Interim / Quarterly Report • May 30, 2014
Interim / Quarterly Report
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Servus HoldCo S.à r.l., Luxembourg Second Quarter and First Half of Fiscal 2014
| Key Figures 3 | |
|---|---|
| Interim Group Management Report 5 | |
| Results of operations 5 | |
| Development of operating segments 11 | |
| Financial position 12 | |
| Liquidity 13 | |
| Risks and opportunities 14 | |
| Condensed Interim Consolidated Financial Statements (unaudited) 15 | |
| Consolidated Statement of Comprehensive Income 15 | |
| Consolidated Statement of Financial Position 16 | |
| Consolidated Statement of Changes in Equity 17 | |
| Consolidated Statement of Cash Flows 18 | |
| Notes to Condensed Interim Consolidated Financial Statements 19 | |
| 1. General Information 19 |
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| 2. Revenue 21 |
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| 3. Finance income 22 |
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| 4. Finance costs 22 |
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| 5. Property, plant and equipment 22 |
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| 6. Other intangible assets 23 |
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| 7. Other financial assets 23 |
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| 8. Other assets 24 |
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| 9. Inventories 24 |
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| 10. Equity 24 | |
| 11. Financial liabilities 25 | |
| 12. Other financial liabilities 25 | |
| 13. Provisions 26 | |
| 14. Other liabilities 26 | |
| 15. Contingent liabilities and other financial commitments 26 | |
| 16. Financial instruments 28 | |
| 17. Risk reporting 29 | |
| 18. Notes to the consolidated statement of cash flows 29 | |
| 19. Segment reporting 30 | |
| 20. Related party relationships 31 | |
| 21. Subsequent events 32 | |
| Three months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Revenue | 129.8 | 114.3 | 15.5 | 13.6% |
| EBITDA | 24.1 | 18.3 | 5.8 | 31.7% |
| Adjusted EBITDA | 25.0 | 23.0 | 2.0 | 8.7% |
| Capital expenditure | (6.8) | (8.0) | 1.2 | (15.0)% |
| Adjusted operating cash flow before tax (AoCF) | 33.9 | 7.5 | 26.4 | >100.0% |
| Free cash flow (FCF) | 32.3 | (6.1) | 38.4 | <(100.0)% |
| EBITDA as % of revenue | 18.6% | 16.0% | ||
| Adjusted EBITDA as % of revenue | 19.3% | 20.1% | ||
| Capital expenditure as % of revenue | 5.2% | 7.0% | ||
| AoCF as % of adjusted EBITDA | 135.6% | 32.6% | ||
| FCF as % of adjusted EBITDA | 129.2% | (26.5)% |
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Revenue | 245.9 | 219.4 | 26.5 | 12.1% |
| EBITDA | 40.8 | 33.1 | 7.7 | 23.3% |
| Adjusted EBITDA | 43.5 | 39.5 | 4.0 | 10.1% |
| Capital expenditure | (16.9) | (13.6) | (3.3) | 24.3% |
| Adjusted operating cash flow before tax (AoCF) | 34.1 | 11.5 | 22.6 | >100.0% |
| Free cash flow (FCF) | 14.0 | (5.8) | 19.8 | <(100.0)% |
| EBITDA as % of revenue | 16.6% | 15.1% | ||
| Adjusted EBITDA as % of revenue | 17.7% | 18.0% | ||
| Capital expenditure as % of revenue | 6.9% | 6.2% | ||
| AoCF as % of adjusted EBITDA | 78.4% | 29.1% | ||
| FCF as % of adjusted EBITDA | 32.2% | (14.7)% |
3
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, launch costs for new products and other nonrecurring 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.
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, 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 six months ended March 31, 2014
The table below sets out Stabilus Group's consolidated income statement for the second quarter of fiscal 2014 in comparison to the second quarter of the previous fiscal year:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Revenue | 129.8 | 114.3 | 15.5 | 13.6% |
| Cost of sales | (96.8) | (86.3) | (10.5) | 12.2% |
| Gross profit | 32.9 | 28.0 | 4.9 | 17.5% |
| Research and development expenses | (5.4) | (4.2) | (1.2) | 28.6% |
| Selling expenses | (9.4) | (9.9) | 0.5 | (5.1)% |
| Administrative expenses | (5.0) | (6.1) | 1.1 | (18.0)% |
| Other income | 1.5 | 1.4 | 0.1 | 7.1% |
| Other expenses | (0.6) | (0.9) | 0.3 | (33.3)% |
| Profit from operating activities (EBIT) | 14.0 | 8.3 | 5.7 | 68.7% |
| Finance income | 6.9 | 0.3 | 6.6 | >100.0% |
| Finance costs | (13.2) | (27.6) | 14.4 | (52.2)% |
| Profit / (loss) before income tax | 7.7 | (19.0) | 26.7 | <(100.0)% |
| Income tax income/ (expense) | (3.4) | (3.1) | (0.3) | 9.7% |
| Profit for the period | 4.3 | (22.1) | 26.4 | <(100.0)% |
Our revenue in the second quarter of fiscal 2014 (by location of customer and by market segment) developed as follows:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Europe1) | 63.8 | 59.2 | 4.6 | 7.8% |
| NAFTA1) | 41.8 | 36.2 | 5.6 | 15.5% |
| Asia/Pacific and rest of world1) | 24.2 | 18.9 | 5.3 | 28.0% |
| Revenue1) | 129.8 | 114.3 | 15.5 | 13.6% |
1) Revenue breakdow n by location of customer (i. e. "billed-to view ").
| Three months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Automotive | 85.3 | 72.9 | 12.4 | 17.0% |
| Gas spring | 64.6 | 60.7 | 3.9 | 6.4% |
| Powerise | 20.7 | 12.2 | 8.5 | 69.7% |
| Industrial | 37.9 | 34.9 | 3.0 | 8.6% |
| Swivel chair | 6.6 | 6.5 | 0.1 | 1.5% |
| Revenue | 129.8 | 114.3 | 15.5 | 13.6% |
Our revenue in the second quarter of fiscal 2014 increased by €15.5 million or 13.6% compared to the second quarter of fiscal 2013. The revenue to our customers in all our three segments (regions: Europe, NAFTA and Asia/ Pacific and rest of word) developed positively. Sales to our customers in Asia/ Pacific and rest of word (RoW), NAFTA and Europe grew by 28.0% (€5.3 million), 15.5% (€5.6 million) and 7.8% (€4.6 million) respectively.
