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NORMA Group SE — Interim / Quarterly Report 2015
Nov 4, 2015
311_10-q_2015-11-04_56fd8bef-d46c-4e0b-a1f1-03b8505d9228.pdf
Interim / Quarterly Report
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NORMA GROUP SE INTERIM REPORT Q3 2015
Overview of Key Figures
| Q3 2015 | Q3 2014 | Q1– Q3 2015 | Q1– Q3 2014 | ||
|---|---|---|---|---|---|
| Order situation | |||||
| Order book (30 September) | EUR millions | – | – | 289.1 | 263.4 |
| Income statement | |||||
| Revenue | EUR millions | 218.3 | 165.5 | 672.6 | 518.5 |
| Adjusted gross profit 1) | EUR millions | 131.1 | 98.7 | 402.7 | 301.6 |
| Adjusted EBITA1) | EUR millions | 39.3 | 29.2 | 120.6 | 92.3 |
| Adjusted EBITA margin 1) | % | 18.0 | 17.6 | 17.9 | 17.8 |
| EBITA | EUR millions | 38.4 | 27.4 | 115.9 | 90.0 |
| Adjusted profit for the period1) | EUR millions | 20.8 | 17.1 | 67.2 | 53.8 |
| Adjusted earnings per share 1) | EUR | 0.65 | 0.54 | 2.10 | 1.68 |
| Profit for the period | EUR millions | 17.4 | 14.4 | 55.4 | 43.3 |
| Earnings per share (EPS) | EUR | 0.55 | 0.45 | 1.73 | 1.36 |
| Cash flow | |||||
| Operating cash flow | EUR millions | 44.1 | 18.3 | 95.9 | 57.1 |
| Operating net cash flow2) | EUR millions | 42.8 | 21.6 | 92.2 | 66.0 |
| Cash flow from investing activities | EUR millions | – 10.0 | – 12.5 | – 28.4 | – 29.4 |
| Cash flow from financing activities | EUR millions | – 5.2 | – 17.9 | – 58.8 | – 160.6 |
| Balance sheet | 30 Sep 2015 | 31 Dec 2014 | |||
| Total assets | EUR millions | 1,156.3 | 1,078.4 | ||
| Total equity | EUR millions | 404.6 | 368.0 | ||
| Equity ratio | % | 35.0 | 34.1 | ||
| Net debt | EUR millions | 366.7 | 373.1 | ||
| Employees | |||||
| Core workforce | 4,985 | 4,828 | |||
| Share data | |||||
| IPO | April 2011 | ||||
| Stock exchange | Frankfurt Stock Exchange, Xetra | ||||
| Market segment | Regulated Market (Prime Standard), MDAX | ||||
| ISIN | DE000A1H8BV3 | ||||
| Security identification number | A1H8BV | ||||
| Ticker symbol | NOEJ | ||||
| Highest price Q1– Q3 20153) | EUR | 51.910 | |||
| Lowest price Q1– Q3 20153) | EUR | 38.315 | |||
| Share price as of 30 September 20153) | EUR | 43.925 | |||
| Market capitalisation as of 30 September 20153) |
EUR millions | 1,400 | |||
| Number of shares | 31,862,400 |
1) Adjustments are described in the Notes to the Consolidated Financial Statements. Notes, p. 33 Date of publication: 4 November 2015
2) Adjusted for currency effects.
3) Xetra price
INNOVATIVE JOINING TECHNO-LOGY AND THE HIGHEST QUALITY STANDARDS HAVE SECURED NORMA GROUP'S MARKET POSITION FOR OVER 60 YEARS NOW. THE COMPANY OFFERS SOLUTIONS FOR MANY DIFFERENT INDUSTRIES WITH ITS ADVANCED PRODUCTS. IN FACT, NORMA GROUP RANKS AS ONE OF THE WORLD'S MARKET AND TECHNOLOGY LEADERS IN THE AREA OF JOINING TECHNOLOGY THANKS TO THE PERSONAL DEDICATION OF ROUGHLY 6,000 EMPLOYEES AND AN INTELLEC-TUAL PROPERTY RIGHTS PORTFOLIO THAT CONSISTS OF MORE THAN 800 PATENTS.
Two Strong Distribution Channels
DIST RIBU TION OF SA LES
in %
Engineered Joining Technology Tailored, high-tech products developed to meet specific requirements of individual OEM customers
Distribution Services High-quality, standardised brand products for a variety of applications
ENGINEERED JOINING TECHNOLOGY (EJT)
The business area of EJT focusses on customised, engineered solutions which meet the specific requirements of original equipment manufacturers (OEM). For these customers NORMA Group develops innovative, value-adding solutions for a wide range of application areas and various industries. No matter whether it is a single component, a multi-component unit or a complex system, all products are individually tailored to the exact requirements of the industrial customers while simultaneously guaranteeing the highest quality standards, efficiency and assembly safety. NORMA Group's EJT products are built on its extensive engineering expertise and proven leadership in this field.
DISTRIBUTION SERVICES (DS)
In the area of DS, NORMA Group sells a wide range of high-quality, standardised joining technology products for various applications through different distribution channels. Among its customers are distributors, OEM aftermarket customers, technical wholesalers and hardware stores. In the DS business area, NORMA Group benefits not only from its extensive geographic presence and global manufacturing, distribution and sales capacities, but also from its well-known brands, its customised packaging and the high availability of its products at the point of sale. NORMA Group markets its joining technology products under its well-known brand names:
04 NORMA Group on the Capital Market
07 Consolidated Interim Management Report
- 08 Principles of the Group
- 09 Economic Report
- 17 Risk and Opportunity Report
- 20 Forecast Report
- 22 Report on Transactions with Related Parties
- 22 Supplementary Report
23 Consolidated Interim Financial Statements
- 24 Consolidated Statement of Financial Position
- 26 Consolidated Statement of Comprehensive Income
- 27 Consolidated Statement of Cash Flows
- 28 Consolidated Statement of Changes in Equity
- 30 Segment Reporting
- 32 Notes to the Consolidated Financial Statements (condensed)
Financial Calender 2016 Contact Imprint
NORMA Group on the Capital Market
- NORMA Group's share affected by global economic concerns
- NORMA Group's Annual Report and investor relations work win awards again
WEAK GROWTH IN CHINA LEADS TO PRICE CORREC-TIONS AROUND THE WORLD
The international stock markets posted significant price declines in the third quarter of 2015. After the markets were still recovering from the Greek crisis in July, weak economic growth in China caused increasing volatility and negative price trends. In addition, the fear of lower growth in the emerging markets and the uncertainty associated with an impending rate hike by the Federal Reserve (Fed) fueled the negative trend on the stock markets. Germany's leading index also performed poorly. The DAX, which was still above the 11,500 point mark at the beginning of the quarter, ultimately ended the quarter with a loss of 11.7% compared to the preceding quarter at 9,660 points due to the developments described above and the emission scandal at Volkswagen. Overall, the DAX dropped by 1.5% in the first nine months of the year. The MDAX rose by 13.8% and closed at 19,279 points, despite a weak third quarter of 2015. The Euro Stoxx 50 also fell by 1.1% in the period from January to September 2015. US indices experienced similar developments. While the S&P 500 dropped by only 7.7% in the first nine months of 2015, the Dow Jones fell by 9.4% to 16,284 points.
NORMA GROUP SHARE OUTPERFORMS THE LEADING GERMAN INDEX ONCE AGAIN
NORMA Group's share continued its development from the first half in the third quarter of 2015. The low economic growth in
INDEX-BASED COMPARISON OF NORMA GROUP'S SHARE PRICE PERFORMANCE IN THE FIRST NINE MONTHS OF 2015 WITH THE MDAX AND DAX
FREE FLOAT BY REGION
ANALYST RECOMMENDATIONS
China and the emission scandal involving Volkswagen influenced the development of the stock, which closed on 30 September 2015 at a price of EUR 43.925, and thus posted a 3.1% loss in the period July to September 2015. Compared with the end of 2014 (EUR 39.64), NORMA Group's share still gained 10.8%.
NORMA Group's market capitalisation amounted to EUR 1.4 billion on 30 September 2015. Thus the Company was ranked 34th out of 50 in the MDAX, based on market capitalisation relevant to the determination of index membership.
TRADING VOLUME INCREASES AGAIN
In the first nine months of 2015, the average Xetra trading volume of the NORMA Group share was 93,386 shares per day (full year 2014: 73,932 shares). In terms of value, this equates to approximately EUR 4.27 million (full year 2014: EUR 2.80 million). The NORMA Group share thus ranked 46th out of 50 in the MDAX based on trading volume.
The total trading activities of the NORMA Group shares are distributed unequally to the various trading platforms. In the first nine months of the year, around 33% of all trading activities took place on the official market and 43% through block trades. Around 24% of the shares were traded via alternative platforms.
REGIONALLY DIVERSIFIED SHAREHOLDER STRUCTURE
The NORMA Group share has gained greater international recognition in recent years due to active investor relations work. As a result, foreign investors have become increasingly important. In the meantime, NORMA Group has achieved a regionally highly diversified shareholder base with a significant share of international investors mainly from the USA, the UK, France and Scandinavia. Graph: Free float by region. As of 30 September 2015, German investors held around 12%.
According to the voting rights notifications received as of the end of October 2015, shares of NORMA Group designated as free floating are held by the following institutional investors:
| Investors | Share in % |
|---|---|
| Ameriprise Financial Inc., Minneapolis, USA | 9.96 |
| Mondrian Investment Partners Ltd., London, United Kingdom |
5.34 |
| Allianz Global Investors Europe GmbH, Frankfurt, Germany | 5.02 |
| BNP Paribas Investment Partners S.A., Paris, France | 3.15 |
| The Capital Group Companies Inc., Los Angeles, USA | 3.05 |
| BNP Paribas Asset Management SAS, Paris, France | 3.01 |
| AXA S.A., Paris, France | 2.99 |
| BlackRock Inc., Wilmington, USA | 2.99 |
| Select Equity Group, Wilmington, USA | 2.93 |
| T.Rowe Price International Ltd., Baltimore, USA | 2.89 |
As of 31 October 2015. All voting rights notifications are published on the Company's website @ http://investors.normagroup.com.
The total number of unweighted NORMA Group shares was unchanged at 31,862,400 shares on 30 September 2015. The majority of these are currently held by institutional investors. The number of private investors (excl. management) was 2,876 at the end of September 2015 (30 June 2015: 2,692) which reflects a stake of the total share portfolio of around 2.2% of shares. The Management and Supervisory Board continued to hold around 2.3% of shares as of 30 September 2015.
SUSTAINABLE INVESTOR RELATIONS ACTIVITIES
NORMA Group's investor relations activities seek to further increase awareness of the Company on the capital market,
NORMA GROUP SHARE PRICE DEVELOPMENT SINCE 2014
strengthen long-term confidence in its share, and achieve a realistic and fair valuation of the Company.
Maintaining an ongoing and transparent dialogue with analysts represents one key element of investor relations work. As of 30 September 2015, NORMA Group SE was followed by an unchanged number of 20 analysts. Of these, there were 13 recommendations to 'buy' and seven to 'hold' the NORMA Group share. There were no recommendations to sell. The average price target was thus EUR 51.52 on 30 September 2015 (30 June 2015: EUR 50.67).
NORMA GROUP ANNUAL REPORT WINS AWARDS AGAIN
NORMA Group's 2014 Annual Report came in 5th place in the MDAX segment in the 'The Best Annual Report 2015' competition. Germany's most prestigious investor relations competition exclusively examined criteria relating to the quality of the business content for the first time and was hosted by the business magazine BILANZ.
Furthermore, NORMA Group's 2014 Annual Report also received a FOX FINANCE Award with Honors. The jury composed of six representatives from the industry, science and teaching confirmed great transparency in the numbers and figures section as well as its well thought-out structure. The FOX FINANCE Awards recognise solutions that have been proven to be efficient in corporate reporting in the areas of print and digital.
In addition, the Annual Report was able to defend its position in this year's Vision Awards presented by the League of American Communications Professionals (LACP). By receiving 97 out of 100 points, the 2014 Annual Report earned silver in the category 'Other – Specialized Materials.'
In the 'Investors' Darling' competition, which judges not only the business and semi-annual report, the Investor Relations website and presentation, but also a company's presence on the capital market, NORMA Group came in 4th place in the MDAX. NORMA Group ranked 13th in the overall comparison of the 160 DAX companies. The annual award is presented by manager magazin.
K E Y FIGURES ON T HE N ORM A G ROUP SH A RE
| Q1–Q3 2015 | |
|---|---|
| Closing price on 30 September 2015 (in EUR) | 43.925 |
| Highest price (in EUR) | 51.910 |
| Lowest price (in EUR) | 38.315 |
| Number of unweighted shares as of 30 September 2015 | 31,862,400 |
| Market capitalisation (in EUR millions) | 1,400 |
| Average daily Xetra volume | |
| Shares | 93,386 |
| EUR millions | 4.27 |
| Earnings per share (in EUR) | 1.73 |
| Adjusted earnings per share (in EUR) | 2.10 |
As of 30 September 2015
- Principles of the Group
- Economic Report
- Risk and Opportunity Report
- Forecast Report
- 22 Report on Transactions with Related Parties
- Supplementary Report
Consolidated Interim Management Report
- Solid organic growth in the third quarter of 2015
- Adjusted EBITA margin of 18.0% in third quarter of 2015 at a sustained high level
- Operating net cash flow doubles in third quarter of 2015
Principles of the Group
The 2014 Annual Report provides a detailed overview of business activities, objectives and the strategy of NORMA Group SE. The statements contained therein remain valid. There were no major changes in the reporting period from January to September 2015.
The development of the most important financial and non-financial performance indicators in the first nine months of 2015 are discussed in the following tables.
FINANCIAL INDICATORS
| Q1–Q3 2015 |
Q1–Q3 2014 |
|
|---|---|---|
| Sales (in EUR millions) | 672.6 | 518.5 |
| Adjusted EBITA margin (in %) 1) | 17.9 | 17.8 |
| Operating net cash flow (in EUR millions) 2) | 92.2 | 66.0 |
1) Adjustments are described in the Notes to the Consolidated Financial Statements Notes, p. 33.
2) Adjusted for currency effects.
NON-FINANCIAL INDICATORS
| Q1–Q3 2015 |
Q1–Q3 2014 |
|
|---|---|---|
| Number of new patent registrations | 61 | 47 |
| Defective parts (Parts per million, PPM) | 23 | 13 |
| Customer complaints per month | 9 | 8 |
RESEARCH AND DEVELOPMENT
The main activities of the Research and Development department at NORMA Group are described in detail in the 2014 Annual Report. 2014 Annual Report, p. 63 to 64. There were no major changes in the current reporting period January to September 2015.
Efforts to structure R&D as more of a global Group function continued and the position of Vice President R&D was filled on 1 July 2015. To ensure the best possible formation for handling future innovation tasks and to strengthen its power of innovation and speed, NORMA Group has tested new processes and innovative tools and successfully implemented these accordingly.
In the third quarter of 2015, the further development of SCR (Selective Catalytic Reduction) systems was one of the main priorities of research and development activities. Moreover, the focus was on theoretical models that can continuously improve the predictive accuracy with respect to how well new products will function through improved simulations in early phases of development. This pertains not only to the FLUID products, but also the FASTEN products. In addition, NORMA Group is currently working on other alternative tube concepts for meeting the market demands that will be placed on future vehicle generations, and not just cars, as effectively as possible.
