselves. The reporting date valuation of the balance sheet assets and liabilities held in a foreign currency had a negative impact on earnings of approx. € –0.5m (prior year: € +0.2m).
2.3.2.3.3 EBITDA
Earnings before interest, taxes, depreciation and amortization (EBITDA) equaled € 46.1m and were therefore € 17.5m higher than the prior year (€ 28.6m).
2.3.2.3.4 Depreciation and amortization
Depreciation and amortization amounted to € 9.6m (prior year: € 10.3m). The lower depreciation is attributable mostly to the special write-downs of buildings taken in the prior year.
2.3.2.3.5 EBIT
Earnings before interest and taxes (EBIT) rose to € 36.4m (prior year: € 18.4m).
EBIT climbed by € 18.1m to € 36.4m; EBIT margin was at 10.7%
201219.2201317.1201418.4201536.42011–10.4EBIT over multiple years (in €m)
EBIT according to segments is reported at subsection 2.3.3 in the segment report.
2.3.2.3.6 EBIT margin
The EBIT margin was 10.7% (prior year: 6.1%).
2.3.2.3.7 Financial result
Net fi nancial result fell from € 0.7m to € 0.5m as a result of lower expenses from fi nance leasing and lower eff ects from interest rate swaps.
Net fi nancial expenses slightly decreased to € 0.5m
Breakdown of fi nancial result
| in € diff ible ing -off du und e to m, ere nce s p oss ro |
20 15 |
20 14 |
|---|---|---|
| Inc e f th alu atio f in ter est te s om rom e v n o ra wa ps |
0.5 | 0.4 |
| Inc e f ba nk int nd sim ilar in st a om rom ere com e |
0.1 | 0.1 |
| Fin ial inc anc om e |
0.6 | 0.5 |
| rin Int bea loa st- ere g ns |
– 0 .3 |
– 0 .3 |
| Int st r ate ere sw aps |
– 0 .5 |
– 0 .5 |
| Exp fro m fi lea sin ens es na nce g |
– 0 .2 |
– 0 .3 |
| Exp fro m fi nci nd sim ilar ts a ens es na ng cos ex pen ses |
– 0 .1 |
– 0 .1 |
| Fin ial anc ex pen se |
– 1 .1 |
– 1 .1 |
| Fin ial ial ult (n fi n se) et anc res anc ex pen |
– 0 .5 |
– 0 .7 |
2.3.2.3.8 EBT
Earnings before taxes (EBT) equaled € 35.9m (prior year: € 17.7m) due to the positive business performance and the somewhat reduced fi nancial expense.
EBT over multiple years (in €m)
2.3.2.3.9 Taxes
The tax expenses of € 11.4m (prior year: € 5.0m) consist of the use of deferred tax credits and current tax expenses. The tax rate (relative to EBT) rose to 31.7%. The main cause of this increase was a signifi cant increase in non-deductible expenses due to dividend payments as well as non-recurring eff ects based on tax audits for prior years.
Loss carry-forwards are held mainly by international companies, while the loss carry-forwards in Germany have been completely exhausted.
2.3.2.3.10 Consolidated net income
Consolidated net income rose by € 11.8m to € 24.6m (prior year: € 12.7m). The earnings per share (diluted = undiluted) rose considerably to € 1.78 (prior year: € 0.91) based on an average number of shares of 13,766,278.
Consolidated net income rose by € 11.8m to € 24.6m
2.3.2.4 Use of funds/dividends
In addition to the continuing investments made to expand market position, WashTec will pursue an attractive dividend policy in the future. Management board and supervisory board are recommending to the annual general meeting of shareholders scheduled for May 11, 2016 that the € 22,983,636.87 unappropriated surplus shown on the balance sheet for fi scal year 2015 should be used as follows: Payment of a dividend in the amount of € 1.70 for each no-par value share that is entitled to a dividend (dividend-entitled share), thereby yielding an aggregate divi dend payment of € 22,749,950.80, and a carry forward of the remaining unappropriated surplus in the amount of € 233,686.07 to a new account.
2.3.3 Segment report
EBIT by segments in €m*
* Consolidation effects are disregarded.
* Consolidation effects disregarded.
2.3.3.1 Core Europe
| Ke f i g Co Eu nt ur es re ro p e s eg me y |
||||||||
|---|---|---|---|---|---|---|---|---|
| Diff sib le d nd ing -off to er enc es pos ue rou |
20 15 |
20 14 |
Ch ang e |
|||||
| (in %) |
||||||||
| Rev enu es |
€m | 6.6 27 |
250 .1 |
+ 1 0.6 |
||||
| EB IT |
€m | 34 .0 |
17. 6 |
+ 9 3.2 |
||||
| EB IT in ma rg |
in % |
12 .3 |
7.0 | – | ||||
| f D Em loy (a 31) p ees s o ec |
1,3 28 |
16 1,3 |
+ 0 .9 |
Revenues in Core Europe rose by € 26.5m to € 276.6m
Market environment
Aside from North America, the wash equipment market in Core Europe is by far one of the most developed vehicle wash markets in the world. It has the highest proportion of installed car wash equipment and related supplier services and distribution structures. Major clients are multinational and local oil companies or supra-regional retailers that operate car wash facilities in their petrol (gas) station networks either themselves or through lessee-operators. Other important customers are supermarket chains, individual operators of stand-alone car wash facilities, logistics companies or car dealerships.
The competition in Core Europe is intense and limited to only a few manufacturers. The current main competitors are Otto Christ AG (Germany) and Istobal S.A. (Spain). It is very important to have a geographically expansive service structure. Accordingly, the barriers for new competitors to enter this market are very high. According to its own research, WashTec is the clear market leader in terms of market coverage and market share and has by far the best established direct sales and service network and by far the largest installed base of over 20,000 roll-over car wash systems worldwide.
| Co Eu re ro p e |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Diff sib le d er enc es pos ue ing -off nd to rou |
20 14 |
Go als 20 15 |
20 15 |
Cha nge (in %) |
|||||
| Rev enu es |
€m | 250 .1 |
ble sta |
27 6.6 |
10 .6 |
||||
| EB IT |
€m | 17 .6 |
ble sta |
34 .0 |
93 .2 |
Revenue development
The revenue generated in Core Europe equaled € 276.6m and was therefore signifi cantly higher than the prior year (€ 250.1m). Thus, the targets (or goals) were signifi cantly exceeded. The positive development resulted primarily from revenue growth in the Equipment and Service divisions.
Earnings development
EBIT in Core Europe rose from € 17.6m in the prior year to € 34.0m. The reason for this increase is mostly the very favorable revenue growth. The EBIT margin equaled 12.3% (prior year: 7.0%). Also with respect to earnings development, the goals were therefore exceeded.
2.3.3.2 Eastern Europe
| Ke f i g Ea Eu ste nt ur es rn ro p e s eg me y |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Diff sib le d er enc es pos ue nd ing -off to rou |
20 15 |
20 14 |
Ch ang e (in %) |
||||||
| Rev €m enu es |
14 .3 |
11. 1 |
+ 2 8.8 |
||||||
| EB IT €m |
0.2 | 0.0 | – | ||||||
| EB IT in in % ma rg |
1.5 | 0.0 | – | ||||||
| f D Em loy (a 31) p ees s o ec |
13 | 15 | – 1 3.3 |
Market environment
Despite continued diffi cult political environment, revenue increased by 28.8%
In the Eastern Europe segment, the ongoing tense relations in the economic cooperation with Russia remain palpable. Nevertheless, this segment was able to perform well in 2015 compared to the somewhat disappointing prior year. Given the lower labor costs, automatic car washes have a small but ever
growing market share. The sales and service structure in Eastern Europe is based fi rst and foremost on the development of the market by independent dealers, who are supported by WashTec's sales representatives. WashTec is active in Poland through a subsidiary. The competitor situation in Eastern Europe is largely similar to the structure prevailing in Core Europe. There are also local competitors, particularly in the areas of self-service and commercial vehicles.
Eastern Europe
| Diff sib le d er enc es pos ue |
20 14 |
Go als 20 15 |
20 15 |
Cha nge |
|
|---|---|---|---|---|---|
| nd ing -off to rou |
(in %) |
||||
| Rev (ad jus ted fo enu es r |
sid ble con era |
||||
| ff e han ) rat cts exc ge e e |
€m | 11. 1 |
inc rea se |
.3 14 |
28. 8 |
| EB IT |
€m | 0.0 | slig ht inc rea se |
0.2 | – |
Revenue development
Total revenues in Eastern Europe equaled € 14.3m compared to € 11.1m in the prior year. This forecast made in the prior year was therefore attained.
Revenues in Eastern Europe rose by € 3.2m to € 14.3m
Earnings development
In a year-over-year comparison, earnings rose to € 0.2m (prior year: € 0.0m). The forecasted earnings growth was therefore achieved.
2.3.3.3 North America
Key fi gures North America segment
| Diff sib le d er enc es pos ue |
20 15 |
20 14 |
Cha nge |
|
|---|---|---|---|---|
| nd ing -off to rou |
(in %) |
|||
| Rev enu es |
€m | 54 .3 |
43 .2 |
+ 2 5.7 |
| EB IT |
€m | 1.6 | 0.7 | 28 .6 + 1 |
| EB IT in ma rg |
in % |
3.0 | 1.6 | – |
| Em loy (a f D 31) p ees s o ec |
25 4 |
244 | + 4 .1 |
Market environment
The new vehicle registrations for cars and light trucks have increased signifi cantly in recent years. Some slight population growth and growth in the number of vehicles is expected in the future.
Unlike Europe, in North America, key customers are not only major customers but also independent small or mediumsize operators of gas stations and individual operators of car wash equipment. After a signifi cant decline as a result of the fi nancial crisis, the market has recovered since 2012 and the market outlook is positive.
North America
| Diff sib le d er enc es ue |
20 14 |
Go als 20 15 |
20 15 |
Cha nge |
|
|---|---|---|---|---|---|
| pos nd ing -off to rou |
(in %) |
||||
| Rev (ad jus ted fo enu es r |
sid ble con era |
||||
| han ff e ) rat cts exc ge e e |
€m | 43 .2 |
inc rea se |
54 .3 |
25. 7 |
| sid ble con era |
|||||
| EB IT |
€m | 0.7 | inc rea se |
1.6 | 128 .6 |
Revenue development
Revenues in North America increased from € 43.2m in the prior year to € 54.3m. The revenues in US dollars equaled USD 60.0m (prior year: USD 57.1m). Thus, the forecasted signifi cant increase in revenues was achieved. The revenue development should be viewed against the backdrop that a major customer contract was lost, the adverse eff ects of which could not be fully compensated.
Earnings development
EBIT of € 1.6m reported from North America
Earnings reported from North America were € 1.6m (prior year: € 0.7m). These earnings already include negative developments related to the Canadian dollar. The operating result of the subsidiaries in North America were € 2.4m after excluding this foreign exchange eff ect. The main reasons behind this result were positive revenue growth and the professional restructuring of the company in Canada.
2.3.3.4 Asia/Pacifi c
Key fi gures Asia/Pacifi c segment
| Diff sib le d er enc es pos ue |
20 15 |
20 14 |
Cha nge |
|
|---|---|---|---|---|
| nd ing -off to rou |
(in %) |
|||
| Rev enu es |
€m | 14 .8 |
12. 5 |
+ 1 8.4 |
| EB IT |
€m | 0.7 | 0.2 | + 2 50 .0 |
| in EB IT- ma rg |
% | 4.6 | 1.2 | – |
| Em loy (a f D 31) p ees s o ec |
58 | 51 | + 1 3.7 |
Market environment
On the Australian market, the major American and European manufacturers are in direct competition with one another. The Chinese market for car washes is still dominated by hand washes because wages are currently still very low there. Since 2008, WashTec has its own production and procurement site near Shanghai. In mid-2011, the fi rst direct sales structures were established and developed. In addition, by further expanding the global supply chain activities and procurement programs, the Company will exploit the production and procurement advantages from these regions for the entire product portfolio.
Asia/Pacifi c
| Diff sib le d er enc es pos ue |
20 14 |
Go als 20 15 |
20 15 |
Cha nge |
|
|---|---|---|---|---|---|
| nd ing -off to rou |
(in %) |
||||
| Rev (ad jus ted fo xch enu es r e ang e |
sid ble con era |
||||
| ff e ) rat cts e e |
€m | 12. 5 |
inc rea se |
14. 8 |
18 .4 |
| sid ble con era |
|||||
| EB IT |
€m | 0.2 | inc rea se |
0.7 | 25 0.0 |
Revenue development
Revenues equaled € 14.8m and were therefore signifi cantly higher than they were in the prior year (€ 12.5m). The revenues increased by 18.4%. The projected signifi cant revenue growth was therefore achieved.
Revenues in Asia/Pacifi c climbed by € 2.3m to € 14.8m
China: Strong market growth expected in the mid to long-term; growth potential for WashTec
Earnings development
EBIT equaled € 0.7m and was therefore signifi cantly higher than the prior year. The goal set for 2015 of signifi cantly higher EBIT was therefore achieved.
2.3.4 Net assets
Balance sheet total climbs to € 190.0m due to a higher volume of business
2.3.4.1 Asset and capital structure
| i Co de d c l da d ba lan he te et n ns e on so ce s |
||||||||
|---|---|---|---|---|---|---|---|---|
| in € diff ible du und ing -off e to m, ere nce s p oss ro |
20 15 |
20 14 |
20 13 |
|||||
| No ent set n-c urr as s |
79 .3 |
81. 2 |
85 .3 |
|||||
| Rec eiv abl and her ot set es as s |
58 .8 |
49 .4 |
46 .7 |
|||||
| Inv ori ent es |
39 .9 |
35 .4 |
34 .3 |
|||||
| De fer red ta ts x a sse |
4.2 | 4.1 | 4.3 | |||||
| Cas h a nd h e iva len ts cas qu |
7.8 | 15. 7 |
3.8 | |||||
| Eq uity |
80 .3 |
90 .9 |
87 .8 |
|||||
| Pro vis ion s (i ncl ud ing in ) e ta com xes |
34 .5 |
31 .0 |
26 .3 |
|||||
| Lia bili ties |
62 .4 |
52 .8 |
49 .3 |
|||||
| of w hic h t rad ble e p aya s |
7.5 | 5.9 | 8.8 | |||||
| De fer red re ven ues |
9.0 | 8.2 | 7.7 | |||||
| De fer red x li abi litie ta s |
3.8 | 2.9 | 3.1 | |||||
| Ba lan she al et tot ce |
19 0.0 |
185 .8 |
17 4.2 |
The balance sheet total of the WashTec Group increased from € 185.8m to € 190.0m.
2.3.4.1.1 Assets
As in the prior year, the WashTec Group's non-current assets include goodwill totaling € 42.3m. Management subjects the capitalized goodwill to an annual impairment test. The test is based on a mid-term forecast for the period of three years at the Group level. Non-current assets include the items »real properties and buildings« in the amount of € 13.7m, »technical equipment and machines« and »fi nance leasing« collectively totaling € 18.0m, and »intangible assets (excluding goodwill)« in the amount of € 5.3m.
Receivables and other assets rose from € 49.4m to € 58.8m mainly due to higher sales in the fourth quarter and to receivables held against the fi nancial and tax authorities that had risen by € 5m. Compared to last year, the term of trade receivables declined slightly from 51 days to 49 days.
Inventories increased from € 35.4m to € 39.9m. This is primarily due to the higher order backlog and the acquisition of the chemicals inventory of a former logistics service provider.
Deferred tax assets totaling € 4.2m resulted above all from timing diff erences in the valuation of the balance sheet items.
Cash and cash equivalents declined from € 15.7m in the prior year to € 7.8m. This increase can be attributed to the dividend payments made in the previous year and the share buyback totaling € 35.7m.
2.3.4.1.2 Liabilities and equity
Due to the dividend payments made and the share buyback, equity declined from €90.9m to € 80.3m. Details regarding the income and expenses recognized directly in equity pursuant to IFRS are set forth in the Statement of Changes in Consolidated Equity (p. 97). Despite the aforementioned actions, the equity ratio remained a solid 42.2% (prior year: 48.9%).
Equity ratio at 42.2 %
Bank liabilities rose compared to December 31, 2014, from € 0.3m to € 5.3m. Here again, the main reasons for this development were the dividend payment and the share buyback.
As of year-end, WashTec held bank deposits totaling € 7.8m. It also had bank liabilities of € 5.3m and liabilities under fi nance lease contracts totaling € 4.4m. Based on a dividend payment and special dividend payment as well as a share buyback totaling € 35.7m, the Company reported net fi nance debt (liquid funds minus short-term and long-term fi nancial debt) of € 1.9m (prior year: net fi nance liquidity of € 9.8m), which represents a change of € 11.7m.
Trade payables rose from € 5.9m to € 7.5m.
Deferred tax liabilities increased slightly to € 3.8m (prior year: € 2.9m).
Provisions (incl. income tax liabilities) consist primarily of provisions made for personnel, phased retirement obligations, warranties and buy-back obligations. As of the reporting date, these provisions equaled € 34.5m (prior year: € 31.0m). The increase can be mostly attributable to the development of income tax liabilities.
2.3.4.2 Internally generated intangible assets and off -balance sheet fi nancial instruments
The comprehensive expertise and the experience of WashTec employees as well as the knowledge-base, which has been built up and expanded over the years with respect to research and development. Another key factor of success has been the WashTec Group's own sales and service network which has been developed and cultivated over many years.
There are no off -balance sheet fi nancial instruments.
2.3.5 Financial position
2.3.5.1 Capital structure
As part of the centralized fi nancial management, the companies of the WashTec Group are fi nanced through WashTec Cleaning Technology GmbH. The Company's main liabilities are denominated in euro. The base interest rate of the loan is variable and linked to EURIBOR. To reduce the risk posed by a general increase in interest rates and to improve planning certainty, WashTec uses the customary instruments like interest rate swaps. For the swaps, interest rates ranging from 2.572% to 2.580% are set. As of December 31, 2015, the Group had a credit line totaling €51.1m. The credit line, which was not utilized but which could be deployed for future operations and for discharging obligations, equaled € 39.1m as of the balance sheet date.
Additional information concerning the fi nancing of the WashTec Group can be found under the opportunities and risk report in the subsection entitled, »Financing risks«.
2.3.5.2 Capital expenditures and write-downs
The focus of the Company's capital expenditures was on Core Europe (€ 6.7m). The main capital expenditures involved in vestments in the locations and the purchase of a land parcel in Grebenau. In addition, capital expenditures were made in East-
ern Europe (€ 0.1m), North America (€ 0.9m) and Asia Pacifi c (€ 0.2m). The scheduled write-down of assets was done on the basis of the statutory requirements and the accounting principles set by WashTec. As a rule, the assets are amortized or depreciated on a straight-line basis over their ordinary useful life. To the extent goodwill was capitalized, it was not amortized on a scheduled basis. Management does, however, subject capital-
ized goodwill to an annual impairment test. The basis for this test is the mid-term budget for a three-year period at the Group level.
2.3.5.3 Cash fl ow statement
| in Fr h f lo ( €m ) ee ca s w |
|||||||
|---|---|---|---|---|---|---|---|
| in € m, diff ible du und ing -off e to ere nce s p oss ro |
20 15 |
20 14 |
Ch e (ab ang sol .) |
Ch e (in ang %) |
26 .2 25 .1 |
||
| Ear nin bef (E BT ) ta gs ore xes |
35 .9 |
17. 7 |
+ 1 8.2 |
+1 02. 8 |
6 19. |
||
| Ch e in sh fro ati ivit ies act ang ca m o per ng (ne sh fl ow ) t ca |
32 .9 |
29 .2 |
+ 3 .7 |
2.7 +1 |
15. 7 |
||
| Ch e in sh fro ang ca m inv ing tiv itie est ac s |
– 6 .7 |
– 4 .1 |
– 2 .6 |
+ 6 3.4 |
8.4 | ||
| fl o Fre ash e c w |
26 .2 |
25 .1 |
+ 1 .1 |
+ 4 .4 |
|||
| Ch e in sh fro ang ca m inv ing tiv itie est ac s |
– 3 8.6 |
– 1 1.9 |
– 2 6.7 |
+ 2 24 .4 |
20 11 20 12 20 13 20 14 20 15 |
||
| Ne han in c ash d t c ge an h e iva len ts cas qu |
2.4 – 1 |
13. 2 |
– 2 5.6 |
93 .9 – 1 |
f l o f l o f l o fro inv ing Fre ash Fr h (n h les h o t c t t e c ee ca s w e as w s c as u w m es € 2 6.2 m iv it ies ) inc d € 2 6. 2m (p ior € 2 5. 1m ). t to ac re as e r y ea r: |
f l o t w a |
|
| Cas h a nd h e iva len ts cas qu of De ber 31 as cem |
2.5 | 15. 4 |
– 1 2.9 |
– 8 3.8 |
in iv it ies Ca h o f l o fro f i n le d € 3 8. 6m (p ior t t s m an c g ac e q ua r u w f l o in inc int € 1 1. 9m ). T he h o 2 0 1 5 lu de d t |
||
| f l o Ne sh t ca w at € 3 2.9 m |
Ca h in f l o fro in iv t t s m op er a g ac w ior € 3 2. 9m (p € 2 9. 2m ). r y ea r: |
it ies (n e |
h t c as |
f l o ) r w |
to os e |
t p y ea r: ca s u w er es ay d iv i de d l l a ha bu ba k a d he nts nts t me n p ay me as w e s a s re y c n , f l ia b i l it ies de f i n lea nt re p ay me o n r an ce se s. u |
|
| T he (a lso fe t c nt ts n e ur re as se re l« ) (cu de iva b les ta nt tra rre re ce + inc fro b les ) d € 7 1. 2m p ay a re as e m h in iva b les d inv wt to g ro re ce a n en d o de ba k log T he rev en ue s a n r r c ine ig de l d s l ht ly 0. 2 to rev en ue s c |
d to rre as inv to en r € 7 8. to ies h r , w io f n t ra o ior 3 (p r y |
t w »n e ies cu – 1m du ic h w as t c e ur 0. 2 ea r: |
k ing or nt tra rre t e m os ig tr g er nt re as se 4 ). |
i- ca p de ly he to t d by e ts to |
Ca iva f t h a d h e len he ba lan he da de ts t te s n ca s q u as o ce s e , , d fro € 1 5. 4m € 2. 5m f De be 3 1, 2 0 1 5. T he to cr ea se m as o ce m r Co l l t im in it ion its t a to t nt m p an wa s, a es a p os m ee p ay me y , b l ig ion t o a s. ia in ica 2. 4 No f i n l p fo d to n- an c er rm an ce rs |
||
| inv in Ne h o f l o fro t c t t as u w m es |
iv it t g ac |
ies w as |
€ 6. 7m |
in | S H E |
||
| f i s l y 2 0 (p ior € 1 5 4. ca ea r r ea r: y |
). 1m |
20 14 Go als 20 15 20 15 Cha Diff sib le d nge er enc es pos ue nd ing -off to rou |
2.4 Non-fi nancial performance indicators
| ide ing Wo rk /w ork ho nts acc urs |
||||
|---|---|---|---|---|
| in m illio n |
1.3 | 0 | 1.6 | +0 .3 |
The number of work or work-place accidents based on working hours (in millions) is a non-fi nancial performance indicator for WashTec. In 2015, the fi gure equaled 1.6 and was therefore signifi cantly lower than the industry average as reported by the employers' liability insurance associations of 25.3 [Berufsgenossenschaften]. The goal set for 2015 (0.0) was therefore not achieved with respect to work-place accidents.
The WashTec Group's goal is to prevent all work-place accidents from occurring through appropriate measures and rules.
2.5 Employees
Compared to the employee fi gures as of December 31, 2014, the number of employees rose by 25 to 1,689 (prior year: 1,664). The average number of employees during the year was 1,672 (prior year: 1,676 employees).
In Germany, the WashTec Group is subject to the collective wage agreements that are in place with the trade union, IG Metall. With respect to AUWA-Chemie GmbH, the IG Chemie collective wage agreements govern.
2.6 WashTec AG
WashTec AG has its registered place of business in Augsburg and is the Group's ultimate parent company. As such, it is responsible for the strategic management and control of all its downstream subsidiaries. Since the Company does not have any operations of its own, its results of operation, net assets, and fi nancial position depend solely on the business perfor-
mance of its subsidiaries. The business performance of WashTec AG to a large extent corresponds to that of the WashTec Group, which is more extensively described in the chapter entitled »Business performance«.
2.6.1 Results of operation
| ha in lac it h t he de ion I G ts t t a tr wa g e a g re em en re p e w a n u |
Inc St f W h ate nt om e me o as |
Te A G (co de d ) c n ns e |
||||
|---|---|---|---|---|---|---|
| , M l l. W it h A U W A- C he ie Gm b H, he I G C he ie ta t to t e res p ec m m ive l lec t ts co w ag e a g re em en g ov er n. |
in € diff ible du e to m, ere nce s p oss nd ing -off rou |
20 15 |
20 14 |
Ch e (ab ang sol ) ute |
Ch e (in ang %) |
|
| Rev enu es |
3.5 | 1.3 | + 2 .2 |
+ 1 69. 2 |
||
| hig in 40 % her t- ves ade in ed nts me m u- |
's 's W h Te loy f t he Gr to as c em p ee s a re a c or ne rs ne o ou p co m |
Per ell son exp ens es |
– 4 .7 |
–2 .4 |
– 2 .3 |
+ 9 5.8 |
| ing rai nin d t cat an g |
ia l s T he d itu fo in ing d q l i fy ing r t me rc uc ce ss ex p en res ra a n ua |
Oth ing rat er ope ex pen ses |
– 2 .4 |
–1 .7 |
– 0 .7 |
1.2 + 4 |
| loy em p ees |
ior loy by 4 0 % he r t em p ee s r os e o ve p r y ea r. |
Inv ult est nt me res |
36 .8 |
27 .0 |
+ 9 .8 |
6.3 + 3 |
| Av be f e loy by er e n um r o ee s ea r |
Res ult fro rdi ctiv itie m o nar y a s |
33 .6 |
24 .2 |
+ 9 .4 |
+ 3 8.8 |
|
| ag mp y |
ofi t An l pr nua |
32 .7 |
23 .7 |
+ 9 .0 |
+ 3 8.0 |
|
| 672 | Pro fi t rie d f ard car orw |
24 .4 |
9.7 | + 1 4.7 |
+ 1 51 .5 |
|
| 676 1, 1, 1, 670 660 1, 1, 650 |
Wi thd al f riat ed raw rom un app rop ff o f d ieff ntia lus d s l eto sur p an ere ari sin fro k b bac k toc g m s uy |
– 3 4.2 |
– 8 .9 |
– 2 5.3 |
+ 2 84. 3 |
|
| Un iat ed lus ap pro pr sur p |
22 .0 |
24 .4 |
– 2 .4 |
– 9 .8 |
||
| 20 11 20 12 20 13 20 14 20 15 |
Re (as de f i n d de he H G B ) o f W h Te A G by r t ve nu es e un as c ro se € 2. 2m € 3. 5m (p ior € 1. 3m ) a d la he to te to t r ea r: n re p as s- y hr h o f m its bs i d iar ies T he l o f t t c ts to ou g an ag em en os su g oa iev ing iev h b le h w he by h d. ta wt t t a ac s rev en ue g ro as re n o c e T he l e (as de f i n d de he H G B ) o f r t p er so nn e xp en se s e un |
|||||
| 2. 6 W h Te A G as c G its is f ine in W h Te A ha d lac bu Au bu te as c s re g re p e o s ss g s rg |
W h Te A G le d € (p ior € 2. ) a d inc lu de 4. 7m 4m as c eq ua r ea r: n y ion bo d ho 8 5 t t ma na g em en ar re m un er a as s wn o n p ag es hr h 8 8 o f t he ion It a lso inc lu de he t t t. t ou g re m un er a re p or s p er - l e fo he leg l a d inv la ion de r t to t t- so nn e xp en se s a n es r r e s p ar |
ments. A provision was set aside for purposes of paying out a premium to employees for the better-than-expected business performance in 2015.
The other operating expenses (as defi ned under the HGB) increased by € 0.7m to € 2.4m (prior year: € 1.7m).
The annual profi t of WashTec AG (as defi ned under the HGB) rose from € 23.7m to € 32.7m. The goal of stable operating earnings was thereby exceeded.
The investment result of WashTec AG (as defi ned under the HGB) is yielded from income under control and profi t (loss) pooling agreements in the amount of € 4.7m (prior year: € 4.9m). In addition, WashTec Holding GmbH paid a dividend in the amount of € 32.0m (prior year: € 22.0m).
2.6.2 Net assets and fi nancial position
| Ba lan he f W h Te A et ce s o as c |
G (co de n ns |
d ) e |
ity d is k r T ha ion lso i de de ip ion t. t s t t n a n r ep or ec a p ro s a sc r o v |
|||||
|---|---|---|---|---|---|---|---|---|
| in € diff ible du e to m, ere nce s p oss nd ing -off rou |
20 15 |
20 14 |
Ch e (ab ang sol ) ute |
Ch e (in ang %) |
f he int l c l s ire d de § 2 8 9 ( ) H G B. 5 t tro te er na on s m as re q un r y u |
|||
| No ent set n-c urr as s |
128 .1 |
128 .1 |
0.0 | 0.0 | isc 2. 6. 4 M l lan e eo us |
|||
| Rec eiv abl her ot set es, as s |
30 .3 |
32 .5 |
– 2 .2 |
– 6 .8 |
||||
| Cas iva h a nd h e len ts cas qu |
0.0 | 0.0 | 0.0 | 0.0 | T he inc ip les de ly ing he ion fo he t t te r t p r n r re m un er a sy s m u |
|||
| Eq uity |
152 .1 |
155 .1 |
– 3 .0 |
– 1 .9 |
f t i- bo d be d he be he t t ma na g em en ar me m rs an m em rs o su p er v |
|||
| Pro vis ion s |
4.4 | 3.1 | + 1 .3 |
+ 4 1.9 |
bo d a la ine d de 8. 3 o f t he ion t t, so ry ar re ex p un r re m un er a re p or |
|||
| Lia bili ties |
2.0 | 2.4 | – 0 .4 |
–1 6.7 |
h ic h is f t he it h in he ing f t o t r t w t p ar m an ag em en ep or m ea n o w |
|||
| Ba lan she al et tot ce |
158 .5 |
160 .7 |
– 2 .2 |
– 1 .7 |
§ 3 H G B. 1 5 |
|||
| G ing Un de he H B r t t ac co un is in ly f s ha in f f i l t m s a o res a € 2 8. 0m (p ior € 2 8. 1 1 r ea r: y |
inc ip les p r ia d e te nt er 0m ). M an |
no n- cu , ise p r s ag em en |
nt rre as se in an a mo lso b t a su |
ts co n f t o un j ts ec |
T he de lar ion is fo h in he t te t t rt t c a o n c or p or a ma na g em en se Co l ian ion (p 8 0 ) a d b l is he d o bs ite t m p ce « s ec ag e n p n o ur e » u w , ht de wa s ec ww w. |
|||
| in f f i ia he ha he l d l d e t te s res a is T he d nt tes t. me re no n ee |
ise nt er p r fo fu he rt r |
to s an a ite -d r w r |
im l nn ua p ow ns |
2. 6. 5 Ou loo k t |
||||
| T he iva b les de f i n d re ce as e (p ior € 2 9. ) r lte 4m r ea r: es y u |
de he r t un d im p r ar |
H G B an i ly fro m |
d l ing € to ta l int g en er a |
T he ion de i be d in he Ou loo k fo he W h Te ta t t t r t ex p ec s sc r as c Gr ine f G lso ly he bu de lop W h Te A to t nt ou p a a p p s ss ve me o as c he lt im t te t c as u a g ro up p ar en om p an y. |
company setoff s among affi liated enterprises and from profi t (loss) pooling agreements.
The equity capital (as defi ned under the HGB) was € 152.1m (prior year: € 155.1m). This yields an equity ratio of 96.0% (prior year: 96.5%).
The provisions of WashTec AG, as defi ned under the HGB, equaled € 4.4m (prior year: € 3.1m) and consisted above all of provisions made for employee premiums, legal and consulting expenses, accounting costs, management board remuneration and supervisory board remuneration.
2.6.3 Report on opportunities and risks
As the group's ultimate parent company, WashTec AG derives its opportunities and risks from its operating subsidiaries. WashTec AG is integrated into the group-wide risk manage ment system. Additional information is provided in the opportu nity and risk report. That section also provides a description of the internal control system as required under § 289 (5) HGB.
2.6.4 Miscellaneous
2.6.5 Outlook
No signifi cant events impacting the condition of the Group and WashTec AG occurred after the balance sheet date.