The increase in total revenue is mainly due to our automotive, particularly to our growing Powerise, segment. The increase in the Powerise segment by 69.7% 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 8.6%: from €34.9 million in the second quarter of fiscal 2013 to €37.9 million in the second quarter of fiscal 2014.
Swivel chair revenue increased from €6.5 million in the second quarter of fiscal 2013 to €6.6 million in the second quarter of fiscal 2014.
Cost of sales in the second quarter of fiscal 2014 increased by 12.2%, compared to the second quarter of the previous fiscal year. Its increase was softer than the revenue increase in the same period, i. e. the cost of sales as a percentage of revenue decreased by roughly one percentage point from 75.5% in second quarter of fiscal 2013 to 74.6% in second quarter of fiscal 2014.
Gross profit margin increased from 24.5% in the second quarter of fiscal 2013 to 25.3% in the second quarter of fiscal 2014.
R&D expenses in the second quarter of fiscal 2014 increased by 28.6%, compared to the second quarter of fiscal 2013. As a percentage of revenue, R&D expenses increased in the second quarter of fiscal 2014 as well and were 4.2% of revenue (Q2 FY2013: 3.7%).
Selling expenses decreased by (5.1)% from €(9.9) million in the second quarter of fiscal 2013 to €(9.4) million in the second quarter of fiscal 2014, mainly due to lower material expenses. As a percent of revenue, these expenses decreased in the second quarter of fiscal 2014 to 7.2% (Q2 FY2013: 8.7%).
Administrative expenses decreased by €1.1 million from €(6.1) million in the second quarter of fiscal 2013 to €(5.0) million in the second quarter of fiscal 2014, mainly due to lower advisory expenses. As percentage of revenue, administrative expenses decreased to 3.9% of total revenue (Q2 FY2013: 5.3%).
Other income increased by €0.1 million from €1.4 million in the second quarter of fiscal 2013 to €1.5 million in the second quarter of fiscal 2014. This increase by 7.1% is primarily the result of foreign currency fluctuations, i. e. higher foreign currency translation gains.
Other expense increased from €(0.9) million in the second quarter of fiscal 2013 to €(0.6) million in the second quarter of fiscal year under review. This income statement line item comprises mainly the foreign currency translation losses.
Finance income increased from €0.3 million in the second quarter of fiscal 2013 to €6.9 million in the second quarter of fiscal 2014 primarily due to the gains from changes in carrying amounts of upstream shareholder loan and embedded derivatives. These balance sheet line items were not part of the Group's balance sheet prior to the issuance of senior secured notes in June 2013. Refer to the Notes to Condensed Interim Consolidated Financial Statements below for further details, specifically to Notes 3 and 7.
Finance costs decreased by (52.2)% from €(27.6) million in the second quarter of fiscal 2013 to €(13.2) million in the second quarter of fiscal 2014. The significantly higher finance costs in the second quarter of the previous fiscal year were primarily due to the increase in the carrying amount of the equity upside-sharing instruments (EUSIs) due to their planned partial repayment following the issuance of senior secured notes in the previous fiscal year. See Notes to the Condensed Interim Consolidated Financial Statements below for further details, particularly Note 4 for a breakdown of finance costs.
The tax expense increased from €(3.1) million in the second quarter of fiscal 2013 to €(3.4) million in the second quarter of fiscal 2014, as a consequence of the improved pre-tax result in the same period.
The table below sets out Stabilus Group's consolidated income statement for the first half of fiscal 2014 in comparison to the first half of the previous fiscal year:
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Revenue | 245.9 | 219.4 | 26.5 | 12.1% |
| Cost of sales | (187.2) | (168.1) | (19.1) | 11.4% |
| Gross profit | 58.7 | 51.3 | 7.4 | 14.4% |
| Research and development expenses | (9.9) | (8.3) | (1.6) | 19.3% |
| Selling expenses | (19.2) | (19.9) | 0.7 | (3.5)% |
| Administrative expenses | (9.5) | (10.7) | 1.2 | (11.2)% |
| Other income | 2.6 | 2.4 | 0.2 | 8.3% |
| Other expenses | (1.5) | (1.5) | - | 0.0% |
| Profit from operating activities (EBIT) | 21.2 | 13.3 | 7.9 | 59.4% |
| Finance income | 10.2 | 0.6 | 9.6 | >100.0% |
| Finance costs | (20.8) | (34.4) | 13.6 | (39.5)% |
| Profit / (loss) before income tax | 10.7 | (20.5) | 31.2 | <(100.0)% |
| Income tax income/ (expense) | (4.2) | (2.6) | (1.6) | 61.5% |
| Profit for the period | 6.5 | (23.2) | 29.7 | <(100.0)% |
Our revenue in the first half of fiscal 2014 (by location of customer and by market segment) developed as follows:
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Europe1) | 121.9 | 111.2 | 10.7 | 9.6% |
| NAFTA1) | 79.7 | 71.3 | 8.4 | 11.8% |
| Asia/Pacific and rest of world1) | 44.3 | 36.9 | 7.4 | 20.1% |
| Revenue1) | 245.9 | 219.4 | 26.5 | 12.1% |
1) Revenue breakdow n by location of customer (i. e. "billed-to view ").
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Automotive | 164.2 | 141.2 | 23.0 | 16.3% |
| Gas spring | 126.3 | 118.0 | 8.3 | 7.0% |
| Powerise | 37.9 | 23.2 | 14.7 | 63.4% |
| Industrial | 69.3 | 65.1 | 4.2 | 6.5% |
| Swivel chair | 12.4 | 13.1 | (0.7) | (5.3)% |
| Revenue | 245.9 | 219.4 | 26.5 | 12.1% |
Total revenue in the first half of fiscal 2014 increased by €26.5 or 12.1% compared to the first half of fiscal 2013. In absolute terms this increase mainly comes from higher sales to our European customers which increased by €10.7 million in the period under review. The highest revenue increase in relative terms was in the sales to our customers in Asia/ Pacific and RoW which grew by 20.1%.
The increase in total revenue is mainly due to our automotive, particularly to our growing Powerise segment. The increase in the Powerise segment by 63.4% 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 6.5% from €65.1 million in the first half of fiscal 2013 to €69.3 million in the first half of fiscal 2014.
Swivel chair revenue decreased from €13.1 million in the first half of fiscal 2013 by €(0.7) million to €12.4 million in the first half of fiscal 2014. It suffered from an overall lower demand from our primarily European customers.
Cost of sales in the first half of fiscal 2014 increased by 11.4%, compared to the first half of the previous fiscal year. Its increase was lower relatively to the increase of revenue, i. e. the cost of sales as a percentage of revenue decreased by roughly fifty basis points to 76.1% (H1 FY2013: 76.6%).
