The statement of income was prepared according to the total cost accounting principle.
Revenues for 2014 mainly consist of group allocations (€ 7,805 thousand; 2013: € 7,801 thousand).
Other operating income includes income not relating to the period, amounting to € 82 thousand (2013: € 45 thousand). This comprises income from the reversal of provisions (€ 41 thousand; 2013: € 36 thousand), commission income from the previous year (€ 37 thousand; 2013: € 9 thousand) and accounting profits on the sale of property, plant and equipment (tangible assets) (€ 4 thousand; 2013: € 0).
This takes account of income of € 48 thousand from currency conversion.
Also included in this item are bonuses of € 70 thousand (2013: € 0) from a car manufacturer for cars purchased.
In 2013, this item included income of € 771 thousand from the write-up of the equity interest in CANCOM physical infrastructure GmbH.
Depreciation and amortization of current assets where the amount is in excess of the level normal in a joint-stock company mainly comprises a write-down of the loan to Glanzkinder GmbH, which amounts to € 247 thousand.
SCHEDULE OF LIABILITIES
Remaining term Secured by lien or similar rights
up to 1 year € over 1 year € over 5 years € Dec. 31, 2014 € Dec. 31, 2013 € € Type 1. Bonds
Assignment of motor vehicle as security
a) Convertible bonds 0.00 39,820,285.30 0.00 39,820,285.30 0.00
b) Profit participation rights and subordinated loans 2,000,000.00 2,388,100.00 0.00 4,388,100.00 4,388,100.00
2. Liabilities to banks 298,698.38 1,119,407.00 0.00 1,418,105.38 1,716,538.34 2,000,744.97
3. Trade accounts payable 44,378.42 0.00 0.00 44,378.42 493,294.79 0.00
4. Other liabilities 3,040,625.99 0.00 0.00 3,040,625.99 184,167.37 0.00
(of which taxes) 1,660,700.65 0.00 0.00 1,660,700.65 75,869.29
(of which social security contributions) 0.00 0.00 0.00 0.00 0.00
Profits based on a profit transfer agreement consists of CANCOM GmbH’s net income for the year (€ 17,327 thousand; 2013: € 16,020 thousand) and that of CANCOM NSG GmbH (€ 51 thousand; 2013: € 1,532 thousand), which were transferred to CANCOM SE. Interest and similar income comprises interest income of € 974 thousand (2013: € 678 thousand) from affiliated companies, and the expense of interest accrued on the convertible bond, which amounts to € 1,441 thousand (2013: € 0).
Extraordinary profit/loss consists of non-recurring expenses of € 1,000 thousand plus interest of € 49 thousand relating to the refund of the purchase price in connection with the sale of the former HOH Home of Hardware GmbH in 2011, as well as € 5 thousand for the capital increase (2013: € 1,493 thousand).
Other disclosures
Disclosures in compliance with Section 285, no. 3 of the German Commercial Code (Handelsgesetzbuch, HGB) In 2007 the business premises were sold in a sale and lease-back agreement to improve liquidity and optimize the condition of the balance sheet. The group subsidiary CANCOM GmbH repurchased the business premises in 2014.
Disclosures in compliance with Section 285, no. 29 of the German Commercial Code (Handelsgesetzbuch, HGB) In the fiscal year 2013 there were differences between the finan- cial balance sheet and the tax balance sheet which would have given rise to both deferred tax assets and deferred tax liabilities. However, there is an excess of deferred tax assets over deferred tax liabilities. Section 274, paragraph 1, sentence 2 of the German Commercial Code (Handelsgesetzbuch, HGB) offers an option to ca- pitalize these assets, but the company did not exercise this option. The resulting net deferred tax assets are made up of deferred tax liabilities on the tax adjustment items of the subsidiaries, stock- holdings in affiliated companies and accounts receivable from affiliated companies (exchange rate difference), as well as deferred tax assets on goodwill and provisions
Other financial obligations
Obligations under current tenancy and lease agreements are as follows:
due in 2015
€‘000 €‘000Total
Tenancy agreements 92 553
Lease agreements 6 6
of which from affiliated companies 17 17
Contingent liabilities
As at the reporting date, there are guarantees for CANCOM GmbH (€ 11,642 thousand; 2013: € 11,642 thousand), CANCOM NSG GmbH (€ 3,692 thousand; 2013: € 3,692 thousand), CANCOM on line GmbH (€ 3,000 thousand; 2013: € 3,000 thousand), CANCOM physical infrastructure GmbH (€ 150 thousand; 2013: € 150 thousand) and a joint guarantee of € 200 thousand (2013: € 200 thousand) for CANCOM GmbH, CANCOM physical infra- structure GmbH, CANCOM NSG GIS GmbH, CANCOM NSG SCS GmbH, CANCOM NSG ICP GmbH and acentrix GmbH.
