1. business and industrial
2. company
3. annual report

Q3
Quarterly Report
03/2014
Highlights
>
Subdued market performance throughout Europe in third quarter following typically weak summer
season; CENTROTEC revenue for quarter of EUR 146.3 million slightly down on prior-year level
(EUR 147.1 million)
-
Climate Systems revenue of EUR 109.4 million roughly at prior-year level (EUR 110.0 million);
climate and international business remain difficult; heating market in Germany clearly in retreat
since middle of year
-
Gas Flue Systems enjoys growth for core products; revenue for quarter of EUR 26.7 million slightly
up on previous year (EUR 26.4 million)
-
Medical Technology & Engineering Plastics third-quarter revenue of EUR 10.2 million down on
previous year, when revenue for Medical Technology area temporarily boosted by major contract
(EUR 10.7 million)
>
Operating result roughly at prior-year level despite weak market development
-
EBITDA of EUR 20.2 million almost at prior-year level (EUR 20.3 million)
-
Depreciation and amortisation up significantly to EUR 5.5 million (previous year EUR 5.1 million)
as result of higher investment volume over past 18 months
-
EBIT of EUR 14.7 million therefore down on the prior-year figure of EUR 15.2 million
-
Quarter brings further EUR 0.3 million improvement in net interest
-
EPS of EUR 0.54 million in third quarter almost on par with previous year (EUR 0.56)
-
Net borrowings reduced slightly compared with previous year despite slightly higher net working
Q03/2014| CENTROTEC Highlights
capital
>
Outlook: weak market development means prior-year earnings will no longer be matched
-
German heating market well down on prior-year level since mid-way through year
-
No signs of economic recovery in France, Netherlands, Italy and Spain
-
Climate for investment in Austria and Eastern Europe adversely affected by Ukraine crisis
-
Forecast: revenue expected to equal or slightly exceed prior-year figure; operating result (EBIT)
now expected to be closer to EUR 32-34 million
Business Performance |
2
Consolidated Key Figures
30/09/2014
[EUR '000]
30/09/2013
[EUR '000]
Changes
[Percent]
Total revenue
390,526
382,967
2.0
Climate Systems
283,762
279,168
1.6
Gas Flue Systems
74,808
71,881
4.1
Medical Technology & Engineering Plastics
31,956
31,918
0.1
EBITDA
36,446
36,703
(0.7)
EBIT
20,303
22,161
(8.4)
5.2
5.8
EBT
17,249
18,871
EAT
11,395
12,478
(8.7)
0.66
0.74
(10.7)
Balance sheet total
454,072
438,677
3.5
Shareholders' equity
204,226
200,427
1.9
45.0
45.7
Earnings
EBIT yield (in %)
EPS (in EUR; basic)
(8.6)
Balance sheet structure *
Equity ratio (%)
Property, plant and equipment
113,742
109,289
4.1
Intangible assets
42,570
43,971
(3.2)
Goodwill
72,256
71,951
0.4
Net financial liabilities
35,818
21,932
63.3
Net working capital
70,315
54,914
28.0
Cash flow statement
Cash flow I (EAT & depreciation/ amortisation)
27,538
27,020
1.9
Cash flow from operating activities
9,179
13,593
(32.5)
Cash flow from investing activities
(19,296)
(17,857)
8.1
3,124
3,108
0.5
Number of shares */**
17,626
17,357
Highest quotation ***
20.20
16.25
Lowest quotation ***
15.08
12.56
Quaterly-end quotation ***
15.24
14.91
Employees
Q03/2014| CENTROTEC Consolidated Key Figures
Total (in FTE)
Shares
* Previous period is related to 31/12/2013
** Weighted average shares outstanding (basic; in thousand)
*** Quotation in EUR
Consolidated Key Figures
|3
Energy-saving systems that maximise
energy efficiency and protect the climate
Solar thermal – at the heart of modern heating systems
Wolf solar thermal
flat collectors:
High-efficiency solar collectors
with an innovative absorber and
effective insulation trap thermal
solar energy, especially in the
spring and autumn.
Solar calorifier and control:
A highly insulated calorifier and
an intelligent control system are
at the heart of an arrangement
that integrates thermal solar
energy into modern heating
systems.
Wolf ComfortLine condensing
boiler range for oil and gas:
The newly developed range of
gas and oil-fired condensing
boilers combines maximum
energy efficiency with low power
consumption, ease of installation
and a comprehensive, convenient
control and operation system.
Condensing gas flue
systems:
The innovative plastic gas flue
systems from Centrotherm/
Ubbink are noted for their
environmental compatibility,
corrosion resistance and
durability. They are moreover
versatile to use and easy to
install, especially in renovation
projects.
Interim Group Management Report
General economic situation
In the third quarter of the current financial year the CENTROTEC Group – hereinafter referred to as
CENTROTEC – had to operate in a deteriorating macroeconomic environment. The economic recovery
forecast at the start of the year for key international markets has so far failed to materialise. In addition,
the conflict between Russia and Ukraine has adversely affected markets in Central and Eastern Europe.
On top of this, the German heating market has shown weakness since mid-way through the year, while
climate control business has remained flat.
Financial performance
Revenue
The CENTROTEC Group generated revenue of EUR 146.3 million in the third quarter of 2014. This was
0.5 % less than in the same period of the previous year. In the first nine months of the current financial
year consolidated revenue came to EUR 390.5 million which, based on the substantial growth of the early
months of the year, was 2.0 % above the prior-year figure of EUR 383.0 million. Germany contributed the
largest share of revenue – just under 58 % – followed by the Netherlands and France, each with just
under ten percent.
