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WashTec AG Interim / Quarterly Report 2015

Aug 5, 2015

483_10-q_2015-08-05_52051f3a-a438-410a-87a9-f60e3535a31f.pdf

Interim / Quarterly Report

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H12015

Group Management Report on the period from January 1 to June 30, 2015

Very good result in the fi rst half of the year strengthens positive outlook for the full year

  • Revenues at € 160.6m (prior year: € 141.9m); EBIT at € 13.8m (prior year: € 5.9m);
  • Positive business development particularly attributable to equipment and service

Free cash fl ow increases to € 10.5m (prior year: € 5.4m)

H1 2015 Jan 1 to Jan 1 to Change
Rounding diff erences are possible Jun 30 2015 Jun 30 2014 absolute in percent
Revenues €m 160.6 141.9 18.7 13.2
EBITDA €m 18.6 11.0 7.6 69.1
EBIT €m 13.8 5.9 7.9 133.9
EBIT margin % 8.6 4.2
EBT €m 13.5 5.6 7.9 141.1
Employees per reporting date persons 1,668 1,679 –11
Average number of shares units 13,932,312 13,932,312 0
Earnings per share ¹ 0.63 0.27 0.36 133.0
Free cash fl ow ² €m 10.5 5.4 5.1
Investments in fi xed assets
(capital expenditures) €m 2.7 2.1 0.6
Capital ratio per reporting day ³ % 41.2 45.5 –4.4
Q2 2015 Apr 1 to Apr 1 to Change
Rounding diff erences are possible Jun 30 2015 Jun 30 2014 absolute in %
Revenues €m 85.0 77.1 7.9 10.2
EBITDA €m 11.9 9.0 2.9 32.2
EBIT €m 9.5 6.3 3.2 50.8
EBIT margin % 11.1 8.2
EBT €m 9.3 6.2 3.1 50.0
Average number of shares units 13,932,312 13,932,312 0
Earnings per share ¹ 0.45 0.31 0.14 45.2

1 Diluted = undiluted

Net cash fl ow – cash outfl ow from investing activity

3 Equity capital/balance sheet total

Contents

Interim Group Management Report for the period from January 1 to June 30, 2015

1. Total revenues and earnings development5
2. Economic report.5
2.1 General conditions and competitive conditions5
2.2 Earnings.5
2.3 Net assets8
2.4 Financial position8
2.5 Employees.9
3. Forecast, report on opportunities and risks9
3.1 Forecast.9
3.2 Opportunities and risks for group development9
4. Other information.9
4.1 Information about dealings with related
companies and persons9
4.2 Events after the end of the reporting period9
5. Share and investor relations9
5.1 Share performance9
5.2 Shareholder structure10

Interim Condensed Consolidated Financial Statements from January 1 to June 30, 2015

Consolidated Income Statement. 12
Consolidated Statement of Comprehensive Income. 13
Consolidated Balance Sheet 14
Consolidated Cash Flow Statement. 15
Statement of Changes in Consolidated Equity 16
Notes to the Interim Condensed Consolidated
Financial Statements of WashTec AG (IFRS) for the period
from January 1 to June 30, 2015 18
Responsibility Statement23
Review Report. 24
Contact25
Financial Calendar25

5.3 Annual general meeting of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Interim Group Management Report

1. Total revenues and earnings development

EBIT more than doubled

Due to a continued strong second quarter (€ 85.0m; prior year: € 77.1m), revenues in the first half of 2015 equaled € 160.6m and were therefore € 18.7m (13.2%) higher than last year (€ 141.9m). All segments contributed to the revenue increase. The revenues include positive currency effects in the amount of € 5.2. EBIT increased to € 13.8m (prior year: € 5.9m) and thus more than doubled – primarily because of the higher revenues.

The high order backlog at the commencement of the year continued to develop positively and was significantly higher than last year's level by the end of the first half of the year. Thus, it can be expected that the positive business development will continue in the second half of the year, also compared to the prior year.

Major client negotiations in the last quarter have been largely successfully concluded.

2. Economic report

2.1 General conditions and competitive conditions

In the important markets of Core Europe and North America, the investment conditions in our industry improved slightly compared to the situation described in the 2014 annual report. Otherwise, the general conditions were in line with the situation described in the 2014 Group Management Report. The same applies to the competitive conditions. There have been no significant changes in technology, and none are foreseeable.

