AI assistant
SGL CARBON SE — Interim / Quarterly Report 2012
Nov 8, 2012
389_10-q_2012-11-08_d39eb088-f4b1-4ab5-91ba-0675b58216b5.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
broad base. best Solutions.
hIGhlIGhTs
- Sales increased 12% YoY (currency adjusted 8%) including initial consolidation of Fisipe (5%)
- PP and GMS performing in line with expectations
- CFC impacted by delayed projects and developments, non cash write-down of long-term PoC receivables relating to Boeing 787
- Solid equity ratio at 44%, gearing at 0.49 within target of plus /minus 0.5
- Full year 2012 Group EBIT guidance confirmed at approximately €160 million (before non cash write-down of long-term PoC receivables in Q3/2012)
| Nine Months | |||||
|---|---|---|---|---|---|
| € m | 2012 | 2011 | Change | ||
| Sales revenue | 1,255.9 | 1,119.5 | 12.2 % | ||
| Gross profit | 294.5 | 310.5 | – 5.2 % | ||
| EBITDA 1) | 193.3 | 176.1 | 9.8 % | ||
| Operating profit (EBIT) 1) | 134.9 | 124.4 | 8.4 % | ||
| Operating profit (EBIT) | 80.7 | 128.5 | – 37.2 % | ||
| Return on sales 2) | 10.7 % | 11.1% | – | ||
| Net profit attributable to equity holders | 0.9 | 56.9 | – 98.4 % | ||
| Earnings per share, basic (in €) | 0.01 | 0.86 | – 98.8 % | ||
fINANCIAl hIGhlIGhTs (unaudited)
| € m | sept. 30, 2012 |
Dec. 31, 2011 |
Change |
|---|---|---|---|
| Total assets | 2,502.3 | 2,271.3 | 10.2 % |
| Shareholders' equity | 1,090.7 | 1,041.1 | 4.8 % |
| Net financial debt | 539.7 | 343.3 | 57.2 % |
| Debt ratio (Gearing) 3) | 0.49 | 0.33 | – |
| Equity ratio 4) | 43.6 % | 45.8 % | – |
1) Before write-down of PoC receivables of €54.2 million in 2012 and before reversal of impairment losses and impairment losses of net €4.1 million in 2011
3) Net financial debt divided by shareholders' equity
4) Shareholders' equity divided by total assets
2) Ratio of operating profit (before write-down of PoC receivables in 2012 and before reversal of impairment losses and impairment losses in 2011) to sales revenue
INTERIM GROUP MANAGEMENT REPORT (unaudited)
ECONOMIC ENVIRONMENT
In its October 2012 World Economic Outlook, the International Monetary Fund (IMF) reported that the recovery continues but has suffered new setbacks, and that uncertainty weighs heavily on the outlook. A key reason is that policies in the major advanced economies have not rebuilt confidence in medium-term prospects. Tail risks, such as those relating to the viability of the Euro area or major U.S. fiscal policy mistakes, continue to preoccupy investors, according to the IMF. Consequently, the IMF revised downwards its 2013 forecast for global growth for the third time this year to now 3.6%, from 3.9% projected in July 2012. The IMF also cut its estimate for 2012 from 3.5% to 3.3%. Output is expected to remain sluggish in advanced economies but is still relatively solid in many emerging markets and developing economies. Unemployment is likely to stay elevated in many parts of the world, and financial conditions will remain fragile.
Key events of the business development
Details of company acquisitions
Effective April 11, 2012, SGL Group completed the acquisition of an 86.2% stake in the listed Portuguese company Fisipe – Fibras Sintéticas de Portugal S.A. Fisipe consists of the parent company, one subsidiary and one joint venture (Fisigen) and is being integrated into the Business Area Carbon Fibers & Composites (CFC). The initial consolidation of Fisipe increased total assets by €87.6 million as of April 11, 2012. Fisipe contributed €55.4 million to Group sales revenue in the reporting period. At the end of September, SGL Group had completed the acquisition of an additional 13.3% stake in Fisipe and consequently held a 99.5% stake in the company. For further details please refer to the notes to the condensed interim financial statements.
Placement of convertible notes
On April 18, 2012, SGL Carbon SE issued convertible notes with a principle amount of €240 million and a maturity until January 2018. The convertible notes have an underlying volume of 5.4 million shares and a coupon of 2.75% p.a.
Write-down of (PoC) receivables from long-term construction contracts
On October 24, 2012, we announced that our receivables from long-term construction contracts that are accounted for using the percentage of completion (PoC) method within the Business Unit Aerostructures (HITCO) of the Business Area CFC may not be fully recoverable due to substantial project delays and markedly reduced production volumes compared to the original plan. As a result, SGL Group recorded a write-down of the PoC receivables in the current period of €54.2 million (hereafter referred to as the "PoC-Effect"), with a corresponding negative impact on EBIT. This adjustment also decreased sales and increased cost of sales by €32.5 million and €21.7 million, respectively.
Business Development
Condensed consolidated income statement (Part 1)
| Nine Months | |||||
|---|---|---|---|---|---|
| €m | 2012 | 2011 | Change | ||
| Sales revenue | 1,255.9 | 1,119.5 | 12.2% | ||
| Gross profit | 294.5 | 310.5 | –5.2% | ||
| Selling, administrative, research and other income /expense | –213.8 | –186.1 | –14.9% | ||
| Profit from operations (EBIT) before reversal of impairment losses and impairment losses |
80.7 | 124.4 | –35.1% | ||
| Reversal of impairment losses and impairment losses | 0.0 | 4.1 | – | ||
| Profit from operations (EBIT) | 80.7 | 128.5 | –37.2% | ||
| Profit from operations (EBIT) before write-down of PoC receivables in 2012 and before reversal of impairment losses and impairment losses in 2011 |
134.9 | 124.4 | 8.4% |
Group sales increased by 12% to €1,255.9 million in the first nine months of 2012 (9M/2011: €1,119.5 million) supported by all three Business Areas. Initial consolidation of our recently acquired Portuguese subsidiary Fisipe contributed €55.4 million to the sales in the reporting period, representing 5%-points of the recorded growth. The current period's decrease in sales due to the write-down of PoC receivables within CFC was partially offset by the final settlement of a long-term supply contract in a low double digit million € amount within PP. Currency adjusted Group sales grew by 8%.
Although sales increased in the reporting period, gross profit decreased by 5% year-over-year, mainly due to the PoC-Effect. Gross margin without this effect at 27.7% remained unchanged compared to the prior year level. Positive effects from the high capacity utilization in the first months of 2012 within GMS, the positive effect of the final settlement of a long-term supply contract in PP, higher prices and volumes within PP along with €19 million in total savings from our SGL Excellence initiative were more than offset by the €54.2 million write-down of PoC receivables within our Business Unit (BU) Aerostructures (HITCO), the continued negative earnings situation of our rotor blade business and the low capacity utilization within our BU Carbon Fibers & Composite Materials.
Compared to the first nine months of the previous year (9M/2011: €186.1 million), selling, administrative, research and other income/expense increased by almost 15% to €213.8 million mainly due to higher selling expenses (+15%) resulting from higher volumes and increased freight rates, as well as higher research and development expenses (+18%).
