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WashTec AG Interim / Quarterly Report 2019

Jul 26, 2019

483_10-q_2019-07-26_9f30be06-3978-4677-9011-6eab45301dbd.pdf

Interim / Quarterly Report

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Report on the First-Half-Year 2019 All around clean cars

Business development H1 2019 – Restraint in key account business requires structural adjustments

  • Second quarter revenue of €106.7m (prior year: €108.6m) slightly down on prior year, resulting in first half revenue of €199.1m (prior year: €200.1m). Key account business down year-on-year in second quarter due to restraint; direct business sales continue to show double-digit growth on prior year
  • EBIT down in second quarter from €12.9m to €6.6m; half year EBIT at €9.3m (prior year: €18.3m)
  • Order backlog at end of first half slightly down year-on-year; revised guidance for full year 2019: Stable revenue performance with an EBIT margin of at least 10%. Substantial structural adjustments and cost measures in second half of 2019.
H1 H1 2019 H1 2018 Change
(rounding differences may occur) absolute in %
Revenue €m 199.1 200.1 –1.0 –0.5
EBIT €m 9.3 18.3 –9.0 –49.2
EBIT margin in % 4.7 9.2 –4.5
EBT €m 9.0 18.0 –9.0 –50.0
Consolidated net income €m 4.4 11.4 –7.0 –61.4
Employees per reporting date persons 1,882 1,844 38 2.1
Average number of shares units 13,382,324 13,382,324 0 0
Earnings per share1 0.33 0.85 –0.52 –61.4
Free cash flow2* €m –15.7 –4.4 –11.3 –256.8
Capital expenditure €m 4.8 4.0 0.8 20.0
Capital ratio per reporting day3 in % 25.3 29.8 –4.5
ROCE* in % 22.3 25.2 –2.9
Q2 Q2 2019 Q2 2018 Change
(rounding differences may occur) absolute in %
Revenue €m 106.7 108.6 –1.9 –1.7
EBIT €m 6.6 12.9 –6.3 –48.8
EBIT margin in % 6.2 11.8 –5.6
EBT €m 6.5 12.7 –6.2 –48.8
Consolidated net income €m 3.8 8.7 –4.9 –56.3
Earnings per share1 0.28 0.65 –0.37 –56.3

1 Diluted = undiluted

2 Net cash flow – cash outflow from investing activity

Equity capital/balance sheet total

* Effects in 2019 due to accounting in accordance with IFRS 16

Content

Interim Group Management Report for the period from January 1 to June 30, 2019

1. Overall revenue and earnings development .
5
2. Report on economic position .
6
2.1 Economic and competitive environment .
6
2.2 Earnings .
6
2.3 Net assets .
9
2.4 Financial position
10
2.5 Employees
10
3. Outlook, opportunities and risk report
10
3.1 Outlook
10
3.2 Opportunities and risks for Group development
10
4. Miscellaneous information
11
4.1 Related party disclosures
11
4.2 Events after the reporting period
11
5. WashTec shares and investor relations
. .
11
5.1 Share price performance
. .
11
5.2 Shareholder structure 11

Interim Condensed Consolidated Financial Statements for the period January 1 to June 30, 2019

Consolidated Income Statement 14
Consolidated Statement of Comprehensive Income
. .
15
Consolidated Balance Sheet 16
Consolidated Statement of Changes in Equity 17
Consolidated Cash Flow Statement 18
Notes to the Interim Condensed Consolidated
Financial Statements of WashTec AG (IFRS)
for the period January 1 to June 30, 2019 20
Responsibility Statement 31
Audit review report 32
Contact 33
Financial calendar 33

Interim Group Management Report

1. Overall revenue and earnings development

Good revenue growth in direct sales business; revenue in key account business below expectations due to order delay

Second quarter revenue, at €106.7m, was slightly (1.7%) down yearon-year (prior year: €108.6m). On an exchange rate adjusted basis, revenue decreased in the second quarter by 2.4% to €106.0m.

Revenue for the half year ending June 2019 was €199.1m, €1.0m or 0.5% slightly down on the prior-year period (€200.1m). Adjusted for exchange rate effects, revenue decreased by 1.3% in the first half year.

The revenue performance largely reflects the performance of the key account business. Second quarter revenue in the key account business was once again down year-on-year while direct sales business had double-digit revenue growth. The investment budgets of key accounts have been released in the meantime, which has already led to a noticeable increase in orders recieved in this business.

Performance in Chemicals was also slightly below expectations. The expected growth in this business was not attained despite further growth of the customer base, mainly due to poorer carwash weather, especially in Europe. Another contributing factor was the loss of Chemicals business with a major customer in North America in the middle of last year. The lost business has since been regained but this will only gradually become visible in the figures in the course of the second half year and in subsequent periods.

Revenue in the Carwash Management business (formerly: Operations business) was down as expected due to the sales of locations last year.

The second quarter EBIT margin was 6.2% (prior year: 11.8%). North America and Australia (in the Asia/Pacific region) are still in turnaround. The projects and measures that have been initiated there are gradually taking effect. This ongoing process is still being implemented as of the end of the half year. Half year EBIT was €9.3m (prior year: €18.3m). As in the first quarter, the main factors here were the expansion of workforce capacity in the direct sales business combined with revenue that was slightly down on the prior year. The EBIT margin for the half year was 4.7% (prior year: 9.2%).

The order backlog at the end of the first half was slightly down yearon-year. While the order backlog in North America was slightly larger than a year earlier, in the Europe and Asia/Pacific regions it was slightly below the prior year. As described above, this resulted from restraint in the key account business.

At the sectoral trade fairs in Münster and Bologna in May 2019, WashTec for the first time presented a new gantry carwash based on a modular platform system. The highly innovative SmartCare series offers major benefits for operators and carwash customers. The first systems will delivered in the premium segment in Europe during the fall of 2019.

2. Report on economic position

2.1 Economic and competitive environment

The economic and competitive environment largely corresponded to the situation described in the Group Management Report 2018. There were no significant changes in technology and none are foreseeable.

