Annual Report 2014

III. Notes to the Consolidated Balance Sheet

Consolidated Statement of Changes in Fixed Assets

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2013   Cost Accumulated depreciation Residual carrying amounts
    at January
1, 2013
Foreign currency
translation
differences
Additions from
corporate
acquisition
Additions Disposals Transfers at December 
31, 2013
at January
1, 2013
Foreign currency
translation
differences
Depreciation
for the year
Disposals at December
31, 2013
at December
31, 2013
    € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000
Property, plant and equipment
Property*   18,915 -40 2,108 9 0 0 20,992 7,996 -35 747 0 8,708 12,284
Other assets, plant and other equipment   15,786 -104 815 888 -1,304 0 16,081 12,497 -89 1,174 -1,198 12,384 3,697
Construction in progress   0 0 0 9 0 0 9 0 0 0 0 0 9
34,701 -144 2,923 906 -1,304 0 37,082 20,493 -124 1,921 -1,198 21,092 15,990
                               
Intangible Assets
Goodwill   3,134 0 2,694 0 0 0 5,828 0 0 0 0 0 5,828
Concessions, industrial and similar rights   13,669 -22 3,613 563 -6,096 0 11,727 12,839 -16 1,126 -5,689 8,260 3,467
Development expenditure recognised
as an intangible asset
  7,328 -9 0 873 0 0 8,192 6,477 -9 141 0 6,609 1,583
  24,131 -31 6,307 1,436 -6,096 0 25,747 19,316 -25 1,267 -5,689 14,869 10,878
2014   at January
1, 2014
Foreign currency
translation
differences
Additions from
corporate
acquisition
Additions Disposals Transfers at December
31, 2014
at January
1, 2014
Foreign currency
translation
differences
Depreciation
for the year
Disposals at December
31, 2014
at December
31, 2014
    € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000 € '000
Property, plant and equipment (1)
Property*   20,992 68 0 77 -560 0 20,577 8,708 68 694 -560 8,910 11,667
Other assets, plant an other equipment   16,081 236 0 797 -1,717 8 15,405 12,384 185 1,045 -1,653 11,961 3,444
Construction in progress   9 0 0 46 0 -8 47 0 0 0 0 0 47
37,082 304 0 920 -2,277 0 36,029 21,092 253 1,739 -2,213 20,871 15,158
                               
Intangible Assets (3)
Goodwill (2) 5,828 0 0 0 0 0 5,828 0 0 0 0 0 5,828
Concessions, industrial and similar rights   11,727 45 0 324 -170 31 11,957 8,260 41 1,018 -168 9,151 2,806
Development expenditure recognised as an intangible asset   8,192 26 0 173 0 -31 8,360 6,609 26 286 0 6,921 1,439
Prepayments   0 0 0 19 0 0 19 0 0 0 0 0 19
  25,747 71 0 516 -170 0 26,164 14,869 67 1,304 -168 16,072 10,092

1) Property, Plant and Equipment

The disposals within other assets, plant and other equipment mainly comprise replacement purchases.

As in previous years, no self-constructed assets were capitalised in the 2014 financial year. No write-downs or reversals were performed in the year under review. Property amounting to € 12,284 thousand belonging to the group is used as collateral for long-term loans (cf. Section 11 “Financial liabilities”).

2) Goodwill

The following table shows the residual carrying values of technotrans goodwill broken down by segment:

  2014 2013
  € '000 € '000
Technology segment: Laser Cooling 5,243 5.243
Services segment: Translation Services 585 585
  5,828 5.828

The goodwill resulting from the acquisition of the shares of KLH Kältetechnik GmbH, the shares of the sister companies KLH Cooling International Pte. Ltd and Taicang KLH Cooling Systems Co. Ltd. with effect from January 1, 2013 and the acquisition of the shares of Termotek GmbH with effect from January 7, 2011 was tested for impairment at the level of the Laser Cooling group cash-generating units within the Technology segment, because synergies and advantages from the business combinations can only be determined at that level. Equally, the goodwill is monitored exclusively on the basis of this cash-generating unit.

Goodwill of € 585 thousand was recognised as an asset in connection with the acquisition of gds-Sprachenwelt GmbH on September 1, 2012. This goodwill is allocated to the Translation Services cash-generating unit in the Services segment.

