Quarterly Report • Aug 17, 2015
Quarterly Report
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0 1 KEY FIGURES
0 2 HIGHLIGHTS
6 Property, plant and equipment 7 Other intangible assets 8 Other financial assets 9 Other assets 10 Inventories 11 Equity 12 Financial liabilities 13 Other financial liabilities 14 Provisions 15 Pension plans and similar obligations 16 Other liabilities 17 Contingent liabilities and other financial commitments 18 Financial instruments 19 Risk reporting 20 Notes to the consolidated statement of cash flows 21 Segment reporting 22 Share-based payment 23 Related party relationships 24 Subsequent events Responsibility Statement
| Three months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Revenue | 160.4 | 130.2 | 30.2 | 23.2% |
| EBITDA | 26.5 | 9.4 | 17.1 | >100.0% |
| Adjusted EBITDA | 27.5 | 24.5 | 3.0 | 12.2% |
| EBIT | 15.6 | (0.4) | 16.0 | <(100.0)% |
| Adjusted EBIT | 19.8 | 17.9 | 1.9 | 10.6% |
| Capital expenditure | (11.7) | (8.8) | (2.9) | 33.0% |
| Adjusted operating cash flow before tax (AoCF) | 14.8 | 20.3 | (5.5) | (27.1)% |
| Free cash flow (FCF) | (10.7) | (11.5) | 0.8 | (7.0)% |
| EBITDA as % of revenue | 16.5% | 7.2% | ||
| Adjusted EBITDA as % of revenue | 17.1% | 18.8% | ||
| EBIT as % of revenue | 9.7% | (0.3%) | ||
| Adjusted EBIT as % of revenue | 12.3% | 13.7% | ||
| Capital expenditure as % of revenue | 7.3% | 6.8% | ||
| AoCF as % of adjusted EBITDA | 53.8% | 82.9% | ||
| FCF as % of adjusted EBITDA | (38.9%) | (46.9%) | ||
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Revenue | 453.0 | 376.1 | 76.9 | 20.4% |
| EBITDA | 75.2 | 50.2 | 25.0 | 49.8% |
| Adjusted EBITDA | 79.4 | 68.0 | 11.4 | 16.8% |
| EBIT | 43.1 | 20.8 | 22.3 | >100.0% |
| Adjusted EBIT | 56.9 | 48.1 | 8.8 | 18.3% |
| Capital expenditure | (33.4) | (25.7) | (7.7) | 30.0% |
| Adjusted operating cash flow before tax (AoCF) | 29.9 | 54.4 | (24.5) | (45.0)% |
| Free cash flow (FCF) | (17.4) | 2.5 | (19.9) | <(100.0)% |
| EBITDA as % of revenue | 16.6% | 13.3% | ||
| Adjusted EBITDA as % of revenue | 17.5% | 18.1% | ||
| EBIT as % of revenue | 9.5% | 5.5% | ||
| Adjusted EBIT as % of revenue | 12.6% | 12.8% | ||
| Capital expenditure as % of revenue | 7.4% | 6.8% | ||
| AoCF as % of adjusted EBITDA | 37.7% | 80.0% | ||
| FCF as % of adjusted EBITDA | (21.9%) | 3.7% | ||
of the third quarter of fiscal 2015
+ 23.2% REVENUE
Revenue by region in Q3 FY2015 (location of Stabilus company)
for the three and nine months ended June 30, 2015
The table below sets out Stabilus Group's consolidated income statement for the third quarter of fiscal 2015 in comparison to the third quarter of fiscal 2014:
Three months ended June 30, IN € MILLIONS 2015 2014 change % change Revenue 160.4 130.2 30.2 23.2% Cost of sales (122.6) (97.9) (24.7) 25.2% Gross profit 37.8 32.2 5.6 17.4% Research and development expenses (5.3) (4.9) (0.4) 8.2% Selling expenses (11.4) (9.9) (1.5) 15.2% Administrative expenses (6.0) (18.2) 12.2 (67.0)% Other income 1.8 0.9 0.9 100.0% Other expenses (1.3) (0.6) (0.7) >100.0% Profit / (loss) from operating activities (EBIT) 15.6 (0.4) 16.0 <(100.0)% Finance income 0.4 2.2 (1.8) (81.8)% Finance costs (37.4) (14.2) (23.2) >100.0% Profit / (loss) before income tax (21.4) (12.4) (9.0) 72.6% Tax income / (expense) (4.1) 5.4 (9.5) <(100.0)% Profit / (loss) for the period (25.5) (7.0) (18.5) >100.0%
Group's total revenue in the third quarter of fiscal 2015 developed as follows:
| Revenue | 160.4 | 130.2 | 30.2 | 23.2% |
|---|---|---|---|---|
| Asia / Pacific and rest of world | 19.2 | 15.8 | 3.4 | 21.5% |
| NAFTA | 60.0 | 44.4 | 15.6 | 35.1% |
| Europe | 81.2 | 69.9 | 11.3 | 16.2% |
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Three months ended June 30, |
| Three months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Automotive | 111.5 | 87.1 | 24.4 | 28.0% |
| Gas Spring | 76.7 | 65.2 | 11.5 | 17.6% |
| Powerise | 34.8 | 21.9 | 12.9 | 58.9% |
| Industrial | 41.2 | 36.9 | 4.3 | 11.7% |
| Swivel Chair | 7.6 | 6.2 | 1.4 | 22.6% |
| Revenue | 160.4 | 130.2 | 30.2 | 23.2% |
Total revenue of €160.4 million in the third quarter of fiscal 2015 increased by 23.2% compared to the third quarter of fiscal 2014.
The revenues of our European entities increased by 16.2% from €69.9 million in the third quarter of fiscal 2014 to €81.2 million in the third quarter of fiscal 2015. The revenues of our NAFTA operating unit continue to benefit primarily from the strong growth in the Powerise business. The revenue generated by our US and Mexican entities increased by 35.1% from €44.4 million to €60.0 million. Approximately €11.3 million of this revenue increase was due to the stronger US dollar (average rate €1: \$1.11 in Q3 FY2015 versus \$1.37 in Q3 FY2014). The revenues of Stabilus plants located in Asia / Pacific and rest of world region increased by 21.5% from €15.8 million in the third quarter of fiscal 2014 to €19.2 million in the third quarter of fiscal 2015, essentially due to new customer wins and increased production capacity in China.
In the market view, the increase of total revenue can be explained by our Automotive market segment, particularly by our growing Powerise business. The increase in the Powerise business by 58.9% is mainly the result of new OEM platform wins and the subsequent launch of new Powerise programs for a number of key vehicle OEMs. In addition, the share of end customers (buyers of new vehicles) opting for this extra equipment continues to rise as well, which drives up the take rate of our Powerise product line.
Revenue in the industrial business increased by 11.7% from €36.9 million in the third quarter of fiscal 2014 to €41.2 million in the third quarter of fiscal 2015, primarily due to higher revenues in the NAFTA region (+€3.0 million vs. Q3 FY2014).
Swivel Chair revenue increased by 22.6% from €6.2 million in the third quarter of fiscal 2014 to €7.6 million in the third quarter of fiscal 2015, essentially due to stronger revenues in Europe.
In line with the revenue growth, cost of sales in the third quarter of fiscal 2015 increased by 25.2%, compared to the third quarter of the previous fiscal year. As a percentage of revenue, the cost of sales increased to 76.4% (Q3 FY2014: 75.2%) mainly due to additions to the warranty provision as Stabilus continues to sell more complex product systems.
R&D expenses in the third quarter of fiscal 2015 increased by 8.2% compared to the third quarter of fiscal 2014. As a percentage of revenue, R&D expenses decreased from 3.8% in the third quarter of fiscal 2014 to 3.3% in the third quarter of fiscal 2015.
Selling expenses increased by 15.2% from €(9.9) million in the third quarter of fiscal 2014 to €(11.4) million in the third quarter of fiscal 2015, mainly due to higher personnel expenses, in particular general pay increases as well as increased staffing in China. As a percentage of revenue, selling expenses decreased to 7.1% (Q3 FY2014: 7.6%).
Administrative expenses decreased by 12.2 million from €(18.2) million in the third quarter of fiscal 2014 to €(6.0) million in the third quarter of fiscal 2015. The higher administrative expenses in the three months ended June 30, 2014 were primarily due to IPOrelated costs. As percentage of revenue, administrative expenses decreased to 3.7% of total revenue (Q3 FY2014: 14.0%).
Other income increased from €0.9 million in third quarter of fiscal 2014 to €1.8 million in the third quarter of fiscal 2015. This increase by €0.9 million is primarily the result of foreign currency fluctuations, i. e. higher foreign currency translation gains driven by the strong US dollar.
Other expenses increased from €(0.6) million in the third quarter of the fiscal 2014 to €(1.3) million in the third quarter of the fiscal year under review. This income statement line item mainly comprises foreign currency translation losses, primarily due to the strong US dollar.
Finance income decreased from €2.2 million in the third quarter of fiscal 2014 to €0.4 million in the third quarter of fiscal 2015. The higher amount in the third quarter of the previous fiscal year contained €1.3 million gains from the changes in the carrying amount of the upstream shareholder loan and €0.6 million net foreign exchange gains.
Finance costs increased from €(14.2) million in the third quarter of fiscal 2014 to €(37.4) million in the third quarter of fiscal 2015 primarily due to the derecognition of embedded derivatives (noncash item of €20.9 million in Q3 FY2015) and €9.9 million early redemption charges, following Group's refinancing in June 2015.
The increase of income tax expense from €5.4 million in the third quarter of fiscal 2014 to €(4.1) million in the third quarter of fiscal 2015 was essentially caused by the development of the Group's pretax result and significantly impacted by the Group's refinancing charges which are only partially tax-deductible.