Outlook, Opportunities and Risk Report 3 Signifi cant events after the balance sheet date
4.1 Outlook
This outlook report takes into account relevant facts and events that were known at the time of the report's preparation and could impact the expected development and business performance of the WashTec Group.
4.1.1 Business policy and strategy
In 2016 and subsequent years, WashTec will once again continue to adhere to its strategy of increasing customer benefi ts and expanding its market and technology leadership in the car wash industry.
4.1.2 Markets and products
WashTec has to date generated a good 80% of its revenues in established markets, above all in Europe.
The Group intends to further increase its presence and market share in all sales regions. An additional potential for the WashTec Group exists in North America and Asia due to the low market share or early-stage development in those markets. It may be assumed that the number of vehicles, which has already risen very dynamically in the past years, will continue to increase. In connection with this, it is expected that the popularity of automated vehicle washing will rise gradually.
4.1.3 General economic conditions
Economic forecasts for the 2016 global economy slightly ahead of last year
In their most recent outlook dated January 2016, the experts at the International Monetary Fund (IMF) are projecting a 3.4% growth rate for the global economy in 2016. The growth rate for Germany as well as for the Eurozone as a whole is expected to be 1.7%. This number is therefore slightly higher than it was in the prior year. Some hardly assessable risks are the low oil prices and the tightening monetary policy in the United States. The US economy is projected to grow at 2.6%. A 4.3% growth rate has been projected for emerging and developing countries. For China, the growth rate is expected to weaken from 6.9% in 2015 to 6.3% in 2016. This growth slowdown together with the tightening monetary policy in the United States and the possible escalation in existing geopolitical tensions pose the greatest risk to growth.
Source: International Monetary Fund (IMF) World Economic Outlook, update January 2016
4.1.4 WashTec business development
An outlook for 2016 is subject to uncertainties, which could have a material eff ect on the forecasted revenue and earnings development. A deciding factor will be how the business in Core Europe develops and the extent to which success can be achieved in exploiting the growth potential in the other markets. Moreover, it is the management board's goal to continue the corporate strategy and continually improve the operating performance. At the same time, WashTec plans to invest in manufacturing facilities and equipment and to increase expenditures for sales and marketing activities in all regions in 2016.
Overall, the expectation for 2016 is for a slightly increased volume of capital expenditures among various customer segments and regions compared to the prior year.
Eastern Europe and Core Europe
Starting in the 2016 reporting period, the reporting for the Core Europe and Eastern Europe segments will be consolidated. The following table shows the 2015 fi scal year in its new structure as a basis for the Outlook.
| Se nt g me |
ing t re p or |
2 0 15 |
de n u |
he r t |
ne w |
2 0 1 |
ing 6 r t ep or |
st | ctu ru re |
|---|---|---|---|---|---|---|---|---|---|
| ing -off iff e ible Ro und d ren ces ar e p oss |
Co re |
No rth |
ia/ As |
|
|---|---|---|---|---|
| Eu rop e |
Am eri ca |
Pac ifi c |
||
| Rev enu es |
€m | 28 1.4 |
54 .3 |
14 .8 |
| EB IT |
€m | 34 .0 |
1.6 | 0.7 |
The terms used in the subsequent forecasts shall have the meanings set forth in the following table:
| Re de lop nt ve nu e ve me |
||||
|---|---|---|---|---|
| Te rm |
Pos itiv e/n tive de via tio n ( in % ) ega |
|||
| Sta ble |
≤ 1 | |||
| Slig ht |
≤ 3 | |||
| Co nsi der abl e |
> 3 |
The terms used in the EBIT-/free cash fl ow development shall have the meanings set forth in the following table:
| fre f l o E B I T d h de lop nt an e c as w ve me |
|
|---|---|
| Te rm |
Pos itiv e/n tive de via tio n ( in % ) ega |
| Sta ble |
≤ 3 |
| Slig ht |
≤ 6 |
| Co nsi der abl e |
> 6 |
For 2016, the Company, as a whole, is projecting the following regional developments:
Core Europe: In the Company's view, the market in Core Europe will not undergo any material change in 2016. The higher volumes experienced in 2015 are also expected for 2016. In Europe, the margins remain under pressure in some countries and customer segments. The capital expenditure behavior in certain sub-regions continues to improve. Based on the foregoing, the Company is assuming that revenues and earnings will improve signifi cantly compared to 2015. For 2016, the Company does not expect an increase in revenues and earnings similar to 2015.
| Co Eu re ro p e |
6 2 0 1 fo t rec as |
|---|---|
| Rev enu e |
nsi der abl e in co cre ase |
| EB IT |
nsi e in der abl co cre ase |
North America: WashTec continues to invest in further organic growth in this region and continues to see additional potential based on the lower market share in combination with a very good product. For 2016, WashTec is assuming that revenue and EBIT will increase considerably (after factoring out foreign exchange eff ects).
| ica No h Am rt er |
6 2 0 1 fo t rec as |
|---|---|
| Rev enu e |
nsi der abl e in co cre ase |
| EB IT |
nsi e in der abl co cre ase |
Asia/Pacifi c: The region developed strongly in 2015. WashTec is anticipating another increase in business for 2016. For the entire segment, WashTec is expecting a signifi cant increase in revenues and EBIT.
| ia i f i c As / Pa c |
6 fo 2 0 1 t rec as |
|---|---|
| Rev enu e |
nsi der abl e in co cre ase |
| EB IT |
nsi der abl e in co cre ase |
Group: In fi scal year 2016, WashTec is seeking considerable revenue growth with a similarly considerable increase in EBIT. Based on the budgeted capital expenditures in personnel and organizational structures (especially for sales) as well as higher expenditures for IT and marketing, the EBIT margin is expected to increase slightly at best.
In summary and as part of its projection, the management board anticipates the key performance indicators developing as follows:
| iev h d 2 0 15 ac e |
2 0 1 6 fo t rec as |
|
|---|---|---|
| Rev enu e |
€ 3 40 .9m |
nsi der abl e in co cre ase |
| EB IT |
€ 3 6.4 m |
nsi der abl e in co cre ase |
| fl o Fre ash e c w |
6.2 € 2 m |
nsi e in der abl co cre ase |
| HS E ( rk ide /w ork ing nts wo acc |
||
| hou rs i illio ns) n m |
1.6 | 0–2 |
Given the cost sharing arrangements, WashTec AG anticipates stable revenue growth and therefore stable operating results in 2016. Results in the future will also continue to depend on the profi t distribution potential of the subsidiaries.
4.2 Opportunities and risk report
Risks are possible future developments or events, which could lead to projections or target variances that are negative for the Company. The risk is causally linked to a peril.
Opportunities are possible future developments or events, which could lead to projections or target variances that are favorable for the Company. A possible favorable eff ect of a risk is also referred to as opportunity.
The international business activities of the WashTec Group provide both opportunities and risks that are inextricably linked to its business. In order to manage these opportunities and risks early and in a controlled manner, the Company's main business processes are subject to an internal management and monitoring system. In this way, the necessary counter-measures can be implemented in a timely manner.
4.2.1 Opportunities and risk management
Risk management
Multi-stage system instituted for identifying and monitoring risks
WashTec has instituted a multi-stage, group-wide standardized system for identifying and monitoring all relevant risks. The aim of this system is to identify risks, which are posed by future events, by using short-term and mid-term forecasts (24 months), and to take the appropriate steps for launching suitable counter-measures. In the opinion of the management board, all material risks, which threaten the Company's ability to continue as a going concern, can be reasonably identifi ed using this early risk identifi cation system. There have been no fundamental changes made in the management of opportunities and risks since last year.
Using databases, any and all identifi ed risks are routinely reported by and queried from the divisional heads. These assessments focus on the maximum potential damage, the likelihood
of occurrence and the eff ectiveness of any counter-measures. The evaluation of any risk is made using uniform criteria. The eff ects on the consolidated net income are shown in a so-called »gross-to-net accounting statement«. The gross amount represents the value before the measures were taken. Measures could consist of, for example, provisions previously set aside or insurance policies concluded. At the end of this review, the socalled »net risk« or actual risk potential is stated. This will be classifi ed in accordance with the fi nancial impact and the likelihood of occurrence:
- Financial eff ects on the consolidated net income
- 1 Insignifi cant
- 2 Not signifi cant, but not negligible
- 3 Material/signifi cant
- 4 Serious, but not threatening the continued existence of the Group
- 5 Existential threat
- The likelihood of occurrence is indicated as follows:
| 1 | Ve l i ke ly ry un |
1 – 1 5 % |
|---|---|---|
| 2 | Un l i ke ly |
1 5 – 4 0 % |
| 3 | Po i b le ss |
0 – 6 0 4 % |
| 4 | i L ke ly |
6 0 – 8 5 % |
| 5 | Ve l i ke ly ry |
8 5 – 9 9 % |
Based on the combination of these two factors, the risks are classifi ed as negligible (N), relevant (R), major (M) or a threat to survival (S), according to their threat potential. This forms the basis for the additional management of the risks.
Risk matrix
| Lik eli f o hoo d o ccu rre nce |
|||||||
|---|---|---|---|---|---|---|---|
| Eff ect s |
1 – 15 % |
15 – 4 0% |
40 – 6 0% |
60 – 8 5% |
85 – 9 9% |
||
| Exi ntia l th ste t rea |
R | M | M | S | S | ||
| Se rio bu hre t n o t at t us, o |
|||||||
| the nti d e xis ten co nue ce |
R | R | M | M | M | ||
| of t he gro up |
|||||||
| Ma ial/ sig nifi ter t can |
R | R | M | M | M | ||
| No t si ifi c bu ant t n ot gn |
N | R | R | R | M | ||
| lig ible neg |
|||||||
| Ins ign ifi c ant |
N | N | R | R | R |
The risk management is carried out through the defi nition, introduction and regular monitoring of suitable countermeasures.
Opportunity management
The goal of opportunity management is to identify, assess and manage at an early stage future performance potential and to engage in suitable measures for implementing new strategies and innovations. The identifi cation and use of opportunities (opportunity management) is a continuing task of business activity in an eff ort to ensure the long-term success of the Company.
Opportunities are surveyed, evaluated and, to the extent possible, materialized for all Company divisions during regularly convened budget planning and update sessions as well as at management meetings.
4.2.2 Opportunities and Risks
Compared to the prior year, there have been no material changes in the opportunity and risk structure. As of December 31, 2015, the following described opportunities and risks exist which could have a material eff ect on the continued development of WashTec. Risks classifi ed as »insignifi cant« will not be discussed in any more detail.
4.2.2.1 Uncertainties in the fi nancial markets and overall economic development risks
Risks
The uncertainties and virtually unpredictable changes in the global economy and the fi nancial markets could adversely aff ect the investment behavior of individual customer groups. This could impact, for example, oil companies whose earnings fl uctuate signifi cantly based on even more extensive changes in the price of oil.
Current regional military confl icts or campaigns waged by extremists could spread and thereby trigger – beyond the sphere of small sales markets that are currently impacted – adverse consequences for economic development and hence the sale of carwash equipment.
Opportunities
The lower cost of fuel will tend to cause an increase in demand and therefore lead to more visits to the gas pump. This could favorably infl uence wash fi gures and therefore also investments or revenues for service and chemicals.
Certain regions, which WashTec also views as strategically important growth markets, are currently in a somewhat worse economic condition than they were in the prior year. Unlike the other segments of the German industry, changes in the overall economic development in China play only a subordinate role for WashTec because of the still low revenues generated there. Should negative developments in China impact the development of the global economy, then this could also impact WashTec's growth.
4.2.2.2 Climate and environment
Risks
Climate changes, regional droughts and water shortages, increasing congestion on roads, highly volatile costs for fuel and bans on inner-city driving together with road tolls and greater environmental awareness all could result in fewer vehicles on the road in an eff ort to protect the environment or comply with laws and government regulations. Such a trend could diminish wash activity and, accordingly, reduce investments made in vehicle wash equipment.
Opportunities
The fact that fresh water as a resource is becoming scarcer and more costly could result in an increase in automated car washing which, if water reclaim systems are used, could reduce the consumption of fresh water by 90% or approximately 150 liters per wash in comparison to manual washing or to car wash equipment with no water reclaim systems. If the stricter legislation being in force in various countries becomes more widespread, then the demand for car wash systems with water reclaim equipment could rise. Likewise, laws and regulations, such as the prohibition of manual washing of vehicles, could have a positive eff ect on the demand for car wash equipment.
4.2.2.3 Customers, competition and market
Risks
A freeze on investments by individual multinational oil companies or the listing of other suppliers due to new tender agreements with multinational oil companies could lead to a decline in revenues for WashTec in virtually all regions. Since signifi cant major customer agreements were concluded in 2015, this risk has diminished compared to last year.
In combination with the high competitive intensity of the industry, risks from aggressive price competition could increasingly depress prices and squeeze margins in certain markets or market segments.
WashTec has installed a systematic and extensive market tracking system. Risks to earnings from declining demand or risks from falling prices can be mitigated partially by using measures related to ongoing product enhancement, product range optimization, modifi cations to purchasing terms and conditions as well as capacity adjustments.
As a consequence of the shortage and increasing costs of fossil fuels over the mid-term and the technical advancement and proliferation of electric vehicles, the use of petrol stations in its current form could decline. Nevertheless, it is presently unclear which utility concept for the electrical vehicles will emerge as the prevailing concept (e.g., potentially relevant electrical charging and battery swap at petrol stations or electrical charging at home). In the opinion of our major customers, this development will not, however, have a signifi cant infl uence on the number and use of petrol stations in the next 5 to 10 years due mostly to the volume of the cars already in circulation. Changes in the wash behavior of customers could have adverse consequences for the sale of the WashTec Group's primary products. The market shares held by WashTec in the various wash types diff erentiate particularly outside of Europe. A trend towards forms of car washing, which currently still have lower market shares, could hurt revenues.
A similar risk can arise if major customers sell some or all of their networks. If these stations or networks are acquired by more than one purchaser, then this could lead to an increase in the cost of sales and render existing long-term contacts with decision-makers obsolete.
Opportunities
The current business climate aff ords WashTec an opportunity to expand its leading market position. The trend towards qualitatively demanding and automated car washing will continue even in regions outside of the EU. The Company's solid structure allows it to invest in products and markets. The presence of its own production sites in the growth regions of North America and Asia could lead to a favorable development above the internal planning in the mid-term. The increasingly global purchasing activities could mean that further effi ciency potential could be realized with respect to the procurement and production of individual components in the future.
If stronger, retail-shop oriented global companies acquire the oil company networks, then such a trend could lead to a further improvement of WashTec's global market position. WashTec's access to capital markets also generally allows WashTec to make its own investments.
By virtue of the strengthened collaboration with our independent sales partners in roughly 65 countries, higher sales could be generated in growth regions.
4.2.2.4 Capital expenditures
Decisions to make investments and capital expenditures are based, among other things, on assumptions and estimates about future development. The assessment of risks and opportunities plays a signifi cant role when reviewing potential investments.
Risks
This entails the risk that the assumptions or estimates made about future market developments will not materialize as planned and that this will lead to wrong investments. Wrong investments would encumber the net assets, fi nancial position and results of operation of the WashTec Group due to interest owed on any committed capital, non-scheduled write-downs, etc.
In order to reasonably manage such risk, the Company has a detailed policy for approving investments and other expenditures. The policy defi nes upper thresholds and identifi es the groups of persons authorized to make certain expenditures. Larger investments or capital expenditures are summarized in the annual investment plan, submitted to the management board and then approved by the supervisory board. Strategic decisions are taken only after there have been detailed discussions on the management board, within the extended manager group and with the supervisory board.
Opportunities
Investments off er numerous opportunities. These include – depending on the type of investment – the opportunity to strengthen WashTec's market and competitive position and/or to improve earnings.
4.2.2.5 Innovations and Patents
Risks
WashTec has a large number of patents and various licenses that are very important to the Group's business.
Even if patents have a presumption of validity by operation of the law, the granting of patents does not necessarily mean that the patent will be valid or that any patent claims are enforceable. This applies above all to the Asian markets. Insuffi cient protection or the actual infringement of intellectual property rights could impair the WashTec Group's ability to exploit its technological lead to generate profi ts and could thereby reduce its future earnings. Furthermore, it cannot be ruled out that WashTec will infringe third party patents because WashTec's competitors, just like WashTec itself, register numerous inventions as patents and receive patent protection. Competitor innovations, developments in the car industry and the development of new disruptive innovations in sectors outside of the car wash business could permanently impact the demand for WashTec.
The ongoing technological improvement of the products could have an infl uence on the scope of future services.
Opportunities
WashTec Group's research and development activities are aimed at further developing the existing product range, developing new car wash equipment and quickly and effi ciently meeting the individual requirements of customers. WashTec's innovations have already received numerous awards at industry trade fairs and were successfully launched on the market.
The technological improvements could modify the current business model of the carwash industry and lead to additional market share in the equipment sales segment.
Innovative products could outperform customer expectations, stimulate new demand and win-over new customer groups or lead to shifting market share among existing customer segments.
4.2.2.6 Risks and opportunities for quality and process
Risks
Quality and process risks can arise in connection with new product launches and with changes to internal processes and the introduction of new IT systems. Moreover, WashTec continues to actively develop with its customers the very stringent HSE (Health, Safety, Environment) requirements. Unforeseeable violations or individual misconduct could lead to loss of major contracts or to delays in equipment installation and therefore adversely aff ect the Company's net assets, fi nancial position and results of operation.
Opportunities
The constant optimization of the main processes and the deployment of new technologies could have positive eff ects in terms of customer satisfaction and process effi ciency, which were not factored into the normal planning.
4.2.2.7 Supplier risks and opportunities
Risks
With respect to the purchase of raw materials, components or services, there are risks that could arise from delayed deliveries, product unavailability, defective quality risks and volatile purchase prices. A committed supplier and purchasing/procurement management system and the assessment of risk (particularly with regard to strategic suppliers) will limit any risks as far as possible.
It is conceivable that changes in the procurement volumes could produce signifi cant changes in the procurement prices. This could adversely aff ect margins.
WashTec also purchases parts from competitors. The willingness to sell these parts at normal delivery times and prices, as agreed, can vary, for example, when there are changes in the management or ownership of such companies.
Opportunities
By virtue of the competition among suppliers and their innovation potential, it is possible to achieve both technical and price improvements for the procurement of products or services.
The current trends regarding commodity costs could have favorable eff ects both for equipment production and for operating internal vehicle fl eets.
4.2.2.8 Capacity risks
Fluctuations in demand and diff erent production utilization during the course of the year necessitate corresponding adjustments in capacity. With the help of internal sales quantity planning, capacity risks at the production sites are identifi ed as far as possible and are accommodated through the deployment of temporary workers and fl exible seasonal working systems or in the case of extreme fl uctuations, through the hiring of parttime workers.
When capacities are increased, a delay in the construction project could lead to occasional logistics and supply problems.
4.2.2.9 Takeover risks or changes in the shareholder structure
Risks
If its stock market valuation fails to suffi ciently refl ect the Company's long-term intrinsic value or the Group's good performance sparks the interests of new investors, then this could lead to takeover or to signifi cant changes in the shareholder structure.
Such events could change the WashTec Group's existing strategy, the composition of its boards and governing bodies, and previously communicated expectations. Some of the WashTec Group's agreements (e.g., loan agreements) include a change of control clause (change in control).
4.2.2.10 Financial risks
Risks
A banking syndicate has made available – in major parts – loans and other local credit lines amounting to € 51.1m until December 2018. The terms and conditions under the syndicated loans limit the fi nancial and operating fl exibility of the WashTec Group. During the term of the loan, the WashTec Group must comply with certain fi nancial covenants. If certain events described in the credit agreement should occur (such as a takeover or the loss of a key subsidiary) or a breach of a material contractual obligation (such as a breach of the so-called »fi nancial covenants«), then the agreement may be terminated for good cause.
The base interest rate on the loans is variable and linked to EURIBOR as well as the Company's actual degree of indebtedness. Financial and economic crises could make it more diffi -
cult to satisfy certain fi nancial ratios which, in turn, could have a direct adverse eff ect on the Company's fi nancing situation.
Opportunities
Less utilization of the available credit lines and a generally lower interest rate level could have a favorable eff ect on the fi nancial result and hence the earnings of the WashTec Group. Based on the solid balance sheet structure, the WashTec Group is able to regularly invest into operational and strategic growth and to keep its strategic options open.
4.2.2.11 Exchange rate changes
Risks
By virtue of the increasing number of USD transactions with the subsidiary in the United States, any changes in the USD/ EUR exchange rate could impact the fi nancial statements. In order to avoid high risks, WashTec relies on derivatives that were executed in June 2011. Operational risks resulting from other individual transactions in foreign currencies are immaterial for the Group due to their low volume or are already described under the section »Financial Risks«.
Opportunities
From the sales generated from the North American or Asia/ Pacifi c regions, the further weakening of the euro could yield positive currency eff ects.
4.2.2.12 Liquidity risks
One of the key business objectives is to ensure that WashTec companies are solvent at all times. Using the implemented cash management system – for example, an annualized rolling group liquidity plan executed each month – the Company is able to identify potential bottlenecks in a timely manner and to ensure that appropriate steps are taken. Un-utilized credit lines ensure the supply of liquidity.
A liquidity risk could arise in that there might not be adequate cash to seasonably discharge the fi nancial obligations as they fall due, for example due to disbursements that were not factored into the cash planning.
4.2.2.13 Credit and default risks
The Group enters into transactions with creditworthy third parties only. In order to keep the delcredere risk as low as possible – if the customer does not have a fi rst-rate credit rating – order acceptances are subject to controls. For new regional customers, the Company requests evidence of credit standing or fi nancing. It is assumed that the bad debt allowances are suffi cient to cover the actual risk. There are no material credit risk concentrations within the Group.
4.2.2.14 Tax risks
The WashTec Group recognizes deferred tax assets based mostly on timing diff erences. Changes in tax legislation that relate to the tax rate could result in expenses arising from the valuation of recognized deferred tax assets and therefore have adverse eff ects on the consolidated equity and/or earnings per share.
In addition, other risks could arise due to still pending tax audits among various subsidiaries of the Group. Corporate management views this risk as rather low because all of the new calculations had been made in cooperation with local tax advisors. Until the tax audit is completed, such risks cannot be completely dismissed, however. Due to the Company's international structure, risks still exist in relation to the laws on value added tax.
4.2.2.15 Employee risks
WashTec depends to a large extent on qualifi ed employees and specialists in all areas and specifi cally in the areas of development, customer support, and wash equipment programming and operation. The unexpected loss of employees or diffi culties in the search for qualifi ed employees could have an adverse effect on the WashTec's net assets, fi nancial position and results of operation.
In countries where WashTec does business through its own subsidiaries, the existing collective pay scale models vary. Agreements between employers and employee representatives, such as pay scale increases, which exceed the expectations of the Group or are generally too high, could undermine the WashTec Group's competitive position internationally.
In addition, labor walkouts in production or service could delay the realization of revenue. WashTec attempts to minimize this risk through active communication with the employee.
A change in the conditions for employing temporary employees or in the social security obligations required of companies could lead to cost increases for the Group.
4.2.3 Overview of corporate risks
The table set forth below describes the aforementioned risks with respect to the likelihood of their occurrence, their possible fi nancial impact and the overall evaluation derived therefrom:
| Lik eli hoo d of occ urr en ce |
sib Pos le ial fi n anc im t pac |
Ov ll era tio lua eva n |
|
|---|---|---|---|
| Cli and te ma iro isk al r ent env nm s |
like ly un |
ial/ ter ma sig nifi t can |
rel nt eva |
| Cu itio sto pet me r, c om n and ark et m |
like ly un |
ial/ ter ma sig nifi t can |
rel nt eva |
| Inv est nt me |
ve ry like ly un |
sig nifi not t can |
t si ifi c ant no gn |
| Inn tio and ten ts ova ns pa |
like ly un |
t si ifi c ant no gn |
t si ifi c ant no gn |
| Qu alit nd isk y a pro ces s r s |
like ly un |
ial/ ter ma sig nifi t can |
rel nt eva |
| Su lier ris ks pp |
like ly un |
ial/ ter ma sig nifi t can |
rel nt eva |
| Ca ity risk pac s |
like ly un |
ial/ ter ma sig nifi t can |
rel nt eva |
| Tak risk eov er s |
ver y like ly un |
ial/ ter ma sig nifi t can |
rel nt eva |
| Fin ial risk anc s |
like ly un |
t si ifi c ant no gn , but als ot o n lig ible neg |
rel nt eva |
| Cu ris ks rre ncy |
sib le pos |
t si ifi c ant no gn , but als ot o n lig ible neg |
rel nt eva |
| Liq uid ity risk s |
ver y like ly un |
sig nifi not t, can but als ot o n lig ible neg |
rel nt eva |
| Cre dit def aul t ri sks an |
like ly un |
t si ifi c ant no gn , but als ot o n lig ible neg |
rel nt eva |
| ris Tax ks |
sib le pos |
ial/ ter ma sig nifi t can |
rel nt eva |
| Em loy risk p ee s |
like ly un |
t si ifi c ant no gn , but als ot o n lig ible neg |
rel nt eva |
4.2.4 Total risk assessment
An aggregation of the most important individual risks in all corporate divisions and functions is not appropriate because it is unlikely that the individual risks will occur simultaneously. Based on the previously described individual risks, the following total assessment can be made:
In terms of the overall number of risks that could have a material eff ect on the WashTec Group, there was a slight decrease, compared to prior year. The risk of losing major customers has diminished compared to prior year due to the large number of agreements that were concluded in 2015. Nevertheless, there has been no fundamental change in the overall risk situation. There do not appear to be any existential risks.
There were no changes between the balance sheet date and the date on which the management report was prepared. In accordance with § 317 (4) HGB, the annual accounts auditor shall perform an audit of the early risk identifi cation system set up in accordance with § 91 (2) AktG during the course of the annual fi nancial statement audit. A risk report will also be supplied to the Supervisory Board.
076
principles, procedures and measures for ensuring the eff ectiveness and effi ciency of the accounting, the propriety of the accounting and compliance with the laws and regulations. The ICSA of WashTec is intended to ensure the requisite reliability of the fi nancial reporting and the externally published annual fi nancial statements. The Group-wide rules on accounting and valuation ensure the uniformity of the WashTec Group's accounting practices. The eff ects that any new accounting provisions and changes in existing accounting provisions will have on the WashTec Group are examined in a timely manner. The WashTec Group has a suffi ciently uniform structure for weekly, monthly and quarterly reporting, which refl ects the set of policies in a timely and updated manner. The fi nancial statements of the group companies are analyzed each month within the Group on the basis of a group-wide planning and reporting tool.
All processes and companies are assessed according to potential and previously identifi ed risks, and corresponding internal audits are set. Within the business divisions themselves, regular control functions are also performed primarily through the controlling and internal audit department.
There have been no changes to the internal control system between the balance sheet date and the date on which the management report was prepared.
6 ICS and RMS Related to the Group Accounting Process The internal control system (ICS) for accounting encompasses Risk Reporting with Respect to the Use of Financial Instruments
The key risks for the Group arising from derivative fi nancial instruments include cash fl ow risks, as well as liquidity risks, exchange rate risks, credit risks and default risks. The Company policy is to avoid or limit these risks as much as possible. A detailed discussion about how the liquidity risks, exchange rate risks, credit risks and default risks was already addressed in the risk report. The Company also uses derivative fi nancial instruments for the purpose of hedging interest rate and market risks. In accordance with a Group policy, there is no trading in derivatives. At the outset of the hedging process, the hedges and the risk management goals of the Group are formally established and documented. A more comprehensive discussion about these measures is set forth in the notes to the consolidated fi nancial statements.
Takeover-related Disclosures
Disclosures in accordance with §§ 289 (4), 315 (4) HGB – Explanatory report by the management board
The following text includes the disclosures required under §§ 289 (4) and 315 (4) HGB.
§ 315 (4) no. 1 HGB »Subscribed capital«
The Company's subscribed capital totals € 40,000,000 and is divided into 13,976,970 no-par value bearer shares, with each share granting the same rights, in particular the same voting rights. There are no diff erent classes of shares. The management board is not aware of any restrictions aff ecting the voting rights or the transfer of shares. There are no shares carrying special rights granting their holders a power of control.
§ 315 (4) no. 2 HGB »Restrictions regarding voting rights or transfer«
In accordance with § 71 b of the German Stock Corporation Act (AktG), the Company has no rights pertaining to any treasury shares it acquires. In all other respects, each share has one vote. To the management board's knowledge, there are no restrictions on voting rights or restrictions pertaining to the transfer of shares.
§ 315 (4) no. 3 HGB »Direct and indirect capital participations«
To the knowledge of the management board, 35.20% of the Company's shares are held by shareholders whose stakes are below the disclosure (reporting) threshold. in free fl oat. According to the disclosures fi led under the German Securities Trading Act (WpHG), persons holding either direct or indirect equity stakes exceeding 10% of the voting rights are Kempen Oranje Participaties N.V., Amsterdam, The Netherlands (10.73%)
The Company's voting rights are currently distributed as follows (§ 315 (4) no. 3 HGB):
Shareholder structure as December 31, 2015
§ 315 (4) no. 4 HGB »Holders of shares with special rights«
There are no holders or bearers of shares with special rights granting powers of control.
§ 315 (4) no. 5 HGB »Control of voting rights, where employees hold a share in the company's capital« No employees hold a share in the Company's capital.
§ 315 (4) no. 6 HGB »Appointment and removal of management board members and amendments to the articles of association«
The appointment and removal of members of the management board is based on §§ 84 and 85 AktG as well as on sec. 7 of the Company's articles of association. Pursuant to sec. 7.1 of the articles of association, the management board consists of one or more members. The number of members of the management board is determined by the supervisory board.
In accordance with the articles of association and with the valid internal rules of procedure of the management board, the management board currently comprises four members, one of whom has been appointed by the supervisory board to serve as chairman. The articles of association do not set out any special requirements with respect to the appointment and removal of one or all of the members of the management board. The supervisory board is responsible for appointments and removals. Members may be reappointed to the management board or have their term of offi ce extended.
Amendments to the articles of association are made pursuant to §§ 179 and 133 AktG and to secs. 9.9 and 9.10 of the articles of association. The Company has not made use of the option to set out further requirements for amendments to the articles of association.
§ 315 (4) no. 7 HGB »Powers of the management board to issue and buy back shares«
Authorized capital (sec. 5.1 of the articles of association of WashTec AG)
Pursuant to the resolution adopted by the annual general meeting of shareholders on May 15, 2013, the management board was authorized, subject to the consent of the supervisory board, to increase the registered share capital one or more times on or before May 14, 2016 by up to an amount totaling € 8,000,000 (authorized capital) through the issuance of new no-par value bearer shares in exchange for cash and/or non-cash (in kind)
capital contributions. Credited against this amount at the time the new shares are issued will be the pro rata amount of the registered share capital, which is attributable to those no-par value bearer shares, for which conversion rights or duties or option rights or duties exist, which were granted or issued during the term of such authorization based on the authority granted by the annual general meeting of shareholders on May 15, 2013 and relating to agenda item 9. If the aforementioned conversion rights or duties or option rights or duties no longer exist because they had been exercised on the date the new shares were issued, then any such issued shares must be taken into account. In this respect, the shareholders must generally be granted preemptive rights, unless otherwise provided. The new shares may also be underwritten by one or more banks, which are commissioned by the management board and then subject to an obligation to off er these shares to the shareholders for subscription (indirect preemptive right). However, the management board is also authorized (subject to the approval of the supervisory board) to exclude shareholders' preemptive rights in certain cases as set out in sec. 5.1 of the articles of association of WashTec AG. The management board has not made use of these authorizations to date. The authorized capital is intended to enable the Company, if necessary, to react rapidly and fl exibly in order to raise equity capital on favorable terms and conditions.
Contingent capital (sec. 5.2 of the articles of association of WashTec AG)
Pursuant to a resolution adopted by the annual general meeting of shareholders held on May 15, 2013, the Company's registered share capital was conditionally increased by up to € 8,000,000, divided into up to 2,795,394 no-par value bearer shares (contingent capital I), although credited against this pro rata amount of the registered share capital will be the amount by which the registered share capital is increased on the basis of sec. 5.1 of the articles of association (authorized capital). Any such credit will be made when the applicable resolution for
increasing capital is adopted. This contingent capital increase will be carried out only to the extent that the holders of options (or creditors) or conversion rights or persons obligated to exercise the conversions or options under warrant-linked or convertible bonds, participation rights or participating bonds (or a combination of such instruments), which are issued in exchange for cash capital contributions and are issued or guaranteed on or before May 14, 2016 by the Company or by a downstream group enterprise of the Company based on the authorization granted to the management board by the annual general meeting on May 15, 2013, make use of their option or conversion rights. Or it will occur to the extent they are obligated to exercise the option or conversion rights, satisfy their obligation to exercise their conversion or option rights, or to the extent that the Company exercises an elective right – in complete or partial lieu of payment of the cash amount due – to grant its Company shares, provided that no cash compensation is granted or treasury shares or the shares of another publicly listed company are used to satisfy those obligations. The new shares will be issued in each case at the option or conversion price determined in accordance with the aforementioned authorization resolution. The new shares will have dividend rights beginning in the fi scal year in which they are created. The management board is authorized, with the consent of the supervisory board, to prescribe additional details regarding the implementation of the contingent capital increase.
