UniCredit, Kepler Cheuvreux 17th German Corporate Conference
Frankfurt, Germany
Dr. Michael Majerus, CFO
January 17, 2018
Fully on track. In achieving our strategic realignment
- 1) Right size Disposal Rotorblades Disposal HITCO Sale of GE Sale of CFL/CE
- 2) Improve performance SGL2015** SGL Excellence BU streamlining Project CORE*** Deleveraging
- 3) Generate shareholder return with profitable growth CFM: CFM 2020+ GMS: Growth strategy 2020
✓ACHIEVED ✓ACHIEVED ✓ACHIEVED ✓ACHIEVED
✓ACHIEVED ✓ONGOING ✓ACHIEVED LAUNCHED ONGOING
LAUNCHED LAUNCHED
*EBITDA divided by capital employed; **At the end of Q3/2016, the cumulative savings of the SGL2015 cost saving program (launched in mid-2013) reached €228 million. Since the cumulative savings target of €240 million includes the incurred losses of €15 million in 2012 of the now disposed HITCO (aerostructures) and SGL Rotec (rotor blades), the target has now been reached; ***Savings target of €25 million is currently expected to be achieved by the end of 2018
Lean organization. Streamlined to two business units and a corporate office
Main shareholders1) ~28.5% |
~18% ~10% |
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Composites – Fibers & Materials (CFM)2) |
Graphite Materials & Systems (GMS) |
Performance Products (PP): Graphite electrodes |
Sale to Showa Denko closed on October 2, 2017 |
Carbon fibers Fiber-based materials Composite components |
Graphite based products and solutions Process technology |
Performance Products (PP): Cathodes, furnace linings, carbon electrodes |
Sale to Triton closed on November 2, 2017 |
Corporate Corporate Functions & Service Centers Central Innovation (CI) SGL Excellence (SGL X) |
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1) according to their respective latest notifications (VW notification as of June 1, 2016; however VW did not participate in the December 2016 rights issue) 2) Includes 51% of JV with BMW (proportionally consolidated up to 2017) and 50% each in JVs Ceramic Brake Discs (at-equity) and Automotive Components (at-equity up to 2017)
What SGL Group stands forin the future. Smart solutions for more than 35 industries
- We specialize in high-performance materials based on carbon and graphite. We are among the innovation leaders in our markets being the development partner for solutions based on carbon fibers, graphite and composite materials worldwide
- Positioned along the entire value chain. Value creation by increasing focus on downstream activities in the future
- Our technologies enable global megatrends e.g. energy, mobility and digitization and contribute to organic growth of our revenue at 8-10% CAGR until 2020
- We are the global market leader in graphite specialities and in composites for automotive serial production
- Focus on CFM and GMS improves the balance between markets and industries, and thus reduces volatility in our business
New SGL Group: Innovation leader.
Specialized on carbon- and graphite-based solutions
Composites – Fibers & Materials (CFM). Solutions for the material mix of the future
- CFM is the expert for fibers, materials, and composites
- Technologically leading company with the development of a new generation of industrial carbon fibers
Value chain for lightweight construction materials based on carbon fibers
- Carbon fiber reinforced plastic is 50 % lighter compared to aluminum and 70% to steel
- Significantly lower fuel and kerosene consumption
- Driver for global CO2 -reduction
Composites - Fibers & Materials (CFM). The only integrated carbon fiber & composites producer
Page 7 | Investor Relations Presentation *Acquisition of remaining 50% announced on November 8, 2017; **Acquisition ofremaining 49% announced on November 24, 2017; ***Selling of 51% stake to Kümpers announced on January 10, 2018
Taking full ownership of SGL ACF. Rationale
Background & objectives
- SGL Group is the "natural owner" of the carbon fiber and composites value chain. Therefore, process and valuation methodology of taking over BMW's share was already pre-defined in the joint venture agreement
- Initiate step-wise full integration of SGL ACF activities into business unit Composites Fibers & Materials (CFM) while maintaining debt financing from BMW Group until end 2020
- Leverage SGL ACF's capacities and capabilities for CFM growth strategy
- Gain operating degrees of freedom, e.g. growing main North American production hub in Moses Lake (Washington, USA)
- Attractive valuation metrics (high single digit EV/EBITDA) compared to other M&A transactions in the composites industry in recent years (double digit EV/EBITDA)
Taking full ownership of Benteler SGL. Rationale
Background & objectives
- Acquisition of 50% share from Benteler Automobil Technik (BAT) in JV B-SGL to achieve 100% of control
- Complete integration of Benteler SGL into the business unit CFM will significantly strengthen the automotive activities of the business unit and provide synergies
- Privileged partnership with Benteler Automotive Technologies (BAT) in the area of composite leaf springs for chassis systems
- Continuation of the growth path in structural composite components
- Leverage synergies throughout the SGL value chain (i.e. captive use of carbon fibers)
Graphite Materials & Systems (GMS).