The like-for-like EBIT growth (excluding Poc-Effect in 2012 and excluding the reversal of impairment losses and impairment losses in 2011) was 8% compared to the prior year period. Reported EBIT in the current period amounted to €80.7 million compared to €128.5 million in the same period one year earlier.
| Nine Months | |||
|---|---|---|---|
| €m | 2012 | 2011 | Change |
| Sales revenue | 681.4 | 601.7 | 13.2% |
| EBITDA | 169.8 | 127.0 | 33.7% |
| Profit from operations (EBIT) | 141.3 | 100.0 | 41.3% |
| Return on sales | 20.7% | 16.6% | – |
SEGMENT Reporting
In the Business Area Performance Products, sales in the reporting period increased by 13% to €681.4 million (9M/2011: €601.7 million). Currency adjusted sales increased by 8%. This strong increase was primarily driven by the expected final settlement of a long-term supply contract. As anticipated, the underlying business of Performance Products benefited from rising graphite electrode shipments in the third quarter compared to the first half 2012 and continues to be supported by higher pricing compared to the previous year. The recovery in cathode volumes, which began in the middle of last year, continued in the reporting period – however at anticipated lower selling prices.
Performance Products (PP)
EBIT increased by 41% to €141.3 million in the first nine months 2012 compared to €100.0 million in the same period one year earlier mainly due to the above mentioned settlement of a long-term supply contract, higher graphite electrode prices and increased cathode sales volumes as well as savings from our SGL Excellence initiative of approximately €7 million. Start up costs for the commissioning of the new Malaysian production facility continued to burden earnings in the reporting period. Return on sales improved to 20.7% in the first nine months of 2012 (9M / 2011: 16.6%).
On September 13, 2012, we officially inaugurated our fully integrated graphite electrode and cathode plant in Banting (Malaysia). As the industry's first green field development outside of China in more than 25 years, the Banting facility will have an annual capacity of 60,000 tons for graphite electrodes and cathodes. The technical capability to produce both electrodes and cathodes ("swing capacity") will allow flexible operations to adjust production to market needs. We have employed best practices from our global production infrastructure in bringing together the long-standing expertise and technology. This state-of-the-art facility defines a new benchmark in cost efficiency and quality for the graphite industry. The total investment volume is over €200 million.
On September 24, 2012, we announced a 9% price increase for our graphite electrode business compared to currently contracted prices. These new prices were in effect immediately for all new orders and only valid for shipments made until June 30, 2013. This price increase reflects the impact of increasing energy and raw material costs and the ongoing efforts to recover former cost increases which could not be offset with previous price measures.
Graphite Materials & Systems (GMS)
| Nine Months | ||||
|---|---|---|---|---|
| €m | 2012 | 2011 | Change | |
| Sales revenue | 374.5 | 351.4 | 6.6% | |
| EBITDA | 70.7 | 81.3 | –13.0% | |
| Profit from operations (EBIT) | 57.4 | 68.1 | –15.7% | |
| Return on sales | 15.3% | 19.4% | – |
In the first nine months of 2012, sales in the Business Area Graphite Materials & Systems grew by 7% (currency adjusted by 3%) to €374.5 million (9M/2011: €351.4 million) driven by the Business Units Process Technology and New Markets, while the Business Unit Graphite Specialties remained on the previous year level, demonstrating that our broad materials base is helping to compensate for the cyclical downturn in the solar, semiconductor and LED industries.
As expected, EBIT decreased by approximately 16% from €68.1 million in the first nine months of the previous year to €57.4 million in the reporting period, resulting in a return on sales of 15.3% (9M/2011: 19.4%). The predicted deterioration of the ROS is primarily the result of lower fixed cost absorption. Capacity utilization in the first nine months of 2012 was lower compared to the very high level during 9M/2011, as we have adjusted our production to the lower order intake levels. Savings from our SGL Excellence initiative amounted to approximately €6 million in the first nine months 2012.
Carbon Fibers & Composites (CFC)
Nine Months €m 2012 2011 Change Sales revenue 197.6 161.4 22.4% EBITDA* –11.9 –0.1 >– 100.0% Profit from operations (EBIT) * –24.2 –8.9 >– 100.0% Profit from operations (EBIT) –78.4 –4.8 >– 100.0% Return on sales* –12.2% –5.5% –
Fully consolidated CFC business activities within SGL Group
* Before write-down of PoC receivables in 2012 of €54.2 million and before reversal of impairment losses and impairment losses of plus €4.1 million in 2011
Q3 /2012 earnings in the Business Area Carbon Fibers & Composites were markedly impacted by the non cash write-down of long-term PoC receivables (Percentage-of-Completion Method) in the Business Unit Aerostructures (HITCO), affecting sales by €32.5 million and EBIT by €54.2 million. The write-down had become necessary under IFRS rules primarily due to the repeated delays in production and shipments of the Boeing 787 (Dreamliner) and, furthermore, due to substantially reduced production volumes of the 787-8 variant and its respective components, in favor of the 787-9. This development rendered obsolete HITCO's contracts for B 787-8 components, primarily with one of our customers, a major tier 1 supplier to OEMs in the aerospace industry.
In line with our contractual rights and aerospace industry practice, we have filed a claim with this customer. Potential future compensation payments would reduce the losses associated with these contracts, but can only be recorded if and to the extent these payments are almost certain.
Boeing has announced higher production volumes of the B787-9 variant to replace the reduced production of the B787-8 variant. In this context, we expect to be partially compensated with higher volumes for components for the B787-9 variant, which, however, can only be reflected in future earnings.
Reported sales in the Business Area Carbon Fibers & Composites increased by 22% to €197.6 million (9M/2011: €161.4 million) in the first nine months 2012 and include initial sales contribution of €55.4 million from our newly acquired Portuguese acrylic fiber company Fisipe. Currency adjusted sales grew by 18%. The sales increase was partially offset by the PoC-Effect at our Business Unit Aerostructures (HITCO) which reduced sales by €32.5 million in the third quarter 2012. The like-for-like (excluding Fisipe and PoC-Effect) sales growth of approximately 8% was attributable to higher sales in the Business Unit Rotor Blades compared to the weak previous year reporting period, partially offset by lower sales in our Business Units Carbon Fibers & Composite Materials (CF/CM) and Aerostructures (AS).
Excluding the PoC-Effect, EBIT in the Business Area CFC amounted to minus €24.2 million (9M/2011: minus €8.9 million net of reversal of impairment losses and impairment losses). The lower underlying result is due to the continued negative earnings situation of our wind/rotor blade business and the low capacity utilization in the carbon fiber business due to continued project shifts resulting in lower material demand from the wind industry. Furthermore, delays in shipping orders for the Boeing 787 and the Joint Strike Fighter lead to an unsatisfactory utilization level in the Business Unit AS. Cost savings from our SGL Excellence initiative amounted to approximately €5 million.
At-Equity accounted business activities of CFC within SGL Group
(aggregated results attributable to SGL Group reported under result from investments accounted for At-Equity)
| Nine Months | |||
|---|---|---|---|
| €m | 2012 | 20112) | Change |
| Sales revenue1) | 110.3 | 88.3 | 24.9% |
1) Aggregated, unconsolidated 100% values for companies
2) Adjusted for PowerBlades (sold before year end 2011)
Main investments accounted for At-Equity and operationally assigned to the Business Area CFC are Brembo-SGL (Italy and Germany), Benteler-SGL (Germany and Austria), and SGL Automotive Carbon Fibers (joint ventures with BMW Group, Germany and USA). The At-Equity accounted investments within the Business Area Carbon Fibers & Composites represented a total sales volume of €110.3 million in the reporting period (9M/2011: €88.3 million, 100% values for companies), an increase of 25% which is not included in our consolidated Group sales figure. The nine months 2012 sales figure includes approximately €14 million sales contribution from the At-Equity accounted investment Fisigen, a joint venture between our recently acquired Portuguese company Fisipe and the Portuguese energy company EDP. As PowerBlades was sold at the end of the fiscal year 2011, the previous year's sales figure was adjusted for the sales revenues of the PowerBlades joint venture (€32.3 million) to ensure comparability.
