Annual Report 2012
Sustainable Principles.
Valuable Solutions.
We
WE preserve
protect value
value
Contents
Editorial2
At a Glance
4
Sustainable Principles. Valuable Solutions.
5
A Discussion with the Executive Board
6
We Protect Value
10
Management Report
12
Consolidated Financial Statements
18
Consolidated Balance Sheet
18
Consolidated Income Statement
20
Changes in Equity Statement
22
Consolidated Cash Flow Statement
24
Notes to the Consolidated Financial Statements
25
Changes in Non-current Assets
42
Auditors’ Report
44
Report of the Supervisory Board
46
Editorial
Dear Ladies and Gentlemen,
for the acceptance of a bank’s products and
services. I am therefore pleased to report that
2012 was a very successful year for Semper
our asset management department was recog-
Constantia Privatbank. Supported by operating
nised by independent branch specialists with
income of nearly EUR 37 million, profit on ordi-
the “Golden Bull“ award. We also held second
nary activities rose to EUR 11.6
place in the ranking of the
million. The bank’s balance
top asset managers in the
sheet total amounted to EUR
German-speaking
602 million at the end of the
tries, which represents the
year, which represents nearly
best result for an Austrian
three-times the equity required
private bank. The Semper
by § 22 (1) of the Austrian
Constantia
Banking Act.
also rated first in three
funds
coun-
were
categories.
These numbers are the result
of a strategy that has formed
Our results are also im-
the foundation for business
pressive in view of the
activities since the bank’s take-
difficult and complex con-
over, a strategy that is based
ditions that characterise
on fairness, honesty, transpar-
today’s
banking
sector.
ency and sustainability. Semper Constantia
Among others, I would like to recall the high
Privatbank is the bank by entrepreneurs for
volatility on the stock and bond markets, the
entrepreneurs and private clients with an entre-
substantial political instability over key Euro­
preneurial focus. Its notable success is based
pean issues and interest levels that have fallen
on a motivated, highly qualified and entrepre-
to the freezing point.
neurially oriented staff, who I would now like
We see our responsibility, first of all, in under-
to thank for their dedication and commitment.
External awards are an important benchmark
2
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
standing the needs and interests of our clients.
few of the most important problems.
This insight forms the basis for defining the
best possible services and investment alterna-
Political pragmatism demands that the rich
tives.
countries provide support for the poor countries. That is one of the most important require-
This type of approach is not new, but has been
ments for a united Europe.
frequently neglected in recent decades and
replaced in part by a focus on high-risk profit­
In conclusion, I would like to thank our clients
maximisation. The sustainable protection of
for their trust and their loyalty. I can assure you
wealth was increasingly pushed into the back-
that we will also direct our energy and honest
ground.
sense of responsibility to protecting your interests – and your value – in the future.
From the bank’s position, we cannot overlook
the fact that there are many unresolved issues
in Europe that demand our attention and active
engagement – the north-south divide, the poverty prevailing in many East European countries
and the serious unemployment among young
Erhard F. Grossnigg
people across the continent – to name only a
3
At a Glance
Key Data on 2012
Assets under management and administration: EUR 8.39 billion
Balance sheet total: EUR 601.57 million
Loans and advances to clients: EUR 139.15 million
Deposits by clients: EUR 461.28 million
Profit on ordinary activities: EUR 11.59 million
Equity as per § 23 (14) no. 7 of the Austrian Banking Act: EUR 64.95 million
Employees: 131
All data as of 31 December 2012
4
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Sustainable Principles. Valuable Solutions.
Semper Constantia Privatbank is one of the
As an independent house, Semper Constantia
leading private banks in Austria. At the time of
Privatbank serves as the asset manager for
its founding more than 20 years ago, the goal
companies, individuals and private founda-
was to create a bank for entrepreneurs and
tions. It markets its own asset management
wealthy private individuals that meets the high
and fund products, creates investment funds
standards and requirements of these demand-
for third parties and develops and sells real es-
ing clients.
tate products. Recognised settlement expertise
makes it one of the leading custodial banks in
The successful entrepreneurs who now own
Austria.
Semper Constantia Privatbank together with
their entrepreneurially oriented team guaran-
The bank’s long-term partnerships with cus-
tee the implementation of a solid and sustain-
tomers are based on sustainability, service
able business model that is the mark of a true
excellence, an entrepreneurial orientation and
private bank. The foundations of this model are
actions, and on respect. Every member of the
proven, conservative asset management and a
Semper Constantia Privatbank staff is ­instructed­
highly responsible advising philosophy.
to represent the values of the bank and to understand the values of his or her clients.
5
“Another great step forward!“
A discussion with Executive Board members
mentioned, our managed assets rose to over
Dietmar Baumgartner and Martin Schiller.
EUR 8 billion. Earnings also increased in relation to costs – in total, we are very pleased with
Mr. Baumgartner, when you look back on
the year’s results.
2012 – are you happy with what you see?
As seen from the outDietmar Baumgartner: Yes,
side, the second half-
2012 was a very good year
year was dominated by
from our point of view. The
the “Praktiker“ project.
bank took another great step
How would you summa-
forward. With managed as-
rise the results?
sets of EUR 8.4 billion, profit on ordinary activities of
Dietmar
Baumgartner:
EUR 11.6 million and a capital
“Praktiker“
was
ratio of 23%, we are one of
cial subject that involved
the most profitable and sta-
only part of the bank and
ble private banks in Austria.
extensive work for our
However, our success is not
clients. However, it is im-
only reflected in monetary
portant to note that these
values. We have regained a
a
spe-
types of special invest-
growing number of clients who left us during
ments only represent a small part of our activ-
the crisis years because of stability concerns.
ities. We have now modified the organisation
And we have also been receiving very positive
to more clearly define the bank’s role in these
signals from the labour market through the
types of transactions and ensure that there will
high quality and rising number of applicants.
be no misunderstandings in the future over the
possible related risks. To be precise, we will
And how was the year from a financial point
continue to offer similar opportunistic invest-
of view, Mr. Schiller?
ments to interested clients in the future, but
have now outsourced their management.
Martin Schiller: 2012 was very successful from
the financial viewpoint. As my colleague just
6
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
What course will a private bank like Semper
again. For us, sustainability means that the in-
Constantia take in the future?
terests of our clients will always represent the
sole focus of our activities. Long-term service
Martin Schiller: Ever since the bank was found-
instead of an emphasis on short-term earnings.
ed, our core expertise has included asset man-
Only someone who understands the needs of
agement, investment funds and the custodial
clients can act accordingly. Objective and con-
business, in particular the administration of
flict-free solutions with transparent fees form
more complex asset struc-
the basis for trust and long-
tures. We also intend to re-
term cooperation to gen-
main true to this course in
erate appropriate returns.
the future and re-establish
We are convinced that long-
our position as the market
term success in our industry
leader among the private
is dependent on a sustaina-
banks. In order to meet
ble orientation and actions.
this goal, we must further
This understanding must be
improve the quality of our
shared by every staff mem-
products and services in
ber in order to create a suc-
order to strengthen our cli-
cessful symbiosis between
ent relations and continue
the bank and its clients. It
to pursue our expansion
also means a remuneration
course.
system for our staff that
places customer satisfaction and long-term per-
The motto for this year’s annual report is:
formance at the forefront of activities. Semper
“Sustainable Principles. Valuable Solutions.“
Constantia Privatbank must stand for integrity.
What is meant by this phrase?
Last, but not least, the position of our owners
is an important factor. As successful entrepre-
Dietmar Baumgartner: Sustainability was orig-
neurs with long-term perspectives, they guar-
inally a principle in the forestry sector, where
antee that our clients will find a house that is
it meant that the amount of timber cut should
focused on sustainability.
never exceed what can subsequently grow
7
In other words, a continuous dialogue be­­
Motivated staff with individual “products“.
tween clients and the bank’s staff based on
How do you structure your portfolio of prod-
shared principles?
ucts and services?
Martin Schiller: Correct. We see ourselves as a
Martin Schiller: Clearly towards asset manage-
bank by and for entrepreneurs with an entre­
ment and niche products. Our focus is placed
preneurially oriented staff. And we want the
on investments, an area we cover very well and
dialogue between our clients and staff to func-
where we see our core expertise. From diversi-
tion on this basis.
fied management mandates that protect value
and special funds managed in accordance with
Key word “entrepreneurially oriented em-
individual client requirements as well as mutual
ployees“. How do you promote team spirit in
funds in special areas like emerging markets.
the bank?
Another important area of our business is our
flexible offering of fund structures and custo-
Dietmar Baumgartner: We recently introduced
dial bank services for external fund managers.
a new staff appraisal system that is based on
We also have many years of experience in the
two performance criteria. On the one hand,
real estate branch, which we now market in
the traditional earnings viewpoint and, on the
the form of managed open real estate funds,
other hand, a behavioural component with a
real estate share funds and investment apart-
50% weighting. This behavioural component
ments. Our staff can also offer clients “best in
includes parameters like teamwork, sense of
class“ solutions that meet the highest demands
responsibility, client orientation and perfor-
for objectivity and professionalism. Personal
mance. We don’t want entrepreneurial drive to
responsibility and an absence of pre-defined
be just a theoretical part of the mission state-
product guidelines play an important role in
ment, but a value that is lived every day and
motivating our staff.
has an important influence on our employees’
compensation. In this way, we want to make
Dietmar Baumgartner: Our new corporate ser-
sure the interests of our staff coincide with the
vices offering should also be mentioned in con-
interests of the bank and our clients.
nection with this last question.