The table below sets out Stabilus Group's consolidated income statement for the first nine months of fiscal 2015 in comparison to the first nine months of fiscal 2014:
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Revenue | 453.0 | 376.1 | 76.9 | 20.4% |
| Cost of sales | (344.7) | (285.1) | (59.6) | 20.9% |
| Gross profit | 108.3 | 91.0 | 17.3 | 19.0% |
| Research and development expenses | (16.8) | (14.8) | (2.0) | 13.5% |
| Selling expenses | (32.7) | (29.1) | (3.6) | 12.4% |
| Administrative expenses | (19.4) | (27.7) | 8.3 | (30.0)% |
| Other income | 8.4 | 3.5 | 4.9 | >100.0% |
| Other expenses | (4.6) | (2.1) | (2.5) | >100.0% |
| Profit from operating activities (EBIT) | 43.1 | 20.8 | 22.3 | >100.0% |
| Finance income | 16.8 | 10.4 | 6.4 | 61.5% |
| Finance costs | (39.9) | (33.0) | (6.9) | 20.9% |
| Profit / (loss) before income tax | 20.0 | (1.8) | 21.8 | <(100.0)% |
| Tax income / (expense) | (18.0) | 1.3 | (19.3) | <(100.0)% |
| Profit / (loss) for the period | 2.0 | (0.5) | 2.5 | <(100.0)% |
Group's total revenue in the first nine months of fiscal 2015 developed as follows:
| 2015 | 2014 | change | % change |
|---|---|---|---|
| 231.1 | 199.8 | 31.3 | 15.7% |
| 166.7 | 129.2 | 37.5 | 29.0% |
| 55.2 | 47.1 | 8.1 | 17.2% |
| 453.0 | 376.1 | 76.9 | 20.4% |
| Nine months ended June 30, |
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Automotive | 317.8 | 251.4 | 66.4 | 26.4% |
| Gas spring | 219.7 | 191.5 | 28.2 | 14.7% |
| Powerise | 98.1 | 59.9 | 38.2 | 63.8% |
| Industrial | 113.9 | 106.2 | 7.7 | 7.3% |
| Swivel chair | 21.3 | 18.5 | 2.8 | 15.1% |
| Revenue | 453.0 | 376.1 | 76.9 | 20.4% |
Total revenue of €453.0 million in the first nine months of fiscal 2015 increased by 20.4% compared to the first nine months of fiscal 2014.
The revenues of our European entities grew by 15.7% from €199.8 million in the first nine months of fiscal 2014 to €231.1 million in the first nine months of fiscal 2015. The revenues of our NAFTA operating unit continue to benefit primarily from the strong growth in the Powerise business. The revenue generated by our US and Mexican entities increased by 29.0% from €129.2 million to €166.7 million. Approximately €25.1 million of this revenue increase was due to the stronger US dollar (average rate per €1: \$1.16 in 9M FY2015 versus \$1.37 in 9M FY2014). The revenues of Stabilus plants located in Asia / Pacific and rest of world region increased by 17.2% from €47.1 million in the first nine months of fiscal 2014 to €55.2 million in the first nine months of fiscal 2015, essentially due to new customer wins and increased production capacity in China. In the market view, the increase in total revenue is mainly due to our Automotive market segment, particularly to our growing Powerise business. The increase in the Powerise business by 63.8% is mainly the result of new OEM platform wins and the subsequent launch of new Powerise programs for a number of key vehicle OEMs. In addition, the share of end customers (buyers of new vehicles) opting for this extra equipment continues to rise as well, compared to the previous periods, which drives up the take rate of our Powerise product line.
Revenue in the industrial business increased by 7.3% from €106.2 million in the nine months ended June 30, 2014 to €113.9 million in the nine months ended June 30, 2015.
Swivel Chair revenue increased by 15.1% from €18.5 million in the first nine months of fiscal 2014 to €21.3 million in the first nine months of fiscal 2015.
Driven by the revenue growth, cost of sales in the first nine months of fiscal 2015 increased by 20.9%, compared to the first nine months of the previous fiscal year. As a percentage of revenue, the cost of sales increased to 76.1% (9M FY2014: 75.8%).
R&D expenses in the first nine months of fiscal 2015 increased by 13.5% compared to the first nine months of fiscal 2014. As a percentage of revenue, R&D expenses decreased by 20 bps to 3.7% (9M FY2014: 3.9%).
Selling expenses increased by 12.4% from €(29.1) million in the first nine months of fiscal 2014 to €(32.7) million in the first nine months of fiscal 2015. Enhancement of our aftermarket distribution, general pay increases as well as increased staffing in China explain this development. As a percentage of revenue, selling expenses decreased to 7.2% (9M FY2014: 7.7%).
Administrative expenses decreased by 30.0% from €(27.7) million in the first nine months of fiscal 2014 to €(19.4) million in the first nine months of fiscal 2015. The higher administrative expenses in the first nine months of the previous fiscal year were primarily due to IPO related costs. As percentage of revenue, administrative expenses in the first nine months of fiscal 2015 decreased to 4.3% of total revenue (9M FY2014: 7.4%).
Other income increased from €3.5 million in the first nine months of fiscal 2014 to €8.4 million in the first nine months of fiscal 2015. This increase by €4.9 million is primarily the result of foreign currency fluctuations, i. e. higher foreign currency translation gains driven by the strong US dollar.
Other expenses increased from €(2.1) million in the first nine months of fiscal 2014 to €(4.6) million in the first nine months of the fiscal year under review. This income statement line item comprises mainly the foreign currency translation losses, primarily due to the strong US dollar.
Finance income increased from €10.4 million in the first nine months of fiscal 2014 to €16.8 million in the first nine months of fiscal 2015, primarily due to net foreign exchange gains on intercompany loans.
Finance costs increased from €(33.0) million in the first nine months of fiscal 2014 to €(39.9) million in the first nine months of fiscal 2015 essentially due to the derecognition of embedded derivatives (noncash item of €15.4 million in 9M FY2015) and €9.9 million early redemption charges, following Group's refinancing in June 2015.
The increase of income tax expense from €1.3 million in the first nine months of fiscal 2014 to €(18.0) million in the first nine months of fiscal 2015 was essentially caused by the development of the Group's pre-tax result and significantly impacted by the Group's refinancing charges which are only partially tax-deductible.
The table below sets out a reconciliation of EBIT to EBITDA and adjusted EBITDA for the third quarter and the first nine months of fiscal 2015 and 2014:
| Three months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Profit from operating activities (EBIT) | 15.6 | (0.4) | 16.0 | <(100.0)% |
| Depreciation | 5.7 | 5.0 | 0.7 | 14.0% |
| Amortization | 5.2 | 4.8 | 0.4 | 8.3% |
| EBITDA | 26.5 | 9.4 | 17.1 | >100.0% |
| Advisory* | 0.5 | 14.1 | (13.6) | (96.5)% |
| Restructuring / ramp-up | 0.3 | 0.6 | (0.3) | (50.0)% |
| Pension interest add back | 0.2 | 0.4 | (0.2) | (50.0)% |
| Total adjustments | 1.0 | 15.1 | (14.1) | (93.4)% |
| Adjusted EBITDA | 27.5 | 24.5 | 3.0 | 12.2% |
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Profit from operating activities (EBIT) | 43.1 | 20.8 | 22.3 | >100.0% |
| Depreciation | 16.6 | 14.8 | 1.8 | 12.2% |
| Amortization | 15.5 | 14.6 | 0.9 | 6.2% |
| EBITDA | 75.2 | 50.2 | 25.0 | 49.8% |
| Advisory* | 1.3 | 15.7 | (14.4) | (91.7)% |
| Restructuring / ramp-up | 2.1 | 1.0 | 1.1 | >100.0% |
| Pension interest add back | 0.8 | 1.1 | (0.3) | (27.3)% |
| Total adjustments | 4.2 | 17.8 | (13.6) | (76.4)% |
| Adjusted EBITDA | 79.4 | 68.0 | 11.4 | 16.8% |
* Legal, refinancing and reorganization-related advisory expenses.
Adjusted EBITDA represents EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring and other non-recurring costs, expenses for one-time legal disputes as well as interest on pension changes. Adjusted EBITDA is presented because we believe it is a relevant measure for assessing performance as it is adjusted for certain one-time or non-recurring items that are not expected to impact our Group going forward, and thus aids in an understanding of EBITDA in a given period.
The €1.3 million adjustment of advisory expenses in the first nine months of fiscal 2015 comprised €0.3 million transaction costs for the new financing agreement signed on December 19, 2014. The €2.1 million restructuring and ramp-up expenses adjusted in the first nine months of fiscal 2015 contained €1.5 million restructuring costs related to the adjustment of the Koblenz site's management structure and the shifting of production capacity between European Stabilus plants as well as certain one-time ramp-up expenses incurred at several production facilities.
The table below shows reconciliations of profit from operating activities (EBIT) to adjusted EBIT for the third quarter and the first nine months of fiscal 2015 and 2014:
| Three months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Profit from operating activities (EBIT) | 15.6 | (0.4) | 16.0 | <(100.0)% |
| Advisory* | 0.5 | 14.1 | (13.6) | (96.5)% |
| Restructuring / ramp-up | 0.3 | 0.6 | (0.3) | (50.0)% |
| Pension interest add back | 0.2 | 0.4 | (0.2) | (50.0%) |
| PPA adjustments – depreciation and amortization | 3.2 | 3.2 | – | 0.0% |
| Total adjustments | 4.2 | 18.3 | (14.1) | (77.0%) |
| Adjusted EBIT | 19.8 | 17.9 | 1.9 | 10.6% |
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Profit from operating activities (EBIT) | 43.1 | 20.8 | 22.3 | >100.0% |
| Advisory* | 1.3 | 15.7 | (14.4) | (91.7)% |
| Restructuring / ramp-up | 2.1 | 1.0 | 1.1 | >100.0% |
| Pension interest add back | 0.8 | 1.1 | (0.3) | (27.3)% |
| PPA adjustments - depreciation and amortization | 9.5 | 9.5 | – | 0.0% |
| Total adjustments | 13.7 | 27.3 | (13.6) | (49.8)% |
| Adjusted EBIT | 56.9 | 48.1 | 8.8 | 18.3% |
* Legal, refinancing and reorganization-related advisory expenses.