R&D expenses in the first half of fiscal 2014 increased by 19.3%, compared to the first half of fiscal 2013. As a percentage of revenue, R&D expenses in these period amounted to 4.0% (H1 FY2013: 3.8%).
Gross profit increased by €7.4 million from €51.3 million in the first half of fiscal 2013 to €58.7 million in the first half of fiscal 2014, reflecting higher revenue as well as gross margin increase from 23.4% in the first half of fiscal 2013 to 23.9% in the first half of fiscal 2014.
Selling expenses decreased by (3.5)% from €(19.9) million in the first half of fiscal 2013 to €(19.2) million in the first half of fiscal 2014, mainly due to lower material expenses. As a percent of revenue, these expenses decreased as well, to 7.8% (H1 FY2013: 9.1%).
Administrative expenses decreased by (11.2)% from €(10.7) million in the first half of fiscal 2013 to €(9.5) million in the first half of fiscal 2014, mainly due to lower advisory/ lawyer expenses. As percentage of revenue, in this period administrative expenses decreased to 3.9% of total revenue (H1 FY2013: 4.9%).
Other income increased by €0.2 million from €2.4 million in the first half of fiscal 2013 to €2.6 million in the first half of fiscal 2014. This increase by 8.3% is primarily the result of foreign currency fluctuations, i. e. higher foreign currency translation gains.
Other expense remained stable at €(1.5) million in the first half of fiscal 2014 (H1 FY2013: €(1.5) million). This income statement line item comprises mainly the foreign currency translation losses.
Finance income increased from €0.6 million in the first half of fiscal 2013 to €10.2 million in the first half of fiscal 2014 primarily due to the gains from changes in carrying amounts of upstream shareholder loan and embedded derivatives. These balance sheet line items were not part of the Group's balance sheet before the issuance of senior secured notes in June 2013. Refer to the Notes to Condensed Interim Consolidated Financial Statements below for further details, specifically to Notes 3 and 7.
Finance costs decreased by (39.5)% from €(34.4) million in the first half of fiscal 2013 to €(20.8) million in the first half of fiscal 2014. The significantly higher finance costs in the first half of the previous fiscal year were primarily due to the increase in the carrying amount of the equity upsidesharing instruments (EUSIs) due to their planned partial repayment following the issuance of senior secured notes in the previous fiscal year. See Notes to the Condensed Interim Consolidated Financial Statements below for further details, particularly Note 4 for a breakdown of finance costs.
The improved pre-tax result of €10.7 million in the first half of fiscal 2014, compared to €(20.5) million in the first half of prior fiscal year, drives up our tax expense to €(4.2) million (H1 FY2013: €(2.6) million).
The tables below show reconciliations of profit from operating activities (EBIT) to EBITDA and adjusted EBITDA for the second quarter and first half of fiscal 2014 and 2013:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | 14.0 | 8.3 | 5.7 | 68.7% |
| Depreciation | 5.0 | 5.6 | (0.6) | (10.7)% |
| Amortization | 5.1 | 4.4 | 0.7 | 15.9% |
| EBITDA | 24.1 | 18.3 | 5.8 | 31.7% |
| Advisory* | 0.6 | 1.0 | (0.4) | (40.0)% |
| Restructuring / Ramp-up | - | 3.3 | (3.3) | (100.0)% |
| Pension interest add back | 0.3 | 0.4 | (0.1) | (25.0)% |
| Total adjustments | 0.9 | 4.7 | (3.8) | (80.9)% |
| Adjusted EBITDA | 25.0 | 23.0 | 2.0 | 8.7% |
* Legal, bond issuance, tax audit and reorganization related advisory expenses.
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Profit from operating activities (EBIT) | 21.2 | 13.3 | 7.9 | 59.4% |
| Depreciation | 9.8 | 11.0 | (1.2) | (10.9)% |
| Amortization | 9.8 | 8.8 | 1.0 | 11.4% |
| EBITDA | 40.8 | 33.1 | 7.7 | 23.3% |
| Advisory* | 1.6 | 2.3 | (0.7) | (30.4)% |
| Restructuring / Ramp-up | 0.4 | 3.4 | (3.0) | (88.2)% |
| Pension interest add back | 0.7 | 0.7 | - | 0.0% |
| Total adjustments | 2.7 | 6.4 | (3.7) | (57.8)% |
| Adjusted EBITDA | 43.5 | 39.5 | 4.0 | 10.1% |
* 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, launch costs for new products and other nonrecurring 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.
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 half of fiscal 2014, compared to the first half of the previous fiscal year.
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Europe | ||||
| External revenue1) | 129.9 | 117.6 | 12.3 | 10.5% |
| Intersegment revenue1) | 11.9 | 11.6 | 0.3 | 2.6% |
| Total revenue1) | 141.7 | 129.2 | 12.5 | 9.7% |
| Adjusted EBITDA | 26.2 | 23.3 | 2.9 | 12.4% |
| as % of revenue | 18.5% | 18.0% | ||
| NAFTA | ||||
| External revenue1) | 84.7 | 74.8 | 9.9 | 13.2% |
| Intersegment revenue1) | 1.0 | 1.2 | (0.2) | (16.7)% |
| Total revenue1) | 85.8 | 76.1 | 9.7 | 12.7% |
| Adjusted EBITDA | 11.7 | 10.8 | 0.9 | 8.3% |
| as % of revenue | 13.6% | 14.2% | ||
| Asia/ Pacific and RoW | ||||
| External revenue1) | 31.3 | 26.9 | 4.4 | 16.4% |
| Intersegment revenue1) | - | - | - | n/a |
| Total revenue1) | 31.4 | 27.0 | 4.4 | 16.3% |
| Adjusted EBITDA | 5.5 | 5.5 | - | 0.0% |
| as % of revenue | 17.5% | 20.4% |
1) Revenue breakdow n by location of Stabilus company (i. e. "billed-from view ").
The total revenue of our European companies increased by 9.7% from €129.2 million in the first half of fiscal 2013 to €141.7 million in the first half of fiscal 2014. Adjusted EBITDA of this operating segment increased by 12.4% in this period.
The external revenue of our companies located in the NAFTA region increased by 13.2% from €74.8 million in the first half of fiscal 2013 to €84.7 million in the first half of fiscal 2014 primarily due to our growing Powerise business. NAFTA's adjusted EBITDA margin decreased from 14.2% in the first half of fiscal 2013 to 13.6% in the first half of fiscal 2014, partially due to weaker US dollar.