8
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Our main activity is to manage and optimise
Dietmar Baumgartner: Personally, I want to
the monetary and capital markets. The result-
successfully support the bank’s growth course
ing know-how and expertise are equally valid
and further sharpen our market positioning
and applicable to our clients’ assets and liabil-
with respect to sustainability and service ex­
ities. In line with our comprehensive advising
cellence. I also intend to put a special empha-
as a bank for entrepreneurs, we will also offer
sis on the traditional private banking business.
active advising for business people, treasurers
Potential clients should be able to learn more
and CFOs in the future. Whether the issue in-
about us and our strengths, and I want to invite
volves optimised treasury solutions for foreign
our “old“ clients to rediscover us as a dynamic
currency, liquidity or interest management or
and reliable partner. In doing so I will be fo-
support in arranging and placing bond issues
cussing on Austria's entrepreneurs, in line with
– Semper Constantia constantly seeks to pro-
our motto “A bank by entrepreneurs for entre-
vide its corporate clients with the broadest and
preneurs“. In addition, I want to look beyond
most objective service.
Austria’s borders and develop a strategy for
our targeted expansion into the neighbouring
Last, but not least, a personal question for
countries.
the “new“ man on the Executive Board. What
are your plans for this year?
9
We protect value
We want to be the best private bank in Austria.
See value and live value
This is a claim we can only meet with the trust
of our clients. Therefore, our most important
More than ever before, value is a dominating
goal is to earn and justify this trust at all times.
factor in our lives and our decisions. We want
to understand our clients better by understand-
Ask the questions – understand the answers
ing their values and, in this way, provide better
advice and service. However, we also want to
An advisor can only make the right recommen-
bring our clients’ values in line with our basic
dations when he or she knows what the client
understanding of private banking and establish
really needs. That is why we always listen be-
a deep sense of trust.
fore we talk. What are the client’s investment
requirements? What are the short-, medium-
A good private bank must be flexible as well
and long-term goals? And, above all – what are
as sensitive in reacting to the latest trends.
the client’s basic personal and financial values,
Not only people are different, but generations
what private and professional principles does
are different and have changing expectations,
he or she consider important and valuable?
tastes and lifestyles. That is why standard solutions are normally not good enough. Customised solutions are the right solutions. With this
approach, we can prepare very precise service
offers and propose optimal investment alternatives.
10
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Valuable decisions
Real understanding, instead of nice words
This type of approach is not new, but has been
Today’s clients must know that their bank un-
frequently neglected in recent decades and re-
derstands them, that they can trust their advi-
placed in part by a focus on high-risk profit max-
sor and that he or she can provide advice that
imisation. The sustainable protection of wealth
reflects their needs and basic values.
was increasingly pushed into the background.
Many people have again started to question
We therefore place high value on motivated and
the circumstances surrounding investments as
entrepreneurially oriented staff and compen-
well as ethical and sustainability factors. They
sate these men and women equally according
then work to integrate their values into all their
to financial and ethical parameters. Our goal is
­decisions. We are ready to supply the answers
to harmonise our staff and customer satisfac-
to their questions.
tion in order to maximise our achievements –
with respect to both value and sustainability.
That places value with us in the best of hands.
11
Management Report to the Consolidated Financial Statements
as of 31 December 2012 of Semper Constantia Privatbank
Aktiengesellschaft
Business and operating environment
statements by ECB president Mario Draghi during the summer that confirmed further support
Aktienge-
for the currency. However, the continent slid
sellschaft is an Austrian private bank whose
into a recession as a result of the austerity poli-
business activities are focused on the manage-
cies implemented throughout Europe, while the
ment, administration and growth of significant
US economy remained in the positive range due
assets. It serves as a private bank for entre-
to the expansive, election year monetary policy
preneurs, institutional investors, individuals
pursued by the Federal Reserve.
Semper
Constantia
Privatbank
and private foundations. The bank maintains
its headquarters in Vienna and also operates a
For investors, the easing on the financial
branch office in Villach. Its clients are located
markets led to positive development in near-
primarily in Austria as well as in the neighbour-
ly all traditional asset classes. Liquidity in the
ing countries.
Semper Constantia Group fell below the high
­prior­year level due to the increased interest in
Aktienge-
­investments, but returned to a very ­satisfactory
sellschaft is owned by well-known Austrian in-
corridor that reflects the regained trust of
­
dustrialists, whose financial backing and know-
­clients.
Semper
Constantia
Privatbank
how guarantee the implementation of a solid
and sustainable business model with low-risk,
The sound development of the markets and the
conservative asset management and a highly
successful acquisition of new business offset
responsible advising philosophy.
the significant outflow of funds caused by the
loss of a major institutional client and led to
Report on the development of business
an increase in assets under management and
deposit to approx. EUR 8.39 billion.
The year 2012 was characterised by numerous
attempts on the part of central banks to ease
In 2012 Semper Constantia Privatbank Aktien­
the tensions in the international financial sys-
gesellschaft generated the best results since
tem. These efforts were largely successful: in
its takeover by the ownership consortium in
particular, the Euro crisis cooled, at least for
December 2009. Profit on ordinary activities
­
the time being, following an agreement by the
rose from EUR 3.96 million to EUR 11.59 mil-
Euro zone countries over the creation of the
lion, in part supported by the optimal devel-
European Stability Mechanism (ESM) and clear
opment of the banking book. In contrast, the
12
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Changes in major balance sheet positions during 2012:
2012
2011
Change
absolute
Change
relative
Balance sheet total
601.57
723.72
(122.15)
(16.9)
Loans and advances to financial institutions
133.05
198.36
(65.31)
(32.9)
EUR m
Loans and advances to clients
139.15
140.74
(1.59)
(1.1)
Debt and other fixed-interest securities
120.20
107.32
12.88
12.0
Deposits by financial institutions
Deposits by clients
43.90
4.48
39.42
879.9
461.28
629.42
(168.14)
(26.7)
balance sheet total fell 16.9% to EUR 601.57
The continuity of the staff is one of the bank’s
million as of 31 December 2012 (31 Decem-
strengths and guarantees the consistent quali-
ber 2011: EUR 723.72 million). This decline is
ty of its services.
attributable to the outflow of funds resulting
from a shift in the investment funds to securi-
The requirements of the new §§ 39b and 39c
ties. Operating profit amounted to EUR 10.77
of the Austrian Banking Act were ­implemented.
million, or EUR 3.07 million lower than the pre-
The Semper Constantia Group now has a remu-
vious year. Operating income remained nearly
neration policy that reflects the general princi-
constant in year-on-year comparison at EUR
ples defined by the EU for a risk-oriented remu-
35.82 million (2011: EUR 35.30 million), but
neration strategy in the banking sector.
operating expenses rose by 16.7% to EUR 25.05
million (2011: EUR 21.47 million).
The capital ratio (qualifying capital in r­elation
to required capital multiplied by the legal
Financial and non-financial performance in-
­requirement of 8%) equalled 23% (2011: 23%).
dicators
This clearly exceeds the legal minimum as well
as the branch average.
The Semper Constantia Group had an average of
131 employees in 2012 (2011: 123 ­employees).
13
With a return on equity (based on profit on or-
The new shareholder structure for Semper
dinary activities) of 18%, Semper Constantia
Constantia Privatbank Aktiengesellschaft that
Group remains one of the most profitable bank-
resulted from this reorganisation shows an in-
ing groups in Austria.
crease in the investment held by the two major shareholders, Hans Peter Haselsteiner and
Profit on ordinary activities is typical for a pri-
­Erhard F. Grossnigg, from 52% to 85%.
vate bank that focuses on asset management.
It consists primarily of commission income as
Dietmar Baumgartner was appointed to the
well as income and expenses from financial
­Executive Board as the third member, effective
transactions.
on 1 January 2013, based on a circular resolution dated 19 July 2012.
Research and development
Semper Constantia Financial Services GmbH
The company has no research or development
was founded in December. This new ­company,
activities.
which provides services based on a license
issued in accordance with § 136 a of the
­
­Austrian Trade Code, views itself as a p
­ rovider
Significant events
of ancillary services that represent a direct
Aktienge-
­extension of banking activities. No significant
sellschaft moved into its new headquarters at
events occurred after the end of the reporting
Hessgasse 1, 1010 Vienna, at the end of July
year.
Semper
Constantia
Privatbank
2012. The entire staff of Semper Constantia Privatbank Aktiengesellschaft and all employees
Risk report on our financial instruments
of the Group’s subsidiaries now operate at the
same location.
The most important primary financial instruments used by Semper Constantia Privatbank
With a ruling dated 27 September 2012, the
Aktiengesellschaft, Vienna, are debt issued
Austrian Financial Market Authority approved
by public authorities, loans and advances to
the downstream merger of Copernicus II GmbH
financial institutions and clients, deposits by
with Semper Constantia Privatbank Aktienge-
financial institutions and clients, debt, shares,
sellschaft. This merger took effect on 2 October
investment certificates and participation capi-
2012 with recording in the company register.
tal. These primary financial instruments are reported on the balance sheet.
