Quarterly Report • Aug 13, 2020
Quarterly Report
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| in EUR thousands | ||
|---|---|---|
| Q1–Q2/2020 Q1–Q2/2019 | ||
| Sales | 476,253 | 695,466 |
| Adjusted gross profit | 84,227 | 123,612 |
| Adjusted gross profit margin in % | 17.7 | 17.8 |
| Adjusted EBITDA | 41,795 | 66,110 |
| Adjusted EBITDA margin in % | 8.8 | 9.5 |
| Adjusted EBIT | 23,655 | 49,943 |
| Adjusted EBIT margin in % | 5.0 | 7.2 |
| Adjusted result for the period | 12,681 | 33,030 |
| Adjusted undiluted earnings per share in EUR | 0.28 | 0.73 |
| Diluted adjusted earnings per share in EUR | 0.25 | 0.61 |
in EUR thousands
| Cash flow from operating activities 22,527 |
27,605 |
|---|---|
| Cash flow from investing activities (property, plant and | |
| equipment/ intangible assets) –11,353 |
–22,780 |
| Operating free cash flow 11,174 |
4,825 |
| Total free cash flow –10,019 |
–7,600 |
| Cash and cash equivalents 209,362 |
119,475 |
| Net debt 278,851 |
282,762 |
| Q1–Q2/2020 Q1–Q2/2019 | ||
|---|---|---|
| Employees at the reporting date | 3,042 | 3,925 |
| Employees (on average) | 3,393 | 3,912 |
| in EUR thousands | ||
|---|---|---|
| 06/30/2020 12/31/2019 | ||
| Balance sheet total | 1,018,360 | 979,244 |
| Equity | 310,343 | 318,007 |
| Equity ratio in % | 30.5 | 32.5 |
| Net working capital | 176,100 | 183,763 |
| Net working capital in % of sales (LTM) | 16.5 | 14.3 |
| Yield | ||
|---|---|---|
| in % | ||
| Q1–Q2/2020 Q1–Q2/2019 |
Return on capital employed (ROCE) 8.6 14.6
All figures shown are rounded, minor discrepancies may arise from additions of these amounts.
Net working capital ratio = Ratio of inventories and trade receivables less trade payables to sales of last twelve months. Net working capital ratio for Q1-Q2 2019 retrospectively adjusted according to the new definition.
Operating Free Cash Flow = Net cash flow from operating activities less net cash flow from investing activities (purchase of PP&E and intangible assets less proceeds from sales of PP&E). Operating free cash flow for Q1-Q2 2019 retrospectively adjusted according to the new definition.
ROCE = Adjusted EBIT / (total equity + financial liabilities (excl. refinancing costs, incl. lease liabilities) + pension and other similar benefits - cash and cash equivalents). ROCE for Q1-Q2 2019 retrospectively adjusted according to the new definition.
| Key Events in the first six Months of the Year 20204 | |
|---|---|
| Industry Environment6 | |
| Net Assets, Financial Position and Financial Performance 7 |
|
| Opportunities and Risk Report15 | |
| Outlook 16 |
|
| Events after the Balance Sheet Date18 | |
| Alternative Performance Measures19 |
| Consolidated Statement of Comprehensive Income 20 |
|
|---|---|
| Consolidated Balance Sheet21 | |
| Consolidated Statement of Changes in Equity 22 |
|
| Consolidated Statement of Cash Flows24 | |
| Notes to the Interim Consolidated Financial Statements25 | |
| Responsibility Statement35 |
| Financial Calendar and Contact Information36 | |
|---|---|
| Imprint36 |
The regions of APAC and China were combined into one region effective January 1, 2020 which was named APAC. Commencing January 1, 2020, the geographic segmentation of SAF-HOLLAND therefore consists of EMEA, the Americas and APAC.
In January 2020, SAF-HOLLAND acquired the remaining 30 per cent of the shares in the coupling specialist, V.Orlandi S.p.A. for a purchase price of EUR 21.2 million. As a result, SAF-HOLLAND now holds all the shares, after already acquiring a stake of 70 per cent in the first quarter of 2018.
The extraordinary general meeting of SAF-HOLLAND S.A. held on February 14, 2020 in Luxembourg, passed a resolution to convert the legal form into a European Company (Societas Europaea, SE) under the name of SAF-HOLLAND SE.
SAF-HOLLAND S.A. completed its conversion into a European Company (Societas Europaea, SE) upon being entered into the Luxembourg business register on February 24, 2020 under the name of SAF-HOLLAND SE.
On March 9, 2020 SAF-HOLLAND SE successfully placed a promissory note transaction with a volume of EUR 250 million via its subsidiary, SAF-HOLLAND GmbH. Because of the high demand and the resulting oversubscription, the final amount exceeded the target volume of EUR 100 million by EUR 150 million.
The tranches of the promissory note feature fixed as well as variable rates and maturities of three, three and a half, five, seven and ten years. All tranches were allocated at the lowest end of the respectively offered price range. The loan will be paid out to the company at the end of March and at the end of September 2020.
The proceeds will be used to finance the company generally and, in particular, to refinance the convertible bond that falls due on September 12, 2020 (volume: EUR 94.8million) and the 5-year tranches of the promissory note issued in November 2015 that falls due on November 27, 2020 (volume: EUR 52.0 million).
The issue will contribute to smoothing out the maturity profile and will widen the investor base of the SAF-HOLLAND Group.
On March 30, 2020, SAF-HOLLAND announced that it is adjusting the production in its global production network site specific, taking into account the respective requirements. This affects the two German plants in Bessenbach and Singen as well as the production and assembly plants in Turkey, Italy, Brazil, India and South Africa as well as some sales companies. The measures range from introduction of partial short time work in Germany to temporary site closures - largely by official order. The duration and extent of the production cut-backs will be adjusted flexibly.
On 5 May 2020, SAF-HOLLAND announced that Inka Koljonen would join SAF-HOLLAND Group as the Chief Financial Officer effective 1 September 2020 and be responsible for Finance, Accounting and Controlling, IT, Legal and Compliance, Internal Audit as well as Investor Relations and Corporate Communications.
Inka Koljonen succeeds Dr. Matthias Heiden at SAF-HOLLAND, who left the company on June 30, 2020.
During the transition period, CEO Alexander Geis will provisionally assume the CFO's responsibilities. He will be supported by the financial experts on the Supervisory Board, Ingrid Jägering and Dr. Martin Kleinschmitt.
On June 4, 2020 SAF-HOLLAND published the combined rating report from Euler Hermes Rating GmbH. The report confirms the investment grade rating.
In its rating, Euler Hermes Rating particularly emphasizes the sustainable growth prospects from the increasing global transport volumes and the Group's leading market positions in the markets for axle and suspension systems for trailers in the EMEA region and India as well as fifth wheels in the Americas region and the structurally-growing, less cyclical, high-margin spare parts business. It also positively assesses the high barriers to market entry.
At the same time, the assessment of the slightly increased market risk reflects the high dependency on the cyclical commercial vehicle sector and the intense competition, which currently is being exacerbated by the COVID-19 pandemic.
Euler Hermes Rating rates the financial risk of SAF-HOLLAND as low to moderate, with reference to its stable earnings power, high internal financing potential and solid financing base.
Activity on the global commercial vehicle market dropped sharply in the first half of 2020 on account of the dimming prospects for the economy, which were massively accentuated by the global spread of the COVID-19 pandemic in the second quarter. As a consequence, far fewer units were manufactured in the regions of North and South America, Europe, China and India.
According to the European Automobile Manufacturers Association, ACEA, the number of new registrations for heavy-duty trucks (over 16 tons) in the European Union in the first half of 2020 is significantly down on the level of the previous year (–44 per cent).
Some of the high-volume markets recorded sharp falls with Germany contracting 41 per cent, France 41 per cent and Italy 34 per cent.
After a significant decline in the production of Class 8 trucks in the fourth quarter of 2019 (–20 per cent), production in the first six months of 2020 lay 50 per cent below the comparative figure of the previous year. After a cyclical downturn in the first quarter, the second quarter saw massive production cuts on account of the coronavirus.
The South American market for trailers and heavy-duty trucks was not able to shield itself from the general market trend and also posted a decline in production of trailers (–15 per cent) and heavy-duty trucks (–20 per cent).
In response to the coronavirus, numerous manufacturers of trailers temporarily shut down their production plants at the end of the first quarter of 2020 and only restarted production successively over the course of the second quarter. As a result, trailer production volume declined by 35 to 40 per cent over the reporting period.
In this region, production also fell by roughly 40 per cent in the first half year on account of the COVID-19 pandemic.
Trailer production declined by roughly 30 per cent in the first half of 2020, largely on account of the coronavirus. The premium segment, which is most relevant for the business development of SAF-HOLLAND (consisting of disc brake technology and air suspension systems in response to more stringent legal requirements), was unable to shield itself from the negative market trend and also recorded a significant drop in demand.