2.2 Earnings

2.2.1 Earnings and expense items

Earnings, H1
in €m, H1 2019 H1 2018 Change
rounding differences may occur absolute in %
Gross profit* 113.7 116.6 –2.9 –2.5
EBIT 9.3 18.3 –9.0 –49.2
EBIT margin in % 4.7 9.2 –4.5
EBT 9.0 18.0 –9.0 –50.0
Consolidated net income 4.4 11.4 –7.0 –61.4

* Revenue plus change in inventory minus cost of materials

Earnings, Q2
in €m, Q2 2019 Q2 2018 Change
rounding differences may occur absolute in %
Gross profit* 60.0 63.1 –3.1 –4.9
EBIT 6.6 12.9 –6.3 –48.8
EBIT margin 6.2 11.8 –5.6
EBT 6.5 12.7 –6.2 –48.8
Consolidated net income 3.8 8.7 –4.9 –56.3

* Revenue plus change in inventory minus cost of materials

EBIT H1 in multi-year comparison, in €m, IFRS

4.7% EBIT margin in first half year

The gross profit margin of the first half year decreased slightly due to the altered product and country mix to 57.1%, compared with 58.3% in the prior year.

Personnel expenses went up compared with the prior-year period by €4.0m to €71.7m (prior year: €67.7m) as a result of the larger workforce and collectively agreed pay increases. The Group had 38 more employees at the end of June than a year earlier, an increase of 2.1%.

Other operating expenses* fell by €1.6m to €27.3m (prior year: €28.9m). It should be noted that in comparison with the prior year, this figure additionally includes an effect from the change in accounting policy due to the introduction of IFRS 16 (a reclassification of expense items from other operating expenses to depreciation and amortization). Adjusted for this effect, other operating expenses went up by approximately €2.4m, mainly due to higher energy, trade fair and advertising costs, consulting fees and costs in connection with employee development and recruitment. Overall, the transition to IFRS 16 had only a minor impact of approximately €–0.1m on the WashTec Group's EBIT.

The financial result, at €–0.3m, was on the same level as in the prior year (prior year: €–0.3m).

Earnings before tax (EBT) came to €9.0m (prior year: €18.0m).

Income taxes were down in the first half year due to the lower EBT. The effective tax rate went up, mainly due to the larger share of losses in North America for which no deferred taxes were recognized.

*Including expense from impairments of trade receivables and other taxes

2.2.2 Revenue by regions and products

Revenue by region, H1
in €m, H1 2019 H1 2018 Change
rounding differences may occur absolute in %
Europe 168.6 166.7 1.9 1.1
North America 27.8 30.9 –3.1 –10.0
Asia/Pacific 8.1 8.4 –0.3 –3.6
Consolidation –5.5 –5.9 0.4
Group 199.1 200.1 –1.0 –0.5
Revenue by region, Q2
in €m, Q2 2019 Q2 2018 Change
rounding differences may occur absolute in %
Europe 89.6 89.5 0.1 0.1
North America 15.9 18.0 –2.1 –11.7
Asia/Pacific 4.1 4.7 –0.6 –12.8
Consolidation –2.9 –3.6 0.7
Group 106.7 108.6 –1.9 –1.7

Second quarter revenue slightly (1.7%) down on prior year.

Revenue in the Europe region remained stable in the second quarter. While Equipment and Service revenue increased by about 4%, particularly in direct sales, Chemicals and Carwash Management business revenue was down in this region. As of June 30, 2019, the region showed revenue growth of 1.1%.

The weaker revenue performance in the North America region was mainly due to the restraint in key account orders. The first sizeable orders in the key account business came in June and the Company therefore expects a stronger contribution from this business in the second half year. Direct sales business increased in this region.

In US dollars, revenue in North America in the half year ending June 30, 2019 was USD 31.5m (prior year: USD 37.2m).

Revenue in the Asia/Pacific region was 3.6% down in the first half of the year. While revenue performance in China is solidly positive, performance in Australia was mainly impacted by the loss of a key account in the last quarter of the prior year.

Revenue by product, H1

Total 199.1 200.1 –1.0 –0.5
Carwash Management business
and others
4.4 6.9 –2.5 –36.2
Chemicals 24.3 24.8 –0.5 –2.0
Equipment and service 170.4 168.4 2.0 1.2
rounding differences may occur absolute in %
in €m, H1 2019 H1 2018 Change
Revenue by product, Q2
in €m, Q2 2019 Q2 2018 Change
rounding differences may occur absolute in %
Equipment and service 91.7 91.0 0.7 0.8
Chemicals 12.7 13.7 –1.0 –7.3
Carwash Management business
and others 2.4 3.8 –1.4 –36.8
Total 106.7 108.6 –1.9 –1.7

2.2.3 Earnings by regions

EBIT by region, H1
in €m, H1 2019 H1 2018 Change
rounding differences may occur absolute in %
Europe 15.5 21.8 –6.3 –28.9
North America –5.2 –2.9 –2.3 –79.3
Asia/Pacific –1.2 –0.3 –0.9 –300.0
Consolidation 0.1 –0.2 0.3
Group 9.3 18.3 –9.0 –49.2

EBIT by region, Q2 in €m, rounding differences may occur Q2 2019 Q2 2018 Change absolute in % Europe 9.7 13.9 –4.2 –30.2 North America –2.3 –0.7 –1.6 –228.6 Asia/Pacific –0.8 –0.2 –0.6 –300.0 Consolidation 0 –0.2 0.2 – Group 6.6 12.9 –6.3 –48.8

Earnings in Europe were significantly down in both the second quarter and the first half year. This was driven by the capacity expansion in the direct sales business in the prior year and to collectively agreed pay increases in combination with stable revenue.

The EBIT performance in North America is mainly a result of the lower revenue. Operating expenses in the region were reduced compared with the prior year.

The earnings performance in the Asia/Pacific region mainly relates to the Australian market. The substantial decrease in revenue in this region also meant that earnings were down, despite the implemented

structural adjustments. In China, the growth is paralleled by structural investment spending for the future and the earnings contribution from this business is currently only small as a result.