The cash-generating units were tested for impairment according to IAS 36.10 in the 2014 financial year. For this, the carrying amount of a cash-generating unit is compared with the recoverable amount. The recoverable amount is the higher of the two amounts of the fair value less proceeds of disposal, and the value in use. The fair value measurement was classified as a Level 3 fair value based on the input factors of the measurement technique used.

At technotrans, the recoverable amount corresponds to the value in use. The key assumptions made for this value in use were as follows: the starting point for the cash flow forecasts for goodwill was the budget for 2015 and revenue trends for the 2016 to 2019 financial years of the respective cash-generating units. Average revenue growth of 6.5 percent and an average EBIT margin of 8.0 percent were assumed for the Laser Cooling cash-generating unit for the years 2016 to 2019, and a trend averaging 5.1 percent (revenue) and 14.1 percent (EBIT margin) for the Translation Services cash-generating unit. No separate revenue plans for the cash-generating units in question were drawn up for subsequent financial years; instead, further average revenue growth rates of a constant 1.5 percent (long-term market trend for the laser industry and for translation services) were assumed for both cash-generating units. Furthermore, the costs (materials, personnel and other costs) for each cash-generating unit were estimated on the basis of assumptions for the forecasting period; cost increases were suitably taken into account. All assumptions by the Board of Management are based on experience and reflect expectations concerning the relevant customers and industry.

Discounting of the anticipated cash flows is based on weighted after-tax cost-of-capital rates of 12.38 percent for the Laser Cooling cash generating unit and 11.42 percent for the Translation Services cash generating unit.

The values in use determined on the basis of these assumptions each exceed the carrying amounts of the cash-generating units.

A 2 percentage point increase in the weighted pre-tax cost-of-capital rate and a simultaneous halving of the growth rates mean there is no need for amortisation. Nor is there any need for amortisation for both cash-generating units in a scenario where both revenue and EBIT do not exhibit any growth.

3) Intangible Assets

The carrying amounts of intangible assets fell by € 786 thousand compared with the previous year. The decrease is mainly attributable to depreciation and amortisation of € 720 thousand on the customer base identified within the context of purchase price allocation in the 2013 financial year, and with a value of € 3,600 thousand.

Intangible assets arising from development activities are capitalised pursuant to IAS 38 if it is probable that future economic advantage will accrue from the use of the asset and the costs of the asset can be reliably determined. technotrans AG and Termotek GmbH capitalised intangible assets which are the result of development activities amounting to € 173 thousand in the financial year (2013: € 873 thousand).

As in previous years, the items capitalised were predominantly development projects for products outside the printing industry. The development projects conducted in the 2012 to 2014 financial years, such as the developments in the field of cooling systems for energy storage technology and the developments for spray lubrication applications, were successfully completed in the financial year and will now be depreciated over their useful lives.

Due to nonfulfilment of the requirements for recognition as stated in IAS 38.57, development costs amounting to € 3,382 thousand (2013: € 2,985 thousand) were recognised as an expense.

The group continues to pursue a large number of projects aimed on the one hand at optimising existing products from a technical and costs perspective. On the other hand it is pursuing projects for the new markets that involve transferring its expertise as well as the technologies that it has previously been using in the printing industry to applications in other industry segments.

There are no concessions, industrial and similar rights or development expenditure recognised as an intangible asset with an unlimited useful life. The useful life taken as the basis for the amortisation of software and development expenditure recognised as an intangible asset is three to five years.

In the Income Statement, the amortisation of development expenditure recognised as an intangible asset is allocated to the cost of sales using the function of expense method, according to the principle of causation. The amortisation of concessions, industrial and similar rights has been allocated to the cost of sales, distribution costs, administrative expenses and development costs by means of cost centre accounting.

4) Other Financial Assets

  31/12/2014 31/12/2013
  € '000 € '000
Rent deposits 38 38
Partial retirement bankruptcy cover 0 11
Other 10 0
48 49

The credit balance of € 11 thousand to provide cover in the event of bankruptcy pursuant to Section 8a of German Partial Retirement Act was paid out in the financial year upon the expiry of the partial retirement employment contract.