CANCOM SE has provided a parent company guarantee on behalf of PIRONET NDH Datacenter AG & Co. KG for a € 4.5 million project for a major client. The company does not currently expect any claim to be made under the guarantee, as the project is pro- gressing well and PIRONET NDH Datacenter AG & Co. KG has a strong financial standing.
Dec. 31, 2014
€‘000 Dec. 31, 2013 €‘000 Joint and several liability for financial
guarantees and other loans 3,034 2,067
The guarantees, which amount to € 3,034 thousand
CANCOM SE only gives guarantees or other commitments after careful assessment of the risks, and strictly only in respect of its own affiliated companies, or companies that engage in related bu- siness activities. Based on the company’s continuous assessment of the risk situation regarding the guarantees or other commitments it has given, and in consideration of its observations up to the time that these financial statements were compiled, CANCOM SE anticipates at present that the commitments on which the guaran- tees are based can be fulfilled by relevant the principal debtors. CANCOM SE therefore assesses the likelihood of a loss on any of the guarantees listed as remote.
Management
The members of the Executive Board are:
• Klaus Weinmann, graduate in business administration (Diplom-Kaufmann) Aystetten, Germany (CEO) • •Rudolf Hotter, graduate in business economics
(Diplom-Betriebswirt), Füssen, Germany
All members of the Executive Board have sole power of repre- sentation. Persons holding general commercial power of attorney (Prokura under German commercial law) are authorized to repre- sent the company jointly with another Executive Board member or another person holding general commercial power of attorney. The following members of the Executive Board are on the supervisory boards of other companies:
• Klaus Weinmann:
- Pironet NDH Aktiengesellschaft (since June 13, 2014) • - AL-KO Kober SE (since June 27, 2014)
• - CANCOM GmbH (since July 11, 2014) • Rudolf Hotter:
- Pironet NDH Aktiengesellschaft (since June 13, 2014) • - CANCOM NSG GmbH
The following persons hold general commercial power of attorney (Prokura under German commercial law):
• Thomas Stark, graduate in industrial engineering (Diplom-Wirtschaftsingenieur), Wittislingen, Germany • Markus Saller, graduate in business administration
(Diplom-Kaufmann), Garmisch-Partenkirchen, Germany • Thomas Stark is on the supervisory boards of other companies:-
- AL-KO Kober SE (since June 27, 2014) • - Imperia AG (since December 9, 2014)
Supervisory Board
The members of the Supervisory Board are: • Walter von Szczytnicki, management consultant,
Kirchseeon, Germany Chairperson (until June 25, 2014)
• Walter Krejci, managing director of AURIGA Corporate Finance GmbH, Munich, Germany Chairperson (since June 25, 2014) • Stefan Kober, member of the board of management of
AL-KO Kober SE, Kötz, Germany Deputy Chairperson (until June 25, 2014)
• Dr. Lothar Koniarski, graduate in business administration (Diplom-Kaufmann), managing director of Dr. Vielberth Verwaltungsgesellschaft mbH, Regensburg, Germany Deputy Chairperson (Deputy Chairperson since June 25, 2014) • Regina Weinmann, graduate in business administration
(Diplom-Kauffrau), managing director of WFO Vermögens- verwaltung GmbH, Aystetten, Germany
• Uwe Kemm, independent organizational, sales and marketing consultant (since June 25, 2014)
• Dominik Eberle, online marketing and e-commerce consultant (since June 25, 2014)
Transactions with related parties
In 2013 this item included a profit participating loan (partiarisches Darlehen) of up to € 1,000 thousand to Glanzkinder GmbH. This company is no longer a related party since the sale of the stakehol- ding.
Employees
The average number of employees working for the company du- ring 2014 was 69. This includes part-time employees but excludes trainees, interns and the members of the Executive Board.
Auditors’ fees
The disclosures according to Section 285 no. 17 of the German Commercial Code (Handelsgesetzbuch, HGB) are omitted because they are included in the consolidated financial statements of CANCOM SE.
Declaration of conformity with the Corporate Governance Code
In 2002 the company issued its first statement of conformity under Section 161 of the German Stock Corporation Act (Aktien- gesetz, AktG). It was last renewed in December 2014, and then published for the information of the stockholders on the website of CANCOM SE.