Movements in the US dollar-euro exchange rate had no material impact on operating earnings. Measurement of foreign currency-denominated assets and liabilities as of the reporting date had a €0.1m impact on earnings (prior year: €–0.4m).

2.3 Net Assets

Condensed balance sheet, assets, Jun 30, 2019 Dec 31, 2018
in €m, rounding differences may occur
Non-current assets 108.2 91.4
Receivables and other assets 99.1 92.8
Inventories 44.9 37.3
Deferred tax assets 3.7 4.1
Cash and cash equivalents 6.7 11.6
Balance sheet total 262.6 237.2
Condensed balance sheet, equity and liabilities Jun 30, 2019 Dec 31, 2018
in €m, rounding differences may occur
Equity 66.5 95.4
Interest-bearing loans 67.2 18.7
Other liabilities and provisions 105.1 97.4
thereof trade payables 27.3 29.0
thereof provisions (including tax provisions) 14.9 18.5
Contract liabilities 20.1 21.5
Deferred tax liabilities 3.7 4.2
Balance sheet total 262.6 237.2

Net operating working capital (trade receivables + inventories – trade payables – prepayments on orders) increased, mainly due to the seasonal rise in inventories, from €82.6m as of December 31, 2018 to €94.4m. Relative to a year earlier, the figure increased due to higher trade receivables.

The first-time adoption of IFRS 16 Leases resulted in an increase in total assets as of June 30, 2019 due to the recognition of right-of-use assets in the amount of €18.5m. Accounting in accordance with IFRS 16 negatively impacted the equity ratio by 1.9%-points. Equity decreased due to the €32.8m dividend payout to €66.5m as of June 30, 2019 (December 31, 2018: €95.4m). Compared with the 2018 year-end, the equity ratio went down from 40.2% to 25.3%.

Following the €32.8m dividend payout, net debt (interest-bearing loans – bank deposits) stood at €60.5m (December 31, 2018: €7.1m).

Net financial debt (short-term and long-term lease liabilities + net debt) increased to €79.1m (December 31, 2018: €10.1m).

Due to the lease liabilities recognized on first-time adoption of IFRS 16 Leases, other liabilities and provisions increased to €105.1m (December 31, 2018: €97.4m).

Contract liabilities decreased, mainly due to the fall in prepayments on orders, to €20.1m (December 31, 2018: €21.5m).

Strong balance sheet structure

2.4 Financial Position

The cash inflow from operating activities (net cash flow) decreased in the first half year to €–10.9m (prior year: €-0.4m). The main factor here aside from the lower half year earnings was an increase in net operating working capital (NOWC).

The cash outflow from investing activities went up by €0.8m to €4.8m (prior year: €4.0m). For the year as a whole, the Company expects that capital expenditure will be slightly higher than in the prior year.

Free cash flow (net cash flow – cash outflow from investing activities) decreased to €–15.7m (prior year: €-4.4m).

It is necessary to take account of the effects of accounting in accordance with IFRS 16 within the position »depreciation«, visible among other things in the »repayment of lease liabilities« item.

Overall, cash and cash equivalents decreased relative to December 31, 2018 by €53.4m to €–60.5m.

2.5 Employees

The number of employees as of June 30, 2019 was 1,882, an increase of 12 on the 2018 year-end. Compared with June 30, 2018, the number of employees increased by 38, with most of the increase in the direct sales business.

3. Outlook, opportunities and risk report

3.1 Outlook

The Company revised the full-year guidance for 2019 on July 5, 2019 on the basis of preliminary figures and targets stable revenue performance with an EBIT margin of at least 10%. To ensure this, the Company has implemented a short-term cost reduction program.

In addition, concrete measures for sustained improvements in efficiency are being developed that will result in a reduction in personnel expenses from 2020. These activities may require one-time additional expenditure in 2019. More detailed information on that expenditure will be provided in the Q3 report.

The expectations for performance are as follows:

  • Group: Stable revenue and significant decrease in EBIT
  • Europe: Stable revenue and significant decrease in EBIT
  • North America: Significant increase in revenue and EBIT
  • Asia/Pacific: Slight increase in revenue and significant decrease in EBIT

This outlook is subject to uncertainties.

Due to the correction to the earnings performance, the Company expects a decrease in free cash flow.

3.2 Opportunities and risks for group development

The WashTec Group's opportunity and risk management system is described in the Annual Report 2018. There have been no material changes in the risks described therein.

4. Miscellaneous information

4.1 Related party disclosures

There were no material related party transactions during the reporting period.

4.2 Events after the reporting period

By resolution of the Supervisory Board of July 11, 2019, the Company's Management Board was supplemented by creating an additional position of Chief Executive Officer (CEO). Dr. Günter Blaschke, member and Chairman of the Supervisory Board of WashTec AG, was appointed by the Supervisory Board as member of the Management Board and also Chief Executive Officer for the period July 15, 2019 to December 31, 2019 pursuant to Section 105 (2) of the German Stock Corporation Act (AktG). The main focus of his activities will be the implementation of the announced structural adjustments and cost measures.

For the duration of Dr. Blaschke's secondment to the Management Board, Ulrich Bellgardt was appointed the new Chairman of the Supervisory Board; his deputy for the period is Dr. Alexander Selent.

In addition, the Supervisory Board resolved that member of the Management Board Dr. Ralf Koeppe will assume the position of Chief Executive Officer from January 1, 2020. Dr. Koeppe has been Chief Technical Officer since July 1, 2019 and will also continue to hold that position in the future. In the interim, he will primarily focus on the further extension of the Company's technology leadership.

5. WashTec shares and investor relations

The Management Board communicated with shareholders, journalists and the financial community on an ongoing basis throughout the first half year. As part of the Company's investor relations activities, Management took part in investor conferences and held various road shows.

Continuous communication with investors

5.1 Share price performance

The WashTec share price was €59.80 on June 28, 2019. That marks a slight, 0.993% decrease on the prior year-end closing price of €60.40 on December 28, 2018. The SDAX improved 19.645% relative to the beginning of the year.

