Annual Report 2012 - Uzin Utz AG
Annual Report 2012 - Uzin Utz AG
Annual Report 2012 - Uzin Utz AG
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Promote sustainability<br />
Business report <strong>2012</strong><br />
1
Investor Relations Overview<br />
Key-Data in yearly comparison<br />
<strong>2012</strong><br />
2011<br />
2010<br />
2009<br />
2008<br />
2007<br />
2006<br />
Group<br />
IFRS<br />
Group<br />
IFRS<br />
Group<br />
IFRS<br />
Group<br />
IFRS<br />
Group<br />
IFRS<br />
Group<br />
IFRS<br />
Group<br />
IFRS<br />
Revenue data<br />
Sales revenues<br />
Mio. EUR<br />
207.3<br />
199.2<br />
184.2<br />
172.2<br />
177.4<br />
166.1<br />
152.1<br />
Sales revenues growth<br />
Result from<br />
ordinary activities<br />
% vs.prev.year<br />
Mio. EUR<br />
4.1<br />
13.5<br />
8.1<br />
12.0<br />
7.0<br />
14.4<br />
-2.9<br />
11.0<br />
6.8<br />
10.5<br />
9.2<br />
12.0<br />
9.8<br />
11.3<br />
Net profit<br />
Mio. EUR<br />
9.5<br />
9.0<br />
9.6<br />
7.1<br />
7.8<br />
8.6<br />
8.3<br />
Financial data<br />
Investments<br />
Mio. EUR<br />
16.3<br />
9.6<br />
6.9<br />
3.2<br />
7.7<br />
14.9<br />
7.3<br />
Deprication<br />
Cash flow from<br />
ordinary activities<br />
Mio. EUR<br />
Mio. EUR<br />
6.8<br />
17.7<br />
7.0<br />
12.5<br />
5.6<br />
14.3<br />
5.4<br />
17.0<br />
5.2<br />
11.0<br />
4.9<br />
9.8<br />
4.9<br />
11.3<br />
Balance sheet data<br />
Total assets<br />
Accounts receivable<br />
Inventories<br />
Fixed assets<br />
Liabilities (incl. provisions)<br />
Equity capital (incl. third parties)<br />
Personnel (average)<br />
Mio. EUR<br />
Mio. EUR<br />
Mio. EUR<br />
Mio. EUR<br />
Mio. EUR<br />
Mio. EUR<br />
178.1<br />
21.4<br />
28.4<br />
109.7<br />
74.1<br />
104.1<br />
919<br />
173.6<br />
23.3<br />
27.9<br />
100.0<br />
75.8<br />
97.7<br />
879<br />
167.3<br />
25.7<br />
25.3<br />
95.5<br />
90.1<br />
77.1<br />
841<br />
154.7<br />
22.7<br />
20.1<br />
91.5<br />
87.0<br />
67.6<br />
859<br />
160.8<br />
24.0<br />
21.7<br />
93.8<br />
97.7<br />
63.0<br />
806<br />
154.0<br />
25.1<br />
22.8<br />
88.9<br />
94.3<br />
59.7<br />
720<br />
136.0<br />
24.4<br />
18.9<br />
79.5<br />
81.7<br />
54.3<br />
659<br />
Performance <strong>2012</strong><br />
turnover of all stock exchanges<br />
closing price<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
Shareholder Structure in %<br />
turnover in EUR<br />
closing price in Euro<br />
900<br />
20.0<br />
800<br />
19.8<br />
700<br />
600<br />
19.6<br />
19.4<br />
26 %<br />
Polyshare GmbH<br />
500<br />
19.2<br />
400<br />
19.0<br />
Familie <strong>Utz</strong> 55 %<br />
300<br />
18.8<br />
19 %<br />
Freefloat<br />
200<br />
18.6<br />
100<br />
18.4<br />
01/12<br />
02/12<br />
03/12<br />
04/12<br />
05/12<br />
06/12<br />
07/12<br />
08/12<br />
09/12<br />
10/12<br />
11/12<br />
12/12<br />
2
The Shares<br />
German securities identification number<br />
ISIN number<br />
Market segment<br />
Share capital<br />
Number of shares outstanding<br />
Issuing price October 1997<br />
755150<br />
DE 000 755150 9<br />
Regulierter Markt , General Standard<br />
15,132,957 Euro<br />
5,044,319 no-par-value-shares<br />
23.01 Euro<br />
Own Shares (per 31.12.)<br />
High (continous trading)<br />
Low (continous trading)<br />
Varation range<br />
Opening price on the first trading day<br />
Closing price on the last trading day<br />
Performance<br />
Average price<br />
Market capitalisation based<br />
on end-of-year-closing price<br />
<strong>2012</strong><br />
5,577<br />
20.16 Euro<br />
18.66 Euro<br />
7.71 %<br />
19.35 Euro<br />
19.38 Euro<br />
0.16 %<br />
19.45 Euro<br />
97,758,902 Euro<br />
2011<br />
5,577<br />
26.51 Euro<br />
19.40 Euro<br />
31.83 %<br />
21.47 Euro<br />
19.40 Euro<br />
-9.64 %<br />
22.34 Euro<br />
97,859,789 Euro<br />
Price Earnings Ratio<br />
Year end closing<br />
<strong>2012</strong><br />
IFRS<br />
2011<br />
IFRS<br />
2010<br />
IFRS<br />
2009<br />
IFRS<br />
2008<br />
IFRS<br />
2007<br />
IFRS<br />
2006<br />
IFRS<br />
Year end closing (EUR)<br />
19.38<br />
19.40<br />
20.34<br />
17.60<br />
14.70<br />
26.00<br />
23.40<br />
<strong>Annual</strong> net profit per share (EUR)<br />
1.88<br />
1.78<br />
2.27<br />
1.68<br />
1.84<br />
2.01<br />
1.96<br />
Price earnings ratio<br />
10.3<br />
10.9<br />
9.0<br />
10.5<br />
8.0<br />
12.9<br />
11.9<br />
Proposal to the<br />
<strong>Annual</strong> General Meeting<br />
<strong>2012</strong><br />
2011<br />
2010<br />
2009<br />
2008<br />
2007<br />
2006<br />
Shares<br />
5,044,319<br />
5,044,319<br />
4,268,271<br />
4,268,271<br />
4,268,271<br />
4,268,271<br />
4,268,271<br />
Dividend earned (EUR)<br />
0.80<br />
0.75<br />
1,00 *<br />
0.62<br />
0.62<br />
0.90<br />
0.90<br />
Amount to be distributed (EUR)<br />
4,035,455<br />
3,783,239<br />
4,268,271<br />
2,646,328<br />
2,646,328<br />
3,841,444<br />
3,841,444<br />
Dividend yield based on closing price<br />
4.13%<br />
3.87%<br />
4.92%<br />
3.52%<br />
4.22%<br />
3.46%<br />
3.85%<br />
Dates<br />
Press conference on annual results<br />
<strong>Annual</strong> general meeting<br />
Six-months’ report<br />
16.04.2013<br />
14.05.2013<br />
28.08.2013<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
Investor Relations<br />
Phone +49 (0)731 4097-390<br />
Fax +49 (0)731 4097-169<br />
IR@uzin-utz.com<br />
www.uzin-utz.de<br />
* 0,80 + 0,20 EUR special dividend<br />
3
Brief introduction to the Group<br />
Continuous change in sustainable development – this is how we can best describe what began in 1911 and what<br />
today makes up <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>: In over 100 years a small regional manufacturer of adhesives has developed into<br />
the world‘s only complete supplier of flooring expertise. With the seven brands of UZIN, Wolff, Pallmann, Arturo,<br />
codex, RZ and UFLOOR Systems, <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> offers an extensive range of products, systems and services, encompassing<br />
anything and everything to do with the installation, renovation and maintenance of all types of floor<br />
coverings, wood flooring, ceramic tiles and natural stone floors – all from our own development and production.<br />
The company has its own companies in major markets around the globe and is represented in 39 other countries<br />
besides Germany. The Group‘s clear focus on its core competence of flooring is unique in the world. In this way,<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is successfully positioned on an international level to meet the demands of a globalised economy.<br />
The Ulm-based company – which is both a listed company and a third generation family run business – has kept<br />
its feet firmly on the ground. Growth and sustainability always go hand in hand.<br />
A pioneer and industry leader, for more than 30 years the company has been championing the development of<br />
low-emission and healthy living products as well as environmentally friendly production. Thus 13 of <strong>Uzin</strong>‘s Ökoline<br />
products, 13 of <strong>Uzin</strong>’s switchTec-Adhesiv-Technology and three of Pallmann‘s products have earned “The<br />
Blue Angel” environmental seall.<br />
The issue of responsibility does not end with our products, but includes the social and ecological aspect. Because<br />
at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> we know: the best philosophy is of no use unless it is experienced by employees. Therefore<br />
we essentially place the greatest emphasis on a completely different type of quality assurance. It builds on the<br />
six corporate values of reliability, perspectives, balance, respect, internationality and dynamics. And is summarized<br />
in the human resources strategy, “Everything that is important to you.“<br />
We live and breathe floors! Because each of our Group‘s activities expands our expertise in terms of flooring.<br />
4
Contents<br />
Foreword of the CEO<br />
Portrait of<br />
the Management Board<br />
Trademark-Portfolio<br />
Group<br />
Share & Investor Relations<br />
Global markets<br />
Research & development/<br />
Corporate vision<br />
Major challenges,<br />
magnificent reactions<br />
No winning without a purpose<br />
Gain ground with us!<br />
Value-oriented with responsibility<br />
Crisis-proof and stable<br />
Growth with patience and know-how<br />
Power of innovation with value added<br />
6<br />
8<br />
10<br />
12<br />
14<br />
16<br />
18<br />
Summarised management report<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and<br />
of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
for the fiscal year <strong>2012</strong><br />
management report including Corporate Governance report<br />
and remuneration <strong>Report</strong><br />
20<br />
Contents<br />
5
6 Foreword of the CEO
Major challenges, magnificent reactions<br />
Sustainability<br />
Our topic – our profile!<br />
The foundations, on which our company<br />
is based, have proven to be absolutely<br />
feasible. We do not just look at our innovative<br />
product contributions to the<br />
healthy housing climate with pride, but<br />
also at the top services of our 919 group<br />
employees and the exceptionally good<br />
working atmosphere. In order for it to<br />
stay this way we consistently promote<br />
your development by high-quality offers<br />
for health and further training as well as<br />
our personnel strategy “everything that<br />
is important for you”. As we know: Motivated<br />
and efficient employees are not<br />
just our most important asset, they are<br />
the pre-requisite for the sustainable success<br />
of the company.<br />
Dear Shareholders, business partners, and employees<br />
»»<br />
It is with pride and satisfaction we look back at the first<br />
year after our 100-year anniversary. When looking back<br />
at the demanding fiscal year <strong>2012</strong> there are a lot of positive<br />
things to report, although not just European companies<br />
had to face major challenges. Despite the continuing<br />
volatile economic and financial markets <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
was able to expand its head start in the industry and consistently<br />
generate good figures. Thus, the revenue in the<br />
Group was 4.1% higher than in the year of the 100th anniversary<br />
in 2011. In addition, it was possible to improve<br />
the operating results of the ordinary business activities of<br />
Euro 12 million to Euro 13.5 million – an increase of 12.6%.<br />
»»<br />
A further reason to be satisfied was offered by the increase<br />
in the innovation share in the <strong>AG</strong> from 58.8% to<br />
62.5%, which outperforms the record level of the previous<br />
year and is thus far higher than the customary average<br />
for the industry.<br />
»»<br />
In addition to the continuous further development of<br />
the quality of our products with the parallel aim of to constantly<br />
improve the emission behaviour, we have in particular<br />
started the new century for our company by further<br />
pressing ahead with our efforts at expansion.<br />
»»<br />
What does this mean concretely? We see the futureoriented<br />
potential for growth in revenue in the international<br />
expansion of our corporate activities. We want to take<br />
advantage of this potential in the long-term by a well-considered<br />
global strategy: with excellent products, groundbreaking<br />
technologies and innovative services.<br />
»»<br />
However, that at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> not just exclusively economic<br />
aims, but also ecological and social responsibility<br />
run like a thread through all company sectors, are impressively<br />
made clear by the examples on the grey boards. The<br />
term sustainability has been an important issue for many<br />
decades already – is however more of significance today<br />
than ever before. As you know this topic has been practised<br />
at <strong>Uzin</strong> <strong>Utz</strong> since the 80s already. Sustainability for<br />
us is at the same time a duty, mission statement and an<br />
attitude. As only this way economic activities, which are<br />
fit for the future, can work.<br />
»»<br />
All of this makes it clear: <strong>2012</strong> was a successful year.<br />
With a further example from another sector I would finally<br />
like to share something which is especially pleasing<br />
with you: We are downright overwhelmed by the many<br />
positive responses to our anniversary project “The future<br />
at your feet“. After being distinguished with the red dot<br />
award <strong>2012</strong> and numerous other honours we were recently<br />
also able to accept the German Design Award 2013 from<br />
the Council for Forming in the Category Architecture and<br />
Interior Design. The top-class specialist jury who determined<br />
the award of this international premium prize honoured<br />
the 3D-Corporate-Design of our exhibition as “a<br />
fascinating laboratory room for touching and interactions“.<br />
»»<br />
However, behind all of these successes are our employees!<br />
You deserve our thanks in the first place. With your<br />
abilities and engagement you make the difference to other<br />
companies in the industry.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> accordingly once again goes target-oriented<br />
into the fiscal year 2013 with visions and courage.<br />
We cordially invite you, dear shareholders, business partners,<br />
and employees to continue to design the ground for<br />
innovation and sustainability together with us – as a path<br />
into a stable and powerful future!<br />
»»<br />
I would like to thank you, also on behalf of the whole<br />
Management Board, for your trust in our company and<br />
your loyalty in accompanying us on our way.<br />
Warm greetings, your<br />
Dr. H. Werner <strong>Utz</strong><br />
Foreword of the CEO<br />
7
No winning, without a purpose<br />
“Environment and society play a supporting<br />
role for us with our entrepreneurial<br />
decisions.“<br />
“Thus there is no strategy for winning<br />
for our company without continuous<br />
and lived sustainability!“<br />
Sustainability<br />
Our topic – our conviction!<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> sees itself confirmed in its<br />
pioneering role and has set itself the aim<br />
to continue to set new standards for sustainability.<br />
This begins with the consistent<br />
pressing ahead with the development<br />
and production of environmentally<br />
and health-friendly products and certainly<br />
does not stop with the social obligation<br />
towards our fellow human beings.<br />
Since 2009 13 products of the ökoline<br />
of UZIN and three Pallmann products<br />
have been awarded the environmental<br />
seal “Blue Angel “ [Der Blaue Engel]. In<br />
the past year <strong>Uzin</strong> <strong>Utz</strong> donated a total of<br />
Euro 127,000 for social and cultural institutions<br />
such as the football department<br />
of the SSV Ulm 1846 or the Friends’ association<br />
for future workers in the floor<br />
laying trade, registered association [Fördervereins<br />
für den Nachwuchs im bodenlegenden<br />
Handwerk e. V.].<br />
»»<br />
Dr. H. Werner <strong>Utz</strong><br />
Chief executive officer<br />
born: 1947<br />
member of the general management since 1978<br />
»»<br />
Departments<br />
− Strategy<br />
− Marketing<br />
− Technical product service<br />
− Development and product technology<br />
»»<br />
The top management of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is pleased and,<br />
out of conviction, willing to also bear this afore-mentioned<br />
responsibility. Innovative thinking and cost-effective<br />
actions in our company are not only limited to the<br />
“business“. Social values and ecological convictions are<br />
inseparably connected with economic aims for <strong>Uzin</strong> <strong>Utz</strong>.<br />
»»<br />
Value added may no longer merely be limited to profit<br />
figures for modern industrial companies today. As the actual<br />
value of our activity is measured by the environmentalcompatibility<br />
of our products, the well-being of our employees<br />
and the quality of life of our social environment.<br />
In this respect <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> can give an all-encompassing<br />
guarantee of quality: We show concern!<br />
»»<br />
»»<br />
Thomas Müllerschön<br />
Member of the executive board<br />
born: 1968<br />
joined the company in 1994<br />
Member of the executive board since 2002<br />
» » Departments<br />
− Sales<br />
− Operations and logistics<br />
− Controlling, finance and accounting<br />
− Group organisation<br />
− Human resources<br />
− Central purchasing<br />
»»<br />
Our statement “We are floors” refers by far not just to<br />
the skilled crafts and trade industry. We also like to prepare<br />
the ground from a social point of view and within the<br />
company for fair and healthy interactions. Only when our<br />
actions mean that everyone wins will we face the central<br />
challenge of our time with courage and virtuosity: the<br />
sustainable protection of resources in all walks of life. Accordingly<br />
floors at <strong>Uzin</strong> <strong>Utz</strong> also always mean the basis!<br />
8 Portrait of the Management Board
Portrait of the Management Board<br />
9
Gain ground with trademark – with us!<br />
UZIN<br />
For more than 60 years the established<br />
traditional brand has stood for the embodiment<br />
of professional processing<br />
know-how involving floor care. The<br />
comprehensive product and system<br />
competencies in the UZIN assortment<br />
range have been extended since 2008<br />
by the innovative switchTecR adhesion<br />
technology, which enables particularly<br />
simple and dirt-free floor renovation.<br />
Besides the company‘s centenary celebrations,<br />
in 2011 the UZIN brand also<br />
accomplished a complete withdrawal<br />
from solvents in Germany.<br />
This is unique in the industry and once<br />
again demonstrates the brand‘s sustainable<br />
focus.<br />
WOLFF<br />
The renowned machinery and tool<br />
brand for removing existing flooring,<br />
floor covering installation and subfloor<br />
preparation has been internationally<br />
established as a specialist in this sector.<br />
Wolff supplies a complete program,<br />
which offers a solution for every problem<br />
in floor-laying or renovation.<br />
Pallmann<br />
From the root to the crown – this is the<br />
motto with which Pallmann sumarises<br />
its product range for the new laying,<br />
renovation and value retention of parquet<br />
flooring. The professional in the<br />
area of surface finishing with a tradition<br />
extending back over more than<br />
100 years offers matching products<br />
for every level of the flooring construction<br />
– from the right substrate<br />
preparation to adhesives and equipment,<br />
and on to cleaning and care of<br />
parquet flooring.<br />
10 Portfolio
Arturo<br />
With the new group brand of Arturo<br />
Unique Flooring, the industrial application<br />
area of the former Qeshfloor<br />
brand has been transferred to the level<br />
of a new synthetic resin flooring concept.<br />
As a specialist for synthetic resin<br />
flooring, Arturo offers a broad selection<br />
of mortar flooring, stone coverings,<br />
coatings and floor sealants.<br />
These comply in a unique way with<br />
both the purely practical requirements<br />
and the design possibilities of synthetic<br />
resin flooring – both in the industrial,<br />
commercial and private application<br />
area.<br />
codex<br />
The different demands and requirements,<br />
especially of tiles and natural<br />
stone coverings, are combined in the<br />
high-performance codex network<br />
brand. The codex laying systems offer<br />
their users tile and joint mortars, as<br />
well as special products for substrate<br />
preparation.<br />
RZ<br />
RZ is presented as refreshingly innovative<br />
and non-polluting, the youngest<br />
brand in the group portfolio. The specialist<br />
for cleaning and care systems<br />
offers a comprehensive range of products<br />
for professional care and preservation<br />
of value for all types of floor<br />
coverings. In this way, a bridge is built<br />
for the first time between the purely<br />
professional user and the demanding<br />
end user.<br />
UFLOOR Systems<br />
The flooring expertise brand of <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> stands for consultation services<br />
providing innovative solutions<br />
for the new laying, value retention<br />
and renovation of floor coverings of<br />
all types. UFloor Systems is the only<br />
brand worldwide which can provide<br />
architects and planners with comprehensive<br />
advice on all questions of<br />
flooring. With a unique range and the<br />
brands of <strong>Uzin</strong>, Wolff, Pallmann, Arturo,<br />
codex and RZ, UFloor Systems offers<br />
tailor-made solutions for all customer<br />
requirements.<br />
Portfolio<br />
11
12 Group
Value-oriented with responsibility<br />
Sustainability<br />
Our topic – our commitment!<br />
Since the spring of 2013 the Management<br />
Board publishes “proof of sustainability”<br />
in the inhouse Intranet at regular<br />
intervals. Based on products or<br />
projects we thus very concretely illustrate<br />
the numerous results of lived sustainability<br />
at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. They are all the<br />
proof that sustainable solutions do not<br />
always have to come from the top, but<br />
from all sectors of the company. However,<br />
they also show that the principle of<br />
sustainable economic operations is more<br />
or less the DNA of our actions. With customized<br />
products we intend to develop<br />
new markets and additional groups of<br />
buyers. And this way create permanent<br />
values – for our shareholders, customers,<br />
employees, and society on the whole.<br />
»»<br />
The fiscal year traditionally begins with the presentation<br />
of the company at the specialist trade fairs BAU and<br />
Domotex. The portfolio of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and its company<br />
trademarks was with the in fact most varied and most innovative<br />
range the pacemaker for competence in floors<br />
on the German market in <strong>2012</strong>.<br />
»»<br />
As pioneers with regard to sustainable product development<br />
we see it as an incentive and our obligation to<br />
continue our tradition with ground-breaking technologies<br />
and environmentally-friendly products. They are for us<br />
the basis for our claim to be leaders in the floor industry.<br />
»»<br />
With the ÖKOLINE innovations UZIN NC 160 NEW<br />
(2013) and UZIN MK 250 (<strong>2012</strong>), the solvent-free Magic<br />
Oil parquet care series of Pallmann and further products<br />
with the environmental seals “The Blaue Engel“ and “Emicode“<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> proved once more that it is a responsible<br />
and committed company in a pioneering role.<br />
»»<br />
We in particular continue to consolidate the latter within<br />
the framework of our partnership with the Sentinel-Haus<br />
Institut in Freiburg (SHI), the leading and demanding research<br />
and consultancy institution relating to the topic of<br />
healthy living [Wohngesundheit] and interior hygiene. A<br />
release according to its strict test criteria certifies tradesmen<br />
and building owners the greatest possible freedom of<br />
emissions and interior air quality. By the end of <strong>2012</strong> 73<br />
products of <strong>Uzin</strong> <strong>Utz</strong> were included in the Sentinel-Haus<br />
concept, others are in preparation.<br />
»»<br />
Ufloor Systems, the consultant trademark of <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> also maintains a close cooperation with the SHI. It was<br />
able to present itself in a superior position in the autumn of<br />
<strong>2012</strong> at the special exhibition “healthy living construction“<br />
of the Nordbau specialist trade fair: With comprehensive<br />
specialist competence and a large wealth of experience<br />
our team of consultants scored points on the whole line.<br />
»» In order to achieve our demanding targets for growth<br />
we initiated comprehensive measures for efficiency. One<br />
example is the optimisation of our production structures:<br />
The machine and tool trademark Wolff from Vaihingen/<br />
Enz has also announced new developments in this respect:<br />
An amalgamation with Hermann Frank GmbH from Oberderdingen<br />
was decided in the past year and the companies<br />
looked for a new joint production location. We intend<br />
to begin the construction work in Ilsfeld in Baden-Württemberg<br />
in the early summer of 2013 and thus create the<br />
pre-requisites for further growth. An investment volume<br />
of Euro 7 million is planned for this.<br />
»»<br />
Clean balance in the focus of the trademark UZIN: Five<br />
products can now submit a complete ecological balance<br />
– in addition to technical product information and emission<br />
behaviour this also comprises for example the potential<br />
greenhouse potential over the whole life cycle of<br />
the product. UZIN thus succeeded in being admitted into<br />
the DGNB-Navigator of the German Sustainable Building<br />
Council, which should give architects and tradesmen more<br />
product and planning security.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> also opens a new chapter as far as service is<br />
concerned: Pur “Pumptruck“ is a special truck, which for<br />
example delivers the ordered quantity of levelling compound<br />
directly to the customer on the building site, pumps<br />
it down in a qualified manner right there on the site and<br />
thus saves the customer time-consuming and expensive<br />
logistics.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> proves that it also always sees its customers<br />
as partners and makes their requirements and wishes<br />
into its own mission, not just by innovative problem<br />
and product solutions, but also by the founding of the<br />
Friends’ association for future workers in the floor laying<br />
trade, registered association.<br />
»»<br />
This way the company management – so to speak the<br />
Spiritus Rector of the project –promotes the loyalty of<br />
the customers as well as an essential networking in the<br />
floor industry.<br />
»»<br />
We are entering new terrain with the 21 per cent participation<br />
in “Arendicom GmbH” from Tutzing/Lake Starnberg.<br />
The company offers a unique and powerful sales concept<br />
in the field of online trade or e-Commerce. From the<br />
spring of 2013 we are intending to digitally form a network<br />
with new target groups with a “customer qualification<br />
platform“and thus open up new sales channels. We<br />
will hereby design a digital sales culture in our industry.<br />
Group<br />
13
Crisis-proof and stable<br />
Sustainability<br />
Our topic – our corporate strategy!<br />
Everyone speaks about sustainability today.<br />
However, for us sustainability is a<br />
part of the corporate strategy in combination<br />
with the social entrepreneurial<br />
responsibility. Therefore, we believe that<br />
competent and conscientious economic<br />
operations, which are fit for the future,<br />
must pursue an integral approach and<br />
ensure the retention of ecological and<br />
social resources.<br />
»»<br />
In view of the so-called “Euro crisis“ and the thus associated,<br />
widespread fears of recession, <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was<br />
also particularly attentive when observing the developments<br />
in the industry and on the stock markets which<br />
relate to us in <strong>2012</strong>. The skilled trades which require authorization<br />
generated revenues in <strong>2012</strong> that were 3.4%<br />
lower than in 2011.<br />
»»<br />
We were all the more pleased in the middle of the year<br />
with the moderate real price of the <strong>Uzin</strong> <strong>Utz</strong> share and reports<br />
such as those of the Federal Statistical Office: According<br />
to these reports the incoming orders in the public<br />
building sector increased by um 5.7% in the first half-year.<br />
The figures in the private residential building sector showed<br />
a similar positive development, from which an increase<br />
in orders was announced of approximately 5%. After<br />
by all means positive incoming orders in October commercial<br />
construction with a plus of 26% did in fact lose<br />
in momentum towards the end of the year, nevertheless<br />
the plus in orders from January to December <strong>2012</strong> was<br />
around 5.2%. The first half-year of 2013 is also well covered<br />
with orders in hand of Euro 11 billion.<br />
»»<br />
According to a survey of the German Chambers of<br />
Commerce 80% of the questioned companies are planning<br />
constant or higher investments from which the building<br />
industry should benefit.<br />
»»<br />
Consequently the German building industry confirmed<br />
its highest capacity utilization and customers confirmed<br />
their high level of satisfaction towards our company<br />
in a survey.<br />
»»<br />
If one summarises all of these benchmark data into<br />
one indicator our signs for the expected revenues in <strong>2012</strong><br />
were substantially better than assumed against the background<br />
of the European economic situation.<br />
»»<br />
The <strong>Uzin</strong> <strong>Utz</strong> share thus proved to be strong in the past<br />
fiscal year despite the uncertainties about the further development<br />
of the European sovereign debt crisis and the<br />
price with a record price of Euro 20.16 and a low of Euro<br />
18.66 for the year as remarkably stable. The end value<br />
for the year of Euro 19.38, which was very pleasing under<br />
these conditions, was almost identical with the price<br />
increase twelve months previously, however showed an<br />
upwards trend at the beginning of the following stock exchange<br />
year 2013 already.<br />
»»<br />
The annual dividend per share is Euro 0.80 or a total<br />
amount of Euro 4.04 million. The dividend yield is thus<br />
4.1%, which is to be seen as extremely positive against<br />
the background of the current historically low interest rates<br />
on the capital market. The number of shares remained<br />
unchanged.<br />
»»<br />
In order to promote the international perception of<br />