Adjusted EBIT represents EBIT, as adjusted by management primarily in relation to severance, consulting, restructuring and other nonrecurring costs, expenses for one-time legal disputes, IPO-related expenses, launch costs for new products as well as interest on pension changes and the depreciation and amortization of adjustments of Group's assets to fair value resulting from the April 2010 purchase price allocation.
The €1.3 million adjustment of advisory expenses in the first nine months of fiscal 2015 comprised €0.3 million transaction costs for the new loan agreement signed on December 19, 2014. The €2.1 million restructuring and ramp-up expenses in the first nine months of fiscal 2015 contained €1.5 million restructuring costs related to the adjustment of the Koblenz site's management structure and the shifting of production capacity between European Stabilus plants as well as certain one-time ramp-up expenses incurred at several production facilities.
T _ 010
The table below shows reconciliations of profit / (loss) for the period to adjusted profit for the third quarter and the first nine months of fiscal 2015 and 2014:
| Three months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Profit / (loss) for the period | (25.5) | (7.0) | (18.5) | >100.0% |
| Advisory* | 0.5 | 14.1 | (13.6) | (96.5)% |
| Restructuring / ramp-up | 0.3 | 0.6 | (0.3) | (50.0)% |
| Pension interest add back | 0.2 | 0.4 | (0.2) | (50.0)% |
| PPA adjustments – depreciation and amortization | 3.2 | 3.2 | – | 0.0% |
| Loss from derecognition of derivative instruments | 20.9 | – | 20.9 | n/a |
| Early redemption fee | 9.9 | – | 9.9 | n/a |
| Total adjustments | 35.0 | 18.3 | 16.7 | 91.3% |
| Adjusted profit | 9.5 | 11.3 | (1.8) | (15.9)% |
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Profit / (loss) for the period | 2.0 | (0.5) | 2.5 | <(100.0)% |
| Advisory* | 1.3 | 15.7 | (14.4) | (91.7)% |
| Restructuring / ramp-up | 2.1 | 1.0 | 1.1 | >100.0% |
| Pension interest add back | 0.8 | 1.1 | (0.3) | (27.3)% |
| PPA adjustments - depreciation and amortization | 9.5 | 9.5 | – | 0.0% |
| Loss from derecognition of derivative instruments | 15.4 | – | 15.4 | n/a |
| Early redemption fee | 9.9 | – | 9.9 | n/a |
| Total adjustments | 39.0 | 27.3 | 11.7 | 42.9% |
| Adjusted profit | 41.0 | 26.8 | 14.2 | 53.0% |
* Legal, refinancing and reorganization-related advisory expenses.
Adjusted profit represents profit for the period, as adjusted by management primarily in relation to refinancing, severance, consulting, restructuring and other non-recurring costs, expenses for one-time legal disputes, IPO-related expenses, launch costs for new products as well as interest on pension changes and the depreciation and amortization of adjustments of Group's assets to fair value resulting from the April 2010 purchase price allocation.
Stabilus Group is organized and managed primarily on a regional level. The three reportable operating segments of the Group are Europe, NAFTA as well as Asia / Pacific and rest of world (RoW).
The table below sets out the development of our operating segments in the third quarter and in the first nine months of fiscal 2015 compared to the corresponding periods of the previous fiscal year.
| Three months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Europe | ||||
| External revenue1) | 81.2 | 69.9 | 11.3 | 16.2% |
| Intersegment revenue1) | 5.5 | 5.3 | 0.2 | 3.8% |
| Total revenue1) | 86.7 | 75.2 | 11.5 | 15.3% |
| Adjusted EBITDA | 17.4 | 14.9 | 2.5 | 16.8% |
| as % of revenue | 20.1% | 19.8% | ||
| NAFTA | ||||
| External revenue1) | 60.0 | 44.4 | 15.6 | 35.1% |
| Intersegment revenue1) | 1.5 | 0.6 | 0.9 | >100.0% |
| Total revenue1) | 61.5 | 45.0 | 16.5 | 36.7% |
| Adjusted EBITDA | 6.4 | 6.4 | – | 0.0% |
| as % of revenue | 10.4% | 14.2% | ||
| Asia / Pacific and RoW | ||||
| External revenue1) | 19.2 | 15.8 | 3.4 | 21.5% |
| Intersegment revenue1) | 0.2 | – | 0.2 | n/a |
| Total revenue1) | 19.4 | 15.8 | 3.6 | 22.8% |
| Adjusted EBITDA | 3.8 | 3.3 | 0.5 | 15.2% |
| as % of revenue | 19.6% | 20.9% |
1) Revenue breakdown by location of Stabilus company (i. e. "billed-from view").
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Europe | ||||
| External revenue1) | 231.1 | 199.8 | 31.3 | 15.7% |
| Intersegment revenue1) | 21.5 | 17.2 | 4.3 | 25.0% |
| Total revenue1) | 252.5 | 217.0 | 35.5 | 16.4% |
| Adjusted EBITDA | 46.4 | 41.1 | 5.3 | 12.9% |
| as % of revenue | 18.4% | 18.9% | ||
| NAFTA | ||||
| External revenue1) | 166.7 | 129.2 | 37.5 | 29.0% |
| Intersegment revenue1) | 3.2 | 1.6 | 1.6 | 100.0% |
| Total revenue1) | 169.9 | 130.8 | 39.1 | 29.9% |
| Adjusted EBITDA | 22.4 | 18.1 | 4.3 | 23.8% |
| as % of revenue | 13.2% | 13.8% | ||
| Asia/ Pacific and RoW | ||||
| External revenue1) | 55.2 | 47.1 | 8.1 | 17.2% |
| Intersegment revenue1) | 0.3 | 0.1 | 0.2 | >100.0% |
| Total revenue1) | 55.5 | 47.2 | 8.3 | 17.6% |
| Adjusted EBITDA | 10.7 | 8.8 | 1.9 | 21.6% |
| as % of revenue | 19.3% | 18.6% |
1) Revenue breakdown by location of Stabilus company (i. e. "billed-from view").
The external revenue generated by our European companies increased by 15.7% from €199.8 million in the first nine months of fiscal 2014 to €231.1 million in the first nine months of fiscal 2015. Adjusted EBITDA increased by €5.3 million from €41.1 million in the first nine months of fiscal 2014 to €46.4 million in the first nine months of fiscal 2015.
The external revenue of our companies located in the NAFTA region increased by 29.0% from €129.2 million in the first nine months of fiscal 2014 to €166.7 million in the first nine months of fiscal 2015, primarily due to the strong growth in the Powerise business. Approximately €25.1 million of this revenue increase was due to the stronger US dollar (average rate per €1: \$1.16 in 9M FY2015 versus \$1.37 in 9M FY2014). Owing to
additions to the warranty provision in the third quarter of fiscal 2015, the adjusted EBITDA margin decreased from 13.8% to 13.2% in the first nine months of fiscal 2015, leading to an adjusted EBITDA of €22.4 million which is 23.8% higher than in the first nine months of fiscal 2014.
In the first nine months of fiscal 2015, the external revenue of our companies in the Asia / Pacific and RoW segment increased by 17.2%, compared to the first nine months of the previous fiscal year. The improved sales of gas springs to an increasing customer base in China are the main driver for this increase. The adjusted EBITDA margin improved from 18.6% to 19.3%, leading to a 21.6% higher operating result of this segment.
| June 30, 2015 | Sept 30, 2014 | change | % change |
|---|---|---|---|
| 355.9 | 351.1 | 4.8 | 1.4% |
| 177.1 | 169.2 | 7.9 | 4.7% |
| 532.9 | 520.3 | 12.6 | 2.4% |
| 69.1 | 76.1 | (7.0) | (9.2%) |
| 360.2 | 353.7 | 6.5 | 1.8% |
| 103.6 | 90.5 | 13.1 | 14.5% |
| 463.8 | 444.2 | 19.6 | 4.4% |
| 532.9 | 520.3 | 12.6 | 2.4% |
The Group's balance sheet total increased from €520.3 million as of September 30, 2014 by 2.4% to €532.9 million as of June 30, 2015 mainly due to higher current assets (+€7.9 million) and – on the equity and liabilities side of the balance sheet – due to higher current liabilities (+€13.1 million).
Our non-current assets increased by €4.8 million or 1.4% mainly caused by higher assets under construction which result from the capacity expansion of our Chinese plant, the powder paint equipment at our Korean production facility, gas spring capacity expansion projects at the German and US facilities and from the Powerise expansion.
Current assets as of June 30, 2015 increased by 4.7% or €7.9 million, compared to September 30, 2014, primarily due to higher trade receivables (+€18.7 million) and higher inventories (+€8.9 million), partially offset by lower other financial assets (–€11.6 million) and a lower cash balance (– €7.4 million). Trade accounts receivable increased by 33.1% primarily due to the increased revenue and stronger US dollar. Following the increasing demand for our products and increased revenue the amount of inventories, in particular raw materials and supplies on hand, increased by €8.9 million. Other financial assets decreased by €11.6 million essentially due to the derecognition of derivative instruments which were embedded in the senior secured notes contract (indenture dates June 7, 2013). On June 16, 2015, the senior secured notes were fully and prematurely redeemed which led to the derecognition of the embedded derivatives.
The Group's equity as of June 30, 2015 decreased by €(7.0) million mainly due to the higher other comprehensive expense of €(9.0) million, partially offset by generated and retained earnings of €2.0 million. Other comprehensive expense in the first nine months of fiscal 2015 essentially comprised unrealized losses from foreign currency translation of €(8.7) million and unrealized actuarial losses of €(0.2) million due to the softening of the interest rate used for the calculation of pension obligations (June 30, 2015: 2.36% versus September 30, 2014: 2.4%).