R&D FIGURES
| Q1–Q3 2015 |
Q1–Q3 2014 |
|
|---|---|---|
| Number of R&D employees | 262 | 231 |
| R&D employee ratio in relation to permanent staff (in %) |
5.3 | 5.3 |
| R&D expenses in the area of EJT (in EUR mil lions) |
19.2 | 18.5 |
| R&D ratio with respect to EJT sales (in %) | 4.6 | 5.0 |
Economic Report
Principles of the Group | Economic Report
GENERAL ECONOMIC AND INDUSTRY-SPECIFIC CONDITIONS
Weak and heterogeneous global economy
While global growth has been weak thus far (H1 2015: + 2.9%, IMF), the US economy has recovered slightly. Consequently, US industrial production rose by an annualised 1.8% in the third quarter of 2015, although capacity utilisation remained quite low at 77.8% (Q3 2014: 78.3%). Furthermore, US GDP grew in the third quarter of 2015 at an annualised rate of 1.5%. On the other hand, the Chinese economy continued its decline. Industrial production increased by a mere 6.2% in the first nine months of the year while GDP gained 6.9% in the third quarter of 2015 (H1 2015: + 7.0%). Furthermore, the moderate upturn in the euro region gained momentum. This was supported by industrial production, which increased by 0.9% in August of this year (July 2015: + 1.7%). In addition, capacity utilisation improved to 81.5% in the third quarter (Q3 2014: 80.6%) while the Ifo Institute reported that GDP increased by 1.7%.
Germany on the upswing, but industry still remains slow
The macroeconomic upswing from the first half of 2015 has continued thanks to strong consumption in the summer. Despite a rise in exports, the revival of industrial activity that experts had hoped for has not yet taken place. According to Eurostat data, capacity utilisation in the third quarter of 2015 was unchanged at 84.7% compared to the previous quarter, which equates to only a small increase compared to the same quarter of the previous year (Q3 2014: 84.4%). Furthermore, industrial production in the summer of 2015 swayed, but rose rather significantly compared to the same quarter of the previous year (Aug. 2015: + 2.9%, July 2015: + 1.0%). Moreover, the Fall Joint Economic Forecast from the institutes for the third quarter of this year again projects GDP growth of 0.4% compared to the previous quarter (Q2 2015: 0.4%).
German engineering moves sideways
According to the VDMA, German mechanical engineering and construction is operating in a difficult environment despite the devaluation of the euro because demand stimuli from major export markets such as China, Russia and Latin America are still missing. In addition, the continuing reluctance to invest weighs heavy on the industry domestically. Nevertheless, production, orders and employment have remained at nearly the same level that has been achieved so far. According to the VDMA, capacity utilisation (July 2015: 84.8%) was only slightly below the long-term average. As in the first half of the year, orders declined by 1% in the third quarter of 2015, whereby a 8% increase was observed in Germany and a decline of 6% abroad.
Automotive industry: Expansion in the US and Western Europe, despite weakness in other regions
According to LMC Automotive (LMCA), global sales of light vehicles (LV up to 6 tons) increased to 65.6 million vehicles in the first nine months of the year (+ 1.1%). China's LV sales added up to only 1.2% cumulatively due to several months of decline (VDA: + 4.7% cars). Moreover, the VDA data for the first nine months of 2015 shows massive slumps in sales in Russia (LV: – 33.0%), Brazil (LV: – 21.7%) and Japan (cars: – 10.7%). By contrast, the US light vehicle market continued to post solid growth (LMCA: + 5.0%). The car market in Western Europe, in particular, achieved strong growth across the board. According to the trade association ACEA, growth in the first nine months of this year was 8.7% for passenger cars and 11.3% for commercial vehicles. 5.5% more cars and 2.2% more commercial vehicles were sold in Germany. While domestic production increased by 2%, exports increased by even as much as 3% (VDA).
EU construction output still shows large regional differences and suffered a setback in August
Despite low interest rates, EU construction output remained moderate by annual comparison according to Eurostat (Q1 2015: – 0.1%, Q2 2015: + 0.7%). A solid July (+ 0.4%) was then followed by a slump in August of this year (– 5.0%). Nevertheless, Sweden and the Netherlands have achieved strong growth rates so far this year. By contrast, the construction industry lost ground again in Spain, while the trend in France, Italy and Portugal remained persistently negative. German construction nevertheless has remained brisk, albeit below the high prior-year levels (Aug. 2015: – 1.5%). Nevertheless, according to Destatis, both total sales in the construction industry (+ 0.2%) and orders in real terms (0.0%) were robust in the first eight months of the year. The order situation is good according to the ZDB's monthly surveys and is supported by the slightly increased range and stable equipment utilisation.
SIGNIFICANT DEVELOPMENTS IN THE THIRD QUARTER OF 2015
New Chief Financial Officer of NORMA Group SE
Dr. Michael Schneider took office as a member of the Management Board of NORMA Group SE on 1 July 2015. He succeeds the former CFO, Dr. Othmar Belker, who stepped down at the end of March 2015, and is responsible for the divisions Finance, Controlling, Treasury, IT and Investor Relations.
GENERAL STATEMENT BY THE MANAGEMENT BOARD ON THE COURSE OF BUSINESS AND ECONOMIC SITU-ATION
With Group sales of EUR 672.6 million and 29.7% growth compared to the same period of the previous year, NORMA Group ended the first nine months of financial year 2015 more or less in line with expectations. Organic growth continued to improve and resulted in an increase of 1.5% for the 9-month period (H1 2015: 0.0%), despite the generally restrained overall economic environment. In addition, strong acquisition-driven growth in revenue contributed 20.3% to Group sales. Furthermore, the depreciation of the euro against the US dollar, in particular, led to positive currency effects that amounted to 7.9% in the period January to September 2015.
With sales of EUR 218.3 million and 31.9% growth, the third quarter of 2015 turned out to be even better than the first half of 2015 as expected. The improved macroeconomic upward movement as of most recently is the main reason for this, but also the diminishing organic growth in the same period of the previous year and the resulting lower comparison base.
Consolidated revenue growth was mainly supported by the dynamic development in both Asia-Pacific and EMEA. Moreover, growth in the Americas was achieved by way of the revenues from the business of National Diversified Sales (NDS), which was acquired in October 2014 as well as positive currency effects.
The two distribution channels EJT and DS developed in line with expectations due to the partly improved macroeconomic environment and recorded growth rates of 16.2% (EJT) and 67.3% (DS) in the third quarter of 2015 compared to the previous year.
The main cost positions also developed in line with the Management Board's expectations in the first nine months of 2015. The adjusted personnel cost ratio improved slightly to 26.3% (Q1– Q3 2014: 26.7%) during the reporting period in 2015, while the adjusted cost of materials ratio declined from 42.4% in the same period of the previous year to 40.8% in the first nine months of 2015. In addition, adjusted other operating income and expenses increased in relation to sales to 13.3% in the 9-month period of 2015 (Q1– Q3 2014: 11.3%).
At EUR 120.6 million, adjusted EBITA at the end of September was 30.8% higher than the previous year's level (Q1– Q3 2014: EUR 92.3 million). The resulting adjusted EBITA margin of 17.9% continued to remain at a sustainable high level (Q1– Q3 2014: 17.8%).
Viewed holistically, the first nine months of 2015 developed in line with the Management Board's expectations. The integration of NDS, the company acquired in October of 2014, is continuing on schedule and is being driven forward accordingly.
COMPARISON OF THE ACTUAL DEVELOPMENT OF BUSINESS WITH THE FORECAST
In general, business developed in line with expectations for NORMA Group in the reporting period January to September 2015. Therefore none of the relevant performance indicators deviated significantly from the forecast values.
EARNINGS, ASSETS AND FINANCIAL POSITION
Adjustments
In the first nine months of 2015, expenses of EUR 3.1 million in total were adjusted within EBITDA. These adjustments in the amount of EUR 2.5 million relate to the costs of materials, which resulted from the remeasurement of acquired inventories within the purchase price allocation of the acquisition of NDS. Furthermore, expenses that pertained to the integration of the acquired company in the amount of EUR 0.4 million were adjusted in other operating expenses as well in the amount of EUR 0.3 million within expenses for employee benefits.
In addition to the adjustments described, depreciations on property, plant and equipment in the amount of EUR 1.7 million (Q1– Q3 2014: EUR 0.8 million) and intangible assets in the amount of EUR 13.1 million (Q1– Q3 2014: EUR 6.8 million) each from purchase price allocations are presented in adjusted form as in previous years. Notes, p. 33.
ADJUSTMENTS
| Q1– Q3 2015 | ||
|---|---|---|
| adjusted | Adjustments | reported |
| 672.6 | 672.6 | |
| 136.5 | 3.1 | 133.4 |
| 20.3 | 19.8 | |
| 120.6 | 4.8 | 115.9 |
| 17.9 | 17.2 | |
| 115.1 | 17.9 | 97.3 |
| – 13.7 | – 13.7 | |
| 67.2 | 11.8 | 55.4 |
| 2.10 | 0.37 | 1.73 |
| Q1– Q3 2015 |
Deviations may occur due to rounding.
Earnings Position
Order backlog on high level
On 30 September 2015, the order backlog amounted to EUR 289.1 million and was thus 9.8% higher than in the comparative period last year (30 September 2014: EUR 263.4 million). Due to the fact that the order book is recalculated at closing rates, the increase compared to the previous year can also be attributed to currency effects. Compared to the second quarter of 2015 (EUR 302.4 million), the order backlog decreased by 4.4%.
Moderate organic growth in sales in the 9-month period Group sales for the 9-month period of 2015 amounted to EUR 672.6 million and were thus 29.7% higher than in the comparative period (Q1– Q3 2014: EUR 518.5 million). This includes acquisition-related growth of 20.3% in particular, which can be attributed mainly to the acquisition of the US company NDS. Organic growth accounted for 1.5% while currency effects, particularly those that involved the US dollar, resulted in 7.9% higher sales.
The Company recorded Group sales of EUR 218.3 million in the third quarter, which is 31.9% higher than the previous year's figure (EUR 165.5 million). Compared to the second quarter of 2015 (EUR 232.9 million), Group sales for the period July to September were 6.3% lower. The main reasons for this were the typical business developments and the summer holidays.
Organic growth in the area of EJT, growth in the area of DS achieved by acquisitions
In the area of EJT, NORMA Group achieved sales of EUR 409.5 million in the 9-month period and thus grew by 11.9% compared to the same period last year (EUR 366.0 million). In the third quarter of 2015, EJT generated sales of EUR 134.1 million, which equates to a 16.2% increase compared to the same period last year (EUR 115.4 million). Compared to the second quarter of 2015 (EUR 136.5 million), sales revenue declined by 1.7% in the third quarter for seasonal reasons and due to the state of the economy.
In the area of DS, sales increased by 72.1% to EUR 260.3 million during the period from January to September 2015 compared to the same period last year (EUR 151.2 million). This is mainly due to the revenues of the acquired water business from NDS. DS sales amounted to EUR 83.0 million in the third quarter of 2015 and were thus 67.3% higher than in the same quarter in the previous year (EUR 49.6 million). Sales declined by 13.0% in the third quarter compared to the second quarter of the current year (EUR 95.4 million).
SALES GROWTH Q1–Q3 2015
EFFECTS ON GROUP SALES
| Currency effects | 41.0 | 7.9 |
|---|---|---|
| Acquisitions | 105.5 | 20.3 |
| Organic growth | 7.6 | 1.5 |
| Sales Q1– Q3 2014 | 518.5 | |
| in EUR millions | share (in %) |
DEVELOPMENT OF DISTRIBUTION CHANNELS
| EJT | DS | |||
|---|---|---|---|---|
| Q1– Q3 | Q1– Q3 | Q1– Q3 | Q1– Q3 | |
| 2015 | 2014 | 2015 | 2014 | |
| Sales (in EUR millions) | 409.5 | 366.0 | 260.3 | 151.2 |
| Growth (in %) | 11.9 | 72.1 | ||
| Share of sales (in %) | 61.1 | 70.8 | 38.9 | 29.2 |
Improvement of the adjusted cost of materials ratio Adjusted costs of materials amounted to EUR 274.6 million in the 9-month period of 2015 and were thus 24.9% higher than in the same period of the previous year (EUR 219.8 million). Based on the revenue generated from January to September 2015, this means the adjusted materials ratio improved to 40.8% compared to last year (42.4%).
Adjusted costs of materials in the third quarter of 2015 amounted to EUR 89.3 million and were thus 29.1% higher than the previous year's figure of EUR 69.2 million. This is reflected in an adjusted material usage ratio compared to sales of 40.9% in the third quarter of 2015. Thus, the adjusted materials ratio improved again compared to the same period of the previous year (41.8%) and was slightly above the level of the previous quarter (Q2 2015: 40.5%). These improvements can be attributed to the Group-wide Global Excellence Programme and the optimisation measures implemented in this context.
In relation to overall performance, the adjusted materials ratio amounted to 40.5% for the period January to September 2015 (Q1– Q3 2014: 42.2%). Notes, p. 35.
Adjustments made to the costs of materials are related in an amount of EUR 2.5 million to expenses for raw materials and consumables used, which are a result of the remeasurement of acquired inventories within the purchase price allocation for the acquisition of NDS. The unadjusted cost of materials ratio in the 9-month period of 2015 was 41.2% (Q1– Q3 2014: 42.4%).
ADJUSTED COSTS OF MATERIALS AND MATERIALS RATIO
Improved adjusted gross margin
Adjusted gross profit (sales less the cost of materials and changes in inventories plus other own work capitalised) amounted to EUR 402.7 million at the end of the reporting period in 2015. This equates to an increase of 33.5% over the previous year's figure (EUR 301.6 million) and resulted in an improved adjusted gross margin (gross profit in relation to sales) of 59.9% (Q1– Q3 2014: 58.2%).
In the third quarter of 2015, NORMA Group generated adjusted gross profit of EUR 131.1 million, which was 32.7% higher than in the same quarter of the previous year (EUR 98.7 million). The adjusted gross margin in the third quarter of 2015 was once again at a very high level of 60.1%.
Adjusted personnel cost ratio declined slightly in the first nine months of the year
As of 30 September 2015, NORMA Group had 6,296 employees worldwide, including temporary workers. 4,985 of these employees can be attributed to the Group's core workforce, therefore the core workforce increased by 13.7% compared to last year. The strongest increase of 61.5% took place in the Americas which can be attributed to the acquisition of the US company NDS in October 2014. The staff increase in the growth region Asia-Pacific was 12.4%, while the number of employees in EMEA declined by 0.9%.
Due to the increase in the number of employees, but also as a result of exchange rate effects, adjusted expenses for employee benefits increased by 27.7% year on year from EUR 138.5 million to EUR 176.8 million during the period January to September 2015. Based on sales, this resulted in a slightly lower adjusted personnel cost ratio of 26.3% compared to the previous year (Q1– Q3 2014: 26.7%). Notes, p. 35.
Compared to the second quarter of 2015 (EUR 58.9 million), adjusted personnel expenses fell by 2.5% to EUR 57.4 million in the third quarter. The adjusted personnel cost ratio increased slightly to 26.3% in the third quarter of 2015 from 25.3% in the second quarter, however, due to the weaker sales performance.
With respect to employee benefits expenses, integration costs of EUR 0.3 million were adjusted.
PERSONNEL DEVELOPMENT
| 30 Sep 2015 |
30 Sep 2014 |
|
|---|---|---|
| EMEA | 2,792 | 2,818 |
| Americas | 1,415 | 876 |
| Asia-Pacific | 778 | 692 |
| Core workforce | 4,985 | 4,386 |
| Temporary workers | 1,311 | 1,006 |
| Total number of employees including temporary workers |
6,296 | 5,392 |
CORE WORKFORCE BY SEGMENT
Adjusted other operating income and expenses
In the first nine months of 2015, the balance of adjusted other operating income and expenses amounted to EUR – 89.4 million, which was thus 52.8% above the previous year's level of EUR – 58.5 million. This represents a 13.3% share of sales (Q1– Q3 2014: 11.3%). The increase is primarily due to the inclusion of NDS as well as exchange rate effects.
The balance of adjusted other operating income and expenses in the third quarter of 2015 amounted to EUR – 29.1 million, an increase of 51.0% compared to the same quarter of last year (EUR – 19.3 million). In terms of sales, this equates to a ratio of 13.4% (Q3 2014: 11.7%).
Compared to the second quarter of 2015, adjusted other operating income and expenses in the period July to September 2015 in relation to sales increased slightly disproportionately from 13.8% to 13.4%. Notes, p. 35.
Within other operating income and expenses, integration costs of EUR 0.4 million were adjusted in the 9-month period of 2015.