the <strong>Uzin</strong> <strong>Utz</strong> share on the trading floor we have assigned<br />
the responsible task of the “Designated Sponsor“ <strong>2012</strong><br />
to Equinet <strong>AG</strong> for the first time. Albeit the solid work of<br />
LBBW, which had taken over this task in the past few years,<br />
was always to our absolute satisfaction, we are hoping<br />
to have new impulses from the international orientation<br />
of Equinet <strong>AG</strong>.<br />
»»<br />
We see the nomination of the German Association for<br />
the Protection of Capital Investors, registered association<br />
(SdK) as “company of the year <strong>2012</strong>“ as a particular<br />
proof of trust. Companies which provided excellent operative<br />
services in the past years and allowed their investors<br />
a fair participation in the success as well as have excellent<br />
Investor Relations are to be distinguished for <strong>2012</strong>.<br />
14 Share & Investor Relations
Share & Investor Relations<br />
15
16 Global markets
Growth with patience and know-how<br />
Sustainability<br />
Our topic – our investment!<br />
Strict ecological building aspects took<br />
first place with the extension of our location<br />
in Ulm in 2010/11 already. The<br />
new research & development building is<br />
undergoing the pilot phase of the DGNB<br />
(German Society for Sustainable Building,<br />
registered association) certificate<br />
for the new building type of the research<br />
and laboratory building. The DGNB has<br />
announced that the results will be published<br />
at the beginning of June 2013. The<br />
Unipro new building in the Netherlands<br />
is also completely in line with the <strong>Uzin</strong><br />
<strong>Utz</strong> corporate philosophy in this respect:<br />
The focus is placed on modern, healthy<br />
working places and a high demand for<br />
sustainability with the CO2-neutral new<br />
building. With the use of natural and recycled<br />
materials as well as regenerative<br />
energies, the storage of process and residual<br />
heat as well as an environmentallyfriendly<br />
lighting and water saving concept<br />
the ambitious building project sets<br />
new benchmarks and is around 30% higher<br />
than the locally required energy efficiency.<br />
»»<br />
On the threshold into a new fiscal year the look back<br />
is also always associated with a look into the future. The<br />
export ratio of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is increasing continuously and<br />
our expansion on the international markets offers essential<br />
possibilities for increasing revenues and profits for the<br />
group in the long-term.<br />
»»<br />
This can be clearly seen for example in the most recent<br />
example of the USA. Here we intend to decisively take advantage<br />
of the excellent perspectives offered to us. However,<br />
we also intend to specifically expand our strong position<br />
in established markets such as that of Switzerland,<br />
where we were able to record substantially growth in revenues<br />
parallel to our efforts at expansion.<br />
»»<br />
That we press ahead with our global growth strategies<br />
not just with a pioneering spirit, but also with patience<br />
and a feeling for the right time, is owed to our responsibility<br />
towards the company, its employees and shareholders.<br />
We intend to increase the value of our company in<br />
the long-term.<br />
»»<br />
On the path to the intended market leadership in Switzerland<br />
<strong>Uzin</strong> Tyro <strong>AG</strong>, a company of the <strong>Uzin</strong> <strong>Utz</strong> Group,<br />
succeeded in taking a significant step in February <strong>2012</strong>:<br />
With the take-over of the “floors“ division of Collano Adhesives<br />
<strong>AG</strong> in Sempach-Station (CH) <strong>Uzin</strong> Tyro <strong>AG</strong> has<br />
supplemented its product portfolio to an optimum extent<br />
and will thus increasingly prove its universal competence<br />
in floors.<br />
»»<br />
The fourth generation of our family enterprise, in the<br />
person of Philipp <strong>Utz</strong>, was able to gain a first impression in<br />
our US distribution company in Aurora, Colorado, in 2011<br />
already and sound out the possibilities of an own production<br />
location. The search for local structures to suit the<br />
purpose was delimited in the past year together with employees<br />
of the development.<br />
»»<br />
The internal planning assumes a production start at<br />
the end of 2014/beginning of 2015. Parallel to this the sales<br />
and distribution organisation will be reinforced in the<br />
USA in order to be able to achieve the target revenue of<br />
more than 10 million US Dollars in 2013.<br />
»»<br />
We have also equipped ourselves for further growth<br />
in the Netherlands: With Unipro BV in Haaksbergen – a<br />
company of the <strong>Uzin</strong> <strong>Utz</strong> Group and known for its successful<br />
Arturo-synthetic resin floors – the foundation for<br />
the new administration and production building was laid<br />
in <strong>2012</strong> (see grey table). The completion of the new building<br />
is planned for the beginning of 2014.<br />
»»<br />
Moreover, after the balance sheet key date <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> was able to increase its shares in various international<br />
subsidiaries or partner companies: With the Unihem<br />
Group with locations in Slovenia, Serbia and Croatia from<br />
50% to 100%, in Norway (Løkken AS) from around 80%<br />
to 100% and in China (<strong>Uzin</strong> <strong>Utz</strong> Construction Materials<br />
Co. Ltd.) from 90% to 100%.<br />
Global markets<br />
17
18 Research & development/Corporate vision
Power of innovation with value added<br />
Sustainability<br />
Our topic – our achievements!<br />
In order to act as multiplier with the topic<br />
of “sustainability“ and to further<br />
transport our concern in various ways<br />
we will be publishing the “Manual of<br />
sustainability“ in April 2013 – a trendsetting<br />
compendium, which should especially<br />
animate tradesmen in our industry<br />
on their part to adopt a sustainable<br />
way of thinking. With similar endeavours<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> supports a project of<br />
the foundation professorship “sustainable<br />
know-how, sustainable education, sustainable<br />
economic activities“ of the University<br />
of Ulm, the aim of which is to<br />
promote Corporate Social Responsibility<br />
(CSR) and to integrate the environmental<br />
management standard ISO 26000 as<br />
voluntary guidelines into existing management<br />
systems.<br />
»»<br />
Power of innovation with value added has a long tradition<br />
with our company.<br />
»»<br />
Our customers expect safe products which are to be<br />
processed in the best possible way, which at the same time<br />
become more and more compatible for the environment.<br />
Both during, as well as after the use low-dust and lowemission<br />
formulations satisfy the strictest requirements<br />
from the room and user health. Our researchers and developers<br />
have consistently kept pace with the times with environmentally-compatible<br />
products for more than 25 years.<br />
»»<br />
In order to continue to take these demands into account<br />
we emphatically press ahead with the work in our<br />
research and development sectors.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was able to secure its position as leader in<br />
the highly competitive environment in the past year, not<br />
least owing to the committed and efficient work of the<br />
employees of the R&D sectors and in addition also lay a<br />
solid foundation for the next few years. On the whole the<br />
R&D employees of all <strong>Uzin</strong> <strong>Utz</strong> companies made approximately<br />
20 new products available with partly excellent<br />
properties for the market launch in the near future. They<br />
prove our high power of innovation.<br />
»»<br />
With a record value of 62.5% the innovation ratio of<br />
<strong>AG</strong> in <strong>2012</strong> (group-wide 55.4%) exceeds both the general<br />
industry average as well as the company-internal top<br />
value of the previous year of 58.4% (group-wide 50.6%).<br />
»»<br />
The following new and further developments can be named<br />
as examples in this respect: the levelling compounds<br />
UZIN NC 160 NEW as well as their “sparring partners“UZIN<br />
NC 150 NEW. Both were launched on the German, French<br />
and Polish markets at the same time in March 2013.<br />
»»<br />
Innovations with high “resistance to the competition“<br />
extended with the tiles and natural stone specialists codex<br />
its successful ecoTec product line: For example the<br />
further developed, self-flowing smooth levelling compound<br />
codex FM 10 NEW or the first low-dust cement<br />
compound codex FM 100.<br />
»»<br />
Whether levelling compounds or adhesive technologies<br />
– such as the patented world innovation UZIN switch-<br />
Tec Remur –, whether liquid or mineral adhesives, fixing<br />
or primer, with the certificates Emicode EC 1 or EC 1 Plus<br />
and/or the “Blaue Engel”, our innovations can show the<br />
best environmental classifications. However, even more:<br />
They also clearly distinguish themselves from customary<br />
rival products by optimised mixing, dust and drying properties,<br />
faster waiting time and full hardening – and secure<br />
the leading places on the market for <strong>Uzin</strong> <strong>Utz</strong> with<br />
their broad range of benefits.<br />
»»<br />
However, not just the innovations themselves, also the<br />
pressing ahead with the innovation management was an<br />
expressly formulated aim in <strong>2012</strong>: In order to manifest<br />
and usefully structure the systematic path from the first<br />
idea to the market launch the standardised R&D innovation<br />
process was further developed in many partial areas<br />
and thus promises a bundled reinforcement of the <strong>Uzin</strong><br />
<strong>Utz</strong> power of innovation.<br />
»»<br />
Accordingly it is also part of the task of the Research<br />
& Development department to establish process innovations.<br />
An interdisciplinary competence team from the<br />
sectors R&D, Operation & Logistics and Technical Customer<br />
Service accordingly dedicated itself to the optimisation<br />
and rationalisation of the adhesive production in<br />
<strong>2012</strong>. According to first feasibility and potential analyses<br />
the new, promising modular production process will be<br />
pressed ahead with in 2013.<br />
»»<br />
In order to ensure our financial power for further future<br />
investments corporate visions of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are primarily<br />
marked by courageous, however realistic aims. In<br />
the long-term an ambitious growth in revenue and yield<br />
should be achieved by continuous and value-oriented endeavours<br />
at expansion – in particular in the focus countries<br />
such as Benelux, Switzerland and France.<br />
»»<br />
In addition, <strong>Uzin</strong> <strong>Utz</strong> will also draw attention to itself<br />
in future with such visionary special projects, which cause<br />
a stir, such as the continuation of “Die Zukunft unter uns”<br />
[The future under us] or the actual Social Media-Project<br />
“Neuland” [new land] (see page 16).<br />
»»<br />
Not least our success is built upon a sustainable foundation:<br />
Our strong and special corporate culture. As how<br />
sustainable we act can above all always be seen in how<br />
motivated our employees are, who will also have a very<br />
decisive influence on the success of our company in the<br />
future. Their excellent willingness to perform and their<br />
abilities are our capital for the future.<br />
Research & development/Corporate vision<br />
19
Summarised Management <strong>Report</strong><br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
for the fiscal year from 1 January <strong>2012</strong> until 31 December <strong>2012</strong><br />
Profit and Loss Account<br />
Balance Sheet<br />
Statement of changes in equity<br />
Consolidated cash flow statement<br />
Segment <strong>Report</strong>ing<br />
Equity Holdings<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
Development of Business<br />
and basic conditions<br />
Position of the Group<br />
and the <strong>AG</strong><br />
Opportunities<br />
and Risk <strong>Report</strong><br />
Forecast <strong>Report</strong><br />
Other Disclosures<br />
including Addendum <strong>Report</strong><br />
Development of business, business activity, and their basic conditions<br />
Internal control system<br />
Events, decisions and factors with essential<br />
influence on the further development of the company<br />
Special effects of the closed fiscal year<br />
Net assets<br />
Financial position<br />
Results of operations<br />
Essential risks<br />
Description of the risk management<br />
Internal control and risk management system<br />
with regard to the accounting process<br />
Future basic conditions<br />
Future development of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
<strong>Report</strong>ing according to § 289 Par. 4 HGB [German Commercial Code]<br />
or § 315 Par. 4 HGB<br />
Remuneration report according to § 289 Par. 2 No. 5 HGB<br />
or § 315 Par. 2 No. 4 HGB<br />
Declaration relating to the company management according to § 289a HGB<br />
Corporate Governance report<br />
Essential events after the close of the fiscal year<br />
Research and development activity<br />
Existing branches, plants, representations<br />
Special features group management report<br />
27<br />
32<br />
32<br />
32<br />
33<br />
34<br />
36<br />
39<br />
40<br />
40<br />
42<br />
44<br />
46<br />
48<br />
49<br />
49<br />
54<br />
55<br />
66<br />
66<br />
20
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm (Donau)<br />
Profit and Loss Account <strong>2012</strong><br />
Consolidated Profit and Loss Account <strong>2012</strong><br />
(in KEUR)<br />
Appendix<br />
<strong>2012</strong><br />
2011<br />
Sales revenues<br />
1<br />
207.255<br />
199.166<br />
Changes in inventory of finished goods<br />
and work in process<br />
662<br />
1.015<br />
Total output<br />
207.917<br />
200.181<br />
Other operating income<br />
2<br />
4.362<br />
6.222<br />
Income from investment properties<br />
2<br />
221<br />
216<br />
Costs of material<br />
3<br />
90.703<br />
89.961<br />
Personnel expenses<br />
4<br />
55.888<br />
51.305<br />
Depriciation/amortisation<br />
on tangible and intangible assets<br />
6.754<br />
6.995<br />
Other operating expenses<br />
5<br />
44.041<br />
44.410<br />
Operating income<br />
15.113<br />
13.950<br />
revenues from investments in associates (equity method)<br />
6<br />
21<br />
61<br />
Financial result<br />
7<br />
-1.667<br />
-2.166<br />
Result from ordinary activities<br />
13.467<br />
11.845<br />
Taxes on income<br />
8<br />
3.230<br />
2.379<br />
other taxes<br />
9<br />
804<br />
599<br />
Net income for the year<br />
9.434<br />
8.867<br />
Minority interests in profit<br />
10<br />
24<br />
1<br />
Consolidated net income for the year<br />
9.457<br />
8.868<br />
21
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm (Donau)<br />
Consolidated Balance Sheet<br />
Assets (in KEUR)<br />
Appendix<br />
<strong>2012</strong><br />
2011<br />
Assets<br />
Intangible assets<br />
11<br />
33,828<br />
32,484<br />
Tangible assets<br />
12<br />
69,780<br />
62,846<br />
at equity subsidary<br />
13<br />
607<br />
636<br />
Non-current financial assets<br />
13<br />
1,959<br />
787<br />
Investment Properties<br />
14<br />
3,521<br />
3,278<br />
Income tax receivables<br />
16<br />
436<br />
541<br />
Deferred tax assets<br />
15<br />
1,368<br />
1,913<br />
Other non-current assets<br />
16<br />
621<br />
26<br />
Non- current assets<br />
112,120<br />
102,511<br />
Inventories<br />
17<br />
28,394<br />
27,926<br />
Trade receivables<br />
16<br />
21,442<br />
23,319<br />
Income tax receivables<br />
16<br />
830<br />
300<br />
Other current assets<br />
16<br />
5,476<br />
4,028<br />
Cash and Cash equivalents<br />
18<br />
9,857<br />
15,499<br />
Current assets<br />
65,999<br />
71,071<br />
Balance sheet total<br />
178,120<br />
173,583<br />
Liabilities (in KEUR)<br />
Appendix<br />
<strong>2012</strong><br />
2011<br />
Subscribed capital<br />
19<br />
15,133<br />
15,133<br />
Capital reserve<br />
19<br />
26,827<br />
26,827<br />
Revenue reserve<br />
19<br />
62,031<br />
55,733<br />
Minority interests<br />
19<br />
153<br />
134<br />
Own shares<br />
19<br />
-89<br />
-89<br />
Total equity<br />
19<br />
104,056<br />
97,738<br />
Provisions for pensions and<br />
other similar obligations<br />
20<br />
1,689<br />
1,697<br />
Due to credit institutions long-term<br />
21<br />
26,919<br />
31,615<br />
Deferred tax liabilities<br />
15<br />
10,163<br />
10,249<br />
Other non-current liabilities<br />
21<br />
409<br />
416<br />
Non-current liabilities<br />
39,180<br />
43,977<br />
Reserves<br />
20<br />
5,935<br />
5,538<br />
Due to credit institutions short-term<br />
21<br />
14,245<br />
13,590<br />
Advances received<br />
21<br />
45<br />
71<br />
Trade payables<br />
22<br />
8,523<br />
7,184<br />
Income tax liabilities<br />
21<br />
655<br />
549<br />
Other short-term liabilities<br />
21<br />
5,481<br />
4,937<br />
Current liabilities<br />
34,883<br />
31,868<br />
Balance sheet total<br />
178,120<br />
173,583<br />
22
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm<br />
Statement of changes in equity<br />
Statement of<br />
changes in equity<br />
(in KEUR)<br />
Subscribed<br />
capital<br />
Capital<br />
reserve<br />
Retained earnings Reserve on<br />
own shares<br />
Other<br />
transactions<br />
Sum Minority<br />
interests<br />
Group net Translation<br />
income differences<br />
Total Equity<br />
Balance as of January 01, 2011<br />
12,805<br />
13,624<br />
53,218<br />
2,122<br />
-235<br />
-4,229<br />
77,306<br />
-164<br />
77,142<br />
Exchange rate-related differences<br />
0<br />
0<br />
-34<br />
-68<br />
0<br />
0<br />
-102<br />
-6<br />
-109<br />
Other changes<br />
0<br />
0<br />
-50<br />
0<br />
0<br />
0<br />
-50<br />
-50<br />
-101<br />
Market valuations<br />
for cash flow hedges<br />
0<br />
0<br />
0<br />
0<br />
0<br />
59<br />
59<br />
0<br />
59<br />
Net Income directly<br />
recognized in equity<br />
0<br />
0<br />
-85<br />
-68<br />
0<br />
59<br />
-94<br />
-56<br />
-151<br />
Net profit of the year<br />
0<br />
0<br />
8,978<br />
0<br />
0<br />
0<br />
8,978<br />
-1<br />
8,977<br />
Total recognized income and expenses<br />
0<br />
0<br />
8,893<br />
-68<br />
0<br />
59<br />
8,884<br />
-57<br />
8,826<br />
Increase of capital<br />
2,328<br />
13,203<br />
0<br />
0<br />
0<br />
0<br />
15,531<br />
16<br />
15,547<br />
Own shares<br />
0<br />
0<br />
0<br />
0<br />
146<br />
0<br />
146<br />
0<br />
146<br />
Dividends payed<br />
0<br />
0<br />
-4,263<br />
0<br />
0<br />
0<br />
-4,263<br />
0<br />
-4,263<br />
Changes in basis of consolidation<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
340<br />
340<br />
31 December 2011 / 01 January <strong>2012</strong><br />
15,133<br />
26,827<br />
57,849<br />
2,054<br />
-89<br />
-4,170<br />
97,604<br />
134<br />
97,738<br />
Exchange rate-related differences<br />
0<br />
0<br />
-61<br />
654<br />
0<br />
0<br />
594<br />
16<br />
609<br />
Other changes<br />
0<br />
0<br />
0<br />
0<br />
0<br />
82<br />
82<br />
0<br />
82<br />
Market valuations<br />
for cash flow hedges<br />
0<br />
0<br />
-56<br />
0<br />
0<br />
0<br />
-56<br />
-53<br />
-109<br />
Net Income directly<br />
recognized in equity<br />
0<br />
0<br />
-116<br />
654<br />
0<br />
82<br />
620<br />
-37<br />
583<br />
Net profit of the year<br />
0<br />
0<br />
9,457<br />
0<br />
0<br />
0<br />
9,457<br />
-24<br />
9,434<br />
Total recognized income and expenses<br />
0<br />
0<br />
9,341<br />
654<br />
0<br />
82<br />
10,077<br />
-61<br />
10,016<br />
Increase of capital<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
80<br />
80<br />
Own shares<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
Dividends payed<br />
0<br />
0<br />
-3,779<br />
0<br />
0<br />
0<br />
-3,779<br />
0<br />
-3,779<br />
Changes in basis of consolidation<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
0<br />
31 December <strong>2012</strong><br />
15,133<br />
26,827<br />
63,411<br />
2,708<br />
-89<br />
-4,088<br />
103,902<br />
154<br />
104,056<br />
23
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm<br />
Consolidated cash flow statement<br />
Consolidated cash flow statement<br />
(in KEUR)<br />
<strong>2012</strong><br />
2011<br />
Cash inflow and outflow<br />
in the financial year<br />
<strong>2012</strong><br />
2011<br />
Net profit for the year<br />
+/- Depreciation and amortisation<br />
of fixed assets<br />
+/- Change in provisions<br />
+/- other non-cash expense and income items<br />
9,434<br />
6,533<br />
358<br />
208<br />
8,977<br />
6,778<br />
-1,931<br />
-1,044<br />
Income taxes payed<br />
Interest payed<br />
Interest received<br />
Dividends payed<br />
2,960<br />
1,821<br />
158<br />
3,779<br />
2,222<br />
2,243<br />
188<br />
4,263<br />
-/+ Gain/loss on disposal of non-current assets<br />
+/- Change in current assets<br />
(inventories, receivables)<br />
27<br />
-353<br />
75<br />
1,855<br />
Cash and cash equivalents<br />
<strong>2012</strong><br />
2011<br />
+/- Change in liabilities<br />
Cashflow from operating activities<br />
+ Proceeds from disposal of tangible assets<br />
- Investments in tangible assets<br />
1,541<br />
17,748<br />
193<br />
-12,688<br />
-2,197<br />
12,513<br />
166<br />
-8,932<br />
Cash and cash equivalents<br />
short-term liabilities due to credit institutions<br />
Cash and cash equivalents<br />
9,857<br />
-3,917<br />
5,940<br />
15,499<br />
-3,807<br />
11,692<br />
+ Proceeds from disposal of intangible assets<br />
1<br />
1<br />
- Investments in intangible assets<br />
-493<br />
-282<br />
+ Proceeds from disposal of financial assets<br />
309<br />
225<br />
- Investments in financial assets<br />
- Change from acquisition/<br />
sale of consolidated companies<br />
+ Proceeds from access of cash and cash equivalents<br />
from acquisition of consolidated companies<br />
- Payments from access of short-term liabilities<br />
from acquisition of consolidated companies<br />
-1,483<br />
-1,657<br />
0<br />
0<br />
-397<br />
-941<br />
49<br />
-51<br />
Cashflow from investing activities<br />
-15,817<br />
-10,163<br />
- Proceeds for own shares<br />
0<br />
15,721<br />
- Payments to shareholders and minorities<br />
-3,779<br />
-4,263<br />
+ Proceeds from the issue of bonds<br />
9,439<br />
15,704<br />
- Repayment of bonds<br />
-13,590<br />
-22,601<br />
Cashflow from financing activities<br />
+/- Payment-related change in cash<br />
and cash equivalents<br />
- Exchange-rate-related and other changes in cash<br />
and cash equivalents<br />
+ Cash and cash equivalents at beginning<br />
of the period<br />
-7,929<br />
-5,999<br />
248<br />
11,692<br />
4,561<br />
6,910<br />
-13<br />
4,794<br />
Cash and cash equivalents at the end of the period<br />
5,940<br />
11,692<br />
24
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft, Ulm (Donau)<br />
Segment <strong>Report</strong>ing<br />
Segment <strong>Report</strong>ing<br />
(in KEUR)<br />
Germany Western Europe South- / Eastern<br />
Installation surface care<br />
Europe<br />
systems and enhancement<br />
all other segments transition Total Group<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
<strong>2012</strong><br />
2011<br />
External sales<br />
91,588<br />
Intercompany sales 30,042<br />
Total sales<br />
121,629<br />
Interest and similar income 227<br />
Interest and<br />
similar expenses<br />
1,094<br />
Profit<br />
4,662<br />
Assets<br />
110,216<br />
Liabilities<br />
39,716<br />
Investments<br />
5,171<br />
Depreciation<br />
2,988<br />
90,298<br />
27,054<br />
117,352<br />
185<br />
1,490<br />
4,215<br />
111,495<br />
42,268<br />
7,010<br />
3,328<br />
15,606<br />
5,422<br />
21,028<br />
2<br />
170<br />
2,656<br />
15,167<br />
6,586<br />
151<br />
463<br />
14,857<br />
5,038<br />
19,895<br />
10<br />
219<br />
797<br />
14,529<br />
7,174<br />
283<br />
466<br />
40,283<br />
10,436<br />
50,719<br />
54<br />
164<br />
5,037<br />
44,950<br />
14,425<br />
8,025<br />
1,618<br />
36,498<br />
11,054<br />
47,551<br />
123<br />
168<br />
5,277<br />
39,025<br />
11,489<br />
1,069<br />
1,465<br />
10,922<br />
772<br />
11,694<br />
43<br />
32<br />
129<br />
9,822<br />
2,232<br />
143<br />
265<br />
12,076<br />
790<br />
12,867<br />
53<br />
22<br />
713<br />
10,738<br />
3,377<br />
105<br />
327<br />
48,857<br />
1,778<br />
50,636<br />
7<br />
518<br />
3,363<br />
36,730<br />
25,892<br />
318<br />
1,420<br />
45,437<br />
1,637<br />
47,074<br />
7<br />
564<br />
2,735<br />
37,329<br />
28,618<br />
748<br />
1,408<br />
207,255<br />
48,450<br />
255,706<br />
333<br />
1,978<br />
15,848<br />
216,885<br />
88,851<br />
13,808<br />
6,754<br />
199,166<br />
45,573<br />
244,738<br />
379<br />
2,464<br />
13,736<br />
213,116<br />
92,925<br />
9,214<br />
6,995<br />
0<br />
-48,450<br />
-48,450<br />
-176<br />
-157<br />
-735<br />
-38,765<br />
-14,787<br />
0<br />
0<br />
0<br />
-45,573<br />
-45,573<br />
-191<br />
-221<br />
213<br />
-39,533<br />
-17,081<br />
0<br />
0<br />
207,255<br />
0<br />
207,255<br />
158<br />
1,821<br />
15,113<br />
178,120<br />
74,064<br />
13,808<br />
6,754<br />
199,166<br />
0<br />
199,166<br />
188<br />
2,243<br />
13,950<br />
173,583<br />
75,845<br />
9,214<br />
6,995<br />
External Sales<br />
according to business area<br />
(in KEUR)<br />
flooring wood flooring ceramic tiles and<br />
natural stone<br />
others<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
159,932 155,979 18,264 17,632 23,180 19,926 5,879 5,629 207,255 199,166<br />
Sum<br />
Geographic segmentation<br />
of external sales<br />
(in KEUR)<br />
Germany Rest Sum<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
94,283 91,284 112,973 107,882 207,255 199,166<br />
Non-current assets<br />
according to the location of assets<br />
(in KEUR)<br />
Germany Switzerland Rest Sum<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
72,832 71,123 19,723 15,608 15,631 12,558 108,186 99,289<br />
25
Equity Holdings<br />
(figures according to local GAAP)<br />
Production and sales site<br />
Sales site<br />
Company<br />
Place<br />
Share of<br />
Capital in %<br />
Equity<br />
in KEUR<br />
Net income<br />
in KEUR<br />
Net income<br />
prev. year<br />
* not consolidated<br />
** Aquisation of 100% in 2013<br />
<strong>Uzin</strong> Dr. <strong>Utz</strong> Ges. mbH<br />
Unipro-Belgie N.V.<br />
<strong>Uzin</strong> Tyro <strong>AG</strong><br />
AT, Wien<br />
BE, Gent<br />
CH, Buochs<br />
100.00<br />
99.98<br />
100.00<br />
-306<br />
1,166<br />
6,376<br />
79<br />
239<br />
902<br />
22<br />
253<br />
1,372<br />
Sifloor <strong>AG</strong><br />
CH, Sursee<br />
100.00<br />
8,320<br />
296<br />
349<br />
DS Derendinger <strong>AG</strong><br />
CH, Thörishaus<br />
100.00<br />
1,288<br />
3<br />
131<br />
<strong>Uzin</strong> <strong>Utz</strong> Construction<br />
Materials Co.Ltd. **<br />
CN, Shanghai<br />
90.00<br />
-464<br />
-358<br />
-308<br />
<strong>Uzin</strong> s.r.o.<br />
CZ, Prag<br />
100.00<br />
982<br />
267<br />
137<br />
artiso solutions gmbh<br />
DE, Blaustein<br />
50.00<br />
302<br />
43<br />
117<br />
Artiso <strong>AG</strong> *<br />
DE, Blaustein<br />
50.00<br />
35<br />
3<br />
3<br />
Genial Produkte GmbH<br />
DE, Meckenheim<br />
100.00<br />
-1,422<br />
56<br />
13<br />
Hermann Frank GmbH &<br />
Co. KG<br />
Hermann Frank Verwaltungs<br />
GmbH *<br />
BIL LEASING Verwaltungs<br />
GmbH & Co 870 KG<br />
Objekteure im Forum<br />
Verwaltungsgesellschaft<br />
mbH *<br />
<strong>Utz</strong> Beteiligungs GmbH<br />
DE,<br />
Oberderdingen<br />
DE,<br />
Oberderdingen<br />
DE, Pullach<br />
DE, Ulm<br />
DE, Ulm<br />
100.00<br />
100.00<br />
94.00<br />
100.00<br />
100.00<br />
545<br />
32<br />
-982<br />
30<br />
-89<br />
-63<br />
2<br />
931<br />
2<br />
-20<br />
-127<br />
1<br />
884<br />
1<br />
-23<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
DE, Ulm<br />
-<br />
63,160<br />
4,760<br />
4,609<br />
JP Coatings GmbH<br />
DE, Würzburg<br />
100.00<br />
6,219<br />
2,127<br />
504<br />
<strong>Uzin</strong> France SAS<br />
FR, Paris<br />
100.00<br />
2,574<br />
131<br />
246<br />
<strong>Uzin</strong> Limited<br />
GB, Rugby<br />
100.00<br />
1,869<br />
600<br />
225<br />
Unikem d.o.o **<br />
HR, Zagreb<br />
50.00<br />
182<br />
-39<br />
-41<br />
<strong>Uzin</strong> <strong>Utz</strong> Magyarország<br />
Kft.<br />
HU, Budapest<br />
90.00<br />
4<br />
-48<br />
-379<br />
Unipro B.V.<br />
NL, Haaksbergen<br />
100.00<br />
5,901<br />
1,193<br />
1,231<br />
Løkken AS **<br />
NO, Skien<br />
80.40<br />
167<br />
-112<br />
-278<br />
Ufloor Systems NZ Ltd.<br />
NZ, Whangaparaoa<br />
90.00<br />
300<br />
44<br />
13<br />
<strong>Uzin</strong> Polska Produkty<br />
Budowlane Sp.zo.o.<br />
PL, Legnica<br />
100.00<br />
3,780<br />
266<br />
523<br />
<strong>Uzin</strong> Polska Sp.zo.o.<br />
PL, Legnica<br />
100.00<br />
2,008<br />
103<br />
146<br />
P.T. <strong>Uzin</strong> <strong>Utz</strong> Indonesia<br />
RI, Jakarta<br />
49.00<br />
1,239<br />
43<br />
124<br />
Unihem Trading d.o.o. **<br />
RS, Belgrad<br />
50.00<br />
-238<br />
-100<br />
10<br />
Unihem d.o.o. **<br />
SLO, Ljubljana<br />
50.00<br />
2,635<br />
-391<br />
-23<br />
<strong>Utz</strong> Inc.<br />
USA, Aurora<br />
100.00<br />
312<br />
0<br />
0<br />
Ufloor Systems Inc.<br />
USA, Aurora<br />
90.00<br />
-492<br />
237<br />
666<br />
Arendicom GmbH *<br />
DE, Tutzing<br />
21.01<br />
114<br />
14<br />
-93<br />
<strong>Uzin</strong> <strong>Utz</strong> Manufacturing<br />
North America Inc. *<br />
USA, Delaware<br />
100.00<br />
91<br />
Compotan Polymer B.V. *<br />
NL, Ede<br />
100.00<br />
294<br />
-3<br />
26
Summarised Management <strong>Report</strong> of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
for the fiscal year from 1 January <strong>2012</strong> until 31 December <strong>2012</strong><br />
Development of businessand basic conditions<br />
* (numbers related to previous year<br />