14
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Aktienge-
sent the holdings in Semper Constantia Invest
sellschaft, Vienna, applies the standard ap-
GmbH, Semper Constantia Immo Invest GmbH,
proach defined in § 22a of the Austrian Bank-
LeanMIS GmbH, Cantiga Holding GmbH & Co
ing Act to the calculation of credit risk. The
KG, Semper Constantia Asset Management
bank’s activities are focused on asset manage-
GmbH, and, since 13 December 2012, in Sem-
ment, and lending therefore takes on a sup-
per Constantia Financial Services GmbH.
Semper
Constantia
Privatbank
plementary function: for example, mortgage
loans are granted to clients for the purchase of
Foreign exchange risks are limited to a man-
investment apartments, and security deposito-
ageable scope by the definition of focal points
ries serve as collateral for Lombard loans. In in-
for securities investments. The preferred in-
terbank trading Semper Constantia works with
struments are Euro government bonds issued
counterparties that have a sound credit rating.
by selected member countries of the ­European
The risk of default on receivables is limited by
Union as well as bonds issued by corporations
appropriate collateral (also see page 36 of the
with sound credit ratings. The exposure in
notes for information on the risk arising from
Greek government bonds that was reported in
asset management).
the 2011 financial statements was reduced to
zero after the reorganisation.
Derivative financial instruments are ­contracted
on behalf of clients, whereby the volume of
Semper
Constantia
Privatbank
Aktienge-
these instruments is disclosed in the notes.
sellschaft, Vienna, executes foreign exchange
Derivative transactions are only concluded with
transactions primarily as closed transactions
clients when appropriate security is provided.
for clients, and the related foreign exchange
In order to effectively limit the related risk, col-
risks are therefore limited.
lateral agreements are concluded with all interbank partners. That means the market value
Primary financial assets and liabilities are based
of derivatives is continuously offset by liquid
on the same interest rate indicators, which lim-
funds as security.
its interest rate risk. The main volume of business is tied to the three-month Euribor. The re-
The investments held by Semper Constantia
maining liquidity risk arises from the possibility
Privatbank Aktiengesellschaft, Vienna, in other
of limited access to or inadequate functioning
companies are essentially intended to support
of the money market.
banking operations. These investments repre-
15
Interest rate risks are managed in accordance
Collateral
with recommendations made by the asset/lia-
strengthened during the past year. In addi-
bility management committee, which defines
tion, interest rate management was improved
measures to limit market risk and sets the cri-
through the use of repo-transactions. Plans
teria for asset-liability management on behalf
also call for a further improvement in liquidity
of the Executive Board.
and interest rate management.
The calculation of operational risk follows the
Measures were implemented to support the
basis indicator approach defined by § 22j of
internal capital adequacy assessment pro-
the Austrian Banking Act in connection with
cess (ICAAP) in accordance with Pillar II/Basel
§ 182 of the Solvency Directive.
II requirements. The bank has a defined risk
management
was
substantially
­strategy, which is revised on an annual basis.
Short-term liquidity is managed on a daily
basis by the treasury department of Semper
A risk capacity analysis compares the availa-
Constantia Privatbank Aktiengesellschaft. In
­
ble coverage with current risks based on the
order to measure and manage mid-term and
definitions provided by the risk strategy. This
structural liquidity risk, a liquidity (risk) anal-
analysis is prepared on a quarterly basis. In ac-
ysis is prepared automatically each day based
cordance with the ICAAP guidelines issued by
on complete balance sheet data and record-
the Austrian National Bank (OeNB), the analy-
ed ­entries. Risk controlling prepares a weekly
sis comprises a going concern scenario and a
­report for the Executive Board that covers var-
liquidation scenario. The business model uses
ious normal case scenarios with favourable/
measurement methods that reflect the propor-
adverse assumptions and different liquidity
tionality principle and also exceed the scope of
levels. Stress test scenarios are decisive for this
legal calculations for equity.
risk analysis. The goal is to create a refinancing
structure that also covers worst case scenarios.
16
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Outlook for 2013
tic that the volume and earnings gaps caused
by the loss of a major institutional client will
Investors are expected to reposition for the
be offset, at least in part, by new business.
coming years in 2013. The debt crisis in Europe
Appropriate growth should be possible in this
and the USA is still unresolved, and the mone-
environment with the bank’s proven products
tary policies followed by central banks are cre-
and advisory services as well as the increased
ating the basis for inflation. This could lead to a
acquisition of new client groups in Austria and
re-evaluation of fixed-interest investments and
other countries. A parallel reduction in costs
an increased focus on shares as an investment
will also support the generation of sound earn-
vehicle. Other real values will also remain pop-
ings in 2013, even if the unusually high 2012
ular. There is substantial demand for advising
level is not reached.
on asset allocation by an experienced private
bank, especially in times of strategic reorienta-
Vienna, 26 February 2013
tion. The Executive Board is therefore optimis-
The Executive Board
Dietmar Baumgartner
Helmut Urban Martin Schiller
17
Consolidated Balance Sheet as of 31 December 2012
Assets
1. Cash, balances with central banks
2. Debt issued by public authorities, which is
accepted by the central bank for refinancing:
a)Debt issued by public authorities and
similar securities
3.Loans and advances to financial institutions
a) Payable on demand
b) Other loans and advances
6.Shares and other non-fixed interest securities
7.Investments in other companies
8.Shares in subsidiaries
Thereof: accounted for as associated companies
EUR 0.00 (prior year: EUR 20,520.26)
9.Intangible assets
10.Property, plant and equipment
11.Other assets
12.Prepaid expenses and deferred charges
Balance sheet total
1. Foreign assets
2. Special assets in managed investment funds
18
Balance on
31.12.11
TEUR
110,815,998.96
184,515
51,090,907.05
59,935
59,935
133,051,414.42
77,100
121,261
198,361
139,148,997.16
140,739
120,199,832.29
107,322
107,322
21,931,543.76
18,298
257,049.93
258
0.00
20
51,090,907.05
74,620,119.97
58,431,294.45
4.Loans and advances to clients
5.Debt and other fixed-interest securities
a) From other issuers
Balance on
31.12.12
EUR
120,199,832.29
328,788.38
348
1,554,616.33
4,390
23,108,203.62
9,435
84,892.55
96
601,572,244.45
723,717
196,420,571.15
189,193
4,219,661,345.48
4,078,159
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Liabilities and equity
1.Deposits by financial institutions
a) Payable on demand
b) With agreed term or cancellation period
2.Deposits by clients
a) Other liabilities, thereof:
aa) Payable on demand
bb)With agreed term or cancellation period
Balance on
31.12.12
EUR
Balance on
31.12.11
TEUR
43,902,425.71
4,479
0
4,479
461,281,926.94
513,331
116,087
629,418
18,790,759.28
20,047
329,889.77
592
5,826,132.42
994
0
0
3,947
4,942
35,000,000.00
5,000
30,000
35,000
24,424,028.79
23,495
23,495
3,555,684.54
500
2,250
2,750
2,291,726.63
2,197
3,000.00
3
6,166,670.37
794
601,572,244.45
723,717
2,949,634.20
2,813
42,015,130.91
1,887,294.80
336,911,123.93
124,370,803.01
3.Other liabilities
4.Deferred income
5.Provisions
a) Provisions for severance compensation
b) Provisions for pensions
c) Tax provisions
d) Other
6.Subscribed capital
a) Subscribed capital
b) Participation capital
7.Share premium
a) Unappropriated
8.Other reserves
a) Statutory reserves
b) Miscellaneous reserves
1,181,951.00
0.00
220,000.00
4,424,181.42
5,000,000.00
30,000,000.00
24,424,028.79
500,000.00
3,055,684.54
9.Liability reserve as per § 23 (6)
of the Austrian Banking Act
10. Non-controlling interests
11. Total profit
1.Contingent liabilities
Thereof: Liabilities from sureties and guarantees
from the provision of collateral
2.Credit risks
Thereof: Liabilities arising from pensions
2,949,634.20
2,813
356,778.24
313
0
0.00
3.Liabilities arising from fiduciary transactions
36,335,557.69
0
4.Qualifying capital as per § 23 (14) of the Austrian Banking Act
64,945,651.58
63,097
22,798,227.46
22,207
22,141
80,259,959.70
20,320
5.Required capital as per § 22 (1) of the Austrian Banking Act
Thereof: Required capital as per § 22 (1) no. 1 and 4
6. Foreign liabilities
22,798,227.46
19
Consolidated Income Statement for the Financial Year
