Annual Report 2013, 78 Pages
Transcription
Annual Report 2013, 78 Pages
Annual Report 2013 Veritas Group at a glance Sales Personnel costs Material input - thereof energy costs Research and Development Earnings before interest and taxes Profit for the year 2007 2008 2009 2010 2011 2012 2013 Changes K¤ K¤ K¤ K¤ K¤ K¤ K¤ % 415.695 431.667 376.924 505.155 579.602 588.976 575.505 – 2,3 87.729 89.360 84.015 93.098 106.929 119.413 123.559 3,5 258.556 275.961 235.076 302.162 353.704 355.518 347.003 – 2,4 7.255 8.556 8.207 9.600 11.147 12.134 12.575 3,6 20.905 20.380 15.705 17.792 22.884 24.769 26.267 6,0 10.651 –1.159 8.735 39.358 30.221 22.162 9.896 – 55,3 4.726 –9.202 – 2.914 21.490 17.830 11.192 1.416 – 87,3 Depreciations 12.690 13.697 13.825 13.417 15.098 17.460 19.711 12,9 Investments 21.313 24.823 9.527 14.212 31.621 34.858 22.136 – 36,5 Fixed assets 75.959 86.730 81.996 81.877 96.256 112.449 108.751 – 3,3 Current assets, other assets 68.730 66.475 66.507 100.737 127.391 123.883 149.029 20,3 Balance-sheet total 144.689 153.205 148.503 182.614 223.647 236.333 257.780 9,1 Subscribed capital 12.000 12.000 12.000 12.000 12.000 12.000 12.000 0,0 Equity capital 42.391 32.589 29.675 56.203 62.894 73.362 73.123 – 0,3 3.067 3.057 2.732 2.829 3.262 3.573 3.646 2,0 Average number of employees Veritas AG shares were previously traded OTC in Frankfurt am Main. Following restructuring of OTC trading in Frankfurt as of July 1, 2012, Veritas AG shares are now not traded at any stock exchange. Annual Report 2013 164th Business year List of Contents 02 Management bodies of Veritas AG 04 Editorial 06 Mexico – from Beetle Territory to Automotive Powerhouse 13 Status report Veritas AG and Veritas Group I. Company fundamentals II. Economic review III. Supplementary reporting IV. Forecast report V. Report on anticipated development and the significant associated risks and opportunities VI. Relations to affiliated companies 35 Annual financial statements Veritas AG and Veritas Group 36 Balance sheet Veritas AG 40 Balance sheet Veritas Group 44 Veritas AG assets analysis 46 Veritas Group assets analysis 48 Equity statement 51 Annotations to financial statement Veritas AG and Veritas Group I. Financial Reporting II. Annotations to the balance sheet III. Annotations to profit/loss statement IV. Other annotations 70 Auditor’s examination certificate 72 Report by the Supervisory Board Management Bodies of Veritas AG THE SUPERVISORY BOARD Professor Dr. Wolfgang König, Gelnhausen University professor for economics Chairman of the supervisory board Dr. Wolfgang Maaß, Gießen Publisher, executive manager Vice chairman of the supervisory board Katharina Hehl, Gelnhausen Dipl.-Betriebswirtin (BA), executive manager Member of the supervisory board Juliane Krebaum-Marschollek, Gelnhausen Attorney-at-law, executive manager Member of the supervisory board Klaus Opalla, Gelnhausen Chairman of works council Member of the supervisory board representing employees Michael Wiechmann, Biebergemünd Member of works council Member of the supervisory board representing employees (until July 12, 2013) Herr Michael Körner, Bruchköbel Member of works council Member of the supervisory board representing employees (from July 12, 2013) THE EXECUTIVE BOARD Bernhard Beck (Spokesman of the executive board) Customers and Markets Dipl.-Ing. (FH) Uwe Hehl, MBA Human Resources, Process Management, Finance, Controlling, IT 02 So wie das Rathaus zum Neustädter Markt gehört, so gehört Veritas zum Automobil. 伟理 塑 汽车部 件 进 驻 中 国 ! Wenn die Mobiliät in der Zukunft umweltbewusster wird, dann hat Veritas daran mitgewirkt. 伟理塑: - 是综合全面的材料科学; - 是先进智能的连接技术; - 是注塑技术与管线系统的市场领导者; - 是涵盖了连接、密封、运输、测量、调节和过滤的产品组合。 Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter 因此,伟理塑已经成为今天广受欢迎的合作发展伙伴。伟理塑与其客户致力于开发汽车领域尖端技术,打造移动的未来世界。 Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und Die Veritas AG ist internationaler Partner mit führender Materialkompetenz für individuelle Funktions- und Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, Modullösungen zur Emissionsreduktion. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. komfortabler und besser zu machen. Veritas Automotive Und daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. Daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. www.veritas.ag www.veritas.ag 昆山伟理塑汽车部件有限公司 江苏省昆山市张浦镇德国工业园4号厂房横贯泾路508号 邮编:215321 电话:+86 512 572 73320 电子邮件:info.kunshan@veritas-ag.de www.veritas.ag 伟理塑,连接世界的桥梁! ANZ A4 Veritas_Image_Umwelt 12-13.indd 1 veritas_ap4_12_lay2.indd 1 03.12.2013 14:48:06 So wie Philipp Reis zu Gelnhausen gehört, so gehört Veritas zum Automobil. Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. komfortabler und besser zu machen. Und daran arbeiten wir mit Vollgas weiter: Und daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. Wenn die Welt immer mobiler wird, dann hat Veritas daran mitgewirkt. Wenn Autos in Zukunft mit weniger Flüssigkeit auskommen, hat Veritas daran mitgewirkt. Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. www.veritas.ag Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Partner führender deutscher Automobilhersteller. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. Daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. www.veritas.ag Wie Bubenschenkel zu Gelnhausen gehören, so gehört Veritas zum Automobil. Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. Und daran arbeiten wir mit Vollgas weiter: www.veritas.ag Veritas has worked on it, if cars can make themselves smaller in future. Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. www.veritas.ag So wie die Wartburg zu Thüringen gehört, so gehört Veritas zum Automobil. Foto: © Mlenny Photography, istockphoto So wie die Semperoper zu Dresden gehört, so gehört Veritas zum Automobil. ein Auto ohne Zukunft. www.veritas.ag So wie der Waffenschmied zu Suhl gehört, so gehört Veritas zum Automobil. Und daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. 14.09.12 08:49 Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. Und daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. Die Veritas AG ist internationaler Technologieführer im Bereich Verbindungstechnik und anerkannter Partner führender deutscher Automobilhersteller. Das haben wir geschafft, weil wir kreativ und Querdenker sind. Mit größter Leidenschaft und Kompetenz sind wir ständig auf der Suche nach neuen Wegen und Lösungen für das Auto der Zukunft. Unsere Produkte und Ideen helfen heute schon, Autos sicherer, komfortabler und besser zu machen. Veritas is an international technological leader in joining techniques and an accepted partner of leading German automobile manufacturers. Our constantly search for new ways and solutions for the car of the future we do with utmost passion and expertise. Our products and ideas help to make cars safer, better and more comfortable. www.veritas.ag And we continue our work: Because the car without Veritas products is like a car without a future. www.veritas.ag Und daran arbeiten wir mit Vollgas weiter: Denn das Auto ohne Veritas-Produkte ist wie ein Auto ohne Zukunft. www.veritas.ag Annual Report 2013 03 this past year, we focused intensely on preparations for changes which we will put into effect this year - 2014. With our new interpretation of vision and mission as well as establishment of a clear and sustainable strategy extending to 2025, we will further expand our position as international partner to the automotive industry with innovative material competency for customized function and module solutions for reduction of emissions. It is part of our identity and mission to be – and remain – an owner-operated enterprise. This is also what our customers appreciate: personal contacts, shareholders‘ positive commitment, and direct communication channels. We are proud of our autonomy and the people who understand this and who are totally committed to make sure this doesn‘t change. We interact extensively with our customers to permanently develop new, innovative and trend-setting component parts. From the very beginning of environmental awareness and so-called Green technologies, Veritas has been cooperating with its partners for designing and engineering hybrid and hydrogen-powered vehicles, electric powertrains and gas-propelled cars. However, combustion engines still have the most sophistication potential! A new production plant will allocate the major share of its resources and facilities to post-treatment of exhaust gases. A number of components is put together to form the SCR fuel tank. This principle of Selective Catalyst Reduction is an important contribution towards reduction of harmful emissions. This process reduces to a minimum the toxic pollutants generated during combustion. Structural components are built in another corporate unit. Completed successful R&D projects verify to us that expansion of lightweight engineering and our competency in this sector are trendsetting and forward-looking prospects. 04 Veritas connects ! People, products, functions. Highly-sophisticated engineering work and creative ideas paired with technical know-how have put Veritas in a leading position in the domain of resource-efficient reduction of emissions. Our engineers, technicians and business-administration experts have concerned themselves in such detail with this issue that the renowned Moderne Industrie publishing company in cooperation with Veritas has published a book on SCR in its series “Bibliothek der Technik”. This comes as a follow-up to our first publication Automotive Fuel Lines. Of course we recommend this book warmly to all readers concerned with or interested in this technology. We owe all this to our employees‘ commitment and know-how, for which we would like to express our profound gratitude! In order to preserve and promote our employees‘ health, vitality and motivation, we officially installed a health management program this past year. Be it business-related or of private nature, if there is any need for consultation or active assistance, we will make such support available to our staff. Our assistance encompasses compatibility of family and work, nursing care for family members or day-time child care. We do all this because we are convinced that it‘s to the customers‘ benefit and satisfaction if our employees enjoy going to work and are committed to fulfilling their assignments. Employee satisfaction is customer satisfaction! So then “Let‘s all roll up our sleeves!” Bernhard Beck Dipl.-Ing. (FH) Uwe Hehl, MBA Spokesman of Human Resources, the executive board Process Management, Customers and Markets Finance, Controlling, IT Annual Report 2013 05 A brief look at Mexico‘s automotive history: Mexico – from Beetle Territory to Automotive Powerhouse Mexico is a country with an eventful past: up into the 16th century, it was ruled by indigenous Aztec and Maya nations, then conquered by Spanish invaders, who named it Viceroyality of New Spain. In 1821, Mexico gained independence from its former motherland Spain. The country‘s automotive history is just as eventful: the first motorcars were imported to Mexico at the beginning of the 20th century, at that time of course for the upper classes. Only the advent of the VW Beetle allowed average wage earners to buy their own car. And this is something both Mexico and Germany have in common, because Germany gained its post-war mobility also with the help of the VW Beetle: in the economic boom in Western Germany in the 50s and 60s of the past century. In late November 1954, seven VW Beetles competed in the infamous Carrera Panamericana. Actually the last edition of this rally, which was then scratched for safety reasons. The Beetles didn‘t really win any trophies, but they all made it over the finishing line. Certainly not something all participating cars accomplished, but instead really a remarkable performance and an image-booster for the VW Beetle in Mexico. The Mexican Beetles history thus began in the mid-1950s. The Republic of Mexico at that time had 30 million inhabitants with a total of only 500,000 motor vehicles; passenger cars were considered almost an extravagant luxury. The Volkswagen Mexicana company imported the first Beetles to the country, which proved such a large success that Volkswagen finally decided to open a production plant in Mexico. 06 Veritas connects ! People, products, functions. NATURE – MAN – SOCIETY – ECONOMY In terms of geography, climate, society structure and economics, Mexico is a country of extreme contrasts. While the average daytime temperature is at 27°C owing to the proximity to the equator, the mountain tops are covered with snow all year round. In the south and along the coasts, air is muggy and humid, while it is dry in the northern parts of the country. As a consequence, Mexico‘s nature is very multifaceted, and the country is one of twelve countries distinguished as so-called biodiversity hotspots. 