KEY FINANCIAL INFORMATION PROFIT AND LOSS
(EUR MILLION)
REVENUES BY PRODUCT GROUP (EUR MILLION)
Q1 2015 Q1 2014 Change
Concrete roof tiles 96.0 93.9 2.2 %
Clay roof tiles 56.6 55.5 2.0 %
Components 61.2 62.9 -2.7 %
Chimneys 33.9 35.0 -3.3 %
Other 3.4 2.7 25.4 %
Total Revenues 251.1 250.0 0.4 %
(1) Non-IFRS-GAAP figure
(2) Defined as additions to property, plant & equipment
(3) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (4) Calculated as external financial debt minus cash and cash equivalents
Due to rounding, slight discrepancies in totals and percentage figures may occur.
Q1 2015 Q1 2014 Change
Revenues 251.1 250.0 0.4 %
thereof Western Europe 76.5 75.5 1.3 %
thereof Central, Northern & Eastern Europe 75.5 85.5 -11.7 %
thereof Southern Europe 35.1 30.6 14.9 %
thereof Asia & Africa 32.4 27.0 20.0 %
thereof Chimneys & Energy Systems 33.4 35.0 -4.6 %
thereof Central Products & Services 24.4 27.9 -12.4 %
Reconciliation / inter-segment revenues -26.3 -31.4 -16.3 %
Gross Profit 61.0 60.4 1.0 %
in % of revenues 24.3 % 24.1 %
Operating EBITDA(1) 17.1 20.7 -17.2 %
in % of revenues 6.8 % 8.3 %
thereof Western Europe 10.6 9.5 12.5 %
thereof Central, Northern & Eastern Europe 3.7 7.2 -47.9 %
thereof Southern Europe 0.4 0.9 -53.7 %
thereof Asia & Africa 4.0 3.3 21.1 %
thereof Chimneys & Energy Systems -0.5 0.0 >-100 %
thereof Central Products & Services -1.2 -0.1 >-100 %
Operating income(1) -5.1 -3.8 -33.9 %
in % of revenues -2.0 % -1.5 %
Non-operating result(1) 4.3 0.1 >100 %
EBIT -0.8 -3.7 78.4 %
Net financial result -10.0 -18.5 45.9 %
Profit (Loss) for the period -7.3 -15.6 53.0 %
OTHER FINANCIAL KEY FIGURES
(EUR MILLION) Q1 2015 Q1 2014 Change
Net cash from operating activities -78.9 -58.4 35.2 %
Capital expenditure(1) / (2) 4.7 3.2 48.2 %
31 Mar 2015 31 Mar 2014 Change
Equity 73.9 0.0 >100 %
Capital employed(1) / (3) 775.8 738.8 5.0 %
Net debt(4) 454.3 516.6 -12.1 %
Net debt / Operating EBITDA (LTM)(1) 2.4x 2.8x n.a.
Operating EBITDA (LTM)(1) / net interest expense (LTM) 5.7x 5.3x n.a.
COMPANY HIGHLIGHTS AT A GLANCE
CONTENTS
BRAAS MONIER BULIDING GROUP
Company highlights at a glance
3
Letter to the shareholders
4
Investor Relations
6
Interim Group Management Report
8
Interim Consolidated Financial Statements
24
DEAR SHAREHOLDERS,
The strong operating performance and the effective execution of our ‘Top Line Growth’ (TLG) programme have made the first three months 2015 a promising start into the year for Braas Monier. Volumes in the previous year’s period profited strongly from pull-forward effects, driven by unusually mild weather in Europe, and such exceptionally high volume levels are obviously difficult to repeat. However, through our successful TLG programme we have managed to limit the volume decline in the first quarter to such an extent that – together with acquisitions and positive currency effects – we have even grown the busi-ness slightly.
At the same time, positive pricing and an on-going focus on cost management compen-sated for cost inflation. Operating EBITDA was thus close to the high level of the previous year’s quarter, the net result for the period even exceeded 2014 numbers. It is important to continue to focus on strict management of costs. We successfully did so in the first quarter 2015. Any anticipated volume growth in the upcoming months will thus strongly contribute to our EBITDA growth.
We also continued to reduce our leverage ratio significantly, even after including the value- accretive acquisition of Cobert. At the current level, we are to qualify for a margin step-down in our Term Loan B and our Revolving Credit Facility, accounting for annualised savings on interest expenses of approximately EUR 1 million.
In April we signed an agreement to acquire Golden Clay Industries Sdn Bhd (GCI), leader in Malaysia for manufacturing and supplying clay roof tiles and fittings and one of only a few manufacturers in the Asia-Pacific region using modern H-cassette technology. Following the completion of the acquisition of Cobert in January, this is another important step in growing our business through our TLG programme.
We view this performance as a very good basis for achieving our full-year targets and creating further value for our shareholders.
PEPYN DINANDT
Chief Executive Officer
MATTHEW RUSSELL
Chief Financial Officer
GERHARD MÜHLBEYER
INVESTOR RELATIONS
The shares of the Braas Monier Building Group S.A. (ISIN LU1075065190, WKN BMSA01) are traded in the regulated market (Prime Standard) of the Frankfurt Stock Exchange. We opted for the Prime Standard of the regulated market of Frankfurt Stock Exchange and thus for the highest international transparency standards, and comprehensive capital market communication.
Effective from 22 September 2014 our share was included in the ‘SDAX’, the German small-cap segment of Deutsche Börse AG. The inclusion in the SDAX was an additional important step for us to significantly increase Braas Monier’s visibility in the international capital markets.
KEY INFORMATION BRAAS MONIER BUILDING GROUP S.A. SHARES
ISIN LU1075065190
WKN BMSA01
Stock Exchange Code BMSA
Reuters Instrument Code BMSA.DE / BMBG.F
Bloomberg Code BMSA GR / BMSA GY
No. of shares outstanding 39,166,667
Transparency Standard Prime Standard Frankfurt Stock Exchange
Market Segment Regulated Market
Sector Construction
Subsector Building Materials
Index: SDAX
Specialist Baader Bank AG
Designated Sponsors J.P. Morgan Securities PLC
HSBC Trinkaus & Burkhardt AG Share Price (Xetra Closing)
High (30 March 2015) EUR 24.10
Low (9 January 2015) EUR 15.85
Ultimo (31 March 2015) EUR 23.75
Market Capitalisation (31 March 2015) EUR 930.2 million
Free Float(1) 51.60 %
Net income per share 2014 EUR 1.02
Dividend per share 2014(2) EUR 0.30
(1) According to definition of Deutsche Börse AG
(2) Dividend proposal to the AMG (to be held on 13 May 2015)
Our Investor Relations activities have strongly focused on intensifying the relationship with existing shareholders as well as presenting the equity story to further potential, long-term oriented investors in personal meetings on roadshows or capital markets conferences in London, Frankfurt, Munich, Paris, Milan, Zurich, Luxembourg, New York and Boston in the first months of 2015.