Q03/2014 | CENTROTEC Interim Group Management Report
Revenue by segment
[EUR million]
Climate Systems
Gas Flue Systems
Medical Technology &
Engineering Plastics
Total
Q3 2014
Q3 2013
Delta
%
Q1-Q3 2014 Q1-Q3 2013
Delta
%
109.4
110.0
(0.5)
283.8
279.2
1.6
26.7
26.4
1.1
74.8
71.9
4.1
10.2
10.7
(4.7)
32.0
31.9
0.1
146.3
147.1
(0.5)
390.5
383.0
2.0
In the Climate Systems segment the developments observed since the preceding quarter continued in
the third quarter. With the exception of home ventilation with heat recovery, ventilation and climate control
business remained difficult and the overall economic weakness of many countries continued to impact
heating business there. The German heating market has moreover experienced falling sales since the
middle of the year. The slightly increased market shares of Wolf compensated only partly for this latest
development. In the biogas CHP area there was a special boom in the second quarter and early part of
the third quarter because of pull-forward effects in anticipation of regulatory changes. There was a
marked drop in revenue in Austria, Poland and especially Russia and Ukraine. On the other hand revenue
developed positively in Italy, where the intensive sales activities by the sales partner acquired in the
previous year are now paying dividends even though the market remains difficult. Furthermore, business
in China delivered clear growth rates. Overall, revenue for the segment fell short of both the prior-year
figure of EUR 110.0 million and our own expectations, with quarterly revenue ultimately reaching
EUR 109.4 million. Over the first nine months of the current year, cumulative revenue for the segment
came to EUR 283.8 million, an increase of 1.6 % on the corresponding revenue figure from the previous
Business Performance |
5
year (EUR 279.2 million).
The Gas Flue Systems segment increased its revenue by 1.1 % in the third quarter to EUR 26.7 million
(previous year EUR 26.4 million). As in the preceding quarters, growth for the core products for air and
flue gas ducting underpinned this development. Revenue growth was achieved in France and the
Netherlands, both difficult markets which are nevertheless of importance for CENTROTEC. Aggregate
revenue growth of 4.1 % for the year to date, bringing the total to EUR 74.8 million (previous year
EUR 71.9 million), has been driven mainly by the substantial growth figures achieved in the first quarter.
In the Medical Technology & Engineering Plastics segment, third-quarter revenue of EUR 10.2 million
was 4.7 % down on the previous year, when a major contract for Medical Technology had temporarily
boosted the total to EUR 10.7 million. Revenue of EUR 32.0 million for the year to date marginally
exceeded the prior-year figure of EUR 31.9 million.
Earnings
At group level, the third-quarter operating result before interest and taxes (EBITDA) of EUR 20.2 million
was slightly down on the prior-year figure (EUR 20.3 million). The renewed improvement in the gross
profit ratio compensated for the higher personnel expenses. EBIT of EUR 14.7 million (previous year
EUR 15.2 million) was diminished by the higher depreciation and amortisation expense following an
increased capacity buildup over the past two years. The same trend was evident over the first nine
months of the year, too. Charges were in addition incurred for the change in the group’s management.
EBITDA for the first three quarters thus came to EUR 36.4 million (previous year EUR 36.7 million), and
EBIT reached EUR 20.3 million (previous year EUR 22.2 million) due to the EUR 1.6 million increase in
Q03/2014 | CENTROTEC Interim Group Management Report
depreciation and amortisation.
In the Climate Systems segment, the third quarter of 2014 brought declining sales in the German heating
market, compounding the weak sales that had already previously been observed in international
business; this put pressure on earnings. Nevertheless EBITDA and EBIT for the Climate Systems
segment were maintained at EUR 14.5 million and EUR 11.0 million respectively thanks to a successful
drive to optimise operations and a special boom in biogas combined heat and power units at the start of
the quarter. Both indicators had been at similar levels (EUR 14.3 million and EUR 11.1 million
respectively) in the previous year. This represents an EBIT margin of 10.1 % for the third quarter. The
cumulative result for the first three quarters at EBITDA level came to EUR 24.4 million, as in the previous
year. However EBIT of EUR 14.3 million was down on the previous year (EUR 15.2 million). The EBIT
margin for the first nine months amounted to 5.1 %.
The Gas Flue Systems segment achieved operating results of EUR 4.2 million at EBITDA level – slightly
up on the previous year (EUR 4.1 million) – and EUR 2.8 million at EBIT level; this represented a slight
drop compared with the previous year (EUR 2.9 million). In this segment, too, the gross profit ratio
showed a significant improvement thanks to such factors as the adjusted product mix and increased
insourcing activities. Opposite factors included a modest increase in the personnel expenses ratio. The
EBIT margin for the quarter was 10.5 %. The EBIT margin for the year to date was 4.3 %. However the
operating result of EUR 7.4 million EBITDA (previous year EUR 7.6 million) and of EUR 3.2 million EBIT
(previous year EUR 4.1 million) included an extraordinary charge of EUR 1.0 million in the first quarter for
the change in the company’s management.
The Medical Technology & Engineering Plastics segment posted EBITDA of EUR 1.5 million (previous
Business Performance |
6
year EUR 1.9 million) and EBIT of EUR 0.9 million (previous year EUR 1.3 million) for the third quarter.
These reductions are attributable to a major contract which temporarily increased revenue in the previous
year. The EBIT margin thus came to 8.5 % for the quarter (previous year 11.8 %), The operating result for
the first nine months was unchanged from the previous year, reaching EUR 4.6 million EBITDA and
EUR 2.8 million EBIT.