Adjusted operating result improved
Adjusted earnings before interest, taxes, depreciation and amortisation (EBITDA) amounted to EUR 136.5 million for the 9-month period of 2015, which means they were down 30.5% on the previous year (EUR 104.6 million). The EBITDA margin of 20.3% was at a slightly higher level compared to the previous year (Q1– Q3 2014: 20.2%).
Adjusted EBITA, which, in addition to the adjustments mentioned, is also adjusted to account for depreciation on intangible assets from purchase price allocations, amounted to EUR 120.6 million on 30 September 2015, which represents an increase of 30.8% over the previous year's figure (EUR 92.3 million). The resulting adjusted EBITA margin for the first nine months of 2015 is 17.9% and has thus remained at a sustainable high level (Q1– Q3 2014: 17.8%).
Adjusted EBITA was EUR 39.3 million in the third quarter of 2015, which represents a 34.7% increase over the same quarter of the previous year (EUR 29.2 million). The adjusted EBITA margin amounted to 18.0% (Q3 2014: 17.6%).
Adjusted EBITA was 6.8% lower in the third quarter than in the second quarter of 2015 (EUR 42.1 million). The margin decreased slightly by 0.1 percentage points (Q2 2015: 18.1%).
ADJUSTED EBITA AND ADJUSTED EBITA MARGIN
Financial result
The financial result for the 9-month period of 2015 was EUR – 13.7 million and thus improved by 9.2% compared to the same period of the previous year (EUR – 15.0 million). This is due to the negative one-time effects from the partial repayment of the syndicated loan in the first quarter of 2014 (EUR 5.4 million). From January to September 2015, the financial result adjusted for this effect decreased by 41.8% compared to the same period last year (Q1– Q3 2014: EUR – 9.6 million). Notes, p. 35.
The financial result for the third quarter of 2015 amounted to EUR – 5.2 million after EUR – 2.4 million in the same period last year. This is mainly due to the additional interest expense incurred by increased debt and currency effects.
Net interest expenses amounted to EUR 11.8 million for the 9-month period of 2015 and were thus, adjusted for the non-recurring items at the beginning of 2014 referred to earlier, EUR 4.1 million higher than in the comparable period of the previous year (EUR 7.7 million). This was mainly due to the loans taken out in conjunction with the acquisition of NDS in December 2015.
Adjusted earnings after taxes
Earnings after taxes adjusted for one-time effects and depreciation from purchase price allocations amounted to EUR 67.2 million in the reporting period of 2015 and were thus 24.9% higher than last year's level of EUR 53.8 million. Adjusted income taxes for the first nine months of 2015 amounted to EUR 34.3 million (Q1– Q3 2014: EUR 24.9 million). This resulted in a higher adjusted tax rate of 33.8% compared to the same period of last year (Q1– Q3 2014: 31.6%).
Adjusted income taxes for the third quarter of 2015 amounted to EUR 11.3 million (Q3 2014: EUR 8.3 million). This resulted in adjusted profit after taxes that amounted to EUR 20.8 million, an increase of 21.0% over the same quarter of the previous year (EUR 17.1 million).
Compared to the second quarter of this year (EUR 23.6 million), adjusted net income decreased by 11.9% in the third quarter.
Adjusted earnings per share
Adjusted earnings per share in the reporting period of 2015 were EUR 2.10 and thus 24.9% higher than in the same period of the previous year (EUR 1.68). Earnings per share were EUR 1.73 and therefore higher than last year (EUR 1.36).
Earnings per share in the third quarter of 2015 amounted to EUR 0.65, an increase of 21.0% over the previous year's figure of EUR 0.54. Notes, p. 35.
Net Asset Position
Total assets
Total assets as of 30 September 2015 amounted to EUR 1,156.3 million and were thus 7.2% higher than at the end of 2014 (EUR 1,078.4 million). Compared to 30 September 2014 (EUR 752.1 million), they increased by 53.7%.
Assets impacted by acquisition and currency effects
Non-current assets as of 30 September 2015 amounted to EUR 778.1 million. This means they increased slightly by 3.2% compared to 31 December 2014 (EUR 754.3 million). Compared to 30 September 2014, they increased by 65.0% (EUR 471.7 million). This is mainly due to the acquisition of NDS as well as exchange rate effects. The share of non-current assets to total assets was 67.3% as of 30 September 2015.
Current assets amounted to EUR 378.2 million as of 30 September 2015 and thus increased by 16.7% compared to the end of 2014 (EUR 324.1 million). Compared to the same day of the previous year (EUR 280.5 million), they rose by 34.9%.
The increase compared to the end of 2014 is mainly due to the 25.5% increase in receivables from goods and services to EUR 135.1 million as of 30 September 2015 (31 Dec 2014: EUR 107.7 million). Furthermore, inventories increased by 13.4% to EUR 130.3 million compared to the end of 2014 (31 Dec 2014: EUR 114.9 million). The increase in NORMA Group's activities in the reporting period was the main reason for this.
In addition, cash and cash equivalents increased by 12.7% to EUR 95.0 million as of 30 September 2015 compared to the end of 2014 (31 Dec 2014: EUR 84.3 million). The increase is due to the positive development of net cash from operating activities which more than compensated for the cash outflow for investments and in the area of financing activities.
Working capital increased
(Trade) working capital (inventories plus receivables less liabilities, both primarily from trade payables and trade receivables) was at EUR 168.6 million as of 30 September 2015, an 18.9% increase compared to 31 December 2014 (EUR 141.8 million). This is mainly due to the strong increase in business activity compared to the fourth quarter of 2014. Compared to 30 September 2014 (EUR 130.4 million), it rose by 29.3% mainly due to the acquisitions and for exchange rate effects.
Group equity ratio continues to improve
Group equity amounted to EUR 404.6 million on 30 September 2015 and thus increased by 9.9% compared to December 2014 (EUR 368.0 million). The equity ratio was 35.0% at the end of the reporting period and has improved steadily since the acquisition of NDS. The changes in equity resulted primarily from the net income, the dividend payment and currency translation differences. Notes, p. 37.
Net debt moderately lower
Net debt amounted to EUR 366.7 million as of 30 September 2015. This represents a decrease of 1.7% or EUR 6.4 million compared to 31 December 2014 (EUR 373.1 million). Net debt as of September 2015 included derivative liabilities of EUR 23.3 million (31 Dec 2014: EUR 20.2 million). Gearing (net debt in relation to equity) of 0.9 was slightly lower than it was at the end of 2014.
Non-current liabilities fall further while current liabilities rise Long-term net debt amounted to EUR 504.6 million as of 30 September 2015 and thus decreased by 9.1% compared to the end of 2014 (EUR 555.1 million). This can be attributed for the most part to the reclassification of the syndicated loan to shortterm liabilities in accordance with its maturity. Consequently, the associated derivative hedging instruments were reclassified. The proportion of long-term debt to total assets was 43.6% on the reporting date (31 Dec 2014: 51.5%). Long-term debt increased by 95.4% due to the inclusion of NDS and the related borrowing compared to 30 September 2014 (EUR 258.3 million).
As a result of the reclassification, but also due to the 19.8% increase in trade payables to EUR 96.9 million as of 30 September 2015 compared to the end of 2014 (31 Dec 2014: EUR 80.8 millions), current liabilities rose by 59.1% to EUR 247.1 million (31 Dec 2014: EUR 155.3 million). They thus accounted for 21.4% of total assets as of 30 September 2015 (31 Dec 2014: 14.4%). Notes, p. 38.
Compared to 30 September 2014, current liabilities increased by 77.8% (30 Sep 2014: EUR 139.0 million). This is mainly due to the reclassification of loans based on their maturities as well as to a 29.7% increase in trade payables compared to 30 September 2014 (30 Sep 2014: EUR 74.7 million).
Economic Report
Off-balance sheet financial instruments
NORMA Group relies on rental agreements (so-called operating leasing) for its financing, but only to a limited extent. These are not reflected in the Consolidated Financial Statements. In addition, a variety of supply chain financing programmes are used to improve working capital, including a supplier-side reverse factoring programme. An attempt is also made to optimise working capital on the customer side using the appropriate instruments. Furthermore, there were no other off-balance-sheet financing instruments in the reporting period January to September 2015.
Financial Position
Group-wide financial management
For a more detailed overview of NORMA Group's general financial management, please refer to the 2014 Annual Report. 2014 Annual Report, p. 72.
Adjusted operating net cash flow
Adjusted operating net cash flow for the 9-month period of 2015 amounted to EUR 92.2 million (Q1– Q3 2014: EUR 66.0 million). This was mainly influenced by the rise in EBITDA which more than compensated for the growth-related demand for working capital and the increased spending for investments. The main focus of investments in the amount of EUR 28.8 million (Q1– Q3 2014: EUR 23.8 million) was on the plants in Germany, Serbia, China and the USA.
In relation to total sales, adjusted operating net cash flow for the period January to September 2015 amounted to 13.7% (Q1– Q3 2014: 12.7%).
ADJUSTED OPERATING NET CASH FLOW
| in EUR millions | Q1– Q3 2015 |
Q1– Q3 2014 |
|---|---|---|
| Adjusted EBITDA | 136.5 | 104.6 |
| Change in working capital 1) | – 15.5 | – 14.8 |
| Investments from operating business | – 28.8 | – 23.8 |
| Adjusted operating net cash flow | 92.2 | 66.0 |
1) Adjusted for currency effects in the amount of EUR 11.3 million
(Q1–Q3 2014: EUR 4.7 million).
Cash flow from operating activities
NORMA Group generated cash flow from operating activities in the amount of EUR 95.9 million in the first nine months of 2015. The higher cash flow from operating activities compared to the previous year (Q1– Q3 2014: EUR 57.1 million) can be mainly attributed to the higher earnings before depreciation as well as the positive development of working capital.
In the third quarter of 2015, the inflow of funds from operating activities amounted to EUR 44.1 million and thus increased by 6.2% compared to the second quarter of 2015 (EUR 41.5 million). Cash flow from operating activities increased by 140.8% compared to the third quarter of the previous year (EUR 18.3 million).
Cash flow from investing activities
From January to September 2015, NORMA Group's cash outflow from investing activities amounted to EUR 28.4 million, which was at the same level as in the previous year (Q1– Q3 2014: EUR – 29.4 million). Investments in the 9-month period related mainly to projects aimed at expanding capacities in Germany, Serbia, China and the USA.
The investment ratio in the 9-month period of 2015 thus amounted to 4.2% of sales. Adjusted for acquisitions and proceeds from the sale of property, plant and equipment, this ratio was 4.3%.
The outflow of funds from investing activities in the third quarter of 2015 amounted to EUR – 10.0 million. Compared to the second quarter (EUR – 7.9 million), a planned increase of EUR 2.1 million was recorded for investment projects.
Cash flow from financing activities
From January to September 2015, NORMA Group posted cash outflow from financing activities of EUR 58.8 million (Q1– Q3 2014: EUR – 160.6 million). Cash flow from financing activities was mainly influenced by the repayment of loans (EUR 10.4 million) and the repayment of EUR 15.1 million in hedging derivatives. Furthermore, the dividend payment in the second quarter of 2015 resulted in a cash outflow of EUR 23.9 million.
The cash outflow from financing activities amounted to EUR 5.2 million in the third quarter of 2015 (Q3 2014: EUR – 17.9 million). This is mainly due to EUR 4.9 million in interest payments. Compared to the second quarter of 2015 (EUR – 41.3 million), cash outflow from financing activities has been reduced by EUR 36.1 million. This is mainly due to the cash outflows through dividend payments and the repayment of loans and hedging derivatives in the previous quarter.
SEGMENT REPORTING
In the first nine months of 2015, NORMA Group generated roughly 78% of total Group sales abroad (Q1– Q3 2014: 70%). The higher share of foreign sales is mainly attributable to the acquisition of NDS, which increased the share of the Americas region in Group sales.
EMEA region continues to grow moderately
External sales in the EMEA region amounted to EUR 314.4 million in the first nine months of 2015 and thus increased by 3.4% compared to the same period of the previous year (Q1– Q3 2014: EUR 304.1 million). The EMEA region therefore contributed around 47% to Group sales (Q1– Q3 2014: 58%).
Adjusted EBITDA in the EMEA region in the reporting period of 2015 amounted to EUR 67.4 million, a 2.3% increase compared to the previous year (EUR 65.8 million). This resulted in an adjusted EBITDA margin of 20.0% for the first nine months of 2015 (Q1– Q3 2014: 20.3%).
Investments in the 9-month period in 2015 amounted to EUR 8.2 million, which is 16.3% above the level of the previous year (EUR 7.0 million). The EMEA region's assets amounted to EUR 487.1 million as of 30 September 2015 (31 Dec 2014: EUR 496.4 million), which thus declined slightly by 1.9%.
Development of sales in the Americas impacted by acquisition
The Americas region achieved external sales of EUR 303.1 million during the reporting period of 2015 and thus 79.3% growth compared to the previous year (Q1– Q3 2014: EUR 169.1 million). Thus the share of the region now equates to approximately 45% of the Group's total consolidated sales (Q1– Q3 2014: 33%). The increase in the share of sales is mainly due to the acquisition of the US company NDS as well as exchange rate effects.
Adjusted EBITDA for the 9-month period in 2015 amounted to EUR 69.9 million, which means it increased and consequently more than doubled by 101.0% compared to the same period of the previous year (EUR 34.8 million). The adjusted EBITDA margin was 22.6% in the reporting period and therefore higher than in the previous year (Q1– Q3 2014: 19.9%). It thus still remains at a sustainable high level.
Investments in the 9-month period of 2015 amounted to EUR 10.1 million and were thus 12.8% lower compared to the same period of the previous year (Q1– Q3 2014: EUR 11.6 million). Assets amounted to EUR 627.1 million on 30 September 2015 and thus increased by 9.1% compared to the end of 2014 (EUR 574.9 million). This is mainly due to exchange rate effects.
Asia-Pacific continues to grow strongly
From January to September 2015, external sales amounted to EUR 55.0 million in the Asia-Pacific region and rose by 21.4% compared to the same period of the previous year (Q1– Q3 2014: EUR 45.3 million). The segment thus achieved a share of total sales of around 8% (Q1– Q3 2014: 9%).
Adjusted EBITDA in the reporting period of 2015 amounted to EUR 6.6 million and was thus 32.6% higher than in the previous year (EUR 5.0 million) due to the positive sales performance. The adjusted EBITDA margin amounted to 11.5% (Q1– Q3 2014: 10.6%).
Investments in the 9-month period of 2015 amounted to EUR 2.8 million, which represents an increase of 3.1% compared to last year (Q1– Q3 2014: EUR 2.7 million). Compared to the end of 2014, assets increased by 7.8% from EUR 71.9 million to EUR 77.5 million on 30 September 2015. The expansion of the second production plant in China was the main reason for this.
DEVELOPMENT OF SEGMENTS
| EMEA | Americas | Asia-Pacific | ||||
|---|---|---|---|---|---|---|
| in EUR millions | Q1– Q3 2015 | Q1– Q3 2014 | Q1– Q3 2015 | Q1– Q3 2014 | Q1– Q3 2015 | Q1– Q3 2014 |
| Total segment sales | 337.2 | 324.1 | 309.4 | 174.7 | 57.2 | 46.8 |
| External sales | 314.4 | 304.1 | 303.1 | 169.1 | 55.0 | 45.3 |
| Contribution to consolidated sales (in %) |
47 | 58 | 45 | 33 | 8 | 9 |
| Adjusted EBITDA 1) | 67.4 | 65.8 | 69.9 | 34.8 | 6.6 | 5.0 |
| Adjusted EBITDA margin 2) (in %) | 20.0 | 20.3 | 22.6 | 19.9 | 11.5 | 10.6 |
1) The adjustments are described in the Notes to the Consolidated Financial Statements. Notes, p. 33.
2) Based on segment sales.
SALES BY SEGMENT
NON-FINANCIAL PERFORMANCE INDICATORS
The most important non-financial control parameters for NORMA Group include the extent of market penetration, the Group's power of innovation, the employees' problem-solving behaviour and the sustainable overall development of NORMA Group. The development of these performance indicators in the period January to September 2015 is described below.