Share buy-back
Pursuant to a resolution adopted by the annual general meeting of shareholders on May 15, 2013, the management board was authorized to acquire, on or before May 14, 2016, the Company's own shares for purposes other than to deal in treasury shares, up to a total of 10% of the Company's current € 40,000,000 of registered share capital. The total treasury shares, which are acquired under this authorization and the other treasury shares, which are held by the Company or attributable to the Company in accordance with §§ 71a et seq. of the German Stock Corporation Act (AktG), may at no time exceed 10% of the respective registered share capital. The manage ment board can opt to acquire these shares on the stock ex change, by means of a public purchase off er to all shareholders or by means of a public invitation directed at all shareholders to submit sales off ers. The exact terms and conditions for the purchase are set forth in the invitation to WashTec AG's ordi nary annual general meeting of the shareholders in 2013. The Company exercised this authority in the 2015 reporting year. On August 14, 2015, the management board, with the consent of the supervisory board, resolved, as part of a discretionary public stock buyback off er, to purchase up to 550,000 of its own outstanding shares in exchange for a cash payment total ing € 23.20 per no-par value share. This number represents 3.94% of the Company's registered share capital. By the expiration of the acceptance deadline on September 9, 2015, 5,871,173 shares had been tendered. Factoring in the preferen tial acceptance of shareholders who had submitted up to a maximum of 100 shares and the allotment ratio of 9.2220%, WashTec AG thereupon acquired 549,988 shares (rounded to the nearest whole number in accordance with common commercial practices). This represents approximately 3.93% of the Company's registered share capital. After implementing the share buyback off er and factoring in the previously held shares, WashTec AG now holds a total of 594,646 of its own shares rep resenting approximately 4.25% of its registered share capital.
§ 315 IV nos. 8 + 9 HGB »Material contracts that are subject to a change of control provision in connection with a take over off er«
Individual contracts concluded by the WashTec Group (e.g., loan agreements) provide for the option of extraordinary termi nation in the event of a takeover (change of control). In that case, the management staff itself could change in the event of a takeover.
Declaration on Corporate Management (§ 289a HGB)
(including corporate governance-report)
The principles of responsible and good management dictate the actions taken by the management and supervisory board of WashTec AG. This declaration represents the management board's report pursuant to § 289a (1) of the German Commercial Code (Handelsgesetzbuch or HGB) on its management of the Company. The management and supervisory boards hereby simultaneously fi le their report pursuant to sec. 3.10 of the German Corporate Governance Code (the »Code«) concerning the corporate governance of the Company.
The management and supervisory board of WashTec AG identify with the objectives of the Code, which encourage responsible, transparent corporate management and supervision aimed at achieving a sustainable increase in shareholder value.
WashTec AG is fully implementing the recommendations of the Code
WashTec AG's management and supervisory boards regularly direct their attention to satisfying the requirements of the Code. The recommendations and suggestions of the Code, as amended on May 5, 2015, have been fully implemented. Thus, no deviations needed to be disclosed in the declaration of conformity issued by the management and supervisory board on December 15, 2015.
8.1 Corporate and managerial structure
Supervisory board
Supervisory board has six members and several committees
The supervisory board is composed of six members. In order to perform its duties effi ciently and in accordance with the requirements of the Code, the supervisory board established an innovation committee and sales strategy committee to accompany the existing audit committee, personnel committee and nomination committee. The committees are charged with the task of preparing the topics and draft resolutions for the supervisory board meetings. The committees also exercise some decision-making powers which have been delegated to them by the supervisory board as required by statute. Within the scope of the overall responsibility of the supervisory board, each member performs certain duties on the committees based on the member's expertise. Dr. Liebler (Chairman), Mr. Große-Allermann and Dr. Blaschke are on the audit committee, whereas Dr. Liebler, based on his special expertise and experience, also handles the role of the »Financial Expert«. Dr. Blaschke acts as chairman of the personnel committee and Messrs. Lacher and Bellgardt serve as additional members. The nominating committee consists of Messrs. Große-Allermann (Chairman), Dr. Liebler and Dr. Hein. Members of the innovation committee include Mr. Bellgardt, as chairman, as well as Dr. Blaschke and Dr. Hein. The sales strategy committee consists of Dr. Blaschke (chairman) and Mr. Bellgardt.
The composition of the supervisory board is based on the Company's corporate purpose, the size of the Company, the composition of the staff and on the international business activity of WashTec. In accordance with its recommendation under sec. 5.4.1 of the Code, the supervisory board resolved to set specifi c objectives with respect to its composition. During the fi scal year, the supervisory board also addressed the issue of female participation on the supervisory board and management board and defi ned a target quota for such board participation. The exact target is described in more detail on page 83.
The supervisory board already largely satisfi es these goals in its current composition and intends to factor in the approved goals during the next supervisory board election or in the event a supervisory board member resigns before his or her term has ended. The same rule applies to proposals made in the event of a court-ordered appointment.
When proposing candidates to the competent election bodies [Wahlgremien], no persons will be considered who would turn 75 years of age during the regular term of offi ce as a member of the supervisory board of the Company (see sec. 1.3 of the Company's internal rules of procedure for the supervisory board).
The supervisory board oversees and advises the management board in its management of the Company's business. At regular intervals, the supervisory board holds discussions with respect to the Company's business development and planning as well as its strategy and the implementation thereof. The supervisory board reviews the Company's quarterly and semi-annual reports and approves WashTec AG's annual fi nancial statements, as well as those of the Group. The annual fi nancial statements of WashTec AG are adopted upon their approval by the supervisory board, inasmuch as there is no resolution of the annual general meeting pursuant to § 172 AktG. The supervisory board monitors the Company's compliance with legal norms, regulations and internal corporate guidelines (compliance). Its scope of responsibilities also includes appointing the members of the management board as well as defi ning their areas of responsibilities. In addition, the supervisory board adopts resolutions on, and regularly reviews, among other things, the system of compensation/remuneration for the management board, including the main contractual elements of that system (sec. 4.2.2 of the Code). Management board decisions of major signifi cance – for example, acquisitions, divestitures and fi nancing measures – are subject to supervisory board approval.
The work of the supervisory board is governed under internal rules of procedure, in particular pertaining to the notice and conduct of meetings, the adoption of resolutions and the manner in which confl icts of interest should be handled.
The supervisory board has adopted internal rules of procedure governing the work of the management board; in particular,
these rules defi ne the areas of responsibility for the members of the management board, prescribe the matters that are reserved for decision by the full (plenary) management board, establish the matters needing the approval of the supervisory board and set the majority vote requirements for management board resolutions.
The management and supervisory boards cooperate closely in the best interests of the Company. No confl icts of interest arose on the part of members of the management or supervisory board requiring disclosure to the supervisory board. The supervisory board's provision of independent advice to, and oversight over, the management board has been and continues to be assured at all times.
Management board
The management board of WashTec AG is a corporate managerial body of the Company and is therefore required to act in the Company's best interests and in furtherance thereof seeks a sustained increase in shareholder value. It is responsible for specifying the principles of the Company's corporate policies in cooperation with the supervisory board, and bears responsibility for the Company's strategic focus, for planning and setting the Company's budget, for allocating resources and performing oversight over department heads. In addition, the management board is responsible for ensuring compliance with legal and regulatory requirements and with internal corporate guidelines or directives, and it works toward securing compliance with these rules by all corporate group affi liates. It reports to the supervisory board at regular intervals and in a timely and comprehensive manner with respect to all questions of strategy and strategic implementation, planning, the Company's fi nancial position and results of operations, compliance, as well as risk and risk management situation, which are of relevance to the Company and the Group.
During the reporting period, the management board consisted of four members: Dr. Zimmermann (as management board chairman), Ms. Kalb, Mr. Weber and Mr. Springs. Dr. Zimmermann is responsible for the areas of Supply Chain, Development, Service, Quality and Purchasing. Ms. Kalb is responsible for the areas of Human Resources, Compliance, Investor Relations and Special Projects. Mr. Weber is responsible for Sales, Marketing and Product Management. Mr. Springs is responsible for Finance and IT.
Reported securities transactions (»Directors' Dealings«)
Pursuant to § 15a of the German Securities Trading Act (Wertpapierhandelsgesetz or WpHG), members of the management and supervisory board have an obligation to disclose their purchase or sale of the securities in WashTec AG or any fi nancial instruments based thereon, to the extent the value of the purchase and sale transactions executed by that board member and persons closely related to him or her reaches or exceeds the sum of € 5,000 during a single calendar year. The Company was notifi ed of the following transactions undertaken in the recently completed fi scal year:
| ion Da of the Tr te act ans |
Fir nd st n am e a |
Pos itio n/ |
Typ nd e a |
Fin ial anc |
Un it |
Rat e/p rice |
To tal vol um e |
|---|---|---|---|---|---|---|---|
| in € k, d iff e ssi ble du e to ren ces po ing -off nd rou |
las t n am e |
sta tus |
loc atio f th n o e ctio tra nsa n |
ins tru nt me IS and IN |
mb nu er |
ice pr |
|
| Ma 13, 20 15 y |
Dr . H -Fr ied ric h ans Lie ble r |
Me mb of t he er iso boa rd sup er v ry |
Pu rch via ase Xe tra |
Wa sht sha ec re DE 000 750 750 1 |
5,0 00 |
21 .00 |
105 ,00 0.0 0 |
| Ma 18, 20 15 y |
VV G F ilie am Rol and La che r (K G) |
For wit h a p ers on ks ent tas ma nag em |
via Pu rch ase Xe tra |
Wa sht sha ec re DE 000 750 750 1 |
5,0 00 |
19 .97 |
99, 850 .00 |
| Ma 29, 20 15 y |
Dr. Sö He in ren |
Me mb of t he er iso boa rd sup er v ry |
Pu rch via ase nkf Fra urt |
Wa sht sha ec re DE 000 750 750 1 |
5,0 00 |
20 .19 |
100 ,95 0.0 0 |
| Sep 25 , 20 15 |
Dr. Vo lke r Zim me rm ann |
f th Me mb er o e bo ard ent ma nag em |
Pu rch ase ov er the unt -co er |
Wa sht sha ec re DE 000 750 750 1 |
12, 500 |
22 .00 |
275 ,00 0.0 0 |
| No v 1 9, 2 015 |
Ste han W ebe p r |
Me mb f th er o e bo ard ent ma nag em |
Pu rch ase ov er the unt -co er |
Wa sht sha ec re DE 000 750 750 1 |
3,0 00 |
28 .90 |
86, 700 .00 |
| Dec 10 , 20 15 |
ine r S ing Ra pr s |
f th Me mb er o e bo ard ent ma nag em |
via Pu rch ase Xe tra |
Wa sht sha ec re DE 000 750 750 1 |
4,0 00 |
6 29 .13 |
116 ,54 5.0 0 |
| Dec 21 , 20 15 |
Ka roli Kal b ne |
Me mb f th er o e bo ard ent ma nag em |
Pu rch via ase Xe tra |
Wa sht sha ec re DE 000 750 750 1 |
811 | 29 .49 5 |
23, 920 .46 |
| Dec 23 , 20 15 |
roli Ka Kal b ne |
Me mb f th er o e bo ard ent ma nag em |
Pu rch via ase Xe tra |
Wa sht sha ec re DE 000 750 750 1 |
2,2 36 |
29 .50 |
65, 962 .00 |
| Dec 29 , 20 15 |
Ka roli Kal b ne |
Me mb f th er o e bo ard ent ma nag em |
Pu rch via ase Xe tra |
Wa sht sha ec re DE 000 750 750 1 |
253 | 29 .50 |
7,4 63. 50 |
All directors' dealings are published in the Investor Relations section of the Company's website at www.washtec.de
Shareholdings of the management and supervisory boards
The supervisory board member, Jens Große-Allermann, sits on the management board of Investmentaktiengesellschaft für langfristige Investoren TGV, which according to a notifi cation dated July 31, 2009, held 758,358 voting shares (5.43%) of WashTec AG.
As of December 31, 2015, Dr. Günter Blaschke, as the Supervisory Board Chairman, held 50,000 shares of WashTec AG and Mr. Ulrich Bellgardt, as Supervisory Board Deputy Chairman, held 25,000 shares of WashTec AG. The members of the supervisory board, Dr. Hans-Friedrich Liebler and Dr. Sören Hein, each held 5,000 shares of WashTec AG. The VVG Family Roland Lacher KG, represented by Mr. Roland Lacher, member of the supervisory board of WashTec AG, likewise held 5,000 shares as of December 31, 2015.
As of December 31, 2015, Dr. Volker Zimmermann, as management board chairman, held 12,500 shares of WashTec AG. As a member of the management board, Mr. Stephan Weber held 3,000 shares of WashTec AG, Mr. Rainer Springs held 4,000 shares of WashTec AG, and Ms. Karoline Kalb held 3,300 shares of WashTec AG.
Shareholders and the annual general meeting
WashTec AG regularly provides detailed information on the Company's business developments, fi nancial situation and results of operations to its shareholders in the form of fi nancial reports, in individual discussions and at investor conferences.
The annual general meeting of shareholders of WashTec AG takes place in the fi rst half of a given fi scal year, usually in May. The annual general meeting adopts resolutions regarding, inter alia, the appropriation of distributable profi t, the ratifi cation of the acts taken by the management and supervisory boards, and the selection of the Company's auditors. Amendments to the
Company's articles of association and the granting of authority to engage in measures eff ecting changes to the Company's capital are resolved exclusively by the annual general meeting of shareholders and are implemented by the management board.
WashTec AG off ers its shareholders, prior to the annual general meeting, the option of authorizing a proxy, who is appointed by the Company but bound by the instructions issued by the shareholder in question.
In 2015, as in years past, WashTec AG placed all of the documents, which were relevant to its annual general meeting, on the Internet in German and in English. This means that WashTec AG's homepage off ers a comprehensive platform of information for both national and international investors with respect to its annual general meeting. WashTec AG does not broadcast its annual general meeting on the Internet and does not electronically transmit notices of such meetings.
Female quota
Pursuant to the Act for the Equal Participation of Women and Men in Management Positions in Private Enterprise and Public Service (May, 2015) [Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öff entlichen Dienst vom Mai 2015], certain companies in Germany are obligated to initially set target quotas for the number of women (as a percentage of all members) who should sit on the supervisory board, sit on the management board and hold the management positions in the two management levels immediately below those bodies and to establish the date by which such a female quota should be attained.
On September 17, 2015, the supervisory board resolved to establish a target of at least 25% as a female quota for the management board.
All documents relevant for the annual general meeting of the shareholders can be downloaded from the Internet
Likewise, on September 17, 2015, the supervisory board resolved to set a target of at least 0% as a female quota for the supervisory board. This decision is intended to create the greatest possible fl exibility for constituting the board on the basis of qualifi cation.
The management board also established a target for constituting the two management levels beneath the management board. In light of the Company's corporate purpose, the size of the Company and the composition of its staff as well as the international business activities of WashTec, the management board is seeking with respect to the composition of the management levels beneath it that the fi rst management level should have a female quota of at least 5.26% and that the second management level should have a female quota of at least 9.52%. Taking into account the specifi c circumstances and conditions at WashTec, the management board believes this quota (percentage) is reasonable because it will provide fl exibility in terms of fi lling these positions on the basis of qualifi cation.
8.2 Compliance
Compliance-Organization is constantly refi ned
Providing comprehensive and timely information to shareholders and stakeholders is a high priority for WashTec. WashTec reports on its business situation and its results of operation through fi nancial reporting and by holding press conferences on its fi nancial statements as well as through conference calls. WashTec also publishes press releases and ad-hoc disclosures. All notices and disclosures, the articles of association of WashTec AG, all of its Declarations of Conformity, its corporate governance report (as a part of the Annual Report) and further documents concerning corporate governance (e.g., the WashTec Code of Ethics) are available for download from the Investor Relations section of the Company's website, www.washtec.de.
WashTec has established a compliance organization, which is intended to ensure that all of the legal and regulatory requirements are observed. The compliance organization is therefore continuously refi ned and improved. The management board and supervisory board regard the compliance organization as a major element of the structure of management and control at WashTec. The detailed report on internal compliance within the Group is thus a regular part of the meetings of the supervisory board. Moreover, a detailed compliance report is prepared each year.
The strategic guidelines and the WashTec Code of Ethics form the basis of the Company's compliance program. The Code of Ethics contains binding rules on legally compliant conduct as well as precise directions dealing with such matters as compliance with competition law and anti-corruption law, handling donations, avoiding confl icts of interests, complying with the prohibition on insider trading, and protecting the Company's assets. The Code of Ethics is binding on all employees of the WashTec Group throughout the world, as well as the members of the management board. The members of the supervisory board observe these rules to the extent they are applicable to them. All of the executives and offi cers [Führungskräfte] throughout the Group have acknowledged the Code of Ethics by their signature. This acknowledgement of the Code of Ethics is renewed regularly.
The insiders list mandated under § 15b WpHG is maintained and updated on a regular basis. The individuals recorded in the insiders list are informed of their resulting duties.
The shareholdings of management and supervisory board members are published both in the Company's Annual Report and in the Investor Relations section of the Company's website at www.washtec.de, provided that the requirements of sec. 6.3 of the Code have been met.
The text below shows the wording of the declaration of conformity, which is required under § 161 of the German Stock Corporation Act (AktG), as such wording was adopted by the management board and supervisory board on December 15, 2015 and published in the Investor Relations section of the Company's website at www.washtec.de.
»WashTec AG, Augsburg Declaration of Conformity under § 161 AktG
The management board and supervisory board declare that WashTec AG has complied with the recommendations in the German Corporate Governance Code of the »Government Commission of the German Corporate Governance Code« (version dated May 5, 2015) from the date on which these bodies issued their last Declaration of Conformity on December 11, 2014 and that they will comply therewith in the future. No exceptions herefrom have applied and will apply.
Augsburg, December 15, 2015
WashTec AG
Management Board and Supervisory Board«
Additional information about corporate governance can be found in the WashTec AG annual reports under the corporate governance report or the declaration of corporate management and on the Internet at www.washtec.de. Disclosures about corporate governance, which are no longer current, will remain accessible on the website for a period of at least fi ve years.
8.3 Remuneration report
Remuneration of the management board
The supervisory board shall determine and regularly review the remuneration and remuneration system of the WashTec AG management board. In conformity with the Code, the remuneration system is, as a whole, structured in such a way as to take account of the duties of the respective management board member, his or her personal performance, and the performance of the management board as a whole, as well as the Company's economic situation, success and prospects for the future as well as the conventionality of the remuneration when comparing it with peer groups and the remuneration structure which other-
wise prevails in the Company. In this regard, the supervisory board takes into account, even over time, the management board remuneration relative to the compensation of senior management and of the staff members as whole.
The remuneration of the members of the management board comports with the statutory requirements of the German Stock Corporation Act and with the recommendations and sugges tions contained in the Code. The remuneration system was last discussed by the supervisory board at its meeting of December 15, 2015 and adopted by resolution, including the major ele ments of remuneration (sec. 4.2.2 para. 1 of the Code). The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fi xed and variable components, and in general, is directly tied to the sus tained development of the Company. All of the components of remuneration are structured in such a way that each of them is reasonable both by itself and in the aggregate, and that they do not encourage the taking of unreasonable risks.
Fixed salary
The four acting members of the management board were paid a fi xed non-performance related salary totaling € 1,013,678 (prior year: [two acting members of the management board]: € 611,955) for the year 2015. The fi xed remuneration also in cludes benefi ts in-kind consisting, in particular, of the provision of company cars and insurance coverage. The fi xed elements of remuneration ensure that the management board members re-
ceive basic compensation permitting them, as they go about discharging their duties, to act both in accordance with the well-understood best interests of the Company and with the due diligence of a prudent business person [ordentliche Kaufmann], without becoming dependent on purely short-term objectives for success.
Short-term variable remuneration – performance related components
The existing management board contracts provide for a management board remuneration that fully accords with the recommendations of the Code. The variable remuneration components here include short-term components linked to the achievement of various targets to be determined by the supervisory board. They should create an incentive for the management board to promote WashTec AG's business success. The short-term, variable annual remuneration tracks the strategic, operational and fi nancial targets that are set each year by the supervisory board.
Components providing long-term incentive
The current management board contracts provide for management board remuneration that fully satisfi es the recommendations of the Code. The long-term variable remuneration is based on a strategic, fi nancial and operational targets that are independently set by the supervisory board and have a multiyear assessment foundation. The remuneration is divided into two components that are based on identical objectives and chronological parameters. In this respect, the long-term components (a), the amount of which will double the respective short-term variable remuneration to the extent that the respective management board member invests the relevant amount in shares of the Company (b). The incentive phase runs from January 1, 2015 through December 31, 2017. Payments due at the of the incentive phase are dependent on the achievement of the agreed targets and the share price at the respective date.
Ms. Kalb will receive long-term variable remuneration for fi scal years 2015 and 2016, if the service agreement with her is not renewed.
By setting challenging targets, management board members were and are being granted a variable component of remuneration that takes into account both favorable and unfavorable developments (sec. 4.2.3, para. 2 of the Code). Under the Long Term Incentive Program (LTIP), the ROCE and Total Shareholder Return were established as target benchmarks.
A detailed breakdown of the management board remuneration can be found in the table set forth under note 37 (pp. 128 et seq.)
Benefi ts following termination of employment
The current management board contracts provide for compensation equal to 50% of the prorated monthly portion of the annual salary as consideration for the enforcement of a contractually-prescribed, non-compete covenant after the employment or service relationship ends.
The current management board contracts contain a provision, pursuant to which if there is an early termination of the management board activity and such termination was not triggered by good cause justifying termination of the management board contract, then severance payments are agreed but should be limited to a maximum of two years' worth of compensation including reimbursables (severance cap).
Miscellaneous
The members of the management board do not receive any loans or other indemnities from the Company.
Supervisory board remuneration
The remuneration of the supervisory board is specifi ed in sec. 8.16 of the articles of association of WashTec AG. It comprises fi xed and variable remuneration components. Pursuant to the shareholder resolution dated May 13, 2015, the supervisory board remuneration was reconfi gured starting in fi scal year 2015. The basic fi xed remuneration for an ordinary member of the supervisory board is € 35,000 for a full fi scal year of membership on the supervisory board. The deputy chairman receives fi xed remuneration of € 70,000 for each full fi scal year, and the chairman receives € 100,000 for each full fi scal year of his membership on the supervisory board. In addition, every supervisory board member will receive a fee of € 1,500 for each meeting of the supervisory board and its committees that they attend. Every supervisory board member will also receive € 500 for each cent by which the consolidated earnings per share (as determined in accordance with IFRS) exceeds the comparable amount of the prior fi scal year.
Each member of a committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 2,500. The chairman of the committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 5,000. Each member of the audit committee will receive an additional fi xed remuneration of € 5,000, and the chairman will receive remuneration of € 10,000.
The fi xed and performance-based total remuneration as well as the meeting attendance fee are limited a maximum total of € 75,000 for each regular supervisory board member, while the remuneration for the chairman of the audit committee will be
limited to a maximum total of € 100,000. The remuneration for the deputy chairman of the supervisory board will be limited to a maximum total of € 150,000, and the remuneration for the chairman of the supervisory board will be limited to a maximum total of € 200,000.
Any supervisory board members, who were on the supervisory board for only part of the fi scal year, will be paid a proportionately lower fi xed and performance-based remuneration.
The Company has not paid any remuneration or granted any benefi ts to the members of the supervisory board during the 2015 fi scal year for services rendered personally by them (sec. 5.4.6 of the Code).
Pursuant to § 8.16 of the articles of association, the annual general meeting of the shareholders also approved a Long Term Incentive Program (LTIP) for the supervisory board, which provided for a personal investment in WashTec shares on or before June 30, 2015 as a precondition for participating in the program (Chairman maximum 25,000 shares, all others maximum 5,000 shares). The stipulated target benchmarks were an EBIT target, an ROCE target and EPS target. The basis for fulfi lment are the key performance indicators for fi scal year 2014. Depending on whether one, several or all of the targets are fulfi lled, a diff erent multiplier will be used for calculating the bonus payment which results from the sum of the reference rate, number of shares and multiplier. The bonus payment is due and payable in fi scal year 2019. The right to that payment will exist only if, at that point in date, the supervisory board member is still on the supervisory board and still holds shares in the Company. The supervisory board members, Dr. Blaschke, Mr. Bellgardt, Dr. Hein, Mr. Lacher and Dr. Liebler are participating in the LTIP with the maximum number of shares.
| 201 5 in € k, d iff e ssi ble du und ing -off e to ren ces po ro |
Fix ed |
Va riab le |
Me etin g nda fee atte nce |
Tot al |
¹) Ca p |
Pay out t am oun |
Mu lti-y riab le ear va ion (lo sat ter com pen ng- m s²) ent com pon |
|---|---|---|---|---|---|---|---|
| Gü Dr. r B lasc hke nte |
100 | 87 | 47 .5 |
234 .5 |
200 | 200 | 485 |
| Ulr ich Be llga rdt |
70 | 43 .5 |
31 | 144 .5 |
150 | 144 .5 |
97 |
| Jen s G roß e-A ller ma nn |
35 | 43 .5 |
22 | 100 .5 |
75 | 75 | 97 |
| Sö in Dr. He ren |
35 | 43 .5 |
20 | 98 .5 |
75 | 75 | 97 |
| Rol and La che r |
35 | 43 .5 |
13 | 91 .5 |
75 | 75 | 97 |
| Dr. Ha Lie ble ns r |
35 | 43 .5 |
26 | 104 .5 |
100 | 100 | 97 |
| Tot al |
310 | 304 .5 |
159 .5 |
774 | 675 | 669 .5 |
970 |
1) Payments limited by cap (according to membership/function)
2) Fair value of the LTIP at the time of granting
| 201 4 |
Fix ed |
Va riab le |
Me etin g |
Tot al |
5) Ca p |
Pay out |
Mu lti-y riab le ear va |
|---|---|---|---|---|---|---|---|
| in € k, d iff e ssib le d din ff to r ren ces po ue oun g-o |
nda fee atte nce |
t am oun |
ion (lo sat ter com pen ng- m |
||||
| s6) ent com pon |
|||||||
| Dr. Gü r B lasc hke 1) nte |
29 | 6 | 39 | 74 | 58 | 58 | 0 |
| 2) Ulr ich Be llga rdt |
13 | 3 | 18 | 34 | 29 | 29 | 0 |
| Jen s G roß e-A ller ma nn |
30 | 6 | 17 | 52 | 50 | 50 | 0 |
| Dr. Sö He in ren |
23 | 6 | 18 | 46 | 50 | 46 | 0 |
| Rol and La che r |
23 | 6 | 20 | 48 | 50 | 48 | 0 |
| Dr. Ha Lie ble ns r |
33 | 6 | 17 | 55 | 75 | 55 | 0 |
| Mic hae l B h3) usc |
22 | 5 | 15 | 41 | 42 | 41 | 0 |
| ni4) Ma ssi Pe dra zzi mo |
10 | 2 | 5 | 16 | 21 | 16 | 0 |
| Tot al |
183 | 40 | 149 | 366 | 375 | 343 | 0 |
1) Chairman as of June 4, 2014
2) Deputy Chairman as of June 4, 2014
3) Chairman through June 4, 2014
4) Deputy Chairman through June 4, 2014
5) Limitation of the payout through the Cap (according to membership/position)
6) Fair value of the LTIP at the time of granting
Augsburg, March 23, 2016
Dr. Volker Zimmermann Karoline Kalb Rainer Springs Stephan Weber
Management Board Chairman Management Board Member Management Board Member Management Board Member
Consolidated Financial Statements of WashTec
| i Co l da d Inc St te ate nt ns o om e me . . . . . . . . |
9 2 . . |
|---|---|
| St Co ive f he Inc ate nt me o mp re ns om e . . . . . |
9 3 |
| Co l i da d Ba lan S he te et ns o ce . . . . . . . . . . . . |
9 4 . . |
| i Co l da d Ca h F low St te ate nt ns o s me . . . . . . |
9 6 . . |
| St f C ha ate nt me o ng es |
|
| in Co i ity l da d Eq te ns o u . . . . . . . . . . . . . . . . |
9 7 . . |
| i No he Co l da d tes to t te ns o |
|
| ina ia F l St ate nts nc me . . . . . . . . . . . . . . . . |
9 8 . . |
| i i ity St Re b l ate nt sp on s me . . . . . . . . . . . . . . |
1 3 5 |
Consolidated Income Statement
See notes for furtherexplanations to the Consolidated Income Statement.
The consolidated notes are an integral component of the consolidated fi nancial statements.
| in € | Jan 1 t o |
Jan 1 t o |
|---|---|---|
| No te |
De c 3 1, 2 015 |
De c 3 1, 2 014 |
| Rev 7 en ue |
34 0,8 61, 52 5 |
302 646 ,85 1 , |
| Oth tin inc 8 er op era g om e |
4,4 31, 48 4 |
4,1 87, 847 |
| Ca ita lize d d lop nt ts p eve me cos |
44 7,2 72 |
42 6,4 28 |
| Ch e in in tor ang ven y |
3,0 22 ,80 4 |
135 ,97 2 |
| To tal |
63 34 8,7 ,08 5 |
307 ,39 7,0 98 |
| Co f m ria ls st o ate |
||
| Co f ra ria ls, ab les d s lies d o f p has ed ial st o ate ter w m con sum an up p an urc ma |
111 ,28 9,4 30 |
96, 41 0,7 87 |
| Co f p has ed vic st o urc ser es |
27, 49 8,7 03 |
23, 772 ,14 9 |
| 138 ,78 8,1 33 |
120 ,18 2,9 36 |
|
| Pe el e 9 rso nn xp en ses |
63 113 ,24 1, 1 |
111 ,10 5,1 27 |
| Am iza tio n, d ati and im irm of ible d i ible ort ent ta nta set ep rec on pa ng an ng as s |
9, 64 9,2 15 |
10, 253 ,03 9 |
| Oth tin 10 er op era g e xp ens es |
49, 671 ,58 0 |
46, 602 ,52 0 |
| Oth tax er es |
962 ,5 64 |
89 1,5 83 |
| tin To tal op era g e xp en ses |
312 ,31 3,1 23 |
289 ,03 5,2 05 |
| EB IT |
36 62 ,44 9,9 |
36 18, 1,8 93 |
| Fin ial inc anc om e |
550 ,79 8 |
,05 455 7 |
| Fin ial anc ens es |
1,0 52, 664 |
25, 066 1,1 |
| exp Fin cia l re sul 11 t an |
– 5 01, 866 |
– 6 70, 009 |
| EB T |
35, 948 ,09 6 |
17, 691 ,88 4 |
| Inc 12 e t om axe s |
– 1 1,3 92, 373 |
619 – 4 ,97 1, |
| Co lida ted t in nso ne com e |
24, ,72 3 555 |
12, 720 ,2 65 |
| ig din We hte d a be f o har uts tan ve rag e n um r o g s es |
13, 766 ,27 8 |
13, 932 ,31 2 |
| rni sic dil Ea sha (ba d) 13 ute ng s p er re = |
1.7 8 |
0.9 1 |
Statement of Comprehensive Income
See notes for furtherexplanations to the Statement of Comprehensive Income.
The consolidated notes are an integral component of the consolidated fi nancial statements.
| in € k |
Jan 1 t o De c 3 1, 2 015 |
Jan 1 t o De c 3 1, 2 014 |
|---|---|---|
| Co lida t in ted nso ne com e |
6 24 ,55 |
12, 72 0 |
| ria ins s fr fi n efi t liga tio sim ilar liga tio Ac l ga /lo de ed ben ob and ob tua sse om ns ns |
– 3 9 |
65 –1, 1 |
| fer De red ta xes |
6 | 40 5 |
| wi sifi fi t Ite th ll n be las ed los at ot to ms rec pro or s |
– 33 | 246 –1, |
| Ch in t fai of fi n ial ins for ing niz ity he lue ed he dg ed und tru nts ang es r va anc me us pu rpo ses re cog er equ |
0 | 0 |
| jus ite m f ati of f ign bsi dia rie Ad the nsl tm ent tra or cu rre ncy on ore su s |
1,3 30 |
630 |
| diff inv in sid iar ies Exc han sub et est nts ge ere nce s o n n me |
– 6 37 |
–8 1 |
| fer De red ta xes |
– 1 17 |
–14 |
| ifi e rofi Ite th be sub ntl ecl d t r lo at t o ms ma seq ue y r ass o p ss y |
576 | 535 |
| Ot nsi inc he he r c om pre ve om e |
543 | –71 1 |
| siv e i To tal reh co mp en nco me |
25, 099 |
12, 009 |
Consolidated Balance Sheet – Assets
See notes for furtherexplanations to the Consolidated Balance Sheet.