The further improvement in net interest to EUR 1.1 million (previous year EUR 1.3 million) in the quarter
and to EUR 3.1 million (previous year EUR 3.8 million) for the year to date meant that with the effective
tax rate remaining broadly constant, earnings before tax (EBT) of EUR 13.8 million (previous year
EUR 13.8 million), earnings after tax (EAT) of EUR 9.7 million (previous year EUR 9.6 million) and
earnings per share (EPS) for the third quarter of EUR 0.54 (EUR 0.56) were maintained at approximately
the same level as in the previous year. For the first nine months of the current year, EPS thus came to
EUR 0.66 (previous year EUR 0.74).
Net worth and financial position
There were no material changes in the financial position of the CENTROTEC Group in the first nine
months of the 2014 financial year. Within the consolidated companies, the only changes of note were
prompted by the acquisition of the remaining 20 % shares in Wolf Italia, which had already been
comprehensively consolidated since the third quarter of the previous year, and the establishment of a
fully-owned US subsidiary in the Medical Technology area.
In the third quarter the group’s investment outlay was reduced as planned with the completion of
construction on the new headquarters of the Brink Group, and amounted to EUR 5.0 million (previous
Q03/2014 | CENTROTEC Interim Group Management Report
year EUR 7.2 million). Overall, the CENTROTEC Group invested EUR 19.9 million (previous year
EUR 20.9 million) in the first nine months. This total included EUR 13.8 million (previous year EUR 11.1
million) for the Climate Systems segment, with the new building of the Brink Group accounting for over
half of this sum. In the Gas Flue Systems segment, the investment volume for the first three quarters of
EUR 3.5 million (previous year EUR 6.7 million) was lower than in the previous year, as was the case in
the Medical Technology & Engineering Plastics segment, in which EUR 2.6 million (previous year
EUR 3.1 million) was invested.
The seasonal rise in working capital of EUR 15.4 million or 3.5 % to EUR 70.3 million (end of previous
year EUR 54.9 million) increased the group’s balance sheet total compared with the start of the year to
EUR 454.1 million (end of previous year EUR 438.7 million). Measured against the same period of the
previous year, the balance sheet total remained almost unchanged but the significant increase in property
plant and equipment reflects the temporarily higher investment volume of the past two years. Property
plant and equipment represented 25.0 % of the balance sheet total at the end of the quarter (previous
year 22.1 %). The ploughing-back of profits pushed the equity ratio up from 41.2 % at September 30,
2013 to 45.0 %.
Business Performance |
7
Key financial figures
[EUR million]
30/09/2014
31/12/2013
30/09/2013
Balance sheet total
454.1
438.7
454.4
Shareholders’ equity
204.2
200.4
187.0
Equity ratio (percent)
45.0%
45.7%
41.2%
Net borrowings
35.8
21.9
36.8
Net working capital*
70.3
54.9
68.8
*Current assets – cash and cash equivalents – current, non-interest bearing borrowings
The group’s borrowings of EUR 93.2 million at the end of the quarter were slightly below the figure at the
end of 2013 (EUR 95.1 million), but were EUR 10.2 million below the level for the third quarter of 2013.
However the increased investment volume since the end of 2013 and the higher dividend meant net
borrowings were merely EUR 1.0 million lower than in the third quarter of 2013.
The cash flow from operating activities in the first nine months of the current year came to EUR 9.2 million
(previous year EUR 13.6 million). The slightly reduced earnings, the slightly higher working capital and
the increased amount in taxes paid are the main factors behind the decrease.
The cash flow from investing activities of EUR -19.3 million was below the prior-year figure of EUR -17.9
million in particular due to the increased investment volume in the first half. Over the full year the relative
position is likely to be reversed in view of the current scaling-back of the investment volume as planned,
combined with the rising prior-year basis.
Q03/2014 | CENTROTEC Interim Group Management Report
The cash flow from financing activities at September 30, 2014 was EUR -6.3 million, and therefore well
below the prior-year figure of EUR +8.0 million, despite the increased dividend payment. This is
attributable to the further reduction in borrowings.
Employees
At September 30, 2014 the comprehensively consolidated companies of the CENTROTEC Group
employed a total of 3,247 people (previous year 3,230). Expressed as full-time equivalents (FTE), the
figure was 3,124 (previous year 3,108). The total included 165 temporary workers (previous year 152) at
the end of the period under review. The number of full-time equivalents in the group was thus 0.5 %
higher than at the end of the third quarter of 2013. In the Climate Systems segment, the number of
employees remained broadly constant. The figure for the Gas Flue Systems segment rose by approx. 3 %
in particular as a result of the insourcing measures. On the other hand the total in the Medical Technology
& Engineering Plastics segment fell by approx. 4 %.
The personnel expenses of the Group rose by 2.0 % to EUR 39.0 million in the third quarter of 2014
(previous year EUR 38.3 million). In the first nine months of the 2014 financial year personnel expenses
amounted to EUR 118.3 million. That is an increase of 4.4 % on the figure for the prior-year period
(EUR 113.3 million). On top of capacity-building activities focusing on the Research & Development and
Sales areas, collectively negotiated pay increases taking effect in-year and the non-recurring charge from
the change in the group’s management lay behind this rise. The personnel expenses ratio consequently
increased to 30.2 % (previous year 29.3 %).