2.2 Earnings

2.2.1 Revenues by segments and products

Revenues by segment, H1
in €m, IFRS Jan 1 to Jan 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Core Europe 128.4 117.7 10.7 9.1
Eastern Europe 5.3 4.7 0.6 12.8
North America 27.2 20.8 6.4 30.8
Asia/Pacific 7.3 5.1 2.2 43.1
Consolidation –7.6 –6.3 –1.3
Total Group 160.6 141.9 18.7 13.2
Revenues by segment, Q2
in €m, IFRS Apr 1 to Apr 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Core Europe 66.6 63.4 3.2 5.0
Eastern Europe 2.4 2.2 0.2 9.1
North America 15.9 11.7 4.2 35.9
Asia/Pacific 3.6 2.6 1.0 38.5
Consolidation –3.4 –2.8 –0.6
Total Group 85.0 77.1 7.9 10.2

The positive revenue development was driven by all regions, particularly Europe and North America. North America's revenues in US dollars amounted to USD 30.3m (prior year: USD 28.5m). Compared to the second quarter of 2014, quarterly group revenues rose by 10.2% (Q2 2015: € 85.0m; Q2 2014: € 77.1m).

Revenue increase in all segments

Revenues by product, H1
in €m, IFRS Jan 1 to Jan 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Equipment and service 132.9 117.0 15.9 13.6
Chemicals 20.6 18.3 2.3 12.6
Operator business and others 7.0 6.6 0.4 6.1
Total Group 160.6 141.9 18.7 13.2
Revenues by product, Q2
in €m. IFRS Apr 1 to Apr 1 to Change
(Rounding differences possible) Jun 30. 2015 Jun 30. 2014 absolute %
Equipment and service 71.0 64.6 6.4 9.9
Chemicals 10.3 9.1 1.2 13.2
Operator business and others 3.8 3.4 0.4 11.8
Total Group 85.0 77.1 7.9 10.2

Revenues increased over all product segments. This also applies for the second quarter. Business development of equipment and service developed most favorably.

2.2.2 Expense items and earnings

Earnings, H1
in €m, IFRS Jan 1 to Jan 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Gross profit* 96.7 86.3 10.4 12.1
EBITDA 18.6 11.0 7.6 69.1
EBIT 13.8 5.9 7.9 133.9
EBT 13.5 5.6 7.9 141.1

Disproportionately low cost development EBITDA climbs to

€ 18.6m

* Revenues plus change in inventory minus cost of materials

Earnings, Q2
in €m, IFRS Apr 1 to Apr 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Gross profit* 51.3 47.3 4.0 8.5
EBITDA 11.9 9.0 2.9 32.2
EBIT 9.5 6.3 3.2 50.8
EBT 9.3 6.2 3.1 50.0

* Revenues plus change in inventory minus cost of materials

The gross profit margin declined only marginally from 60.8% to 60.2%.

Personnel expenses increased only moderately by € 1.0m to € 55.6m (prior year: € 54.6m).

Other operating expenses (including other taxes) increased by € 2.8m to € 25.3m (prior year: € 22.5m). The main reasons for this development were currency conversion effects and effects from the evaluation of assets and liabilities held in foreign currency in the amount of € 1.7m, as well as planned higher expenses for marketing and advisory services.

EBITDA increased by € 7.6m to € 18.6m (prior year: € 11.0m).

EBIT, Jan 1 to Jun 30, in €m, IFRS

EBIT rose by € 7.9m to € 13.8m (prior year: € 5.9m).

EBIT by segment, H1
in €m, IFRS Jan 1 to Jan 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Core Europe 11.9 5.9 6.0 101.7
Eastern Europe 0.0 –0.2 0.2 100.0
North America 1.4 0.6 0.8 133.3
Asia/Pacific 0.2 –0.3 0.5 166.7
Consolidation 0.2 0.0 0.2
Total Group 13.8 5.9 7.9 133.9
EBIT by segment, Q2
in €m, IFRS Apr 1 to Apr 1 to Change
(Rounding differences possible) Jun 30, 2015 Jun 30, 2014 absolute %
Core Europe 7.5 5.5 2.0 36.4
Eastern Europe –0.2 0.0 –0.2
North America 1.8 0.9 0.9 100.0
Asia/Pacific 0.1 –0.1 0.2
Consolidation 0.3 0.1 0.2
Total Group 9.5 6.3 3.2 50.8

The EBIT increase in the segments Core Europe, North America and Asia/Pacific is primarily based on the revenue growth achieved. In Eastern Europe, one-time costs were incurred due to organizational changes. The activities of this region will be bundled with other export activities.

The exchange rate development between the US dollar and the euro had an impact on revenues, but it had no material effect on the operating income. The balance sheet date valuation used for the assets and liabilities, which were reported in a foreign currency on the balance sheet, had an influence on earnings of € –0.1m (other operating income € 1,1m; other operating costs € 1.2m) compared to € 0.0m prior year.

The consolidated net result after taxes increased to € 8.8m (prior year: € 3.7m). Earnings per share (diluted = undiluted) therefore rose to € 0.63 (prior year: € 0.27).