Solutions based on carbon and graphite
- GMS is a development partner for high-quality graphite based technological solutions. We offer more than 10,000 products and solutions to over 6,000 customers in 35 industries
- Our material is used where specific advantages of graphite is required. These include, e.g. heat and corrosion resistance and thermal and electrical conductivity
- GMS is a "hidden champion". In many areas, GMS occupies technological leading positions, e.g. in energy saving, SiC coatings and die-molded products
Energy storage
Largest manufacturer of synthetic graphite for the production of lithiumion batteries
SiCcoatings
One of the leading suppliers in the semiconductor industry for graphite based solutions along the entire semiconductor production chain
Die-molded products
One of the TOP suppliers of tailormade carbon and graphite products for the automotive industry
Carbon and Graphite.
Positioned along the entire value chain
Customers
Control over the entire value chain enables product customization to customer requirements
Customers receive tailor made solutions from every step of the value chain
Forward integration in finishing technologies (GMS) and CFRP-components (CFM) including application know how are essential for differentiation
New Group Market Segmentation. Reflects stronger orientation to customer and growth markets
Market Segment |
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| Sales |
Mobility1 |
Energy2 |
Digitization3 |
Industrial Applications |
Chemical |
Textile Fibers |
| 2016 |
20 % |
22 % |
4 % |
27 % |
15 % |
12 % |
| 2015 |
18 % |
20 % |
4 % |
27 % |
17 % |
14 % |
1comprises automotive, aerospace and transport markets; 2comprises battery, solar, wind and other energy markets; 3comprises LED and semiconductor markets
Growing with global megatrends.
Carbon based solutions
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Market growth, CAGR 2015 - |
2020 |
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Energy 10 %1 |
Digitization 9 %2 7 - |
Mobility 5 %3 3 - |
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CFM ~10 %4 |
Wind Pressure vessels |
mobile 3C end devices |
Automotive Aerospace Pressure vessels |
t w o r |
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Stationary energy storage Lithium-ion batteries |
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Lithium-ion batteries |
G L G S |
GMS ~8 %4 |
Solar, LED Nuclear, Polysilicon Stationary energy storage Heat recovery etc. |
LED Semiconductor Sapphire glass |
Automotive |
1 Energy efficiency, storage and generation ; 2CCeV, Technavio, GreenTech Media, Siemens; 3CCeV, Yole Développement, Avicenne Energy, 4own forecasts
Target for GMS and CFM. Profitable sales growth of 50%
Augmented by potential selective and accretive bolt on acquisitions to complement our portfolio in terms of region, technology, etc.
Financial targets confirmed. We will continue to drive the transformation and the business forward
We believe to be able to achieve our financial targets in the medium to long term, with the announced realignment strategy and expected profitable growth in our core businesses GMS and CFM
* Excluding disposal proceeds; ** Excluding pensions; *** ROCE defined as EBITDA/Capital employed; ****organic, excluding changes in JV structures
Business Units GMS and CFM are the basis of an innovation driven, high growth SGL Group. Summary
- The majority of the current investors of SGL Group are more excited about the innovation and growth businesses GMS and CFM.
- GMS and CFM materials and solutions enable several of the fastest growing economic trends including energy storage, digitalization, mobility and urbanization.
- Based on strong positions, GMS and CFM target to further improve their position in the value chain with particular emphasis on innovation, high value-add products, services and engineered solutions.
- Until 2020, GMS and CFM together aim to increase their sales revenue by 50% through profitable, organic growth – potentially augmented by selective and accretive bolt-on acquisitions.
- EBITDA level is expected to increase significantly, exceeding the minimum EBITDA ROCE margin of 15%.
- Organic growth can be financed by own operating cash flow.
Thank you !
