Quarterly Report • Feb 16, 2015
Quarterly Report
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| Three months ended Dec 31, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Revenue | 135.1 | 116.2 | 18.9 | 16.3% |
| EBITDA | 20.0 | 16.7 | 3.3 | 19.8% |
| Adjusted EBITDA | 22.6 | 18.5 | 4.1 | 22.2% |
| EBIT | 9.4 | 7.2 | 2.2 | 30.6% |
| Adjusted EBIT | 15.3 | 12.2 | 3.1 | 25.4% |
| Capital expenditure | (10.0) | (10.1) | 0.1 | (1.0%) |
| Adjusted operating cash flow before tax (AoCF) | 4.1 | 0.2 | 3.9 | >100.0% |
| Free cash flow (FCF) | (10.4) | (18.3) | 7.9 | (43.2%) |
| EBITDA as % of revenue | 14.8% | 14.4% | ||
| Adjusted EBITDA as % of revenue | 16.7% | 15.9% | ||
| EBIT as % of revenue | 7.0% | 6.2% | ||
| Adjusted EBIT as % of revenue | 11.3% | 10.5% | ||
| Capital expenditure as % of revenue | 7.4% | 8.7% | ||
| AoCF as % of adjusted EBITDA | 18.1% | 1.1% | ||
| FCF as % of adjusted EBITDA | (46.0%) | (98.9%) | ||
for the three months ended December 31, 2014
The table below sets out Stabilus Group's consolidated income statement for the first quarter of fiscal 2015 in comparison to the first quarter of fiscal 2014:
| Three months ended Dec 31, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Revenue | 135.1 | 116.2 | 18.9 | 16.3% |
| Cost of sales | (104.4) | (90.3) | (14.1) | 15.6% |
| Gross profit | 30.8 | 25.8 | 5.0 | 19.4% |
| Research and development expenses | (5.4) | (4.5) | (0.9) | 20.0% |
| Selling expenses | (10.4) | (9.9) | (0.5) | 5.1% |
| Administrative expenses | (7.3) | (4.6) | (2.7) | 58.7% |
| Other income | 3.6 | 1.1 | 2.5 | >100.0% |
| Other expenses | (1.8) | (0.9) | (0.9) | 100.0% |
| Profit from operating activities (EBIT) | 9.4 | 7.2 | 2.2 | 30.6% |
| Finance income | 6.0 | 3.9 | 2.1 | 53.8% |
| Finance costs | (5.1) | (8.1) | 3.0 | (37.0)% |
| Profit / (loss) before income tax | 10.3 | 3.0 | 7.3 | >100.0% |
| Tax income / (expense) | (2.6) | (0.8) | (1.8) | >100.0% |
| Profit for the period | 7.7 | 2.2 | 5.5 | >100.0% |
Group's total revenue developed as follows:
| Three months ended Dec 31, | |||
|---|---|---|---|
| 2014 | 2013 | change | % change |
| 68.0 | 59.2 | 8.8 | 14.9% |
| 49.5 | 40.8 | 8.7 | 21.3% |
| 17.6 | 16.2 | 1.4 | 8.6% |
| 135.1 | 116.2 | 18.9 | 16.3% |
| Three months ended Dec 31, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Automotive | 96.4 | 79.0 | 17.4 | 22.0% |
| Gas spring | 66.9 | 61.8 | 5.1 | 8.3% |
| Powerise | 29.5 | 17.2 | 12.3 | 71.5% |
| Industrial | 32.4 | 31.4 | 1.0 | 3.2% |
| Swivel chair | 6.4 | 5.8 | 0.6 | 10.3% |
| Revenue | 135.1 | 116.2 | 18.9 | 16.3% |
Total revenue of €135.1 million in the first quarter of fiscal 2015 increased by 16.3% compared to the first quarter of fiscal 2014.
The sales of our European entities grew by 14.9% from €59.2 million in the first quarter of fiscal 2014 to €68.0 million in the first quarter of fiscal 2015. The sales 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 21.3% from €40.8 million to €49.5 million. Approximately €4.0 million of this revenue increase was due to the stronger US dollar (average rate per €1: \$1.25 in Q1 FY2015 versus \$1.36 in Q1 FY2014). The sales of Stabilus plants located in Asia / Pacific and rest of world region increased by 8.6% from €16.2 million in the first quarter of fiscal 2014 to €17.6 million in the first quarter of fiscal 2015, essentially due to new customer wins and increased production capacity in China.
The increase in total revenue is mainly due to our automotive, particularly to our growing Powerise, business. The increase in the Powerise business by 71.5% 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 3.2% from €31.4 million in the three months ended December 31, 2013 to €32.4 million in the three months ended December 31, 2014.
Swivel chair revenue increased by 10.3% from €5.8 million in the first quarter of fiscal 2014 to €6.4 million in the first quarter of fiscal 2015.
Cost of sales in the first quarter of fiscal 2015 increased by 15.6%, compared to the first quarter of the previous fiscal year. As a percentage of revenue, the cost of sales decreased to 77.2% (Q1 FY2014: 77.8%) reflecting some mix changes and a better utilization of plants. The decrease of the cost of sales as a percent of revenue is essentially due to the strong growth of our Powerise business and the resulting economies of scale effects.
R&D expenses in the first quarter of fiscal 2015 increased by 20.0%, compared to the first quarter of fiscal 2014. As a percentage of revenue, R&D expenses remained almost stable on the level of 4.0% (Q1 FY2014: 3.9%).
Selling expenses increased by 5.1% from €(9.9) million in the first quarter of fiscal 2014 to €(10.4) million in the first quarter of fiscal 2015, mainly due to higher material and personnel expenses. As a percentage of revenue, selling expenses decreased to 7.7% (Q1 FY2014: 8.5%).