In the first half of fiscal 2014, the total revenue of our companies in the Asia/ Pacific and RoW segment increased by €4.4 million or 16.3%, compared to the corresponding period of fiscal 2013. This segments' result, measured as adjusted EBITDA, remained stable at €5.5 million. Within this segment China remains strong and Brazil and Australia on the other hand are faced with somewhat higher cost.
| in € millions | March 31, 2014 Sept 30, 20131) | change | % change | |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | 427.2 | 429.0 | (1.8) | (0.4)% |
| Current assets | 166.2 | 160.3 | 5.9 | 3.7% |
| Total assets | 593.4 | 589.3 | 4.1 | 0.7% |
| Equity and liabilities | ||||
| Equity | 84.1 | 80.3 | 3.8 | 4.7% |
| Non-current liabilities | 427.2 | 421.1 | 6.1 | 1.4% |
| Current liabilities | 82.1 | 87.9 | (5.8) | (6.6)% |
| Total liabilities | 509.3 | 509.0 | 0.3 | 0.1% |
| Total equity and liabilities | 593.4 | 589.3 | 4.1 | 0.7% |
1) Information related to the adjustment of the prior-year figures is disclosed in the Notes to Condensed Interim Consolidated Financial Statements, Note 1.
The Group's balance sheet total increased from €589.3 million as of September 30, 2013 by €4.1 million or 0.7% to €593.4 million as of March 31, 2014, mainly due to higher current assets and – on the equity and liabilities side of the balance sheet – due to higher non-current liabilities.
Current assets as of March 31, 2014 increased by 3.7% or €5.9 million, compared to September 30, 2013, mainly due to the increased carrying amount of embedded derivatives. The decrease in trade accounts receivable was largely offset by the corresponding increase in cash in the same period. In the second quarter of fiscal 2014, Stabilus Group sold a portion of its trade accounts receivable (€20.2 million) to a factor.
The Group's equity as of March 31, 2014 increased by €3.8 million as a consequence of the in the first half of fiscal 2014 generated and retained earnings amounting to €6.5 million and other comprehensive income amounting to €(2.7) million. Other comprehensive income comprised unrealized actuarial losses of €(2.0) million and losses from foreign currency translation of €(0.7) million.
Our non-current liabilities increased by €6.1 million, primarily due to the higher carrying amount of equity-upside sharing instruments.
Current liabilities decreased by €(5.8) million from €87.9 million as of September 30, 2013 to €82.1 million as of March 31, 2014. This decrease of (6.6)% was mainly a result of lower warranty provision (- €2.9 million), lower provision for early retirement program (-€1.4 million) and lower liabilities for personnel related expenses (-€1.8 million) and outstanding costs (-€2.3 million). The warranty provision decreased primarily due to utilizations (costs paid), particularly settlements of various older warranty cases in automotive segment. Lower provision for early retirement program is mainly due to utilizations, i. e. planned payments to employees participating in the program. The liability for other personnel related expenses decreased in the first half of fiscal 2014 as a consequence of payments of Christmas allowances, management bonus and other accrued personnel expenses.
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.
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Cash flows from operating activities | 43.8 | 13.4 | 30.4 | >100.0% |
| Cash flows from investing activities | (16.8) | (13.4) | (3.4) | 25.4% |
| Cash flows from financing activities | (13.6) | (10.9) | (2.7) | 24.8% |
| Net increase / (decrease) in cash | 13.4 | (10.8) | 24.2 | <(100.0)% |
| Effect of movements in exchange rates on cash held | (0.2) | 0.2 | (0.4) | <(100.0)% |
| Cash as of beginning of the period | 21.8 | 41.6 | (19.8) | (47.6)% |
| Cash as of end of the period | 35.0 | 31.0 | 4.0 | 12.9% |
Cash inflow from operating activities increased from €13.4 million in the first half of fiscal 2013 to €43.8 million in the first half of fiscal 2014 mainly due to the increased profit (€6.5 million in first half of fiscal 2014 versus €(23.2) million in first half of fiscal 2013) and sale of receivables (factoring). In the second quarter of fiscal 2014 we started a sale of receivables program; we sold €20.2 million of our receivables to a factor resulting in a cash-in of €19.1 million.
Cash outflow for investing activities increased by €(3.4) million from €(13.4) million in the first half of fiscal 2013 to €(16.8) million in first half of fiscal 2014, mainly due to higher capital expenditures (purchases of machinery, equipment and tools) primarily related to the capacity expansion of our Chinese plant and further capacity increases for the Powerise production to support the growth profile of the business.
Cash outflow for financing activities increased by €(2.7) million in the first half of fiscal 2014, compared to the corresponding prior year's period. This is mainly the result of higher cash interest payments following the issuance of senior secured notes.
As a result of the aforementioned changes of cash flows from operating, investing and financing activities and with adjustments to EBITDA amounting to €2.7 million (first half of fiscal 2013: €6.4 million), adjusted operating cash flow before tax (AoCF) increased by €22.6 million from €11.5 million in the first half of fiscal 2013 to €34.1 million in the first half 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.
| Six months ended March 31, | ||||
|---|---|---|---|---|
| in € millions | 2014 | 2013 | change | % change |
| Cash flows from operating activities | 43.8 | 13.4 | 30.4 | >100.0% |
| Cash flows from investing activities | (16.8) | (13.4) | (3.4) | 25.4% |
| Excl. changes in restricted cash | - | 0.4 | (0.4) | (100.0)% |
| Excl. income tax payments | 4.4 | 2.9 | 1.5 | 51.7% |
| Operating cash flow before tax | 31.4 | 3.4 | 28.0 | >100.0% |
| Adjustments to EBITDA | 2.7 | 6.4 | (3.7) | (57.8)% |
| Non-cash exceptional items | - | 1.7 | (1.7) | (100.0)% |
| Adjusted operating cash flow before tax | 34.1 | 11.5 | 22.6 | >100.0% |
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, 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) increased from €(5.8) million in the first half of fiscal 2013 to €14.0 million in the first half of fiscal 2014. The following table sets out the composition of the non-IFRS figure free cash flow.
| in € millions | 2014 | 2013 | change | % change |
|---|---|---|---|---|
| Cash flows from operating activities | 43.8 | 13.4 | 30.4 | >100.0% |
| Cash flows from investing activities | (16.8) | (13.4) | (3.4) | 25.4% |
| Payments for interest | (13.0) | (5.9) | (7.1) | >100.0% |
| Free cash flow | 14.0 | (5.8) | 19.8 | <(100.0)% |
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.