Our dividend policy is directly linked to our financial leverage. We intend to pay dividends, targeting a dividend ratio between 25 % and 50 % of the consolidated net profit, only when and in respect of fiscal years in which both the reported leverage ratio (defined as Operating EBITDA to net debt) as of 31 December of such year and the expected leverage ratio as of 31 December of the year of the dividend payment, is less than 2.0 times. The achieved leverage ratio in 2014 (1.7 times) and the current expectations for the leverage ratio at the end of 2015 thus allow for a dividend payment in 2015 for the business year 2014. At the first Annual General Shareholders Meeting (AGM), which will be held in Luxembourg on 13 May 2015, the Board of Directors propose to the shareholders a first and substantial dividend payment of EUR 0.30 per ordinary share. This would result in a cash dividend payment in the total amount of EUR 11.8 million, representing a payout-ratio of 29.4 % of net profit attributable to ordinary shareholders.
RESEARCH COVERAGE
SHAREHOLDER STRUCTURE
Regional split of Free Float (excl. Board of Directors / Senior Management) according to Shareholder Identification, December 2014
Germany 7.1 Rest of World / Retail / Unidentified 16.2 UK & Ireland 38.5 Continental Europe (excl. Germany) 20.0 North America 18.2 in % HEADLINE Monier Holding S. C. A. 48.40 Board of Directors/ Senior Management 1.16 Wellington Management Company, LLP 5.13 Remaining Free Float 45.31 HEADLINE in %
Date Institute Target Price (EUR) Recommendation
March 2015 Berenberg 25.00 Buy
May 2015 Exane BNP Paribas 28.00 Outperform
March 2015 Goldman Sachs 27.00 Buy
April 2015 HSBC 22.00 Hold
March 2015 Jefferies 23.00 Buy
March 2015 J.P. Morgan 24.00 Overweight
INTERIM GROUP MANAGEMENT REPORT
Market development
We are a leading manufacturer and supplier of pitched roof products, including both roof tiles and roofing components, in Europe, parts of Asia and South Africa, based on volumes sold. We have been making pitched roof products for almost a century, and our expertise, developed over this extended period of time, covers all steps of the manufacturing process and makes us a preeminent roofing manufacturer. We are one of the few manufacturers to sell both a comprehensive range of concrete and clay tiles for pitched roofs and com-plementary roofing components designed to cover various functional aspects of roof construction. In 2014, we generated approximately 90 % of our revenues in Europe, with Germany (27 % of revenues in 2014) being the most significant single market, followed by the United Kingdom (12 %), France (11 %) and Italy (6 %). Outside Europe, Malaysia is our biggest single market, accounting for 4 % of revenues in 2014.
In an industry with low visibility, short-term quarterly trends are difficult to assess precisely. This is even more the case in a quarter in which unusual weather patterns distort the comparison with the previous years.
For the full year 2015, Braas Monier expects further strong growth for the United Kingdom and moderate growth in other European countries, such as Spain and Portugal, the Netherlands, Poland, Hungary and Turkey. A stable development is anticipated for Germany, Austria and also Italy, where the market should have reached its trough. France is expected to further decline, albeit at a much lower rate than in 2014, before reaching its low point in 2015. In the emerging markets, growth is foreseen especially in Indonesia and South Africa. The components business is expected to show a good improvement in performance supported by rising national and international building standards, especially in regards to energy efficiency and safety. With regard to the Chimney & Energy Systems business, ex-pectations are for a similar development to the roofing business in the respective markets. During the first three months of 2015, Management did not observe significant trends in the individual markets that made major adjustments to these underlying expectations appear sensible.
ADDITIONAL GROWTH POTENTIAL TAPPED VIA BOLT-ON M&A
Cobert (Spain and Portugal)
We won additional mid-term revenues and earnings potential with the takeover of Cobert, the Spanish and Portuguese market leaders in roof tiles. The transaction was closed on 15 January 2015.
For 2014(1), Cobert reported revenues of EUR 34.0 million (2013: EUR 32.1 million) and
an EBITDA of EUR 3.5 million (2013: EUR 0.4 million). Following a restructuring of the operating businesses in the past years, revenues and earnings are expected to further im-prove signifi cantly in 2015. Short-term revenue growth will be driven by the export busi-ness while a more stable development is foreseen in Spain and Portugal in 2015. Overall, we expect these businesses to grow revenues in 2015 to around EUR 38 million and to improve EBITDA to approximately EUR 5 million including synergies. In the next three years, we expect to realise synergies of around EUR 1.5 million, particularly related to the components business. Medium term, revenues are expected to continue growing at a high single-digit percentage rate on average, with the EBITDA margin gradually improving towards current Group levels. In a normalised environment and including synergies we believe these companies may have a revenue potential of at least EUR 50 million and around EUR 10 million in EBITDA, thus reaching profi tability levels that Braas Monier already achieved in several comparable markets in Southern Europe in the past under normal market conditions.
Golden Clay Tiles (Malaysia)
On 10 April 2015, Braas Monier signed an agreement to acquire Golden Clay Industries Sdn Bhd (GCI), leader in Malaysia for manufacturing and supplying clay roof tiles and fi t-tings. With the agreed acquisition of Golden Clay Industries we further extend our leader-ship position in Malaysia and acquire one of the premium H-cassette manufacturers in the Asia-Pacifi c region, which we believe will deliver sizeable synergies. Amongst other things, this will provide us with a strong strategic position to better supply clay tiles to other markets in the Asia-Pacifi c region, such as China, India and Indonesia, and to leverage our existing components business in the region.
For 2014, GCI reported revenues of MYR 35.0 million and an EBITDA of MYR 8.5 million, on a pro-forma basis. Including substantial synergies, Management believes GCI will in the medium term increase revenues to more than MYR 55 million and EBITDA to at least MYR 21 million, leading to a strong cash fl ow profi le. The acquisition will be fi nanced from free cash fl ow and is expected to be closed latest in October 2015.