Non-current liabilities increased from €353.7 million as of September 30, 2014 by 1.8% to €360.2 million as of June 30, 2015 mainly due to the Group's refinancing in June 2015. The senior secured notes with the remaining principal amount of €256.1 million (and an interest rate of 7.75% p.a.) were replaced with a new €270.0 million senior term loan facility (with an interest rate of currently 2% over Euribor p.a.).
Our current liabilities increased by €13.1 million from €90.5 million as of September 30, 2014 to €103.6 million as of June 30, 2015 primarily due to higher trade accounts payable (+€7.4 million) and current provisions (+€6.3 million), partially offset by lower current financial liabilities (–€5.6 million). Trade payables increased by 13.8% mainly due to the increased revenue and stronger US dollar. Current provisions increased primarily due to higher provisions for employee related costs (bonus and profit sharing at Mexican entity) and potential warranty expenses. As a consequence of the Group's refinancing in June 2015, in particular due to the lower interest rate and monthly interest payments, current finacial liabilities decreased by €5.6 million or 96.6%.
| Cash flow | T _ 013 | |||
|---|---|---|---|---|
| Nine months ended June 30, | ||||
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Cash flow from operating activities | 46.6 | 58.1 | (11.5) | (19.8)% |
| Cash flow from investing activities | (33.4) | (25.7) | (7.7) | 30.0% |
| Cash flow from financing activities | (21.9) | (32.2) | 10.3 | (32.0)% |
| Net increase / (decrease) in cash | (8.6) | 0.2 | (8.8) | <(100.0)% |
| Effect of movements in exchange rates on cash held | 1.2 | (0.1) | 1.3 | <(100.0)% |
| Cash as of beginning of the period | 33.5 | 21.8 | 11.7 | 53.7% |
| Cash as of end of the period | 26.1 | 22.0 | 4.1 | 18.6% |
Cash flow from operating activities decreased from €58.1 million in the first nine months of fiscal 2014 to €46.6 million in the first nine months of fiscal 2015 mainly due to changes in trade accounts receivable (9M FY2015: €(18.7) million vs. 9M FY2014: €17.0 million). In the first nine months of the previous fiscal year we started a sale of receivables program (factoring); trade receivables amounting to €20.2 million were sold to a factor resulting in a cash-in of €19.1 million.
Cash outflow for investing activities increased from €(25.7) million in the first nine months of fiscal 2014 to €(33.4) million in first nine months of fiscal 2015 mainly due to higher capital expenditures primarily related to the capacity expansion of our Chinese production facility.
Cash outflow for financing activities decreased from €(32.2) million in the first nine months of fiscal 2014 to €(21.9) million in the first nine months of fiscal 2015 mainly due to Group's refinancing in June 2015, i.e. payments for redemption of senior secured notes (– €256.1 million) and receipts under new senior facility (+€270 milllion).
As a result of the aforementioned changes of cash flows from operating, investing and financing activities and with adjustments to EBITDA amounting to €4.2 million (9M FY2014: €17.8 million), adjusted operating cash flow before tax (AoCF) decreased from €54.4 million in the first nine months of fiscal 2014 to €29.9 million in the first nine months of fiscal 2015. The following table sets out the composition and development of the non-IFRS key figure adjusted operating cash flow before tax in the reporting period.
Adjusted operating cash flow before tax (AoCF) represents operating cash flow before tax and before extraordinary and exceptional items. Operating cash flow before tax, in turn, comprises IFRS cash flow statement line items "cash flow from operating activities" and "cash flow from investing activities" according to IAS 7, excluding "changes in restricted cash" and "income tax payments".
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Cash flow from operating activities | 46.6 | 58.1 | (11.5) | (19.8)% |
| Cash flow from investing activities | (33.4) | (25.7) | (7.7) | 30.0% |
| Excl. income tax payments | 12.5 | 4.2 | 8.3 | >100.0% |
| Operating cash flow before tax | 25.7 | 36.6 | (10.9) | (29.8%) |
| Adjustments to EBITDA | 4.2 | 17.8 | (13.6) | (76.4%) |
| Adjusted operating cash flow before tax | 29.9 | 54.4 | (24.5) | (45.0%) |
Free cash flow (FCF) decreased from €2.5 million in first nine months of fiscal 2014 to €(17.4) million in the first nine months of fiscal 2015. The following table sets out the composition of the non-IFRS free cash flow figure.
Free cash flow (FCF) comprises the IFRS cash flow statement items "cash flow from operating activities", "cash flow from investing activities" and "payments for interest" (net interest payments).
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2015 | 2014 | change | % change |
| Cash flow from operating activities | 46.6 | 58.1 | (11.5) | (19.8)% |
| Cash flow from investing activities | (33.4) | (25.7) | (7.7) | 30.0% |
| Payments for interest | (30.6) | (29.9) | (0.7) | 2.3% |
| Free cash flow | (17.4) | 2.5 | (19.9) | <(100.0)% |
We refer to the risk related disclosures in the Group Management Report and in the audited Consolidated Financial Statements as of and for the fiscal year ended September 30, 2014.
For fiscal 2015 Stabilus has increased the revenue guidance from €575-585 million to approx. €600 million due to the expected performance of the Group in the fourth quarter of fiscal 2015 and the continuing strength of the US dollar. The guidance regarding the adjusted EBIT margin remains unchanged at 12-13%.
As of August 14, 2015, there were no further events or developments that could have materially affected the measurement and presentation of Group's assets and liabilities as of June 30, 2015.
as of and for the three and nine months ended June 30, 2015
for the three and nine months ended June 30, 2015 (unaudited)
| Three months ended June 30, | Nine months ended June 30, | ||||
|---|---|---|---|---|---|
| IN € THOUSANDS | NOTE | 2015 | 2014 | 2015 | 2014 |
| Revenue | 2 | 160,357 | 130,160 | 452,990 | 376,099 |
| Cost of sales | (122,579) | (97,913) | (344,675) | (285,103) | |
| Gross profit | 37,778 | 32,247 | 108,315 | 90,996 | |
| Research and development expenses | (5,306) | (4,891) | (16,799) | (14,810) | |
| Selling expenses | (11,445) | (9,928) | (32,731) | (29,145) | |
| Administrative expenses | (5,981) | (18,151) | (19,420) | (27,655) | |
| Other income | 1,829 | 913 | 8,369 | 3,511 | |
| Other expenses | (1,289) | (580) | (4,625) | (2,063) | |
| Profit from operating activities | 15,586 | (390) | 43,109 | 20,834 | |
| Finance income | 3 | 361 | 2,152 | 16,802 | 10,370 |
| Finance costs | 4 | (37,361) | (14,187) | (39,904) | (32,954) |
| Profit / (loss) before income tax | (21,414) | (12,425) | 20,007 | (1,750) | |
| Income tax income / (expense) | (4,116) | 5,433 | (17,995) | 1,255 | |
| Profit / (loss) for the period | (25,530) | (6,992) | 2,012 | (495) | |
| thereof attributable to non-controlling interests | 16 | 12 | 52 | 26 | |
| thereof attributable to shareholders of Stabilus | (25,546) | (7,003) | 1,960 | (520) | |
| Other comprehensive income / (expense) | |||||
| Foreign currency translation difference 1) | 11 | (2,411) | 1,408 | (8,730) | 675 |
| Unrealized actuarial gains / (losses), net of taxes 2) | 11 | 4,069 | – | (224) | (1,990) |
| Other comprehensive income / (expense), net of taxes |
1,658 | 1,408 | (8,954) | (1,315) | |
| Total comprehensive income / (expense) for the period |
(23,872) | (5,584) | (6,942) | (1,810) | |
| thereof attributable to non-controlling interests | 16 | 12 | 52 | 26 | |
| thereof attributable to shareholders of Stabilus | (23,888) | (5,596) | (6,994) | (1,836) | |
| Earnings per share (in €): | |||||
| basic | 5 | (1.23) | (0.37) | 0.09 | (0.03) |
| diluted | 5 | (1.23) | (0.37) | 0.09 | (0.03) |
1) Item that may be reclassified ('recycled') to profit and loss at a future point in time when specific conditions are met.
2) Item that will not be reclassified to profit and loss.
The accompanying Notes form an integral part of these Consolidated Financial Statements.
as of June 30, 2015 (unaudited)
| Consolidated statement of financial position | T _ 017 | ||
|---|---|---|---|
| IN € THOUSANDS | NOTE | June 30, 2015 | Sept 30, 2014 |
| Assets | |||
| Property, plant and equipment | 6 | 127,957 | 119,642 |
| Goodwill | 51,458 | 51,458 | |
| Other intangible assets | 7 | 168,686 | 170,971 |
| Other assets | 9 | 1,086 | 1,102 |
| Deferred tax assets | 6,673 | 7,919 | |
| Total non-current assets | 355,860 | 351,092 | |
| Inventories | 10 | 58,353 | 49,540 |
| Trade accounts receivable | 75,195 | 56,497 | |
| Current tax assets | 171 | 2,403 | |
| Other financial assets | 8 | 6,698 | 18,304 |
| Other assets | 9 | 10,540 | 8,972 |
| Cash and cash equivalents | 26,102 | 33,494 | |
| Total current assets | 177,059 | 169,210 | |
| Total assets | 532,919 | 520,302 | |
| IN € THOUSANDS | NOTE | June 30, 2015 | Sept 30, 2014 |
|---|---|---|---|
| Equity and liabilities | |||
| Issued capital | 207 | 207 | |
| Capital reserves | 73,091 | 73,091 | |
| Retained earnings | 9,880 | 7,920 | |
| Other reserves | 11 | (14,081) | (5,128) |
| Equity attributable to shareholders of Stabilus | 69,097 | 76,090 | |
| Non-controlling interests | 29 | 33 | |
| Total equity | 69,126 | 76,123 | |
| Financial liabilities | 12 | 265,816 | 256,556 |
| Other financial liabilities | 13 | 866 | 960 |
| Provisions | 14 | 2,421 | 4,060 |
| Pension plans and similar obligations | 48,364 | 48,353 | |
| Deferred tax liabilities | 42,721 | 43,765 | |
| Total non-current liabilities | 360,188 | 353,694 | |
| Trade accounts payable | 61,090 | 53,724 | |
| Financial liabilities | 12 | 225 | 5,789 |
| Other financial liabilities | 13 | 7,875 | 6,360 |
| Current tax liabilities | 7,035 | 5,082 | |
| Provisions | 14 | 14,938 | 8,551 |
| Other liabilities | 16 | 12,442 | 10,979 |
| Total current liabilities | 103,605 | 90,485 | |
| Total liabilities | 463,793 | 444,179 | |
| Total equity and liabilities | 532,919 | 520,302 | |
The accompanying Notes form an integral part of these Consolidated Financial Statements.
