FINANCIAL REPORT H1 2016

Transcription

1 UNTERNEHMENS INVEST AG FINANCIAL REPORT H Unternehmens Invest AG 02 Letter to shareholders 03 Interim group management report 07 Consolidated financial statements 11 Notes 14 Statement of all legal representatives 15 Other information

2 02 LETTER TO SHAREHOLDERS UIAG HAS AGAIN PROVED ITS POSITION AS A PROACTIVE INVESTOR The first half 2016 was characterized by significant changes in the investment portfolio. The transactions confirmed UIAG s strategy to retain the industrial leadership in its shareholdings: In February 2016 UIAG acquired the remaining shares of MLU/recordum group and implemented considerable reorganizational measures. At the end of June UIAG sold its shares of Pankl Racing Systems AG for 9.68 and thus achieved a two-digit return on investment. These sales proceedings were the basis for the acquisition of the majority of the German SAP-provider All for One Steeb AG in July. This transaction the biggest in UIAG s history defines our strategic focus towards industrial automation and digitalisation. HALF-YEAR RESULT MORE THAN DOUBLED In the first half 2016 UIAG achieved a net profit after tax of 2.64m and thus more than doubled previous year s result (H1 2015: 1.23m). This increase is due to UIAG s very own company strategy an active investment strategy aiming for long-term value enhancement. Pongratz group started well off into 2016 after the successful repositioning of sales and now heads towards a positive result for The results of LCS group, with its world-wide acting cableway construction company Ludescher, were only slightly below previous year s level despite geopolitical disruptions affecting the pipeline construction. UIAG s growing activities for MLU/recordum group show first positive effects with the reorganized sales organization expanding into new markets Begalom Guss GmbH records positive effects from various measures implemented with UIAG s support and know how. We do closely monitor the world-wide industrial develoments and could adjust our investment strategy towards product integration and information technology ( Industy 4.0 ). The acquisition of the majority of All for one Steeb AG is an important basis for our reorientation. Furthermore UIAG has still sufficient funds at its disposal to review and conduct additional acquisitions of shareholdings. Vienna, September 2016 Rudolf Knünz Chairman Paul Neumann Member

3 INTERIM GROUP MANAGEMENT REPORT 03 INTERIM GROUP MANAGEMENT REPORT on the first half 2016 of UIAG Group, Vienna, Austria IMPORTANT EVENTS IN THE FIRST HALF 2016 (1 JANUARY TO 30 JUNE 2016) On 24 May 2016 the Annual General Meeting for the business year 2015 of Unternehmens Invest Aktien gesellschaft ( UIAG ) took place. The resolution to pay a dividend of 0.70 per share or 2.98m for the share capital passed. Also, the registered office of UIAG was transferred from Wels to Vienna again. By the end of June 2016 UIAG sold the shareholding of 10.1% (or 318,150 shares) in Pankl Racing Systems AG to Pierer Industrie AG. The selling price was approximately 9.68m and a one-time profit in the amount of 2.16m was generated from this transaction. PORTFOLIO STATUS AND PERFORMANCE As at 30 June 2016 UIAG had shareholdings in the following companies: 30 Jun Dec 2015 Operating shareholdings Pongratz Trailer-Group GmbH 99.0% 99.0% MLU-Monitoring für Leben und Umwelt Ges.m.b.H. 60.0% 1) 42.6% 1) Begalom Guss GmbH 60.0% 60.0% 2) LCS Holding GmbH 30.0% 30.0% Financial shareholdings All for One Steeb AG 25.07% 25.07% Pankl Racing Systems AG 10.1% Administration of shareholdings UIAG Holding GmbH 60.0% 60.0% UIAG Informatik-Holding GmbH 100.0% UIAG Beteiligungs GmbH 100.0% UIAG Automotive Beteiligungs GmbH 100.0% 100.0% UIAG has no subsidiaries. 1) Effective share 2) Formerly Begalom GmbH

