Quarterly Report • Aug 25, 2009
Quarterly Report
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HALF-YEAR REPORT AS OF JUNE 30, 2009
| in Euro million | Q1–Q2/2009 | Q1–Q2/2008 | Q2/2009 | Q2/2008 |
|---|---|---|---|---|
| Sales | 213.3 | 458.0 | 101.2 | 238.7 |
| Cost of sales | -178.7 | -377.0 | -85.6 | -196.2 |
| Gross profit | 34.6 | 81.0 | 15.6 | 42.5 |
| Adjusted loss/profit for the period | -9.9 | 21.1 | -4.6 | 11.7 |
| Adjusted EPS in Euro1) | -0.48 | 1.12 | – | – |
| Adjusted EBITDA | 6.1 | 43.7 | 3.0 | 22.5 |
| Adjusted EBIT | -1.3 | 37.5 | -0.8 | 19.4 |
| Operating cash flow2) | 21.0 | 20.3 | 15.5 | 18.0 |
| in Euro million | Q1–Q2/2009 | Q1–Q2/2008 | Q2/2009 | Q2/2008 |
|---|---|---|---|---|
| Europe | 104.9 | 326.8 | 47.8 | 170.2 |
| North America | 98.3 | 117.5 | 47.8 | 60.7 |
| Other | 10.1 | 13.7 | 5.6 | 7.8 |
| Total | 213.3 | 458.0 | 101.2 | 238.7 |
| in Euro million | Q1–Q2/2009 | Q1–Q2/2008 | Q2/2009 | Q2/2008 |
|---|---|---|---|---|
| Trailer Systems | 89.5 | 327.8 | 42.3 | 169.1 |
| Powered Vehicle Systems | 48.9 | 37.0 | 22.2 | 19.3 |
| Aftermarket | 74.9 | 93.2 | 36.7 | 50.3 |
| Total | 213.3 | 458.0 | 101.2 | 238.7 |
| 06/30/2009 | 03/31/2009 | 12/31/2008 | |
|---|---|---|---|
| Total assets (in EUR million) | 507.0 | 536.3 | 537.4 |
| Equity ratio (in %) | 10.5 | 12.3 | 13.4 |
| Q1–Q2/2009 | Q1/2009 | Q1–Q4/2008 | |
| Employees (average) | 2,291 | 2,256 | 2,799 |
| Sales per employee (in EUR thousand) | 93.1 | 49.7 | 285.4 |
08 GROUP INTERIM MANAGEMENT REPORT
09 II Overview of Business Development
19 IV Risk Report
23 Consolidated Statement Of Comprehensive Income
25 Consolidated Statement of Changes in Equity
Dear shareholders, business associates, and employees,
We made good progress with cost reductions and efficiency improvements in the first half year. This means that the impact of the dramatic drop in demand was not entirely felt in earnings: despite a sales decline in the Group of 53.4% to EUR 213.3 million as compared to the same period in the previous year, adjusted earnings before interest and taxes of EUR -1.3 million was nearly at the break-even level. Compared to the first half year of 2008, we were able to keep the gross margin basically stable at 16.2% .
A further focal point in the stabilization of the Group and its liquidity is the rapid decrease in net working capital. Here, too, we have been able to achieve success: in the first half year we reduced the net working capital by EUR 13.6 million. Inventories in particular have been cut quickly, by EUR 22.8 million to EUR 66.3 million within the last six months.
All of these activities cannot, however, hide the fact that the global economic crisis continues to significantly burden our business. Worldwide demand for trucks and trailers also fell in the second quarter. The European trailer market was hit particularly hard, experiencing a drop of up to 90%. The only exceptions to this trend are manufacturers of specialty vehicles such as tanker trucks and tanker semitrailers, freezers, or flatbed trucks. The situation was compounded by the fact that during the European boom until mid 2008, substan tial inventories of trucks and trailers as well as components had been built up. They are being depleted slower than originally expected and are therefore an additional obstacle to demand.
The markets in North America, however, are showing a gradual stabilization. This affects both trailers and heavy trucks. The aftermarket business also developed well, steadily gaining momentum in both North America and Europe. Furthermore, we anticipate an upturn in the truck market toward the end of the year because new emission requirements which take effect at the beginning of 2010 should lead to earlier purchases.
Against this backdrop, it is even more important for us to fortify the Company from the inside and to stabilize our strong global market position. A further important aspect is the securing of financing for the Company. To this end, the banks submitted a proposal on August 11, 2009 which would separate the operating business and assets of the Company from SAF-HOLLAND S.A. The economic conditions of such a solution are still to be negotiated. We expect to be in a position to announce concrete results within the next few weeks. With the separation, the operating business of the Company would be sustainably supported and financially secured.
We are not yet making a specific forecast for the current fiscal year. Our Group sales will be well below the level of the prior year and the annual result will also be significantly reduced. Reasons for this are the ongoing purchasing restraint and the corresponding insecurity of our clients with regard to their own business development.
With our strategy we have the right answer to the challenges we currently face. The measures have been implemented quickly and well. Particulary the expansion of our business activities and areas of competence are progressing well and showing initial success. We successfully launched our own axle production in North America and received the first new orders for our innovative suspension system with integrated disc-brake technology. In the aftermarket business we are rapidly expanding the service network with major OEM clients such as Volvo. The integration of the former Georg Fischer VKT GmbH is also providing positive results with synergies in sales and the aftermarket business.
These measures will pay a double dividend when the market recovers. We are well-positioned and see significant growth potential thanks to our global alignment and our leading technologies. We are therefore optimistic that we will be able to complete the tasks in front of us and come out of the crisis stronger than ever.
Best regards
Dr. Reiner Beutel Chief Executive Officer (CEO)
05
Global stock indices recovered in the second quarter. Following a half-year low at the end of February of EUR 0.35, SAF-HOLLAND's shares rose sharply. On the basis of a closing price of EUR 1.20 on December 30, 2008, our share had achieved significant gains by June 30 and doubled in value by the end of the second quarter to EUR 2.43.
The share's volatile performance at the beginning of the year was influenced – in addition to the general uncertainty on stock markets – by our discussions with the banks on adjus ting our financing to the new market conditions. After reaching a standstill agreement with our lenders and the extension of this agreement in June, the share rose at an aboveaverage rate. The banks' proposal to separate the operating units of the Company from the publicly-listed SAF-HOLLAND S.A., led to a collapse of the SAF-HOLLAND share price in August.
09 II OVERVIEW OF BUSINESS DEVELOPMENT
10 II.2 Significant Events in the First Half of 2009
14 II.5 Business Development in the Business Units
15 II.6 Financing
16 II.8 Liquidity
18 II.11 Research and Development
09
SAF-HOLLAND S.A., hereinafter also referred to as SAF-HOLLAND, the Group, or the Company, is one of the world's leading manufacturers and providers of premium systems and components for commercial vehicles (trucks and trailers) as well as for buses and recreational vehicles. The product range encompasses axle and suspension systems, fifth wheels, coupling devices, kingpins, and landing legs. The Group, with its three Business Units – Trailer Systems, Powered Vehicle Systems, and Aftermarket – currently utilizes 18 production sites in Europe, North America, Brazil, Australia, China, and India. In addition, the Company operates a worldwide service and distribution network.
The Company was founded in December 2005 for the purpose of acquiring SAF Group, a European market leader in the manufacture and sale of axles and axle systems for the trailer industry. The acquisition was carried out indirectly via two intermediaries on March 31, 2006. Similarly, the acquisition of the US-based Holland Group, an American market leader in the components and systems segment for the truck and trailer industry, was executed via an intermediary on December 18, 2006.