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 six months ended March 31, 2014 (unaudited)
| Three months ended March 31, | Six months ended March 31, | ||||
|---|---|---|---|---|---|
| in € thousands | Note | 2014 | 20131) | 2014 | 20131) |
| Revenue | 2 | 129,780 | 114,286 | 245,939 | 219,396 |
| Cost of sales | (96,845) | (86,309) | (187,190) | (168,057) | |
| Gross profit | 32,935 | 27,977 | 58,749 | 51,339 | |
| Research and development expenses | (5,437) | (4,170) | (9,919) | (8,274) | |
| Selling expenses | (9,365) | (9,926) | (19,217) | (19,896) | |
| Administrative expenses | (4,954) | (6,064) | (9,504) | (10,680) | |
| Other income | 1,473 | 1,365 | 2,598 | 2,351 | |
| Other expenses | (628) | (891) | (1,483) | (1,545) | |
| Profit from operating activities | 14,024 | 8,291 | 21,224 | 13,295 | |
| Finance income | 3 | 6,867 | 298 | 10,219 | 591 |
| Finance costs | 4 | (13,178) | (27,587) | (20,768) | (34,427) |
| Profit/ (loss) before income tax | 7,713 | (18,998) | 10,675 | (20,541) | |
| Income tax income/ (expense) | (3,398) | (3,125) | (4,178) | (2,613) | |
| Profit/ (loss) for the period | 4,315 | (22,123) | 6,497 | (23,154) | |
| thereof attributable to non-controlling interests | 9 | 12 | 14 | 26 | |
| thereof attributable to shareholders of Servus HoldCo | 4,306 | (22,135) | 6,483 | (23,180) | |
| Other comprehensive income/ (expense) | |||||
| Foreign curreny translation difference 2) | 10 | (4,246) | 3,264 | (733) | 4,719 |
| Unrealised actuarial gains and losses 3) | 10 | (1,976) | (1,639) | (1,990) | (832) |
| Other comprehensive income/ (expense), net of taxes | (6,222) | 1,625 | (2,723) | 3,887 | |
| Total comprehensive income/ (expense) for the period | (1,907) | (20,498) | 3,774 | (19,267) | |
| thereof attributable to non-controlling interests | 9 | 12 | 14 | 26 | |
| thereof attributable to shareholders of Servus HoldCo | (1,916) | (20,510) | 3,760 | (19,293) |
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.
The accompanying Notes form an integral part of these Consolidated Financial Statements.
| in € thousands | March 31, 2014 Sept 30, 20131) | ||
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 5 | 114,148 | 116,276 |
| Goodwill | 51,458 | 51,458 | |
| Other intangible assets | 6 | 172,098 | 175,763 |
| Other financial assets | 7 | 81,578 | 77,134 |
| Other assets | 8 | 1,130 | 1,024 |
| Deferred tax assets | 6,794 | 7,353 | |
| Total non-current assets | 427,206 | 429,008 | |
| Inventories | 9 | 48,268 | 46,063 |
| Trade accounts receivable | 52,305 | 67,776 | |
| Current tax assets | 1,618 | 397 | |
| Other financial assets | 7 | 18,478 | 10,845 |
| Other assets | 8 | 10,492 | 13,380 |
| Cash and cash equivalents | 35,013 | 21,819 | |
| Total current assets | 166,174 | 160,280 | |
| Total assets | 593,380 | 589,288 | |
| Equity and liabilities | |||
| Issued capital | 5,013 | 5,013 | |
| Additional paid-in capital | 74,403 | 74,403 | |
| Retained earnings | 5,492 | (991) | |
| Other reserves | 10 | (986) | 1,737 |
| Equity attributable to shareholders of Servus HoldCo | 83,922 | 80,162 | |
| Non-controlling interests | 183 | 169 | |
| Total equity | 84,105 | 80,331 | |
| Financial liabilities | 11 | 322,139 | 315,097 |
| Other financial liabilities | 12 | 874 | 1,472 |
| Provisions | 13 | 5,501 | 7,037 |
| Pension plans and similar obligations | 41,947 | 39,123 | |
| Deferred tax liabilities | 56,732 | 58,334 | |
| Total non-current liabilities | 427,193 | 421,063 | |
| Trade accounts payable | 46,372 | 44,977 | |
| Financial liabilities | 11 | 7,120 | 7,663 |
| Other financial liabilities | 12 | 9,773 | 8,886 |
| Current tax liabilities | 2,399 | 1,587 | |
| Provisions | 13 | 9,231 | 13,908 |
| Other liabilities | 14 | 7,187 | 10,873 |
| Total current liabilities | 82,082 | 87,894 | |
| Total liabilities | 509,275 | 508,957 | |
| Total equity and liabilities | 593,380 | 589,288 |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1.
The accompanying Notes form an integral part of these Consolidated Financial Statements.
for the six months ended March 31, 2014 (unaudited)
| in € thousands | Note | Issued capital |
Additional paid-in capital |
Retained earnings |
Other reserves |
Equity attribu table to share holders of Servus HoldCo |
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 | - | - | (23,180) | - | (23,180) | 26 | (23,154) | |
| Other comprehensive income1) | 10 | - | - | - | 3,887 | 3,887 | - | 3,887 |
| Total comprehensive income for the period | - | - | (23,180) | 3,887 | (19,293) | 26 | (19,267) | |
| Dividends | - | (150) | - | - | (150) | - | (150) | |
| Balance as of March 31, 2013 | 5,013 | 30,400 | (2,592) | 3,151 | 35,972 | 345 | 36,317 | |
| 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 | - | - | 6,483 | - | 6,483 | 14 | 6,497 | |
| Other comprehensive income | 10 | - | - | - | (2,723) | (2,723) | - | (2,723) |
| Total comprehensive income for the period | - | - | 6,483 | (2,723) | 3,760 | 14 | 3,774 | |
| Balance as of March 31, 2014 | 5,013 | 74,403 | 5,492 | (986) | 83,922 | 183 | 84,105 |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1. The accompanying Notes form an integral part of these Consolidated Financial Statements.