200,000 diverse animal species are at home in Mexico, which amounts to between 10 and 12 percent of all species on earth. Mexico‘s population today is at some 115 million. A share of the country‘s inhabitants lives in the country, where they subsist on what they can grow for their own personal needs. There is a very distinct income gap: while the top-earning 10% of population gain 40% of the entire income, the poorest ten percent earn only 1.1 percent. However, there are programs in effect to overcome poverty, and increasing industrialization is growing the country‘s middle-class. The New York Times, July 3, 1938 How the Beetle got its name The German denomination “Käfer” was reimported to Germany from the US, where the car was dubbed “Beetle” or “Bug”. In the »New York Times« of 3rd July 1938, the name “bug” is possibly used for the first time (“ smooth motor highways with thousands and thousands of shiny little beetles purring along”. In Germany, the designation became popular only in the 1960s. The car is named “bug” in various languages, e.g. Coccinelle (ladybeetle) in France and Maggiolino (May beetle) in Italy. But there are other names as well: Swedes call it Bubbla (bubble), Poles refer to it as Garbus (hunchback), and a popular name in Mexico is Vocho, probably a fond diminutive of Volkswagencito. Annual Report 2013 07 While the average age in Germany is at approximately 45 years and the country is facing severe demographical problems, the population in Mexico is much younger with an average age of 27 years. Mexico has a high share of young population, but the education system leaves a lot open to desire. There aren’t enough teachers available to educate and instruct children, and many of these originating from low-income families drop out of school early to contribute to family income. As a consequence, there’s a considerable skills shortage in Mexico. Mexico is a federal presidential constitutional republic, its president has considerable powers and authority to act similar to the president of the United States of America. Enrique Peña Nieto has been president of the United Mexican States since December 1, 2012. He has been driving reforms aimed at generating higher economic growth, which is vital to solve the country’s social deficits. These reforms are beginning to bear fruit: in February of this year, the US-rating agency Moody‘s promoted Mexico to the highest credit rating class “A”. Mexico, next to Chile, is thus the only Latin American country in this category. Forecasts for Mexico’s economy are positive, with exports as prime driver of economic growth. The country already now is exporting more industrial goods than the entire remainder of Latin America together. It is above all the automotive industry and its suppliers who are generating excellent results and experiencing consistent growth. The largest car-manufacturer plants in Mexico are operated by Ford, General Motors, Nissan, and Volkswagen. Other sectors doing well here are the mining industry, air and space travel, pharmaceutics and medico-engineering, electronics and transport. One major asset the country has as economic partner is its free-trade agreements with over 40 states, more than any other country in the world. Its partners include the US and Europe. These free-trade agreements eliminate barriers to 8 Veritas connects ! People, products, functions. unrestricted trade between countries, for example duties and customs charges. Other Mexican assets are low labor costs and a comparatively sound infrastructure. Considerable investments are planned here in the near future, particularly the upgrading of ports and railway networks to keep astride with the expansion of production capacities. One weakness Mexico has is its high degree of dependency upon the US markets. More than 75% of all Mexican exports go to its neighbor in the north. As a consequence, slumps in the US economy have considerable direct impact on the Mexican economy. Mexico therefore plans to decrease this dependency and to increase business relations to other countries. As Mexico borders both on the Pacific and the Atlantic Ocean, it is an attractive export platform to America as well as Asia and Europe as well. AUTOMOTIVE INDUSTRY The automotive sector generates between three and four percent of the Mexican gross domestic product with a share of 18% of the entire producing industry and 23% of the entire export volume. In the past years, Mexico has grown into the world’s fourth-largest car exporting country and the eighth-largest car manufacturing base. The US market is currently registering strong demand for automobiles, and the Mexican automotive industry is booming as a consequence. This is clearly substantiated by current investments into new plants and capacity expansions: Honda (annual capacity 200,000 units), Mazda (230,000), Nissan (175,000) and Chrysler/Fiat (60,000) also provide considerable impetus to the supplier industry. The supplier association anticipates that another 300 to 400 automotive suppliers will set up base here in the second half of 2013 and throughout 2014. Other car manufacturers with plans to open production plants in Mexico are BMW, Mercedes Benz, and Hyundai. BMW announced in February 2014 its intentions to set up a full-fledged plant with car-body manufacturing in Mexico. Annual Report 2013 9 Construction work is scheduled to commence already in 2014. Expectations are that the additional production capacities in 2014 (approx. 900,000 passenger cars) in the coming years will hike the volume of manufactured automobiles to around 3.5 million to reach 4.1 million units in 2020. MOTOR CITY PUEBLA Construction work is underway in Puebla for the first Audi plant in Mexico. Production of some 150,000 units per year of the next Q5 generation is scheduled to start in 2016. And Audi isn’t the only car manufacturer deciding for Puebla. Its parent company Volkswagen has been producing automobiles here since 1964; this was the last site throughout the entire world to produce VW Beetles. Production of the new Golf A7 is scheduled to start in Puebla in mid-2014. The proximity to so many car manufacturers has prompted numerous suppliers to set up their business in Puebla as well. Other factors in favor of this city are its central location and good infrastructure, there’s a motorway nearby and railway lines to the port in Veracruz. On top of that, Puebla isn’t too far off from Mexico City. The Popocatepetl volcano (Aztec for smoking mountain) is located approximately 40 km from the city of Puebla; it is referred to by Mexicans as „El Popo“. The volcano is active and smoke can be seen constantly emanating from the crater. The most recent major eruption by the 5452 meter volcano occurred in 2000. 10 Veritas connects ! People, products, functions. AUTOMOTIVE VERITAS de MEXICO In 1998, Veritas shifted its focus to the Mexican market beginning with a 50:50 joint venture in Puebla. Initially, our staffers assembled our products in a leased hall, the products were then directly delivered to Volkswagen de México in Puebla. We later took over the entire plant and built new assembly facilities. We currently have more than 300 employees on our Mexican payroll. Stricter carbon legislature in compliance with US regulations was passed in August 2013; it will gradually come into effect from 2014 through 2016. These regulations are augmented further by car manufacturers and automotive suppliers, who call for material competency for customized function and module solutions for effective reduction of emissions. Our plant AVM in Puebla is part of a dynamically expanding Mexican automobile industry. It intersects between sales markets in the Americas as lateral axle on one side as well as Europe in the east and Asia in the west on the other – with systems supplied by Veritas! Systems in motion all over the world. Annual Report 2013 11 Veritas Austria GmbH 12 Veritas connects ! People, products, functions. Annual Financial Statements Satus Report Status Report Veritas AG and Veritas Group 2013 Annotations Veritas Automotive Bosna i Hercegovina d.o.o. Annual Report 2013 13 STATUS REPORT VERITAS AG AND VERITAS GROUP I. COMPANY FUNDAMENTALS The companies affiliated to the Veritas Group are international partners to the automotive industry With outstanding material competency for particular function and module solutions for reduction of emissions, the group is a competent developer and manufacturer of sealing and connecting systems for the automotive industry. Fuel, air, hydraulics, post-treatment of exhaust gases and structural components are the clusters of our product portfolio. Conduit systems for thermo management and fluid applications as well as multicomponent injection-moulded parts such as fuel tank flaps or radiator sealings are typical products of the Veritas Group. Products supplied by Veritas fulfill functions such as connecting, sealing, transporting, measuring, controlling and filtering and are essential for comfort, safety, quality and environment. Ready-toinstall systems capable of fulfilling multifunctional tasks are Veritas‘s contribution to mobility in the future. With extensive material competency, innovative joining technology and profound understanding for efficient and effective processes, Veritas has established itself among the leading system suppliers to the automobile industry. A variety of technical options for simulation, verification and product validation – several of the test devices in the Veritas proving lab are unique throughout Europe - are considered benchmarks throughout the automotive industry. Veritas is a highly coveted development partner and cooperates closely with its customers in a variety of projects on future-oriented automotive technology. Research and development Veritas attaches great importance to research and development in order to strengthen innovative abilities and competitiveness. In 2013, total expenditures for R&D as compared to the prior period were six percent higher as relates to sales. One investment focus was on moulding and fluid engineering at the diverse German plants. Other investments were made in individual customer solutions aimed at reduction of emissions: emphasis here was on weight and stability 14 Veritas connects ! People, products, functions. optimization, AdBlue® storage for SCR systems, and cooling. Veritas in cooperation with Moderne Industrie publishing company released a book on SCR fuel tank and conduit systems, thus making our expertise in post-treatment of exhaust gases available to the interested public. II. ECONOMIC REVIEW Progress of business transactions and particular economic environment Production growth rates in the emerging economies were down even more than in the advanced ones. In addition to a lack of impulses from the demand side of advanced economies, it is obvious that fundamental growth trends were hampered by problems inherent to domestic economies. Prospects for the global economy are brighter. The factors that have burdened the worldwide business community throughout the past two years have Annual Report 2013 15 Annual Financial Statements The euro region as before feels the effects of the economic crisis. The national governments of the euro countries have put into effect various sets of laws to overcome the financial crisis and to prevent reoccurrence of the turmoil caused by the finance industry. The recession lasting altogether six quarters was finally overcome in the summer period, even if economic revival was yet very cautious. Annotations Last year’s outlook as relates to advanced national economies provided to be correct, in particular as relates to the United States. The clash between political parties about the US budget policies gave rise to considerable uncertainties and as a consequence smothered growth tendencies. Satus Report A brief look at the global economy The global economy recovered only gradually at the beginning of 2013, but picked up speed in the course of the year. As a consequence, the gross domestic product was 2.9% higher than the year before, slightly less than the growth registered in 2012 (3.1%). STATUS REPORT VERITAS AG AND VERITAS GROUP decreased in significance. In the United States, consolidation in the private sector has progressed considerably; political agreements on budgets and national debts are discernible. In Europe, the implemented structural measures within the singlecurrency region are taking effect, which has led to households and businesses developing a higher degree of confidence in the future. In respect of threshold countries, expectations are that the positive trend in economic growth registered in the second half of 2013 will continue based upon the fact that the financial market turbulences had been overcome in mid 2013. The increase in global production in 2014 should be distinctly higher (3.7%) than in 2013. For 2015, expectations are that global production will even grow at a rate of 4.0 percent. (Source: Institut für Weltwirtschaft, Kiel) A brief look at the automotive industry In Western Europe, sales of new cars in the first six months of 2013 were still almost 7% lower than in the prior period. A turnaround was registered in the second half of the year: sales increased by 4%. The overall year was closed with 13.2 million new cars sold, a minus of about 2%. Sales figures were also down in Brazil, Russia and India. The situation was different in China: for the entire year of 2013, registration of new cars exceeded the preceding year’s showing by almost 14%. Total sales of new cars was at 22.0 million units. The US market also registered distinct growth rates with an increase of more than 7%. A total of 15.9 million new cars sold – passenger cars and light trucks – is the best result achieved since 2007. 