Interim / Quarterly Report • Aug 18, 2014
Interim / Quarterly Report
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Stabilus S.A., Luxembourg Third Quarter and First Nine Months of Fiscal 2014
| Interim Group Management Report 5 | |
|---|---|
| Reorganization and IPO 5 | |
| Results of operations 7 | |
| Development of operating segments 13 | |
| Financial position 14 | |
| Liquidity 15 | |
| Risks and opportunities 16 | |
| Outlook 17 | |
| Condensed Interim Consolidated Financial Statements (unaudited) 18 | |
| Consolidated Statement of Comprehensive Income 18 | |
| Consolidated Statement of Financial Position 19 | |
| Consolidated Statement of Changes in Equity 20 | |
| Consolidated Statement of Cash Flows 21 | |
| Notes to Condensed Interim Consolidated Financial Statements 22 | |
| 1. General Information 22 |
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| 2. Revenue 25 |
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| 3. Finance income 25 |
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| 4. Finance costs 26 |
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| 5. Earnings per share 26 |
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| 6. Property, plant and equipment 27 |
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| 7. Other intangible assets 27 |
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| 8. Other financial assets 27 |
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| 9. Other assets 28 |
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| 10. Inventories 28 | |
| 11. Equity 28 | |
| 12. Financial liabilities 29 | |
| 13. Other financial liabilities 30 | |
| 14. Provisions 30 | |
| 15. Other liabilities 30 | |
| 16. Contingent liabilities and other financial commitments 31 | |
| 17. Financial instruments 32 | |
| 18. Risk reporting 33 | |
| 19. Notes to the consolidated statement of cash flows 33 | |
| 20. Segment reporting 34 | |
| 21. Changes in composition of the Management and Supervisory Boards 35 | |
| 22. Share-based payment 35 | |
| 23. Related party relationships 36 | |
| 24. Subsequent events 36 | |
| 25. Responsibility Statement 37 | |
| Financial Calendar 38 | |
| Information Resources 38 | |
| Three months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Revenue | 130.2 | 120.7 | 9.5 | 7.9% |
| EBITDA | 9.4 | 21.4 | (12.0) | (56.1)% |
| Adjusted EBITDA | 24.5 | 22.6 | 1.9 | 8.4% |
| EBIT | (0.4) | 11.5 | (11.9) | <(100.0)% |
| Adjusted EBIT | 17.9 | 15.8 | 2.1 | 13.3% |
| Capital expenditure | (8.8) | (11.0) | 2.2 | (20.0)% |
| Adjusted operating cash flow before tax (AoCF) | 20.3 | 10.7 | 9.6 | 89.7% |
| Free cash flow (FCF) | (11.5) | 8.4 | (19.9) | <(100.0)% |
| EBITDA as % of revenue | 7.2% | 17.7% | ||
| Adjusted EBITDA as % of revenue | 18.8% | 18.7% | ||
| EBIT as % of revenue | (0.3)% | 9.5% | ||
| Adjusted EBIT as % of revenue | 13.7% | 13.1% | ||
| Capital expenditure as % of revenue | 6.8% | 9.1% | ||
| AoCF as % of adjusted EBITDA | 82.9% | 47.3% | ||
| FCF as % of adjusted EBITDA | (46.9)% | 37.2% | ||
| Nine months ended June 30, | ||||
| in € millions | 2014 | 2013 | change | % change |
| Revenue | 376.1 | 340.1 | 36.0 | 10.6% |
| EBITDA | 50.2 | 54.5 | (4.3) | (7.9)% |
| Adjusted EBITDA | 68.0 | 62.1 | 5.9 | 9.5% |
| EBIT | 20.8 | 24.8 | (4.0) | (16.1)% |
| Adjusted EBIT | 48.1 | 41.9 | 6.2 | 14.8% |
| Capital expenditure | (25.7) | (24.6) | (1.1) | 4.5% |
| Adjusted operating cash flow before tax (AoCF) | 54.4 | 22.2 | 32.2 | >100.0% |
| Free cash flow (FCF) | 2.5 | 2.6 | (0.1) | (3.8)% |
| EBITDA as % of revenue | 13.3% | 16.0% | ||
| Adjusted EBITDA as % of revenue | 18.1% | 18.3% | ||
| EBIT as % of revenue | 5.5% | 7.3% | ||
| Adjusted EBIT as % of revenue | 12.8% | 12.3% | ||
| Capital expenditure as % of revenue | 6.8% | 7.2% | ||
| AoCF as % of adjusted EBITDA | 80.0% | 35.7% | ||
| FCF as % of adjusted EBITDA | 3.7% | 4.2% |
EBITDA, i.e. earnings before interest, taxes, depreciation and amortization, represents our profit for the period before net finance cost, income taxes, depreciation and amortization.
Adjusted EBITDA represents EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges. Adjusted EBITDA is presented because we believe it is a useful indicator of operating performance before items which are believed to be exceptional and not relevant to an assessment of our operational performance.
EBIT, i.e. earnings before interest and taxes, represents the IFRS income statement item "profit from operating activities".
Adjusted EBIT represents EBIT, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges and the depreciation and amortization of adjustments of group's assets to fair value resulting from the April 2010 purchase price allocation. Adjusted EBIT is presented because we believe that it helps understanding our operating performance without the April 2010 acquisition related non-cash accounting charges.
Adjusted operating cash flow before tax (AoCF) represents operating cash flow before tax and as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges. Operating cash flow before tax, in turn, comprises IFRS cash flow statement line items "cash flow from operating activities" and "cash flow from investing activities" according to IAS 7, excluding "changes in restricted cash", "income tax payments", and "payment for upstream shareholder loan".
Free cash flow (FCF) comprises IFRS cash flow statement items "cash flow from operating activities", "cash flow from investing activities" and "payments for interest" (net interest payments), excluding "payment for upstream shareholder loan".
for the three and nine months ended June 30, 2014
Following the shareholder resolution dated May 5, 2014, the corporate form and the name of the Company were changed from "Servus HoldCo S.à r.l." to "Stabilus S.A."
On May 23, 2014 Stabilus S.A. (former Servus HoldCo S.à r.l., Luxembourg, hereinafter also referred to as "Stabilus" or "Company") was listed in the Prime Standard of the Frankfurt Stock Exchange's regulated market. Shares of the company were offered to the public in Germany and placed privately with institutional investors in certain jurisdictions outside Germany between May 9, 2014 and May 22, 2014. The price range was set between €19 and €25 per share. Shares were allocated at €21.50. Stabilus S.A.'s IPO was oversubscribed multiple times at the issue price. The first trading price was €22.75. In the IPO 12,157,335 bearer shares with a nominal value of €0.01 each were placed; thereof 9,134,079 shares were placed by the selling shareholder Servus Group HoldCo II S.à r.l. and 3,023,256 new shares were issued.
The Group used the proceeds from the issuance of new shares amounting (before deduction of transaction costs) to €65.0 million to partially redeem its senior secured notes. In addition, prior to the IPO and immediately following the IPO the Group structure was reorganized (hereinafter also referred to as "IPO reorganization"). As a result, the equity upside-sharing instruments (EUSIs) and the upstream loan to the selling shareholder were extinguished and will no longer be recognized on the Group's balance sheet.
Following the Company's IPO, the free float amounted to 58.7%, representing 12,157,335 shares out of a total capital stock of 20,723,256 shares. The remainder of 41.3% or 8,565,921 is still in the possession of the selling shareholder Servus Group HoldCo II S.à r.l. These shares are subject to a lock-up period of six months after May 27, 2014. The member of the Management Board also committed themselves to comply with market protection agreements and limitations on disposal (lockup) for a period of twelve months.
| Ticker symbol | STM |
|---|---|
| ISIN | LU1066226637 |
| German securities code (W KN) |
A113Q5 |
| Stock exchange | Frankfurt Stock Exchange |
| Market segment / Transparency Standard |
Regulated market (Prime Standard) |
| Type of issue | Public offering of shares in Germany and private placements in certain jurisdictions outside Germany |
| Offering Period | (i) May 12, 2014 - May 22, 2014 for retail investors (ii) May 9 , 2012 - May 22, 2014 for institutional investors |
| Price Range | €19.00 - €25.00 |
| Subscription Price | €21.50 |
| First Trading Day | May 23, 2014 |
| First Price | €22.75 |
| Issue volume (number of shares) |
12,157,335 shares thereof capital increase (new shares): 3,023,256 shares threof secondary placement incl. executed greenshoe option (existing shares): 9,134,079 shares |
| Issue volume (in €) |
€261,382,702.50 thereof capital increase (new shares): €65,000,004.00 threof secondary placement incl. executed greenshoe option (existing shares): €196,382,698.50 |
| Underwriter | (i) Joint Global Coordinators & Joint Bookrunners: Commerzbank, J. P. Morgan (ii) Co-Lead Managers: Société Générale Corporate & Investment Banking, UniCredit Bank AG |
| Free float after IPO | 58.67% |
| Lock-up | (i) Present members of the Management Board: 12 months (ii) Servus Group HoldCo II S.à r.l.: 6 months |
The table below sets out Stabilus Group's consolidated income statement for the third quarter of fiscal 2014 in comparison to the third quarter of the previous fiscal year:
| Three months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 20131) | change | % change |
| Revenue | 130.2 | 120.7 | 9.5 | 7.9% |
| Cost of sales | (97.9) | (93.3) | (4.6) | 4.9% |
| Gross profit | 32.2 | 27.4 | 4.8 | 17.5% |
| Research and development expenses | (4.9) | (4.1) | (0.8) | 19.5% |
| Selling expenses | (9.9) | (7.0) | (2.9) | 41.4% |
| Administrative expenses | (18.2) | (5.3) | (12.9) | >100.0% |
| Other income | 0.9 | 1.7 | (0.8) | (47.1)% |
| Other expenses | (0.6) | (1.2) | 0.6 | (50.0)% |
| Profit from operating activities (EBIT) | (0.4) | 11.5 | (11.9) | <(100.0)% |
| Finance income | 2.2 | 10.7 | (8.5) | (79.4)% |
| Finance costs | (14.2) | (18.3) | 4.1 | (22.4)% |
| Profit / (loss) before income tax | (12.4) | 4.0 | (16.4) | <(100.0)% |
| Income tax income/ (expense) | 5.4 | (1.3) | 6.7 | <(100.0)% |
| Profit for the period | (7.0) | 2.7 | (9.7) | <(100.0)% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Note 1 to Condensed Interim Consolidated Financial Statements.
| Three months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Europe1) | 69.9 | 64.9 | 5.0 | 7.7% |
| NAFTA1) | 44.4 | 40.7 | 3.7 | 9.1% |
| Asia/Pacific and rest of world1) | 15.8 | 15.1 | 0.7 | 4.6% |
| Revenue1) | 130.2 | 120.7 | 9.5 | 7.9% |
1) Revenue breakdow n by location of Stabilus company (i. e. "billed-from view ").
| Three months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Automotive | 87.2 | 78.2 | 9.0 | 11.5% |
| Gas spring | 65.2 | 63.3 | 1.9 | 3.0% |
| Powerise | 22.0 | 14.9 | 7.1 | 47.7% |
| Industrial | 36.9 | 36.1 | 0.8 | 2.2% |
| Swivel chair | 6.1 | 6.4 | (0.3) | (4.7)% |
| Revenue | 130.2 | 120.7 | 9.5 | 7.9% |
Our revenue in the third quarter of fiscal 2014 increased by €9.5 million or 7.9% compared to the third quarter of fiscal 2013. The revenue developed positively in all three operating segments, with Europe growing by 7.7% (€5.0 million), NAFTA by 9.1% (€3.7 million) and the region Asia/ Pacific with rest of the word growing by 4.6% (€0.7 million).