2.3 Net Assets

Balance sheet, assets, in € m, IFRS Jun 30, 2015 Dec 31, 2014
(Rounding differences possible)
Non-current assets 85.9 87.1
thereof intangible assets 6.0 6.2
thereof deferred taxes 3.9 4.1
Current assets 101.7 98.7
thereof inventories 38.5 35.4
thereof trade receivables, other assets 47.2 44.6
thereof cash and cash equivalents 8.3 15.7
Balance sheet total 187.6 185.8
Balance sheet, equity and liabilities, in € m, IFRS Jun 30, 2015 Dec 31, 2014
(Rounding differences possible)
Equity 77.3 90.9
Liabilities to banks 7.3 0.3
Other liabilities and provisions 92.0 83.5
thereof trade payables 10.8 5.9
thereof provisions (including income tax debt) 32.5 31.0
Deferred income 8.2 8.2
Deferred tax liabilities 2.8 2.9
Balance sheet total 187.6 185.8

Mostly as a result of a seasonal increase in trade payables, net current assets (short-term trade receivables + inventories – short-term trade payables) declined from € 71.2m as of December 31, 2014 to € 70.2m.

Equity decreased to € 77.3m as of June 30, 2015 (December 31, 2014: € 90.9m), mostly due to the dividend payment. As a result of income and expenses recognized directly in equity capital according to IFRS, the change in equity capital does not match up with the results for the period. The equity ratio decreased relative to the end of 2014 from 48.9% to 41.2% mostly as a consequence of the dividend distribution.

The net liquidity (bank deposit – long-term and short-term bank debt) was € 1.0m (December 31, 2014: € 15.4m) despite the dividend payment. Net finance debt (long-term and short-term finance leasing minus net liquidity) increased to € 3.8m (December 31, 2014: € –9.8m).

Other liabilities and provisions climbed to € 92.0m because of higher prepayments received and higher tax liabilities (December 31, 2014: € 83.5m).

2.4 Financial Position

Cash inflow from operating activities (net cash flow) increased slightly to € 12.9m (prior year: € 7.3m) due to the significant growth in revenues and earnings during the second quarter.

Cash outflow from investing activities increased moderately to € 2.4m (prior year: € 2.0m).

The free cash flow (net cash flow less cash outflow from investing activities) equaled € 10.5m (prior year: € 5.4m).

Overall, cash and cash equivalents declined by € 14.4m to € 1.0m compared to December 31, 2014, due to the dividend payment.

Equity ratio equals 41.2%

2.5 Employees

Number of employees at WashTec Group almost unchanged

Compared to June 30, 2014, the number of employees declined by 11. This decline was due to some vacant positions which have not been staffed yet. Compared to December 31, 2014, the number of employees fell slightly by 4 to 1,668.

3. Forecast, Opportunities and Risk Report

3.1 Forecast

Following the completion of the first half year, the Company is aiming for an increase in revenues adjusted for currency effects of more than 5% in full year 2015. According to current expectations, the exchange rate effects will result in another increase in revenues in the group currency euro.

The revenue increase will have a further positive influence on the significant EBIT increase expected 2015 as communicated in the 2014 annual report (2014 EBIT € 18.5m). The EBIT margin of 8.6% for the first half year is now also aimed at or may even be exceeded for the full year of 2015, which is in line with some analysts' expectations.

In this respect, the following development is expected in the individual segments:

  • Core Europe: revenues and earning increasing significantly and thus the forecast is being increased compared to annual report 2014
  • Eastern Europe: revenues and earnings increasing significantly
  • North America: revenues and earnings increasing significantly
  • Asia/Pacific: revenues and earnings increasing significantly

In addition, the company is now assuming a significant increase in free cash flow.

This forecast is uncertain. A key factor will particularly be how the business develops in Core Europe and to what extent the growth potential will be used in the other markets. Due to the loss of a major customer, North America will experience a decline compared to the development of the first six months of the year. The exchange rate development of US dollar to Euro is also difficult to predict.

3.2 Opportunities and risks for group development

The 2014 annual report includes a description of WashTec Group's risk management. There have been no material changes in the opportunities and risks that are described therein. Only the risk of the loss of major customer contracts has been reduced by the conclusion of negotiations.

4. Miscellaneous information

4.1 Information about dealings with related companies and persons

No significant transactions were conducted with related companies and persons during the reporting period.

4.2 Events after the end of the reporting period

No significant events occurred after the end of the reporting period.

