Annual Report
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ANNUAL REPORT Consolidated financial statements for the financial year from January 1 to December 31, 2019 KEY FIGURES KEY FIGURES 1/1 - 12/31/2019 1/1 - 12/31/2018 Change Consolidated revenues 1,2 in € millions 3,192.2 2,902.9 10% Consolidated revenues (annualized) 1,2 in € millions 3,390.9 3,333.0 2% EBITDA 1,2 in € millions 73.7 65.7 12% Consolidated profit/loss1,3 in € millions 18.3 -39.5 >100% Earnings per share basic 1,2 in EUR -4.73 -0.80 >-100% diluted 1,2 in EUR -4.30 -0.64 >-100% Cash flows from operating activities1 in € millions -76.1 -50.0 -52% Cash flows from investing activities 1 in € millions 204.6 -148.1 >100% Free cash flow1 in € millions 128.5 -198.1 >100% 12/31/2019 12/31/2018 Change Assets 3 in € millions 2,541.5 2,166.3 17% of which cash and cash equivalents in € millions 435.7 290.8 50% Liabilities 3 in € millions 2,113.3 1,627.3 30% of which financial liabilities in € millions 468.9 480.6 -2% Equity 3,4 in € millions 428.2 539.0 -21% Equity ratio 3,4 in % 16.8 24.9 -33% Employees at the reporting date 13,486 15,131 -11% 1 The prior-year consolidated statement of comprehensive income and the consolidated statement of cash flows were adjusted for comparison purposes according to the provisions set forth under IFRS 3.45 ff. and IFRS 5. 2 From continued operations. 3 The prior-year consolidated statement of financial position was adjusted for comparison purposes according to the provisions set forth under IFRS 3.45 ff. 4 Including non-controlling interests. Home 2 I AURELIUS ANNUAL REPORT CONTENT CONTENT TO OUR SHAREHOLDERS 04 LETTER TO SHAREHOLDERS 07 THE EXECUTIVE BOARD 08 REPORT OF THE SUPERVISORY BOARD 12 THE SUPERVISORY BOARD 14 THE AURELIUS SHARE 16 CORPORATE SOCIAL RESPONSIBILITY AT AURELIUS COMBINED MANAGEMENT REPORT AND GROUP MANAGEMENT REPORT OF AURELIUS EQUITY OPPORTUNITIES SE & Co. KGaA FOR THE PERIOD ENDING DECEMBER 31, 2019 20 COMBINED MANAGEMENT REPORT AND GROUP MANAGEMENT REPORT OF AURELIUS EQUITY OPPORTUNITIES SE & CO. KGAA AT DECEMBER 31, 2019 24 ECONOMIC REPORT 64 NET ASSET VALUE OF GROUP UNITS 65 FORECAST REPORT 67 REPORT ON RISKS AND OPPORTUITIES CONSOLIDATED FINANCIAL STATEMENTS 78 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 80 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 82 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 84 CONSOLIDATED STATEMENT OF CASH FLOWS 86 KEY ABBREVIATIONS 91 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 251 INDEPENDENT AUDITOR’S REPORT 255 IMPRINT/CONTACT AURELIUS ANNUAL REPORT I 3 LETTER TO SHAREHOLDERS LETTER TO SHAREHOLDERS Dear shareholders, employees, and friends of our company, 2019 was another successful business year for AURELIUS. We completed the biggest company sale in the history of AURELIUS with the sale of SOLIDUS in the middle of 2019. Other company sales, promising acquisitions and the positive performance of our portfolio companies are all reflected in the present results for the2019 financial year. In the 2019 financial year, consolidated revenues from continued operations rose by ten percent toEUR 3,192.2 million and the earnings before interest, taxes, depreciation and amortization (EBITDA) reached EUR 73.7 million, up by twelve percent from the previous year. Thanks to the successful company sales, cash and cash equivalents increased substantially, by 50 percent, to EUR 435.7 million. Looking back to the beginning, it is clear that our company’s history has been a success story, as outlined below. In the time since the company’s founding and IPO in 2006, we have significantly increased the company value of AURELIUS. In the same period, we have paid dividends of more than EUR 600 million to our shareholders and in- vested about EUR 200 million in share buybacks. This very good performance can be credited to your support and the dedication of the entire workforce of the AURELIUS Group. Considering the macroeconomic conditions during the time since the company was founded, our success story is not the result of an ideal economic environment, but the consequence of making the right decisions at the right times. After all, this period was marked by serious crises. The upheaval of financial markets in2008/2009 and the consequences for the banking system, the potential insolvency of some European nations and the possible end of the euro posed substantial risks and generated strong headwinds. From the beginning, the AURELIUS Group has specialized in the acquisition of companies and corporate spin-offs in crisis and exceptional situations. For this reason, an economy in upheaval presents an exciting and attractive environment for AURELIUS. Today, the global economy is under serious strain again. The foreseeable consequences of Brexit, the return to a nationalistic economic and trade policy by the United States and the coronavirus outbreak are doubtlessly the most significant factors threatening the future development