Backup Outlook
Business Unit outlook 2017. CFM
Composites – Fibers & Materials (CFM)
- Slight* increase in sales
- Particularly driven by higher carbon fiber demand for industrial applications and automotive
- Slight increase in sales also in market segment textile fibers
- Stable/slightly lower sales in aerospace (higher level of invoicing in US aerospace materials in prior year)
- Lower sales in wind energy market segment
▪ EBIT** close to 2016 level
- Operational improvements to be offset by ramp up of Lightweight and Application Center for new developments in automotive and aerospace applications
- As in prior year, the first quarter was strongest in the course of the year (high Q1/2017 utilization rate not sustainable in full year; Q1/2016 benefited from very high invoicing levels in US aerospace materials)
▪ Non-recurring effects
Closure of Evanston sale on April 3, 2017 led to a negative earnings effect from attributable cumulative currency translation differences amounting to €6 million as well as a cash inflow on book value level in the second quarter 2017
Business Unit outlook 2017. GMS and Corporate
Graphite Materials & Systems (GMS)
- Slightly above 10% increase in sales (2nd upward revision this year)
- Growth in market segments battery & other energy , LED, semiconductors, industrial applications, and automotive & transport
- Market segment solar to significantly increase sales due to improved positioning and product portfolio
- Market segment chemicals to remain stable. After weakness in Q1 and Q2, Q3 showed a nice recovery
- Strong EBIT* improvement from higher capacity utilization and cost savings should allow GMS to reach Group minimum ROCEEBITDA target of 15% also in the full year
Corporate:
- Higher expenses due to non-recurrence of positive one-time effects in Q4 of prior year
- Like-for-like flat development higher expenses for Corporate Innovation to be compensated by CORE savings
- Initial expenses in Q4 possible due to the launch of the new "SGL Operations Management System"
Group outlook 2017.
Improvement in all major KPIs expected
- Approximately 10% growth in full year Group sales
- Group recurring EBITDA* and EBIT* to increase more than proportionately to sales due to expected volume increase and initial CORE savings - however EBIT in Q4 expected to be the lowest in the course of the year due to planned plant shutdowns/holidays
- Net result – continuing operations close to prior year level at a mid double-digit million euro loss
- Prior year result included positive effect from sale of Evanston site
- Higher net financing result in 2017 relating to the early redemption of corporate bond (write-off of capitalized refinancing costs and acceleration fee)
- Discontinued operations to improve significantly**
- Strong operational improvement in PP and non-recurrence of negative tax impact related to PP carve out and oneoff effects in GE in prior year
- Book profit of approx. €130 million from CFL/CE sale upon closing
- Negative impact in Q4/2017 from disposal of GE and CFL/CE due to P&L accounting of accumulated FX adjustments of both entities, which should be mostly compensated by the reversal of impairment charges from the remeasurement of GE at fair value less costs to sell due to the better than anticipated operational performance
Group outlook 2017. (cont.) Improvement in all major KPIs expected
- Capex to increase significantly* compared to prior year, but remain approx. on the level of depreciation
- Free cash flow (continued operations) in Q4/2017 to be impacted by back-end loaded capex and effects from closing and deconsolidation of GE and CFL/CE (will reverse in 2018)
- Net debt at end 2017 to be substantially reduced due to cash proceeds from sale of GE and CFL/CE and despite a mid double-digit million euro impact from acquisition of remaining 50% stake in Benteler SGL
- Discontinued operations to receive a further mid double-digit million euro payment in Q1/2018 from the GE sale based on current assumptions and following the mutual agreement on the closing balance sheet
Sneak preview on 2018.
- Positive market trends seen in 2017 to continue in 2018 – in some cases to strengthen even further e.g. anode materials for lithium ion batteries
- Foreign currency exchange rates moving in an unfavorable direction: 2017 benefited from favorable currency hedging transactions; this tailwind is not repeatable in 2018
- Overall costs expected to be impacted by
- Higher wages for employees expected esp. in Germany (particularly relating to the metalworking trade union)
- Expiration of service level agreements with former PP activities following their disposal
- Anticipated higher raw material costs e.g. acrylonitrile in CFM and raw materials in GMS
- Detailed outlook to be presented on March 14, 2018 with publication of our annual report
Backup Acquisition of SGL ACF (former JV with BMW Group)
Taking full ownership of SGL ACF. Main cornerstone for CFM's mid- to long-term growth perspective
Key value driver 1: i- and 7-series project with BMW
- Contractually agreed take-or-pay mechanism ensures a good profitability level until end of production of BMW i3
- The i-series project is the foundation of an excellent supplier relationship with BMW
Key value driver 2: SGL ACF's capabilities beyond existing BMW projects
- Full ownership enables CFM to utilize the sites in Moses Lake (USA) and Wackersdorf (D) as additional hubs not just for the automotive industry but also for energy, aerospace and civil engineering
- Developed knowledge and available capacities can also be leveraged for other automotive OEMs
- Development, production and marketing of new generation carbon fiber technology
Taking full ownership of SGL ACF. Main cornerstone for CFM's mid- to long-term growth perspective (cont.)