Business Performance |
8
Shares
The first three quarters of 2014 saw the trading price of CENTROTEC shares (WKN 540 750 or ISIN
DE0005407506) move between EUR 15.08 and 20.20. The highs of around EUR 20 were reached at the
start of the year and in mid-May. Until the start of July there was little volatility in the trading price, which
in essence remained within the corridor of EUR 18 to 20. From that point on, the shares then lost their
value faster than the market as a whole, closing the third quarter on EUR 15.24. The preceding quarter
had closed on EUR 18.18 and the shares had ended 2013 trading at EUR 18.60. Measured against the
SDAX, in which CENTROTEC shares are listed, this was a deterioration in the trading price of almost 20
percent in the first half of the year. After the reporting date there was a further drop in the share price to
Q03/2014 | CENTROTEC Interim Group Management Report
around EUR 13.
CENTROTEC share price performance (Xetra) compared with SDAX from Jan to November 2014; Source: www.ariva.de
At September 30, 2014, 17,646,525 no-par value ordinary shares of CENTROTEC Sustainable AG were
approved for trading at Deutsche Börse, of which 12,080 were held by the company. The total number of
shares multiplied by the end-of-quarter trading price of EUR 15.24 at September 30, 2014 produced
market capitalisation of EUR 269 million for the CENTROTEC Group.
CENTROTEC is not aware of any major developments affecting its share ownership structure compared
with the end of the 2013 financial year. The family of Supervisory Board Chairman Guido A Krass has
remained the principal shareholder of CENTROTEC Sustainable AG since the IPO. That group aside,
there are no indications that other shareholders hold a percentage interest in CENTROTEC running into
Business Performance |
9
double figures. Nevertheless, changes across the thresholds that trigger reporting requirements in
accordance with Section 26 (1) of the German Securities Trading Act (WpHG) have been reported by
institutional investors in the year to date. Detailed information on such changes is regularly updated and is
available on the homepage of CENTROTEC Sustainable AG at (http://www.centrotec.de/investorrelations/aktie/veroeffentl-26-abs-1-wphg.html).
Opportunities and risks
The opportunities and risks presented in the 2013 Annual Report remain valid. Nor have the
assessments, the methods of risk identification and the measures derived from them for the controlling of
risks changed materially compared with the view presented in the 2013 Group Management Report.
The situation in Ukraine has escalated further in recent months. The resulting impact on economic
development throughout Europe, but especially in Eastern Europe, is already being felt in a number of
markets, including away from the two countries directly involved. However the further consequences are
still very difficult to assess. CENTROTEC is monitoring developments very closely and adopting due
caution in its approach to the markets in the countries and regions affected. In the first nine months of
2014, as in the previous year, CENTROTEC’s revenue share from Russia and Ukraine was less than
2 %.
The details of the amendment to the German Renewable Energies Act that passed into law on August 1,
2014 are having an adverse effect on the sales opportunities particularly for new biogas plants in
Germany. Since the start of this year, we increasingly took action to profit from pull-forward effects. In
addition, we have sought to cushion these negative effects on the subsidiary in question by stepping up
Q03/2014 | CENTROTEC Interim Group Management Report
international activities in the area of combined heat and power units for biogas plants and refocusing on
combined heat and power units that run on natural gas.
Forecast
As a specialist for heating and climate control technology, CENTROTEC profits from the sustained trend
towards improving the efficiency of buildings. However the absence of the generally forecast recovery of
international European markets and the recent weakness exhibited by the German heating market are
undermining this trend from an economic perspective, with the result that the full-year forecast cannot be
achieved in entirety.
Against this backdrop, and taking account of the record result posted in the fourth quarter of the previous
year, CENTROTEC will be unable to improve on its prior-year EBIT. For the full year, CENTROTEC now
anticipates that EBIT will lie between EUR 32 and 34 million (previously EUR 34 to 38 million). Revenue
is expected to be at the lower end of the range previously forecast (EUR 525 to 550 million).
Brilon, November 2014
The Management Board
Business Performance |
10
Constant room temperature
and energy saving
Climate control and ventilation solutions with heat recovery
Wolf KG-Top large
air-handling units:
Ultra-efficient climate control
solutions with air volume outputs
of up to 100,000 m3/h can be
configured to project-specific
requirements according to a
modular principle.
Wolf Comfort class
ventilation units:
Heat recovery involves aluminium
counterflow plate heat exchangers
with an efficiency reaching beyond
90 %. Wolf’s successful model
is available for both interior and
exterior installation. Depending
on their design, the compact
ventilation units have an air
volume output ranging from
500 to 9,000 m3/h.