The weak truck and trailer market seen in the previous year continued through into the first half of 2020 without change. As a result, approximately 45 per cent fewer trailers were manufactured from January to June 2020 than in the comparable period of the previous year and 45 per cent fewer trucks.
| kEUR | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total | Q1-Q2/2020 | in % | Total | Q1-Q2/2019 | in % | |||
| Q1–Q2/2020 | Adjustments | adjusted | of sales | Q1–Q2/2019 | Adjustments | adjusted | of sales | |
| Sales | 476,253 | – | 476,253 | 100.0% | 695,466 | – | 695,466 | 100.0% |
| Cost of sales | –398,550 | 6,524 | –392,026 | –82.3% | –576,741 | 4,887 | –571,854 | –82.2% |
| Gross profit | 77,703 | 6,524 | 84,227 | 17.7% | 118,725 | 4,887 | 123,612 | 17.8% |
| Other income | 803 | –18 | 785 | 0.2% | 715 | – | 715 | 0.1% |
| Selling expenses | –28,758 | 4,040 | –24,718 | –5.2% | –36,787 | 3,684 | –33,103 | –4.8% |
| Administrative expenses | –32,914 | 3,501 | –29,413 | –6.2% | –36,132 | 4,456 | –31,676 | –4.6% |
| Research and development costs | –8,157 | 177 | –7,980 | –1.7% | –10,728 | 172 | –10,556 | –1.5% |
| Operating profit | 8,677 | 14,224 | 22,901 | 4.8% | 35,793 | 13,199 | 48,992 | 7.0% |
| Share of net profit of investments accounted for | ||||||||
| using the equity method | 754 | – | 754 | 0.2% | 951 | – | 951 | 0.1% |
| EBIT | 9,431 | 14,224 | 23,655 | 5.0% | 36,744 | 13,199 | 49,943 | 7.2% |
| Finance income | 1,403 | – | 1,403 | 0.3% | 701 | – | 701 | 0.1% |
| Finance expenses | –7,516 | – | –7,516 | –1.6% | –5,826 | – | –5,826 | –0.8% |
| Finance result | –6,113 | – | –6,113 | –1.3% | –5,125 | – | –5,125 | –0.7% |
| Result before taxes | 3,318 | 14,224 | 17,542 | 3.7% | 31,619 | 13,199 | 44,817 | 6.4% |
| Income taxes | –1,640 | –3,221 | –4,861 | –1.0% | –10,851 | –936 | –11,787 | –1.7% |
| Income taxes in % | 49.4% | 27.7% | 34.3% | 26.3% | ||||
| Result for the period | 1,678 | 11,003 | 12,681 | 2.7% | 20,768 | 12,263 | 33,030 | 4.7% |
SAF-HOLLAND eliminates certain income and expense items to facilitate its operational management (see the notes on Alternative Performance Measures on page 19). The adjusted earnings presented below correspond to the management perspective.
In the first half-year of 2020 net expenses totalling EUR 14.2 million (previous year: EUR 13.2 million) were eliminated from earnings before interest and taxes (EBIT). These consist of restructuring expenses of EUR 9.4 million (previous year: EUR 8.5 million) and depreciation and amortisation of EUR 4.9 million (previous year: EUR 4.7 million) arising from purchase price allocations. The restructuring expenses primarily consist of severance payments, costs for the conversion of the parent company into a European Company and the transfer of the registered office to Germany, costs for the restructuring programme FORWARD 2.0 and costs for site closures (see segment reporting, page 10).
Net expenses totalling EUR 6.5 million were eliminated from the cost of sales in the first half of 2020 (previous year: EUR 4.9 million). These consist of restructuring expenses of EUR 5.4 million (previous year: EUR 3.8 million) and depreciation and amortisation of EUR 1.1 million (previous year: EUR 1.1 million) arising from purchase price allocations.
Net expenses totalling EUR 4.0 million were eliminated from selling expenses in the first half of 2020 (previous year: EUR 3.7 million). These consist of restructuring expenses of EUR 0.5 million (previous year: EUR 0.3 million) and depreciation and amortisation of EUR 3.5 million (previous year: EUR 3.4 million) arising from purchase price allocations.
Moreover, expenses of EUR 3.5 million (previous year EUR 4.5) were eliminated from general administrative expenses, almost all of which relate to restructuring expenses.
With regard to research and development costs, an amount of EUR 0.2 million (previous year EUR 0.2 million) was eliminated, consisting almost solely of depreciation and amortisation arising from purchase price allocations.
The weighted average Group tax rate used to calculate the net result for the period increased slightly to 27.7 per cent (previous year: 26.3 per cent).
The development described below describes the changes in the most significant line items of the income statement in the reporting period after eliminating the extraordinary items discussed above.
Due to market conditions and corona Group sales in the first half of 2020 came to EUR 476.3 million, 31.5 per cent below the previous year's level of EUR 695.5 million. The additional sales contributed by the entities acquired since January 2019 amount to EUR 1.6 million.
Currency effects amounted to EUR –0.8 million and resulted primarily from currency changes of the US dollar against the Euro as well as of the Brazilian real against the Euro. Consequently, after eliminating the effects of exchange rates and acquisitions, sales decreased by 31.6 per cent to EUR 475.5 million.
Sales in the OE business decreased by 36.3 per cent or EUR 191.6 million to EUR 336.4 million in the reporting period from January to June 2020. The sales share of the OE business decreased from 75.9 per cent to 70.6 per cent.
| in EUR thousands | ||||
|---|---|---|---|---|
| Change | ||||
| Q1–Q2/2020 Q1–Q2/2019 | absolute Change in % | |||
| Original equipment business | 336,374 | 527,930 | –191,556 | –36.3% |
| Spare parts business | 139,879 | 167,536 | –27,657 | –16.5% |
| Group sales | 476,253 | 695,466 | –219,213 | –31.5% |
| Original equipment business in % | ||||
| of Group sales | 70.6% | 75.9% | ||
| Spare parts business in % of | ||||
| Group sales | 29.4% | 24.1% | ||
By contrast, sales of the spare parts business decreased by just EUR – 27.7 million or 16.5 per cent to EUR 139.9 million. Consequently, the sales share of the spare parts business increased from 24.1 per cent to 29.4 per cent.
Adjusted gross profit decreased to EUR 84.2 million in the first half of 2020 (previous year: EUR 123.6 million) due to lower sales. Due to the significantly higher share of the high-margin spare parts business, the adjusted gross margin came to 17.7 per cent. However, this almost matches the gross margin achieved in the comparable period of the previous year of 17.8 per cent.
Despite the sharp decrease in sales, SAF-HOLLAND generated an adjusted EBIT of EUR 23.7 in the first half of 2020 (previous year: EUR 49.9 million). This corresponds to an adjusted EBIT margin of 5.0 per cent (previous year: 7.2 per cent). The deterioration of the margin is attributable to the cost stickiness effect and impairment losses of EUR 5.6 million recorded on inventories. The cost-savings realised in selling and administrative expenses had a positive effect.
As of June 30, 2020 SAF-HOLLAND employed 3,042 people worldwide (previous year: 3,925 employees). Compared to the previous year, the number of employees has therefore decreased by 22.5 per cent. The reduction in the headcount was spread over all regions in order to address the changed market situation.
| 06/30/2020 03/31/2019 | ||
|---|---|---|
| EMEA | 1,412 | 1,464 |
| Americas | 1,300 | 1,833 |
| APAC | 330 | 628 |
| Total | 3,042 | 3,925 |
The financial result slightly decreased in the reporting period from January to June 2020 to EUR –6.1 million (previous year: EUR –5.1 million). Financial income improved by EUR 0.7 million to EUR 1.4 million mainly due to realised capital gains on foreign currency loans and dividends. Finance expenses increased by EUR 1.7 million to EUR 7.5 million, mainly due to unrealised capital losses on foreign currency loans and dividends and higher interest expenses related to interest bearing loans and bonds.
When calculating the adjusted net profit for the period, a Group's weighted average tax rate of 27.7 per cent (previous year: 26.3 per cent) was applied. The adjusted net profit for the first half of 2020 of EUR 12.7 million (previous year: EUR 33.0 million) lies 61.6 per cent below the previous year's level.
Based on unchanged approximately 45.4 million ordinary shares outstanding, adjusted basic earnings per share for the reporting period from January to June 2020 amounted to EUR 0.28 (previous year: EUR 0.73) and adjusted diluted earnings per share amounted to EUR 0.25 (previous year: EUR 0.61).