The increase in total revenue is mainly due to our automotive, particularly to our growing Powerise, business. The increase in the Powerise segment by 47.7% is driven by new OEM platform wins and the following launch of new Powerise programs for a number of key vehicle OEMs. Moreover, the share of end customers (buyers of new vehicles) opting for this feature continues to rise as well, compared to previous periods, which drives up the take rate of our Powerise product line.
Revenue in the industrial segment increased from €36.1 million in the third quarter of fiscal 2013 to €36.9 million in the third quarter of fiscal 2014.
Swivel chair revenue decreased from €6.4 million in the third quarter of fiscal 2013 to €6.1 million in the third quarter of fiscal 2014, with the termination of unprofitable business projects being the key driver for this reduction.
Cost of sales in the third quarter of fiscal 2014 increased by 4.9%, compared to the third quarter of the previous fiscal year. Cost of sales as a percentage of revenue decreased by approximately two percentage points from 77.3% in third quarter of fiscal 2013 to 75.2% in third quarter of fiscal 2014.
Gross profit margin increased from 22.7% in the third quarter of fiscal 2013 to 24.7% in the third quarter of fiscal 2014.
R&D expenses in the third quarter of fiscal 2014 increased by 19.5%, compared to the third quarter of fiscal 2013, mainly due to higher material expenses and higher depreciation and amortization of projects capitalized in prior periods. As a percentage of revenue, R&D expenses increased in the third quarter of fiscal 2014 to 3.8% of revenue versus 3.4% in third quarter of fiscal 2013.
Selling expenses increased by 41.4% from €(7.0) million in the third quarter of fiscal 2013 to €(9.9) million in the third quarter of fiscal 2014, mainly due to higher personnel expenses. Higher staffing levels in various locations to support our revenue growth initiatives explain this increase. As a percentage of revenue, these expenses increased in the third quarter of fiscal 2014 to 7.6% (Q3 FY2013: 5.8%).
Administrative expenses increased by €12.9 million from €(5.3) million in the third quarter of fiscal 2013 to €(18.2) million in the third quarter of fiscal 2014, mainly due to IPO costs. As percentage of revenue, administrative expenses increased to 14.0% of total revenue (Q3 FY2013: 4.4%).
Other income decreased by €(0.8) million from €1.7 million in the third quarter of fiscal 2013 to €0.9 million in the third quarter of fiscal 2014. This decrease by (47.1)% is primarily the result of foreign currency fluctuations, i.e. lower foreign currency translation gains.
Other expense decreased from €(1.2) million in the third quarter of fiscal 2013 to €(0.6) million in the third quarter of fiscal year under review. This income statement line item comprises mainly the foreign currency translation losses.
Finance income decreased from €10.7 million in the third quarter of fiscal 2013 to €2.2 million in the third quarter of fiscal 2014. The higher finance income in the third quarter of the previous year was mainly due to the gains from changes in carrying amounts of equity upside-sharing instruments (EUSIs).
Finance costs decreased by (22.4)% from €(18.3) million in the third quarter of fiscal 2013 to €(14.2) million in the third quarter of fiscal 2014. The higher finance costs in third quarter of the previous year were primarily caused by losses from the valuation of the upstream shareholder loan. Following the IPO reorganization and the deconsolidation of Servus II (Gibraltar) Limited in the third quarter of fiscal 2014, the upstream shareholder loan is no longer part of the Group's balance sheet. See Notes 4 and 8 to the Condensed Interim Consolidated Financial Statements below for further details.
Tax income in the third quarter of €5.4 million (Q3 FY2013: €(1.3) million) is the result of increased deferred taxes following various IPO related balance sheet adjustments.
The table below sets out Stabilus Group's consolidated income statement for the first nine months of fiscal 2014 in comparison to the first nine months of the previous fiscal year:
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 20131) | change | % change |
| Revenue | 376.1 | 340.1 | 36.0 | 10.6% |
| Cost of sales | (285.1) | (261.4) | (23.7) | 9.1% |
| Gross profit | 91.0 | 78.8 | 12.2 | 15.5% |
| Research and development expenses | (14.8) | (12.4) | (2.4) | 19.4% |
| Selling expenses | (29.1) | (26.9) | (2.2) | 8.2% |
| Administrative expenses | (27.7) | (15.9) | (11.8) | 74.2% |
| Other income | 3.5 | 4.1 | (0.6) | (14.6)% |
| Other expenses | (2.1) | (2.8) | 0.7 | (25.0)% |
| Profit from operating activities (EBIT) | 20.8 | 24.8 | (4.0) | (16.1)% |
| Finance income | 10.4 | 0.7 | 9.7 | >100.0% |
| Finance costs | (33.0) | (42.1) | 9.1 | (21.6)% |
| Profit / (loss) before income tax | (1.8) | (16.6) | 14.8 | (89.2)% |
| Income tax income/ (expense) | 1.3 | (3.9) | 5.2 | <(100.0)% |
| Profit for the period | (0.5) | (20.4) | 19.9 | (97.5)% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Note 1 to Condensed Interim Consolidated Financial Statements.
Our revenue in the first nine months of fiscal 2014 developed as follows:
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Europe1) | 199.8 | 182.5 | 17.3 | 9.5% |
| NAFTA1) | 129.2 | 115.6 | 13.6 | 11.8% |
| Asia/Pacific and rest of world1) | 47.1 | 42.1 | 5.0 | 11.9% |
| Revenue1) | 376.1 | 340.1 | 36.0 | 10.6% |
1) Revenue breakdow n by location of Stabilus company (i. e. "billed-from view ").
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Automotive | 251.4 | 219.4 | 32.0 | 14.6% |
| Gas spring | 191.5 | 181.3 | 10.2 | 5.6% |
| Powerise | 59.9 | 38.1 | 21.8 | 57.2% |
| Industrial | 106.2 | 101.2 | 5.0 | 4.9% |
| Swivel chair | 18.5 | 19.5 | (1.0) | (5.1)% |
| Revenue | 376.1 | 340.1 | 36.0 | 10.6% |
Total revenue in the first nine months of fiscal 2014 increased by €36.0 or 10.6% compared to the first nine months of fiscal 2013. In absolute terms this increase mainly results from higher sales in the European region which increased by €17.3 million in the period under review. The strongest revenue increase in relative terms was achieved in the Asia/ Pacific and RoW region which grew by 11.9%.
The increase in total revenue is mainly due to our automotive, particularly to our growing Powerise business. The increase in the Powerise segment by 57.2% is mainly the result of new OEM platform wins and the following launch of new Powerise programs for a number of key vehicle OEMs. Moreover, the share of end customers (buyers of new vehicles) opting for this extra equipment continues to rise as well, compared to the previous periods, which drives up the take rate of our Powerise product line.
Revenue in the industrial segment increased by 4.9% - from €101.2 million in the first nine months of fiscal 2013 to €106.2 million in the first nine months of fiscal 2014.
Swivel chair revenue decreased from €19.5 million in the first nine months of fiscal 2013 by €(1.0) million to €18.5 million in the first nine months of fiscal 2014, mainly due to the termination of unprofitable business projects.
Cost of sales in the first nine months of fiscal 2014 increased by 9.1%, compared to the first nine months of the previous fiscal year.
Gross profit increased by €12.2 million from €78.8 million in the first nine months of fiscal 2013 to €91.0 million in the first nine months of fiscal 2014, reflecting higher revenue as well as gross margin increase from 23.2% in the first nine months of fiscal 2013 to 24.2% in the first nine months of fiscal 2014. Improved fixed cost absorption and cost reduction actions facilitated this improvement.
R&D expenses in the first nine months of fiscal 2014 increased by 19.4%, compared to the first nine months of fiscal 2013 mainly due to higher material expenses and higher depreciation and amortization on the projects capitalized in previous years. As a percentage of revenue, R&D expenses in these period amounted to 3.9% (Q1-Q3 FY2013: 3.6%).
Selling expenses increased by 8.2% from €(26.9) million in the first nine months of fiscal 2013 to €(29.1) million in the first nine months of fiscal 2014, mainly due to higher personnel expenses. But as a percentage of revenue, these expenses decreased to 7.7% (Q1-Q3 FY2013: 7.9%).
Administrative expenses increased by 74.2% from €(15.9) million in the first nine months of fiscal 2013 to €(27.7) million in the first nine months of fiscal 2014, mainly due to IPO related costs. As percentage of revenue, in this period administrative expenses increased to 7.4% of total revenue (Q1- Q3 FY2013: 4.7%).
Other income decreased by €(0.6) million from €4.1 million in the first nine months of fiscal 2013 to €3.5 million in the first nine months of fiscal 2014. This decrease by (14.6)% is primarily the result of foreign currency fluctuations, i.e. lower foreign currency translation gains.
Other expense decreased by €0.7 million from €(2.8) million the first nine months of fiscal 2013 to €(2.1) million in the first nine months of fiscal 2014. This income statement line item comprises mainly the foreign currency translation losses.
Finance income increased from €0.7 million in the first nine months of fiscal 2013 to €10.4 million in the first nine months of fiscal 2014 primarily due to the gains from changes in carrying amounts of upstream shareholder loan and embedded derivatives. See Notes 3 and 8 to Condensed Interim Consolidated Financial Statements below for further details.
Finance costs decreased by (21.6)% from €(42.1) million in the first nine months of fiscal 2013 to €(33.0) million in the first nine months of fiscal 2014. Fiscal 2013 was burdened by an increase in the carrying amount of the equity upside-sharing instruments (EUSIs) due to their partial repayment following the issuance of senior secured notes. See Notes to the Condensed Interim Consolidated Financial Statements below for further details, particularly Note 4 for a breakdown of finance costs.
Tax income in the first nine months of fiscal 2014 amounting to €1.3 million (Q1-Q3 FY2013: €(3.9) million) is mainly due to the increased amount of deferred taxes.