Brembo-SGL
The joint venture with Brembo for the purpose of producing and further developing carbon ceramic brake discs initially experienced slightly lower sales in the course of 2011 resulting from customer model changes. As the order intake improved since the end of 2011, our plants in Stezzano (Italy) and Meitingen (Germany) are running at satisfactory capacity utilization.
Benteler-SGL
In our joint venture with Benteler we continue to develop the usage of carbon fiber reinforced composites in the automotive industry. Several projects with OEMs in the automotive industry are making good progress and should reach commercialization within the next years. In particular, a serial order for specific components of the new i3 was awarded to us by BMW.
On October 22, 2012, we inaugurated the new production facility in Ort im Innkreis (Austria). Composite components will be manufactured for the first time in serial production at the state-of-the-art site starting in the middle of 2013. Benteler-SGL is investing a total of €36 million. The product range of Benteler-SGL now includes body shell components such as side blades, doors and visible carbon components. The company's customer base comprises nearly all of the well-known automobile manufacturers, primarily from the premium class.
SGL Automotive Carbon Fibers
The joint ventures with BMW Group for the production of carbon fibers and fabrics for use in automobile manufacturing were established at the end of 2009 and began their operations in 2010. With the timely completion of the facility in Moses Lake (USA), carbon fibers are being shipped to the joint facility in Wackersdorf (Germany) since summer of 2011 to prepare for serial production. In Wackersdorf, the carbon fibers are converted into fabrics, which constitute the raw material for the production of carbon fiber reinforced plastic (CFRP) components in BMW Group's Landshut facility. The initial years up to the serial production planned for the end of 2013 are burdened by development and start up costs, which are also being incurred in 2012.
Central T&I and corporate costs
| Nine Months | ||||
|---|---|---|---|---|
| €m | 2012 | 2011 | Change | |
| Other revenue | 2.4 | 5.0 | –52.0% | |
| Central T&I costs | –8.9 | –9.3 | 4.3% | |
| Corporate costs | –30.7 | –25.5 | –20.4% |
At €8.9 million, central T&I costs decreased by 4% compared to the same period of the previous year (9M/2011: €9.3 million) mainly due to a governmental subsidy received for our R&D activities. Corporate costs increased by 20% to €30.7 million compared to €25.5 million in the first nine months of 2011 primarily as a result of the acquisition of Fisipe and other project related expenses.
Business Development
Condensed consolidated income statement (Part 2)
| Nine Months | |||||
|---|---|---|---|---|---|
| €m | 2012 | 2011 | Change | ||
| Profit from operations (EBIT) | 80.7 | 128.5 | –37.2% | ||
| Result from investments accounted for At-Equity | –12.4 | –17.4 | 28.7% | ||
| Net financing result | –36.0 | –39.4 | 8.6% | ||
| Profit before tax | 32.3 | 71.7 | –55.0% | ||
| Income tax expense | –33.1 | –26.1 | –26.8% | ||
| Non-controlling interests | 1.7 | 11.3 | – | ||
| Net profit attributable to the shareholders of the parent company |
0.9 | 56.9 | –98.4% | ||
| Earnings per share, basic (in €) | 0.01 | 0.86 | –98.8% | ||
| Earnings per share, diluted (in €) | 0.01 | 0.85 | –98.8% |
Result from investments accounted for At-Equity
Primary investments accounted for At-Equity and operationally assigned to the Business Area CFC are Brembo-SGL (Italy and Germany), Benteler-SGL (Germany and Austria) and SGL Automotive Carbon Fibers (joint ventures with BMW Group, Germany and USA). The result from investments accounted for At-Equity improved by €5.0 million to minus €12.4 million compared to minus €17.4 million one year earlier mainly due to the fact that PowerBlades is no longer included in these results, as we sold our share in this joint venture effective December 31, 2011.
Net financing result
| Nine Months | ||||
|---|---|---|---|---|
| 2012 | 2011 | Change | ||
| 1.8 | 2.3 | –21.7% | ||
| –13.3 | –13.3 | 0.0% | ||
| –10.1 | –10.6 | 4.7% | ||
| –0.9 | –0.9 | 0.0% | ||
| –13.6 | –12.4 | –9.7% | ||
| –36.1 | –34.9 | –3.4% | ||
| –1.9 | –2.0 | 5.0% | ||
| 2.0 | –2.5 | >100.0% | ||
| 0.1 | –4.5 | >100.0% | ||
| –36.0 | –39.4 | 8.6% | ||
The net financing result slightly improved compared to the prior year period. The lower expenses for non cash imputed interest for the convertible bonds resulting from partial conversions of the 2007/2013 and the 2009/2016 convertible bonds were largely offset by the issue of our new convertible bond in April 2012 as well as by higher interest expense on pensions.
Other financial income/expense includes several positive and negative effects such as a positive valuation of a bank loan denominated in foreign currency.
Profit before and after taxes
Profit before tax of €32.3 million for the first nine months of 2012 was negatively impacted by the PoC-Effect. Excluding this effect, profit before tax would have amounted to €86.5 million, an increase of 28% compared to €67.6 million (net of reversal of impairment losses and impairment losses) for the first nine months of 2011.
Income tax expense amounted to €33.1 million in the reporting period (9M/2011: €26.1 million). We did not recognize any deferred tax assets on the PoC-Effect. The increase in the tax rate compared to the first nine months of 2011 is due to the fact that certain losses of our At-Equity accounted investments, and losses incurred by a German limited partnership can not be considered for tax purposes. Excluding such effects, the normalised tax rate would have amounted to 33% (normalized 9M/2011: 31%). The normalised cash tax rate for the first nine months of 2012 remains at a low level of 18% (normalized 9M/2011: 17%)
Non controlling interests reported in the first nine months of 2011 included the minority partner's share of the impairment charges recorded in the rotor blade business.
As a result of the higher tax expense and the PoC-Effect, net profit attributable to the shareholders of the parent company decreased to €0.9 million (9M/2011: €56.9 million).
€m Sept. 30, 2012 Dec. 31, 2011 Change assets Non-current assets 1,239.8 1,212.7 2.2% Current assets 1,262.5 1,058.6 19.3% Total assets 2,502.3 2,271.3 10.2% EQUITY AND LIABILITIES Shareholders' equity 1,090.7 1,041.1 4.8% Non-controlling interests 14.9 14.0 6.4% Total equity 1,105.6 1,055.1 4.8% Non-current liabilities 969.4 881.0 10.0% Current liabilities 427.3 335.2 27.5% Total equity and liabilities 2,502.3 2,271.3 10.2%
Balance sheet structure
Total assets as of September 30, 2012, increased by 10% to €2,502.3 million compared to December 31, 2011 (€2,271.3 million) primarily due to the acquisition of Fisipe, as well the issue of our new convertible bond in April 2012. Currency effects increased total assets by €27 million.
Current assets increased by 19% to €1,262.5 million (December 31, 2011: €1,058.6 million) mainly due to higher inventories, trade receivables and cash proceeds from the new convertible bond issue in April 2012.
The issue of our new convertible bond also increased non-current liabilities. This effect was mitigated by the fact that the convertible bond from 2007 matures in May 2013 and, as a result, is now accounted for as a current liability. Accordingly, as of September 30, 2012, non-current liabilities increased by 10% to €969.4 million (December 31, 2011: €881.0 million) and current liabilities increased by 27% to €427.3 million (December 31, 2011: €335.2 million).