EMEA
| in EUR thousands | ||||
|---|---|---|---|---|
| Q1–Q2/2020 Q1–Q2/2019 | Change | absolute Change in % | ||
| Sales | 267,877 | 348,035 | –80,158 | –23.0% |
| EBIT | 16,919 | 29,513 | –12,594 | –42.7% |
| EBIT margin in % | 6.3% | 8.5% | ||
| Additional depreciation and amortization of property, plant and equipment and intangible |
||||
| assets from PPA | 2,321 | 2,147 | 174 | 8.1% |
| PPA step-up from inventory measuring of acquisition |
– | 2 | –2 | – |
| Restructuring and transaction | ||||
| costs | 2,249 | 2,224 | 25 | 1.1% |
| Adjusted EBIT | 21,489 | 33,886 | –12,397 | –36.6% |
| Adjusted EBIT margin in % | 8.0% | 9.7% | ||
| Depreciation and amortization of property, plant and equipment and intangible assets |
||||
| (excluding PPA) | 8,880 | 6,925 | 1,955 | 28.2% |
| in % of sales | 3.3% | 2.0% | ||
| Adjusted EBITDA | 30,369 | 40,811 | –10,442 | –25.6% |
| Adjusted EBITDA margin in % | 11.3% | 11.7% |
In the EMEA region, sales declined in the first half of 2020 by 23.0 per cent to EUR 267.9 million (previous year: EUR 348.0 million) due to market conditions and corona. The entities acquired since January 2019 contributed an additional EUR 1.6 million to sales. Organic sales fell by 22.9 per cent to EUR 268.2 million.
Despite the significant sales decline, the EMEA region generated an adjusted EBIT of EUR 21.5 million in the reporting period from January to June 2020 (previous year: EUR 33.9 million) and an adjusted EBIT margin of 8.0 per cent (previous year: 9.7 per cent). The spare parts business had a strongly positive impact on the gross margin whereas the OE business had a slightly negative impact. The deterioration of the margin is attributable to the cost stickiness effect and impairment losses of EUR 2.5 million recorded on inventories in response to the decrease in inventory turnover because of the COVID-19 pandemic. The cost-savings realised in selling and administrative expenses had a positive effect.
The restructuring expenses of EUR 2.2 million consist mainly severance payments and the costs of changing the legal form of the parent company to a European Company (Societas Europaea, SE) and transferring the registered office to Germany.
Americas
| in EUR thousands | ||||||
|---|---|---|---|---|---|---|
| -- | -- | -- | ------------------ | -- | -- | -- |
| Q1–Q2/2020 Q1–Q2/2019 | Change | absolute Change in % | ||
|---|---|---|---|---|
| Sales | 174,146 | 272,577 | –98,431 | –36.1% |
| EBIT | 745 | 14,387 | –13,642 | –94.8% |
| EBIT margin in % | 0.4% | 5.3% | ||
| Additional depreciation and amortization of property, plant and equipment and intangible |
||||
| assets from PPA | 1,224 | 1,270 | –46 | –3.6% |
| Restructuring and transaction | ||||
| costs | 2,552 | 2,569 | –17 | –0.7% |
| Adjusted EBIT | 4,521 | 18,226 | –13,705 | –75.2% |
| Adjusted EBIT margin in % | 2.6% | 6.7% | ||
| Depreciation and amortization of property, plant and equipment and intangible assets (excluding PPA) |
7,700 | 5,774 | 1,926 | 33.4% |
| in % of sales | 4.4% | 2.1% | ||
| Adjusted EBITDA | 12,221 | 24,000 | –11,779 | –49.1% |
| Adjusted EBITDA margin in % | 7.0% | 8.8% |
In the Americas region, sales declined in the first half of 2020 by 36.1 per cent to EUR 174.1 million (previous year: EUR 272.6 million) due to market conditions and corona. After eliminating the effects of exchange rates, sales decreased by 36.8 per cent to EUR 172.3 million.
Despite the significant fall in sales, the Americas region generated a positive adjusted EBIT of EUR 4.5 million in the first half of 2020 (previous year: EUR 18.2 million) and an adjusted EBIT margin of 2.6 per cent (previous year: 6.7 per cent). The spare parts business had a positive impact on the gross margin whereas the OEM business had a significantly negative impact.
The deterioration of the margin is attributable to the cost stickiness effect and impairment losses of EUR 3.3 million recorded on inventories due to streamlining the product portfolio as well as the decrease in inventory turnover because of the COVID-19 pandemic. The cost-savings realised in selling and administrative expenses had a positive effect.
In addition it should be noted that the figure in the previous year of EUR 18.2 million significantly benefited from the contractually agreed passing on of the rise in the price of steel in 2018 coupled with lower purchase prices for steel.
The restructuring expenses of EUR 2.6 million mainly consist of severance payments related to the extensive lay-offs at US locations and the costs of the FORWARD 2.0 restructuring programme.
APAC
in EUR thousands
| Q1–Q2/2020 Q1–Q2/2019 | Change | absolute Change in % | ||
|---|---|---|---|---|
| Sales | 34,230 | 74,854 | –40,624 | –54.3% |
| EBIT | –8,233 | –7,156 | –1,077 | 15.0% |
| EBIT margin in % | –24.1% | –9.6% | ||
| Additional depreciation and amortization of property, plant and equipment and intangible assets from PPA |
1,311 | 1,278 | 33 | 2.6% |
| PPA step-up from inventory measuring of acquisition |
– | 39 | –39 | – |
| Restructuring and transaction | ||||
| costs | 4,567 | 3,670 | 897 | 24.4% |
| Adjusted EBIT | –2,355 | –2,169 | –186 | 8.6% |
| Adjusted EBIT margin in % | –6.9% | –2.9% | ||
| Depreciation and amortization of property, plant and equipment and intangible assets (excluding PPA) |
1,560 | 3,468 | –1,908 | –55.0% |
| in % of sales | 4.6% | 4.6% | ||
| Adjusted EBITDA | –795 | 1,299 | –2,094 | –161.2% |
| Adjusted EBITDA margin in % | –2.3% | 1.7% |
The APAC region generated sales of EUR 34.2 million in the first half of 2020 (previous year: EUR 74.9 million) due to market conditions and corona. After eliminating the effects of exchange rates, sales decreased by 53.3 per cent to EUR 35.0 million in a year-on-year comparison. The reason for this sharp contraction in sales was mainly the lockdown in India and Singapore, which lasted a number of weeks, the ceased export business as a result of the trade dispute between China and the USA and the delay in ramping-up the new Chinese plant in Yangzhou due to COVID-19.
Adjusted EBIT of EUR –2.4 million is down slightly on the result of the previous year of EUR –2.2 million. The adjusted EBIT margin amounted to –6.9 per cent (previous year: –2.9 per cent). The spare parts business had a positive impact on the gross margin whereas the OEM business had a significantly negative impact. The cost-savings realised in selling and administrative expenses had a positive effect.
The restructuring expenses of EUR 4.6 million mainly consist of the costs in connection with the liquidation of the Chinese subsidiary, Corpco Beijing Technology and Development Co., and the closures of the Xiamen plant and a number of subsidiaries of the York Group in the course of the postmerger integration measures.
| in EUR thousands | ||||
|---|---|---|---|---|
| Change | ||||
| 06/30/2020 12/31/2019 | absolute Change in % | |||
| Non-current assets | 513,298 | 520,805 | –7,507 | –1.4% |
| of which intangible assets | 255,455 | 257,926 | –2,471 | –1.0% |
| of which property, plant and | ||||
| equipment | 212,041 | 216,736 | –4,695 | –2.2% |
| of which other (financial) | ||||
| assets | 45,802 | 46,143 | –341 | –0.7% |
| Current assets | 505,062 | 458,439 | 46,623 | 10.2% |
| of which inventories | 153,607 | 168,129 | –14,522 | –8.6% |
| of which trade receivables | 103,398 | 126,000 | –22,602 | –17.9% |
| of which liquid assets | 209,362 | 131,166 | 78,196 | 59.6% |
| of which other (financial) | ||||
| assets | 38,695 | 33,144 | 5,551 | 16.7% |
| Balance sheet total | 1,018,360 | 979,244 | 39,116 | 4.0% |
Total assets have increased EUR 39.1 million or 4.0 per cent compared to the end of the 2019 financial year and amount to EUR 1,018.4 million as of June 30, 2020. This was due in particular to the temporary increase in cash and cash equivalents of EUR 78.2 million to EUR 209.4 million because of the very successful promissory note transaction in March 2020. The cash position will decrease again after it is used to repay the convertible bond that falls due September 12, 2020 (volume: EUR 94.8 million) and the 5 year tranche of a promissory note loan issued in November 2015 that falls due on November 27, 2020 (volume: EUR 52.0 million)
in EUR thousands
| Change | ||||
|---|---|---|---|---|
| 06/30/2020 12/31/2019 | absolute Change in % | |||
| Equity | 310,343 | 318,007 | –7,664 | –2.4% |
| Non-current liabilities | 424,885 | 326,081 | 98,804 | 30.3% |
| of which interest-bearing | ||||
| loans and bonds | 300,674 | 195,793 | 104,881 | 53.6% |
| Finance lease liabilities | 30,768 | 25,521 | 5,247 | 20.6% |
| of which other non-current | ||||
| liabilities | 93,443 | 104,767 | –11,324 | –10.8% |
| Current liabilities | 283,132 | 335,156 | –52,024 | –15.5% |
| of which interest-bearing | ||||
| loans and bonds | 148,549 | 153,393 | –4,844 | –3.2% |
| Finance lease liabilities | 8,222 | 8,126 | 96 | 1.2% |
| of which trade payables | 80,905 | 110,366 | –29,461 | –26.7% |
| of which other current | ||||
| liabilities | 45,456 | 63,271 | –17,815 | –28.2% |
| Balance sheet total | 1,018,360 | 979,244 | 39,116 | 4.0% |
In comparison to December 31, 2019, equity has remained nearly unchanged at EUR 310.3 million. The net profit for the period of EUR 1.7 million increased equity accordingly. Exchange differences arising from the translation of foreign operations of EUR –9.3 million had the contrary effect. Coupled with the significant increase in the balance sheet total, this leads to a temporary decrease in the equity ratio to 30.5 per cent (December 31, 2019: 32.5 per cent)
Non-current liabilities increased by EUR 98.8 million in comparison to December 31, 2019 to EUR 424.9 million. The main factor was the issue of the promissory note loan in March 2020.