Key value driver 3: Synergies
- The site in Moses Lake (USA) will be CFM's main hub for all North American activities
- Potential for reduced capex
- SGL ACF's existing site overhead functions can be leveraged for CFM (avoided headcount increase)
Acquisition of SGL ACF.
Two-step transaction structure
Innovative transaction structure limits near term cash outflow
- Agreement includes full acquisition of both Wackersdorf and Moses Lake sites
- Closing of Wackersdorf acquisition will be pursued immediately and is expected in Q1/2018 leading to cash outflow of purchase price relating to Wackersdorf
- Closing of Moses Lake site acquisition (incl. payment of related purchase price) can be pursued at any time until the end of 2020 – BMW Group will continue to provide debt financing until then
- However, agreement does lead to full consolidation of the total SGL ACF debt (excl. purchase price for Moses Lake) as of January 1, 2018 (see next page)
Acquisition of SGL ACF. Financial Impact on 2018
Financial impact on KPIs in 2018 (based on expected closing in Q1/2018)
- Additional turnover: mid double digit million € (change from proportionate to full consolidation)
- Additional EBITDA: low double digit million € (change from proportionate to full consolidation)
- Net income: small positive impact as higher depreciation related to purchase price allocation and higher interest expenses (due to full consolidation of SGL ACF debt) to partially offset higher EBITDA contribution
- Purchase price:
- approx. €24 million for Wackersdorf (payable upon expected closing Q1/2018)
- approx. USD 62 million for Moses Lake (payable upon closing end of 2020 at the latest)
- Net debt effect: approximately €100-150 million increase (full consolidation of SGL ACF debt and purchase price Wackersdorf)
Acquisition of SGL ACF. Mid term targets continue to be valid
| Financial impact on mid term targets |
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▪ Min. 15% ROCE |
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▪ Net debt/EBITDA < 2.5 |
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▪ Gearing ~ 0.5 |
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▪ Equity ratio >30% |
√ |
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No impact on €1.1 bn sales revenue target as target based on organic growth
Backup Acquisition of Benteler SGL
Acquisition of Benteler SGL. Provides the right component platform for the business unit CFM
Leading large-scale serial manufacturer for automotive composite parts
| Business process competencies |
+ Technology competencies |
▪ Strong automotive mind-set ▪ Proximity to automotive customers ▪ Process capabilities and systems to handle quotations, automotive logistics, and development projects ▪ Supporting quality management and tools incl. ISO/TS 16949 ▪ Experienced team (commercial, engineering, and technical) |
▪ Development and prototyping capabilities ▪ Pilot line equipment (close to serial production equipment) ▪ Track record in the industrialization of large scale production processes incl. automation ▪ Existing technologies (wet press, RTM) can serve as basis for future |
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modification/ expansion |
Acquisition of Benteler SGL. An attractive investment case for SGL Group
- Long-term market growth is expected to continue (CAGR 2017-2026 >10% p.a.) driven by major automotive technology trends incl. battery electric mobility, lightweight, multi material design concepts and local composite reinforcements
- Key value driver 1: Sustainable mid-term growth. Benteler SGL's leading technology positions and project portfolio allow growth with or above market rate. Structural parts and leaf springs as two complementary business segments. Established partnerships with OEMs incl. privileged partnership with BAT (leaf springs/suspension systems). Upside from offering technology to other industries
- Key value driver 2: Long-term growth perspective. Leverage technology platform and manufacturing experience to establish CFM as leading 1st tier supplier. Several project/program discussions are related to SOPs beyond five years planning horizon
Acquisition of Benteler SGL. An attractive investment case for SGL Group (cont.)