for the six months ended March 31, 2014 (unaudited)
| Six months ended March 31, | |||
|---|---|---|---|
| in € thousands | Note | 2014 | 20131) |
| Profit/ (loss) for the period | 6,497 | (23,154) | |
| Current income tax expense | 4,364 | 3,425 | |
| Deferred income tax expense | (186) | (811) | |
| Net finance result | 3/ 4 | 10,549 | 33,836 |
| Depreciation and amortization | 19,586 | 19,812 | |
| Other non-cash income and expenses | (3,781) | (450) | |
| Changes in inventories | (2,205) | (4,148) | |
| Changes in trade accounts receivable | 15,471 | (4,629) | |
| Changes in trade accounts payable | 1,395 | (2,738) | |
| Changes in other assets and liabilities | (326) | (2,148) | |
| Changes in restricted cash | - | (364) | |
| Changes in provisions | (3,389) | (3,086) | |
| Changes in deferred tax assets and liabilities | 186 | 811 | |
| Income tax payments | 18 | (4,363) | (2,923) |
| Cash flow s from operating activities | 43,798 | 13,433 | |
| Proceeds from disposal of property, plant and equipment | 22 | 245 | |
| Purchase of intangible assets | (6,258) | (6,110) | |
| Purchase of property, plant and equipment | (10,573) | (7,490) | |
| Cash flow s from investing activities | (16,809) | (13,355) | |
| Receipts under revolving credit facility | 8,000 | - | |
| Payments under revolving credit facility | (8,000) | - | |
| Payments for redemption of financial liabilities | - | (4,900) | |
| Payments for finance leases | (596) | - | |
| Dividends paid | - | (150) | |
| Payments for interest | 18 | (12,976) | (5,853) |
| Cash flow s from financing activities | (13,572) | (10,903) | |
| Net increase/ (decrease) in cash and cash equivalents | 13,417 | (10,825) | |
| Effect of movements in exchange rates on cash held | (223) | 207 | |
| Cash and cash equivalents as of beginning of the period | 21,819 | 41,638 | |
| Cash and cash equivalents as of end of the period | 35,013 | 31,020 |
1) Information related to the adjustment of the prior-year figures is disclosed in Note 1.
The accompanying Notes form an integral part of these Consolidated Financial Statements.
Servus HoldCo S.à r.l., Luxembourg (hereinafter also referred to as "Servus HoldCo" or "company") is a private limited company. The company is entered in the Commercial Register of Luxembourg under No. B151589 and its registered office is located at 26-28, rue Edward Steichen, L-2540 Luxembourg. The company is ultimately controlled by a fund managed by Triton (Triton Fund III).
Servus HoldCo was founded on February 26, 2010. The fiscal year is from October 1 to September 30 of the following year (twelve-month period). The consolidated financial statements of Servus HoldCo include Servus HoldCo 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 Servus HoldCo S.à r.l., 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 six months ended March 31, 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 March 31, 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 16.
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 March 31, 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 six months of fiscal 2014 and 2013 are disclosed in the Note 10 below.
| in € thousands | March 31, 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 |
These Condensed Interim Consolidated Financial Statements as of and for the three and six months ended March 31, 2014 comprise Consolidated Statement of Comprehensive Income for the three and six months ended March 31, 2014, the Consolidated Statement of Financial Position as of March 31, 2014, the Consolidated Statement of Changes in Equity for the six months ended March 31, 2014, the Consolidated Statement Cash Flows for the six months ended March 31, 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 April 17, 2014.
Effective January 30, 2014, the remaining 2% shares in Orion Rent Imobiliare S.R.L., Brasov, Romania, were acquired for €4.64.
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.
The Group's revenue developed as follows:
| Three months ended March 31, Six months ended March 31, |
||||||
|---|---|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 | ||
| Europe1) | 63,747 | 59,154 | 121,869 | 111,152 | ||
| NAFTA1) | 41,816 | 36,224 | 79,694 | 71,302 | ||
| Asia/Pacific and rest of world1) | 24,218 | 18,908 | 44,376 | 36,942 | ||
| Revenue1) | 129,780 | 114,286 | 245,939 | 219,396 |
1) Revenue breakdow n by location of customer (i. e. "billed-to view ").
| Three months ended March 31, | Six months ended March 31, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Automotive | 85,356 | 72,941 | 164,290 | 141,198 |
| Gas spring | 64,580 | 60,785 | 126,349 | 118,040 |
| Powerise | 20,776 | 12,156 | 37,941 | 23,158 |
| Industrial | 37,903 | 34,949 | 69,290 | 65,144 |
| Swivel chair | 6,521 | 6,396 | 12,359 | 13,054 |
| Revenue | 129,780 | 114,286 | 245,939 | 219,396 |
Group revenue results from sales of goods.
| Three months ended March 31, | Six months ended March 31, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Interest income on loans and financial receivables | 6 | 59 | 19 | 123 |
| Net foreign exchange gain | 499 | - | - | - |
| Gains from changes in carrying amount of financial assets |
2,222 | - | 4,444 | - |
| Gains from changes in fair value of derivative instruments |
3,833 | - | 5,237 | - |
| Other interest income | 307 | 239 | 519 | 468 |
| Finance income | 6,867 | 298 | 10,219 | 591 |
Other interest income mainly comprises capitalized interest expenses according to IAS 23.
| Three months ended March 31, | Six months ended March 31, | |||
|---|---|---|---|---|
| in € thousands | 2014 | 2013 | 2014 | 2013 |
| Interest expense on financial liabilities | (6,424) | (5,403) | (12,773) | (10,892) |
| Net foreign exchange loss | - | (412) | (1,050) | (2,399) |
| Loss from changes in carrying amount of EUSIs | (6,622) | (21,662) | (6,720) | (20,851) |
| Interest expenses finance lease | (19) | (36) | (42) | (81) |
| Other interest expenses | (113) | (74) | (183) | (204) |
| Finance costs | (13,178) | (27,587) | (20,768) | (34,427) |
Additions to property, plant and equipment in the first half of fiscal 2014 amount to €10,471 thousand (first half of fiscal 2013: €7,607 thousand). The increase against the comparative period is mainly due to more assets under construction. The total assets under construction as of March 31, 2014 amount to €23,548 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 half of fiscal 2014 amounts to €14 thousand (fist half of fiscal 2013: €177 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 half of fiscal 2014 amount to €6,258 thousand (first half of fiscal 2013: €6,110 thousand) and comprise mainly internally generated developments. Significant disposals have not been recognized.
In the first half of fiscal 2014, costs of €6,136 thousand (first half of fiscal 2013: €6,094 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 €(324) thousand (first half of fiscal 2013: €(79) 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 half of fiscal 2014 amount to €507 thousand (first half of fiscal 2013: €448 thousand).
| March 31, 2014 | Sept 30, 2013 | |||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| Loan to shareholder | - | 81,578 | 81,578 | - | 77,134 | 77,134 |
| Derivative instruments | 16,082 | - | 16,082 | 10,845 | - | 10,845 |
| Other miscellaneous | 2,396 | - | 2,396 | - | - | - |
| Other financial assets | 18,478 | 81,578 | 100,056 | 10,845 | 77,134 | 87,979 |
The loan to shareholder is measured at amortized cost according to the effective interest method. The increase in its carrying amount in the first half of fiscal 2014 amounting to €4,444 thousand is reflected in the Consolidated Statement of Comprehensive Income as finance income. See also Note 3.