Other non-financial performance indicators include employee and environmental indicators and indicators on occupational safety and healthcare within the Group. They are reported on once a year. The 2014 Annual Report contains a more detailed description of these performance indicators. 2014 Annual Report, p. 82 ff.
Maintaining the Group's market position
NORMA Group always seeks to sustainably expand its business and achieve sales growth and profitability that is higher than average by industry comparison. Particularly by offering innovative solutions, NORMA Group is able to create value creation potential in various areas of application and numerous industries. The Group's organic growth is thus a sign of NORMA Group's market penetration.
Maintaining the Group's power of innovation
Sustainably securing its technological leadership is a key driver of NORMA Group's future growth. The Group uses patents as a way of protecting its innovations. The number of patent applications per year is therefore part of the internal control system and an indicator of the Company's innovative capacity. In addition, it is used to steer the long-term development strategy. NORMA Group also submitted applications for patents on new developments in the first nine months of 2015. 61 new patents (Q1– Q3 2014: 47) in total were registered in 16 patent families.
Quality and delivery reliability
NORMA Group stands for the highest possible reliability and quality of service. The reputation of its brands and reliability of its products are key factors in the Company's success. The Group therefore relies on the highest quality standards in developing and manufacturing its products. In order to minimise production losses and maximise customer satisfaction, NORMA Group measures and manages the problem solving behaviour of its employees by using two performance indicators: the average number of quality-related customer complaints per month and defective parts per million of manufactured parts (parts per million / PPM). The two metrics are collected and aggregated at Group level on a monthly basis. The number of defective parts (PPM) was 23 (Q1– Q3 2014: 13) on 30 September 2015. The average number of quality-related complaints per month was 9 (Q1– Q3 2014: 8).
Acting responsibly in all areas of the Company
NORMA Group considers it to be its main responsibility to bring the effects of its business activity into balance with the expectations and needs of society. For this reason, operational decisions are based on the principles of responsible company management and sustainable actions. NORMA Group's strategy and goals are influenced by its Corporate Responsibility (CR) policies and described in detail in the 2013 Sustainability Report.
Risk and Opportunity Report
NORMA Group is exposed to a wide variety of risks and opportunities which can have a positive or negative short-term or long-term impact on its financial position and performance. For this reason, risk and opportunity management represents an integral component of corporate management for NORMA Group SE, at both the Group management level and at the level of the individual companies and individual functional areas. Due to the fact that all corporate activities are associated with risks and opportunities, NORMA Group considers identifying, assessing, and managing opportunities and risks to be a fundamental component of executing its strategy, securing the short and long-term success of the Company and sustainably increasing shareholder value. In order to achieve this over the long-term, NORMA Group encourages its employees in all areas of the Company to remain conscious of risks and opportunities.
The 2014 Annual Report contains a detailed description of the Opportunity and Risk Management System. 2014 Annual Report, p. 90.
RISK AND OPPORTUNITY PROFILE OF NORMA GROUP
As part of the preparation and monitoring of its risk and opportunities profile, NORMA Group assesses risks and opportunities based on their financial impact and their probability of occurrence. The intervals used to perform this assessment are divided into the following five categories.
- Minor: up to 1% of current EBITA
- Low: more than 1% but less than 5% of current EBITA
- Moderate: more than 5% but less than 10%
- of current EBITA
- Significant: more than 10% but less than 25% of current EBITA
- Severe: more than 25% of current EBITA
The interval of the risk's or the opportunity's impact relates to the EBITA of the Group or segment provided that an individual assessment relates solely to a specific segment. The assessment of opportunities and risks whose financial impact has an effect on line items in the statement of comprehensive income below EBITA is also performed in relation to EBITA. The presented impact always reflects the effects of (counter)-measures implemented.
The probability of individual risks and opportunities occurring is quantified based on the following five categories:
- Highly unlikely: up to 3% probability of occurrence
- Unlikely: more than 3% but less than 10% probability of occurrence
- Possible: more than 10% but less than 40% probability of occurrence
- Likely: more than 40% but less than 80% probability of occurrence
- Very likely: more than 80% probability of occurrence
There were no significant changes in the assessment of risks and opportunities in the third quarter of 2015 compared to the data published in the 2014 Annual Report, except for the section on industry-specific and technological risks and opportunities.
Against the backdrop of current discussions about compliance with emission standards for diesel vehicles, NORMA Group sees slightly higher risks in terms of the demand for product solutions for this vehicle category compared to the previous quarter. The industry-specific and technological risks are therefore now considered to be possible with a moderate financial impact. But at the same time, opportunities can also arise from a possible further tightening of emission standards for diesel vehicles for NORMA Group in the industry-specific and technological area. These, however, are currently not sufficiently specific. Therefore they will continue to be considered possible with a moderate financial impact. The risk and opportunity portfolio for NORMA Group is thus as follows:
RISK AND OPPORTUNITY PORTFOLIO OF NORMA GROUP 1)
Financial risks and opportunities
| Default risk | • | ||
|---|---|---|---|
| Liquidity | Risks | • | |
| Opportunities | • | ||
| Currency | Risks | • | |
| Opportunities | • | ||
| Change in interest rates | Risks | • | |
| Opportunities | • |
Economic and cyclical risks and opportunities
Risks • • Opportunities • •
Industry-specific and technological risks and opportunities
Risks • • Opportunities • •
Risks and opportunities associated with corporate strategy
Risks • •
Opportunities • •
Operative risks and opportunities
| Commodity pricing | Risks | • |
|---|---|---|
| Opportunities | • | |
| Suppliers | Risks | • |
| Opportunities | • | |
| Quality and processes | Risks | • |
| Opportunities | • | |
| Customers | Risks | • |
| Opportunities | • |
Risks and opportunities of personnel management
Risks • •
Opportunities • •
IT-related risks and opportunities
Risks • • Opportunities • •
Legal risks and opportunities
| Disregard to standards | Risks | • |
|---|---|---|
| Social and environmental standards | Risks | • |
| Opportunities | • • |
|
| Property rights | Risks | • • |
| Opportunities | • • |
1) If not indicated differently, the risk assessment applies for all regional segments. unchanged higher lower
Risk and Opportunity Report
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1) If not indicated differently, the risk assessment applies for all regional segments. unchanged higher lower
Forecast Report
GENERAL ECONOMIC AND INDUSTRY-SPECIFIC CONDITIONS
World economy to grow again more strongly, but not until 2016
Due to the slowdown in growth in the emerging markets and only moderate growth in the industrial countries, the IMF has lowered its forecasts even further. They call for the global GDP to grow by only 3.1% instead of 3.3% in 2015 (2014: 3.4%). An acceleration of growth to 3.6% (3.8% previously) is expected, but not until 2016. The higher volatility on the financial markets, falling commodity prices and the pressure on the currencies of emerging markets also weigh heavy on the global economy as do the expected US turnaround in interest rates and the weak economy in China. For this reason, the IMF expects growth rates of 2.6% (2015) and 2.8% (2016) in the US. Growth rates of 6.8% (2015) and 6.3% (2016) are predicted for China. By contrast, the euro region has recovered somewhat. According to the IMF, GDP will grow by 1.5% in 2015 and by 1.6% in 2016.
Germany's economy in robust shape
Low interest rates and commodity prices and the devaluation of the euro make for a positive environment in Germany. Nevertheless, sluggish global growth, in particular the weakness of the emerging markets, slows down the momentum. For this reason, the ZEW Index has been declining since April due to more subdued economic expectations. By contrast, the Ifo Business Climate Index still suggests that the German economy is in good condition. Moreover, private consumption remains the most important pillar of the economy. According to the Autumn Joint Economic Forecast, the further increase in employment indicates a slightly accelerated increase in production. The institutes therefore estimate that GDP will grow by 1.8% respectively in 2015 and 2016, in other words parallel to the production potential.
Mechanical engineering with stable production in 2015, moderate upturn expected
In the wake of the expected slight recovery of industrial manufacturing in the industrialised countries and in the emerging economies as well in 2016, capacity utilisation should tend to increase. Investment programmes for stimulating the economy in some emerging markets could provide impetus for the sector. Accordingly, the economic researchers (Autumn Joint Economic Forecast) expect to see investment pick up in the euro region. Germany too will overcome its current reluctance. Investments in machinery and equipment should therefore increase slightly in the second half of 2015 if financing conditions remain favourable. The VDMA expects to see zero growth in production in 2015 because the existing gap cannot be compensated for.
Global automotive industry with a dip in growth, Western Europe on the rise
The automotive market has been developing extremely heterogeneously worldwide and the dynamics are therefore quite weak overall. The reasons for this are, in particular the relative weakness of the largest volume market of China and the sharp declines in sales in Russia, Brazil and Japan. Therefore, the expectations of global market growth were lowered again just recently. LMC Automotive (LMCA) has lowered its production forecast for light vehicles (LV up to 6 t) to an increase of only 0.8% or 87.9 million vehicles in 2015. At the regional level, the LMCA expects production to grow in Western Europe (+ 5.2%, 13.9 million LV) and North America (+ 3.0%, 17.5 million LV) in 2015. However, the Asia-Pacific region, which accounts for close to half of the LV manufactured, is expected to stagnate. Global production growth is expected to pick up again by + 4.1% in 2016.
Construction industry expected to gain momentum in Europe and Germany
Europe's construction industry is expected to gradually recover. The industry network Euroconstruct expects to see a 1.9% increase in construction output in real terms in its medium-term forecast for 2015 (2016: + 2.4%, 2017: + 2.6%). Due to high investment in infrastructure, Central and Eastern Europe should grow more strongly than Western Europe. For Germany, the research institutes (Autumn Joint Economic Forecast) expect the construction industry to recover by the end of 2015. Construction investment, supported by residential construction, is expected to increase by 1.0%. Furthermore, a broad upturn is expected in 2016, therefore investment in construction is expected to rise by 2.1%. The trade association HDB expects construction-related sales to increase by 2.0% in 2015 (residential + 3.0%, economic/public construction + 1.5% each).
GDP GROWTH RATES (REAL)
| in % | 2014 | Q1 2015 | Q2 2015 | Q3 2015 | 2015e | 2016e |
|---|---|---|---|---|---|---|
| World | + 3.4 | H1 2015: + 2.9 | --- | + 3.1 | + 3.6 | |
| USA | + 2.4 | + 0.6 1) | + 3.9 1) | + 1.5 1) | + 2.6 | + 2.8 |
| China | + 7.3 | + 7.0 | + 7.0 | + 6.9 | + 6.8 | + 6.3 |
| Euro zone | + 0.9 | + 1.2 | + 1.5 | + 1.7 2) | + 1.5 | + 1.6 |
| Germany | + 1.6 | + 1.2 | + 1.6 | H2 2015: + 2.1 3) | + 1.8 3) | + 1.8 3) |
Sources: IMF, US Department of Commerce, NBS China, Eurostat, German Central Bank
1) annualised rate, 2) Ifo estimate, 3) Autumn Joint Economic Forecast
2015 FORECAST ( UNCH A NG ED)
| Consolidated sales | solid organic growth of around 4% to 7%, in addition approximately EUR 110 million from acquisitions | |||||||
|---|---|---|---|---|---|---|---|---|
| EMEA: moderate organic growth | ||||||||
| Americas: solid organic growth, driven by acquisitions and positive currency effects | ||||||||
| APAC: over 10%, driven by stricter emission regulations and other factors | ||||||||
| EJT: solid growth | ||||||||
| DS: solid growth, driven by the acquisition of NDS | ||||||||
| Adjusted cost of materials ratio | roughly at the same level as in previous years | |||||||
| Personnel cost ratio | roughly at the same level as in previous years | |||||||
| Adjusted EBITA margin | sustainable at the same level as in previous years of more than 17.0% | |||||||
| Net financial income | up to EUR –18 million | |||||||
| Adjusted tax rate | around 33% to 35% | |||||||
| Adjusted earnings per share | solid increase | |||||||
| Investment rate (adjusted for acquisitions) | operationally at around the same level of around 4.5% | |||||||
| Operating net cash flow | slightly higher than the level of previous years (2013: EUR 103.9 million, 2014: EUR 103.2 million) | |||||||
| Dividend | approximately 30% to 35% of adjusted annual Group earnings |
FUTURE DEVELOPMENT OF NORMA GROUP
NORMA Group currently has no plans to make significant changes to either its goals or its strategy. Please refer to the 2014 Annual Report for a detailed description of its strategic goals. 2014 Annual Report, p. 60 ff.
NORMA Group continues to hold fast to the forecast published in the 2014 Annual Report and expects solid organic consolidated sales growth of around 4% to 7% for this year compared to 2014. Furthermore, the Group anticipates additional acquisition-related revenue of approximately EUR 110 million from the acquisitions of NDS and Five Star. In addition, the continued weakening of the euro will positively affect growth in foreign currencies.
The forecast with respect to the three regional segments EMEA, the Americas and Asia-Pacific, as well as the two distribution channels, Engineered Joining Technology and Distribution Services, is presented in great detail in the 2014 Annual Report. NORMA Group continues to hold fast to the statements made therein.
There were also no changes with respect to the main cost positions (material and personnel expenses). NORMA Group expects to see a continued constant development and therefore a stable material usage and personnel cost ratio compared to past years. As a result, and on the basis of continued Group-internal optimisation processes, NORMA Group sees itself in a position to be able to maintain the high level of its margin in 2015 as well and will strive to achieve a sustainable (adjusted) EBITA margin at the same level of previous years of over 17.0%.
Due to the issuance of yet another promissory note and the resulting higher net debt compared to last year, NORMA Group expects to achieve a financial result of up to EUR –18 million. This includes interest charges on the Group's gross debt with an average interest rate of around 3%, as well as other expenses for currency hedges and transaction costs.
On the basis of these projections, solid growth in financial year 2015 is assumed with respect to adjusted earnings per share. Sales growth and a sustained margin will contribute to this, as will earnings contributions from acquisitions. One-time effects are not considered.
NORMA Group thus confirms the forecast published in the 2014 Annual Report for financial year 2015. The probable development of all relevant performance indicators is presented once again in the table above.
GENERAL STATEMENT BY THE MANAGEMENT BOARD ON PROBABLE DEVELOPMENT
NORMA Group looks back on a solid development in the first nine months of 2015. The Management Board still holds fast to the unchanged forecast it issued for 2015.
Report on Transactions with Related Parties
In the reporting period January to September 2015, there were no significant transactions with related parties.
Supplementary Report
As of the date of publication of this report, no events were known that would have influenced the assets, financial and earnings position of NORMA Group.