Braas Monier Production Footprint in Malaysia
With revenues of EUR 52.6 million in 2014, Malaysia is the fifth largest single market for the Braas Monier Building Group and the largest outside Europe. Our Group has over 50 years of experience in the Malaysian roof tile market, which today is the Asia-Pacific hub for Braas Monier.
Financial review
INCOME STATEMENTFrom January to March 2015, Braas Monier achieved a promising start into 2015 with stable revenues, a strong Operating EBITDA and a significantly improved net result for the period. Through our improved financial leverage we will benefit from an interest rate reduction in our Term Loan B and Revolving Credit Facility. Our business in the Asia-Pacific region will be strengthened further through the initiated acquisition of Golden Clay Industries in Malaysia. Following the completion of the acquisition of Cobert in January, this is another important step in growing our business through our ‘Top Line Growth’ programme (TLG) and creating value for our shareholders.
Malaysia Malaysia Sungei Petani Bercham Rawang Kuala Lumpur Gambang Dengkil Bukit Kemuning Beranang Machap Golden Clay
Industries • • 8 Factories8 Delivery Service Centers
• 10 Sales Offices • 1 Roof Academy Center
Concrete roof tile plant Head Office
216 250 314 304 1,219 1,211 361 342 905 907 329 315 544 565 251 200 400 600 800 1,000 1,200 1,400 0 REVENUES (EUR MILLION)
Revenues per quarter Cumulative revenues Q1
2013 2014Q1 2015Q1 2013Q2 2014Q2 2013Q3 2014Q3 2013Q4 2014Q4
Volumes in the previous year’s period profited strongly from pull-forward effects, driven by unusually mild weather in Europe. Through our successful ‘Top Line Growth’ (TLG) programme we have managed to limit the resulting volume decline in the first quarter to such an extent that – together with acquisitions and positive currency effects – we have even grown the business slightly. Revenues in the first three months of 2015 were up by 0.4 %, reaching EUR 251.1 million (Q1 2014: EUR 250.0 million). The first time inclusion of Cobert made up for EUR 6.1 million of revenues, another EUR 6.3 million resulted from favourable currency movements, especially relating to the depreciation of the Euro against the British Pound, the Malaysian Ringgit, the South African Rand and the Chinese Renmin-bi. On a like-for-like basis, revenues were down a moderate 4.4 % or EUR 11.3 million. The KPI for European Components, which measures the amount of component revenues(2)
per m2 roofing tiles sold, increased on a comparable basis (i.e. excluding Cobert) in the
first quarter from EUR 2.91 per m2 by 2.4 % to EUR 2.98 per m2. Including Cobert, the
KPI decreased to EUR 2.80 per m2. The level of components per m2 roofing tiles sold in
Spain and Portugal is currently very low and is a key focus area of our integration plans. In the medium term, increasing this KPI towards a level similar to the one Braas Monier achieves in comparable markets will deliver sizeable synergies.
17 21 158 195 42 47 116 148 69 67 50 81 47 60 0 50 100 150 200 250 -50 OPERATING EBITDA (EUR MILLION) Q1 2013 2014Q1
Operating EBITDA margin per quarter
-3 Q1 2015 2013Q2 2014Q2 2013Q3 2014Q3 2013Q4 2014Q4 -1.6% 8.3% 15.3%19.1% 19.3% 19.7% 13.4%15.5%
Operating EBITDA per quarter Cumulative Operating EBITDA
6.8%
The Operating EBITDA declined due to the volume effect in the tiles, components and chimney businesses by EUR 3.6 million from EUR 20.7 million in Q1 2014 to EUR 17.1 million in the first three months of 2015. Inflation in variable and fixed cost was compensated for by positive pricing as well as individual measures to increase efficiencies and to reduce costs. We were able to hold our fixed cost (like-for-like) at the same level as in 2014 thereby protecting our high operational leverage. Any an-ticipated volume growth in the upcoming months will thus strongly contribute to our EBITDA growth. Positive currency movements were reflected in the Operating EBITDA with EUR 1.0 million. Cobert contributed an almost break-even result in Q1 2015, following normal seasonal patterns. The Operating EBITDA margin stood at a solid 6.3 % in Q1 2015, compared to 8.3 % in the previous year’s quarter. Excluding the margin dilution resulting from the first time inclusion of Cobert, Operating EBITDA margin would have reached 7.1 % instead.
Depreciation and amortisation amounted to EUR 22.4 million in the first three months of 2015 (Q1 2014: EUR 24.7 million).
A non-operating result of EUR 4.3 million was reported in the first three months of 2015 (EUR 0.1 million in Q1 2014). This primarily relates to effects in connection with the acquisition of Cobert in Spain and Portugal. For further details see Note 6. EBIT therefore improved in the three-month period from EUR -3.7 million in 2014 to EUR -0.8 million in 2015.
The net financial result improved by EUR 8.5 million to EUR -10.0 million (Q1 2014: EUR -18.5 million). Finance income rose by EUR 1.4 million due to higher exchange gains. Interest costs were EUR 5.1 million lower, following the refinancing in April 2014. Losses from changes in the fair value of embedded derivatives amounted to EUR 1.4 million in Q1 2014, but were rather negligible in the first three months of 2015 (EUR 0.1 million). Earnings before taxes (EBT) amounted to EUR -10.8 million after the first three months of 2015 (Q1 2014: EUR -22.2 million). By applying the expected full-year tax rate of 32.2 % (Q1 2014: 29.9 %), a tax gain of EUR 3.5 million was shown in Q1 2015 (Q1 2014 showed a tax gain of EUR 6.6 million).
0
-50 50
-100
PROFIT (LOSS) FOR THE PERIOD
(EUR MILLION) Q1 2013 2014Q1 2013Q2 2014Q2 2013Q3 2014Q3 2013Q4 2014Q4 -38 -16 -7 Q1 2015 -69 40 -26 28
Cumulative Profit (Loss) 5
-37
The seasonally typical negative result for the period from January to March was further reduced in 2015. With EUR -7.3 million, it improved by 53.0 % or EUR 8.3 million over the previous year’s figure (EUR -15.6 million). The net result divided by the number of shares outstanding (39,166,667) improved by EUR 0.21 to EUR -0.19 per share (Q1 2014: EUR -0.40 per share).
BALANCE SHEET
The balance sheet total increased by 1.0 % compared to the end of 2014 to EUR 1,478.0 million.