for the nine months ended June 30, 2015 (unaudited)
changes in equity
| IN € THOUSANDS | NOTE | Issued capital |
Capital reserves |
Retained earnings |
Other reserves |
Equity attributable to shareholders of Stabilus |
Non controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of Sept 30, 2013 adjusted1) |
5,013 | 74,403 | (991) | 1,737 | 80,162 | 169 | 80,331 | |
| Profit / (loss) for the period | – | – | (520) | – | (520) | 26 | (494) | |
| Other comprehensive income / (expense) |
11 | – | – | – | (1,315) | (1,315) | – | (1,315) |
| Total comprehensive income / (expense) for the period |
– | – | (520) | (1,315) | (1,835) | 26 | (1,809) | |
| Reduction of issued capital | (4,836) | 4,836 | – | – | – | – | – | |
| Proceeds from capital increase | 30 | 64,970 | – | – | 65,000 | – | 65,000 | |
| Contributions by owners | – | 10,020 | – | – | 10,020 | – | 10,020 | |
| IPO costs directly recognized in equity, net of tax |
– | – | (1,121) | – | (1,121) | – | (1,121) | |
| Dividends | – | (81,137) | – | – | (81,137) | – | (81,137) | |
| Balance as of June 30, 2014 | 207 | 73,091 | (2,632) | 422 | 71,088 | 195 | 71,283 | |
| Balance as of Sept 30, 2014 | 207 | 73,091 | 7,920 | (5,128) | 76,090 | 33 | 76,123 | |
| Profit / (loss) for the period | – | – | 1,960 | – | 1,960 | 52 | 2,012 | |
| Other comprehensive income / (expense) |
11 | – | – | – | (8,953) | (8,953) | – | (8,953) |
| Total comprehensive income / (expense) for the period |
– | – | 1,960 | (8,953) | (6,993) | 52 | (6,941) | |
| Dividends | – | – | – | – | – | (56) | (56) | |
| Balance as of June 30, 2015 | 207 | 73,091 | 9,880 | (14,081) | 69,097 | 29 | 69,126 |
1) adjusted according to IAS 19 (revised)
The accompanying Notes form an integral part of these Consolidated Financial Statements.
T _ 018
22 INTERIM REPORT Q3 FY2015
for the nine months ended June 30, 2015 (unaudited)
| Nine months ended June 30, | |||
|---|---|---|---|
| IN € THOUSANDS | NOTE | 2015 | 2014 |
| Profit/ (loss) for the period | 2,012 | (495) | |
| Current income tax | 18,199 | 6,253 | |
| Deferred income tax | (204) | (7,509) | |
| Net finance result | 3/4 | 23,102 | 22,584 |
| Depreciation and amortization | 32,085 | 29,401 | |
| Other non-cash income and expenses | (11,316) | (11,449) | |
| Changes in inventories | (8,813) | (3,090) | |
| Changes in trade accounts receivable | (18,698) | 16,993 | |
| Changes in trade accounts payable | 7,366 | (336) | |
| Changes in other assets and liabilities | 10,730 | 5,965 | |
| Changes in provisions | 4,440 | (3,472) | |
| Changes in deferred tax assets and liabilities | 204 | 7,509 | |
| Income tax payments | (12,463) | (4,228) | |
| Cash flow from operating activities | 46,644 | 58,126 | |
| Proceeds from disposal of property, plant and equipment | 81 | 16 | |
| Purchase of intangible assets | 7 | (11,744) | (9,602) |
| Purchase of property, plant and equipment | 6 | (21,729) | (16,078) |
| Cash flow from investing activities | (33,392) | (25,664) | |
| Receipts from contributions of equity | – | 65,000 | |
| Receipts from issuance of senior secured notes | 270,000 | – | |
| Receipts under revolving credit facility | – | 8,000 | |
| Payments under revolving credit facility | – | (8,000) | |
| Payments for redemption of financial liabilities | (256,123) | (58,877) | |
| Payments for redemption of other financial liabilities | – | (1,661) | |
| Payments for finance leases | (406) | (893) | |
| Payments of transaction costs | (4,731) | (5,881) | |
| Dividends paid to non-controlling interests | 11 | (56) | – |
| Payments for interest | (30,567) | (29,935) | |
| Cash flow from financing activities | (21,883) | (32,247) | |
| Net increase / (decrease) in cash and cash equivalents | (8,631) | 215 | |
| Effect of movements in exchange rates on cash held | 1,239 | (84) | |
| Cash and cash equivalents as of beginning of the period | 33,494 | 21,819 | |
| Cash and cash equivalents as of end of the period | 26,102 | 21,950 |
The accompanying Notes form an integral part of these Consolidated Financial Statements.
as of and for the three and nine months ended June 30, 2015
Stabilus S.A., Luxembourg, hereinafter also referred to as "Stabilus" or "Company" (former Servus HoldCo S.à r.l.) is a public limited liability company (sociètè anonyme) incorporated in Luxembourg and governed by Luxembourg law. The Company is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés Luxembourg) under No. B151589 and its registered office is located at 2, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg. The Company was founded under the name Servus HoldCo S.à r.l. on February 26, 2010. Following the shareholder resolution dated May 5, 2014, the corporate form and the name of the Company were changed from "Servus HoldCo S.à r.l.", private limited liability company (société à responsibilité limitée), to "Stabilus S.A.", a public limited liability company (société anonyme).
The fiscal year is from October 1 to September 30 of the following year (twelve-month period). The consolidated financial statements of Stabilus include Stabilus S.A. and its subsidiaries (hereafter also referred to as "Stabilus Group" or "Group").
The Stabilus Group is a leading manufacturer of gas springs and dampers, as well as electric tailgate lifting equipment. The products are used in a wide range of applications in automotive and industrial applications, as well as in the furniture industry. Typically the products are used to aid the lifting and lowering or dampening of movements. As a world market leader for gas springs, the Group ships to all key vehicle manufacturers. Various Tier 1 suppliers of the global car industry as well large technical focused distributors further diversify the Group's customer base.
The accompanying Condensed Interim Consolidated Financial Statements present the operations of Stabilus, Luxembourg, and its subsidiaries. The company has prepared these statements under the going concern assumption.
The Condensed Interim Consolidated Financial Statements as of and for the three and nine months ended June 30, 2015 have been prepared in accordance with IAS 34 "Interim Financial Reporting"; they comply with the International Financial Reporting Standards (IFRS) as adopted by the European Union. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of Stabilus Group since the last annual Consolidated Financial Statements as of and for the fiscal year ended September 30, 2014. These Interim Consolidated Financial Statements are condensed and do not include all information for full annual financial statements prepared in accordance with International Financial Reporting Standards and therefore should be read in connection with the Consolidated Financial Statements as of September 30, 2014.
The accounting policies adopted in the preparation of the Condensed Interim Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual financial statements for the fiscal year ended September 30, 2014, except for the new standards and interpretations, which are applied for the first time in these Condensed Interim Consolidated Financial Statements, noted below:
| STANDARD / INTERPRETATION | Effective date stipulated by IASB |
Effective date stipulated by EU |
|
|---|---|---|---|
| IFRS 10 | Consolidated Financial Statements | January 1, 2013 | January 1, 2014 |
| IFRS 11 | Joint Arrangements | January 1, 2013 | January 1, 2014 |
| IFRS 12 | Disclosure of Interest in Other Entities | January 1, 2013 | January 1, 2014 |
| Amendments to IFRS 10, 11, 12 | Transition Guidance | January 1, 2013 | January 1, 2014 |
| IAS 27 (2011) | Separate Financial Statements | January 1, 2013 | January 1, 2014 |
| IAS 28 (2011) | Investments in Associates and in Joint Ventures | January 1, 2013 | January 1, 2014 |
| Amendments to IFRS 10, IFRS 12 and IAS 27 |
Investment Entities | January 1, 2014 | January 1, 2014 |
| Amendment to IAS 32 | Offsetting Financial Assets and Liabilities | January 1, 2014 | January 1, 2014 |
| Amendment to IAS 36 | Recoverable Amount Disclosures for Non-Financial Assets | January 1, 2014 | January 1, 2014 |
| Amendment to IAS 39 | Novation of Derivatives and Continuation of Hedge Accounting | January 1, 2014 | January 1, 2014 |
| IFRIC 21 | Levies | January 1, 2014 | June 17, 2014 |
| Amendments to IAS 19 | Defined Benefit Plans: Employee Contributions | July 1, 2014 | February 1, 2015 |
| Annual Improvements | Annual Improvements to IFRSs 2010–2012 Cycle (issued on 12 December 2013) |
July 1, 2014 | February 1, 2015 |
| Annual Improvements | Annual Improvements to IFRSs 2011–2013 Cycle (issued on 12 December 2013) |
July 1, 2014 | February 1, 2015 |
The effective date presented above is the date of mandatory application in annual periods beginning on or after that date.
A detailed description of these new regulations can be found in the 2014 Annual Report. The IFRS amendments and new regulations effective as of June 30, 2015 had no material effect on the Condensed Interim Consolidated Financial Statements.