WashTec AG is currently covered by Hauck & Aufhäuser, HSBC Trinkaus & Burkhardt, MM Warburg and Bankhaus Lampe. The price targets given by analysts are at least €57.00 and range up to €85.00 (as of July 2019).

5.2 Shareholder structure

The following changes in shareholder structure during the second quarter of 2019 were reported to the Company in voting rights notifications under the Securities Trading Act (Wertpapierhandelsgesetz):

Wellington Management Group LLP, Massachusetts, USA, notified WashTec AG that its share of voting rights now amount to 3.06% as of June 17, 2019.

Stable shareholder structure

Shareholding in % June 30, 2019
Axxion S.A. 9.99
Kempen Oranje Participaties N.V. 9.60
EQMC Europe Development Capital Fund plc.1 7.43
Dr. Kurt Schwarz2 6.82
Bank of America Corporation3 6.27
Investment AG für langfristige Investoren, TGV 5.43
Paradigm Capital Value Fund4 4.58
Eigene Aktien 4.25
Diversity Industrie Holding AG 4.00
FMR LLC5 3.35
Wellington Management Group LLP 3.06
Fidelity Investment Trust 3.01
Free float 32.21

1 Alantra EQMC Asset Management, SGIIC, S.A. (as investment management function)

2 Leifina GmbH & Co. KG et al.

3 BofA Securities Europe SA (6,22% Stimmrechte)

4 Carne Global Fund Managers (Luxembourg) S. A.

5 Fidelity Management & Research Company

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

Manager Transactions

On April 30, 2019, Dr. Blaschke, Member of the Supervisory Board, acquired 2,060 shares.

On May 3, 2019, Mr. Bellgardt, Member of the Supervisory Board, acquired 570 shares.

On May 6, 2019, Dr. Liebler, Member of the Supervisory Board, acquired 200 shares. On May 13, 2019, Dr. Liebler, Member of the Supervisory Board, acquired a further 200 shares.

On May 29, 2019, Dr. Hein, Member of the Supervisory Board, acquired 450 shares.

On June 3, 2019, Dr. Liebler, Member of the Supervisory Board, acquired 100 shares.

Consolidated Income Statement

The Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. Rounding differences may occur.

in €k H1 2019 H1 2018 Q2 2019 Q2 2018
Revenue 199,061 200,113 106,721 108,589
Other operating income 2,039 1,922 633 1,079
Capitalized development costs 655 1,324 25 741
Change in inventory 5,173 3,042 455 1,378
Total 206,927 206,401 107,834 111,786
Cost of raw materials, consumables and supplies and of purchased material 73,764 69,245 38,136 37,428
Cost of purchased services 16,781 17,313 9,046 9,395
Cost of materials 90,544 86,558 47,182 46,823
Personnel expenses 71,728 67,687 35,996 34,380
Amortization, depreciation and impairment 8,114 4,904 4,033 2,432
Other operating expenses 26,299 28,259 13,335 14,850
Impairment loss of trade receivables 439 139 399 82
Other taxes 552 534 269 322
Total operating expenses 197,677 188,081 101,214 98,890
EBIT 9,251 18,319 6,619 12,897
Financial income 71 4 30 –32
Financial expenses 345 325 174 194
Financial result –274 –322 –144 –226
EBT 8,977 17,998 6,475 12,671
Income taxes 4,622 6,589 2,667 3,970
Consolidated net income 4,355 11,408 3,809 8,700
Weighted average number of outstanding shares in units 13,382,324 13,382,324 13,382,324 13,382,324
Earnings per share (basic = diluted) in € 0.33 0.85 0.28 0.65

Consolidated Statement of Comprehensive Income

The Notes to the Consoli
dated Financial Statements
are an integral part of the
Consolidated Financial
Statements.
Rounding differences may
occur.
in €k H1 2019 H1 2018 Q2 2019 Q2 2018
Consolidated net income 4,355 11,408 3,809 8,700
Actuarial gains/losses from defined benefit obligations and similar obligations –650 41 –650 41
Deferred taxes 207 –13 207 –13
Items that will not be reclassified to profit or loss –443 28 –443 28
Adjustment item for currency translation of foreign subsidiaries –238 441 –409 774
Exchange differences on net investments in subsidiaries 219 –204 73 –31
Deferred taxes –6 –31 15 –59
Items that may be subsequently reclassified to profit or loss –25 206 –321 716
Other comprehensive income –469 234 –763 744
Total comprehensive income 3,886 11,642 3,045 9,444

Consolidated Balance Sheet

The Notes to the Consoli
dated Financial Statements
are an integral part of the
Consolidated Financial
Statements.
Rounding differences may
occur.

* in the previous year, finance lease liabilities

Assets Jun 30, 2019 Dec 31, 2018 Equity and Liabilities Jun 30, 2019 Dec 31, 2018
in €k in €k
Non-current assets Equity
Property, plant and equipment 35,235 37,347 Subscribed capital 40,000 40,000
Goodwill 42,312 42,312 Contingent capital 0 8,000
Intangible assets 12,217 11,754 Capital reserves 36,463 36,463
Rights-of-use assets 18,462 n/a Treasury shares – 13,177 –13,177
Trade receivables 6,967 7,729 Other reserves and currency translation effects – 5,526 –5,057
Other non-current financial assets 212 176 Profit carried forward 4,385 3,137
Other non-current non-financial assets 478 470 Consolidated net income 4,355 34,035
Deferred tax assets 3,739 4,131 66,501 95,401
Total non-current assets 119,621 103,919
Non-current liabilities
Current assets
Lease liabilities* 11.355 2.068
Inventories 44,927 37,272 Provisions for pensions 10.662 10.065
Trade receivables 68,937 68,631 Other non-current provisions 3.988 4.009
Tax receivables 16,474 12,230 Other non-current financial liabilities 68 53
Other current financial assets 1,233 842 Other non-current non-financial liabilities 1.308 1.001
Other current non-financial assets 4,764 2,713 Non-current contract liabilities 1.597 1.887
Cash and cash equivalents 6,670 11,630 Deferred tax liabilities 3.740 4.247
Total current assets 143,006 133,319 Total non-current liabilities 32.719 23.329
Total assets 262,627 237,238 Current liabilities
Interest-bearing loans 67.207 18.741
Lease liabilities* 7.171 897
Trade payables 14.949 18.463
Tax provisions 4.398 5.867
Other current financial liabilities 17.540 18.116
Other current non-financial liabilities 25.446 27.784
Other current provisions 8.208 9.028
Current contract liabilities 18.488 19.612
Total current liabilities 163.408 118.508