Consolidated Statement of
Financial Position
Assets
in EUR thousand
30/09/2014
31/12/2013
Non-current assets
Goodwill
72,256
Intangible assets
42,570
43,971
113,742
109,289
Property, plant and equipment
Financial investments accountend for using the equity method
71,951
0
28
1,791
1,233
Other financial assets
183
178
Other assets
213
307
5,897
3,670
236,652
230,627
Inventories
67,603
66,564
Trade Receivables
78,075
52,101
Loans and investments
Deferred tax assets
Current assets
Income tax receivable
Cash and cash equivalents
1,012
1,407
57,342
73,151
Other financial assets
5,402
4,430
Other assets
7,986
10,397
217,420
208,050
454,072
438,677
Assets
Equity and Liabilities
in EUR thousand
30/09/2014
31/12/2013
Q03/2014| CENTROTEC Consolidated Statement of Financial Position
Shareholders' equity
Share Capital
17,646
17,627
Capital reserves
35,291
35,031
Treasury stock
Retained earnings and profit carryforward
Profit attributable to shareholders of CENTROTEC Sustainable AG
(112)
(112)
138,714
122,398
11,653
24,294
203,192
199,238
1,034
1,189
204,226
200,427
Pension provisions
36,017
29,443
Other provisions
16,170
17,196
Financial liabilities
62,617
58,753
1,770
2,815
Non-controlling interests presented within equity
Non-current liabilities
Other financial liabilities
Other liabilities
Deferred tax liabilities
161
218
12,805
13,510
129,540
121,935
3,020
2,327
Current liabilities
Other provisions
Income tax payable
1,069
2,693
Financial liabilities
30,543
36,330
Trade liabilities
25,600
33,424
Other financial liabilities
21,442
10,469
Other liabilities
38,632
31,072
120,306
116,315
454,072
438,677
Equity and Liabilities
Consolidated Statement of Financial Position
| 12
Consolidated Income
Statement
in EUR thousand
01/07/2014
30/09/2014
01/07/2013
30/09/2013
01/01/2014
30/09/2014
01/01/2013
30/09/2013
Revenues
146,291
147,089
390,526
382,967
Cost of purchased materials and services
Changes in inventories of finished goods and work in progress
(66,783)
(70,819)
(182,017)
(182,347)
(2,145)
1,532
919
3,393
1,124
945
2,370
2,447
Production for own fixed assets capitalised
Other income
2,209
1,503
6,259
4,865
Personnel expenses
(39,025)
(38,267)
(118,314)
(113,348)
Other expenses
(21,467)
(21,678)
(63,297)
(61,274)
EBITDA
20,204
20,305
36,446
36,703
Depreciation and amortisation
(5,497)
(5,066)
(16,143)
(14,542)
Operating income (EBIT)
14,707
15,239
20,303
22,161
Interest income
Interest expense
Result from equity investments
45
34
164
118
(1,095)
(1,376)
(3,298)
(3,935)
(9)
(85)
(54)
527
134
0
134
0
Result before income taxes (EBT)
13,782
13,812
17,249
18,871
Income taxes
(4,123)
(4,248)
(5,854)
(6,393)
9,659
9,564
11,395
12,478
Other financial income
Net income (EAT)
attributable to:
non controlling interest
69
(55)
(258)
(301)
9,590
9,619
11,653
12,779
Earnings per share (basic)
0.54
0.56
0.66
0.74
Earnings per share (diluted)
Weighted average shares outstanding (in thousand units; basic)
0.54
0.55
0.66
0.73
17,626
17,339
17,626
17,310
Weighted average shares outstanding (in thousand units; diluted)
17,727
17,560
17,733
17,568
shareholders of CENTROTEC Sustainable AG
Q03/2014| CENTROTEC Consolidated Income Statement
EPS (Earnings per share in EUR)
Consolidated Income Statement |
13
Consolidated Statement of
Comprehensive Income
in EUR thousand
Net income (EAT)
01/07/2014
30/09/2014
9,659
01/07/2013
30/09/2013
9,564
01/01/2014
30/09/2014
01/01/2013
30/09/2013
11,395
12,478
Items that may be reclassified subsequently to profit or loss
Exchange Rate differences on translation
Derivative financial instruments
Income tax relating to components of other comprehensive income
Other comprehensive income for items that may be
reclassified subsequently to profit or loss
39
87
92
120
1
164
(47)
698
(17)
(133)
(21)
(185)
23
118
24
633
(3,353)
2,356
(6,383)
1,376
(399)
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans
Income tax relating to components of other comprehensive income
Other comprehensive income for items that will not be
reclassified to profit or loss
980
(689)
1,905
(2,373)
1,667
(4,478)
977
Other comprehensive income
(2,350)
1,785
(4,454)
1,610
Total comprehensive income
7,309
11,349
6,941
14,088
attributable to:
Non controlling interest
Q03/2014 | CENTROTEC Consolidated Statement of Comprehensive Income
Shareholders of CENTROTEC Sustainable AG
43
(56)
(295)
(275)
7,266
11,405
7,236
14,363
Consolidated Statement of Comprehensive Income
| 14
Consolidated Statement of Cash
Flows
01/01/2014
30/09/2014
in EUR thousand
Net income before interest and taxes (EBIT)
20,303
22,161
Depreciation and amortisation
Gain/ loss on disposal of fixed assets
16,143
14,542
(111)
(151)
573
(24)
(157)
(627)
(25,449)
(21,658)
9,348
10,865
11
287
0
95
Interest paid
(3,114)
(3,946)
Income tax paid
(8,655)
(7,664)
9,179
13,593
Other non-cash items
Increase/ decrease in provisions
Increase/ decrease in inventories, trade receivables and other assets that cannot
be allocated to investing or financing activities
Increase/ decrease in trade payables and other liabilities that cannot be allocated
to investing or financing activities
Dividend received
Interest received
Cash flow from operating activities
Acquisition of shares in participations less net cash aquired
Purchase of property, plant and equipment/ intangible assets/ investments/
finanical assets/ loans receivable
Proceeds from disposal of property, plant and equipment/ intangilbe assets/ loans
receivable
(135)
(4,346)
(19,798)
(14,009)
637
498