from 1 January to 31 December 2012
1.Interest and similar income, thereof:
From fixed-interest securities: EUR 4,823,004.91
2.Interest and similar expenses
I. Net Interest Income
3.Income from securities and investments in
other companies
a) Income from shares, other participation rights
and non-fixed interest securities
b) Income from investments in other companies
Thereof: accounted for as associated companies
EUR 34,418.83
c) Income from shares in subsidiaries
4.Fee and commission income
5.Fee and commission expenses
6.Income/expenses from financial transactions
7.Other operating income
b)Other administrative expenses
(miscellaneous)
9.Valuation adjustments to assets
recorded under items 9 and 10
10.Other operating expenses
III. OPERATING EXPENSES
20
31.12.2011
TEUR
17,604,021.18
17,620
(11,963,934.65)
(10,500)
5,640,086.53
7,120
301,057.04
34,418.83
322
25
4,479.74
II. Operating Income
8.General administrative expenses
a) Personnel expenses, thereof:
aa)Salaries
bb)Expenses for legally required social
security and payroll-related duties
and mandatory contributions
cc) Other employee-related expenses
dd)Expenses for pensions and similar
support payments
ee) Expenses for severance compensation
and contributions to employee
severance compensation funds
31.12.2012
EUR
339,955.61
58,915,755.06
(39,467,528.07)
6,923,812.82
3,463,821.60
0
347
58,956
(40,951)
8,993
838
35,815,903.55
35,304
(9,541,982.44)
(9,197)
(2,018,815.82)
(93,937.05)
(2,079)
(100)
(118,813.64)
(136)
(340,848.75)
(156)
(12,186,207.84)
(24,300,605.54)
(9,060)
(20,727)
(644,706.25)
(102,723.57)
(622)
(119)
(25,048,035.36)
(21,469)
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
IV. Operating Profit
11.Valuation adjustments to receivables and expenses arising
from transactions with securities recorded under current assets
12.Income from the reversal of valuation adjustments to receivables and
income arising from transactions with securities recorded under current assets
13. Valuation adjustments to securities that are accounted for as financial assets
Thereof: accounted for as associated companies EUR 24,486.00
14. Income from valuation adjustments to securities that are accounted for
as financial assets
V. Profit on Ordinary Activities
15. Income taxes
16.Non-income based taxes
VI. Net Profit for the Year
17.Changes in reserves
a) Addition to liability reserve as per
§ 23 (6) Austrian Banking Act
b)Addition to other reserves
18. Distribution on participation capital
VII. Net Profit for the Year (after Changes to Reserves)
19. Non-controlling interests
20. Profit carried forward
VIII. Total Profit for the Year
31.12.2012
EUR
31.12.2011
TEUR
10,767,868.19
13,835
(3,731,891.19)
(3,064)
3,259,015.63
(252,357.75)
1,150
(8,168)
1,547,191.61
204
11,589,826.49
3,958
(2,907,403.61)
(159,117.63)
(817)
(16)
8,523,305.25
3,124
(900,455.76)
2,250,000.00
(168)
0
(168)
(2,250)
5,372,849.49
707
0.00
793,820.88
0
87
6,166,670.37
794
(94,771.22)
(805,684.54)
21
Changes in Equity Statement
Issued capital
Share premium
Other reserves
31 December 2009
EUR
35,000,000.00
23,006,080.29
0.00
Distribution Semper
0.00
0.00
0.00
Net profit for the year
0.00
0.00
0.00
Addition to liability reserve
0.00
0.00
0.00
Consolidation of SC Invest GmbH (formerly: CPB KAG)
0.00
503,000.00
0.00
Consolidation of Cantiga Holding GmbH & Co KG
0.00
(3,000.00)
0.00
Consolidation of AMG
0.00
(10,911.17)
0.00
Distribution to participation capital
0.00
0.00
0.00
35,000,000.00
23,495,169.12
0.00
Profit carried forward
0.00
0.00
0.00
Distribution Semper
0.00
0.00
0.00
Net profit for the year
0.00
0.00
0.00
Addition to other reserves
0.00
0.00
2,750,000.00
Addition to liability reserve
0.00
0.00
0.00
Distribution to participation capital
0.00
0.00
0.00
35,000,000.00
23,495,169.12
2,750,000.00
Profit carried forward
0.00
0.00
0.00
Net profit for the year
0.00
0.00
0.00
Addition to other reserves
0.00
0.00
805,684.54
Addition to share premium
0.00
928,859.67
0.00
Addition to liability reserve
0.00
0.00
0.00
Distribution participation capital
0.00
0.00
0.00
35,000,000.00
24,424,028.79
3,555,684.54
31 December 2010
31 December 2011
31 December 2012
22
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Liability reserve
Non-controlling
interests
Profit carried
forward
Net profit for
the year
Total
1,962,015.98
(14.16)
(15,974.27)
0.00
59,952,107.84
0.00
0.00
(6,611.58)
0.00
(6,611.58)
0.00
14.16
0.00
7,426,858.44
7,426,872.60
67,283.24
0.00
0.00
(67,283.24)
0.00
0.00
0.00
0.00
0.00
503,000.00
0.00
3,000.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
(10,911.17)
0.00
0.00
0.00
(2,250,000.00)
(2,250,000.00)
2,029,299.22
3,000.00
(22,585.85)
5,109,575.20
65,614,457.69
0.00
0.00
109,575.20
(109,575.20)
0.00
0.00
0.00
0.00
(2,250,000.00)
(2,250,000.00)
0.00
0.00
0.00
3,124,487.72
3,124,487.72
0.00
0.00
0.00
(2,750,000.00)
0.00
167,656.19
0.00
0.00
(167,656.19)
0.00
0.00
0.00
0.00
(2,250,000.00)
(2,250,000.00)
2,196,955.41
3,000.00
86,989.35
706,831.53
64,238,945.41
0.00
0.00
706,831.53
(706,831.53)
0.00
0.00
0.00
0.00
8,523,305.25
8,523,305.25
0.00
0.00
0.00
(805,684.54)
0.00
0.00
0.00
0.00
0.00
928,859.67
94,771.22
0.00
0.00
(94,771.22)
0.00
0.00
0.00
0.00
(2,250,000.00)
(2,250,000.00)
2,291,726.63
3,000.00
793,820.88
5,372,849.49
71,441,110.33
23
Consolidated Cash Flow Statement for the Financial Year
from 1 January to 31 December 2012
2012
2011
Change
Net profit for the year
TEUR
8,654
3,124
5,530
Depreciation, amortisation and write-ups
1,228
9,342
(8,114)
Proceeds from the sale of non-current assets
697
40
658
Other non-cash income and expenses
(34)
(25)
(9)
Change in long-term provisions
188
(243)
431
10,733
12,238
(1,505)
65,310
(124,622)
189,933
1,590
247,888
(246,299)
Securities (current)
(29,632)
(32,773)
3,140
Other assets/prepaid expenses and
deferred charges
(10,215)
(2,515)
(7,700)
220
0
220
Gross cash flow
Increase/decrease in:
Loans and advances to financial institutions
Loans and advances to clients
Tax provisions
Other provisions
477
(483)
959
39,423
(2,539)
41,962
(168,136)
(5,203)
(162,933)
(1,518)
(1,690)
172
(91,749)
90,301
(182,050)
Payments made for investments in financial assets
(9,724)
(209)
(9,515)
Payments made for investments in other non-current assets
(1,239)
(822)
(416)
Proceeds from the sale of financial assets
30,464
21,976
8,488
Deposits by financial institutions
Deposits by clients
Other liabilities/deferred income
Net cash flow from operating activities (OCF)
0
0
(0)
Net cash flow from investing activities (ICF)
Proceeds from the sale of other non-current assets
19,502
20,945
(1,443)
Distribution on/issue of participation capital
(2,250)
(2,250)
0
Cash inflows from shareholder contributions
727
0
727
Increase from Copernicus II merger
71
0
71
0
(2,250)
2,250
(1,452)
(4,500)
3,048
Change in cash and cash equivalents
(73,699)
106,746
180,445
Cash on hand, deposits with national bank 1.1.2012
184,515
77,768
106,747
Cash on hand, deposits with national bank 31.12.2012
110,816
184,515
(73,699)
73,699
(106,747)
180,446
Distribution Semper
Net cash flow from financing activities (FCF)
Change
24
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Notes to the Annual Financial Statements as of ­
31 December 2012 of Semper Constantia Privatbank
Aktiengesellschaft
The difference resulting from the transfer of
I. General Information
assets was credited to the share premium.­
These consolidated financial statements were
prepared in accordance with generally accepted
Based on settlement agreements concluded by
accounting principles and in keeping with the
Semper
general objective of presenting a true and fair
sellschaft with Semper Constantia Invest GmbH
picture of the asset, financial and earnings po-
and another partnership limited by shares, all
sition of the company.
receivables and liabilities held these two part-
Constantia
Privatbank
Aktienge-
nerships are netted out by fund.
The accounting and valuation methods comply
with the accounting principles defined by the
II. Consolidation Range
Austrian Commercial Code and the supplementary provisions of the Austrian Banking Act.
Subsidiaries – financial institutions
In preparing the notes, the schedule of maturi-
Semper Constantia Invest GmbH, Vienna
ties for loans and advances to and deposits by
Semper Constantia Immo Invest GmbH, Vienna
100.00%
99.95%
financial institutions and clients was based on a
remaining term of three months or more.
Semper
Therefore, the figures on this schedule differ
sellschaft, Vienna, holds a direct stake of 94.9%
from the items reported as payable on demand
in Semper Constantia Immo Invest GmbH as
on the balance sheet.
well as an indirect investment of 5.05% through
Constantia
Privatbank
Aktienge-
its subsidiary Cantiga Holding GmbH & Co KG.
Semper
Constantia
Privatbank
Aktienge-
This represents a combined holding of 99.95%.
sellschaft, Vienna, has maintained a trading
book since the start of its operating activities
Subsidiaries – securities firms
on 5 December 2009.