- Key value driver 3: Enabling of CFM projects . Customers/partners expect SGL Group to demonstrate and guide how to design and develop solutions and how to industrialize manufacturing. Already today, Benteler SGL serves as an important partner in particular for OEMs who are less experienced with composites, e.g. Asian car producers
- Key value driver 4: Synergies from the integration into the business unit CFM. Shared resources in business development, sales, engineering, industrialization, quality management, and usage of prematerials from the SGL Group value chain incl. gross margin and working capital benefits. Benteler SGL has appropriate business process and technology competencies and the team can make a strong nucleus for automotive business within CFM
Acquisition of Benteler SGL. Current JV project pipeline
Annual sales in m€
pipeline expected to generate additional low to mid double digit million euro sales by 2020/21
Acquisition of Benteler SGL. Financial impact
Financial impact on KPIs (based on expected closing mid-December)
- Sales FY 2017 Negligible
- EBITDA FY 2017 Negligible
- Net debt at end 2017 mid double-digit million euro increase
▪ Sales FY 2018 Additional sales (low to mid-double digit million euro amount) ▪ EBITDA FY 2018 Small positive impact
Backup Latest Results 9M/2017
Review. Strategic realignment largely completed
- As the final step in the disposal process of our former business unit Performance Products (PP), we closed the sale of the CFL/CE business to Triton on November 2, 2017. Based on an enterprise value (cash and debt free) of €250 million, cash proceeds amounted to approx. €230 million after deduction of standard debt-like items (mainly pension provisions) as well as other customary adjustments. The final proceeds will be determined based on the balance sheet as of October 31, 2017
- With this transaction, the former business unit Performance Products (PP) has been sold at a total Enterprise Value of approx. €600 million and at approx. €130 million above its book value on June 30, 2016, the date as of which the business was classified as held for sale
- Early redemption of the €250 million corporate bond was completed on October 30, 2017 with proceeds from the sale of the graphite electrode (GE) business (after SGL Group closed the GE sale to Showa Denko on October 2, 2017) and the December 2016 rights issue. The redemption will result in annual savings of approx. €13 million from 2018 onwards due to the absence of interest expenses and refinancing costs
- The convertible bond with an original nominal of €240 million will be redeemed at maturity in January 2018 with the proceeds from the sale of the CFL/CE business. The redemption of this convertible bond will result in annual savings of approx. €12 million from 2018 onwards due to the absence of interest expenses, imputed interest components, and refinancing costs
Composites - Fibers & Materials. Sales growth driven in particular by industrial applications and automotive
| in € million |
9M/2017 |
9M/2016 |
| Sales revenue |
253.9 |
234.5 |
| EBITDA* |
32.8 |
32.5 |
ROCE (in %) EBITDA |
10.6 |
9.4 |
| EBIT* |
17.2 |
16.8 |
| EBIT-Margin* (in %) |
6.8 |
7.2 |
- Sales revenue increased by 8% (currency adjusted by 10%)
- Higher sales in the market segments industrial applications (esp. carbon fibers for injection molding applications), automotive, aerospace, and textile fibers (driven by higher oil based raw material prices at the start of the year)
- Sales in the market segment wind energy below prior year level
- As expected, stable EBIT despite
- Improved profitability esp. in market segment industrial applications due to higher utilization rates in our carbon fiber plant in Scotland
- Higher earnings in market segments automotive esp. as a result of higher profit contribution from Automotive Composites (investment accounted for At-Equity)
- Slightly higher earnings in aerospace and stable earnings in wind
- Offset by
- Lower earnings contribution from textile fibers (higher energy and raw material costs)
- Higher expenses relating to the buildup of the Lightweight and Application Center
- Page 38 | Investor Relations Presentation
* Before non-recurring items of minus €6.0 million in 9M/2017 and €0.0 million in 9M/2016
Graphite Materials & Systems. Stronger demand in nearly all market segments
| in € million |
9M/2017 |
9M/2016 |
| Sales revenue |
381.5 |
321.4 |
| EBITDA* |
54.4 |
35.3 |
ROCE (in %) EBITDA |
17.4 |
12.0 |
| EBIT* |
37.5 |
18.8 |
| EBIT-Margin* (in %) |
9.8 |
5.8 |
▪ Sales revenue up 19 % (no currency impact)
- Higher demand for graphite anode materials for lithium ion battery industry in the market segment battery & other energy and from customers from the LED industry
- Improved sales also in the market segments solar, semiconductor, automotive & transport as well as in industrial applications
- After two quarters with decreasing sales resulting from low capex spending in the chemical industry, performance in Q3 improved significantly in the market segment chemicals
- Recurring EBIT doubled
- Significantly higher result in the market segments battery & other energy as well as industrial applications
- Higher earnings contributions also from the market segments semiconductor, automotive & transport, solar, and chemicals
Corporate. Lower expenses driven primarily by cost savings from project CORE
| in € million |
9M/2017 |
9M/2016 |
| Sales revenue |
6.7 |
6.2 |
| EBITDA* |
-17.1 |
-18.8 |
| EBIT* |
-21.7 |
-22.8 |
- Recurring EBIT improved by 5% due to cost savings from project CORE (COrporate REstructuring) which offset higher expenses for Corporate Innovation
- The name of the former reporting segment T&I and Corporate was simplified to Corporate
Group. Improvement driven by GMS, Corporate and discontinued operations.