Non-current assets increased from EUR 948.6 million at the end of 2014 to EUR 997.0 million at the end of March 2015. Depreciation and amortisation during the first three months of 2015 amounted to EUR 22.4 million (previous year’s period: EUR 24.7 million), thereof EUR 18.9 million relating to property, plant and equipment and EUR 3.5 million relating to intangible assets (Q1 2014: EUR 21.0 million and EUR 3.7 million, respectively). In the first three months of 2015, Braas Monier acquired property, plant and equipment in the amount of EUR 4.5 million as well as intangible assets in the amount of EUR 0.2 million (Q1 2014: EUR 2.5 million and EUR 0.8 million respectively). In total, the Group acquired fixed assets in the amount of EUR 39.0 million in the first three months of 2015 (Q1 2014: EUR 3.2 million), whereof EUR 34.3 million relate to the acquisition of Cobert in Spain and Portugal (see Note 6). Deferred tax assets increased by EUR 15.7 million to EUR 53.2 million, mainly driven by an increase in long-term provisions for pensions (see below / see Note 4). Current assets decreased compared to year end 2014 by EUR 34.3 million to EUR 481.0 million. This decline was mainly driven by the payout of the purchase price for Cobert (including transaction fees) of EUR 27.0 million during the first quarter 2015. The first quarter shows a seasonally typical increase in working capital, which was financed from cash and cash equivalents in Q1 2015. Due to the weather related pull-forward effects in the previous year’s period, this typical build-up was more visible in the current reporting period. Compared to 31 December 2014, inventories increased by EUR 43.3 million and trade accounts receivables by EUR 30.2 million. The cash position decreased by EUR 114.7 million and was used mainly for financing the described working capital needs and the mentioned acquisition of Cobert (see also ‘Cash flow’ below).
As a result of the positive earnings contribution during the last 12 months and the capital increase of approximately EUR 100 million in connection with the IPO in June 2014, total equity rose from EUR 0.0 million at the end of Q1 2014 to EUR 73.9 million at 31 March 2015. Compared with year-end figures (2014: EUR 92.9 million), total equity declined by EUR 19.0 million, as the increase in long-term provisions for pension liabilities (EUR 29.9 million), resulting from the IFRS accounting treatment of such liabilities in connection with lower interest rates (see below / see Note 4), was booked against equity. Excluding this pure accounting effect, equity in the first quarter 2015 would have risen by 11.7 % com-pared to 31 December 2014.
Provisions for pension liabilities and similar obligations rose to EUR 440.7 million (EUR 395.8 million at 31 December 2014) on the back of lower discount rates, driven by reduced yields of High Quality Corporate Bonds following the European Central Bank announcement of its 'expanded asset purchase programme' (Quantitative Easing). Since 2010, changes in the discount rate have led to an increase of those provisions of more than EUR 190 million. This pure accounting effect had no impact on cash payments related to pension payments. Despite the significant increase in the liability, cash payments have been stable at a level of around EUR 15 million per annum. The liabilities mostly relate to unfunded schemes in Germany with pensioners being paid directly from the company’s free cash flow.
CASH FLOW
Net cash used in operating activities was EUR -78.9 million in the first three months of 2015, EUR 20.5 million higher compared to EUR -58.4 million in the previous year’s period. Due to the weather related pull-forward effects in the previous year’s period, the seasonally typical build-up was more visible in the current reporting period. Change in working capital in Q1 2015 was EUR -80.9 million (Q1 2014: EUR -56.8 million). As a result of the improved earnings situation of the Company, net income tax paid in Q1 2015 was EUR 3.3 million, thus significantly higher than in Q1 2014 (EUR 0.8 million). Cash outflow relating to the change in provisions was EUR 5.8 million (Q1 2014: EUR 12.3 million) because of lower restructuring related payments.
Net cash used in investing activities reached EUR -39.7 million, EUR 33.7 million less than in Q1 2014 (EUR -5.9 million). This change reflects the payment of the purchase price for Cobert in Spain and Portugal (EUR 27.0 million, including transaction fees) as well as higher investments in intangible assets and property, plant and equipment, which is mainly a carry -over effect from investment decisions relating to 2014.
Adjusted for one-time cash costs, adjusted free cash flow from January to March 2015 was EUR -87.7 million (Q1 2014: EUR -54.0 million).
CASH FLOW AND ADJUSTED FREE CASH FLOW
(EUR million) Q1 2015 Q1 2014 Change
Net cash used in operating activities -78.9 -58.4 -35.1 %
Net cash used in investing activities -39.7 -5.9 >-100 %
Free Cash Flow -118.6 -64.4 -84.3 %
Net cash from financing activities 0.8 0.1 >100 %
Net Cash Flow -117.8 -64.2 -83.5 %
Cash and cash equivalents at the beginning of the period 180.9 207.5 -12.8 %
Effect of exchange rate fluctuations on cash and cash equivalents 3.1 -0.2 n.a.
Cash and cash equivalents at the end of the period 66.2 143.0 -53.7 %
Adjustments on ‘Free Cash Flow' (above)
Acquisitions and dispositions 25.3 -0.3 n.a.
Refinancing / IPO 1.3 0.0 n.a.
Operational restructuring 2.7 10.3 -73.7 %
Warranty / Litigation 1.6 0.4 >100 %
Debt repayment (+) / increase (-) -0.8 -0.1 >-100 %
Adjusted Free Cash Flow -87.7 -54.0 -62.6 %
Net cash from financing activities were immaterial in Q1 2015 (EUR 0.8 million) as well as in Q1 2014 (EUR 0.1 million).
FINANCING AND TREASURY
As of 31 March 2015, the financial liabilities of the Group mainly consisted of the Senior Secured Floating Rate Notes of EUR 315 million (EURIBOR + 500 basis points) and the remaining outstanding amounts under the Term Loan B of EUR 200 million (EURIBOR + 450 basis points). Both instruments mature in 2020. From April 2015 on, the Senior Secured Floating Rate Notes are redeemable at the option of the issuer for 101 % (in 2015 and for 100 % in 2016 and thereafter) plus accrued and unpaid interest. The Term Loan B is repayable at any time for 100 %. Further financial flexibility is provided by the Revolving Credit Facility of EUR 100 million, which was completely undrawn at the end of the first quarter 2015.