The consolidated notes are an integral component of the consolidated fi nancial statements.
| in € | No te |
De c 3 1, 2 015 |
De c 3 1, 2 014 |
|---|---|---|---|
| No t a ts n-c urr en sse |
|||
| uip Pro lan nd ty, t a nt per p eq me |
15 | 686 31, ,04 3 |
68 697 32, 9, |
| Go ill odw |
15 | 42, 312 ,25 1 |
86 42 ,31 2,2 |
| ible Int set ang as s |
15 | 5,3 15, 40 0 |
6,1 695 93, |
| eiv Tra de ab les rec |
19 | 2,0 00, 980 |
63, 1,3 49 2 |
| cei Tax vab les re |
18 | 49, 939 |
67 90 ,3 |
| Oth ets er ass |
20 | 138 ,57 3 |
42 2,4 21 |
| fer De red ta ts x a sse |
16 | 4,2 47, 587 |
4,0 75, 514 |
| To tal ent set no n-c urr as s |
85, 750 ,77 3 |
87, 147 ,47 2 |
|
| Cu nt ets rre ass |
|||
| ori Inv ent es |
17 | 39, 882 ,47 1 |
35 ,43 7,2 07 |
| eiv Tra de ab les rec |
19 | 45, 770 ,02 8 |
41, 712 ,07 0 |
| cei Tax vab les re |
18 | 64, 7,4 788 |
2,9 55 ,79 3 |
| Oth ets er ass |
20 | 3,3 80, 592 |
2,8 95, 57 3 |
| Ca uiv sh and sh ale nts ca eq |
21 | 106 7,7 81, |
674 15, ,18 9 |
| To tal nt ets cu rre ass |
104 ,27 8,9 85 |
674 98 ,83 2 , |
|
| To tal set as s |
190 ,02 9,7 58 |
185 ,82 2,3 04 |
Consolidated Balance Sheet – Equity and Liabilities
See notes for furtherexplanations to the Consolidated Balance Sheet.
The consolidated notes are an integral component of the consolidated fi nancial statements.
| in € | No te |
De c 3 1, 2 015 |
De c 3 1, 2 014 |
|---|---|---|---|
| uit Eq y |
|||
| Su rib ita bsc ed l cap |
22 | 40 ,00 0,0 00 |
40 ,00 0,0 00 |
| Con ting ital ent ca p |
22 | 8,0 00, 00 0 |
8,0 00, 00 0 |
| Ca ita l re p ser ves |
23 | 36 63, ,4 44 1 |
36 63, ,4 44 1 |
| Tre sha asu ry res |
24 | 6,7 –13 ,17 88 |
067 –4 17, |
| Oth ati eff and nsl tra ect er res erv es cu rre ncy on s |
25 | 86 –2, 2,4 47 |
–3, 40 5,4 42 |
| fi t rie d f Pro ard car orw |
–4 ,71 1,8 29 |
56 5,5 ,22 0 |
|
| Co lida t in e (f rio ted the d) nso ne com or pe |
24, 55 5,7 23 |
65 12, 72 0,2 |
|
| 68 80 ,2 ,10 0 |
90 ,91 7,4 17 |
||
| lia bil itie No ent n-c urr s |
|||
| Fin asi liab ilit ies e le anc ng |
29 | 2,8 27, 417 |
61, 876 3,7 |
| vis ion s fo ion Pro r p ens s |
26 | 9,7 39, 511 |
416 9,8 93, |
| Oth ovi sio ent er no n-c urr pr ns |
27 | 3,5 24, 25 0 |
46 3,4 70, 8 |
| Oth lia bili tie ent er no n-c urr s |
30 | 46 65 1,3 ,0 |
2,0 32 ,93 3 |
| fer in De red com e |
31 | 1,1 75, 03 8 |
62 95 7, 7 |
| x li abi litie De fer red ta s |
16 | 3,7 51, 367 |
2,8 78, 57 9 |
| lia bil itie To tal ent no n-c urr s |
363 648 22, , |
22 ,99 4,8 99 |
|
| Cu liab ilit ies nt rre |
|||
| rin Int bea loa st- ere g ns |
28 | 5,2 69, 04 0 |
25 2,1 30 |
| Fin asi liab ilit ies e le anc ng |
29 | 1,5 53 671 , |
1,9 02, 614 |
| Pre de nts pay me on or rs |
30 | 6,7 97, 767 |
4, 60 7,9 20 |
| Tra de ab les pay |
30 | 7,5 42 ,18 7 |
5,9 49, 82 8 |
| Tax and lev ies es |
30 | 4,7 44 ,57 5 |
5,7 71, 85 8 |
| Lia bili tie s fo cia l se ity r so cur |
30 | 1,1 77, 97 7 |
95 0,9 26 |
| Tax ovi sio pr ns |
8,3 37, 697 |
2,7 91, 40 2 |
|
| Oth t li abi litie er cur ren s |
30 | 31, 199 ,34 2 |
27, 54 5,4 18 |
| Oth isio t p er cur ren rov ns |
27 | 12, 953 ,85 0 |
14, 85 6,7 10 |
| De fer red in com e |
31 | 7,8 21, 90 4 |
7,2 81, 182 |
| liab ilit ies To tal nt cu rre |
87, 39 8,0 10 |
71, 90 9,9 88 |
|
| uit liab ilit ies To tal nd eq y a |
190 ,02 9,7 58 |
185 ,82 2,3 04 |
Consolidated Cash Flow Statement
See notes for furtherexplanations to the Consolidated Cash FlowStatement.
The consolidated notes are an integral component of the consolidated fi nancial statements.
| in € k No te |
20 15 |
20 14 |
|---|---|---|
| EB T |
35, 948 |
692 17, |
| Adj ile EB T to sh f l o fro atin ctiv itie ust nts to t ca me rec onc ne ws m o per g a s: |
||
| Am iza tio n, d iat ion d i air of ort nt ent set ep rec an mp me no n-c urr as s |
9,6 49 |
10, 253 |
| Ga in/ los s fr di sal f n nt ets om spo s o on -cu rre ass |
– 6 0 |
34 |
| Oth ins /lo er ga sse s |
839 | 1,2 87 |
| Fin ial inc anc om e |
– 5 51 |
–45 5 |
| Fin ial anc exp ens es |
1,0 53 |
1,1 25 |
| Mo s in ovi sio ent vem pr ns |
– 2 ,03 7 |
1,4 11 |
| Ch in n ork ing ital et w ang es ca p : |
||
| Inc se/ dec in t rad iva ble rea rea se e r ece s |
– 4 ,75 8 |
–1, 525 |
| Inc se/ dec in i rie nto rea rea se nve s |
– 3 ,60 7 |
–77 |
| Inc se/ dec in t rad ble rea rea se e p aya s |
1,5 73 |
–2, 958 |
| Ch in o ing ita the ork l et w ang es r n ca p |
4,5 83 |
8,1 61 |
| id Inc e t om ax pa |
– 9 ,70 5 |
746 –5, |
| fl o fro ing tiv itie Ne ash t c rat ws m o pe ac s |
32, 927 |
29, 202 |
| of uip (wi ut fi sin Pu rch lan nd tho lea ) ert t a nt ase pr op y, p eq me na nce g |
– 7 ,22 4 |
–4, 314 |
| Pro ds fro ale of lan nd uip ert t a nt cee m s pr op y, p eq me |
509 | 244 |
| Ne ash fl o fro inv ing tiv itie t c est ws m ac s |
– 6, 715 |
070 –4, |
| Div ide nd out pay |
– 2 2,9 88 |
–8, 917 |
| Sh bu bac k are y- |
60 – 1 2,7 |
0 |
| Int ive d st r ere ece |
69 | 79 |
| Int aid st p ere |
– 9 78 |
–1, 012 |
| Re of lia bili tie s fr fi n e le nt ent pay me no n-c urr om anc ase s |
,94 9 – 1 |
–2, 068 |
| in fi nci ivit ies Ne ash fl o ed t c act ws us na ng |
– 3 8,6 06 |
–11 ,91 8 |
| t in in uiv Ne /de sh d c ash ale nts cre ase cre ase ca an eq |
– 12 ,39 5 |
13, 214 |
| rei iff e Ne t fo cha e d gn ex ng ren ce |
– 5 15 |
–53 5 |
| Ca uiv sh d c ash ale Ja 1 nts at an eq nu ary |
15, 422 |
2,7 43 |
| Ca uiv sh d c ash ale De be r 3 1 21 nts at an eq cem |
2,5 12 |
15, 422 |
| Co osi tio f c uiv fo fl o ash d c ash ale ash nts mp n o an eq r c w pu rpo ses : |
||
| Ca sh d c ash uiv ale nts an eq |
7,7 81 |
674 15, |
| Int bea rin loa st- ere g ns |
269 – 5, |
–25 2 |
| Ca sh d c ash uiv ale De be r 3 1 nts at an eq cem |
2,5 12 |
422 15, |
Statement of Changes in Consolidated Equity
See notes for furtherexplanations to the Statement of Changes in Consolidated Equity.
The consolidated notes are an integral component of the consolidated fi nancial statements.
| in € k |
Nu mb er of sha res (in its) un |
Su rib bsc ed ita Ca l p |
Ca ita l p res erv e |
Tre asu ry sha res |
Oth er res erv es |
Cu rre ncy ati nsl tra on eff ect s |
fi t Pro rie d car for rd wa |
To tal |
|---|---|---|---|---|---|---|---|---|
| As of Ja 1, 20 14 nu ary |
13 ,93 2,3 12 |
40, 000 |
36, 464 |
– 4 17 |
– 2 ,87 6 |
182 | 14, 474 |
87, 825 |
| Inc nd niz ed om e a exp ens es rec og dir in e ity ly ect qu |
– 1 ,73 2 |
63 0 |
– 1 ,10 2 |
|||||
| Tax cti niz ed tra es on nsa ons re cog dir in e ity ly ect qu |
39 1 |
39 1 |
||||||
| Div ide nd |
– 8 ,91 7 |
– 8 ,91 7 |
||||||
| Co lida t in e fo eri ted r th od nso ne com e p |
12, 720 |
12, 720 |
||||||
| As of De ber 31 , 20 14 cem |
13 ,93 2,3 12 |
40, 000 |
36, 464 |
– 4 17 |
,21 – 4 7 |
812 | 18, 277 |
90, 917 |
| As of Ja 20 1, 15 nu ary |
13 ,93 2,3 12 |
40, 000 |
36, 464 |
– 4 17 |
,21 – 4 7 |
81 2 |
18, 277 |
90, 917 |
| niz Inc nd ed om e a exp ens es rec og dir ly in e ity ect qu |
– 6 77 |
1,3 30 |
653 | |||||
| ctio niz Tax ed tra es on nsa ns rec og dir ly in e ity ect qu |
– 1 10 |
– 1 10 |
||||||
| isit ion of Ac har qu ow n s es |
– 5 49, 988 |
60 – 1 2,7 |
60 – 1 2,7 |
|||||
| Div ide nd |
– 2 2,9 88 |
– 2 2,9 88 |
||||||
| Co lida t in e fo eri ted r th od nso ne com e p |
556 24, |
556 24, |
||||||
| of As De ber 31 , 20 15 cem |
13 ,38 2,3 24 |
40, 000 |
36, 464 |
– 1 3,1 77 |
– 5 ,00 4 |
2,1 42 |
19, 845 |
268 80, |
Notes to the Consolidated Financial Statements of WashTec AG (IFRS) for Fiscal Year 2015
General
- General information on the Group
The consolidated fi nancial statements of the WashTec Group for the fi scal year from January 1 through December 31, 2015 were prepared on March 23, 2016 and made available to the supervisory board for review. They are expected to be approved at the supervisory board meeting on March 23, 2016 and thereafter released for publication by the management board. The consolidated fi nancial statements and Group management report may be accessed through the Bundesanzeiger [German Federal Gazette] and the company register and may be downloaded from our website, www.washtec.de.
The ultimate parent company of the WashTec Group is WashTec AG, which is entered in the commercial register in Augsburg under registration no. HRB 81.
The Company's registered offi ce is located at Argonstrasse 7, 86153 Augsburg, Germany.
The Company's shares are in free fl oat and are publicly traded.
The purpose of the WashTec Group comprises the development, manufacture, sale and servicing of car wash products, as well as leasing, and all services and fi nancing solutions, which are related thereto and are required in order to operate car wash equipment.
2. Accounting principles underlying the consolidated fi nancial statements
The consolidated fi nancial statements of WashTec AG have been prepared in accordance with the International Financial Reporting Standards (IFRSs) of the International Accounting Standards Board (IASB) in force as of the balance sheet date and with the applicable interpretations (IFRIC). They comply with the accounting standards applicable in the European Union for fi scal year 2015 and are also supplemented by additional information required by section (§) 315a HGB [»Handelsgesetzbuch« or German Commercial Code] and the Group management report.
The requirements under § 315a HGB for exempting the Company from having to prepare consolidated fi nancial statements in accordance with German commercial law have been met.
The consolidated fi nancial statements are generally prepared on a historical cost basis, except with respect to derivative fi nancial instruments, which are measured at fair value. The consolidated fi nancial statements are presented in euro and, unless otherwise indicated, all fi gures are rounded to the nearest thousand (€k); this process could produce rounding diff erences.
3. Basis of consolidation
The consolidated fi nancial statements include the fi nancial statements of WashTec AG and its subsidiaries as of December 31 of each fi scal year. The fi nancial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies.
Subsidiaries are fully consolidated as of the date of acquisition; i.e. from the date on which the Group acquires control. Control will be deemed to exist from the date on which WashTec AG has the direct or indirect possibility of determining the business and fi nancial policy of the entity in which the investment was made, of participating in the variable yields paid out by such entity and of infl uencing the return. Subsidiaries will no longer be consolidated once the parent company no longer has the control.
All intra-group balances, transactions, income, expenses as well as unrealized gains and losses resulting from intra-group transactions are eliminated in full.
In addition to the parent company, the consolidated fi nancial statements of WashTec AG also contain the following group entities as of December 31, 2015:
| ida titi Con sol ted en es |
Sha re |
din Hol g |
ines Bus s |
ity Equ |
Pro fi t/l oss |
|---|---|---|---|---|---|
| in c apit al |
com pan y |
acti vity |
at D ec 3 1, |
for 201 5 |
|
| in % | 201 5 in € k |
in € k |
|||
| Ge ntit ies rma n e |
|||||
| Wa shT Cle ani Tec hno log y G mb H, A bur 1) ec ng ugs g |
100 | A | I | 29, 846 |
0 |
| Wa shT Ho ldin g G mb H, A bur ec ugs g |
100 | B | II | 72, 991 |
22, 278 |
| Wa shT Car sh Ma Gm bH, Au gsb 2) ent ec wa nag em urg |
100 | B | III | 51 | 0 |
| Wa shT Fin ial Ser vic es G mb H, A bur 1) ec anc ugs g |
100 | A | IV | 62 | 0 |
| AU WA -Ch ie G mb H, A bur 2) em ugs g |
100 | B | V | 537 | 0 |
| For eig ntit ies n e |
|||||
| Wa shT Fra S.A .S., St. Jea n d e B e, F ec nce ray ran ce |
100 | C | VI | 1,8 14 |
751 |
| Ma rk V II E qui Inc ., A da, US A ent pm rva |
100 | C | I | 9,3 58 |
1,2 06 |
| Wa shT S.r. l., C le, Ital ec asa y |
100 | C | VI | 49 1,7 |
– 47 |
| Wa shT UK Ltd ., G t D , U nite d K ing dom ec rea unm ow |
100 | C | VI | 2,9 74 |
250 |
| Cal ifor nia Kle ind ien st L imi ted , W oki ngh , U nite d K ing am dom 5) |
100 | A | 0 | 0 | |
| Wa shT ec A /S, Hed ehu e, D ark 4) sen enm |
100 | C | VI | 2,6 62 |
926 |
| Wa shT Cle ani Tec hno log y G mb H, V ien Aus tria ec ng na, |
100 | C | VI | 1,2 62 |
68 |
| Spa in S drid , Sp ain Wa shT .A., Ma ec |
100 | C | VI | 518 | 8 |
| Wa shT Car Cle ani Equ ipm (S han gha i) C o. L td., ent ec ng Sha ai, Chi ngh na |
100 | C | VII | 702 | –19 7 |
| Wa shT Cle ani Tec hno log ., N Cze ch ec ng y s .r.o yra ny, ic Rep ubl |
100 | D | VII I |
2,3 57 |
302 |
| WT MV II C lea nin g T ech nol ogi es C da Inc ., G rim sby ana , a 6) Ont ario , Ca nad |
100 | E | VI | – 5, 750 |
157 |
| Wa shT ec A rali a P ty L td., Sy dne y, A rali ust ust a |
100 | C | VI | 1,4 89 |
644 |
| ña Wa shT Cle ani Tec hno log y E S.A ., B ilba ec ng spa o, Spa in 5 ) |
100 | C | 1 | 0 | |
| Wa shT Ben elu x B .V., Zoe The Ne the rlan ds 3 ) ter ec me er, |
100 | C | VI | 3,4 75 |
447 |
| Wa shT No rdic s A B, B olle byg d, S den ec we |
100 | C | VI | 635 | 497 |
| Wa shT Pol ska Sp Wa Pol and ec . z o .o., rsa w, |
100 | D | VI | – 10 | 14 |
| 1) P rofi t /loss tion by W ashT ec H oldin g Gm bH ass ump |
D) 9 0% of th |
e sh is he ld by are |
Wa shTe c Cle |
anin g Te chno logy |
Gm bH, |
2) Profi t/loss assumption by WashTec AG
3) Subgroup with Benelux Carwash Management B.V., Zoetermeer, NL, WashTec Benelux Administratie B.V., Zoetermeer, NL und WashTec Benelux N.V., Brussels, Belgium, whose results are reported in WashTec Benelux B.V., Zoetermeer, NL
4) Including permanent establishments in Norway
5) Company is currently inactive
6) Indirect ownership interest through Mark VII Equipment Inc., Arvada, USA A) WashTec Holding GmbH B) WashTec AG
C) WashTec Cleaning Technology GmbH
10% is held by WashTec Holding GmbH
E) Mark VII Equipment Inc., Arvada, USA
I) Production-, Sales-, and Service-Entity II) Holding Company
III) Rent of Car wash
- IV) Acquisition and arrangement of Leasing contracts and fi nancing
- V) Development, production and sale of chemical products
- VI) Sales- und Service-Entity
- VII) Production-Entity
- VIII) Subcontracting
4. Eff ects of the new accounting standards
In fi scal year 2015, the Group applied the following new and revised IFRS Standards and Interpretations.
| Sta nda rd/ Inte tati rpre on |
Titl e |
Ma nda tory lica tion app |
End nt ors eme by t he E U |
Mat eria l eff ects on W ash Tec |
|---|---|---|---|---|
| S IFR |
RSs An l Im IF ent s to nua pro vem (20 11– 201 3 c ycl e) |
Jan 1, 201 5 |
De c 1 8, 2 014 |
non e |
Moreover, the IASB and the IFRS Interpretations Committee have enacted additional Standards, Interpretations and Amendments listed below, but these did not yet have to be applied in fi scal year 2015 or have not yet been endorsed by the European Union.
As of December 31, 2015, the WashTec Group had not adopted or applied these Standards earlier than required. The fi rst-time adoption of the Standards is planned for the date on which they are recognized and endorsed by the EU.
| Sta nda rd/ tati Inte rpre on |
Titl e |
Ma nda tory lica tion app |
End nt ors eme by t he E U |
Mat eria l eff ects on W ash Tec |
|---|---|---|---|---|
| IAS 1 |
AS atio f Am end to I 1 P nts ent me res n o Fin ial Sta Dis clo e In itia tive tem ent anc s – sur |
6 Jan 1, 201 |
De c 1 8, 2 015 |
non e |
| IAS 7 |
Am end to I AS 7 S f Ca sh nts tate nt o me me Flo – D iscl re I niti ativ ws osu e |
Jan 1, 201 |
7 e d in Q4 cte xpe 201 6 |
non e |
| IAS 12 |
Am end to I AS 12 Inc e T nts me om axe s – Rec itio f D efe rred Ta x A ts f ogn n o sse or lise Un d L rea oss es |
Jan 1, 201 |
7 e d in Q4 cte xpe 201 6 |
non e |
| IAS 16 d an IAS 38 |
Am end to I AS 16 Pro Pla nd nts ty, nt a me per Equ ipm d IA S 3 8 In gib le A ent tan ts – an sse Cla rifi c atio f Ac tab le M eth ods of n o cep Dep iati and Am izat ion ort rec on |
Jan 1, 201 6 |
De c 2 , 20 15 |
non e |
| IAS 16 d an IAS 41 |
Am end to I AS 16 Pro Pla nd nts ty, nt a me per Equ ipm d IA S 4 1 A gric ultu Be ent an re – are r Pla nts |
Jan 1, 201 6 |
No v 2 3, 2 015 |
non e |
| IAS 19 |
AS nefi Am end to I 19 Em plo Be nts ts me yee – Em plo Co ibu tion ntr yee s |
Feb 1, 201 5 |
De c 1 7, 2 014 |
non e |
| IAS 27 |
Am end to I AS 27 Sep te F ina nci al nts me ara Sta Equ ity Me tho d in Se tem ent ate s – par Fin ial Sta tem ent anc s |
Jan 1, 201 6 |
De c 1 8, 2 015 |
non e |
| S 9 IFR |
Fin ial Inst ent anc rum s |
Jan 1, 201 8 |
in H ed 1 ect exp 201 6 |
tly cur ren iew ed rev |
| IFR S 1 0 a nd IAS 28 |
Am end to I FRS 10 Co lida ted nts me nso Fin ial Sta nd IAS 28 Inv tem ent est nt anc s a me in A ciat nd Joi nt V Sal ent sso es a ure s – e o r Con trib utio f As s b Inv set etw est n o een an or its iate Joi and As nt V ent soc or ure |
ned tpo pos |
non e |
| Sta nda rd/ Inte tati rpre on |
Titl e |
Ma nda tory lica tion app |
End nt ors eme by t he E U |
Mat eria l eff ects on W ash Tec |
|---|---|---|---|---|
| IFR S 1 0, S 1 IFR 2 a nd IAS 28 |
Am end to I FRS 10 Co lida ted nts me nso Fin ial Sta S 1 iscl f IFR 2 D tem ent anc s , osu re o Inte ts i n O the r E ntit ies and IA S 2 8 In t res ves in A ciat nd Joi nt V nts ent me sso es a ure s – Ap ply ing the Co lida tion Ex tion nso cep |
01- Jan -20 16 |
ed in Q 2 ect exp 6 201 |
non e |
| IFR S 1 1 |
Am end to I FRS 11 Jo int Arr nts ent me ang em s – A ing for Ac qui siti of Inte ts i unt cco ons res n Joi nt O atio per ns |
01- Jan -20 16 |
24- Nov -20 15 |
non e |
| IFR S 1 4 |
Reg ula De fer ral Acc tory ts oun |
01- Jan -20 16 |
Pos tpo ent nem of t he end ors e nt p me roc ess il th i ubl unt e p ion of the cat fi na l sta nda rd |
non e |
| S 1 IFR 5 |
Co wit h C Rev e fr ntra cts ust enu om om ers |
01- Jan -20 18 |
in Q ed 2 ect exp 201 6 |
tly cur ren iew ed rev |
| IFR S 1 6 |
Lea ses |
01- Jan -20 19 |
to b e det ine d erm |
tly cur ren iew ed rev |
| IFR S |
An l Im IF RSs ent s to nua pro vem (20 12– 201 4 c ycl e) |
01- Jan -20 16 |
Dec -20 15- 15 |
non e |
5. Accounting policies
The accounting policies adopted are generally consistent with those adopted in prior years, except as provided below.
Foreign currency translation
The consolidated fi nancial statements are presented in euro, which is the Group's functional and reporting currency.
The conversion of the subsidiaries' annual fi nancial statements that were prepared in a foreign currency will be done in accordance with the concept of the functional currency. The functional currency of foreign companies is generally the respective national currency. The items included in the separate fi nancial statements of each entity are measured using such functional currency.
Monetary assets and liabilities denominated in foreign currencies are converted into the functional currency on each balance sheet date based on the exchange rate on that date. All diff erences arising from the currency translation are recognized in the income statement. Excepted therefrom are currency translation eff ects from net investments in a
foreign operation and from related foreign currency loans. These are recognized in equity until the disposal of the net investment, at which time they are recognized as income or an expense in the relevant period. Deferred tax charges and credits attributable to exchange diff erences on these borrowings are also recorded under equity.
Non-monetary items, which are measured at historical cost in a foreign currency, are translated using the exchange rates applicable on the dates of the initial transactions. Non-monetary items, which are measured at fair value in a foreign currency, are translated using the exchange rates on the date when the fair value is appraised. Any goodwill arising from the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising therefrom are recognized as assets and liabilities of the foreign operation and translated as of the rate on the balance sheet date.
The assets and liabilities of subsidiaries that do not report in euro are translated into euro at the rate of exchange applicable on the balance sheet date, and their income statements are translated at the weighted average exchange rates for the year. The exchange diff erences from the currency translation are recognized as a separate item under equity. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized as a gain or loss.
Property, plant and equipment
Property, plant and equipment are recognized at cost less accumulated scheduled depreciation and accumulated impairment losses. Such costs include the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met. The costs of the Group's owned manufactured equipment will include not only directly attributable costs but also prorated costs of materials and overhead as well as depreciation (IAS 16). All other repair and maintenance costs are recognized on the income statement as they are incurred. These assets are depreciated on a straight-line basis over their estimate useful life pro rata temporis.
The following plant, property and equipment will generally be depreciated on the basis of the useful lives for those assets as set forth in the schedule below:
| uip Pro lan nd ty, t a nt per p eq me |
ife Us efu l L |
|---|---|
| Bu ildi ngs |
20 50 to yea rs |
| Tec hn ica l p lan nd chi t a ma ner y |
5 t o 1 4 y ear s |
| Fin e le asi anc ng |
6 t o 1 0 y ear s |
| Oth lan fi xt nd fi tt ing t, er p ure s a s |
3 t o 8 ye ars |
An item of property, plant and equipment will be derecognized upon its disposal or when no future economic benefi ts are expected from its use or disposal. Any gain or loss arising from the derecognition of the asset (calculated as the diff erence between the net disposal proceeds and the carrying amount of the asset) will be included in the income statement for the period in which the asset is derecognized. At the end of each fi scal year, an asset's residual value, useful life and method of depreciation shall be reviewed and, if necessary, adjusted.
Business combinations and goodwill
The acquisition method is used to account for business combinations. For this purpose, the acquisition costs are determined according to the fair value of the consideration that is provided in return; i.e., the sum of the transferred assets, the issued equity instruments and the assumed liabilities on the date of the acquisition. All acquisition-related costs are expensed.
Goodwill is initially measured at the cost of acquisition. The measurement is based on the excess of the acquisition costs of the business combination over the acquiring entity's share in the fair value of the acquired entity's identifi able assets, liabilities and contingent liabilities. After fi rst-time recognition, goodwill is measured as the acquisition costs less any accumulated impairment losses. It is not subject to scheduled amortization, but is instead tested for possible impairment at least once each year. For the purpose of impairment testing, goodwill acquired in connection with a business combination is, beginning on the acquisition date, allocated to each of the Group's cash generating units that are expected to benefi t from the synergies of the combination.
Intangible assets
Intangible assets include mostly acquired patents, technologies, capitalized development costs, licenses and software.
The following intangible assets will generally be amortized on the basis of the useful lives set forth in the schedule below:
| ibl Int ts ang e a sse |
efu ife Us l L |
|---|---|
| ire ies Ac d p d t ech nol ate nts qu an og |
8 y ear s |
| Lic oft nd enc es a s wa re |
3 t o 8 ye ars |
| Ca ital ize d d lop nt ts p eve me cos |
6 t o 8 ye ars |
Acquired intangible assets
Intangible assets, which are not acquired in connection with a business combination, are measured at cost when fi rst recognized and are carried at in subsequent periods less any accumulated amortization and impairment losses.
A distinction is made between intangible assets with fi nite useful lives and those with indefi nite useful lives. During the reporting period, the Group held assets with only fi nite useful lives.
Intangible assets with fi nite useful lives are amortized over the useful economic life. The amortization period and amortization method are reviewed at the end of each fi scal year and adjusted accordingly if expectations have changed.
Internally generated intangible assets (research and development costs)
Research costs are expensed in the period in which they are incurred. Development expenditures on any given project include all directly attributable costs (mostly personnel expenses) as well as a share of the overhead costs. Under IAS 38, these costs are capitalized as an intangible asset only if the asset can be identifi ed, a future economic benefi t is expected to be received and the production costs can be reliably calculated during the development process. In addition, development costs will be capitalized only if the completion of development and the follow-up use or sale are ensured and intended on both the technical and the fi nancial side.
Following initial recognition of the development expenditures as an asset, the cost model will be applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of the expected future benefi ts. During the development phase in which the period of use is indefi nite, the asset is tested for impairment annually.
Impairment of non-fi nancial assets
With respect to assets with a fi nite useful life, the Group assesses on each balance sheet date whether there is any indication that such assets could be impaired. If any such clues exist, then the Group shall estimate the asset's recoverable amount. An asset's recoverable value is either the fair value less costs to sell or the value in use, whichever is higher. To determine the value in use, a reasonable valuation method is applied. To this end, the estimated future cash fl ows are discounted before tax to their present value using a discount rate that refl ects the market expectations that exist at the time in terms of interest eff ect and the risks specifi c to the asset. The recoverable value of each individual asset or – if such calculation is not possible – for each cash generating unit that is attributable to that asset, shall be defi ned. If the carrying value of the asset exceeds its recoverable value, then the asset is impaired and must be written down to its recoverable amount. An impairment expense recognized in earlier reporting periods will be reversed and recognized in the income statement, if there has been a change in the assessment used in determining the recoverable value. The cap on an impairment reversal in this regard is the book (carrying) value plus any scheduled amortization that would have been applied had there been no impairment in the past. Any such reversal shall be recognized in profi t or loss.
Intangible assets with an indefi nite useful life and goodwill shall be subject to an impairment test at least once each year. A review will also be carried out if events or circumstances arise that suggest a possible impairment.
Impairment is regularly determined for goodwill by assessing the recoverable value of the cash generating units, to which the goodwill relates. The cash generating units at the WashTec Group correspond with the operating segments defi ned pursuant to IFRS 8. They are divided between the regions of »Core Europe«, »Eastern Europe«, »North America« and »Asia/Pacifi c«.
Where the recoverable value of the cash generating units is less than their carrying value, then an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods. The Group performs its annual impairment test of goodwill after completing the budgeting process.
Financial instruments and hedging
A fi nancial instrument is a contract that leads to the creation of a fi nancial asset for a company and, at the same time, leads to the creation of a fi nancial liability or an equity instrument for another company.
Financial assets
In general, fi nancial assets within the meaning of IAS 39 are classifi ed as »fi nancial assets at fair value through profi t or loss« (FVthP/L), as »loans and receivables« (LaR), as »held-to-maturity investments« (HtM), or as »available-for-sale fi nancial assets« (AfS). When fi nancial assets are recognized initially, they are classifi ed and measured at fair
value. With regard to fi nancial assets that are not measured at fair value through profi t or loss, the initial valuation is carried out including transaction costs that are directly attributable to the acquisition of the asset.
The fi nancial assets consist primarily of cash and cash equivalents, trade receivables, derivatives with a positive fair value and other assets.
All purchases and sales of fi nancial assets made at arm's length are recognized on the trade date, which is the date that the Group commits to the purchase or sale of the asset. Regular way purchases or sales require delivery of assets within the period generally established by regulation or convention in the marketplace.
Assets at fair value through profi t or loss: All fi nancial instruments held for trading purposes as well as derivatives that are not reported in hedged accounting shall be classifi ed under this category. They are generally reported at fair value. All market value changes are recognized in profi t and loss. Fair value will be deemed the price to which willing and independent contracting parties are able to agree in a commercial transaction under current market conditions. If there is no active market, then such value shall be calculated using valuation methods.