Consolidated Statement of Changes in Equity

The Notes to the Consoli in €k Number Subscribed Capital Treasury Other reserves Profit Total
dated Financial Statements of shares capital reserves shares and currency carried
are an integral part of the (in units) translation forward
Consolidated Financial effects
Statements.
Rounding differences may
occur. As of January 1, 2019 13,382,324 40,000 36,463 –13,177 –5,057 37,171 95,401
*Adjustment as of January 1, Income and expenses recognized directly in equity –669 –669
2018 due to the first-time
adoption of IFRS 9 Taxes on transactions recognized directly in equity 201 201
Financial Instruments.
Dividend –32,787 –32,787
Consolidated net income 4,355 4,355
As of June 30, 2019 13,382,324 40,000 36,463 –13,177 –5,526 8,739 66,501
As of December 31, 2017 13,382,324 40,000 36,463 –13,177 –5,586 36,490 94,191
Adjustment as of January 1, 2018* –566 –566
As of January 1, 2018 13,382,324 40,000 36,463 –13,177 –5,586 35,924 93,626
Income and expenses recognized directly in equity 278 278
Taxes on transactions recognized directly in equity –44 –44
Dividend –32,787 –32,787
Consolidated net income 11,408 11,408
As of June 30, 2018 13,382,324 40,000 36,463 –13,177 –5,351 14,545 72,481

Consolidated Cash Flow Statement

The Notes to the Consoli
-
dated Financial Statements
are an integral part of the
Consolidated Financial
Statements.
Rounding differences may
occur.
in €k H1 2019 H1 2018
EBT 8,977 17,998
Amortization, depreciation and impairment 8,114 4,904
Gain/loss from disposals of non-current assets –44 –20
Other gains/losses –1,996 –1,850
Financial income –71
4
Financial expenses 345 325
Movements in provisions –910 –590
Income tax paid –10,245 –13,228
Gross cash flow 4,170 7,536
Increase/decrease in trade receivables 332 4,612
Increase/decrease in inventories –7,546 –6,229
Increase/decrease in trade payables –3,515 1,986
Increase/decrease in prepayments on orders –1,103 –3,670
Increase/decrease in net operating working capital –11,831 –3,301
Changes in other net working capital –3,196 –4,599
Net cash flow from operating activities –10,858 –364
Purchase of property, plant and equipment (without leases) – 5,266 –4,181
Proceeds from sale of property, plant and equipment 446 142
Net cash flow from investing activities – 4,821 –4,039
Free cash flow –15,678 –4,403
Dividend paid –32,787 –32,787
Interest received 71 4
Interest paid –345 –311
Repayment of lease liabilities –4,449 –504
Net cash flow from financing activities –37,510 –33,598
Net increase/decrease in cash and cash equivalents –53,188 –38,000
Net foreign exchange difference –237 –218
Cash and cash equivalents at January 1 –7,111 –3,941
Cash and cash equivalents at June 30 –60,537 –42,159
Composition of cash and cash equivalents for cash flow purposes:
Cash and cash equivalents 6,670 8,549
Overdrafts/current interest-bearing loans –67,207 –50,708
Cash and cash equivalents at June 30 –60,537 –42,159

Notes to the Interim Condensed Consolidated Financial Statement

Notes to the Interim Condensed Consolidated Financial Statements of WashTec AG (IFRS) for the period January 1 to June 30, 2019

General

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 office is located at Argonstrasse 7 in 86153 Augsburg, Germany.

The Company's shares are in free float 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 related services and financing solutions required in order to operate car wash equipment.

The interim condensed consolidated financial statements and interim Group management report may be downloaded from our website, www.washtec.de.

2. Accounting policies

Basis of preparation of the financial statements

The interim condensed consolidated financial statements for the period January 1 to June 30, 2019 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed consolidated financial statements do not contain all explanations and disclosures required for annual financial statements and should be read in conjunction with the consolidated financial statements for the fiscal year ended December 31, 2018.

The accounting policies applied in the interim condensed consolidated financial statements correspond to those applied in the consolidated financial statements for the fiscal year ending December 31, 2018 with the exception of the first-time adoption of IFRS 16 Leases and of amendments to existing standards. Tax is computed for interim financial statements by multiplying earnings before tax with the expected applicable annual tax rate.

The interim condensed consolidated financial statements are presented in euros and, unless otherwise indicated, all figures are rounded to the nearest thousand (€k); this may result in rounding differences. The fiscal year is the calendar year.

Effects of new financial reporting standards

New and amended financial reporting standards entered into force in the period under review. The effects of the first-time adoption of IFRS 16 Leases are described in the following. The remaining standards, interpretations and amendments that have already been issued by the IASB and the IFRS Interpretations Committee and that have to be adopted in fiscal year 2019 have no material impact on the net assets, financial position and results of operations of the WashTec Group.

IFRS 16 Leases requires lessees normally to recognize all leases as a right-of-use asset and a lease liability. There are exemptions for shortterm leases and leases of low-value assets. The new standard primarily relates to leases previously accounted for by lessees as operating leases and to all new leases. IFRS 16 was adopted for the first time using the modified retrospective approach. Profit carried forward is unaffected. Prior-year comparative figures have not been restated.

On transition to IFRS 16, right-of-use assets and lease liabilities were recognized in the amount of €18,679k each as of January 1, 2019. The newly recognized leases primarily relate to rented buildings and leasing of service vehicles. As a result of the first time adoption of IFRS 16, earnings per share for the period January 1, 2019 to June 30, 2019 were reduced by €0.01 per share.

On the first time adoption of IFRS 16, the WashTec Group made use of the exemptions for leases of low-value assets. In addition, initial direct costs were excluded from the measurement of right-of-use assets. There were no onerous leases at the date of initial application of IFRS 16 and therefore no right-of-use assets were impaired.