The decrease in current liabilities is mainly due to the significant decrease in trade payables and other current liabilities.
With the repayment of the convertible bond on September 12, 2020 and the repayment of the 5-year tranche of the promissory note loan issued in November 2015, which falls due on November 27, 2020, the liabilities side of the balance sheet will shorten in line with the asset side.
| Net working capital | ||||
|---|---|---|---|---|
| in EUR thousands | ||||
| Change | ||||
| 06/30/2019 | ||||
| to | ||||
| 06/30/2020 06/30/2019 | 06/30/2020 Change in % | |||
| Inventories | 153,607 | 194,852 | –41,245 | –21.2% |
| Trade receivables | 103,398 | 171,394 | –67,996 | –39.7% |
| Trade payables | –80,905 | –150,799 | 69,894 | –46.3% |
| Net working capital | 176,100 | 215,447 | –39,347 | –18.3% |
| Sales (LTM) | 1,064,942 | 1,355,713 | –290,771 | –21.4% |
| Net working capital ratio | 16.5% | 15.9% | ||
The net working capital ratio, measured as the ratio of net working capital to Group sales over the last 12 months, increased slightly in comparison to the same period of the previous year from 15.9 per cent to 16.5 per cent. A sharp decrease in inventories and trade receivables was countered by lower trade payables. The reason for the increase in the working capital ratio lies in the above-average deterioration in 12-month sales due to market conditions and corona.
| in EUR thousands | ||
|---|---|---|
| Q1–Q2/2020 Q1–Q2/2019 | ||
| Cash flow from operating activities | 22,527 | 27,605 |
| Cash flow from investing activities (property, plant and | ||
| equipment/ intangible assets) | –11,353 | –22,780 |
| Operating free cash flow | 11,174 | 4,825 |
| Cash flow from investing activities (acquisition of subsidiaries) | –21,193 | –12,425 |
| Total free cash flow | –10,019 | –7,600 |
| Other | –17,165 | –61,547 |
| Change in net financial liabilities | –27,184 | –69,147 |
Net financial debt (including lease liabilities) increased by EUR 27.2 million to EUR 278.9 million as of June 30, 2020 compared to the reporting date of December 31, 2019. As of June 30, 2020 SAF-HOLLAND carries cash and cash equivalents of EUR 209.4 million (December 31, 2019: EUR 131.2 million).
The net cash flow from operating activities in the first half of 2020 came to EUR 22.5 million, falling below the level of the comparable period of the previous year of EUR 27.6 million. The decrease is mainly due to the sharp deterioration in earnings before tax. The positive contribution from working capital management of EUR 13.0 million could only compensate this effect to some extent. It should be noted that the volume of factoring decreased from EUR 39.3 million in the previous year to EUR 26.9 million in the reporting period from January to June 2020.
The net cash flow from investing activities in property, plant and equipment and intangible assets of EUR –11.4 million lay EUR 11.4 million, or 50.2 per cent, below the comparable figure for the previous year. The focus of investing activities was on the further automation of production processes at various locations in the Americas region and Germany.
The operating free cash flow improved from EUR 4.8 million to EUR 11.2 million. The total free cash flow of EUR –10.0 million (previous year: EUR – 7.6 million) was affected by the cash outflow associated with the purchase of the remaining shares in V.Orlandi of EUR 21.2 million.
With regard to an assessment of the opportunities and risks for the SAF-HOLLAND Group, there have not been any significant changes to the statements made on risks and opportunities in the Annual Report 2019 (pages 74 to 83), with the following exception:
The extent of impairment risks presented under operative risks has increased in light of the spread of COVID-19 from "low" to "medium".
The prospects for 2020 remain challenging in the commercial vehicle markets that are relevant for SAF-HOLLAND. Due to declining incoming orders and lower stocks of Class 8 trucks and trailers in North America, a significant downturn in production is expected for the full year 2020. In China, the premium segment that is of relevance to SAF-HOLLAND will not be able to fully shield itself from the sustained market downturn. It is assumed that there will also be a significant fall in the production figures for trailers on the vital core market of Europe.
Due to the breakdown by customer segment into the OE (truck, trailer) and the aftermarket business, the regions relevant to SAF-HOLLAND vary in their importance.
While the EMEA region (approximately 3 per cent of Group sales) and the Americas region (approximately 8 per cent of Group sales) are the most relevant for the truck segment, in the OE trailer and aftermarket segments SAF-HOLLAND serves all markets worldwide.
European truck production will decline sharply in 2020. Leading manufacturers of commercial vehicles expect a decline in production of 35 to 40 per cent. It should be noted, however, that the European truck market is only of minor importance for SAF-HOLLAND.
Industry experts anticipate a decline in production of 20 per cent for the full year. Aside from the dampening effect of the coronavirus, this is based on the fact that many European fleet operators have modernized and expanded their vehicle fleets in recent years.
After record levels of production and new registrations of heavy-duty trucks were set in 2019, market analysts project a contraction of 40 to 50 per cent in the production of Class 8 trucks in North America compared to 2019.
In spite of the sustained trend towards disc brakes, a sharp downturn is expected on the North American trailer market. It is expected that 40 to 50 per cent fewer trailers will roll off the production belts in 2020 than in the strong previous year.
After projecting rising production for heavy-duty trucks and trailers at the beginning of the year, market researchers now project a sharp fall of 35 per cent in the production of heavy-duty trucks and 15 per cent in trailers.
After high growth rates in recent years, a contraction of truck and trailer demand in China, which was expected by many market observers, will continue in 2020. Due to the potential impact of the coronavirus and the uncertainties relating to the outcome of the trade war between China and the USA, a 20 per cent fall in the production of heavy-duty trucks is projected for the current year. Still, it is important to keep in mind that the Chinese truck market has no significance for SAF-HOLLAND. According to industry experts, the production of trailers will fall by 25 per cent on the previous year due to the adverse market environment. It is expected that the premium segment, which is relevant to SAF-HOLLAND, will not be able to fully shield itself from the market downturn, despite the new loading limits and safety requirements for trailers.
With regard to the truck and trailer market in India, a further decline in production of 40 per cent is anticipated in each of the two segments.
In light of the macroeconomic environment and the sector-specific framework conditions and after weighing up the risk and opportunity potentials (including the currently foreseeable impact on business from the corona pandemic) the Management Board of SAF-HOLLAND continues to expect a decrease in Group sales on 2019 of 20 to 30 per cent for the 2020 financial year compared to 2019.
Under this assumption, SAF-HOLLAND is still expecting an adjusted EBIT margin of between 3 per cent and 5 per cent for the 2020 financial year. The higher shares of sales of the spare parts business is helping to stabilize the margin. On the other hand, factors burdening the margin are the OE business and the below-average decline in selling and administrative expenses as the savings measures that have been initiated will be fully effective in the further course of the year.
In order to support the strategic objectives, SAF-HOLLAND is planning investments of around 2.5 per cent of Group sales in the 2020 financial year (previously around 3 per cent). These will focus primarily on continuing the introduction of a Global Manufacturing Platform, further automation and program FORWARD 2.0.
The exact commercial impact of the current COVID-19 pandemic on SAF-HOLLAND however can still not be precisely identified or reliably quantified.
Upon entry into the commercial register of the local court of Aschaffenburg SAF-HOLLAND SE completed the transfer of its registered office from Luxembourg to Bessenbach effective July 1, 2020.
As a result, the revised version of the articles of association passed by resolution of the extraordinary general meeting of May 20, 2020 also come into force. The organizational structure of the Company is based on the dualistic board system comprising the Management Board as the management body and the Supervisory Board as the supervisory authority, along with the Annual General Meeting. In addition, due to the revised version of the articles of association, the shares of SAF-HOLLAND SE were converted from nominal value shares to no-par value shares.
The Management Board of SAF-HOLLAND SE will initially consist of Alexander Geis (Chairman of the Management Board and provisional CFO) and Dr. André Philipp (Member of the Management Board and Chief Operating Officer). Inka Koljonen will take over the position of CFO on September1, 2020. The Supervisory Board of SAF-HOLLAND SE comprises the former members of the Board of Directors, Ingrid Jägering, Dr. Martin Kleinschmitt, Martina Merz and Carsten Reinhardt. The Deputy Chairman of the Management Board of Webasto SE, Matthias Arleth, has been appointed to the Supervisory Board as a new appointee. The members of the Supervisory Board are elected for four years.