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 half of fiscal 2014 amounting to €5,237 thousand is included in the Group's income statement as finance income. See also Note 3.
| March 31, 2014 | ||||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| VAT | 4,952 | - | 4,952 | 6,514 | - | 6,514 |
| Prepayments | 1,142 | 246 | 1,388 | 892 | 144 | 1,036 |
| Deferred charges | 2,245 | - | 2,245 | 1,449 | - | 1,449 |
| Other miscellaneous | 2,153 | 884 | 3,037 | 4,525 | 880 | 5,405 |
| Other assets | 10,492 | 1,130 | 11,622 | 13,380 | 1,024 | 14,404 |
Non-current prepayments comprise prepayments on property, plant and equipment.
| in € thousands | March 31, 2014 Sept 30, 2013 | |
|---|---|---|
| Raw materials and supplies | 23,412 | 23,809 |
| Finished products | 11,238 | 10,053 |
| W ork in progress | 7,708 | 7,511 |
| Merchandise | 5,910 | 4,690 |
| Inventories | 48,268 | 46,063 |
The development of the equity is presented in the statement of changes in 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 directly in equity as well as the income tax recognised directly in equity:
| Six months ended March 31, 2014 | ||||||
|---|---|---|---|---|---|---|
| in € thousands | Before tax | Tax (expense) benefit |
Net of tax | Non controlling interest |
Total | |
| Unrealized gains/ (losses) from foreign currency translation |
(733) | - | (733) | - | (733) | |
| Unrealized actuarial gains and losses | (2,843) | 853 | (1,990) | - | (1,990) | |
| Other comprehensive income/ (expense) for the period |
(3,576) | 853 | (2,723) | - | (2,723) |
| Six months ended March 31, 2013 | ||||||
|---|---|---|---|---|---|---|
| in € thousands | Before tax | Tax (expense) benefit |
Net of tax | Non controlling interest |
Total | |
| Unrealized gains/ (losses) from foreign currency translation |
4,719 | - | 4,719 | - | 4,719 | |
| Other comprehensive income/ (expense) for the period |
4,719 | - | 4,719 | - | 4,719 | |
| Unrealized actuarial gains and losses1) | (1,189) | 357 | (832) | - | (832) | |
| Other comprehensive income/ (expense) for the period adjusted |
3,530 | 357 | 3,887 | - | 3,887 |
1) Effects from first-time adoption of IAS 19 (revised 2011)
The financial liabilities comprise following items:
| March 31, 2014 | Sept 30, 2013 | |||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| Notes* | 7,120 | 312,119 | 319,239 | 7,663 | 311,797 | 319,460 |
| EUSIs | - | 10,020 | 10,020 | - | 3,300 | 3,300 |
| Financial liabilities | 7,120 | 322,139 | 329,259 | 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 March 31, 2014 remained unchanged at €315 million.
Equity upside-sharing instruments (EUSIs) are measured at amortized cost and as of March 31, 2014 amount to €10,020 thousand (Sept 30, 2013: 3,300 thousand). The interest expense, i. e. change in the carrying amount of EUSIs amounting to €6,720 thousand, is reflected in finance costs. The measurement as of March 31, 2014 includes the probability of certain scenarios and events considering the expectations in the capital market performance and volatility.
| March 31, 2014 | Sept 30, 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total | ||
| Liabilities to employees | 4,297 | - | 4,297 | 4,519 | - | 4,519 | ||
| Social security contribution | 2,416 | - | 2,416 | 1,539 | - | 1,539 | ||
| Finance lease obligation | 1,158 | 874 | 2,032 | 1,167 | 1,472 | 2,639 | ||
| Liabilities to related parties | 1,902 | - | 1,902 | 1,661 | - | 1,661 | ||
| Other financial liabilities | 9,773 | 874 | 10,647 | 8,886 | 1,472 | 10,358 |
| March 31, 2014 | Sept 30, 2013 | |||||
|---|---|---|---|---|---|---|
| in € thousands | Current | Non-current | Total | Current | Non-current | Total |
| Anniversary benefits | - | 425 | 425 | - | 551 | 551 |
| Early retirement contracts | - | 4,513 | 4,513 | - | 5,913 | 5,913 |
| Employee related costs | 3,302 | - | 3,302 | 4,160 | - | 4,160 |
| Environmental protection | 799 | - | 799 | 915 | - | 915 |
| Other risks | 437 | - | 437 | 565 | - | 565 |
| Legal and litigation costs | 134 | - | 134 | 138 | - | 138 |
| W arranties | 3,122 | - | 3,122 | 6,057 | - | 6,057 |
| Other miscellaneous | 1,437 | 563 | 2,000 | 2,073 | 573 | 2,646 |
| Provisions | 9,231 | 5,501 | 14,732 | 13,908 | 7,037 | 20,945 |
The provision for payments resulting from early retirement contracts decreased in the first half of fiscal 2014 from €5,913 thousand as of September 30, 2013 to €4,513 thousand as of March 31, 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 early-retirement program in fiscal 2013; the passive phase will extend until fiscal 2016 for some employees.
The warranty provision decreased in the first half of fiscal 2014 by €2,935 thousand from €6,057 thousand as of September 30, 2013 to €3,122 thousand as of March 31, 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 | March 31, 2014 Sept 30, 2013 | |
|---|---|---|
| Advanced payments received | 340 | 339 |
| Vacation expenses | 2,644 | 2,100 |
| Other personnel related expenses | 2,921 | 4,727 |
| Outstanding costs | 1,249 | 3,523 |
| Miscellaneous | 33 | 184 |
| Other current liabilities | 7,187 | 10,873 |
The liability for other personnel related expenses decreased by €(1,806) thousand from €4,727 thousand as of September 30, 2013 to €2,921 thousand as of March 31, 2014 essentially caused by payments of Christmas allowances and other accrued personnel expenses.