Maintal, 4 November 2015
NORMA Group SE The Management Board
Werner Deggim Dr. Michael Schneider
Bernd Kleinhens John Stephenson
- Consolidated Statement of Financial Position
- Consolidated Statement of Comprehensive Income
- Consolidated Statement of Cash Flows
- 28 Consolidated Statement of Changes in Equity
- Segment Reporting
- Notes to the Consolidated Financial Statements (condensed)
Consolidated Statement of Financial Position
as of 30 September 2015
ASSETS
| in EUR thousands | Note | 30 Sep 2015 | 31 Dec 2014 | 30 Sep 2014 |
|---|---|---|---|---|
| Non-current assets | ||||
| Goodwill | (10) | 338,469 | 324,496 | 243,024 |
| Other intangible assets | (10) | 268,300 | 262,460 | 96,708 |
| Property, plant and equipment | (10) | 158,730 | 154,490 | 124,752 |
| Other non-financial assets | 275 | 782 | 582 | |
| Income tax assets | 435 | 933 | 841 | |
| Deferred income tax assets | 11,870 | 11,137 | 5,749 | |
| 778,079 | 754,298 | 471,656 | ||
| Current assets | ||||
| Inventories | (11) | 130,280 | 114,877 | 88,459 |
| Other non-financial assets | 12,474 | 10,545 | 10,709 | |
| Other financial assets | 2,677 | 2,198 | 0 | |
| Derivative financial assets | (17) | 1,180 | 3 | 26 |
| Income tax assets | 1,524 | 4,505 | 2,152 | |
| Trade and other receivables | (11) | 135,146 | 107,717 | 116,639 |
| Cash and cash equivalents | (18) | 94,965 | 84,271 | 62,482 |
| 378,246 | 324,116 | 280,467 |
| Total assets | 1,156,325 | 1,078,414 | 752,123 |
|---|---|---|---|
Consolidated Statement of Financial Position
EQUITY AND LIABILITIES
| in EUR thousands | Note | 30 Sep 2015 | 31 Dec 2014 | 30 Sep 2014 |
|---|---|---|---|---|
| Equity attributable to equity holders of the parent | ||||
| Subscribed capital | 31,862 | 31,862 | 31,862 | |
| Capital reserves | 210,325 | 216,468 | 216,381 | |
| Other reserves | 13,910 | 2,496 | – 220 | |
| Retained earnings | 147,491 | 116,218 | 105,831 | |
| Equity attributable to shareholders | 403,588 | 367,044 | 353,854 | |
| Non-controlling interests | 1,027 | 969 | 985 | |
| Total equity | (12) | 404,615 | 368,013 | 354,839 |
| Liabilities | ||||
| Non-current liabilities | ||||
| Retirement benefit obligations | 11,940 | 12,271 | 10,937 | |
| Provisions | (13) | 12,168 | 6,207 | 6,438 |
| Borrowings | (14) | 362,636 | 408,225 | 185,707 |
| Other non-financial liabilities | (15) | 1,460 | 1,790 | 1,671 |
| Other financial liabilities | 725 | 3,763 | 3,679 | |
| Derivative financial liabilities | (14), (17) | 3,616 | 18,177 | 16,203 |
| Deferred income tax liabilities | 112,039 | 104,647 | 33,639 | |
| 504,584 | 555,080 | 258,274 | ||
| Current liabilities | ||||
| Provisions | (13) | 6,062 | 8,142 | 7,240 |
| Borrowings | (14) | 69,704 | 22,721 | 19,304 |
| Other non-financial liabilities | (15) | 32,951 | 26,015 | 23,616 |
| Other financial liabilities | 5,335 | 2,445 | 2,431 | |
| Derivative financial liabilities | (14), (17) | 19,647 | 2,043 | 1,947 |
| Income tax liabilities | 16,560 | 13,126 | 9,778 | |
| Trade payables | 96,867 | 80,829 | 74,694 | |
| 247,126 | 155,321 | 139,010 | ||
| Total liabilities | 751,710 | 710,401 | 397,284 | |
| Total equity and liabilities | 1,156,325 | 1,078,414 | 752,123 |
Consolidated Statement of Comprehensive Income
for the period from 1 January to 30 September 2015
| in EUR thousands | Note | Q3 2015 | Q3 2014 | Q1 – Q3 2015 | Q1 – Q3 2014 |
|---|---|---|---|---|---|
| Revenue | (5) | 218,250 | 165,505 | 672,588 | 518,540 |
| Changes in inventories of finished goods and work in progress | 973 | 1,957 | 2,841 | 1,426 | |
| Other own work capitalised | 1,189 | 500 | 1,834 | 1,452 | |
| Raw materials and consumables used | (5) | – 89,349 | – 69,216 | – 277,019 | – 219,814 |
| Gross profit | 131,063 | 98,746 | 400,244 | 301,604 | |
| Other operating income | (6) | 2,519 | 2,238 | 8,920 | 5,249 |
| Other operating expenses | (6) | – 31,697 | – 22,998 | – 98,650 | – 65,195 |
| Employee benefits expense | (7) | – 57,658 | – 46,016 | – 177,073 | – 138,475 |
| Depreciation and amortisation | – 12,057 | – 8,280 | – 36,185 | – 23,898 | |
| Operating profit | 32,170 | 23,690 | 97,256 | 79,285 | |
| Financial income | 21 | 91 | 220 | 312 | |
| Financial costs | – 5,255 | – 2,483 | – 13,879 | – 15,350 | |
| Financial costs – net | (8) | – 5,234 | – 2,392 | – 13,659 | – 15,038 |
| Profit before income tax | 26,936 | 21,298 | 83,597 | 64,247 | |
| Income taxes | – 9,500 | – 6,932 | – 28,235 | – 20,944 | |
| PROFIT FOR THE PERIOD | 17,436 | 14,366 | 55,362 | 43,303 | |
| Other comprehensive income for the period, net of tax | |||||
| Other comprehensive income that can be reclassified to profit or loss, net of tax |
– 8,320 | 7,885 | 11,430 | 13,512 | |
| Exchange differences on translation of foreign operations | – 7,786 | 7,946 | 11,410 | 11,430 | |
| Cash flow hedges, net of tax | – 534 | – 61 | 20 | 2,082 | |
| Other comprehensive income for the period, net of tax | – 8,320 | 7,885 | 11,430 | 13,512 | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 9,116 | 22,251 | 66,792 | 56,815 | |
| Profit attributable to | |||||
| Shareholders of the parent | 17,387 | 14,304 | 55,170 | 43,169 | |
| Non-controlling interests | 49 | 62 | 192 | 134 | |
| 17,436 | 14,366 | 55,362 | 43,303 | ||
| Total comprehensive income attributable to | |||||
| Shareholders of the parent | 8,954 | 22,293 | 66,584 | 56,806 | |
| Non-controlling interests | 162 | – 42 | 208 | 9 | |
| 9,116 | 22,251 | 66,792 | 56,815 | ||
| Undiluted earnings per share (in EUR) | (9) | 0.55 | 0.45 | 1.73 | 1.36 |
| Diluted earnings per share (in EUR) | (9) | 0.55 | 0.45 | 1.73 | 1.35 |
Consolidated Statement of Cash Flows
for the period from 1 January to 30 September 2015
| in EUR thousands | Note | Q3 2014 | Q1 – Q3 2014 | ||
|---|---|---|---|---|---|
| Q3 2015 | Q1 – Q3 2015 | ||||
| Operating activities | |||||
| Profit for the period | 17,436 | 14,366 | 55,362 | 43,303 | |
| Depreciation and amortisation | 12,057 | 8,280 | 36,185 | 23,898 | |
| Gain (–)/loss (+) on disposal of property, plant and equipment | – 68 | 17 | – 78 | 32 | |
| Change in provisions | 388 | – 117 | – 626 | – 171 | |
| Change in deferred taxes | 290 | – 700 | – 921 | – 988 | |
| Change in inventories, trade account receivables and other receiv ables, which are not attributable to investing or financing activities |
16,586 | 1,810 | – 31,812 | – 30,317 | |
| Change in trade and other payables, which are not attributable to investing or financing activities |
– 7,192 | – 6,622 | 27,148 | 7,546 | |
| Payments for share based payments | 0 | 0 | – 2,265 | 0 | |
| Interest expenses of the period | 3,741 | 2,215 | 10,859 | 7,056 | |
| Expenses due to measurement of derivatives within a hedge | – 1,831 | 0 | 9,878 | 4,683 | |
| Other non-cash expenses/ income | 2,731 | – 922 | – 7,796 | 2,052 | |
| Net cash provided by operating activities | (18) | 44,138 | 18,327 | 95,934 | 57,094 |
| thereof interest received | 21 | 43 | 57 | 219 | |
| thereof income taxes | – 11,489 | – 13,824 | – 22,440 | – 26,914 | |
| Investing activities | |||||
| Payments for acquisitions of subsidiaries, net | 0 | – 848 | – 52 | – 5,786 | |
| Investments in property, plant and equipment and intangible assets | – 10,166 | – 11,740 | – 28,818 | – 23,829 | |
| Proceeds from sale of property, plant and equipment | 157 | 114 | 453 | 264 | |
| Net cash used in investing activities | – 10,009 | – 12,474 | – 28,417 | – 29,351 | |
| Financing activities | |||||
| Payments for shares in a subsidiary | 0 | 0 | 0 | – 907 | |
| Interest paid | – 4,902 | – 4,939 | – 9,390 | – 8,627 | |
| Dividends paid to shareholders | 0 | 0 | – 23,897 | – 22,304 | |
| Dividends paid to non-controlling interests | 0 | – 28 | – 150 | – 28 | |
| Proceeds from borrowings | 0 | 0 | 456 | 317 | |
| Repayment of borrowings | (14) | – 350 | – 12,807 | – 10,418 | – 121,999 |
| Repayment of hedging derivatives | (17) | 106 | 0 | – 15,132 | – 6,890 |
| Repayment of lease liabilities | – 49 | – 85 | – 222 | – 210 | |
| Net cash used in financing activities | (18) | – 5,195 | – 17,859 | – 58,753 | – 160,648 |
| Net decrease in cash and cash equivalents | 28,934 | – 12,006 | 8,764 | – 132,905 | |
| Cash and cash equivalents at beginning of the year | 67,417 | 73,482 | 84,271 | 194,188 | |
| Effect of foreign exchange rates on cash and cash equivalents | – 1,386 | 1,006 | 1,930 | 1,199 | |
| Cash and cash equivalents at end of the period | (18) | 94,965 | 62,482 | 94,965 | 62,482 |
Consolidated Statement of Changes in Equity
for the period from 1 January to 30 September 2015
| Attributable to equity holders of the parent |
||||
|---|---|---|---|---|
| in EUR thousands | Note | Subscribed capital | Capital reserves | |
| Balance as of 31 December 2013 | 31,862 | 215,927 | ||
| Changes in equity for the period | ||||
| Result for the period | ||||
| Exchange differences on translation of foreign operations | ||||
| Cash flow hedges, net of tax | ||||
| Total comprehensive income for the period | 0 | 0 | ||
| Stock options | 454 | |||
| Dividends paid | ||||
| Dividends paid to non-controlling interests | ||||
| Total transactions with owners for the period | 0 | 454 | ||
| Balance as of 30 September 2014 | (12) | 31,862 | 216,381 | |
| Balance as of 31 December 2014 | 31,862 | 216,468 | ||
| Changes in equity for the period | ||||
| Result for the period | ||||
| Exchange differences on translation of foreign operations | ||||
| Cash flow hedges, net of tax | (17) | |||
| Total comprehensive income for the period | 0 | 0 | ||
| Stock options | – 6,143 | |||
| Dividends paid | ||||
| Dividends paid to non-controlling interests | ||||
| Total transactions with owners for the period | 0 | – 6,143 | ||
| Balance as of 30 September 2015 | (12) | 31,862 | 210,325 | |
Consolidated Statement of Changes in Equity
| Attributable to equity holders of the parent |
||||
|---|---|---|---|---|
| Total equity | Non-controlling interests | Total | Retained earnings | Other reserves |
| 319,902 | 1,004 | 318,898 | 84,966 | – 13,857 |
| 43,303 | 134 | 43,169 | 43,169 | |
| 11,430 | – 125 | 11,555 | 11,555 | |
| 2,082 | 2,082 | 2,082 | ||
| 56,815 | 9 | 56,806 | 43,169 | 13,637 |
| 454 | 454 | |||
| – 22,304 | – 22,304 | – 22,304 | ||
| – 28 | – 28 | 0 | ||
| – 21,878 | – 28 | – 21,850 | – 22,304 | 0 |
| 354,839 | 985 | 353,854 | 105,831 | – 220 |
| 368,013 | 969 | 367,044 | 116,218 | 2,496 |
| 55,362 | 192 | 55,170 | 55,170 | |
| 11,410 | 16 | 11,394 | 11,394 | |
| 20 | 20 | 20 | ||
| 66,792 | 208 | 66,584 | 55,170 | 11,414 |
| – 6,143 | – 6,143 | |||
| – 23,897 | – 23,897 | – 23,897 | ||
| – 150 | – 150 | 0 | ||
| – 30,190 | – 150 | – 30,040 | – 23,897 | 0 |
| 404,615 | 1,027 | 403,588 | 147,491 | 13,910 |
Segment Reporting
for the period from 1 January to 30 September 2015
| EMEA | Americas | Asia-Pacific | ||||
|---|---|---|---|---|---|---|
| in EUR thousands | Q1 – Q3 2015 | Q1 – Q3 2014 | Q1 – Q3 2015 | Q1 – Q3 2014 | Q1 – Q3 2015 | Q1 – Q3 2014 |
| Total revenue | 337,239 | 324,088 | 309,415 | 174,661 | 57,158 | 46,838 |
| thereof inter-segment revenue | 22,813 | 19,960 | 6,298 | 5,589 | 2,113 | 1,498 |
| Revenue from external customers | 314,426 | 304,128 | 303,117 | 169,072 | 55,045 | 45,340 |
| Contribution to consolidated Group sales |
47% | 58 % | 45% | 33 % | 8% | 9 % |
| Gross profit 1) | 197,665 | 191,606 | 180,396 | 90,524 | 26,595 | 21,195 |
| Adjusted EBITDA2) | 67,363 | 65,828 | 69,924 | 34,780 | 6,600 | 4,978 |
| Depreciation without PPA depreciation 3) |
– 7,382 | – 7,153 | – 5,923 | – 3,225 | – 1,885 | – 1,400 |
| Adjusted EBITA2) | 59,981 | 58,675 | 64,001 | 31,555 | 4,715 | 3,578 |
| Assets (prior year as of 31 Dec 2014) 4) |
487,071 | 496,433 | 627,070 | 574,897 | 77,487 | 71,893 |
| Liabilities (prior year as of 31 Dec 2014) 5) |
104,965 | 145,082 | 355,179 | 346,317 | 27,439 | 23,116 |
| CAPEX | 8,171 | 7,023 | 10,084 | 11,563 | 2,766 | 2,684 |
1) In Q1 – Q3 2015 adjusted ( Note 4).
2) For details regarding the adjustments, refer to Note 4.
3) Depreciation from purchase price allocations.
4) Including allocated goodwill, taxes are shown within the column "consolidation."
5) Taxes are shown within the column "consolidation."
Segment Reporting
| Total segments | Central functions | Consolidation | Consolidated Group | ||||
|---|---|---|---|---|---|---|---|
| Q1 – Q3 2015 | Q1 – Q3 2014 | Q1 – Q3 2015 | Q1 – Q3 2014 | Q1 – Q3 2015 | Q1 – Q3 2014 | Q1 – Q3 2015 | Q1 – Q3 2014 |
| 703,812 | 545,587 | 22,523 | 21,853 | – 53,747 | – 48,900 | 672,588 | 518,540 |
| 31,224 | 27,047 | 22,523 | 21,853 | – 53,747 | – 48,900 | 0 | 0 |
| 672,588 | 518,540 | 0 | 0 | 0 | 0 | 672,588 | 518,540 |
| 100% | 100 % | ||||||
| 404,656 | 303,325 | n.a. | n.a. | – 1,951 | – 1,721 | 402,705 | 301,604 |
| 143,887 | 105,586 | – 6,878 | – 691 | – 485 | – 250 | 136,524 | 104,645 |
| – 15,190 | – 11,778 | – 687 | – 594 | 0 | 0 | – 15,877 | – 12,372 |
| 128,697 | 93,808 | – 7,565 | – 1,285 | – 485 | – 250 | 120,647 | 92,273 |
| 1,191,628 | 1,143,223 | 282,348 | 316,412 | – 317,651 | – 381,221 | 1,156,325 | 1,078,414 |
| 487,583 | 514,515 | 466,807 | 476,205 | – 202,680 | – 280,319 | 751,710 | 710,401 |
| 21,021 | 21,270 | 2,895 | 2,559 | 0 | 0 | 23,916 | 23,829 |
Notes to the Consolidated Financial Statements (condensed)
1. GENERAL INFORMATION
The condensed Consolidated Financial Statements of NORMA Group as of 30 September 2015 have been prepared in accordance with IAS 34 "Interim financial reporting" as adopted by the EU.
The condensed Consolidated Financial Statements are to be read in connection with the Consolidated Annual Financial Statements for 2014, which are available on the website @ http://investors.normagroup.com. All IFRS to be applied for financial years beginning 1 January 2015, as adopted by the EU, have been taken into account.
The condensed financial statements were approved by NORMA Group management on 3 November 2015 and released for publication.