5) Inventories

  31/12/2014 31/12/2013
  € '000 € '000
Raw materials and supplies 7,762 7,478
Work in progress 3,179 2,609
Finished goods and merchandise 4,459 4,243
15,400 14,330

Of total inventories, the amount of € 3,175 thousand (2013: € 2,539 thousand) is reported at the fair value less production costs still to be incurred and distribution costs. Impairment of inventories totalling € 951 thousand (2013: € 1,029 thousand) was recognised as an expense in the 2014 financial year. Reversals of € 604 thousand (2013: € 1,066 thousand) in the same period led to an income, as higher net realisable values could be assumed than in the previous year.

6) Trade Receivables

In the Technology segment, receivables outstanding are owed mainly by major printing press and laser manufacturers, as well as by end customers.

In the year under review, additions to the impairment of receivables totalling € 187 thousand (2013: € 200 thousand) were booked to distribution costs in the Income Statement. Impairment was applied in order to measure the receivables at fair value. This impairment reflects the actual credit risk. Impairment is applied in particular if the debtor is experiencing considerable financial difficulties. The amounts stated for trade receivables are fundamentally adjusted via a value adjustment account. Receivables are only derecognised once the debtor has opened insolvency proceedings or the receivable has become uncollectable.

The following table provides an overview of impairment of receivables:

  31/12/2014 31/12/2013
  € '000 € '000
Opening level 1,256 2,321
Allocated 187 210
Derecognition of receivables -273 -1,406
Cash receipts for receivables written off -42 -16
Exchange differences 27 147
Closing level 1,155 1,256

7) Income Tax Receivable

This comprises ongoing income tax assets as well as a corporation tax credit balance from previous years.

At December 31, 2014 technotrans AG had a remaining corporation tax credit balance of € 191 thousand from previous years. This rebate (Section 37 (5) of German Corporation Tax Act) has been capitalised at the present value of € 179 thousand (2013: € 234 thousand). The rebate will be paid in ten equal annual instalments between 2008 and 2017; the income tax receivable has correspondingly been allocated pro rata to current and non-current assets. The interest for determination of the present value is 3.75 percent.

8) Other Assets

31/12/2014 31/12/2013
  € '000 € '000
Financial assets    
Deposits 151 139
Receivables from suppliers 58 66
Reinsurance for pensions 0 22
Other 444 457
653 684
Other assets    
Prepaid expenses 423 417
Creditable input tax 234 118
Other 320 112
977 647
  1,630 1,331

9) Cash and Cash Equivalents

Cash and cash equivalents comprise balances with banks and cash on hand. The fair value of cash and cash equivalents corresponds to the carrying amount. There were no marketable securities at the balance sheet date.

10) Equity

The development in equity is shown in the Statement of Movements in Equity. The equity of the group totalled € 47,470 thousand at December 31, 2014 (2013: € 43,743 thousand). Of this, € 975 thousand (2013: € 943 thousand) is attributable to non-controlling interests.

Issued Capital

At December 31, 2014 the issued capital (share capital) of technotrans AG comprised 6,907,665 issued no par value registered shares, of which 6,516,434 were outstanding. The shares outstanding are fully paid. Each no par value share represents a nominal amount of € 1 of the share capital. All shares carry identical rights. No special rights or preferences are granted to individual shareholders. The same applies to dividend entitlements.

  Shares issued   Shares outstanding
  2014 2013   2014 2013
Position at January 1 6,907,665 6,907,665   6,493,474 6,455,404
Issued to employees (als Christmas bonus) 0 0   22,960 33,918
Issued to employees (as remuneration component) 0 0   0 4,152
Position at December 31 6,907,665 6,907,665   6,516,434 6,493,474

Authorised Capital

The Shareholders’ Meeting on May 15, 2014 authorised the Board of Management to raise the share capital, with the consent of the Supervisory Board, by the issuance of new shares on one or more occasions by May 14, 2019, against contributions, by up to a total of € 3,450,000. No use was made of this authorisation in 2014.