Cash flow from investing activities
(19,296)
(17,857)
Proceeds from issuance of shares
Proceeds from financial liabilities
Repayment of financial liabilities
197
820
12,539
33,712
(15,498)
(23,910)
Dividend payment
(3,523)
(2,594)
Cash flow from financing activities
(6,285)
8,028
(16,402)
3,764
Change in financial resources*
Foreign currency exchange gain/ loss of the financial resources
Financial resources at the beginning of the financial year
Financial resources at the end of the period
47
(76)
59,206
49,295
42,851
52,983
* Cash and cash equivalents deducted of credits current account
Q03/2014|
CENTROTEC Consolidated Statement of Cash Flows
01/01/2013
30/09/2013
Consolidated Statement of Cash Flows
| 15
Consolidated Statement of Changes in Equity
in EUR thousand
Share
Capital
Capital
reserve
January 1, 2014
17,627
35,031
Treasury
stock
(112)
Exchange Rate
Stock option differences on
reserve
translation
1,980
(370)
Income tax
relating to
components of
Derivative
other
financial comprehensive
instruments
income
(68)
131
Transfer to revenue reserves
Change from exercise of options
Stock option plan
19
Retained
earnings and
profit
carryforward
Sum other
retained Profit attributable
earnings and to shareholders
profit/ loss of CENTROTEC
carryforward Sustainable AG
120,725
122,398
24,294
24,294
24,294
(24,294)
177
Total capital to
shareholders of
CENTROTEC
Sustainable AG
199,238
(38)
45
(3,523)
(3,523)
(3,523)
11,653
(47)
(21)
(4,478)
(4,417)
Total comprehensive income
129
(47)
(21)
(4,478)
(4,417)
11,653
11,653
(258)
11,395
(4,417)
(37)
(4,454)
7,236
(295)
6,941
Other changes
CENTROTEC Consolidated Statement of Changes in Equity
Q02/2014|
196
(3,523)
129
September 30, 2014
17,646
35,291
(112)
1,942
(241)
(115)
110
137,018
138,714
January 1, 2013
17,307
31,032
(112)
2,757
(418)
(892)
332
100,344
22,705
140
203,192
1,034
204,226
102,123
22,705
173,055
1,609
174,664
22,705
(22,705)
739
183
183
(168)
(168)
(2,594)
140
11,653
168
Dividend payment
200,427
45
Other comprehensive income, net of tax
Transfer to revenue reserves
Consolidated
equity
(38)
Net income (EAT)
80
1,189
196
83
Dividend payment
Change from exercise of options
Stock option plan
Non
controlling
interest
presented
within equity
1,002
(2,594)
Net income (EAT)
1,002
(2,594)
12,779
12,779
(2,594)
(301)
12,478
Other comprehensive income, net of tax
94
698
(185)
977
1,584
1,584
26
1,610
Total comprehensive income
94
698
(185)
977
1,584
12,779
14,363
(275)
14,088
(135)
(135)
(324)
(194)
147
121,433
123,834
12,779
185,827
1,199
187,026
Other changes
September 30, 2013
17,387
31,939
(112)
2,772
Consolidated Statement of Changes in Equity |
16
Consolidated Segment Reporting
(Part of the Notes)
Segment Structure
in EUR thousand
Income Statement
Revenue from third parties
Revenue from other segments
Cost of purchased materials
Changes in inventories of finished goods and work in progress
Climate Systems
01/01/2014
01/01/2013
30/09/2014
30/09/2013
Gas Flue Systems
01/01/2014
01/01/2013
30/09/2014
30/09/2013
Medical Technology &
Engineering Plastics
01/01/2014
01/01/2013
30/09/2014
30/09/2013
01/01/2014
30/09/2014
Consolidation
01/01/2013
30/09/2013
01/01/2014
30/09/2014
TOTAL
01/01/2013
30/09/2013
283,762
279,168
74,808
71,881
31,956
31,918
0
0
390,526
1,092
759
5,277
4,396
152
154
(6,521)
(5,309)
0
382,967
0
(141,069)
(139,256)
(36,701)
(36,159)
(10,772)
(12,344)
6,525
5,411
(182,017)
(182,347)
1,007
1,635
65
370
(153)
1,388
0
0
919
3,393
Personnel expenses*****
(83,670)
(80,614)
(23,013)
(20,993)
(11,631)
(11,741)
0
0
(118,314)
(113,348)
Other expenses and income
(36,694)
(37,262)
(13,052)
(11,902)
(4,919)
(4,796)
(3)
(1)
(54,668)
(53,962)
24,428
24,430
7,384
7,593
4,633
4,579
1
101
36,446
36,703
(10,094)
(9,269)
(4,199)
(3,490)
(1,850)
(1,783)
0
0
(16,143)
(14,542)
14,334
15,161
3,185
4,103
2,783
2,796
1
101
20,303
22,161
138
86
243
134
0
0
(217)
(102)
164
118
(1,957)
(2,000)
(1,003)
(1,436)
(555)
(601)
217
102
(3,298)
(3,935)
527
EBITDA
Depreciation and amortisation
Segment result (EBIT)
Interest income
Interest expense
Result from equity investments
Other financial income
EBT
0
(224)
(54)
751
0
0
0
0
(54)
11
0
2
0
121
0
0
0
134
0
12,526
13,023
2,373
3,552
2,349
2,195
1
101
17,249
18,871
Income taxes
(5,854)
(6,393)
Net income (EAT)
11,395
12,478
Profit or loss attributable to non controlling interest
Profit or loss attributable to shareholders CENTROTEC Sustainable AG
(258)
(301)
11,653
12,779
432,339
Q03/2014|
CENTROTEC Consolidated Segment Reporting
Balance sheet key figures*
Assets**
309,622
286,696
92,334
102,292
43,545
43,418
(129)
(67)
445,372
0
0
0
28
0
0
0
0
0
28
1,791
1,233
0
0
0
0
0
0
1,791
1,233
6,909
5,077
117,642
100,834
20,186
21,297
4,984
4,833
0
0
142,812
126,964
Financial liabilities
93,160
95,083
Income tax payable***
13,874
16,203
19,850
20,872
Financial investments accounted for using the equity method
Loans and investmens
Entitlement to income tax rebates***
Liabilities
Investments
Total investments in property, plant, equipment and intangible assetss****
13,755
11,110
3,514
6,705
2,581
3,057
0
0
* Previous year is related to December 31, 2013
** Excl. financial investments accounted for using the equity method, loans and investments as well as entitlement to income tax rebates ***
*** Including deferred tax
**** Incl. goodwill and figures out of business combinations
***** Personnel expenses in the Gas Flue Systems segment include EUR 1 million additional expenses caused by the change in the Group's management.