The tables below show reconciliations of profit from operating activities (EBIT) to EBITDA and adjusted EBITDA for the third quarter and first nine months of fiscal 2014 and 2013:
| Three months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | (0.4) | 11.5 | (11.9) | <(100.0)% |
| Depreciation | 5.0 | 5.4 | (0.4) | (7.4)% |
| Amortization | 4.8 | 4.5 | 0.3 | 6.7% |
| EBITDA | 9.4 | 21.4 | (12.0) | (56.1)% |
| Advisory* | 14.1 | 0.6 | 13.5 | >100.0% |
| Restructuring / Ramp-up | 0.6 | 0.2 | 0.4 | >100.0% |
| Pension interest add back | 0.4 | 0.3 | 0.1 | 33.3% |
| Total adjustments | 15.1 | 1.1 | 14.0 | >100.0% |
| Adjusted EBITDA | 24.5 | 22.6 | 1.9 | 8.4% |
* IPO, legal, bond issuance, tax audit and reorganization related advisory expenses.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | 20.8 | 24.8 | (4.0) | (16.1)% |
| Depreciation | 14.8 | 16.4 | (1.6) | (9.8)% |
| Amortization | 14.6 | 13.3 | 1.3 | 9.8% |
| EBITDA | 50.2 | 54.5 | (4.3) | (7.9)% |
| Advisory* | 15.7 | 2.9 | 12.8 | >100.0% |
| Restructuring / Ramp-up | 1.0 | 3.6 | (2.6) | (72.2)% |
| Pension interest add back | 1.1 | 1.0 | 0.1 | 10.0% |
| Total adjustments | 17.8 | 7.5 | 10.3 | >100.0% |
| Adjusted EBITDA | 68.0 | 62.1 | 5.9 | 9.5% |
* IPO, legal, bond issuance, tax audit and reorganization related advisory expenses.
Adjusted EBITDA represents EBITDA, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges. Adjusted EBITDA is presented because we believe it is a useful indicator of operating performance before items which are believed to be exceptional and not relevant to an assessment of our operational performance.
The tables below show reconciliations of profit from operating activities (EBIT) to adjusted EBIT for the third quarter and first nine months of fiscal 2014 and 2013:
| Three months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | (0.4) | 11.5 | (11.9) | <(100.0)% |
| Advisory* | 14.1 | 0.6 | 13.5 | >100.0% |
| Restructuring / Ramp-up | 0.6 | 0.2 | 0.4 | >100.0% |
| Pension interest add back | 0.4 | 0.3 | 0.1 | 33.3% |
| PPA adjustments - depreciation and amortization | 3.2 | 3.2 | - | 0.0% |
| Total adjustments | 18.3 | 4.3 | 14.0 | >100.0% |
| Adjusted EBIT | 17.9 | 15.8 | 2.1 | 13.3% |
* IPO, legal, bond issuance, tax audit and reorganization related advisory expenses.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | 20.8 | 24.8 | (4.0) | (16.1)% |
| Advisory* | 15.7 | 2.9 | 12.8 | >100.0% |
| Restructuring / Ramp-up | 1.0 | 3.6 | (2.6) | (72.2)% |
| Pension interest add back | 1.1 | 1.0 | 0.1 | 10.0% |
| PPA adjustments - depreciation and amortization | 9.5 | 9.5 | - | 0.0% |
| Total adjustments | 27.3 | 17.0 | 10.3 | 60.6% |
| Adjusted EBIT | 48.1 | 41.9 | 6.2 | 14.8% |
* IPO, legal, bond issuance, tax audit and reorganization related advisory expenses.
Adjusted EBIT represents EBIT, as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges and the depreciation and amortization of adjustments of group's assets to fair value resulting from the April 2010 purchase price allocation.
Stabilus Group is organized and managed primarily on a regional level. The three reportable operating segments of the Group are Europe, NAFTA, Asia/ Pacific and rest of world (RoW).
The table below sets out the development of our operating segments in the first nine months of fiscal 2014, compared to the first nine months of the previous fiscal year.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Europe | ||||
| External revenue1) | 199.8 | 182.5 | 17.3 | 9.5% |
| Intersegment revenue1) | 17.2 | 16.9 | 0.3 | 1.8% |
| Total revenue1) | 217.0 | 199.4 | 17.6 | 8.8% |
| Adjusted EBITDA | 41.1 | 36.8 | 4.3 | 11.7% |
| as % of revenue | 18.9% | 18.5% | ||
| NAFTA | ||||
| External revenue1) | 129.2 | 115.6 | 13.6 | 11.8% |
| Intersegment revenue1) | 1.6 | 1.8 | (0.2) | (11.1)% |
| Total revenue1) | 130.8 | 117.3 | 13.5 | 11.5% |
| Adjusted EBITDA | 18.1 | 16.0 | 2.1 | 13.1% |
| as % of revenue | 13.8% | 13.6% | ||
| Asia/ Pacific and RoW | ||||
| External revenue1) | 47.1 | 42.1 | 5.0 | 11.9% |
| Intersegment revenue1) | 0.1 | - | 0.1 | n/a |
| Total revenue1) | 47.2 | 42.1 | 5.1 | 12.1% |
| Adjusted EBITDA | 8.8 | 9.2 | (0.4) | (4.3)% |
| as % of revenue | 18.6% | 21.9% |
1) Revenue breakdow n by location of Stabilus company (i. e. "billed-from view ").
The external revenue generated by our European companies increased by 9.5% from €182.5 million in the first nine months of fiscal 2013 to €199.8 million in the first nine months of fiscal 2014. Adjusted EBITDA of this operating segment increased in this period by 11.7% to €41.1 million with an adjusted EBITDA margin of 18.9%.
The external revenue of our companies located in the NAFTA region increased by 11.8% from €115.6 million in the first nine months of fiscal 2013 to €129.2 million in the first nine months of fiscal 2014 primarily due to the strong growth in Powerise business. NAFTA's adjusted EBITDA margin increased from 13.6% in the first nine months of fiscal 2013 to 13.8% in the first nine months of fiscal 2014.
In the first nine months of fiscal 2014, the external revenue of our companies in the Asia/ Pacific and RoW segment increased by €5.0 million or 11.9%, compared to the corresponding period of fiscal 2013.
This segment's result, measured as adjusted EBITDA, decreased by €(0.4) million or (4.3)%. Within this segment China remains strong, while Brazil recorded lower revenue and margin than in fiscal 2013.
| in € millions | June 30, 2014 Sept 30, 20131) | change | % change | |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | 346.1 | 429.0 | (82.9) | (19.3)% |
| Current assets | 154.0 | 160.3 | (6.3) | (3.9)% |
| Total assets | 500.2 | 589.3 | (89.1) | (15.1)% |
| Equity and liabilities | ||||
| Equity | 71.3 | 80.3 | (9.0) | (11.2)% |
| Non-current liabilities | 351.1 | 421.1 | (70.0) | (16.6)% |
| Current liabilities | 77.8 | 87.9 | (10.1) | (11.5)% |
| Total liabilities | 428.8 | 509.0 | (80.2) | (15.8)% |
| Total equity and liabilities | 500.2 | 589.3 | (89.1) | (15.1)% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Note 1 to Condensed Interim Consolidated Financial Statements.
The Group's balance sheet total decreased from €589.3 million as of September 30, 2013 by €(89.1) million or 15.1% to €500.2 million as of June 30, 2014. This is mainly due to the reorganization of the Group prior to and immediately following the IPO, which has been described in the prospectus. As a result, the equity upside-sharing instruments (EUSIs) and the upstream shareholder loan were extinguished and will no longer be recognized on the Group's balance sheet.
Compared to September 30, 2014, non-current assets as of June 30, 2014 decreased by €(82.9) million primarily due to the elimination of upstream shareholder loan in the third quarter of fiscal 2014, following the distribution of the Company's interest in Servus II (Gibraltar) Limited.
Current assets as of June 30, 2014 decreased by (3.9)% or €(6.3) million, compared to September 30, 2013, essentially due the lower trade accounts receivable. In the second quarter of fiscal 2014, Stabilus Group started a sale of receivables program (factoring) which reduced the receivables by ca. €20 million.
The Group's equity as of June 30, 2014 decreased by €(9.0) million mainly as a consequence of the in the first nine months of fiscal 2014 generated result amounting to €(0.5) million, IPO cost directly netted with equity amounting to €(1,1) million and other comprehensive expense amounting to €(1.3) million. Other comprehensive expense comprised unrealized actuarial losses of €(2.0) million on our German pension plan and losses from foreign currency translation of €0.7 million.
Our non-current liabilities as of June 30, 2014 decreased by €(70.0) million or (16.6)% versus September 30, 2014, primarily due to reduced non-current financial liabilities. The Group used the proceeds from capital increase (issue of new shares), to redeem the senior secured notes on June 5, 2014 by €58.9 million (i.e. €65.0 million proceeds from capital increase, net of transaction costs and early redemption premium). In addition, the equity upside-sharing instruments have been extinguished following the IPO reorganization and are not recognized on the Company's balance sheet as of June 30, 2014.
Current liabilities decreased by €(10.1) million from €87.9 million as of September 30, 2013 to €77.8 million as of June 30, 2014. This decrease of (11.5)% was mainly a result of lower current financial
liabilities (-€6.9 million) and lower provisions (-€4.2 million), partially offset by higher other liabilities. Current financial liability reflects the accrued interest at the balance sheet date. Since the interest on the senior secured notes is paid in December and June, the accrued interest as of June 30, 2014 is lower vis-à-vis the interest amount accrued as of September 30, 2013 The decrease of provisions is primarily due to lower warranty provisions and lower old age part time working reserves, following utilizations (costs paid).
Our primary sources of liquidity are cash flows from operating and financing activities. We expect that our capital expenditure and debt service will be covered by operating cash flow in the next year/ twelve months.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 20131) | change | % change |
| Cash flows from operating activities | 58.1 | 35.9 | 22.2 | 61.8% |
| Cash flows from investing activities | (25.7) | (104.5) | 78.8 | (75.4)% |
| Cash flows from financing activities | (32.2) | 40.6 | (72.8) | <(100.0)% |
| Net increase / (decrease) in cash | 0.2 | (28.0) | 28.2 | <(100.0)% |
| Effect of movements in exchange rates on cash held | (0.1) | (0.3) | 0.2 | (66.7)% |
| Cash as of beginning of the period | 21.8 | 41.6 | (19.8) | (47.6)% |
| Cash as of end of the period | 22.0 | 13.4 | 8.6 | 64.2% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Note 1 to Condensed Interim Consolidated Financial Statements.
Cash inflow from operating activities increased from €35.9 million in the first nine months of fiscal 2013 to €58.1 million in the first nine months of fiscal 2014 mainly due to the improved net result of €(0.5) million in first nine months of fiscal 2014 versus €(20.4) million in first nine months of fiscal 2013) and sale of receivables (factoring). In the second quarter of fiscal 2014 we started a sale of receivables program.
Cash outflow for investing activities decreased by €78.8 million from €(104.5) million in the first nine months of fiscal 2013 to €(25.7) million in first nine months of fiscal 2014. The 2013 cash flow from investing activities included €80.0 million payments for meanwhile extinguished upstream shareholder loan. The cash outflow for capital expenditures increased from €(24.6) million to €(25.7) primarily due purchases of machinery, equipment and tools for the capacity expansion of our Chinese plant and further capacity increases for the Powerise production in Mexico and Romania to support the growth profile of the business.