Working Capital
| €m | Sept. 30, 2012 |
Dec. 31, 2011 |
Change |
|---|---|---|---|
| Inventories | 600.9 | 507.8 | 18.3% |
| Trade receivables | 322.1 | 275.3 | 17.0% |
| Long-term receivables from construction contracts | 40.3 | 72.4 | –44.3% |
| Trade payables | –156.8 | –181.6 | 13.7% |
| Working Capital | 806.5 | 673.9 | 19.7% |
Working Capital as of September 30, 2012 rose by 20% to €806.5 million (December 31, 2011: €673.9 million) mainly due to 18% higher inventories, which reflect factor cost increases of our key raw materials as well as the forecasted higher sales, particularly in the Business Area Performance Products in the final quarter of this year. The increase was partly offset by the PoC-Effect. The operational increase in working capital (excluding PoC-Effect and before Fisipe) was 23%.
Changes in equity
Shareholders' equity increased by 5% to €1,090.7 million as of September 30, 2012 (December 31, 2011: €1,041.1 million) resulting from the IFRS equity component of the new convertible bond (€24.6 million), the share-based payment plans (€12.9 million) and the effects of other comprehensive income (€20.6 million, mainly currency translation effects). The increase was partially offset by the dividend payment (minus €14.1 million). Overall, the equity ratio slightly decreased from 45.8% to 43.6%.
Net financial debt
| €m | Sept. 30, 2012 |
Dec. 31, 2011 |
Change |
|---|---|---|---|
| Current and non-current financial liabilities | 773.4 | 556.6 | 39.0% |
| Remaining imputed interest for the convertible bonds | 36.5 | 21.8 | 67.4% |
| Accrued refinancing cost | 7.4 | 6.6 | 12.1% |
| Total financial debt | 817.3 | 585.0 | 39.7% |
| Time deposits | 170.0 | 80.0 | >100.0% |
| Cash and cash equivalents | 107.6 | 161.7 | –33.5% |
| Total liquidity | 277.6 | 241.7 | 14.9% |
| Net financial debt | 539.7 | 343.3 | 57.2% |
Total financial debt as of September 30, 2012 consisted of our corporate bond, the convertible bonds 2007 / 2013, 2009 / 2016 and 2012 / 2018, loans from local banks, imputed interest for the convertible bonds and accrued refinancing expenses and amounted to €817.3 million (December 31, 2011: €585.0 million). Financial debt is recorded in the balance sheet under the item "Bonds and interest-bearing loans".
As of September 30, 2012, total liquidity increased to €277.6 million compared to €241.7 million at the end of 2011 primarily due to the new convertible bond issue in April 2012. This increase was partially offset by the inventory build up, payments for the acquisition of Fisipe and financing of our investments accounted for At-Equity. For further details please refer to the interim consolidated cash flow statement within this report.
Consequently, net financial debt increased by 57% to €539.7 million as of September 30, 2012 (December 31, 2011: €343.3 million).
Free cash flow
| Nine Months | ||||
|---|---|---|---|---|
| €m | 2012 | 2011 | ||
| Cash flows from operating activities | ||||
| Profit before tax | 32.3 | 71.7 | ||
| Depreciation and amortization expense | 58.4 | 47.7 | ||
| Changes in working capital (net) | –111.6 | –103.2 | ||
| Miscellaneous Items | –2.5 | 36.8 | ||
| Net cash used in /provided by operating activities | –23.4 | 53.0 | ||
| Cash flows from investing activities | ||||
| Intangible assets and property, plant and equipment | –78.4 | –79.4 | ||
| Payments for the acquisition of a subsidiary (less cash acquired) | –30.6 | 0.0 | ||
| Financial investments and other items | –27.0 | –22.4 | ||
| Net cash used in investing activities | –136.0 | –101.8 | ||
| Free cash flow* | –159.4 | –48.8 | ||
* Defined as net cash used in/provided by operating activities minus net cash used in investing activities
We report free cash flow, defined as cash provided by operating activities after cash interest and taxes paid less investing activities (cash used for additions to intangible assets and property, plant and equipment and financial investments) before dividend payments.
Due to higher working capital requirements, cash used by operating activities amounted to €23.4 million in the reporting period after a positive operating cash flow of €53.0 million in the same period one year earlier. The 9M/2011 miscellaneous items of €36.8 million primarily reflect high non cash losses of our At-Equity accounted investments in the prior year, which were added back to calculate the operating cash flow.
Higher cash used for investing activities of approximately €34 million was mainly related to the acquisition of Fisipe.
In total, free cash flow in the reporting period decreased to minus €159.4 million (9M/2011: minus €48.8 million).
EMPLOYEES
As of September 30, 2012, SGL Group employed 6,664 people, 217 more than at the end of 2011. The increase is primarily a result of the first consolidation of Fisipe with 255 employees. Excluding this effect, the total number of employees decreased by 38. The number of employees in the Business Area Performance Products was slightly down by 11 to 2,083. The Business Area Graphite Materials & Systems increased the number of employees by 5, reaching a total of 2,816 employees by the end of September 2012. Net of the Fisipe effect, the Business Area Carbon Fibers & Composites reduced its workforce by 35. Including Fisipe, the total number of employees in CFC was 1,689 as of September 30, 2012.
At the end of September 2012, SGL Group employed 2,579 people in Germany (plus 44 compared to year end 2011), 2,053 in the rest of Europe (plus 238 compared to year end 2011), 1,305 in North America (minus 105 compared to year end 2011), and 727 in Asia (plus 40 compared to year end 2011). The increase in the rest of Europe is due to the first consolidation of Fisipe.
OPPORTUNITIES AND RISKS
Regarding existing opportunities and risks we refer to the annual report for the financial year ended December 31, 2011 as well as to the Management Report of this interim report.
Opportunities might result from a more positive development of the global economy in general and our customer industries in particular. At present stage, the overall economic risks are still considerable. The continuing Euro and sovereign debt crisis, the uncertainties regarding the anticipated fiscal cliff in the US and reduced Asian growth rates have a direct impact on the global economy and general demand developments. Besides such regional and global economic trends, we also face generally more subdued, and in certain cases even markedly reduced, demand in our customer industries. Further increasing raw material prices will have a negative influence on profit margins and may also weaken demand.
For the period under review, SGL Group's risk situation in the Business Area Carbon Fibers & Composites has further changed regarding the temporary weak demand for industrial carbon fibers, further delays in civil and military aviation projects as well as the continued difficult situation in the wind industry. Accordingly, we may be required to assess the recoverability and valuation of our assets recorded in the balance sheet. Nevertheless, we expect that the fundamental mid to long-term growth trends for lightweight materials will stay unchanged.
In our opinion and based upon information currently available, there are no material individual risks that could jeopardize the business as a going concern. Even if the individual risks are viewed on an aggregated basis, they do not threaten the going concern of SGL Group in the foreseeable future based upon present knowledge. Any potential impacts resulting from the current uncertain financial and macroeconomic public framework might adversely impact our businesses.
OUTLOOK
Business Area Performance Products
Despite considerable uncertainties in the steel markets, our order book continues to reflect higher graphite electrode shipments in the final quarter of 2012 compared to the first three quarters of this year. Higher raw material and other factor cost increases in fiscal year 2012 were largely passed on in our sales prices.
Since the middle of last year, we have seen a stepwise recovery in cathode demand, which should also apply to the full year 2012. We already observe higher maintenance and new investments for additional aluminum capacity. However, a noticeable increase in demand – primarily related to new investments – will only translate into higher capacity utilization of our cathode capacities in the coming years. Therefore, for the time being, we will not yet be able to pass on rising factor costs.
As a result we continue to expect higher sales and comparable margins for the Business Area PP in the full year 2012 compared to the previous year.
Business Area Graphite Materials & Systems
Since the fourth quarter of 2011, order intake started to slow down for our Business Unit Graphite Specialties, which continued into 2012 and is impacting sales in the second half of this year. In contrast, the Business Unit Process Technology ended fiscal year 2011 with a record order backlog, which has a positive impact on sales in the year 2012. The Business Unit New Markets is also benefiting from strong demand from the lithium ion battery industry. Therefore, on the whole, we expect sales in the Business Area Graphite Materials & Systems to match last year's record level.