In respect of existing leases previously classified as operating leases, right-of-use assets were recognized at the date of initial application with the same carrying amount as the associated lease liability. Lease liabilities are measured at the present value of the remaining lease payments. They are discounted using the lessee's incremental borrowing rate as of January 1, 2019. The lessee's incremental borrowing rate was determined over various maturities on the basis of a risk-free interest rate plus a margin and a country-specific risk. The weighted average lessee's incremental borrowing rate applied to lease liabilities as of January 1, 2019 was 1.5%.

For leases previously classified as finance leases, the right-of-use asset and the lease liability were measured on initial application of IFRS 16 at the carrying amount of the leased asset in accordance with IAS 17 and the carrying amount of the lease liability in accordance with IAS 17 immediately before the date of initial application of IFRS 16. The measurement principles under IFRS 16 are only applied from then onwards.

Reconciliation of operating lease obligations as of December 31, 2018 to lease liabilities recognized as of January 1, 2019 in accordance with IFRS 16:

2019
29,781
–265
2,965
–7,706
–2,874
–220
–37
21,644
7,564
14,080

The right-of-use assets recognized as of June 30, 2019 relate to the following asset categories:

Jun 30, 2019 Jan 1, 2019
Right-of-use assets: land and buildings 10,571 12,043
Right-of-use assets: other plant,
fixtures and fittings
5,442 6,636
Right-of-use assets: machinery 2,449 2,825
Total right-of-use assets 18,462 21,504

The right-of-use assets for machinery comprise the assets accounted for as finance leases in accordance with IAS 17 until December 31, 2018.

Depreciation of right-of-use assets amounted to €3,970k in the first half of 2019; the interest expense on lease liabilities was €168k. In the consolidated cash flow statement interest expense on lease liabilities is presented within the net cash flow from financing activities.

Change of the accounting policy

A lease is a contract that conveys the right to use an asset (the underlying asset) for an agreed period of time in exchange for consideration. For all leases, the WashTec Group normally recognizes a right-of-use asset and a lease liability for the lease payments. Leases are recognized as a right-of-use asset and a corresponding lease liability at present value from the time the underlying asset is made available to the WashTec Group.

Lease liabilities comprise fixed payments (including in-substance fixed payments), variable lease payments that depend on an index or a rate, amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if it is reasonably certain to be exercised and payments of penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate the lease. Lease payments are discounted at the lessee's incremental borrowing rate. The lessee's incremental borrowing rate is determined over various maturities on the basis of a risk-free interest rate plus a margin and a country-specific risk. Each lease payment is separated into principal and interest components. The interest expense is recognized in profit or loss in each period over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the lease liability.

Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease incentives received, any direct costs incurred by the lessee and the estimated cost relating to dismantling obligations.

Leases are generally entered into for fixed periods of one to three years but may include implicit extensions or extension and termination options. The WashTec Group makes use of such arrangements to obtain maximum flexibility across the lease portfolio.

When determining the lease term, Management considers all facts and circumstances that create an economic incentive to exercise any options to extend or not to exercise any option to terminate. Changes in the lease term due to the exercise of options to extend or options to terminate are only included in the lease term if it is reasonably certain that the option to extend will be exercised or the option to terminate will not be exercised. This is reassessed upon the occurrence of any significant event or any significant change in circumstances that affects the previous assessment and is in the control of the lessee. Lease terms are negotiated individually and include a large variety of different conditions.

Subsequent measurement is at amortized cost. The right-of-use assets are depreciated on a straight-line basis over the shorter of useful life and lease term.

The WashTec Group makes use of the exemptions for short-term leases and leases of low-value assets and recognizes their lease payments on a straight-line basis as an expense in profit or loss. In addition, IFRS 16 is not adopted to leases of intangible assets.

Effects of new standards that have been issued by IASB and the IFRS Interpretations Committee and do not yet have to be adopted in fiscal year 2019:

The remaining standards, interpretations and amendments issued by the IASB and the IFRS Interpretations Committee do not yet have to be adopted in fiscal year 2019. They have no material impact on the net assets, financial position and results of operations of the WashTec Group.

The WashTec Group had not elected early adoption of these standards as of June 30, 2019. First-time adoption of the standards is planned when they are recognized and endorsed by the EU.

3. Segment reporting

Segmentation using the management approach at the WashTec Group is by sales territories. The sales territories are defined as the regions Europe, North America and Asia/Pacific. For a description of the events in the first half year reference is made to the Interim Group Management Report.

Jan to Jun 2019 Europe North Asia/ Consol Group
in €k America Pacific idation
Revenue 168,624 27,845 8,057 –5,464 199,061
with third parties 163,285 27,719 8,057 0 199,061
with other divisions 5,339 125 0 –5,464 0
EBIT 15,537 –5,195 –1,168 76 9,251
EBIT margin in % 9.2 –18.7 –14.5 4.7
Financial income 71
Financial expenses 345
EBT 8,977
Income taxes 4,622
Consolidated net income 4,355
Jan to Jun 2018 Europe North Asia/ Consol Group
in €k America Pacific idation
Revenue 166,714 30,867 8,420 –5,888 200,113
with third parties 160,939 30,754 8,420 0 200,113
with other divisions 5,775 114 0 –5,889 0
EBIT 21,791 –2,945 –284 –243 18,319
EBIT margin in % 13.1 –9.5 –3.4 9.2
Financial income 4
Financial expenses 325
EBT 17,998
Income taxes 6,589
Consolidated net income 11,408

Disaggregation of revenue with customers by fulfillment of the performance obligation and revenue recognition

January to June 2019 Europe North Asia/ Con Group
in €k America Pacific solidation
Recognition at a point in time 168,112 26,544 8,057 –5,464 197,250
Recognition over time 511 1,300 0 0 1,812
January to June 2018 Europe North Asia/ Con Group
in €k America Pacific solidation
Recognition at a point in time 165,810 29,802 8,420 –5,888 198,144
Recognition over time 904 1,065 0 0 1,969

4. Equity

The subscribed capital of WashTec AG as of June 30, 2019 is €40,000k. It is divided into 13,976,970 no-par-value bearer shares and is fully paid in.