Administrative expenses increased by 58.7% from €(4.6) million in the first quarter of fiscal 2014 to €(7.3) million in the first quarter of fiscal 2015, mainly due to higher personnel expenses. In particular, €(1.5) million restructuring costs which were triggered by adjustments in Koblenz site's management structure and shifting of production capacity between Stabilus plants lead to higher administrative expenses. In addition, €(0.5) million transaction costs for the new financing agreement which was signed on December 19, 2015 are included in the Q1 FY2015 administrative expenses. As percentage of revenue, administrative expenses increased to 5.4% of total revenue (Q1 FY2014: 3.9%).
Other income increased from €1.1 million in the first quarter of fiscal 2014 to €3.6 million in the first quarter of fiscal 2015. This increase by €2.5 million is primarily the result of foreign currency fluctuations, i. e. higher foreign currency translation gains driven by the strong US dollar.
Other expense increased from €(0.9) million in the first quarter of fiscal 2014 to €(1.8) million in the first quarter of 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 €3.9 million in the first quarter of fiscal 2014 to €6.0 million in the first quarter of fiscal 2015 primarily due to net foreign exchange gains on intercompany loans.
Finance costs decreased from €(8.1) million in the first quarter of fiscal 2014 to €(5.1) million in the first quarter of fiscal 2015 mainly due to a €58.9 million early redemption of senior secured notes on June 5, 2014 (from IPO proceeds).
The improved pre-tax result of €10.3 million in the first quarter of fiscal 2015, compared to €3.0 million in first quarter of the prior fiscal year, lead to higher tax expense of €(2.6) million in the reporting period (Q1 FY2014: €(0.8) million).
The table below sets out a reconciliation of EBIT to EBITDA and adjusted EBITDA for the first quarter of fiscal 2015 and 2014:
| Three months ended Dec 31, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | 9.4 | 7.2 | 2.2 | 30.6% |
| Depreciation | 5.4 | 4.8 | 0.6 | 12.5% |
| Amortization | 5.1 | 4.7 | 0.4 | 8.5% |
| EBITDA | 20.0 | 16.7 | 3.3 | 19.8% |
| Advisory* | 0.7 | 1.0 | (0.3) | (30.0)% |
| Restructuring / ramp-up | 1.7 | 0.4 | 1.3 | >100.0% |
| Pension interest add back | 0.3 | 0.4 | (0.1) | (25.0)% |
| Total adjustments | 2.7 | 1.8 | 0.9 | 50.0% |
| Adjusted EBITDA | 22.6 | 18.5 | 4.1 | 22.2% |
* Legal, refinancing and reorganization related advisory expenses.
Adjusted EBITDA represents EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, onetime legal disputes and other non-recurring costs, as well as interest on pension charges. 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 €0.7 million adjustment of advisory expenses in the first quarter of fiscal 2015 presented in the table above comprises €0.5 million transaction costs for the new financing agreement signed on December 19, 2014. The €1.7 million restructuring and ramp-up expenses adjusted in the first quarter of fiscal 2015 and presented in the table above comprise €1.5 million restructuring costs related to the adjustment of the Koblenz site's management structure and the shifting of production capacity between Stabilus plants.
The table below shows reconciliations of profit from operating activities (EBIT) to adjusted EBIT for the first quarter of fiscal 2015 and 2014:
| Three months ended Dec 31, | ||||
|---|---|---|---|---|
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | 9.4 | 7.2 | 2.2 | 30.6% |
| Advisory* | 0.7 | 1.0 | (0.3) | (30.0)% |
| Restructuring / ramp-up | 1.7 | 0.4 | 1.3 | >100.0% |
| Pension interest add back | 0.3 | 0.4 | (0.1) | (25.0%) |
| PPA adjustments – depreciation and amortization | 3.2 | 3.2 | – | 0.0% |
| Total adjustments | 5.9 | 5.0 | 0.9 | 18.0% |
| Adjusted EBIT | 15.3 | 12.2 | 3.1 | 25.4% |
* Legal, refinancing and reorganization related advisory expenses.
Adjusted EBIT represents EBIT, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges and the depreciation and amortization of adjustments of group's assets to fair value resulting from April 2010 purchase price allocation.
The €0.7 million adjustment of advisory expenses in the first quarter of fiscal 2015 presented in the table above comprises €0.5 million transaction costs for the new loan agreement signed on December 19, 2014. The €1.7 million restructuring and ramp-up expenses adjusted in the first quarter of fiscal 2015 and presented in the table above comprise €1.5 million restructuring costs related to the adjustment of the Koblenz site's management structure and the shifting of production capacity between Stabilus plants.
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 first quarter of fiscal 2015 compared to the first quarter of the previous fiscal year.
| Operating segments | T _ 007 | |||
|---|---|---|---|---|
| Three months ended Dec 31, | ||||
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Europe | ||||
| External revenue1) | 68.0 | 59.2 | 8.8 | 14.9% |
| Intersegment revenue1) | 8.7 | 7.8 | 0.9 | 11.5% |
| Total revenue1) | 76.6 | 67.0 | 9.6 | 14.3% |
| Adjusted EBITDA | 11.8 | 10.3 | 1.5 | 14.6% |
| as % of revenue | 15.4% | 15.4% | ||
| NAFTA | ||||
| External revenue1) | 49.5 | 40.8 | 8.7 | 21.3% |
| Intersegment revenue1) | 0.5 | 0.5 | – | 0.0% |
| Total revenue1) | 50.0 | 41.3 | 8.7 | 21.1% |
| Adjusted EBITDA | 7.1 | 4.8 | 2.3 | 47.9% |
| as % of revenue | 14.2% | 11.6% | ||
| Asia / Pacific and RoW | ||||
| External revenue1) | 17.6 | 16.2 | 1.4 | 8.6% |
| Intersegment revenue1) | 0.1 | – | 0.1 | n/a |
| Total revenue1) | 17.7 | 16.2 | 1.5 | 9.3% |
| Adjusted EBITDA | 3.7 | 3.5 | 0.2 | 5.7% |
| as % of revenue | 20.9% | 21.6% |
1) Revenue breakdown by location of Stabilus company (i. e. "billed-from view").