2. BASIS OF PREPARATION
The condensed financial statements are prepared using the same accounting methods and consolidation principles as in the Notes to the Consolidated Annual Financial Statements for 2014. A detailed description of significant accounting principles is contained in the Consolidated Annual Financial Statements for 2014 ( Note 3 "Summary of significant accounting principles") except as described at recently adopted accounting pronouncements.
The following financial reporting standards were adopted for the first time with effect from 1 January 2015:
- IFRIC 21 "Levies"
- Changes in the context of the IASB project for annual improvements (Annual Improvements Project, AIP):
- Cycle: 2011 2013
The first-time adoption of these standards has had no significant effects on the Group's Consolidated Financial Statements or Notes to the Interim Financial Statements.
The most significant accounting policies are as follows:
Notes to the Consolidated Financial Statements (condensed)
| Position | Valuation method |
|---|---|
| Assets | |
| Goodwill | Impairment-only approach |
| Other intangible assets (except goodwill) - finite useful lives | Amortised costs |
| Other intangible assets (except goodwill) - indefinite useful lives | Impairment-only approach |
| Property, plant and equipment | Amortised costs |
| Derivative financial assets: | |
| Classified as cash flow hedge | At fair value in other comprehensive income |
| Classified as fair value hedge | At fair value through profit or loss |
| Without hedge accounting | At fair value through profit or loss |
| Inventories | Lower of cost or net realisable value |
| Other non-financial assets | Amortised costs |
| Other financial assets | Amortised costs |
| Trade receivables | Amortised costs |
| Cash and cash equivalents | Nominal amount |
| Liabilities | |
| Pensions | Projected unit credit method |
| Other provisions | Settlement amount |
| Borrowings | Amortised costs |
| Other non-financial liabilities | Amortised costs |
| Other financial liabilities (categories IAS 39): | |
| Financial liabilities at cost (FLAC) | Amortised costs |
| Derivative financial liabilities: | |
| Classified as cash flow hedge | At fair value in other comprehensive income |
| Classified as fair value hedge | At fair value through profit or loss |
| Without hedge accounting | At fair value through profit or loss |
| Contingent consideration | At fair value through profit or loss |
| Trade payables | Amortised costs |
The Consolidated Statement of Comprehensive Income has been prepared in accordance with the nature of expenses method.
The condensed financial statements are presented in 'euro' (EUR).
Income tax expenses are calculated with an expected tax rate for the full financial year which is based on the best estimate of the weighted average annual income tax rate.
3. BASIS OF CONSOLIDATION
The basis of consolidation for the Consolidated Financial Statements as of 30 September 2015 remains unchanged compared to 31 December 2014 and includes seven domestic and 39 foreign companies.
4. ADJUSTMENTS
In the first nine months of 2015, expenses amounting to EUR 3,083 thousand were normalised within EBITDA (Earnings before interest, taxes, depreciation and amortisation). These adjustments within the EBITDA are related in the amount of EUR 2,461 thousand to expenses for raw materials and consumables used, which are a result of the remeasurement of acquired inventories within the purchase price allocation for the
acquisition of National Diversified Sales, Inc. ("NDS"). Furthermore, expenses associated with the integration of the acquired entity in the amount of EUR 353 thousand were adjusted within other operating expenses and in the amount of EUR 269 thousand within employee benefits expense.
Besides the adjustments described, depreciation in the amount of EUR 1,696 thousand (Q1 – Q3 2014: EUR 822 thousand) and amortisation in the amount of EUR 13,077 thousand (Q1 – Q3 2014: EUR 6,777 thousand) from purchase price allocations were adjusted as in previous years.
In the first nine months of 2014, acquisition related expenses amounting to EUR 1,462 thousand, particularly associated with the acquisition of NDS, were adjusted within the other operation income and expenses. Furthermore, in the first nine months of 2014, an adjustment related to the repayment of the syndicated bank facilities in January 2014 in the amount of EUR 5,406 thousand was made within the financial result. In the first nine month of 2015, no adjustments were made within the financial result.
The theoretical taxes resulting from the adjustments are calculated using the respective tax rate of each Group entity and are considered within the adjusted earnings after taxes.
The following table shows the adjusted profit for the period:
| in EUR thousands | Q1 – Q3 2015 unadjusted |
Integration costs | Step-up effects from purchase price allocations |
Total adjustments |
Q1 – Q3 2015 adjusted |
|---|---|---|---|---|---|
| Revenue | 672,588 | 0 | 672,588 | ||
| Changes in inventories of finished goods and work in progress |
2,841 | 0 | 2,841 | ||
| Other own work capitalised | 1,834 | 0 | 1,834 | ||
| Raw materials and consumables used | – 277,019 | 2,461 | 2,461 | – 274,558 | |
| Gross profit | 400,244 | 0 | 2,461 | 2,461 | 402,705 |
| Other operating income and expenses | – 89,730 | 353 | 353 | – 89,377 | |
| Employee benefits expense | – 177,073 | 269 | 269 | – 176,804 | |
| EBITDA | 133,441 | 622 | 2,461 | 3,083 | 136,524 |
| Depreciation | – 17,573 | 1,696 | 1,696 | – 15,877 | |
| EBITA | 115,868 | 622 | 4,157 | 4,779 | 120,647 |
| Amortisation | – 18,612 | 13,077 | 13,077 | – 5,535 | |
| Operating profit (EBIT) | 97,256 | 622 | 17,234 | 17,856 | 115,112 |
| Financial costs – net | – 13,659 | 0 | – 13,659 | ||
| Profit before income tax | 83,597 | 622 | 17,234 | 17,856 | 101,453 |
| Income taxes | – 28,235 | – 211 | – 5,825 | – 6,036 | – 34,271 |
| Profit for the period | 55,362 | 411 | 11,409 | 11,820 | 67,182 |
| Non-controlling interests | 192 | 0 | 192 | ||
| Profit attributable to shareholders of the parent |
55,170 | 411 | 11,409 | 11,820 | 66,990 |
| Earnings per share (in EUR) | 1.73 | 2.10 |
| in EUR thousands | Q1 – Q3 2014 unadjusted |
Finance renegotiation |
M&A related costs |
Step-up effects from purchase price allocations |
Total adjustments |
Q1 – Q3 2014 adjusted |
|---|---|---|---|---|---|---|
| Revenue | 518,540 | 0 | 518,540 | |||
| Changes in inventories of finished goods and work in progress |
1,426 | 0 | 1,426 | |||
| Other own work capitalised | 1,452 | 0 | 1,452 | |||
| Raw materials and consumables used | – 219,814 | 0 | – 219,814 | |||
| Gross profit | 301,604 | 0 | 0 | 0 | 0 | 301,604 |
| Other operating income and expenses | – 59,946 | 1,462 | 1,462 | – 58,484 | ||
| Employee benefits expense | – 138,475 | 0 | – 138,475 | |||
| EBITDA | 103,183 | 0 | 1,462 | 0 | 1,462 | 104,645 |
| Depreciation | – 13,194 | 822 | 822 | – 12,372 | ||
| EBITA | 89,989 | 0 | 1,462 | 822 | 2,284 | 92,273 |
| Amortisation | – 10,704 | 6,777 | 6,777 | – 3,927 | ||
| Operating profit (EBIT) | 79,285 | 0 | 1,462 | 7,599 | 9,061 | 88,346 |
| Financial costs – net | – 15,038 | 5,406 | 5,406 | – 9,632 | ||
| Profit before income tax | 64,247 | 5,406 | 1,462 | 7,599 | 14,467 | 78,714 |
| Income taxes | – 20,944 | – 1,480 | – 400 | – 2,081 | – 3,961 | – 24,905 |
| Profit for the period | 43,303 | 3,926 | 1,062 | 5,518 | 10,506 | 53,809 |
| Non-controlling interests | 134 | 0 | 134 | |||
| Profit attributable to shareholders of the parent |
43,169 | 3,926 | 1,062 | 5,518 | 10,506 | 53,675 |
| Earnings per share (in EUR) | 1.36 | 1.68 |
Notes to the Consolidated Financial Statement of Comprehensive Income, Consolidated Statement of Financial Position and Other Notes
5. REVENUE AND RAW MATERIALS AND CONSUM-ABLES USED
Revenue for the first nine months of 2015 (EUR 672,588 thousand) was 29.7% higher than revenue for the first nine months of 2014 (EUR 518,540 thousand). The increase in revenue results from the inclusion of NDS, from positive currency effects and from organic growth. Revenues from NDS are fully allocated to Distribution Services.
Revenue recognised during the period related to the following:
| in EUR thousands | Q1 – Q3 2015 | Q1 – Q3 2014 |
|---|---|---|
| Engineered Joining Technology (EJT) | 409,537 | 365,985 |
| Distribution Services (DS) | 260,280 | 151,215 |
| Other revenue | 2,771 | 1,340 |
| 672,588 | 518,540 |
The raw materials and consumables used increased disproportionately lower in relation to revenues, leading to a ratio of 41.2% (Q1 – Q3 2014: 42.4%). Also in relation to the total value, raw materials and consumables used are, with a ratio of 40.9%, below last year's level (Q1 – Q3 2014: 42.2%).
6. OTHER OPERATING INCOME AND OTHER OPERATING EXPENSES
Other operating income in the first nine months of 2015 totalled EUR 8,920 thousand which was EUR 3,671 thousand higher than in the first nine months of 2014 (EUR 5,249 thousand). Other operating income included, in particular, operational currency gains in the amount of EUR 5,414 thousand (Q1 – Q3 2014: EUR 2,382 thousand), government grants and reversals from provisions and from accruals for variable compensation elements for employees.
Other operating expenses for the first nine months of 2015 (EUR 98,650 thousand) were 51.3% higher than other operating expenses for the first nine months of 2014 (EUR 65,195 thousand). The increase in comparison to the prior year period is due to the integration of NDS acquired in the fourth quarter of 2014 and currency effects. In relation to the total value, other operating expenses increased disproportionately higher with a ratio of 14.6% (Q1 – Q3 2014: 12.5%). The position other operating expenses included currency losses in the amount of EUR 5,468 thousand (Q1 – Q3 2014: EUR 2,128 thousand). The
composition of other operating expenses did not change significantly compared to financial year 2014.
7. EMPLOYEE BENEFITS EXPENSE
In the first nine months of 2015, employee benefits expense amounted to EUR 177,073 thousand compared to EUR 138,475 thousand in the first nine months of 2014. The increase of 27.9% is mainly due to an acquisition-related increase in the average headcount in the first nine months of 2015 compared to the first nine months of 2014. Furthermore, currency effects contributed to the increase in employee benefits expense. In relation to the total value, employee benefits expense increased disproportionately lower with a ratio of 26.1% (Q1 – Q3 2014: 26.6%).
Average headcount was 4,955 in the first nine months of 2015 (Q1 – Q3 2014: 4,279).
8. FINANCIAL RESULT
The financial result for the first nine months of 2015 (EUR – 13,659 thousand) changed by EUR 1,379 thousand compared to the first nine months of 2014 (EUR – 15,038 thousand). In the first nine months of 2015, net foreign exchange gains /losses (including income/ expense from the valuation of foreign exchange derivatives) amounted to EUR – 983 thousand (Q1 – Q3 2014: EUR – 737 thousand). Net interest expenses (EUR 11,806 thousand) increased by EUR 2,843 thousand in the first nine months of 2015 compared to the first nine months of 2014 (EUR 8,963 thousand). Adjusted for the one-off expenditures from the early repayment of the syndicated bank facilities in the first quarter of 2014, net interest expenses in the first nine months of 2014 amounted to EUR 7,726 thousand. Hence, net interest expenses in the first nine months of 2015 increased by EUR 4,080 thousand compared to the adjusted previous year amount, mainly due to the loans used to finance the acquisition of NDS.
9. EARNINGS PER SHARE
Earnings per share are calculated by dividing net income for the period attributable to NORMA Group's shareholders by the weighted average number of shares issued. NORMA Group has only issued common shares. In the first nine months of financial year 2015, the average weighted number of shares was 31,862,400 (Q1 – Q3 2014: 31,862,400).
Options issued out of the Matching Stock Programme ("MSP") for the Board of NORMA Group had dilutive effects on earnings per share in the first nine months of 2014. A detailed description of the MSP can be found in the Consolidated Annual Financial Statements for 2014; Note 28 "Share based payments." The dilutive effect on earnings per share is calculated using the treasury stock method.
The MSP tranche from 2011 was settled in cash in June 2015. This payment established a history for the remaining tranches of this programme (triggering event), which resulted in a change of classification from equity settlement to cash settlement of the outstanding tranches. For this reason, no dilutive stock options resulted from the remaining MSP tranches as of 30 September 2015 and therefore also no dilutive effects on earnings per share.
The change in goodwill is summarised as follows:
Earnings per share for the first nine months of 2015 are as follows:
| Q3 2015 | Q3 2014 | Q1 –Q3 2015 |
Q1 – Q3 2014 |
|
|---|---|---|---|---|
| Profit attributable to shareholders of the parent (in EUR thousands) |
17,387 | 14,304 | 55,170 | 43,169 |
| Number of weight ed shares |
31,862,400 | 31,862,400 | 31,862,400 | 31,862,400 |
| Effect of dilutive share-based payment |
0 | 224,889 | 0 | 224,889 |
| Number of weight ed shares (diluted) |
31,862,400 | 32,087,289 | 31,862,400 | 32,087,289 |
| Earnings per share undiluted (in EUR) |
0.55 | 0.45 | 1.73 | 1.36 |
| Earnings per share diluted (in EUR) |
0.55 | 0.45 | 1.73 | 1.35 |
In the first nine months of 2015 and 2014, the negative one-time issues described in Note 4 "Adjustments" influenced earnings per share.
10. PROPERTY, PLANT AND EQUIPMENT AND INTAN-GIBLE ASSETS
Intangible assets are as follows:
| Carrying amounts | ||
|---|---|---|
| in EUR thousands | 30 Sep 2015 | 31 Dec 2014 |
| Goodwill | 338,469 | 324,496 |
| Customer lists | 188,861 | 184,218 |
| Licenses, rights | 805 | 987 |
| Software | 10,095 | 11,637 |
| Trademarks | 44,609 | 42,028 |
| Patents & technology | 13,484 | 14,803 |
| Internally generated intangible assets | 6,891 | 6,190 |
| Intangible assets, other | 3,555 | 2,597 |
| Total | 606,769 | 586,956 |
The change in goodwill from EUR 324,496 thousand to EUR 338,469 thousand resulted from foreign exchange differences, mainly from the USD area and from the change of the initial purchase price allocation of NDS Note 21 "Business Combinations."
in EUR thousands
| 324,496 |
|---|
| – 256 |
| 14,229 |
| 338,469 |
For details regarding the historical development of the cumulative amortisation and impairments, please refer to Annual Report 2014. 2014 Annual Report, p. 146.
Tangible assets are as follows:
| Carrying amounts | ||||
|---|---|---|---|---|
| in EUR thousands | 30 Sep 2015 | 31 Dec 2014 | ||
| Land and buildings | 58,390 | 57,909 | ||
| Machinery and tools | 69,678 | 68,624 | ||
| Other equipment | 12,591 | 13,340 | ||
| Assets under construction | 18,071 | 14,617 | ||
| Total | 158,730 | 154,490 |
In the first nine months of 2015, EUR 23,916 thousand were invested in property, plant and equipment and intangible assets, including own work capitalised in the amount of EUR 1,834 thousand and finance leases in the amount of EUR 108 thousand. The main focus of investments was on expansion in Germany, Serbia, China and USA. There were no major disinvestments.
11. CURRENT ASSETS
The increase in current assets is due to an increase in trade receivables and inventories resulting from the increased sales volume in the third quarter of 2015 compared to the last quarter of 2014. Furthermore, cash and cash equivalents increased by EUR 10,694 thousand despite the repayment of liabilities from hedging derivatives in the amount of EUR 15,132 thousand, the repayment of bank borrowings in the amount of EUR 10,418 thousand, the dividend payment in the amount of EUR 23,897 thousand and payments for investments in the current year as well as repayments of liabilities from prior year investments in the amount of EUR 28,818 thousand.