16 Veritas connects ! People, products, functions. This trend is depicted in the following chart displaying the total number of new registrations of motor vehicles – passenger cars and utility vehicles: Newly-registered motor vehicles in particular regions (Stated in thousands) Europa 18.250 18.581 (1,8) 13.192 13.409 (1,6) 903 893 1,1 4.155 4.279 (2,9) 23.494 22.159 6,0 18.762 17.527 7,0 15.883 14.788 7,4 Western Europe New EU members Eastern Europe The Americas NAFTA thereof USA Mercosur thereof Brazil Asia 4.731 4.632 2,1 3.767 3.802 (0,9) 36.060 33.642 7,2 Japan 5.376 5.370 0,1 China 21.984 19.306 13,9 India 3.241 3.575 (9,3) South Korea 1.538 1.542 (0,2) Others 3.921 3.849 1,9 7.774 7.696 1,0 85.577 82.077 4,3 Other countries Total VDA-Statistik Course of business Sales development With sales totaling K ¤ 575,505, the Veritas Group registered the first slight slump in turnover after three years of consecutive growth. The sales decrease in amount of K ¤ 13,471 was essentially caused by restructuring of the product portfolio and not by the market environment . The volume of new orders at the end of the year for the group was worth K ¤ 338,474 (prior year K ¤ 323,993). Veritas AG sales in 2013 were at K ¤ 600,461. Annual Report 2013 17 Annual Financial Statements 2012 Annotations 2013 Satus Report Changes in % Region STATUS REPORT VERITAS AG AND VERITAS GROUP Performance development The consistent focus on internationalization, the establishment of new branch sites and the expansion of injection moulding technology processes to structural components in 2013 was a burden on profitability. Owing to one-off expenses in context with this strategic realignment, the Group’s annual operating profit as compared to the prior year was down by K ¤ 9,776 to K ¤ 1,416. In comparison with the prior year (2012: 2.8%), the profit on ordinary business (K ¤ 4,004) was at a 0.7% rate of return. Representation of the net assets, financial position, and results of operations Earnings position In the year under review, we were unable to confirm the showings of the three preceding years. The ratio of profit to sales after taxes went down from 1.9% to 0.2 %. The following chart shows the Veritas Group’s earnings position. Earnings position Veritas Group 2013 K ¤ 2012 K ¤ Change K ¤ % Sales revenues 575.505 588.976 (13.471) (2,3) Gross performance 589.887 606.394 (16.507) (2,7) (5.893) (5.717) (176) (3,1) Profit or loss on ordinary business activities 4.004 16.445 (12.441) (75,7) Net gain for the financial year 1.416 11.192 (9.776) (87,3) Financial result In particular additional administration manpower needs in Gelnhausen contributed to a rise in personnel expenditure quota. Start-up of the new branch sites in Neustadt in Saxony (D) and Sarajevo (BiH) as well as Kunshan (PR China) also brought additional financial burdens. The material expenditure quota as well as other operational expenditures in comparison with the overall performance were at the prior year’s level. 18 Veritas connects ! People, products, functions. Veritas AG’s earning position: Earnings position Veritas AG 2013 2012 K ¤ K ¤ Change T ¤ % Sales revenues 600.461 606.739 (6.278) (1,0) Gross performance 618.995 629.899 (10.904) (1,7) 1.466 (1.415) 2.881 203,6 Financial result Profit or loss on ordinary business activities Net gain for the financial year (1.730) 22.273 (24.003) (107,8) (2.287) 17.983 (20.270) (112,7) *) Encompasses revenues from profit transfer agreements in amount of K ¤ 7,855 (prior year: K ¤ 4,527) as well as expenditures from loss transfer K ¤ 3,130 (prior year: K ¤ 2,146). Veritas Group 2013 K ¤ Inflow of funds from ongoing business activities Outflow of funds from investment activities Inflow/outflow of funds from financing activities Changes in financial resources due to payments Financial resources at beginning of period Financial resources at end of period Veritas AG 2012 K ¤ 2013 K ¤ 2012 K ¤ 32.531 13.853 21.900 2.035 (16.068) (31.452) (7.820) (19.389) 51 11.086 716 12.179 16.514 (6.513) 14.796 (5.175) 3.366 9.879 1.854 7.029 19.880 3.366 16.650 1.854 The inflow of funds from on-going business activities in the Veritas Group increased in comparison with the prior year from K ¤ 13,853 to K ¤ 32,531. This positive development was essentially caused by an increase in accounts payable. Annual Report 2013 19 Annual Financial Statements Financial position Annotations Financial position The cash flow statement is as follows: Satus Report The notes regarding the financial position of the Veritas Group essentially also apply to Veritas AG. The results of Veritas AG in the prior year were influenced by write-ups on participations and accounts receivable in amount of K ¤ 7,575. STATUS REPORT VERITAS AG AND VERITAS GROUP The Group’s internationalization program and the expansion of production and process environment for injection moulding with establishment of the branch site Saxony brought with it an unchanged high investment quota in business years 2012 and 2013. Nevertheless, the investment quota is down as compared with the prior year, which is particularly attributable to lower investments in financial assets. New bilateral financing loans worth K ¤ 5,000 were raised in 2013. In addition, financing requirements led to increased drawing on the syndicated loan. Repayments of credits and profit participation credits were made in almost identical amounts. Investments Investments into the Veritas Group and Veritas AG were structured as follows: Veritas Group Intangible assets 2013 2012 K ¤ K ¤ 1.707 309 Tangible assets 20.096 27.849 Financial assets 333 6.700 22.136 34.858 2013 2012 Veritas AG Intangible assets Tangible assets Financial assets K ¤ K ¤ 341 268 7.553 11.371 2.851 27.433 10.745 39.072 Investments in business year 2013 were predominantly made into operating funds in form of high-tech state-of-the-art equipment to drive the company’s strategic development. Investments were primarily made in the product groups Fluid and Moulding, particularly in Neustadt in Sachsen. 20 Veritas connects ! People, products, functions. Investments by subsidiaries were structured as follows: Subsidiaries Veritas Dunakiliti Verbindungstechnik Kft., Dunakiliti / Hungary 2013 2012 K¤ K ¤ 1.779 3.434 Veritas Thüringen GmbH, Benshausen / Germany 556 1.688 Automotive Veritas de México S. A. de C. V., Puebla / Mexico 617 3.014 Veritas Austria GmbH, Mieders / Austria 259 611 Veritas Otomotiv Sanayi Ltd. Sti., Cerkezköy-Tekirdag / Turkey 225 648 Veritas Sachsen GmbH, Neustadt in Sachsen / Germany 8.400 7.125 Veritas Automotive Bosna i Hercegovina d.o.o., Sarajevo 941 – Veritas Automotive System (Kunshan) Co. Ltd., PR China 1.465 – 14.242 16.519 Net assets The Veritas Group’s net assets position in 2013 is as follows: K ¤ 31.12.2012 % K¤ % Fixed assets 108.751 42,2 112.449 47,6 Current assets 143.337 55,6 118.215 50,0 Accruals Deferred tax assets Assets 319 0,1 226 0,1 5.373 2,1 5.442 2,3 257.780 100,0 236.333 100,0 Equity capital 73.123 28,4 73.362 31,0 Long and medium-term outside funds 61.080 23,7 64.038 27,1 Short-term loans 123.317 47,8 98.321 41,6 accruals and deferrals 259 0,1 613 0,3 257.780 100,0 236.333 100,0 Passiva Also in 2013, investments at K ¤ 22,136 were higher than depreciations (K ¤ 19,711); this again led to an increase in assets. Annual Report 2013 21 Annual Financial Statements 31.12.2013 Annotations Net worth position Veritas Group Satus Report The Veritas AG’s subsidiaries in Bosnia and Herzegovina and the People’s Republic of China were for the first time in 2013 fully consolidated into the Group’s financial statement. STATUS REPORT VERITAS AG AND VERITAS GROUP While the increase in current assets is caused by higher accounts receivable as well as increased bank balances, the rise in liabilities is driven in particular by accounts payable and increased drawing on the syndicated loan. Veritas AG’s net asset development significantly impacts the Veritas Group’s asset development. The notes regarding the Veritas Group also apply analogously to Veritas. On December 31, 2013, Veritas AG reported an equity ratio of 31.9%. Net worth position Veritas AG 31.12.2013 K ¤ Fixed assets Current assets Accruals Deferred tax assets Aktiva % 31.12.2012 K ¤ % 99.658 42,5 105.176 47,2 130.250 55,5 112.381 50,5 285 0,1 212 0,1 4.430 1,9 4.970 2,2 234.623 100,0 222.738 100,0 Equity capital 74.852 31,9 77.739 34,9 Long and medium-term outside funds 59.609 25,4 61.376 27,6 Short-term loans 99.919 42,6 83.367 37,4 accruals and deferrals 243 0,1 256 0,1 234.623 100,0 222.738 100,0 Passiva Veritas AG and the Veritas Group have concluded leasing contracts for vehicles and buildings; these are itemized in the annotations. Summarizing qualification of net assets, financial position, and results of operations In spite of the lower profitability in business year 2013, the capital-to-assets ratio is to a large extent unchanged at more than 28%. Our medium-range objective is to further increase the capital-to-assets ratio and to sustainably stabilize the assets and financial position. 22 Veritas connects ! People, products, functions. Financial performance indicators Financial ratios The financial ratios in the Veritas Group are as follows in comparison with the prior year: Earnings position Veritas Group 2013 2012 % % Return on sales before taxes and extraordinary profit or loss 0,7 2,8 Return on sales after taxes 0,2 1,9 *) 60,2 60,2 Personnel input quota*) 21,4 20,2 Capital to assets ratio 28,4 31,0 Material input quota *) Relates to operating performance In consideration of interest rate risks, we apply derivatives to safeguard adjustable-rate financing means. Annual Report 2013 23 Annual Financial Statements At the close of the business year, it became obvious that the key financial figures of the Poppe-Veritas Group were not going to be satisfied, also due to the operational development of the subgroup company Poppe also covered by the syndicated credit agreement, and that the credit agreement needed to be renegotiated. All consortium partners agreed to adaption of the credit agreement. Annotations Financing measures and projects In March 2013, negotiations for an adapted syndicated credit were brought to a successful conclusion. An extension of the syndicated loan to 2018 was agreed with the consortium banks. In addition to doubling the original credit line, Veritas also managed to arrange for the setting for further growth with a number of credit options embedded in the agreement. Satus Report Non-financial performance indicators STATUS REPORT VERITAS AG AND VERITAS GROUP Environmental protection Veritas since 2002 has had a certified environment management system in effect in accordance with DIN EN ISO 14001. Next to internal assessment and monitoring of legal requirements, Veritas’s activities are thus additionally also reviewed and assessed by external agencies. By way of our internal legal assessments, we reduce the risk of being faced with unanticipated financial and technical burdens. For 2014, we do not anticipate any environmentally relevant legal changes implemented by the European Union or the German government which might have major effects upon the Veritas Group. Any major legal changes will most probably relate to the energy consumption sector. Expenditures for energy as well as disposal of sewage and waste will rise consistently. In order to increase energy efficiency and to continue to be eligible for tax refunds, work has commenced in the German sites of the Poppe-Veritas Group for installation of an energy management system in accordance with DIN EN ISO 50001. The energy management system will be entirely installed and certified by 2015. The Veritas AG site in Gelnhausen is located in a category III potable water protection zone. We have taken into account all required measures in context with potentially water-contaminating hazardous chemicals. Logistics The almost identical sales level also this past business year facilitated further optimization of inventory structures as well as improvement of delivery performances. This was further augmented by other measures such as automation processes, for example in application of existing and new customs laws and other statutory requirements. Efficient allocation of logistics resources to the diverse sites as well as the invitation to bid for all freight transactions contributed to lowering logistics costs. 24 Veritas connects ! People, products, functions. Production In the first six months of 2013, production in the Veritas subgroup progressed as planned. In the second half, call-off frequency increased, which in some sectors on a regular basis required assignment of additional shifts. Above all the Thermo Management product group experienced demand exceeding expectations. The Veritas Sachsen GmbH plant is in the start-up phase and is required to manage a large number of new products. These new start-ups and the ongoing efficiency improvement activities over the medium term will have positive effects. Revenue creation is being consistently improved at the plant in Sarajevo/Bosnia and Herzegovina. This relieves the burden upon the site at Dunakiliti in Hungary, where further improvements in the internal material flow can be implemented. Procurement market In 2013, the entire Veritas Group purchased materials and services including investments worth approximately ¤ 440 million. The demand level in the first half of 2013 on all markets was comparable to that in 2012; demand then rose steeply starting in August. All prices with the exception of those for energy-intensive products and services decreased slightly. Lesser allocation problems also caused the prices on the polymeric market to relax distinctly. Annual Report 2013 25 Annual Financial Statements Start-ups, production peaks and conversions in production were accomplished only due to the very high degree of commitment displayed by staff and senior executives. Annotations The AVM plant in Puebla/Mexico was able to benefit from positive economic trends in the NAFTA economic zone. The launch of injection-moulding production and new products in the Thermo Management product group has proven successful. Satus Report Efforts to raise value-adding abilities at the Chinese plant are meeting with success. New orders have brought a considerable increase in utilization rate and indicate an overall promising development. STATUS REPORT VERITAS AG AND VERITAS GROUP However, energy prices at the Gelnhausen site are up by around 14% as compared to the year before. Veritas owes it to efficient supplier management and planning intensity that the average raw material stock is now approximately 15% smaller than before without any risks to supply to production. Veritas shift in focus on development and production of innovative and highlycomplex injection moulding systems continued in 2013, and the procurement volume of injection-moulding tools, machinery and linked systems accordingly continued rising as well. Ever shorter vehicle development periods require strict allocation of existing procurement volumes to more capacities. In 2013, we took a major step in this direction by joining new partnerships in the domains of moulding-injection as well as bending forms technology. Personnel and social services Owing to the positive economic situation of the automotive market and accordingly high production volumes called-off by our customers, personnel resources at all Veritas sites were built-up by way of new hirings as well as increased use of temporary employees, primarily in the direct revenue creating domain. To be able to react flexibly to these market requirements, additional shifts and extra work were routine at all Veritas plants. We were able to put all this into effect only due to our entire staff’s considerable commitment and our various works councils’ willingness to cooperate. The plant guarantee agreement in effect since 2005 for the Gelnhausen site was extended for another two years through December 31, 2014 in a tariff agreement concluded between the employers’ association of the German rubber processing industry and the competent union IG BCE. 26 Veritas connects ! People, products, functions. In view of our society’s demographic development and to support our personnel strategy, which has its focus on making available skills, know-how and abilities in the future, we admitted on September 1, 2013, altogether 30 new apprentices and student trainees for altogether 13 different qualified vocations and study courses. Our objective is to increase interaction between the training and qualification activities at the German subsidiaries. On annual average in 2013, Veritas had 55 apprentices and student trainees in its ranks (prior year: 55). In the year under review, the Veritas group workforce grew from 3,568 to 3,701 employees, with 3,646 employees on annual average (prior year: 3,573). This workforce increase comes in context with expansion of production of complex injection-moulding parts for the automotive industry at Veritas Sachsen GmbH, Neustadt in Sachsen, with expansion of production to prepare for new processes at Automotive Veritas de México, as well as with production start-ups in the plants at Sarajevo (Bosnia and Herzegovina) and Kunshan (PR China). 