The external revenue generated by our European companies increased by 14.9% from €59.2 million in the first quarter of fiscal 2014 to €68.0 million in the first quarter of fiscal 2015. The adjusted EBITDA margin remained stable at 15.4%. As a consequence, the adjusted EBITDA increased proportionately to the revenue increase from €10.3 million in the first three months of fiscal 2014 to €11.8 million in the first three months of fiscal 2015.
The external revenue of our companies located in the NAFTA region increased by 21.3% from €40.8 million in the first quarter of fiscal 2014 to €49.5 million in the first quarter of fiscal 2015,
FINANCIAL POSITION
primarily due to the strong growth in the Powerise business. Approximately €4.0 million of this revenue increase was due to the stronger US dollar (average rate per €1: \$1.25 in Q1 FY2015 versus \$1.36 in Q1 FY2014).The adjusted EBITDA margin improved from 11.6% to 14.2% in the same period, leading to an adjusted EBITDA of €7.1 million which is 47.9% higher than in Q1 FY 2014.
In the first quarter of fiscal 2015, the external revenue of our companies in the Asia / Pacific and RoW segment increased by 8.6%. The adjusted EBITDA increased by €0.2 million or 5.7%.
| Balance sheet | |||
|---|---|---|---|
| T _ 008 | |||
|---|---|---|---|
| Dec 31, 2014 | Sept 30, 2014 | change | % change |
| 349.8 | 351.1 | (1.3) | (0.4)% |
| 171.0 | 169.2 | 1.8 | 1.1% |
| 520.8 | 520.3 | 0.5 | 0.1% |
| 76.6 | 76.1 | 0.5 | 0.7% |
| 355.3 | 353.7 | 1.6 | 0.5% |
| 89.0 | 90.5 | (1.5) | (1.7%) |
| 444.3 | 444.2 | 0.1 | 0.0% |
| 520.8 | 520.3 | 0.5 | 0.1% |
The Group's balance sheet total remainded nearly stable on the level of €520 million (Dec 31, 2014: €520.8 million versus Sept 30, 2014: 520.3 million).
Owing essentially to the regular amortization of other intangible assets, in particular technology, customer relationships and trade names, our non-current assets decreased by (0.4)% or €(1.3) million.
Current assets as of December 31, 2014 increased by 1.1% or €1.8 million, compared to September 30, 2014, primarily due to higher other financial assets (+€8.1 million), higher inventories (+ €4.8 million), partially offset by lower cash balance (– €10.5 million). The other financial assets increased mainly due to € 4.5 million capitalized transaction costs incurred by the new loan agreement that was signed on December 19, 2014, higher financial assets related to factoring and the increased carrying amount of derivative instruments. Following the increasing demand for our
products and increased revenue the amount of raw materials and supplies on hand increased by €2.4 million compared to the amount as of September 30, 2014. To support deliveries in January 2015 we also carried an increased finished product inventory as of December 31, 2014. The cash balance decreased from €33.5 million as of September 30, 2014 to €23.0 million as of December 31, 2014 driven by the €9.9 milllion interest payment for senior secured notes in December 2014. The interest for senior secured notes is paid semi-annually in December and June.
The Group's equity as of December 31, 2014 increased by €0.5 million as a consequence of generated and retained earnings of €7.7 million in the first quarter of fiscal 2015, partially offset by other comprehensive expense of €(7.2) million. Other comprehensive expense essentially comprised unrealized losses from foreign currency translation of €(4.8) million and unrealized actuarial losses of €(2.4) million due to further softening of the interest rate used for the calculation of pension obligations.
Non-current liabilities increased from €353.7 million as of September 30, 2014 by 0.5% to €355.3 million as of December 31, 2014 mainly due to higher provision for pension obligations. The pension obligation increased as a consequence of the lower discount rate used for the calculation of this provision: 2.0% as of December 31, 2014 versus 2.4% as of September 30, 2014.
Our current liabilities decreased by €(1.5) million from €90.5 million as of September 30, 2014 to €89.0 million as of December 31, 2014.
This decrease of (1.7)% was mainly a result of lower financial liabilities (– €5.0 million) and lower trade accounts payable (– €4.4 million), partially offset by higher current tax liability (+ €2.0 million ), higher provision for warranties (+ €1.1 million) and higher liability for outstanding costs (+ €5.2 million).
| Three months ended Dec 31, | ||
|---|---|---|
| 2013 | change | % change |
| 4.6 | 4.9 | >100.0% |
| (10.1) | 0.2 | (2.0)% |
| (5.1) | (5.0) | 98.0% |
| (10.6) | 0.1 | (0.9)% |
| – | 0.1 | n/a |
| 21.8 | 11.7 | 53.7% |
| 11.2 | 11.8 | >100.0% |
Cash flow from operating activities increased by €4.9 million from €4.6 million in the first quarter of fiscal 2014 to €9.5 million in the first quarter of fiscal 2015 mainly due to increased revenue and higher earnings.