Held-to-maturity assets: Financial investments are classifi ed in this category if there is the intent to hold the instrument until fi nal maturity. These instruments are recognized at their carrying costs upon applying the eff ective interest rate method. In this regard, any impairments as well as any discounts and premiums will be taken into account. In computing the eff ective interest rate, transaction costs and fees will constitute an integral part.
Loans and receivables: This category includes non-derivative fi nancial assets with fi xed or determinable payments that are not quoted on an active market. After initial recognition, loans and receivables are carried at amortized cost using the eff ective interest method less any allowance for impairment. Non-current receivables are discounted at current market rates if the eff ect is material. Gains and losses from the derecognition or impairment of loans and receivables are recognized in profi t and loss in the relevant period in which the gains or losses arose.
Available-for-sale assets: This category includes all non-derivative assets that were determined to be available for sale or that cannot be attributed to any other category. They will generally be recognized at their fair value. The gains and losses resulting therefrom will be recognized in equity. If a fair value cannot be calculated, then the cost method will be applied.
Cash and cash equivalents: This category includes the cash on hand and bank credits that have an original term of less than three months and are reported at face value.
For the purpose of the consolidated cash fl ow statement, cash and cash equivalents consist of cash and cash equivalents as defi ned above, and also include any utilized bank overdrafts.
Impairment of fi nancial assets: The Group assesses as of each balance sheet date whether a fi nancial asset or group of fi nancial assets, which must be recognized at fair value in equity, is impaired. Indications of an impairment include, among other things, the high likelihood of an insolvency proceeding, signifi cant fi nancial diffi culties of a debtor or the disappearance of an active market.
Any impairment loss is recognized in profi t and loss using an impairment account. The amount represents the diff erence between the asset's carrying value and the present value of the estimated future cash fl ows discounted by the fi nancial asset's original eff ective interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be attributed objectively to an event occurring after the impairment was recognized, then the previously recognized impairment loss shall be reversed and recognized in profi t and loss, to the extent that the new carrying value of the asset does not exceed its amortized cost as of the reversal date.
Derecognition of fi nancial assets: A fi nancial asset (or a part of a fi nancial asset or a part of a group of similar fi nancial assets) will be derecognized, if contractual rights to receive cash fl ows from a fi nancial asset expire.
Financial liabilities
Financial liabilities regularly establish a duty of return [Rückgabeverpfl ichtung] either in cash or in another fi nancial asset. This category includes, above all, liabilities owed to fi nancial institutions, trade payables, derivatives with a negative fair value as well as other liabilities.
They are initially recognized on the balance sheet at their fair value after deducting transaction costs. In the periods thereafter, they are mainly »measured at the amortized costs« (FLAC) using the eff ective interest rate method. Financial liabilities that are held for trading purposes include derivatives and are also measured »at fair value through profi t or loss« (FVthP/L) in subsequent periods.
Interest-bearing loans: Interest-bearing loans are initially recognized at cost. They are not recognized at fair value. After initial recognition, interest-bearing loans are subsequently measured at amortized cost using the eff ective interest method.
Derecognition of fi nancial liabilities: A fi nancial liability will be derecognized, if the contractual obligation underlying that liability is discharged, is terminated or expires.
Derivative fi nancial instruments and hedging
In the prior year, the Group used derivative fi nancial instruments, such as interest rate swaps, to hedge its risks associated with interest rate fl uctuations. The derivative fi nancial instruments are booked at fair value during their initial recognition and also in connection with subsequent valuations and, depending on market value, are reported as either a fi nancial asset or a fi nancial liability. The recognized values are derived from the market or calculated using recognized valuation methods. For the recognition of any change in the fair value, the key issue is whether the derivative fi nancial instrument is tied to an eff ective hedge pursuant to IAS 39. If an eff ective hedge exists, then the change will be reported in equity without any impact in profi t and loss. Otherwise, it will be reported as profi t or loss in the income statement.
Hedges are classifi ed according to the nature of the underlying transaction:
- as fair value hedges, when hedging the exposure to changes in the fair value of a recognized asset, liability or an unrecognized fi rm commitment;
- as cash fl ow hedges, when hedging the exposure to cash fl ow volatility that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction and that could have an impact on the result for the period; or
- hedges of a net investment in a foreign operation.
At the inception of the hedge, both the relationship between the fi nancial instrument used as a hedging instrument and the underlying transaction and the goal and the strategy of the Group for executing the hedge are formally memorialized and documented. This information includes the nature of the hedged risk, an assessment of the degree of eff ectiveness of the deployed hedging instrument and the calculation thereof. The eff ectiveness of the existing hedge instruments is continually assessed during the entire reporting period.
As of the fi nancial statements date, there are hedges in place that are classifi ed as a »cash fl ow hedge« and as a »net investment hedge«. An assessment is carried out on each balance sheet date.
Cash fl ow Hedge: If a cash fl ow hedge is in place, then any changes in the fair value on a hedge classifi ed as eff ective will be booked in equity after taking into account the deferred taxes accrued thereon. If the change in the fair value is attributable to the hedging instrument, then such change will be recognized in profi t and loss. The amounts booked in equity are reclassifi ed in the income statement during the period in which the hedged underlying transaction was recognized in profi t and loss. If the hedge expires, is sold or is exercised without substitution or rollover into another hedge instrument or if the criteria for reporting the hedge instrument on the balance sheet are no longer satisfi ed, then the amount heretofore recognized will remain in equity. It will be reclassifi ed in the income statement only when the originally hedged future transaction occurs or is no longer expected.
Net Investment Hedge: This hedge is treated like a cash fl ow hedge. Any gains or losses from the hedge, which are attributable to the eff ective portion of the hedge instrument, will be recorded in equity and not in profi t and loss. If the gains or losses must be attributed to the ineff ective portion of the hedge, then they will be recorded in profi t or loss. Only after the disposal (sale or liquidation) of the foreign operation will the changes in the hedging instrument's value, as accumulated in the equity account, together with the conversion results on the underlying transaction be recycled into profi t or loss.
Inventories
Inventories are valued at the lower of cost and net realizable value. The net realizable value is the estimated proceeds from a sale in the ordinary course of business less the estimated costs of completion and the costs necessary to make the sale.
The costs of acquiring raw materials, consumables and supplies are calculated on the basis of the weighted average cost method. The production costs of fi nished goods and work in progress contain the directly attributable individual costs as well as a reasonable portion of the costs of material and production on the basis of normal capacity. Borrowing costs are not taken into account.
Treasury shares
WashTec AG has been buying back its own shares (treasury shares). The costs of buying back such shares are removed directly from the equity account. The purchase, sale or redemption of the Company's own shares is not recognized in profi t or loss.
Provisions
Other provisions
Other provisions for all legal or de facto obligations owed to third parties are recognized on the balance sheet date, where such obligations are based on prior events that are likely to lead to an outfl ow of assets and the amount of such obligations can be reliably estimated. If the Group anticipates at least some level of refund for the provision (such as, e.g., for an insurance contract), then such a refund shall be capitalized as a separate asset as soon as its realization is as good as certain. Long-term provisions will be discounted based on market interest rates before taxes, if the eff ect is material. The interest eff ect will be reported under fi nancial result. The release of the provisions are generally recognized on the income statement in the same line item in which it was created.
Provisions for pensions
Provisions for pensions are determined according to the projected unit credit method (IAS 19). This method takes into account the pensions known and expectancies earned as of the balance sheet date as well as the increases in salaries and pensions expected in the future. The actuarial gains and losses are immediately and fully recognized in equity. The service expense and interest are reported under operating result. For further details, please see Note 26.
Provisions for pre-retirement agreements
Pre-retirement agreements [Altersteilzeitvereinbarungen] are based primarily on the socalled »block model«. Under these arrangements, there are two types of obligations which, using actuarial principles, are measured at their cash value and then recognized separately from one another: the fi rst type of obligation relates to the accumulated outstanding performance amount, which is recognized pro rata temporis over the term of any active/work phase. The accumulated outstanding performance amount is based on the diff erence between the compensation earned by the employee prior to the pre-retirement agreement (including the employer's share of the social security contributions) and the compensation for the part-time employment (including the employer's share of the social security contributions, but not including the top-up contributions)). The second type of obligation relates to the employer's obligation to pay the top-up contributions plus an additional amount towards the statutory pension insurance. In accordance with IAS 19 (revised), this is set aside as a provision in installments during the work phase.
Share-based remuneration
Under IFRS 2 (Share-based Payment), in connection with share-based remuneration a distinction is made between transactions settled in cash and transactions settled in equity instruments. The members of the management board and supervisory board of WashTec
AG receive share-based remuneration in the form of cash as consideration for work they performed. With respect to transactions settled in cash, the liability created from the work performed by the claimant will be recognized at fair value in profi t or loss at the time the claimant performed the work. This value is calculated using a suitable option price model. The valuation must take into account not only the conditions (if they exist) that are tied to the WashTec share price (»market conditions«), but also the performance-based conditions for exercising the option. Until the liability has been settled, the fair value must be re-measured as of each balance sheet date. Any changes resulting therefrom will be recognized in profi t or loss. For more details, see Note 37.
Leases
Leases encompass all contracts that grant the right to use a certain asset for a certain period of time in exchange for compensation. Depending on the benefi cial ownership or on who bears the primary risks and rewards (opportunities) relating to the leased property, the lease may be classifi ed as either a fi nance lease or an operating lease.
A fi nance lease is deemed to exist if the material risks and opportunities in connection with an asset are transferred to the lessee. If the WashTec Group is the fi nance lessee, then the leased property will be capitalized at the inception of the lease. This leased property is recognized at fair value or at the lower present cash value of the minimum lease payments and then amortized over the estimated useful life or the shorter contract term. At the same time, a lease liability is recognized for the same amount and is repaid and carried on the books in the subsequent periods under the eff ective interest rate method. The lease payments are divided into fi nancial expenses and the repayment amount of the residual debt such that the remaining lease liability will accrue interest on a constant basis over the term of the lease. Finance expenses are recognized in profi t or loss.
Operating lease payments are recognized as an expense in profi t or loss on a straight-line basis over the lease term.
Income tax
In accordance with the relevant tax jurisdiction, the actual and deferred taxes are measured in the consolidated fi nancial statements in the amount that is expected to be set by the tax authorities. For recognized uncertain income tax items, the preliminary anticipated tax payment serves as the basis for the best estimate. Deferred tax assets and liabilities are measured using the tax rates that would presumably apply in the period in which an asset is realized or a liability is discharged. Actual and deferred taxes are generally recognized in profi t or loss with the exception of those that relate to facts which were accounted for in equity.
Using the liability method, deferred taxes are recognized on the basis of temporary diff erences as of on the balance sheet date between the recognized tax-based and accounting based valuations of the assets and liabilities and on the basis of tax loss carry forwards and tax credits.
Moreover, deferred tax assets are recognized on the balance sheet as future asset advantages arising from tax loss carry forwards and unused tax credits, if their use appears to be largely certain. In order to recognize deferred tax assets, it must be generally likely that in the future, there will be a taxable profi t or gain against which the deductible temporary differences, loss carry forwards and tax credits could be applied.
Deferred taxes are recognized for taxable temporary diff erences arising from investments in subsidiaries, unless the parent company can control the reversal of the temporary diff erences and the temporary diff erences will likely not reverse in the foreseeable future.
In deviation thereof, no deferred taxes will be recognized on temporary diff erences if the temporary diff erences arise from the fi rst time recognition of assets or liabilities, and this relates neither to the IFRS result (before income tax) nor to the taxable results and there is no business combination involved. In addition, no deferred tax liabilities will be recognized on the basis of temporary diff erences that relate to the fi rst-time recognition of goodwill on the balance sheet.
Deferred tax assets and deferred tax liabilities are off set against each other, if the Group has a legally enforceable right to off set its actual tax refund claims against its actual tax liabilities and these relate to the income taxes of the same taxable entity and are assessed by the same tax authority.
Revenue recognition
Revenue is recognized if it is probable that the economic benefi ts will fl ow to the Group and the amount of the revenue can be measured reliably. The amount is based on the fair value of the consideration received less any value added tax, income reductions (rebates, cash discounts), and other charges. In addition, the following recognition criteria must be met:
- Revenues from the sale of machines, accessories, goods and services are recognized once the performance due has been rendered or the signifi cant risks and rewards of ownership have passed to the buyer. This is normally the case when fi nished goods or merchandise are delivered, sent or collected.
- The deferred income item serves to ensure that income from servicing agreements and guaranty extensions is recognized in the proper accounting period. Revenues from servicing agreements are recognized once the performance has been rendered.
Revenues from the rent business [Rentgeschäft] are not recognized until the respective car wash is performed, even if the wash system was fi rst sold to an external leasing company, inasmuch as this sale is treated as a »sale and leaseback transaction« in accordance with IAS 17.
Interest income is recognized in profi t or loss using the eff ective interest method.
Earnings per share
In accordance with IAS 33, earnings per share are calculated by dividing the consolidated net income by the weighted average number of shares outstanding.
Undiluted earnings per share are calculated by dividing the net profi t for the year attributable to the ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year.
In calculating diluted earnings per share, the weighted average number of ordinary shares outstanding will be adjusted to account for the number of all potential diluted shares.
Segment reporting
According to IFRS 8 »Operating Segments«, the »management approach« is used as the basis for identifying reportable, operating segments. Under this approach, the external segment reporting is carried out on the basis of the internal group organizational management structure as well as the internal reports submitted to the entity's »chief operating decision maker«. Where the aggregation criteria are met, operating segments will be aggregated into reportable segments.
A geographical segment is a distinguishable component of an enterprise that off ers or provides products or services within a particular economic environment and that is subject to the risks and rewards diff erent from those of components that are operating in other economic environments.
6. Signifi cant accounting judgements, estimates and discretionary decisions
In preparing the consolidated fi nancial statements, there is a need to make judgements, estimates and discretionary decisions that – to a certain extent – could aff ect the presentation of the net assets, fi nancial position and results of operation. They relate primarily to the defi nition of economic useful lives, the measurement of provisions, the realizability of deferred tax assets and the assumptions about future cash fl ows and discount rates. All discretionary decisions are continually reassessed and are based in each case on historical experience and on current knowledge with regard to future events. The actual values and fi gures could vary from the judgments and estimates made in any given case. Changes will be taken into account once better knowledge is gleaned and could lead in future periods to signifi cant adjustments to the book value of the impacted assets or liabilities.
Impairment of non-fi nancial assets
In connection with the impairment test for goodwill, intangible assets with indefi nite useful lives and other non-fi nancial assets, estimates about the future cash fl ow of the asset or the cash generating unit will be necessary in order to determine the applicable value in use. Moreover, a reasonable discount rate must be ascertained in order to calculate the present cash value of such cash fl ow. In order to estimate the future cash fl ow, long-term income forecasts must be made in light of general economic conditions and the performance of the industry. For further details, please see Note 5.
The scheduled depreciation of plant, property and equipment and amortization of intangible assets require estimates and judgements when defi ning – on a standard group-wide basis – the economic useful lives and the amortization/depreciation method of the assets.
Deferred tax assets
Deferred tax assets are recognized to the extent it is probable that there will be adequate taxable income against which such assets can be used. Management judgment is required to determine the amount of the taxable income and the anticipated timing of its receipt. For further details, please see Note 16.
Pension and other post-employment benefi ts as well as pre-retirement benefi ts
The costs under the pension and pre-retirement commitments are determined using actuarial calculations. The actuarial valuation involves making assumptions about discount rates, future wage and salary hikes, annuity increases and life expectancy. Due to the longterm nature of these plans, such estimates are subject to considerable uncertainty. Further details are provided in Notes 26 and 27.
Share-based Remuneration
The costs arising from share-based remuneration settled in cash are recognized at the fair value of the equity instrument at the time it is granted. In order to estimate the fair value of shared-based remuneration, a determination must be made about the most suitable valuation method, which is dependent on the terms and conditions of granting. In addition, the determination of suitable input parameters for use in this valuation method – including the anticipated option term, volatility, dividend yields as well as relevant assumptions – will be required. The assumptions and methods used are shown in Note 37.
Provisions
Restructuring provisions and guarantee reserves are specifi cally created on the basis of expectations, judgments about the likelihood of occurrence and planned measures. The judgment about the amount of possible payment obligations is based on an ad hoc assessment of each given situation.
Development costs
The following development costs are capitalized in accordance with the accounting policies described in Note 5. The fi rst-time capitalization of these costs is based on management's judgment that the technological and economic feasibility has been proven. This is usually the case when a product development project has reached a defi ned milestone under an established project management model.
Buy-back obligations (Buy-back contracts)
The WashTec Group sells some of its wash systems to major customers through leasing companies. Under these arrangements, the WashTec Group guarantees that, if necessary, it will repurchase wash systems at the end of the lease terms for a residual purchase price. In order to calculate a relevant provision, an estimate is made about the likelihood of whether the system will need to be repurchased at the end of the lease term. WashTec Group realizes income when the sale is closed with the leasing company because the economic use and the applicable risks and rewards pass to the purchaser at that time.
7. Notes on segment reporting
Under the »management approach«, the segmenting at the WashTec Group is carried out according to sales territories. The sales territories are defi ned as »Core Europe«, »Eastern Europe«, »North America« and »Asia/Pacifi c«. The individual segments are managed on the basis of the operating results achieved. The segment results consist of income and expenses directly attributable to the reporting segment and to the apportioned income or expenses generated from inter-divisional functions. The sum of the reportable segments equals the consolidated net income (after consolidation). Transfer prices between the individual Group entities are charged on an »arm's length« basis. They take into account specifi c market and economic conditions of the individual regions. The valuation principles for segment reporting are based on the IFRS principles used in the consolidated fi nancial statements.
The WashTec Group segments constitute sales and service units, which generate their revenues primarily through the sale of machines, spare parts, service and chemical products.
| By 20 15 ent se gm |
||||||
|---|---|---|---|---|---|---|
| in € k |
Co Eu re rop e |
Eas n E ter uro pe |
No rth Am eri ca |
As ia/ Pac ific |
Co lida tio nso n |
Gro up |
| Rev en ues |
276 606 , |
14, 256 |
54, 267 |
14, 841 |
– 1 9,1 08 |
,86 340 2 |
| wit h t hir d p ies art |
257 ,94 4 |
14, 219 |
54, 009 |
14, 839 |
– 1 49 |
,86 340 2 |
| wit h o the r d ivis ion s |
18, 662 |
36 | 258 | 3 | 60 – 1 8,9 |
0 |
| EB IT |
34, 050 |
219 | 1,5 93 |
685 | 6 – 9 |
36, 450 |
| Fin ial inc anc om e |
551 | |||||
| Fin ial anc exp ens es |
– 1 ,05 3 |
|||||
| EB T |
35, 948 |
|||||
| Inc t om e axe s |
– 1 1,3 92 |
|||||
| Co lida ted t in nso ne com e |
556 24, |
|||||
| Inv in lan nd uip est nts ty, t a nt me pro per p eq me |
6, 697 |
75 | 923 | 205 | 0 | 7,9 00 |
| Sch edu led iza tio n, d eci atio nd imp air los ort nt am epr n a me ses |
–8 ,3 66 |
–4 57 |
–5 45 |
– 2 81 |
0 | ,64 – 9 9 |
| By 20 14 ent se gm |
||||||
|---|---|---|---|---|---|---|
| in € k |
Co Eu re rop e |
Eas n E ter uro pe |
No rth Am eri ca |
As ia/ Pac ifi c |
Co lida tio nso n |
Gro up |
| Rev en ues |
65 250 ,0 |
086 11, |
43, 175 |
12, 500 |
– 14 ,17 9 |
302 ,64 7 |
| wit h t hir d p ies art |
236 ,29 7 |
077 11, |
43, 032 |
12, 500 |
– 2 59 |
302 ,64 7 |
| wit h o the r d ivis ion s |
13, 768 |
9 | 143 | 0 | – 1 3,9 20 |
0 |
| EB IT |
612 17, |
– 7 | 708 | 153 | – 1 04 |
362 18, |
| Fin ial inc anc om e |
455 | |||||
| Fin ial anc exp ens es |
– 1 ,12 5 |
|||||
| EB T |
692 17, |
|||||
| Inc e ta om xes |
– 4 ,97 2 |
|||||
| Co lida ted t in nso ne com e |
12, 720 |
|||||
| Inv in lan nd uip est nts ty, t a nt me pro per p eq me |
5,3 47 |
269 | 718 | 157 | 0 | 6,4 91 |
| Sch edu led iza tio n, d eci atio nd imp air los ort nt am epr n a me ses |
– 9 ,08 5 |
58 – 4 |
– 4 54 |
– 2 56 |
0 | – 1 0,2 53 |
The consolidated revenues were generated in the following products:
| in € k |
20 15 |
20 14 |
Ch ang e |
|---|---|---|---|
| Eq uip and rvi nt me se ce |
29 0,2 02 |
255 67 1 , |
34, 53 1 |
| Ch ica ls em |
37 ,59 6 |
34, 347 |
3,2 49 |
| Op tio bus ine and her ot era ns ss s |
13 ,0 64 |
12, 629 |
435 |
| To tal |
34 0,8 62 |
302 647 , |
38, 215 |
WashTec generates over 80% of its external sales in European countries. Germany and France make up the largest share of total revenues. After consolidation, Germany is apportioned € 118,314k, which is attributable to Equipment and service, Chemicals, Operations business and others. Slightly more than 10% of the Group's revenues are attributable to France. External sales outside of Europe are generated primarily in North America and are attributable primarily to the United States. Revenues generated with a certain large customer represented minimally more than 10% of the total income yielded.
The Group's geographical segments are based on the location of the Group's assets. Sales to the outside customers, who are identifi ed in geographical segments, are assigned to the individual segments based on the customer's geographical location.
The consolidated assets can be broken down into the following regions within our business segments:
| in € 20 15 k |
Ge rm any |
Re f st o Co re Eu rop e |
Eas ter n Eu rop e |
No rth eri Am ca |
As ia/ ifi c Pac |
Gro up |
|---|---|---|---|---|---|---|
| Ca ing lue of rry va lan nd ty, t a pro per p ipm ent equ |
61 22 ,9 |
5,1 41 |
76 1,7 |
1,4 35 |
37 3 |
686 31 , |
| in Inv est nts ty, me pro per lan d e ipm t an ent p qu |
3,4 00 |
2,2 19 |
75 | 92 3 |
202 | 6,8 19 |
| Ca ing lue rry va of inta ible set ng as s |
42, 985 |
4,4 51 |
0 | 0 | 19 2 |
47 628 , |
| Inv in inta ible est nts me ng ets ass |
1,0 25 |
54 | 0 | 0 | 2 | 1,0 81 |
| in € 20 14 k |
Ge rm any |
Re f st o Co re Eu rop e |
Eas ter n Eu rop e |
No rth Am eri ca |
ia/ As Pac ifi c |
Gro up |
|---|---|---|---|---|---|---|
| Ca ing lue of rry va lan nd ty, t a pro per p ipm ent equ |
23 ,84 5 |
5,2 82 |
2,1 12 |
1,0 43 |
40 8 |
32 690 , |
| Inv in est nts ty, me pro per lan d e ipm t an ent p qu |
2,3 81 |
1,8 98 |
26 9 |
71 8 |
15 0 |
5,4 16 |
| Ca ing lue rry va of inta ible set ng as s |
6 43 ,49 |
4,7 70 |
0 | 0 | 24 1 |
48 ,50 7 |
| Inv in inta ible est nts me ng ets ass |
1,0 27 |
40 | 0 | 0 | 7 | 1,0 74 |
The Group has no assets in the other countries because it does not have its own sales organizations in those areas. Any revenues earned from other countries are generated through exports to independent dealers.
Notes to the Consolidated Income Statement
8. Other operating income
Other operating income totaling € 4,431k (prior year: € 4,188k) consists primarily of income arising from exchange rate diff erences in the amount of € 2,056k (prior year: € 1,580k), income based on operator models in the amount of € 1,023k (prior year: € 1,200k), income from the sale of scrap in the amount of € 517k (prior year: € 555k) and income from the sale of acquired vehicles and from the sale of other property, plant and equipment totaling € 221k (prior year: € 110k).
9. Personnel
Personnel expenses consist of the following:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Wa d s ala rie ges an s |
96 ,42 4 |
94, 52 1 |
| Soc ial uri rib uti ty c ont sec ons |
8,4 67 |
8,4 54 |
| Pen sio and eti ent sts ns pr e-r rem co |
1,5 75 |
1,5 29 |
| Exp for loy sha of s nd vol nsi tat uto unt ens es em p er re ry a ary pe on ins rib uti ori (c ed) ont ent ura nce on- |
76 | 602 |
| 6,7 | 6, | |
| To tal |
11 3,2 42 |
111 ,10 5 |
The average number of staff members, according to their job functions, may be shown as follows:
| Av mb of loy era ge nu er em p ees |
20 15 |
20 14 |
Ch ang e |
|---|---|---|---|
| Sal ark eti and rvic ing es, m ng se |
1,0 29 |
1,0 47 |
–18 |
| Pro du ctio ech nol d d lop n, t nt ogy an eve me |
51 1 |
49 0 |
21 |
| Fin nd adm inis tio tra anc e a n |
13 2 |
139 | – 7 |
| To tal |
1, 672 |
1, 676 |
– 4 |
The change in the division of sales, marketing and servicing can primarily be attributed to the reduction in servicing.
10. Other operating expenses
Other operating expenses may be itemized as follows:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Ve hic le c ost s |
10 ,48 2 |
11, 510 |
| Tra vel (in clu din hos ital ity ) ex pen ses g p |
5,9 46 |
5,9 91 |
| IT a nd nic atio com mu n e xpe nse s |
4,1 30 |
4,7 93 |
| Re nt/ ing lea clu din ehi cle rat ope ses ex g v s |
3,8 84 |
3,7 28 |
| Ma int /re irs ena nce pa |
3,8 38 |
3, 65 1 |
| Ad tisi de fai nd PR tra ver ng, r a ex pen ses |
3,4 79 |
3,0 37 |
| Tem rke por ary wo rs |
2, 696 |
1,8 32 |
| Exc han ff e rat cts ge e e |
2,5 21 |
1,3 73 |
| Leg al a nd sul tin fee con g s |
2,3 41 |
2,1 19 |
| Ins (in clu din rod lia bili ) uct ty ura nce g p |
1,5 83 |
1,4 00 |
| Tra inin /co nti ing ed tio ost g nu uca n c s |
1,3 27 |
1,1 38 |
| Fee s, l ice nd ch ts nce s a res ear cos |
87 2 |
945 |
| Offi lies ce sup p |
84 9 |
774 |
| Ba nk cha nd trib uti rge s a con ons |
62 9 |
655 |
| All tio bad de bt a llow eiv abl to oca ns anc es on rec es |
54 0 |
598 |
| Mis cel lan dm inis tive /ot her tra eou s a ex pen ses ex pen ses |
4,5 55 |
3,0 59 |
| To tal |
49 672 , |
46, 603 |
11. Financial result
| in € k |
20 15 |
20 14 |
|---|---|---|
| Ear nin fro alu atio f in ter est te s gs m rev n o ra wa ps |
48 2 |
376 |
| Oth int nd sim ilar in st a er ere com e |
69 | 79 |
| Fin ial Inc anc om e |
55 1 |
455 |
| Int bea rin loa st- ere g ns |
26 6 |
296 |
| Int st r ate ere sw aps |
49 1 |
453 |
| Exp fro m fi lea ens es na nce ses |
21 4 |
254 |
| Exp fro m b ing d s im ilar sts ens es orr ow co an ex pen ses |
81 | 122 |
| Fin ial anc ex pen ses |
1,0 53 |
1,1 25 |
| Fin ial ult anc res |
– 5 02 |
– 6 70 |
Of the interest income and interest expense, a total of € –279k (prior year: € –339k) must be apportioned to the IAS 39 categories, »Loans and receivables« (LaR) and »Financial liabilities measured at amortized cost« (FLAC).
12. Income tax expense
This item relates to both current and deferred taxes.
The table below shows a reconciliation of the expected and actual tax expenses reported. To calculate the anticipated tax expense, earnings before income taxes were multiplied by the Group tax rate of 30.7% (prior year: 30.7%). The eff ective tax rate of the WashTec Group equaled 31.7% (prior year: 28.1%).
| in € k |
20 15 |
20 14 |
|---|---|---|
| Exp ed Inc ect e ta om x e xpe nse |
11 ,03 8 |
5,4 31 |
| Tax di ff e du di ff e t fo rei e to tax tes ren ces ren gn ra |
–14 9 |
–22 3 |
| No n-d edu ctib le e xpe nse s |
53 7 |
162 |
| Eff f th nit ion of de fer red ect ta ts s o e n on- rec og x a sse |
10 | 39 1 |
| Eff f u of los for rds fro nit ion ect s o se s c arr y wa m n on- rec og of def ed tax set err as s |
– 4 32 |
–69 6 |
| of ior iod Tax ex pen se pr per s |
42 4 |
103 |
| Oth er |
6 – 3 |
6 –19 |
| l in Ac tua e t com ax ex pen ses |
11 ,39 2 |
4,9 72 |
Tax expenses consist of the following:
| in € k |
20 15 |
20 14 |
|---|---|---|
| De fer red ta x e xpe nse |
61 4 |
355 |
| Ac l ta tua x e xpe nse |
10 ,77 8 |
4, 617 |
| in To tal e t com axe s |
11 ,39 2 |
4,9 72 |
13. Earnings per share
Calculation of undiluted earnings per share for 2015 and 2014:
| in € k o nit r u s |
20 15 |
20 14 |
|---|---|---|
| Co lida ted t in nso ne com e |
24 ,55 6 |
12, 720 |
| We ig hte d a nd ing mb of s har tsta ver age ou nu er es |
13 ,7 66, 278 |
13, 932 ,31 2 |
| Ea rni sha (un dil d = di lut ed) ute ng s p er re |
1.7 8 |
0.9 1 |
Management board and supervisory board intend to recommend to the annual general meeting of shareholders, which is scheduled for May 11, 2016, to appropriate the distributable profi t of € 22,983,636.87 reported for fi scal year 2015 as follows: payment of a dividend in the amount of € 1.70 for each no-par value share that is entitled to dividend payments (dividend-entitled share), thereby yielding an aggregate dividend payment of € 22,749,950.80 and a carry forward of the remaining distributable profi t in the amount of € 233,686.07 to a new account. 56.1% of the distribution will be made from the so-called »capital contribution account for tax purposes« [steuerlichen Einlagenkonto].
14. Non-recurring eff ects
In the reporting year, no non-recurring eff ects took place. In the prior year, € 1.6m in non-recurring charges were booked to personnel expenses on the accounts. These expenses related to the initiated restructuring and effi ciency program, of which € 1.5m was attributable to the »Core Europe« segment and € 0.1m to the »Asia/Pacifi c« segment.