On 27 September 2012 the Austrian Financial
Semper Constantia Asset ­
Management GmbH, Vienna
100.00%
Market Authority approved the downstream merger of Copernicus II GmbH, as the transferring
company, with Semper Constantia Privatbank Aktiengesellschaft, as the accepting company.
25
panded to include Semper Constantia Financial
Subsidiaries – other companies
Services GmbH. A notification was filed with the
Cantina Holding GmbH & Co KG ­
(financial holding company), Vienna­
Limited partnership investment
Semper Constantia Financial
­Services GmbH
100.00%
taxation authorities to indicate the founding
of an integrated company for VAT purposes,
which includes Semper Constantia Privatbank
Aktiengesellschaft, the two investment corporations and the securities firm. This notification
The indirect investment in CPB Immobilien
was amended in December 2012 to report the
Investment Services GmbH was sold by the
­
addition of Semper Constantia Financial Servic-
parent company Semper Constantia Immo
es GmbH.
­Invest GmbH in 2012.
III. Consolidation Principles and Methods
Investments in other companies
The consolidation is based on the book ­value
method defined in § 254 (1) no. 1 of the
LeanMIS GmbH, Vienna
25.03%
­Austrian Commercial Code. In accordance with
§ 254 (1) no. 2 of the Austrian Commercial
The subsidiaries Semper Constantia Invest
Code, any remaining consolidation differences
GmbH, Semper Constantia Immo Invest GmbH,
are offset against reserves.
Semper Constantia Asset Management GmbH,
Cantiga Holding GmbH & Co KG and Sem-
As part of the consolidation process, receiv-
per Constantia Financial Services GmbH are
ables were offset against the corresponding
included in the financial statements through
­
liabilities. All intragroup income and expens-
full consolidation. The investment in LeanMIS
es were eliminated during the consolidation.
GmbH is accounted for as an associated com-
There were no interim profits during the report-
pany by applying the equity method.
ing year, and the elimination of such items was
therefore unnecessary.
Semper
Constantia
Privatbank
Aktienge-
sellschaft, Semper Constantia Invest GmbH,
The principles that form the basis for the con-
Semper Constantia Immo Invest GmbH and
solidation are applied analogously to account-
Semper Constantia Asset Management GmbH
ing procedures under the equity method.
have formed a corporate group for tax purposes pursuant to § 9 (1) of the Austrian Corporate
Tax Act. In December 2012 this group was ex-
26
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
IV.Accounting and Valuation Methods
Securities that are held for resale or with the
intention to utilise existing or expected differ-
1. Foreign currency balances
ences between the purchase and sale price or
price fluctuations over the short-term are re-
The Euro value of foreign currency balances is
corded in a securities trading book pursuant to
determined through translation at the average
§ 22b (1) of the Austrian Banking Act and car-
exchange rate on the balance sheet date.
ried at market price. Securities recorded under
other current assets are held primarily for the
2.Securities
investment and management of liquid funds.
Current and non-current securities are valued
Debt instruments issued by public authorities
in accordance with the lower of cost or mar-
as well as bonds and other fixed interest se-
ket principle. In accordance with § 56 (2) and
curities are recorded under non-current assets
(3) of the Austrian Banking Act, premiums and
in cases where they represent a strategic long-
discounts are distributed proportionately as in-
term position (intention to hold and remaining
come or expense over the remaining term of
term of more than one year) based on a previ-
the respective item.
ous or recent resolution of the Executive Board.
Non-current securities are designated as such
Transaction costs, e.g. brokerage and arrange-
on the books.
ment fees, are not capitalised because the
amounts are immaterial and the allocation may
3. Loans and advances to financial institu-
be complex.
tions and clients
Securities are classified as held for trading, oth-
Loans and advances to financial institutions
er current assets or investments (non-current
and clients are carried at nominal value or the
assets). Classification under non-current assets
lower fair value.
reflects the intention to hold these securities
over the long-term (remaining term > 1 year),
4.Investments in other companies and
i.e. there is no intention to sell the securities
shares in subsidiaries
prematurely. A number of these securities serve
as collateral reserves. The Executive Board or
Investments in other companies and shares in
the asset/liability committee is responsible for
subsidiaries are carried at acquisition cost or
deciding whether securities meet the criteria
the lower fair value, unless the equity method
for classification as non-current.
is used. Shares in subsidiaries are valued by applying the equity method.
27
5. Intangible assets, land and buildings, and
The building was therefore reclassified from
property, plant and equipment
non-current assets (property, plant and equipment) to current assets (other current assets).
Intangible assets are comprised entirely of
EDP software. These items are amortised on a
6. Special accounts for severance compensa-
straight-line basis, which equals five years for
tion and pensions
standard products.
The provision for severance compensation is
Buildings, furniture, fixtures and office equip-
calculated in accordance with financial prin-
ment are carried at acquisition cost less ordi-
ciples and the Austrian "Teilwertverfahren"
nary straight-line depreciation. In accordance
­method based on a discount rate of 2.5% per
with tax regulations, annual depreciation is
year (2011: 3.5% per year). In accordance with
recorded in full for additions made during the
the transition rules defined by Austrian law, the
first six months; one-half this amount is record-
retirement age was adjusted in 2004 to 65 for
ed for additions made during the second six
men and, in some cases, also for women.
months of the year.
In 2012 the remaining pension contributions
Low-value assets are written off completely
were also transferred to BONUS Pensionskassen
in the year of acquisition and simultaneously
Aktiengesellschaft for employees whose one-
treated as disposals.
year waiting period had expired. The ­
related­
accounts were closed.
The depreciable or useful life is based on the
asset category: buildings are depreciated over
7. Other provisions
fifty years, adaptations or installations in buildings owned by third parties over ten years, of-
Other provisions include employee-related ac-
fice furnishings over ten years and technical
cruals (performance bonuses, vacations, over-
office equipment and EDP hardware over five
time work) and also reflect other uncertain ob-
years.
ligations and recognisable risks.
The building at Franzensbrückenstrasse 26,
8. Other liabilities
1020 Vienna, which served as the company’s
second office up to the relocation, was desig-
Liabilities are stated at their nominal value or
nated as available for sale based on an Execu-
the higher repayment amount.
tive Board resolution dated 30 October 2012.
28
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
9. Derivative financial transactions
that were paid or received are reported under
other assets or other liabilities, respectively. Op-
Derivative financial transactions (futures, swaps,
tion premiums are recognised as liabilities up to
options) are classified as hedging instruments
the exercise date. If these written options have
in accordance with their intended purpose. As
a higher value as of the balance sheet date, the
pending transactions, they are generally not
difference is included under other provisions.
shown on the balance sheet. Option premiums
V. Notes to the Balance Sheet
1. Schedule of maturities by remaining term
EUR
31.12.2012
31.12.2011
Loans and advances to financial institutions
Up to 3 months
Over 3 months and up to 1 year
Over 1 year and up to 5 years
Over 5 years
58,430,553.32
0.00
0.00
0.00
121,261,296.66
0.00
0.00
0.00
Total
58,430,553.32
121,261,296.66
Loans and advances to clients
Up to 3 months
Over 3 months and up to 1 year
Over 1 year and up to 5 years
Over 5 years
18,738,967.97
5,208,496.67
21,965,467.08
48,393,028.55
17,339,205.39
924,846.69
11,622,147.02
61,083,296.30
Total
94,305,960.27
90,969,495.40
Deposits by financial institutions
Up to 3 months
Over 3 months and up to 1 year
Over 1 year and up to 5 years
Over 5 years
1,887,294.80
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Total
1,887,294.80
0.00
53,970,761.38
70,230,041.63
170,000.00
0.00
66,109,402.74
49,477,513.65
0.00
500,000.00
124,370,803.01
116,086,916.39
Deposits by clients
Up to 3 months
Over 3 months and up to 1 year
Over 1 year and up to 5 years
Over 5 years
Total
29
The above schedule does not include loans and
after the deduction of a proportional share
advances or deposits that are payable on de-
of write-downs. The difference/discount be-
mand.
tween the repayment amount and the acquisition cost for non-current securities totalled
Debt and other fixed-interest securities include
EUR 50,351.59 as of 31 December 2012 (2011:
loans and advances of EUR 32,900,000.00 that
EUR 74,996.53) after the addition of a propor-
are due in 2013 (2011: EUR 24,000,000.00 that
tional share of write-ups.
are due in 2012).
The following table shows the classification
of bonds and other fixed-interest securities,
2.Securities
shares and other non-fixed interest securities,
The difference/premium between the acquisi-
shares in subsidiaries and investments in other
tion cost and the repayment amount of non-­
companies by category: admitted for trading on
current securities totalled EUR 1,254,766.17 as
a stock exchange, listed or not listed:
of 31 December 2012 (2011: EUR 1,712,977.51)
EUR
Bonds and other fixed-interest securities
(incl. proportional share of
premium/discount)
Shares and other
non-fixed interest securities
Total
30
Admitted for trading
on a stock exchange
Thereof
listed
Thereof
not listed
120,199,832.28
120,199,832.28
0.00
269,612.18
269,612.18
0.00
120,469,444.46
120,469,444.46
0.00
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Bonds and other fixed-interest securities as
a stock exchange, are classified as current or
well as shares and other non-fixed interest
non-current as follows:
securities, which are admitted for trading on
EUR
Bonds and other fixed-interest securities
(incl, proportional share of
premium/discount)
Admitted for
­trading on a­
stock exchange
Thereof
non-current
Thereof current
(incl. trading
portfolio)
120,199,832.28
45,611,633.88
74,588,198.40
Shares and other non-fixed
interest securities
Total
269,612.18
0.00
269,612.18
120,469,444.46
45,611,633.88
74,857,810.58
The difference between the acquisition cost
ber 2012 (2011: EUR 88,607,739.12). The
and the higher market value of listed current
total carrying amount as of that date was
securities as of the balance sheet date totalled
EUR 64,818,569.45 (2011: EUR 86,782,589.12).