ABS programme
In 2014, NORMA Group entered into a revolving asset purchase agreement (Receivables Purchase Agreement) with Weinberg Capital Ltd. (special purpose entity). Within the agreed structure, NORMA Group sells trade receivables in the context of an ABS transaction which was successfully initiated in December 2014. Receivables are sold by NORMA Group to the special purpose entity.
As of 30 September 2015, domestic NORMA Group entities had sold receivables in the amount of EUR 13.9 million (31 Dec 2014: EUR 11.9 million) under this asset-backed securities (ABS) programme with a maximum volume of EUR 25 million. Of the receivables sold, EUR 2.4 million (31 Dec 2014: EUR 1.9 million) were retained as loss reserves and were not paid out. A continuing involvement in the amount of EUR 248 thousand (31 Dec 2014: EUR 320 thousand) was recognised within other financial liabilities and includes the maximum amount that NORMA Group could conceivably have to pay back under the default guarantee and the expected interest payments until the payment is received for the carrying amount of the receivables transferred. The fair value of the guarantee/interest payments to be assumed has been estimated at EUR 1 thousand (31 Dec 2014: EUR 4 thousand), taken through profit or loss and recognised under other liabilities.
A detailed description of the ABS programme can be found in the Consolidated Annual Financial Statements for 2014; Note 23 "Trade receivables and other receivables."
12. EQUITY
Changes in equity resulted from the profit for the period (EUR 55,362 thousand), cash flow hedges (EUR 20 thousand) and exchange differences on translation of foreign operations (EUR 11,410 thousand). Furthermore, NORMA Group paid out dividends to non-controlling interests in the amount of EUR 150 thousand in the first nine months of 2015.
A dividend of EUR 23,897 thousand (EUR 0.75 per share) was paid to the shareholders of NORMA Group SE after the Annual Meeting in May 2015, which reduced the retained earnings.
Management incentive schemes
In the second quarter of 2015, the Matching Stock Programme ("MSP") for the Management Board of NORMA Group was switched over to cash settlement by resolution of the Supervisory Board. Due to the change in classification of the stock options from being a settlement in equity instruments to a cash settlement, the proportional fair value of the options were recalculated at the time of the change in estimates. The proportional expenses for the year 2015 up to the date of change in the amount of EUR 135 thousand were recognised within the capital reserve through profit or loss. The differences between the pro rata fair value on the grant date and the date of the change in the assessment in the amount of EUR 6,278 thousand were recognised directly in equity as a reduction of the capital reserve against a corresponding provision.
Authorised and conditional capital
The Management Board is entitled to increase the share capital by up to EUR 12,744,960.00 until 19 May 2020 by issuing up to 12,744,960 new no-par value registered shares in exchange for cash and / or contributions in kind either once or several times by resolution of the Annual General Meeting held on 20 May 2015, with the approval of the Supervisory Board, whereby the subscription rights of shareholders may be restricted (authorised capital 2015).
The share capital is being increased by up to EUR 3,186,240.00 by resolution of the Annual General Meeting on 20 May 2015 by issuing up to 3,186,240 new no-par value registered shares to grant convertible bonds and / or bonds with warrants (conditional capital 2015).
The resolutions of the Annual General Meeting of 6 April 2011, authorised capital 2011 and conditional capital 2011, were repealed.
13. PROVISIONS
Provisions increased from EUR 14,349 thousand as of 31 December 2014 to EUR 18,230 thousand as of 30 September 2015.
In the second quarter of 2015, the Matching Stock Programme (MSP) for NORMA Group's Management Board was changed to cash settlement by decision of the Supervisory Board. The accounting treatment has been modified accordingly ( Note 12 "Equity"). This leads to an increase in provisions by EUR 6,278 thousand at the date of change, of which EUR 2,265 thousand were paid out in the second quarter of 2015.
14. FINANCIAL DEBT
NORMA Group's net debt is as follows:
| in EUR thousands | 30 Sep 2015 | 31 Dec 2014 |
|---|---|---|
| Bank borrowings, net | 431,413 | 429,703 |
| Derivative financial liabilities – | ||
| hedge accounting | 23,181 | 20,220 |
| Derivative financial liabilities – | ||
| held for trading | 82 | 0 |
| Other borrowings | ||
| (e.g. factoring and reverse factoring) | 927 | 1,243 |
| Finance lease liabilities | 330 | 449 |
| Other financial liabilities | 5,730 | 5,759 |
| Financial debt | 461,663 | 457,374 |
| Cash and cash equivalents | 94,965 | 84,271 |
| Net debt | 366,698 | 373,103 |
NORMA Group's financial debt increased by 0.9% from EUR 457,374 thousand as of 31 December 2014 to EUR 461,663 thousand as of 30 September 2015. The increase within the bank borrowings is due to effects from changes in the exchange rates on the USD portion of the promissory note issued in financial year 2014. An opposite effect results from the scheduled repayment of parts of the syndicated bank facilities in the amount of EUR 9,600 thousand in June 2015. Furthermore, the negative market value of the hedging derivatives increased.
Compared to 31 December 2014 (EUR 373,103 thousand), net debt decreased by EUR 6,405 thousand or 1.7% to EUR 366,698 thousand. An increase in cash and cash equivalents in the amount of 10,694 positively influenced the net debt, whereby the described effects from the development of the exchange and market interest rates had negative effects on net debt.
The increase in cash and cash equivalents results from the increase of net cash provided by operating activities which overcompensated cash outflows from investing and financing activities.
The maturity of the syndicated bank facilities and the promissory note on 30 September 2015 is as follows:
| Total | 64,972 | 722 | 262,587 | 100,621 |
|---|---|---|---|---|
| Promissory note, net | 0 | 0 | 245,081 | 100,621 |
| Bank borrowings, net | 64,972 | 722 | 17,506 | 0 |
| in EUR thousands | year | years | years > 5 years | |
| up to 1 | > 1 year up to 2 |
> 2 years up to 5 |
The maturity of the syndicated bank facilities and the promissory note on 31 December 2014 is as follows:
| Total | 19,200 | 73,600 | 185,926 | 150,914 |
|---|---|---|---|---|
| Promissory note, net | 0 | 0 | 185,926 | 150,914 |
| Bank borrowings, net | 19,200 | 73,600 | 0 | 0 |
| in EUR thousands | up to 1 year |
> 1 year up to 2 years |
> 2 years up to 5 |
years > 5 years |
The syndicated bank facilities are hedged against foreign exchange rate and interest rate changes. Furthermore, tranches of the promissory note with variable interest rates are hedged against interest rate changes. The derivative liability increased from EUR 18,177 thousand as of 31 December 2014 to EUR 22,810 thousand as of 30 September 2015.
15. OTHER NON-FINANCIAL LIABILITIES
The other non-financial liabilities are as follows:
| in EUR thousands | 30 Sep 2015 | 31 Dec 2014 |
|---|---|---|
| Non-current | ||
| Government grants | 1,429 | 1,756 |
| Other liabilities | 31 | 34 |
| 1,460 | 1,790 | |
| Current | ||
| Government grants | 88 | 0 |
| Non-income tax liabilities | 4,387 | 2,337 |
| Social liabilities | 3,484 | 3,929 |
| Personnel-related liabilities | ||
| (e.g. holiday, bonus, premiums) | 22,755 | 17,588 |
| Deferred income | 1,120 | 1,244 |
| Prepayments received | 131 | 10 |
| Other liabilities | 986 | 907 |
| 32,951 | 26,015 | |
| Total other non-financial liabilities | 34,411 | 27,805 |
Notes to the Consolidated Financial Statements (condensed)
16. FINANCIAL INSTRUMENTS
Financial instruments according to classes and categories are as follows:
| Measurement basis IAS 39 | |||||||
|---|---|---|---|---|---|---|---|
| in EUR thousands | Category IAS 39 |
Carrying amount 30 Sep 2015 |
Amortised Cost | Fair value through profit or loss |
Derivatives used for hedging |
Measure ment basis IAS 17 |
Fair value 30 Sep 2015 |
| Financial assets | |||||||
| Derivative financial instruments – held for trading |
|||||||
| Foreign exchange derivatives | FAHfT | 44 | 44 | 44 | |||
| Derivative financial instruments – hedge accounting |
|||||||
| Foreign exchange derivatives – cash flow hedges |
n/a | 44 | 44 | 44 | |||
| Foreign exchange derivatives – fair value hedges |
FVtPL | 1,092 | 1,092 | 1,092 | |||
| Trade and other receivables | LaR | 135,146 | 135,146 | 135,146 | |||
| Other financial assets | LaR | 2,677 | 2,677 | 2,677 | |||
| Cash and cash equivalents | LaR | 94,965 | 94,965 | 94,965 | |||
| Financial liabilities | |||||||
| Borrowings | FLAC | 432,340 | 432,340 | 444,697 | |||
| Derivative financial instruments – held for trading |
|||||||
| Foreign exchange derivatives | FLHfT | 82 | 82 | 82 | |||
| Derivative financial instruments – | |||||||
| hedge accounting | |||||||
| Interest derivatives | n/a | 3,616 | 3,616 | 3,616 | |||
| Cross-currency swaps | n/a | 19,194 | 19,194 | 19,194 | |||
| Foreign exchange derivatives – cash flow hedges |
n/a | 113 | 113 | 113 | |||
| Foreign exchange derivatives – fair value hedges |
FVtPL | 258 | 258 | 258 | |||
| Trade payables | FLAC | 96,867 | 96,867 | 96,867 | |||
| Other financial liabilities | |||||||
| Contingent considerations | n/a | 3,405 | 3,405 | 3,405 | |||
| Other liabilities | FLAC | 2,325 | 2,325 | 2,325 | |||
| Finance lease liabilities | n/a | 330 | 330 | 340 | |||
| Totals per category | |||||||
| Financial assets held for trading (FAHfT) | 44 | 44 | 44 | ||||
| Financial assets at fair value through profit or loss (FVtPL) |
1,092 | 1,092 | 1,092 | ||||
| Loans and receivables (LaR) | 232,788 | 232,788 | 232,788 | ||||
| Financial liabilities held for trading (FLHfT) | 82 | 82 | 82 | ||||
| Financial liabilities at fair value through profit or loss (FVtPL) |
258 | 258 | 258 | ||||
| Financial liabilities at amortised cost (FLAC) | 531,532 | 531,532 | 543,889 |
| Measurement basis IAS 39 | |||||||
|---|---|---|---|---|---|---|---|
| in EUR thousands | Category IAS 39 |
Carrying amount 31 Dec 2014 |
Amortised Cost | Fair value through profit or loss |
Derivatives used for hedging |
Measure ment basis IAS 17 |
Fair value 31 Dec 2014 |
| Financial assets | |||||||
| Derivative financial instruments – hedge accounting |
|||||||
| Foreign exchange derivatives | n/a | 3 | 3 | 3 | |||
| Trade and other receivables | LaR | 107,717 | 107,717 | 107,717 | |||
| Other financial assets | LaR | 2,198 | 2,198 | 2,198 | |||
| Cash and cash equivalents | LaR | 84,271 | 84,271 | 84,271 | |||
| Financial liabilities | |||||||
| Borrowings | FLAC | 430,946 | 430,946 | 442,614 | |||
| Derivative financial instruments – hedge accounting |
|||||||
| Interest derivatives | n/a | 2,554 | 2,554 | 2,554 | |||
| Cross-currency swaps | n/a | 15,623 | 15,623 | 15,623 | |||
| Foreign exchange derivatives | n/a | 2,043 | 2,043 | 2,043 | |||
| Trade payables | FLAC | 80,829 | 80,829 | 80,829 | |||
| Other financial liabilities | |||||||
| Contingent considerations | n/a | 3,314 | 3,314 | 3,314 | |||
| Other liabilities | FLAC | 2,445 | 2,445 | 2,445 | |||
| Finance lease liabilities | n/a | 449 | 449 | 459 | |||
| Totals per category | |||||||
| Loans and receivables (LaR) | 194,186 | 194,186 | 194,186 | ||||
| Financial liabilities at amortised cost (FLAC) | 514,220 | 514,220 | 525,888 |
Financial instruments that are recognised in the balance sheet at amortised cost and for which the fair value is stated in the notes are also allocated within a three step fair value hierarchy.
The fair value calculation of the fixed-interest promissory note that is recognised at amortised cost and for which the fair value is stated in the notes was based on the market yield curve according to the zero coupon method considering credit spreads (level 2). Interests accrued on the reporting date are included.
Trade and other receivables and cash and cash equivalents have short-term maturities. Their carrying amounts on the reporting date equal their fair values, as the impact of discounting is not significant.
Trade payables and other financial liabilities have short maturities; therefore, the carrying amounts reported approximate the fair values. On 30 September 2015, a contingent consideration measured at fair value amounting to EUR 3,405 thousand from the acquisition of the business activities of Five Star Clamps, Inc. in the second quarter of 2014 is included in the position other financial liabilities.
The fair values of finance lease liabilities are calculated as the present values of the payments associated with the debts based on the applicable yield curve and NORMA Group's credit spread curve.
Derivative financial instruments used for hedging are carried at their respective fair values. They have been categorised entirely within level 2 in the fair value hierarchy.
None of the financial assets that are fully performing have been renegotiated.
The tables below provide an overview of the classification of financial assets and liabilities measured at fair value in the fair value hierarchy under IFRS 13 as of 30 September 2015 as well as of 31 December 2014:
| Total as of | ||||
|---|---|---|---|---|
| in EUR thousands | Level 11) | Level 22) | Level 33) | 30 Sep 2015 |
| Recurring fair value measurements | ||||
| Assets | ||||
| Foreign exchange derivatives – held for trading | 44 | 44 | ||
| Foreign exchange derivatives – cash flow hedges | 44 | 44 | ||
| Foreign exchange derivatives – fair value hedges | 1,092 | 1,092 | ||
| Total | 0 | 1,180 | 0 | 1,180 |
| Liabilities | ||||
| Cross-currency swaps – hedge accounting | 19,194 | 19,194 | ||
| Interest swaps – hedge accounting | 3,616 | 3,616 | ||
| Foreign exchange derivatives – held for trading | 82 | 82 | ||
| Foreign exchange derivatives – cash flow hedges | 113 | 113 | ||
| Foreign exchange derivatives – fair value hedges | 258 | 258 | ||
| Other financial liabilities | 3,405 | 3,405 | ||
| Total | 0 | 23,263 | 3,405 | 26,668 |
1) Fair value measurement based on quoted prices (unadjusted) in active markets for these or identical assets or liabilities.
2) Fair value measurement for the asset or liability based on inputs that are observable on active markets either directly
(i.e. as priced) or indirectly (i.e. derived from prices).
3) Fair value measurement for the asset or liability based on inputs that are not observable market data.
| in EUR thousands | Level 11) | Level 22) | Level 33) | Total as of 31 Dec 2014 |
|---|---|---|---|---|
| Recurring fair value measurements | ||||
| Assets | ||||
| Foreign exchange derivatives – cash flow hedges | 3 | 3 | ||
| Total | 0 | 3 | 0 | 3 |
| Liabilities | ||||
| Cross-currency swaps – cash flow hedges | 15,623 | 15,623 | ||
| Interest swaps – cash flow hedges | 2,554 | 2,554 | ||
| Foreign exchange derivatives – cash flow hedges | 172 | 172 | ||
| Foreign exchange derivatives – fair value hedges | 1,871 | 1,871 | ||
| Other financial liabilities | 3,314 | 3,314 | ||
| Total | 0 | 20,220 | 3,314 | 23,534 |
1) Fair value measurement based on quoted prices (unadjusted) in active markets for these or identical assets or liabilities.
2) Fair value measurement for the asset or liability based on inputs that are observable on active markets either directly
(i.e. as priced) or indirectly (i.e. derived from prices).
3) Fair value measurement for the asset or liability based on inputs that are not observable market data.
In the first nine months of 2015 and in the year 2014, no transfers between the different levels occurred.
The fair value of interest swaps and cross-currency swaps is calculated as the present value of estimated future cash flows. The fair value of forward foreign exchange contracts is determined using a present value model based on forward exchange rates.