Conditional Capital

At the Shareholders’ Meeting on May 15, 2014 the Board of Management was, with the consent of the Supervisory Board, authorised to issue bearer and/or registered bonds with a term of a maximum of five years on one or more occasions up until May 14, 2019 of an aggregate nominal amount of up to € 10 million and to grant the bearers of bonds conversion options on up to 690,000 no par value registered treasury shares in accordance with the respective terms of the bonds (convertible bond terms).

The conversion options granted to the bearers of the bonds may cover shares in the company representing an amount of up to € 690,000.00 of the share capital. As well as in euros, the convertible bonds may be issued in the legal currency of an OECD country, limited to the corresponding euro countervalue.

The shareholders have a fundamental right to subscribe to bonds. The bonds may also be accepted by a bank or a consortium of banks with the obligation to offer them to the shareholders for subscription. In addition, however, the Board of Management is, with the consent of the Supervisory Board, authorised to exclude the statutory subscription right of the shareholders to the bonds within the limits laid down individually and specifically by the authorisation.

The Board of Management is authorised, with the consent of the Supervisory Board, to specify the further details of the issuance and features of the convertible bonds and their terms itself, meaning in particular the currency, interest rate, issuing amount, term and denomination of the convertible bonds, the conversion price and period, the exchange ratio and payment of the countervalue in money instead of exchange for treasury shares. This authorisation was not used in the 2014 financial year.

Capital Reserve

The premium from the past share issues from the issuance of shares under conversion options from conditional capital and from the issuance of ordinary shares from authorised capital (capital increase for contribution in kind) was paid into the capital reserve. The costs of the share issues were deducted.

Retained Earnings

The retained earnings also include profit carried forward and additional other reserves. Of these, an amount of € 691 thousand relates to the legal reserve of technotrans AG pursuant to Section 150 (2) of German Stock Corporation Act and € 391 thousand to the reserve for treasury shares of technotrans AG.

The difference of € 118 thousand between the cost of the shares and their fair value at the time of issuance (€ 213 thousand), resulting from the issuance of treasury shares, was reported in the retained earnings.

Pursuant to Section 268 (8) of German Commercial Code, an amount totalling € 530 thousand of the other retained earnings of the parent company may not be distributed due to the capitalisation of deferred taxes.

Other Reserves

  31/12/2014 31/12/2013
  € '000 € '000
Hedging reserve -134 -81
Reserve for net investments in a foreign operation -1,776 -1,900
Exchange differences -4,056 -4,385
Treasury shares -5,63 -5,961
-11,596 -12,327

Pursuant to IAS 39, the negative market value of the interest rate swaps used was recognised in the hedging reserve with no income effect, following deduction of deferred taxes (cf. Section 32 “Financial instruments”). In the 2014 financial year, a gain of € 76 thousand (2013: gain of € 87 thousand) was reported within equity with no effect on income. No gains were realised (2013: € 9 thousand). In return, deferred tax of € 23 thousand (2013: € 23 thousand) was booked with no effect on income.

technotrans AG has extended loans to its subsidiaries that are to be regarded as net investments in foreign businesses. Pursuant to IAS 21.32 and IAS 12.61A, the accumulated translation differences up to the balance sheet date and any taxes on these are netted directly within equity. Exchange rate differences are only recognised through profit and loss upon liquidation or partial liquidation of the company.

In the 2014 financial year, currency translation gains from the above loans in the amount of € 124 thousand (2013: € 510 thousand loss) were netted directly within equity; because their liquidation or partial liquidation are not planned for the foreseeable future, no deferred taxes on these exchange rate gains were netted income-neutrally within equity in the financial year (2013: € 9 thousand tax income).

The exchange differences include differences from the translation of the subsidiaries’ equity to be consolidated at the historical rate and at the rate on the balance sheet date. This item furthermore includes the differences resulting from the translation of the assets and liabilities of the international subsidiaries at the closing rate and from the translation of the expenses and income at the average rate for the year.