Cash outflow for investing activities remained stable on the level of approximately €10.0 million.
Cash flow for financing activities decreased by €(5.0) million - from €(5.1) million in the first quarter of fiscal 2014 to €(10.1) million in the first quarter of fiscal 2014 mainly due to decreased cash inflow from financing activities. Whereas in the first quarter of the previous fiscal year 2014, the Stabilus Group received €8.0 million under the revolving credit facility, in the first quarter of the current fiscal year 2015 this facility was not utilized. The cash outflow for interest decreased by €2.8 million due to the €58.9 million early redemption of senior secured notes on June 5, 2014 (from IPO proceeds).
As a result of the aforementioned changes of cash flows from operating, investing and financing activities and with adjustments to EBITDA amounting to €2.7 million (Q1 FY2014: €1.8 million), adjusted operating cash flow before tax (AoCF) increased by €3.9 million, from €0.2 million in the first quarter of fiscal 2014 to €4.1 million in the first quarter 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".
| Excl. income tax payments | 1.8 | 3.9 | (2.1) | (53.8%) |
|---|---|---|---|---|
| Operating cash flow before tax | 1.4 | (1.6) | 3.0 | <(100.0)% |
| Adjustments to EBITDA | 2.7 | 1.8 | 0.9 | 50.0% |
| Adjusted operating cash flow before tax | 4.1 | 0.2 | 3.9 | >100.0% |
Free cash flow (FCF) improved by 43.2% from €(18.3) million in first quarter of fiscal 2014 to €(10.4) million in the first quarter 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).
| Free cash flow | T _ 011 | |||
|---|---|---|---|---|
| Three months ended Dec 31, | ||||
| IN € MILLIONS | 2014 | 2013 | change | % change |
| Cash flow from operating activities | 9.5 | 4.6 | 4.9 | >100.0% |
| Cash flow from investing activities | (9.9) | (10.1) | 0.2 | (2.0)% |
| Payments for interest | (10.0) | (12.8) | 2.8 | (21.9)% |
| Free cash flow | (10.4) | (18.3) | 7.9 | (43.2%) |
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.
As of February 15, 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 December 31, 2014.
The Stabilus Group's operative outlook for fiscal year 2015 in terms of goods sold remains unchanged from the outlook given in the Annual Report 2014, where the company forecast a growth rate of revenue, adjusted EBITDA and adjusted EBIT on a similar level to that achieved for the fiscal year 2014.
Due to the Group's international business activities, actual revenue and earnings growth to be achieved in fiscal year 2015 will however also depend on the US\$-€ exchange rate. The forecast given in the Annual Report 2014 assumed an average 1.35 US\$-€ exchange rate for fiscal year 2015, which would have led to an expected revenue level in the range of €550 million to €560 million. However, since the development and prognosis of the US\$-€ exchange rate has since changed and is now expected at an average level of \$1.20 per € throughout the fiscal year 2015, the Group's revenue target is now expected to be in the range of €575 million to €585 million. The company's adjusted EBIT margin is expected to remain in the range of 12.0% to 13.0%.
as of and for the three months ended December 31, 2014
for the three months ended December 31, 2014 (unaudited)
| IN € THOUSANDS NOTE Revenue 2 Cost of sales Gross profit Research and development expenses Selling expenses Administrative expenses Other income Other expenses Profit from operating activities |
Three months ended Dec 31, | |
|---|---|---|
| 2014 | 2013 | |
| 135,138 | 116,159 | |
| (104,385) | (90,345) | |
| 30,753 | 25,814 | |
| (5,412) | (4,482) | |
| (10,418) | (9,852) | |
| (7,333) | (4,550) | |
| 3,643 | 1,125 | |
| (1,792) | (855) | |
| 9,441 | 7,200 | |
| Finance income 3 |
5,986 | 3,851 |
| Finance costs 4 |
(5,120) | (8,089) |
| Profit / (loss) before income tax | 10,307 | 2,962 |
| Income tax income / (expense) | (2,603) | (780) |
| Profit / (loss) for the period | 7,704 | 2,182 |
| thereof attributable to non-controlling interests | 15 | 5 |
| thereof attributable to shareholders of Stabilus | 7,689 | 2,177 |
| Other comprehensive income / (expense) | ||
| Foreign currency translation difference 1) 11 |
(4,856) | 3,513 |
| Unrealized actuarial gains / (losses), net of taxes 2) 11 |
(2,393) | (14) |
| Other comprehensive income / (expense), net of taxes | (7,249) | 3,499 |
| Total comprehensive income / (expense) for the period | 455 | 5,681 |
| thereof attributable to non-controlling interests | 15 | 5 |
| thereof attributable to shareholders of Stabilus | 440 | 5,676 |
| Earnings per share (in €): | ||
| basic 5 |
0.37 | 0.12 |
| diluted 5 |
0.37 | 0.12 |
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.