Notes to the Consolidated Balance Sheet
- Property, plant and equipment and intangible assets
Property, plant and equipment and intangible assets developed as follows:
| in € k |
Ac isit ion d p rod ion uct sts qu an co |
||||||
|---|---|---|---|---|---|---|---|
| Jan 1, 2 015 uar y |
Ad dit ion s |
Dis als pos |
Re cla ssifi tio ca ns |
Cu rre ncy |
Dec ber 31 em , |
||
| nsl atio ff ec tra ts n e |
201 5 |
||||||
| Lan d, l and rig hts d b uild ing an s |
41, 755 |
773 | 1 | 0 | 205 | 42, 731 |
|
| Tec hni cal uip nd chi nt a eq me ma nes |
31, 535 |
2,9 46 |
856 | 1,0 52 |
278 | 34, 955 |
|
| Oth ipm , fi t tin and fi x ent tur er e qu gs es |
17, 538 |
2,2 43 |
1,2 44 |
15 | 270 | 18, 823 |
|
| Fin ing e L anc eas |
15, 919 |
676 | 167 | – 9 10 |
– 1 | 15, 519 |
|
| Pre d c ctio n in nts tru pay me an ons pr ogr ess |
156 | 180 | 0 | 61 – 1 |
0 | 176 | |
| Pro Pla and Eq uip ty, nt nt per me |
106 ,90 3 |
6,8 19 |
2,2 68 |
– 3 | 753 | 112 ,20 3 |
|
| Dev elo inte lly ted ent sts pm co rna gen era |
15, 485 |
88 | 0 | 0 | 409 | 15, 981 |
|
| Lic and ftw ired enc es so are ac qu |
11, 259 |
628 | 279 | 184 | 11 | 11, 802 |
|
| Pat ech nol ies and her int ible ent s, t ot set og ang as s |
6,2 41 |
0 | 0 | 0 | 23 1 |
6,4 72 |
|
| Go ill odw |
82, 458 |
0 | 0 | 0 | 1,9 32 |
84, 390 |
|
| Oth ctio n in d c nts tru er, pre pay me an ons pr ogr ess |
627 | 366 | 0 | – 1 81 |
0 | 813 | |
| Int ible As set ang s |
116 ,07 1 |
1,0 81 |
279 | 3 | 2,5 82 |
119 9 ,45 |
|
| Tot al F ixe d A ts sse |
222 ,97 4 |
7,9 00 |
2,5 47 |
0 | 3,3 35 |
231 ,66 2 |
| in € k |
isit ion ion Ac d p rod uct sts qu an co |
||||||
|---|---|---|---|---|---|---|---|
| Jan 1, 2 014 uar y |
Ad dit ion s |
Dis als pos |
Re cla ssifi tio ca ns |
Cu rre ncy |
Dec ber 31 em , |
||
| nsl atio ff ec tra ts n e |
201 4 |
||||||
| Lan d, l and rig hts d b uild ing an s |
41, 354 |
231 | 35 | 0 | 205 | 41, 755 |
|
| Tec hni cal uip nd chi nt a eq me ma nes |
30, 949 |
914 | 1,5 43 |
1,0 10 |
205 | 31, 535 |
|
| Oth ipm , fi t tin and fi x ent tur er e qu gs es |
17, 861 |
1,9 54 |
2,5 68 |
7 | 284 | 17, 538 |
|
| Fin e L ing anc eas |
15, 874 |
2,1 76 |
1,2 24 |
– 9 09 |
2 | 15, 919 |
|
| ctio n in Pre d c nts tru pay me an ons pr ogr ess |
127 | 141 | 5 | – 1 08 |
1 | 156 | |
| uip Pro Pla and Eq ty, nt nt per me |
106 ,16 5 |
16 5,4 |
5,3 75 |
0 | 697 | 106 ,90 3 |
|
| Dev elo inte lly ted ent sts pm co rna gen era |
056 15, |
74 | 0 | 0 | 355 | 485 15, |
|
| Lic and ftw ired enc es so are ac qu |
10, 816 |
385 | 5 | 49 | 14 | 11, 259 |
|
| Pat ech nol ies and her int ible ent s, t ot set og ang as s |
6,1 22 |
0 | 41 | 0 | 160 | 6,2 41 |
|
| Go odw ill |
80, 448 |
0 | 0 | 0 | 2,0 10 |
82, 458 |
|
| Oth d c ctio n in nts tru er, pre pay me an ons pr ogr ess |
399 | 615 | 338 | – 4 9 |
0 | 627 | |
| ible Int As set ang s |
112 ,84 1 |
1,0 74 |
384 | 0 | 2,5 39 |
116 ,07 1 |
|
| Tot al F ixe d A ts sse |
219 ,00 6 |
6,4 90 |
5,7 59 |
0 | 3,2 36 |
22 2,9 74 |
| cia tio rtiz atio imp air ing in De n/A nd los Ca lue €k nt pre mo n a me ses rry va Jan 1, 2 015 Ad dit ion Dis als Re cla ssifi tio Cu Dec ber 31 Jan 1, 2 015 De ber 31 uar s pos ca ns rre ncy em uar cem y y , , nsl atio ff ec 201 5 201 5 tra ts n e 164 066 664 rig uild ing 27, 452 1,4 52 1 0 29, 14, 303 13, Lan d, l and hts d b an s 23, 835 2,5 760 806 237 26, 662 00 8,2 94 Tec hni cal uip nd chi 44 7,7 nt a eq me ma nes 13, 140 05 89 – 3 36 13, 987 4,3 98 4,8 35 Oth ipm , fi t tin and fi x 1,7 1 ent tur er e qu gs es 9,7 86 1,9 75 156 – 8 03 – 1 10, 801 6,1 33 4,7 17 Fin e L ing anc eas 0 0 0 0 0 0 156 176 Pre d c ctio n in nts tru pay me an ons pr ogr ess uip 74, 213 7,6 76 1,8 09 0 436 80, 517 32, 690 31, 686 Pro Pla and Eq ty, nt nt per me 906 inte 11, 738 0 0 405 13, 049 3,7 47 2,9 32 De vel lly ted ent sts opm co rna gen era Lic ftw ired 9,9 80 815 279 0 5 10, 521 1,2 79 1,2 82 and enc es so are ac qu 02 252 0 0 230 6,1 84 539 288 Pat ech nol ies and her int ible 5,7 ent s, t ot set og ang as s 40, 146 0 0 0 1,9 32 42, 078 42, 312 42, 312 Go odw ill 0 0 0 0 0 0 627 813 Oth d c ctio n in nts tru er, pre pay me an ons pr ogr ess ible 67, 565 1,9 73 279 0 2,5 72 71, 831 48, 506 47, 628 Int As set ang s 9,6 196 ixe 141 ,77 8 49 2,0 88 0 3,0 08 152 ,34 8 81, 79, 314 Tot al F d A ts sse |
|||||||
|---|---|---|---|---|---|---|---|
| De pre |
cia tio n/A rtiz atio mo |
nd imp air nt n a me |
los ses |
Ca ing rry |
lue in €k va |
|||
|---|---|---|---|---|---|---|---|---|
| Jan 1, 2 014 uar y |
Ad dit ion s |
Dis als pos |
Re cla ssifi tio ca ns |
Cu rre ncy |
Dec ber 31 em , |
Jan 1, 2 014 uar y |
De ber 31 cem , |
|
| nsl atio ff ec tra ts n e |
201 4 |
201 4 |
||||||
| 25, 755 |
1,5 19 |
20 | 0 | 198 | 27, 452 |
15, 599 |
14, 303 |
Lan d, l and rig hts d b uild ing an s |
| 21, 780 |
2,6 19 |
1,5 07 |
733 | 210 | 23, 835 |
9,1 69 |
7,7 00 |
Tec hni cal uip nd chi nt a eq me ma nes |
| 13, 788 |
1,5 03 |
2,3 72 |
0 | 22 1 |
13, 140 |
4,0 73 |
4,3 98 |
Oth ipm tin , fi t and fi x ent tur er e qu gs es |
| 9,6 30 |
2,0 35 |
1,1 48 |
– 7 33 |
2 | 86 9,7 |
6,2 44 |
6,1 33 |
Fin ing e L anc eas |
| 0 | 0 | 0 | 0 | 0 | 0 | 127 | 156 | Pre d c ctio n in nts tru pay me an ons pr ogr ess |
| 70, 954 |
7,6 76 |
5,0 48 |
0 | 631 | 213 74, |
35, 211 |
32, 690 |
Pro Pla and Eq uip ty, nt nt per me |
| 10, 346 |
1,0 16 |
0 | 0 | 376 | 11, 738 |
4,7 10 |
3,7 47 |
De vel inte lly ted ent sts opm co rna gen era |
| 9,1 98 |
782 | 4 | 0 | 4 | 9,9 80 |
1,6 18 |
1,2 79 |
Lic and ftw ired enc es so are ac qu |
| 5,1 03 |
467 | 41 | 0 | 172 | 5,7 02 |
1,0 19 |
539 | Pat ech nol ies and her int ible ent s, t ot set og ang as s |
| 136 38, |
0 | 0 | 0 | 2,0 09 |
146 40, |
42, 312 |
42, 312 |
Go ill odw |
| 0 | 312 | 312 | 0 | 0 | 0 | 399 | 627 | Oth ctio n in d c nts tru er, pre pay me an ons pr ogr ess |
| 62, 783 |
2,5 77 |
357 | 0 | 2,5 61 |
67, 565 |
50, 058 |
48, 506 |
Int ible As set ang s |
| 133 ,73 7 |
10, 253 |
5,4 05 |
0 | 3,1 92 |
141 ,77 8 |
85, 269 |
81, 196 |
Tot al F ixe d A ts sse |
Finance leases
| Ca ing lue in €k rry va |
20 15 |
20 14 |
|---|---|---|
| Wa shi bay le a nd lea seb ack ng sa |
512 4, |
65 5,7 |
| Wa shi bay hi rch ng re- pu ase |
20 5 |
369 |
| To tal |
4, 717 |
6,1 34 |
As of the balance sheet date, there were no material contractual obligations, such as duties to purchase plant, property and equipment or intangible assets.
Intangible assets
The addition of prepayments and construction in progress was mostly the result of capitalized development costs. These developments are currently not yet completed and were therefore subjected to impairment testing as of the end of the year, which did not necessitate the creation of an impairment allowance.
Also incurred were research and development costs of € 528k (prior year: € 629k) that were not capitalized since the criteria for the capitalization under IAS 38 were not met.
Goodwill
Total goodwill, which has a carrying value of € 42,312k (prior year: € 42,312k) will be attributed to the operating units defi ned under IFRS 8: »Core Europe« in the amount of € 41,601k (prior year: € 41,601k), »Eastern Europe« in the amount of € 705k (prior year: € 705k), »North America« in the amount of € 0k (prior year: € 0k) and »Asia/Pacifi c« in the amount of € 6k (prior year: € 6k).
The impairment test for goodwill is routinely carried out for the operating segments on the basis of the value in use calculation.
According to the approach described under section 5, the impairment test for goodwill is based on the Group's medium-term forecast for 2016 through 2020.
Medium-term planning was based on the following assumptions, which are derived from the long-standing experience of management as well as from medium-term strategies for the individual markets. More extensive information was available to management in the form of outside market studies. The key assumptions are as follows:
- increase in revenues averaging approx. 3% per annum in the Core Europe segment, and between 6% and 12% in the other regions
- cost increases of 2–3%
- wage and salary cost increases of approx. 2–4% per annum
For discounting purposes, an interest rate of 6.4% (prior year: 8.7%) and a long-term growth rate under a perpetual annuity of 1–1.5% (prior year: 1–1.5%) were used as a basis.
The discount rate calculation is derived from a weighted borrowing rate of 2.35% (prior year: 4.2%) and the weighted equity yield rate. The equity yield rate is based on a risk-free rate of return averaging 1.5% (prior year: 2.5%) as well as a beta factor of 1.02 (prior year: 1.2).
None of the WashTec's Group's goodwill will require a write-off in the reporting year. There is also no need for a write-down where the discount rate is 10 percentage points higher and the gross margin is 5 percentage points lower (after deducting direct selling costs).
16. Deferred taxes
The Group is reporting deferred tax assets in the amount of € 4,248k (prior year: € 4,076k) as well as deferred tax liabilities in the amount of € 3,751k (prior year: € 2,879k). These items result from deferred tax claims on expected recoverable tax loss carry-forwards and from timing diff erences.
Deferred taxes for so-called »outside basis diff erences« are not recognized because the Company that is holding the equity interest can determine the reversal of the diff erences and such a reversal is unlikely in the foreseeable future. The tax basis of the unrecognized deferred tax liability equals € 1,110k (prior year: € 1,057k).
The loss carry-forwards and the temporary diff erences were recognized as deferred tax assets, to the extent that the recoverability of the loss carry forwards or the temporary diff erences could be assured with suffi cient certainty on the basis of the internal mid-term planning (2016 through 2020).
To the extent that there is uncertainty about whether the loss carry-forwards can be off set against future taxable income, such loss carry-forwards were not recognized as deferred tax assets. Thus, loss carry forwards totaling € 21,713k (prior year: € 20,681k) as well temporary diff erences totaling € 18,973k (prior year: € 18,242k) were not deferred in the reporting year. This corresponds to non-recognized deferred tax assets for loss carry-forwards in the amount of € 7,437k (prior year: € 7,067k) and non-recognized deferred tax assets for temporary diff erences in the amount € 6,683k (prior year: € 6,270k).
Some of the loss carry forwards have no time restrictions with regard to their utilization. Only € 19,296k in loss carry-forwards are restricted. Of this amount, € 1,235k will lapse between 2016 through 2025 and € 18,061k will lapse between 2026 through 2034, if they cannot be utilized.
The deferred tax receivables and tax liabilities are apportioned, prior to netting, according to the following balance sheet items and loss carry-forwards:
| in € k |
Def cei ed vab les tax err re |
fer De red tax |
lia bili tie s |
|
|---|---|---|---|---|
| 201 5 |
201 4 |
201 5 |
201 4 |
|
| Tax los for rds s c arr y wa |
129 | 42 9 |
0 | 0 |
| Pro lan nd ty, t a per p |
||||
| ipm ent equ |
200 | 232 | – 3 ,18 2 |
– 3 ,7 60 |
| Int ible set ang as s |
69 | 66 | – 1 ,51 4 |
550 –1, |
| Inv ori ent es |
68 1,2 |
1,0 86 |
– 5 54 |
– 4 51 |
| eiv Tra de abl rec es |
40 | 49 | – 1 ,19 7 |
99 – 5 |
| Pro vis ion s |
2,3 77 |
2,5 35 |
0 | –7 |
| Oth liab ilit ies er |
648 | 502 | – 1 9 |
–7 |
| Fin e le lia bili ties anc ase |
96 1,3 |
82 1,7 |
0 | 0 |
| De fer red in com e |
964 | 974 | 0 | 0 |
| Mis cel lan eou s |
3 | 49 | – 1 31 |
–13 3 |
| To tal |
7,0 94 |
04 7,7 |
– 6, 597 |
– 6 ,50 7 |
| of w hic h n t on- cur ren |
4,0 92 |
4,3 49 |
484 – 4, |
– 3 ,78 9 |
| of w hic h c ent urr |
3,0 01 |
3,3 55 |
– 2, 113 |
– 2 8 ,71 |
Deferred tax receivables and tax liabilities totaling € 2,846k (prior year: € 3,628k) were set-off against one another in accordance with the netting rules of IAS 12.
During the reporting year, € 111k (prior year: € 391k) in deferred taxes were booked in equity. Thus, the net balance of the deferred taxes recorded under equity equals € 1,345k (prior year: € 1,455k).
The following table shows the income and expenses as well as the tax liability incurred thereon for the changes in value recorded under equity:
| in € k |
20 15 |
20 14 |
||||
|---|---|---|---|---|---|---|
| bef ore |
inc om e |
aft er |
bef ore |
inc om e |
aft er |
|
| inc om e |
tax | inc om e |
inc om e |
tax | inc om e |
|
| tax | tax | tax | tax | |||
| Ad jus Ite m f the tm ent or cu rre ncy |
||||||
| nsl atio f fo rei sub sid iar ies tra n o gn |
1,3 30 |
0 | 1,3 30 |
63 1 |
0 | 63 1 |
| Exc han diff et ge ere nce s o n n |
||||||
| inv in sid iar ies sub est nts me |
– 6 38 |
– 1 17 |
– 7 55 |
–8 1 |
–12 1 |
–2 02 |
| Ch ari ain of a al g nd los ctu ang es s a ses |
– 4 0 |
6 | – 3 4 |
–1, 65 1 |
51 2 |
– 1 ,14 0 |
| Ch in v alu rde d ang es e r eco |
||||||
| dir uit ly u nd ect er eq y |
652 | – 1 11 |
541 | – 1 ,10 1 |
39 1 |
– 7 11 |
17. Inventories
| in € k |
20 15 |
20 14 |
|---|---|---|
| Raw ria ls, abl and lies ate m con sum es su pp , |
||
| inc lud ing han dis m erc e |
25, 066 |
22, 29 1 |
| Wo rk in p rog res s |
5, 676 |
5,2 06 |
| Fin ish ed ds goo |
8,8 84 |
7,7 55 |
| Pre nts pay me |
25 6 |
185 |
| To tal |
39 ,88 2 |
35, 43 7 |
During the reporting year, the appropriation of the inventory allowances (valuation adjustments) equaled € 352k (prior year: € 33k).
18. Tax receivables
| in € | 20 | 20 |
|---|---|---|
| k | 15 | 14 |
| iva No ble ent ta n-c urr x r ece s |
50 | 90 |
| Cu eiv abl nt t rre ax rec es |
65 7,4 |
56 2,9 |
| To | 7,5 | 46 |
| tal | 15 | 3,0 |
The tax receivables are primarily claims against the tax authorities based on corporate income tax credits and off -settable investment withholding tax.
19. Trade receivables
| in € k |
20 15 |
20 14 |
|---|---|---|
| eiv No de abl ent tra n-c urr rec es |
2,0 01 |
63 1,3 |
| Cu iva rad ble nt t rre e r ece s |
45 ,77 0 |
41, 712 |
| To tal |
47 ,77 1 |
43, 075 |
Trade receivables are generally due between 0 and 90 days net. Write-downs on trade receivables are recorded in a separate account for bad debt allowances. If the receivable is classifi ed as uncollectible, then the related impaired asset is derecognized.
As of December 31, 2015, bad debt allowances were charged on trade receivables in the nominal amount of € 4,661k (prior year: € 4,557k). The bad debt allowance account developed as follows:
| in € k |
20 15 |
20 14 |
|---|---|---|
| As of J 1 anu ary |
4,5 57 |
4,9 33 |
| All tio niz ed oca ns rec og as exp ens e |
1,0 85 |
207 |
| Uti liza tio n |
– 3 06 |
– 3 48 |
| Re lea se |
– 5 76 |
– 1 80 |
| Cu nsl atio ff e tra cts rre ncy n e |
– 9 9 |
– 5 5 |
| As of De ber 31 cem |
4, 661 |
4,5 57 |
The aging analysis of the overdue trade receivables, on which no bad debt allowances have been charged, may be shown as follows as of December 31:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Rec eiv abl ith rdu itte n d es, ne er ove e n or wr ow n |
35 ,07 4 |
34, 969 |
| Ov erd eiv abl ritt dow f w hic h t w ue rec es, no en n, o |
||
| les s th 30 day an s |
6,4 32 |
5,0 88 |
| 30– 120 da ys |
3,5 00 |
2,1 58 |
| 120 –36 5 d ays |
1,4 98 |
704 |
| han 36 5 d re t mo ays |
1,7 45 |
284 |
| Tot al |
13 ,17 5 |
8,2 34 |
| Rec eiv abl itte n d es wr ow n |
4, 625 |
4,3 31 |
A standard bad debt allowance on receivables is made on the basis of the account aging structure. Individual receivables may also be written down where there is a risk that they cannot be collected or where legal action has been initiated.
The change in the account aging structure from the prior year was caused mostly by a changed approach in payment plans.
With respect to those trade receivables, which have not been written down or are not in default, there is no indication as of the fi nancial statements date that the debtors will be unable to meet their payment obligations.
20. Other assets
| in € k |
20 15 |
20 14 |
|---|---|---|
| No her ent ot set n-c urr as s |
13 9 |
422 |
| Cu oth nt ets rre er ass |
3,3 81 |
2,8 96 |
| To tal |
3,5 19 |
3,3 18 |
| of w hic h p aid rep ex pen ses |
1, 680 |
1,3 72 |
Prepaid expenses are recognized in order to account for prepayments of servicing fees and prepayments of insurance premiums and for taxes relating to other periods.
21. Cash and cash equivalents
| in € | 20 | 20 |
|---|---|---|
| k | 15 | 14 |
| Ca uiv sh and sh ale nts ca eq |
7,7 81 |
674 15, |
Credit balances held at banks earn interest at variable interest rates based on daily bank account rates. The cash in those accounts has a fair value of € 7,781k (prior year: € 15,674k).
The cash fl ow statement shows how cash and cash equivalents (cash on hand, bank balances with maturity of up to 3 months, and overdraft accounts) held by the WashTec Group changed in the reporting year. Cash fl ows were classifi ed in accordance with IAS 7 as follows: cash fl ow from operating activities, cash fl ow from investing activities and cash fl ow from fi nancing activities.
For purposes of the consolidated cash fl ow statement, cash and cash equivalents comprise the following as of the end of the year:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Ba nk bal and sh han d anc es ca on |
7,7 81 |
674 15, |
| Ov in ari erd raf s/c -be loa t a unt ent ter est cco urr ng ns |
– 5 ,2 69 |
– 2 52 |
| Ca uiv sh and sh ale nts ca eq |
2,5 12 |
15, 422 |
For explanations regarding interest-bearing loans, see Note 28.
Equity
22. Subscribed capital
The subscribed capital of WashTec AG totals € 40,000k. It is divided into 13,976,970 no-par-value bearer shares (prior year: 13,976,970 shares) and is fully paid in. Each share consists of a single voting right and is entitled to dividends according to the share's percentage of the registered share capital.
| 20 15 |
20 14 |
|
|---|---|---|
| Ord ina har in u nits k ry s es |
13 ,97 7 |
13, 977 |
| No mi nal lue of din sh s in € va or ary are |
2.8 6 |
2.8 6 |
As of December 31, 2015, the average weighted number of issued and outstanding shares was 13,766,278 (prior year: 13,934,113 shares).
The annual general meeting of shareholders of WashTec AG, which was held on May 13, 2015, resolved to appropriate the distributable profi t of € 24,415,905.24 shown on the balance sheet for fi scal year 2014 as follows: payment of a dividend in the amount of € 1.65 for each no-par value share that is entitled to dividend payments (dividend-entitled share), thereby yielding an aggregate dividend payment of € 22,988,314.80 and a carry-forward of the remaining distributable profi t in the amount of € 1,427,590.44 to a new account. Included in the dividend of € 1.65 per dividend-entitled share was a dividend in the amount of € 0.70 per dividend-entitled share and a special dividend in the amount of € 0.95 per dividend-entitled share.
Authorized capital
Pursuant to the resolution adopted at the annual general meeting of shareholders on May 15, 2013, the management board was authorized, with the consent of the supervisory board, to increase on one or more occasions the Company's registered share capital by up to a total of € 8,000,000 (authorized capital) on or before May 14, 2016 by issuing new no-par value bearer shares in exchange for cash and/or non-cash capital contributions, although credited against the aforementioned authorized amount at the time the new shares are issued will be the pro rata amount of the registered share capital that is attributable to those no par-value bearer shares, on which the conversion rights or duties or the option rights or duties exist, which were granted on the basis of the shareholder resolution adopted on May 15, 2013. If the aforementioned conversion rights or duties or option rights or duties no longer exist because they had been exercised by the time the new shares were issued, then the shares issued under those rights must be taken into account.
In this respect, the shareholders must be granted preemptive rights. The new shares may also be underwritten by one or more banks, which are commissioned by the management board and then subject to an obligation to off er these shares to the shareholders for subscription (indirect preemptive right).
However, the management board is also authorized (subject to the approval of the supervisory board) to exclude shareholders' preemptive rights in certain cases as set out in sec. 5.1 of the articles of association of WashTec AG. The management board has not made use of these authorizations to date.
In addition, the management board is authorized, with the consent of the supervisory board, to stipulate further details concerning the capital increase and its implementation, including the features of the share rights and the terms and conditions of the share issuance.
Contingent capital
Pursuant to § 218 of the German Stock Corporation Act (AktG), the contingent capital of a stock corporation may be increased in the same proportion as that portion of the registered share capital, which is increased from the corporation's own capital reserves.
Pursuant to a shareholder resolution dated May 15, 2013, contingent capital was created as follows:
Contingent Capital I: The registered share capital was conditionally increased by up to € 8,000,000, divided into up to 2,795,394 no-par bearer shares (Contingent Capital I), although credited against this pro rata amount of the registered share capital will be the amount by which the registered share capital is increased on the basis of the authority granted under sec. 5.1 of the Articles of Association (Authorized Capital); any such credit will be made when the applicable resolution for increasing capital is adopted. The contingent capital increase will be carried out only to the extent that the holders of options (or creditors) or conversion rights or persons obligated to exercise their conversion or option rights under warrant-linked or convertible bonds, participation rights or participating bonds (or a combination of such instruments), which are issued in exchange for cash capital contributions and are issued or guaranteed on or before May 14, 2016 by the Company or by a downstream group enterprise of the Company based on the authorization granted to the management board by the annual general meeting resolution dated May 15, 2013, make use of their option or conversion rights. In addition, the contingent capital increase, in the event there is an obligation to exercise the option or conversion rights, will be carried out only to the extent that such obligations are satisfi ed or to the extent that the Company exercises an elective right – in complete or partial lieu of payment of the cash amount due – to grant its Company shares. The foregoing shall apply only if no cash compensation is granted or treasury shares or the shares of another publicly listed company are used to satisfy those obligations. The new shares will be issued in each case at the option or conversion price determined in accordance with the aforementioned authorization resolution. The new shares will have dividend rights beginning in the fi scal year in which they are created. The management board is authorized, with the consent of the supervisory board, to prescribe additional details regarding the implementation of the contingent capital increase.
23. Capital reserves
Capital reserves consist primarily of contributions of California Kleindienst Holding GmbH to WashTec AG as of January 1, 2000 in the amount of € 26,828k and € 18,019k, less € 1,774k in costs relating to capital increases, from the premium paid in connection with the capital increase in August 2005. In 2009, the capital reserve account was reduced when some of the Company's own shares were redeemed in the amount of € 9,464k.
24. Treasury shares
| Sh are s in its un |
Va lue sh are s in € k |
|
|---|---|---|
| As of J 1, 20 15 anu ary |
44 658 , |
41 7 |
| Ad dit ion s 2 015 |
54 9,9 88 |
12, 760 |
| As of De ber 31 , 20 15 cem |
59 4, 646 |
13, 177 |
| As of J 1, 20 14 anu ary |
44 658 , |
41 7 |
| Ad dit ion s 2 014 |
– | – |
| As of De ber 31 , 20 14 cem |
44 658 , |
41 7 |
Pursuant to a resolution adopted by the annual general meeting of shareholders on May 15, 2013, the Company is authorized, on or before May 14, 2016, to purchase up to 10% of the current registered share capital of € 40,000,000 for purposes other than trading in its own shares.
On the basis of this resolution and with the consent of the Company's supervisory board, the WashTec AG management board resolved to purchase up to 550,000 of its own shares (representing a 3.94% share of the registered share capital) in connection with a voluntary share buy-back off er. The off er period began on August 19, 2015 and ended on September 9, 2015.
Until September 16, 2015, the Company purchased 549,988 shares at a value of €12,760k in the current fi scal year. The number of outstanding shares thereby declined to 13,382,324 shares.
The Company reserves the right to cancel all or some of the repurchased shares.
25. Other reserves and currency translation eff ects
Other reserves consist of, above all, the recognition of actuarial gains and losses relating to pension provisions as well as the recordation of fi nancial instruments used as hedging devices:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Rec ord ed cha s in th e fa ir v alu f fi cia l in str ent nge e o nan um s d f ing hed use or g pu rpo ses |
– 7 22 |
– 7 22 |
| iff e fro inv in sid iar ies Exc han e d sub rat et est nts ge ren ces m n me |
– 1 ,7 69 |
– 1 ,13 1 |
| Ac ria l ga ins /lo s fr de fi n ed ben efi t nsi tua sse om pe ons mit d s im ilar ob liga tio nts com me an ns |
– 3 ,85 9 |
– 3 ,81 9 |
| De fer red lue ch niz ed dir ly ta ect xes on va ang es rec og in e ity qu |
1,3 45 |
1,4 55 |
| Oth er res erv es |
– 5 ,00 5 |
– 4 ,21 7 |
| Cu atio ff e nsl tra cts rre ncy n e |
2,1 43 |
812 |
| To tal |
– 2 ,8 62 |
– 3 ,40 5 |
The change in the currency diff erences from net investments in subsidiaries (€ –637k) as well as the actuarial gains and losses (€ 40k) together represent a total change of € 677k and refl ect the change in the expenses directly recognized in equity (and shown under the »other reserves« item in equity). The change in deferred taxes (€ –110k) reported under other reserves consists of the following: deferred taxes for actuarial gains and losses (€ 6k), deferred taxes for net investments in subsidiaries (€ –116k). The currency translation eff ects increased by € 1,330k.
26. Provisions for pensions
The provisions relate mainly to WashTec Cleaning Technology GmbH and WashTec Holding GmbH, Augsburg, Germany, and have been recognized in order to refl ect obligations arising from future and current benefi t entitlements to current and former employees and their survivors. The pension plan provides for retirement benefi ts (upon reaching the age of 63), early retirement and disability benefi ts. Employees must have served the Company for at least 10 years in order to be entitled to the benefi ts, with years of service taken into account only after the employee has reached the age of 30. The monthly retirement benefi t is derived from a fi xed amount multiplied by the number of pension-qualifying years of service. In addition, individual contractual terms and conditions apply.
The amount of the provision was computed using actuarial methods at a discount rate of 1.90% (prior year: 1.75%). As in the previous year, the annual cost-of-living increases continue to be measured at a rate of 1.5%. The anticipated return from reimbursement claims due to the existing liability insurance policies amounts to 1.90% (prior year: 1.75%). The »2005 G mortality tables«, published by Prof. Klaus Heubeck, were used as the biometrical basis of calculation. Staff turnover ratios were estimated according to age and sex and were taken from standard tables.
The number of pension benefi ciaries as of December 31, 2015 equaled 241 employees (prior year: 237 employees), and the total number of all persons holding a pension commitment is 381 employees (prior year: 388 employees). The new valuations include the eff ects of empirically-based adjustments in the amount of € –131k (prior year: € –50k).
All actuarial gains and losses were off -set against equity. In the recently completed fi scal year, the actuarial gains and losses equaled € 39k (prior year: € 1,651k). Actuarial gains and losses booked directly against equity as of December 31, 2014 totaled € –3,858k (prior year: € –3,819k).
In fi scal years 2014 and 2015, the cash value of the pension obligations developed as follows:
| in € k |
20 15 |
20 14 |
|---|---|---|
| of J As 1 anu ary |
9,8 93 |
8,3 28 |
| Cu di ff e rre ncy ren ces |
1 | 2 |
| sio id Pen ns pa |
– 4 98 |
– 5 00 |
| Se rvic in tin eri the od ost e c re por g p |
15 5 |
147 |
| Int st e ere xpe nse |
15 0 |
265 |
| ria ins Ac l ga d lo tua an sse s |
39 | 65 1, 1 |
| of As De ber 31 cem |
9,7 40 |
9,8 93 |
Details about changes in the actuarial gains and losses:
| in € k Ac ria l ga ins d l tua an oss es |
vis ion Pro s for nsi pe on s Pre alu t v sen e |
im Re bu rse Rig hts nt me Fai alu r v e |
To tal |
|---|---|---|---|
| Ga ins s fr d lo ch an sse om ang e in fi nci al a tio na ssu mp ns |
– 4 6 |
0 | – 4 6 |
| Exp eri ain nd los enc e g s a ses |
85 | 0 | 85 |
| To tal |
39 | 0 | 39 |
The claims held against the relief fund and the employer's liability insurance policies taken out in order to cover the lives of the qualifying employees have an indemnity or reimbursement quality.
In order to hedge or secure obligations arising from pensions, only reinsurance policies will be executed. No investments are made in real estate, stocks or similar assets. The development of the so-called »reimbursement rights« in 2014 and 2015 can be shown in the following table:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Fai lue of imb cla ims of Ja 1 ent r va re urs em as nua ry |
41 4 |
40 0 |
| Exp ed ect ret urn |
12 | 14 |
| Ac ria l ga ins d lo tua an sse s |
0 | 0 |
| Fai im im alu f re bu cla f D mb 31 nt r v e o rse me s a s o ece er |
6 42 |
414 |
Sensitivities pursuant to IAS 19 for pension obligations:
Risks under the pension obligations arise mostly from an increase in the life expectancies of the pension benefi ciaries, which has led to an increase in the pension provision.
The following table shows the sensitivities (the calculations are based on the project unit method) based on current assumptions regarding the possible change in the discount rates, cost-of-living increases and the life expectancy. All other variables are kept constant.
| Im n d efi t o pac liga tio ob (DB ns |
ned be nefi t O) |
||
|---|---|---|---|
| ion As pt sum s |
Ch ang e |
20 15 |
20 14 |
| Life tan ex pec cy |
Inc by 1 y rea se ear |
6.0 % |
5.3 % |
| Co of- livi adj st- ust nt ng me |
Inc by 0.2 5% rea se |
2.0 % |
1.8 % |
| Int st r ate ere |
Inc by 0.2 5% rea se |
.6% – 2 |
– 2 .7% |
| Int st r ate ere |
De by 0. 25 % cre ase |
2.7 % |
2.8 % |
The average residual period of the pension obligations is approximately 10.5 years (prior year: approx. 10.5 years).