Treasury Shares

At the Shareholders’ Meeting on May 15, 2014 the shareholders authorised the Board of Management to buy back treasury shares in accordance with Section 71 (1) No. 8 of German Stock Corporation Act. The scope of this authorisation is for the buying back of a portion of up to € 690,000.00 of the share capital (690,000 no par value shares, corresponding to 9.98 percent of the share capital at the time of the resolution) and is valid until May 14, 2019. No shares were bought back during the period January to December 2014. Pursuant to IAS 32.33 the shares bought back are deducted from equity at their cost (including incidental costs). The buy-back is in line with the strategic objectives of the company. In the 2014 financial year, 22,960 no par value shares with a fair value of € 213 thousand were issued to employees by way of a Christmas bonus. At the reporting date of December 31, 2014 the total treasury shares amounted to 391,231 ordinary shares. They represent 5.7 percent of the share capital.

Capital Management

At December 31, 2014 the equity ratio was 63.7 percent (2013: 59.9 percent). One of the most important financial objectives for technotrans AG is to assure its solvency at all times, and increase the long-term value of the group.

The creation of adequate liquidity reserves is very important in this respect. The aim is always to have liquidity reserves amounting to at least 10 percent of annual revenue. This objective is achieved by implementing various measures in order to reduce capital costs and optimise the capital structure, alongside practising effective risk management.

Methodologically, technotrans’ capital management approach is based on financial market oriented indicators, such as the rate of return (long-term target margin for EBIT: 10 percent), the equity ratio (target: > 50 percent) and gearing. technotrans is not subject to capital requirements laid down in the articles of incorporation. A sound capital structure provides technotrans with the stability that serves as the basis for a business model focusing on sustainability, and thus in the long term meets both the requirements of customer and supplier relations and serves the needs of the employees and shareholders.

The unsecured loan carries the obligation to adhere to certain financial indicators (financial covenants). The financial ratios, equity ratio, gearing and EBITDA margin are determined for the Consolidated Financial Statements and were complied with in the 2014 financial year.

11) Financial Liabilities

  31/12/2014 31/12/2013
  € '000 € '000
Short-term borrowings 3,293 3,293
Long-term borrowings 8,346 11,620
11,639 14,913

There were no hedged liabilities at the balance sheet date. Interest rate hedges exist only in the case of financial liabilities.

Terms to Maturity of Financial Liabilities

  up to 1 year 1 to 5 years over 5 years Total Interest p.a. Collateral
  € '000 € '000 € '000 € '000    
Variable € credit 571 2,286 143 3,000 3-month EURIBOR
cover via
interest rate swap
(fixed rate: 2.63%)
None
Variable € credit 0 1,500 0 1,500 3-month EURIBOR
cover via
interest rate swap
(fixed rate: 2.70%)
Land charge
€ fixed rate credit 245 981 183 1,409 3.31% Land charge
€ fixed rate credit 667 333 0 1,000 4.92% Land charge
Variable € credit 157 628 118 903 3-month EURIBOR
cover via
interest rate swap
(fixed rate: 1.30%)
Land charge (subord.)
Guarantee
€ fixed rate credit 36 143 710 889 4.50% Land charge
Variable € credit 188 516 0 704 3-month EURIBOR
cover via
interest rate swap
(fixed rate: 2.81%)
Land charge
€ fixed rate credit 400 200 0 600 2.82% Land charge
€ fixed rate credit 333 167 0 500 4.98% Land charge
€ fixed rate credit 500 0 0 500 5.18% None
€ fixed rate credit 96 288 0 384 4.64% Land charge, guarantee
€ fixed rate credit 100 150 0 250 3.50% None
3,293 7,192 1,154 11,639  

Amounts owed to banks with a carrying amount of € 5,713 thousand are collateralised by land charges on the company premises in Sassenberg.

Financial liabilities of € 250 thousand (2013: € 850 thousand) relate to Termotek GmbH. No collateral was furnished for these loans.

At the reporting date KLH Kältetechnik GmbH had financial liabilities of € 1,288 thousand (2013: € 2,021 thousand) secured in full by land charges on the factory site Am Waldrand 10 in Bad Doberan and by guarantees.

SHT Immobilienbesitz GmbH & Co. Vermietungs KG had financial liabilities of € 889 thousand (2013: € 925 thousand). The real estate Am Waldrand 10a in Bad Doberan serves as security.

Taicang KLH Cooling Systems Co. Ltd. (PR China) raised a short-term loan of € 500 thousand in the 2014 financial year. No collateral was furnished for this loan.