The economic situation weakened further in the second quarter of 2009. Governments in the most important industrial countries stabilized the financial sector, but the billions spent on economic stimulus programs have had little effect to date. At the same time unemployment, in Germany and in the USA for example, is rising. There are, however, a growing number of signs that the bottom of the deepest economic crisis since 1929 has been reached. The first relevant indicators such as the ifo business climate index in Germany point to an end of the crisis. Logistics companies are also anticipating stronger demand after a significant dip in transport volumes in recent months. Overall, the global economy is expected to shrink by 1.4% in the current year, as forecast by the International Monetary Fund.1) According to the most recent surveys from July 2009, a decrease of 2.6% is expected in the USA; this follows the contraction of 2.8% that had been predicted in April. For Germany, on the other hand, the forecast has again worsened with a decrease now expected to be at 6.2%. For the Euro zone, economic experts anticipate a contraction of 4.8%, of 6.5% for Russia and a contraction of 1.3% for Brazil. Countries remaining on a growth course and, according to the most recent surveys, even accelerating, include China with an expected growth of 7.5% and India with an expected growth of 5.4%. In light of the signs of a reversal of the downward trend, the International Monetary Fund is once again looking more optimistically into the future and has upwardly revised its 2010 growth forecast for the global economy from 1.9% to 2.5%. While Germany and the Euro zone must expect a further slight decline in economic output, the USA, Russia and Brazil should see a slight upswing according to the IMF. Growth in China and India will likely be stronger than in 2009 and should approach the growth levels seen in 2008 once again.
1) IMF, July 2009.
As a result of the difficult economic development, demand for trucks and trailers has fallen substantially around the world. Particularly affected was Europe, where in the first half year 52.4% fewer trucks (over 16 tons) were registered.1) With declines in the number of orders of up to 90%, the decrease among trailer manufacturers is even more dramatic. Kögel Fahrzeugwerke GmbH, an important and traditional manufacturer, was forced to declare bankruptcy after the end of the reporting period. In North America, demand is developing in a similarly reserved fashion, even though the decrease is less drastic owing to previously existing weaknesses in demand from 2007 and 2008. Accordingly, truck production (segment class 8) is expected to decline by 48.4% in the current year.2) New emission regulations beginning in 2010 should lead to pulling forward effects in terms of purchasing and thus at least stabilize demand at the end of the year. For 2010, an increase in production of 56.3% is anticipated. In the US trailer segment, market observers expect an increase of 44.8% in 2010 following a decrease in the current year of 40.7%.
In the second quarter, SAF-HOLLAND continued its cost reduction and efficiency improvement measures. This allowed us to cushion the decline in earnings and the substantial drop in demand. The focus was on savings in material and production costs and in personnel and non-personnel expenses. Negotiations with IG Metall and the works council in July led to a supplementary labor agreement for Germany which brings with it additional savings in the single-digit million range. In return, employees at our locations in Wörth am Main and Bessenbach received employment guarantees and a guarantee that the locations would not be closed. These savings will be shifted to the total package of EUR 43 million which we will have implemented by the end of 2009. This follows the cost reduction package in the amount of EUR 16 million from 2008.
With Group sales of EUR 213.3 million (previous year: 458.0), adjusted earnings before interest and taxes (EBIT) were at EUR -1.3 million (previous year: 37.5). The drastic decline in the European trailer market, which last year had seen strong growth, was a particular burden on our business.
The inventory cutbacks that we initiated in the past year were successfully continued in the first half of this year. In total inventories fell to EUR 66.3 million (December 31, 2008: 85.8). We are thereby steadily approaching our goal of a scope of inventory of 45 days of sales by the end of the year.
In the second quarter, we disbanded our joint ventures with AL-KO in China as planned. We have thus reduced the number of our China locations from three to two, which reduces our costs and makes additional synergy effects possible.
The development of our own axle production in North America has been pleasing – an example of the successful transfer of technology between the former SAF in Europe and the former Holland in North America. Since February we have been successively replacing competitors' products that we had purchased in the past with our own axle systems in North America and in the second quarter received the first new orders for our innovative suspension system with integrated disc-brake technology.
1) ACEA, July 2009.
2) ACT, July 2009.
Since the beginning of this year, Daimler Trucks North America LLC, the largest manufacturer of heavy trucks in North America, has included the SAF-HOLLAND FWAL aluminum fifth wheel in its product range. SAF-HOLLAND developed this product in cooperation with Alcoa, the world market leader in aluminum processing. FWAL is not only up to 40 kg lighter than comparable products from our competitors, it also distinguishes itself through lower oil consumption in the care and maintenance of the fifth wheel. Along with being environmentaly friendly, it supports in particular the SAF-HOLLAND strategy of offering the customer products with low life-cycle costs.
Our Aftermarket Business Unit further strengthened its sales potential in the spare parts business. Within the scope of a cooperation, the Volvo Truck Corporation has been offering spare parts from SAF-HOLLAND as part of its product range for several weeks. They supply service points throughout Europe. SAF-HOLLAND has significantly expanded its network of service and distribution centers in recent years in Europe, America, Asia, Africa and Australia.
The commercial vehicle and trailer markets experienced another significant downturn in the second quarter. Against this backdrop, Group sales at SAF-HOLLAND fell in the first half-year by over 50% to EUR 213.3 million (previous year: 458.0). Adjusted for exchange rate changes, sales declined by 56.4% to EUR 199.7 million. The holidays in April and a weak May particularly hurt sales in the second quarter. In this period we had total sales of EUR 101.2 million (previous year: 238.7), although in June 2009 we generated the second highest monthly sales of the year. The strongest decline was recorded by the European business with a fall of 67.9% to EUR 104.9 million (previous year: 326.8). The North American business showed a comparatively moderate sales decrease of 16.3% to EUR 98.3 million (previous year: 117.5) in the first six months. In the remaining regions volume fell to EUR 10.1 million from EUR 13.7 million in the same period of the previous year.
As in the first three months of the year, high inventories of new trucks and trailers in Europe as well as excess stocks of axles and axle components at the trailer manufacturers and spare parts at wholesalers burdened manufacturers' sales. Reductions in these inventories is progressing slower than we had initially expected. We nevertheless assume that the market will improve as soon as inventories reach a normal volume. Our sales de velopment mirrors the economic trends in our markets. This means that the effects of the financial and economic crisis have hit Europe particularly hard. The North American economy reacted less drastically because the real-estate crisis there in 2007 had already had a significant impact and the transport and logistics industry, among others, had already weakened.
| Q1–Q2/2009 (exchange rate |
||||||
|---|---|---|---|---|---|---|
| in EUR million | Q1–Q2/2009 | adjusted) | Q1–Q2/2008 | |||
| Europe | 104.9 | 49.2% | 104.9 | 52.5% | 326.8 | 71.3% |
| North America | 98.3 | 46.1% | 85.7 | 42.9% | 117.5 | 25.7% |
| Other | 10.1 | 4.7% | 9.1 | 4.6% | 13.7 | 3.0% |
| Total | 213.3 | 100.0% | 199.7 | 100.0% | 458.0 | 100.0% |
| Q2/2009 (exchange rate |
||||||
|---|---|---|---|---|---|---|
| in EUR million | Q2/2009 | adjusted) | Q2/2008 | |||
| Europe | 47.8 | 47.2% | 47.8 | 50.6% | 170.2 | 71.3% |
| North America | 47.8 | 47.2% | 41.6 | 44.0% | 60.7 | 25.4% |
| Other | 5.6 | 5.6% | 5.1 | 5.4% | 7.8 | 3.3% |
| Total | 101.2 | 100.0% | 94.5 | 100.0% | 238.7 | 100.0% |
| Q1–Q2/2009 (exchange rate |
||||||
|---|---|---|---|---|---|---|
| in EUR million | Q1–Q2/2009 | adjusted) | Q1–Q2/2008 | |||
| Trailer Systems | 89.5 | 42.0% | 86.0 | 43.1% | 327.8 | 71.6% |
| Powered Vehicle Systems | 48.9 | 22.9% | 43.7 | 21.9% | 37.0 | 8.1% |
| Aftermarket | 74.9 | 35.1% | 70.0 | 35.0% | 93.2 | 20.3% |
| Total | 213.3 | 100.0% | 199.7 | 100.0% | 458.0 | 100.0% |
| Q2/2009 (exchange rate |
|||||
|---|---|---|---|---|---|
| Q2/2009 | adjusted) | Q2/2008 | |||
| 42.3 | 41.8% | 40.6 | 43.0% | 169.1 | 70.8% |
| 22.2 | 21.9% | 19.7 | 20.8% | 19.3 | 8.1% |
| 36.7 | 36.3% | 34.2 | 36.2% | 50.3 | 21.1% |
| 101.2 | 100.0% | 94.5 | 100.0% | 238.7 | 100.0% |
The cost reduction and efficiency improvement measures started in 2007 in North America and at the end of 2008 in Europe were intensified in the first half of 2009 and continue to have a positive effect. This is confirmed by the still high gross margin which, at 16.2%, was only slightly below the previous year's figure of 17.7%. Nevertheless, the burdens from the drastic decrease in sales could not be completely offset. Extraordinary expenses were primarily the result of consulting costs within the scope of the current bank negotiations. Adjusted EBIT for the first half year amounted to EUR -1.3 million (previous year: 37.5). Of that amount, the second quarter accounted for EUR -0.8 million (previous year: 19.4). In June, thanks to the cost reductions, a positive EBIT on a monthly basis was achieved again for the first time this year. In the first six months, adjusted profit for the period reached EUR -9.9 million (previous year: 21.1). Adjusted earnings per share were EUR -0.48 (previous year: 1.12).