EUR 1,735,067.44 (2011: EUR 110,558.41).
Non-current securities include debt and other
fixed-interest securities as well as debt issued
Shares and other non-fixed interest securities
by public authorities and investment certif-
include investment certificates that are not ad-
icates that are not admitted for trading on a
mitted for stock exchange trading, which had
stock exchange.
a carrying amount of EUR 21,482,724.37 as of
31 December 2012 (2011: EUR 17,688,237.23).
The securities trading book had a total volume
of EUR 4,102,435.24 as of 31 December 2012
The market value of non-current securities
(2011: EUR 413,471.56).
totalled EUR 66,830,420.52 as of 31 Decem-
31
3. Related parties
2016: EUR 207,749.71). Rental obligations
total EUR 1,099,146.00 for the next financial
Deposits by clients include EUR 158,324.68
year (2011 for 2012: EUR 1,138,260.30) and
(2011: EUR 226,513.59) due to companies in
EUR 6,032,476.25 for the next five financial
which an investment is held.
years (2011 for 2012–2016: EUR 5,441,940.30).
4. Non-current assets
5. Other assets
The schedule of changes in non-current assets
Income that will only become due and payable
is presented on pages 42f.
after the balance sheet date represents the accrued interest shown in the above table. The
Obligations arising from the use of leased prop-
limited partnership interest in Premium Spital-
erty, plant and equipment that is not shown on
gasse 19A GmbH & Co KG is held by the bank
the balance sheet amount to EUR 74,044.02
on a temporary basis. Information on the prop-
for the next financial year (2011 for 2012:
erty at Franzensbrückenstrasse 26, 1020 Vien-
EUR 63,838.16) and to EUR 204,111.67 for
na, is provided under the section on accounting
the next five financial years (2011 for 2012–
and valuation methods.
Other assets comprise the following items:
EUR
2012
2011
10,114,217.12
3,108,828.39
Accrued interest
2,362,216.22
2,248,500.91
Premium Spitalgasse 19A GmbH & Co KG
1,643,369.02
1,370,060.00
Variation margins on futures and forward
exchange contracts concluded for funds
Settlements with taxation authorities
Real estate in Franzensbrückenstrasse
Miscellaneous
Total
32
396,659.23
608,951.83
3,446,627.00
0.00
5,145,115.03
2,098,809.50
23,108,203.62
9,435,150.63
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
6. Equity and comparable liabilities
tion is to be made on participation capital if
and to what extent this capital is covered by
The bank’s subscribed capital is divided into
net profit for the year after changes in reserves,
5,000,000 zero par value shares, each of which
contingent upon the approval of the distribu-
represents an equal stake.
tion by the issuer’s annual general meeting.
Subscribed capital also includes 30,000 equally
7. Other provisions and liabilities
ranked bearer participation certificates with a
nominal value of EUR 1,000 each and a total
Other provisions consist chiefly of employee-­
nominal value of EUR 30,000,000. The terms
related provisions totalling EUR 2,751,338.69
of the participation capital were amended as of
(2011: EUR 2,178,700.27).
7 December 2010 to increase the number of
certificates from 300 to 30,000. The registered
Significant expenses that will only become due
global certificates were replaced by an amend-
and payable after the balance sheet date rep-
able collective instrument in accordance with
resent accrued interest, commission liabilities
§ 24 of the Austrian Depository Act, Austrian
and the distribution on participation capital. As
Federal Gazette no. 424/1969.
of 31 December 2012, these liabilities totalled
EUR 6,447,048.39 (2011: EUR 5,984,640.83).
The dividend on participation capital for the
2012 financial year totalled EUR 2,250,000.00
(2011: EUR 2,250,000.00), which represents
an annual 7.5% (gross) return on the nominal
amount.
The participation certificates carry a claim to
profit-based income on participation capital in
accordance with § 23 (4) of the Austrian Banking Act and do not create any obligation for the
subsequent payment of dividends. A distribu-
33
Other liabilities comprise the following:
EUR
Variation margins on futures and forward
exchange contracts concluded for funds
2012
2011
10,205,836.46
10,221,103.62
Distribution on participation capital
2,250,000.00
2,837,157.53
Commission liabilities
2,499,054.60
2,098,792.48
Accrued interest
1,697,993.79
1,048,690.82
252,809.43
851,174.39
0.00
0.00
Accruals for payments received
Amounts due to taxation authorities
Special pension accounts (other liabilities)
Other liabilities
Total
0.00
31,000.57
1,885,065.00
2,958,850.43
18,790,759.28
20,046,769.84
8. Additional information on balance sheet
Newedge Group, Zurich, Euroclear Bank, Brus-
items
sels, and JP Morgen Chase Bank, London, as well
as loans and advances to financial institutions
The amounts deposited in 2012 as s
­ecurity
with a carrying amount of EUR 34,799,920.20
for the arrangement and settlement risks
(2011: EUR 34,896,558.20).
connected with deposits by financial institutions consist of the following: securities with
Foreign
a market value of EUR 152,455,099.40 (2011:
EUR 95,038,158.90 (2011: EUR 98,807,171.32),
EUR 143,449,016.38) with Oesterreichische
and foreign currency liabilities amounted to
Kontrollbank Aktiengesellschaft, Vienna, Oes-
EUR 7,092,514.23 (2011: EUR 39,348,481.47).
terreichische Nationalbank, Vienna, and the
34
currency
assets
totalled
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
9. Fair value of financial instruments
EUR
2012
2011
Carrying amount of debt issued by public authorities
14,892,775.05
35,275,159.86
15,936,280.00
36,713,410.00
Carrying amount of debt and other fixed-interest securities
45,611,633.88
47,262,816.12
46,529,202.00
47,684,870.00
Fair value
Fair value
The bank had recognised the following derivative financial instruments for its own account as of
31 December 2012:
EUR
Carrying amount
Carrying amount
Liabilities
Provisions
631.50
48,728.00
49,225.19
627,503.13
0.00
577,299.42
Put options
Short-term written put options
(remaining term under 1 year)
Long-term written put options
(remaining term between 2 and 10 years)
Fair value
The options represent options to shares of
terest rate for the remaining term and a vol-
Immofinanz AG. These options were valued
atility of 47.75%. The asset (premium paid) is
by applying the Black-Scholes model, whereby
reported under other receivables, while the
the parameters included a market price of EUR
liability (premium received) is recorded under
3.176 as of 31 December 2012, a risk-free in-
other liabilities.
EUR
Carrying amount
Carrying amount
Interest rate swaps
Accrued interest
Deferred income
217,200.15
76,340.24
Accrued interest
Provision
20,190.94
16,828.89
Interest rate swap with Commerzbank
Interest rate swap with Deutsche Bank
Fair value
408,859.88
37,019.83
35
EUR
Futures
SXDH3 EuroStoxx Mid200 March 2013
Carrying amount
Fair value
Receivable
33,024.96
(33,024.96)
Receivable
VGH3 EuroStoxx 50 March 2013
10. Below-the-line positions
44,400.00
(44,400.00)
by Semper Constantia Invest GmbH, whereby
Semper Constantia Invest GmbH is the second-
Contingent liabilities arising from guarantees
ary defendant in most of these cases. Semper
amounted to EUR 2,949,634.20 as of 31 De-
Constantia Invest GmbH considers the risk aris-
cember 2012 (2011: EUR 2,812,915.10) and
ing from possible financial liabilities to be ex-
were contrasted by contingent receivables of
tremely low because the company has a right
the same amount (2011: EUR 3,092,915.10).
of recourse against the external asset manager, who carries indemnity insurance. For this
The major credit risks as of the balance sheet
reason, no provisions were recognised for the
date represented sold put options on assets of
costs associated with these legal proceedings.
EUR 356,778.24 (2011: EUR 312,844.48).