These Condensed Interim Consolidated Financial Statements as of and for the three and nine months ended June 30, 2015 comprise the Consolidated Statement of Comprehensive Income for the three and nine months ended June 30, 2015, the Consolidated Statement of Financial Position as of June 30, 2015, the Consolidated Statement of Changes in Equity for the nine months ended June 30, 2015, the Consolidated Statement Cash Flows for the nine months ended June 30, 2015 and explanatory Notes to the Condensed Interim Consolidated Financial Statements. The Condensed Interim Consolidated Financial Statements are prepared in euros (€) rounded to the nearest thousand. Due to rounding, numbers presented may not add up precisely to totals provided.
The Condensed Interim Consolidated Financial Statements were authorized for issue by the Management Board on August 14, 2015.
On December 19, 2014, Stabilus signed loan contracts comprising a total of €320 million with a term until June 2020 containing an option to prolong the term by one year. The contract comprises a term loan facility of €270 million and a revolving credit facility of €50 million which are available to the Company since June 15, 2015. The loans carry variable interest rates depending on the leverage of the company. Based on the company's current leverage level, the interest rate is 2.0% above Euribor. On May 11, 2015, the management board of Stabilus S.A. resolved that Stabilus will exercise its contractual right to prematurely redeem all its outstanding senior secured notes with the principal amount of €256.1 million on June 16, 2015. Subsequently, on June 16, 2015, the senior secured notes were fully redeemed. See Notes 8 and 12 below for further details.
The Group's revenue developed as follows:
Three months ended June 30, Nine months ended June 30, IN € THOUSANDS 2015 2014 2015 2014 Europe 81,194 69,922 231,068 199,776 NAFTA 59,988 44,447 166,715 129,196 Asia / Pacific and rest of world 19,175 15,791 55,207 47,127 Revenue 160,357 130,160 452,990 376,099
Group revenue results from sales of goods.
| IN € THOUSANDS | Three months ended June 30, | Nine months ended June 30, | ||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Automotive | 111,503 | 87,123 | 317,759 | 251,413 |
| Gas Spring | 76,748 | 65,186 | 219,670 | 191,535 |
| Powerise | 34,755 | 21,937 | 98,089 | 59,878 |
| Industrial | 41,214 | 36,873 | 113,930 | 106,163 |
| Swivel Chair | 7,640 | 6,164 | 21,301 | 18,523 |
| Revenue | 160,357 | 130,160 | 452,990 | 376,099 |
| Three months ended June 30, | Nine months ended June 30, | |||
|---|---|---|---|---|
| IN € THOUSANDS | 2015 | 2014 | 2015 | 2014 |
| Interest income on loans and financial receivables | 33 | 6 | 65 | 25 |
| Net foreign exchange gain | – | 634 | 15,999 | – |
| Gains from changes in carrying amount of financial assets | – | 1,270 | – | 5,714 |
| Gains from changes in fair value of derivative instruments | – | – | – | 3,870 |
| Other interest income | 328 | 242 | 738 | 761 |
| Finance income | 361 | 2,152 | 16,802 | 10,370 |
Three months ended June 30, Nine months ended June 30, IN € THOUSANDS 2015 2014 2015 2014 Interest expense on financial liabilities (14,048) (12,757) (24,064) (25,530) Net foreign exchange loss (2,311) – – (416) Loss from changes in fair value of derivative instruments (20,911) (1,367) (15,422) – Loss from changes in carrying amount of EUSIs – – – (6,720) Interest expenses finance lease (16) (14) (55) (56) Other interest expenses (75) (49) (363) (232) Finance costs (37,361) (14,187) (39,904) (32,954)
The weighted average number of shares used for the calculation of earnings per share in the nine months ended June 30, 2015 and 2014 is set out in the following table. For the comparative period the number of shares was adjusted retrospectively according to IAS 33.64, i.e. the number of shares of the new corporate S.A. (société anonyme) was used.
The earnings per share for the nine months ended June 30, 2015 and 2014 were as follows:
| Nine months ended June 30, | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Profit / (loss) attributable to shareholders of the parent (in € thousands) | 1,960 | (520) | |
| Weighted average number of shares | 20,723,256 | 18,087,597 | |
| Earnings per share (in €) | 0.09 | (0.03) |
Basic and diluted earnings per share are calculated by dividing the profit attributable to the shareholders of the Company by the weighted average number of shares outstanding.
Property, plant and equipment as of June 30, 2015 amounted to €127,957 thousand (Sept 30, 2014: 119,642 thousand). Additions to property, plant and equipment in the first nine months of fiscal 2015 amounted to €21,689 thousand (9M FY2014: €15,790 thousand). The increase against the comparative period is mainly due to increased assets under construction. The total assets under construction as of June 30, 2015 amounted to €24,004 thousand (Sept 30, 2014: €12,903 thousand). The significantly higher assets under construction are the result of the capacity expansion of our Chinese plant, the powder paint equipment at our Korean plant and gas spring capacity expansion projects.
Disposals occurred only in the ordinary course of business. The net value of disposed property, plant and equipment in the first nine months of fiscal 2015 amounted to €203 thousand (9M FY2014: €2 thousand).
The Group did not recognize any impairment losses or reversals of impairment losses in the reporting period.
Other intangible assets as of June 30, 2015 amounted to €168,686 thousand (Sept 30, 2014: €170,971 thousand). Additions to intangible assets in the first nine months of fiscal 2015 amounted to €11,744 thousand (9M FY2014: €9,602 thousand) and comprised mainly internally generated developments. Significant disposals have not been recognized.
In the first nine months of fiscal 2015, costs of €10,979 thousand (9M FY2014: €9,371 thousand) were capitalized for development projects that were incurred in the product and material development areas. Amortization expenses on development costs include impairment losses of €(275) thousand (9M FY2014: €(514) thousand) due to withdrawal of customers from the respective projects. The impairment loss is included in the research and development expenses.
The borrowing costs capitalized in the first nine months of fiscal 2015 amounted to €685 thousand (9M FY2014: €730 thousand).
| IN € THOUSANDS | Current | June 30, 2015 Non-current |
Total | Current | Sept 30, 2014 Non-current |
Total |
|---|---|---|---|---|---|---|
| Derivative instruments | – | – | – | 15,422 | – | 15,422 |
| Other miscellaneous | 6,698 | – | 6,698 | 2,882 | – | 2,882 |
| Other financial assets | 6,698 | – | 6,698 | 18,304 | – | 18,304 |
Derivative financial instruments as of September 30, 2014 comprised fair values of early redemption options embedded in the indenture which was concluded on June 7, 2013. Due to the premature and full redemption of senior secured notes on June 16, 2015, the embedded derivatives were derecognized. The decrease in fair value of these embedded derivatives in the first nine months of fiscal 2015 amounting to €(15,422) thousand is included in the Group's income statement as finance cost. See also Note 4.
Other miscellaneous financial assets as of June 30, 2015 mainly comprised assets related to the sale of receivables program that was started in March 2014 amounting to €3,838 thousand (Sept 30, 2014: 2,882 thousand), a receivable from a warranty insurance company amounting to €1,089 thousand (Sept 30, 2014: - ) and a governmental grant to the Romanian entity amounting to €1,001 thousand (Sept 30, 2014: - ).
| Other assets | T _ 028 | |||||
|---|---|---|---|---|---|---|
| June 30, 2015 | Sept 30, 2014 | |||||
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| VAT | 3,255 | – | 3,255 | 2,643 | – | 2,643 |
| Prepayments | 1,772 | 198 | 1,970 | 1,175 | 158 | 1,333 |
| Deferred charges | 3,943 | – | 3,943 | 2,679 | – | 2,679 |
| Other miscellaneous | 1,570 | 888 | 2,458 | 2,475 | 944 | 3,419 |
| Other assets | 10,540 | 1,086 | 11,626 | 8,972 | 1,102 | 10,074 |
Non-current prepayments comprise prepayments on property, plant and equipment.
| Inventories | T _ 029 | |
|---|---|---|
| IN € THOUSANDS | June 30, 2015 | Sept 30, 2014 |
| Raw materials and supplies | 29,535 | 24,519 |
| Finished products | 12,647 | 10,455 |
| Work in progress | 9,669 | 8,639 |
| Merchandise | 6,502 | 5,927 |
| Inventories | 58,353 | 49,540 |
The development of the Group's equity is presented in the statement of changes in equity.
Other reserves comprise all foreign currency differences arising from the translation of the financial statements of foreign operations and unrealized actuarial gains and losses. The following table shows the changes in other reserves recognized directly in equity as well as the income tax recognized directly in equity:
| Nine months ended June 30, 2015 | ||||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Before tax | Tax (expense) benefit |
Net of tax | Non-controlling interest |
Total | |
| Unrealized gains / (losses) from foreign currency translation |
(8,730) | – | (8,730) | – | (8,730) | |
| Unrealized actuarial gains / (losses) | (319) | 95 | (224) | – | (224) | |
| Other comprehensive income / (expense) for the period |
(9,049) | 95 | (8,954) | – | (8,954) |
| Nine months ended June 30, 2014 | |||||||
|---|---|---|---|---|---|---|---|
| IN € THOUSANDS | Before tax | Tax (expense) benefit |
Net of tax | Non-controlling interest |
Total | ||
| Unrealized gains / (losses) from foreign currency translation |
675 | – | 675 | – | 675 | ||
| Unrealized actuarial gains / (losses) | (2,843) | 853 | (1,990) | – | (1,990) | ||
| Other comprehensive income / (expense) for the period |
(2,168) | 853 | (1,315) | – | (1,315) |
In the second quarter of fiscal 2015, a dividend amounting to €56 thousand was paid to a
non-controlling shareholder of a Stabilus subsidiary.