2013 2012 Veritas A G, Gelnhausen/Germany 1.676 1.695 Veritas Dunakiliti Verbindungstechnik Kft., Dunakiliti/Hungary 688 690 Veritas Thüringen GmbH, Benshausen/Germany 443 405 Automotive Veritas de México S. A. de C. V., Puebla/Mexico 313 337 PS Fertigungstechnik GmbH, Mieders / Austria 260 258 99 66 Veritas Sachsen GmbH, Neustadt in Sachsen/Germany 128 117 Veritas Automotive Bosna i Hercegovina d.o.o., Sarajevo 36 – Veritas Automotive System (Kunshan) Co. Ltd., PR China 58 – 3.701 3.568 Annotations Veritas Otomotiv Sanayi Ltd. Sti., Cerkezköy-Tekirdag/Turkey Annual Financial Statements Employees Satus Report The workforce at balance-sheet date was employed with the following group companies: Annual Report 2013 27 STATUS REPORT VERITAS AG AND VERITAS GROUP III. SUPPLEMENTARY REPORT Significant activities after the close of the business year We refer to item 5a Non-financial performance indicators, financing activities and plans. After the close of business year 2013, there were no extraordinary occurrences affecting net assets, financial position, and results of operations of Veritas AG and the group companies. IV. REPORT ON PROBABLE DEVELOPMENT WITH POTENTIAL RISKS AND OPPORTUNITIES For 2014, we again anticipate differing developments on markets. We expect the Asian market, in particular China, and the NAFTA region to show growth tendencies. Even though confidence in the European markets has risen, we anticipate merely lateral development trends in 2014 and not any distinct growth. Concomitant with our expectations for market development, we anticipate for business year 2014 sales increases of between 5% and 6% as opposed to 2013. This will be marked by more Veritas activities on the growth markets and securing jobs by increasing exports from Germany. Irrespective of positive sales and market developments and trends, Veritas is concerned with enforcing measures to further reduce costs; these will be successively implemented throughout 2014. Our procurement function anticipates diverging development of markets, with prices on the whole expected to move laterally. Regional effects or singular trends for particular polymers cannot be entirely excluded. Owing to massive increases of EEG reallocation charges, energy prices will again rise significantly in 2014. We will not be able to compensate for this trend even by successively converting to more efficient manufacturing processes. 28 Veritas connects ! People, products, functions. In consideration of the sales structure, cost-improvement measures taken as well as anticipated acquisition prices, we anticipate an EBIT-margin in 2014 of more than 2.0%. Risk management Veritas has installed a risk management system throughout the entire group which is consistently sophisticated and adapted to new parameters and conditions and is designated to identify, analyze, document and reduce significant and potentially dangerous risks to Veritas at an early stage to allow us to take appropriate countermeasures in due time. Veritas management and the risk committee are responsible for the risk management policy. In the scope of longterm planning, both operative measures as well as strategic options are contemplated, they are integrated into the monthly reporting function, and are thus an important element of risk management. Veritas meets this challenge with intensified basic research and new product lines, thus generating a variety of technical innovations. These innovative products, systems, and processes require a large amount of resource input in terms of development costs and investments, which is of course also a significant financial risk. Annual Report 2013 29 Annual Financial Statements At the same time, an ever-increasing range of new models is being launched to the markets in ever-shorter intervals, price pressure and competitiveness in the automotive supplier industry is growing consistently. Annotations General economic risks, industry risks Macro-economic aspects have not changed in comparison with the past year, the automotive industry is more than ever before technical leader in various market segments. For suppliers to that industry, this implies that these need to consistently adapt to technological trends and novelties, changing environmental and safety requirements, alternative fuels and propulsion systems as well as new trends and developments in electronics. Satus Report The supervisory board monitors and audits the effectiveness of this system and its effects and is integrated in the monthly information system. STATUS REPORT VERITAS AG AND VERITAS GROUP Veritas made its short and medium-term investments, particularly those in Mexico and the People’s Republic of China, in view of the fact that the automobile market in Europe is stagnant. Nevertheless, considerable investments are still being made in Germany. These investments in the Veritas Group’s foreign subsidiaries are of course also considerable risks, even if taking into account that these overseas markets are anticipated to grow consistently. However, the medium and long-term objective is to develop new markets and customers. This strategy gives Veritas the option of expanding from a solid basis. Veritas’s location policy in the past years has taken into account the fact that the most significant growth of passenger-car markets in absolute terms will be registered in The Americas and China. While more traditional brands will dominate in America, particularly in the NAFTA market, an entirely new market is developing in the PR China with European OEMs and/or the joint-venture partners. Further potential lies in cooperation with local automobile suppliers. For Veritas, this is a unique opportunity to generate growth in new markets. Forecasts anticipate more than 28 million cars to be built in China in 2018. Even only a slight market penetration would offer exciting opportunities to Veritas. Setting up local production and establishing a local supply chain provide interesting synergies and scale effects. Veritas AG’s global activities as a consequence also strengthen operations in Europe, thus improving the entire group’s brand presence. Dependent upon suppliers 2013 was a split year in automotive terms, and Veritas is facing 2014 with confidence. This year bears considerable potential with an order situation stabilizing on the demand level of the second half of 2013 and the launch of new products. The estimations of procurement markets are conditional upon the financial situation in Europe stabilizing further and the overall operational conditions, in particular in Germany, not deteriorating due to wage increases or rising energy costs. 30 Veritas connects ! People, products, functions. Energy costs in Germany will continue to rise distinctly in 2014 owing to massive increases of EEG reallocation charges. We will be able to compensate for this trend only in part by successively converting to more efficient manufacturing processes. We are confident that overall cost prices will remain at current level in spite of rising labor and energy costs suffered by suppliers. Regional effects or singular trends for particular polymers cannot be entirely excluded. All activities of Veritas procurement stand to benefit from our presence in foreign countries as well as certification of local suppliers, optimization of transport and handling costs and bundling of international potentials in terms of cost prices. Finance markets again failed to stabilize in 2013. Even though confidence in finance markets has risen again in Europe, the clash between political parties about the US budget policies gave rise to considerable irritations on global finance markets. Stability of the European currency system is still being discussed. Annual Report 2013 31 Annual Financial Statements Financial risks As international automotive supplier, the Veritas group is active in various currency zones and is thus also subject to exchange-rate risks. In order to reduce financial risks arising from exchange-rate fluctuations, we have applied adequate hedging tools to secure foreign currency positions and will continue to rely on pertinent derivatives. Annotations We minimize general exchange-rate risks to every extent possible by closing deals either in US dollars or Euros or, where applicable, in the local currency. Separate hedging of the productive material needed in Kunshan, PR China, will probably be required for the first in 2014. Satus Report Hedging against raw-material price developments is difficult to apply, as the starting substances of our materials have frequently been processed to an extent where there is no longer any correlation between starting substances and end product. STATUS REPORT VERITAS AG AND VERITAS GROUP We assume as before that tensions on the finance markets may also have negative effects on financing of the Veritas Group. The interest market has been low for some time, which is currently to the benefit of Veritas as creditor. Any fluctuations of the EURIBOR interest rates may lead to a higher interest burden for Veritas, even if the Group applies derivatives to counter risks associated to fluctuating interest rates. We have taken out trade credit insurances against defaulting claims against customers. We refer to the annotations in the annex as relates to the risks associated with liability relations and derivatives. The Poppe-Veritas Group, and thus also Veritas, in accordance with bilateral credit agreements and the syndicated credit loan must comply with financial key indicators in effect at specified cut-off dates. As of the balance sheet date December 31, 2013, a total of ¤ 43.8 million of the available credit line had not been made use of. Assessment of risks In order to cover our finance needs, we must be in compliance with financial key indicators. Based upon measures taken to improve profitability, a positive revenue development is anticipated. However, risks based on overall economical and industry-specific factors and influences may have negative effects upon the group’s net worth, earnings, and financial position. Political risks may have direct or indirect effects upon the corporate group. 32 Veritas connects ! People, products, functions. V. Relations to affiliated companies The executive board in compliance with § 312 sec. 3 AktG states that our company gained fair and reasonable consideration for each legal transaction. This assessment is based upon the circumstances known to us at the time of accountable transactions. No accountable transactions were put into effect or omitted in the year under review. Gelnhausen, April 30, 2014 THE EXECUTIVE BOARD Annotations Annual Financial Statements Satus Report BeckHehl Annual Report 2013 33 Veritas AG, Gelnhausen 34 Veritas connects ! People, products, functions. Annual Financial Statements Satus Report Annual financial statements Veritas AG and Veritas Group Annotations Automotive Veritas de México S.A. de C.V. Annual Report 2013 35 Annual Financial Statements Veritas AG and Veritas Group Balance sheet of Veritas AG effective December 31, 2013 Assets December 31, 2013 K ¤ K ¤ December 31, 2012 K ¤ K ¤ A.Fixed assets I. Intangible assets Concessions, patents, trademarks and similar rights as well as licenses thereto 592 667 II.Tangible assets 1.Land, leasehold rights and buildings including buildings on land owned by others 11.397 12.231 2.Plant and machinery 22.776 23.006 3.Other fixtures and fittings, tools and equipment 13.269 13.470 4.Payments on account and tangible assets in course of construction 363 47.805 1.319 51.261 33.421 50.027 III.Financial assets 1.Shares in affiliated companies 23.890 2.Loans to affiliated companies 27.371 21.061 99.658 54.482 105.176 B.Current assets I.Stocks 1.Raw materials and consumables 2.Work in progress 3.Finished goods and goods for resale 4. Payments on account 14.734 17.690 5.911 5.228 21.681 19.112 3.511 45.838 4.518 46.547 II.Accounts receivable and other assets 1.Accounts receivable 40.151 32.485 2.Amounts owed by affiliated companies 23.073 29.714 3. Other assets III.Cash on hand, cash in bank accounts and checks C.Prepayments and accrued income D.Deferred tax assets 36 Veritas connects ! People, products, functions. 