4 04 INTERIM GROUP MANAGEMENT REPORT Operating shareholdings Pongratz Trailer-Group GmbH In the first half 2016 Pongratz group achieved revenues in the amount of 11.37m, which is an increase of 12% compared to previous year. Pongratz expanded its market leadership once more and with a market share of approximately 36% (2015: approximately 30%) Pongratz group is again number one on the Austrian trailer market. Furthermore the brand Pongratz has been redesigned and the new brand identity will be presented soon. MLU-Monitoring für Leben und Umwelt Ges.m.b.H. In February 2016 UIAG Holding GmbH acquired the remaining 29% of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. and now holds 100%. UIAG invested 150 via UIAG Holding GmbH for this step. The total investment of UIAG via UIAG Holding GmbH now amounts to 1.45m. In the first half 2016 MLU/recordum group achieved revenues in the amount of 1.78m. The order backlog as per August was 1.29m. In the course of the current reorganization phase MLU/recordum group focusses on a comprehensive cost optimiziation program, the strengthening of the distribution and the development of strategic partnerships to improve their position as a supplier for comprehensive solutions. Begalom Guss GmbH Two Begalom companies were merged to simplify the company structure, whereby UIAG now holds a 60% share in Begalom Guss GmbH. Begalom Guss GmbH achieved revenues in the amount of 2.91m in the first half The positive effects from the quality and efficiency enhancement measurements were clearly recognizable and will lead to further optimizations in LCS Holding GmbH The consolidated revenues of LCS group in the first half 2016 amounted to 7.79m and are approximately 10% below the previous year. This is mainly due to fluctuations of the project business as numerous pipeline projects of the oil and gas industry were further postponed. ECCON GmbH, specialized for variable roofing systems, submitted two offers for stadium roofing systems. Financial shareholdings All for One Steeb AG In the first three quarters 2015/16 (1 Oct 2015 to 30 Sep 2016) All for One Steeb AG achieved sales in the amount of 199.9m (+11%) and an EBIT of 14.6m (+1%). Revenues increased in all segments: outsourcing & cloud services including software maintenance (+6%); sale of software licenses (+16%); and consulting revenues (+15%). Earnings after tax amounted to 9.6m (+8%). For the financial year 2015/16 revenues between 255m and 265m and an EBIT between 17.5m to 19.5m are expected. In July 2016 UIAG Informatik-Holding GmbH UIAG holds the majority of this company acquired 25.07% (or 1,248,873 shares) of All for One Steeb AG. Besides UIAG several selected co-investors hold shares of UIAG Informatik- Holding GmbH. UIAG can exercise full voting rights for the acquired shares of All for One Steeb AG under a proxy upon its own discretion and thus holds 50.14% of the total voting rights. Paul Neumann will prospectively be appointed to the Supervisory Board of All for One Steeb AG.

5 INTERIM GROUP MANAGEMENT REPORT 05 Pankl Racing Systems AG Pankl group increased its revenues in the first half 2016 by 8% to 95.39m and the EBIT by 20% to 8.00m. By the end of June 2016 UIAG sold the shareholding of 10.1% (or 318,150 shares) in Pankl Racing Systems AG to Pierer Industrie AG. The selling price was approximately 9.68m and a one-time profit in the amount of 2.16m was generated from this transaction. Administration of shareholdings UIAG Holding GmbH UIAG Holding GmbH is the administrative holding for the MLU/recordum group. The shareholders of UIAG Holding GmbH are UIAG (60%), Knünz GmbH (15%) and Q-Advisers group (25%) UIAG Informatik-Holding GmbH UIAG Informatik-Holding GmbH was founded in June 2016 for the purpose of the acquisition of 25.07% of All for One Steeb AG. After the increase of the nominal capital to 1.46m in July 2016 UIAG holds a share of 53.55% of UIAG Informatik-Holding GmbH. UIAG Beteiligungs GmbH, UIAG Automotive Beteiligungs GmbH Both companies currently do not hold any shareholdings. RESEARCH AND DEVELOPMENT MLU/recording group constantly works on developments of the product range, from software developments for system integration to monitoring solutions. Also Pongratz group constantly develops existing and new products. RISK REPORT Regarding substantial risks, we refer to the group management report as at 31 December 2015 in the annual financial report UIAG SHAREHOLDER STRUCTURE 30 Sep Dec 2015 Knünz Invest Beteiligungs GmbH 54.03% 54.03% Knünz GmbH 23.17% 22.99% Nucleus Beteiligungs GmbH 14.67% 14.59% Free float 8.13% 8.39%