as of December 31, 2014 (unaudited)
| Consolidated statement of financial position | T _ 013 | ||
|---|---|---|---|
| IN € THOUSANDS | NOTE | Dec 31, 2014 | Sept 30, 2014 |
| Assets | |||
| Property, plant and equipment | 6 | 119,748 | 119,642 |
| Goodwill | 51,458 | 51,458 | |
| Other intangible assets | 7 | 169,811 | 170,971 |
| Other assets | 9 | 985 | 1,102 |
| Deferred tax assets | 7,821 | 7,919 | |
| Total non-current assets | 349,823 | 351,092 | |
| Inventories | 10 | 54,281 | 49,540 |
| Trade accounts receivable | 54,345 | 56,497 | |
| Current tax assets | 2,275 | 2,403 | |
| Other financial assets | 8 | 26,373 | 18,304 |
| Other assets | 9 | 10,719 | 8,972 |
| Cash and cash equivalents | 23,027 | 33,494 | |
| Total current assets | 171,020 | 169,210 | |
| Total assets | 520,843 | 520,302 | |
| IN € THOUSANDS | NOTE | Dec 31, 2014 | Sept 30, 2014 |
|---|---|---|---|
| Equity and liabilities | |||
| Issued capital | 207 | 207 | |
| Capital reserves | 73,091 | 73,091 | |
| Retained earnings | 15,609 | 7,920 | |
| Other reserves | 11 | (12,377) | (5,128) |
| Equity attributable to shareholders of Stabilus | 76,530 | 76,090 | |
| Non-controlling interests | 49 | 33 | |
| Total equity | 76,579 | 76,123 | |
| Financial liabilities | 12 | 256,532 | 256,556 |
| Other financial liabilities | 13 | 919 | 960 |
| Provisions | 14 | 3,533 | 4,060 |
| Pension plans and similar obligations | 51,626 | 48,353 | |
| Deferred tax liabilities | 42,674 | 43,765 | |
| Total non-current liabilities | 355,284 | 353,694 | |
| Trade accounts payable | 49,337 | 53,724 | |
| Financial liabilities | 12 | 827 | 5,789 |
| Other financial liabilities | 13 | 6,297 | 6,360 |
| Current tax liabilities | 7,093 | 5,082 | |
| Provisions | 14 | 11,208 | 8,551 |
| Other liabilities | 15 | 14,218 | 10,979 |
| Total current liabilities | 88,980 | 90,485 | |
| Total liabilities | 444,264 | 444,179 | |
| Total equity and liabilities | 520,843 | 520,302 | |
Consolidated statement of financial position T _ 013
for the three months ended December 31, 2014 (unaudited)
T _ 014
| 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 | – | – | 2,177 | – | 2,177 | 5 | 2,182 | |
| Other comprehensive income / (expense) |
11 | – | – | – | 3,499 | 3,499 | – | 3,499 |
| Total comprehensive income / (expense) for the period |
– | – | 2,177 | 3,499 | 5,676 | 5 | 5,681 | |
| Balance as of Dec 31, 2013 | 5,013 | 74,403 | 1,186 | 5,236 | 85,838 | 174 | 86,012 | |
| Balance as of Sept 30, 2014 | 207 | 73,091 | 7,920 | (5,128) | 76,090 | 33 | 76,123 | |
| Profit / (loss) for the period | – | – | 7,689 | – | 7,689 | 15 | 7,704 | |
| Other comprehensive income / (expense) |
11 | – | – | – | (7,249) | (7,249) | – | (7,249) |
| Total comprehensive income / (expense) for the period |
– | – | 7,689 | (7,249) | 440 | 15 | 455 | |
| Balance as of Dec 31, 2014 | 207 | 73,091 | 15,609 | (12,377) | 76,530 | 49 | 76,579 |
1) adjusted according to IAS 19 (revised)
for the three months ended December 31, 2014 (unaudited)
| Three months ended Dec 31, | |||
|---|---|---|---|
| IN € THOUSANDS | NOTE | 2014 | 2013 |
| Profit/ (loss) for the period | 7,704 | 2,182 | |
| Current income tax | 2,752 | 1,661 | |
| Deferred income tax | (150) | (881) | |
| Net finance result | 3/4 | (866) | 4,238 |
| Depreciation and amortization | 10,529 | 9,462 | |
| Other non-cash income and expenses | (3,287) | 813 | |
| Changes in inventories | (4,741) | (3,735) | |
| Changes in trade accounts receivable | 2,152 | 7,121 | |
| Changes in trade accounts payable | (4,387) | (6,107) | |
| Changes in other assets and liabilities | (523) | (6,709) | |
| Changes in provisions | 1,984 | (472) | |
| Changes in deferred tax assets and liabilities | 150 | 881 | |
| Income tax payments | (1,844) | (3,877) | |
| Cash flow from operating activities | 9,473 | 4,577 | |
| Proceeds from disposal of property, plant and equipment | 80 | 5 | |
| Purchase of intangible assets | 7 | (3,571) | (3,313) |
| Purchase of property, plant and equipment | 6 | (6,398) | (6,784) |
| Cash flow from investing activities | (9,889) | (10,092) | |
| Receipts under revolving credit facility | – | 8,000 | |
| Payments for finance leases | (135) | (298) | |
| Payments for interest | (9,978) | (12,797) | |
| Cash flow from financing activities | (10,113) | (5,095) | |
| Net increase / (decrease) in cash and cash equivalents | (10,529) | (10,610) | |
| Effect of movements in exchange rates on cash held | 62 | 25 | |
| Cash and cash equivalents as of beginning of the period | 33,494 | 21,819 | |
| Cash and cash equivalents as of end of the period | 23,027 | 11,234 |
as of and for the three months ended December 31, 2014
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 going concern assumption.
The Condensed Interim Consolidated Financial Statements for the first three months of fiscal year 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 |
Invesment 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 |
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 December 31, 2014 had no material effect on the Condensed Interim Consolidated Financial Statements.
These Condensed Interim Consolidated Financial Statements as of and for the three months ended December 31, 2014 comprise the Consolidated Statement of Comprehensive Income for the three months ended December 31, 2014, the Consolidated Statement of Financial Position as of December 31, 2014, the Consolidated Statement of Changes in Equity for the three months ended December 31, 2014, the Consolidated Statement Cash Flows for the three months ended December 31, 2014 and explanatory Notes to the Condensed Interim Consolidated Financial Statements. The Condensed Interim Consolidated Financial Statements are prepared in euros (€) rounded to the nearest thousands. Due to rounding, numbers presented may not add up precisely to totals provided.