Cash flow for financing activities decreased by €(72.8) million, from a cash inflow of €40.6 in the first nine months of fiscal 2013 million to a cash outflow of €(32.2) million in the nine months of fiscal 2014. This is mainly the result of higher interest payments in the first nine months of fiscal 2014 following the issuance of senior secured notes in June 2013, compared to the first nine months of fiscal 2013. Early redemption cost of €(4.6) million occurred with the partial senior secured notes repayment in June 2014.
As a result of the aforementioned changes of cash flows from operating, investing and financing activities and with adjustments to EBITDA amounting to €17.8 million (first nine months of fiscal 2013: €7.5 million), adjusted operating cash flow before tax (AoCF) increased by €32.2 million from €22.2 million in the first nine months of fiscal 2013 to €54.4 million in the first nine months of fiscal 2014. The
following table sets out the composition and development of the non-IFRS key figure adjusted operating cash flow before tax in the reporting period.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 20131) | change | % change |
| Cash flows from operating activities | 58.1 | 35.9 | 22.2 | 61.8% |
| Cash flows from investing activities | (25.7) | (104.5) | 78.8 | (75.4)% |
| Excl. payment for upstream shareholder loan | - | 80.0 | (80.0) | (100.0)% |
| Excl. changes in restricted cash | - | (2.7) | 2.7 | (100.0)% |
| Excl. income tax payments | 4.2 | 6.0 | (1.8) | (30.0)% |
| Operating cash flow before tax | 36.6 | 14.7 | 21.9 | >100.0% |
| Adjustments to EBITDA | 17.8 | 7.5 | 10.3 | >100.0% |
| Adjusted operating cash flow before tax | 54.4 | 22.2 | 32.2 | >100.0% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Note 1 to Condensed Interim Consolidated Financial Statements.
Adjusted operating cash flow before tax (AoCF) represents operating cash flow before tax and as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes, IPO related costs, launch costs for new products and other non-recurring costs, as well as interest on pension charges. Operating cash flow before tax, in turn, comprises IFRS cash flow statement line items "cash flow from operating activities" and "cash flow from investing activities" according to IAS 7, excluding "changes in restricted cash", "income tax payments", and "payment for upstream shareholder loan".
Free cash flow (FCF) decreased slightly from €2.6 million in the first nine months of fiscal 2013 to €2.5 million in the first nine months of fiscal 2014. The following table sets out the composition of the non-IFRS figure free cash flow.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 20131) | change | % change |
| Cash flows from operating activities | 58.1 | 35.9 | 22.2 | 61.8% |
| Cash flows from investing activities | (25.7) | (104.5) | 78.8 | (75.4)% |
| Payments for interest | (29.9) | (8.8) | (21.1) | >100.0% |
| Excl. payment for upstream shareholder loan | - | 80.0 | (80.0) | (100.0)% |
| Free cash flow | 2.5 | 2.6 | (0.1) | (3.8)% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Note 1 to Condensed Interim Consolidated Financial Statements.
Free cash flow (FCF) comprises IFRS cash flow statement items "cash flow from operating activities", "cash flow from investing activities" and "payments for interest" (net interest payments), excluding "payment for upstream shareholder loan".
We refer to the risk related disclosures in the Group Management Report and in the audited Consolidated Financial Statements as of and for the fiscal year ended September 30, 2013.
During the first nine months of fiscal 2014 the Group delivered strong sales and operating earnings growth compared to the previous financial year. Despite a minor slowdown in the global economy, business remains strong for a majority of Stabilus customers. The Group's broad diversification in terms of products, business segments and regions gives it a good overall robustness. For fiscal 2014 the Group targets to reach €505 million sales and an adjusted EBIT in the range of €65 million to €67 million resulting in an EBIT margin of ca. 13%.
As a consequence of the first-time adoption of revised IAS 19, Employee Benefits, in these Condensed Interim Consolidated Financial Statements, all following figures for the comparative periods have been adjusted/ restated in accordance with IAS 8. See Note 1 for further details.
for the three and nine months ended June 30, 2014 (unaudited)
| Three months ended June 30, | Nine months ended June 30, | ||||
|---|---|---|---|---|---|
| in € thousands | Note | 2014 | 20131) | 2014 | 20131) |
| Revenue | 2 | 130,160 | 120,715 | 376,099 | 340,111 |
| Cost of sales | (97,913) | (93,293) | (285,103) | (261,350) | |
| Gross profit | 32,247 | 27,422 | 90,996 | 78,761 | |
| Research and development expenses | (4,891) | (4,138) | (14,810) | (12,412) | |
| Selling expenses | (9,928) | (7,022) | (29,145) | (26,918) | |
| Administrative expenses | (18,151) | (5,254) | (27,655) | (15,934) | |
| Other income | 913 | 1,706 | 3,511 | 4,057 | |
| Other expenses | (580) | (1,214) | (2,063) | (2,759) | |
| Profit from operating activities | (390) | 11,500 | 20,834 | 24,795 | |
| Finance income | 3 | 2,152 | 10,737 | 10,370 | 704 |
| Finance costs | 4 | (14,187) | (18,260) | (32,954) | (42,063) |
| Profit/ (loss) before income tax | (12,425) | 3,977 | (1,750) | (16,564) | |
| Income tax income/ (expense) | 5,433 | (1,270) | 1,255 | (3,883) | |
| Profit/ (loss) for the period | (6,992) | 2,707 | (495) | (20,447) | |
| thereof attributable to non-controlling interests | 12 | (99) | 26 | (73) | |
| thereof attributable to shareholders of Stabilus | (7,003) | 2,806 | (520) | (20,374) | |
| Other comprehensive income/ (expense) | |||||
| Foreign curreny translation difference 2) | 11 | 1,408 | (2,519) | 675 | 2,200 |
| Unrealised actuarial gains and losses 3) | 11 | - | - | (1,990) | (832) |
| Other comprehensive income/ (expense), net of taxes | 1,408 | (2,519) | (1,315) | 1,368 | |
| Total comprehensive income/ (expense) for the period | (5,584) | 188 | (1,810) | (19,079) | |
| thereof attributable to non-controlling interests | 12 | (99) | 26 | (73) | |
| thereof attributable to shareholders of Stabilus | (5,596) | 287 | (1,836) | (19,006) | |
| Earnings per share (in €): | |||||
| basic | 5 | (0.37) | 0.16 | (0.03) | (1.15) |
| diluted | 5 | (0.37) | 0.16 | (0.03) | (1.15) |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1.
2) Item that may be reclassified ('recycled') to profit and loss at future point in time when specific conditions are met.
3) Item that will not be reclassified to profit and loss.
as of June 30, 2014 (unaudited)
| in € thousands | Note | June 30, 2014 Sept 30, 20131) | |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 6 | 115,365 | 116,276 |
| Goodwill | 51,458 | 51,458 | |
| Other intangible assets | 7 | 170,675 | 175,763 |
| Other financial assets | 8 | - | 77,134 |
| Other assets | 9 | 1,382 | 1,024 |
| Deferred tax assets | 7,244 | 7,353 | |
| Total non-current assets | 346,124 | 429,008 | |
| Inventories | 10 | 49,153 | 46,063 |
| Trade accounts receivable | 50,783 | 67,776 | |
| Current tax assets | 1,556 | 397 | |
| Other financial assets | 8 | 21,026 | 10,845 |
| Other assets | 9 | 9,527 | 13,380 |
| Cash and cash equivalents | 21,950 | 21,819 | |
| Total current assets | 153,995 | 160,280 | |
| Total assets | 500,119 | 589,288 | |
| Equity and liabilities | |||
| Issued capital | 11 | 207 | 5,013 |
| Capital reserves | 11 | 73,091 | 74,403 |
| Retained earnings | 11 | (2,632) | (991) |
| Other reserves | 11 | 422 | 1,737 |
| Equity attributable to shareholders of Stabilus | 71,088 | 80,162 | |
| Non-controlling interests | 195 | 169 | |
| Total equity | 71,283 | 80,331 | |
| Financial liabilities | 12 | 255,511 | 315,097 |
| Other financial liabilities | 13 | 985 | 1,472 |
| Provisions | 14 | 5,065 | 7,037 |
| Pension plans and similar obligations | 41,884 | 39,123 | |
| Deferred tax liabilities | 47,635 | 58,334 | |
| Total non-current liabilities | 351,080 | 421,063 | |
| Trade accounts payable | 44,641 | 44,977 | |
| Financial liabilities | 12 | 827 | 7,663 |
| Other financial liabilities | 13 | 7,651 | 8,886 |
| Current tax liabilities | 1,314 | 1,587 | |
| Provisions | 14 | 9,647 | 13,908 |
| Other liabilities | 15 | 13,676 | 10,873 |
| Total current liabilities | 77,756 | 87,894 | |
| Total liabilities | 428,836 | 508,957 | |
| Total equity and liabilities | 500,119 | 589,288 |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1.
for the nine months ended June 30, 2014 (unaudited)
| in € thousands | Note | Issued capital |
Capital reserves |
Retained earnings |
Other reserves |
Equity attribu table to share holders of Stabilus |
Non control ling interest |
Total Equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of Sept 30, 2012 | 5,013 | 30,550 | 20,588 | 899 | 57,050 | 319 | 57,369 | |
| Effects from first-time adoption of IAS 19R1) | - | - | - | (1,635) | (1,635) | - | (1,635) | |
| Balance as of Sept 30, 2012 adjusted1) | 5,013 | 30,550 | 20,588 | (736) | 55,415 | 319 | 55,734 | |
| Profit/ (loss) for the period | - | - | (20,374) | - | (20,374) | (73) | (20,447) | |
| Other comprehensive income1) | 11 | - | - | - | 1,365 | 1,365 | - | 1,365 |
| Total comprehensive income for the period | - | - | (20,374) | 1,365 | (19,009) | (73) | (19,082) | |
| Contributions by owners | 11 | - | 44,003 | - | - | 44,003 | - | 44,003 |
| Dividends | 11 | - | (150) | - | - | (150) | - | (150) |
| Balance as of June 30, 2013 | 5,013 | 74,403 | 215 | 629 | 80,260 | 246 | 80,506 | |
| Balance as of Sept 30, 2013 | 5,013 | 74,403 | (991) | 4,044 | 82,469 | 169 | 82,638 | |
| Effects from first-time adoption of IAS 19R1) | - | - | - | (2,307) | (2,307) | - | (2,307) | |
| Balance as of Sept 30, 2013 adjusted1) | 5,013 | 74,403 | (991) | 1,737 | 80,162 | 169 | 80,331 | |
| Profit/ (loss) for the period | - | - | (520) | - | (520) | 26 | (494) | |
| Other comprehensive income | 11 | - | - | - | (1,315) | (1,315) | - | (1,315) |
| Total comprehensive income for the period | - | - | (520) | (1,315) | (1,835) | 26 | (1,809) | |
| Reduction of issued capital | 11 | (4,836) | 4,836 | - | - | - | - | - |
| Proceeds from capital increase | 11 | 30 | 64,970 | - | - | 65,000 | - | 65,000 |
| Contributions by owners | 11 | - | 10,020 | - | - | 10,020 | - | 10,020 |
| IPO costs directly netted with equity, net of tax | 11 | - | - | (1,121) | - | (1,121) | - | (1,121) |
| Dividends | 11 | - | (81,137) | - | - | (81,137) | - | (81,137) |
| Balance as of June 30, 2014 | 207 | 73,091 | (2,632) | 422 | 71,088 | 195 | 71,283 |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1.