The following table shows the expected payments for pension benefi ts:
| in € k |
< 1 ye ar |
1–5 ye ars |
> 5 ye ars |
To tal |
|---|---|---|---|---|
| sio efi t Pen n b en s |
46 9 |
46 2,1 |
651 7, |
66 10 ,2 |
27. Other provisions
| in € k |
As of |
dit ion Ad |
iliz ati Ut on |
Re lea se |
ssi Re cla |
Cu rre ncy |
As of |
nt cu rre |
ent no n-c urr |
vis ion Pro |
s in 20 14 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jan 1, uar y 20 15 |
fi c ati on |
tra nsl ati on eff ect s |
De ber , 3 1 cem |
nt cu rre |
ct no n-c urr en |
|||||||
| Pre tire nt -re me |
2,5 23 |
37 8 |
– 5 57 |
0 | 0 | 0 | 2,3 43 |
1,1 99 |
1,1 45 |
1,5 26 |
997 | |
| Wa nty rra |
10 ,04 5 |
4,7 63 |
– 4 ,93 9 |
– 1 ,34 7 |
0 | 12 | 8,5 34 |
8,5 12 |
22 | 10 ,01 5 |
30 | |
| Re rch ob pu ase |
liga tio ns |
2,8 67 |
61 4 |
– 2 90 |
0 | 0 | 0 | 3,1 91 |
854 | 2,3 38 |
44 3 |
2,4 24 |
| Res rin tru ctu g |
86 8 |
65 2 |
– 6 48 |
– 6 3 |
0 | 0 | 809 | 809 | 0 | 86 8 |
0 | |
| Oth er |
2,0 24 |
28 0 |
– 4 94 |
– 1 88 |
0 | – 2 2 |
1, 600 |
1,5 80 |
20 | 2,0 04 |
20 | |
| 20 15 Tot al 20 14 |
18, 327 |
6, 687 |
– 6 ,92 8 |
– 1 ,59 8 |
0 | – 1 0 |
16 ,47 8 |
12 ,95 4 |
3,5 24 |
– | – | |
| 16, 679 |
9,4 58 |
– 7 ,02 2 |
– 9 05 |
0 | 11 7 |
18 ,32 7 |
– | – | 14 ,85 6 |
3,4 71 |
The provision for pre-retirement was calculated in accordance with IAS 19 »Employee Benefi ts«. The calculation was based on an interest rate of 0.25% (prior year: 0.5%) and an annual salary increase of 1.5% (prior year: 1.5%).
The provision for warranty obligations is recognized based on past experiences. The assumptions used as a basis for calculating the provision of warranties were founded on current sales levels and on the currently available information about repairs and returns for the sold products during the warranty period. It is expected that these costs will be incurred during the warranty period after the balance sheet date.
The provision for restructuring measures totaled € 809k (prior year: € 868k) and included mostly provisions for planned personnel measures.
The provision for repurchase obligations is computed on a rolling basis and takes into account the contractual obligations to repurchase and refurbish equipment previously sold to oil companies. In general, these obligations are secured by aval guarantees.
The other provisions totaling € 1,600k (prior year: € 2,024k) relate, above all, to provisions for legal and consulting costs in the amount of € 846k (prior year: € 1,018k) as well as provisions for onerous contracts in North America in the prior year in the amount of € 0k (prior year: € 336k).
From the WashTec Group's perspective, as of the balance sheet date, contingent liabilities consisted primarily of contractual performance obligations and potential expenses in connection with repurchasing equipment in the amount of € 1,088k (prior year: € 894k), with the likelihood that such liabilities would arise estimated at less than 50%.
28. Interest-bearing loans
| in € k |
20 15 |
20 14 |
|---|---|---|
| Cu int bea rin loa nt st- rre ere g ns |
5,2 69 |
252 |
| in ari To tal -be loa ter est ng ns |
5,2 69 |
252 |
The WashTec Group has credit lines totaling € 51.1m. They consist primarily of a revolving credit facility with a term ending December 30, 2018. The principal borrower is WashTec Cleaning Technology GmbH; it has access to a € 50.0m credit line consisting of a working capital credit facility in the amount of € 44.0m, which can be drawn upon up to an amount of € 8.0m in the form of a bilateral line as overdraft credit line or an aval credit line, and an additional aval guarantee facility of € 6.0m.
As of December 31, 2015, € 6.7m (prior year: € 5.7m) of the aval guarantee facility as well as a short-term loan in the amount of € 5.3m which (as in the prior year) consisted entirely of overdraft account liabilities, had been utilized. The non-utilized portion of the credit facility, which could be drawn upon for future operations and for fulfi lling obligations, is € 39.1m (prior year: € 45.3m) as of the balance sheet date.
The syndicated loan contains conditions and covenants. During the term of the contract, WashTec is bound by covenants to maintain a defi ned equity ratio and gearing ratio. No security has been provided under the loan agreement.
The interest rate for the loan is variable and is linked to EURIBOR and to an interest margin, which in turn is tied to the operating performance of the Company.
The costs for extended aval guarantees are based on the interest margin, less a discount of 0.40% plus a fronting fee in the amount of 0.125%. The overdraft facility bears interest according to the applicable conditions of the relevant banks at the time it is utilized. In the reporting year, the interest rates range between 0.90% and 2.25%.
In connection with structuring the fi nancing, a discount was calculated using the eff ective interest method in accordance with IAS 39. The amounts included under interest expense for the amortization of the discount equaled € 69k (prior year: € 69k).
29. Lease liabilities
Finance leases
Equipment manufactured by WashTec is sold to a leasing company and then leased back by the WashTec Group which, in turn, makes the machines available to its customers (specifi cally to larger operator groups or oil companies) under an operator model in exchange for a compensation based on the number of washes. The agreements between the leasing company and WashTec are treated as fi nance leases pursuant to IAS 17 because WashTec bears substantially all the economic risks and rewards incidental to ownership.
As a rule, the lease-back contracts have a term of approximately 5–7 years, whereas the contracts that WashTec Group has with its customers have terms of up to 10 years. The gains from the sale are amortized over the life of the lease.
The sale-and-leaseback contracts that are related to equipment generally include a purchase option at the end of the term as well as an option to extend the contract. Price adjustments during the term of the lease may not be made.
The Group has concluded sale-and-leaseback contracts and lease-purchase agreements primarily for wash systems under the operator model.
| Lea du nt se pay me e in € k |
< 1 ye ar |
1–5 ye ars |
> 5 ye ars |
To tal |
|---|---|---|---|---|
| Mi nim lea nt 2 015 um se pay me |
1, 699 |
2,9 48 |
34 | 4, 68 1 |
| fo Int r le st e ere xpe nse ase liab ility isti the ex ng on tive ba lan she et d ate res pec ce |
145 | 15 4 |
0 | 29 9 |
| Cas h v alu f m inim lea e o um se nt 2 015 pay me |
1,5 54 |
2,7 94 |
33 | 4,3 81 |
The minimum lease payments for these fi nance lease liabilities are as follow:
| Lea du nt se pay me e in € k |
< 1 ye ar |
1–5 ye ars |
> 5 ye ars |
To tal |
|---|---|---|---|---|
| Mi nim lea nt 2 014 um se pay me |
2,1 01 |
3,8 90 |
93 | 6,0 84 |
| fo Int r le st e ere xpe nse ase liab ility isti the ex ng on tive ba lan she et d ate res pec ce |
198 | 21 8 |
3 | 41 9 |
| Cas h v alu f m inim lea e o um se nt 2 014 pay me |
1,9 03 |
3, 672 |
90 | 5, 665 |
Operating Lease
The obligations owed under the operating leases as of the balance sheet date are shown below in thousands of euro (€k) and classifi ed according to their maturities:
| Ye ar |
< 1 ye ar |
1–5 ye ars |
> 5 ye ars |
To tal |
|---|---|---|---|---|
| 20 15 |
9,8 15 |
12 ,48 7 |
25 1 |
22 ,55 3 |
| 20 14 |
9,8 42 |
13 ,15 1 |
6 10 |
23 ,09 9 |
These leases relate primarily to buildings and service vehicles that are replaced with new lease contracts at the end of the term.
30. Liabilities
| in € k |
20 15 |
20 14 |
|---|---|---|
| Tra de abl pay es |
7,5 42 |
5,9 50 |
| cei Pre ved der nts pay me re on or s |
6,7 98 |
608 4, |
| ies Tax and lev es |
4,7 45 |
5,7 72 |
| Lia bili ties fo cia ity l se r so cur |
1,1 78 |
95 1 |
| Oth liab ilit ies er |
32 ,54 5 |
29, 578 |
| To tal |
52 ,80 8 |
46, 859 |
| of w hic h n t (d >1 r) on- cur ren ue yea |
46 1,3 |
2,0 33 |
| of w hic h c (d <1 r) ent urr ue yea |
462 51, |
826 44, |
Liabilities arising from trade payables, taxes and levies and for social security are generally due within 90 days.
The liabilities for taxes and levies consist primarily of the unpaid value added tax.
Other liabilities due within one year include debtor accounts with credit balances in the amount of € 1,104k (prior year: € 846k), liabilities to employees for such benefi ts as vacation, overtime work, travel expenses, etc. in the amount of € 15,345k (prior year: € 14,550k), and accruals for miscellaneous debts totaling € 10,303k (prior year: € 9,017k), which resulted from missing invoices on services already performed, as well as for credits to be granted in the service division.
31. Deferred income
Deferred income totaling € 8,997k (prior year: € 8,239k) related primarily to the recognition of revenues in the periods to which they relate.
32. Financial risk management objectives and methods
The main risks arising from the Group's fi nancial instruments involve interest-based cash fl ow, as well as liquidity, currency and credit risks.
It is the Company's policy to avoid or mitigate these risks as far as possible. All hedging measures are largely coordinated and implemented centrally. For example, on a regular basis, WashTec identifi es all items that are subject to interest and foreign exchange rate risks, assesses the probability of the occurrence of negative developments for the Company and makes any decisions required to avoid or reduce the corresponding interest and/or currency positions. The current and future liquidity situation is managed in a timely manner using a monthly rolling consolidated liquidity plan on an annual basis. In order to hedge against interest risks that result from the Group's business activities and from its fi nancing resources, the Company has derivative fi nancial instruments at its disposal.
In accordance with internal Group policy, derivatives are generally not traded.
All risk types, to which the Group is exposed, and the strategies and procedures for managing these risks, are described below.
Interest rate risk
In the WashTec Group, interest rate risks are primarily connected with interest-bearing loans. During the prior year, derivative fi nancial instruments were held in the form of interest rate swaps.
The fair value of the interest rate swaps as of December 31, 2015 is € 0k (prior year: € – 482k) and had been reported in the prior year under other current liabilities.
Cash fl ow hedge
The base interest rate under the loan agreement is variable and tracks the EURIBOR 1-month rate. As of December 31, 2014, there were a total of two interest rate swaps with terms each ending December 31, 2015 and a nominal volume of € 12,267k and € 6,133k, respectively, which served to hedge exposure to fl uctuations under the loan's variable, EU-RIBOR-linked interest rates. Under the swap contracts, the entity paid fi xed interest on the loan amount and in return received a fl oating-rate interest on the same principal. The interest rate swaps served to hedge the underlying obligation. For these two swaps, the interest rates were set at 2.580% and 2.572%, respectively. The cash fl ow from the interest rate swaps was expected to be distributed throughout the term of the agreement.
As of December 31, 2014, the interest rate swaps were designated as a hedge. This hedge was classifi ed as ineff ective. For this reason, an amount totaling € – 492k (prior year: € – 453k) was recognized in the income statement (fi nancial result) in the fi scal year. The assessment of the fi nancial instruments for interest rate hedges resulted in income in the amount of € 482k in the reporting year (prior year: € 376k).
The following table shows for fi scal year 2015 the sensitivity of the consolidated net income before taxes based on a change, which is considered reasonably conceivable, in the interest rate of the variable interest loan. All other variables remain constant. Signifi cant eff ects on the consolidated equity do not exist. As of December 31, 2014, no bank liabilities were projected for the upcoming year, which meant that a change in the EURIBOR had no impact on the consolidated net income.
| OR 20 15 EU RIB |
||||
|---|---|---|---|---|
| Inc se/ dec rea rea se in b asi oin ts s p |
10 | 15 | –1 0 |
–15 |
| Eff rofi bef t/lo ect s o n p ss ore in € k tax es |
10 | 16 | –1 0 |
6 –1 |
| OR 20 14 EU RIB |
||||
| Inc se/ dec rea rea se in b asi oin ts s p |
10 | 15 | –1 0 |
–15 |
| Eff rofi t/lo bef ect s o n p ss ore in € k tax es |
0 | 0 | 0 | 0 |
Currency risk
Fluctuations in the USD/EUR exchange rate could have a material eff ect on the consolidated net income because a large share of the business is conducted by the subsidiary in the United States. To avoid these currency risks, foreign exchange forwards are used that were concluded in June of 2011 and that have diff erent maturities, in some cases with a six-month term option. The last maturity date is June 30, 2016. The changes in the fair value of the hedging instrument and the underlying transaction are recognized as profi t or loss in the income statement.
Net investments in foreign operations
The Group holds non-current loan receivables against its subsidiary, Mark VII. As of December 31, 2015, net investments equaled USD 4.0m. The American subsidiary has longterm CAD-denominated loan receivables against the Canadian subsidiary. As of December 31, 2015, this account remained unchanged at CAD 7.8m. Accordingly, the currency translation eff ects of these loans are recognized in equity.
Operating risks that arise from additional individual transactions in a foreign currency were considered insignifi cant for the Group given their low volume.
The following table shows the sensitivity of the consolidated net income before taxes (based on the change in the fair values of monetary assets and liabilities) and the consolidated equity of the Group (due to the hedge of net investments) to a reasonable possible change in the EUR/USD exchange rate. All other variables are kept constant.
| 20 15 |
Ra nd US D te tre |
– 5 % |
5% |
|---|---|---|---|
| Eff inc e b efo in € k ect et re t s o n n om ax |
–13 3 |
13 3 |
|
| Eff ity in € k ect s o n e qu |
18 4 |
–1 84 |
|
| 20 14 |
US Ra nd D te tre |
– 5 % |
5% |
| Eff inc efo in € e b k ect et re t s o n n om ax |
–1 97 |
19 7 |
|
| Eff ity in € k ect s o n e qu |
16 5 |
65 –1 |
Liquidity risk
Ensuring that the WashTec entities are solvent at all times is a key corporate business objective. Thanks to the cash management system in place, which includes such features as a rolling consolidated liquidity planning on an annualized basis, potential bottlenecks are rendered transparent in a timely manner and appropriate steps are initiated. Non-utilized credit lines ensure the supply of liquidity. The working capital facilities were granted by the syndicate banks of the WashTec Group subject to the joint and several liability of WashTec Cleaning Technology GmbH, as the borrower, and the joint liability of other
Group companies. For additional details, please see Note 28 (»Interest-bearing loans«). The WashTec Group is fi nanced primarily via the WashTec Cleaning Technology GmbH, which also has the largest funding requirements as the Group's most important operating company.
The following table shows for the upcoming fi scal years all the contractually stipulated, non-discounted payments used for the repayment of interest, principal and other items arising fi nancial liabilities recognized on the balance sheet as of December 31, 2015.
The table includes all instruments, which were on the books as of December 31, 2015 and for which payments have already been agreed. Amounts in foreign currency were translated at the closing rates. The variable interest payments under the fi nancial instruments, above all from the loan, were calculated using the anticipated interest rates. Financial liabilities, which are repayable at any time, are always included in the earliest repayment category.
| in € k |
Ca ing rry |
|||
|---|---|---|---|---|
| val in 2 015 ue |
16 20 |
20 17 – 2 019 |
ff . 20 20 |
|
| rin Int bea loa st- ere g ns |
69 5,2 |
69 5,2 |
0 | 0 |
| Fin asi liab ilit ies e le anc ng |
4,3 81 |
699 1, |
2,9 48 |
34 |
| Tra de abl pay es |
7,5 42 |
7,5 42 |
0 | 0 |
| Oth fi n ial liab ilit ies er anc |
17 ,03 1 |
17 ,03 1 |
0 | 0 |
| riva tive fi n ial liab ilit ies De anc |
31 2 |
31 2 |
0 | 0 |
| in € k |
Ca ing rry |
Ca sh fl o ws |
||||
|---|---|---|---|---|---|---|
| in lue 20 14 va |
20 15 |
20 16 – 2 018 |
20 19 ff . |
|||
| Int bea rin loa st- ere g ns |
25 2 |
25 2 |
0 | 0 | ||
| Fin e le asi liab ilit ies anc ng |
665 5, |
2,1 01 |
3,8 90 |
93 | ||
| Tra de abl pay es |
5,9 50 |
5,9 50 |
0 | 0 | ||
| Oth fi n ial liab ilit ies er anc |
,93 14 5 |
,93 14 5 |
0 | 0 | ||
| De riva tive fi n ial liab ilit ies anc |
91 3 |
64 5 |
26 8 |
0 |
Credit risks
The Group trades with creditworthy third parties only. In order to keep the del credere risk as low as possible, if the customer does not have a fi rst-rate credit rating, then orders are subject to strict constraints. For new regional customers, the Company requests evidence of credit standing or proof of fi nancing. We assume that the bad debt allowances are suffi cient to cover the actual risks.
There are no signifi cant concentrations of credit risks in the Group. A concentration of the credit risk will be assumed, if a single customer or an oil company makes up more than 10% of the revenues. Revenues generated with a certain large customer accounted for minimally more than 10% of the total revenues. However, there is no increased credit risk.
With respect to credit risk arising from the other fi nancial assets of the Group, such as cash and cash equivalents and other fi nancial assets, the maximum credit risk in the event of a default by a counterparty is the carrying amount of these instruments.
Capital management
The Group's capital management activities are primarily aimed at maintaining a high credit rating and a good equity ratio in order to support its operations and maximize its shareholder value. The Group manages its capital structure and makes adjustments in response to the changes in economic conditions. The Group monitors capital using appropriate fi nancial ratios like debt-to-equity (gearing) ratio, which corresponds to the ratio of net fi nancial liabilities to an operating result as defi ned in the agreement underlying the interest-bearing loan. Under this defi nition, the debt-to-equity ratio may not exceed 2.5 and was 0.04 for 2015 (prior year: –0.34). Net fi nancial liabilities comprise interest-bearing loans and liabilities for fi nance leases, less cash and cash equivalents. At the close of 2015, the net fi nancial liabilities amounted to € 1,869k (prior year: € –9,758k). In addition, WashTec's equity must be at least 35% of the balance sheet total (which includes the treasury shares) as of the end of each quarter. The equity ratio according to the loan agreement was 45.99% (prior year: 49.04%).
All covenants have been met as of the balance sheet date.
33. Financial instruments – additional information
The following table, which is derived from the relevant balance sheet items, shows the connection between the classifi cation and the carrying values of the fi nancial instruments.
Carrying values, valuation approaches and fair value measurement categories:
| in € k |
Me ent asu rem |
Ca ing rry |
Ba lan she ce |
ion val et uat un |
S 3 de r IA 9 |
Ba lan she et ce |
Fai r V alu e |
||
|---|---|---|---|---|---|---|---|---|---|
| cat ego ry S 3 de r IA 9 un |
val ue De c 3 1, 2 015 |
ize Am d ort t cos |
Fai r V alu e in uit eq y |
Fai r V alu e thr h ou g fi t los pro or s |
ion val uat S 1 de r IA 7 un |
De c 3 1, 2 015 |
Lev el |
||
| As set s |
|||||||||
| Cas h a nd h e iva len ts cas qu |
LaR | 7,7 81 |
7,7 81 |
– | – | – | 7,7 81 |
||
| eiv Tra de abl rec es |
LaR | 47, 771 |
47, 771 |
– | – | – | 47, 771 |
||
| Oth fi n ial ets er anc ass |
LaR | 809 | 809 | – | – | – | 809 | ||
| Lia bil itie s |
|||||||||
| Tra de abl pay es |
FLA C |
7,5 42 |
7,5 42 |
– | – | – | 7,5 42 |
||
| Int bea rin loa st- ere g ns |
C FLA |
69 5,2 |
69 5,2 |
– | – | – | 69 5,2 |
||
| Oth fi n ial liab ilit ies er anc |
FLA C |
031 17, |
031 17, |
– | – | – | 031 17, |
||
| Fin asi liab ilit ies e le anc ng |
n.a | 4,3 81 |
– | – | – | 4,3 81 |
4,3 81 |
||
| De riva tive fi n ial liab ilit ies anc |
FVt hP/ L |
312 | – | – | 31 2 |
– | 312 | 2 | |
| tio rie Ag ted IAS 39 nta nt cat gre ga pr ese n p er m eas ure me ego s |
|||||||||
| cei Loa and Re vab les (L aR ) ns |
56, 361 |
56, 361 |
– | – | |||||
| Fin ial Lia bili ties M d a t A rtiz ed Co st ( FLA C) anc eas ure mo |
29, 842 |
29, 842 |
– | – | |||||
| Fai r V alu e T hro h P rofi t/L (F Vth P/L ) ug oss |
312 | – | – | 312 |
| in € k |
Me ent asu rem |
ing Ca rry |
Ba lan she ce |
ion val et uat un |
de r IA S 3 9 |
Ba lan she et ce |
Fai r V alu e |
IFR S 1 3 |
|---|---|---|---|---|---|---|---|---|
| cat ego ry de r IA S 3 9 un |
val ue De c 3 1, 2 014 |
ize Am d ort t cos |
Fai r V alu e in uit eq y |
Fai r V alu e thr h ou g fi t los pro or s |
ion val uat de r IA S 1 7 un |
De c 3 1, 2 014 |
Lev el |
|
| As set s |
||||||||
| Cas h a nd h e iva len ts cas qu |
LaR | 674 15, |
674 15, |
– | – | – | 674 15, |
|
| Tra de eiv abl rec es |
LaR | 43, 076 |
43, 076 |
– | – | – | 43, 076 |
|
| Oth fi n ial ets er anc ass |
LaR | 982 | 982 | – | – | – | 982 | |
| Lia bil itie s |
||||||||
| Tra de abl pay es |
FLA C |
5,9 50 |
5,9 50 |
– | – | – | 5,9 50 |
|
| rin Int bea loa st- ere g ns |
FLA C |
252 | 252 | – | – | – | 252 | |
| Oth fi n ial liab ilit ies er anc |
C FLA |
14, 935 |
14, 935 |
– | – | – | 14, 935 |
|
| Fin e le asi liab ilit ies anc ng |
n.a | 5,6 64 |
– | – | – | 5,6 64 |
5,6 64 |
|
| De riva tive fi n ial liab ilit ies anc |
FVt hP/ L |
913 | – | – | 913 | – | 913 | 2 |
| Ag ted tio IAS 39 rie nta nt cat gre ga pr ese n p er m eas ure me ego s |
||||||||
| Loa and Re cei vab les (L aR ) ns |
59, 732 |
59, 732 |
– | – | ||||
| Fin ial Lia bili ties M d a t A rtiz ed Co st ( FLA C) anc eas ure mo |
21, 137 |
21, 137 |
– | – | ||||
| Fai rofi r V alu e T hro h P t/L (F Vth P/L ) ug oss |
913 | – | – | 913 |
Due to their short terms, the fair values of trade receivables, trade payables and cash and cash equivalents as well as other fi nancial liabilities generally match their carrying values. The fair value of the liabilities from fi nance leasing and loans has been calculated by discounting the projected future cash fl ows at the current market interest rates.
Foreign exchange forwards are measured at fair value using the anticipated exchange rates that are quoted on a regulated market. Interest rate swaps are measured at fair value using the anticipated interest rates under recognizable yield curves.
The fair value of the fi nancial instruments is classifi ed according to maturities as follows:
| in € k |
De c 3 1, 2 015 |
De c 3 1, 2 014 |
|---|---|---|
| No ent n-c urr |
0 | 164 |
| Cu nt rre |
31 2 |
749 |
| To tal |
312 | 913 |
Net results according to measurement categories
The following table shows the net profi ts and losses from fi nancial instruments based on the categories set forth in IAS 39:
| in € k |
20 15 |
20 14 |
|---|---|---|
| Loa and cei vab les ns re |
17 8 |
–1 0 |
| Fin ial liab ilit ies d a rtiz ed t a t anc m eas ure mo cos |
–1, 176 |
–2 78 |
The net result in the category »Loans and receivables« is attributable primarily to foreign currency valuation and allowances, and the net result in the category »Financial liabilities valued at amortized costs« is attributable primarily to interest expenses and foreign currency valuation.
Other notes
34. Compliance statement pursuant to §161 AktG
WashTec AG has issued the statement required under § 161 AktG for fi scal year 2015 and has made the statement available to its shareholders at www.washtec.de.
The management board approved the consolidated fi nancial statements on March 23, 2016 and has forwarded them directly to the supervisory board for review.
The separate fi nancial statements and the consolidated fi nancial statements are expected to be approved at the supervisory board meeting on March 23, 2016.
35. Auditor's fees
The following fees were incurred in the reporting year for services rendered by the annual account auditors (PricewaterhouseCoopers AG, Wirtschaftsprüfungsgesellschaft, Munich, Germany):
| in € k |
20 15 |
20 14 |
|---|---|---|
| An l ac dit ing nts nua cou au |
28 0 |
227 |
| Oth fi rm atio er con ns |
35 | 31 |
| Oth vic er ser es |
0 | 2 |
| To tal |
315 | 260 |
36. Information about the Company's governing bodies
Management board
| Na me |
ssi sid Pr ofe on , re en ce |
Ma de nt rtm ts na ge me pa en |
|---|---|---|
| Dr . V olk Zim er me rm an n |
Me ch ica l E ine M ich an ng er, un |
Su ly Ch ain De lop Se rvi Su nt, ort pp ve me ce pp , , |
| (si e F eb 1, 20 15 ) nc rua ry |
Qu ali Pu rch asi ty, ng |
|
| ine Ka rol Ka lb |
At t-la Au bu tor ne y-a w, gs rg |
Co lia Hu n R Inv est ma eso urc es, mp nc e, or |
| ion Sp ial jec Re lat Pro ts s, ec |
||
| Ra ine r S ing pr s |
Dip lom -Ka ufm n [ »D ip l-K fm .«] an |
Fin d I T an ce an |
| (si e F eb 1, 20 15 ) nc rua ry |
(Bu sin G rad e), A sb uat ess ug urg |
|
| Ste ha n W eb p er |
Dip lom -In nie [»D ip l-In ] ge ur g.« |
Sa les d S ice Pro du Ma ct nt, an erv na ge me , |
| (si e J 1, 20 15 ) nc an ua ry |
(En ine eri G rad e), W he uat ert g ng r |
Ma rke tin g |
| . Jü Dr n R ter t rge au |
ieu Do kto r-I r [» Dr .-In ] ng en g.« |
Su Ch ain ly Pro du Ma D lop ct nt, pp na ge me eve , |
| (th h J 30 20 15 ) rou g an ua ry , |
ine eri ide (En D te) He lbe oct g ng ora rg , |
Q lity Fi Hu n R d I T nt, me ua ma eso urc es, na nce an , |
Supervisory board
| Na me |
Pr ofe ssi sid on , re en ce |
Me mb hip the iso bo ard ers s o n o r s up erv ry s nd d b law ate ma y |
Me mb hip im ila r fo rei d d ers s o n s gn an om e sti ing bo die f b ine ise ter c g ov ern s o us ss en pr s |
|---|---|---|---|
| Dr . G ün B las ch ke ter |
Bu sin n [ Ka ufm n], B hlo ess ma an uc e |
no ne |
no ne |
| ich Ulr Be llg ard t |
sin Gm So Bu ult bc bH lot hu t u ess co ns an rn, , Sc eiz hw |
no ne |
no ne |
| Jen s G roß e-A lle rm an n |
Me mb of the M t b rd of er an ag em en oa »In tak tie llsc ha ft f ür lan fris tig tm ves en ng ese g e Inv TG V est ore n« |
FP M De ch e I llsc ha ft m it uts est ntg nv me ese Te ilg llsc ha fts ög Fra nk fur t ese ve rm en , |
no ne |
| Dr . S öre n H ein |
Ma ing di of Co nd Ri sk Dr ive tor na g rec mp ou s Gm bH Mu nic h , |
no ne |
no ne |
| Ro lan d L he ac r |
Ind de bu sin Ge lnh nt ep en ess ma n, au se n Me erh olz |
CB J C tic H old ing AG Mü he n ( ch air os me nc ma n , of the rvi bo ard til No 20 ) v 4 15 su pe so ry un , |
no ne |
| Dr . H s L ieb ler an |
Inv Ma Gr äfe lfi n est nt me na ge r, g |
AU GU ST A T hn olo ie A G, Mu nic h " ec g (M be f th iso bo ard /de ty em r o e s up erv ry pu ch air nti l Ja n 1 9, 20 15 ) ma n u Gr r A G, Am be (m be f th " am me rg em r o e rvi bo ard ) su pe so ry |
erk N.V Am rda Th tow sta ttg ste au rou p m, e ., Ne the rla nd s ( mb of the rvi bo ard ) me er su pe so ry |
| SK W Sta hl AG Mu nic h ( mb of the " me er , rvi bo ard til No v 3 0, 20 ) 15 su pe so ry un |
37. Information about related-party transactions
In fi scal year 2015, the WashTec Group was impacted by the disclosure obligation under IAS 24 solely as it pertains to business transactions with members of the management board and supervisory board as well as with former members of the management board. The terms and conditions of the transactions refl ected arms-length transactions.
Management board
Remuneration of the management board
The supervisory board shall determine and regularly review the remuneration and remuneration system of the WashTec AG management board. In conformity with the Code, the remuneration system is, as a whole, structured in such a way as to take account of the duties of the respective management board member, his or her personal performance, and the performance of the management board as a whole, as well as the Company's economic situation, success and prospects for the future as well as the conventionality of the remuneration when comparing it with peer groups and the remuneration structure which otherwise prevails in the Company. In this regard, the supervisory board takes into account, even over time, the management board remuneration relative to the compensation of senior management and of the staff members as whole.
The remuneration of the members of the management board comports with the statutory requirements of the German Stock Corporation Act and with the recommendations and suggestions contained in the Code. The remuneration system was last discussed by the supervisory board at its meeting of December 15, 2015 and adopted by resolution, including the major elements of remuneration (sec. 4.2.2 para. 1 of the Code). The overall remuneration of the members of the management board is made up of monetary and non-monetary as well as fi xed and variable components, and in general, is directly tied to the sustained development of the Company. All of the components of remuneration are structured in such a way that each of them is reasonable both by itself and in the aggregate, and that they do not encourage the taking of unreasonable risks.
Fixed salary
The four acting members of the management board were paid a fi xed non-performance related salary totaling € 1,013,678 (prior year: [two acting members of the management board]: € 611,955) for the year 2015. The fi xed remuneration also includes benefi ts in-kind consisting, in particular, of the provision of company cars and insurance coverage. The fi xed elements of remuneration ensure that the management board members receive basic compensation permitting them, as they go about discharging their duties, to act both in accordance with the well-understood best interests of the Company and with the due diligence of a prudent business person [ordentliche Kaufmann], without becoming dependent on purely short-term objectives for success.
Short-term variable remuneration – performance related components
The existing management board contracts provide for a management board remuneration that fully accords with the recommendations of the Code. The variable remuneration components here include short-term components linked to the achievement of various targets to be determined by the supervisory board. They should serve as an incentive mechanism for the management board and should be tied to the business performance of WashTec AG. The short-term, variable annual remuneration tracks the strategic and/or operational and/ or fi nancial targets that are set each year by the supervisory board.
Components providing long-term incentive
The current management board contracts provide for management board remuneration that fully satisfi es the recommendations of the Code. The long-term variable remuneration is based on a strategic and/or fi nancial and/or operating targets that are independently set by the supervisory board and have a multi-year assessment foundation. The remuneration is divided into two components that are based on identical objectives and chronological parameters. In this respect, the long-term components (a), the amount of which matches the respective short-term variable remuneration, can be doubled to the extent that the respective management board member invests the relevant amount in shares of the Company (b). The incentive phase runs from January 1, 2015 through December 31, 2017. Payments due at the of the incentive phase are dependent on the achievement of the agreed targets and the share price at the respective date.
Ms. Kalb will receive long-term variable remuneration for fi scal years 2015 and 2016, if the employment contract with her is not renewed.
By setting challenging targets, management board members were and are being granted a variable component of remuneration that takes into account both favorable and unfavorable developments (sec. 4.2.3, para. 2 of the Code). Under the Long Term Incentive Plans (LTIP), the ROCE and Total Shareholder Return were established as target benchmarks.
Recommendations of the German Corporate Governance Code
In accordance with section 4.2.5 para. 3 of the German Corporate Governance Code, the remuneration granted to each individual member of the management board, the received income and the pension expense are set forth individually in the tables below. The information about the grant and received income is separated according to fi xed and variable compensation components and supplemented by information regarding the pension expense.