The Condensed Interim Consolidated Financial Statements were authorised for issue by the Management Board on February 13, 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. The loans carry variable interest rates depending on the leverage of the company. Based on the company's current leverage level, the interest rate would be 2.0% above Euribor. The loans open a possibility for the company to prematurely refinance the senior secured notes which carry an interest rate of 7.75%. Of the €5.0 million transaction costs incurred, €4.5 million have been capitalized as other financial assets and are included in other current liabilities for outstanding costs. See Notes 8 and 15 below.
The Group's revenue developed as follows:
Group revenue results from sales of goods. Three months ended Dec 31, IN € THOUSANDS 2014 2013 Europe 67,983 59,158 NAFTA 49,529 40,786 Asia / Pacific and rest of world 17,626 16,215 Revenue 135,138 116,159
| Three months ended Dec 31, | |||
|---|---|---|---|
| IN € THOUSANDS | 2014 | 2013 | |
| Automotive | 96,353 | 78,934 | |
| Gas spring | 66,882 | 61,769 | |
| Powerise | 29,471 | 17,165 | |
| Industrial | 32,396 | 31,387 | |
| Swivel chair | 6,389 | 5,838 | |
| Revenue | 135,138 | 116,159 |
| Three months ended Dec 31, | ||
|---|---|---|
| IN € THOUSANDS | 2014 | 2013 |
| Interest income on loans and financial receivables | 13 | 13 |
| Net foreign exchange gain | 4,491 | – |
| Gains from changes in carrying amount of financial assets | – | 2,222 |
| Gains from changes in fair value of derivative instruments | 1,325 | 1,404 |
| Other interest income | 157 | 212 |
| Finance income | 5,986 | 3,851 |
| Three months ended Dec 31, | |||
|---|---|---|---|
| IN € THOUSANDS | 2014 | 2013 | |
| Interest expense on financial liabilities | (5,008) | (6,447) | |
| Net foreign exchange loss | – | (1,549) | |
| Interest expenses finance lease | (5) | (23) | |
| Other interest expenses | (107) | (70) | |
| Finance costs | (5,120) | (8,089) |
The weighted average number of shares used for the calculation of earnings per share in the three months ended December 31, 2014 and 2013 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.
| Weighted average number of shares | T _ 021 | ||||
|---|---|---|---|---|---|
| DATE | Number of days | Transaction | Change | Total shares | Total shares (time-weighted) |
| October 1, 2013 | 92 | – | – | 17,700,000 | 17,700,000 |
| December 31, 2013 | – | – | 17,700,000 | 17,700,000 | |
| October 1, 2014 | 92 | – | – | 20,723,256 | 20,723,256 |
| December 31, 2014 | – | – | 20,723,256 | 20,723,256 |
The earnings per share for the three months ended December 31, 2014 and 2013 were as follows:
| Three months ended Dec 31, | |
|---|---|
| 2013 | |
| 2,177 | |
| 17,700,000 | |
| 0.12 | |
| 2014 7,689 20,723,256 0.37 |
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 December 31, 2014 amounted to €119,748 thousand (Sept 30, 2014: 119,642 thousand). Additions to property, plant and equipment in the first quarter of fiscal 2015 amounted to €6,454 thousand (Q1 FY2014: €6,653 thousand). The increase against the comparative period is mainly due to increased assets under construction. The total assets under construction as of December 31, 2014 amounted to €16,507 thousand (Sept 30, 2014: €12,903 thousand). The significantly higher assets under construction are the result of the capacity expansions of our Chinese plant, the powder paint equipment at our Korean plant and gas spring capacity expansion projects.
Disposals occured only in the ordinary course of business. The net value of disposed property, plant and equipment in the first quarter of fiscal 2015 amounted to €41 thousand (Q1 FY2014: €9 thousand).
The Group did not recognize any impairment losses or reversals of impairment losses in the reporting period.
Other intangible assets as of December 31, 2014 amounted to €169,811 thousand (Sept 30, 2014: €170,971 thousand). Additions to intangible assets in the first quarter of fiscal 2015 amount to €3,571 thousand (Q1 FY2014: €3,313 thousand) and comprise mainly internally generated developments. Significant disposals have not been recognized.
In the first quarter of fiscal 2015, costs of €3,539 thousand (Q1 FY2014: €3,284 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 €29 thousand (Q1 FY2014: €128 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 quarter of fiscal 2015 amounted to €153 thousand (Q1 FY2014: €209 thousand).
| Dec 31, 2014 | Sept 30, 2014 | |||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| Derivative instruments | 16,746 | – | 16,746 | 15,422 | – | 15,422 |
| Other miscellaneous | 9,627 | – | 9,627 | 2,882 | – | 2,882 |
| Other financial assets | 26,373 | – | 26,373 | 18,304 | – | 18,304 |
Derivative financial instruments comprise fair values of early redemption options embedded in the indenture which was concluded on June 7, 2013. The increase in fair value of these embedded derivatives in the first quarter of fiscal 2015 amounting to €1,325 thousand is included in the Group's income statement as finance income. See also Note 3. In case of a certain premature refinancing of senior secured notes in June 2015, the fair value of early redemption options as of December 31, 2014 would have been €10,760 thousand.