EBIT was adjusted for the following effects that are not originally attributable to the operating business: depreciation and amortization on the purchase price allocations as well as restructuring and integration costs.
| in EUR million | Q1–Q2/2009 | Q1–Q2/2008 | Q2/2009 | Q2/2008 |
|---|---|---|---|---|
| Loss/profit for the period | -16.9 | 17.3 | -8.6 | 9.7 |
| Taxes on income | -2.8 | 8.2 | -1.4 | 4.7 |
| Finance result | 12.5 | 8.0 | 5.6 | 3.0 |
| Depreciation and amortization from PPA1) | 3.5 | 3.0 | 1.7 | 1.5 |
| Step-up inventory from PPA1) | – | 0.3 | – | 0.3 |
| Restructuring and integration costs | 2.4 | 0.7 | 1.9 | 0.2 |
| Adjusted EBIT | -1.3 | 37.5 | -0.8 | 19.4 |
| as a percentage of sales | -0.6 | 8.2 | -0.8 | 8.1 |
| Depreciation and amortization | 7.4 | 6.2 | 3.8 | 3.1 |
| Adjusted EBITDA | 6.1 | 43.7 | 3.0 | 22.5 |
| as a percentage of sales | 2.9 | 9.5 | 3.0 | 9.4 |
| Depreciation and amortization | -7.4 | -6.2 | -3.8 | -3.1 |
| Finance result | -12.5 | -8.0 | -5.6 | -3.0 |
| Adjusted loss/profit before tax | -13.8 | 29.5 | -6.4 | 16.4 |
| Taxes on income 2) | 3.9 | -8.4 | 1.8 | -4.7 |
| Adjusted loss/profit for the period | -9.9 | 21.1 | -4.6 | 11.7 |
| as a percentage of sales | -4.6 | 4.6 | -4.5 | 4.9 |
| Number of shares3) | 20,702,275 | 18,837,375 | ||
| Adjusted earnings per share (EPS) EUR | -0.48 | 1.12 |
1) Purchase price allocation (PPA) from the acquisition of SAF Group and Holland Group in 2006 as well as Austin-Westran Machinery Co., Ltd. and the SAF-HOLLAND Verkehrstechnik GmbH in 2008.
2) A uniform tax rate of 28.59% was assumed for the calculation.
3) Number of ordinary shares as of June 30.
13
The Trailer Systems Business Unit recorded its weakest sales development ever in the second quarter. Declines in volume of up to 90% in Europe as well as temporary factory closings by customers in Europe and the USA weakened sales. The markets for standard trailers have been hit especially hard, whereas demand for specialty trailers has for the most part remained stable. In contrast to the very weak months of April and May, sales of trailer systems in North America and Europe rallied in June. Production of our own axles has been underway in the USA since February. As planned, they will as a first step replace the axles that had been purchased in the USA. The next step will be to expand the business through the addition of new business. In the second quarter we received the first orders in North America for axle systems with SAF-HOLLAND disc brakes including Integral™ technology. In the midterm, our business in the USA could benefit from new braking regulations set to begin taking effect in 2011. These new regulations require that braking distances for new trucks be reduced by 30%.
Overall in this segment we generated sales of EUR 89.5 million (previous year: 327.8) in the first six months. Adjusted for exchange rate effects this figure was at EUR 86.0 million. The adjusted gross margin fell as a result of the substantial underutilization of capacity to -3.8% (previous year: 13.0). The Business Unit's share of total sales fell to 42.0% (previous year: 71.6).
The Powered Vehicle Systems Business Unit profited again in the second quarter from a good product mix and a major order with a strong margin in the USA. Moreover, according to estimates from the leading market research institutes in the USA, the North American truck market has stabilized. At the end of the current year, new emission regulations which are scheduled to take effect in 2010 will also contribute to a revival of the US truck market.
The Business Unit boosted sales by 32.2% to EUR 48.9 million (previous year: 37.0). The exchange rate-adjusted sales figure was EUR 43.7 million. This increase is partly attributable to the integration of the former Georg Fischer Verkehrstechnik GmbH. The gross margin rose significantly to 21.1% (previous year: 14.9). Overall, the Powered Vehicle Systems Business Unit's share of the Company's total sales volume rose to 22.9% (previous year: 8.1).
The Aftermarket Business Unit developed especially well from March onward. The upswing was felt both in Europe and in North America. Here, the growth opportunities announced in connection with the acquisition of Georg Fischer VKT were confirmed. In addition, we managed to generate new orders in the Middle East. The ongoing expansion of the international service and distribution network provides the aftermarket business with a stable foundation and strong growth opportunities.
In the first six months of the year, the segment generated sales totaling EUR 74.9 million (previous year: 93.2), or EUR 70.0 million after exchange rate adjustment. The gross margin rose to 37.8% (previous year: 35.4). The Aftermarket Business Unit increased its share of total Company sales to 35.1% (previous year: 20.3). With the increasing number of installed axles in the market, this segment will continue to grow, particularly in Europe, and to gain importance for the Group as a stabilizing factor on sales and earnings.
| as a percentage of sales |
-3.8 | 13.0 | 21.1 | 14.9 | 37.8 | 35.4 | – | 16.2 | 17.7 |
|---|---|---|---|---|---|---|---|---|---|
| Gross profit | -3.4 | 42.5 | 10.3 | 5.5 | 28.3 | 33.0 | -0.6 | 34.6 | 81.0 |
| Cost of sales | -92.9 | -285.3 | -38.6 | -31.5 | -46.6 | -60.2 | -0.6 | -178.7 | -377.0 |
| Sales | 89.5 | 327.8 | 48.9 | 37.0 | 74.9 | 93.2 | – | 213.3 | 458.0 |
| in EUR million | Q1–Q2 2009 |
Q1–Q2 2008 |
Q1–Q2 2009 |
Q1–Q2 2008 |
Q1–Q2 2009 |
Q1–Q2 2008 |
Q1–Q2 2009 |
Q1–Q2 2009 |
Q1–Q2 2008 |
| Business Unit Trailer Systems |
Business Unit Powered Vehicle Systems |
Business Unit Aftermarket |
Adjust ments/ Elimi nations |
Total |
In the reporting period, SAF-HOLLAND made all scheduled repayments as planned (see also the section on liquidity). At the same time, the Company focused on restructuring the financing of the Group to better adapt to current economic conditions. In the first half of 2008, in February 2008, SAF-HOLLAND negotiated a new line of credit for EUR 325 million at favorable interest rates in return for agreeing to maintain certain key financial figures. Because of the sharp fall in demand since the fourth quarter of 2008 and the difficulty of forecasting further sales trends, the Group negotiated a standstill agreement with the bank consortium on February 27, 2009. This standstill agreement was extended again at the end of June until the end of July 2009 (see also Subsequent Events).