Level 3 includes the fair value of a financial liability from a contingent consideration resulting from the acquisition of the business activities of Five Star Clamps, Inc. The agreement on the contingent consideration related to the acquisition of the business activities of Five Star Clamps, Inc. commits NORMA Group to pay an amount depending on certain revenues made by Five Star in financial year 2015 compared with certain revenues made in financial year 2012. If the ratio of the revenues is below 100%, the contingent consideration will be reduced linearly by the calculated difference. Furthermore, the agreement includes an appropriate market interest on the contingent consideration. The fair value of the contingent consideration was determined on the acquisition date while taking into account the budget of the Company and setting the maximum value at EUR 2,630 thousand (the contingent consideration is due in USD, therefore the amount in euro will vary without P&L effects). The parameter for which no observable market data is available is shown below:
Assumed revenue ratio: > 100%
A decrease in the estimated revenue ratio to a value below 100% would lead to a lower value of the contingent consideration.
The contingent consideration related to the acquisition of Guyco Pty Limited existing on 31 December 2014 in the amount of EUR 317 thousand, which was settled with a payment of EUR 317 thousand in the first quarter of 2015. The payment was equal to the outstanding fair value of the liability calculated on 30 June 2014.
The development of the financial liabilities that are recognised at fair value and assigned in level 3 of the fair value hierarchy is stated below:
| in EUR thousands | Contingent consideration in business combinations |
Total |
|---|---|---|
| Balance as of 1 January 2015 | 3,314 | 3,314 |
| Transfers to Level 3 | 0 | 0 |
| Gains and losses recognised in profit (–) or loss (+) |
140 | 140 |
| Payments | – 317 | – 317 |
| Currency effects | 268 | 268 |
| Balance as of 30 September 2015 |
3,405 | 3,405 |
| Total gains (–) or losses (+) for the period included in profit or loss, under 'Financial result' |
140 | 140 |
In the first nine months of 2015, EUR 140 thousand interest expenses were recognised in profit or loss for financial liabilities categorised in level 3, which are held on 30 September 2015. Currency effects on this liability amounting to EUR 268 thousand were recognised in other comprehensive income.
17. DERIVATIVE FINANCIAL INSTRUMENTS
The derivative financial instruments were as follows:
| 30 Sep 2015 | 31 Dec 2014 | ||
|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities |
| 19,194 | 15,623 | ||
| 3,616 | 2,554 | ||
| 44 | 82 | ||
| 44 | 113 | 3 | 172 |
| 1,092 | 258 | 1,871 | |
| 1,180 | 23,263 | 3 | 20,220 |
| 15,623 | |||
| 3,616 | 2,554 | ||
| 0 | 3,616 | 0 | 18,177 |
| 1,180 | 19,647 | 3 | 2,043 |
Foreign exchange derivatives
On 30 September 2015, foreign exchange derivatives with a positive market value of EUR 44 thousand and a negative market value of EUR 113 thousand were classified as cash flow hedges. Furthermore, foreign exchange derivatives with a positive market value of EUR 1,092 thousand and a negative market value of EUR 258 thousand were classified as fair value hedges.
As part of its financial risk management, NORMA Group not only employs traditional approaches, such as using so-called natural hedges to reduce USD exposure and rolling hedging with foreign currency derivatives, but has also delegated certain parts of its exposure to banking partners. The purpose of this instrument is to protect NORMA Group against any unfavourable exchange rate developments while at the same time letting the Company take advantage of positive developments
in foreign exchange markets. A dynamic protection concept with variable rate hedging is used here that analyses market trends on the basis of quantitative models and implements these findings in a technical security model. All activities must always follow the strict requirements of internal risk management. Foreign exchange derivatives resulting from the described dynamic protection concept are classified as held for trading. On 30 September 2015, this led to foreign exchange derivatives with a positive market value of EUR 44 thousand and a negative market value of EUR 82 thousand.
Interest rate swaps and cross-currency swaps
In order to avoid interest rate fluctuations, NORMA Group has hedged parts of the loans against changes in interest rates and exchange rates. The remaining part of NORMA Group's financing is hedged against interest rate changes.
The effective part recognised in other comprehensive income increased equity on 30 September 2015 by EUR 158 thousand before taxes. Of this amount, EUR – 5,959 thousand are due to the measurement of the derivatives held as cash flow hedges and EUR 3,529 thousand are the change in value of the underlying. In the period, an additional EUR 2,588 thousand before tax were reclassified from the hedging reserve to profit or loss and thus increased other comprehensive income.
Amounts recognised in the hedging reserve in equity will be released in profit or loss during the maturity of the loans.
18. INFORMATION ON THE CONSOLIDATED STATEMENT OF CASH FLOWS
In the statement of cash flows, a distinction is made between cash flows from operating activities, investing activities and financing activities.
Net cash provided by operating activities is derived indirectly from profit for the period. The profit for the period is adjusted to eliminate non-cash expenses such as depreciation and amortisation as well as expenses and payments for which the cash effects are investing or financing cash flows and to eliminate other non-cash expenses and income. Net cash provided by operating activities of EUR 95,934 thousand (Q1 – Q3 2014: EUR 57,094 thousand) represents changes in current assets, provisions and liabilities (excluding liabilities in connection with financing activities).
The Group participates in a reverse factoring programme and in an ABS programme. The payments to the factor and from the ABS programme are included in cash flows from operating activities, as this represents the economic substance of the transactions.
Net cash provided by operating activities includes in the first nine months of 2015 cash outflows from the payments of the cash settled share based payments of the MSP tranche 2011 for the Management Board of NORMA Group in the amount of EUR 2,265 thousand (Q1 – Q3 2014: EUR 0 thousand).
Net cash provided by operating activities is adjusted for other non-cash expenses and income, which results in the first nine months of 2015 from the non-cash personnel expenses from the Matching Stock Programme amounting to EUR 135 thousand (Q1 – Q3 2014: EUR 454 thousand) as well as non-cash interest expenses from the amortisation of accrued costs, directly attributable to the refinancing, amounting to EUR 1,022 thousand (Q1 – Q3 2014: EUR 2,152 thousand).
Furthermore, non-cash income (–) / expenses (+) from foreign exchange rate gains and losses on intragroup monetary items as well as external loans in the amount of EUR – 8,953 thousand (Q1 – Q3 2014: EUR – 542 thousand) are included in other noncash expenses and revenues.
Cash flows resulting from interest paid are disclosed as cash flows from financing activities.
Cash flows from investing activities include net cash outflows from the acquisition and disposal of property, plant and equipment and intangible assets amounting to EUR 28,365 thousand (Q1 – Q3 2014: EUR 23,565 thousand) including the repayment of liabilities from prior year investments in property, plant and equipment and intangible assets amounting to EUR – 5,010 thousand (Q1 – Q3 2014: EUR 0 thousand). Furthermore, net payments for acquisitions of subsidiaries in the amount of EUR 52 thousand (Q1 – Q3 2014: EUR 5,786 thousand) are included in the cash flows from investing activities.
Cash flows from financing activities mainly comprise outflows resulting from repayment of hedging derivatives in the amount of EUR 15,132 thousand (Q1 – Q3 2014: EUR 6,890 thousand), the repayment of financial debt in the amount of EUR 10,418 thousand (Q1 – Q3 2014: EUR 121,999 thousand), the payment of the dividend amounting to EUR 23,897 thousand (Q1 – Q3 2014: EUR 22,304 thousand) as well as cash flows resulting from interest paid (Q1 – Q3 2015: EUR – 9,390 thousand, Q1 – Q3 2014: EUR – 8,627 thousand).
Furthermore, dividend payments to non-controlling interests in the amount of EUR 150 thousand (Q1 – Q3 2014: EUR 28 thousand), proceeds from other loans amounting to EUR 456 thousand (Q1 – Q3 2014: 317 thousand) and repayments from finance lease liabilities in the amount of EUR 222 thousand (Q1 – Q3 2014: EUR 210 thousand) are disclosed as cash flows from financing activities.
The changes in balance sheet items that are presented in the Consolidated Statement of Cash Flows cannot be derived directly from the balance sheet, as the effects of currency translation are non-cash transactions and changes in the consolidated Group are shown directly in the net cash used in investing activities.
On 30 September 2015, cash and cash equivalents consisted of cash on hand and demand deposits of EUR 94,851 thousand (30 September 2014: EUR 62,414 thousand) as well as cash equivalents valued at EUR 114 thousand (30 September 2014: EUR 68 thousand).
19. SEGMENT REPORTING
NORMA Group identifies its segments on a regional level. The reportable segments of NORMA Group are EMEA, the Americas, and Asia-Pacific. NORMA Group's strategy includes regional growth targets. Distribution Services are focussed regionally and locally. EMEA, the Americas and Asia-Pacific have linked regional intercompany organisations of different functions. As a result, the Group's management reporting and controlling system has a strong regional focus. The product portfolio does not vary significantly between these segments.
NORMA Group measures the performance of its segments through profit or loss indicators which are referred to as "adjusted EBITDA" and "adjusted EBITA."
"Adjusted EBITDA" comprises revenue, changes in inventories of finished goods and work in progress, other own work capitalised, raw materials and consumables used, other operating income and expenses, and employee benefits expense, adjusted for material one-time effects. EBITDA is measured in a manner consistent with that used in the statement of comprehensive income.
"Adjusted EBITA" includes, in addition to EBITDA, the depreciation adjusted for depreciation from purchase price allocations.
In the first nine months of 2015, acquisition-related expenses that amounted to EUR 3,083 thousand, particularly associated with the acquisition of National Diversified Sales, Inc. ("NDS"), were adjusted within the EBITDA and EBITA. Adjustments in the amount of EUR 2,461 thousand are related to expenses for raw
materials and consumables used, resulting from the valuation of the inventories as part of the purchase price allocation in connection with the acquisition of NDS. Furthermore, expenses due to the integration of the acquired entity in the amount of EUR 353 thousand were adjusted within other operating expenses and in the amount of EUR 269 thousand within employee benefits expense. Besides, EBITA was adjusted for depreciation from purchase price allocations as in prior years Note 4 "Adjustments."
Inter-segment revenue is recorded at values that approximate third-party selling prices.
Segment assets comprise all assets less (current and deferred) income tax assets. Taxes are shown within the consolidation. Assets of the "Central Functions" include mainly cash and intercompany receivables.
Segment liabilities comprise all liabilities less (current and deferred) income tax liabilities. Taxes are shown within the consolidation. Liabilities of the "Central Functions" include mainly borrowings.
Segment assets and liabilities are measured in a manner consistent with that used in the statement of financial position.
20. CONTINGENCIES AND COMMITMENTS
Capital expenditure contracted for as of the balance sheet date, but not yet incurred, is as follows:
| in EUR thousands | 30 Sep 2015 | 31 Dec 2014 |
|---|---|---|
| Property, plant and equipment | 2,732 | 3,358 |
| 2,732 | 3,358 |
The Group has contingent liabilities with respect to legal claims arising as part of the ordinary course of business.
NORMA Group does not believe that any of these contingent liabilities will have a material adverse effect on its business or that any material liabilities will arise from contingent liabilities.
21. BUSINESS COMBINATIONS
Change of the initial purchase price allocation of National Diversified Sales, Inc. in the fourth quarter of 2014
The purchase price allocation was adjusted in the second quarter of 2015 based on the final determination of the Trade Working Capital Adjustment.
The following table summarises the consideration paid and the amounts of the assets acquired and liabilities assumed recognised on the acquisition date and on 30 September 2015:
| in EUR thousands | Initial purchase price allocation |
Corrections within the evaluation period |
Adjusted purchase price allocation |
|---|---|---|---|
| Consideration on 31 October 2014 | 140,991 | – 256 | 140,735 |
| Acquisition-related costs (included in other operating expenses in the consolidated financial statement of comprehensive income) |
4,162 | 4,162 | |
| Recognised amounts of identifiable assets acquired and liabilities assumed | |||
| Cash and cash equivalents | 11,139 | 0 | 11,139 |
| Property, plant and equipment | 21,338 | 0 | 21,338 |
| Trademarks | 25,321 | 0 | 25,321 |
| Customer lists | 132,005 | 0 | 132,005 |
| Patented Technology | 1,270 | 0 | 1,270 |
| Software | 242 | 0 | 242 |
| Inventory | 27,472 | 0 | 27,472 |
| Trade and other receivables | 17,737 | 0 | 17,737 |
| Trade payables and other liabilties | – 9,867 | 0 | – 9,867 |
| Loans | – 87,065 | 0 | – 87,065 |
| Finance lease liabilities | – 793 | 0 | – 793 |
| Personnel related liabilities | – 10,285 | 0 | – 10,285 |
| Tax assets | 777 | 777 | |
| Deferred tax assets | 4,852 | 0 | 4,852 |
| Deferred tax liabilties | – 68,536 | 0 | – 68,536 |
| Total identifiable net assets | 65,605 | 0 | 65,605 |
| Goodwill | 75,386 | – 256 | 75,130 |
| 140,991 | – 256 | 140,735 |
22. RELATED PARTY TRANSACTIONS
In the first nine months of 2015, NORMA Group had no reportable transactions with related parties.
23. EVENTS AFTER THE BALANCE SHEET DATE
As of 4 November 2015, no events were known that would have led to a material change in the disclosures or valuation of the assets and liabilities as of 30 September 2015.
Review
The interim report was neither audited according to Section 317 HGB nor reviewed by auditors.
Responsibility Statement
To the best of our knowledge, and in accordance with the applicable reporting 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 Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the material opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Maintal, 4 November 2015
NORMA Group SE Management Board
Bernd Kleinhens John Stephenson
Werner Deggim Dr. Michael Schneider
Financial Calendar 2016
| 17.02.2016 | Publication of Preliminary Financial Results 2015 |
|---|---|
| 23.03.2016 | Publication of Full Year Results 2015 |
| 04.05.2016 | Publication of Q1 Interim Results 2016 |
| 02.06.2016 | Annual General Meeting 2016, Frankfurt/Main |
| 03.08.2016 | Publication of Q2 Interim Results 2016 |
| 02.11.2016 | Publication of Q3 Interim Results 2016 |
The financial calendar is constantly updated. Please visit the Investor Relations section on the Company website @ http://investors.normagroup.com for up-to-date information.
Contact and Imprint
If you have any questions regarding NORMA Group or would like to be included in the distribution list, please contact the Investor Relations team:
E-mail: [email protected]
Andreas Trösch Vice President Investor Relations Phone: + 49 6181 6102 741 Fax: + 49 6181 6102 7641 E-mail: [email protected]
Dana Feuerberg Manager Investor Relations Phone: + 49 6181 6102 748 Fax: + 49 6181 6102 7648 E-mail: [email protected]
EDITOR
NORMA Group SE Edisonstraße 4 63477 Maintal, Germany
Phone: + 49 6181 6102 740 E-mail: [email protected] www.normagroup.com
CONCEPT AND LAYOUT 3st kommunikation, Mainz
Note on the interim report
This interim report is also available in German. If there are differences between the two, the German version takes priority.
Note on rounding
Please note that slight differences may arise as a result of the use of rounded amounts and percentages.
Forward– looking statements
This interim report contains certain future– oriented statements. Future– oriented statements include all statements which do not relate to historical facts and events and contain future– oriented expressions such as "believe", "estimate", "assume", "expect", "forecast", "intend", "could" or "should" or expressions of a similar kind. Such future– oriented statements are subject to risks and uncertainties since they relate to future events and are based on the company's current assumptions, which may not in the future take place or be fulfilled as expected. The company points out that such future– oriented statements provide no guarantee for the future and that the actual events including the financial position and profitability of the NORMA Group SE and developments in the economic and regulatory fundamentals may vary substantially (particularly on the down side) from those explicitly or implicitly assumed in these statements. Even if the actual assets for the NORMA Group SE, including its financial position and profitability and the economic and regulatory fundamentals, are in accordance with such future– oriented statements in this interim report, no guarantee can be given that this will continue to be the case in the future.
NORMA Group SE Edisonstraße 4 63477 Maintal, Germany
Phone: +49 6181 6102 740 E– mail: [email protected] www.normagroup.com