for the nine months ended June 30, 2014 (unaudited)
| Nine months ended June 30, | |||
|---|---|---|---|
| in € thousands | Note | 2014 | 20131) |
| Profit/ (loss) for the period | (495) | (20,447) | |
| Current income tax expense | 6,253 | 5,579 | |
| Deferred income tax expense | (7,509) | (1,697) | |
| Net finance result | 3/ 4 | 22,584 | 41,359 |
| Depreciation and amortization | 29,401 | 29,700 | |
| Other non-cash income and expenses | (11,449) | (2,076) | |
| Changes in inventories | (3,090) | 1,386 | |
| Changes in trade accounts receivable | 16,993 | (7,462) | |
| Changes in trade accounts payable | (336) | (4,393) | |
| Changes in other assets and liabilities | 5,965 | 3,054 | |
| Changes in restricted cash | - | 2,669 | |
| Changes in provisions | (3,472) | (3,657) | |
| Changes in deferred tax assets and liabilities | 7,509 | (2,044) | |
| Income tax payments | 19 | (4,228) | (6,046) |
| Cash flow s from operating activities | 58,126 | 35,925 | |
| Proceeds from disposal of property, plant and equipment | 16 | 154 | |
| Purchase of intangible assets | (9,602) | (9,216) | |
| Purchase of property, plant and equipment | (16,078) | (15,393) | |
| Cash flows from disposals and aquisitions of tangible and intangible assets | (25,664) | (24,455) | |
| Payments for upstream shareholder loan | - | (80,014) | |
| Cash flows from changes in non-current financial assets | - | (80,014) | |
| Cash flow s from investing activities | (25,664) | (104,469) | |
| Receipts from contributions of equity | 65,000 | 44,003 | |
| Receipts from issuance of senior secured notes | - | 315,000 | |
| Receipts under revolving credit facility | 8,000 | - | |
| Payments under revolving credit facility | (8,000) | - | |
| Payments for redemption of financial liabilities | (58,877) | (303,806) | |
| Payments for redemption of other financial liabilities | (1,661) | - | |
| Payments for finance leases | (893) | - | |
| Payments of transaction costs | (5,881) | (5,676) | |
| Dividends paid | - | (150) | |
| Payments for interest | 19 | (29,935) | (8,784) |
| Cash flow s from financing activities | (32,247) | 40,587 | |
| Net increase/ (decrease) in cash and cash equivalents | 215 | (27,957) | |
| Effect of movements in exchange rates on cash held | (84) | (258) | |
| Cash and cash equivalents as of beginning of the period | 21,819 | 41,638 | |
| Cash and cash equivalents as of end of the period | 21,950 | 13,423 |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1.
Stabilus S.A., Luxembourg (former Servus HoldCo S.à r.l., hereinafter also referred to as "Stabilus" or "Company") is a public limited liability company (société anonyme) incorporated in Luxembourg and governed by Luxembourg law. The company is registered with the Luxembourg Trade and Companies Register (Register de Commerce et des Sociétés Luxembourg) under the number B151589 and its registered office is located at 2, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg. Servus HoldCo S.à r.l. was founded on February 26, 2010. Following the shareholder resolution dated May 5, 2014, the corporate form and the name of the Company were changed from "Servus HoldCo S.à r.l.", a private limited liability company (sociéte à responsibilitée limitée), to "Stabilus S.A.", a public limited liability company (société anonyme).
The fiscal year is from October 1 to September 30 of the following year (twelve-month period). The consolidated financial statements of Stabilus include Stabilus and its subsidiaries (hereafter also referred to as "Stabilus Group" or "Group").
The Stabilus Group is a leading manufacturer of gas springs and dampers, as well as electric tailgate lifting equipment. The products are used in a wide range of applications in automotive and industrial applications, as well as in the furniture industry. Typically the products are used to aid the lifting and lowering or dampening of movements. As a world market leader for gas springs, the Group ships to all key vehicle manufacturers. Various Tier 1 suppliers of the global car industry as well large technical focused distributors further diversify the Group's customer base. Overall, sales to car manufacturers account for approximately 65% of the Group's revenue; about 30% of the Group's revenue is derived from sales to a large group of industrial customers. The remaining sales of ca. 5% are to the furniture industry for swivel chair products.
The accompanying Condensed Interim Consolidated Financial Statements present the operations of Stabilus S.A., Luxembourg, and its subsidiaries. The company has prepared these financial statements under going concern assumption.
The Condensed Interim Consolidated Financial Statements as of and for the three and nine months ended June 30, 2014 have been prepared in accordance with IAS 34 "Interim Financial Reporting"; they comply with the International Financial Reporting Standards (IFRS) as adopted by the European Union. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of Stabilus Group since the last annual Consolidated Financial Statements as of and for the fiscal year ended September 30, 2013. These Interim Consolidated Financial Statements are condensed and do not include all information for full annual financial statements prepared in accordance with International Financial Reporting Standards and therefore should be read in connection with the Consolidated Financial Statements as of September 30, 2013.
The accounting policies adopted in the preparation of the Condensed Interim Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual financial statements for the fiscal year ended September 30, 2013, except for the new standards and interpretations, which are applied for the first time in these Condensed Interim Consolidated Financial Statements, noted below:
| Standard/ Interpretation | Effective date stipulated by IASB |
Effective date stipulated by EU |
|
|---|---|---|---|
| Amendment to IFRS 1 | Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters |
July 1, 2011 | January 1, 2013 |
| Amendment to IFRS 1 | Government Loans | January 1, 2013 | January 1, 2013 |
| Amendments to IFRS 7 | Disclosures - Offsetting Financial Assets and Financial Liabilities |
January 1, 2013 | January 1, 2013 |
| IFRS 13 | Fair Value Measurement | January 1, 2013 | January 1, 2013 |
| Amendment to IAS 12 | Deferred Taxes: Recovery of Unterlying Assets | January 1, 2012 | January 1, 2013 |
| IAS 19 | Employee Benefits (Revised 2011) | January 1, 2013 | January 1, 2013 |
| Improvements to IFRSs (2011) |
Collection of Amendments to International Financial Reporting Standards |
January 1, 2013 | January 1, 2013 |
| IFRIC 20 | Stripping Costs in the Production Phase of a Surface Mine |
January 1, 2013 | January 1, 2013 |
The effective date presented above is the date of mandatory application in annual periods beginning on or after that date.
A detailed description of these new regulations can be found in the 2013 Annual Report. The IFRS amendments and new regulations effective as of June 30, 2014 had no material effect on the Condensed Interim Consolidated Financial Statements, except for the effects resulting from the firsttime adoption of the revised IAS 19. Additional disclosures required by application of IFRS 13 are provided in the Note 17.
The first-time adoption of IAS 19 (revised 2011), Employee Benefits, had a material effect in the reporting period. The Group has previously used the corridor method, which is no longer permitted under the revised IAS 19. As a result, actuarial gains and losses have a direct effect on the Consolidated Statement of Financial Position and lead to an increase in provision for pensions and similar obligations and a reduction in equity. Going forward, the Group's profit for the period will remain free from the effects of actuarial gains and losses, which will be recognized directly in other comprehensive income.
The amendments to IAS 19, Employee Benefits, must be applied retrospectively in financial statements for annual periods beginning on or after January 1, 2013. The Group has adjusted the figures for the comparative period for effects arising from application of the revised version of IAS 19. The following table sets out the effects of the application of IAS 19 on the line items of the Consolidated Statement of Financial Position as of June 30, 2014 and September 30, 2013. The effects on the Consolidated Statement of Comprehensive Income, i.e. the effects on other comprehensive income, for the first nine months of fiscal 2014 and 2013 are disclosed in the Note 11 below.
| in € thousands | June 30, 2014 Sept 30, 2013 | |
|---|---|---|
| Other reserves | (4,286) | (2,307) |
| Total equity | (4,286) | (2,307) |
| Pension plans and similar obligations | 6,123 | 3,296 |
| Deferred tax liabilities | (1,837) | (989) |
| Total liabilities | 4,286 | 2,307 |
In addition, the Group has adjusted the figures for the comparative period for the effect arising from the second equity contribution from shareholder amounting to €36,014 thousand in June 2013. In the previous year this equity contribution related to the contribution of shares in Servus II (Gibraltar) Limited, Gibraltar, in particular the value of receivables in EUSIs. There was no increase in equity from the contribution of €36,014 thousand receivables in EUSIs in group accounts because the transfer did not constitute a contribution of assets from the consolidated perspective. See Note 20 in the 2013 Annual Report. In the Consolidated Statement of Cash Flows the payments for upstream shareholder loan of €(80,014) thousand are classified under cash flows from investing activities, corresponding to the presentation of this line item in Consolidated Statement of Cash Flows for the fiscal year ended September 30, 2013.
These Condensed Interim Consolidated Financial Statements as of and for the three and nine months ended June 30, 2014 comprise Consolidated Statement of Comprehensive Income for the three and nine months ended June 30, 2014, the Consolidated Statement of Financial Position as of June 30, 2014, the Consolidated Statement of Changes in Equity for the nine months ended June 30, 2014, the Consolidated Statement of Cash Flows for the nine months ended June 30, 2014 and the explanatory Notes to the Condensed Interim Consolidated Financial Statements. The Condensed Interim Consolidated Financial Statements are prepared in euros (€) rounded to the nearest thousands. Due to rounding, numbers presented may not add up precisely to totals provided.
The Condensed Interim Consolidated Financial Statements were authorised for issue by the Management Board on August 18, 2014.
Effective January 30, 2014, the remaining 2% shares in Orion Rent Imobiliare S.R.L., Brasov, Romania, were acquired for €4.64.
Since September 30, 2013 the number of consolidated companies did not changed. In the third quarter of fiscal 2014 one company, Servus II (Gibraltar) Limited was sold and one company Servus III (Gibraltar) Limited was founded and included in consolidation for the first time.
In the second quarter of fiscal 2014 the Group started a sale of receivables program (factoring). Trade accounts receivable amounting to €20.2 million were sold to a factor. The German tax audit covering the fiscal years 2009 to 2012 was finalized and tax assessments issued. The assessments followed essentially the facts reflected in the financial year ended September 2013.