in brackets)<br />
Development of business, business activity and<br />
their basic conditions<br />
Development of the industry and macro-economy<br />
The global economy continued to be impaired by the bad<br />
economic situation in the crisis-hit countries in Southern<br />
European in <strong>2012</strong>. The growth of the global gross domestic<br />
product (GDP) consequently fell by 0.7 percentage points<br />
compared with the previous year to 3.3%. At the same<br />
time political turbulences in the USA in combination with<br />
the economic slowdown in emerging markets in Asia and<br />
Latin America led to growing uncertainty on the markets<br />
and among investors. With the prices for raw materials<br />
there was pressure to increase prices in the first quarter<br />
still, which however was not implemented. The prices were<br />
stable to falling to a large extent for the rest of the year<br />
and only showed a slight upwards trend in the last quarter.<br />
Due to the high level of uncertainty on the markets it<br />
was however difficult for the companies to find the right<br />
time to make the decision to purchase goods. Despite all<br />
negative factors the German economy was able to show<br />
a positive development in <strong>2012</strong>. This was among others<br />
supported by the strong export into third countries. For<br />
the coming year, despite the difficult economic development,<br />
the federal government is also expecting a slight<br />
growth, which will depend on the progress of the Euro crisis.<br />
»»<br />
According to information of the federal government<br />
the German economy grew by around 0.7% in <strong>2012</strong>. A<br />
moderate increase in growth of around 0.4% is expected<br />
for this year. This is owed to the difficult situation of the<br />
partner countries in Europe and the mixed global economy.<br />
The development of the crisis of trust prevailing in<br />
the Eurozone is decisive for a positive economic development.<br />
Should this be overcome an increase in the economic<br />
growth by 1.6% is expected for 2014. The estimate for<br />
the German labour market is positive, which despite the<br />
fall in the numbers of persons in gainful employment as of<br />
the end of the year and the crisis in the Eurozone should<br />
remain stable. So many people were in work in Germany<br />
as never before in <strong>2012</strong>. On average there were 41.5 million<br />
employees according to the native’s concept. The average<br />
is to increase to 41.6 million employees in the current<br />
year. At the same time the available income of the<br />
households increased. The real income grew by 2.8% in<br />
<strong>2012</strong>. An increase of 2.6% is expected for 2013. The inflation<br />
rate in <strong>2012</strong> was 2.0% and thus 0.3 percentage points<br />
lower than in the previous year. For 2013 the Ifo-Institute<br />
forecasts an inflation rate of 1.6%, despite the monetary<br />
political support of the crisis-hit countries by the European<br />
Central Bank. For Germany the potential for growth<br />
currently lies above all in the exports to countries outside<br />
of the Eurozone. The weak domestic demand is compensated<br />
for by the stronger German exports. A record year<br />
for exports is expected for <strong>2012</strong>. The Federal Association<br />
of the Wholesale Trade, Foreign Trade, and Services<br />
(BGA) is expecting exports with a value of Euro 1,103 billion,<br />
which corresponds with an increase of 4% compared<br />
with the previous year. This is supposed to be increased<br />
by further 5% in 2013.<br />
»»<br />
As in the previous year already the economy of the processing<br />
trade was negatively influenced by the difficult situation<br />
in Europe. Nevertheless, the main building trade<br />
could increase its total revenue from January to December<br />
compared with the same period of the previous year<br />
by a nominal 0.5%. However, the demand fell so sharply<br />
in December <strong>2012</strong> as it had not done for two years and<br />
fell as an average for the year by 6.6%, which is why the<br />
revenue fell by a tenth to Euro 8.5 billion. Nevertheless,<br />
the data concerning the incoming orders allow the hope<br />
of a release of the economic tension. In <strong>2012</strong> it was possible<br />
to record a plus in incoming orders of 6.8%. The numbers<br />
of persons in employment are also positive. In <strong>2012</strong><br />
745,000 people found work in the German building industry,<br />
which corresponds with a plus of 11,000 employees<br />
compared with the previous year. The negative balance<br />
as of the end of the year is above all attributed to<br />
the bad weather conditions which postponed the production<br />
into the current year. The high level of orders on<br />
hand allows 82% of the construction companies to look<br />
positively into 2013. In nominal terms the revenue of the<br />
building industry should grow by around 2% in this year,<br />
after it was able to feature a small plus of 0.5% in <strong>2012</strong>.<br />
»»<br />
The public building sector in Germany is continuing to<br />
suffer under the savings efforts of the government. Thus,<br />
the revenue of the whole year was 5.5% below that of the<br />
previous year. Apart from October the figures of the incoming<br />
orders are also more mixed. The two-digit growth<br />
in October however procures the public building sector<br />
a plus in orders of 7.6% seen over the year. The division<br />
is expected to feature a moderate growth of 1.5% in the<br />
coming year, should the mentioned orders become effective<br />
for production.<br />
»»<br />
In <strong>2012</strong> the residential building sector profited from the<br />
crisis on the capital markets and the uncertainty among<br />
the investors. This lead to a plus in orders of 9.2% and a<br />
27
growth in revenue of 4.7%. The investments in tangible<br />
assets are also expected to boost the division in 2013<br />
and remain the driving force of the main building trade.<br />
The residential building sector is additionally promoted by<br />
the good conditions on the labour market and the rising<br />
incomes of the households. The low mortgage rates ensure<br />
growing interest in the new building of rental apartments.<br />
The growth in revenue of the division is expected<br />
to be 3.5% in 2013 and the number of completed apartments<br />
is expected to be 230,000.<br />
»»<br />
The commercial construction lost in momentum towards<br />
the end of the year. After positive incoming orders<br />
in October the revenue fell by 1.7% in the following<br />
month. Over the whole period of time from January to<br />
December the plus in orders was 5.2%. Considering the<br />
revenue in <strong>2012</strong> the building companies only disclose a<br />
slight plus of a nominal 1.4%. Nevertheless, the first halfyear<br />
of 2013 is well covered with orders on hand of Euro<br />
11 billion. In total revenue a plus of 1% is expected this<br />
year. According to a survey of the German Chambers of<br />
Commerce 80% of the questioned companies are planning<br />
constant or higher investments from which the building<br />
industry is to benefit.<br />
»»<br />
The manufacturers of floor coverings can report a new<br />
record high. Coverings in the amount of Euro 3,643 million<br />
were produced in <strong>2012</strong>. It was thus possible to beat<br />
the record year of 2007.<br />
»»<br />
The figures of the group were determined based on<br />
the IFRS and the figures of the <strong>AG</strong> [Aktiengesellschaft =<br />
joint stock company] based on the HGB [German Commercial<br />
Code] below.<br />
Estimate of the company management<br />
The fiscal year <strong>2012</strong> was once again successful for our<br />
company. The year following our 100-year anniversary<br />
thus gives the starting signal for the first successful steps<br />
into the next 100 years. In Germany and in den Netherlands<br />
we were able to consolidate our position as market<br />
leader and in several other European markets we succeeded<br />
in winning additional market shares. The generated<br />
sales revenues of the group of Euro 207.3 million correspond<br />
with a plus of 4.1%. With Euro 121.6 million <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> was able to improve its revenue by 3.6% compared<br />
with the previous year.<br />
»»<br />
The operative results, which were Euro 14.3 million<br />
and thus 7.2% above the previous year, impressively prove<br />
that the <strong>Uzin</strong> <strong>Utz</strong> Group is operating successfully on a<br />
market, which is suffering under a weak global economy.<br />
The Group will continue to focus on its strengths, consisting<br />
of diversification, high quality, proximity to the customer<br />
and the corporate culture. Due to the concentration<br />
on our strengths we have created the pre-requisites in<br />
order to also be able to look back at a successful year in<br />
<strong>2012</strong>. The operative results of the <strong>AG</strong> amounted to Euro<br />
4.9 million in the closed year (5.3).<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> will further expand its commitment for<br />
the future of the floor-laying trade in this and in the coming<br />
years. With the foundation of a Friends’ association<br />
for future workers in the floor-laying trade we have underlined<br />
our objective with a first concrete measure. In<br />
accordance with our sustainable corporate management<br />
we continuously endeavour to generate the enthusiasm<br />
of more young people for this multi-faceted field of work.<br />
»»<br />
On the product level we continue to work on solutions<br />
for environmentally-friendly, low-emission and healthy living<br />
floor systems. In future we intend to take into account<br />
the growing demand for laying materials on a natural and<br />
renewable basis. In order to support the tradesman with<br />
the selection of the products <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is working on a<br />
sustainability profile, which will provide information about<br />
how sustainable and environmentally-friendly a product is<br />
with regard to the production, processing and application.<br />
»»<br />
Research and development play an important role at <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong>. In the competition “Best Innovator <strong>2012</strong>/2013“we<br />
were awarded the third place for excellent services in innovation<br />
management. Over the course of the competition<br />
A.T. Kearney and the “Wirtschaftswoche“[German<br />
business magazine] awarded prizes to companies, which<br />
effectively and sustainably operate the management of<br />
innovation. Among more than 100 participants <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> was recognised for the high commitment of the Management<br />
Board, the role of the company as a driving force<br />
in innovation for the industry and a marked foresighted<br />
understanding for future requirements.<br />
»»<br />
Finally it remains to be noted that the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
was also able to successfully maintain its position in <strong>2012</strong>.<br />
We were able to successfully overcome the challenges<br />
through the uncertainties on the markets and further consolidate<br />
our position as a market leader. We have a positive<br />
outlook for the new year and will also assert ourselves<br />
in the competition in future with quality, proximity to th<br />
Company-internal factors for success<br />
“Focussing on the strengths“ is the orientation for 2013. We<br />
28
would like to focus on the following six factors for success<br />
−−<br />
Employees,<br />
−−<br />
Quality of our products,<br />
−−<br />
Marketing and sales,<br />
−−<br />
Proximity to the customer,<br />
−−<br />
Presence on international markets,<br />
−−<br />
Value added chain.<br />
»»<br />
These six cornerstones represent the basis of a stable<br />
and crisis-proof business model. “The core of our creations<br />
are the people“– this is the guiding principle, which has a<br />
decisive influence on our understanding for sustainability.<br />
The nature of sustainability includes a holistic opinion of<br />
entrepreneurial actions. As pillars of our long-term corporate<br />
strategy economic stability, social responsibility and<br />
ecological awareness are inseparably linked to each other.<br />
These three dimensions of sustainability are supported in<br />
our company by people, who represent the foundation of<br />
our economic activities – all groups of demands, however<br />
particularly those of the own employees, as they are<br />
the best ambassadors of the company.<br />
»»<br />
We are flexible and able to adapt. In addition, we continuously<br />
work on new and benefit-oriented products, which<br />
generate enthusiasm among our customers. We have an<br />
effective risk management, that contributes to our sustainable<br />
value added and thus to the long-term success<br />
of the business. Moreover, the <strong>Uzin</strong> <strong>Utz</strong> group can rely on<br />
the special commitment of well-established employee and<br />
leadership teams. All of these features and highly-satisfied<br />
customers contribute to the stability and repeatedly<br />
offer new opportunities.<br />
»»<br />
The number of employees in the whole group rose on<br />
average to 919 (879). Thereof 528 (491) worked in the<br />
domestic country and 391 (388) overseas. In addition, 35<br />
(35) young people were able to start an apprenticeship.<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> offered 391 (363) people a job. In addition,<br />
27 (25) apprenticeship places were filled. The efforts at<br />
training are also to be further continued in the next few<br />
years in order to be able to give young people a perspective<br />
for the future. At the same time the inhouse training<br />
always offers the opportunity to develop very good specialist<br />
personnel ourselves and to prepare them for the upcoming<br />
tasks in the own company. The agvChemie awards<br />
the certificate “training company of the chemical industry<br />
– for special training services“ annually. Companies in<br />
Germany are distinguished, which are particularly worthy<br />
for their sustainable and intensive efforts with future workers.<br />
The apprenticeship of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was once again<br />
awarded this certificate for the year <strong>2012</strong>/2013.<br />
»»<br />
Over the course of the project “Employerbrand“ with<br />
the subject “<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> – everything that is important<br />
to you“ the communication of the employer brand was<br />
pressed ahead with in <strong>2012</strong>. The aim of the employer brand<br />
is to continuously improve the image and the quality of<br />
the <strong>Uzin</strong> <strong>Utz</strong> Group as employer in order to thus further<br />
improve the competitiveness of the company. In addition,<br />
the identification with the company and its six values<br />
“reliability, perspective, balance, appreciation, internationality<br />
and dynamism“ are to be promoted. Besides Ulm<br />
the location Vaihingen/Enz with the further and continued<br />
training horizons and a health day was also integrated<br />
into the Employer Branding in the last year. In order<br />
to make the offered courses and training more attractive<br />
the programme was adjusted and expanded according to<br />
the wishes of the employees. The positive response underpins<br />
the success of the programme.<br />
»»<br />
The new career site went online under the same motto<br />
as the project “Employerbrand“ in March <strong>2012</strong>. With an<br />
increase in the numbers of applicants by just under 22%<br />
the new portal was able to impressively celebrate its start.<br />
In the interviews it was moreover seen that the website<br />
enables an intensive occupation with <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and gives<br />
the applicants a more detailed insight into the company<br />
and its values.<br />
»»<br />
Within the framework of the internal further training<br />
programme of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> a total of 49 (52) courses were<br />
offered for all employees. In total 521 (560) registrations<br />
could be recorded for these possibilities for further training.<br />
Even if a slight fall can be seen in the registrations<br />
the seventh further training season shows a high level of<br />
acceptance and substantial interest on the part of the employees<br />
to further develop themselves and to participate<br />
in further training. The new offers mainly came from the<br />
field of competence in methods & development of the<br />
personality. As in the past few years already the internal<br />
courses comprised areas such as e.g. specialist know-how,<br />
IT courses, product and chemical seminars, legal bases, intercultural<br />
competences, company health management,<br />
etc. Over the course of the company health managements<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> organised two health days in cooperation<br />
with the AOK statutory health insurance fund. There were<br />
possibilities to take part in various examinations as well<br />
as attend various lectures and workshops. It can be derived<br />
from the evaluation of the questionnaires that more<br />
than 90% of the respondents considered the health day<br />
29
to be very good or good. The results also showed that the<br />
participants among others perceived the selection of the<br />
offers and variety of the topics as particularly positive.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is a member of the employers’ federation<br />
for chemicals, therefore the collective wage agreement of<br />
the industrial union for mining, chemicals, energy applies<br />
in the company.<br />
»»<br />
The certifications according to DIN ISO 9001 and DIN<br />
ISO 14001 were also passed very successfully both internally<br />
as well as externally in <strong>2012</strong>. The branch in Vaihingen/<br />
Enz was also certified internally and externally in the period<br />
under review. A comprehensive audit programme guarantees<br />
the compliance with the corresponding standards.<br />
»»<br />
A total of 136 (109) proposals for improvement were<br />
submitted by the employees of the <strong>AG</strong> in the period under<br />
review. Of those which were assessed so far 29 were<br />
awarded a bonus and implemented, which – after deduction<br />
of the still open proposals – corresponds with a quality<br />
ratio of around 31.5% (44.4). The company is proud<br />
of this active participation of the employees in the continuous<br />
improvement process.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> produced at the production locations in<br />
Ulm (trademarks UZIN and codex) and Vaihingen/Enz<br />
(Wolff trademark) in <strong>2012</strong>. The total capacity utilization<br />
at the Ulm location was around 96.9% and thus around<br />
1.8% higher than in the previous year (95.2). A total capacity<br />
utilization of 78.0% (74.0) was achieved In Vaihingen/Enz.<br />
On group level the innovation ratio in <strong>2012</strong><br />
amounted to around 55.4% (50.6) and on the level of the<br />
<strong>AG</strong> to around 62.5% (58.8). The innovation ratio expresses<br />
which share of the total revenue relates to products,<br />
which are younger than five years. For the technical further<br />
and new developments of the product systems reference<br />
is made to the statements in the section “Research & development“<br />
of this report.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has made an effort to combine economic<br />
efficiency with ecological and social responsibility for<br />
many years already. The company takes this demand into<br />
account within the framework of the activity of an own<br />
disposal department and passes these standards onto the<br />
affiliated group companies. The disposal volume at the<br />
Ulm location (without taking sales packaging back) was<br />
1,213 tons in <strong>2012</strong>, after 1,146 tons in the previous year.<br />
The disposal costs amounted hereby to KEUR 123 in <strong>2012</strong><br />
after KEUR 121 in 2011.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and Unipro B.V., Haaksbergen, Netherlands,<br />
are companies certified according to the DIN ISO standards.<br />
In the fiscal year <strong>2012</strong> the branch in Vaihingen/Enz<br />
of the Wolff trademark as well as Hermann Frank GmbH<br />
& Co. KG were certified for the third time. Machines for<br />
floor processing are produced at both locations. Comprehensive<br />
internal audit programmes carried out in both<br />
companies. The external audit reports once again confirmed<br />
the certification as well as the successful satisfaction<br />
of the requirements. A clear further development can be<br />
recognised once again compared with the previous year.<br />
»»<br />
Production was carried out in the group at the production<br />
locations in Ulm, Vaihingen/Enz, Oberderdingen, Würzburg,<br />
Meckenheim, Buochs (Switzerland), Sursee (Switzerland),<br />
Haaksbergen (the Netherlands), Legnica (Poland),<br />
Soissons (France), Shanghai (China), Ljubljana (Slovenia)<br />
and Jakarta (Indonesia) in the fiscal year <strong>2012</strong>. The total<br />
capacity utilization of all <strong>Uzin</strong> <strong>Utz</strong> plants was around<br />
84.6% and thus fell by around 2.5 percentage points compared<br />
with the previous year (87.1).<br />
»»<br />
There were no essential changes relating to the production<br />
programme. Continuous quality controls of each<br />
produced batch guarantee maximum quality. The products<br />
are only delivered directly after the release of the responsible<br />
laboratory. A reference sample per batch also represents<br />
the quality and control process in the past.<br />
»»<br />
In the field of raw materials and packaging the prices in<br />
<strong>2012</strong> were below those of the previous year. Whereas the<br />
prices in the first three quarters of the year were stable to<br />
falling slightly there were price increases in the field of raw<br />
materials towards the end of the year. Selective stockpiling<br />
measures were carried out in order to absorb these.<br />
On the whole the supply situation eased compared with<br />
2011. Bottlenecks only occurred rarely still. The risk management<br />
will be further expanded in order to also counteract<br />
the supply risk and the dependencies with price negotiations<br />
in the coming years.<br />
»»<br />
Nothing has changed with regard to the group-wide<br />
principles of the careful scheduling, the long-term contractual<br />
partnerships and the strict and comprehensive<br />
quality controls in the field of procurement in <strong>2012</strong> either.<br />
»»<br />
The financing strategy is explained in the section “financial<br />
position“ of this report.<br />
Internal organisation and decision-making<br />
Both the internal group as well as the <strong>AG</strong> organisation follow<br />
the principle of direct decision-making channels and<br />
as far as possible flat hierarchies. All essential decisions are<br />
prepared in department and unit bodies and forwarded to<br />
30
the respective managing director or Management Board<br />
with a recommendation for a decision. All essential decisions<br />
are discussed by the respective managing director<br />
or Management Board of the holding company with the<br />
Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. All decisions which<br />
are liable to approval are submitted by the Management<br />
Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> to the Supervisory Board of <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> for approval.<br />
Important events and developments in the period<br />
under review<br />
As of 31 December <strong>2012</strong> the <strong>Uzin</strong> <strong>Utz</strong> Group sold the<br />
furniture varnishes sector operated at the Würzburg location.<br />
It is a conclusion of the strategic development of<br />
our company to concentrate more on the core business<br />
“floor“. This means the focus is placed on the development<br />
and the production of products and machines for the floor<br />
design as well as the supplementary services for the target<br />
groups of the floor laying trade, planners, architects<br />
and the end consumers. Würzburg should permanently remain<br />
a location in the south. Production as well as laboratory<br />
will remain with the subsidiary JP Coatings GmbH.<br />
Reference is made to the disclosures in the group notes.<br />
»»<br />
In the sector of the adhesive production (plant 1) at<br />
the Ulm location measures were continued for improving<br />
processes and efficiency. The stirring unit plants for the<br />
adhesive production were brought up to state-of-the-art<br />
technology. Effective mixing technology in combination<br />
with a very energy-efficient drive technology now leads<br />
here to higher productivity with simultaneously reduced<br />
use of energy. An SAP warehouse management was introduced<br />
for this purpose.<br />
»»<br />
In addition, investments were made in a pilot plant<br />
system for an innovative trend-setting production concept<br />
for adhesives (“modular factory”). Since February<br />
of <strong>2012</strong> tests have been conducted on this system in the<br />
pilot plant scale with so far very promising results. There<br />
is an intensive exchange of experiences and know-how<br />
transfer with well-known companies of related industries<br />
within the framework of this project.<br />
»»<br />
An important implementation of the trademark philosophy<br />
the newly incepted UZIN partner programme<br />
“BOD – the floor designers“. The aim is to provide professional<br />
support for specialist companies of the floor laying<br />
trade on their path. BOD stands on four pillars: Personal<br />
qualifications, network & exchange, marketing & communication<br />
and exclusive VIP experiences. Thus BOD offers<br />
a comprehensive marketing support for example for<br />
the successful presentation of the tradesman towards his<br />
end customer – from the individualised information signs<br />
to the own website.<br />
»»<br />
The “network of the real tile layer“ founded by our codex<br />
trademark has grown to 800 members in the meantime.<br />
Our trademark, which has specialised in tile laying,<br />
actively supports the authorized qualified companies of<br />
this industry. These have been suffering from the abolition<br />
of the enforcement to have a master craftsman qualification<br />
since 2004. With exclusive marketing services and<br />
training in the service portfolio the network logo now applies<br />
as a quality seal in the industry. The network event,<br />
which takes place annually, was able to note a new record<br />
number with 430 participants in <strong>2012</strong>. On product<br />
level 21 articles from the codex range satisfy the requirements<br />
of the community of emission-controlled laying<br />
materials (GEV) and are certified according to EC1 Plus<br />
codex thus intensively supports the <strong>Uzin</strong> <strong>Utz</strong> Group with<br />
offering sustainable and environmentally-friendly solutions<br />
for the floor.<br />
»»<br />
Our subsidiary Unipro B.V. in the Netherlands can be<br />
pleased about a new state-of-the-art production plant.<br />
After the start of the construction work in the closed year<br />
products of the <strong>Uzin</strong> and Arturo trademarks will be produced<br />
on the “Stepelerveld“ near Haaksbergen in the “green<br />
factory“ from 2014. The building will be CO2-neutral and<br />
is to use solar energy and rainwater for the self-supply.<br />
In addition Unipro B.V. in the Netherlands took over the<br />
operating activities of Compotan Polymer B.V. in Ede as<br />
of 1 September <strong>2012</strong>. The take-over is part of the growth<br />
strategy of Unipro and ensures an extension of the range.<br />
»»<br />
In the USA the expansion of the market presence of the<br />
UZIN and Pallmann trademarks was pressed ahead with<br />
by winning new trading partners. In addition our American<br />
distribution company Ufloor Systems Inc. exclusively<br />
took over the sales and distribution activities of the<br />
WOLFF trademark in the USA and Canada as of 1 September<br />
<strong>2012</strong>. The sales and distribution of WOLFF products<br />
was carried out by a trading partner in the past. The<br />
trademark has a high degree of awareness on the American<br />
market and has an established, nationwide trading<br />
network. Its integration offers high potential for growth<br />
for Ufloor Systems Inc. – in particular by the use of synergies<br />
between UZIN and WOLFF. Further the <strong>Uzin</strong> <strong>Utz</strong> Manufacturing<br />
North America Inc. was founded in the USA<br />
on 3 August <strong>2012</strong>. The main task of the newly founded<br />
31
subsidiary in 2013/2014 is the planning and realisation of<br />
a production plant in the USA.<br />
»»<br />
Our English subsidiary, the <strong>Uzin</strong> Limited, was able to celebrate<br />
its 20th anniversary in <strong>2012</strong>. With a special “Road-<br />
Show“ throughout the whole of we aroused the enthusiasm<br />
of the customers for our products. With UZIN L3<br />
Gold Moisture Control and UZIN NC 160 Special Edition<br />
two new products were established on the English market.<br />
The response from the customers was very good. Within<br />
the company <strong>Uzin</strong> Ltd. was able to successfully implement<br />
the data exchange between its warehouse system<br />
and SAP. The management of orders and the stock management<br />
are decisively optimised hereby.<br />
»»<br />
Our IT subsidiary, artiso solutions GmbH with registered<br />
seat in Blaustein near Ulm, of which we hold 50%<br />
of the shares, succeeded in increasing its revenue as planned<br />
in the period under review. It was further possible<br />
to continue to improve the qualifications of the employees<br />
and the quality of the customer projects. As proof<br />
for this the company may officially use the designations<br />
GOLD Application Lifecycle Management and GOLD Application<br />
Development as Microsoft Core Partners since<br />
December <strong>2012</strong>.<br />
Internal control system<br />