Subsequent to the transfer of the registered offices, the shares of SAF-HOLLAND SE will continue to be traded solely on the Frankfurt Stock Exchange. Since June 15, 2020, these have been listed under ISIN DE000SAFH001 and WKN SAFH00.
In addition to the key figures defined or specified in the IFRS financial reporting framework, SAF-HOLLAND also reports key financial ratios derived from or based on the prepared financial statements. These are known as Alternative Performance Measures (APM).
SAF-HOLLAND considers these key financial ratios as important supplemental information for investors and other readers of the financial reports and press releases. These financial ratios should therefore be seen in addition to rather than as a substitute for the information prepared in accordance with IFRS.
In complying with the requirements of the European Securities and Markets Authority (ESMA) Guidelines on Alternative Performance Measures (APM), SAF-HOLLAND provides an overview of the Alternative Performance Measures used, as well as their definition and compilation, on the SAF-HOLLAND website at https://corporate.safholland.com/en/investorrelations/alternative-performance-measures.
| kEUR | |||||
|---|---|---|---|---|---|
| Notes | Q1-Q2/2020 | Q1-Q2/2019 | Q2/2020 | Q2/2019 | |
| Sales | (5) | 476,253 | 695,466 | 192,842 | 349,498 |
| Cost of sales | –398,550 | –576,741 | –166,096 | –291,025 | |
| Gross profit | 77,703 | 118,725 | 26,746 | 58,473 | |
| Other income | 803 | 715 | 309 | 350 | |
| Selling expenses | –28,758 | –36,787 | –12,509 | –18,570 | |
| Administrative expenses | –32,914 | –36,132 | –16,275 | –17,772 | |
| Research and development expenses | –8,157 | –10,728 | –3,590 | –5,138 | |
| Operating result | 8,677 | 35,793 | –5,319 | 17,343 | |
| Share of net profit of investments accounted for using the equity method | 754 | 951 | 377 | 465 | |
| Earnings before interest and taxes | 9,431 | 36,744 | –4,942 | 17,808 | |
| Finance income | (6) | 1,403 | 701 | 181 | 342 |
| Finance expenses | (6) | –7,516 | –5,826 | –3,468 | –3,061 |
| Finance result | (6) | –6,113 | –5,125 | –3,287 | –2,719 |
| Result before income tax | 3,318 | 31,619 | –8,229 | 15,089 | |
| Income tax | (7) | –1,640 | –10,851 | 1,250 | –5,759 |
| Result for the period | 1,678 | 20,768 | –6,979 | 9,330 | |
| Net result for the period | |||||
| Attributable to: | |||||
| Equity holders of the parent | 1,752 | 20,335 | –7,105 | 9,028 | |
| Shares of non-controlling interests | –74 | 433 | 126 | 302 | |
| Other comprehensive income | |||||
| Items that may be reclassified subsequently to profit or loss | |||||
| Exchange differences on translation of foreign operations | (12) | –9,342 | 3,964 | –1,232 | –4,466 |
| Other comprehensive income | –9,342 | 3,964 | –1,232 | –4,466 | |
| Comprehensive income for the period | –7,664 | 24,732 | –8,211 | 4,864 | |
| Attributable to: | |||||
| Equity holders of the parent | –6,849 | 24,280 | –8,129 | 4,982 | |
| Shares of non-controlling interests | –815 | 452 | –82 | –118 | |
| Basic earnings per share in EUR | 0.04 | 0.45 | –0.16 | 0.20 | |
| Diluted earnings per share in EUR | 0.04 | 0.39 | –0.12 | 0.17 | |
| kEUR | |||
|---|---|---|---|
| Notes 06/30/2020 12/31/2019 | |||
| Assets | |||
| Non-current assets | 513,298 | 520,805 | |
| Goodwill | (9) | 78,730 | 78,826 |
| Other intangible assets | 176,725 | 179,100 | |
| Property, plant and equipment | 212,041 | 216,736 | |
| Investments accounted for using the equity | |||
| method | 17,169 | 16,522 | |
| Financial assets | 746 | 1,147 | |
| Other non-current assets | 2,555 | 2,868 | |
| Deferred tax assets | 25,332 | 25,606 | |
| Current assets | 505,062 | 458,439 | |
| Inventories | (10) | 153,607 | 168,129 |
| Trade receivables | 103,398 | 126,000 | |
| Income tax receivables | 5,695 | 4,066 | |
| Other current assets | 29,439 | 25,741 | |
| Financial assets | 3,561 | 3,337 | |
| Cash and cash equivalents | (11) | 209,362 | 131,166 |
| Balance sheet total | 1,018,360 | 979,244 |
| kEUR | |||
|---|---|---|---|
| Notes 06/30/2020 12/31/2019 | |||
| Equity and liabilities | |||
| Total equity | (12) | 310,343 | 318,007 |
| Equity attributable to equity holders of the | |||
| parent | 306,925 | 304,981 | |
| Subscribed share capital | 45,395 | 454 | |
| Share premium | 224,103 | 269,044 | |
| Legal reserve | 45 | 45 | |
| Other reserve | 720 | 720 | |
| Retained earnings | 70,542 | 59,903 | |
| Accumulated other comprehensive income | –33,880 | –25,185 | |
| Shares of non-controlling interests | 3,418 | 13,026 | |
| Non-current liabilities | 424,885 | 326,081 | |
| Pensions and other similar benefits | 31,248 | 30,894 | |
| Other provisions | 7,582 | 7,637 | |
| Interest bearing loans and bonds | (13) | 300,674 | 195,793 |
| Lease liabilities | 30,768 | 25,521 | |
| Other financial liabilities | 2,672 | 13,031 | |
| Other liabilities | 726 | 691 | |
| Deferred tax liabilities | 51,215 | 52,514 | |
| Current liabilities | 283,132 | 335,156 | |
| Other provisions | 13,536 | 12,552 | |
| Interest bearing loans and bonds | (13) | 148,549 | 153,393 |
| Lease liabilities | 8,222 | 8,126 | |
| Trade payables | 80,905 | 110,366 | |
| Income tax liabilities | 75 | 244 | |
| Other financial liabilities | 7,967 | 21,719 | |
| Other liabilities | 23,878 | 28,756 | |
| Balance sheet total | 1,018,360 | 979,244 |
| kEUR | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Q1-Q2/2020 | |||||||||
| Attributable to equity holders of the parent | |||||||||
| Subscribed | share capital Share premium | Legal reserve | Other reserve | Retained earnings |
Accumulated other comprehensive income |
Total amount |
Shares of non controlling interests |
Total equity (Note 12) |
|
| As of 01/01/2020 | 454 | 269,044 | 45 | 720 | 59,903 | –25,185 | 304,981 | 13,026 | 318,007 |
| Result for the period | – | – | – | – | 1,752 | – | 1,752 | –74 | 1,678 |
| Other comprehensive income | – | – | – | – | – | –8,601 | –8,601 | –741 | –9,342 |
| Comprehensive income for the period |
– | – | – | – | 1,752 | –8,601 | –6,849 | –815 | –7,664 |
| Reclassification | 44,941 | –44,941 | – | – | – | ||||
| Transactions with non controlling interests |
– | – | – | – | 8,887 | –94 | 8,793 | –8,793 | – |
| 06/30/2020 | 45,395 | 224,103 | 45 | 720 | 70,542 | –33,880 | 306,925 | 3,418 | 310,343 |
| Attributable to equity holders of the parent | Q1-Q2/2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Subscribed | share capital Share premium | Legal reserve | Other reserve | Retained earnings1 |
Accumulated other comprehensive income |
Total amount |
Shares of non controlling interests |
Total equity (Note 12) |
|
| As of 01/01/2019 | |||||||||
| (as previously reported) | 454 | 269,044 | 45 | 720 | 86,282 | –35,065 | 321,480 | 11,070 | 332,550 |
| Effect of the retroactive adjustment due to IAS 8.421 |
– | – | – | – | –14,478 | – | –14,478 | – | –14,478 |
| As of 01/01/2019 | 454 | 269,044 | 45 | 720 | 71,804 | –35,065 | 307,002 | 11,070 | 318,072 |
| Result for the period | – | – | – | – | 20,335 | – | 20,335 | 433 | 20,768 |
| Other comprehensive income | – | – | – | – | – | 3,945 | 3,945 | 19 | 3,964 |
| Comprehensive income for the | |||||||||
| period | – | – | – | – | 20,335 | 3,945 | 24,280 | 452 | 24,732 |
| Dividend | – | – | – | – | –20,427 | – | –20,427 | – | –20,427 |
| Put option for acquisition of remaining shares of Pressure |
|||||||||
| Guard LLC | – | – | – | – | –453 | – | –453 | – | –453 |
| Transactions with non-controlling interests |
– | – | – | – | – | – | – | 214 | 214 |
| Addition of shares of non controlling interests from |
|||||||||
| business combinations | – | – | – | – | – | – | – | 747 | 747 |
| 06/30/2019 | 454 | 269,044 | 45 | 720 | 71,259 | –31,120 | 310,402 | 12,483 | 322,885 |
kEUR
1 Adjusted according to IAS 8.42 (cp. Section 2.4 "Changes in Accounting Policies" incl. in Notes to the Consoliated Financial Statements).