In the third quarter of fiscal 2014, following the shareholders resolution dated May 5, 2014 Stabilus S.A. was listed in the Prime Standard of the Frankfurt Stock Exchange's regulated market. Shares of the Company were offered to the public in Germany and placed privately with institutional investors in certain jurisdictions outside Germany. Prior to the IPO and immediately following the IPO the Group structure was reorganized (hereinafter also referred to as "IPO reorganization"). As a result, the equity
upside-sharing instruments (EUSIs) and the upstream loan to the selling shareholder were extinguished and will no longer be recognized on the Group's balance sheet.
The Group's revenue developed as follows:
| Three months ended June 30, | Nine months ended June 30, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Europe1) | 69,922 | 64,861 | 199,776 | 182,499 |
| NAFTA1) | 44,447 | 40,735 | 129,196 | 115,553 |
| Asia/Pacific and rest of world1) | 15,791 | 15,119 | 47,127 | 42,059 |
| Revenue1) | 130,160 | 120,715 | 376,099 | 340,111 |
1) Revenue breakdow n by location of Stabilus company (i. e. "billed-from view ").
| Three months ended June 30, | Nine months ended June 30, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Automotive | 87,123 | 78,169 | 251,413 | 219,367 |
| Gas spring | 65,186 | 63,256 | 191,535 | 181,296 |
| Powerise | 21,937 | 14,913 | 59,878 | 38,071 |
| Industrial | 36,873 | 36,079 | 106,163 | 101,223 |
| Swivel chair | 6,164 | 6,467 | 18,523 | 19,521 |
| Revenue | 130,160 | 120,715 | 376,099 | 340,111 |
Group revenue results from sales of goods.
| Three months ended June 30, | Nine months ended June 30, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Interest income on loans and financial receivables | 6 | 21 | 25 | 144 |
| Net foreign exchange gain | 634 | - | - | - |
| Gains from changes in carrying amount of financial assets |
1,270 | - | 5,714 | - |
| Gains from changes in fair value of derivative instruments |
- | - | 3,870 | - |
| Gains from changes in carrying amount of EUSIs | - | 10,624 | - | - |
| Other interest income | 242 | 92 | 761 | 560 |
| Finance income | 2,152 | 10,737 | 10,370 | 704 |
Other interest income mainly comprises capitalized interest expenses according to IAS 23.
| Three months ended June 30, | Nine months ended June 30, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Interest expense on financial liabilities | (12,757) | (8,056) | (25,530) | (18,948) |
| Net foreign exchange loss | - | (1,145) | (416) | (3,544) |
| Loss from changes in carrying amount of financial assets |
- | (8,900) | - | (8,900) |
| Loss from changes in fair value of derivative instruments |
(1,367) | - | - | - |
| Loss from changes in carrying amount of EUSIs | - | - | (6,720) | (10,227) |
| Interest expenses finance lease | (14) | (32) | (56) | (113) |
| Other interest expenses | (49) | (127) | (232) | (331) |
| Finance costs | (14,187) | (18,260) | (32,954) | (42,063) |
Following the shareholder resolution dated May 5, 2014, the corporate form of the Company was changed from S.à r.l. (sociéte à responsibilitée limitée) to S.A. (société anonyme) and the number of shares outstanding was reduced from 501,250,001 to 17,700,000.
On May 27, 2014 3,023,256 new shares were issued.
The weighted average number of shares used for the calculation of earnings per share in the nine months ended June 30, 2014 and 2013 is set out in the following table. For the comparative period the number of shares was adjusted retrospectively according to IAS 33.64, i.e. the number of shares of the new corporate form S.A. (société anonyme) was used.
| Date | Number of days | Transaction | Change | Total shares | Total shares (time-w eighted) |
|---|---|---|---|---|---|
| October 1, 2012 | 273 | 17,700,000 | 17,700,000 | ||
| June 30, 2013 | 17,700,000 | 17,700,000 | |||
| October 1, 2013 | 238 | 17,700,000 | 15,430,769 | ||
| May 27, 2014 | 35 | Capital increase | 3,023,256 | 20,723,256 | 2,656,828 |
| June 30, 2014 | 20,723,256 | 18,087,597 |
The earnings per share for the nine months ended June 30, 2014 and 2013 were as follows:
| Nine months ended June 30, | ||
|---|---|---|
| 2014 | 2013 | |
| Profit/ (loss) attributable to shareholders of the parent (in € thousands) | (520) | (20,374) |
| Number of weighted shares | 18,087,597 | 17,700,000 |
| Earnings per share (in €) | (0.03) | (1.15) |
Additions to property, plant and equipment in the first nine months of fiscal 2014 amount to €15,790 thousand (first nine months of fiscal 2013: €15,536 thousand). The increase against the comparative period is mainly due to more assets under construction. The total assets under construction as of June 30, 2014 amount to €22,576 thousand (Sept 30, 2013: €19,410 thousand). The significantly higher assets under construction are the result of the capacity expansions in our Chinese plant as well as for Powerise production to support the growth profile of the business.
Disposals happened only in the ordinary course of the business. The net value of disposed property, plant and equipment in the first nine months of fiscal 2014 amounts to €2 thousand (first nine months of fiscal 2013: €108 thousand).
The Group did not recognize any impairment losses or reversals of impairment losses in the underlying reporting period.
Additions to intangible assets in the first nine months of fiscal 2014 amount to €9,602 thousand (first nine months of fiscal 2013: €9,216 thousand) and comprise mainly internally generated developments. Significant disposals have not been recognized.
In the first nine months of fiscal 2014, costs of €9,371 thousand (first nine months of fiscal 2013: €9,189 thousand) were capitalized for development projects that were incurred in the product and material development areas. Amortization expenses on development costs include impairment losses of €(514) thousand (first nine months of fiscal 2013: €(80) thousand) due to withdrawal of customers from the respective projects. The impairment loss is included in the research and development expenses.
The borrowing costs capitalized in the first nine months of fiscal 2014 amount to €730 thousand (first nine months of fiscal 2013: €536 thousand).
| June 30, 2014 | Sept 30, 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total | ||
| Loan to shareholder | - | - | - | - | 77,134 | 77,134 | ||
| Derivative instruments | 14,715 | - | 14,715 | 10,845 | - | 10,845 | ||
| Other miscellaneous | 6,311 | - | 6,311 | - | - | - | ||
| Other financial assets | 21,026 | - | 21,026 | 10,845 | 77,134 | 87,979 |
As part of the IPO reorganization the upstream shareholder loan was derecognized, following the distribution of Company's equity interest in Servus II (Gibraltar) Limited which held the upstream shareholder loan receivable.
Derivative financial instruments comprise solely fair values of early redemption options embedded in the indenture which was concluded on June 7, 2013. The increase in fair value of these embedded derivatives in the first nine months of fiscal 2014 amounting to €3,870 thousand is included in the Group's income statement as finance income. See also Note 3.
| June 30, 2014 | Sept 30, 2013 | |||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| VAT | 3,693 | - | 3,693 | 6,514 | - | 6,514 |
| Prepayments | 1,747 | 432 | 2,179 | 892 | 144 | 1,036 |
| Deferred charges | 1,875 | - | 1,875 | 1,449 | - | 1,449 |
| Other miscellaneous | 2,212 | 950 | 3,162 | 4,525 | 880 | 5,405 |
| Other assets | 9,527 | 1,382 | 10,909 | 13,380 | 1,024 | 14,404 |
Non-current prepayments comprise prepayments on property, plant and equipment.
| in € thousands | June 30, 2014 Sept 30, 2013 | |
|---|---|---|
| Raw materials and supplies | 24,208 | 23,809 |
| Finished products | 11,074 | 10,053 |
| Work in progress | 8,457 | 7,511 |
| Merchandise | 5,414 | 4,690 |
| Inventories | 49,153 | 46,063 |
The development of the equity is presented in the statement of changes in equity.
Issued capital as of June 30, 2014 amounted to €207 thousand (Sept 30, 2013: 5,013 thousand) and was fully paid in. It is divided into 20,723,256 shares with a nominal value of €0.01 each.
According to the shareholder resolution dated May 5, 2014 the issued capital of the Company was reduced by €4,836 thousand. The Company's issued capital was brought from an amount of €5,013 thousand (divided into 501,250,001 shares having a nominal value of €0.01) to an amount of €177 thousand (divided into 17,700,000 shares having a nominal value of €0.01) by way of cancellation of 483,550,001 shares and allocation of an aggregate amount of €4,836 thousand to a newly created distributable reserve of the Company.
On May 27, 2014 the number of shares was increased by 3,023,256 shares (having a nominal value of €0.01) leading to an increase in the issued capital by €30 thousand. The total proceeds from this capital increase amounted to €65,000 thousand; a share premium of €64,970 thousand is included in capital reserves.
Capital reserves as of June 30, 2014 amounted to €73,091 thousand (Sept 30, 2013: €74,403 thousand) and contained premiums received for the issuance of shares of €64,970 thousand, a distributable reserve of €4,836 thousand and other capital contributions by owners of €3,286 thousand.
The capital reserves were presented as "additional paid-in capital" in the previous financial statements. The presentation, i.e. the name, of this balance sheet item was changed to "capital reserves" since it is more appropriate for the nature and composition of this line item.
Retained earnings as of June 30, 2014 amounted to €(2,632) thousand (Sept 30, 2014: €(991) thousand) and included Group's net result in the first nine months of fiscal 2014 amounting to €(520) thousand and expenses for the initial public offering of €(1,121) which were directly netted with equity.
Other reserves comprise all foreign currency differences arising from the translation of the financial statements of foreign operations and following the first-time adoption of revised IAS 19 the unrealized actuarial gains and losses. The following table shows the changes in other reserves recognized in equity through other comprehensive income as well as the income tax recognised in equity through other comprehensive income:
| Nine months ended June 30, 2014 | |||||
|---|---|---|---|---|---|
| in € thousands | Before tax | Tax (expense) benefit |
Net of tax | Non controlling interest |
Total |
| Unrealized gains/ (losses) from foreign currency translation |
675 | - | 675 | - | 675 |
| Unrealized actuarial gains and losses | (2,843) | 853 | (1,990) | - | (1,990) |
| Other comprehensive income/ (expense) for the period |
(2,168) | 853 | (1,315) | - | (1,315) |
| Nine months ended June 30, 2013 | |||||
|---|---|---|---|---|---|
| in € thousands | Before tax | Tax (expense) benefit |
Net of tax | Non controlling interest |
Total |
| Unrealized gains/ (losses) from foreign currency translation |
2,200 | - | 2,200 | - | 2,200 |
| Other comprehensive income/ (expense) for the period |
2,200 | - | 2,200 | - | 2,200 |
| Unrealized actuarial gains and losses1) | (1,189) | 357 | (832) | - | (832) |
| Other comprehensive income/ (expense) for the period adjusted |
1,011 | 357 | 1,368 | - | 1,368 |
1) Effects from first-time adoption of IAS 19 (revised 2011)
The financial liabilities comprise following items:
| June 30, 2014 | Sept 30, 2013 | |||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| Notes* | 827 | 255,511 | 256,338 | 7,663 | 311,797 | 319,460 |
| EUSIs | - | - | - | - | 3,300 | 3,300 |
| Financial liabilities | 827 | 255,511 | 256,338 | 7,663 | 315,097 | 322,760 |
* measured at amortized cost under consideration of transaction costs and embedded derivatives.