The group-wide internal control system is based on a<br />
multitude of mechanisms and key figures, which respectively<br />
depict and make measurable sector-specific processes.<br />
Over all sectors the following financial factors and key<br />
figures stand at the peak of all internal control systems:<br />
Key figures<br />
group<br />
Cash flow<br />
from ordinary<br />
activities<br />
Sales revenues<br />
Result from ordinary<br />
activities Loss<br />
see Profit and<br />
Account<br />
Return<br />
on sales<br />
Return<br />
on equity<br />
Equity ratio<br />
Calculation<br />
see Cash Flow<br />
Statement<br />
see Profit and<br />
Loss Account<br />
Result from<br />
ord. act./sales<br />
revenues<br />
Result from<br />
ord. act. /<br />
equity<br />
Equity / Balance<br />
sheet total<br />
<strong>2012</strong><br />
17,748 KEUR<br />
207,255 KEUR<br />
13,467 KEUR<br />
6.5%<br />
13.8%<br />
58.3%<br />
2011<br />
12,513 KEUR<br />
199,166 KEUR<br />
11,955 KEUR<br />
6.0%<br />
15.5%<br />
56.2%<br />
The following values are produced for the <strong>AG</strong> in this raster:<br />
Key figures<br />
<strong>AG</strong><br />
Cash flow<br />
from ordinary<br />
activities<br />
Sales revenues<br />
Result from ordinary<br />
activities Loss<br />
see Profit and<br />
Account<br />
Return<br />
on sales<br />
Return<br />
on equity<br />
Equity ratio<br />
Calculation<br />
see Cash Flow<br />
Statement<br />
see Profit and<br />
Loss Account<br />
Result from<br />
ord. act./sales<br />
revenues<br />
Result from<br />
ord. act. /<br />
equity<br />
Equity / Balance<br />
sheet total<br />
<strong>2012</strong><br />
14,598 KEUR<br />
121,629 KEUR<br />
6,465 KEUR<br />
5.3%<br />
10.4%<br />
62.6%<br />
2011<br />
6,209 KEUR<br />
117,352 KEUR<br />
5,785 KEUR<br />
4.9%<br />
12.5%<br />
60.9%<br />
Events, decisions and factors with essential influence<br />
on the further development of the company<br />
All events, decisions and factors with essential influence on<br />
the further development of the group and the <strong>AG</strong>, which<br />
were already known in <strong>2012</strong>, are included in the respective<br />
sections of this report which belong to the topics. All<br />
facts of this kind which have become known between the<br />
end of <strong>2012</strong> and the time when this report was prepared<br />
are explicitly included in the section “essential events after<br />
the close of the fiscal year“.<br />
Special effects of the closed fiscal year<br />
Profits were transferred to <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> once again in <strong>2012</strong>.<br />
JP Coatings GmbH specifically transferred KEUR 500, <strong>Uzin</strong><br />
Tyro <strong>AG</strong> KEUR 498, the English distribution company <strong>Uzin</strong><br />
Limited KEUR 494, the Polish production company KEUR<br />
200, the Czech company KEUR 198 and Unipro N.V. Belgium<br />
KEUR 150. In total this led to participation income<br />
in the amount of around EUR 2.0 million in the annual financial<br />
statements of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />
32
Position of the Group and the <strong>AG</strong><br />
Net assets Group<br />
Liquid funds<br />
Customer receivables<br />
Current income<br />
tax receivables<br />
Current assets<br />
Inventories<br />
Other current assets<br />
Capital assets<br />
Intangible assets<br />
plant, property and equipment<br />
Financial assets<br />
Real estate held<br />
as financial investment<br />
Non-current income<br />
tax receivables<br />
Deffered taxes<br />
Other non-current assets<br />
Net assets <strong>AG</strong><br />
Intangible assets<br />
Property, plant and equipment<br />
Financial assets<br />
Non-current assets<br />
Inventories<br />
Customer receivables<br />
Receivables from<br />
affiliated companies<br />
Other current assets<br />
Liquid funds<br />
Current assets<br />
Total assets<br />
»»<br />
The net assets, financial position and results of operations<br />
of the group as well as of the <strong>AG</strong> also developed<br />
very satisfactorily in <strong>2012</strong> – despite the difficult economic<br />
circumstances. Rising revenues and a strategic cost<br />
management led to a growth in the results of the ordinary<br />
business activities.<br />
31.12.<strong>2012</strong> 31.12.2011<br />
KEUR<br />
% KEUR<br />
9,857<br />
21,442<br />
830<br />
33,870<br />
28,394<br />
5,476<br />
106,173<br />
33,828<br />
69,780<br />
2,566<br />
3,521<br />
436<br />
1,368<br />
621<br />
178,120<br />
5.5<br />
12.0<br />
0.5<br />
19.0<br />
15.9<br />
3.1<br />
59.6<br />
19.0<br />
39.2<br />
1.4<br />
2.0<br />
0.2<br />
0.8<br />
0.3<br />
100.0<br />
15,499<br />
23,319<br />
300<br />
31,954<br />
27,926<br />
4,028<br />
96,752<br />
32,484<br />
62,846<br />
1,423<br />
3,278<br />
541<br />
1,913<br />
26<br />
173,583<br />
31.12.<strong>2012</strong> 31.12.2011<br />
KEUR<br />
% KEUR<br />
768<br />
26,611<br />
43,152<br />
70,531<br />
13,982<br />
6,175<br />
6,888<br />
3,192<br />
160<br />
30,398<br />
100,929<br />
0.8<br />
26.4<br />
42.8<br />
69.9<br />
13.9<br />
6.1<br />
6.8<br />
3.2<br />
0.2<br />
30.1<br />
100.0<br />
378<br />
24,260<br />
41,388<br />
66,027<br />
14,523<br />
6,163<br />
10,843<br />
3,111<br />
1,509<br />
36,149<br />
102,175<br />
%<br />
8.9<br />
13.4<br />
0.2<br />
18.4<br />
16.1<br />
2.3<br />
55.7<br />
18.7<br />
36.2<br />
0.8<br />
1.9<br />
0.3<br />
1.1<br />
0.0<br />
100.0<br />
%<br />
0.4<br />
23.7<br />
40.5<br />
64.6<br />
14.2<br />
6.0<br />
10.6<br />
3.0<br />
1.5<br />
35.4<br />
100.0<br />
Net assets<br />
Group<br />
The balance sheet total increased by EUR 4.5 million to<br />
EUR 178.1 million (173.6). The share of the group fixed<br />
assets increased to 59.6% (55.7), the residual assets are<br />
thus 40.4% (44.3) of the balance sheet total.<br />
»»<br />
The customer receivables fell from EUR 23.3 million to<br />
EUR 21.4 million owing to the consistent receivables management,<br />
the bonus credits generated by the additional<br />
revenue as well as the booking out of customer receivables.<br />
»»<br />
By the deliberate stockpiling for hedging against rising<br />
prices the inventories increased slightly and rose by EUR<br />
0.5 million from EUR 27.9 million to EUR 28.4 million.<br />
»»<br />
The intangible assets increased from EUR 32.5 million<br />
to EUR 33.8 million. These result to a large extent from<br />
a higher goodwill of <strong>Uzin</strong> Tyro <strong>AG</strong>, which is derived from<br />
differences in exchange rates and the take-over of the<br />
floor division of Collano Adhesives <strong>AG</strong>.<br />
»»<br />
The plant, property and equipment increased by EUR<br />
6.9 million to EUR 69.8 million as a result of further investments<br />
in machines for the production at the Ulm location,<br />
the acquisition of the Swiss location by <strong>Uzin</strong> Tyro<br />
<strong>AG</strong> and the building of the new production and administration<br />
building of Unipro B.V. in the Netherlands. Moreover,<br />
the influence of the exchange rate from the conversion<br />
of the non-Euro balance sheets amounts hereby to<br />
around EUR 0.2 million. A total of EUR 31 million in investments<br />
is planned in the group for the coming year.<br />
These primarily relate to investments for the further expansion<br />
overseas.<br />
»»<br />
The liquid funds fell by 36.4% or EUR 5.6 million, to<br />
EUR 9.9 million. The greatest movements also take place<br />
here at <strong>Uzin</strong> Tyro <strong>AG</strong> and Unipro B.V. due to the investments<br />
in property, plant and equipment.<br />
»»<br />
Apart from the real estate at Sifloor <strong>AG</strong> held as a financial<br />
investment the total assets still represent values<br />
which are necessary for the operations.<br />
»»<br />
Off-balance sheet financing instruments were used and<br />
mainly relate to rental and leasing agreements.<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
The balance sheet total fell by EUR 1.2 million to EUR 100.9<br />
million (102.2). The share of the fixed assets rose to 70%<br />
(65), the residual assets thus amount to 30% (35) of the<br />
balance sheet total. There are no essential assets, which<br />
are not necessary for the operations, as well as business<br />
transactions which do not affect the balance sheet. All<br />
33
Financial position Group<br />
Current liabilities<br />
Financial liabilities<br />
Trade liabilities<br />
Income tax liabilities<br />
Short-term provisions<br />
Other short-term liabilities<br />
Non-current liabilities<br />
Financial liabilities<br />
Deferred tax liabilities<br />
Provisions for pensions<br />
Other non-current liabilities<br />
Equity<br />
(incl. holdings of other shareholders)<br />
34<br />
trademarks are protected under copyright law. Depreciation<br />
principles were not changed.<br />
»»<br />
The intangible assets increased from KEUR 378 to KEUR<br />
768 among others owing to the capitalization of further<br />
CRM licences, investments in the employer brand as well<br />
as software and trademarks.<br />
»»<br />
The property, plant and equipment increased by EUR<br />
2.4 million to EUR 26.6 million as a result of the expansion<br />
of various plants in the field of production and IT. <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> invested a total of EUR 6.4 million (8.1) in <strong>2012</strong>.<br />
Thereof EUR 4.7 million related to the field of the property,<br />
plant and equipment.<br />
»»<br />
A total of EUR 9.7 million in investments is planned in<br />
the <strong>AG</strong> for the coming year. These primarily relate to investments<br />
for the expansion of the production location<br />
in Ulm which was already started in the previous years.<br />
Thereof around EUR 4.3 million relate to the sector of<br />
operations & logistics, around EUR 2 million to the branch<br />
Vaihingen/Enz and approx. EUR 1 million to the SAP<br />
and IT sector.<br />
»»<br />
The financial assets increased to EUR 43.2 million (41.4).<br />
The increase was above all produced from the increase in<br />
the participation book values of the participating interests<br />
in Shanghai by KEUR 406, in Hungary by KEUR 403,<br />
at <strong>Utz</strong> Inc. in the USA by KEUR 98 as well as of Arendicom<br />
in Tutzing in the amount of KEUR 305.<br />
»»<br />
The inventories fell owing to the better supply situation,<br />
as opposed to in parts of the other group, by EUR 0.5<br />
31.12.<strong>2012</strong> 31.12.2011<br />
KEUR<br />
% KEUR<br />
34,883<br />
14,245<br />
8,523<br />
655<br />
5,935<br />
5,526<br />
39,180<br />
26,919<br />
10,163<br />
1,689<br />
409<br />
104,056<br />
178,120<br />
19.6<br />
8.0<br />
4.8<br />
0.4<br />
3.3<br />
3.1<br />
22.0<br />
15.1<br />
5.7<br />
0.9<br />
0.2<br />
58.4<br />
100.0<br />
31,868<br />
13,590<br />
7,184<br />
549<br />
5,538<br />
5,007<br />
43,977<br />
31,615<br />
10,249<br />
1,697<br />
416<br />
97,738<br />
173,583<br />
%<br />
18.4<br />
7.8<br />
4.1<br />
0.3<br />
3.2<br />
2.9<br />
25.3<br />
18.2<br />
5.9<br />
1.0<br />
0.2<br />
56.3<br />
100.0<br />
million from EUR 14.5 million to EUR 14.0 million.<br />
»»<br />
The customer receivables remained almost identical<br />
compared with the previous year, despite an increase in<br />
revenue and amounted to EUR 6.2 million (6.2). This is<br />
also due to the consistent receivables management and<br />
the bonus credits generated by the additional revenue as<br />
of the balance sheet key date.<br />
»»<br />
The liquid funds fell from EUR 1.5 million to EUR 0.2<br />
million. The funds were used to redeem loans in order to<br />
reduce the interest expenses.<br />
»»<br />
The development of the financial funds based on the<br />
cash flow statement is presented below in the section “financial<br />
position“.<br />
Financial position<br />
Group<br />
The equity is EUR 104.1 million (97.7), which corresponds<br />
with a share of the balance sheet total of 58.4% (56.3).<br />
This could thus be further increased and is still substantially<br />
higher than the average for the industry.<br />
»»<br />
The current liabilities increased by a total of EUR 3.0<br />
million to EUR 34.9 million.<br />
»»<br />
The liabilities from tax on income increased as a result<br />
of the higher operating results compared with the previous<br />
year from 0.5 to EUR 0.7 million.<br />
»»<br />
The short-term provisions increased, primarily owing<br />
to higher tax provisions as well as provisions for bonuses<br />
and royalties, by EUR 0.4 million to EUR 5.9 million (5.5).<br />
»»<br />
In total the share of current liabilities in the balance<br />
sheet total increased from 18.4% in the previous year to<br />
19.6% as of 31 December <strong>2012</strong>.<br />
»»<br />
The non-current financial liabilities fell by EUR 4.7 million<br />
to EUR 26.9 million (31.6). The reduction results on the<br />
one hand from the fact that there were less new admissions<br />
compared with the previous year and a part of the<br />
non-current financial liabilities became current financial<br />
liabilities. On the other hand scheduled redemptions took<br />
place of the non-current financial liabilities.<br />
»»<br />
The share of the total non-current liabilities in the balance<br />
sheet total fell from 25.3% in the previous year to<br />
22.0% in <strong>2012</strong>. In absolute terms the total non-current<br />
liabilities fell by around EUR 4.8 million, from EUR 44.0<br />
million to EUR 39.2 million.<br />
»»<br />
It is the principle and equally the aim of the financial<br />
management to guarantee sufficient liquidity at all times,<br />
with a simultaneously high equity ratio which by far exceeds<br />
the average for the industry. It was also possible to
Financial position <strong>AG</strong><br />
Equity<br />
Provisions for pensions<br />
Non-current bank loans<br />
Non-current liabilities<br />
Remaining provisions<br />
Current bank loans<br />
Trade liabilities<br />
liabilities against affiliated companies<br />
Other current liabilities<br />
Current liabilities<br />
Total Capital<br />
satisfy this requirement in <strong>2012</strong>. The liquidity was always<br />
guaranteed, credit lines were never used in full. The total<br />
credit volume in the Group as of 31 December <strong>2012</strong><br />
amounted to EUR 41.2 million, after EUR 45.2 million in<br />
the previous year. Of this amount around EUR 14.2 million<br />
had a residual term of up to one year (13.6), EUR 21.2<br />
million had a residual term between 1-5 years (26.6) and<br />
around EUR 5.8 million had a residual term of more than<br />
5 years (5.0). These loans are almost exclusively concluded<br />
with a fixed interest rate.<br />
»»<br />
In addition, forward exchange contracts and currency<br />
operations are concluded case by case in order to hedge<br />
fixed payments or with significant foreign currency receivables<br />
or liabilities.<br />
»»<br />
The most detailed development of the liquidity is presented<br />
in the consolidated cash flow statements in the<br />
consolidated financial statements.<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
The equity of <strong>AG</strong> is EUR 63.2 million (62.2). This corresponds<br />
with a share of the balance sheet total of around<br />
62.6% (60.9).<br />
»»<br />
The provisions increased in total by EUR 0.3 million to<br />
EUR 3.7 million (3.4). The tax provisions increased hereby<br />
by EUR 0.2 million and the provisions for pensions by EUR<br />
0.1 million compared with the previous year.<br />
»»<br />
The trade liabilities were with EUR 3.5 million, EUR 0.5<br />
million slightly above the value of the previous year (3.0).<br />
The other current liabilities were also with EUR 3.3 million<br />
above the previous year (2.7). The liability and leasing re-<br />
31.12.<strong>2012</strong> 31.12.2011<br />
KEUR<br />
% KEUR<br />
63,160 62.6 62,179<br />
824<br />
0.8<br />
750<br />
17,035 16.9 22,949<br />
17,859<br />
17.7 23,699<br />
2,841<br />
2.8 2,660<br />
7,486<br />
7.4 6,314<br />
3,518<br />
3.5 2,980<br />
2,806<br />
2.8 1,648<br />
3,259<br />
3.2 2,695<br />
19,910 19.7 16,297<br />
100,929 100.0 102,175<br />
%<br />
60.9<br />
0.7<br />
22.5<br />
23.2<br />
2.6<br />
6.2<br />
2.9<br />
1.6<br />
2.6<br />
16.0<br />
100.0<br />
lationships are disclosed in the notes. There are and wear<br />
no off-balance sheet financing instruments beyond this.<br />
»»<br />
It is the principle and equally the aim of the financial<br />
management to guarantee sufficient liquidity at all times,<br />
with a simultaneously high equity ratio which by far exceeds<br />
the average for the industry. It was also possible to<br />
satisfy this requirement in <strong>2012</strong>. The liquidity was always<br />
guaranteed, credit lines were never used in full. The total<br />
credit volume as of 31 December <strong>2012</strong> amounted to EUR<br />
24.5 million, after EUR 29.3 million in the previous year. Of<br />
this amount around EUR 7.5 million had a residual term of<br />
up to one year (6.3), EUR 14.1 million had a residual term<br />
between 1-5 years (18.6) and around EUR 2.9 million had<br />
a residual term of more than 5 years (4.3). In total noncurrent<br />
loans were drawn from three different banks (BW<br />
Bank, Unicredit and IKB). These loans are almost exclusively<br />
concluded with a fixed interest rate. A further need<br />
for capital exists for the investments, through which however<br />
we are not expecting any essential changes to the<br />
interest structure. Included in the total credit volume are<br />
also three subordinate capital tranches in the amount of<br />
EUR 6.3 million (6.8), which stem from the programme<br />
“capital for work“ of the Reconstruction Loan Corporation.<br />
The bank irrevocably subordinates with its receivables<br />
from this loan behind all current and future receivables of<br />
the creditors in the rank before the receivables for refunding<br />
of a possible capital-substituting loan of a shareholder<br />
or equivalent receivables.<br />
»»<br />
An interest rate hedge was already concluded in 2008<br />
for a loan raised with variable interest rates in 2010. A interest<br />
rate of 4.92% was hedged for a nominal value of<br />
EUR 5.0 million until 30 June 2016. Valuated according to<br />
the mark-to-market method as of 31 December <strong>2012</strong> a<br />
negative fair value is produced of KEUR 219 (283). An impending<br />
loss provision was formed for this.<br />
»»<br />
The more detailed development of the liquidity is presented<br />
in the cash flow statement in the financial statements<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />
35
Results of operations Group<br />
Sales revenues<br />
Changes in inventory<br />
Aggregate results<br />
Material expenses<br />
Gross yield<br />
Other operating income<br />
Personnel costs<br />
Wages and salaries<br />
Social contributions<br />
Depreciation<br />
Other expenses<br />
Other operating expenses<br />
Other taxes<br />
Earnings before interest and tax (EBIT)<br />
Financial results<br />
Earnings before taxes (EBT)<br />
Tax on income<br />
Net income before minority interests<br />
Holdings of other shareholders<br />
Net income<br />
36<br />
Results of operations<br />
Group<br />
<strong>2012</strong> 2011<br />
KEUR<br />
% KEUR<br />
207,255 99.7 199,166<br />
662<br />
0.3 1,015<br />
207,917 100.0 200,181<br />
90,703 43.6 89,961<br />
117,214 56.4 110,221<br />
4,582<br />
2.2 6,439<br />
46,336<br />
9,552<br />
6,754<br />
44,041<br />
804<br />
14,309<br />
-1,646<br />
12,663<br />
3,230<br />
9,434<br />
-24<br />
9,457<br />
22.3<br />
4.6<br />
3.2<br />
21.2<br />
0.4<br />
6.9<br />
-0.8<br />
6.1<br />
1.6<br />
4.5<br />
0.0<br />
4.5<br />
42,794<br />
8,510<br />
6,995<br />
44,410<br />
599<br />
13,350<br />
-1,995<br />
11,356<br />
2,379<br />
8,977<br />
-1<br />
8,978<br />
%<br />
99.5<br />
0.5<br />
100.0<br />
44.9<br />
55.1<br />
3.2<br />
21.4<br />
4.3<br />
3.5<br />
22.2<br />
0.3<br />
6.7<br />
-1.0<br />
5.7<br />
1.2<br />
4.5<br />
0.0<br />
4.5<br />
The sales revenues of the group increased in <strong>2012</strong> by 4.1%<br />
from EUR 199.2 million to EUR 207.3 million. This was above<br />
all due to the positive revenue developments of <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong>, JP Coatings GmbH, Unipro B.V., Tyro <strong>AG</strong>, Ufloor<br />
Systems USA and Løkken AS.<br />
»»<br />
Included in the other operating income is the oneoff<br />
effect from the sale of the business unit varnish products<br />
for the skilled processing trade in the amount of<br />
EUR 1.4 million.<br />
»»<br />
The total group foreign revenue increased to around<br />
EUR 113.0 million (107.9). The overseas share increased by<br />
around 0.6% to 54.5% (54.2). The share of the revenues,<br />
which are not invoiced in Euro, increased to around 26.2%<br />
(24.3). The currencies outside of the Eurozone, which are<br />
relevant for the group, developed as follows:<br />
Average prices<br />
(rates in € per unit national<br />
currency)<br />
England GBP<br />
Switzerland CHF<br />
Norway NOK<br />
USA USD<br />
Poland PLN<br />
Czech Republic CZK<br />
China CNY<br />
New Zealand NZD<br />
Hungary HUF<br />
<strong>2012</strong> 2011<br />
1.2356<br />
0.8308<br />
0.1338<br />
0.7756<br />
0.2397<br />
0.0397<br />
0.1226<br />
0.6299<br />
0.0035<br />
1.1477<br />
0.8138<br />
0.1283<br />
0.7130<br />
0.2424<br />
0.0407<br />
0.1106<br />
0.5697<br />
0.0036<br />
Deviation<br />
absolute<br />
0.0879<br />
0.0170<br />
0.0055<br />
0.0626<br />
-0.0027<br />
-0.0010<br />
0.0120<br />
0.0603<br />
-0.0001<br />
relative<br />
7.66%<br />
2.09%<br />
4.30%<br />
8.78%<br />
-1.11%<br />
-2.45%<br />
10.88%<br />
10.58%<br />
-3.36%<br />
»»<br />
The total influence of the exchange rates on the group<br />
revenue was 0.77% (2.89).<br />
»»<br />
It was possible to increase the sales volumes in the<br />
group by 0.2% in <strong>2012</strong>. There were no shifts in the product<br />
mix in the period under review, which had an influence<br />
on essential changes in the revenue and the operating<br />
results. It was possible to increase the sales prices on<br />
average by around 2.4%.<br />
»»<br />
Owing to the production which is oriented to batch<br />
production and the usually very short space of time between<br />
the order and delivery production is generally carried<br />
out for an anonymous market. The delivery is carried<br />
out from the warehouse stocks, which owing to the current<br />
conditions as a rule amounts to around 1.6 monthly<br />
revenues group-wide. An attempt is always made to adjust<br />
the warehouse stocks to the basic conditions. Statements<br />
concerning the orders on hand are therefore not<br />
of informative value.<br />
»»<br />
The aggregate results increased by 3.9% to EUR 207.9<br />
million (200.2).<br />
»»<br />
The absolute material expenses only increased slightly<br />
by 0.8% from EUR 90.0 million to EUR 90.7 million. It<br />
was possible to reduce the material use ratio in the group<br />
from 44.9% to 43.6%.<br />
»»<br />
The share of the personnel costs in the aggregate results<br />
increased to 26.9% (25.6). In absolute terms the per-
sonnel costs increased as a result of the collective wage<br />
agreement increases and the newly consolidated company<br />
from EUR 51.3 million to EUR 55.9 million.<br />
»»<br />
The depreciation volume fell from EUR 7.0 million to<br />
EUR 6.8 million.<br />
»»<br />
The other operating expenses fell by around EUR 0.4<br />
million from EUR 44.4 million in the previous year to EUR<br />
44.0 million.<br />
»»<br />
Partial deviating results factors were chosen below<br />
compared with the consolidated financial statements in<br />
order to determine the results of operations.<br />
»»<br />
The earnings before interest and tax (EBIT) were with<br />
EUR 14.3 million above the previous year (13.4).<br />
»»<br />
The financial results are owing to the fallen total credit<br />
volume with EUR -1.6 million 17.5% above the value<br />
of the previous year (-2.0).<br />
»»<br />
The earnings before taxes (EBT) are with EUR 12.7 million<br />
around 11.5% above the value of the previous year (11.4).<br />
»»<br />
The net income for the year in the group was with<br />
around EUR 9.5 million, around EUR 0.5 million or 5.3%<br />
above the value of the previous year (9.0).<br />
»»<br />
Details concerning the net incomes for the year and<br />
equities of the individual participating interests can be<br />
seen from the presentation “shareholdings“ in the consolidated<br />
notes.<br />
Added value Group<br />
Company‘s performance<br />
Material expenses<br />
Depreciations<br />
Other expenses<br />
Added value<br />
In favour of:<br />
Employees<br />
Public sector<br />
Companies<br />
Shareholders<br />
Creditors<br />
<strong>2012</strong> 2011<br />
KEUR<br />
212,500<br />
90,703<br />
6,754<br />
44,041<br />
71,001<br />
55,888<br />
4,034<br />
5,222<br />
4,035<br />
1,821<br />
%<br />
100.0<br />
42.7<br />
3.2<br />
20.7<br />
33.4<br />
78.7<br />
5.7<br />
7.4<br />
5.7<br />
2.5<br />
KEUR<br />
206,620<br />
89,961<br />
6,995<br />
44,410<br />
65,254<br />
51,305<br />
2,979<br />
4,945<br />
3,783<br />
2,243<br />
%<br />
100.0<br />
43.5<br />
3.4<br />
21.5<br />
31.6<br />
78.6<br />
4.6<br />
7.6<br />
5.8<br />
3.4<br />
37
Results of operations <strong>AG</strong><br />
Sales revenues<br />
Changes in inventory<br />
Aggregate results<br />
Material expenses<br />
Gross yield<br />
Other operating income<br />
Personnel costs<br />
Wages and salaries<br />
Social contributions<br />
Depreciation<br />
Other expenses<br />
Other operating expenses<br />
Other taxes<br />
Earnings before interest and tax<br />
Financial results<br />
Operating result after interest<br />
Extraordinary result<br />
Tax on income<br />
Net income<br />
38<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
<strong>2012</strong> 2011<br />
KEUR<br />
% KEUR<br />
121,629 100.1 117,352<br />
-154 -0.1<br />
632<br />
121,475 100.0 117,984<br />
64,277 52.9 64,259<br />
57,198<br />
47.1 53,725<br />
2,394<br />
2.0 4,058<br />
22,917<br />
4,098<br />
2,412<br />
24,944<br />
326<br />
4,895<br />
1,244<br />
6,139<br />
0<br />
1,379<br />
4,760<br />
18.9<br />
3.4<br />
2.0<br />
20.5<br />
0.3<br />
4.0<br />
1.0<br />
5.1<br />
0.0<br />
1.1<br />
3.9<br />
21,045<br />
3,651<br />
2,071<br />
25,603<br />
73<br />
5,340<br />
372<br />
5,712<br />
0<br />
1,103<br />
4,609<br />
%<br />
99.5<br />
0.5<br />
100.0<br />
54.5<br />
45.5<br />
3.4<br />
17.8<br />
3.1<br />
1.8<br />
21.7<br />
0.1<br />
4.5<br />
0.3<br />
4.8<br />
0.0<br />
0.9<br />
3.9<br />
The revenue of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in the period under review<br />
was with EUR 121.6 million, 3.6% above the level of the<br />
previous year (117.4). The revenues within Germany were<br />
above the value of the previous year. With around EUR<br />
79.3 million the growth amounted to 2.9% compared with<br />
the previous year (77.1). The foreign revenues also increased<br />
with EUR 42.3 million above the level of the previous<br />
year (40.2). The share of revenues, which are not invoiced<br />
in Euro was in <strong>2012</strong> with EUR 11.2 million (9.3), around<br />
9.2% (7.9). Swiss Francs, British Pounds, US Dollars and<br />
Polish Zloty account for the largest share.<br />
»»<br />
The sales volumes increased by around 1.1%, it was possible<br />
to increase the sales prices by around 2.8%. Owing<br />
to the production which is oriented to batch production<br />
and the usually very short space of time between the order<br />
and delivery production is generally carried out for<br />
an anonymous market. The delivery is carried out from<br />
the warehouse stocks, which owing to the current conditions<br />
as a rule amounts to around 1.4 monthly revenues<br />
at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. An attempt is always made to adjust<br />
the warehouse stocks to the basic conditions. Statements<br />
concerning the orders on hand are therefore not of informative<br />
value.<br />
»»<br />
The aggregate results rose by 3.0% to EUR 121.5 million<br />
(118.0). The material use ratio fell from 54.5% to<br />
52.9%. The absolute material expenses remained with<br />
around EUR 64.3 million almost identical compared with<br />
the previous year (64.3).<br />
»»<br />
The share of the personnel costs in the aggregate results<br />
increased from 20.9% to 22.2%. In absolute terms<br />
the personnel costs increased by around EUR 2.3 million,<br />
from EUR 24.7 million in the previous year to EUR 27.0<br />
million in <strong>2012</strong>.<br />
»»<br />
The depreciation volume was with EUR 2.4 million slightly<br />
above the level of the previous year (2.1) due to the investments<br />
in property, plant and equipment.<br />
»»<br />
The share of the other operating expenses in the aggregate<br />
results only fell slightly with 20.5% (21.7). In absolute<br />
terms the other operating expenses fell by EUR 0.7<br />
million from EUR 25.6 million to EUR 24.9 million. This<br />
primarily results from the optimised cost management.<br />
»»<br />
The earnings before depreciations, interest and tax<br />
(EBITDA) were with EUR 7.3 million only around EUR 0.1<br />
million below the previous year (7.4). The earnings before<br />
interest and tax (EBIT) were around EUR 0.4 million<br />
below the value of the previous year and amount to EUR<br />
4.9 million (5.3).<br />
»»<br />
The net interest income was with EUR -0.8 million above<br />
the level of the previous year (-1.2). The already described<br />
transfers of profits of various holding companies led<br />
at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> within the financial results to a result from<br />
transfers of profits from holding companies in the amount<br />
of around EUR 2.0 million (2.2). The total financial results<br />
increased to EUR 1.2 million (0.4).<br />
»»<br />
Thus, results of the ordinary business activities, which<br />
are EUR 0.7 million above the previous year, are produced<br />
of EUR 6.5 million (5.8).<br />
»»<br />
The net income for the year was with EUR 4.8 million<br />
around EUR 0.2 million above the value of the previous<br />
year (4.6).<br />
»»<br />
The Management Board of the <strong>AG</strong> proposes to the Supervisory<br />
Board and the <strong>Annual</strong> General Meeting the distribution<br />
of a dividend in the amount of EUR 0.80 (0.75)<br />
per share.