4.538 67.761 1.781 63.980 16.650 1.854 130.250 112.381 285 212 4.430 4.970 234.623 222.738 Liabilities December 31, 2013 K ¤ K ¤ December 31, 2012 K ¤ K ¤ A.Equity capital I.Subscribed capital 12.000 12.000 II.Retained earnings B.Provisions 1.Provisions for pensions and similar charges 2.Provisions for taxes 3.Other provisions C.Liabilities 1.Profit participatory capital, credit institutions - thereof maturing within one year: K ¤ 0 (prior year K ¤ 10,000) 1.200 15.670 14.470 15.670 47.182 50.069 74.852 77.739 19.742 19.949 0 1.300 26.262 23.252 46.004 44.501 0 10.000 2.Amounts owed to credit institutions - thereof maturing within one year: K ¤ 31,760 (prior year K ¤ 16,685) 69.427 58.112 3.Accounts payable - thereof maturing within one year: K ¤ 34,761 (prior year K ¤ 19,746) 34.761 19.746 8.047 11.233 4.Amounts owed to affiliated companies - thereof maturing within one year: K ¤ 8,047 (prior year K ¤ 11,233) 5.Other creditors - thereof maturing within one year: K ¤ 1,289 (prior year K ¤ 1,151) - thereof from taxes: K ¤ 1,077 (prior year K ¤ 874) - thereof in the scope of social security: K ¤ 95 (prior year K ¤105) D.Accruals and deferred income 1.289 1.151 113.524 100.242 243 256 234.623 222.738 Annual Report 2013 37 Satus Report III.Net profit / loss for the year 1.200 14.470 Annual Financial Statements 2.Other retained earnings Annotations 1.Statutory reserves Annual Financial Statements Veritas AG and Veritas Group Income statement of Veritas AG January 1 to December 31, 2013 2013 1.Sales revenues 2.Inventory changes in finished goods and work in progress 3.Other operating income - thereof from foreign currency translation: K ¤ 1,036 (pr. yr.: K ¤ 2,272) 4. Material expenses a) E xpired cost of raw materials, supplies and acquired merchandise b) Expired cost of acquired services 5.Personnel costs a) Wages and salaries b) Social security levies and cost of retirement plans and related benefits - thereof for retirement plans: K ¤ 412 (prior year K ¤ 764) 2012 K ¤ 600.461 K ¤ K ¤ 606.739 K ¤ 219 600.679 – 2.416 604.322 430.217 45.500 18.316 25.576 618.995 629.899 475.716 67.649 13.480 415.142 44.627 459.769 65.700 81.129 13.746 79.446 6.Depreciation on intangible assets of fixed assets as well as tangible assets 10.756 10.470 7.Other operating charges - thereof from foreign currency translation: K ¤ 1,021 [pr. yr.: K ¤ 1,426) 54.590 56.526 – 3.196 8.Income from profit transfer agreements 9.Income from participations - thereof from affiliated companies K ¤ 654 (pr. yr. K ¤ 522) 10.Income from other securities and lendings of financial assets - thereof from affiliated companies: K ¤ 1,576 (prior year: K ¤ 1,289) 11.Other interest and similar income - of these to affiliated companies: K ¤ 446 (prior year: K ¤ 200) 12.Interest and similar expenses - thereof from affiliated companies: K ¤ 626 (prior year: K ¤ 636) - thereof accumulation of provisions: K ¤ 1,079 (prior year: K ¤ 1,054) 13.E xpenditures for loss assumption 14.Remuneration for profit participatory capital 15.Profit or loss on ordinary business activities 16.Taxes on corporate income and business profits - thereof revenues from alteration of deferred taxes K ¤ 540 (prior year revenue: K ¤ 230) 17. Other taxes 18.Profit/loss for the year 19.Profit carried forward from prior year 20.Net profit for the year 38 Veritas connects ! People, products, functions. 23.687 7.855 4.527 654 522 1.576 1.289 459 254 5.899 5.050 3.130 50 1.466 2.146 810 – 1.730 462 95 – 1.415 22.273 4.219 557 – 2.287 49.469 47.182 71 4.290 17.983 32.086 50.069 Depreciation of fixed assets Non-cash expenditures Non-cash revenues/additions assets Depreciations current assets Write-up current assets Increase/decrease in reserves 2012 K ¤ – 2.287 + 17.983 + 10.756 + 10.470 + 216 + 0 – 0 – 4.876 + 0 + 799 – 785 – 4.335 + 1.503 – 3.056 Profit from disposal of fixed assets – 52 – 86 Loss from disposal of fixed assets + 47 + 99 – 2.990 – 5.989 + 540 – 230 Decrease / increase of trade creditors and other liabilities + 14.952 – 8.744 Influx of funds from ongoing business activities + 21.900 + 2.035 Increase in inventories, trade debtors, and other assets Increase/decrease in deferred tax assets Influx of funds from disposals of fixed-asset items Outflow of funds from investments into fixed assets Outflow of funds for investments into intangible assets + 69 + 1.038 – 7.553 – 11.371 – 341 – 268 Influx of funds from disposals of financial assets + 2.856 + 3.951 Outflow of funds from investments into financial assets – 2.851 – 12.739 Outflow of funds from investment – 7.820 – 19.389 Influx of funds from taking up medium and long-term credits Influx of funds from taking up short-term credits Outflow of funds for repayment of short-term credits Outflow of funds for repayment of medium and long-term credits Outflow of funds from payment of profit participation capital + 5.000 + 19.000 + 13.000 + 6.500 – 0 – 5.000 – 6.684 – 7.721 – 10.000 – 0 Distribution of profits – 600 – 600 Inflow of funds from financing activities + 716 + 12.179 + 14.796 – 5.175 Financial resources at beginning of period + 1.854 + 7.029 Financial resources at end of period *) 16.650 1.854 Changes in funds due to cash transactions and equivalent *) The delimitation of financial means is identical to the item „cash on hand, cash in bank accounts“ on the assets side of the balance sheet Annual Report 2013 39 Annual Financial Statements Profit/ loss for the year 2013 K ¤ Annotations Veritas AG Satus Report Flow of funds analysis Veritas AG Annual Financial Statements Veritas AG and Veritas Group Balance sheet of THE Veritas GROUP effective December 31, 2013 Assets December 31, 2013 K ¤ K ¤ December 31, 2012 K ¤ K ¤ A. Fixed assets I. Intangible assets 1.Concessions, patents, trademarks and similar rights as well as licenses thereto 2.Goodwill, transaction value 742 1.385 768 2.127 625 II. Tangible assets 1.Land, leasehold rights and buildings including buildings on land owned by others 27.913 29.465 2.Plant and machinery 47.345 43.490 25.554 25.416 3.Other fixtures and fittings, tools and equipment 4.4. Payments on account and tangible assets in course of construction 2.846 103.658 2.598 III.Financial assets 1.Shares in affiliated companies 82 3.538 2.Loans to affiliated companies 0 4.000 3.Other loans 2.883 2.965 2.550 108.751 1.393 100.968 10.088 112.449 B. Current assets I.Stocks 1.Raw materials and consumables 23.275 25.741 2.Work in progress 13.559 17.272 3.Finished goods and goods for resale 26.245 21.877 4.192 4.585 4.Payments on account 63.071 5.Advances on orders – 4.200 II.Accounts receivable and other assets 1.Accounts receivable 48.444 38.046 1.908 8.209 2.Amounts owed by affiliated companies 3.Other assets III.Checks, cash on hand and on deposit in bank accounts C.Prepayments and accrued income D.Deferred tax assets 40 Veritas connects ! People, products, functions. 10.035 60.387 – 7.683 6.802 61.792 53.057 19.880 3.366 143.337 118.215 319 226 5.373 5.442 257.780 236.333 Liabilities December 31, 2013 K ¤ K ¤ December 31, 2012 K ¤ K ¤ A. Equity capital I. Subscribed capital 12.000 12.000 II. Retained earnings 1.200 12.682 49.882 11.482 12.682 49.066 – 1.441 – 387 73.123 73.361 B.S pecial item for investment allowances to fixed assets 4.387 1.907 C.S pecial item for investment subsidies to fixed assets 101 111 19.742 19.949 D.Provisions 1.Provisions for pensions and similar charges 2.Provisions for taxes 2.999 2.251 29.966 26.645 52.707 48.845 1. Profit participatory capital - thereof maturing within one year: K ¤ 0 (prior year K ¤ 10,000) 0 10.000 2. Amounts owed to credit institutions - thereof maturing within one year: K ¤ 32,077 (prior year K ¤ 17,442)) 71.172 60.521 3.Accounts payable - thereof maturing within one year: K ¤ 44,605 (prior year K ¤ 25,647) 44.605 25.647 6.723 11.100 3.Other provisions E. Liabilities 4.Amounts owed to affiliated companies - thereof maturing within one year: K ¤ 6,723 (prior year K ¤ 11,100) 5.Other creditors - thereof maturing within one year: K ¤ 4,702 (prior year K ¤ 4,227) - thereof from taxes: K ¤ 1,405 (prior year K ¤ 2,009) - thereof in the scope of social security: K ¤ 558 (prior year K ¤ 360) F. Accruals and deferred income 4.702 4.227 127.202 111.495 259 613 257.780 236.333 Annual Report 2013 41 Satus Report III.Net profit for the year IV.Equity capital difference from foreign currency translation 1.200 11.482 Annual Financial Statements 2.Other retained earnings Annotations 1.Statutory reserves Annual Financial Statements Veritas AG and Veritas Group Income statement of the Veritas group January 1 to December 31, 2013 K ¤ 1.Sales revenues 2.Inventory changes in finished goods and work in progress 575.505 623 3.Other operating income - thereof from foreign currency translation: K ¤ 1,914 [pr. yr.: K ¤ 4,510) 4. Material expenses a) E xpired cost of raw materials, supplies and acquired merchandise b) E xpired cost of acquired services 5.Personnel costs a) Wages and salaries b) Social security levies and cost of retirement plans and related benefits - thereof for retirement plans: K ¤ 564 (prior year K ¤ 764) 2013 K ¤ 576.127 1.317 590.293 13.760 16.101 589.887 606.394 335.741 347.003 101.494 22.064 2012 K ¤ 588.976 325.924 21.079 K ¤ 19.777 355.518 97.716 123.559 21.697 119.413 6.Depreciation on intangible assets of fixed assets as well as tangible assets - thereof depreciations goodwill K ¤ 654 (pr. yr. K ¤ 522) 19.711 17.460 7.Other operating charges - thereof from foreign currency translation: K ¤ 2.616 (pr. yr. K ¤ 2.879) 89.718 91.841 9.896 22.162 8.Income from other securities and lendings of financial assets 132 137 9.Other interest and similar income - of these from affiliated companies: K ¤ 44 (prior year K ¤ 117) 149 297 0 2 6.124 5.339 10.Write-down of financial assets and on securities of current assets 11.Interest and similar expenses - thereof to affiliated companies: K ¤ 629 (prior year K ¤ 636) - thereof accumulation of provisions: K ¤ 1,084 (prior year: K ¤ 1,054) 12.Remuneration from/for profit participatory capital 13.Profit or loss on ordinary business activities 14.Taxes on corporate income and business profits - thereof expenses from alteration of deferred taxes K ¤ 53 (prior year: revenue K ¤ 406) 15.Other taxes 16.Profit for the year 17.Profit carried forward from prior year 18.Net profit/loss for the year 42 Veritas connects ! People, products, functions. 50 – 5.893 810 4.004 2.387 201 – 5.717 16.445 5.153 2.588 1.416 48.466 49.882 100 5.253 11.192 37.874 49.066 Flow of funds analysis Veritas group + 1.416 + 11.192 Depreciation of fixed assets + 19.711 + 17.463 Increase/decrease in reserves + 3.862 – 2.218 Profit from disposal of fixed assets including profits from foreign-currency translation – 52 – 1.058 Loss from disposal of fixed assets including losses from foreign-currency translation + 1.347 + 639 Increase in inventories, trade debtors, and other assets – 9.720 – 3.140 + 69 – 481 + 17.703 – 7.815 – 751 – 604 – 1.054 – 125 + 32.531 + 13.853 Increase / decrease in deferred tax assets Increase/decrease in trade creditors and other liabilities Other revenues from special items not based on payments Differential amount from foreign currency translation Influx of funds from ongoing business activities Influx of funds from disposals of fixed-asset items + 469 + 1.585 – 20.112 – 27.849 – 444 – 309 + 0 + 35 Outflow of funds from investments into financial assets – 333 – 5.700 Expansion of consolidation scope + 744 + 0 + 3.608 + 786 Outflow of funds for investments into fixed assets Outflow of funds for investments into intangible assets Influx of funds from disposals of financial assets Influx special item for investment subsidies Outflow of funds from investment Influx of funds from taking up financing credits Influx of funds from taking up short-term credits Outflow of funds for repayment of short-term credits Outflow of funds for repayment of financing credits Disbursement for redemption of jouissance right capital – 16.068 + 5.000 – 31.452 + 19.000 + 13.000 + 6.500 – 0 – 5.000 – 7.349 – 8.814 – 10.000 – 0 – 600 – 600 + 51 + 11.086 + 16.514 – 6.513 Financial resources at beginning of period + 3.366 + 9.879 Financial resources at end of period 19.880 3.366 Distribution of profits Inflow of funds from financing activities Changes in funds due to cash transactions and equivalent Annual Report 2013 43 Satus Report 2012 K ¤ Annual Financial Statements Profit for the year 2013 K ¤ Annotations Veritas group Annual Financial Statements Veritas AG and Veritas Group Fixed-asset transaction statement effective December 31, 2013 Veritas A G Costs of acquisition or production Jan 1, 2013 Additions Book transfers Disposals Dec 31, 2013 K ¤ K ¤ K ¤ K ¤ K ¤ Concessions, patents, and similar rights and assets all well as licenses thereto 6.869 341 0 48 7.161 I.Intangible assets 6.869 341 0 48 7.161 Land, leasehold rights and buildings incl. buildings on land owned by others 40.627 52 28 0 40.706 Plant and machinery 90.104 2.912 1.812 2.194 92.635 Other fixtures and fittings, tools and equipment 65.984 4.226 109 711 69.609 Payments on account and tangible assets in course of construction II.Tangible assets hares in affiliated S companies 1.319 363 – 1.319 0 363 198.034 7.553 630 2.904 203.313 21.313 2.829 0 0 24.142 oans to affiliated L companies 33.620 23 0 5.856 27.787 III.Financial assets 54.933 2.851 0 5.856 51.929 259.836 10.745 630 8.808 262.403 Assets 44 Veritas connects ! People, products, functions. Ongoing year Disposals Dec 31, 2013 Dec 31, 2013 Jan 1, 2013 K ¤ K ¤ K ¤ K ¤ K ¤ K ¤ 6.202 416 48 6.569 592 667 6.202 416 48 6.569 592 667 28.395 914 0 29.309 11.397 12.231 67.098 4.919 2.157 69.859 22.776 23.006 52.514 4.507 682 56.339 13.269 13.470 0 0 0 0 363 1.319 148.007 10.340 2.839 155.508 47.805 50.027 252 0 0 252 23.890 21.061 199 217 0 416 27.371 33.421 451 217 0 668 51.261 54.482 154.660 10.973 2.888 162.745 99.658 105.176 Annual Report 2013 45 Annual Financial Statements Jan 1, 2013 Satus Report Nominal assets Annotations Depreciations Annual Financial Statements Veritas AG and Veritas Group Fixed-asset transaction statement effective December 31, 2013 Veritas Group Costs of acquisition or production Jan 1, 2013 K ¤ Expansion of consolidation scope K ¤ Exchangerate differences Additions Book transfers Disposals Dec 31, 2013 K ¤ K ¤ K ¤ K ¤ K ¤ Concessions, patents, and similar rights and assets all well as licenses thereto 7.337 0 -4 444 7 75 7.710 Goodwill or transaction value 2.752 0 0 1.263 0 0 4.015 I.Intangible assets 10.089 0 -4 1.707 7 75 11.725 Land, leasehold rights and buildings incl. buildings on land owned by others 67.445 98 -257 508 28 7 67.814 130.172 2.256 -766 9.167 2.428 2.570 140.687 94.989 229 -306 7.842 133 2.089 100.797 Plant and machinery Other fixtures and fittings, tools and equipment Payments on account and tangible assets in course of construction 2.598 61 -13 2.580 -1.967 413 2.846 295.204 2.644 -1.343 20.096 623 5.080 312.144 hares in affiliated S companies 3.790 -3.456 0 0 0 0 334 oans to affiliated L companies 4.000 -1.000 0 0 0 3.000 0 II. Tangible assets Other loans III.Financial assets Assets 46 Veritas connects ! People, products, functions. 