▪ Net financing result includes accelerated write off of remaining capitalized refinancing costs relating to the €250 million corporate bond with 2021 maturity which was redeemed early on October 30, 2017
▪ Discontinued operations significantly improved due to further operational improvement in CFL/CE and approx. €7 million reversal of impairment losses from the remeasurement of the GE business at fair value less costs to sell in the reporting period; prior year period included negative tax impact related to PP carve out and impairment loss relating to sale of GE
Free cash flow. Still negative but improved
| in € million (continuing operations) |
9M/2017 |
9M/2016 |
| Cash flow from operating activities |
-27.2 |
-50.9 |
Capital expenditures in plant equipment and intangible property , , assets |
30 3 - |
22 0 - |
Cash flow from other activities* investing |
20 1 |
1 5 - |
| Cash flow from investing activities |
-10.2 |
-23.5 |
| Free cash flow |
-37.4 |
-74.4 |
| Free cash flow from discontinued operations |
4.1 |
-16.0 |
- Cash flow from operating activities improved significantly, driven by the improved result from continuing operations and despite the increase in net working capital
- Cash flow from investing activities substantially improved despite increased capital expenditures due to the cash inflow from the sale of the Evanston site, a land sale in Banting (Malaysia), as well as higher dividend payments from at equity accounted investments
- Free cash flow from discontinued operations clearly improved and turned slightly positive mainly driven by an improvement in operating cash flows of former business unit PP and the absence of restructuring cash-outs
Page 42 | Investor Relations Presentation *Dividends received, payments for capital contributions in investments accounted for At-Equity and other financial assets, proceeds from sale of intangible assets and property, plant and equipment
Balance sheet. Positive impact from PP disposals and corporate bond redemption to be visible in Q4/2017
| in € million |
30.09.2017 |
31.12.2016 |
| Equity ratio (in %) |
17.6 |
17.5 |
| Total liquidity (incl. discontinued operations) |
292.6 |
333.0 |
| Net financial debt |
477.3 |
449.4 |
| Gearing (net debt/equity) |
1.47 |
1.35 |
- Equity ratio improved slightly by 10bps mainly as a result of the decrease in total assets and despite the slight decrease in equity
- With proceeds of more than €230 million at closing of the GE sale, we exercised our call on the €250 million corporate bond which was redeemed on October 30, 2017. Remaining cash and proceeds from sale of CFL/CE more than sufficient to meet the January 2018 maturity of the convertible bond issued in 2012
- Higher net financial debt reflects mainly the reduced liquidity, resulting primarily from the buildup of working capital, and the final installment of €9 million of the negative purchase price to the buyer of HITCO's aerostructures activities
Backup Miscellaneous
ROCE. Remains key management principle for managing the business
While we are not yet where we want to be, we have made substantial progress toward our targeted ROCE ≥ 15%*
* ROCE defined as EBITDA/Capital employed
Page 45 | Investor Relations Presentation
Transaction details of Graphite Electrodes sale.
Transaction scope
Valuation & financial impact
- Transaction scope is the entire GE business, except for certain legacy assets(1)
- GE business represents ~70% of Performance Product (PP) division and ~28% of total SGL Group (of 2015A sales)
- Enterprise Value of €350 million (cash and debt free) translates into expected cash proceeds of at least €230 million (after deduction of standard debt-like items such as pension and restructuring provisions)
- The cash proceeds equal the book value as of September 30, 2016. Thus, the transaction does not trigger any write-downs on the book value in the GE business
- Closed on October 2, 2017
- Terms & conditions
- Limited SGL Group guarantees towards buyer for potential environmental liabilities
- Representation & warranty package is capped at low double digit millions
Successful disposal of the loss-making GE business is a major step forward with regard to our strategic realignment
Transaction details of CFL/CE sale.