Opportunities and Risk <strong>Report</strong><br />
The following statements apply both to <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> as<br />
well as for the whole group.<br />
Essential risks<br />
Environment and industry risks<br />
The macro-economic risks, which are essential for the<br />
group, are above all to be seen in the economic development,<br />
especially the development of the building economy.<br />
The sovereign debt crisis currently represents the<br />
greatest economic risk so that a stronger upswing is prevented.<br />
Especially the public building sector in Germany<br />
has to fear falling revenues due to expiring economic stimulus<br />
packages. Further risks are associated with Europe,<br />
a further principle market. Constant reports of highly financially<br />
stricken EU countries continue to give a reason<br />
for increased vigilance especially in these regions. However,<br />
these uncertainties can also be found on other markets.<br />
By an active dialogue with our customers as well as<br />
intensive internal analyses and research relating to the<br />
market environment, the wishes of the customers and the<br />
competition it is possible to react to new developments<br />
and needs of the industry at an early stage.<br />
Product risks<br />
The future development of the group depends to a very<br />
substantial extent on developing innovative products and<br />
optimising existing recipes. Therefore, all efforts will be<br />
made to press ahead with the development work and to<br />
recognise product needs and trends in time. With high development<br />
expenses, continuous own developments and<br />
internal quality assurance controls an attempt is made<br />
to take this demand into account. Nevertheless, possible<br />
occurring damages are covered by extensive cross-country<br />
insurance cover, which also includes corresponding<br />
product liability insurance. The usual operative risks are<br />
covered by corresponding provisions formed by cautious<br />
commercial estimates.<br />
»»<br />
Not just the requirements of our customers change,<br />
but new laws are constantly put forward especially in the<br />
chemical industry. By the ban or the restricted use of certain<br />
chemicals or hazardous substances it is essential for<br />
the <strong>Uzin</strong> <strong>Utz</strong> Group to develop new recipes according to<br />
these requirements and to hereby retain or even improve<br />
the quality of the products. Since 1 December 2010 a<br />
notification obligation applies within the framework of<br />
REACH (Registration, Evaluation, Authorisation and Restriction<br />
of Chemicals) for importers of raw materials from<br />
the non-EU overseas countries, which import hazardous<br />
substances or substances which are liable for registration.<br />
»»<br />
In order to enable the supply security and greater independence<br />
from suppliers in future we continue to conduct<br />
research for substitution raw materials. The quality<br />
of the products should not be impaired hereby.<br />
Loss risks in the field of production and essential<br />
IT-based processes<br />
In the production sectors of the individual plants the probability<br />
of a non-optimum operation of the production<br />
plants is reduced to a large extent by permanent maintenance,<br />
fire prevention and other contingency measures.<br />
Corresponding insurances were concluded for losses<br />
by natural hazards and possible thus resulting interruptions<br />
to operation.<br />
»»<br />
The business and production processes as well as the<br />
internal or external communication of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
are increasingly based on information technologies. A substantial<br />
interference or even a failure of the global and<br />
regional business systems can lead to a loss of data and<br />
an impairment of the business and production processes.<br />
The probability of a failure of information systems<br />
which are critical for the processes is reduced to a minimum<br />
by corresponding technical, structural and organisational<br />
measures.<br />
Financial management risks<br />
The volume of financial management risks continues to<br />
be difficult to estimate in the current situation. Owing to<br />
the continuing uncertainties on the financial markets the<br />
aim is to carry out useful hedges of the revenues with an<br />
exchange rate risk, by always weighing up the costs and<br />
benefits. The development of the currencies which are relevant<br />
for the group is presented in the section “results of<br />
operations“ of this report. An optimisation of the freely<br />
available funds is ensured by a group-wide, tight receivables<br />
and liquidity management. The focus is placed hereby on<br />
a permanent credit rating of the customers. In addition a<br />
large part of the customer receivables are covered by credit<br />
insurance. All essential liabilities due to credit institutions<br />
are principally financed in the medium- to long-term with<br />
fixed interest rates or hedged against risks due to changes<br />
in interest rates by an interest rate swap. The essential financing<br />
instruments used by the <strong>Uzin</strong> <strong>Utz</strong> Group comprise<br />
bank loans and overdraft facilities, financing leasing relationships<br />
and trade liabilities. The main purpose of these<br />
39
financing instruments is to secure or maintain the business<br />
activity. In addition, the group has various financial<br />
assets, such as e.g. trade receivables as well as cash and<br />
cash equivalents and short-term deposits, which contribute<br />
to improving or reinforcing the liquidity position. In<br />
order to hedge interest and exchange rate risks the <strong>Uzin</strong><br />
<strong>Utz</strong> Group has concluded derivative hedging instruments<br />
to a low extent, which result from the business activity<br />
of the <strong>Uzin</strong> <strong>Utz</strong> Group and its financing sources. Future,<br />
possibly sharp fluctuations in exchange rates and interests<br />
always have a certain residual risk.<br />
Investment risks<br />
Risks, which result from essential investments, are valuated<br />
by standard investment appraisals and must be released<br />
by the Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. External<br />
advisers are used hereby if required. Possible acquisitions<br />
are principally analysed with external support, evaluated<br />
by the Management Board and released by the Supervisory<br />
Board.<br />
Risks which endanger the existence<br />
None of the risks listed above currently represent a danger<br />
to the existence. Other risks which endanger the existence<br />
are currently not recognisable.<br />
Description of the risk management<br />
The group has a system for recording and controlling current<br />
and future business and financial risks. This risk management<br />
was implemented in the group many years ago<br />
already. Essentially nothing has changed in this respect.<br />
Nevertheless, it hereby concerns a living system, which is<br />
subjected to a permanent optimisation process within the<br />
framework of the continuous improvement.<br />
»»<br />
The elements of the risk management system are<br />
−−<br />
the risk control,<br />
−−<br />
the risk controlling and<br />
−−<br />
the risk reporting.<br />
»»<br />
They are all based on a multitude of individual evaluations,<br />
analyses, reports as well as project groups, which<br />
due to the situation analyse individual processes and facts<br />
in detail. The responsibility for tasks lies with the responsible<br />
head of department or sector of each holding company.<br />
He reports directly to the respective managing director<br />
or Management Board of the company, which on<br />
the other hand communicates with the Financial Director<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, who had the joint responsibility, in all essential<br />
concerns. The “Central Controlling (CO)“ department<br />
of the parent company hereby coordinates the risk<br />
management elements group-wide. Documents distributed<br />
to the Financial Director of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are support by<br />
him if required into the joint Management Board as well as<br />
the Supervisory Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> and other groups of<br />
persons. The whole risk management system is oriented<br />
to recognising risks which endanger the existence at an<br />
early stage and if applicable to counteract these as well<br />
as to secure the achievement of the business targets. The<br />
principles, guidelines, processes and responsibilities of the<br />
internal control and risk management system are defined<br />
and established. The risk management system essentially<br />
comprises the risk groups described above. In addition to<br />
measures for coping with individual risks a security-oriented<br />
cautious commercial company management, reasonable<br />
insurance cover and guidelines and instructions<br />
which are valid throughout the company apply as a basis<br />
of the actions for the risk awareness.<br />
»»<br />
The statements in the sections “financial position“ and<br />
“financial management risks“ of this report apply to the<br />
field of financial instruments. In addition, the risks with<br />
operating results and liquidity of the financial assets are<br />
depicted in the form of an early recognition system. The<br />
main elements hereby are a more detailed monthly reporting<br />
system about all essential balance sheet and profit<br />
and loss positions, quarterly risk management report,<br />
regular audit talks on site in the holding companies, an<br />
organisation manual which is valid group-wide as well as<br />
obligatory, direct communication channels of the managing<br />
directors of the holding companies with the Management<br />
Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in all essential matters.<br />
Internal control and risk management system<br />
with regard to the accounting process<br />
An essential point for the avoidance of risks, particularly<br />
in the accounting and financial reporting, is the internal<br />
control system. This comprises the following features:<br />
−−<br />
The management and corporate structures are clearly<br />
defined in the <strong>Uzin</strong> <strong>Utz</strong> Group. Cross-sector key functions<br />
are controlled centrally through <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>,<br />
whereby the individual subsidiaries have at the same<br />
time a high level of independence.<br />
−−<br />
The essential functions in the accounting process –<br />
bookkeeping, financial accounting and accounting as<br />
well as controlling – are clearly separated. Areas of responsibility<br />
are clearly allocated hereby.<br />
40
−−<br />
There are adequate guidelines (e.g. group accounting<br />
guidelines, travelling expenses guidelines, etc.), which<br />
are updated regularly.<br />
−−<br />
The used financial systems are protected by corresponding<br />
authorization concepts and entry restrictions<br />
against unauthorized accesses as far possible.<br />
−−<br />
The used financial systems are essentially based on the<br />
SAP standard. The user programme Excel from the MS<br />
Office package as well as Business Warehouse from<br />
the SAP package are used for the presentation and for<br />
further evaluations.<br />
−−<br />
Received or forwarded bookkeeping data are examined<br />
regularly for completeness and accuracy. Programmed<br />
plausibility checks take place by the used software.<br />
»»<br />
The control system with regard to the accounting process<br />
is designed to the extent that a correct entry of all<br />
business processes or transactions in the bookkeeping is<br />
guaranteed in real time. Changes to the laws, accounting<br />
standards and other publications are continuously analysed<br />
with regard to the relevance and implications on the<br />
consolidated financial statements and the thus resulting<br />
changes adjusted in the group-internal guidelines and systems.<br />
The process of the group accounting is controlled<br />
by the central sector group controlling at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />
»»<br />
The group companies prepare their financial statements<br />
locally and send these through a group-wide standard<br />
defined data model. The group companies are responsible<br />
for the compliance with the guidelines and processes<br />
which are valid group-wide as well as the proper and<br />
timely flow of their accounting-related processes and<br />
systems. In the whole accounting process the local companies<br />
are supported by central contacts. Based on the<br />
data of the subsidiaries included in the group of consolidated<br />
companies the consolidated arithmetic units are<br />
created centrally. Manual audits are regularly carried out<br />
by the group controlling during this process in order to<br />
ensure the plausibility of the transmitted as well as the<br />
consolidated data.<br />
»»<br />
Business processes both of the subsidiaries as well as<br />
the central units are regularly audited for appropriateness,<br />
cost-effectiveness, efficiency and security by internal<br />
audits. The audit results are reported directly to the<br />
Management Board.<br />
»»<br />
The aim of our risk management and our internal control<br />
system is to ensure the effectiveness of the business<br />
activity and appropriateness with the corresponding statutory<br />
regulations.<br />
»»<br />
The majority of the described risks also offer the group<br />
opportunities at the same time. Owing to its size, the market<br />
position and the already described internal factors<br />
for success the group can and will also continue to take<br />
advantage of commercially useful market opportunities<br />
which offer themselves in order to win further market shares.<br />
The opportunities, which are offered by strategically<br />
useful company take-overs, are hereby of course also examined<br />
thoroughly and if applicable realised.<br />
»»<br />
In particular the<br />
−−<br />
environment and industry risks,<br />
−−<br />
the product risks,<br />
−−<br />
the financial risks and<br />
−−<br />
the investment risks<br />
»»<br />
offered and offer excellent possibilities owing to their<br />
validity for all market players in conjunction with the high<br />
standards of the group in the fields of product quality, service<br />
and logistics concept. Unique selling propositions in<br />
these sectors are offered to the group owing to its competences<br />
in the field of floors, which are not available to<br />
the competition in this extent. Thus, the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
can position itself on the market with a high quality and<br />
innovation. The group will take advantage of these opportunities<br />
in order to expand the relationships to existing customers<br />
and additionally win new customers. Unique technical<br />
consultancy competences as well as deliveries almost<br />
throughout Europe within 48 hours are in addition to the<br />
mentioned high quality of the produced products the cornerstones<br />
of a sustainable success and an optimum use of<br />
opportunities which are offered. With regard to concrete<br />
opportunities and risks of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> or the <strong>Uzin</strong> Group<br />
reference is also made to the following forecast report.<br />
41
Forecast <strong>Report</strong><br />
Future basic conditions<br />
The plus in demand in the building industry of 4.2% in the<br />
closed year proves that the industry is growing despite the<br />
crisis. The building industry did in fact substantially lose in<br />
momentum towards the end of the year – the incoming<br />
orders fell by 6.6% in December on a comparison of the<br />
year – seen throughout the year the building industry can<br />
however look back at a plus in revenue of 0.5%. Despite<br />
the downturns towards the end of the year the mood of<br />
the companies towards 2013 is optimistic. This is above<br />
all a result of the eased position with orders, with which<br />
the first months in the new year are already covered. The<br />
central association of the German building trade considers<br />
a growth in revenue in this year of 2% to be possible.<br />
»»<br />
The building industry in Germany is looking ahead optimistically<br />
after a difficult fourth quarter in <strong>2012</strong>. We intend<br />
to continue to focus on our strengths in future and<br />
to thus further expand our edge compared with the competition.<br />
The geographical diversification and our intensive<br />
research will further reduce our dependency on certain<br />
markets and secure rising operating results for us in<br />
future. With our unique quality and the proximity to our<br />
customers we have powerful unique selling propositions<br />
on our side. This way we concur with the opinion of the<br />
building industry and look full of expectations and optimistically<br />
to 2013 and beyond.<br />
»»<br />
Below we will look in more detail at the development<br />
of the most essential segments for the <strong>Uzin</strong> <strong>Utz</strong> Group.<br />
»»<br />
The forecasts for the Eurozone for 2013 can be seen<br />
as follows: France’s GDP has not changed in the last three<br />
quarters. Throughout the whole year of <strong>2012</strong> it remained<br />
at 0.1% economic growth. As despite a high level of national<br />
debt and budget deficit the recession has not occurred<br />
so far France can look with cautious optimism at 2013.<br />
The interest for our neighbours is low despite the reduction<br />
in the creditworthiness. Problematic in France are the<br />
development of the labour market and the competitiveness<br />
of French products both on a national as well as international<br />
level. The building industry is suffering under the<br />
economic problems and the savings measures from Paris.<br />
Should the government successfully be able to assert the<br />
planned economic stimulus packages after the phase of<br />
re-orientation and the inactivity an increase in the GDP<br />
beckons of 0.3%. A recovery in demand is expected from<br />
2014. Austria’s economy cooled down further and further<br />
over the course of the year. Nevertheless, a forecast economic<br />
growth of 0.8% can be expected in <strong>2012</strong>. From the<br />
second half-year of 2013 the Austrian economy should<br />
get back on track again and feature economic growth of<br />
1.0%. Opportunities exist in any case in the building industry<br />
by a growth of 10% in structural engineering and<br />
2% in civil engineering. Italy is stuck in a deep recession.<br />
A fall in the GDP by 2.3% is expected for <strong>2012</strong>. This will<br />
also have implications on the building investments, which<br />
are currently at the level of the 70s. According to forecasts<br />
of Istat the GDP will also shrink in the coming year<br />
(-0.5%). As of the end of the year the Netherlands also had<br />
to struggle with the recession. However the prospects are<br />
positive for 2013 and economic growth of 1.3% is expected.<br />
The potential for the building industry also lies above<br />
all in energy-efficient building in the Netherlands. The<br />
domestic market in Spain is also paralysed owing to the<br />
high unemployment and the policies of economic measures<br />
for saving of the government. The GDP is expected<br />
to shrink by 1.6%. The building volume is expected to fall<br />
by 8% in 2013. A change in the trend is expected in 2014<br />
at the earliest. Belgium can only expect slight growth in<br />
2013. On the other hand the country remains one of the<br />
most stable economies in Europe. Impulses for growth in<br />
the building sector are above all forecast with renovation<br />
and restoration. Possibilities are offered here above all<br />
for German small- and medium-sized enterprises. Portugal<br />
continues to be stuck in a deep recession. The country<br />
is not expected to record moderate economic growth<br />
again until 2014. The World Bank forecasts for 2013 a fall<br />
in the economy in the Eurozone by 0.1%. In 2014 the economy<br />
is expected to then grow by 0.9%. The climax of<br />
the financial crisis is thus overcome. The annual inflation<br />
rate in the Eurozone in December <strong>2012</strong> was 2.2% and<br />
thus 0.5% lower than in the previous year. According to<br />
the Director of the European Central Bank, Jörg Asmussen,<br />
the inflation rate in this year is expected to be less<br />
than 2%. The financial crisis is thus not expected to have<br />
any implications on the currency devaluation.<br />
»»<br />
Great Britain is also suffering under the financial crisis,<br />
however was able to feature a growth of 1% in the<br />
3rd quarter of the closed year, after a recession which lasted<br />
for two quarters. Nevertheless the best grade of AAA<br />
of Moody’s was withdrawn from Great Britain in February<br />
2013 and the credit rating of the country reduced to<br />
AA1. This was due to the bad prospects for growth of the<br />
economy. The English economy is only expected to find<br />
its way back to the level of before the crisis in 2014. This<br />
will also have implications for the building industry, which<br />
42
is suffering under the savings programme of the government.<br />
Oxford Economics nevertheless considers a growth<br />
of 3% to 4% to be possible.<br />
»»<br />
Switzerland distinguishes itself positively from its neighbours<br />
in the EU. The GDP grew by 1% in <strong>2012</strong> and is expected<br />
to grow by 1.4% this year. The industry and tourism<br />
however are suffering under the strong currency. <strong>2012</strong> was<br />
a successful year for the building industry. It profits above<br />
all from the strong domestic economy and the good<br />
financing conditions. The new residential building sector<br />
is also expected to grow strongly in 2013, due to the second<br />
residence initiative.<br />
»»<br />
Both Norway as well as Sweden were able to record economic<br />
growth for <strong>2012</strong>. Norway’s GDP grew by 3%, that of<br />
Sweden by 1%. The strong export dynamics of Norway will<br />
slow down in 2013 due to the paralysing global economy,<br />
and the economic growth is expected to be between 2%<br />
to 3%. Sweden’s economy is expected to grow stronger<br />
again this year and follow on from the years 2011/<strong>2012</strong>.<br />
Norway can hope for a growth in all building segments<br />
in 2013. The building investments are expected to grow<br />
by 4.5 to 5.5 per cent. The new residential building sector<br />
in Sweden fell sharply in <strong>2012</strong>. It is expected to recover<br />
again this year and feature a weak plus.<br />
»»<br />
In the segment Western Europe we are hoping for a<br />
further easing of the tension of the crisis. The optimistic<br />
attitude and the upwards trends at the beginning of the<br />
year offer the opportunity to take advantage of the slowly<br />
occurring economic growth and allow the hope for increasing<br />
investments. We intend in future to increasingly show<br />
engagement in Western European neighbouring countries<br />
in order to thus press further ahead with the diversification<br />
and to reduce the dependency on the German market.<br />
Should the crisis have already bottomed out rising sales<br />
can be expected in these countries.<br />
»»<br />
Poland’s economy also grew by 2% in <strong>2012</strong> and is also<br />
expected to grow between 1.5 and 2% this year. The foreign<br />
trade continues to be the carrier of this positive development<br />
and compensates for the weakening private<br />
consumption. Unfortunately the positive economic<br />
growth does not have an effect on the building industry,<br />
which since the end of the European Championships has<br />
to struggle with a fall in building permits. This is above<br />
all due to the strict regulations for the granting of loans<br />
and problems on the labour market. After a difficult year<br />
in <strong>2012</strong> the Czech Republic cannot hope for any improvement.<br />
Low public investments and consolidation measures<br />
of the government are slowing the domestic economy<br />
down and having negative effects on the building industry.<br />
The GDP fell by 1% in <strong>2012</strong> and is expected to just<br />
rescue itself in positive regions this year. Hungary is continuing<br />
to suffer under an increased tax burden for companies<br />
and banks as well as a weak domestic demand due<br />
to the low purchasing power of the population. The OECD<br />
doubts economic growth for Hungary in 2013. At the same<br />
time the high inflation rate and the high wage unit costs<br />
are having a negative influence on economic growth. The<br />
building industry in Hungary is in a crisis and no improvement<br />
can be seen so far. Hardly any major building projects<br />
are available. A small ray of light is the residential real estate<br />
index and the new building plans of private persons,<br />
which have recovered slightly. The Slovakian economy is<br />
supported by the automotive industry. A growth in GDP<br />
of2.5% was thus possible in <strong>2012</strong> and the economy is also<br />
expected to grow by 2.1% in 2013. However, new statutory<br />
decisions are inhibiting the willingness to make investments<br />
in the country. At the same time many industries<br />
are also suffering from a crisis. Thus, also the building industry,<br />
which could no longer record any growth for four<br />
years. A recession in the industry is also expected in 2013.<br />
Greece is suffering from a deep recession just as Portugal.<br />
A fall in the economy from 4.5% for <strong>2012</strong> is forecast for<br />
Greece. Economic growth is also expected in 2014 again<br />
at the earliest here. Slovenia is also struggling with the<br />
crisis. A fall in the GDP in <strong>2012</strong> of 2% and in 2013 of approx.<br />
1.5% speak in favour of a longer recession. If the initiated<br />
reforms of the country begin to show an effect an<br />
aggravation of the crisis could be avoided. The building industry<br />
is suffering under a surplus in offers of apartments<br />
and insolvencies of construction companies. Romania is<br />
the beacon of hope for many German trading companies.<br />
The GDP did in fact grow with around 0.3% in <strong>2012</strong> less<br />
than forecast, however there is a need for investments<br />
throughout all industries. The GDP is thus expected to<br />
grow by 1.5% in 2013. Many opportunities are offered in<br />
the building sector by the building of infrastructure and<br />
major projects such as the airport building in Brasov and<br />
the expansion of the underground in Bucharest.<br />
»»<br />
In the segment South Eastern Europe an improvement<br />
in the economic situation is foreseeable from 2014. In Romania<br />
there is potential, which we would like to take advantage<br />
of by increased sales and distribution activities.<br />
The investments in the segment are supported by opportunities<br />
for yield in the longer term.<br />
43
»»<br />
According to the forecasts the Baltic States (Latvia, Estonia,<br />
Lithuania) will also successfully defend themselves<br />
against the financial crisis this year and according to Germany<br />
Trade & Invest (Gtai) can expect a growth in the<br />
GDP of more than 3%.<br />
»»<br />
The budget dispute between the Republicans and Democrats<br />
in the USA ensured drastic cuts with the state<br />
spending of the country as of the first of March owing to<br />
an automatism in the law. Nevertheless, a real growth in<br />
the economy of around 2% is expected for 2013, as well<br />
as for <strong>2012</strong>. However, due to the economic uncertainty the<br />
investments of the private sector are sluggish. Nevertheless<br />
the building investments in the USA will increase again<br />
for the first time since 2006. Above all the private residential<br />
building is blooming and is having the effect as driving<br />
force of the building industry. The group sees possibilities<br />
and potential in the USA to decisively expand its revenues.<br />
The environment for building investments is favourable<br />
and the <strong>Uzin</strong> <strong>Utz</strong> Group position itself by the higher<br />
quality of the products compared with the competition.<br />
»»<br />
The Chinese economic growth slowed down in the last<br />
year. A growth in the GDP of 7.7% is expected for <strong>2012</strong>.<br />
The growth is expected to exceed 8% again in 2013. China<br />
is and thus remains one of the most important markets<br />
for the German suppliers. The building industry is impaired<br />
by the cooling economy. Nevertheless, the growth<br />
of the industry is expected to be 10% in the last year. In<br />
2013 the growth depends on the realisation of the infrastructure<br />
projects of the government. China still offers<br />
unique pre-requisites and massive possibilities in the building<br />
sector worldwide.<br />
»»<br />
On the whole the business forecast which is expected<br />
for the building trade is positive for 2013. Decisive is however<br />
the further development of the Euro crisis. Should the<br />
trend continue the crisis could have bottomed out already<br />
and slow growth occur both in the EU as well as worldwide<br />
in 2013. The building projects in Europe are expected<br />
to fall by 0.4% in 2013. A stable employment level is<br />
forecast with possibilities for growth of 2% in the main<br />
German building trade. Increased investments in assets<br />
such as for example real estate, result from lower interest<br />
rates, threatened price increases and major uncertainties<br />
owing to the development in the Euro-Zone. The increased<br />
willingness to invest of the companies in Germany<br />
and a high overseas demand also contribute to a favourable<br />
environment, from which almost all skilled trade<br />
group can profit.<br />
Future development of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
The focus on our strengths should secure our future success.<br />
Our orientation with the concentration on the 4 Cs:<br />
Core customers, core competence, core benefits and core<br />
market continues to form the strategic framework. We<br />
feel obliged to act in the interest of our core customer,<br />
the professional tradesman, and to assume responsibility<br />
for him. We see our special strength in the daily, close<br />
relationship to our tradesmen. We learn from this and it<br />
helps us to continue to further improve our core competence<br />
and thus, according to our conviction, offer the best<br />
solutions for our customers. The quality of our products<br />
and the service for the customer account for the core benefits<br />
for us. The core market is defined as a market for<br />
premium solutions all relating to floor laying with the focus<br />
on Europe and North America.<br />
»»<br />
Money is still being spent for renovations and building<br />
projects in Germany. The continued existing uncertainty on<br />
the investment markets and the low interest rates should<br />
also favour the building trade in future. However, in view<br />
of the weak economies in several neighbouring European<br />
countries the group continues to remain cautious and attentive.<br />
Nevertheless the <strong>Uzin</strong> <strong>Utz</strong> Group actively operates<br />
on the market with target-oriented investments creates<br />
the pre-requisite for a successful future of the group.<br />
»»<br />
From today’s point of view and according to today’s<br />
status of knowledge the following estimate of the future<br />
development of the company appears realistic:<br />
»»<br />
Supported by the slowly recovering economic development<br />
the group is expecting two further successful fiscal<br />
years in 2013 and 2014. Within the framework of the<br />
long-term growth strategy the international expansion<br />
will continue to be pressed ahead with. The efforts to sell<br />
and distribute our products in America are to be reinforced<br />
and focussed by the building of a production location. At<br />
the same time we see good opportunities to increase the<br />
sales of existing trademarks in order to thus reduce the<br />
dependency on the UZIN trademark. Western Europe and<br />
Germany continue to represent the core markets. Stability<br />
and further growth are forecast here. In Southern and<br />
Eastern Europe the situation remains critical. An economic<br />
upswing is expected in 2014 at the earliest here.<br />
»»<br />
The year 2013 will be marked by investments for the<br />
group. In addition to the already mentioned projects in the<br />
Netherlands and the USA the WOLFF trademark and Hermann<br />
Frank GmbH will be amalgamated at one location.<br />
The new production plant will be built in Ilsfeld, Bustadt-<br />
44
East, Baden-Württemberg. The aim of the building is to<br />
amalgamate the company and the trademark at one location<br />
and to thus create synergy effects in the production<br />
and development of machines for the professional floor<br />
layer. This will result in a faster production and better logistics.<br />
In the end the customer will therefore profit from a<br />
faster delivery. 65 jobs will be created in the region by the<br />
complex with a size of 6,000 square metres. 10 of which<br />
are places for apprenticeships. In addition more space is<br />
available by the new building for the further expansion of<br />
our machine sector for floor laying work.<br />
»»<br />
The motto for 2013 is the focus on growth, profitability<br />
and on our suppliers. We intend to focus on our strengths<br />
and concentrate on the aspects which are important and<br />
valuable for our company. The training and further training<br />
of our employees will continue to play a supportive role.<br />
»»<br />
In order to satisfy our ambitious growth targets we<br />
additionally intend to continue the diversification – both<br />
on a regional as well as on product level. We will achieve<br />
this by the expansion overseas and the reinforcement<br />
of the trademarks codex, Pallmann and WOLFF. We will<br />
this way counteract the dependency on a few markets and<br />
trademarks. The financial crisis has shown that strong dependencies<br />
means risks. From a regional point of view we<br />
see major potential for our company in France, Asia and<br />
the USA in future.<br />
»»<br />
We could not yet fully satisfy our demand to transfer<br />
increasing revenues into higher results. With a structural<br />
and focussed cost management we begin at this point with<br />
concrete measures in 2013 and 2014. The prices for raw<br />
materials were stable in the period under review. There<br />
were indications of price increases at the end of the year.<br />
Owing to the expected recovery in the world economy<br />
the prices for raw materials should also increase slightly<br />
again in 2013. Therefore, the focus for us is placed on the<br />
maintenance of generally permanent and reliable relationships<br />
to the existing suppliers. In order to guarantee a<br />
substantial increase in the supply security and a better basis<br />
for negotiations towards suppliers we begin at the adjusting<br />
lever of a deliberate setting up of alternative procurement<br />
sources.<br />
»»<br />
The <strong>Uzin</strong> <strong>Utz</strong> Group is equipped with a comfortable<br />
liquidity. The overdraft facilities were increased in the<br />