The agreement includes the following elements:
The preliminary restructuring expert opinion was completed by KPMG at the beginning of May 2009 and in June it was approved by the consortium of banks. The expert opinion confirms the Group's ability to restructure. Due to the strong market position, the Company's earnings potential and competitive position can be achieved on the basis of the planning as presented. As a result of continued weak business development and the slower than expected inventory reductions, particularly in the area of trailers in Europe, the preliminary expert opinion from KPMG will be updated.
On August 11, the Company's lenders proposed the transfer of the Company's operating business to a trustee. The implementation of the proposal would mean that SAF-HOLLAND S.A. would, for the most part, be legally separated from the operating business and the assets of the Group. Following agreement on the economic framework conditions, the Annual General Meeting must make a decision on the model.
In order to strengthen the Company's cash position, the Management Board of SAF-HOLLAND provided a loan in the amount of EUR 1.3 million in the first quarter of 2009. The loan is unsecured and has a term of 24 months. SAF-HOLLAND received an additional EUR 4.5 million in funding in the form of a loan provided by a longstanding customer. This loan agreement with a term of 18 months provides for interest to be paid at rates and on conditions that are customary in banking. Repayment is due in full on maturity, and the loan is secured by the use of non-core assets as collateral.
During the period under review, the Group invested a total of approximately EUR 4.5 million (previous year: 20.3). The focus was on the consolidation of our activities in China, some of which were formerly conducted with a partner, AL-KO. The Company increased its stake in the company in Jinan and also acquired the remaining shares from the previous jointventure partner. At the same time, shares in the company in Yantai were sold to AL-KO (see also "Liquidity" and "Assets"). In addition, additional funds went into an automatic welding line at our factory in Bessenbach which construction started in 2008. For 2009, the Company does not expect any significant measures. Based on current planning, approximately EUR 7.5 million will be invested.
In the period under review, cash and cash equivalents increased to EUR 14.2 million (De cember 31, 2008: 8.6). In addition to agreed repayments, we also made interest payments for the current financing on schedule. As of June 30, the Group had access to open credit lines as well as cash and cash equivalents in the amount of EUR 14.2 million. The Group benefitted primarily from the significant drop in working capital needs. Inventories were reduced substantially to EUR 66.3 million (December 31, 2008: 85.8) although the full consolidation of the company in Jinan and the acquisition of stocks by the company in Yantai led to an increase in inventories of about EUR 2.4 million. Overall, inventories have been cut in half since the end of September 2008. With these steady reductions the Group is reacting to the sharp drop in customer demand. The aim is to maintain inventories at the equivalent of 45 days of sales. At the balance sheet date, the inventory was at 67 days of sales. SAF-HOLLAND had expanded inventory in light of strong demand in the first nine months of 2008 as well as in light of the major order in North America and the launch of our own axle production in North America. Net working capital at the balance sheet date on June 30, 2009 was at 13.2% of sales (December 31, 2008: 10.9). The goal is 9% of sales.
Net cash flow from operating activities before income tax payments increased despite weak sales development to EUR 21.0 million (previous year: 20.3): Cash flow from investing activities amounted to EUR -4.5 million (previous year: -20.3). This reflects the consolidation of the activities in China. The higher cash outflow in the same period of the previous year resulted from the acquisition of the landing leg business from Austin-Westran and from the reduction of capacity. Cash flow from financing activities during the period under review amounted to EUR -11.7 million (previous year: -0.1). It was influenced by a substantial rise in interest expenses relating to greater utilization and a higher interest rate margin as well as the scheduled repayment of loans. Loans from a customer and the Management Board are also reflected here. Due to the negative earn ings in 2008, the Group received a tax rebate identical to the amount of advance payments made in 2008.
Total assets as of the balance sheet date on June 30, 2009 decreased to EUR 507.0 million (De cember 31, 2008: 537.4). The equity ratio was 10.5% (December 31, 2008: 13.4).
Non-current assets decreased to EUR 340.8 million (December 31, 2008: 350.5) primarily as a result of lower deferred tax assets. The company in Jinan will now be fully consolidated and no longer reported at equity as had been the case previously in the consolidated financial statements. Current assets were characterized by the increase in cash and cash equivalents and the low working capital needs. Due to a drop in demand and strict management of receivables, trade receivables decreased to EUR 70.6 million (December 31, 2008: 82.3). Inventories fell to EUR 66.3 million (December 31, 2008: 85.8). Cash and cash equivalents rose to EUR 14.2 million (December 31, 2008: 8.6). Equity capital fell, mainly because of the loss for the period, to EUR 53.4 million (December 31, 2008: 72.1). Follow ing the closing of the pension fund in Germany, pension provisions decreased for the first time. After the scheduled repayment of bank debt and because of the drop in trade payables, current liabilities were reduced to EUR 384.1 million (December 31, 2008: 399.1). Other current provisions – above all for the restructuring and staff reductions – decreased according to plan to EUR 10.8 million (December 31, 2008: 13.9).
After the balance sheet date on June 30, 2009, SAF-HOLLAND reached a supplementary labor agreement in Germany with IG Metall, thereby achieving savings in the single-digit million range in this and in the coming year. At the same time, the agreement contains location and em ployment guarantees for our employees. Pursuant to the supplementary labor agreement, the scheduled pay increase will take effect on January 1, 2010 instead of on May 1, 2009. Further, 50 percent of the additional holiday pay will be cancelled in 2009 as well as in the coming year. On top of that, no Christmas bonus will be paid this year. Next year, 50 percent of the agreed Christmas bonus is initially guaranteed, whereas the second half of the bonus will be paid out in April 2011 depending on the achievement of certain key company earnings figures. The agreement also calls for the retroactive payment of the cancelled holiday bonuses in 2012 and 2013 if certain goals are reached. Premiums have also been cancelled and the elimination of up to 35 jobs was agreed. In return,
SAF-HOLLAND will provide a guarantee that the production facilities in Wörth and Bessenbach will continue operations until at least June 30, 2013. The employment guarantee for 710 employees in the core workforce is valid for one more year. SAF-HOLLAND also guarantees a training rate of at least 5.5 percent at the locations in Germany. The North Americans salaried workforth also each took a one week unpaid forlough in the second quarter. Also in Germany senior staff and management are also making a contribution to the restructuring of the Company: they have already foregone bonus payments as well as a portion of their annual holiday entitlement and components of their remuneration. With these measures along with shortened working times we are counteracting the clear underutilization of capacities and adjusting our cost structures accordingly. Our goal is to forego any terminations of employment for operational reasons wherever possible.
As of the balance sheet date on June 30, 2009, the number of employees on a Group-wide basis fell to 2,325 (December 31, 2008: 2,421); the average number of employees in the first half year decreased to 2,291 (previous year: 3,037). These reductions were carried out in accordance with the agreed redundancy program. Currently, there are still 125 of a previous 140 employees in an employment company. About 90 employees will leave at the end of September, and those remaining will leave at the end of December 2009 and the end of January 2010. We are applying shortened working times in both the production and ad ministrative areas of the Company. Here, work will be stopped on 2 or 3 days per week.
In Research and Development, EUR 6.3 million (previous year: 6.0) was invested in the period under review. Of this total, EUR 0.5 million (previous year: 0) development expenses were capitalized in the first half year. The R&D ratio was 2.9% (previous year: 1.3). With in the scope of its premium strategy, SAF-HOLLAND, with its innovative products for trucks and trailers, focuses on providing our end users – including transport companies and fleet operators – with cost saving solutions. The Company is currently benefitting primarily from the technology transfer between North America and Europe: in the period under review the manufacture of axle systems was launched in the USA. We are now taking advantage of our own value-added production since the purchase from third-party manufacturers is no longer necessary. In addition, new framework agreements with important customers have been secured.
In July 2009, SAF-HOLLAND reached a supplementary labor agreement with IG Metall in Germany. As a result, we will save an amount in the single-digit million range in this and next year. The agreement essentially calls for reductions in holiday and Christmas bonuses. Location and employment guarantees until mid 2013 respectively 2014 were granted in return. Additional information can be found in the section "Employees" beginning on page 17.