According to the Senior Facility Agreement in connection with the refinancing, Braas Monier was required to hedge roughly two thirds of its variable interest. In July 2014, the vast ma-jority of this hedging took place in the amount of EUR 315 million for the Senior Secured Floating Rate Notes, fixing the floating portion at 0.727 % giving rise to a revised total in-terest rate of 5.727 %. The remaining portion under the Term Loan was covered by way of cap instruments.
Net debt at the end of Q1 2015 stood at EUR 454.3 million, a material improvement over last year’s level of EUR 516.6 million. Pension liabilities, accrued interest and capital-ised fees are not part of the Company’s net debt definition. On a rolling twelve-month basis (LTM), Operating EBITDA reached EUR 191.8 million. Hence, net debt to Operating EBITDA (LTM) improved to 2.4 times. One year earlier, this ratio was 2.8 times. Operating EBITDA in relation to interest expense improved to 5.7 times at the end of the first quarter (5.3 times at the end of March 2014). Both ratios show significant headroom to mainte-nance covenants included in the financial documentation.
The Company’s Term Loan B (EUR 200 million) as well as its Revolving Credit Facility (EUR 100 million, undrawn as at 31 March 2015) contain ratchets directly related to the leverage ratio, becoming effective in April 2015. Based on the current leverage ratio, the Group is to benefit from a margin step-down of 50 basis points in both instruments, accounting for annualised savings on interest expenses of approximately EUR 1 million.
TREASURY RATIOS
Mar 2015 Mar 2014 Dec 2014
Net debt / Operating EBITDA (LTM) 2.4x 2.8x 1.7x
Segment reporting
WESTERN EUROPE(1)
(EUR million) Q1 2015 Q1 2014 Change
Change like-for-like Revenues 76.5 75.5 1.3 % -2.8 % Operating EBITDA(2) 10.6 9.5 12.5 % 7.9 % in % of revenues 13.9 % 12.5 % Operating income(2) 5.0 2.2 >100 % in % of revenues 6.6 % 3.0 %
Non-operating result(2) 0.0 0.0 n.a.
EBIT 5.0 2.2 >100 %
Q1 2015 Q1 2014 Change
Capital expenditure(3) 0.8 1.0 -20.2 %
Volumes sold tiles (in million m2) 5.0 5.2 -4.3 %
Employees as of period ended 1,318 1,269 3.9 %
(1) Incl. France, United Kingdom, the Netherlands, Belgium (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property, plant and equipment
Business development in Western Europe was driven by two opposite trends. The United Kingdom and the Netherlands continued to show significant growth with positive volume and price development as well as increased component sales. France however started weaker into the year with sizeable volume declines, both, in tiles and components. Reve-nues in Western Europe grew by 1.3 % to EUR 76.5 million (Q1 2014: EUR 75.5 million), also benefitting from favourable foreign exchange effect of the British Pound against the Euro (currency adjusted -2.8 %).
Operating EBITDA reached EUR 10.6 million, an increase of 12.5 % (currency adjusted 7.9 %). Positive top line development with a high operational leverage in the United Kingdom and the Netherlands together with improved price levels, higher components sales and on-going cost consciousness were the main drivers for this increase. In France, the negative effect of declining volumes was largely compensated for by strict cost management. Operating EBITDA margin thus improved by 140 basis points from 12.5 % in Q1 2014 to 13.9 % in Q1 2015. Higher production levels also led to a moderate increase in the number of employees, especially in the United Kingdom.
Compared to the first quarter 2014, Central, Northern & Eastern Europe saw the strongest volume decline within the Group in the first three months 2015. This decline was primarily related to the comparable basis being distorted by major pull-forward effects triggered by unusually mild weather at the beginning of 2014, most notably in Germany and Poland. With overall stable pricing, this drop in volumes directly translated into reduced tiles and components revenues. Reported revenues declined by EUR 10.0 million or 11.7 % to EUR 75.5 million (Q1 2014: EUR 85.5 million), including negative currency effects in Russia and Scandinavia of approximately EUR 0.9 million.
Operating EBITDA declined by EUR 3.5 million from EUR 7.2 million in Q1 2014 to EUR 3.7 million in Q1 2015. Positive pricing, efficiency gains and cost measures were able to offset variable and fixed cost inflation, but not the negative volume effect.
CENTRAL, NORTHERN & EASTERN EUROPE(1)
(EUR million) Q1 2015 Q1 2014 Change
Change like-for-like
Revenues 75.5 85.5 -11.7 % -10.7 %
Operating EBITDA(2) 3.7 7.2 -47.9 % -48.5 %
in % of revenues 4.9 % 8.4 %
Operating income(2) -1.0 1.0 n.a.
in % of revenues -1.3 % 1.2 %
Non-operating result(2) 0.0 0.1 -100.0 %
EBIT -1.0 1.1 n.a.
Q1 2015 Q1 2014 Change
Capital expenditure(3) 1.7 0.5 >100 %
Volumes sold tiles (in million m2) 4.4 4.9 -10.7 %
Employees as of period ended 1,509 1,519 -0.7 %
(1) Incl. Germany, Norway, Sweden, Denmark, Finland, Estonia, Latvia, Lithuania, Poland, Russia, Ukraine
(2) Non-IFRS-GAAP figure
SOUTHERN EUROPE(1)
(EUR million) Q1 2015 Q1 2014 Change
Change like-for-like Revenues 35.1 30.6 14.9 % -5.5 % Operating EBITDA(2) 0.4 0.9 -53.7 % -38.9 % in % of revenues 1.2 % 2.9 % Operating income(2) -5.2 -4.0 30.3 % in % of revenues -14.9 % -13.1 %
Non-operating result(2) -1.2 0.0 n.a.
EBIT -6.4 -4.0 60.1 %
Q1 2015 Q1 2014 Change
Capital expenditure(3) 0.6 0.8 -19.2 %
Volumes sold tiles (in million m2) 3.7 2.8 32.4 %
Employees as of period ended 1,246 1,012 23.1 %
(1) Incl. Italy. Austria. Czech Republic. Slovakia. Hungary. Turkey. Romania. Slovenia. Croatia. Bosnia. Bulgaria. Serbia. Albania. Spain and Portugal (Spain and Portugal only 2015 included) (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property. plant and equipment
After the completion of the acquisition of Cobert in January, revenues of the Spanish and Portuguese businesses were included in the segment reporting for the first time. This scope expansion – together with rather negligible positive currency effects – led to a 14.9 % increase in revenues, reaching EUR 35.1 million. Excluding this scope effect, Southern Europe experienced a reduction in business in the first quarter 2015 with a revenue decline of 5.5 %. While the development in Italy was still below the segment average, it clearly improved compared to the performance seen in 2014.