| Notes Q1-Q2/2020 Q1-Q2/2019 | |||
|---|---|---|---|
| Cash flow from operating activities | |||
| Result before income tax | 3,318 | 31,619 | |
| – Finance income | (6) | –1,403 | –701 |
| + Finance expenses | (6) | 7,516 | 5,826 |
| +/– Share of net profit of investments accounted for using the equity method |
–754 | –951 | |
| + Amortization and depreciation of intangible assets and property, plant and equipment |
22,996 | 20,862 | |
| + Allowance of current assets | 7,410 | 4,892 | |
| +/– Loss/Gain on disposal of property, plant and equipment |
31 | 89 | |
| + Dividends from investments accounted for using the equity method |
21 | 20 | |
| Cash flow before change of net working capital | 39,135 | 61,656 | |
| +/– Change in other provisions and pensions | 1,490 | 273 | |
| +/– Change in inventories | 3,384 | –11,606 | |
| +/– Change in trade receivables and other assets | 14,824¹ | –36,006¹ | |
| +/– Change in trade payables and other liabilities | –31,889 | 22,180 | |
| Change of net working capital | –12,191 | –25,159 | |
| Cash flow from operating activities before income tax paid |
26,944 | 36,497 | |
| – Income tax paid | –4,417 | –8,892 | |
| Net cash flow from operating activities | 22,527 | 27,605 | |
| Cash flow from investing activities | |||
| – Purchase of property, plant and equipment | –9,165 | –21,076 | |
| – Purchase of intangible assets | –2,669 | –3,160 | |
| kEUR | |||
|---|---|---|---|
| Notes Q1-Q2/2020 Q1-Q2/2019 | |||
| + Proceeds from sales of property, plant and equipment |
481 | 1,456 | |
| + Payment for the acquisition of the | |||
| outstanding shares in V.Orlandi S.p.A. | (4) | –21,193 | – |
| – Payments for acquisition of subsidiaries | |||
| net of cash | (4) | – | –12,425 |
| + Proceeds from sales of financial assets | 191 | ||
| + Interest received | 338 | 106 | |
| Net cash flow from investing activities | –32,017 | –35,099 | |
| Cash flow from financing activities | |||
| – Dividend payments to shareholders of SAF-HOLLAND SE (previously S.A.) |
– | –20,427 | |
| + Proceeds from promissory note loan | 230,000 | – | |
| – Repayments of current and non-current financial liabilities |
(13) | –37,339 | – |
| – paid transaction costs relating to the issuance of the promissory note loan |
–3,019 | – | |
| – Payments for lease liabilities | –4,649 | –4,046 | |
| – Interest paid | –2,713 | –2,487 | |
| +/– Change in drawings on the credit line and other financing activities |
(13) | –91,522 | –2,731 |
| Net cash flow from financing activities | 90,758 | –29,691 | |
| Net increase/decrease in cash and cash equivalents | 81,268 | –37,185 | |
| +/– Effect of changes in exchange rates on cash and cash equivalents |
–3,072 | 1,651 | |
| Cash and cash equivalents at the beginning | |||
| of the period | (11) | 131,166 | 155,009 |
| Cash and cash equivalents at the end of the period | (11) | 209,362 | 119,475 |
1 As of June 30, 2020, trade receivables in the amount of € 26.9 million (previous year: € 39.3 million) were sold in the context of a factoring contract. Assuming the legal validity of receivables, no further rights of recourse to SAF-HOLLAND exist from the receivables sold.
For the period January 1 to June 30, 2020
SAF-HOLLAND SE (previously SAF-HOLLAND S.A.; hereinafter referred to as the "Company") was founded on December 21, 2005 in the form of a stock corporation (Société Anonyme) under Luxembourg law. By resolution of an extraordinary general meeting on February 14, 2020 and the ensuing entry in the Luxembourg Trade and Companies Register on February 24, 2020 it was converted into a European Company (Societas Europaea). Until June 30, 2020, the Company's registered office was located at 68 – 70, Boulevard de la Pétrusse, Luxembourg and was entered in the Commercial Register of the District Court of Luxembourg under No. B 113.090. With registration in the Commercial Register at the District Court of Aschaffenburg under No. HRB 15646 on July 1, 2020, the registered office of the Company is located in Germany. The Company's shares are listed in the in the SDAX of the Frankfurt Stock Exchange.
The consolidated financial statements of SAF-HOLLAND SE and its subsidiaries (the "Group") were prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union and applicable as of the reporting date.
The interim consolidated financial statements for the first half of 2020 were prepared in accordance with IAS 34 "Interim Financial Reporting." Generally, the same accounting and valuation principles and consolidation methods were applied as those applied to the consolidated financial statements for the 2019 financial year unless explicit reference is made to changes. The interim consolidated financial statements should therefore be read in conjunction with the consolidated financial statements as of December 31, 2019.
In preparing the interim consolidated financial statements, management is required to make assumptions and estimates that affect the reported amounts of assets, liabilities, income, expenses and contingent liabilities as of the reporting date. In certain cases, actual amounts may differ from these assumptions and estimates.
Income and expenses that occur irregularly during the financial year are accrued or deferred when it is appropriate to recognise these expenses at the end of the financial year.
The most important functional currencies of foreign operations are listed in the following table:
| Closing rate | Average rate | |||
|---|---|---|---|---|
| 06/30/2020 06/30/2019 | 2020 | 2019 | ||
| USD | 0.88911 | 0.87980 | 0.90814 | 0.88533 |
| CAD | 0.65053 | 0.67075 | 0.66620 | 0.66385 |
| CNY | 0.12563 | 0.12794 | 0.12916 | 0.13051 |
| INR | 0.01181 | 0.01273 | 0.01230 | 0.01266 |
The interim consolidated financial statements and the interim group management report have not been audited by an auditor.
Seasonal effects during the year can result in variations in sales and the resulting earnings. For information on earnings development, please refer to the explanations contained in the interim group management report.
In January 2020, SAF-HOLLAND acquired the remaining 30 per cent of the shares in the coupling specialist, V.Orlandi S.p.A. for a purchase price of kEUR 21,193. As a result, SAF-HOLLAND now holds all the shares in V.Orlandi S.p.A. after already acquiring a stake of 70 per cent in the first quarter of 2018.
As SAF-HOLLAND GmbH had already obtained control prior to acquisition of the outstanding shares in V.Orlandi S.p.A., the acquisition of the additional shares did not have any impact on the consolidated group. This has not changed in comparison to the consolidated financial statements as of December 31, 2019.
Commencing January 1, 2020 a new segmentation was introduced for management and group reporting purposes, to reflect the relative importance of the individual regions. The regions "APAC" and "CHINA" have been merged into the "APAC" region. Since January 1, 2020 corporate management and group reporting have been segmented into the "EMEA", "Americas", and "APAC" segments. The three regions cover both the original equipment business as well as the spare parts business.
The management assesses the performance of the regional segments based on the adjusted EBIT. The reconciliation from the Group's operating result to the adjusted EBIT is as follows:
| kEUR | ||
|---|---|---|
| Q1-Q2/2020 Q1-Q2/2019 | ||
| Operating result | 8,677 | 35,793 |
| Share of net profit of investments accounted for | ||
| using the equity method | 754 | 951 |
| EBIT | 9,431 | 36,744 |
| Additional depreciation and amortization from PPA | 4,856 | 4,695 |
| PPA step-up from inventory measuring of acquisitions | – | 41 |
| Restructuring and transaction expenses | 9,368 | 8,463 |
| Adjusted EBIT | 23,655 | 49,943 |
| EMEA¹ | Amerika² | APAC³ | Total | |||||
|---|---|---|---|---|---|---|---|---|
| kEUR | Q1–Q2/2020 | Q1–Q2/2019 | Q1–Q2/2020 | Q1–Q2/2019 | Q1–Q2/2020 | Q1–Q2/2019 | Q1–Q2/2020 | Q1–Q2/2019 |
| Sales | 267,877 | 348,035 | 174,146 | 272,577 | 34,230 | 74,854 | 476,253 | 695,466 |
| Adjusted EBIT | 21,489 | 33,886 | 4,521 | 18,226 | –2,355 | –2,169 | 23,655 | 49,943 |
| Adjusted EBIT margin in % | 8.0 | 9.7 | 2.6 | 6.7 | –6.9 | –2.9 | 5.0 | 7.2 |
| Amortization and depreciation of intangible assets | ||||||||
| and property, plant and equipment (without PPA) | 8,880 | 6,925 | 7,700 | 5,774 | 1,560 | 3,468 | 18,140 | 16,167 |
| in % of sales | 3.3 | 2.0 | 4.4 | 2.1 | 4.6 | 4.6 | 3.8 | 2.3 |
| Adjusted EBITDA | 30,369 | 40,811 | 12,221 | 24,000 | –795 | 1,299 | 41,795 | 66,110 |
| Adjusted EBITDA margin in % | 11.3 | 11.7 | 7.0 | 8.8 | –2.3 | 1.7 | 8.8 | 9.5 |
1 Includes Europe, Middle East and Africa.
2 Includes Canada, the USA as well as Central and South America.
Includes Asia/Pacific, India and China.