12 Financial liabilities
As of June 30, 2014 and September 30, 2014, the financial liabilities comprised the following items:
| June 30, 2015 | Sept 30, 2014 | |||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| Notes | – | – | – | 5,789 | 256,556 | 262,345 |
| Senior facility | 225 | 265,816 | 266,041 | – | – | – |
| Financial liabilities | 225 | 265,816 | 266,041 | 5,789 | 256,556 | 262,345 |
On June 16, 2015, the Group refinanced its financial liabilities, i.e. the senior secured notes due 2018 and a €25.0 million revolving credit facility dated June 7, 2013. The senior secured notes with the outstanding principal amount of €256,123 thousand were fully and prematurely redeemed on June 16, 2015. In accordance to the terms of the notes issued, the nominal redemption price per redeemed note amounted to €103,875, equaling 103.875% of the principal amount of each €100,000 note redeemed. The fair value of embedded derivatives was derecognized accordingly. See also Note 8 above.
On December 19, 2014, Stabilus entered into a €320 million senior facilities agreement with, among others, Commerzbank Aktiengesellschaft and Unicredit Bank AG as mandated lead arrangers, Unicredit Luxembourg S.A. as facility and security agent. The agreement comprises a term loan facility of €270 million and a revolving credit facility of €50 million, both maturing on June 16, 2020. The duration of the senior facilities can be extended by an additional year, upon Company's request until June 16, 2016 and lenders' agreement to that request. The senior facilities were available to the Company from June 15, 2015.
The loans carry variable interest rates depending on the net leverage ratio-related margin grid with a margin over Euribor range between 0.85% and 3.50% per annum. Based on the company's current leverage level, the interest rate is 2.0% above Euribor.
The term loan facility is to be repaid in semi-annual instalments (payable on March 31 and September 30) equal to €2.5 million in the first two years, €7.5 million thereafter and until the termination date (June 16, 2020) on which the facility has to be repaid in full.
During the availability period of the revolving facility, a commitment fee of 35% of the applicable margin is payable on the last day of each successive three-month period.
An ancillary facility can be made available under this senior facilities agreement, containing e.g. overdraft facilities, guarantees, bonding, documentary or stand-by letter of credit facilities, short term loan facilities, derivative or foreign exchange facilities subject to the satisfaction of certain conditions. A lender can provide all or part of its revolving facility commitment as an ancillary facility.
The senior facilities are guaranteed by Stabilus and other subsidiary guarantors defined in the agreement. The agreement contains certain financial covenants, including a requirement of a maximum net leverage ratio.
The Group's liability under the senior term loan facility with a principal amount of €270 million was measured at amortized cost under consideration of transaction costs.
As of June 30, 2015, the Group had no liability under the committed €50 million revolving credit facility.
| June 30, 2015 | Sept 30, 2014 | |||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| Liabilities to employees | 5,247 | – | 5,247 | 4,120 | – | 4,120 |
| Social security contribution | 2,437 | – | 2,437 | 1,701 | – | 1,701 |
| Finance lease obligation | 188 | 866 | 1,054 | 536 | 960 | 1,496 |
| Liabilities to related parties | 3 | – | 3 | 3 | – | 3 |
| Other financial liabilities | 7,875 | 866 | 8,741 | 6,360 | 960 | 7,320 |
| June 30, 2015 | |||||
|---|---|---|---|---|---|
| Sept 30, 2014 | |||||
| Current | Non-current | Total | Current | Non-current | Total |
| 126 | – | 126 | – | 295 | 295 |
| – | 1,971 | 1,971 | – | 3,372 | 3,372 |
| 4,781 | – | 4,781 | 3,575 | – | 3,575 |
| 423 | – | 423 | 730 | – | 730 |
| 682 | – | 682 | 578 | – | 578 |
| 119 | – | 119 | 135 | – | 135 |
| 8,116 | – | 8,116 | 2,338 | – | 2,338 |
| 691 | 450 | 1,141 | 1,195 | 393 | 1,588 |
| 14,938 | 2,421 | 17,359 | 8,551 | 4,060 | 12,611 |
Provisions T _ 033
The provision for employee related costs increased in the first nine months of fiscal 2015 by €1,206 thousand to €4,781 thousand essentially due to a higher bonus provision and higher provision for profit sharing expenses at the Mexican entity. The warranty provision increased in the first nine months of fiscal 2015 by €5,778 thousand from €2,338 thousand as of September 30, 2014 to €8,116 thousand as of June 30, 2015 partially due to higher sales and partially due to potential warranty cases. The
32 INTERIM REPORT Q3 FY2015
Group's receivable from a warranty insurance company amounting to €1,089 thousand as of June 30, 2015 is disclosed under other financial assets. See Note 8 above.
The Group's liability for pension plans and similar obligations slightly increased from €48,353 thousand as of September 30, 2014 to €48,364 thousand as of June 30, 2015 as a consequence of the lower discount rate used for the calculation of this provision (June 30, 2015: 2.36% versus Sept 30, 2014: 2.4%).
The Group's other liabilities mature within a year. Accordingly, they are disclosed as current liabilities. The following table sets out a breakdown of the Group's other liabilities:
| Other current liabilities | T _ 034 | |
|---|---|---|
| IN € THOUSANDS | June 30, 2015 | Sept 30, 2014 |
| Advanced payments received | 621 | 456 |
| Vacation expenses | 2,588 | 2,169 |
| Other personnel-related expenses | 6,848 | 5,463 |
| Outstanding costs | 1,953 | 2,764 |
| Miscellaneous | 432 | 127 |
| Other current liabilities | 12,442 | 10,979 |
The liability for other personnel related expenses increased by €1,385 thousand from €5,463 thousand as of September 30, 2014 to €6,848 thousand as of June 30, 2015 essentially due to higher liability for restructuring costs related to the adjustment of the Koblenz site's management structure and the shifting of production capacity between Stabilus plants.
Contingent liabilities are possible obligations depending on whether some uncertain future event occurs. If the outcome is probable and estimable, the liability is shown in the statement of financial position.
A detailed description of the guarantees the Group issued can be found in the 2014 Annual Report.
The nominal values of the other financial commitments as of June 30, 2015 are as follows:
| IN € THOUSANDS | June 30, 2015 | Sept 30, 2014 |
|---|---|---|
| Capital commitments for fixed and other intangible assets | 7,156 | 5,143 |
| Obligations under rental and leasing agreements | 17,143 | 15,827 |
| Total | 24,299 | 20,970 |
The following table shows the carrying amounts and fair values of the Group's financial instruments. The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
| Financial instruments | T _ 036 | ||||
|---|---|---|---|---|---|
| June 30, 2015 | Sept 30, 2014 | ||||
| IN € THOUSANDS | Measurement category |
acc. to IAS 39 Carrying amount | Fair value Carrying amount | Fair value | |
| Trade accounts receivables | LaR | 75,195 | 75,195 | 56,497 | 56,497 |
| Cash and cash equivalents | LaR | 26,102 | 26,102 | 33,494 | 33,494 |
| Derivative instruments | FAFV | – | – | 15,422 | 15,422 |
| Other miscellaneous | LaR | 6,698 | 6,698 | 2,882 | 2,882 |
| Other financial assets | LaR / FAFV | 6,698 | 6,698 | 18,304 | 18,304 |
| Total financial assets | 107,995 | 107,995 | 108,295 | 108,295 | |
| Financial liabilities | FLAC | 265,816 | 270,000 | 262,345 | 273,437 |
| Trade accounts payable | FLAC | 61,090 | 61,090 | 53,724 | 53,724 |
| Finance lease liabilities | – | 1,054 | 1,064 | 1,496 | 1,521 |
| Liabilities to related parties | FLAC | 3 | 3 | 3 | 3 |
| Other financial liabilities | FLAC / – | 1,057 | 1,067 | 1,499 | 1,524 |
| Total financial liabilities | 327,963 | 332,157 | 317,568 | 328,685 | |
| Aggregated according to categories in IAS 39: | |||||
| Loans and receivables (LaR) | 107,995 | 107,995 | 92,873 | 92,873 | |
| Financial assets at fair value through profit and loss (FAFV) |
– | – | 15,422 | 15,422 | |
| Financial liabilities measured at amortized cost (FLAC) |
326,909 | 331,093 | 316,072 | 327,164 |
The following table provides an overview of the classification of financial instruments presented above in the fair value hierarchy, except for financial instruments with fair values corresponding to the carrying
amounts (i.e. trade accounts receivable and payable, cash and other financial liabilities).
| Fair value hierarchy of financial instruments | T _ 037 | |||
|---|---|---|---|---|
| June 30, 2015 | ||||
| IN € THOUSANDS | Total | Level 11) | Level 22) | Level 33) |
| Financial liabilities | ||||
| Finance lease liabilities | 1,064 | – | – | 1,064 |
| Sept 30, 2014 | ||||
| IN € THOUSANDS | Total | Level 11) | Level 22) | Level 33) |
| Financial assets | ||||
| Derivative instruments | 15,422 | – | 15,422 | – |
| Financial liabilities | ||||
| Senior secured notes | 273,437 | 273,437 | – | – |
| Finance lease liabilities | 1,521 | – | – | 1,521 |
1) Fair value measurement based on quoted prices (unadjusted) in active markets for these or identical instruments.
2) Fair value measurement based on inputs that are observable on active markets either directly (i.e. as prices) or indirectly (i.e. derived from prices).
3) Fair value measurement based on inputs that are not observable market data.
The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values:
All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the Consolidated Financial Statements as of and for the fiscal year ended September 30, 2014.
The statement of cash flows is prepared in compliance with IAS 7. The statement of cash flows of the Stabilus Group shows the development of the cash flows from operating, investing and financing activities. Inflows and outflows from operating activities are presented in accordance with the indirect method and those from investing and financing activities by the direct method.
The cash funds reported in the statement of cash flows comprise all liquid funds, cash balances and cash at banks reported in the statement of financial position.
Interest payments in the first nine months of fiscal 2015 amounting to €(30,567) thousand (9M FY2014: €(29,935) thousand) are taken into account in the cash outflows from financing activities. Income tax payments in the same period of €(12,463) thousand (9M FY2014: €(4,228) thousand) are allocated in full to the operating activities area, since allocation to individual business areas is impracticable.