5. Share and investor relations

5.1 Share price development

On June 30, 2015, the price for a WashTec share equaled € 19.60. This represents a price increase of 49.6% compared to the € 13.10 per share closing price on the last trading day of the prior year (December 30, 2014). The WashTec share thereby significantly outperformed the

SDAX, which rose by 19.4% since the beginning of the year. In addition, a dividend of € 0.70 plus special dividend of € 0.95 was paid. The distribution by more than 60% has been made from the so-called "capital contribution account for tax purposes" [steuerliches Einlagenkonto] and accordingly was tax-free for many shareholders. WashTec is currently covered by Hauck & Aufhäuser, HSBC Trinkaus & Burkhardt and MM Warburg. All analysts see the price target between € 20.00 minimum up to € 22.70 (by June 2015).

5.2 Shareholder structure

Shareholding in % Jun 30, 2015
EQMC Europe Development Capital Fund plc 1 10.80
Kempen European Participations N.V. 10.64
Dr. Kurt Schwarz (u.a. Kerkis GmbH, Leifina GmbH & Co. KG) 2 8.38
Diversity Industrie Holding AG 6.19
Paradigm Capital Value Fund 6.01
BNY Mellon Service Kapitalanlage-Gesellschaft mbH3 5.61
Investment AG für langfristige Investoren TGV 5.43
Lazard Frères Gestion S.A.S. 5.01
Desmarais Family Risiduary Trust 4 3.48
Free float 38.45
1
Nmás Dinamia, S.A.
2
Leifina GmbH & Co. KG et al
3
Shareholder Value Management AG
4
Setanta Asset Management

Based on notifications made pursuant to the Securities Trading Act (WpHG)

WashTec AG received no voting rights notifications pursuant to the Securities Trading Act in the second quarter of 2015. On July 24, 2015, Nmás Dinamia, S.A., Madrid, Spain, informed us that its voting share on July 20, 2015 had exeeded the 3%, 5% and 10% thresholds, and equalled 10.80% on that day (before: Nmás Asset Management SGII, S.A., Madrid, Spain: 14.9%). Voting rights were attributed from EQMC Europe Development Capital Fund plc., Dublin, Ireland.

In 2015, the Company received the notices regarding Director's Dealings pursuant to the German Securities Trading Act [Wertpapierhandelgesetz] according to which the members of the supervisory board Dr. Liebler, Mr. Lacher, and Dr. Hein purchased 5,000 shares each.

Five members of the supervisory board have invested in WashTec shares.

In the first half of 2015, the management constantly cultivated the dialogue with shareholders and journalists as well as the financial community. Various investors' conferences were held independently of the annual general meeting.

5.3 Annual general meeting

The annual general meeting of WashTec AG was held on May 13, 2015. The management board stated its position in detail regarding business development, current market conditions and strategy and discussed these matters with the shareholders. All of the resolutions proposed were adopted with a very high majority. The shareholders approved, among other things, a resolution to pay a dividend of € 1.65 for each no-par value share entitled to receive a dividend. In addition to the customary agenda items, an adjustment to the compensation of the supervisory board and a long-term incentive program were adopted. In the context of this program, five members of the supervisory board have invested in WashTec AG with their own funds.

Interim condensed consolidated fi nancial statements

Consolidated Income Statement

in € Jan 1 to Jan 1 to Apr 1 to Apr 1 to
Jun 30, 2015 Jun 30, 2014 Jun 30, 2015 Jun 30, 2014
Revenues 160,582,239 141,938,418 85,037,821 77,131,210
Other operating income 2,321,780 1,723,461 486,060 751,385
Other capitalized development costs 403,354 37,169 259,915 18,584
Change in inventories of work in progress 2,928,839 1,451,967 1,479,701 1,304,646
Total 166,236,212 145,151,015 87,263,497 79,205,825
Cost of materials
Cost of raw materials, consumables and supplies and of purchased material 54,517,767 46,875,379 28,814,038 25,605,490
Cost of purchased services 12,299,403 10,215,698 6,438,024 5,532,036
66,817,170 57,091,077 35,252,062 31,137,526
Personnel expenses 55,579,034 54,560,003 27,637,203 27,722,102
Amortization, depreciation and impairment of tangible and intangible assets 4,776,282 5,104,661 2,404,709 2,699,962
Other operating expenses 24,852,889 22,173,221 12,305,645 11,264,683
Other taxes 416,635 294,355 208,750 76,541
Total operating expenses 152,442,010 139,223,317 77,808,369 72,900,814
EBIT 13,794,202 5,927,698 9,455,128 6,305,011
Interest and similar income (fi nancial income) 255,364 191,267 130,957 107,279
Interest and similar expenses (fi nancial expenses) 515,341 527,937 263,155 255,854
Financial result –259,977 –336,670 –132,198 –148,575
EBT 13,534,225 5,591,028 9,322,930 6,156,436
Income taxes –4,771,066 –1,877,833 –3,051,327 –1,889,503
Consolidated net income 8,763,159 3,713,195 6,271,603 4,266,933
Weighted average number of outstanding shares 13,932,312 13,932,312 13,932,312 13,932,312
Earnings per share (diluted = undiluted) 0.63 0.27 0.45 0.31