Other miscellaneous financial assets comprise assets relating from the sale of receivables program that was started in March 2014 and capitalized transaction costs of €4,500 thousand incurred by the new €320 million financing agreements which Stabilus signed on December 19, 2014.
| Other assets | T _ 024 | |||||
|---|---|---|---|---|---|---|
| Dec 31, 2014 | Sept 30, 2014 | |||||
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| VAT | 3,860 | – | 3,860 | 2,643 | – | 2,643 |
| Prepayments | 1,280 | 102 | 1,382 | 1,175 | 158 | 1,333 |
| Deferred charges | 3,394 | – | 3,394 | 2,679 | – | 2,679 |
| Other miscellaneous | 2,185 | 883 | 3,068 | 2,475 | 944 | 3,419 |
| Other assets | 10,719 | 985 | 11,704 | 8,972 | 1,102 | 10,074 |
Non-current prepayments comprise prepayments on property, plant and equipment.
| Inventories | T _ 025 | |
|---|---|---|
| IN € THOUSANDS | Dec 31, 2014 | Sept 30, 2014 |
| Raw materials and supplies | 26,957 | 24,519 |
| Finished products | 11,870 | 10,455 |
| Work in progress | 9,397 | 8,639 |
| Merchandise | 6,057 | 5,927 |
| Inventories | 54,281 | 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:
| Three months ended Dec 31, 2014 | ||||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Before tax | Tax (expense) benefit |
Net of tax | Non-controlling interest |
Total | |
| Unrealized gains / (losses) from foreign currency translation |
(4,855) | – | (4,856) | – | (4,856) | |
| Unrealized actuarial gains / (losses) | (3,419) | 1,026 | (2,393) | – | (2,393) | |
| Other comprehensive income / (expense) for the period |
(8,275) | 1,026 | (7,249) | – | (7,249) |
| IN € THOUSANDS | Three months ended Dec 31, 2013 | ||||
|---|---|---|---|---|---|
| Before tax | Tax (expense) benefit |
Net of tax | Non-controlling interest |
Total | |
| Unrealized gains / (losses) from foreign currency translation |
3,513 | – | 3,513 | – | 3,513 |
| Unrealized actuarial gains / (losses) | (20) | 6 | (14) | – | (14) |
| Other comprehensive income / (expense) for the period |
3,493 | 6 | 3,499 | – | 3,499 |
The financial liabilities comprise the following items:
| Dec 31, 2014 | Sept 30, 2014 | |||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| Notes | 827 | 256,532 | 257,359 | 5,789 | 256,556 | 262,345 |
| Financial liabilities | 827 | 256,532 | 257,359 | 5,789 | 256,556 | 262,345 |
As of September 30, 2014 and December 31, 2014 the Group had no liability under the committed €25.0 million revolving credit facility.
The senior secured notes have a principal amount of €256,532 thousand and are measured at amortized cost under consideration of transaction costs and embedded derivatives. The interest on the notes is payable semi-annually in arrears in June and December. The current portion of the financial liability reflects the accrued interest at the balance sheet date.
| Dec 31, 2014 | Sept 30, 2014 | |||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| Liabilities to employees | 3,965 | – | 3,965 | 4,120 | – | 4,120 |
| Social security contribution | 2,141 | – | 2,141 | 1,701 | – | 1,701 |
| Finance lease obligation | 188 | 919 | 1,107 | 536 | 960 | 1,496 |
| Liabilities to related parties | 3 | – | 3 | 3 | – | 3 |
| Other financial liabilities | 6,297 | 919 | 7,216 | 6,360 | 960 | 7,320 |
| Dec 31, 2014 | Sept 30, 2014 | |||||
|---|---|---|---|---|---|---|
| IN € THOUSANDS | Current | Non-current | Total | Current | Non-current | Total |
| Anniversary benefits | – | 237 | 237 | – | 295 | 295 |
| Early retirement contracts | – | 2,887 | 2,887 | – | 3,372 | 3,372 |
| Employee-related costs | 5,415 | – | 5,415 | 3,575 | – | 3,575 |
| Environmental protection | 659 | – | 659 | 730 | – | 730 |
| Other risks | 738 | – | 738 | 578 | – | 578 |
| Legal and litigation costs | 127 | – | 127 | 135 | – | 135 |
| Warranties | 3,460 | – | 3,460 | 2,338 | – | 2,338 |
| Other miscellaneous | 809 | 409 | 1,218 | 1,195 | 393 | 1,588 |
| Provisions | 11,208 | 3,533 | 14,741 | 8,551 | 4,060 | 12,611 |
The provision for employee related costs increased in the first quarter of fiscal 2015 by €1,840 thousand to €5,415 thousand essentially due to a higher bonus provision. The warranty provision increased in the first quarter of fiscal 2015 by €1,122 thousand from €2,338 thousand as of September 30, 2014 to €3,460 thousand as of December 31, 2014 partially due to higher sales and partially due to potential new warranty cases.
The Group's other liabilities mature within a year. Accordingly, they are disclosed as current liabilities. The following table sets out a breakdown of Group's other liabilities:
| Other current liabilities | T _ 030 | |
|---|---|---|
| IN € THOUSANDS | Dec 31, 2014 | Sept 30, 2014 |
| Advanced payments received | 451 | 456 |
| Vacation expenses | 1,629 | 2,169 |
| Other personnel-related expenses | 3,955 | 5,463 |
| Outstanding costs | 7,921 | 2,764 |
| Miscellaneous | 262 | 127 |
| Other current liabilities | 14,218 | 10,979 |
The liability for other personnel related expenses decreased by €1,508 thousand from €5,463 thousand as of September 30, 2014 to €3,955 thousand as of December 31, 2014 essentially caused by payments of Christmas allowances in Germany, partially offset by 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. The liability for outstanding costs increased from €2,764 thousand as of September 30, 2014 to €7,921 thousand as of December 31, 2014 as a consequence of transaction costs incurred during the conclusion of new refinancing contracts on December 19, 2014.