group in <strong>2012</strong> despite hardly being used. With this very<br />
good starting position and the further improved pre-requisites<br />
the group is in the position to make future-oriented<br />
investments in 2013 and to take advantage of entrepreneurial<br />
leeway. The professional financial and risk<br />
management optimises the cash flows and limits and monitors<br />
the existing financial risks, which arise by interest<br />
rates, currencies and raw materials. Both financing as well<br />
as processing costs are reduced and the permanent solvency<br />
thus ensured.<br />
45
Other Disclosures<br />
including addendum <strong>Report</strong><br />
<strong>Report</strong>ing according to § 289 Par. 4 HGB [German<br />
Commercial Code] or § 315 Par. 4 HGB<br />
Composition of the subscribed capital<br />
The subscribed capital of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in the amount of<br />
KEUR 15,133 is divided into 5,044,319 individual share certificates<br />
denominated in the holder’s name (ordinary shares),<br />
which respectively grant the same rights, in particular<br />
the same voting rights. There are no different classes<br />
of shares. An individual share certificate corresponds with<br />
a calculable share of the capital stock of EUR 3.00 each.<br />
Restrictions to voting rights and assignment<br />
There are neither statutory provisions, nor provisions according<br />
to the statutes, which restrict the voting rights or<br />
the assignment of shares. The Management Board is not<br />
aware of any restrictions, which relate to the voting rights<br />
or the assignment of shares.<br />
Participations of more than 10% of the capital<br />
Direct or indirect participations in the capital stock, which<br />
exceed 10% of the voting rights exist in the capital stock<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> according to the knowledge of the Management<br />
Board and based on the notifications under securities<br />
law received by the company. Further details in<br />
this respect are explained in the notes under “disclosures<br />
according to § 160 Par. 1 AktG“ [German Companies Act].<br />
Shares with special rights<br />
There are no shares with special rights, which grant control<br />
authorizations.<br />
Voting right control with employees’ participation<br />
The Management Board is not aware that employees participate<br />
in the capital of the company, who do not directly<br />
exercise their control rights.<br />
Appointment and recall of Management Board<br />
members and amendments to the statutes<br />
The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> consists of one<br />
or several persons; this applies irrespective of the amount<br />
of the capital stock. The number of members of the Management<br />
Board is determined by the Supervisory Board.<br />
The appointment and recall of the members of the Management<br />
Board are carried out according to the statutory<br />
provisions of §§ 84 and 85 AktG. With the exception<br />
of a substitute appointment by the court the Supervisory<br />
Board is solely responsible for the appointment and recall<br />
of Management Board members. It shall appoint Management<br />
Board members for a maximum of 5 years. A<br />
repeated appointment or extension to the period of office,<br />
respectively for a maximum of 5 years, is permitted.<br />
The Supervisory Board can appoint a chairman and a deputy<br />
chairman of the Management Board.<br />
»»<br />
In line with the regulations of the German Corporate<br />
Governance Code the maximum possible duration of appointment<br />
of 5 years is not the rule with first appointments.<br />
The amendment to the statutes will comply with<br />
the regulations of § 179 AktG as well as of § 18 of the<br />
statutes. Accordingly the Supervisory Board is entitled to<br />
make amendments to the statutes, which only refer to the<br />
version. The passing of a resolution by the <strong>Annual</strong> General<br />
Meeting is not required. This shall in particular apply<br />
to amendments to statutes after the full or partial execution<br />
of the increase in the capital stock.<br />
Authorizations of the Management Board to issue<br />
and repurchase shares<br />
The Management Board is authorized to increase the capital<br />
stock of the company one-time or several times by<br />
up to a total of KEUR 3,000 by issuing new ordinary shares<br />
without a nominal value, which are entitled to vote, and<br />
are denominated in the holder’s name (individual share<br />
certificates) (approved capital I) during the time until 11<br />
May 2014 with the approval of the Supervisory Board. The<br />
capital increases can be carried out against cash contributions<br />
and/or contributions in kind.<br />
»»<br />
The Management Board is further authorized to increase<br />
the capital stock of the company one-time or - in<br />
partial amounts – several times by up to a total of KEUR<br />
3,400 – by issuing new ordinary shares without a nominal<br />
value, which are entitled to vote, and are denominated in<br />
the holder’s name (individual share certificates) (approved<br />
capital II) during the period of time until 16 May 2016 with<br />
the approval of the Supervisory Board. The capital increases<br />
can be carried out against cash contributions and/or<br />
contributions in kind.<br />
»»<br />
The Management Board is further authorized, with the<br />
approval of the Supervisory Board, to exclude the statutory<br />
subscription right of the shareholders for the following<br />
cases:<br />
−−<br />
for the top amounts produced owing to the subscription<br />
relationship;<br />
−−<br />
for a capital increase against contributions in kind for the<br />
acquisition of companies or of participations in compa-<br />
46
nies if the acquisition of the company or the participation<br />
is in the well-understand interest of the company;<br />
−−<br />
if the capital increase is carried out against cash contributions<br />
and the issue amount of the new shares does<br />
not substantially within the meaning of §§ 203 Par. 1<br />
and 2, 186 Par. 3, S. 4 AktG fall short of the stock exchange<br />
price of the already listed shares of the same<br />
class and provisions at the time of the final stipulation<br />
of the issue amount by the Management Board and on<br />
the pro rata amount of the capital stock, relating in total<br />
to the new shares issued under the exclusion of the<br />
subscription right according to § 186 Par. 3, S. 4 AktG,<br />
or neither at the time when this authorization becomes<br />
effective, nor at the time when it is exercised exceeds<br />
10% of the capital stock of the company. Those shares<br />
are to be offset against this limitation, which during<br />
the term of this authorization by exploiting another<br />
authorization applicable or decided at the time<br />
when this authorization becomes effective are sold or<br />
submitted as own shares under the simplified exclusion<br />
of subscription right according to §§ 71 Par. 1, No.<br />
8, 186 Par. 3, S. 4 AktG.<br />
»»<br />
The Management Board is further authorized with regard<br />
to the approved capitals I and II, with the approval of<br />
the Supervisory Board, to determine a start of the profit<br />
entitlement deviating from the law as well as the further<br />
details of a capital increase and its execution, in particular<br />
to fix the issue amount and the remuneration which<br />
is to be paid for the new shares.<br />
»»<br />
It further applies to the approved capital I that the<br />
Management Board is authorized, with the approval of<br />
the Supervisory Board, to determine the granting of the<br />
subscription right by way of an indirect subscription right<br />
according to § 186 Par. 5 AktG.<br />
»»<br />
The <strong>Annual</strong> General Meeting of the company authorized<br />
the company on 11 May 2010 to acquire own shares<br />
by 10 May 2015 with a total scope of up to 10% of<br />
the capital stock existing at the time when the resolution<br />
is passed for other purposes than the trade in own<br />
shares. The acquisition may only be carried out through<br />
the stock exchange or by means of a public purchase offer<br />
directed at all shareholders and only exercised in line<br />
with § 71 AktG. Further statements in this respect can be<br />
seen from the notes.<br />
»»<br />
The authorizations of the Management Board presented<br />
above for the issue of new shares from the approved<br />
capitals I and II should place the Management Board in the<br />
position to cover a possible arising need for capital flexibly,<br />
at a reasonable price and in real time and depending on<br />
the market position to use attractive financing possibilities.<br />
By the possibility in an individual case to all pay for<br />
the acquisition of companies or of participations in companies<br />
by issuing shares of the company to the seller, the<br />
company can carry out an expansion without encumbering<br />
its liquidity. The authorization for the acquisition and<br />
for the use of own shares made it possible for the company<br />
to in particular also offer institutional or other investors<br />
shares of the company and/or to extend the group of<br />
shareholders of the company as well as to issue the acquired<br />
own shares as consideration for the acquisition of<br />
companies, company participations or within the framework<br />
of company amalgamations. The approved capitals<br />
and the authorization for acquisition of own shares concern<br />
regulations, which are customary at listed companies<br />
which are comparable with the company and do not<br />
serve the purpose of making possible attempts at takeover<br />
more difficult.<br />
Essential agreements of the company with socalled<br />
Change-of-Control clauses<br />
There are no agreements of the company, which are subject<br />
to the condition of a change in control as a result of<br />
a take-over offer.<br />
Compensation agreements of the company<br />
There are no compensation agreements of the company,<br />
which have been reached for the event of a take-over offer<br />
with the members of the Management Board or the<br />
employees.<br />
»»<br />
During the period under review there was no reason<br />
for the Management Board to deal with questions of a<br />
take-over or with special features with the disclosures<br />
which are to be made according to the take-over guidelines<br />
– implementation act. Further explanations beyond<br />
the afore-mentioned disclosures and the disclosures in the<br />
management report or consolidated management report,<br />
are therefore not necessary from the point of view of the<br />
Management Board.<br />
47
Remuneration report according to § 289 Par. 2<br />
No. 5 HGB or § 315 Par. 2 No. 4 HGB<br />
Remuneration of the Management Board:<br />
The remuneration system of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is based on the<br />
principles of the service- and results orientation and represents<br />
a corporate culture of service and consideration.<br />
The total remuneration of the Management Board comprises<br />
components which are not dependent on performance<br />
and performance-based components. The remuneration<br />
which is not dependent on performance consists of<br />
a fixed amount and payments in kind. The performancebased<br />
remuneration components include annually recurring<br />
components, tied to the operating results of the<br />
ordinary business activities (EGT) according to IFRS consolidated<br />
financial statements of the company and variable<br />
components oriented to the long-term.<br />
»»<br />
Criteria for the appropriateness of the remuneration are<br />
in particular formed by the tasks of the respective Management<br />
Board member, his personal performance, the performance<br />
of the whole Management Board, the economic<br />
position, the success and the future prospects of the company<br />
by taking the market environment into consideration<br />
as well as the customary nature of the amount of the<br />
remuneration and the remuneration structure based on<br />
the wage and salary structure in the company as well as<br />
other companies of a comparable size and industry. The<br />
remuneration structure is oriented to a sustainable corporate<br />
development. The employment contracts of the<br />
Management Board members include with regard to an<br />
essential part of the variable remuneration components<br />
a multi-year computation base and regulations according<br />
to which a reasonable reduction in the salaries is permitted<br />
the position of the company deteriorates to such an<br />
extent that a continued granting of the salaries would be<br />
inequitable. The variable remuneration components are<br />
moreover capped at a maximum amount.<br />
»»<br />
The total remuneration of the Management Board in<br />
the fiscal year <strong>2012</strong> amounted to a total of KEUR 1,223;<br />
thereof fix KEUR 601 and KEUR 622 performance-based.<br />
Included in the total salaries of the Management Board<br />
are KEUR 25 for the benefit of a contribution-oriented retirement<br />
pension plan.<br />
»»<br />
An individualised publication of the Management Board<br />
salaries is waived according to the resolution of the <strong>Annual</strong><br />
General Meeting of 17 May 2011 up to and including<br />
the fiscal year 2015.<br />
»»<br />
The other salaries essentially consist of the reimbur-<br />
sement of expenses, the provision of a company car and<br />
of insurance premiums for a legal protection and financial<br />
loss liability insurance (D&O insurance). An excess within<br />
the meaning of § 93 Par. 2 AktG has been agreed for the<br />
D&O insurance of the Management Board members.<br />
»»<br />
In order to maintain a reasonable standard of provisions<br />
during retirement a Management Board member receives<br />
a retirement pension after attaining the age of 65,<br />
however no earlier than after the termination of his activity<br />
on the Management Board. With a premature start<br />
of the pension payments the amount will be reduced accordingly.<br />
The entitlement exists life-long. The pension<br />
adjustment is oriented to the salary collective wage agreement<br />
for employees of the chemical industry in Baden-Württemberg.<br />
A provision in the amount of KEUR<br />
936 (880) was formed for future pension obligations towards<br />
the Management Board.<br />
»»<br />
For the other Management Board member parts of his<br />
total salaries will be paid into a benevolent fund within the<br />
framework of the conversion of remuneration. Moreover,<br />
a former Management Board member shall receive payments<br />
from a benevolent fund, which were endowed by<br />
remuneration conversions during his active work. In <strong>2012</strong><br />
a retirement pension was paid of KEUR 8 (8).<br />
Remuneration of the Supervisory Board:<br />
The remuneration for the Supervisory Board members is<br />
regulated in § 11 of the statutes of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, which was<br />
changed for the last time by resolution of the <strong>Annual</strong> General<br />
Meeting of 6 May 2008. The remuneration is accordingly<br />
composed of a fixed and two variable components.<br />
»»<br />
The fixed annual remuneration amounts to EUR 6,000,<br />
the chairman shall receive 2.5 times the amount. In addition,<br />
each member of the Supervisory Board receives a bonus<br />
of EUR 100 for each EUR 0.01 dividend, which is distributed<br />
to the shareholders in excess of EUR 0.50 per individual<br />
share certificate for the closed fiscal year as well as an annual<br />
remuneration based on the long-term success of the<br />
company in the amount of EUR 100 per EUR 50,000 of the<br />
results of the ordinary business activities (EGT) according<br />
to the IFRS consolidated financial statements of the company,<br />
which on average of the closed and the two previous<br />
fiscal years (“comparable period of time“) exceeds an<br />
EGT of EUR 10,000,000.<br />
»»<br />
Supervisory Board members, who did not belong to the<br />
Supervisory Board during a full fiscal year, shall receive the<br />
remuneration in line with the duration of their member-<br />
48
ship on the Supervisory Board. The fixed remuneration is<br />
respectively payable after expiry of a fiscal year, the variable<br />
remuneration is payable on the day after the resolution<br />
for the appropriation of the profits of the <strong>Annual</strong> General<br />
Meeting for the respective fiscal year.<br />
»»<br />
Further the company grants the Supervisory Board members<br />
reasonable insurance cover against assertion of a claim<br />
under civil and criminal law including the respective costs of<br />
the legal defence in connection with exercising their mandates;<br />
corresponding legal protection and financial loss liability<br />
insurance (D&O insurance) will be concluded in this<br />
respect for the benefit of the Supervisory Board members.<br />
»»<br />
The members of the Supervisory Board further receive<br />
reimbursement of all expenses as well as reimbursement<br />
of the value added tax which is possibly to be paid on their<br />
remuneration and expenses.<br />
»»<br />
Neither the Management Board, nor Supervisory Board<br />
has received stock options or comparable remuneration<br />
components.<br />
»»<br />
The Supervisory Board chairman and the Supervisory<br />
Board member Dr. Rainer Kögel belong to the law firm<br />
Hennerkes, Kirchdörfer & Lorz as partners. The law firm<br />
was paid a total of KEUR 63 for consultancy services in<br />
the fiscal year <strong>2012</strong>.<br />
Declaration relating to the company management<br />
according to § 289a HGB<br />
The Management Board and Supervisory Board of <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> have submitted the compliance statement for<br />
the Corporate Governance Code according to § 161 AktG.<br />
The statement can be called in the Corporate Governance<br />
report or on our homepage www.uzin-utz.de (Investor<br />
Relations – Corporate Governance – compliance<br />
statement 2013).<br />
»»<br />
The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> runs the company<br />
and the group at its own responsibility. It is hereby<br />
bound to the interests of the company and has to act in<br />
the interests of the companies. In addition, it is oriented<br />
to the aim of the sustainable increase in the corporate value.<br />
As an international company <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is aware of<br />
the responsibility to operate in line with legal, social and<br />
ethical concerns from an entrepreneurial point of view. In<br />
addition, a system of values exists, which is valid both for<br />
the Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> as well as for the<br />
employees. You can refer to our homepage www.uzin-utz.<br />
de (the group – our values) for the corresponding contents<br />
of this system of values.<br />
»»<br />
In addition, the statements relating to the Corporate<br />
Governance report are part of the declaration relating to<br />
the company management. For these you can refer to our<br />
homepage www.uzin-utz.de (Investor Relations – declaration<br />
relating to the company management).<br />
»»<br />
The declaration relating to the company management<br />
which is to be submitted according to § 289a HGB is presented<br />
in the following Corporate Governance report.<br />
The Corporate Governance report is part of the declaration<br />
relating to the company management. You can find<br />
these on our homepage www.uzin-utz.de (Investor Relations<br />
– declaration relating to the company management)<br />
Corporate Governance report<br />
Since 2002 the German Corporate Governance code<br />
(DCGK) has set itself the aim to make the regulations of<br />
the company management and monitoring, which apply<br />
in Germany, transparent for national and international<br />
investors as well as to regulate the cooperation between<br />
the Management Board and Supervisory Board, in particular<br />
under the aspect of the protection of the shareholders’<br />
interests. The following Corporate Governance report<br />
serves to summarise the essential Corporate Governance<br />
principles, which are decisive for the company management<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>. In compliance with the statutory<br />
regulations <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has in addition submitted a declaration<br />
relating to the management of the company according<br />
to § 289 a HGB.<br />
»»<br />
The Management Board and Supervisory Board have<br />
submitted the statutory compliance statement according<br />
to § 161 AktG, according to which <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> complies<br />
with the recommendations of the German Corporate<br />
Governance Code, with a few exceptions, which are<br />
explained in the compliance statement. The compliance<br />
statement is a part of the declaration relating to the company<br />
management. The Management Board and Supervisory<br />
Board monitor the compliance with the code. The<br />
compliance statement is submitted annually and permanently<br />
made accessible to all shareholders in the Internet.<br />
It can be found under www.uzin-utz.de in the heading Investor<br />
Relations. The compliance statements of the past<br />
5 years are also deposited there.<br />
49
System of values<br />
As an international company the <strong>Uzin</strong> <strong>Utz</strong> Group is aware<br />
of the responsibility to operate in line with legal, social<br />
and ethical concerns from an entrepreneurial point of<br />
view. In addition a system of values exists which is valid<br />
both for the Management Board of the <strong>Uzin</strong> <strong>Utz</strong> Group<br />
as well as for the employees. You can find the corresponding<br />
contents of this system of values on our homepage<br />
www.uzin-utz.de (the group – our values).<br />
Management and corporate structure<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> with registered seat in Ulm is the parent<br />
company of the <strong>Uzin</strong> <strong>Utz</strong> group. The group is composed<br />
of 23 fully consolidated, four pro rata consolidated companies<br />
and a company consolidated at equity. The legally<br />
independent companies operate with own business and<br />
results responsibility.<br />
»»<br />
The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> maintains regular<br />
contact with the managements of the individual<br />
companies. The group companies are supported by <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> partly by financing and currency management as<br />
well as by other cross-group services.<br />
Cooperation of Management Board and<br />
Supervisory Board<br />
Cooperation on a trustworthy basis exists between the<br />
Management Board and the members of the Supervisory<br />
Board. The Management Board regularly reports to the Supervisory<br />
Board about the development of the business. A<br />
constructive and continuous exchange is also carried out<br />
with regard to strategy, corporate planning and the profitability<br />
of the company. The deviations of the development<br />
of business from the installed plans and targets will<br />
be looked at in detail by stating the reasons. Documents<br />
which are necessary for decisions, in particular the annual<br />
financial statements, the consolidated financial statements<br />
and the audit report, will be forwarded to the members<br />
of the Supervisory Board in time before the meeting.<br />
»»<br />
You can receive more detailed information concerning<br />
the cooperation in the report of the Supervisory Board.<br />
»»<br />
The Supervisory Board met for four ordinary meetings<br />
in the past fiscal year. You can also refer to the report of<br />
the Supervisory Board for more detailed information relating<br />
to the Supervisory Board meetings.<br />
Management Board<br />
The Management Board of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, consisting of:<br />
»»<br />
Dr. H. Werner <strong>Utz</strong>, CEO, departments:<br />
−−<br />
Strategy<br />
−−<br />
Marketing<br />
−−<br />
Technical product service<br />
−−<br />
Development and product technology<br />
»»<br />
Mr Thomas Müllerschön, departments:<br />
−−<br />
Sales and distribution<br />
−−<br />
Operations and logistics<br />
−−<br />
Controlling, financial accounting and accounting<br />
−−<br />
Group organisation<br />
−−<br />
Human Resources<br />
−−<br />
Central purchasing<br />
»»<br />
runs the company and manages its business. It is<br />
bound to the interest of the company by taking into<br />
consideration the concerns of the shareholders, its employees<br />
and the other groups affiliated with the company<br />
(stakeholder), and obliged to increase the sustainable<br />
enterprise value. It develops the strategic orientation of<br />
the company, coordinates it with the Supervisory Board<br />
and ensures its implementation. The Management Board<br />
ensures the compliance with the statutory provisions<br />
and company-internal guidelines and points out their<br />
compliance by the group companies. It is further responsible<br />
for the annual and multi-year planning of the<br />
company as well as for the preparation of the reports<br />
which are required by law, such as annual or consolidated<br />
financial statements, interim reports and interim<br />
notifications.<br />
»»<br />
The Management Board further ensures a reasonable<br />
risk management and risk controlling as well as a regular<br />
and comprehensive reporting in real time about the<br />
corporate planning, the business development as well<br />
as the risk situation and the risk management to the Supervisory<br />
Board. It pays attention to diversity when filling<br />
management functions in the company and endeavours<br />
to achieve a reasonable consideration of women.<br />
»»<br />
Rules of procedure regulate the distribution of the<br />
business and the cooperation in the Management Board.<br />
»»<br />
Measures and business of fundamental importance<br />
and relevance for the price are reported to the shareholders<br />
and the capital market in time in order to make<br />
the decision-making processes transparent also during<br />
the year and to keep the capital market players sufficiently<br />
informed. Essential business transactions require<br />
the approval of the Supervisory Board.<br />
50
»»<br />
The total remuneration of the individual Management<br />
Board members is stipulated by the Supervisory Board.<br />
It decides upon the remuneration system and checks it<br />
regularly. The total remuneration of the individual Management<br />
Board members is stipulated by the Supervisory<br />
Board based on a performance appraisal. You can find<br />
all other disclosures concerning the Management Board<br />
remuneration in the remuneration report from page 41.<br />
Supervisory Board<br />
The Supervisory Board, consisting of three members, advises<br />
and monitors the Management Board with the management<br />
of the company. The members of the Supervisory<br />
Board are elected by the <strong>Annual</strong> General Meeting.<br />
It discusses the interim reports and interim notifications,<br />
checks and approves the annual as well as the consolidated<br />
financial statements of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />
»»<br />
The rules of procedure of the Supervisory Board, as<br />
part of the monitoring and control process, envisage clear<br />
and transparent processes and structures. The Supervisory<br />
Board has hereby stipulated the information and reporting<br />
obligations of the Management Board in more detail. The<br />
rules of procedure of the Supervisory Board reflect the<br />
recommendations of the German Corporate Governance<br />
code for the Supervisory Board. An intensive, continuous<br />
dialogue between the Supervisory Board and Management<br />
Board is the basis for an efficient company management.<br />
»»<br />
Owing to the size of the Supervisory Board it was so<br />
far not useful to form committees (audit committee, nomination<br />
committee, etc.). <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> does not see any<br />
need for this in future either. The joint Supervisory Board<br />
is active itself in all factual questions and its members<br />
also maintain constant contact outside of the Supervisory<br />
Board meetings, both among each other as well as<br />
with the Management Board, and can react flexibly to all<br />
factual questions.<br />
»»<br />
The Supervisory Board is composed to the extent that<br />
the members have the necessary knowledge, skills and<br />
specialist experience. Training and further training measures<br />
are – insofar as necessary – performed at own responsibility.<br />
The Supervisory Board members are hereby<br />
reasonably supported by the company.<br />
»»<br />
With its proposals for the election of Supervisory Board<br />
members the Supervisory Board orientates itself in addition<br />
to the statutory regulations exclusively to the specialist<br />
and personal suitability of the candidates as well as<br />
to appropriate considerations of usefulness – which pro-<br />
mote the function of the Supervisory Board. This includes<br />
for example the affiliation of members, who have relevant<br />
entrepreneurial experience (cf. in this respect the<br />
statements in the compliance statement relating to code<br />
Subclause 5.4.1). The Supervisory Board refrains from naming<br />
more concrete targets for its composition, especially<br />
as the mere naming of such concrete targets is not necessarily<br />
associated with an improvement in the quality<br />
of the Supervisory Board activity.<br />
»»<br />
With its proposals for election to the <strong>Annual</strong> General<br />
Meeting the Supervisory Board discloses the relationships<br />
of the candidate to the company, the executive bodies of<br />
the company and the essential shareholders involved in<br />
the company if this is considered to be decisive for the<br />
election decision.<br />
»»<br />
Elections to the Supervisory Board last took place in<br />
the <strong>Annual</strong> General Meeting of 6 May 2008. The period<br />
of office of the Supervisory Board is five years, the current<br />
period of office will end with the ordinary <strong>Annual</strong> General<br />
Meeting 2013.<br />
<strong>Annual</strong> General Meeting<br />
The shareholders exercise their rights in the <strong>Annual</strong> General<br />
Meeting and exercise their voting right in this meeting.<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> only has shares which are fully entitled<br />
to voting. One vote is granted for each share. The <strong>Annual</strong><br />
Ordinary General Meeting shall take place within the first<br />
five months of each fiscal year. The agenda for the <strong>Annual</strong><br />
General Meeting including the reports and documents<br />
which are necessary for the <strong>Annual</strong> General Meeting are<br />
published on the website of the company.<br />
»»<br />
The <strong>Annual</strong> General Meeting shall among others decide<br />
about the appropriation of the profits, the discharge<br />
of the Management Board and the Supervisory Board as<br />
well as about the election of the auditor of the financial<br />
statements. Amendments to statutes and capital-changing<br />
measures are exclusively decided by the <strong>Annual</strong> General<br />
Meeting and implemented by the Management Board.<br />
Mere changes to the version of the statutes can be decided<br />
by the Supervisory Board. Shareholders can file countermotions<br />
to proposals for resolutions by the Management<br />
Board and Supervisory Board and contest resolutions of<br />
the <strong>Annual</strong> General Meeting.<br />
»»<br />
In order to facilitate the personal exercising of their<br />
rights <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> makes representatives of voting rights<br />
available to the shareholders who are bound to instructions<br />
for the ordinary <strong>Annual</strong> General Meeting. In the invi-<br />
51
Accounting and risk management, audit of the financial<br />
statements<br />
The consolidated financial statements of the <strong>Uzin</strong> <strong>Utz</strong><br />
Group are prepared according to the principles of the International<br />
Financial <strong>Report</strong>ing Standards (IFRS), the management<br />
report (which is summarised with the consolidated<br />
management report) and the annual financial<br />
statements of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are prepared according to the<br />
regulations of the Commercial Code (HGB).<br />
»»<br />
The existing risk management of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is designed<br />
to discover, record, valuate and control business and<br />
financial risks, to which the company is exposed within the<br />
framework of its activity. The individual elements of the<br />
monitoring system provide reliable information relating<br />
to the actual risk position and support the documentation,<br />
risk examination and remedying of weak points. They<br />
thus contribute to a minimisation of the costs potentially<br />
incurred from the risks. You can find more detailed information<br />
relating to the risk management of the <strong>Uzin</strong> <strong>Utz</strong><br />
Group in the risk report from page 25.<br />
»»<br />
Before submitting the proposal for the election of the<br />
auditor of the financial statements to the <strong>Annual</strong> General<br />
Meeting the Supervisory Board will obtain a confirmatitation<br />
to the <strong>Annual</strong> General Meeting it is explained how<br />
instructions may be given voting the exercising of the voting<br />
rights in the run-up to the <strong>Annual</strong> General Meeting. In<br />
addition, the shareholders are at liberty to be represented<br />
by an authorized agent of their choice. The registration<br />
and legitimation procedures shall comply with the “Record<br />
Date“ procedure, stipulated by law and which is customary<br />
on an international level. The 21st day before the <strong>Annual</strong><br />
General Meeting is deemed as the decisive key date<br />
for the legitimation and registration of the shareholders.<br />
Remuneration of Management Board and Supervisory<br />
Board<br />
The remuneration of the Management Board and the Supervisory<br />
Board is presented in a more detailed remuneration<br />
report, which according to Subclause 4.2.5 of the<br />
code was included as a part in the management report and<br />
to which reference is made at this point (from page 41).<br />
Principles of conduct<br />
Transparency<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> uses for the information of its shareholders<br />
and investors in real time the homepage of the company:<br />
www.uzin-utz.de. In addition to the consolidated and annual<br />
financial statements as well as the semi-annual reports<br />
and interim notifications shareholders and third parties<br />
are also informed about actual developments in the<br />
form of Ad-hoc notifications and press releases.<br />
»»<br />
Members of the Management Board and the Supervisory<br />
Board as well as other persons, who perform management<br />
tasks at <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> within the meaning of § 15a<br />
Securities Trading Act (WpHG) as well as natural persons<br />
and legal entities closely associated with these persons according<br />