Dr. Martin Kleinschmitt (49), Member of the Executive Board at NSL Consulting AG, Berlin, was appointed to the Management Board as Chief Restructuring Officer. As a renowned expert and experienced interim manager, he will support the restructuring of the Company. Martin Kleinschmitt previously worked as CFO of our German subsidiary SAF-HOLLAND GmbH on an interim basis from 2002 until March 2005. He has an excellent reputation among our banks and shareholders.
At the same time, the current standstill agreement was not extended beyond July 31, 2009. Instead, a new sustainable concept will be quickly developed. In August, the Company's lenders proposed the transfer of the Company's operating business to a trustee. The implementation of the proposal would mean that SAF-HOLLAND S.A. would, for the most part, be legally separated from the operating business and the assets of the Group. At the same time, the operating business of the Company would be sustainably supported and financially secured.
A proposal from the banks submitted in August calls for the separation of the operating business of the Company and its assets from SAF-HOLLAND S.A. This model would provide a sustainable support and financial security for the operating business. It would also mean that the shares would be separated from the assets and the ongoing business of the Company. This proposal still lacks an economic framework which is to be negotiated. Shareholders must also approve the proposal at an Extraordinary Annual General Meeting.
Compared with the risk profile at the end of 2008 fiscal year, as outlined in the risk report contained in the annual report, the Group has experienced no change. The consolidated financial statements of SAF-HOLLAND are predicated on the assumption that business operations can be continued in the future ("going concern"). This assessment was subject to one significant uncertainty factor, which currently still cannot be conclusively assessed. As of the balance sheet date on June 30, 2009, the Group's long-term financing had not yet been secured. Despite this uncertainty, the Company assumes that SAF-HOLLAND S.A. will be able to continue its business operations and satisfy its payment obligations. We have taken numerous measures in order to adapt the Company and its cost situation to the new economic conditions. The Group can implement the steps required by the preliminary expert opinion on restructuring.
All additional risks that can be directly influenced by the Group are manageable. The preservation of liquidity is the current focus of risk management.
We expect demand to continue to be weak in 2009. Initial indications of a stabilization of the markets in North America are currently recognizable, but we do not expect an appreciable recovery until the fourth quarter. In the mid-term, our business in the USA should benefit from new braking regulations which take effect from 2011: these regulations require that braking distances for new trucks be reduced by 30%. This could lead to a significant increase in demand for disc brakes, where SAF-HOLLAND has a technology advantage. In Europe, the situation in the truck and trailer market continues to be weak and burdens primarily the sales and earnings situation in our Trailer Systems Business Unit. Good progress, on the other hand, is being made in our European Aftermarket Business Unit with which we are constantly generating new business and significantly expanding our service network. Generally, the spare parts business is also an early indicator for the future development in the truck and trailer area.
Despite a number of positive indicators, we currently assume that annual sales in 2009 will fall substantially below the level achieved in the previous year. This will also result in a significant decline in earnings. Now that EUR 16 million has already been saved in 2008, we will continue to rapidly reduce costs in this year in order to achieve our goal of about EUR 60 million in cost reductions as quickly as possible. We will also further reduce net working capital by the end of the year.
In the long term, demand for transport capacities will continue to increase in a globalized economy. On the basis of our worldwide presence and our high-quality, comprehensive product range, we will benefit from this as soon as demand for trucks and trailers recovers.
| kEUR Notes |
01/01/09 – 06/30/09 |
01/01/08 – 06/30/08 |
04/01/09 – 06/30/09 |
04/01/08 – 06/30/08 |
|---|---|---|---|---|
| Sales (5) |
213,280 | 457,981 | 101,220 | 238,705 |
| Cost of sales | -178,645 | -377,002 | -85,519 | -196,185 |
| Gross profit | 34,635 | 80,979 | 15,701 | 42,520 |
| Other income | 872 | 1,180 | 537 | 839 |
| Selling expenses | -19,156 | -23,509 | -8,778 | -12,953 |
| Administrative expenses | -17,948 | -19,542 | -8,873 | -9,846 |
| Research and development costs | -5,805 | -6,035 | -2,768 | -3,324 |
| Operating loss/profit (5) |
-7,402 | 33,073 | -4,181 | 17,236 |
| Finance income | 1,179 | 338 | 1,067 | 182 |
| Finance expenses | -13,719 | -8,382 | -6,677 | -3,333 |
| Share of net profit of investments accounted for using the equity method |
231 | 429 | -216 | 209 |
| Loss/profit before tax | -19,711 | 25,458 | -10,007 | 14,294 |
| Income tax income/expenses (6) |
2,807 | -8,166 | 1,442 | -4,632 |
| Loss/profit for the year | -16,904 | 17,292 | -8,565 | 9,662 |
| Other comprehensive income | ||||
| Exchange differences on translation of foreign operations | 1,725 | -30 | -3,225 | 1,186 |
| Changes in fair values of derivatives designated as hedges, recognized in equity (11) |
443 | 8 | 544 | 2,834 |
| Income taxes on valuation adjustments offset directly against equity (8) |
-3,877 | 19 | -1,208 | -886 |
| Other comprehensive income, net of tax | -1,709 | -3 | -3,889 | 3,134 |
| Comprehensive income for the year, net of tax | -18,613 | 17,289 | -12,454 | 12,796 |
| Attributable to equity holders of the parent | -18,613 | 17,289 | -12,454 | 12,796 |
| Earnings per share EUR (9) |
-0.82 | 0.92 |
| kEUR | Notes | 06/30/09 | 12/31/08 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | 340,747 | 350,537 | |
| Goodwill | 54,376 | 54,284 | |
| Intangible assets | 146,279 | 148,321 | |
| Property, plant and equipment | 116,230 | 117,744 | |
| Investments accounted for using the equity method | (4) | 7,044 | 11,046 |
| Financial assets | 140 | 140 | |
| Other non-current assets | 3,093 | 2,738 | |
| Deferred tax assets | 13,585 | 16,264 | |
| Current assets | 166,217 | 183,948 | |
| Inventories | 66,274 | 85,812 | |
| Trade receivables | 70,555 | 82,348 | |
| Other current assets | 13,748 | 4,880 | |
| Income tax assets | 1,397 | 2,351 | |
| Cash and cash equivalents | (7) | 14,243 | 8,557 |
| Non-current assets classified as held for sale | (4) | – | 2,887 |
| Total assets | 506,964 | 537,372 | |
| EQUITY AND LIABILITIES Equity attributable to equity holders of the parent |
53,457 | 72,070 | |
| Subscribed share capital | 207 | 207 | |
| Share premium | 106,454 | 106,454 | |
| Legal reserve | 21 | 19 | |
| Retained earnings | -37,463 | -20,686 | |
| Accumulated other comprehensive income | -15,762 | -13,924 | |
| Non-current liabilities | 69,457 | 66,213 | |
| Pensions and other similar benefits | 11,587 | 11,843 | |
| Other provisions | 5,249 | 5,167 | |
| Interest bearing loans and borrowings | (10) | 5,779 | – |
| Finance lease liabilities | 283 | 508 | |
| Other financial liabilities | (11) | 9,806 | 10,020 |
| Other liabilities | 547 | 499 | |
| Deferred tax liabilities | 36,206 | 38,176 | |
| Current liabilities | 384,050 | 399,089 | |
| Pensions and other similar benefits | 2,739 | 2,712 | |
| Other provisions | 10,835 | 13,892 | |
| Income tax liabilities | 4,416 | 2,813 | |
| Interest bearing loans and borrowings | (10) | 307,202 | 312,396 |
| Finance lease liabilities | 455 | 475 | |
| Trade payables | 49,412 | 60,443 | |
| Other liabilities | 8,991 | 6,358 | |
| Total liabilities and equity | 506,964 | 537,372 |
| 2009 | ||||||
|---|---|---|---|---|---|---|
| Attributable to equity holders of the parent | ||||||
| Accumulated other com prehensive |
||||||
| Subscribed | Share | Legal | Retained | income | Total | |
| kEUR | share capital | premium | reserve | earnings | (Note 8) | equity |