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 December 31, 2014 are as follows:
| Total | 24,046 | 20,970 |
|---|---|---|
| Obligations under rental and leasing agreements | 16,681 | 15,827 |
| Capital commitments for fixed and other intangible assets | 7,365 | 5,143 |
| IN € THOUSANDS | Dec 31, 2014 | Sept 30, 2014 |
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.
| Dec 31, 2014 | Sept 30, 2014 | |||
|---|---|---|---|---|
| Measurement category |
Fair value | |||
| LaR | 54,345 | 54,345 | 56,497 | 56,497 |
| LaR | 23,027 | 23,027 | 33,494 | 33,494 |
| FAFV | 16,746 | 16,746 | 15,422 | 15,422 |
| LaR | 9,627 | 9,627 | 2,882 | 2,882 |
| LaR / FAFV | 26,373 | 26,373 | 18,304 | 18,304 |
| 103,745 | 103,745 | 108,295 | 108,295 | |
| FLAC | 257,359 | 273,437 | 262,345 | 273,437 |
| FLAC | 49,337 | 49,337 | 53,724 | 53,724 |
| – | 1,107 | 1,154 | 1,496 | 1,521 |
| FLAC | 3 | 3 | 3 | 3 |
| FLAC / – | 1,110 | 1,157 | 1,499 | 1,524 |
| 307,806 | 323,931 | 317,568 | 328,685 | |
| 86,999 | 86,999 | 92,873 | 92,873 | |
| 16,746 | 16,746 | 15,422 | 15,422 | |
| 306,699 | 322,777 | 316,072 | 327,164 | |
| acc. to IAS 39 Carrying amount | Fair value Carrying amount |
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 _ 033 | ||||
|---|---|---|---|---|---|
| Dec 31, 2014 | |||||
| IN € THOUSANDS | Total | Level 11) | Level 22) | Level 33) | |
| Financial assets | |||||
| Derivative instruments | 16,746 | – | 16,746 | – | |
| Financial liabilities | |||||
| Senior secured notes | 273,437 | 273,437 | – | – | |
| Finance lease liabilities | 1,154 | – | – | 1,154 | |
| 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 the 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 quarter of fiscal 2015 amounting to €(9,978) thousand (Q1 FY2014: €(12,797) thousand) are taken into account in the cash outflows from financing activities. Income tax payments in the same period of €(1,844) thousand (Q1 FY2014: €(3,877) 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, one-time legal disputes,other non-recurring costs as well as interest on pension charges.
Segment information for the three months ended December 31, 2014 and 2013 is as follows:
| Three months ended Dec 31, | Three months ended Dec 31, | ||
|---|---|---|---|
| 2013 | 2014 | 2013 | |
| 40,786 | 17,626 | 16,215 | |
| 545 | 63 | 10 | |
| 41,331 | 17,689 | 16,225 | |
| 4,689 | 3,663 | 3,058 | |
| (1,507) | (691) | (422) | |
| 4,761 | 3,663 | 3,459 | |
| Other / Consolidation | Stabilus Group | ||
| Three months ended Dec 31, | Three months ended Dec 31, | ||
| 2013 | 2014 | 2013 | |
| - | 135,138 | 116,159 | |
| (8,369) | - | - | |
| (8,369) | 135,138 | 116,159 | |
| - | 20,970 | 16,662 | |
| (3,088) | (10,529) | (9,462) | |
| - | 22,633 | 18,499 | |
| 2014 49,529 502 50,031 6,958 (1,656) 7,134 2014 - (9,230) (9,230) - (3,122) - |
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.
| Three months ended Dec 31, | ||||
|---|---|---|---|---|
| IN € THOUSANDS | 2014 | 2013 | ||
| Total segments' profit (adjusted EBITDA) | 22,633 | 18,499 | ||
| Other / consolidation | – | – | ||
| Group adjusted EBITDA | 22,633 | 18,499 | ||
| Adjustments to EBITDA | (2,663) | (1,837) | ||
| EBITDA | 19,970 | 16,662 | ||
| Depreciation and amortization | (10,529) | (9,462) | ||
| Profit from operating activities (EBIT) | 9,441 | 7,200 | ||
| Finance income | 5,986 | 3,851 | ||
| Finance costs | (5,120) | (8,089) | ||
| Profit / (loss) before income tax | 10,307 | 2,962 | ||
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 fictizious 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 stock options of an amount of 20 thousand have been granted according to this program. The options have a fair value of ca. €0.1 million as of December 31, 2014.
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 Servus Group HoldCo II and Stabilus Group management.
As of September 30, 2014 and December 31, 2014 the Group had a liability to Servus II (Gibraltar) Limited amounting to €3 thousand.
As of February 15, 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 December 31, 2014.
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, February 13, 2015
Dietmar Siemssen Mark Wilhelms Bernd-Dietrich Bockamp Andreas Schröder
Management Board
| Financial calendar | T _ 036 |
|---|---|
| DATE 1)2) | PUBLICATION / EVENT |
| February 16, 2015 | Publication of the first-quarter results for fiscal year 2015 (Interim Report Q1 FY 2015) |
| February 18, 2015 | Annual General Meeting 2015 |
| May 15, 2015 | Publication of the second-quarter results for fiscal year 2015 (Interim Report Q2 FY 2015) |
| August 17, 2015 | Publication of the third-quarter results for fiscal year 2015 (Interim Report Q3 FY 2015) |
| December 15, 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 only take into account 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. The 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 (€ 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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