The average number of issued and outstanding shares is 13,382,324 (prior year: 13,382,324).

The Annual General Meeting of WashTec AG on April 29, 2019 resolved to appropriate the distributable profit of €34,484,446.82 shown in the Company's (German Commercial Code-basis) annual financial statements for fiscal year 2018 as follows: Payment of a dividend of €2.45 per eligible share, totaling €32,786,693.80, with the remaining distributable profit of €1,697,753.02 to be carried forward.

Authorized capital

As the authorization to create authorized capital by resolution of the Annual General Meeting of May 11, 2016 expired on May 10, 2019, it was resolved at the Annual General Meeting on April 29, 2019 to

revoke the previous authorization and to grant the Management Board renewed authorization to create authorized capital with authorization to exclude shareholder preemptive rights.

By resolution of the Annual General Meeting on April 29, 2019, the Management Board is authorized, subject to the consent of the Supervisory Board, to increase the registered share capital on one or more occasions on or before June 30, 2022 by a total amount of up to €8,000,000 (Authorized Capital) by issuing new no-par-value bearer shares in exchange for cash and/or non-cash contributions. The shareholders must normally be granted preemptive rights in this connection.

The Management Board is authorized, subject to the consent of the Supervisory Board, to exclude the preemptive rights of shareholders:

  • for fractional amounts;
  • if the new shares are issued in exchange for a non-cash contribution, including in connection with the acquisition of companies, parts of companies or interests in companies;

  • in the event of capital increases in exchange for cash contributions if at the time of the final fixing of the issue price by the Management Board the issue price of the new shares is not significantly lower, within the meaning of section 203 (1) and (2) and section 186 (3) sentence 4 AktG, than the stock market price of existing publicly listed shares of the same class and with the same features, and the pro rata amount of the share capital attributable in total to the new shares on which preemptive rights are excluded does not exceed 10% at the time this authorization becomes effective or, if the pro rata amount is then lower, at the time this authorization is exercised.

  • to the extent necessary in order to grant the holders of warrant-linked and/or convertible bonds issued by the Company or its subsidiaries a right to subscribe for new shares in the scope to which they would be entitled if they exercised their option or conversion right or fulfilled their conversion or option obligations.

The Management Board is authorized, subject to 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 issue.

The Supervisory Board is authorized to revise the text of Section 5.1 of the Articles of Association after full or partial implementation of the capital increase from Authorized Capital.

Contingent capital and issue of warrant-linked and convertible bonds, participation rights or participation bonds or a combination of such instruments

The Contingent Capital I existing pursuant to Section 5.2 of the Company's Articles of Association expired on May 10, 2019 since the authorization granted by the Annual General Meeting on May 11, 2016 to issue warrant-linked and convertible bonds, participation rights or participating bonds or a combination of such instruments was never exercised. No proposal to renew that authorization was put forward at the Annual General Meeting on April 29, 2019.

Purchase and use of treasury shares

As the authorization to purchase treasury shares granted by resolution of the Annual General Meeting of May 11, 2016 expired on May 10, 2019, it was resolved at the Annual General Meeting of April 29, 2019 to revoke the previous authorization and to grant the Company renewed authorization to purchase and make use of treasury shares.

In accordance with the renewed authorization, the Company is authorized pursuant to Section 71 (1) 8 AktG, on or before June 30, 2022 and for purposes other than to trade in the Company's own shares, to acquire the Company's own shares in the amount of up to 10% of the share capital at the time of the resolution or – if lower – at the time the authorization is exercised.

Other than by way of sale on the stock exchange or by way of an offer to all shareholders, the Management Board is authorized, subject to the consent of the Supervisory Board, to make use of treasury shares acquired on the basis of the authorization granted at the Annual General Meeting on April 29, 2019 or on the basis of a previously granted authorization as follows: They may

  • be offered and transferred to third parties as consideration in connection with the direct or indirect acquisition of companies, parts of companies or interests in companies or in connection with business combinations;
  • be used to service options issued in a stock option program to members of the management of companies affiliated with the Company and to employees of the Company or of companies affiliated with the Company; or

be used in other ways provided that the Company's treasury shares are utilized against cash payment and at a price that is not significantly lower than the stock exchange price of the Company's shares at the time of disposal. This authorization is additionally restricted to shares with a pro rata amount of the share capital that may not exceed a total of 10% of the share capital at the time this authorization becomes effective or, if lower, at the time this authorization is exercised.

The Supervisory Board is authorized to use the treasury shares acquired on the basis of this authorization to service options issued in a stock option program to members of the Management Board of the Company.

The aforementioned authorizations for use other than by way of sale on the stock exchange or by way of an offer to all shareholders may be exercised in whole or in part and on one or more occasions. The use made may be for one or more of the aforementioned purposes. Shareholders' preemptive rights to treasury shares are excluded to the extent that, in accordance with the above authorizations, the shares are used other than by way of sale on the stock exchange or by way of an offer to all shareholders.

The Management Board is authorized, subject to the consent of the Supervisory Board, to cancel shares acquired on the basis of the above authorization or a previously granted authorization, in whole or in part, without the cancellation or its execution requiring a further resolution of the Annual General Meeting. Cancellation results in a reduction in capital. In departure from this, the Management Board may stipulate that instead of a reduction in capital, the pro rata share of the share capital attributable to each remaining share is increased. In this event, the Management Board is authorized to revise the number of shares in the Company's Articles of Association.

5. Financial instruments: additional disclosures

The following table shows the carrying amounts and classification of financial instruments within the respective balance sheet items.