Transaction scope
Valuation & financial impact
- Transaction scope is the remaining part of the PP division, i.e. Cathodes, Furnace Linings and Carbon Electrodes business
- CFL/CE represents ~30% of Performance Product (PP) division and ~20% of total SGL Group (of 2015A sales)
- Enterprise Value of €250 million (cash and debt free) translates into expected cash proceeds of approx. €230 million (after deduction of standard debt-like items i.e. mainly pension provisions and other customary adjustments)
- The sale will result in a book profit of approx. €130 million in Q4/2017
Terms & conditions ▪ Closed on November 2, 2017
Successful disposal of the profitable CFL/CE business in a short period of time is a further major step forward with regard to our strategic realignment
Global presence. Continued operations
Shares in issue and shareholder structure.
| Basic shares |
|
| Security Identification Number |
723530 |
| ISIN Number |
DE0007235301 |
Cusip Number |
784 188 203 |
| Number of Shares (as at December 31, 2017) |
122,341,478 |
| Free float |
~ 45% |
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Reported shareholdings according to §§ 21 f. WpHG |
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SKion GmbH |
(Oct 15, 2014) |
27.46%* |
| BMW AG |
(Oct 15, 2014) |
18.44% |
| Volkswagen AG |
(Jun 1, 2016) |
9.82%** |
*In December 2016, SKion GmbH purchased additional shares of SGL Carbon SE, resulting in their holding increasing to ~28.5% **Volkswagen AG did not participate in the December 2016 rights issue
Debt market instruments.
| Convertible notes 2012/2018 |
|
Convertible notes 2015/2020 |
|
| Coupon |
2.75% |
Coupon |
3.5% |
| Principal Amount |
€ 240 million |
Principal Amount |
€ 167 million |
| Adjusted Conversion Price |
€ 37.5067 |
Conversion Price |
€ 17.0732 |
Conversion Right (as at December 31, 2017) |
6.39 million shares |
Conversion Right (as at December 31, 2017) |
9.78 million shares |
| Issue Date |
25 April 2012 |
Issue Date |
14 September 2015 |
| Date of Maturity |
25 January 2018 |
Date of Maturity |
30 September 2020 |
| Corporate bond redeemed early on October 30, 2017 |
|
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| Coupon |
4.875% |
|
| Principal Amount |
€ 250 million |
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| Issue Date |
12 December 2013 |
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| Original date of Maturity |
15 January 2021 |
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Financial calendar / contact details.
| Financial calendar 2018 |
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Contact |
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| March 14, 2018 |
Annual Report 2017 |
SGL CARBON SE |
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| May 8, 2018 |
Report on the first quarter 2018 |
|
Soehnleinstrasse 8 65201 Wiesbaden |
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| May 29, 2018 |
Annual General Meeting |
Germany Phone |
+49 (0) 611 - 6029 - 103 |
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| August 7, 2018 |
Report on the first half year 2018 |
Fax |
+49 (0) 611 - 6029 - 101 |
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| November 6, 2018 |
Report on the first nine months 2018 |
[email protected] www.sglgroup.com |
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Reporting Segment Composites - Fibers & Materials
Reporting Segment. Composites - Fibers & Materials (CFM)
Composites – Fibers & Materials (CFM).