6 06 INTERIM GROUP MANAGEMENT REPORT PERFORMANCE OF THE UIAG SHARE As at 30 June 2016 the closing price of UIAG shares amounted to (market capitalization: 88.61m). As at 26 September 2016 the closing price of UIAG shares amounted to (market capitalization: 93.71m). 120% 110% 100% 90% 80% Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun UIAG ATX indexed OUTLOOK Now UIAG has sufficient funds at its disposal to review and conduct additional acquisitions of shareholdings. UIAG will continue to actively pursue investment opportunities, strengthen existing shareholdings financially and acquire new shareholdings. Following its business strategy to invest in medium sized companies UIAG strives to acquire industrial enterprises with growth potential and provide them with equity and know how to support their entrepreneurial development. Vienna, 30 September 2016 The Management Board of Unternehmens Invest AG Rudolf Knünz Chairman Paul Neumann Member

7 CONSOLIDATED FINANCIAL STATEMENTS 07 CONSOLIDATED FINANCIAL STATEMENTS on the first half 2016 of UIAG Group, Vienna, Austria CONSOLIDATED BALANCE SHEET ASSETS in k 30 Jun Dec 2015 Non-current assets Intangible assets 3,143 3,016 Tangible assets 7,504 6,536 Financial assets recognized at equity 26,515 26,031 Deferred taxes Other non-current assets 2,143 10,833 39,619 46,602 Current assets Inventory 5,627 5,116 Trade receivables and other receivables 14,091 3,168 Cash and cash equivalents 24,064 29,295 Other current assets 6,320 6,561 50,102 44,140 Total assets 89,721 90,742 EQUITY AND LIABILITIES in k 30 Jun Dec 2015 Equity Share capital 30,898 30,898 Provisions including consolidated profit 45,773 46,880 Equity attributable to shareholders of the parent company 76,671 77,778 Non-controlling interests ,750 78,570 Non-current liabilities Financial liabilities 3,547 3,590 Personnel liabilities Deferred tax expenses Other non-current liabilities 1,822 1,477 6,268 6,389 Current liabilities Financial liabilities 1,796 2,176 Trade payables and other liabilities 4,777 3,322 Provisions Tax liabilities ,703 5,783 Total equity and liabilities 89,721 90,742

8 08 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT in k H H Revenues 16,055 11,112 Cost of goods sold (13,870) (10,065) Gross profit from revenues 2,185 1,047 Distribution expenses (663) (434) Research and development expenses (127) (86) Administrative expenses (2,837) (2,140) Other operating expenses (54) 0 Other operating income Operating result (1,049) (810) Interest income (38) (16) Results of associates recognized at equity 1,728 1,854 Other finance and participation result 2, Earnings before tax 2,932 1,246 Tax expenses (292) (14) Net profit of the period 2,640 1,232 thereof: Shareholders of parent company 2,753 1,116 Non-controllling interests (113) 116 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME in k H H Net profit of the period 2,640 1,232 Items, that can be subsequently reclassified into profit or loss: Financial assets available for sale net change of fair value (1,705) 222 Currency translation differences recognized at equity 7 0 Deferred taxes 426 (56) (1,272) 167 Items, that cannot be subsequently reclassified into profit or loss: Reassessment of defined benefit obligations 0 (8) Deferred taxes (6) Other comprehensive income (1,272) 161 Total comprehensive income 1,368 1,393 thereof: Shareholders of parent company 1,481 1,277 Non-controllling interests (113) 116 Result per share (diluted = undiluted)