Carrying amounts, measurement and fair value by category:

in €k IFRS 9 Carrying
Measurement under IFRS 9
Measurement Fair value IFRS 13 level
category amount
Jun 30, 2019
Amortized
cost
At fair value
through profit
or loss
under IAS 16 Jun 30, 2019
Assets
Cash and cash equivalents AC* 6,670 6,670
Current trade receivables AC* 68,937 68,937
Non-current trade receivables FVthP/L* 6,967 6,967 6,967 2
Other financial assets AC* 1,446 1,446
Equity and liabilities
Trade payables FLAC* 14,949 14,949
Interest-bearing loans FLAC* 67,207 67,207
Other financial liabilities FLAC* 17,609 17,609
Lease liabilities n/a 18,527 18,527
Derivative financial liabilities FVthP/L* 257 257 257 2
in €k IFRS 9 Carrying Measurement under IFRS 9 Measurement Fair value IFRS 13 level
category amount
Dec 31, 2018
Amortized
cost
At fair value
through profit
or loss
under IAS 17 Dec 31, 2018
Assets
Cash and cash equivalents AC* 11,630 11,630
Current trade receivables AC* 68,631 68,631
Non-current trade receivables FVthP/L* 7,729 7,729 7,729 2
Other financial assets AC* 1,018 1,018
Equity and liabilities
Trade payables FLAC* 18,463 18,463
Interest-bearing loans FLAC* 18,741 18,741
Other financial liabilities FLAC* 18,169 18,169
Finance lease liabilities n/a 2,965 2,965 2,965
Derivative financial liabilities FVthP/L* 208 208 208 2

*AC: financial assets at amortized cost; FLAC: financial assets at amortized cost; FVthP/L: at fair value through profit or loss

Due to their short terms, the fair values of trade receivables, trade payables and cash and cash equivalents as well as other financial assets and other financial liabilities generally match their carrying amounts. The fair value of non-current trade receivables and finance lease liabilities has been determined by discounting the expected future cash flows at current market interest rates.

Foreign exchange forwards are measured at fair value using expected exchange rates quoted on a regulated market.

The fair value of the financial instruments is classified by maturity as follows:

in €k Jun 30, 2019 Dec 31, 2018
Current 257 208
Total 257 208

6. Contingent liabilities and other financial obligations

There was no material change in contingent liabilities and other financial obligations relative to December 31, 2018.

7. Related party disclosures

There were no material related party transactions within the meaning of IAS 24 during the reporting period.

Management Board and Supervisory Board shareholdings developed as follows:

Shares held by members of the management board
(units)
Jun 30, 2019 Dec 31, 2018
Dr. Volker Zimmermann (until February 28, 2019) 16,100
Axel Jaeger 4,900 4,900
Karoline Kalb 3,590 3,590
Stephan Weber 3,740 3,740
Shares held by members of the supervisory board
(units)
Jun 30, 2019 Dec 31, 2018
Dr. Günter Blaschke 52,060 50,000
Ulrich Bellgardt 28,070 27,500
Jens Große-Allermann* 0 0
Dr. Sören Hein 5,450 5,000
Dr. Hans Liebler 5,500 5,000
Dr. Alexander Selent 1,500 1,000

* Mr. Jens Große-Allermann sits on the Management Board of Investmentaktiengesellschaft für langfristige Investoren TGV, which according to a notification dated July 31, 2009 held 758,358 voting shares (5.43%) of WashTec AG.

8. Events after the balance sheet date

By resolution of the Supervisory Board of July 11, 2019, the Company's Management Board was supplemented by creating an additional position of Chief Executive Officer (CEO). Dr. Günter Blaschke, member and Chairman of the Supervisory Board of WashTec AG, was appointed by the Supervisory Board as member of the Management Board and also Chief Executive Officer for the period July 15, 2019 to December 31, 2019 pursuant to Section 105 (2) of the German Stock Corporation Act (AktG). The main focus of his activities will be the implementation of the announced structural adjustments and cost measures.

For the duration of Dr. Blaschke's secondment to the Management Board, Ulrich Bellgardt was appointed the new Chairman of the Supervisory Board; his deputy for the period is Dr. Alexander Selent.

In addition, the Supervisory Board resolved that member of the Management Board Dr. Ralf Koeppe will assume the position of Chief Executive Officer from January 1, 2020. Dr. Koeppe has been Chief Technical Officer since July 1, 2019 and will also continue to hold that position in the future. In the interim, he will primarily focus on the further extension of the Company's technology leadership.

Responsibility Statement

»To the best of our knowledge, and in accordance with the applicable reporting principles for interim reporting, the interim condensed consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the group, and the group interim 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 material opportunities and risks associated with the expected development of the group.«

Augsburg, July 25, 2019

Dr. Günter Blaschke CEO

Axel Jaeger Member of the Management Board

Karoline Kalb Member of the Management Board

Dr. Ralf Koeppe Member of the Management Board

Stephan Weber Member of the Management Board

Review Report

To WashTec AG

We have reviewed the condensed consolidated interim financial statements – comprising the consolidated income statement, consolidated of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement, selected explanatory notes – and the interim group management report of WashTec AG for the period from January 1 to June 30, 2019 which are part of the half-year financial report pursuant to § (Article) 115 WpHG (»Wertpapierhandelsgesetz«: German Securities Trading Act). The preparation of the condensed consolidated interim financial statements in accordance with the IFRS applicable to interim financial 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 Board of Managing Directors. Our responsibility is to issue a review report on the condensed consolidated interim financial statements and on the interim group management report based on our review.

We conducted our review of the condensed consolidated interim financial statements and the interim group management report in accordance with German generally accepted standards for the review of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with moderate assurance, that the condensed consolidated interim financial statements have not been

prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU and 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. A review is limited primarily to inquiries of company personnel and analytical procedures and therefore does not provide the assurance attainable in a financial statement audit. Since, in accordance with our engagement, we have not performed a financial 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 financial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the EU nor 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 25, 2019

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

Holger Graßnick Sebastian Stroner Wirtschaftsprüfer Wirtschaftsprüfer

Contact

Financial Calendar

WashTec AG Telephone +49 821 5584-0 Argonstrasse 7 Telefax +49 821 5584-1135 86153 Augsburg www.washtec.de Germany [email protected]

Sep 23–26, 2019 Baader Bank Investment Conference, Munich Oct 25, 2019 Financial Statement Q3 2019 Nov 25–27, 2019 Equity Forum, Frankfurt