Consolidated Segment Reporting
| 17
Full range of heating systems
Oil and gas condensing boilers/biomass systems/heat pumps
Wolf heat pumps:
Wolf supplies air-to-water, brineto-water and water-to-water heat
pumps. The individual types in
Wolf’s range of high-efficiency
heat pumps have outputs of
6 – 21 kW and a COP (coefficient
of performance) of up to 5.6.
They are quiet-running, easy to
install and operate, and generate
up to 80 % of thermal energy
from free environmental energy.
Wolf also supplies splitsystem
air-to-water heat pumps
Wolf biomass heating
systems:
Modern biomass heating
systems are easy to operate,
have automatic control and
often incorporate fully automatic
replenishment. Theycomply with
strict controls on waste-gas and
particulate emissions and are
therefore a timely, future-proof
alternative to fossil-fuel heating
systems.
Notes to the Consolidated Financial
Statements
Corporate information
The CENTROTEC Group – hereinafter also referred to as CENTROTEC – is an international
group focusing on the development, manufacturing and sale of system solutions that promote
energy efficiency and use renewable energies in buildings. In addition to its existing business
activities, CENTROTEC regards its business purpose as including the establishment and
acquisition of new business areas and companies.
The group parent, CENTROTEC Sustainable AG with registered office in Brilon, is listed in the
Prime Standard in the SDAX index under the stock exchange codes CEV, WKN 540750 and
ISIN DE 0005407506 of the Frankfurt Stock Exchange. It is entered on the Commercial
Register of the Local Court of Arnsberg, Germany, under the number HRB 2161. The
company’s head office is located at Am Patbergschen Dorn 9, 59929 Brilon, Germany.
CENTROTEC Sustainable AG is not part of a superordinate group, and is the ultimate parent
company of the group presented in these interim financial statements. Further financial and
corporate information on CENTROTEC is available from the above address, or on the
Q03/2014| CENTROTEC Notes to the Consolidated Financial Statements
homepage www.centrotec.de.
Accounting standards and policies
These Quarterly Financial Statements at September 30, 2014 have been prepared in
accordance with the International Financial Reporting Standards (IFRS) for interim financial
reporting issued by the International Accounting Standards Board (IASB), as adopted within
the European Union (EU), taking account of Section 315a (1) of German Commercial Code. All
IFRS standards, and in particular IAS 34 (Interim Financial Reporting), that were valid at the
reporting date and the adoption of which was mandatory at that date, have been applied. The
accounting policies explained in the Consolidated Financial Statements for 2013 have likewise
been applied in these Quarterly Financial Statements, except in the case of amendments to
standards to be adopted for the first time, and apply correspondingly. The Quarterly Report
should therefore be read in conjunction with the audited Consolidated Financial Statements at
December 31, 2013. These Quarterly Financial Statements and the Quarterly Management
Report have not been audited in accordance with Section 317 of German Commercial Code,
nor have they been subjected to any scrutiny by an independent auditor.
The reporting date for the quarter for all companies included in the quarterly consolidated
financial statements is September 30, 2014. The financial statements have been prepared in
euros; unless otherwise indicated, the amounts quoted are in thousand euros (EUR thousand).
For mathematical reasons, there may be rounding differences of +/- one unit.
Notes to the Consolidated Financial Statements |19
The Management Board points out that the future-related statements made in the Quarterly
Financial Statements are based on current expectations, assumptions and estimates. These
statements are not to be interpreted as guarantees that the forecasts made will prove correct.
Rather, future developments and occurrences are dependent on a wide range of factors that
are subject to risks and uncertainties, the influencing factors of which may lie outside the
sphere of influence of CENTROTEC. Actual developments may therefore depart from any
implicit or explicit future-related statements made.
Corporate and investment structure
All direct and indirect subsidiaries of the parent company and group parent are included in the
Consolidated Financial Statements of CENTROTEC. There have been no materially significant
changes in consolidation since the annual financial statements at December 31, 2013. The first
quarter of 2014 saw the acquisition of the remaining 20 % of the shares in Wolf Italia, which
had already been comprehensively consolidated since last year. The purchase price was
EUR 135 thousand. Additional goodwill of EUR 273 thousand was generated. In addition
Möller Medical GmbH established a fully-owned subsidiary in the USA, under the name of
Moeller Medical USA Inc., Delaware, USA. The company is fully consolidated. Wolf
Q03/2014| CENTROTEC Notes to the Consolidated Financial Statements
Sustainable AG, Zurich, Switzerland, acquired 8.6 % of the voting rights in Wolf (Schweiz) AG,
Kilchberg, Switzerland. The participating interest is accounted for under loans originated by the
enterprise and investments. The companies medimondi AG, Dietikon, Switzerland, and
Centroplast UK Ltd., Stafford, United Kingdom, are no longer included in consolidation.
The business activities of CENTROTEC are classified according to the segments Climate
Systems, Gas Flue Systems, and Medical Technology & Engineering Plastics.