The Stabilus Group is organized and managed primarily on a regional level. The three reportable operating segments of the Group are Europe, NAFTA and Asia / Pacific including the rest of world (RoW). The product portfolio is largely similar in these three regional segments.
The Group measures the performance of its operating segments through a measure of segment profit or loss (key performance indicator) which is referred to as "adjusted EBITDA". Adjusted EBITDA represents EBITDA (i.e. earnings before interest, taxes, depreciation and amortization), as adjusted by management primarily in relation to severance, consulting, restructuring and other non-recurring costs, expenses for one-time legal disputes as well as interest on pension changes.
Segment information for the nine months ended June 30, 2015 and 2014 is as follows:
| Europe | NAFTA | Asia / Pacific and RoW | |||||
|---|---|---|---|---|---|---|---|
| Nine months ended June 30, | Nine months ended June 30, | Nine months ended June 30, | |||||
| IN € THOUSANDS | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| External revenue1) | 231,069 | 199,776 | 166,715 | 129,196 | 55,207 | 47,127 | |
| Intersegment revenue1) | 21,461 | 17,180 | 3,205 | 1,633 | 311 | 89 | |
| Total revenue1) | 252,530 | 216,956 | 169,920 | 130,829 | 55,518 | 47,216 | |
| EBITDA | 42,541 | 25,051 | 21,988 | 16,553 | 10,665 | 8,632 | |
| Depreciation and amortization | (15,394) | (14,289) | (4,996) | (4,544) | (2,332) | (1,262) | |
| Adjusted EBITDA | 46,378 | 41,097 | 22,388 | 18,112 | 10,665 | 8,801 | |
| Total segments | Other / Consolidation | Stabilus Group | |||||
| Nine months ended June 30, | Nine months ended June 30, | Nine months ended June 30, | |||||
| IN € THOUSANDS | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| External revenue1) | 452,991 | 376,099 | – | – | 452,990 | 376,099 | |
| Intersegment revenue1) | 24,977 | 18,902 | (24,977) | (18,902) | – | – | |
| Total revenue1) | 477,968 | 395,001 | (24,977) | (18,902) | 452,990 | 376,099 | |
| EBITDA | 75,194 | 50,236 | – | – | 75,194 | 50,236 | |
| Depreciation and amortization | (22,722) | (20,095) | (9,364) | (9,306) | (32,086) | (29,401) | |
| Adjusted EBITDA | 79,431 | 68,009 | – | – | 79,432 | 68,009 | |
1) Revenue breakdown by location of Stabilus company (i.e. "billed-from view").
The amounts presented in the column "Other / Consolidation" above include the elimination of transactions between the segments and certain other corporate items which are related to the Stabilus Group as a whole and are not allocated to the segments, e.g. depreciation from purchase price allocations.
The following table sets out the reconciliation of the total segments' profit (adjusted EBITDA) to profit before income tax.
| Nine months ended June 30, | ||
|---|---|---|
| IN € THOUSANDS | 2015 | 2014 |
| Total segments' profit (adjusted EBITDA) | 79,432 | 68,009 |
| Other / consolidation | – | – |
| Group adjusted EBITDA | 79,432 | 68,009 |
| Adjustments to EBITDA | (4,238) | (17,773) |
| EBITDA | 75,194 | 50,236 |
| Depreciation and amortization | (32,086) | (29,401) |
| Profit from operating activities (EBIT) | 43,109 | 20,834 |
| Finance income | 16,802 | 10,370 |
| Finance costs | (39,904) | (32,954) |
| Profit / (loss) before income tax | 20,007 | (1,750) |
The adjustments to EBITDA include launch /startup and reorganization-related advisory expenses and pension interest.
The variable compensation for the members of the Management Board includes a matching stock program. The matching stock program provides for four annual tranches granted each year during the fiscal year ending September 30, 2014 until September 17, 2017. Participation in the matching stock program requires Management Board members to invest in shares of the Company. The investment has generally to be held for the lock-up period as specified below.
As part of the matching stock program A (the "MSP A") for each share the Management Board invests in the Company in the specific year (subject to general cap), the Management Board members receive a certain number of fictitious options to acquire shares in the Company for each tranche of the matching stock program. The amount of stock options received depends upon a factor to be set by the Supervisory Board annually which will be in a range between 1.0 time and 1.7 times for the outlined timeframe. Thus, if a Management Board member was buying 1,000 shares under the MSP in the Company, he would receive 1,000 to 1,700 fictitious options for a certain tranche. The fictitious options are subject to a lock-up period of four years and may be exercised during a subsequent two-year exercise period.
As part of matching stock program B (the "MSP B") for each share the Management Board holds in the Company in the specific year (subject to a general cap), the Management Board members receive a certain number of fictitious options to acquire shares in the Company for each tranche of the matching stock program. The amount of stock options received depends upon a factor to be set by the Supervisory Board annually which will be in a range between 0.0 times and 0.3 times for the outlined timeframe. Thus, if a Management Board member was holding 10,000 shares under the MSP in the Company, he would receive 0 to 3,000 fictitious options for a certain tranche. The fictitious options are subject to a lock-up period of four years and may be exercised during a subsequent two-year exercise period. The options may only be exercised if the stock price of the Company exceeds a set threshold for the relevant tranche, which the Supervisory Board will determine, and which needs to be between 10% and 50% growth over the base price, which is the share price on the grant date. If exercised, the fictitious options are transformed into a gross amount equaling the difference between the option price and the relevant stock price multiplied by the number of exercised fictitious options. The generally limited net amount resulting from the calculated gross amount is paid out to the Management Board members.
Alternatively, the Company may decide to buy shares in an amount equaling the net amount in order to settle the exercised options. The maximum gross amounts resulting from the exercise of the fictitious options of one tranche in general is limited in amount. Reinvestment of IPO proceeds from previous equity programs are not taken into account for MSP A.
Share-based payments comprise cash-settled liability awards. Liability awards are measured at fair value at each balance sheet date until settlement and are classified as provisions. The expense of the period comprises the addition to and/or the reversal of the provision between two balance sheet dates and the dividend equivalent paid during the period, and is included in the functional costs.
In the reported period 20 thousand stock options have been granted according to this program. The options have a fair value of approximately €0.2 million as of June 30, 2015.
In accordance with IAS 24, persons or entities that control or are controlled by the Stabilus Group shall be disclosed, unless they are included in the scope of consolidation.
The disclosure obligations under IAS 24 furthermore extend to transactions with persons who can exercise significant influence on the financial and business policies of the Stabilus Group, including close family members or interposed entrepreneurs. A significant influence on the financial and business policies of the Stabilus Group can hereby be based on a shareholding of 20% or more in Stabilus, a seat on the Management Board of Stabilus or another key position.
Related parties of the Stabilus Group in accordance with IAS 24 primarily comprise Stabilus Group management.
As of August 14, 2015, there were no further events or developments that could have materially affected the measurement and presentation of Group's assets and liabilities as of June 30, 2015.
To the best of our knowledge, and in accordance with the applicable accounting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the corporation, and the interim management report of the corporation includes a fair review of the development and performance of the business and the position of the corporation, together with a description of the principal opportunities and risks associated with the expected development of the corporation for the remaining months of the fiscal year.
Luxembourg, August 14, 2015
Dietmar Siemssen Mark Wilhelms Bernd-Dietrich Bockamp Andreas Schröder
Management Board
| DATE 1)2) | PUBLICATION / EVENT |
|---|---|
| August 17, 2015 | Publication of the third-quarter results for fiscal year 2015 (Interim Report Q3 FY 2015) |
| November 27, 2015 | Publication of preliminary financial results for fiscal year 2015 |
| December 21, 2015 | Publication of full year results for fiscal year 2015 (Annual Report 2015) |
1) We cannot rule out changes of dates. We recommend checking them regularly on our website in the Investor Relations / Financial Calendar section (www.ir.stabilus.com).
2) Please note that our fiscal year (FY) comprises a twelve-month period from October 1 until September 30 of the following calendar year, e.g. the fiscal year 2015 comprises a year ending September 30, 2015.
This interim report contains forward-looking statements that relate to the current plans, objectives, forecasts and estimates of the management of Stabilus S.A. These statements take into account only information that was available up and including the date that this interim report was prepared. The management of Stabilus S.A. makes no guarantee that these forward-looking statements will prove to be right. The future development of Stabilus S.A. and its subsidiaries and the results that are actually achieved are subject to a variety of risks and uncertainties which could cause actual events or results to differ significantly from those reflected in the forward-looking statements. Many of these factors are beyond the control of Stabilus S.A. and its subsidiaries and therefore cannot be precisely predicted. Such factors include, but are not limited to, changes in economic conditions and the competitive situation, changes in the law, interest rate or exchange rate fluctuations, legal disputes and investigations, and the availability of
funds. These and other risks and uncertainties are set forth in the group management report. However, other factors could also have an adverse effect on our business performance and results. Stabilus S.A. neither intends nor assumes any separate obligation to update forward-looking statements or to change these to reflect events or developments that occur after the publication of this interim report.
Certain numbers in this interim report have been rounded up or down. There may therefore be discrepancies between the actual totals of the individual amounts in the tables and the totals shown as well as between the numbers in the tables and the numbers given in the corresponding analyses in the text of the interim report. All percentage changes and key figures in the group management report were calculated using the underlying data in millions of euros with one decimal place (€ millions).
Further information including news, reports and publications can be found in the Investor Relations section of our website at www.ir.stabilus.com.
Phone: +352 286 770 21 Fax: +352 286 770 99 Email: [email protected]
Phone: + 49 261 8900 502 Email: [email protected]
Stabilus S.A. 2, rue Albert Borschette L-1246 Luxembourg Grand Duchy of Luxembourg Phone: +352 286 770 1 Fax: +352 286 770 99 Email: [email protected] Internet: www.stabilus.com
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