3
For information on the earnings development of the individual segments, please refer to the related explanations contained in the interim group management report.
| 6. | FINANCE RESULT | ||
|---|---|---|---|
Finance revenue breaks down as follows:
| kEUR | ||
|---|---|---|
| Q1-Q2/2020 Q1-Q2/2019 | ||
| Unrealized foreign exchange gains on foreign currency loans and dividends |
38 | 157 |
| Realized foreign exchange gains on foreign currency loans and dividends |
582 | – |
| Finance income due to derivatives | 285 | 298 |
| Interest income | 338 | 106 |
| Other | 160 | 140 |
| Total | 1,403 | 701 |
1 Includes the non-cash interest expenses of kEUR 343 (previous year: kEUR 333) for the convertible bond.
The Group's average tax rate as a guide for expected taxes amounted to 27.7 per cent as of the reporting date (previous year: 26.3 per cent).
The Group's effective tax rate based on the actual tax expense for the reporting period relative to the result before tax increased by 15.1 percentage points over the previous year to 49.4 per cent (previous year: 34.3 per cent). This rise in the Group's effective tax rate resulted primarily from higher tax losses for which no tax income from the capitalisation of deferred taxes was recognised for reasons of prudence.
The difference between the Group's effective tax rate and the Group's average tax rate, which amounts to 21.7 per cent (previous year: 8.0 per cent), is primarily a result of unrecognised deferred tax assets on tax loss carryforwards as well as tax rate differences between local tax rates applicable to individual entities and the average weighted group tax rate and non-deductible operating expenses.
In response to the spread of the coronavirus SARS-CoV-2 and the associated impact on the economy and the labour market, the Federal Government of Germany passed a regulation on facilitating short work on March 25, 2020 which contained a number of limited term simplifications for obtaining access to funding for short work ("Kurzarbeit") and applying for reimbursement of the employers' contributions to social security from the Federal Employment Agency.
SAF-HOLLAND has availed of the short-work instrument to avoid the need to lay-off staff during the economic downturn.
As the right to receive short-work funding is held by the employee, the flow of cash to the employee merely constitutes a flow-through item in the accounts. Consequently, neither the income nor the expense are presented in the statement of comprehensive income.
The situation is different for reimbursement of the employer's contribution to social security from the Federal Employment Agency. While the social security contributions borne by the employer are recorded as personnel expenses, the reimbursements from the Federal Employment Agency qualify as grants related to income pursuant to IAS 20.
The social security contributions reimbursed by the Federal Employment Agency amounted to kEUR 948 as of June 30, 2020.
The Group usually carries out its annual impairment tests of recognised goodwill and intangible assets with indefinite useful lives as of October 1. In response to the massive slump in sales in all regions in the second quarter as a result of the COVID-19 pandemic, a separate impairment test was conducted as of June 30.
For the purpose of the impairment test, the recoverable amount of a cashgenerating unit is determined on the basis of the value in use.
A discounted cash flow method was used to calculate the recoverable amount. A detailed five-year plan based on past experience, current operating earnings, management's best estimate of future development and market assumptions served as the basis for calculating cash flows. The value contribution as of 2026 is supplemented by the perpetual annuity. The basis for the calculation of the perpetual annuity is the assumed longterm sustainably achievable result given the market environment's cyclical nature.
To calculate the discount rates, a weighted average cost of capital (WACC) method was applied. This method considers yields on government bonds at the beginning of the budget period as a risk-free interest rate. As in the previous year, a growth rate deduction of 1.0 per cent was applied for the perpetual annuity.
The following table presents the discount factors before taxes that are applied during the impairment tests for goodwill and intangible assets with indefinite useful lives:
| 2020 | 2019 | |
|---|---|---|
| Americas | 11.12% | 9.49% |
| EMEA | 9.08% | 8.28% |
| APAC | 13.90% | 13.14% |
In addition, specific peer group information was considered in the form of beta-factors and debt ratios.
In the course of introducing the new segmentation effective January 1, 2020, the "China" and "APAC" regions were combined to create the "APAC" region, which, along with the existing "EMEA" and "Americas" regions, is defined as a cash-generating unit. The allocation of the carrying amounts of goodwill to the cash-generating units was based on the relative fair values for the regions. The allocation of the brands "SAF", "Holland", "York" and "V.ORLANDI" to the cash-generating units was done on the basis of the primary geographical use of these brands. The impairment test of the SAF and V.ORLANDI brand was performed on the basis of the EMEA cash-generating unit. The impairment test of the Holland brand was performed on the basis of the Americas cash-generating unit. The impairment test of the York brand was performed on the basis of the APAC cash-generating unit. The carrying amounts are as follows:
| Americas | EMEA | APAC | Total | |||||
|---|---|---|---|---|---|---|---|---|
| kEUR | 06/30/2020 | 12/31/2019 | 06/30/2020 | 12/31/2019 | 06/30/2020 | 12/31/2019 | 06/30/2020 | 12/31/2019 |
| Goodwill | 26,289 | 26,385 | 45,336 | 45,336 | 7,105 | 7,105 | 78,730 | 78,826 |
| Brand | 12,709 | 12,959 | 24,601 | 24,671 | 2,966 | 2,979 | 40,276 | 40,609 |
Within the scope of a sensitivity analysis either an increase in the average cost of capital (after taxes) of 100 basis points, a decline of future cash flows (after taxes) of 10 per cent or a one-percent reduction in the longterm growth rate was assumed for the cash-generating units to which material goodwill and intangible assets with indefinite useful lives were allocated. Based on this method SAF-HOLLAND determined that there was no need for impairment at the cash-generating units "Americas" and "EMEA". By contrast, with regard to the "APAC" cash-generating unit there would be a need to record an impairment loss of kEUR 1,709 if the weighted average cost of capital (after tax) rose by 100 base points. If the future cash flows (after tax) decreased by 10 per cent the impairment loss would amount to kEUR 4,688.
In comparison to December 31, 2019, inventories have decreased by kEUR 14,522 and amount to kEUR 153,607 as of the reporting date (previous year: kEUR 168,129).
The impairment losses recorded on inventories amount to kEUR 6,938 as of June 30, 2020 (previous year: kEUR 4,633). The increase in the impairment recorded on inventories results primarily from the closure of Corpco Beijing Technology and Development Co., Ltd. as well as from the streamlining of the product portfolio in the course of the new restructuring program FORWARD 2.0 in the USA. In addition, higher impairment losses were required to account for slow-moving stocks arising from the fall in inventory turnover as a result of the COVID-19 pandemic.
| kEUR | ||
|---|---|---|
| 06/30/2020 12/31/2019 | ||
| Cash on hand, cash at banks and checks | 208,792 | 131,064 |
| Short-term deposits | 570 | 102 |
| Total | 209,362 | 131,166 |
The increase in cash and cash equivalents can be attributed to the promissory note loan issued on March 9, 2020. For further information on the development of cash and cash equivalents, please refer to the statement of cash flows.
By resolution of the Annual General Meeting on May 20, 2020, the nominal value per share was increased from EUR 0.01 to EUR 1.00 which led to an increase in the subscribed share capital of the Company from EUR 453,943.02 to EUR 45,394,302.00. The increase in the subscribed share capital was financed from company funds by drawing on the capital reserve. Subscribed share capital is fully paid-in and consists of 45,394,302 (previous year: 45,394,302) ordinary shares.
The changes in accumulated other comprehensive income as of the balance sheet date is as follows:
| kEUR | ||||||
|---|---|---|---|---|---|---|
| Before tax amount | Tax (income) / expense | Net of tax amount | ||||
| Q1-Q2/2020 | Q1-Q2/2019 | Q1-Q2/2020 | Q1-Q2/2019 | Q1-Q2/2020 | Q1-Q2/2019 | |
| Exchange differences on translation of foreign operations | –9,342 | 3,964 | – | – | –9,342 | 3,964 |
| Total | –9,342 | 3,964 | – | – | –9,342 | 3,964 |
In the course of the Annual General Meeting on May 20, 2020, a resolution was passed to refrain from paying out a dividend from the net profit of the year to the shareholders. In the prior year a dividend of EUR 0.45 per share was distributed from the net profit of the year to the shareholders. The distribution amount totalled kEUR 20,427.