The lower order intake, increased market pressures and adverse product mix developments in the Business Unit Graphite Specialties, has resulted in reduced capacity utilization with lower fixed cost absorption since the second quarter of this year. These effects will prevent a repetition of the 2011 record EBIT return on sales of 18% in GMS, as seen in the second and third quarter of this year. Irrespective of this, we anticipate the return on sales in the full year 2012 to still be significantly higher than our medium term target of at least 10%, resulting most likely in the second best year ever of GMS.
Business Area Carbon Fibers & Composites
In 2011, the earnings situation of the Business Area Carbon Fibers & Composites was strongly impacted by the difficult wind energy markets which continued to suffer from the after effects of the financial crisis and in consequence, heavily burdened our Business Unit Rotor Blades. Since this market still shows no signs of a sustained recovery in the immediate future, additional adverse effects on our rotor blades business cannot be ruled out. However, thanks to the acquisition of new customers and our optimization measures, we expect to be able to reduce losses in this Business Unit.
The Business Unit Carbon Fibers & Composite Materials is affected by lower material demand from the wind industry as well, caused mainly by the production facility shutdown of a major customer. The Business Unit Aerostructures is impacted by further delays in projects relating to civil and military aerospace in particular relating to the Boeing 787 as outlined by the writedown of long-term PoC receivables recorded in Q3/2012. As a consequence, losses in the Business Area CFC in the full year 2012 will be higher than in 2011.
Generally, the Business Area CFC continues to be impacted by a strong R&D driven substitution trend, which can lead to delays and to start-up/development expenses, which may partially not be projectable until a certain commercial maturity is reached. However, there is no change to the long-term considerable growth potential in this material segment.
Group
The expectations outlined above result overall in an unchanged guidance for Group sales and EBIT compared to the outlook presented with the half year report in August 2012: Group sales in 2012 to increase compared to the previous year. Despite the Business Areas PP and GMS performing in line with our expectations, we continue to expect Group EBIT in the full year 2012 to remain only at the 2011 level of approximately €160 million (before write-down of PoC receivables) due to the higher than initially planned losses in the Business Area CFC.
The mid term gearing target of approximately 0.5 remains our top priority. It will continue to be the governing indicator defining our capex spending. The largest projects in this investment program are scheduled to be completed this year. Accordingly, we forecast capital expenditure in plant, property and equipment and intangible assets to be at best up to €150 million in 2012 (including Fisipe) which will largely be funded from operational cash flow. As per our guidance, we continue to anticipate free cash flow to be up to minus €60 million in fiscal year 2012 (before acquisitions). Including payments relating to the acquisition of Fisipe, we expect free cash flow in the full year 2012 to amount to approximately minus €115 million.
With capital expenditure forecasted to decline in the future, we seek to again be free cash flow positive in 2013 (before acquisitions).
RESPONSIBILITY STATEMENT
To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the interim Group Management Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Wiesbaden, November 8, 2012
SGL Carbon SE The Board of Management
Condensed Consolidated Income Statement
| 3rd Quarter | Nine Months | ||||||
|---|---|---|---|---|---|---|---|
| €m | 2012 | 2011 | Change | 2012 | 2011 | Change | |
| Sales revenue | 446.1 | 394.5 | 13.1% | 1,255.9 | 1,119.5 | 12.2% | |
| Cost of sales | –364.3 | –283.7 | –28.4% | –961.4 | –809.0 | –18.8% | |
| Gross profit | 81.8 | 110.8 | –26.2% | 294.5 | 310.5 | –5.2% | |
| Selling, administrative, research and other income/expense |
–74.1 | –62.6 | –18.4% | –213.8 | –186.1 | –14.9% | |
| Reversal of impairment losses and impairment losses |
– | – | – | – | 4.1 | – | |
| Profit from operations (EBIT) | 7.7 | 48.2 | –84.0% | 80.7 | 128.5 | –37.2% | |
| Result from investments accounted for At-Equity |
–5.2 | –2.7 | –92.6% | –12.4 | –17.4 | 28.7% | |
| Interest income | 0.6 | 0.5 | 20.0% | 1.8 | 2.3 | –21.7% | |
| Interest expense | –13.6 | –12.7 | –7.1% | –37.9 | –37.2 | –1.9% | |
| Other financing result | 1.7 | –2.3 | >100.0% | 0.1 | –4.5 | >100.0% | |
| Profit/loss before tax | –8.8 | 31.0 | >– 100.0% | 32.3 | 71.7 | –55.0% | |
| Income tax expense | –13.9 | –9.5 | –46.3% | –33.1 | –26.1 | –26.8% | |
| Net profit/loss for the period | –22.7 | 21.5 | >– 100.0% | –0.8 | 45.6 | >– 100.0% | |
| Attributable to: | |||||||
| Shareholders of the parent company | –22.8 | 21.9 | >– 100.0% | 0.9 | 56.9 | –98.4% | |
| Non-controlling interests | 0.1 | –0.4 | – | –1.7 | –11.3 | – | |
| Earnings per share, basic (in €) | –0.33 | 0.33 | >– 100.0% | 0.01 | 0.86 | –98.8% | |
| Earnings per share, diluted (in €) | –0.33 | 0.32 | >– 100.0% | 0.01 | 0.85 | –98.8% |
| 3rd Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| €m | 2012 | 2011 | 2012 | 2011 | |
| Net profit/ loss for the period | –22.7 | 21.5 | –0.8 | 45.6 | |
| Changes in the fair value of available for sale securities | –4.7 | 0.0 | –6.6 | 0.0 | |
| Cash flow hedges | 1.9 | –6.8 | 6.0 | –5.6 | |
| Currency translation | 4.3 | 2.8 | 21.3 | –24.8 | |
| Other comprehensive income | 1.5 | –4.0 | 20.7 | –30.4 | |
| Comprehensive income | –21.2 | 17.5 | 19.9 | 15.2 | |
| Attributable to: | |||||
| Shareholders of the parent company | –21.3 | 17.4 | 21.5 | 26.3 | |
| Non-controlling interests | 0.1 | 0.1 | –1.6 | –11.1 | |
Consolidated Statement of Comprehensive Income
Interim Condensed Consolidated Balance Sheet
| assets €m |
Sept. 30, 2012 |
Dec. 31, 2011 |
Change |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 161.7 | 144.2 | 12.1% |
| Property, plant and equipment | 918.2 | 859.8 | 6.8% |
| Other non-current assets | 108.1 | 140.9 | –23.3% |
| Deferred tax assets | 51.8 | 67.8 | –23.6% |
| 1,239.8 | 1,212.7 | 2.2% | |
| Current assets | |||
| Inventories | 600.9 | 507.8 | 18.3% |
| Trade receivables | 322.1 | 275.3 | 17.0% |
| Other receivables and other current assets | 61.9 | 33.5 | 84.8% |
| Liquidity | 277.6 | 241.7 | 14.9% |
| Time deposits | 170.0 | 80.0 | >100.0% |
| Cash and cash equivalents | 107.6 | 161.7 | –33.5% |
| 1,262.5 | 1,058.3 | 19.3% | |
| Assets held for sale | 0.0 | 0.3 | >– 100.0% |
| Total assets | 2,502.3 | 2,271.3 | 10.2% |
| equit y an d lia bilities €m |
Sept. 30, 2012 |
Dec. 31, 2011 |
Change |
|---|---|---|---|
| Shareholders' equity | 1,090.7 | 1,041.1 | 4.8% |
| Non-controlling interests | 14.9 | 14.0 | 6.4% |
| Total equity | 1,105.6 | 1,055.1 | 4.8% |
| Non-current liabilities | |||
| Bonds and interest-bearing loans | 633.4 | 550.4 | 15.1% |
| Provisions for pensions and similar employee benefits | 282.2 | 278.7 | 1.3% |
| Deferred tax liabilities | 8.8 | 4.8 | 83.3% |
| Other non current liabilities and provisions | 45.0 | 47.1 | –4.5% |
| 969.4 | 881.0 | 10.0% | |
| Current liabilities | |||
| Other provisions | 84.0 | 76.8 | 9.4% |
| Bonds and interest-bearing loans | 140.0 | 6.2 | >100.0% |