Total emoluments paid to the Executive Board and the Supervisory Board
The total emoluments paid to the Executive Board in 2014 amoun- ted to € 2,442 thousand (2013: 1,902 thousand).
The total emoluments paid to members of the Executive Board are subdivided into fixed and variable components. The variable com- ponents are dependent on the attainment of defined performance targets. No stock options were granted to the members of the Executive Board in 2014.
Full disclosures in compliance with Section 285, no. 9a, sentences 5 to 9 of the German Commercial Code (Handelsgesetzbuch, HBG) can be found in the compensation report.
The total emoluments of the Supervisory Board in 2014 amounted to € 226 thousand (2013: 234 thousand).
Details of equity interests in CANCOM SE
As at December 31, 2014, the company has the following details of equity interests subject to mandatory disclosure in accordance with Sections 21 ff. of the German Securities Trading Act (Wertpa- pierhandelsgesetz, WpHG):
On January 16, 2014, Allianz Global Investors Luxembourg S.A., Senningerberg, Luxembourg, informed us that its share of the voting rights of CANCOM SE had fallen below the 5 percent threshold on January 15, 2014 and on that day amounted to 4.87 percent (equivalent to 711,270 voting rights). In accordance with Section 22, paragraph 1, sentence 1 number 6 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) 2.14 percent of the voting rights (equivalent to 312,678 voting rights) are attributable to the company.
On February 10, 2014, Ameriprise Financial, Inc., Minneapolis, U.S.A. (Threadneedle Asset Management) informed us that its sha- re of the voting rights of CANCOM SE had exceeded the 3 percent threshold on February 7, 2014 and on that day amounted to 3.02 percent (equivalent to 440,752 voting rights). In accordance with the Section 22, paragraph 1, sentence 1 number 6 and sentence 2 of the German Securities Trading Act, 3.02 percent of the voting rights (equivalent to 440,752 voting rights) are attributable to the company).
On June 26, 2014, Denver Investment Advisors LLC, Denver, U.S.A. informed us that its share of the voting rights of CANCOM SE had exceeded the 3 percent threshold on June 25, 2014 and on that day amounted to 3.06 percent (equivalent to 446,670 voting rights). On July 7, 2014, Allianz Global Investors Europe GmbH, Frank- furt/Main, Germany, informed us that its share of the voting rights of CANCOM SE had exceeded the 10 percent threshold on July 1, 2014 and on that day amounted to 11.35 percent (equivalent to 1,658,672 voting rights). In accordance with Section 22, para- graph 1, sentence 1 number 6 of the German Securities Trading Act, 9.21 percent (equivalent to 1,346,672 voting rights) are attribu- table to the company.
On November 28, 2014, Threadneedle Investment Services Limi- ted, London, U.K. informed us that its share of the voting rights of CANCOM SE had exceeded the 3 percent threshold on November 26, 2014 and on that day amounted to 3.06 percent (equivalent to 454,822 voting rights). In accordance with Section 22, paragraph 1, sentence 1 number 6 of the German Securities Trading Act, 3.06 percent (equivalent to 454,822 voting rights) are attributable to the company. The attributed voting rights are held through Threadneedle Investment Funds ICVC, whose share of the voting rights in CANCOM SE amounts to 3 percent or more.
Proposal for the appropriation of net retained profit The Executive Board has resolved to propose to the Supervisory Board and the general meeting of stockholders that the net retained profit of € 13,296,395.79 for the fiscal year 2014 be used for a dividend payment of € 0.50 per eligible notional no-par-value stock and that the balance of the retained profit remaining after the dividend payment be transferred to other reserves.
Parent company
CANCOM SE, Munich, Germany, is the company that prepares the consolidated financial statements. The consolidated financial sta- tements of CANCOM SE are published on the company’s website. They are also available on the electronic German Federal Gazette (Bundesanzeiger) at www.bundesanzeiger.de.
Munich, Germany, March 10, 2015
Klaus Weinmann Rudolf Hotter Member of the Executive Board of CANCOM SE
Responsibility Statement of the consolidated finan cial statement
The members of the Executive Board have assured that, to the best of their knowledge and in accordance with the a pplicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial p osition and profit or loss of the group, give a true overall picture of the Group’s situation, and present an accurate view of the o pportunities and risks of future development.
Munich, Germany, March 10, 2015
Klaus Weinmann Rudolf Hotter Executive Board of CANCOM SE