9 CONSOLIDATED FINANCIAL STATEMENTS 09 CONSOLIDATED CASH FLOW STATEMENT in k H H Consolidated cash flow from the result (928) 1,959 Change of working capital (453) (3,664) Consolidated cash flow from operating activities (1,381) (1,705) Consolidated cash flow from investing activities (239) (456) Consolidated cash flow from financial activities (3,611) (4,392) Change in the liquidity of the group (5,231) (6,553) Cash and cash equivalents at the beginning of the period 29,295 41,799 Cash and cash equivalents at the end of the period 24,064 35,246 consisting of: Cash, cheques and cash in bank 24,064 35,246 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY in k Attributable to shareholders of the parent company Non- Total Share Provisions OCI Total controlling group capital including reserve interests equity consolidated profit As at 1 Jan ,898 47, , ,533 Other comprehensive income Net profit for the business year 0 1, ,181 (599) 582 Total comprehensive income 0 1, ,249 (598) 651 Dividends 0 (2,550) 0 (2,550) 0 (2,550) Acquisition of subsidiaries with non-controlling interests 0 (427) 0 (427) 1, Transactions with shareholders of the parent company 0 (2,977) 0 (2,977) 1,363 (1,614) As at 31 Dec ,898 46, , ,570 As at 1 Jan ,898 46, , ,570 Other comprehensive income 0 0 (1,272) (1,272) 0 (1,272) Net profit for the period 0 2, ,753 (113) 2,640 Total comprehensive income 0 2,753 (1,272) 1,481 (113) 1,368 Dividends 0 (2,975) 0 (2,975) 0 (2,975) Acquisition of subsidiaries with non-controlling interests (600) (213) Transactions with shareholders of the parent company 0 (2,588) 0 (2,588) (600) (3,188) As at 30 Jun ,898 46,224 (451) 76, ,750

10 10 CONSOLIDATED FINANCIAL STATEMENTS SEGMENT REPORTING in k UIAG Pongratz UIAG Begalom Consoli- Group Group Holding Group dation Group 30 Jun 2016 Revenues 0 11,367 1,781 2, ,055 thereof external 0 11,367 1,781 2, ,055 Depreciation (27) (253) (25) (106) 0 (411) Operating result (EBIT) (975) 317 (143) (248) 0 (1,049) Interest income (94) 40 Interest expenses 0 (116) (41) (15) 94 (78) Result from companies recognized at equity 1, ,728 Other finance and participation result 2,293 (2) ,291 Earnings before tax 3, (184) (263) 0 2,932 Assets 79,746 12,954 4,158 2,546 (9,683) 89,721 Companies recognized at equity 26, ,515 Investment in intangible and tangible assets 1, ,816 Liabilities 1,995 9,994 4,507 2,211 (5,736) 12, Jun ) Revenues 0 10,106 1, ,112 thereof external 0 10,106 1, ,112 Depreciation (9) (290) (15) 0 0 (314) Operating result (EBIT) (817) (464) (27) (810) Interest income (141) 58 Interest expenses 0 (184) (31) (74) Result from companies recognized at equity 1, ,854 Other finance and participation result 220 (2) Earnings before tax 1,454 (650) (358) Assets 80,756 13,187 5,859 3,436 (8,739) 94,499 Companies recognized at equity 25, ,010 Investment in intangible and tangible assets Liabilities 3,200 11,299 5,595 2,354 (6,499) 15,949 1) Previous year s figures were adjusted as the structure of the segments changed.