The negative top line effects were partially compensated for by improvements in regard to variable and fixed costs development. Cobert contributed an almost break-even result in Q1 2015, following normal seasonal patterns. Compared to the Operating EBITDA Cobert achieved in the previous year’s quarter (which is not included in the reported Q1 2014 figure), this was a significant improvement. Operating EBITDA for the region declined by EUR 0.5 million from EUR 0.9 million in Q1 2014 to EUR 0.4 million in Q1 2015. An increase in depreciation as well as a higher number of employees at the end of the period were also directly related to the first time inclusion of Cobert. For further details see Note 6.
The Asia & Africa segment developed positively in the first three months of 2015. Based on higher volumes, positive pricing and strong components sales, like-for-like revenues rose by 5.8 %. Including positive currency effects that occurred across the region, revenues increased from EUR 27.0 million to EUR 32.4 million (+20.0 %).
In particular Malaysia and South Africa showed strong growth in revenues and earnings. Operating income rose by 21.1 % (currency adjusted 9.0 %) from EUR 3.3 million in Q1 2014 to EUR 4.0 million in Q1 2015. Higher average selling prices in all countries as well as the growing components business were the main drivers for this increase. The second plant in India, which was opened in September 2014 generated revenues in Q1 2015 of EUR 0.2 million.
ASIA & AFRICA(1)
(EUR million) Q1 2015 Q1 2014 Change
Change like-for-like Revenues 32.4 27.0 20.0 % 5.8 % Operating EBITDA(2) 4.0 3.3 21.1 % 9.0 % in % of revenues 12.4 % 12.3 % Operating income(2) 1.3 1.0 27.2 % in % of revenues 4.0 % 3.8 % Non-operating result(2) 0.0 0.0 -EBIT 1.3 1.0 27.2 % Q1 2015 Q1 2014 Change Capital expenditure(3) 0.7 0.2 >100 %
Volumes sold tiles (in million m2) 6.3 6.1 3.7 %
Employees as of period ended 1,944 1,844 5.4 %
(1) Incl. Malaysia. China. Indonesia. India. Thailand and South Africa (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property. plant and equipment
CHIMNEYS & ENERGY SYSTEMS
(EUR million) Q1 2015 Q1 2014 Change
Change like-for-like
Revenues 33.4 35.0 -4.6 % -5.2 %
Operating EBITDA(1) -0.5 0.0 n.a. n.a.
in % of revenues -1.5 % -0.1 %
Operating income(1) -2.9 -2.5 -14.9 %
in % of revenues -8.6 % -7.2 %
Non-operating result(1) 0.0 0.0 n.a.
EBIT -2.9 -2.5 -15.6 %
2014 2013 Change
Capital expenditure(2) 0.5 0.6 -11.6 %
Chimneys sold (in million m) 0.4 0.5 -10.5 %
Employees as of period ended 1,159 1,173 -1.2 %
(2) Non-IFRS-GAAP figure
As in the tiles business, the comparable base for the Chimneys & Energy Systems was distorted by the unusually mild weather in 2014. Hence, volumes in Q1 2015 were lower than in the previous year’s quarter. However, half of this decline was offset by better pric-ing. Revenues therefore only decreased moderately by EUR 2.6 million or 4.6 % (currency adjusted 5.2 %) to EUR 33.4 million.
The marginally negative Operating EBITDA of Q1 2014 widened accordingly by EUR 0.4 million to EUR -0.5 million, including a positive currency effect of approximately EUR 0.1 million.
CENTRAL PRODUCTS & SERVICES
(EUR million) Q1 2015 Q1 2014 Change
Change like-for-like Revenues 24.4 27.9 -12.4 % -12.6 % Operating EBITDA(1) -1.2 -0.1 >-100 % >-100 % in % of revenues -4.9 % -0.4 % Operating income(1) -2.3 -1.5 48.8 % in % of revenues -9.4 % -5.5 % Non-operating result(1) 5.5 0.0 -EBIT 3.2 -1.5 n.a. Q1 2015 Q1 2014 Change Capital expenditure(2) 0.5 0.2 >100 %
Volumes sold tiles (in million m2) n.a. n.a. n.a.
Employees as of period ended 410 414 -1.0 %
(1) Non-IFRS-GAAP figure
(2) Represents additions to intangible assets and property. plant and equipment
Revenues in Central Products & Services, which mainly result from components centrally produced and sold to other segments, were down to EUR 24.4 million (Q1 2014: EUR 27.9 million), thus following the general volume trend in the European tiles business. In the first three months of 2015, the positive Operating EBITDA contribution of the components business within this reporting segment was not sufficient to fully compensate for holding and R&D costs that are also accounted for in this segment. The Operating EBITDA reduced by EUR 1.1 million to EUR -1.2 million (Q1 2014: EUR -0.1 million). A non-operating result of EUR 5.5 million was reported in the first three months of 2015 (none in Q1 2014). This purely relates to the acquisition of Cobert in Spain and Portugal and splits into the sale of a non-controlling interest (EUR 1.7 million) and the gain from bargain purchase (EUR 3.8 million). For further details see Note 6.
Risk and opportunity report
With the Braas Monier Building Group conducting its business throughout the world, it is exposed to numerous potential risks. The goal of corporate management is to minimise risks and take advantage of opportunities in order to systematically and continuously im-prove shareholder value and achieve targets.
The Group constantly and systematically identifies external and internal risks in all busi-ness areas and subsidiaries and evaluates them consistently throughout the Group with respect to their potential level of damage and the likelihood of the events occurring. Ap-propriate provisions are recognised in the balance sheet. Opportunity and risk manage-ment at Braas Monier Building Group is closely linked by Group-wide planning and moni-toring systems. During the budget periods, in the context of continuous business reviews and the annual closing and pre-closing process, risks and opportunities are identified by the local Management Boards. A documented process is in place to report and evaluate ad hoc risks as they may occur in the course of the year.
A detailed risk and opportunity report, describing the most relevant aspects for Braas Monier Building Group is available in the Annual Report 2014 (‘Risks and Opportunities’, page 81 ff.), published on 31 March 2015.
In the first three months of 2015 no events have to be reported that could threaten the existence of the Group.
Outlook for 2015
Industry experts assume that an upturn in new residential construction should provide positive momentum for the current business year. Overall, we are positive with regard to the residential market development in Europe, Asia and South Africa, and expect some volume growth in the markets we are active in, barring any extraneous events driven by major geopolitical instability.