2.550 0 0 333 0 0 2.883 10.340 -4.456 0 333 0 3.000 3.217 315.633 -1.812 -1.346 22.136 630 8.155 327.086 Expansion of consolidation scope Exchange rate differences Ongoing year Disposals Dec 31, 2013 Dec 31, 2013 Jan 1, 2013 K ¤ K ¤ K ¤ K ¤ K ¤ K ¤ K ¤ K ¤ 6.569 0 -3 476 75 6.968 742 768 2.127 0 0 503 0 2.629 1.385 625 8.696 0 -3 979 75 9.598 2.127 1.393 37.980 19 -118 2.026 7 39.900 27.913 29.465 86.682 140 -281 8.974 2.174 93.342 47.345 43.490 69.573 34 -164 7.731 1.931 75.244 25.554 25.416 0 0 0 0 0 0 2.846 2.598 194.235 194 -563 18.732 4.113 208.486 103.658 100.968 252 0 0 0 0 252 82 3.538 0 0 0 0 0 0 0 4.000 0 0 0 0 0 0 2.883 2.550 252 0 0 0 0 252 2.965 10.088 203.184 194 -565 19.711 4.187 218.335 108.751 112.449 Annual Report 2013 47 Annual Financial Statements Jan 1, 2013 Satus Report Nominal assets Annotations Depreciations Annual Financial Statements Veritas AG and Veritas Group Equity statement Veritas AG as of December 31, 2013 Veritas A G Subscribed capital K¤ December 31, 2011 12.000 Profit distribution 0 Profit for the year 0 December 31, 2012 12.000 Profit distribution 0 Loss for the year 0 December 31, 2013 12.000 *) Of the Veritas AG‘s profit carried forward, K ¤ 45,539 are released for distribution under due consideration of the sums exempt from distribution. Equity statement veritas GROUP as of December 31, 2013 Veritas Group December 31, 2013 Subscribed capital Statutory reserves K ¤ K ¤ 12.000 1.200 Profit distribution 0 0 Recognition not affecting operating result 0 0 Group profit for the year 0 0 12.000 1.200 Profit distribution 0 0 Recognition not affecting operating result 0 0 Group profit for the year 0 0 12.000 1.200 December 31, 2012 December 31, 2013 48 Veritas connects ! People, products, functions. Equity capital K ¤ K ¤ K ¤ K ¤ 1.200 14.470 32.686 60.356 0 0 (600) (600) 0 0 17.983 17.983 1.200 14.470 50.069 77.739 0 0 (600) (600) 0 0 (2.287) (2.287) 1.200 14.470 47.182 74.852 Other retained income Equity capital difference from foreign currency translation Net profit for the year Equity capital K ¤ K ¤ K ¤ K ¤ 11.482 (261) 38.474 62.895 0 0 (600) (600) 0 (125) 0 (125) 0 0 11.192 11.192 11.482 (386) 49.066 73.362 0 0 (600) (600) 0 (1.055) 0 (1.055) 0 0 1.416 1.416 11.482 (1.441) 49.882 73.123 Annual Report 2013 49 Satus Report Net profit for the year *) Annual Financial Statements Other retained income Annotations Statutory reserves Veritas Sachsen GmbH 50 Veritas connects ! People, products, functions. Annual Financial Statements Satus Report Notes to the Annual Financial Statements Veritas AG and Veritas Group 2013 Annotations Veritas Thüringen GmbH Annual Report 2013 51 NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP I. Financial Reporting General Explanations The annual financial statement for Veritas AG and the consolidated financial statement 2013 were prepared in compliance with the regulations in the HGB (German Commercial Code) and German stock corporation law. The details required for explanation of the balance sheet and the income statement in essence have been stated in the notes. The aggregate cost method was chosen for the income statement. The first consolidated financial statement was made effective December 31, 1999. Consolidation scope Consolidation scope Veritas Group Veritas AG, Gelnhausen Veritas Dunakiliti Verbindungstechnik Kft., Dunakiliti/Hungary Veritas Thüringen GmbH, Benshausen Automotive Veritas de México S. A. de C. V., Puebla / Mexico Veritas Servicios, S.A. de C.V. (indirect holding of securities) Veritas Austria GmbH, Mieders / Austria Veritas Otomotiv Sanayi Ltd. Sti., Cerkezköy-Tekirdag / Turkey Veritas Sachsen GmbH, Neustadt in Sachsen Veritas Automotive Bosna i Hercegovina d.o.o., Sarajevo Veritas Automotive System (Kunshan) Co. Ltd., PR China The annual financial statement is incomparable to the prior year such that the two subsidiaries Veritas Automotive Bosna i Hercegovina d.o.o., Sarajevo and Veritas Automotive System (Kunshan) Co. Ltd., PR China, were for the first time integrated in the consolidated financial statement. Subsidiaries of secondary significance Himmelauer Mühle Verwaltungsgesellschaft mbH, Gelnhausen Himmelauer Mühle Baugesellschaft mbH & Co.KG, Gelnhausen Veritas USA Corporation, Detroit/USA Veritas Medizintechnik GmbH, Halberstadt Relief fund for employees of Veritas AG in Gelnhausen e.V., Gelnhausen 52 Veritas connects ! People, products, functions. The economic activities of these companies in the 2013 business year in consideration of § 296 sec. 2 HGB were of secondary importance for fair assessment of the group’s financial position and results of operations due to their impact on the amount of assets, income and expenses. Consolidation principles Before implementation of BilMoG, capital consolidation was effected according to the book value method. The purchase method of accounting has been applied since 2010. The initial consolidation of Veritas Automotive System (Kunshan) Co. Ltd., PR China as well as Veritas Automotive Bosna i Hercegovina d.o.o., Sarajevo showed a debit difference for each entity. 778 The item was posted as goodwill under Intangible assets and will be linearly depreciated over a period of five years. The currencies applied in annual financial statements prepared by the included subsidiaries were converted to the reporting currency on the basis of the modified balance-sheet date exchange rate method. All items with the exception of equity capital were valuated at the currency conversion rate applicable at the balance-sheet date. Expenditures and revenues stated in the income statement of the subsidiaries were converted at average market price. In compliance with §304 sec. 1 HGB, there were eliminations of intercompany profits and losses in inventories worth K ¤ 146. Balancing and valuation procedures Valuation in the group was based on concurring principles. Options to choose cost or market valuation were exercised specifically in concurrence with the parent company’s statements. Acquired intangible assets were carried at acquisition cost and are depreciated according to the straight-line method of depreciation. Annual Report 2013 53 Annual Financial Statements Veritas Automotive Bosna i Hercegovina d.o.o., Sarajevo Annotations 485 Satus Report K ¤ Veritas Automotive System (Kunshan) Co., Ltd., PR China NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP Tangible fixed assets were estimated at acquisition or production costs. Additions are usually depreciated according to the pro rata temporis method of depreciation. Acquisition costs encompass the cost of acquisition, ancillary costs as well as reductions of purchase price. The useful life and depreciation rates are based on the official depreciation tables and the depreciation tables of the rubber industry. Assets with an acquisition value of less than ¤150 net are recognized as an expense in full in the year they are entered. Assets with an acquisition value between ¤150 and ¤1,000 net are pooled in an account and are depreciated over 5 years. Financial assets are valuated at acquisition costs or with their lower value at the reporting date. Inventory stocks are valuated at their acquisition or production costs or at lower current value. Production costs in addition to unit costs also encompass appropriate shares of manufacturing and material costs as well as depreciation of assets. Raw materials and supplies of identical quality from different purchases are estimated at weighted average price in compliance with § 240 sec. 4 HGB. If the most recent acquisition price was under the weighted average price on the balance-sheet date, depreciations were made as of the last acquisition price. Deductions have been made to account for reductions in value. Receivables and other assets are estimated at their nominal value. Individual risks have been adequately considered with individual value adjustments. General credit risks have been adequately taken into account by a general bad-debt provision. Currency receivables are converted at the rate valid on the day the claim is entered into the books or at the lower exchange rate valid at the reporting date. The acquisition-cost principle was applied for currency receivables maturing after one year. Accruals encompass expenditures before the balance sheet date which represent costs for a specific period of time after this date. 54 Veritas connects ! People, products, functions. Obligations from pension commitments were valuated at the fulfillment amount on the basis of biometric probabilities with the projected unit credit method. Future wage and pension increases will be taken into account for determination of the future fulfillment amount. The interest rate publicized by Deutsche Bundesbank for 15 years remaining term is being applied for discounting. For pensions paid indirectly, Veritas is liable in the second degree as is derived from the Gesetz zur Verbesserung der betrieblichen Altersversorgung (company pension law – BetrAVG). If the applicable assets of the provident fund are insufficient to cover the settlement amount for the pension commitments, Veritas AG recognizes the deficit cover in the balance-sheet item Pensions and similar commitments. Payables in foreign currency have been valuated with the average spot transaction value at the reporting date. The realization principle was applied for accounts payable due after one year. II. ANNOTATIONS TO THE BALANCE SHEET Fixed assets The development of fixed assets in the 2013 business year is depicted in the fixed-asset transaction statements for the Veritas Group and Veritas AG. The income statement includes expenditures for rental and leasing contracts, in particular for properties and buildings as well as vehicles. A sale-and-leaseback agreement has been concluded for expansion of facilities at the Veritas Sachsen GmbH plant in Neustadt in Sachsen. In the year under review, the Annual Report 2013 55 Annual Financial Statements Liabilities have been estimated at their amount repayable. Annotations Provisions are made under due consideration of anticipated future price and cost increases. Provisions with a term of more than one year are discounted with the appropriate average market interest rate for the past seven business years determined and publicized by Deutsche Bundesbank. Satus Report The other reserves encompass all risks and contingent liabilities discernible at the time the balance sheet is prepared. NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP incurred part fabrication costs were posted directly to Inventory assets. At the time the expansion has been completed, the assets will be sold to the lessor. The concluded contracts are designated to reduce our financing needs. These contracts will lead to a rise in our payment obligations. In this context, we refer to miscellaneous financial obligations. The following table shows Veritas AG’s participating interests as of December 31, 2013: Direct participations Veritas Dunakiliti Kft. Veritas Thüringen GmbH Share capital Equity capital Interest in % Operating results 2013 K ¤ K ¤ K ¤ 1.027 250 5.200 100,0 1.569 250 100,0 0 7.185 8.576 99,99 1.796 immelauer Mühle VerwaltungsH gesellschaft mbH 50 72 100,0 3 Himmelauer Mühle Baugesellschaft mbH & Co. KG 100 46 100,0 18 21 25 100,0 13 Veritas Medizintechnik GmbH 100 (2.669) 100,0 (52) Veritas Austria GmbH 580 3.348 100,0 679 Veritas Otomotiv Sanayi Ltd. Sti. 119 2.036 100,0 1.422 100,0 0 Automotive Veritas de México S. A. de C. V. Veritas USA Corporation Veritas Sachsen GmbH 3) 153 1.619 Veritas Automotive Bosna i Hercegovina d.o.o. 2.256 1.070 100,0 (418) Veritas Automotive System (Kunshan) Co. Ltd. 1.970 1.260 100,0 68 3 98 100,0 124 Indirect participations Veritas Servicios, S.A. de C.V. Profit and loss transfer agreement Prior year results 3) Deficit not covered by equity capital 1) 2) The exchange rates in effect on the balance-sheet date were applied for translation of nominal and equity capital from foreign currencies to euros. The average exchange rates were applied for translation of annual results from foreign currencies to Euros. 56 Veritas connects ! People, products, functions. 