| As of 01/01/2009 | 207 | 106,454 | 19 | -20,686 | -13,924 | 72,070 |
| Comprehensive income for the year |
– | – | – | -16,904 | -1,709 | -18,613 |
| Transfer in legal reserve | – | – | 2 | -2 | – | – |
| Other reclassifications | – | – | – | 129 | -129 | – |
| As of 06/30/2009 | 207 | 106,454 | 21 | -37,463 | -15,762 | 53,457 |
| prehensive Subscribed Share Legal Retained income kEUR share capital premium reserve earnings (Note 8) As of 01/01/2008 188 93,146 – 12,317 2,506 Comprehensive income for the year – – – 17,292 -3 |
Transfer in legal reserve | – | – | 19 | -19 | – | – | ||
|---|---|---|---|---|---|---|---|---|---|
| 17,289 | |||||||||
| 108,157 | |||||||||
| Total equity |
|||||||||
| Accumulated | Attributable to equity holders of the parent other com |
| kEUR | Notes | 01/01/09 –06/30/09 |
01/01/08 –06/30/08 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Loss/profit before tax | -19,711 | 25,458 | |
| - Finance income |
-1,179 | -338 | |
| + Finance expenses |
13,719 | 8,382 | |
| - Share of net profit of investments accounted for using the equity method |
-231 | -429 | |
| + Amortization and depreciation of intangible assets and property, plant and equipment |
10,922 | 9,253 | |
| +/- Allowance/write-up of current assets | 383 | -416 | |
| +/- Loss/gain on disposal of property, plant, and equipment | 202 | -564 | |
| + Dividends from investments accounted for using the equity method |
706 | – | |
| Profit before change of net working capital | 4,811 | 41,346 | |
| - Change in other provisions and pensions |
-3,911 | -2,639 | |
| +/- Change in inventories | 22,840 | -18,033 | |
| +/- Change in trade receivables and other assets | 8,497 | -22,550 | |
| -/+ Change in trade payables and other liabilities | -11,200 | 22,131 | |
| Cash flow from operating activities before income tax paid | 21,037 | 20,255 | |
| +/- Income tax received/paid | (6) | 752 | -6,608 |
| Net cash flow from operating activities | 21,789 | 13,647 | |
| Cash flow from investing activities | |||
| - Acquisition of subsidiaries net of cash acquired |
(4) | -2,215 | -3,270 |
| + Proceeds from sale associates |
(4) | 2,972 | – |
| - Purchase of property, plant, and equipment |
-5,357 | -10,682 | |
| - Purchase of intangible assets |
-532 | -7,411 | |
| - Purchases of investments accounted for using the equity method |
-11 | – | |
| + Proceeds from sale of property, plant, and equipment |
640 | 751 | |
| + Interest received |
52 | 286 | |
| Net cash flow from investing activities | -4,451 | -20,326 | |
| Cash flow from financing activities | |||
| - Payments for expenses relating to the IPO |
– | -546 | |
| + Proceeds from Management and Board of Directors loan |
(10) | 1,244 | – |
| - Dividend payments to shareholders |
– | -8,000 | |
| - Payments for finance lease |
-206 | -229 | |
| - Interest paid |
-11,753 | -7,748 | |
| - Repayments of current and non-current financial liabilities |
(10) | -11,430 | -256,999 |
| + Proceeds from current and non-current financial liabilities |
(10) | 10,516 | 273,400 |
| Net cash flow from financing activities | -11,629 | -122 | |
| Net increase/decrease in cash and cash equivalents | 5,709 | -6,801 | |
| Net foreign change difference | -23 | -77 | |
| Cash and cash equivalents at the beginning of period | (7) | 8,557 | 27,757 |
| Cash and cash equivalents at the end of period | (7) | 14,243 | 20,879 |
SAF-HOLLAND S.A. (the "Company") was incorporated on December 21, 2005 under the legal form of a "Société Anonyme" according to Luxembourg law. The registered office of the Company is in Luxembourg. The shares of the Company are listed in the Prime Standard of the Frankfurt Stock Exchange.
The consolidated financial statements of SAF-HOLLAND S.A. and its subsidiaries (the "Group") have been prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the European Union and in effect as of the closing date.
The consolidated interim financial statements for the first half of 2009 have been prepared in accordance with IAS 34 "Interim Financial Reporting." As a rule, the same accounting policies and consolidation methods were applied as in the Group's annual financial statements for the fiscal year 2008. Therefore, the consolidated interim financial statements should be read in conjunction with the Group's annual financial statements as of December 31, 2008. New or revised standards and interpretations, of which the application is required beginning in the fiscal year 2009, are exceptions to the accounting principles stated in the 2008 annual report.
According to this standard, a company is required to disclose all changes in equity from transactions with owners in their capacity as owners separately from other changes in equity. The other changes in equity are disclosed in the statement of comprehensive income. According to the previous standard, these changes in equity had been presented in the statement of changes in equity. The Group has decided to present total comprehensive income in a single statement. In the future, the income statement will be referred to as the statement of comprehensive income and supplemented by the component "other comprehensive income." The presentation of the comparison period was modified accordingly.
Other relevant changes and revisions, which similarly must be applied as of January 1, 2009, are described in the 2008 annual report. However, they have no material impact on the consolidated interim financial statements.
The consolidated financial statements of SAF-HOLLAND S.A. were prepared under the assumption that the Company is a going concern. In general, significant uncertainties exist concerning the Company's continued existence which cannot be assessed conclusively at this time. The assessment of the Company's continued existence is mainly subject to uncertainty as to the results of the negotiations with the lending banks. Further details regarding the current status of negotiations are given in Notes 10, 14 and in the Group Interim Management Report.
During the preparation of the condensed consolidated interim financial statements, management must make assumptions and estimates which affect the reported amounts of assets, liabilities, income, expenses, and contingent liabilities as of the reporting date. In certain cases, actual amounts may deviate from these estimates.
Expenses and income incurred irregularly during the fiscal year were brought forward or deferred if it would also be appropriate to do so at the end of the fiscal year.
The consolidated interim financial statements and the interim management report have neither been audited nor reviewed by an auditing firm.
Seasonal effects during the year can result in variations in sales and the resulting profits. Please see the Group Interim Management Report for further details regarding earnings development.
In consideration of further consolidation and strategic development of activities in China, the reciprocal sale of shareholdings in the associates SAF AL-KO Vehicle Technology Yantai Co., Ltd. and Jinan SAF AL-KO Axle Co., Ltd. was agreed in share transfer agreements be tween SAF-HOLLAND GmbH, Bessenbach, Germany, and AL-KO Kober AG, Kötz, Germany in the second quarter of 2009.
In the context of these contracts, the Group acquired the remaining 51.5% of shares in Jinan SAF AL-KO Axle Co., Ltd. as of April 1, 2009. In exchange, the 49% of shares in SAF AL-KO Vehicle Technology Yantai Co., Ltd. held up to that point were sold.
Until March 31, 2009, the shares in Jinan SAF AL-KO Axle Co., Ltd. were accounted for in the consolidated financial statements using the equity method. As of April 1, 2009, the company has been consolidated for the first time. Group sales increased as a result of this acquisition by EUR 0.8 million. The associate SAF AL-KO Vehicle Technology Yantai Co., Ltd. was classified as non-current asset held for sale since December 2008.
For management purposes, the Group is organized into customer-oriented Business Units based on their products and services. The three reportable operating segments are the Business Units Trailer Systems, Powered Vehicle Systems, and Aftermarket. There has been no change in the division of operating segments since December 31, 2008. For more information, please see the notes of the 2008 annual report.