12) Other Financial Liabilities

  31/12/2014 31/12/2013
  € '000 € '000
Conditional purchase price of KLH 534 571
Conditional purchase price of gds-Sprachenwelt GmbH 302 298
Long-term Liabilities from finance lease 14 19
850 888

Based on the current planning horizon, no significant changes in the conditional purchase prices are expected.

13) Trade Payables

All trade payables have a term of up to one year. They relate predominantly to the production locations technotrans AG, KLH Kältetechnik GmbH, Taicang KLH Cooling Systems Co. Ltd. and Termotek GmbH.

  31/12/2014 31/12/2013
  € '000 € '000
Trade payables 2,094 2,090
Outstanding purchase invoices 543 554
2,637 2,644

14) Prepayments Received

The prepayments received originate in the main from project business for technotrans AG, technotrans technologies pte ltd., technotrans printing equipment (Beijing) co. Ltd., technotrans america inc. and technotrans middle east FZ-LLC. They are used for financing the finished goods included in the inventories but from which no revenue has yet been realised.

15) Provisions

  Obligations to personnel Payments to be
made under warranty
Other provisions Provisions for pensions Total
  € '000 € '000 € '000 € '000 € '000
Opening level at January 1, 2014 3,070 859 1,255 222 5,406
Exchange rate movements 54 15 27 0 96
Used 1,930 522 1,021 9 3,482
Reversed 91 0 63 0 154
Compounding 0 0 0 7 7
Allocated 3,062 750 731 37 4,580
Closing level at December 31, 2014 4,165 1,102 929 257 6,453
           
Long-term provisions 747 0 75 257 1,079
Short-term provisions 3,418 1,102 854 0 5,374

The obligations to personnel consist largely of gratuities, bonuses and performance-related pay for employees, as well as time credits. It is in the first instance uncertain when these obligations will have to be met. The partial retirement employment contract still in existence at December 31, 2013 expired in the financial year. Under the current remuneration system of technotrans AG, employees who have passed their 57th birthday now no longer have an enforceable right to a partial retirement employment contract.

Provisions for warranties are created for current statutory, contractual and constructive warranty obligations towards third parties. The provisions were measured taking experience as the starting point, incorporating the circumstances at the balance sheet date.

The other provisions comprise costs for the preparation of the annual accounts, commission payments and other costs. The factor of uncertainty both in this case and for payments to be made under warranty is principally the amount in question.

A direct pension pledge has been made to employees of the former BVS Beratung Verkauf Service Grafische Technik GmbH. Pensions are already paid for all employees. The “defined benefit obligation” (DBO) for purposes of calculating the provisions for pensions was determined on the basis of an actuarial report, using the 2005 G reference tables published by Prof Dr Klaus Heubeck. The calculation is based on an interest rate of 2.1 percent (2013: 3.3 percent) and a pension trend of 2.0 percent (2013: 2.0 percent). The development in pay levels and employee fluctuation were not taken into account, as those eligible for pensions have since left the company. The interest costs for the DBO in 2014 amount to € 7 thousand (2013: € 8 thousand). The actuarial loss amounts to € 37 thousand (2013: € 9 thousand loss). Pension payments amounting to € 9 thousand (2013: € 6 thousand) were made in 2014.

Two of the pension obligations were backed by capital-forming life assurance policies, which constituted non-qualifying insurance policies pursuant to IAS 19.7. The fair value of the policies amounting to € 24 thousand was paid out in full in the 2014 financial year. The income in the 2014 financial year was € 1 thousand (2013: € 6 thousand).

16) Income Tax Payable

In the year under review, income tax payable relates substantially to technotrans AG and its controlled companies as well as KLH Kältetechnik GmbH.

17) Other Liabilities

  31/12/2014 31/12/2013
  € '000 € '000
Financial liabilities    
Debtors with credit balances 376 92
Current liabilities from derivative financial instruments 193 117
Consitional purchase price of KLH 49 0
Consitional purchase price of Termotek GmbH 0 931
Other Finacial Liabilities 38 72
656 1,212
Other liabilities    
Sales tax 535 387
Operating taxes 402 377
Liabilities in respect of social insurance 133 165
Other 627 541
1,697 1,470
  2,353 2,682