of the global economy. The first two factors have hovered over all our heads like a sword of Damocles for some time already. The ongoing coronavirus crisis poses as yet unquantifiable risks for the economy in general and therefore also forAURELIUS . In the past year, we again nevertheless successfully identified and took advantage of opportunities in this uncertain environment. We sold four portfolio companies and acquired five new companies in2019 . In addition to the sale of SOLIDUS, which was the biggest exit in the history of AURELIUS with a multiple of 16 on capital employed and an enterprise value of EUR 330 million, we scored another very successful exit in October with the sale of the Scandinavian Cosmetics Group. The five new platform investments made in 2019 provide a highly promising basis for success in the future. The existing portfolio of currently 24 group companies also turned in a solid performance. We have gotten off to a successful start to 2020. In January the subsidiary GHOTEL hotel & living was sold for EUR 63 million. The pipeline of further transactions is well filled. The further effects of the ongoing coronavirus crisis on the global economy and our portfolio companies are not foreseeable at the present time. We are monitoring developments closely and will react quickly when necessary. Home 4 I AURELIUS ANNUAL REPORT LETTER TO SHAREHOLDERS As satisfied as we were with the performance of our portfolio companies in the past year, we were much less satisfied with the development of our share price. Besides the generally volatile state of the stock market, the repeated manipulation attempts of a short seller caused a substantial drop in our share price last year. We have done our best to counter these short-selling attacks with facts, and in one case we called in the German Federal Financial Supervisory Authority (known in Germany as BaFin) and the criminal prosecution authorities. In response, BaFin issued a warning and announced on February 4, 2020 that Ontake Research is in violation of Section 86 (1) of the German Securities Trading Act (WpHG). We continue to welcome an open and constructive dialog with private and institutional investors and with regis- tered and regulated providers of securities research. However, we will not engage in discussions with anonymous market manipulators, but leave it to BaFin and the German justice authorities to deal with this problem. We wish to thank our shareholders and all employees, supporters and friends of the AURELIUS Group. Together we will write the next chapter of our success story in 2020. Sincerely yours, The Executive Board of AURELIUS Management SE, personally liable shareholder of AURELIUS Equity Opportunities SE & Co. KGaA Munich, March 2020 Dr. Dirk Markus Gert Purkert Steffen Schiefer Fritz Seemann Matthias Täubl AURELIUS ANNUAL REPORT I 5 THE EXECUTIVE BOARD The Executive Board of AURELIUS Management SE (from left to right: Fritz Seemann, Gert Purkert, Matthias Täubl, Dr. Dirk Markus, Steffen Schiefer) Home 6 I AURELIUS ANNUAL REPORT THE EXECUTIVE BOARD THE EXECUTIVE BOARD Dr. Dirk Markus Chief Executive Officer Dr. Dirk Markus has overseen more than 100 private equity transactions since buying his first business in2002 . Previously he was with McKinsey & Company, where as a project manager he focused on process optimization and digitization as well as restructuring topics. Dirk was born in Regensburg, Germany, and grew up in Austria. He studied business administration in St. Gallen, Switzerland, and Copenhagen as a scholar of the German Academic Scholarship Foundation (Studienstiftung) and was awarded a PhD by St. Gallen. During his PhD studies, he spent a term as Visiting Research Fellow at Harvard University. Dirk is a member of the board of Trustees of the START Foundation, providing scholarships to gifted children with a migration background. Gert Purkert After studying physics in Leipzig and Lausanne/Switzerland, Gert Purkert worked for McKinsey & Company, where he gathered experience in process improvements, cost reduction programs and strategic restructuring programs.After that, he co-founded equinet AG in Frankfurt, an investment bank advising mainly small to medi- um-sized enterprises. As a member of the Executive Board of the Group’s portfolio company, he was responsible for conducting numerous M&A transactions and managing the portfolio companies. Steffen Schiefer After studying Business Administration at Johann-Wolfgang-Goethe University in Frankfurt am Main, Steffen Schiefer worked for DAX-listed Metallgesellschaft AG in Frankfurt am Main. In 1996, he joined ProSiebenSat.1 Me- dia AG as part of the IPO team. As Vice President Group Accounting, he was responsible for setting up the group accounting. He also served as Chief Financial Officer of wetter.com AG, a subsidiary of the ProSiebenSat.1 Group. In mid-2008, Steffen joined AURELIUS as Director Finance and has been CFO of AURELIUS since 2012.