Statement of Comprehensive Income

The notes to the consolidated statements form an integral part of the consolidated fi nancial statements. Rounding diff erences are possible.

in €k Jan 1 to
Jun 30, 2015
Jan 1 to
Jun 30, 2014
Apr 1 to
Jun 30, 2015
Apr 1 to
Jun 30, 2014
Profi t after tax 8,763 3,713 6,271 4,267
Actuarial gains/losses from defi ned benefi t obligations and similar obligations 0 –6 0 0
Items, which cannot be reclassifi ed subsequently to profi t and loss 0 –6 0 0
Adjustment Item for the currency translation of foreign subsidiaries and currency changes 790 121 –241 –135
Exchange diff erences on net investments in subsidiaries –107 3 29 202
Deferred taxes –86 –9 44 –9
Items, which could be subsequently classifi ed to profi t and loss 597 115 –168 58
Valuation gains/losses recognized directly in equity 597 109 –168 58
Total Income and expense and valuation in gains/losses recognized directly in equity 9,360 3,822 6,103 4,325

Consolidated Balance Sheet

in €
in €
Non-current assets
Equity
Property, plant and equipment
30,997,915
32,689,697
Goodwill
42,312,429
42,312,286
Intangible assets
5,996,607
6,193,695
Trade receivables
2,452,058
1,363,492
Tax receivables
90,367
90,367
Other assets
190,663
422,421
Deferred tax assets
3,871,424
4,075,514
Total non-current assets
86,911,463
87,147,472
Non-current liabilities
Current assets
Inventories
38,518,489
35,437,207
Trade receivables
42,407,798
41,712,070
Tax receivables
7,690,791
2,955,793
Other assets
4,795,392
2,895,573
Cash and cash equivalents
8,301,367
15,674,189
Total current assets
100,713,837
98,674,832
Current liabilities
Assets Jun 30, 2015 Dec 31, 2014 Equity and liabilities
Total assets
187,625,300 185,822,304
Equity and liabilities Jun 30, 2015 Dec 31, 2014
in €
Equity
Subscribed capital 40,000,000 40,000,000
Contingent capital 8,000,000 8,000,000
Capital reserves 36,463,441 36,463,441
Treasury shares –417,067 –417,067
Other reseves and exchange rate eff ects –2,808,388 –3,405,442
Profi t carryforward –4,711,829 5,556,220
Consolidated net income (for the period) 8,763,159 12,720,265
77,289,316 90,917,417
Non-current liabilities
Finance leasing liabilities 3,162,265 3,761,876
Provisions for pensions 9,937,586 9,893,416
Other non-current provisions 3,281,644 3,470,468
Other non-current liabilities 531,875 2,032,933
Deferred income 924,407 957,627
Deferred tax liabilities 2,799,783 2,878,579
Total non-current liabilities 20,637,560 22,994,899
Current liabilities
Interest-bearing loans 7,273,980 252,130
Finance leasing liabilities 1,666,699 1,902,614
Prepayments on orders 6,999,507 4,607,920
Trade payables 10,768,625 5,949,828
Taxes and levies 5,120,140 5,771,858
Liabilities for social security 1,047,581 950,926
Tax provisions 4,906,324 2,791,402
Other current liabilities 30,262,268 27,545,418
Other current provisions 14,347,851 14,856,710
Deferred income 7,305,449 7,281,182
Total current liabilities 89,698,424 71,909,988
Total equity and liabilities 187,625,300 185,822,304