to § 15a WpHG are obliged by law to disclose the<br />
acquisition or the sale of shares of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> insofar as<br />
the value of the business transactions conducted within a<br />
calendar year reaches or exceeds the total of EUR 5,000.<br />
»»<br />
The company further publishes notifications about the<br />
acquisition or the sale of significant voting right shares immediately<br />
after their receipt according to § 21 WpHG or<br />
concerning the holding of corresponding financial instruments<br />
according to § 25 WpHG. This means that as soon<br />
as it becomes known that someone achieves, exceeds or<br />
falls short by acquisition, sale or in any other manner of<br />
3, 5, 10, 15, 20, 25, 30, 50 or 75 % of the voting rights in<br />
the company, this will be published immediately.<br />
»»<br />
As of 31 December <strong>2012</strong> the shareholdings of the whole<br />
Management Board comprised 1,759,314. The Supervisory<br />
Board possessed 395 shares in the company.<br />
»»<br />
The shareholdings are specifically distributed as follows:<br />
Shareholdings of the Executive Board<br />
and the Supervisory Board<br />
(total number of shares issued: 5.044.319)<br />
Executive Board<br />
Dr. H. Werner <strong>Utz</strong><br />
Supervisory Board<br />
Dr. Rainer Kögel<br />
Total Executive Board and<br />
Supervisory Board<br />
Number of<br />
shares<br />
1,759,314<br />
395<br />
1,759,709<br />
% of the<br />
total number<br />
of shares<br />
issued<br />
34.88%<br />
0.01%<br />
34.88%<br />
»»<br />
No financial instruments exist which refer to the shares<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />
»»<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> publishes a financial calendar relating to<br />
all essential dates and publications of the company with<br />
sufficient advance time.<br />
»»<br />
All information about the company published by the<br />
company is available for calling at www.uzin-utz.de under<br />
the heading Investor Relations/share.<br />
52
on of autonomy of the proposed auditor. The auditor of<br />
the financial statements is requested by the Supervisory<br />
Board to report on all findings and incidents occurring<br />
during the audit act and which are in the broadest sense<br />
essential for the tasks of the Supervisory Board immediately<br />
if these cannot be remedied immediately.<br />
Deviations from the German Corporate Governance<br />
code<br />
The Management Board and Supervisory Board submitted<br />
an updated compliance statement according to § 161<br />
AktG in March 2013. The substantiation of the deviations<br />
from the recommendations of the code, which is necessary<br />
according to § 161 AktG and Subclause 3.10 of the<br />
German Corporate Governance code is included in the<br />
compliance statement, which is a part of this Corporate<br />
Governance report.<br />
»»<br />
The Management Board and Supervisory Board of <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> submitted the last compliance statement according<br />
to § 161 AktG in March <strong>2012</strong>. The following declaration<br />
refers for the period of time from March <strong>2012</strong> to<br />
the recommendations of the code in its version of 26 May<br />
2010, which was published in the electronic Bundesanzeiger<br />
[Federal Gazette] on 2 July 2010. For the period of<br />
time from 15 June <strong>2012</strong> the following declaration refers to<br />
the recommendations of the code in its version of 15 May<br />
<strong>2012</strong>, which was published in the electronic Bundesanzeiger<br />
on 15 June <strong>2012</strong>.<br />
»»<br />
The Management Board and Supervisory Board of <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> declare that the recommendations of the “government<br />
commission German Corporate Governance Code“<br />
were and are complied with apart from the following exceptions:<br />
1. With regard to 4.2.3:<br />
The variable remuneration components of the Management<br />
Board do not envisage any stock options<br />
or similar instruments. A long-term incentive effect<br />
for the Management Board should further primarily<br />
be achieved by such variable remuneration components,<br />
which can be assessed based on the generated<br />
corporate result. The remuneration of the individual<br />
Management Board is thus solely composed of<br />
fixed and performance-oriented components as the<br />
Supervisory Board is of the opinion that stock option<br />
models are only suitable as incentives for the Management<br />
Board to a limited extent. The Management<br />
Board employment contracts do not contain either<br />
regulations with regard to a settlement and its computation<br />
base with a premature termination of the<br />
Management Board activity, nor with regard to a termination<br />
of the Management Board activity as a result<br />
of a change in control. This way in the event of a<br />
premature termination of a Management Board activity<br />
the necessary flexibility is safeguarded in order to<br />
achieve reasonable results of the negotiations which<br />
correspond with the respective concrete situation.<br />
2. With regard to 4.2.4./4.2.5:<br />
An individualised disclosure of the total remuneration<br />
of each Management Board member is not carried<br />
out as the <strong>Annual</strong> General Meeting decided on 17 May<br />
2011 not to disclose the remuneration of the Management<br />
Board members of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> individualised<br />
in the notes of the annual financial statements. This<br />
resolution applies to the fiscal year which started on<br />
1 January 2011 and the four following fiscal years, thus<br />
until 31 December 2015. In the Corporate Governance<br />
report the remuneration system for the Management<br />
Board members is however explained in detail in a generally<br />
understandable form.<br />
3. With regard to 5.3:<br />
The Supervisory Board currently consists of three members.<br />
The formation of committees (audit committee,<br />
nomination committee, etc.) was not useful so far<br />
owing to the size of the Supervisory Board. <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> does not see any need in future either as the joint<br />
Supervisory Board is active itself in all factual questions<br />
and its members also maintain constant contact<br />
outside of the Supervisory Board meetings both<br />
among each other as well as with the Management<br />
Board and can react flexibly to all factual questions.<br />
4. With regard to 5.4.1:<br />
The Supervisory Board is oriented with its proposals<br />
to the election of Supervisory Board members in addition<br />
to the statutory regulations exclusively to the<br />
specialist and personal suitability of the candidates as<br />
well as to appropriate considerations of usefulness –<br />
which promote the function of the Supervisory Board.<br />
This includes for example the affiliation of members,<br />
who have relevant entrepreneurial experiences. The Supervisory<br />
Board refrains from naming more concrete<br />
targets for its composition, especially as the mere naming<br />
of such concrete targets is not necessarily associated<br />
with an improvement in the quality of the Supervisory<br />
Board activity.<br />
53
5. With regard to 7.1.2:<br />
The company prepares the annual or consolidated financial<br />
statements, interim report and interim notifications<br />
in real time. The prime requirement hereby is<br />
a careful preparation of all business incidents in the<br />
group and not in the first place the adherence to certain<br />
deadlines. The thus associated quality requirements<br />
can in an individual case, owing to the international<br />
structure of the group and the thus associated<br />
complexity, lead to the fact that the deadlines recommended<br />
by the Corporate Governance code are exceeded<br />
slightly.<br />
»»<br />
The compliance statements of the last 5 years are<br />
available on the homepage of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>.<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, Ulm, in March 2013<br />
On behalf of the Management Board:<br />
Dr. H. Werner <strong>Utz</strong><br />
Thomas Müllerschön<br />
On behalf of the Supervisory Board:<br />
Prof. Dr. Dr. h. c. Brun-Hagen Hennerkes<br />
(Chairman)<br />
Essential events after the close of the fiscal year<br />
The Unihem Group was owned 100% by <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> since<br />
1 January 2013. Unihem d.o.o., Slovenia, generated a revenue<br />
of around Euro 6 million with its distribution companies<br />
Unikem d.o.o., Croatia and Unihem Trading d.o.o,<br />
Serbia in <strong>2012</strong>. The acquisition underpins the strategic orientation<br />
of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> to reinforce the engagement on<br />
international markets. At the same time the forming of a<br />
unit by the subsidiaries in South Eastern Europe enables the<br />
use of synergy effects in marketing, technology and sales.<br />
»»<br />
As of 1 January 2013 <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> acquired the remaining<br />
19.6% of the shares of Løkken AS in Skien and since<br />
this time has held 100% of the Norwegian subsidiary. The<br />
distribution company was able to generate around Euro 6<br />
million revenue on the Norwegian market last year. With<br />
the purchase we are intensifying our presence on the North<br />
European market and reinforcing our efforts to take advantage<br />
of the potential in Scandinavia even more. The<br />
North European states were able to successfully elude the<br />
economic crisis so far and Norway was able to show impressive<br />
growth in the GDP of 3% in <strong>2012</strong>. The purchase<br />
of the remaining shares enables <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> the opportunity<br />
to use this economic growth and to further diversify<br />
and therefore reduce the risk by expansion in crisisproof<br />
countries.<br />
»»<br />
Our Chinese subsidiary in Shanghai, the <strong>Uzin</strong> <strong>Utz</strong> Construction<br />
Materials Co. Ltd., was also acquired by us in<br />
full in the meantime. The take-over was carried out subject<br />
to a condition precedence with the granting of the<br />
necessary approval of the acquisition of the share by the<br />
responsible Chinese authority. After the purchase price<br />
had been paid in <strong>2012</strong> already, this approval and entry in<br />
the register of companies was carried out on 19 February<br />
2013. With GDP growth of 7.7% the Chinese did in fact<br />
slowdown more than expected however is thus still far<br />
above the level of western industrial nations. Due to the<br />
complete take-over of our Chinese subsidiary <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
can take advantage of the possibilities of the Asian market<br />
in full. A lot of money is still invested in the building<br />
sector in China and the sector also grew by 10% in <strong>2012</strong>.<br />
»»<br />
There were no further essential events after the balance<br />
sheet key date.<br />
54
Research and development activity<br />
The expenses for research and development in the group<br />
amounted to EUR 6.6 million (5.2) in <strong>2012</strong>. On average<br />
79 (78) employees were working in the field of R&D, who<br />
jointly contributed to a product innovation ratio of all <strong>Uzin</strong><br />
<strong>Utz</strong> development locations of 55.4% (50.6). Broken down<br />
according to the most important European R&D locations<br />
the following can be reported:<br />
»»<br />
The expenses for research and development in the<br />
<strong>AG</strong> amounted to EUR 4.1 million (3.5) in <strong>2012</strong>. On average<br />
47 (43) employees were working in the whole sector<br />
of Research & Development, who jointly contributed<br />
to a product innovation ratio at the development location<br />
of 62.5% (58.8).<br />
»»<br />
Broken down according to trademarks the following<br />
can be reported:<br />
Trademarks UZIN & codex<br />
In order to not just accompany the success with innovations<br />
from an operative point of view, but also regularly<br />
monitor it strategically, important indicators such as the<br />
innovation ratio were introduced for several years ago already<br />
in order to examine the effectiveness and efficiency<br />
of the R&D activities. Explicitly the 47 (43) employees<br />
employed in the <strong>AG</strong> on average in the period under review<br />
<strong>2012</strong> increased the <strong>AG</strong> innovation ratio compared<br />
with the previous year to the new record value of 62.5%<br />
and a volume which by far exceeded the average for the<br />
industry was thus achieved.<br />
»»<br />
In the highly competitive environment the success of<br />
a company stands and falls with its power for innovation.<br />
The pressure for performance on the R&D departments<br />
is consequently and accordingly high. Profit bringing products<br />
should be produced from innovative ideas as soon as<br />
possible. The creativity of the developers is hereby often<br />
limited by the reality with economic policies. For example<br />
on the one hand rising prices for raw materials have to<br />
be taken into consideration with the development of the<br />
recipes and on the other hand regulatory conditions such<br />
as REACH must be complied with. In addition, the R&D<br />
specialist departments must take the increased demands<br />
of the customers into consideration – also with regard to<br />
the sustainability of the products and their production. For<br />
this reason innovations are an important basic pre-requisite<br />
for the fitness for the future of the company. Against<br />
the background of more and more complex development<br />
processes and a shortage in resources option innovation<br />
approaches are increasingly gaining in importance hereby.<br />
This way risks can be substantially reduced and the development<br />
and commercialisation of new products or applications<br />
be accelerated. The most important feature is<br />
the efficient cooperation with various partners along the<br />
value added chain, also by including academic expertise.<br />
»»<br />
The close connection effects a whole new quality in<br />
the cooperation. Alliances form the basis for the open<br />
communication, which in particular regulate the reciprocal<br />
secrecy of sensitive data. The success of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
with regard to this open innovation approach, which has<br />
been initiated for several years, is also reflected with the<br />
win of a renowned prize in the Best Innovator competition<br />
<strong>2012</strong> / 2013. The invitation to tender with this year’s<br />
focus topic “use of the ability for innovation of suppliers“<br />
was organised by WirtschaftsWoche magazine as well as<br />
the management consultants, which is specialised in the<br />
segment of innovation management, A.T. Kearney and<br />
the Federal Ministry for Economic Affairs and Technology.<br />
The ability for innovation could be proven by qualitative<br />
performance features and selected quantitative performance<br />
key figures. In addition, particularly innovative<br />
approaches were presented and evaluated. A high ranking<br />
jury, represented among others by the President of the<br />
Fraunhofer Society Mr Hans-Jörg Bullinger and the parliamentary<br />
state secretary of the Federal Ministry for Economic<br />
Affairs and Technology Mr Ernst Burgbacher, determined<br />
fifteen finalists nationwide from far more than<br />
one hundred participating companies. The pre-qualified<br />
companies were visited in this cross-industry competitive<br />
environment by representatives of the jury on site in order<br />
to thus determine the best innovators. With the help<br />
of a structured evaluation system <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was chosen<br />
as one of three winners and the very convincing innovation<br />
management performance of the company confirmed.<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, which performed excellent services in<br />
individual disciplines, is presented in the WirtschaftsWoche<br />
and the corresponding prize will be presented within<br />
the framework of a festive event in Berlin on 7 February<br />
2013. The target definition of the global innovation strategy<br />
of the company, which primarily consists of consistently<br />
increasing the technical and financial success of<br />
the customers, was an integral part and basis of the success<br />
achieved here. That the products developed by <strong>Uzin</strong><br />
<strong>Utz</strong> <strong>AG</strong> enjoy maximum recognition in the industry is underpinned<br />
by the survey among publishers “products of<br />
the year”, which was conducted by magazine Fussboden<br />
55
Technik [flooring technology] for the second time already<br />
after 2010. For this purpose more than 1500 German<br />
property managers were questioned about their favourite<br />
products in 35 categories from the flooring industry. It<br />
concerned a non-supported survey, this means no product<br />
names were stipulated and the processors would instead<br />
have to name manufacturers and products themselves.<br />
During the survey <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> was able to win the first<br />
place in all categories which are relevant for the field of<br />
installation materials. In the segments “best primer“, “best<br />
levelling compound“, “best dispersion adhesive“ and “best<br />
dry adhesive“ the products UZIN PE 280, UZIN NC 170<br />
LevelStar, UZIN KE 2000 S and UZIN SIGAN 1-3 respectively<br />
secured the first place. In a further assessment the<br />
specialist magazine BTH Heimtextil as a recognised barometer<br />
in the now fourth edition conducted the wholesale<br />
trade survey “installation materials“.40 wholesalers also<br />
cast their vote this time once again for providers of precoats,<br />
levelling compounds and adhesives and assessed<br />
the corresponding manufacturers in 18 individual categories.<br />
As in last surveys in 2007, 2009 and 2011 already<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong>, in addition to seven first places in corresponding<br />
individual categories, both in the overall assessment,<br />
as well as in the special discipline “power of innovation“,<br />
climbed the highest step of the winner’s platform. These<br />
prizes are the best proof for the fact that <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong><br />
does not just develop excellent products, but these also<br />
deliver value added from the point of view of the customers<br />
and are accepted. These continuously good survey<br />
results are clear proof for the fact that <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> does<br />
not rest on the laurels of the past. The most important<br />
activities are described in more detail below:<br />
I) Product developments<br />
On the whole 20 products with partly excellent properties<br />
were prepared cross-trademark in <strong>2012</strong> for the launch<br />
on the market and the worldwide use:<br />
1) Dry mortar<br />
a) Self-levelling cement compounds UZIN NC 160<br />
New and UZIN NC 150 New as well as codex FM<br />
10 New<br />
In the department R&D dry mortar the focus in <strong>2012</strong> was<br />
above all placed on the new developments of the established<br />
levelling compounds UZIN NC 160 and UZIN NC 150,<br />
which have been successful for many years. Due to its high<br />
commitment the team of R&D dry mortar succeeded in<br />
creating completely newly formulas for both products and<br />
preparing these for the simultaneous launch on the market.<br />
UZIN NC 160, which has been successfully used in the<br />
object field for many years was completely newly developed<br />
by the specialist department R&D dry mortar. It was<br />
possible to further improve the previous product properties<br />
by the created special formula. Special attention was<br />
given to the increased market requirements for pump applications<br />
during the development phase. UZIN NC 160<br />
New shows improved mixing properties and an even better<br />
run. This way a smooth surface with a standard appearance<br />
and colour is produced in the hardened condition.<br />
It is also important for the practical building use that the<br />
drying times could be further optimised with the new development,<br />
the readiness for covering is thus achieved after<br />
20 hours already. As with all new developments the focus<br />
is placed, in addition to the technical aspects, on the<br />
requirements from healthy living construction. The specialists<br />
of the dry mortar development implemented this<br />
to a special extent in UZIN NC 160 New. It goes without<br />
saying that the new C30 levelling compound satisfies the<br />
maximum requirements of the Emicode class EC 1 R Plus.<br />
By a careful selection of the raw materials the UZIN NC<br />
160 New can in addition be distinguished with the “Blauer<br />
Engel“ and will thus become a part of the UZIN ÖKO-<br />
LINE family. At the same time as with the levelling flooring<br />
compound UZIN NC 160 New the newly developed C25<br />
levelling cement flooring compound UZIN NC 150 New is<br />
also available for layer thicknesses up to 10 millimetres and<br />
thus rounds off the UZIN levelling compound programme.<br />
The special requirements with pump applications were also<br />
taken into consideration with this further development. An<br />
even better run as well as a homogeneous surface appearance<br />
mark the new development. Further UZIN NC 150<br />
New with EC 1 R Plus has been advertised and thus satisfies<br />
the maximum Emicode-requirements. In addition, a parallel<br />
and simultaneous localisation of both development<br />
products UZIN NC 150 New and UZIN NC 160 New were<br />
realised for the production locations in France and Poland<br />
for the first time. A special intensive cooperation between<br />
the head office of research and development in Ulm and<br />
the development departments at our production locations<br />
in France (Soissons) and Poland (Legnica) was the pre-requisite<br />
for this. By an extensive exchange of development<br />
know-how both products were prepared for the joint crosscountry<br />
product conversion in March 2013. Thus, corresponding<br />
new developments were simultaneously available<br />
56
for a launch on the market for the first time at three European<br />
production locations of the <strong>Uzin</strong> <strong>Utz</strong> Group. Based<br />
on this extremely successful development strategy for the<br />
UZIN trademark the R&D dry mortar team derived by corresponding<br />
activities the self-levelling smooth compound<br />
codex FM 10 New in order to also be able to retain the pioneering<br />
role in the field of tiles and natural stone in future.<br />
Over the course of this successful technology implementation<br />
the focus was hereby placed, in addition to the<br />
selection of particularly low-emission raw materials, above<br />
all on a further decisive improvement of technical properties<br />
compared with the codex-competitive products. The<br />
benefits of the new quality can be clearly seen. The new<br />
C25-cement compound can be consistently entered in the<br />
successful ecological codex product line ecoTec owing to<br />
the satisfaction of the strictest requirements with regard<br />
to room air quality without any problems. In addition to<br />
the described attributes the new levelling compound for<br />
layer thicknesses up to 10 millimetres above all develops<br />
its strength by an improved run as well as a more homogeneous<br />
surface appearance. The new product by far exceeds<br />
the very high application requirements which can<br />
be found in practice.<br />
b) Self-levelling hybrid compounds UZIN L3 Gold/<br />
UZIN L3 Gold Moisture Control<br />
So-called Bag & Bottle – levelling compounds are especially<br />
very popular in Great Britain. These systems consist<br />
of a mostly dispersion-based liquid component and a<br />
cementitious power component, which are mixed directly<br />
before the processing. Increasing demands for a longer<br />
processing time with at the same time faster accessibility<br />
were taken into consideration by the R&D dry mortar<br />
department in the newly developed UZIN L3 Gold powder<br />
component. Together with the revision of the liquid component,<br />
which has become necessary at the same time,<br />
the market launch was carried out in <strong>2012</strong>. By this new<br />
development the specialists in the development departments<br />
dry mortar and liquid products succeeded in also<br />
realising substantial advantages compared with competitive<br />
products. UZIN L3 Gold is distinguished by a faster<br />
accessibility and a faster readiness for covering. In addition<br />
the specialists succeeded in substantially improving<br />
the spreading properties and in decisively increasing the<br />
compressive strengths. As UZIN L3 Gold Moisture Control<br />
in combination with a further liquid component, which<br />
was especially developed for this purpose, the system can<br />
now also be used in areas with a high burden from damp.<br />
c) Steady cement levelling turbo compound UZIN<br />
NC 880 New<br />
In the period under review UZIN NC 880, which has been<br />
used for many years as a repair compound for the fine<br />
smoothing and filling work before floor covering work, was<br />
successfully launched on the market in a completely new<br />
formula. By a new, innovative bonding system the company<br />
succeeded in improving the properties of the product<br />
even further. Besides easier mixing properties and<br />
a further refined surface structure with finish character<br />
UZIN NC 880 New is distinguished by an even quicker full<br />
hardening, in particular on dense substrates. The special<br />
highlights of the new development are the freedom from<br />
marking and the classification into the best Emicode classification<br />
EC 1 R Plus.<br />
d) Quick setting flex-bonding mortar codex Power<br />
RX 6 Turbo<br />
Codex Power RX 6 Turbo was prepared for the launch<br />
on the market for demanding installation requirements.<br />
Thanks to the newly developed special formula the laid<br />
tile areas are accessible and available after two to three<br />
hours already. Even with low temperatures the product<br />
hardens fully very quickly and allows the tile layer sufficient<br />
outstanding time for the processing. In addition the<br />
consistency of the smooth flexible mortar, which can be<br />
easily processed, can be set variable owing to its broad<br />
water window and adapts to the individual needs. This<br />
way unevenness up to 10 mm can be compensated for<br />
and large-scale tiles and slabs can be laid both in the thin<br />
bed as well as in the flow bed procedure. The new quick<br />
bonding mortar codex Power RX 6 Turbo satisfies according<br />
to DIN EN 12004 the increased requirements C2 FT<br />
S1 and owing to its high flexibility is marked with the flex<br />
mortar diamond. Great importance was attached to the<br />
emission behaviour during the new development already.<br />
By the qualification and the use of suitable raw materials<br />
a classification into the best Emicode-class EC 1 R<br />
Plus could be achieved. According to the demand of codex<br />
from healthy living products this bonding mortar can<br />
be advertised for healthy living construction according to<br />
the SHI-Standard (Sentinel-Haus concept). In its unique<br />
overall performance the new product which can be adjusted<br />
variably gives the processor quickness and security<br />
at the same time.<br />
57
e) Overseas support for the Polish Production Company<br />
and localisation of codex Power Plus and<br />
UZIN NC 182<br />
In order to receive contact to new customers and create<br />
even better access to important international markets it<br />
is all the more important to make harmonised properties<br />
available for certain products worldwide. For this reason,<br />
in addition to the activities described above for the localisations<br />
UZIN NC 150 New and UZIN NC 160 New the<br />
holding laboratory in Legnica is additionally and actively<br />
supported by the parent company in Ulm. Thus the installation<br />
materials UZIN NC 182 and codex Power Plus<br />
could be adapted to the high quality standard of the respective<br />
corresponding German product performance and<br />
both recipes set with local raw materials for the market<br />
launch in 2013.<br />
2) Liquid products<br />
a) Universal dispersion adhesive UZIN KE 16<br />
Tighter emission requirements required a re-formulation<br />
of the tried and tested product UZIN KE 15 in the period<br />
under review. The result of an extensive development activity<br />
is UZIN KE 16, a thread-forming dispersion adhesive<br />
with short open time for the universal application on<br />
absorbent substrates. In addition to textile and PVC/CV<br />
coverings linoleum coverings can also be securely glued in<br />
widths up to a thickness of 2.5 millimetres. The new product<br />
thus has an extremely broad range of applications.<br />
UZIN KE 16 complies with the strictest ecological requirements<br />
Emicode EC 1 Plus and is convincing both with a<br />
very good initial strength as well as a moderate consumption<br />
and a balanced price-performance ratio. Compared<br />
with universal adhesives of the competition UZIN KE 16<br />
offers much better properties with regard to processing,<br />
binding properties and final strength.<br />
b) UZIN universal fixture New<br />
A very high share of the range of products of <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> do in fact have the environmental seals Emicode EC<br />
1 and EC 1 Plus, which is highly esteemed in the laying<br />
trade and distinguishes the products as having very low<br />
emissions, however among the population the degree of<br />
awareness of the Blaue Engel is considerably higher. For<br />
this reason the recipe of the UZIN universal fixture was<br />
completely revised in order to be able to market the product<br />
both with the mark Emicode EC 1 Plus as well as with<br />
the Blaue Engel in future. UZIN universal fixture New is<br />
a product which is soluble with water again for PVC and<br />
textile coverings, it can be used on new substrates and directly<br />
on coverings, such as for example on PVC, Linoleum,<br />
Terrazzo and stone. The new development is distinguished<br />
compared with the competitor products above all<br />
by a consistently better ability for processing and a very<br />
good resolubility with water. Compared with the predecessor<br />
version it additionally has benefits with regard to<br />
subsequent adhesive ability as well as a broader range of<br />
applications. The resoluble fixation in a new quality is at<br />
the same time a member of the ÖKOLINE family and for<br />
this reason does not just satisfy all pre-requisites in particular<br />
for the use in the private sector.<br />
c) Two-component (2-K-) epoxy-resin primer UZIN<br />
PE 460 New<br />
By the selection of particularly low-emission raw material<br />
and the implementation of a new future-oriented<br />
binding technology the recipe of the product, which has<br />
been reliable for more than two decades, <strong>Uzin</strong> PE 460 was<br />
brought to the lowest possible emission level. The new<br />
epoxy-resin primer thus belongs to the few epoxy-resin<br />
primers on the market, which satisfy the new and tightened<br />
VOC requirements according to Emicode EC1 R Plus.<br />
The field of application and the properties were additionally<br />
improved. UZIN PE 460 New is above all convincing<br />
by the very good ability for processing, an excellent wetting<br />
of the substrate, an excellent adhesion on all relevant<br />
substrates, a secure full hardening also under unfavourable<br />
climatic conditions – up to 5 °C - and by an excellent<br />
water-vapour-proof effect. Compared with the customary<br />
epoxy-resin-primers on the market UZIN PE 460 New<br />
features a substantially reduced smell during the processing<br />
and has practically no smell after the full hardening.<br />
The new primer is further above all distinguished compared<br />
with competitive products on the epoxy-resin basis<br />
with the same marking by a much smoother and faultfree<br />
surface, this means without pinholes, and this also<br />
under unfavourable climatic conditions.<br />
d) Two-component (2-K-) epoxy-resin adhesive<br />
UZIN KR 421 New<br />
The special adhesion UZIN KR 421 was set by a fundamental<br />
new formula to the extent that in future it can<br />
on the one hand be sold with the general licence under<br />
building supervision law, which is obliged for the German<br />
market, and on the other hand additionally and ex-<br />
58
cellently satisfies the requirements of the Emicode EC 1<br />
R Plus. The new 2-K-epoxy-resin adhesive is distinguished<br />
by its highly varied application properties and is predestined<br />
for the laying of all customary elastic floor coverings<br />
in internal, external and wet areas with high use.<br />
UZIN KR 421 New is in particular suitable for the laying<br />
of design coverings on laying underlays. The new formula<br />
is distinguished compared with competitor products<br />
on epoxy-resin basis above all by the much easier ability<br />
for spreading and substantially more versatile adhesive<br />
properties.<br />
e) Two-component (2-K-) silicate casting resin<br />
UZIN KR 516<br />
Pseudo-joints and cracks in screeds may not simply be<br />
levelled and filled with compound; otherwise by the movements<br />
of the screed the floor covering above this can<br />
partly be substantially damaged. Typical damaging patterns<br />
are cracks in ceramic tiles or so-called “worm creases“,<br />
which appear as bulging-type elevations above the<br />
cracks, which have not been sealed in a qualified manner<br />
for example with PVC or rubber floor coverings. An interdisciplinary<br />
solution to the problem was jointly drawn up<br />
in this respect with the specialist units technical customer<br />
service and product management cross-sector and<br />
with the injection and casting resin UZIN KR 516 the range<br />
of products was extended by a new, low-odour silicate<br />
resin. The new product does not just seal cracks and<br />
pseudo-joints with widths up to five millimetres in mineral-based<br />
screeds, also with underfloor heating, securely<br />
and permanently, but is additionally still particularly<br />
easy to handle. In addition it hardens very quickly to<br />
form a tight bond. For mixing the component B is poured<br />
into the component A and briefly shaken hard. The material<br />
begins to react with each other during this mixing<br />
process already and after around 45 minutes the silicate<br />
casting resin hardened so much already that further<br />
work can be carried out on this such as the application<br />
of levelling compounds. By the mixing ratio of 1:1 the<br />
initially mixing of partial quantities is also easy. In addition<br />
to the easy handling the new product also has the<br />
benefit that it represents a pleasant low-odour alternative<br />
on the building site to the still widely used variants<br />
with the intensive smells such as methacrylate and polyester<br />
casting resins. The new product is solvent-free<br />