The fi xed compensation components include the non-performance-related fi xed salaries and incidental benefi ts. The variable performance-related compensation components are divided between the one-year variable compensation and the multi-year components of variable compensation.
| Gra d r tio nte em un era n in € |
Dr. Vo lke r Z im me rm an n Ch air Ma Bo ard ent nag em ma n of Feb 1, 20 15 as |
||||
|---|---|---|---|---|---|
| 20 15 |
|||||
| Fix ed sal ary |
30 2,5 00 |
30 2,5 00 |
30 2,5 00 |
||
| ide Inc l be nefi nta ts |
14 ,05 1 |
14 ,05 1 |
14 ,05 1 |
||
| To tal |
31 6,5 51 |
31 6,5 51 |
31 6,5 51 |
||
| On ria atio n1 ble e-y ear va co mp ens |
155 ,83 3 |
15 5,8 33 |
15 5,8 33 |
||
| Mu lti- ria ble atio yea r va co mp ens n (lo s) ter ent ng- m c om pon |
72 8,0 97 |
0 | 1,0 20, 000 |
||
| To tal |
1,2 00, 48 1 |
47 2,3 84 |
1,4 92, 384 |
||
| sio Pen n e xpe nse |
0 | 0 | 0 | ||
| ion To tal rat re mu ne |
1,2 00, 48 1 |
47 2,3 84 |
1,4 92, 384 |
1 Guaranteed annual bonus
As »granted remuneration«, the multi-year variable compensation is shown at the commitment value at the time the grant was made. For the Long Term Incentive Plan (LTIP), the »granted remuneration« equals the fair market value at the time the grant was made. Information about the individually achieved minimum and maximum remuneration is added to the compensation components.
The »received income« (»Zufl uss«) shown for the reporting year includes the fi xed and variable compensation components that were actually paid out in the reporting year.
| tio Gra d r nte em un era n in € |
ine Ka rol Ka lb Ma Bo ard M ber ent nag em em of No v 1 , 20 13 as |
||||||
|---|---|---|---|---|---|---|---|
| 20 15 |
Mi 20 15 n |
20 15 Ma x |
20 14 |
||||
| Fix ed sal ary |
21 0,0 00 |
21 0,0 00 |
21 0,0 00 |
18 0,0 00 |
|||
| Inc ide l be nefi nta ts |
11 ,7 69 |
11 ,7 69 |
11 ,7 69 |
16 ,32 6 |
|||
| To tal |
69 22 1,7 |
69 22 1,7 |
69 22 1,7 |
6,3 26 19 |
|||
| n1 On ria ble atio e-y ear va co mp ens |
90, 000 |
30 ,00 0 |
13 5,0 00 |
10 0,0 00 |
|||
| lti- ria atio Mu ble yea r va co mp ens n (lo s) ter ent ng- m c om pon |
32 1,2 03 |
0 | 40 4, 640 |
0 | |||
| Sp eci ium tim al p (o e) rem ne- |
20 ,00 0 |
20 ,00 0 |
20 ,00 0 |
0 | |||
| To tal |
65 2,9 72 |
27 1,7 69 |
78 1,4 09 |
29 6,3 26 |
|||
| sio Pen n e xpe nse |
0 0 0 |
||||||
| ion To tal rat re mu ne |
65 2,9 72 |
27 1,7 69 |
78 1,4 09 |
29 6,3 26 |
Based on achieving 100 % of the goals; for fi scal year 2015, a goal achievement of 200% is possible so that the maximum total could be € 135,000.
| tio Gra d r nte em un era n in € |
ine ing Ra r S pr s Ma Bo ard M ber ent nag em em of Feb 1, 20 15 as |
||||||
|---|---|---|---|---|---|---|---|
| 20 15 |
|||||||
| Fix ed sal ary |
19 2,5 00 |
19 2,5 00 |
19 2,5 00 |
||||
| Inc ide l be nefi nta ts |
10 ,80 2 |
10 ,80 2 |
10 ,80 2 |
||||
| To tal |
20 3,3 02 |
20 3,3 02 |
20 3,3 02 |
||||
| n1 On ria ble atio e-y ear va co mp ens |
90, 000 |
0 | 13 5,0 00 |
||||
| lti- ria atio Mu ble yea r va co mp ens n (lo s) ter ent ng- m c om pon |
32 1,2 03 |
0 | 43 3,2 00 |
||||
| To tal |
61 4,5 05 |
20 3,3 02 |
77 1,5 02 |
||||
| Pen sio n e xpe nse |
0 0 0 |
||||||
| ion To tal rat re mu ne |
61 4,5 05 20 3,3 02 77 1,5 02 |
| tio Gra d r nte em un era n in € |
Ste han W ebe p r Ma Bo ard M ber ent nag em em of J 1, 2 015 as an |
|||||
|---|---|---|---|---|---|---|
| 20 15 |
20 15 Mi n |
20 15 Ma x |
||||
| Fix ed sal ary |
26 0,0 00 |
26 0,0 00 |
26 0,0 00 |
|||
| ide nefi Inc l be nta ts |
6 12 ,05 |
6 12 ,05 |
6 12 ,05 |
|||
| To tal |
27 2,0 56 |
27 2,0 56 |
27 2,0 56 |
|||
| On ria ble atio n1 e-y ear va co mp ens |
140 ,00 0 |
0,0 00 14 |
0,0 00 14 |
|||
| Mu lti- ria ble atio yea r va co mp ens n (lo s) ter ent ng- m c om pon |
2,9 65 45 |
0 | 2,4 00 54 |
|||
| To tal |
86 5,0 21 |
41 2,0 56 |
95 4,4 56 |
|||
| Pen sio n e xpe nse |
0 0 0 |
|||||
| ion To tal rat re mu ne |
86 5,0 21 |
56 41 2,0 |
56 95 4,4 |
1 Based on achieving 100 % of the goals; for fi scal year 2015, a goal achievement of 200% is possible so that the maximum total could be € 135,000.
1 Guaranteed annual bonus
| Pro ds/ Pay out cee s in € |
im Dr. Vo lke r Z me rm an n Ma Bo ard ent nag em Ch air ma n of Feb 20 1, 15 as |
ine Ka rol Ka lb Ma Bo ard ent nag em Me mb er of No , 20 13 v 1 as |
ine ing Ra r S pr s Ma Bo ard ent nag em Me mb er of Feb 20 1, 15 as |
Ste han W p Ma ent nag em Me mb er of J 1, 2 as an |
ebe r Bo ard 015 |
|||
|---|---|---|---|---|---|---|---|---|
| 201 5 |
20 15 |
20 14 |
201 5 |
20 15 |
||||
| Fix ed sal ary |
302 ,50 0 |
210 ,00 0 |
18 0,0 00 |
192 ,50 0 |
260 ,00 0 |
|||
| Inc ide l be nefi nta ts |
050 14, |
769 11, |
16 ,32 6 |
10, 802 |
12, 056 |
|||
| To tal |
316 ,55 0 |
69 22 1,7 |
6,3 26 19 |
203 ,30 2 |
6 272 ,05 |
|||
| On ria ble atio n ( for late d c s) ent e-y ear va co mp ens per ma nce -re om pon |
0 | 001 10 0,0 |
0 | 0 | 0 | |||
| Sp eci al p ium rem |
0 | 20, 000 |
0 | 0 | 0 | |||
| To tal |
316 ,55 0 |
69 34 1,7 |
6,3 26 19 |
203 ,30 2 |
6 272 ,05 |
|||
| Pen sio n e xpe nse |
0 | 0 | 0 | 0 | 0 | |||
| To tal ion rat re mu ne |
316 ,55 0 |
34 1,7 69 |
19 6,3 26 |
203 ,30 2 |
272 ,05 6 |
1 Payout of the one-time variable remuneration from the prior year
Information under the German Corporate Governance Code for a member of the management board who resigned in 2015.
| tio Gra d r nte em un era n in € |
Jü Dr. n R aut ert rge Ma Bo ard ent nag em Ch air ma n thr h J 30, 20 15 oug an |
||
|---|---|---|---|
| 20 15 |
20 14 |
||
| Fix ed sal ary |
33 ,33 3 |
40 0,0 00 |
|
| ide nefi Inc l be nta ts |
62 1,1 |
629 15 , |
|
| To tal |
6 34, 49 |
629 41 5, |
|
| On ria ble atio n ( for late d c s) ent e-y ear va co mp ens per ma nce -re om pon |
1 15, 278 |
02 150 ,00 |
|
| lti- ria atio Mu ble n ( lon s) ter ent yea r va co mp ens g- m c om pon |
81 15 ,27 |
02 150 ,00 |
|
| To tal |
65, 052 |
629 71 5, |
|
| Pen sio n e xpe nse |
0 | 0 | |
| ion To tal rat re mu ne |
65 ,05 2 |
71 5, 629 |
1 Based on achieving 100 % of the goals, pro rated for one month, discharged with a fl at severance payment in the amount of € 660,000 upon leaving the Company.
2 Based on achieving 100 % of the goals.
| Pro ds/ Pay out cee s in € |
Jü Dr. n R rge Ma ent nag em Ch air ma n thr h J oug an |
aut ert Bo ard 30, 20 15 |
|---|---|---|
| 20 15 |
20 14 |
|
| Fix ed sal ary |
33 ,33 3 |
40 0,0 00 |
| Inc ide l be nefi nta ts |
1,1 62 |
15 620 , |
| To tal |
34, 495 |
41 5, 629 |
| On ria ble atio n ( for late d c s) ent e-y ear va co mp ens per ma nce -re om pon |
01 | 01 |
| Sp eci ium al p rem |
0 | 0 |
| To tal |
34, 495 |
41 5, 629 |
| Pen sio n e xpe nse |
0 | 0 |
| ion To tal rat re mu ne |
34, 495 |
,62 9 415 |
1 Discharge with a fi xed severance payment in the amount of € 660,000 upon leaving the Company.
Total remuneration of the management board in 2015
The following table includes the total remuneration (or emoluments) that was granted to individual members of the management board for discharging their duties in the fi scal year and is divided according to fi xed and variable remuneration.
The fi xed remuneration includes the performance-related fi xed salaries and incidental benefi ts. These items were paid out to management board members in fi scal year 2015.
The variable remuneration components include one-year variable and multi-year variable remuneration and special premiums (bonuses).
The one-year variable remuneration of fi scal year 2015 had been recognized in profi t or loss in 2015, but not yet paid out to the management board members.
The multi-year variable compensation (Long-Term Incentive Plan) is reported in each case at the fair market value at the time it was granted. The multi-year variable compensation is not paid out until the end of the incentive phase, which runs from January 1, 2015 through December 31, 2017. The amount of the payout at the end of the incentive phase is also dependent on whether the agreed targets and share price goals have been met at that point in time.
The expense recognized in fi scal year 2015 for the multi-year variable compensation is shown separately at the end of the tables.
The special premium (bonus) totaling € 20,000 was recognized in profi t or loss and paid out.
| ion in To tal 20 15 rat re mu ne |
Dr. Vo lke r |
ine Ka rol Ka lb |
ine r S ing Ra pr s |
Ste han W ebe p r |
To tal |
|---|---|---|---|---|---|
| in € | Zim me rm an n Ma Bo ard ent nag em Ch air ma n of Feb 20 1, 15 as |
Ma Bo ard ent nag em Me mb er of No v 1 , 20 13 as |
Ma Bo ard ent nag em Me mb er of Feb 1, 20 15 as |
Ma Bo ard ent nag em Me mb er of J 1, 2 015 as an |
|
| Fix ed sal ary |
302 ,50 0 |
210 ,00 0 |
192 ,50 0 |
260 ,00 0 |
965 ,00 0 |
| Inc ide l be nefi nta ts |
14, 051 |
11, 769 |
10, 802 |
12, 056 |
48, 678 |
| (fi d) To tal xe |
316 ,55 1 |
221 ,76 9 |
203 ,30 2 |
272 ,05 6 |
1,0 13, 678 |
| On ria ble atio e-y ear va co mp ens n |
155 ,83 3 |
135 ,00 0 |
135 ,00 0 |
140 ,00 0 |
565 ,83 3 |
| Fai r V alu f th ult i-ye iab le c ion the tim f g tin sat at e o e m ar var om pen e o ran g |
728 ,09 7 |
32 1,2 03 |
32 1,2 03 |
452 ,96 5 |
1,8 23, 468 |
| Sp eci ium tim al p (o e) rem ne- |
0 | 20, 000 |
0 | 0 | 20, 000 |
| ari To tal (v ab le) |
883 ,93 0 |
476 ,20 3 |
456 ,20 3 |
592 ,96 5 |
2,4 09, 301 |
| To tal ion rat re mu ne |
1,2 00, 481 |
697 ,97 2 |
659 ,50 5 |
865 ,02 1 |
3,4 22, 979 |
| lti- ari tio rio Mu ab le r n ( of the d) yea r v em un era ex pen se pe |
324 ,89 0 |
6 128 ,88 |
137 ,98 3 |
,76 172 5 |
764 ,52 3 |
The total remuneration of the former Management Board Chairman Dr. Jürgen Rautert, who resigned with eff ect from January 30, 2015, amounted to € 694,495 in 2015 (thereof a fi xed remuneration in the amount of € 34,495 and a fl at severance payment of € 660,000).
The remuneration of the management board members who worked in 2014 were as follows:
| ion im Re cla for fi s cal 20 14 rat mu ne ye ar |
Fix ed |
Va ria ble |
|---|---|---|
| in € | ||
| Dr. Jü n R aut ert rge |
629 41 5, |
30 0,0 00 |
| Ka rol ine Ka lb |
19 6,3 26 |
10 0,0 00 |
| To tal |
61 1,9 55 |
40 0,0 00 |
Benefi ts following termination of employment
The current management board contracts provide for compensation equal to 50% of the prorated monthly portion of the annual salary as consideration for the enforcement of a contractually-prescribed, non-compete covenant after the employment or service relationship ends.
The current management board contracts contain a provision, pursuant to which if there is an early termination of the management board work and such termination was not triggered by good cause justifying termination of the management board contract, then severance payments shall be agreed but should be limited to a maximum of two years' worth of compensation including reimbursables (severance cap).
Miscellaneous
The members of the management board do not receive any loans or other indemnities from the Company.
Shares held by the management board members developed as follows:
| Sh s h eld by ber f th boa rd (un its) nt are m em s o e m ana ge me |
20 15 |
20 14 |
|---|---|---|
| Dr. Vo lke r Z imm (s inc e F ebr 1, 2 015 ) erm ann uar y |
12 ,50 0 |
0 |
| Ka rol ine Ka lb |
3,3 00 |
0 |
| Ste han W ebe r (s inc e J 20 15) 1, p anu ary |
3,0 00 |
0 |
| Ra ine r S ing s (s inc e F ebr 1, 2 015 ) pr uar y |
4,0 00 |
0 |
| Dr. Jü n R (th h J 30 , 20 15) aut ert rge rou g anu ary |
0 | 0 |
Supervisory board
Supervisory board remuneration
The remuneration of the supervisory board is specifi ed in sec. 8.16 of the articles of association of WashTec AG. It comprises fi xed and variable remuneration components. Pursuant to the shareholder resolution dated May 13, 2015, the supervisory board remuneration was reconfi gured starting in fi scal year 2015. The basic fi xed remuneration for an ordinary member of the supervisory board is € 35,000 for a full fi scal year of membership on the supervisory board. The deputy chairman receives fi xed remuneration of € 70,000 for each full fi scal year, and the chairman receives € 100,000 for each full fi scal year of his membership on the supervisory board. In addition, every supervisory board member will receive a fee of € 1,500 for each meeting of the supervisory board and its committees that they attend. Every supervisory board member will also receive € 500 for each cent by which the consolidated earnings per share (as determined in accordance with IFRS) exceeds the comparable amount of the prior fi scal year.
Each member of a committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 2,500. The chairman of the committee (with the exception of the audit committee) will receive an additional fi xed remuneration of € 5,000. Each member of the audit committee will receive an additional fi xed remuneration of € 5,000, and the chairman will receive remuneration of € 10,000.
The fi xed and performance-based total remuneration as well as the meeting attendance fee are limited to a maximum total of € 75,000 for each regular supervisory board member, while the remuneration for the chairman of the audit committee will be limited to maximum total of € 100,000, the remuneration for the deputy chairman of the supervisory board will be limited to a maximum total of € 150,000, and the remuneration for the chairman of the supervisory board will be limited to a maximum total of € 200,000.
Any supervisory board members, who were on the supervisory board for only part of the fi scal year, will be paid a proportionately lower fi xed and performance-based remuneration.
The Company has not paid any remuneration or granted any benefi ts to the members of the supervisory board during the 2015 fi scal year for services rendered personally by them (sec. 5.4.6 of the Code).
Pursuant to § 8.16 of the articles of association, the annual general meeting of the shareholders also approved a Long Term Incentive Program (LTIP) for the supervisory board, which provided for a personal investment in WashTec shares on or before June 30, 2015 as a precondition for participating in the program (Chairman maximum 25,000 shares, all others maximum 5,000 shares). The stipulated performance targets (benchmarks) were an EBIT target, an ROCE target and EPS target. The bases for the determination of targets were the key performance indicators for fi scal year 2014. Depending on whether one, several or all of the targets are fulfi lled, a diff erent multiplier will be used for calculating the bonus payment which results from the sum of the reference rate, number of shares and multiplier. The bonus payment is due and payable in fi scal year 2019. The right to that payment will exist only if, at that point in time, the supervisory board member is still on the supervisory board and still holds shares in the Company. The supervisory board members, Dr. Blaschke, Mr. Bellgardt, Dr. Hein, Mr. Lacher and Dr. Liebler are participating in the LTIP with the maximum number of shares.
The total remuneration of the supervisory board members in 2015 amounted to € 1,639k (prior year: € 343k). The fair value of the LTIP in the period of granting was € 970k (prior year: € 0k).
Shares held by members of the supervisory board developed as follows:
| Sh s h eld by ber f th iso boa rd (un its) are m em s o e s up erv ry |
20 15 |
20 14 |
|---|---|---|
| Dr. Gü r B las chk nte e |
50, 000 |
50, 000 |
| Ulr ich Be llga rdt |
25, 000 |
25, 000 |
| Jen s G roß e-A ller * ma nn |
0 | 0 |
| Dr. Sö He in ren |
5,0 00 |
0 |
| Rol and La che r |
5,0 00 |
0 |
| Dr. Ha Lie ble ns r |
5,0 00 |
0 |
* Mr. Große-Allermann sits on the management board of the investment company, Investment aktiengesellschaft für langfristige Investoren TGV, which – according to the notifi cation dated July 31, 2009 – held 758,358 voting shares (5.43%) of WashTec AG.
Share-based remuneration through cash settlement
There are contracts in place with members of the management board and supervisory board that provide for share-based remuneration. The fair value of the LTIP as of December 31, 2015 was calculated on the basis of a valuation model recognized under IFRS 2 and can be shown as follows:
| In € k |
20 15 |
20 14 |
|---|---|---|
| Ob liga tio risi fro LTI P n a ng m |
1,1 04 |
0 |
| To tal |
1,1 04 |
0 |
The obligation is recognized on the balance sheet under non-current liabilities.
The personnel expense recognized under the Long Term Incentive program (LTIP) can be shown as follows:
| In € k |
20 15 |
20 14 |
|---|---|---|
| LTI P e xpe nse s |
04 1,1 |
0 |
| To tal |
04 1,1 |
0 |
Former members of the management board
There were also pension obligations owed to a former management board member and to survivors of a former management board member in the amount of € 245k (prior year: € 252k), which are covered by a relief fund [Unterstützungskasse].
38. Notes after the balance sheet date
No signifi cant events occurred after the balance sheet date.
Augsburg, March 23, 2016
WashTec AG
Dr. Volker Zimmermann Karoline Kalb Rainer Springs Stephan Weber Spokesman of the Member of the Member of the Member of the Management Board Management Management Management Board Board Board
Responsibility Statement
»To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated fi nancial statements give a true and fair view of the assets, liabilities, fi nancial position and profi t or loss of the Group, and the group management report presents a fair view of the development and performance of the business and the position of the group, together with a description of the principal opportunities and risks associated with the expected development of the Group.«
Augsburg, March 23, 2016
Dr. Volker Zimmermann Karoline Kalb Rainer Springs Stephan Weber Spokesman of the Member of the Member of the Member of the Management Board Management Management Management
Board Board Board
The Group Management Report Consolidated Financial Statements // Notes Further Information 135
Further Information
136
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| ina ia W h Te A G An l F l as c nu a nc |
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Auditor's Report
We have audited the consolidated fi nancial statements prepared by the WashTec AG, comprising the income statement, statement of comprehensive income, balance sheet, cash fl ow statement, statement of changes in equity and the notes to the consolidated fi nancial statements, together with the group management report of WashTec AG, which is combined with the management report of the company for the business year from January 1 to December 31, 2015. The preparation of the consolidated fi nancial statements and the group management report in accordance with the IFRSs, as adopted by the EU, and the additional requirements of German commercial law pursuant to § 315a para. 1 HGB (»Handelsgesetzbuch«: German Commercial Code) is the responsibility of the parent Company's Management Board. Our responsibility is to express an opinion on the consolidated fi nancial statements and on the group management report based on our audit.
We conducted our audit of the consolidated fi nancial statements in accordance with § 317 HGB and German generally accepted standards for the audit of fi nancial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the audit such that misstatements materially aff ecting the presentation of the net assets, fi nancial position and results of operations in the consolidated fi nancial statements in accordance with the applicable fi nancial reporting framework and in the group (combined) management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The eff ectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated fi nancial statements and the combined management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual fi nancial statements of those entities included in consolidation, the determination of the entities to be included in consolidation, the accounting and consolidation principles used and signifi cant estimates made by the Company's Management Board, as well as evaluating the overall presentation of the consolidated fi nancial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion based on the fi ndings of our audit, the consolidated fi nancial statements comply with the IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315a para. 1 HGB and give a true and fair view of the net assets, fi nancial position and results of operations of the Group in accordance with these requirements. The combined management report is consistent with the consolidated fi nancial statements and as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.
Munich, March 23, 2016
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Wirtschaftsprüfer Wirtschaftsprüfer
Andreas Eigel per procura Sebastian Stroner
Financial Statements of WashTec AG – Balance Sheet (HGB)
| As set s |
De c 3 1, 2 015 |
De c 3 1, 2 014 |
|---|---|---|
| € | € | |
| A. No ent set n-c urr as s |
||
| uip I. Pro lan nd ty, t a nt per p eq me |
||
| Fix nd fi tt ing tur e a s |
34 ,00 3 |
16, 912 |
| Fi cia II. l A ts nan sse |
||
| Sh s in iate d c ies are as soc om pan |
12 8,0 48, 510 |
128 ,04 8,5 10 |
| 128 ,08 2,5 13 |
128 ,0 65, 422 |
|
| B. Cu nt ets rre ass |
||
| cei I. Re vab les d o the ts an r a sse |
||
| 1. R iva ble s fr iate d c ies ece om as soc om pan |
23 ,3 69, 313 |
29, 41 6,5 51 |
| 2. O the set r as s |
6,9 73, 033 |
3,1 32, 856 |
| the f m th ar € 49 ,80 9.5 2 reo ore an one ye |
||
| (pr ior r € 97 ,24 7.1 6) yea |
||
| 30, 342 ,34 6 |
32, 549 ,40 7 |
|
| II. Ca sh |
2,3 97 |
3,0 94 |
| 2,3 97 |
3,0 94 |
|
| id e C. Pre pa xp ens es |
55 ,05 6 |
36, 504 |
| To tal set as s |
15 8,4 82, 312 |
160 654 ,42 7 , |
| uit Lia bil itie Eq nd y a s |
De c 3 1, 2 015 |
De c 3 1, 2 014 |
|
|---|---|---|---|
| € | € | ||
| A. | uit Eq y |
||
| I. | rib ita Su bsc ed l cap |
40 ,00 0,0 00 |
40, 000 ,00 0 |
| Con ting ital ent ca p |
8,0 00, 000 |
8,0 00, 000 |
|
| Tre har asu ry s es |
– 1 ,70 1,7 88 |
–12 7,9 95 |
|
| 38, 298 ,21 2 |
39, 872 ,00 5 |
||
| II. | ita Ca l re p ser ve |
90 ,84 4,9 59 |
90, 844 ,95 9 |
| III. | tai rni Re ned Ea ng s |
22 ,98 3, 637 |
24, 415 ,90 5 |
| 152 ,12 6,8 08 |
155 ,13 2,8 69 |
||
| B. | vis ion Pro s |
||
| 1. P isio for ta rov ns xes |
56 ,1 62 |
600 ,39 5 |
|
| 2. O the isio r p rov ns |
4,2 95, 565 |
2,5 44, 38 1 |
|
| 4,3 51, 726 |
3,1 44, 776 |
||
| C. | Lia bil itie s |
||
| 1. T rad e li abi litie s |
63 ,20 7 |
4,9 36 |
|
| 2. L iab iliti affi liat ed ies to es com pan |
81 5,3 79 |
737 602 , |
|
| 3. O the r li abi litie s |
1,1 25, 192 |
1, 634 ,24 4 |
|
| the f fr € 1,1 12, 203 (p rio € 1, 622 ,01 0) ta reo om xes r y ear |
|||
| the f fo cia l se ity € 9 648 (p rio € 11, 255 ) reo r so cur r y ear , |
2,0 03, 779 |
2,3 76, 783 |
|
| To | uit liab ilit ies tal nd eq y a |
15 8,4 82, 312 |
160 654 ,42 7 , |
Financial Statements of WashTec AG – Income Statement (HGB)
| De c 3 1, 2 015 |
De c 3 1, 2 014 |
|
|---|---|---|
| € | € | |
| Rev enu es |
163 3,4 78, |
16, 1,3 222 |
| Oth ing in rat er ope com e |
48 7,3 25 |
5,9 49 |
| the f fr cha ff ec ts € 61 .03 (pr ior r € 9.3 6) rat reo om ex nge e e yea |
||
| 65, 3,9 489 |
1,3 22, 171 |
|
| Per al e son xpe nse s |
||
| rie a) Wa d s ala ges an s |
649 685 – 4 , , |
– 2 ,33 2,2 75 |
| Soc ial uri sio efi t b) nd oth ben ty, sts sec pen n a er co |
56 – 5 9,4 |
– 4 1,7 31 |
| th of f ld-a sio ns € –2 7,9 22 (pr ior r € – 10 ,26 4) ere or o ge pen yea |
||
| – 4 ,70 9,1 41 |
06 – 2 ,37 4,0 |
|
| iza tio eci atio imp air of inta ible Am n, d nd ort nt set epr n a me ng as s |
||
| ipm and lan nd rty, t a ent pr ope p equ |
665 – 9 |
– 6 6 ,42 |
| , | ||
| Oth ing rat er ope ex pen ses |
– 2 ,44 3,9 57 |
69 –1, 1,5 55 |
| the f fr cha ff ec ts € – 2 27 (pr ior r € 650 ) 4,5 – 1, rat reo om ex nge e e yea |
||
| 62, 763 – 7 ,1 |
– 4 ,07 1,9 87 |
|
| – 3 ,19 7,2 75 |
16 – 2 ,74 9,8 |
|
| ling Inc e f ofi t d lo nt om rom pr an ss poo ag ree me |
4,8 75, 848 |
4,8 84, 253 |
| ling Exp fro rofi nd los t a nt ens es m p s p oo ag ree me |
–1 61, 025 |
0 |
| nin icip atio Ear fro hel d art gs m p ns |
32 ,00 0,0 00 |
22, 000 ,00 0 |
| Fin ial inc anc om e |
93 ,79 5 |
88, 777 |
| the f fr affi liat ed ies € 8 6,6 (pr ior r € 79, 403 ) 45 reo om com pan yea |
||
| f fr dis ntin ior the g € 7,1 38 (pr r € 9,2 89) reo om cou yea |
||
| Fin ial anc exp ens es |
– 6 ,58 1 |
– 5 56 |
| the f fr affi liat ed ies € – 6,5 (pr ior r € –48 0) 47 reo om com pan yea |
||
| 36, 6 802 ,03 |
26, 972 ,47 3 |
|
| EB IT |
33 604 ,7 62 , |
24, 222 658 , |
| Inc e ta om xes |
– 8 62, 787 |
– 5 72, 199 |
| Ne t in e fo r th eri od com e p |
32 ,74 1,9 75 |
23, 650 ,45 8 |
| Ne t in ied fo rd com e c arr rwa |
24 ,41 5,9 05 |
9, 682 ,12 7 |
| Wi thd al f tai ned rni raw rom re ea ngs |
– 2 2,9 88, 315 |
– 8 ,91 6, 680 |
| All tio n fo r d iff e of s har rch oca ren ce e r epu ase |
–1 1,1 85, 929 |
0.0 0 |
| ain rni Ret ed Ea ng s |
637 22 ,98 3, |
24, 415 ,90 5 |
WashTec Worldwide
Subsidiaries
Australia
WashTec Australia Pty. Ltd. 21 Burrows Road South AU-St. Peters NSW 2044 Phone +61 2 8394 5002Fax +61 2 8394 [email protected]
Austria
WashTec Cleaning Technology GmbH Wehlistraße 27 bA-1200 ViennaPhone +43 1 3343065-0Fax +43 1 3343065150offi [email protected]
Belgium
WashTec Benelux NVHumaniteitslaan 415BE-1190 BrusselsPhone +32 2376 0035Fax +32 2376 [email protected]
Canada
WTMVII Cleaning Technologies Canada, Inc. 623 South Service Road, Unit 1 CA-Grimsby, Ontario, Canada L3M 4E8Phone +1 8666 589274Fax +1 2892 [email protected]
China
WashTec Car Cleaning Equipment (Shanghai) Co., Ltd. Building 1, No. 5343 Nanting Road,Tinglin, CN-Shanghai 201505 Phone +86 021 3728 3217-816Fax +86 021 3728 [email protected]
Denmark
WashTec A/SGuldalderen 10DK-2640 HedehusenePhone +45 46 557732Fax +45 46 [email protected]
France
WashTec France S.A.S.84, Avenue Denis Papin FR-45808 St. Jean de Braye Phone +33 238 607073Fax +33 238 607071 [email protected]
Italy
WashTec S.r.l. Via Achille Grandi 16/EI-15033 Casale MonferratoPhone +39 1427 6364Fax +39 142 453704 [email protected]
Netherlands
WashTec BeneluxRadonstraat 9NL-2718 SV ZoetermeerPhone +31 793 683720Fax +31 793 683725 [email protected]
Norway
WashTec Bilvask Bedriftsveien 6N-0950 OsloPhone +47 22 918180Fax +47 22 [email protected]
Poland
WashTec Polska Sp. z o.o. ul. Sienna 73 PL-00-833 Warsaw Phone +48 782 402999 [email protected]
Spain
WashTec Spain, S.A.U. C/Isla Graciosa, 1 ES-28703 San Sebastián de los Reyes (Madrid) Phone +34 91 6636070Fax +34 91 [email protected]
Sweden
WashTec Nordics ABGrönkullenSE-51781 Bollebygd Phone +46 33 [email protected]
United Kingdom
WashTec UK Ltd.Unit 14A Oak Industrial EstateChelmsford Rd.Great DunmowUK-Essex CM6 1XNPhone +44 1371 878800Fax +44 1371 [email protected]
USA
Mark VII Equipment Inc. 5981 Tennyson Street US-CO-80003 ArvadaPhone +1 303 4324910Fax +1 303 [email protected]
Distributors
An up-to-date overview of our international sales partners can be found online at www.washtec.de
Financial Calendar
| Ma r 3 1, 2 016 |
An l R rt 2 015 nua epo |
|---|---|
| An l P s C onf Au bu nua res ere nce gs rg |
|
| Ap r 2 9, 2 016 |
Q1 Re t 2 016 por |
| Ma 11, 20 16 y |
An l G ral Me eti Au bu nua ene ng gs rg |
| Au 04, 20 16 g |
Q2 Re t 2 016 por |
| Oc t 2 8, 2 016 |
Q3 Re t 2 016 por |
| No v 2 1– 23, 20 16 |
Eq uity Fo , F kfu rt rum ran |
Publishing Information
| Pu blis her |
Wa shT AG ec |
|---|---|
| Arg ße 7 tra ons |
|
| 86 153 Au bu gs rg |
|
| De sig n/la t you |
Bü Be ler ro nse |
| Tex t |
Wa shT AG ec |
| Pho to |
alt di e F r, W ash Tec AG oto ntu ro – age |
Contact
WashTec AG Phone +49 821 5584-0Argonstraße 7 Fax +49 821 5584-1135 86153 Augsburg www.washtec.de [email protected]