Consolidated Cash Flow Statement

The notes to the
consolidated statements
form an integral part of
the consolidated fi nancial
statements.
Rounding diff erences are
possible.
in €k Jan 1 to Jan 1 to
Jun 30, 2015 Jun 30, 2014
EBT 13,534 5,591
Adjustment to reconcile profi t before tax to net cash fl ows:
Amortization, depreciation and impairment of non-current assets 4,776 5,105
Gain/loss from disposals of non-current assets –82 45
Other gains/losses –1,875 –2,239
Financial (interest) income –255 –191
Financial (interest) expense 515 528
Movements in provisions –704 179
Changes in net working capital:
Increase/decrease in trade receivables –1,165 –2,651
Increase/decrease in inventories –2,235 –2,226
Increase/decrease in trade payables 4,755 -313
Changes in other net working capital 2,930 6,196
Income tax paid –7,318 –2,677
Net cash fl ows from operating activities 12,876 7,347
Purchase of property, plant and equipment (without fi nance leasing) –2,655 –2,122
Proceeds from sale of property, plant and equipment 233 149
Net cash fl ows from investing activities –2,422 –1,973
Repayment of non-current liabilities to banks 0 8,500
Dividend payout –22,988 –8,917
Interest received 21 27
Interest paid –475 –475
Repayment of non-current liabilities from fi nance leases –965 –1,052
Net cash fl ows used in fi nancing activities –24,407 –1,917
Net increase/decrease in cash and cash equivalents –13,953 3,457
Net foreign exchange diff erence –442 –106
Cash and cash equivalents at January 1 15,422 2,743
Cash and cash equivalents at June 30 1,027 6,094
Composition of cash and cash equivalents for cash fl ow purposes:
Cash and cash equivalents 8,301 6,318
Current bank liabilities –7,274 –224
Cash and cash equivalents at June 30 1,027 6,094

Statement of Changes in Consolidated Equity

The notes to the consolidated statements form an integral part of the consolidated fi nancial statements. Rounding diff erences are possible.

in €k Number of Subscribed Capital Treasury Other Exchange Profi t carried Total
shares (in units) Capital reserve shares reserves eff ects forward
As of January 1, 2014 13,932,312 40,000 36,464 –417 –2,876 181 14,473 87,825
Income and expenses recognized
directly in equity –3 121 118
Taxes on transactions recognized
directly in equity –9 –9
Dividend –8,917 –8,917
Consolidated net income for the period 3,713 3,713
As of June 30, 2014 13,932,312 40,000 36,464 –417 –2,888 302 9,269 82,730
As of January 1, 2015 13,932,312 40,000 36,464 –417 –4,217 812 18,277 90,917
Income and expenses recognized
directly in equity –107 790 683
Taxes on transactions recognized
directly in equity –86 –86
Dividend –22,988 –22,988
Consolidated net income for the period 8,763 8,763
As of June 30, 2015 13,932,312 40,000 36,464 –417 –4,410 1,602 4,052 77,289

Notes to the Interim Condensed Consolidated Financial Statements of WashTec AG (IFRS) Notes to the Interim Condensed Consolidated Financial Statements of WashTec AG (IFRS) for the period January 1 to June 30, 2015

General Disclosures

1. Information on the Company

The ultimate parent company of the WashTec Group is WashTec AG, which is entered in the commercial register for the City of Augsburg under registration number HRB 81.

The Company's registered offi ce is located at Argonstrasse 7 in 86153 Augsburg, Germany.

The Company's shares 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 required in order to operate car wash equipment.

The consolidated fi nancial statements are prepared in euro. Amounts are rounded-off to the nearest euro or are shown in millions of euro (€m) or in thousands of euro (€k).

2. Accounting and valuation policies

Principles in preparing fi nancial statements

The accounting and valuation methods, which were applied when preparing the interim condensed consolidated fi nancial statements, comply with the methods that were used when preparing the consolidated fi nancial statements for the fi scal year ending December 31, 2014, except for the tax calculation. The tax calculation for condensed interim fi nancial statements is done by multiplying the result with the anticipated applicable annual tax rate.

The interim condensed consolidated fi nancial statements for the period January 1 through June 30, 2015 were prepared in accordance with IAS 34, "Interim Financial Reporting".

The interim condensed consolidated fi nancial statements do not include all explanations and information required for the fi nancial statements for the fi scal year and should be read in conjunction with the consolidated fi nancial statements for the period ending December 31, 2014.

Signifi cant accounting and valuation methods

In the reporting period, the Group applied the following new and revised IFRS Standards and Interpretations.

Standard/ Title Mandatory Endorsement Material eff ects
Interpretation application IASB by the EU on WashTec
IFRS Annual Improvements to IFRSs (2011–2013 cycle) 01 Jan 2015 18 Dec 2014 none

Moreover, the IASB and the IFRS Interpretations Committee have enacted additional Standards, Interpretations and Amendments as listed below, but these did not yet have to be applied in fi scal year 2015 or have not yet been recognized by the European Union.

As of June 30, 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 enacted by the EU.