11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS on the first half 2016 of UIAG Group, Vienna, Austria ACCOUNTING AND VALUATION METHODS The unaudited and abridged consolidated interim report as at 30 June 2016 of Unternehmens Invest Aktiengesellschaft ( UIAG ) was set up in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in accordance with interpretations of the International Reporting Interpretations Committee (IFRIC) to the extend used in the EU and in accordance with the rules for interim reports in IAS 34. The same reporting rules and accounting and valuation methods were used as at 31 December For further information on the accounting and valuation methods it is referred to the published and audited annual report as at 31 December 2015, which served as basis for these interim accounts. Explanatory notes regarding substantial events and transactions that are a prerequisite for the understanding of the interim report as at 30 June 2016 are included in the condensed interim report. SCOPE OF CONSOLIDATION All major subsidiaries under the control of Unternehmens Invest AG are included in the interim report for the first half As at 30 June 2016 UIAG has the following shareholdings: Company Share Method of consolidation UIAG Automotive Beteiligungs GmbH, Wels, Austria 100.0% AC UIAG Beteiligungs GmbH, Vienna, Austria 100.0% AC UIAG Informatik-Holding GmbH, Vienna, Austria 100.0% AC Pongratz Trailer-Group GmbH, Proleb, Austria 99.0% FC Pongratz s.r.o., Modra, Slovakia 99.0% FC Pongratz s.r.o., Kralovice, Czech Republic 99.0% AC UIAG Holding GmbH, Vienna, Austria 60.0% FC BEGALOM Guss GmbH, Altmünster, Austria 60.0% FC MLU-Monitoring für Leben und Umwelt Ges.m.b.H., Wiener Neudorf, Austria 60.0% FC recordum Messtechnik GmbH, Wiener Neudorf, Austria 60.0% FC MLU Meßtechnik für Luft und Umwelt GmbH, Essen, Germany 60.0% FC MLU Spolka z.o.o., Katowice, Poland 60.0% FC LCS Holding GmbH, Sulz, Austria 30.0% AE All for One Steeb AG, Filderstadt, Germany 25.07% AE AC = At cost due to immateriality VK = Full consolidation AE = At equity

12 12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In this reporting period the share of MLU-Monitoring für Leben und Umwelt Ges.m.b.H. and its subsidiaries held via UIAG Holding GmbH was increased to 100%. UIAG had a 60% shareholding in Begalom GmbH. Due to a downstream merger of Begalom GmbH to Begalom Guss GmbH UIAG now holds a direct shareholding of 60% of Begalom Guss GmbH. Furthermore two companies UIAG Beteiligungs GmbH and UIAG Informatik-Holding GmbH were founded, both had no operational activity until 30 June NOTES TO THE CONSOLIDATED INCOME STATEMENT The core business of UIAG is the acquisition of shareholdings, therefore the business performance has to be observed over an extended period of time. Consequently, quarterly results may be subject to fluctuations. Analysing the income statement it has to be considered that previous year s figures cannot be compared directly because of the different dates of the first-time consolidation (Begalom group was not included at all; only one quarter for MLU/recording group was included). In the first half 2016 UIAG achieved revenues in the amount of 16,055k (H1 2015: 11,112k) from the shareholdings in Pongratz Trailer-Group GmbH, MLU/recordum group and Begalom Guss GmbH. The increase in revenues and the margin optimization improved the EBIT ( 1,049k) compared to previous year s (H1 2015: 810k) 1). The financial result as at 30 June 2016 was 3,981k (H1 2015: 2,056k) which can be attributed to the sale of the shares of Pankl Racing Systems AG in the amount of 2,155k and the valuation of companies recognized at equity. The negative other comprehensive income for the first half 2016 of 1,272k can also be attributed to the sale of the Pankl shares as the registered, but not yet realized revaluation results from the other comprehensive income were transferred to the income statement. Fair value adjustments of existing financial instruments were also recognized. NOTES TO THE CONSOLIDATED BALANCE SHEET The balance sheet total decreased from 90,742k (31 December 2015) to 89,721k as at 30 June The equity ratio amounts to approximately 85.5%. The major assets include cash and cash equivalents in the amount of 24,064k (31 December 2015: 29,295k), the shares of LCS Holding GmbH of 3,203k (31 December 2015: 3,162k) and All for One Steeb AG of 23,312k (31 December 2015: 22,869k), both recognized at equity. The stock market price of the shares of All for One Steeb AG as at 30 June 2016 was 74,932k. The sale of the shares of Pankl Racing Systems AG (31 December 2015: 8,749k) reduced the other non-current assets. The receivables resulting from the sale are included in the trade receivables and amount to 13,344k (31 December 2015: 2,591k). The other current assets included bond shares and fund shares in the amount of 6,080k (31 December 2015: 6,561k). The trade liabilities increased to 1,767k (31 December 2015: 1,136k) originating from the operating companies. The deferred tax liabilites decreased because of the deconsolidation of the Pankl shares to 124k (31 December 2015: 550k). 1) Includes the restructuring profit of 800k from MLU-Monitoring für Leben und Umwelt Ges.m.b.H. which was retroactively incorporated into the first-time consolidation and therefore not shown in the current result.