Qualifying equity as defined in § 24 of the AustriIt should be noted that 40 court proceedings
an Banking Act amounted to EUR 64,945,651.58
are currently pending in connection with the
(2011: EUR 63,097,375.15).
management of an investment fund created
36
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
11. Supplementary information
Special off-balance sheet financing transactions are classified as follows:
Purchase transactions over nominal value:
EUR
2012
Interest rate swaps
Interest rate futures
0.00
213,954,752.17
13,286,428.63
Interest rate options
Foreign exchange and interest rate swaps
Forward exchange contracts
36,312,187.78
294,927,168.00
243,230,388.47
364,646,028.54
1,080,515,498.38
1,273,903,709.69
2,506,771.79
7,880,016.27
Foreign exchange futures
Foreign exchange options
Asset-based contracts
2011
10,000,000.00
87,681,836.69
55,472,424.68
540,755,674.00
569,340,331.57
Commodities futures (market transactions)
0.00
0.00
Other futures, forward contracts
0.00
0.00
2,214,957,109.28
2,579,456,107.38
2012
2011
Total
Sale transactions over nominal value:
EUR
Interest rate swaps
10,000,000.00
0.00
Interest rate futures
213,954,752.17
29,086,428.63
Interest rate options
20,743,519.78
279,358,500.00
Foreign exchange and interest rate swaps
Forward exchange contracts
243,230,388.47
364,646,028.54
1,080,515,498.38
1,273,903,709.69
Foreign exchange futures
2,506,771.79
7,880,016.27
Foreign exchange options
87,681,836.69
55,472,424.68
514,646,675.50
512,953,484.18
0.00
0.00
Asset-based contracts
Commodities futures (market transactions)
Other futures, forward contracts
Total
0.00
0.00
2,173,279,442.78
2,523,300,591.99
The differences between the purchases and
sold put options on assets as defined in no. 1
sales of asset-based contracts resulted primar-
letter j of Appendix 1 to § 22 of the Austrian
ily from futures of EUR 6,130,800.00 on pro-
Banking Act.
prietary positions and from transactions with
37
The following purchase transactions were pending as of the balance sheet date:
EUR
2012
2011
8,433,862.59
8,258,457.38
Forward contracts for securities
35,279,453.41
59,354,545.83
Total
43,713,316.00
67,613,003.21
Money market transactions
The following sale transactions were pending as of the balance sheet date:
EUR
2012
Money market transactions
2011
8,433,862.59
8,258,457.38
Forward contracts for securities
35,277,043.51
59,351,210.77
Total
43,710,906.10
67,609,668.15
These transactions consist primarily of closed positions that will be settled for funds and other
clients.
Constantia Asset Management GmbH that con-
VI.Notes to the Income Statement
sists primarily of administrative fees and issue
Commission
income
includes
income
of
premiums.
EUR 6,242,301.13 (2011: EUR 5,824,310.96)
for administrative services (asset management
Income from financial transactions consists pri-
fees, custody account charges and depository
marily of income generated by the bank‘s own
bank fees) provided to third parties and income
foreign exchange business and income from
of EUR 9,291,058.42 (2011: EUR 11,668,436.52)
foreign exchange transactions carried out for
from securities transactions. This position also
clients.
includes
commission
income
of
EUR 35,817,024.04 (2011: EUR 36,432,591.46)
Other operating income includes project and
from Semper Constantia Invest GmbH, Semper
consulting fees charged out, including forward-
Constantia Immo Invest GmbH and Semper
ing expenses, as well as income from p
­ ersonnel
38
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
services
charged
out,
for
a
total
of
EUR 2,180,444.81 (2011: EUR 244,722.06).
Of the total fees for the audit of the annual
financial statements, EUR 111,748.00 (2011:
EUR 112,614.54) were charged by BDO Austria
Expenses for severance compensation and con-
GmbH Wirtschaftsprüfungs- und Steuerber-
tributions to employee severance compensa-
atungsgesellschaft as the auditor of the indi-
tion funds amounted to EUR 224,446.63 (2011:
vidual and consolidated financial statements
EUR 67,173.04).
of Semper Constantia Privatbank Aktiengesellschaft, Vienna.
Income taxes are related entirely to profit on
ordinary activities. Deferred taxes totalling
3. Loans to members of the Executive Board
EUR 75,872.25 (2011: EUR 44,049.25) were not
and Supervisory Board
recognised. The stand-alone method was used
for allocation in connection with the group and
One member of the Executive Board was grant-
tax settlement agreement. Additional informa-
ed a loan of EUR 15,000.00 during the period
tion is provided in the notes under the section
from April to October 2012. This loan has since
on the consolidation range.
been repaid in full. The interest rate was based
on the three-month Euribor plus 0.75%.
VII. Other Disclosures
In
1.Employees
December
Supervisory
­
2010
Board
one
was
member
granted
of
the
a
loan­
of EUR 2,110,000.00. This loan, which had
The Group had an average of 131 employees
increased
to
an
outstanding
balance
of
(only salaried employees) in 2012 (2011: 123).
EUR 2,200,000.00, was extended for a further
year in December 2012. The interest rate is
2. Auditor’s fees
based on the three-month Euribor plus 1%. A
securities depository serves as collateral for the
The auditor’s fees amounted to EUR 251,177.82
loan, which is covered by more than 100%. The
in 2012 (2011: EUR 243,102.07) and included
respective Supervisory Board member resigned
the following:
from this corporate body in 2012.
EUR
Audit of the annual financial statements
2012
2011
160,600.04
160,481.70
Tax advising
60,833.80
65,320.12
Other consulting services
29,743.98
17,300.25
251,177.82
243,102.07
Total
39
4. Expenses for severance compensation and pensions
The following expenses were recognised for the Executive Board and key employees in 2012:
EUR
2012
2011
Expenses for severance compensation
60,654.13
30,338.70
Payments to employee severance compensation funds
35,349.93
29,051.39
Expenses for pension accounts
22,130.49
26,556.19
118,134.55
85,946.28
Total
5. Remuneration of the Executive Board and
GmbH, which holds a stake of 59.06% (2011:
Supervisory Board
52%) in the audited company.
The disclosures required by § 239 (1) no. 3 and
Copernicus I GmbH is a financial holding cor-
4 of the Austrian Commercial Code are not pro-
poration as defined in § 2 no. 25 of the Aus-
vided in accordance with the protective clause
trian Banking Act and, consequently, forms a
set forth in § 241 (4) of the Austrian Commer-
KI-Group pursuant to § 30 (1) of the Austrian
cial Code.
Banking Act with Semper Constantia Privatbank
Aktiengesellschaft, Vienna, and its subsidiaries
Expenses totalling EUR 55,000.00 were recog-
Semper Constantia Invest GmbH, Semper Con-
nised for the members of the Supervisory Board
stantia Immo Invest GmbH, Semper Constantia
of Semper Constantia Privatbank Aktienge-
Asset Management GmbH, Semper Constantia
sellschaft in 2012 (2011: EUR 78,333.33). The
Financial Services GmbH and Cantiga Holding
two investment fund companies recognised Su-
GmbH & Co KG. Copernicus I is the superior
pervisory Board remuneration of EUR 42,500.00
institution as defined in § 30 (1) of the Aus-
during the reporting year (2010: EUR 44,500.00).
trian Banking Act, while Semper Constantia
Privatbank Aktiengesellschaft, Vienna, is the
­superior financial institution as defined in § 30
6. Parent company
(5) of the Austrian Banking Act.
The parent company is Copernicus I GmbH,
Copernicus I GmbH, a financial holding corpo-
1010 Vienna, Walfischgasse 5.
ration and the parent company, prepares conSemper
Constantia
Privatbank
Aktiengesell­
schaft, Vienna, is a subsidiary of Copernicus I
40
solidated financial statements for the largest
group of companies.
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
7. Members of the Executive Board and Supervisory Board
Executive Board
Helmut Urban
Speaker of the Executive Board
Martin Schiller
Member
Dietmar Baumgartner
Member (since 1 January 2013)
Supervisory Board
Erhard F. Grossnigg
Chairman
Peter Püspök
Vice-Chairman
Alain de Krassny
Member (up to 26 June 2012)
Hans Peter Haselsteiner
Member
Roland Krempler
Member
Josef Blazicek
Member (up to 26 June 2012)
Birgit Wagner
Member
Patrick Draschtak
Member
Emanuel Auanger
Member (up to 18 July 2012)
Vienna, 26 February 2013
The Executive Board
Dietmar Baumgartner
Helmut Urban
Martin Schiller
41
Changes in Non-Current Assets
Acquisition cost on
1.1.2012
Additions
Disposals
Transfers
1. Debt issued by public authorities
45,823,915.00
7,854,000.00
38,382,550.00
0.00
2. Debt and other fixed-interest
securities
48,173,680.00
1,800,000.00
3,029,100.00
0.00
4,357,887.12
69,547.40
0.00
0.00
4. Investments in other companies
Thereof: associated companies
258,096.63
44,226.63
34,418.83
34,418.83
35,465.53
35,465.53
0.00
0.00
5. Shares in subsidiaries
a) Other companies
Thereof: associated companies
49,234.00
49,234.00
0.00
0.00
49,234.00
49,234.00
0.00
0.00
681,618.75
155,412.61
50,714.96
0.00
922,735.00
2,713,865.00
43,764.32
0.00
0.00
632,846.38
0.00
0.00
0.00
922,735.00
2,713,865.00
0.00
1,361,402.17
450,356.66
231,668.22
0.00
5,041,766.49
1,083,203.04
231,668.22
3,636,600.00
104,386,197.99
10,996,581.88
41,778,732.71
3,636,600.00
EUR
3. Shares and other non-fixed
interest securities
Investment certificates
6. Intangible assets
Software
7. Property, plant and equipment
a) Land with buildings
b) Buildings
c) Fixtures in buildings owned by
third parties
d) Furniture, fixtures and ­office
equipment (incl. low-value assets)
Total
42
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
Acquisition cost on
31.12.2012
Accumulated
amort./depr.
less write-ups
Carrying amount
on 31.12.2012
Carrying amount
on 31.12.2011
Annual amort./depr.