New market segmentation
Market Segment |
|
|
|
|
|
| Sales |
Automotive |
Aerospace |
Wind Energy |
Industrial Applications |
Textile Fibers |
| 2016 |
29 % |
7 % |
15 % |
21 % |
28 % |
| 2015 |
28 % |
4 % |
15 % |
20 % |
33 % |
Our Composites in the Automotive Industry. Leaf springs for suspension systems
Significant weight-savings through glass fiber based lightweight leaf spring
- Structural component for axle module, from simulation-assisted product design up to parts delivery in large series
- Fully automated production lines
- Peak volume over 550.000 pieces/a
- Weight saving combined with dynamic driving advantages Volvo XC 90
New Volvo XC 90
The next level of Carbon Fiber in Automotive. New BMW 7 series
Key differentiator in automotive. Focus on industrializing carbon fiber usage
- Key to increased usage of carbon fiber in automotive is the ability to produce in serial scale and to provide cost competitiveness to other materials taking into account the substantial benefits of composite materials
- Name of the game is automation
- We command a carbon fiber technology which is ideally suited for use in automated processes
- We possess technologies for automated processing of materials and production of components
New hybrid materials manufactured with automated production systems. Example B-Pillar
Cycle times of < 50 seconds enable large series production (e.g. 150.000 pieces/a)
Carbon in Automotive. Stringent CO2 emission restrictions globally
CO2 emissions carfleet actual averages and targets [in g CO2 per km, normalized to NEDC*]
- Global approach to reduce CO2 emissions
- Progressively more comfort and safety features on board
- Driver for
Example EU. CO2 reduction targets can only be achieved with lightweight construction
OEM fleet target development (EU) [in g CO2 /km]
Only achievable with lightweight
Carbon in Automotive. Lightweight materials offer significant weight advantages – especially CFRP
Relative component weight (with the same functionality) [in %]
Reporting Segment Graphite Materials & Systems
Reporting Segment. Graphite Materials & Systems (GMS)
*e.g. electric discharge machining (EDM), oil and gas, glass, high temperature applications, metallurgy
Graphite Materials & Systems (GMS).
New market segmentation
Market Segment |
|
|
|
|
|
|
|
| Sales |
Battery& other Energy |
Solar |
LED |
Semi conductor |
Automotive & Transport |
Chemical |
Industrial Applications |
| 2016 |
16 % |
11 % |
2 % |
5 % |
7 % |
27 % |
32 % |
| 2015 |
14 % |
10 % |
3 % |
5 % |
7 % |
30 % |
31 % |
Graphite Materials & Systems. Specialty graphite materials required where other materials fail
Properties can be tailored to specific requirements
Graphite is present in nearly every industrial application
SGL provides its graphite based solutions to more than 35 industries
GMS: Best solutions for our customers. We command the broadest graphite competence in the industry
Meander heater for mono-silicon units
C/C3 carrier frame for solar wafers
... in the Battery and Energy Storage Industry
Redox flow battery electrode consisting of battery felt and Anode material for lithium-ion batteries
... in the Chemical Industry
Systems & equipment (e.g. syntheses, heat exchangers)
Flexible graphite foil
Reinforced graphite sealing sheet
1Silicon Carbide; 2Light-Emitting Diodes; 3Carbon/carbon
bipolar plate
Graphite materials enable innovation.
Examples:
- Advanced graphite anode materials for lithiumion batteries
- Graphite foils and felts for stationary energy storage
- Additives for lead acid batteries
- 3D filament wound susceptors for semiconductors
- Advanced silicon carbide coated carriers for LED
- CFRC charging racks carriers for hightemperature applications
- Extra large reactors for polysilicon production
- CFRC column internals for chemical processes
Graphite Materials & Systems.
Leading market shares in major end markets
| Global markets shares 2016 |
|
| Chemicals |
35% |
| Batteries & other energy |
35% |
| Solar |
15% |
| Semiconductor |
15% |
| LED |
10% |
| Automotive & transportation |
15% |
| Industrial applications |
10%-50% |
Important note.
Important note:
This presentation contains statements relating to certain projections and business trends that are forward-looking, including statements with respect to SGL Group's outlook and business development, including developments in SGL Group's Composites - Fibers & Materials and Graphite Materials & Systems businesses, expected customer demand, expected industry trends and expected trends in the business environment, statements related to SGL Group's cost savings programs. You can generally identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about SGL Group's businesses and future financial results, and readers should not place undue reliance on them. Forward-looking statements do not guarantee future performance and involve risks and uncertainties. These risks and uncertainties include, without limitation, changes in political, economic, legal and business conditions, particularly relating to SGL Group's main customer industries, competitive products and pricing, the ability to achieve sustained growth and profitability in SGL Group's Composites - Fibers & Materials and Graphite Materials & Systems businesses, the impact of any manufacturing efficiencies and capacity constraints, widespread adoption of carbon fiber products and components in key end-markets of the SGL Group, including the automotive and aviation industries, the inability to execute additional cost savings or restructuring measures, availability of raw materials and critical manufacturing equipment, trade environment, changes in interest rates, exchange rates, tax rates, and regulation, available cash and liquidity, SGL Group's ability to refinance its indebtedness, development of the SGL Group's pension obligations, share price fluctuation may have on SGL Group's financial condition and results of operations and other risks identified in SGL Group's financial reports. These forwardlooking statements are made only as of the date of this document. SGL Group does not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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