Senior secured notes are measured at amortized cost under consideration of transaction costs and embedded derivatives. The interest on the notes is payable semi-annually in arrears in June and December. The current portion of the financial liability reflects the accrued interest at the balance sheet date. The principal amount of the senior secured notes as of June 30, 2014 amounts to €256,123
thousand. It decreased in the third quarter of fiscal 2014 from €315 million to €256,123 thousand due to early redemption of senior secured notes amounting to €58,877 thousand on June 5, 2014.
As part of the IPO reorganization the equity upside-sharing instruments (EUSIs) were extinguished and will no longer be recognized on the Group's balance sheet.
| June 30, 2014 | Sept 30, 2013 | |||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| Liabilities to employees | 4,680 | - | 4,680 | 4,519 | - | 4,519 |
| Social security contribution | 2,186 | - | 2,186 | 1,539 | - | 1,539 |
| Finance lease obligation | 782 | 985 | 1,767 | 1,167 | 1,472 | 2,639 |
| Liabilities to related parties | 3 | - | 3 | 1,661 | - | 1,661 |
| Other financial liabilities | 7,651 | 985 | 8,636 | 8,886 | 1,472 | 10,358 |
The liability to the Group's shareholder Servus Group HoldCo II S.à r. l., Luxembourg, amounting to €1,661 thousand as of September 30, 2013 was settled in the third quarter of fiscal 2014.
| June 30, 2014 | Sept 30, 2013 | ||||||
|---|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total | |
| Anniversary benefits | - | 354 | 354 | - | 551 | 551 | |
| Early retirement contracts | - | 4,143 | 4,143 | - | 5,913 | 5,913 | |
| Employee related costs | 3,822 | - | 3,822 | 4,160 | - | 4,160 | |
| Environmental protection | 714 | - | 714 | 915 | - | 915 | |
| Other risks | 589 | - | 589 | 565 | - | 565 | |
| Legal and litigation costs | 138 | - | 138 | 138 | - | 138 | |
| W arranties | 3,195 | - | 3,195 | 6,057 | - | 6,057 | |
| Other miscellaneous | 1,189 | 568 | 1,757 | 2,073 | 573 | 2,646 | |
| Provisions | 9,647 | 5,065 | 14,712 | 13,908 | 7,037 | 20,945 |
The provision for payments resulting from early retirement contracts decreased in the first nine months of fiscal 2014 from €5,913 thousand as of September 30, 2013 to €4,143 thousand as of June 30, 2014 mainly due to utilizations (cost paid to the participants of the early retirement program). The program has been closed for new participants; the last employees finished the active phase of the earlyretirement program in fiscal 2013; the passive phase will extend until fiscal 2016 for some employees.
The warranty provision decreased in the first nine months of fiscal 2014 by €2,862 thousand from €6,057 thousand as of September 30, 2013 to €3,195 thousand as of June 30, 2014 mainly due to utilizations (costs paid) - in particular settlements of old warranty claims.
The Group's other liabilities mature within a year. Accordingly, they are disclosed as current liabilities. The following table sets out the breakdown of Group's other liabilities:
| in € thousands | June 30, 2014 Sept 30, 2013 | |
|---|---|---|
| Advanced payments received | 349 | 339 |
| Vacation expenses | 2,212 | 2,100 |
| Other personnel related expenses | 3,606 | 4,727 |
| Outstanding costs | 7,175 | 3,523 |
| Miscellaneous | 334 | 184 |
| Other current liabilities | 13,676 | 10,873 |
Contingent liabilities are uncertainties for which the outcome has not been determined. If the outcome is probable and estimable, the liability is shown in the statement of financial position.
A detailed description of the guarantees the Group issued can be found in the 2013 Annual Report.
The nominal values of the other financial commitments as of June 30, 2014 are as follows:
| in € thousands | June 30, 2014 Sept 30, 2013 | |
|---|---|---|
| Capital commitments for fixed and other intangible assets | 5,900 | 3,003 |
| Obligations under rental and leasing agreements | 12,829 | 11,202 |
| Total | 18,729 | 14,205 |
Higher committed investments in China as well as for powder coating equipment at our Korea facility explain the year-over-year change.
The following table shows the carrying amounts and fair values of the Group's financial instruments. The fair value of a financial instrument is the price at which a party would accept the rights and/or obligations of this financial instrument from another independent party. Given the varying influencing factors, the reported fair values can only be regarded as indicators of the prices that may actually be achieved on the market.
| Measurement | June 30, 2014 | Sept 30, 2013 | |||
|---|---|---|---|---|---|
| in € thousands | category acc. to IAS 39 |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
| Trade accounts receivables | LaR | 50,783 | 50,783 | 67,776 | 67,776 |
| Cash | LaR | 21,950 | 21,950 | 21,819 | 21,819 |
| Loan to shareholder | LaR | - | - | 77,134 | 81,018 |
| Derivative instruments | FAFV | 14,715 | 14,715 | 10,845 | 10,845 |
| Other miscellaneous | LaR | 6,311 | 6,311 | - | - |
| Other financial assets | LaR/ FAFV | 21,026 | 21,026 | 87,979 | 91,863 |
| Total financial assets | 93,759 | 93,759 | 177,574 | 181,458 | |
| Senior secured notes | FLAC | 256,338 | 276,997 | 319,460 | 321,624 |
| EUSIs | FLAC | - | - | 3,300 | 4,568 |
| Financial liabilities | FLAC | 256,338 | 276,997 | 322,760 | 326,192 |
| Trade accounts payable | FLAC | 44,641 | 44,641 | 44,977 | 44,977 |
| Finance lease liabilities | - | 1,767 | 1,403 | 2,639 | 2,582 |
| Liabilities to related parties | FLAC | 3 | 3 | 1,661 | 1,661 |
| Other financial liabilities | FLAC/ - | 1,770 | 1,406 | 4,300 | 4,243 |
| Total financial liabilities | 302,749 | 323,044 | 372,037 | 375,412 |
| Aggregated according to categories in IAS 39: | ||||
|---|---|---|---|---|
| Loans and receivables (LaR) | 79,044 | 79,044 | 166,729 | 170,613 |
| Financial assets at fair value through profit and loss (FAFV) | 14,715 | 14,715 | 10,845 | 10,845 |
| Financial liabilities measured at amortized cost (FLAC) | 300,982 | 321,641 | 369,398 | 372,830 |
The following table provides an overview of the classification of financial instruments presented above in the fair value hierarchy, except for financial instruments with fair values corresponding to the carrying amounts (i.e. trade accounts receivable and payable, cash and other financial liabilities).
| June 30, 2014 Sept 30, 2013 |
||||||||
|---|---|---|---|---|---|---|---|---|
| in € thousands | Total Level 11) Level 22) Level 33) | Total Level 11) Level 22) Level 33) | ||||||
| Financial assets | ||||||||
| Loan to shareholder | - | - | - | - | 81,018 | - | - | 81,018 |
| Derivative instruments | 14,715 | - | 14,715 | - | 10,845 | - | 10,845 | - |
| Financial liabilities | ||||||||
| Senior secured notes | 276,997 | 276,997 | - | - | 321,624 | 321,624 | - | - |
| EUSIs | - | - | - | - | 4,568 | - | - | 4,568 |
| Finance lease liabilities | 1,403 | - | - | 1,403 | 2,582 | - | - | 2,582 |
1) Fair value measurement based on quoted prices (unadjusted) in active markets for these or identical instruments.
2) Fair value measurement based on inputs that are observable on active markets either directly (i. e. as prices) or indirectly (i. e. derived from prices). 3) Fair value measurement based on inputs that are not observable market data.
The fair value of the financial instruments is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. In other words, the fair value is the price that would be received to sell an asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values:
All aspects of the Group's financial risk management objectives and policies are consistent with those disclosed in the Consolidated Financial Statements as of and for the fiscal year ended September 30, 2013.
The statement of cash flows is prepared in compliance with IAS 7. The statement of cash flows of the Stabilus Group shows the development of the cash flows from operating, investing and financial activities. Inflows and outflows from operating activities are presented in accordance with the indirect method and those from investing and financing activities by the direct method.
The cash funds reported in the statement of cash flows comprise all liquid funds, cash balances and cash at banks reported in the statement of financial position.
Interest payments in the first nine months of fiscal 2014 amounting to €(29,935) thousand (first nine months of fiscal 2013: €(8,784) thousand) are taken into account in the cash outflows from financing activities. Income tax payments in the same period of €(4,228) thousand (first nine months of fiscal 2013: €(6,046) thousand) are allocated in full to the operating activities area, since allocation to individual business areas is impracticable. Payments for finance leases in the nine months ended June 30, 2013 amounting to €(881) thousand are included in the cash flow from operating activities.
Stabilus Group is organized and managed primarily on a regional level. The three reportable operating segments of the Group are Europe, NAFTA, Asia/ Pacific and rest of world (RoW). The product portfolio is largely similar in these three regional segments.
The Group measures the performance of its operating segments through a measure of segment profit or loss (key performance indicator) which is referred to as "adjusted EBITDA". Adjusted EBITDA represents EBITDA (i.e. earnings before interest, taxes, depreciation and amortization), as adjusted by management primarily in relation to severance, consulting, restructuring, one-time legal disputes and other non-recurring costs, as well as interest on pension charges.
Segment information for the nine months ended June 30, 2014 and 2013 is as follows:
| Europe Nine months ended June 30, |
NAFTA | Asia/ Pacific and RoW Nine months ended June 30, |
||||
|---|---|---|---|---|---|---|
| Nine months | ||||||
| ended June 30, | ||||||
| in € thousands | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| External revenue1) | 199,776 | 182,499 | 129,196 | 115,553 | 47,127 | 42,059 |
| Intersegment revenue1) | 17,180 | 16,868 | 1,633 | 1,764 | 89 | 32 |
| Total revenue1) | 216,956 | 199,367 | 130,829 | 117,317 | 47,216 | 42,091 |
| EBITDA | 25,051 | 31,340 | 16,553 | 13,974 | 8,632 | 9,180 |
| Depreciation and amortization | (14,289) | (14,521) | (4,544) | (4,868) | (1,262) | (1,486) |
| Adjusted EBITDA | 41,097 | 36,781 | 18,112 | 16,032 | 8,801 | 9,244 |
| Total segments | Other/ Consolidation | Stabilus Group | ||||
|---|---|---|---|---|---|---|
| Nine months | Nine months ended June 30, |
Nine months ended June 30, |
||||
| ended June 30, | ||||||
| in € thousands | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
| External revenue1) | 376,099 | 340,111 | - | - | 376,099 | 340,111 |
| Intersegment revenue1) | 18,902 | 18,664 | (18,902) | (18,664) | - | - |
| Total revenue1) | 395,001 | 358,775 | (18,902) | (18,664) | 376,099 | 340,111 |
| EBITDA | 50,236 | 54,494 | - | - | 50,236 | 54,494 |
| Depreciation and amortization | (20,095) | (20,875) | (9,306) | (8,824) | (29,401) | (29,699) |
| Adjusted EBITDA | 68,009 | 62,057 | - | - | 68,009 | 62,057 |
1) Revenue breakdow n by location of Stabilus company (i. e. "billed-from view ").