(write-ups)
15,295,365.00
402,589.95
14,892,775.05
35,275,159.86
204,601.47
46,944,580.00
1,332,946.12
45,611,633.88
47,262,816.14
449,118.72
4,427,434.52
113,274.00
4,314,160.52
4,244,613.12
0.00
257,049.93
43,179.93
0.00
0.00
257,049.93
43,179.93
258,096.63
44,226.63
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
20,520.26
20,520.26
0.00
0.00
786,316.40
457,528.02
328,788.38
347,749.38
162,250.61
0.00
0.00
676,610.70
0.00
0.00
38,221.70
0.00
0.00
638,389.00
922,735.00
2,578,170.00
41,575.00
0.00
54,278.00
36,032.38
1,580,090.61
663,863.28
916,227.33
847,821.25
321,986.66
2,256,701.31
702,084.98
1,554,616.33
4,390,301.25
412,297.04
69,967,447.16
3,008,423.07
66,959,024.09
91,799,256.64
1,228,267.84
43
Auditors’ Report for the Consolidated Financial Statements and the Management Report as per ­31 December
2012 of Semper Constantia Privatbank Aktiengesell­
schaft
Report on the consolidated Financial State-
or error; selecting and applying appropriate ac-
ments
counting policies; and making accounting estimates that are reasonable in the circumstances.
We have audited the accompanying ­consolidated
financial statements, including the account-
Auditor’s Responsibility and Description of
ing system, of Semper Constantia Privatbank
Type and Scope of the Statutory Audit
Aktien­
gesellschaft, Vienna, for the fiscal year
from January 1, 2012 to December 31, 2012.
Our responsibility is to express an opinion on
These consolidated financial statements com-
these financial consolidated statements based
prise the consolidated balance sheet as of
on our audit. We conducted our audit in ac-
December 31, 2012, the consolidated income
cordance with laws and regulations applicable
statement for the fiscal year ended December
in Austria and Austrian Standards on Auditing.
31, 2012, consolidated cash flow statement,
Those standards require that we comply with
consolidated statement of changes in equity as
professional guidelines and that we plan and
of December 31, 2012 and the notes to consol-
perform the audit to obtain reasonable assur-
idated financial statements.
ance whether the consolidated financial statements are free from material misstatement.
Management’s Responsibility for the Financial Statements and for the Accounting Sys-
An audit involves performing procedures to
tem
obtain audit evidence about the amounts and
disclosures in the consolidated financial state-
The Company’s management is responsible for
ments. The procedures selected depend on
the consolidated accounting system and for the
the auditor’s judgment, including the assess-
preparation and fair presentation of these con-
ment of the risks of material misstatement of
solidated financial statements in accordance
the consolidated financial statements, whether
with Austrian Generally Accepted Accounting
due to fraud or error. In making those risk as-
Principles and Austrian Banking Law. This re-
sessments, the auditor considers internal con-
sponsibility includes: designing, implementing
trol relevant to the Company’s preparation and
and maintaining internal control relevant to the
fair presentation of the financial statements in
preparation and fair presentation of consoli-
order to design audit procedures that are ap-
dated financial statements that are free from
propriate in the circumstances, but not for the
material misstatement, whether due to fraud
purpose of expressing an opinion on the effec-
44
Semper Constantia Privatbank | Management Report | Consolidated Financial Statements
tiveness of the Company’s internal control. An
financial statements and as to whether the oth-
audit also includes evaluating the appropriate-
er disclosures are not misleading with respect
ness of accounting policies used and the rea-
to the consolidated companies position. The
sonableness of accounting estimates made by
auditor’s report also has to contain a statement
management, as well as evaluating the over-
as to whether the consolidated ­
management
all presentation of the consolidated financial
report is consistent with the consolidated
statements.
financial statements.
We believe that the audit evidence we have ob-
In our opinion, the consolidated management
tained is sufficient and appropriate to provide
report is consistent with the consolidated
a basis for our audit opinion.
­financial statements.
Opinion
Vienna, 7 March 2013
BDO Austria GmbH
Our audit did not give rise to any objections. In
Wirtschaftsprüfungs- und Steuerberatungsge­
our opinion, which is based on the results
sellschaft
of
our audit, the consolidated financial statements
comply with legal requirements and give a true
Josef Schima
and fair view of the financial position of the
Andreas Thürridl
consolidated companies as of December 31,
certified public accountants
2012 and of its financial performance and its
cash flows for the fiscal year from January 1,
2012 to December 31, 2012 in accordance with
Austrian Generally Accepted Accounting Principles and Austrian Banking Law.
Comments on the consolidated Management
Report
Pursuant to statutory provisions, the consolidated management report is to be audited as to
whether it is consistent with the consolidated
This report is a translation of the original report in German, which is solely valid. Publication of the financial statements together with our auditor‘s opinion may only be made if the financial statements and the management report are identical with
the audited version attached to this report. Section 281 paragraph 2 UGB (Austrian Commercial Code) applies.
45
Report of the Supervisory Board
Dear Ladies and Gentlemen,
The Executive Board submitted all transactions
to the Supervisory Board that required the
The development of business during the 2012
consent of this body; these transactions were
financial year was, similar to the previous year,
subsequently approved. The Supervisory Board
influenced by the on-going difficult conditions
verified the correctness of actions taken by the
on the financial and capital markets. How­
Executive Board.
ever, Semper Constantia Privatbank Aktiengesellschaft was able to generate sound results
The Audit Committee of the Supervisory Board
for the reporting year.
met twice during 2012. These meetings dealt,
above all, with the preparation of a resolution
The Supervisory Board fulfilled the duties re-
on the annual financial statements and consol-
quired by law, the articles of association and
idated financial statements as well as a recom-
the rules of procedure in 2012. The Supervisory
mendation for the appointment of an auditor
Board regularly monitored the management of
for the 2013 financial year. The responsible
the bank and provided the Executive Board with
bank auditor was present at both meetings.
support on strategic issues.
One focal point of discussions during the reThe Supervisory Board held four meetings dur-
porting year was the composition of the Exec­
ing the reporting year at which the Executive
utive Board and, in particular, succession
Board provided extensive, up to date informa-
planning for this corporate body. Dietmar
tion on the development of business and the
Baumgartner was appointed to the Executive
standing of the bank, including the risk posi-
Board as of 1 January 2013.
tion and risk management. All relevant transactions were discussed openly and in detail based
There were a number of changes on the Su-
on written and verbal reports by the Executive
pervisory Board during the reporting year. At
Board. The Supervisory Board was therefore
the meeting on 26 June 2012 Alain de Krassny
able to fulfil the duties required by law and the
and Josef Blazicek informed the Supervisory
articles of association and also ensure compli-
Board chairman of their intention to resign as
ance with all relevant regulations by the bank’s
members of this body. The Employees‘ Council
management. Recommendations made by the
subsequently reduced the number of its dele-
Supervisory Board were accepted by the Exec-
gated members accordingly. The Supervisory
utive Board.
Board would like to thank Alain de Krassny,
Josef ­Blazicek and Emanuel Auanger for their
constructive cooperation.
46
The following persons were members of the Su-
grounds for objections and the auditor conse-
pervisory Board in 2012:
quently issued an unqualified opinion, confirming that the annual financial statements and
Erhard F. Grossnigg
the management report as well as the consoli-
Chairman
dated financial statements and the group man-
Peter Püspök
agement report meet legal requirements.
Vice-Chairman
Alain de Krassny
The Supervisory Board stated its agreement
Member up to 26 June 2012
with the annual financial statements for 2012
Roland Krempler
as presented by the Executive Board, with the
Member
recommendation for the distribution of profit
Hans-Peter Haselsteiner
and with the related recommendation of the
Member
Audit Committee, and approved the annual
Josef Blazicek
­financial statements as of 31 December 2012.
Member up to 26 June 2012
Therefore, these annual financial statements
Patrick Draschtak
are considered finalised in accordance with
Delegated by the Employees‘ Council
§ 96 (4) of the Austrian Stock Corporation Act.
Birgit Wagner
Delegated by the Employees‘ Council
In conclusion, the Supervisory Board would like
Emanuel Auanger
to thank the Executive Board and the entire
Delegated by the Employees‘ Council up to
staff for their commitment and performance in
26 June 2012
2012. Special thanks also go out to the clients
and business partners of Semper Constantia
The annual financial statements of ­
Semper
Privatbank for their trust.
Constantia Privatbank Aktiengesellschaft as of
31 December 2012 and the management re-
Vienna, March 2013
port, the consolidated financial statements as
For the Supervisory Board
of 31 December 2012 and the group management report and, in accordance with § 59 of the
Austrian Banking Act, the consolidated financial
statements and the group management report
of the majority shareholder Copernicus I GmbH
were audited by BDO Austria GmbH Wirtschaft-
Erhard F. Grossnigg
sprüfungs- und Steuerberatungsgesellschaft,
Chairman of the Supervisory Board
Vienna. The results of these audits provided no
47
Imprint
Publisher: Semper Constantia Privatbank Aktiengesellschaft
Concept, Text, Design: be.public Werbung Finanzkommunikation GmbH
Photos: outline pictures, corbis images
Printed by: Ueberreuter Print GmbH
48
Semper Constantia Privatbank Aktiengesellschaft
1010 Vienna | Hessgasse 1 | T +43 (1) 536 16 - 0 | www.semperconstantia.at