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 March 31, 2014 are as follows:
| in € thousands | March 31, 2014 Sept 30, 2013 | |
|---|---|---|
| Capital commitments for fixed and other intangible assets | 8,244 | 3,003 |
| Obligations under rental and leasing agreements | 13,685 | 11,202 |
| Total | 21,929 | 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 | March 31, 2014 | Sept 30, 2013 | |||
|---|---|---|---|---|---|
| in € thousands | category acc. to IAS 39 |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
| Trade accounts receivables | LaR | 52,305 | 52,305 | 67,776 | 67,776 |
| Cash | LaR | 35,013 | 35,013 | 21,819 | 21,819 |
| Loan to shareholder | LaR | 81,578 | 85,060 | 77,134 | 81,018 |
| Derivative instruments | FAFV | 16,082 | 16,082 | 10,845 | 10,845 |
| Other miscellaneous | LaR | 2,396 | 2,396 | - | - |
| Other financial assets | LaR/ FAFV | 100,056 | 103,538 | 87,979 | 91,863 |
| Total financial assets | 187,374 | 190,856 | 177,574 | 181,458 | |
| Senior secured notes | FLAC | 319,239 | 337,932 | 319,460 | 321,624 |
| EUSIs | FLAC | 10,020 | 11,720 | 3,300 | 4,568 |
| Financial liabilities | FLAC | 329,259 | 349,652 | 322,760 | 326,192 |
| Trade accounts payable | FLAC | 46,372 | 46,372 | 44,977 | 44,977 |
| Finance lease liabilities | - | 2,032 | 2,010 | 2,639 | 2,582 |
| Liabilities to related parties | FLAC | 1,902 | 1,902 | 1,661 | 1,661 |
| Other financial liabilities | FLAC/ - | 3,934 | 3,912 | 4,300 | 4,243 |
| Total financial liabilities | 379,565 | 399,936 | 372,037 | 375,412 |
| Aggregated according to categories in IAS 39: | ||||
|---|---|---|---|---|
| Loans and receivables (LaR) | 171,292 | 174,774 | 166,729 | 170,613 |
| Financial assets at fair value through profit and loss (FAFV) | 16,082 | 16,082 | 10,845 | 10,845 |
| Financial liabilities measured at amortized cost (FLAC) | 377,533 | 397,926 | 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).
| March 31, 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 | 85,060 | - | - | 85,060 | 81,018 | - | - | 81,018 |
| Derivative instruments | 16,082 | - | 16,082 | - | 10,845 | - | 10,845 | - |
| Financial liabilities | ||||||||
| Senior secured notes | 337,932 | 337,932 | - | - | 321,624 | 321,624 | - | - |
| EUSIs | 11,720 | - | - | 11,720 | 4,568 | - | - | 4,568 |
| Finance lease liabilities | 2,010 | - | - | 2,010 | 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 half of fiscal 2014 amounting to €(12,976) thousand (first half of fiscal 2013: €(5,853) thousand) are taken into account in the cash outflows from financing activities. Income tax payments in the same period of €(4,363) thousand (first half of fiscal 2013: €(2,923) thousand) are allocated in full to the operating activities area, since allocation to individual business areas is impracticable. Payments for finance leases in the six months ended March 31, 2013 amounting to €(588) 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 six months ended March 31, 2014 and 2013 is as follows:
| Europe | NAFTA | Asia/ Pacific and RoW Six months |
|||||
|---|---|---|---|---|---|---|---|
| Six months | Six months | ||||||
| ended March 31, | ended March 31, | ended March 31, | |||||
| in € thousands | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| External revenue1) | 129,854 | 117,638 | 84,749 | 74,818 | 31,336 | 26,940 | |
| Intersegment revenue1) | 11,867 | 11,580 | 1,046 | 1,248 | 41 | 20 | |
| Total revenue1) | 141,721 | 129,218 | 85,795 | 76,066 | 31,377 | 26,960 | |
| EBITDA | 24,739 | 18,576 | 10,628 | 9,141 | 5,444 | 5,391 | |
| Depreciation and amortization | (9,538) | (9,395) | (2,995) | (3,235) | (836) | (1,007) | |
| Adjusted EBITDA | 26,240 | 23,287 | 11,671 | 10,755 | 5,544 | 5,454 |
| Total segments | Other/ Consolidation | Stabilus Group Six months |
|||||
|---|---|---|---|---|---|---|---|
| Six months ended March 31, |
Six months | ||||||
| ended March 31, | ended March 31, | ||||||
| in € thousands | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| External revenue1) | 245,939 | 219,396 | - | - | 245,939 | 219,396 | |
| Intersegment revenue1) | 12,954 | 12,848 | (12,954) | (12,848) | - | - | |
| Total revenue1) | 258,893 | 232,244 | (12,954) | (12,848) | 245,939 | 219,396 | |
| EBITDA | 40,811 | 33,108 | - | - | 40,811 | 33,108 | |
| Depreciation and amortization | (13,369) | (13,637) | (6,217) | (6,175) | (19,586) | (19,812) | |
| Adjusted EBITDA | 43,455 | 39,496 | - | - | 43,455 | 39,496 |
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.
| Six months ended March 31, | |||
|---|---|---|---|
| in € thousands | 2014 | 2013 | |
| Total segments' profit (adjusted EBITDA) | 43,455 | 39,496 | |
| Other/ consolidation | - | - | |
| Group adjusted EBITDA | 43,455 | 39,496 | |
| Adjustments to EBITDA | (2,644) | (6,388) | |
| EBITDA | 40,811 | 33,108 | |
| Depreciation and amortization | (19,586) | (19,812) | |
| Profit from operating activities (EBIT) | 21,224 | 13,295 | |
| Finance income | 10,219 | 591 | |
| Finance costs | (20,768) | (34,427) | |
| Profit/ (loss) before income tax | 10,675 | (20,541) |
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 Servus HoldCo 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 Servus HoldCo, a seat on the management board of Servus HoldCo or another key position.
Related parties of the Stabilus Group in accordance with IAS 24 primarily comprise the shareholders, Servus Group HoldCo II and Stabilus Group management, which also holds an investment in the company.
The shareholders of the Stabilus Group are Servus Group HoldCo II S.à r. l., Luxembourg (direct) and Triton Fund III (indirect). To fund working capital requirements of Servus HoldCo S. à r. l. and Stable II S. à r. l., the shareholder provided a working capital loan amounting to €1,902 thousand as of March 31, 2014 (Sept 30, 2013: €1,661 thousand). At the balance sheet date, the Group has financial assets, i. e. receivables from its shareholder resulting from a loan of €80,014 thousand (principal amount) the Group provided to the shareholder in the previous fiscal year 2013. See Note 7.
As of April 17, 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 March 31, 2014.
Luxembourg, April 17, 2014
Servus HoldCo S.à r.l. Management Board
Lars Frankfelt Michiel Kramer Heiko Dimmerling
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