The amounts presented in the column "other/ consolidation" above include the elimination of transactions between the segments and certain other corporate items which are related to the Stabilus Group as a whole and are not allocated to the segments, e.g. depreciation from purchase price allocations.
The following table sets out the reconciliation of the total segments' profit (adjusted EBITDA) to profit before income tax.
| Nine months ended June 30, | ||||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | ||
| Total segments' profit (adjusted EBITDA) | 68,009 | 62,057 | ||
| Other/ consolidation | - | - | ||
| Group adjusted EBITDA | 68,009 | 62,057 | ||
| Adjustments to EBITDA | (17,773) | (7,563) | ||
| EBITDA | 50,236 | 54,494 | ||
| Depreciation and amortization | (29,401) | (29,699) | ||
| Profit from operating activities (EBIT) | 20,834 | 24,795 | ||
| Finance income | 10,370 | 704 | ||
| Finance costs | (32,954) | (42,063) | ||
| Profit/ (loss) before income tax | (1,750) | (16,564) |
According to the resolution of the extraordinary general meeting from May 5, 2014 a new Supervisory Board was designated. The appointed Supervisory Board members are Udo Stark (Chairman), Nizar Ghoussaini, Dr. Stephan Kessel and Andi Klein.
The appointed members of the Management Board are Dietmar Siemssen (Chairman), Mark Wilhelms, Bernd-Dietrich Bockamp and Andreas Schröder.
The variable compensation for the members of the Management Board includes a matching stock program. The matching stock program provides for four annual tranches granted each year during the fiscal year ending September 30, 2014 until September 17, 2017. Participation in the matching stock program requires Management Board members to invest in shares of the Company. The investment has generally to be held for the lock-up period.
As part of the matching stock program A (the "MSP A") for each share the Management Board invests in the Company in the specific year (subject to general cap), the Management Board members receive a certain number of fictious options to acquire shares in the Company for each tranche of the matching stock program. The amount of stock options received depends upon a factor to be set by the Supervisory Board annually which will be in a range between 1.0 times and 1.7 times for the outlined timeframe. Thus, if a Management Board member was buying 1,000 shares under the MSP in the Company, he would receive 1,000 to 1,700 fictious options for a certain tranche. The fictious options are subject to a lock-up period of four years and may be exercised during a subsequent two-year exercise period.
As part of matching stock program B (the "MSP B") for each share the Management Board holds in the Company in the specific year (subject to a general cap), the Management Board members receive a certain number of fictious options to acquire shares in the Company for each tranche of the matching
stock program. The amount of stock options received depends upon a factor to be set by the Supervisory Board annually which will be in a range between 0.0 times and 0.3 times for the outlined timeframe. Thus, if a Management Board member was holding 10,000 shares under the MSP in the Company, he would receive 0 to 3,000 fictious options for a certain tranche. The fictious options are subject to a lock-up period of four years and may be exercised during a subsequent two-year exercise period.
The options may only be exercised if the stock price of the Company exceeds a set threshold for the relevant tranche, which the Supervisory Board will determine, and which needs to be between ten percent and fifty percent growth over the base price, which is the share price on the grant date. If exercised, the fictious options are transformed into a gross amount equalling the difference between the option price and the relevant stock price multiplied with the number of exercised fictious options. The generally limited net amount resulting from the calculated gross amount is paid out to the Management Board members. Alternatively, the Company may decide to buy shares in an amount equaling the net amount in order to settle the exercised options. The maximum gross amounts resulting from the exercise of the fictious options of one tranche in general is limited in amount. Reinvestment of IPO proceeds from previous equity programs are not taken into account for MSP A.
As of the date of this report no stock options have been granted according to this program.
In accordance with IAS 24, persons or entities that control or are controlled by the Stabilus Group shall be disclosed, unless they are included in consolidation as a consolidated entity. Control exists if a shareholder holds more than half of the voting rights in Stabilus and has the possibility as a result of a provision in the articles of incorporation or a contractual arrangement to control the financial and business policies of the Stabilus Group.
The disclosure obligation under IAS 24 furthermore extends to transactions with persons who exercise a significant influence on the financial and business policies of the Stabilus Group, including close family members or interposed entrepreneurs. A significant influence on the financial and business policies of the Stabilus Group can hereby be based on a shareholding of 20 % or more in Stabilus, a seat on the management board of Stabilus or another key position.
Following the IPO on May 23, 2014 the shareholder structure of Stabilus changed. Related parties of the Stabilus Group in accordance with IAS 24 primarily comprise the shareholder Servus Group HoldCo II and Stabilus Group management which also holds an investment in the company.
To fund working capital requirements of Servus HoldCo S. à r. l. and Stable II S. à r. l. in the previous years, the shareholder Servus Group HoldCo II provided a working capital loan amounting to €1,661 thousand as of September 30, 2014. This loan has been fully redeemed in the third quarter of fiscal 2014. As of June 30, 2014 the Group has a liability to Servus II (Gibraltar) Limited amounting to €3 thousand; as of September 30, 2013 Servus II (Gibraltar) Limited was part of the Stabilus Group. See also Note 13.
The loan the Group has provided to the shareholder Servus Group HoldCo II in fiscal 2013 amounting to €80,014 thousand (principal amount) was derecognized from the Group's balance sheet following the distribution of the Company's equity interest in Servus II (Gibraltar) Limited which was the holder of the upstream shareholder loan receivable. See also Note 7.
As of August 18, 2014 there were no further events or developments that could have materially affected the measurement and presentation of Group's assets and liabilities as of June 30, 2014.
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 and loss of the Group, and the interim management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the material opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Luxembourg, August 18, 2014
Stabilus S.A. Management Board
| Date1)2) | Publication / Event |
|---|---|
| August 18, 2014 | Publication of the third-quarter results for fiscal 2014 (Interim Report Q3 FY14) |
| December 15, 2014 | Publication of full year results for fiscal 2014 (Annual Report 2014) |
| February 18, 2015 | Annual General Meeting for fiscal 2014 |
1) W e cannot rule out changes of dates, we recommend checking them on our website in the Investor Relations/ Financial Calendar section (www.ir.stabilus.com).
2) Please note that our fiscal year (FY) comprises a twelve-months period from October 1st until September 30th of the following calendar year. E.g. the fiscal year 2014 comprises a year ended September 30, 2014.
Further information including financial news, reports and publications can be found in the Investor Relations section of our website at www.ir.stabilus.com.
Phone: +352 286 770 21 Fax: +352 286 770 99 Email: [email protected]
Phone: +49 261 8900 502 Email: [email protected]
Stabilus S.A. 2, rue Albert Borschette L-1246 Luxembourg Grand Duchy of Luxembourg Phone: +352 286 770 1 Fax: +352 286 770 99 Email: [email protected] Internet: www.stabilus.com
Stabilus Ltda. Av. Pres. Tancredo de Almeida Neves, km 1,2 CEP 37.504-066 Itajubá (MG) Brasil
+55 35 3629-5000 +55 35 3629-5005 [email protected]
Stabilus Sales Office Shanghai 1-2 floor of Building No. 18 N o . 8 8 D a r w i n R o a d , L a n d s c a p e Park Zhang Jiang Hi-Tech Park Pudong DC., Shanghai 201203
Deutschland Stabilus GmbH Wallersheimer Weg 100 56070 Koblenz Germany +49 261 8900-0 +49 261 8900-204 [email protected]
Stabilus GmbH Oficina de representación España Edificio Arteaga Txorierri Etorbidea 9 - 3 a planta (oficina 303) 48160 Derio (Vizcaya) España +34 94 455-4170 +34 94 455-4183 [email protected]
Italia Stabilus GmbH Ufficio Italia Via Francesco Glacomo Bona, 1 10064 Pinerolo (TO) Italy +39 0121 300-711
+39 0121 202161 [email protected]
Stabilus Japan Corporation 3-19-11 Shin-Yokohama, Kohoku-ku 222-0033 Yokohama, Kanagawa Japan +81 45 471-2970 +81 45 471-2989 [email protected]
Korea S t a b i l u s C o . , L t d . 14 9 3 -1, Songjeong-dong Gangseo-gu, Busan Korea / Zip Code 618-817 +82 51 979 1500 +82 51 979 1599 [email protected]
S t a b i l u s C o . , L t d . S a l e s O f f i c e Korea 3F, Woogang Bldg., 402-3 Yuljeon-dong, Changan-gu Suwon-si, Gyeonggi-do Korea / Zip Code 440-827 +82 31 298-1744 +82 31 298-0742 [email protected]
Luxembourg Stabilus S.A. Luxembourg 2 r u e A l b e r t B o r s c h e t t e L-1246, Luxembourg +352 286 7701 +352 286 77099 [email protected]
Stabilus, S.A. de C.V. Industria Metalúrgica No. 1010 Parque Industrial Ramos Arizpe C.P. 25900 Ramos Arizpe, Coahuila México +52 844 411-0707 +52 844 411-0706 [email protected]
75 Ellice Rd. Glenfield PO Box 101023 NSMC Auckland New Zealand +64 9 444-5388 +64 9 444-5386 [email protected] Romania Stabilus S.R.L. Romania km 5+900 (soseaua Brasov-Harman) R O - 5 0 7 19 0 S a n p e t r u , Brasov Romania +40 268 309 100 +40 268 309 170 [email protected]
Stabilus Singapore Sales Office c/o ZF Southeast Asia Pte. Ltd. 11 Tuas Drive 1 Singapore 638678 +65 642 48726 +65 642 48788 [email protected]
Stabilus Sales Office Unit 4, Canada Close Banbury, Oxon. OX16 2RT England +44 12 95 700-100 +44 12 95 700-106 [email protected] USA Stabilus Inc. 1201 Tulip Drive Gastonia NC 28052 - 1898 USA ++1 704 865-7444 ++1 704 865-7781 [email protected]
Stabilus Detroit Sales Office Automotive 36225 Mound Road Sterling Heights, MI 48310-4739 USA
++1 586 977-2950 ++1 586 446-3920 [email protected]
Stabilus Chicago Sales Office Industrial 919 N. Plum Grove Road, Suite G Schaumburg IL 60173 USA ++1 847 517-2980 ++1 847 517-2987 [email protected]
08/2014 jk plus Kommunikation, Koblenz Not responsible for typographical errors and changes. Druckfehler und Änderungen vorbehalten.
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