1) 2) 1) Trade debtors Throughout the entire business year, accounts receivable from customers with good financial standing were sold to domestic banks with which Veritas maintains regular business relations. Factorization sales volume was up to ¤ 15 million. As of December 31, 2013, accounts receivable worth ¤ 13.7 million (previous year ¤ 15 million) had been sold. Financing brought about a higher degree of flexibility of working capital. The arrangement with finance partners provides for obligations to consistently offer such accounts receivable and to make comprehensive reports. Deferred tax assets on consolidation measures and deviations in context with standardized assessment throughout the Group: K ¤ 679. Annotations In the Group, local tax rates are applied. Annual Financial Statements Deferred tax assets Deferred tax assets for the group were at K ¤ 5,373; these are structured into differential amounts of K ¤ 4,430 for Veritas AG and K ¤ 264 for the group. The deferred tax liabilities were offset and only the remaining net asset position itemized in the balance sheet. The deferred taxes for Veritas AG were calculated on the basis of an average tax rate on profits of 28%. Satus Report Accruals For Veritas AG, this item refers particularly to discounts totaling K ¤ 10 (prior year: K ¤ 20) earned from taking up long-term investment credits. Annual Report 2013 57 NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP Deferred tax assets Difference K ¤ Deferred tax liabilities Tax Difference K ¤ K ¤ Tax K ¤ 1. Veritas AG (tax rate 28%) Losses carried forward Current assets Provisions Accounts receivable 1.000 280 - - 15.412 4.315 - - - - (575) (165) Total AG Balancing Net asset position 2. Veritas Group Capital assets Hungary (tax rate 17%) Capital assets, stocks, and provisions Mexico (tax rate 30%) Debt consolidation Mexico (tax rate 28%) Eliminations of intercompany profits and losses (tax rate 28%) Others Total Group - - 4.595 (165) (165) 165 4.430 0 3.264 620 - - 1.095 329 - - 64 18 - - 146 41 - - - (640) (65) - 1.008 (65) Balancing (65) 65 Net asset position 943 0 Total 5.373 Veritas AG tax expenditures are higher in comparison to the computed tax expenses. This is on one side due to cautious valuation of deferred tax assets of losses carried forward, tax additions, and on the other due to changes in deviations between trade balance sheet and tax balance sheet as relates to accounts receivable from affiliated companies which were not accrued as deferred tax assets due to tax relief probably unavailable in the future. The Group’s tax expenses are higher than the computed tax expenses because they are influenced in varying degrees by the Veritas AG’s individual financial statement and by foreign and domestic factors not dependent upon revenue. 58 Veritas connects ! People, products, functions. Subscribed capital The capital stock registered on the Commercial Register is unchanged from last year at K ¤ 12,000. It is structured into 4,000,000 bearer shares. Net profit for the year The stated net profit (Veritas AG K ¤ 47,182; Veritas Group K ¤ 49,882) includes retained profit brought forward of K ¤ 49,969 (Veritas AG) and K ¤ 48,466 (Veritas Group). Of the Veritas AG’s profit carried forward, K ¤ 45,539 are released for distribution under due consideration of the sums exempt from distribution. The special item for investment grants also encompasses governmental subsidies in amount of K ¤ 101. It will be dissolved upon expiration of the utility periods of the subsidized investment goods. Annual Report 2013 59 Annual Financial Statements Special item for investment allowances and subsidies to fixed assets The special item for investment grants in the consolidated balance sheet relates to a non-refundable subsidy by the German federal state of Thuringia (K ¤ 923) and a non-refundable subsidy by the German federal state of Saxony (K ¤ 3,340) from funds of the program to improve regional economic structures as well as subsidies under the Investment Act and federal and state grants from the Republic of Austria and the Austrian state of Tyrol (K ¤ 123). Annotations Particulars on sums exempt from distribution Owing to activation of deferred tax assets in the annual financial statements of Veritas AG, K ¤ 4,430 are exempt from distribution. Satus Report Other surplus reserves Other surplus reserves as of December 31, 2013 were unchanged at K ¤ 11,482 (Veritas Group) and K ¤ 14,470 (Veritas AG). NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP Provisions for pensions and similar charges Employees who joined Veritas AG prior to December 1, 1993 are admitted to the Veritas AG pension scheme, which is covered by adequate reserves for current pension payments and pension expectancies. The current company pension system has been closed for new admittances effective December 1, 1993. Entitlements earned after November 2005 are financed by a reinsured relief fund. The fulfillment amount for pension provisions is K ¤ 19,742. The insurancemathematical parameters are: a discounting rate of 4.88%, a pension trend of 2.0% as well as salary and wage increases of 2.75% per year. A fluctuation rate was not taken into consideration due to acquired rights. The mortality rate is based upon the standard values scheme publicized in 2005 by Prof. Dr. Klaus Heubeck in Cologne. Pension payments and payments by the relief fund for former employees amounted to K ¤ 993 in the business year. Other provisions For Veritas AG, these essentially encompass provisions for losses from pending contracts, for warranties, for outstanding supplier invoices, for returns/discounts, for anniversary bonuses, and for holiday entitlements. Liabilities structured by remaining maturity; Veritas AG Veritas AG Maturing Remaining Remaining Status on within one term 1 to 5 term more Dec 31, 2013 year years than 5 years Grand total K ¤ K ¤ K ¤ K ¤ Amounts due to banks 31.760 31.506 6.161 69.427 Trade accounts payable 34.761 - - 34.761 8.047 - - 8.047 Amounts owed to affiliated undertakings Other liabilities Total 60 Veritas connects ! People, products, functions. 1.289 - - 1.289 75.857 31.506 6.161 113.524 Liabilities to credit institutions worth K ¤ 27,927 are secured by mortgages and assignments as security. Encumbrances on real property are valued at K ¤ 30,452. Liabilities structured by remaining maturity; Veritas Group Amounts due to banks 32.077 32.777 6.317 71.172 Trade accounts payable - 44.605 44.605 - Amounts owed to affiliated undertakings 6.723 - - 6.723 Other liabilities 4.702 - - 4.702 88.108 32.777 6.317 127.202 Total Liabilities to credit institutions worth K ¤ 34,672 are secured by mortgages and assignments as security. Total encumbrances on real property are valued at K ¤ 40,202. Derivative financial instruments Derivative financial instruments are used to secure interest risks caused by interest-rate fluctuations as well as foreign-currency risks caused by changes to exchange rates. Valuation units were formed for effective hedging relationships. The net hedge presentation method was applied for valuation. Annotations No acquisition costs were incurred for all stated hedging transactions. Satus Report Maturing Remaining Remaining Status on within one term 1 to 5 term more Dec 31, 2013 year years than 5 years Grand total K ¤ K ¤ K ¤ K ¤ Annual Financial Statements Veritas Group Annual Report 2013 61 NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP On December 31, 2013, the following interest derivatives were in effect with the following terms: Product/Type Term Beginning Term End Nominal K ¤ Negative current values Dec 31, 2013 K ¤ Payer Swap 30.09.2011 30.03.2014 1.750 (9.223) Payer Swap 30.09.2011 31.03.2014 2.750 (11.220) Payer Swap 30.09.2011 30.03.2014 2.500 (13.494) Payer Swap 30.09.2011 31.03.2014 3.000 (14.778) Payer Swap 30.04.2012 30.09.2016 3.750 (51.835) Reserve Collar 28.09.2012 30.06.2021 5.000 (44.833) The present values of derivatives in general comply with market or stock-exchange values. The values were determined by finance partners. The payer swaps and the reverse collar as hedge constitute evaluation units with appropriate loans being taken up. These credit loans constitute the corresponding underlying transactions. Owing to identical amounts, congruence of terms and interest rates, the mutual changes in values and payment flows compensate each other during the terms of the hedging and underlying transactions. As a consequence, there was no need to set up provisions as of the balancesheet day. In the scope of interest-risk and foreign-currency-risk management, Veritas AG in the year under review also applied interest-rate swaps with currency options as optimization product with defined worst case. Product/Type Term Beginning Term End FX Conversion Swap EUR/HUF 01.07.2013 31.03.2014 2.500.000 11.685 FX Conversion Swap EUR/HUF 02.08.2013 31.03.2014 3.000.000 12.912 FX Conversion Swap EUR/HUF 06.09.2013 31.03.2014 2.900.000 9.723 62 Veritas connects ! People, products, functions. Nominal Market value on Dec 31, 2013 ¤ K ¤ Market valuation was made on the basis of topical market data and application of standard analysis methods (incl. cash value model, option price models, etc.). As there is no direct hedging context between existing underlying transactions for these structured products, formation of valuation units is impossible. Owing to the positive market values as of the balance-sheet date, there was no need to establish any provisions for the structured products. Foreign-currency risks arising in context with highly-probable transactions are secured by forward contracts per relevant foreign currency. The cash value and forward exchange rate at final maturity are stated per forward exchange transaction. The cash value reflects the current market value discounted per the valuation date. Bought THUF Forward Contract 08.01.2014 307,40 250.000 813.273 27.954 Forward Contract 07.02.2014 308,30 250.000 810.898 28.999 Forward Contract 07.03.2014 308,40 250.000 810.636 27.887 Forward Contract 08.04.2014 308,30 250.000 810.898 27.771 Forward Contract 08.05.2014 308,80 250.000 809.585 27.746 Forward Contract 06.06.2014 310,85 250.000 804.246 27.615 Forward Contract 07.07.2014 311,30 250.000 803.084 26.880 Forward Contract 08.08.2014 311,80 250.000 801.796 26.350 Forward Contract 08.09.2014 312,30 250.000 800.512 25.901 Interest date Forward exch. rate Bought THUF Forward Contract * 31.07.2014 2,83 920.000 324.974 (28.254) Forward Contract * 28.08.2014 2,85 960.000 337.316 (29.725) Forward Contract * 29.09.2014 2,86 940.000 328.212 (29.325) Forward Contract * 30.10.2014 2,82 920.000 326.241 (36.045) Forward Contract * 26.11.2014 2,83 960.000 339.223 (38.348) Forward Contract * 23.12.2014 2,85 940.000 329.825 (37.107) Product/Type Sold Market value ¤ on Dec 31, 2013 ¤ Sold Market value ¤ on Dec 31, 2013 ¤ * Synthetic forward contract based on (simultaneous) purchase and sale of one each Plain Vanilla Option EUR/TRY at the aforestated conditions. Annual Report 2013 63 Satus Report Forward exch. rate Annual Financial Statements Interest date Annotations Product/Type NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP The aforestated forward exchange transactions in EUR/HUF as hedging instrument each constitute valuation units with the highly-probable corresponding future foreign-currency needs. Owing to identical amounts and the hedged prices, the future payment flows will balance each other in 2014. As of the balance-sheet date there was consequently no need to establish any provisions irrespective of the positive or negative market value of the EUR/HUF forward contract. For the itemized forward exchange transactions in EUR/TRY, valuation units with the corresponding future foreign-currency needs cannot be formed at Veritas AG level. The forward exchange transactions in EUR/TRY have a negative market value as of Dec 31, 2013. Effective the balance-sheet date, provisions in the Veritas AG’s individual financial statement have been accordingly made in amount of the negative market value of the EUR/TRY forward exchange transactions. On the Group level, there is an exchange-rate risk for the currency combination EUR/TRY. The forward exchange transactions here constitute a valuation unit. Owing to identical amounts and the hedged prices, the future payment flows will balance each other in 2014. As a consequence, no provisions in amount of the negative market value were formed on the Group level. III. ANNOTATIONS TO INCOME STATEMENT AND OTHER DETAILS Structure of gross income from sales and services In the expired business year 2013, Veritas AG generated sales in the amount of K ¤ 600,461. Gross income generated by Veritas AG in the year under review is structured as follows: Geographical breakdown K ¤ Domestic 349.369 Foreign 251.092 600.461 64 Veritas connects ! People, products, functions. Veritas AG sales structured by fields of operations K ¤ Internally-produced vehicle parts 434.701 Merchandise 145.422 Tools revenues 20.338 600.461 In 2013, consolidated sales in the Veritas Group amounted to K ¤ 575,505. K ¤ 304,932 of these were generated in domestic transactions, K ¤ 270,573 in foreign trade transactions. Veritas AG and the Veritas Group are active as automotive suppliers. Salaries Salaries paid to Veritas AG’s executive board in the business year are not stated in compliance with §286 sec. 4 HGB. Fees paid to the members of Veritas AG’s supervisory board in the 2013 business year amounted to K ¤ 68 (prior year: K ¤ 72). A total of K ¤ 7,702 (prior year: K ¤ 7,765) has been put into reserve for pension obligations to former members of Veritas AG’s executive board and their surviving dependents. Current payments to former members of the executive board or their surviving dependents amounted to K ¤ 481 (prior year: K ¤ 332). Annual Report 2013 65 Annual Financial Statements IV. SONSTIGE ANGABEN Annotations Taxes on corporate income and business profits Veritas AG recorded tax expenditures in amount of K ¤ 462; included therein are K ¤ 540 in tax revenues attributable to the formation of deferred tax assets. The Veritas Group recorded tax expenditures in amount of K ¤ 2,387. This includes income from the deferred taxes in amount of K ¤ 69. The entire tax expenditures are due for revenues from ordinary business activities. Satus Report Other operating income Income from the reversal of provisions (K ¤ 1,469) as well as payments by insurance companies in compensation for damages (K ¤ 3,734) are included in other operating income of Veritas AG. NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP Transactions not stated in the balance sheet We refer to the annotations to assets and the item “Trade debtors”. Other financial commitments Veritas Group 2013 K ¤ 2012 K ¤ Veritas AG 2013 K ¤ 2012 K ¤ Rent, tenancy and leasing contracts *) 24.945 19.172 8.429 10.017 Order commitments 10.525 9.448 8.971 7.897 *) Thereof allocated to associated businesses: K ¤ 50 (Veritas Group and Veritas AG) Other financial commitments also encompass obligations to grant a developing loan to a lessor. Auditor fees reported as expenditure According to German commercial law, the Veritas Group is obligated to report German auditor fees for the business year as expenditures. In 2013, these fees in amount of K ¤ 135 relate exclusively to annual audits. Liability relations acc. to § 251 HGB Notes payable: K ¤ 0 Amounts due to banks from Veritas Austria GmbH as of the balance-sheet day are at K ¤ 1,745. In addition, there is a joint and several co-liability in effect as of the balancesheet day for bank credits taken by Globus GmbH in amount of K ¤ 2,286. Veritas Thüringen GmbH is liable with an encumbrance of real property in amount of K ¤ 6,250 for amounts owed by affiliated undertakings. Veritas AG in addition to Veritas Sachsen GmbH as joint debtor is liable for liabilities and commitments from the real-estate leasing agreement. Total obligations under the concluded leasing agreement are at ¤ 13.5 million. The leasing installments are K ¤ 155 per quarter. 