For 2015, we expect further strong growth for the United Kingdom and moderate growth in other European countries, such as Spain and Portugal, the Netherlands, Poland, Hungary and Turkey. A stable development is anticipated for Germany, Austria and also Italy, where the market should have reached its trough. France is expected to further decline, albeit at a much lower rate than in 2014, before reaching its low point in 2015. In the emerging markets, growth is foreseen especially in Indonesia and South Africa. The components business is expected to show a good improvement in performance supported by rising national and international building standards, especially with regards to energy efficiency and safety. With regard to the Chimney & Energy Systems business, expectations are for a similar development to the roofing business in the respective markets.
We will continue to strive for above-market growth by rolling out further initiatives under our ‘Top Line Growth’ programme in existing and new markets. We expect positive effects in our components business from a number of new innovations such as WrapTec.
Through the takeover of the Spanish and Portuguese Cobert companies, we have entered new growth markets which will generate additional revenues and earnings. For the current fiscal year, we expect the Iberian business to generate revenues of approximately EUR 38 million and contribute approximately EUR 5 million to EBITDA (including synergies). In April 2015 we have signed an agreement to acquire Golden Clay Industries Sdn Bhd (GCI), leader in Malaysia for manufacturing and supplying clay roof tiles and fittings. On the basis of GCIs current planning and assuming a closing of the transaction to occur in October 2015, revenue and EBITDA contribution would be expected to be approximately MYR 6 million and MYR 1.7 million, respectively, for 2015.
We view Braas Monier as being well-positioned for further opportunistic bolt-on acquisi-tions. The opening of a second plant in India at the end of September 2014 will support organic growth in 2015. Further new openings in Asia are planned for the coming years to support the Company’s growth in these large developing markets.
Based on these assumptions, we expect revenues to grow by at least a mid-single-digit percentage figure, driven by growth in volumes and the first time inclusion of Cobert. Average selling price increases are expected to at least offset variable cost inflation. Currency effects will possibly have a marginal positive effect on revenues. From a cost perspective, we expect slight increases in input costs (raw materials and wage inflation). The current low energy prices might have the potential to ease some variable cost infla-tion if they were to stay at these levels throughout the year. Revenue growth together with an on-going focus on strict cost control at all levels will further drive growth in the Company’s profits.
Sustainable Capex is expected to be at a level of around EUR 62 million excluding carry- over of EUR 5 million from 2014. In addition, approximately EUR 8 million (net) will be invested in future growth projects in 2015.
The strong cash flows generated by the operating business will continue to allow us to achieve consistent and ambitious growth, both organically and through acquisitions, with an unerring focus on return on invested capital while being ever mindful of the Group’s net debt ratio and its dividend policy.
INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT FOR THE FIRST THREE MONTHS 2015(EUR thousand) Q1 2015 Q1 2014 Revenues 251,079 250,035 Cost of sales -190,114 -189,682 Gross profit 60,965 60,353 Selling expenses -40,438 -39,302 Administrative expenses -25,741 -25,003
Other operating income 5,998 508
Other operating expenses -1,725 -442
Restructuring expenses 0 0
Impairments 0 0
Reversal of impairments 0 0
Result from associates and joint ventures 134 163
Earnings before interest and taxes (EBIT) -807 -3,723
Finance income 2,785 1,435
Finance costs -12,812 -19,958
Earnings before taxes (EBT) -10,834 -22,246
Income taxes 3,493 6,643
Profit (loss) for the year -7,341 -15,603
Thereof attributable to:
Equity holders of the parent company -7,284 -15,471
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FIRST THREE MONTHS 2015
(EUR thousand) Q1 2015 Q1 2014
Profit (loss) for the year -7,341 -15,603
Other comprehensive income
Items that will never be reclassified to profit or loss:
Actuarial gains and losses on pension plans -44,200 0
Income tax effect 14,300 0
Items that are or may be reclassified to profit or loss:
Foreign exchange differences 18,556 -375
Foreign exchange differences from at-equity accounted investments 394 -2
Income tax effect foreign exchange differences 216 -236
Cash flow hedges – effective portion of changes in fair value -1,361 0
Income tax effect cash flow hedge 399 0
Other comprehensive income for the year, net of tax -11,696 -613
Total comprehensive income for the year, net of tax -19,037 -16,216
Thereof attributable to:
Equity holders of the parent company -19,172 -15,898
CONSOLIDATED CASH FLOW STATEMENT FOR THE FIRST THREE MONTHS 2015
(EUR thousand) Q1 2015 Q1 2014
Profit (loss) for the period -7,341 -15,603
Income taxes -3,493 -6,643
Financial result 10,027 18,523
EBIT -807 -3,723
Adjustments for:
Amortisation, depreciation 22,366 24,660
(Reversal of) Impairment losses on non-current assets, net 0 0
(Gains) / losses on the disposal of non-current assets 0 0
(Gains) / losses on the sale of equity investments -1,683 0
Result from associates and joint ventures -134 -163
Dividends received 569 0
Interest and finance fees paid -9,408 -9,543
Interest received 123 209
Net income tax paid -3,295 -744
Change in provisions -5,820 -12,298
Change in working capital
Change in inventories -29,456 -26,762
Change in trade and other receivables -27,761 -20,498
Change in trade and other payables -23,636 -9,565
Net cash used in operating activities -78,942 -58,427
Investments in intangible assets and property, plant and equipment -14,442 -6,304
Acquisition of consolidated companies less cash received -26,986
Acquisition of other financial assets 0 0
Proceeds from the disposal of property, plant and equipment and intangible assets 74 111
Proceeds from the disposal of subsidiaries and other financial assets 1,685 269
Net cash used in investing activities -39,669 -5,924
Net cash used in operating and investing activities -118,611 -64,351
Repayment of borrowings 0 0