Standard/ Title Mandatory Endorsement Material eff ects
Interpretation application IASB by the EU on WashTec
IAS 1 Amendments to IAS 1 Presentation of Financial Statements – 01 Jan 2016 expected in Q4 2015 none
Disclosure Initiative
IAS 16 and Amendments to IAS 16 Property, Plant and Equipment and 01 Jan 2016 expected in Q4 2015 none
IAS 38 IAS 38 Intangible Assets – Clarifi cation of Acceptable Methods of
Depreciation and Amortization
IAS 16 and Amendments to IAS 16 Property, Plant and Equipment and IAS 41 01 Jan 2016 expected in Q4 2015 none
IAS 41 Agriculture – Bearer Plants
IAS 19 Amendments to IAS 19 Employee Benefi ts – Employee Contributions 01 Feb 2015 17 Dec 2014 none
IAS 27 Amendments to IAS 27 Separate Financial Statements – Equity Method in 01 Jan 2016 expected in Q4 2015 none
Separate Financial Statements
IFRS 9 Financial Instruments 01 Jan 2018 expected in H2 2015 currently reviewed
IFRS 10 and Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 01 Jan 2016 postponed – waiting none
IAS 28 Investments in Associates and Joint Ventures – Sale or Contribution of (postponement Exposure Draft from
Assets between an Investor and its Associate or Joint Venture expected) IASB
IFRS 10, IFRS Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Dis 01 Jan 2016 expected in Q1 2016 none
12 and IAS 28 closure of Interests in Other Entities and IAS 28 Investments in Associates
and Joint Ventures – Applying the Consolidation Exception
IFRS 11 Amendments to IFRS 11 Joint Arrangements – Accounting for Acquisitions 01 Jan 2016 expected in Q4 2015 none
of Interests in Joint Operations
IFRS 14 Regulatory Deferral Accounts 01 Jan 2016 to be decided none
IFRS 15 Revenue from Contracts with Customers 01 Jan 2018 expected in Q1 2016 currently reviewed
IFRS Annual Improvements to IFRSs (2012 – 2014 cycle) 01 Jan 2016 expected in Q1 2016 none

3. Segment reporting

Jan – Jun 2015 Core Eastern Northern Asia/ Consoli Group
in €k, rounding diff erences are possible Europe Europe America Pacifi c dation
Revenues 128,396 5,335 27,174 7,273 –7,594 160,582
thereof third party 121,015 5,324 27,102 7,271 –130 160,582
thereof with other segments 7,381 11 72 3 –7,466 0
EBIT 11,933 46 1,417 197 202 13,794
Interest and similar income (fi nancial income) 255
Interest and similar expenses (fi nancial expenses) –515
EBT 13,534
Income taxes –4,771
Consolidated net income 8,763
Jan – Jun 2014 Core Eastern Northern Asia/ Consoli Group
in €k, rounding diff erences are possible Europe Europe America Pacifi c dation
Revenues 117,698 4,705 20,789 5,066 –6,319 141,938
thereof third party 111,458 4,697 20,727 5,067 –12 141,938
thereof with other segments 6,240 8 62 –1 –6,308 0
EBIT 5,857 –247 563 –277 31 5,928
Interest and similar income (fi nancial income) 191
Interest and similar expenses (fi nancial expenses) –528
EBT 5,591
Income taxes –1,878
Consolidated net income 3,713

4. Equity Capital

The subscribed capital of WashTec AG on June 30, 2015 equaled € 40,000k. This capital is divided into 13,976,970 no-par value shares and has been fully paid-in.

The average number of issued and outstanding shares is 13,932,312.

The annual general meeting of WashTec AG, which was held on May 13, 2015, resolved to use the non-appropriated distributable profi t of € 24,415,905.24, which was reported in the Company's annual fi nancial statements for fi scal year 2014, as follows: by paying a dividend in the amount of € 1.65 for each

no-par value share entitled to receive a dividend, thereby totaling € 22,988,314.80, and by carrying forward the remaining non-appro priated distributable profi t of € 1,427,590.44 to a new account. The dividend of € 1.65 per participating no-par share includes a dividend in the amount of € 0.70 per participating no-par share as well as a special dividend payment in the amount of € 0.95 per participating no-par share.

5. Financial instruments – additional information

The following table, which is derived from the relevant balance sheet items, shows the relationships between the classifi cation and the values assigned to the fi nancial instruments.

Carrying values, valuation approaches and fair values per measurement categories:

in €k Measurement Carrying Balance sheet valuation under IAS 39 Fair Value IFRS 13
category value Amortized Fair Value Fair Value sheet June 30, 2015 Level
under IAS 39 June 30, cost in equity through valuation
2015 profi t and loss under IAS 17
Assets
Cash and cash equivalents LaR 8,301 8,301 8,301
Trade receivables LaR 44,860 44,860 44,860
Other fi nancial assets LaR 915 915 915
Liabilities
Trade payables FLAC 10,769 10,769 10,769
Interest bearing-loans FLAC 7,274 7,274 7,274
Other fi nancial liabilities FLAC 18,403 18,403 18,403
Finance lease liabilities n.a. 4,829 4,829 4,829
Derivatives fi nancial liabilities FvthP/L 809 809 809 2
Aggregated presentation per IAS 39
measurement categories
Loans and Receivables (LaR) 54,076 54,076
Financial Liabilities Measured at
Amortised Cost (FLAC) 36,446 36,446
Fair Value Through Profi t/Loss (FVthP/L) 809 809
in €k Measurement Carrying Balance sheet valuation under IAS 39 Balance Fair Value IFRS 13
category
under IAS 39
value
Dec 31, 2014
Amortized
cost
Fair Value
in equity
Fair Value
through
profi t and loss
sheet
valuation
under IAS 17
Dec 31, 2014 Level
Assets
Cash and cash equivalents LaR 15,674 15,674 15,674
Trade receivables LaR 43,076 43,076 43,076
Other fi nancial assets LaR 982 982 982
Liabilities
Trade payables FLAC 5,950 5,950 5,950
Interest bearing-loans FLAC 252 252 252
Other fi nancial liabilities FLAC 14,935 14,935 14,935
Finance lease liabilities n.a. 5,664 5,664 5,664
Derivatives fi nancial liabilities FvthP/L 913 913 913 2
Aggregated presentation per IAS 39
measurement categories
Loans and Receivables (LaR) 59,732 59,732
Financial Liabilities Measured at
Amortised Cost (FLAC) 21,137 21,137
Fair Value Through Profi t/Loss (FVthP/L) 913 913

The fair value of the trade receivables and trade payables, of cash and cash equivalents, and of other fi nancial liabilities matches mainly the relevant carrying value because of the short maturities. The fair value of the liabilities under fi nancial leases and loans was calculated by discounting to present value their expected future cash fl ows based on customary market yields.

These foreign exchange forwards are measured at fair value using the anticipated foreign exchange rates which 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 Jun 30, 2015 Dec 31, 2014
Long term 0 164
Short term 809 749
Total 809 913

6. Contingent liabilities and other fi nancial obligations

Compared to December 31, 2014, contingent liabilities and other fi nancial obligations have remained mostly unchanged.

7. Disclosures about related party transactions

During the reporting period, no signifi cant related party transactions within the meaning of IAS 24 occurred.

8. Notes after the balance sheet date

There were no signifi cant events after the balance sheet date.

Responsibility statement

"To the best of our knowledge and in accordance with the applicable reporting principles, the interim condensed consolidated fi nancial statements give a true and fair view of the assets and liabilities, fi nancial position and profi ts and loss of the Group, and the Group Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group during the remaining fi scal year."

Augsburg, July 23, 2015

Dr. Volker Zimmermann Karoline Kalb Chief Executive Offi cer Member of the Board

Rainer Springs Stephan Weber

Member of the Board Member of the Board

Review Report

To WashTec AG

We have reviewed the condensed consolidated interim fi nancial statements – comprising the income statement and statement of comprehensive income, balance sheet, cash fl ow statement, statement of changes in equity and selected explanatory notes - and the interim group management report of WashTec AG for the period from January 1 to June 30, 2015, which are part of the half-year fi nancial report pursuant to Art. 37w WpHG ("German Securities Trading Act"). The preparation of the condensed consolidated interim fi nancial statements in accordance with IFRS applicable to interim fi nancial reporting as adopted by the EU and of the interim group management report in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports is the responsibility of the parent company's management board [Vorstand]. Our responsibility is to issue a review report on the condensed consolidated interim fi nancial statements and on the interim group report based on our review.

We conducted our review of the condensed consolidated interim fi nancial statements and the interim group management report in accordance with the German generally accepted standards for the review of fi nancial statements, as such standards were promulgated by the Institute of Public Auditors in Germany (IDW). Those standards require that we plan and perform the review such that, through critical evaluation, we can rule out with moderate assurance that the condensed consolidated interim fi nancial statements were not prepared, in all material respects, in accordance with the IFRS applicable to interim fi nancial reporting as adopted by the EU and that the interim group management report were not prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not off er the assurance attainable in a fi nancial statement audit. Since, in accordance with our engagement, we have not performed a fi nancial statement audit, we cannot express an audit opinion.

Based on our review, no matters have come to our attention that cause us to presume that the condensed consolidated interim fi nancial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim fi nancial reporting as adopted by the EU or cause us to presume that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.

Munich, July 23, 2015

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft

Andreas Eigel per procura Florian Horn Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)

Contact

86153 Augsburg www.washtec.de

WashTec AG Telephone +49 821 5584-0 Argonstrasse 7 Telefax +49 821 5584-1135 Germany [email protected]

Financial Calendar

September 22 – 24, 2015 Baader Bank October 30, 2015 9-month report 2015 November 23 – 25, 2015 Analyst's Conference, Equity Capital Forum

H12015