13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13 Equity including minority interests amounted to 76,750k (31 December 2015: 78,570k) as at 30 June 2016 resulting from the total comprehensive income of UIAG Group generated in the reporting period and the dividend payment in the amount of 2,975k. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT The cash flow from operating activites amounted to 1,381k in the first half 2016 (H1 2015: 1,705k) mainly resulting from the comprehensive income and the change in working capital. The cash flow from investment activities amounted to 239k and was thus below the previous year s (H1 2015: 456k) and included the investment into real estate and divided payments received. The cash flow from financing activities was 3,611k resulting from profit distribution and payment of non-current liabilities (H1 2015: 4,392k). Cash and cash equivalent decreased by 5,231k to 24,064k compared to 31 December FINANCIAL INSTRUMENTS After the sale of the shares of Pankl Racing Systems AG UIAG holds a bond from Oberbank AG and fund shares (both financial assets available-for-sale) at 30 June Both financial instruments are determined at the fair value step 1. Also included are trade receivables and trade liabilities as well as receivables and liabilities from loans. These items are categorized into loans and receivables and recognized at acquisition cost and deviated only marginally if at all from the fair value when assessed by the management. The group does currently not hold any derivative financial instruments. IMPORTANT EVENTS AFTER 30 JUNE 2016 In July 2016 UIAG acquired via UIAG Informatik-Holding GmbH another 25.07% of All for One Steeb AG. In the course of this transaction UIAG divested shares of UIAG Informatik-Holding GmbH to co-investors but still remained majority shareholder of UIAG Informatik-Holding GmbH with 53.55%.

14 14 STATEMENT OF ALL LEGAL REPRESENTATIVES STATEMENT OF ALL LEGAL REPRESENTATIVES on the first half 2016 of UIAG Group, Vienna, Austria We confirm to the best of our knowledge that the condensed interim financial statements neither audited nor subject to an auditor s review give a true and fair view of the assets, liabilities, financial position and profit or loss of the group as required by the applicable accounting standards and that the group management report gives a true and fair view of important events that have occurred during the first six months of the financial year and their impact on the condensed interim financial statements and of the principal risks and uncertainties for the remaining six months of the financial year and of the major related party transactions to be disclosed. Vienna, 30 September 2016 The Management Board of Unternehmens Invest AG Rudolf Knünz Chairman Paul Neumann Member

15 OTHER INFORMATION 15 OTHER INFORMATION Financial calendar April 2017 Publication of 2016 Annual Financial Report May 2017 Annual General Meeting September 2017 Publication of H Financial Report Investor relations Andrea Salchenegger Am Hof 4, 1010 Vienna, Austria P (+43 1) F (+43 1) E office@uiag.at, Imprint: Owner and publisher: Unternehmens Invest AG, Am Hof 4, 1010 Vienna, Austria Registered at the Commercial Court Vienna: FN f While every care was taken in compiling this report and checking that the data it contains is correct, slight differences in totals from adding up rounded amounts and percentages, typographical errors and misprints cannot be excluded. This report and the forward-looking statements it contains were prepared on the basis of all the data and information available at the time of going to press. We wish to point out, however, that various factors may cause the actual results deviate from the forward-looking statements given in the report.

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