A reconciliation from operating result to adjusted EBIT is provided as follows:
| Adjusted EBIT | -1,339 | 37,481 |
|---|---|---|
| Restructuring and integration costs | 2,383 | 685 |
| Step-up inventory PPA | – | 268 |
| Additional depreciation and amortisation from PPA | 3,449 | 3,026 |
| EBIT | -7,171 | 33,502 |
| Share of net profit of investments accounted for using the equity method | 231 | 429 |
| Operating loss/profit | -7,402 | 33,073 |
| kEUR | 01/01/09–06/30/09 | 01/01/08–06/30/08 |
Information on segment sales and earnings for the period from January 1 to June 30:
| 2009 | |||||
|---|---|---|---|---|---|
| Business Units | |||||
| kEUR | Trailer Systems |
Powered Vehicle Systems |
Aftermarket | Adjustments/ eliminations |
Consolidated |
| Sales | 89,459 | 48,933 | 74,888 | – | 213,280 |
| Adjusted EBIT | -19,580 | 4,922 | 15,359 | -2,040 | -1,339 |
| 2008 | |||||
|---|---|---|---|---|---|
| Business Units | |||||
| kEUR | Trailer Systems |
Powered Vehicle Systems |
Aftermarket | Adjustments/ eliminations |
Consolidated |
| Sales | 327,782 | 37,009 | 93,190 | – | 457,981 |
| Adjusted EBIT | 22,327 | 1,597 | 14,942 | -1,385 | 37.481 |
Adjustments and eliminations include expenses of the parent company as well as other expenses and income which are not allocated to any Business Unit.
Please see the Group Interim Management Report regarding earnings development.
Allocation of assets to the operating segments as of June 30, 2009 compared to December 31, 2008:
| Business Units | |||||
|---|---|---|---|---|---|
| kEUR | Trailer Systems |
Powered Vehicle Systems |
Aftermarket | Adjustments/ eliminations |
Consolidated |
| As of 06/30/2009 | 249,176 | 91,932 | 143,830 | 22,026 | 506,964 |
| As of 12/31/2008 | 294,651 | 79,789 | 136,818 | 26,114 | 537,372 |
Assets of the Business Units do not include items accounted for using the equity method, deferred tax assets, and income tax assets, as these assets are managed on a Group basis.
The major components of income taxes are as follows:
| Income tax reported in the consolidated statement of comprehensive income |
2,807 | -8,166 |
|---|---|---|
| Deferred income taxes | 2,972 | -10 |
| Current income taxes | -165 | -8,156 |
| kEUR | 01/01/09–06/30/09 | 01/01/08–06/30/08 |
The effective tax rate in the first half of 2009 was 14.2%, compared to 32.1% in the first half of 2008.
| Total 14,243 |
8,557 |
|---|---|
| Short-term deposits 496 |
631 |
| Cash at banks and on hand 13,747 |
7,926 |
| kEUR 06/30/09 |
12/31/08 |
| 06/30/09 | 06/30/08 | |||||
|---|---|---|---|---|---|---|
| kEUR | Before tax amount |
Tax expenses(-)/ benefit (+) |
Net of tax amount |
Before tax amount |
Tax expenses(-)/ benefit (+) |
Net of tax amount |
| Exchange differences on translation of foreign operations |
1,725 | -3,702 | -1,977 | -30 | – | -30 |
| Changes in fair values of derivatives designated as hedges, recognized in equity |
443 | -175 | 268 | 8 | 19 | 27 |
| Total | 2,168 | -3,877 | -1,709 | -22 | 19 | -3 |
Earnings per share is calculated by dividing the result for the period attributable to share holders of SAF-HOLLAND S.A. by the average number of shares outstanding. Earnings per share can be diluted by potential ordinary shares. Newly issued or repurchased shares are taken into account on a pro rata basis during the period in which they are in circulation.
| Earnings per share | EUR | -0.82 | 0.92 |
|---|---|---|---|
| Weighted average number of shares outstanding | thousands | 20,702 | 18,837 |
| Result of the period | kEUR | -16,904 | 17,292 |
| Ergebnis je Aktie | 06/30/09 | 06/30/08 |
No dilutive effects occurred during the period under review or in the comparison period for 2008.
| Current | Total | ||||
|---|---|---|---|---|---|
| 06/30/09 | 12/31/08 | 06/30/09 | 12/31/08 | 06/30/09 | 12/31/08 |
| Interest bearing collateralized bank loans – |
– | 301,318 | 305,869 | 301,318 | 305,869 |
| 1,235 | – | – | – | 1,235 | – |
| – | – | 4,543 | 4,539 | 4,543 | 4,539 |
| 44 | – | 1,341 | 1,347 | 1,385 | 1,347 |
| 4,500 | – | – | 641 | 4,500 | 641 |
| 5,779 | – | 307,202 | 312,396 | 312,981 | 312.396 |
| Non-current |
In order to improve the liquidity situation, additional loan agreements were arranged with members of management and the Board of Directors as well as a longstanding customer in Europe in February 2009. The credit agreement with the customer for EUR 4.5 million has a term of 18 months. The interest rate consists of the prevailing Euribor rate plus a 2% margin. Certain assets of the Group, which are not considered as belonging to the core business, serve as collateral for the loan. The management and Board of Director loans for EUR 1.2 million have a term of 24 months. The interest rate is 10% and payment is due in full on maturity. No collateral was provided for the loans.
On February 19, 2008, SAF-HOLLAND S.A. concluded an agreement with a consortium of banks that replaced the previous LBO financing arrangement and ensured a supply of short-and long-term finance at more favorable interest rates. By means of the new consortium agreement, borrowed funds amounting to EUR 325 million will be provided within a period of five years. The agreement consists of a Euro tranche (the A1 facility), a US-Dollar tranche (the A2 facility), and a multi-currency revolving credit line (the B facility). These tranches are shown in the following table:
| Facility A2 Facility B |
58,945 170,462 |
58,945 170,462 |
58,945 185,000 |
|---|---|---|---|
| Facility A1 | 71,911 | 71,911 | 71,911 |
| kEUR | Amount drawn under the term loans |
06/30/09 Nominal value after deducting incidental financing costs |
Available facility |
In May 2009, the A1 facility and the A2 facility were reduced by EUR 5.7 million as planned.
As a result of the consortium credit agreement reached on February 19, 2008, the Company committed itself to maintaining certain financial covenant levels.
Due to extremely changing markets and a subsequent substantial decline in business since the fourth quarter of 2008, the Group was unable to maintain the financial covenants as of December 31, 2008, March 31 and June 30, 2009, despite comprehensive and promptly introduced measures. Failure to do so generally entitles the bank consortium to call in the loans. The negotiations begun with the bank consortium to adjust the credit conditions to the altered economic environment led to the conclusion of a standstill agreement.
The standstill agreement encompasses the following core elements:
The preliminary expert restructuring opinion was completed by KPMG at the beginning of May 2009 and in June it was approved by the consortium of banks. The expert opinion confirms the Group's ability to restructure. As a result of continued weak business development and the slower than expected stock disposal at our customers, particularly in the area of Trailers in Europe, the preliminary expert opinion from KPMG will be updated. At the same time, the current standstill agreement was not extended beyond July 31, 2009. The financing banks have announced their intention to constructively support the financial restructuring of the Group. On August 11, the Company's lenders proposed the transfer of the Company's operating business to a trustee. The implementation of the proposal would mean that SAF-HOLLAND S.A. would, for the most part, be legally separated from the operating business and the assets of the Group. Following agreement on the economic framework conditions, the Annual General Meeting must make a decision on the model.
The Group is exposed to interest rate risks as a result of its financing activities. To hedge this cash flow risk, the Group holds (unchanged) interest rate swaps and prolongation options for these swaps.
The market values of derivatives as of the balance sheet date are as follows:
| Interest rate swaps |
Prolongation options for interest rate swaps |
Total | |
|---|---|---|---|
| Fair value as of 01/01/09 | 4,717 | 5,303 | 10,020 |
| Changes recognized in equity (before tax) | -443 | – | -443 |
| Changes regognized in profit or loss (before tax) | -322 | 489 | 167 |
| Foreign currency translation | 25 | 37 | 62 |
| Fair value as of 06/30/09 | 3,977 | 5,829 | 9.806 |
When his contract expired on February 28, 2009, CEO Mr. Rudi Ludwig resigned from operational business for personal reasons and at his own request. He remains a member of the Board of Directors. Dr. Reiner Beutel was appointed to succeed him on the Management Board as CEO.