| Trade payables | 156.8 | 181.6 | –13.7% |
| Other current liabilities and income tax liabilities | 46.5 | 70.6 | –34.1% |
| 427.3 | 335.2 | 27.5% | |
| Total equity and liabilities | 2,502.3 | 2,271.3 | 10.2% |
Interim Consolidated Cash Flow Statement
| Nine Months | ||
|---|---|---|
| €m | 2012 | 2011 |
| Profit before tax | 32.3 | 71.7 |
| Add back of net interest expenses | 36.1 | 34.9 |
| Gain on disposal of property, plant and equipment | –0.7 | –0.3 |
| Depreciation and amortization expense | 58.4 | 51.8 |
| Impairments, net of reversals | 0.0 | –4.1 |
| Amortization of refinancing costs | 1.9 | 2.0 |
| Interest received | 0.3 | 2.6 |
| Interest paid | –12.3 | –14.2 |
| Income taxes paid | –15.6 | –11.8 |
| Changes in provisions (net) | –5.3 | –7.4 |
| Changes in working capital (net) | –111.6 | –103.2 |
| Changes in other operating assets and other liabilities | –6.9 | 31.0 |
| Net cash used in/provided by operating activities | –23.4 | 53.0 |
| Payments to purchase intangible assets and property, plant and equipment | –78.4 | –79.4 |
| Payments for investments accounted for At-Equity | –24.0 | –12.8 |
| Payments for the acquisition of a subsidiary (less cash acquired) | –30.6 | 0.0 |
| Other investing activities | –3.0 | –9.6 |
| Net cash used for investing activities | –136.0 | –101.8 |
| Free cash flow* | –159.4 | –48.8 |
| Change in time deposits | –90.0 | 120.0 |
| Net cash used in/provided by investing and cash management activities |
–226.0 | 18.2 |
| Proceeds from corporate debt | 240.1 | 4.8 |
| Repayment of corporate debt | –16.1 | –2.6 |
| Changes in ownership interest in a subsidiary | –11.3 | –7.2 |
| Dividend payments | –14.1 | 0.0 |
| Payments in connection with the refinancing | –3.1 | –2.1 |
| Other financing activities | –0.4 | 0.5 |
| Net cash provided by/used in financing activities | 195.1 | –6.6 |
| Effect of foreign exchange rate changes | 0.2 | 0.3 |
| Net change in cash and cash equivalents | –54.1 | 64.9 |
| Net cash and cash equivalents at beginning of period | 161.7 | 84.7 |
| Net cash and cash equivalents at end of period | 107.6 | 149.6 |
| Time deposits | 170.0 | 80.0 |
| Total liquidity | 277.6 | 229.6 |
* Defined as cash provided by/used in operating activities minus cash used for investing activities (before cash management activities)
| Share holders' equity |
Non controlling interests |
Total equity |
|---|---|---|
| 1,041.1 | 14.0 | 1,055.1 |
| 2.2 | – | 2.2 |
| 12.9 | – | 12.9 |
| 24.6 | – | 24.6 |
| –14.1 | –0.4 | –14.5 |
| 0.9 | –1.7 | –0.8 |
| 20.6 | 0.1 | 20.7 |
| 21.5 | –1.6 | 19.9 |
| 2.5 | 2.9 | 5.4 |
| 1,090.7 | 14.9 | 1,105.6 |
| Nine Months 2012 |
Interim Condensed Consolidated Statement of Changes in Equity
* Primarily in connection with non-controlling interests in subsidiary partnerships
| Nine Months 2011 | ||||
|---|---|---|---|---|
| Share holders' equity |
Non controlling interests |
Total equity |
||
| 864.4 | 13.5 | 877.9 | ||
| 42.2 | – | 42.2 | ||
| 22.0 | – | 22.0 | ||
| 56.9 | –11.3 | 45.6 | ||
| –30.6 | 0.2 | –30.4 | ||
| 26.3 | –11.1 | 15.2 | ||
| –0.2 | 10.9 | 10.7 | ||
| 954.7 | 13.3 | 968.0 | ||
* Primarily in connection with non-controlling interests in subsidiary partnerships
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Description of business
SGL Carbon SE, located at Söhnleinstrasse 8, Wiesbaden (Germany), together with its subsidiaries ("SGL Group") is a global manufacturer of carbon and graphite products.
Basis of preparation and accounting policies
The consolidated financial statements of SGL Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations issued by the International Accounting Standards Board, as adopted by the European Union (EU). The interim financial reporting for the nine months period ended September 30, 2012 has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting. In accordance with IAS 34 regulations, a condensed report was chosen compared with the consolidated financial statements as at December 31, 2011.
The interim consolidated financial statements should be read in conjunction with SGL Group's annual IFRS consolidated financial statements as of December 31, 2011. In the opinion of management, these interim financial statements contain all of the information that is required for a fair presentation of the results of operations and the financial position of the Group. The accounting policies and consolidation methods used are consistent with those used in the 2011 annual financial statements. The accounting standards applied for the first time in the 2012 financial year do not have any material effect on the presentation of the financial position and financial performance of SGL Group.
In 2011, the IASB issued IAS 19, Employee benefits (revised 2011). SGL Group expects the following amendments to have a significant impact on SGL Group's Consolidated Financial Statements: the amended IAS 19 replaces the expected return on assets and interest costs on the defined benefit obligation with a single net interest component, primarily negatively impacting operating profit. The standard is effective for annual periods beginning on or after January 1, 2013. SGL Group will adopt the amended standard in 2013.
The consolidated interim financial statements were authorized for publication in accordance with a resolution of the Board of Management on November 8, 2012. These consolidated interim financial statements were not reviewed by our external auditors.
Changes to the scope of consolidation
Acquisitions
Effective April 11, 2012, SGL Group completed the acquisition of an 86.2% stake in Fisipe – Fibras Sintéticas de Portugal S.A. Fisipe, listed on the Lisbon Stock Exchange, a producer of acrylic fibers with its head office in Lavradio (Portugal). With Fisipe, SGL Group is tapping into an additional source for raw materials to produce precursor, specifically the development of raw materials for so-called low tow carbon fibers. The textile fiber production lines at the site will be converted and gradually expanded for precursor production. Fisipe is being integrated into the Business Area CFC.
The following figures represent the preliminary purchase price allocation and show the amounts recognized for each major class of assets acquired and liabilities assumed:
| €m | |
|---|---|
| Goodwill | 12.8 |
| Trademark / Technology | 3.0 |
| Property, plant and equipment | 24.6 |
| Other non-current assets | 3.1 |
| Inventories | 12.8 |
| Trade and other receivables | 29.2 |
| Other assets | 0.8 |
| Cash and cash equivalents | 1.3 |
| Total assets acquired | 87.6 |
| Liabilities and provisions | 45.0 |
| Deferred income | 2.3 |
| Deferred tax liabilities | 4.0 |
| Total liabilities assumed | 51.3 |
The respective acquisition led to non-controlling interests of €1.9 million. Goodwill comprises intangible assets that are not separable such as employee know how and expected synergy effects. The acquired entities contributed revenues of €55.4 million and a net gain of €3.9 million (including purchase price allocation effects) to SGL Group for the period from the acquisition date to September 30, 2012. If this acquisition had occurred on January 1, 2012, the impact on consolidated revenues and consolidated income for the nine months ended September 30, 2012 would have been €84.2 million and €3.6 million, respectively. The consideration (including cash acquired) of this acquisition amounts to €24.9 million for the initial 86.2% of the share capital and an additional €9.5 million for the acquisition of supplementary capital.