Notes on the Quarterly Financial Statements
-
Recognition and measurement aspects
Detailed notes on the income statement, balance sheet and cash flow statement can be found
in the section “Financial performance” and the section “Net worth and financial position” of the
Interim Group Management Report.
-
Related party disclosures
Within CENTROTEC, goods and services are purchased by a large number of business
partners. They are also supplied by or to persons or companies who can be classified as
related parties. Transactions with these persons or companies are conducted at arm’s length.
Transactions with related parties were presented comprehensively in the Consolidated
Financial Statements for 2013. All reciprocated services such as the use of infrastructure are
billed on generally accepted market terms (arm’s length principle).
Notes to the Consolidated Financial Statements |20
-
Reportable security holdings and options
The totals of reportable shares and stock options at September 30, 2014 are shown in the
following table.
Management Board
Shares
Options
Dr Thomas Kneip
0
0
Dr Christoph Traxler
0
67,159
Supervisory Board
Shares
Guido A Krass
Dr Bernhard Heiss
Christian C Pochtler, MA
CENTROTEC
Ordinary shares
2,400,000
0
77,340
0
0
0
Shares
Options
17,646,525
0
12,080
0
Treasury stock
-
Options
Contingent liabilities
Q03/2014| CENTROTEC Notes to the Consolidated Financial Statements
There has been no significant change in contingent liabilities since the balance sheet date of
December 31, 2013.
-
Dividend payments
In May a dividend of EUR 0.20 (previous year EUR 0.15) per dividend-bearing share was
distributed for the 2013 financial year.
-
Change in the capital stock and the number of shares
18,595 options were exercised in the second quarter and 1,300 options in the third quarter on
the basis of the stock options scheme. As a result, the capital stock rose by EUR 19,895 or
19,895 shares to a present EUR 17,646,525, divided into 17,646,525 ordinary shares.
-
Change on Management Board
On April 3, 2014 the incumbent Management Board Chairman of CENTROTEC Sustainable
AG, Dr Gert-Jan Huisman, resigned as member and Chairman of the Management Board with
immediate effect, in agreement with the Supervisory Board. His resignation was prompted by
differing views on the business policy of the company, in particular with regard to the further
Notes to the Consolidated Financial Statements |21
strategic development of the Gas Flue Systems segment. Dr Gert-Jan Huisman will continue
to serve the company in an advisory capacity until May 2015.
From now on Dr Gert-Jan Huisman’s duties will be carried out by the two members of the
Management Board of CENTROTEC Sustainable AG, Dr Christoph Traxler and Dr Thomas
Kneip. As previously, Dr Traxler is in charge of the Medical Technology & Engineering Plastics
segment. Dr Kneip holds responsibility for the Gas Flue Systems segment. The Management
Board jointly oversees the development of the Climate Systems segment.
Significant events occurring after the reporting date for the quarter
-
Significant events occurring after the reporting date for the quarter
After the reporting date for the quarter, the 60 % investment in Ubbink East Africa Ltd., Kenya,
was sold.
Q03/2014| CENTROTEC Notes to the Consolidated Financial Statements
There were no other events of material significance after the reporting date for the quarter.
Management Board and Supervisory Board
-
The members of the Management Board at the reporting date were:
Dr Thomas Kneip, Regensburg, Germany, merchant, CFO
Dr Christoph Traxler, Fulda, Germany, physicist
-
The members of the Supervisory Board at the reporting date were:
Guido A Krass, Oberwil-Lieli, Switzerland, entrepreneur (Chairman)
Dr Bernhard Heiss, Munich, Germany, lawyer
Christian C Pochtler, MA, Vienna, Austria, entrepreneur
Notes to the Consolidated Financial Statements |22
Other particulars
-
Corporate Governance Code
The Management Board and Supervisory Board of CENTROTEC Sustainable AG have,
pursuant to Section 161 of German Stock Corporation Law, declared the extent to which they
have complied with and will comply with the recommendations of the Government Commission
on the German Corporate Governance Code. The regularly submitted declarations and
explanations are permanently available on the website of CENTROTEC Sustainable AG.
Q03/2014| CENTROTEC Notes to the Consolidated Financial Statements
Brilon, November 13, 2014
Notes to the Consolidated Financial Statements |23
A healthy interior climate
that requires little energy
Controlled ventilation with heat recovery
Brink Renovent Excellent:
A central ventilation system
that recovers up to 95 % of the
heat, with very energy-efficient
fans and convenient control
technology, is the state of the
art in new buildings.
Ubbink Air Excellent:
The innovative air distribution
system with low installed
dimensions for hygienic air
distribution throughout the
entire building.
Financial Calendar 2014
November 13
German Equity Forum, Frankfurt am Main
Q03/2014| CENTROTEC Financial Calendar
November 24-26
Publication of Q3 2014 Quarterly Report
Financial Calendar |
25
Renewable power from biogas
Comprehensive range of biogas systems
Natural-gas combined
heat and power units:
CHP systems made by Kuntschar
+ Schlüter and Dreyer & Bosse
range in performance up to
1.2 MW and run on a broad
spectrum of fuels such as biogas,
sewage gas and natural gas.
Biogas purification and
treatment:
Dreyer & Bosse biogas
purification and biogas
treatment systems for feeding
biomethane into the natural gas
grid cover the entire value chain
of biogas energy recovery.
CENTROTEC Sustainable AG
Am Patbergschen Dorn 9
D-59929 Brilon
Phone +49 (0) 2961-96 631 - 111
Fax +49 (0) 2961-96 631- 100
[email protected]
www.centrotec.de