and has a very low-emission and satisfies the maximum<br />
VOC requirements with regard to Emicode EC 1 R Plus.<br />
3) Raw material substitutions<br />
Raw material projects were also among the time-consuming<br />
tasks of both development departments which were<br />
not to be neglected in <strong>2012</strong>. By production relocations of<br />
raw material suppliers and no longer available raw materials<br />
numerous products of the trademarks UZIN and codex<br />
had to be adjusted by the two development teams<br />
to alternative raw material qualities in the period under<br />
review. In close cooperation with the suppliers the developers<br />
are in addition always searching for new innovative<br />
raw materials. The aim hereby is the consistent further<br />
development of the products in order to be ahead of the<br />
market. In addition, economic aspects and issues of supply<br />
security and of the risk management are also constantly<br />
taken into consideration.<br />
II) Further development of the R&D innovation<br />
process<br />
An important aspect which the R&D specialist departments<br />
are permanently working on is the benchmark “time<br />
to market“ for new products. The focus is placed on the<br />
question here: How can product ideas be implemented into<br />
successes on the market as far as possible? For this reason<br />
the standardised R&D innovation process was further developed<br />
in the past year which guarantees that the ideas<br />
are assessed even more systematically still with immediate<br />
effect. It is very decisive here to trigger off the corresponding<br />
innovations even quicker whereby these can<br />
be initiated in very different ways. Important triggers for<br />
innovations are scientific or technological breakthroughs,<br />
also called technology push. No doubt the R&D departments<br />
are in particular demanded here. Only this way is<br />
it possible to keep up the high speed, in which groundbreaking<br />
innovations are demanded and admitted by the<br />
market and above all to avoid setbacks by the absolute<br />
orientation to the market and customers. All of these generated<br />
ideas, which are put on the shortlist, must be subjected<br />
to further extensive examinations, for example an<br />
ability for patent protection. A good idea only becomes<br />
an innovation if this can be successfully implemented into<br />
a concrete marketable product. In order to implement in<br />
real terms and to make the R&D innovation process even<br />
more successful a whole bundle of measures was initiated.<br />
Project teams, innovation workshops as well as “spinning<br />
corners“ were established and the path from the generation<br />
of the idea to interdisciplinary forums to the market<br />
launch was manifested. Further the pre-requisites were<br />
59
created for the introduction of a “sabbatical for innovation“.<br />
This means R&D employees could exclusively look<br />
into a certain innovation in future for a certain period of<br />
time, disconnected from the daily business. The support<br />
of the creative search for ideas by formal structures and<br />
systematic processes should serve in addition to generated<br />
optimum results with ideas with a high potential.<br />
These activities were accompanied by a new conceptual<br />
design of the corresponding invention report process.<br />
On the one hand innovations thus become a quality task<br />
internally and the employees develop themselves at the<br />
same time to become innovators thus reinforce the power<br />
of innovations of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in the long-term. On<br />
the other hand important signals are set externally hereby<br />
extern for the marketing for innovative and imagepromoting<br />
unique selling propositions.<br />
III) Quality control<br />
The production and provision of high-quality products<br />
by <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is an important pre-requisite in order to<br />
enable a secure and as high as possible efficiency with the<br />
processing by the tradesmen. Ideal test conditions for the<br />
corresponding quality assessment are provided in this respect<br />
by the test laboratories in Ulm. The requested product<br />
and raw material properties are intensively tested for<br />
their functional capability under constant and different<br />
conditions as the requirements from modern products<br />
are manifold as known. The product quality of <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> which is esteemed worldwide is above all also the result<br />
of the extremely cautiously working employees of the<br />
quality control specialist department, who localise possible<br />
deviations from the plan in the finished product inspection<br />
and in the incoming inspection of raw materials<br />
in order to intervene and correct such faults and to implement<br />
recognised improvements immediately by instructions<br />
for action. This means that by very many systematic<br />
measures the quality level is raised in determined,<br />
large and also valuable small steps and hereby a very high<br />
contribution is made to the quality leadership in the segment<br />
of installation materials. This also includes the consistent<br />
compliance with stipulated test conditions so that<br />
the raw materials which are to be tested and finished products<br />
are assessed under strict equal pre-requisites. The<br />
project, which was already initiated in the past few years<br />
together with the specialist department R&D International<br />
and which is extremely important for the international<br />
expansion “to produce corresponding product groups,<br />
which are produced at various locations within the <strong>Uzin</strong><br />
<strong>Utz</strong> Group, worldwide according to identical standards and<br />
to monitor these identically everywhere “, was implemented<br />
to a large extent in the period under review. Further<br />
product and raw material groups were effectively integrated<br />
into the project. The appropriateness and efficiency<br />
of the harmonisation of test methods and specifications<br />
at the various production locations is currently being examined<br />
by internal audits under the management of the<br />
specialist department quality control of the parent company<br />
within the <strong>Uzin</strong> <strong>Utz</strong> Group. The results in this respect<br />
will be assessed centrally and further potentials for improvement<br />
identified by coordination with the responsible<br />
persons for quality assurance of the subsidiaries. A further<br />
project at the Ulm location deals with the tightening of<br />
the spent costs and the complexity of the projects in the<br />
incoming goods from components supplies in cooperation<br />
with the suppliers without neglecting the process security.<br />
In the known and strict annual intervals the certification<br />
company EQ-Zert also examined <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> in<br />
the period under review with regard to the requirements<br />
of the quality standard ISO 9001 and the environmental<br />
standard ISO 14001. In its report the auditors came to the<br />
conclusion that both the quality management – as well<br />
as the environmental management system have achieved<br />
a high degree of maturity and perfection. The certifications<br />
for the Ulm location could therefore be extended<br />
once again to an unlimited extent and without determination<br />
of any deviations. <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has now been using<br />
the ISO 9001-Logo without interruption since 1994 and<br />
thus the longest in the direct comparison with other installation<br />
material manufacturers.<br />
IV) Sustainability<br />
Since 2009 <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has been in the position, with the<br />
help of the individualised environmental product declarations<br />
(EPDs), published by it as the first company in the<br />
industry - and still with unique selling propositions -, to<br />
provide the quantified proof of the environmental-friendliness<br />
of developed products. The aim of EPDs is to assess<br />
buildings under sustainability aspects from a quantitative<br />
point of view, an aspect, which within the framework of<br />
building certifications, e.g. according to DGNB criteria, is<br />
increasingly gaining in significance. The basis of an EPD is<br />
a full product ecological balance, which is created based<br />
on European standards (ISO 14040 as well as ISO 14025).<br />
The ecological balance supplies data concerning certain<br />
60
environmental implications of the product, such as for<br />
example the CO2-balance (“Carbon-Footprint“) as well<br />
as other parameters. The EPDs themselves do not make<br />
an assessment, however owing to the standard structure<br />
render various products comparable with each other. Moreover,<br />
they allow the architects and planners to calculate<br />
a total balance for the building from the multitude<br />
of individual products. In order to facilitate the planning<br />
of sustainable buildings the German Society for Sustainable<br />
Building (DGNB) has developed the DGNB navigator.<br />
The online database makes the necessary information<br />
about sustainable building products available in<br />
a bundled manner. The first products, which met these<br />
strict criteria of the list, include all products of <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> with EPDs. Without a great deal of research work the<br />
deposited data supply comprehensive information relating<br />
to these installation materials to architects and planning<br />
with full ecological balances. The ecological dimension of<br />
the sustainability of the products of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> is thus<br />
impressively proven and documented in an understandable<br />
manner for outsiders. The next step was initiated in<br />
the period under review in order to make ecological quality<br />
of the corresponding products more understandable<br />
for the user in future than described in the EPDs. Two<br />
different approaches were pursued for this purpose. On<br />
the one hand a sustainability profile was created, which<br />
shows the user at one glance whether he is dealing with<br />
a particularly environmentally-friendly, sustainable product,<br />
which during its production, processing and application<br />
encumbers the climate as little as possible. It is to<br />
be emphasised that no additional product seal is created<br />
with the sustainability profile. Merely differences in the<br />
range of products of <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> are to be demonstrated<br />
with the profile. This gives interested customers the<br />
possibility for the first time to be able to assess and choose<br />
products not exclusively under technical or health aspects,<br />
but also under the aspects of sustainability. In addition,<br />
the aim is consistently pursued to harmonise the<br />
requirements from technical performance and sustainability<br />
and to create an “actual sustainability value“. On<br />
the other hand the conceptual design and implementation<br />
were prepared in accordance with sustainability datasheets.<br />
The fact that building owners, tradesmen, planners<br />
as well as increasingly also end customers make enquiries<br />
more and more frequently for data concerning the environmental<br />
performance, the sustainability and regarding<br />
the interior hygiene of products, gave the reason to crea-<br />
te a product-related information sheet, that makes these<br />
data available in a compressed, however nevertheless<br />
transparent form. This sustainability datasheet does not<br />
just provide information about the emission behaviour of<br />
a product, it additionally also provides information about<br />
the shares of natural or renewable raw materials in the<br />
product and it provides information about the ecological<br />
balance, such as for example relating to the CO2-greenhouse<br />
potential. Finally it makes the product-related building<br />
certification data available according to DGNB, LEED<br />
or BREEAM which are also very important for the planner<br />
of sustainable buildings. This datasheet which is unique<br />
in its kind thus provides comprehensive sustainability information<br />
for the various target groups. The document is<br />
available for downloading on the homepage of <strong>Uzin</strong> <strong>Utz</strong><br />
<strong>AG</strong> with the respective product.<br />
»»<br />
In a further project <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> supports the foundation<br />
professorship “sustainable know-how, sustainable education,<br />
sustainable economic activities“ at the University<br />
of Ulm. In cooperation with the initiative committee of<br />
Ulm sustainable business development the research project<br />
“network of responsibility in small- and medium-sized<br />
enterprises in Ulm“ was started, the topic of which is the<br />
social responsibility of small- and medium-sized enterprises<br />
(Corporate Social Responsibility - CSR). Within the<br />
framework of the project the environmental management<br />
standard ISO 26000 is to be transferred into an understandable<br />
concept and implemented in small- and medium-sized<br />
enterprises.<br />
61
UZIN – switchTec<br />
World innovation & application for patent<br />
Contact adhesives which contain solvents are usually used<br />
today for gluing soft PVC-base boards and profile sections<br />
as well as PVC cavity grooves. These pose both a burden<br />
on the processor, the living climate and the environment<br />
in general. Moreover, there are big disadvantages with<br />
this installation method: Plasticiser flow leads to a high<br />
dimension change conduct of these base boards, the result<br />
in shrinking up to detachment. Moreover, discolouring<br />
often occurs with the covering surfaces.<br />
»»<br />
Modern, water-based contact adhesives only offer a<br />
practical solution to a limited extent as these are often<br />
awkward in the application and require long drying times.<br />
Dry adhesive solutions also failed so far due to the low dimension<br />
stability of the based boards and the impairment<br />
to the adhesive caused by the migration of the material.<br />
»»<br />
With the revolutionary new development <strong>Uzin</strong> Remur,<br />
for which a patent has been applied for soft PVC base<br />
boards and profile sections as well as PVC cavity grooves<br />
can now be glued quickly, clean and by stabilising the dimensions.<br />
Remur is a metal-reinforced adhesive system,<br />
in the widths 45, 55 and 95 mm, which permanently resists<br />
dimension changes and effectively prevents migration<br />
of material. The base boards and coverings made of<br />
soft -PVC thus retain – guaranteed – their stated dimensions.<br />
In interaction with soft PVC Remur is not impaired<br />
and has a dimension-stabilising effect, this way detachments<br />
can be excluded. Typical covering discolouring as<br />
connected with neoprene adhesives which contain solvent<br />
are also prevented effectively.<br />
»»<br />
<strong>Uzin</strong> Remur complies with the TRGS 610 and makes<br />
both a contribution to the health of the processor as well<br />
as with the eco-label EMICODE EC1 PLUS: “very lowemission<br />
PLUS“ a contribution to the living health and<br />
interior hygiene.<br />
»»<br />
The patent protection allows us to protect the many<br />
years of research and development investments and to<br />
expand the unique market position.<br />
Further improvement of the surface area adhesives<br />
Sigan 123<br />
After the Blue Engel (Der Blaue Engel) and EC1 plus the<br />
switchTec-products Sigan 1, 2 and 3 were further developed<br />
for the surface area adhesion of floor coverings and<br />
their range of applications was substantially extended.<br />
With Sigan 1, 2 and 3 rubber floor coverings of renowned<br />
manufacturers, Enomer coverings as well as coverings with<br />
sensitive dimensions such as Flotex or woven vinyl can<br />
now also be glued quickly, clean and permanently. Sigan<br />
thus meets to an even higher extent the requirements<br />
of the customers and market and offers worldwide the<br />
best possible alternative to customary laying methods.<br />
switchTec-socket solutions & Blauer Engel<br />
With regard to the <strong>Uzin</strong> Ökoline [ecoline] our dry adhesive<br />
solutions were designed even more environmentally-friendly<br />
for socel solutions. The new systems Contact,<br />
Goman 50/90 and Goman 240 as well as Steptec<br />
150/220 satisfy the requirements for the Blauer Engel.<br />
<strong>Uzin</strong> thus offers as so far the first manufacturer of dry<br />
adhesives on the market socket and staircase systems,<br />
which are distinguished with the Blauer Engel. The list<br />
of the switchTec-adhesive technology could thus be extended<br />
for the market. Also with the status 4 February<br />
2013 the <strong>Uzin</strong> switchTec- adhesive solutions are the<br />
only dry adhesive products with “Blaue Engel“ according<br />
to RAL-UZ 113.<br />
switchTec-socket soluctions & general licensing<br />
under building supervisory law<br />
After all dry adhesives for the surface area adhesion of<br />
floor coverings were granted the licence under building<br />
supervisory law the systems for the dry adhesion of wall<br />
sockets and staircase coverings were also applied for.<br />
The environmentally-friendly formulas with regard to<br />
interior hygiene and healthy living room climate enable<br />
the licensing for the use in recreation rooms. The offer<br />
of dry adhesive solutions with the Ü-sign is thus extended<br />
and rounded down.<br />
switchTec-socket solutions & EMICODE<br />
environmental seal<br />
The systems Toptac, Bullran, Goman, Contact and Steptec<br />
were designed even more environmentally-friendly<br />
and now also feature the environmental seal EMICODE<br />
EC1 PLUS: “very low-emission PLUS“.<br />
»»<br />
After the surface area products Sigan1, Sigan2 and Sigan3<br />
as well as Sigaway the dry adhesives Supertape7900,<br />
Remur and the afore-mentioned socket and staircase products<br />
now already satisfy the requirements of the highest<br />
EMICODE class. <strong>Uzin</strong> thus offers as the sole provider such<br />
a comprehensive and in itself conclusive range of environmentally-friendly<br />
distinguished dry adhesive systems.<br />
62
Wolff trademark<br />
The parquet slot milling machine was developed for the<br />
parquet machine range. The machine subsequently mills<br />
in the event of renovation the chamfers from country style<br />
planks in order restore the typical rustic appearance.<br />
The parquet grinding machines Cobra 09 and Gecko Star<br />
were subjected to a dust test and successfully substantially<br />
fell short of the threshold value.<br />
»»<br />
A new groove cutter was developed for the Wolff range.<br />
The EF135 is designed for cutting mineral-based materials.<br />
With an output of 1400W, a cutting depth of 35mm<br />
and an undercarriage it is oriented to the needs of the<br />
professional floor layer. It is impressive by very low-dust<br />
working and handy ergonomics. The product design of<br />
the new EF135 was already distinguished by winning the<br />
Good Design Award <strong>2012</strong> in Chicago.<br />
»»<br />
In the field of manual tools for elastic floor coverings<br />
the newly developed Rail-Cut supplements the range of<br />
products of the Wolff trademark. The cutting device, guided<br />
on a rail, enables exact double seam cuts of soft floor<br />
coverings. It was launched on the market in March 2013.<br />
»»<br />
The new stripper generation was presented at the trade<br />
fairs Bau in Munich and Domotex in Hanover under the<br />
working title Turbo VR. The special features of the electrically<br />
operated machine are a high surface area performance<br />
and effective working with high operating comfort.<br />
This is achieved with the 2-hand-joystick remote control.<br />
The machine drives forwards and backwards, can be steered<br />
and is very mobile. Due to the remote control it is absolutely<br />
vibration-free for the operator. Various aids facilitate<br />
the change in knives, the effective separation cut<br />
of the coverings and the transport on the building site.<br />
»»<br />
The innovation ratio of the Wolff company (share of<br />
the products of the total revenue, which are younger than<br />
three years) amounted to 11.5% in <strong>2012</strong> (13.2).<br />
Pallmann trademark<br />
The replacement of raw materials which was started in<br />
2010 due to the REACH regulations also continued in<br />
<strong>2012</strong>, which led to new development in the aqueous or<br />
oil-based sector with the objective to achieve improvements<br />
in the optical properties as well as in the application<br />
of the systems.<br />
»»<br />
Floorings in a wooden appearance currently dominate<br />
the German residences. If the customer invests in real<br />
wood parquet the focus is mostly placed on the natural<br />
appearance. In order to underpin this, the new solventfree<br />
oil-based primer PALL-X 333 can be used. It ensures<br />
a strong wooden grain accentuation and thus emphasises<br />
the characteristic grain and colour of the wood. The<br />
parquet can be seen in natural, intensive and at the same<br />
time warm colours. PALL-X 333 can be easily applied with<br />
a spatula on the prepared parquet surface. The hardener<br />
component of the primer favours a quick drying so that<br />
the layer can paint the primed surface with a Pallment<br />
wood flooring lacquer after 12 hours already. To be emphasised<br />
for this technology is the short drying time. The<br />
oil-based primer is suitable for all ground and cemented<br />
parquet floors as well as for parquet on underfloor heating.<br />
»»<br />
A further important key word is flexibility, which the<br />
parquet layer wishes to have both in the application as<br />
well as in the warehousing. Thanks to the new Pallmann<br />
Variotec technology PALL-X Extreme can be used as onecomponent<br />
or two-components. The water-based wood<br />
flooring lacquer can be used in all places where parquet<br />
floors are exposed to normal loads up to very high loads.<br />
As 1K-Version PALL-X Extreme can be used for normal to<br />
highly used parquet floors with a good resistance against<br />
mechanical and chemical loads. As 2K-Version – with the<br />
hardener component B – a use is also possible in areas<br />
subjected to a very high load, such as frequently visited<br />
shops or pubs and restaurants. The new technology was<br />
developed in cooperation with selected customers, who<br />
were involved in detailed practical tests and gave valuable<br />
feedback to the developers.<br />
»»<br />
Further research activities were carried out in the adjustment<br />
of the products to the markets outside of Germany.<br />
The products were further developed for the various<br />
requirements, albeit owing to statutory stipulations in<br />
the countries or various application techniques. One example<br />
for this is the launch of PALL-X Zero on the Dutch<br />
market. In order to satisfy or exceed requirements of the<br />
market with regard to the solvent content the new water-<br />
63
ased, solvent-free 2K-System PALL-X Zero was developed.<br />
Its solvent-free formula underpins the environmental<br />
aspect demanded by many private users and thus distinguishes<br />
itself from all systems currently on the market.<br />
Jordan trademark<br />
It can still be observed that the trend towards natural oiled<br />
furniture surfaces, which are distinguished by a special emphasis<br />
of the colour and structure of the wood, continues<br />
unimpeded. In order to take this into account the focus<br />
was placed on the research activities at Jordan lacquers<br />
in the development of new colour systems, which open<br />
up completely new possibilities for the carpenter and joiner<br />
trade in the design of wooden surfaces.<br />
»»<br />
With the first coloured and VOC-free oil, DECO-OIL-<br />
COLOR 662 from the Jordan lacquers DECOLINE, completely<br />
new possibilities are offered in the design of items of<br />
furniture. With only 7 different basic colours (white, yellow,<br />
green, red, blue, brown, black) a multitude of colour<br />
settings is possible. The basic colours can of course be<br />
mixed with each other for the creative design of the furniture<br />
surfaces! The structure pattern of the wood types<br />
is retained and it prevents an unwanted raising of wood<br />
grain. The surface is given a satin-like shine and is convincing<br />
by excellent light-resistance. The DECO-OIL-COLOR<br />
662 can be used both with and without hardener component.<br />
The mixing ratio with the DECO-OIL-Hardener is<br />
10:1. The addition of the hardener improves the resistance<br />
against damp and customary household dirt.<br />
»»<br />
The design possibilities of the transparent lacquers<br />
were also decisively improved by an additive. CLASSIC-<br />
COLOR-CONCENTRATE (8 basic colours) are very lightresistant,<br />
transparent colour solutions for the self-colouring<br />
of our transparent lacquers which contain solvent.<br />
They are mostly added in additional quantities of approx.<br />
0.3 to 0.5% to the corresponding primers, lacquer layers<br />
or finish lacquers.<br />
»»<br />
A further focus of the research activities at Jordan lacquers<br />
was placed on the continuation of the reduction in<br />
solvent contents in the product systems. The share could<br />
partly be reduced without limiting the optical properties.<br />
RZ trademark<br />
In the field of the RZ trademark the Turbo Protect concept,<br />
a low-solvent 2K- sealing was further improved and<br />
optimised for the high-quality long-term protection of<br />
elastic floor coverings (RZ Turbo Protect Plus as low-solvent<br />
product for the professional user and RZ Turbo Protect<br />
Zero as a completely solvent-free product also suitable<br />
for the private user). The degrees of matting of the<br />
systems were thus revised and the spreading improved.<br />
The surface above all with the RZ Turbo Protect Plus now<br />
appears fully matt and is very durable so that the product<br />
would also be suitable for other applications.<br />
»»<br />
Newly launched this year was the product RZ initial<br />
cleaner, a special product for satisfying the VOB DIN<br />
18365 for the use by the tradesman /specialist at the end<br />
of the laying work of elastic or sealed floor coverings. The<br />
RZ initial cleaner is ready for application and can be used<br />
directly on the building site without thinning or mixing.<br />
»»<br />
Also new is the RZ Refresher, a 2-component synthetic<br />
resin which one can use for remedying small tears and<br />
scratches in the surface of floor coatings. The resin fills<br />
the cavities with a transparent material and has the damages<br />
disappear optically. After the hardening of the 2Kresin<br />
the repaired place has an extremely high load bearing<br />
capacity.<br />
»»<br />
A further focus was placed on the optimisation of existing<br />
recipes. The range was improved and tightened and<br />
several products were optimised with regard to the application<br />
in the European markets.<br />
Arturo trademark<br />
Arturo guarantees unique coatings, as each room makes<br />
other demands from the floor. Our range of products<br />
extends from self-levelling floor coating to coloured or<br />
transparent sealings up to pebble floors, mortar floors<br />
and slurries. A floor must be safe, wear-resistant, durable,<br />
representative or even fascinating, depending on the<br />
function of the rooms and individual wishes. Particularly<br />
where people spend time nothing may be left to chance.<br />
Arturo offers these securities.<br />
»»<br />
The focus is of course placed on health in the working<br />
and living environment. Therefore, our whole range of products<br />
is completely solvent-free. By external and own monitoring<br />
it is ensured that no harmful substances are released<br />
as required according to the VOC-guidelines. Since<br />
the middle of the year there is the licensing for two systems<br />
under building supervision law according to AgBB.<br />
64
It concerns the PU2030 system and the PU2060 system.<br />
Both systems are certified and licensed for the use in recreation<br />
rooms.<br />
»»<br />
The focus of the research activities for supplements<br />
to the range at Arturo was placed in the development of<br />
Arturo products for the German market. There were also<br />
improvements with existing products.<br />
»»<br />
Newly developed was Arturo Ballotini, transparent full<br />
glass balls for achieving slip-resistant sealing surfaces,<br />
mixed with Arturo EP3950. The product is tested with<br />
slip-resistant class R10.<br />
»»<br />
A further new development is Arturo thixotropic agent,<br />
a high-quality thixotropic agent based on polyethylene.<br />
With this additional product self-levelling floor coatings<br />
can be made thixotropic in order to repair small damages.<br />
»»<br />
The new Arturo matting agent is used in order to matt<br />
the epoxy self-levelling coating in large industrial halls<br />
and to make it slip-resistant. It is tested in the system<br />
EP2500 with matting agent and received the result slip<br />
resistance class R9.<br />
»»<br />
Arturo EP6601 construction resin is a new and quicker<br />
primer.<br />
»»<br />
Arturo has had a robust structural floor coating in the<br />
range since 1 November <strong>2012</strong>. With this product based on<br />
epoxide old industrial floors can be renovated relatively<br />
reasonably priced and easily. The product Arturo EP3280<br />
has been developed and launched for this application. The<br />
Arturo EP3280 structured floor is located with regard to<br />
the condition between a roller coating and a self-levelling<br />
floor coating. The 2-component product is thicker<br />
and therefore more abrasion resistant than a sealing. It<br />
has a knob-structure and shiny appearance. This product<br />
is among others low-odour which represents a major benefit<br />
compared with the competition.<br />
»»<br />
With Arturo EP2480 self-levelling floor coating, electrically<br />
conducting (2-K, EP) and Arturo EP6400 electrically<br />
conducting primer (2-K, EP) Arturo offers the new<br />
floor system Arturo EP2480, for self-levelling electrically<br />
conducting floor coating, which among others are used in<br />
technical rooms and explosion-protected areas. This system<br />
replaces the previous system Arturo EP2400. The surface<br />
of Arturo EP2480 self-levelling floor coating is smoother<br />
and tighter by the use of carbon fibres. The carbon fibres<br />
are added in the new self-levelling floor coating in addition<br />
to the coloured A-components, this facilitates the<br />
processing of the product. The Arturo floor system consists<br />
of a primer of Arturo EP6200 scratch coat. Conduc-<br />
ting belts made of copper are affixed to this scratch coat.<br />
After this the new Arturo EP6400 electrically conducting<br />
primer and as final layer the Arturo EP2480 for self-levelling<br />
electrically conducting floor coating are applied. The<br />
Arturo EP2480 floor system satisfies the standards DIN<br />
EN 61340-5-1 and DIN EN 1081.<br />
»»<br />
The Arturo PU2030 for self-levelling floor coating has<br />
been further developed and now has an even better ventilation.<br />
It is currently one of best products on the market.<br />
65
Existing branches, plants, representations<br />
The participation structure and the locations of the holding<br />
companies in the group can be seen from the presentation<br />
“shareholdings“ in the notes.<br />
»»<br />
The <strong>AG</strong> has in addition to the location in Ulm a further<br />
production plant still in Vaihingen/Enz. Exclusively machines<br />
of the WOLFF trademark are produced here.<br />
»»<br />
Moreover there is a representation in Minsk, Belarus.<br />
»»<br />
In addition <strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> has throughout Germany two<br />
service centers still. These are training and communication<br />
centers for tradesmen, the trade and object managers at<br />
strategically important locations in Dresden und Munich.<br />
»»<br />
The French holding company with registered seat in<br />
Soissons moreover operates a sales and distribution office<br />
in Paris.<br />
Special features group management report<br />
»»<br />
All companies now included in the consolidated financial<br />
statements are of insignificance of the consolidated<br />
financial statements.<br />
Ulm, 14 March 2013<br />
The management board<br />
66
Visit us at:<br />
www.uzin-utz.com<br />
Investor Relations Internet Service<br />
<strong>Uzin</strong> <strong>Utz</strong> <strong>AG</strong> financial report for the year <strong>2012</strong> is available as<br />
PDF-file for download.<br />
Please visit www.uzin-utz.com, category “Investor Relations”.<br />
Imprint<br />
Published by<br />
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft<br />
D-89079 Ulm<br />
Investor Relations<br />
Produced by<br />
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft<br />
Barbara Lang, Ulm<br />
büro ballweg, ulm<br />
Designed by<br />
büro ballweg, ulm<br />
Photography<br />
Sebastian Copeland, Los Angeles<br />
Photography (Portraits)<br />
Miriam Groener - Photography, Ulm<br />
Text<br />
<strong>Uzin</strong> <strong>Utz</strong> Aktiengesellschaft<br />
Barbara Lang, Ulm<br />
67
<strong>2012</strong><br />
»»<br />
Sebastian Copeland, born 1964 in<br />
France, worked in advertising for many<br />
Dieselstrasse 3<br />
D-89079 Ulm<br />
Phone +49 (0)731 4097-0<br />
Fax +49 (0)731 4097-110<br />
www.uzin-utz.de<br />
years before he exclusively dedicated<br />
himself to the environmental protection<br />
and art photograph. In 1987 he<br />
graduated as Bachelor of Arts (Film)<br />
at UCLA University of California, Los<br />
Angeles.<br />
»»<br />
His work appears among others in<br />
National Geographic, USA Today, Cosmopolitan,<br />
Elle, GQ, Marie Claire und<br />
Vanity Fair and is shown in international<br />
galleries and museum exhibitions.<br />
»»<br />
Sebastian Copeland is one of the<br />
most well-known environmental activists<br />
worldwide with the focus on<br />
the climate change. He is a member<br />
of the Management Board of „Global<br />
Green Organisation“, which belongs to<br />
Green Cross International, founded by<br />
Mikhail Gorbachev. Sebastian Copeland<br />
runs expeditions to the arctic sea,<br />
Greenland and the Antarctic, where he<br />
stipulated new routes and set up four<br />
polar records.<br />
»»<br />
The depicted photographs of the<br />
award-winning photographer were<br />
made within the framework of his last<br />
expedition to the Antarctic. During the<br />
eighty two day discovery trip Copeland<br />
took photos of places which no<br />
person has ever seen or entered before.<br />
The surreal gigantic landscape features<br />
abstracted organic forms, which<br />
remind of paintings or graphical illustrations.<br />
The borders between nature<br />
and art created by people appear to<br />
disappear. The expansive, untouched,<br />
white and blue areas of the most varied<br />
forms convey clarity, peace and<br />
quiet.<br />
»»<br />
Sebastian Copeland lives and works<br />
in Bel Air near Los Angeles.<br />
68