66 Veritas connects ! People, products, functions. Veritas AG on the basis of profit/loss transfer agreements is liable in subsequent years for any losses suffered by the subsidiaries Veritas Sachsen GmbH and Veritas Thüringen GmbH. The sister company Poppe GmbH in the year under review joined the syndicated loan agreement next to Veritas AG. Based upon the credit agreement, there is a joint and several liability for bank credit lines made available to Poppe GmbH in the amount of ¤ 15 million. Annual Report 2013 67 Annual Financial Statements Relations to affiliated companies Veritas AG is registered with the district court in Hanau (Amtsgericht Hanau HRA 92445) and is majority-owned by the holding company Poppe-Veritas Holding GmbH & Co. KG, Gelnhausen/Germany, which prepares the consolidated financial statement for most of the group’s companies, to be disclosed in the electronic Federal Gazette. Annotations Exemption clause acc. to § 264 sec. 3 HGB The following domestic subsidiaries in business year 2013 have entirely or partially made use of the exemption clause in § 264 sec. 3 HGB: Veritas Thüringen GmbH, Benshausen and Veritas Sachsen GmbH, Neustadt in Sachsen. Satus Report The Veritas Group enters upon liability relations only after diligent assessment of risks and principally only in conjunction with its own or with its subsidiaries’ business transactions. On the basis of consistent evaluation of the risk situation of the assumed liabilities and under due consideration of the knowledge gained up to the reporting date, the Veritas Group currently proceeds upon the assumption that the obligations assumed can be discharged by the respective principal debtors. The Veritas Group therefore estimates as improbable the risk of claims being asserted under such co-liability. NOTES TO THE ANNUAL FINANCIAL STATEMENTS VERITAS AG AND VERITAS GROUP Structure of the workforce The workforce in the year under review on average was composed as follows: Veritas Group Wage-earning employees Salaried employees Gelnhausen, April 30, 2014 The Executive Board BeckHehl 68 Veritas connects ! People, products, functions. Veritas AG 2013 2012 2013 2012 2.007 2.055 732 733 1.639 1.518 944 946 3.646 3.573 1.676 1.679 Annual Financial Statements Satus Report Veritas Otomotiv Sanayi Ltd.Sti. Annotations Veritas Dunakiliti Kft. Annual Report 2013 69 Auditor‘s Examination Certificate We audited the annual financial statements of Veritas AG, Gelnhausen - consisting of balance sheet, income statement, and annotations - together with the bookkeeping system of Veritas AG and the consolidated financial statement - consisting of balance sheet, income statement, annotations, flow of funds analysis, and equity statement - prepared by the company as well as the management reports for both the company and the group for the business year from January 1 to December 31, 2013. Maintenance of the books and records and preparation of these annual financial statements and the management report in accordance with German commercial law are the responsibility of the company‘s management. Our responsibility is to express an opinion on the annual financial statement, together with the bookkeeping system, and the consolidated financial statement and the management report for both the group and the company based on our audit. We conducted our audit of the annual financial statement and the consolidated financial statement in accordance with §317 HGB (German Commercial Code) and the generally accepted German standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer IDW. Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position, and results of operation in the annual financial statement and the consolidated financial statement in accordance with principles of proper accounting and in the management report for the company and the group are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company and group, and evaluations of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the internal reporting control system and the evidence supporting the disclosures in the books and records, the annual financial statement, the consolidated financial statement, and the management reports on the company amd the group are examined primarily on a sample test basis within the framework of the audit. The audit includes assessing the annual financial statements for the entities incorporated in the consolidated financial statement, the definition of the consolidated group, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the 70 Veritas connects ! People, products, functions. overall presentation of the annual financial statement and the consolidated financial statement and management reports both for the company and for the group. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any objections. In our opinion based on the audit findings, the annual financial statement and the consolidated financial statement are in compliance with legal regulations and give a true and fair view of the net assets, financial position, and results of operations of the company and the group in accordance with principles of proper accounting. On the whole, the management reports both for the company and for the group are in compliance with the annual financial statement and the consolidated financial statement and provide a suitable understanding of the company‘s and the group‘s position and suitably present the opportunities and risks of future development. Gießen, May 2, 2014 Westprüfung Dr. Seifert & Partner OHG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (auditing company, tax consultants) (Becker) Wirtschaftsprüfer (German public auditors) (ppa. Mäurer) Wirtschaftsprüfer Annual Report 2013 71 Report by the supervisory board In the business year 2013 under review, the supervisory board of Veritas AG consistently and diligently discharged its statutory tasks defined in the articles of association and applicable laws. Its tasks particularly encompass continuous consulting and monitoring of company management. The supervisory board was regularly and comprehensively informed both in writing and verbally by the executive board about Veritas‘s net assets, financial position, and results of operation, corporate policies and the group‘s strategic orientation in all business units. The supervisory board received comprehensive information on company plans, future investments and current business risks. The executive board extensively explained any deviations in business operations from planned objectives and processes and discussed with the supervisory board the reasons for these deviations in order to derive any required countermeasures. In business year 2013, the supervisory board convened at altogether five regular meetings. In addition, urgent company matters were decided upon either in written form or in telephone conferences. The supervisory board members were in intensive contact with the executive board also outside meetings in order to discuss the company‘s current standing. In the meeting on June 4, 2014, the supervisory board dealt in detail with the annual financial statement and the consolidated financial statement of Veritas AG and the Veritas Group respectively per December 31, 2013 as well as the joint management report submitted by the executive board. The auditor was present at these consultations to provide any required additional information to the supervisory board. The records and documents had been made available to the supervisory board members in due time, who had sufficient time to examine these. The annual financial statement and the consolidated financial statement were prepared and audited by the commissioned auditing company Westprüfung Dr. Seifert & Partner OHG in Giessen in compliance with German commercial-law stipulations (HGB). The certified auditors endorsed the annual statements with an unqualified audit certificate. 72 Veritas connects ! People, products, functions. Westprüfung Dr. Seifert & Partner OHG in compliance with § 313 AktG also audited the executive board’s report on dependency status in business year 2013 made in compliance with §312 AktG and endorsed it with the following audit certificate: “Following our duty-bound audit and assessment, we certify that - the factual statements in the report are correct and - that the performances provided by the company in the legal transactions stated in the report were appropriate.” After due consideration of the concluding findings of the supervisory board’s examination of the annual financial statement and the consolidated financial statement and the report on dependency status, no objections were raised. The supervisory board concurs with the auditor’s findings and approves of the annual financial statements for 2013. The statements have thus been certified acc. to §172 AktG. The following changes to the supervisory board were made: At the close of the annual meeting on June 28, 2013, supervisory board membership of Michael Wiechmann ended as his tenure has expired. Michael Körner is the new elected member of the supervisory board representing employees. The Veritas AG’s current legal entities are itemized in the annual financial statement. The supervisory board thanks the executive board, the works council, and all company employees for their work and commitment in 2013. Gelnhausen, June 6, 2014 THE SUPERVISORY BOARD Prof. Dr. Wolfgang König, Chairman Annual Report 2013 73 Legal Notice Published by Veritas AG Stettiner Strasse 1 – 9 D-63571 Gelnhausen Tel +49 (0) 60 51.821-0 Fax +49 (0) 60 51.821-1900 info@veritas-ag.de www.veritas.ag The annual report is published in German (printed version) and in English (*.pdf file at www.veritas.ag/en/press-and-media/publications) Typesetting / layout Marcus Brandes, brandesmedia, Gelnhausen Text Finance: Nadine Spiller Corporate Communication: Daniel Chr. Glöckner Translation -ross- Übersetzungen, Altenhasslau Organization Corporate Communications Media / PR officer daniel.gloeckner@veritas-ag.de Picture / text references mexico-oaxaca-istmo-portrait-of-woman-in-traditional-costume: @ LifesizeImages, istockphoto taxi-mexico: @ stevenallan, istockphoto chichen-itza-tzompantli-the-wall-of-skulls: @ LUNAMARINA, istockphoto teotihuacan-pyramids: @ Dmitry Rukhlenko, istockphoto unam-central-library: @ abalcazar, istockphoto arizona-cactus-mountains: @ BWB-Images, istockphoto san-cristobal-de-las-casas: @ Holger Mette, istockphoto donkeys: @ jacus, istockphoto cathedral-mexico-city: @ Holger Mette, istockphoto mexico: @ Cristian Lazzari, istockphoto cactus: @ AarStudio, istockphoto tequila-town-farm: @ Coast-to-Coast, istockphoto mexico-city-zocalo-square: @ abalcazar, istockphoto mexican-folklore: @ CHR1, istockphoto WHERE TO FIND US GERMANY BOSNIA AND HERZEGOVINA AUSTRIA Veritas AG Stettiner Strasse 1-9 D-63571 Gelnhausen Tel.: +49 (0) 60 51.8 21 - 0 Fax: +49 (0) 60 51.8 21 - 19 00 info@veritas-ag.de Veritas Automotive Bosna i Hercegovina d.o.o. Rajlovacka bb 71000 Sarajevo - Rajlovac Tel.: +387. 33 . 782 785 info.sarajevo@veritas-ag.de Veritas Austria GmbH Gewerbepark Stubai Nr. 5 A-6142 Mieders Tel.: +43 . 52 25 . 65 241 - 0 Fax: +43 . 52 25 . 65 241 - 4 info.mieders@veritas-ag.de CHINA TURKEY Veritas Automotive Systems (Kunshan) Co., Ltd. No. 1-1 Pingxiang Road, Economic & Technical Development Zone Kunshan PR China, 215335 Tel.: +86 . 512 . 572 73320 info.kunshan@veritas-ag.de Veritas Otomotiv Sanayi Ltd.Sti. Organize Sanayi Bölgesi Gaziosmanpasa Mah. Atatürk Caddesi No: 141 59500 Cerkezköy / Tekirdag Tel.: +90 . 282 726 4762 Fax: +90 . 282 725 1847 info.cerkezkoey@veritas-ag.de Veritas Sachsen GmbH Standort Neustadt Werner-von-Siemens-Str. 24 D-01844 Neustadt in Sachsen Tel.: +49 (0) 35 96 . 9 38 99 - 0 info.neustadt@veritas-ag.de Standort Polenz Polenztalstrasse 154 D-01844 Neustadt in Sachsen Tel.: +49 (0) 35 96 . 5 09 91 - 0 Fax: +49 (0) 35 96 . 5 09 91 - 41 info.polenz@veritas-ag.de HUNGARY Veritas Thüringen GmbH Otto-Keiner-Strasse 81-83 D-98554 Benshausen Tel.: +49 (0) 36 84 3 . 7 50 - 0 Fax: +49 (0) 36 84 3 . 7 50 70 - 600 info.benshausen@veritas-ag.de VH3 Medizintechnik GmbH Otto-Spielmann-Strasse 2 D-38820 Halberstadt Tel.: +49 (0) 39 41 . 5 95 18 93 Fax: +49 (0) 39 41 . 5 95 18 99 info.halberstadt@veritas-ag.de MEXICO Automotive Veritas de México S.A. de C.V. Calle Rio Papaloapan No. 15 Colonia Sanctorum Cuautlancingo, Puebla/México C.P. 72730 Tel.: +52 . 222 10 - 63 - 60 Fax: +52 . 222 10 - 63 - 61 info.puebla@veritas-ag.de Veritas Dunakiliti Kft. Veritas utca 1 H-9225 Dunakiliti Tel.: +36 . 96 . 6 71 - 2 30 Fax: +36 . 96 . 6 71 - 2 37 info.dunakiliti@veritas-ag.de SALES OFFICES GERMANY USA KOREA Veritas AG Hofekamp 15 38442 Wolfsburg Tel.: +49 (0) 53 62 . 93 68 - 10 Fax: +49 (0) 53 62 . 93 68 - 11 info.wolfsburg@veritas-ag.de Veritas USA Inc. 550 Stephenson Hwy Suite No. 106 Troy, Michigan/USA 48083 Tel.: +1 . 248 589 8184 Fax: +1 . 248 589 9113 info.detroit@veritas-ag.com Asia Representative Office 30-7 Daesagwan-ro 11gil Yongsan-gu Seoul 104-887 Republic of Korea Tel.: +82 . 10 5224 0523 info.seoul@veritas-ag.com www.veritas.ag