Interest bearing loans and bonds consisted of the following:
| Non-current | Current | Total | |||
|---|---|---|---|---|---|
| 2,390 | 95,395 | – | – | 2,390 | 95,395 |
| – | – | 94,840 | 99,326 | 94,840 | 99,326 |
| 244,000 | 46,500 | 52,000 | 52,000 | 296,000 | 98,500 |
| –2,485 | –707 | –1,086 | –277 | –3,571 | –984 |
| – | – | 2,505 | 931 | 2,505 | 931 |
| 56,769 | 54,605 | 290 | 1,413 | 57,059 | 56,018 |
| 300,674 | 195,793 | 148,549 | 153,393 | 449,223 | 349,186 |
| 06/30/2020 12/31/2019 06/30/2020 12/31/2019 06/30/2020 12/31/2019 |
On March 9, 2020 SAF-HOLLAND SE issued a promissory note loan with a volume of EUR 250 million via its subsidiary, SAF-HOLLAND GmbH. The tranches of the promissory note loan feature fixed as well as variable interest rates and maturities of three, three and a half, five, seven and ten years.
An overview of the tranches is presented in the following table:
| Tranche | |||
|---|---|---|---|
| Volume | Interest rate | Expiry date | |
| 3 years var. | EUR 61 Mio. 6M-Euribor + 145bps | 03/27/2023 | |
| 3 years fix | EUR 80 Mio. | 1.45% | 03/27/2023 |
| 3.5 years fix | EUR 20 Mio. | 1.50% | 09/23/2023 |
| 5 years var. | EUR 49 Mio. 6M-Euribor + 160bps | 09/23/2025 | |
| 5 years fix | EUR 20 Mio. | 1.50% | 09/23/2025 |
| 7 years fix | EUR 15 Mio. 6M-Euribor + 180bps | 03/29/2027 | |
| 10 years fix | EUR 5 Mio. | 2.75% | 03/27/2030 |
The three, five, seven and ten-year tranches were paid out at the end of March. Pay-out for the three and a half year tranche is foreseen for the end of September 2020.
In addition to providing general financing for the organisation, the proceeds will be mainly used to refinance the convertible bond of EUR 94.8 million that falls due on September 12, 2020 and the five-year tranche of EUR 52 million of the promissory note loan issued in November 2015, which falls due on November 27, 2020.
The following table shows the total liquidity calculated as the sum of freely available credit lines valued at the rate as of the reporting date including available cash and cash equivalents:
| Amount drawn valued as at the period-end |
Agreed credit lines valued as at the period-end |
Cash and cash | 06/30/2020 |
|---|---|---|---|
| exchange rate | exchange rate | equivalents | Total liquidity |
| 2,390 | 200,000 | – | 197,610 |
| – | 5,025 | 209,362 | 214,387 |
| 2,390 | 205,025 | 209,362 | 411,997 |
| Amount drawn | Agreed credit lines | |||
|---|---|---|---|---|
| valued as at the | valued as at the | |||
| period-end | period-end | Cash and cash | ||
| exchange rate | exchange rate | equivalents | Total liquidity | |
| Revolving credit line | 88,454 | 200,000 | – | 111,546 |
| Other facilities | 6,941 | 6,941 | 131,166 | 131,166 |
| Total | 95,395 | 206,941 | 131,166 | 242,712 |
The increase in lease liabilities is primarily due to the conclusion of a longterm lease for the plant in Yangzhou, China.
Apart from measurement effects, the decrease in other financial liabilities can mainly be attributed to the exercise of the put option for the outstanding shares in V.ORLANDI S.p.A. by the former shareholders.
Furthermore, the term of the put option liability for the outstanding shares in KLL Equipamentos para Transporte Ltda. has been amended. The option is expected to be exercised at the beginning of the second quarter 2021. The put option liability was therefore reclassified to current other financial liabilities.
The following tables show the composition of the Group Management Board, which is the managing body of the SAF-HOLLAND Group's operating business, as well as the composition of the Board of Directors of SAF-HOLLAND SE as of the reporting date:
| Alexander Geis | Chief Executive Officer (CEO) |
|---|---|
| Dr. Matthias Heiden | Chief Financial Officer (CFO) (until 06/30/2020) |
| Dr. André Philipp | Chief Operating Officer (COO) |
| Dr. Martin Kleinschmitt | Chairman of the Board of Directors |
|---|---|
| Martina Merz | Deputy Chairman of the Board of Directors |
| Ingrid Jägering | Member of the Board of Directors |
| Jack Gisinger | Member of the Board of Directors (until 05/20/2020) |
| Anja Kleyboldt | Member of the Board of Directors (until 06/30/2020) |
| Carsten Reinhardt | Member of the Board of Directors |
Dr. Matthias Heiden, Chief Financial Officer (CFO) of SAF-HOLLAND SE, left the Company on June 30. As successor to Dr. Matthias Heiden, Ms. Inka Koljonen will join the Company on September 1, 2020. As Chief Financial Officer, she will have responsibility for Finance, Accounting and Controlling, IT, Legal Affairs and Compliance, Internal Audit, Investor Relations and Corporate Communications. In the interim, the CEO, Alexander Geis, will take charge of all CFO matters on a provisional basis.
After the extraordinary general meeting of SAF-HOLLAND S.A. on February 14, 2020 passed a resolution to change the legal form to that of a European company (Societas Europaea, SE) and the subsequent entry into the Luxembourg Trade and Companies Register on February 24, 2020, a resolution was passed at another extraordinary general meeting on May 20, 2020 to increase the capital from company funds and transfer the registered office to Germany, creating new articles of association for SAF-HOLLAND SE in the process. The transfer of the registered office was filed with the commercial register in Germany on July 1, 2020.
With the entry into the commercial register of the local court of Aschaffenburg on July 1, 2020, SAF-HOLLAND SE completed the transfer of its registered office from Luxembourg to Bessenbach with legal effect.
As a result, the revised version of the articles of association passed by resolution of the extraordinary general meeting of May 20, 2020 also came into force. According to the revised version of the articles of association, the organisational structure of the Company is based on the dualistic board system comprising the Management Board as the management body and the Supervisory Board as the supervisory body, along with the Annual General Meeting. In addition, due to the revised version of the articles of association, the shares of SAF-HOLLAND SE were converted from nominal value shares to no-par value shares.
The Management Board of SAF-HOLLAND SE will initially consist of Alexander Geis (Chairman of the Management Board and provisional CFO) and Dr. André Philipp (Member of the Management Board and Chief Operating Officer). Inka Koljonen will take over the position of Chief Financial Officer on September 1, 2020. The Supervisory Board of SAF-HOLLAND SE comprises the former members of the Board of Directors, Ingrid Jägering, Dr. Martin Kleinschmitt, Martina Merz and Carsten Reinhardt. The Deputy Chairman of the Management Board of Webasto SE, Matthias Arleth, has been appointed to the Supervisory Board as a new appointee. The members of the Supervisory Board are elected for four years.
Subsequent to the transfer of the registered office, the shares of SAF-HOLLAND SE will continue to be traded solely on the Frankfurt Stock Exchange. Since July 15, 2020, these have been listed under ISINDE000SAFH001 and WKNSAFH00.
Bessenbach, August 13, 2020
Alexander Geis Chairman of the Management Board and Chief Executive Officer (CEO)
Dr. André Philipp Member of the Management Board and Chief Operating Officer (COO)
To the best of our knowledge and in accordance with the applicable financial reporting principles, the consolidated financial statements give a true and fair view of the sales and earnings performance, net assets and cash flows of the Group, and the Group's management report includes a fair review of the development and performance of the Group's business and position, together with a description of the principal opportunities and risks associated with the expected development of the Group.
Bessenbach, August 13, 2020 SAF-HOLLAND SE
Alexander Geis Chairman of the Management Board and Chief Executive Officer (CEO) Dr. André Philipp Member of the Management Board and Chief Operating Officer (COO)
November 18, 2020 Quarterly Statement Q1–Q3 2020
November 25, 2020 Virtual Investor and Analyst Day 2020
SAF-HOLLAND SE Hauptstraße 26 D-63856 Bessenbach
Editors: Michael Schickling, SAF-HOLLAND Group; Alexander Pöschl, SAF-HOLLAND Group; Klaus Breitenbach, SAF-HOLLAND Group
Produced inhouse using www.firesys.de.
The Half-Year Financial Report is also available in German. In cases of doubt, the German version shall prevail.
This report contains certain statements that are neither reported financial results nor other historical information. This report contains forwardlooking statements. Such forward-looking statements are based on certain assumptions, expectations and forecasts made at the time of publication of this report. Consequently, they are inherently subject to risks and uncertainties. Moreover, the actual events could diverge significantly from the events described in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of SAF-HOLLAND SE to control or estimate precisely, such as future market and economic conditions, the behavior of other market participants, the achievement of anticipated synergies, and the actions of government regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this publication. Likewise, SAF-HOLLAND SE does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of publication of these materials.
SAF-HOLLAND Group Hauptstraße 26 D-63856 Bessenbach
www.safholland.com
[email protected] Phone: + 49 (0) 6095 301-617
[email protected] Phone: + 49 (0) 6095 301-117
[email protected] Phone: + 49 (0) 6095 301-565
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