By the end of the third quarter, SGL Group had completed the acquisition of an additional 13.3% stake in Fisipe and, as a result, held a 99.5% stake in the company at the end of September 2012.
In September 2012, SGL Group acquired the outstanding 25.1% shares of SGL Rotec GmbH & Co KG, Lemwerder (Rotec), and now holds 100% of Rotec.
Changes in estimates
Substantial delays in projects and markedly reduced production volumes compared to the original plan led to a change in estimate of contract revenues and contract costs as well as to a change in the outcome of certain of our US subsidiary's (HITCO) long-term construction contracts accounted for using the percentage-of-completion method. As a result, SGL Group recognized the incurred and expected losses by writing down the receivables from long-term construction contracts and inventories by €54.2 million, negatively impacting the gross profit by the same amount. The total loss was wholly attributable to the BU Aerostructures (AS) of the CFC Business Area. This adjustment reduced sales and increased cost of sales by €32.5 million and €21.7 million, respectively.
As a result of the mentioned project delays, as well as the lower material demand from the wind industry and additional adverse developments in our rotor blade business, SGL Group additionally conducted event-driven impairment tests of other intangible assets and property, plant and equipment during the third quarter 2012 for all three Business Units of the Business Area CFC as well as for the goodwill allocated to CFC. No requirement for impairment was identified by management.
Placement of convertible notes
On April 18, 2012, SGL Carbon SE issued convertible notes with a principle amount of €240 million and a maturity of five years and nine months due January 2018. The convertible notes have an underlying volume of 5.4 million shares and a coupon of 2.75% p.a. The initial conversion price is €44.10, representing a premium of 30%.
Seasonality of operations
Our sales revenue from graphite electrodes fluctuates from quarter to quarter due to factors related to our customers' businesses. For example, the utilization of production capacity and the inventory levels with customers may change as a result of seasonal customer plant shutdowns, vacations and the development of energy costs. In addition, customers may change their order patterns in response to price changes. During the period prior to the effective date of a price increase, customers tend to buy additional quantities of graphite electrodes at the then lower price, which adds to our sales revenue during that period. During the period following the effective date of a price increase, customers tend to use up those additional quantities before placing further orders, which reduces our sales revenue during that period. Similarly, customers tend to use up their inventories and delay purchases when they expect price reductions.
In GMS and CFC customer order patterns primarily follow overall global trends (i.e. for lightweight materials) and depend on availability in connection with pricing of such materials. The overall economic environment is usually a first indicator for any developments in our customers' demand in such industries.
The present uncertainties regarding the sovereign debt crisis and their consequences in Europe, and potentially also in the US, are further impacting the overall demand and order behavior of our customers. Demand also might be impacted by any changes in governmental regulations (i.e. subsidy policies) and any significant changes in currency exchange rates depending on the currency in which contracts will be concluded.
Other information
Issued capital rose to €180.7 million as of September 30, 2012 (December 31, 2011: €179.1 million) and is divided into 70,598,567 no-par value ordinary bearer shares at €2.56 per share. Issued capital increased by €0.2 million in 9M /2012 from the early partial conversions of the convertible bonds 2007/2013 and 2009/2016, representing 79,334 shares. During the first nine months of 2012, a total of 260,714 new shares were issued and granted to employees under the employee bonus plan and under the Matching Share Plan. The exercise of SARs from the stock appreciation rights plan and from the stock option plan resulted in the creation of 171,005 and 23,950 shares, respectively. As of September 30, 2012, SGL Carbon SE held a total of 31,473 of its own shares (treasury shares). On January 13, 2012, a total of 832,545 new SARs were granted from the SAR Plan approved during the 2009 Annual General Meeting with a dividend adjusted strike price of €39.30.
In March 2012, members of the Board of Management and the top three management tiers purchased a total of 103,838 shares as part of the Matching Share Plan at a price of €35.44.
As of September 30, 2012, there are 2,425,638 SARs, 204,050 matching shares and 16,100 stock options outstanding. In March 2012, a total of 253,744 shares on the basis of a capital increase from authorized capital were used to support the employee bonus plan to service the entitlements of the participating employees in Germany, and an additional 60,714 shares were used to service the entitlements of the participants of the Matching Share Plan.
Based on an average number of 70.3 million shares, basic earnings per share amounted to €0.01 (9M/2011: €0.86). To calculate diluted earnings per share, the shares that may potentially be issued under the stock option and stock appreciation rights plans are also taken into account. This increases the average number of shares used for the first nine months of 2012 calculation to 70.6 million. Accordingly, diluted earnings per share also amounted to €0.01 (9M/2011: €0.85). The SGL Group paid a dividend during the reporting period of €0.20 per share, totalling €14.1 million.
Sales Revenue and Operating Profit by Segment
| Nine Months | |||||
|---|---|---|---|---|---|
| €m | 2012 | 2011 | Change | ||
| Sales revenue | |||||
| Performance Products | 681.4 | 601.7 | 13.2% | ||
| Graphite Materials & Systems | 374.5 | 351.4 | 6.6% | ||
| Carbon Fibers & Composites | 197.6 | 161.4 | 22.4% | ||
| Other | 2.4 | 5.0 | –52.0% | ||
| 1,255.9 | 1,119.5 | 12.2% |
| Nine Months | |||||
|---|---|---|---|---|---|
| €m | 2012 | 2011 | Change | ||
| Profit (loss) from operations/EBIT | |||||
| Performance Products | 141.3 | 100.0 | 41.3% | ||
| Graphite Materials & Systems | 57.4 | 68.1 | –15.7% | ||
| Carbon Fibers & Composites* | –24.2 | –8.9 | >–100.0% | ||
| Central T&I costs | –8.9 | –9.3 | 4.3% | ||
| Corporate costs | –30.7 | –25.5 | –20.4% | ||
| 134.9 | 124.4 | 8.4% |
* Before reversal of impairment losses and impairment losses of net €4.1 million in 2011, before write-down of PoC receivables of €54.2 million in 2012
Subsequent Events
In October 2012, SGL Group successfully completed the acquisition of the Portuguese company Fisipe – Fibras Sintéticas de Portugal S.A. Following the conclusion of the compulsory offer and squeeze-out, SGL Group now holds 100% of the shares in Fisipe. Fisipe's listing on the Lisbon Stock Exchange has been discontinued as a result. For organizational purposes, Fisipe's activities are allocated to the Business Unit Carbon Fibers & Composite Materials (CF/CM) within the Business Area Carbon Fibers & Composites.