Effective August 1, 2009, Dr. Martin Kleinschmitt was appointed to the Management Board as Chief Restructuring Officer.
With effect from February 1, 2009, Dr. Reiner Beutel was newly appointed to the Board of Directors. In addition, Dr. Rolf Bartke, previously Chairman of the SAF-HOLLAND S.A. Board of Directors, resigned from the Board as of January 31, 2009 for personal reasons and at his own request. On March 27, 2009, Mr. Bernhard Schneider – member of the Board of Directors since June 18, 2007 – was elected as Chairman of the Board of Directors as the successor of Dr. Rolf Bartke.
Further details regarding loans granted in February 2009 by members of management and the Board of Directors are provided in Note 10.
| 01/01/09–06/30/09 | 01/01/08–06/30/08 | ||||
|---|---|---|---|---|---|
| kEUR | Sales to related parties |
Purchases from related parties |
Sales to related parties |
Purchases from related parties |
|
| Jinan SAF AL-KO Axle Co., Ltd. | 581) | –1) | 372 | 526 | |
| SAF AL-KO Vehicle Technology Yantai Co., Ltd. | –1) | 571) | 2 | 311 | |
| SAF-HOLLAND Nippon, Ltd. | 149 | – | 70 | – | |
| Lakeshore Air LLP | – | 42 | – | 165 | |
| FWI S.A. | – | 5,015 | – | 10,056 | |
| Irwin Seating Company 2) | 599 | – | 694 | – | |
| 806 | 5,114 | 1,138 | 11,058 |
1) SAF AL-KO Vehicle Technology Yantai Co., Ltd. and Jinan SAF AL-KO Axle Co., Ltd. are included in the disclosures on income and expenses on a pro rata basis until March 31, 2009 as a result of the reciprocal sale of shareholdings (see Note 4).
2) The Irwin Seating Company is a company in which a member of the Group's management holds a key management position.
| 06/30/09 | 12/31/08 | ||||
|---|---|---|---|---|---|
| kEUR | Amounts owed by related parties |
Amounts owed to related parties |
Amounts owed by related parties |
Amounts owed to related parties |
|
| SAF-HOLLAND Nippon, Ltd. | 119 | 224 | 61 | – | |
| Lakeshore Air LLP | – | – | – | 25 | |
| FWI S.A. | – | 66 | – | 921 | |
| Irwin Seating Company1) | 104 | – | 125 | – | |
| 223 | 290 | 186 | 946 | ||
1) The Irwin Seating Company is a company in which a member of the Group's management holds a key management position.
Please see the Group Interim Management Report for further explanations of the cash flow statement.
As a result of continued weak business development and the slower than expected stock disposal at our customers, particularly in the area of Trailers in Europe, the preliminary expert opinion from KPMG will be updated. At the same time, the current standstill agreement was not extended beyond July 31, 2009. The financing banks have announced their intention to constructively support the financial restructuring of the Group. On August 11, the Company's lenders proposed the transfer of the Company's operating business to a trustee. The implementation of the proposal would mean that SAF-HOLLAND S.A. would, for the most part, be legally separated from the operating business and the assets of the Group. Following agreement on the economic framework conditions, the Annual General Meeting must make a decision on the model. Further details are given in Note 10 and the Group Interim Management Report.
The effects of the insolvency announcement of Kögel Fahrzeugwerke GmbH in August 2009 were not included in the interim financial statements, as the outstanding amount of EUR 0.5 million is covered by a credit insurer and the remaining amount by existing reservations of proprietary rights.
In July 2009, the Group reached a supplementary labor agreement with IG Metall. The agreement essentialy calls for reductions in holiday and Christmas bonuses. Locations and employment guarantees until the middle of 2013 respectively 2014 were granted in return.
No further material events have occured since the reporting date.
35
To the best of our knowledge, and in accordance with all applicable financial principles for interim reporting, the consolidated interim financial statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Group, and the Group's interim management report provides fair review of the development and performance of the Group's business and position, together with a description of the principal opportunities and risks associated with the expected development of the Group over the remainder of the fiscal year.
Luxembourg, August 2009 SAF-HOLLAND S.A.
Bernhard Schneider Chairman of the Board of Directors
Adjusted EBIT: Earnings before interest and taxes (EBIT) is adjusted for special items, such as depreciation and amortization from purchase price allocations, impairment of goodwill and intangible assets as well as restructuring and integration costs.
Average sales per employee: Sales/average employees.
Business Units: For management purposes, the Group is organized into customer-oriented Business Units (Trailer Systems, Powered Vehicle Systems, and Aftermarket).
Effective income tax rate: Income tax/earnings before tax x 100.
Equity ratio: Equity/total assets x 100.
Fair value: Amount obtainable from the sale in an arm's length transaction between knowledgeable, willing parties.
Free float: The free float of a public company is an estimate of the proportion of shares that are not held by major owners.
IFRS/IAS: (International Financial Reporting Standards/International Accounting Standards): The standard international accounting rules are intended to make company data more comparable. Under the EU resolution, accounting and reporting at exchange-listed companies must be done in accordance with these rules.
Inventory turnover rate: Inventories/cost of sales per day.
Net working capital: Current assets minus cash and cash equivalents minus other provisions minus income tax liabilities minus trade payables minus other current liabilities.
Prime Standard: Prime Standard is a market segment of the German Stock Exchange that lists German companies which comply with international transparency standards.
R&D ratio: R&D costs and capitalized development costs / sales x 100.
SDAX: The SDAX is the selection stock market index for 50 smaller companies in Germany, "small caps".
Mounts with the kingpin and serves to secure the semi-trailer to the tractor unit. In addition to its traditional products, SAF-HOLLAND manufactures technical specialties such as a lubricant-free fifth wheel and especially lightweight aluminum designs.
The suspension creates the link between the axle and the ve hicle in order to compensate for road irregularities and improve maneuv era bi lity. The SAF-HOLLAND suspension system with its modular design can be used for up to three interlinked powered axles. Each axle is suspended individually. Suitable for gross vehicle weights of between 10 and 40 tons.
Mounts on the semitrailer and couples with the tractor fifth wheel. SAF-HOLLAND products are sold around the world and are among the safest on the market.
Retractable legs that support the front of a semi-trailer when it is not secured to the tractor unit. SAF-HOLLAND landing legs have a special coating that increases their ser vice life significantly.
INTRADISCplus INTEGRAL is a unique axle system for trailers, which consists of the axle itself fitted with a disk
brake and the air suspension system. Under certain preconditions, and taking into account the existing warranty
terms, SAF-HOLLAND
provides maintenance free of charge for a period of 72 months or 1 million kilometers for the INTRA ALL-IN axle system.
Financial Calendar
November 19, 2009 Report on 2009 Q3 results
SAF-HOLLAND Group GmbH Barbara Zanzinger Hauptstraße 26 63856 Bessenbach Germany
Tel.: +49 (0)6095 301 617 Fax: +49 (0)6095 301 102
Web: www.safholland.com Email: [email protected]
Responsible: SAF-HOLLAND S.A. 68 –70, Boulevard de la Pétrusse 2320 Luxembourg Luxembourg
Editorial deadline: August 24, 2009 Date of publication: August 25, 2009 Editorial office: Cortent Kommunikation AG, Frankfurt am Main Design and realization: wagneralliance Werbung GmbH, Offenbach am Main Translated by: MBETraining & Translation, Wiesbaden
This report is also available in German.
This report contains certain statements that are neither reported financial results nor other historical information. This report contains forward-looking statements, which as such are based on certain assumptions and expectations made at the time of publication of the report. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Group's ability to control or estimate precisely, such as future market and economic conditions, the behavior of other market participants, the ability to successfully integrate acquired businesses and achieve anticipated synergies, and the actions of government regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this presentation. SAF-HOLLAND S.A. does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of these materials.
www.safholland.com
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