Quarterly Sales Revenue and Operating Profit by Segment
| 2011 | ||||||
|---|---|---|---|---|---|---|
| Sales revenue €m |
Q1 | Q2 | Q3 | Q4 | Full year | |
| Performance Products | 197.9 | 190.2 | 213.6 | 244.0 | 845.7 | |
| Graphite Materials & Systems | 114.6 | 111.4 | 125.4 | 117.3 | 468.7 | |
| Carbon Fibers & Composites | 50.0 | 57.9 | 53.5 | 58.8 | 220.2 | |
| Other | 1.3 | 1.7 | 2.0 | 0.6 | 5.6 | |
| 363.8 | 361.2 | 394.5 | 420.7 | 1,540.2 | ||
| Profit (loss) from operations/EBIT €m |
Q1 | Q2 | 2011 Q3 |
Q4 | Full year | |
| Performance Products | 30.5 | 32.1 | 37.4 | 43.3 | 143.3 | |
| Graphite Materials & Systems | 19.3 | 20.6 | 28.2 | 15.9 | 84.0 | |
| Carbon Fibers & Composites* | –2.1 | –2.1 | –4.7 | –8.0 | –16.9 | |
| Central T&I costs | –3.2 | –2.6 | –3.5 | –3.6 | –12.9 | |
| Corporate costs | –8.2 | –8.1 | –9.2 | –11.6 | –37.1 | |
| 36.3 | 39.9 | 48.2 | 36.0 | 160.4 | ||
Quarterly Consolidated Return on Sales
| 2011 | ||||||
|---|---|---|---|---|---|---|
| ROS | ||||||
| in % | Q1 | Q2 | Q3 | Q4 | Full year | |
| Performance Products | 15.4 | 16.9 | 17.5 | 17.7 | 16.9 | |
| Graphite Materials & Systems | 16.8 | 18.5 | 22.5 | 13.6 | 17.9 | |
| Carbon Fibers & Composites* | –4.2 | –3.6 | –8.8 | –13.6 | –7.7 | |
| SGL Group | 10.0 | 11.0 | 12.2 | 8.6 | 10.4 | |
* Before reversal of impairment losses and impairment losses of net €5.1 million in 2011, before write-down of PoC receivables of €54.2 million in 2012
| Q1 Q2 Q3 Q4 Full year Q1 |
Q2 | Q3 | Q1– Q3 |
|---|---|---|---|
| 197.9 190.2 213.6 244.0 845.7 197.7 |
215.4 | 268.3 | 681.4 |
| Graphite Materials & Systems 114.6 111.4 125.4 117.3 468.7 128.9 |
123.9 | 121.7 | 374.5 |
| Carbon Fibers & Composites 50.0 57.9 53.5 58.8 220.2 54.4 |
88.5 | 54.7 | 197.6 |
| 1.3 1.7 2.0 0.6 5.6 0.6 |
0.4 | 1.4 | 2.4 |
| 363.8 361.2 394.5 420.7 1,540.2 381.6 |
428.2 | 446.1 | 1,255.9 |
2011 2012
| Q1– Q3 | Q3 | Q2 | Q1 |
|---|---|---|---|
| 141.3 | 65.8 | 41.8 | 33.7 |
| 57.4 | 16.1 | 18.4 | 22.9 |
| –24.2 | –7.7 | –8.5 | –8.0 |
| –8.9 | –2.3 | –3.5 | –3.1 |
| –30.7 | –10.0 | –11.4 | –9.3 |
| 134.9 | 61.9 | 36.8 | 36.2 |
2011 2012
| Q1 Q2 Q3 Q4 Full year Q1 Q2 |
Q3 | Q1– Q3 |
|---|---|---|
| 15.4 16.9 17.5 17.7 16.9 17.0 19.4 |
24.5 | 20.7 |
| 16.8 18.5 22.5 13.6 17.9 17.8 14.9 |
13.2 | 15.3 |
| –4.2 –3.6 –8.8 –13.6 –7.7 –14.7 –9.6 |
–14.1 | –12.2 |
| 10.0 11.0 12.2 8.6 10.4 9.5 8.6 |
13.9 | 10.7 |
Quarterly Consolidated Income Statement
| 2011 | ||||||
|---|---|---|---|---|---|---|
| €m | Q1 | Q2 | Q3 | Q4 | Full year | |
| Sales revenue | 363.8 | 361.2 | 394.5 | 420.7 | 1,540.2 | |
| Cost of sales | –265.3 | –260.0 | –283.7 | –312.2 | –1,121.2 | |
| Gross profit | 98.5 | 101.2 | 110.8 | 108.5 | 419.0 | |
| Selling/administration/research/other | –62.2 | –61.3 | –62.6 | –72.5 | –258.6 | |
| Profit from operations (EBIT) before reversal of impairment losses and impairment losses |
36.3 | 39.9 | 48.2 | 36.0 | 160.4 | |
| Reversal of impairment losses and impairment losses |
– | 4.1 | – | 1.0 | 5.1 | |
| Profit from operations (EBIT) | 36.3 | 44.0 | 48.2 | 37.0 | 165.5 | |
| Result from investments accounted for At-Equity |
–3.6 | –11.1 | –2.7 | –15.2 | –32.6 | |
| Net financing result | –11.8 | –13.1 | –14.5 | –9.8 | –49.2 | |
| Profit/loss before tax | 20.9 | 19.8 | 31.0 | 12.0 | 83.7 | |
| Income tax expense | –6.7 | –9.9 | –9.5 | 3.3 | –22.8 | |
| Non-controlling interests | 0.7 | 10.2 | 0.4 | 1.0 | 12.3 | |
| Net profit/loss attributable to shareholders of the parent company |
14.9 | 20.1 | 21.9 | 16.3 | 73.2 | |
| 2012 | |||||
|---|---|---|---|---|---|
| Q1– Q3 | Q3 | Q2 | Q1 | ||
| 1,255.9 | 446.1 | 428.2 | 381.6 | ||
| –961.4 | –364.3 | –322.6 | –274.5 | ||
| 294.5 | 81.8 | 105.6 | 107.1 | ||
| –213.8 | –74.1 | –68.8 | –70.9 | ||
| 80.7 | 7.7 | 36.8 | 36.2 | ||
| – | – | – | – | ||
| 80.7 | 7.7 | 36.8 | 36.2 | ||
| –12.4 | –5.2 | –3.1 | –4.1 | ||
| –36.0 | –11.3 | –13.7 | –11.0 | ||
| 32.3 | –8.8 | 20.0 | 21.1 | ||
| –33.1 | –13.9 | –11.3 | –7.9 | ||
| 1.7 | –0.1 | 0.9 | 0.9 | ||
| 0.9 | –22.8 | 9.6 | 14.1 |
FINANCIAL CALENDAR
MARCH 14, 2013
Publication of the 2012 Annual Report; Annual press conference; Analyst conference; Conference call for analysts and investors
APRIL 26, 2013
Report on the first quarter 2013; Conference call for analysts and investors
APRIL 30, 2013
Annual General Meeting
AUGUST 8, 2013
Report on the first half year 2013; Conference call for analysts and investors
NOVEMBER 7, 2013
Report on the first nine months 2013; Conference call for analysts and investors
Important note
This interim report contains forward-looking statements based on the information currently available to us and on our current projections and assumptions. By nature, forward-looking statements are associated with known and unknown risks and uncertainties, as a consequence of which actual developments and results can deviate significantly from the assessment published in our interim report. Forward-looking statements are not to be understood as guarantees. Rather, future developments and results depend on a number of factors; they entail various risks and unanticipated circumstances and are based on assumptions which may prove to be inaccurate. These risks and uncertainties include, for example, unforeseeable changes in political, economic, legal, and business conditions, particularly relating to our main customer industries, such as electric steel production, to the competitive environment, to interest rate and exchange rate fluctuations, to technological developments, and to other risks and unanticipated circumstances. Other risks that in our opinion may arise include price developments, unexpected developments associated with acquisitions and subsidiaries, and unforeseen risks associated with ongoing cost savings programs. SGL Group assumes no responsibility in this regard and does not intend to adjust or otherwise update these forward-looking statements.
INVEsTOR RElATIONs CONTACT
sGl CARbON sE
Headquarters | Investor Relations Söhnleinstrasse 8 65201 Wiesbaden / Germany Telephone +49 611 6029-103 Telefax +49 611 6029-101 E-Mail [email protected]
www.sglgroup.com