Proceeds from loans and borrowings 771 107
Proceeds from capital increases 0 20
Dividends paid to parent company 0 0
Net cash from financing activities 771 127
Change in cash and cash equivalents -117,840 -64,224
Cash and cash equivalents at the beginning of the period 180,940 207,481
Effect of exchange rate fluctuations on cash and cash equivalents 3,120 -229
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF 31 MARCH 2015
(EUR thousand) 31 Mar 2015 31 Dec 2014
Non-current assets
Goodwill 43,292 42,528
Other intangible assets 239,102 234,719
Property, plant and equipment 644,729 617,416
Investments accounted for using the equity method 8,582 8,557
Other financial assets 5,329 5,283
Other non-current assets 2,720 2,551
Deferred tax assets 53,239 37,522
Total non-current assets 996,993 948,576
Current assets
Inventories 244,177 200,890
Trade accounts receivables 130,868 100,684
Other current assets 37,545 30,753
Cash and cash equivalents 66,220 180,940
Assets held for sale 2,197 2,085
Total current assets 481,007 515,352
Total assets 1,478,000 1,463,928
Equity
Subscribed capital 392 392
Additional paid-in capital 403,020 403,020
Reserves -12,089 -30,101
Retained earnings -319,152 -282,010
Total equity attributable to the shareholders of the parent 72,171 91,301
Non-controlling interests 1,760 1,625
Total equity 73,931 92,926
Non-current liabilities
Long-term provisions for pension liabilities and similar obligations 440,702 395,848
Deferred tax liabilities 5,498 8,741
Long-term portion of provisions for other risks 91,240 89,405
Long-term loans and borrowings 502,653 501,033
Long-term tax liabilities 24,374 24,274
Other long-term liabilities 12,701 11,516
Total non-current liabilities 1,077,168 1,030,817
Current liabilities
Trade accounts payable 115,612 116,849
Short-term tax liabilities 32,870 28,549
Short-term portion of provisions for other risks 38,407 41,911
Short-term liabilities to parent companies 0 0
Short-term loans and borrowings 11,418 12,442
Other short-term liabilities 128,594 140,434
Total current liabilities 326,901 340,185
WESTERN EUROPE(1) (EUR thousand) Q1 2015 Q1 2014 External revenues 75,654 74,380 Inter-segments revenues 837 1,104 Revenues 76,491 75,484 year-to-year change 1.3 % 12.3 % Operating EBITDA(2) 10,644 9,464 in % of revenues 13.9 % 12.5 %
Depreciation & amortisation 5,514 7,306
Result from associates -102 82
Operating income(2) 5,027 2,240 in % of revenues 6.6 % 3.0 % Non-operating result(2) 0 0 EBIT 5,027 2,240 Capital expenditure(3) 801 1,004 Capital employed(2)/(4) 225,407 207,157
Return on capital employed(2)/(5) -
-Volumes sold tiles in million m2(2)/(7) 5.0 5.2
Average employees(2)/(6) 1,311 1,291
Employees as of period ended(2) 1,318 1,269
(1) Incl, France, United Kingdom, the Netherlands, Belgium (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property, plant and equipment
(4) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (5) Operating income divided by average of opening and closing capital employed for the period
(6) Average number of employees determined on a monthly basis (also considering the beginning of the period) (7) Unaudited supplementary information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FIRST THREE MONTHS 2015 Attributable to equity holders of the parent
(EUR thousand) Sub- scribed capital Addi-tional paid-in
capital Hedgingreserve
Foreign currency
trans-lation
reserve Retainedearnings Total
Non- con-trolling
interests equityTotal
Balance as of 1 January 2015 392 403,020 -5,717 -24,384 -282,010 91,301 1,625 92,926
Actuarial gains and losses 0 0 0 0 -29,900 -29,900 0 -29,900
Cash flow hedges – effective portion
of changes in fair value 0 0 -962 0 0 -962 0 -962
Foreign exchange effects 0 0 0 18,974 0 18,974 192 19,166
Other comprehensive income 0 0 -962 18,974 -29,900 -11,888 192 -11,696
Consolidated income for the year 0 0 0 0 -7,284 -7,284 -57 -7,341
Total comprehensive income 0 0 -962 18,974 -37,184 -19,172 135 -19,037
Equity-settled share-based payments 0 0 0 0 42 42 0 42
CENTRAL, NORTHERN & EASTERN EUROPE(1) (EUR thousand) Q1 2015 Q1 2014 External revenues 73,532 82,633 Inter-segments revenues 2,016 2,899 Revenues 75,549 85,532 year-to-year change -11.7 % 33.1 % Operating EBITDA(2) 3,731 7,155 in % of revenues 4.9 % 8.4 %
Depreciation & amortisation 4,738 6,149
Result from associates 0 0
Operating income(2) -1,007 1,006 in % of revenues -1.3 % 1.2 % Non-operating result(2) 0 64 EBIT -1,006 1,070 Capital expenditure(3) 1,653 502 Capital employed(2)/(4) 232,478 229,983
Return on capital employed(2)/(5) -
-Volumes sold tiles in million m2(2)/(7) 4.4 4.9
Average employees(2)/(6) 1,511 1,516
Employees as of period ended(2) 1,509 1,519
(1) Incl, Germany, Norway, Sweden, Denmark, Finland, Estonia, Latvia, Lithuania, Poland, Russia, Ukraine (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property, plant and equipment
(4) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (5) Operating income divided by average of opening and closing capital employed for the period
(6) Average number of employees determined on a monthly basis (also considering the beginning of the period) (7) Unaudited supplementary information
SOUTHERN EUROPE(1) (EUR thousand) Q1 2015 Q1 2014 External revenues 34,785 30,217 Inter-segments revenues 319 336 Revenues 35,104 30,553 year-to-year change 14.9 % 11.7 % Operating EBITDA(2) 417 900 in % of revenues 1.2 % 2.9 %
Depreciation & amortisation 5,643 4,912
Result from associates 0 0
Operating income(2) -5,226 -4,012 in % of revenues -14.9 % -13.1 % Non-operating result(2) -1,196 0 EBIT -6,422 -4,012 Capital expenditure(3) 612 757 Capital employed(2)/(4) 156,451 139,139
Return on capital employed(2)/(5) -
-Volumes sold tiles in million m2(2)/(7) 3.7 2.8
Average employees(2)/(6) 1,182 1,016
Employees as of period ended(2) 1,246 1,012
(1) Incl. Italy, Austria, Czech Republic, Slovakia, Hungary, Turkey, Romania, Slovenia, Croatia,
Bosnia-Herzegovina, Bulgaria, Serbia, Albania, Spain and Portugal (Spain and Portugal only 2015 included) (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property, plant and equipment
(4) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (5) Operating income divided by average of opening and closing capital employed for the period
(6) Average number of employees determined on a monthly basis (also considering the beginning of the period) (7) Unaudited supplementary information
ASIA & AFRICA(1) (EUR thousand) Q1 2015 Q1 2014 External revenues 32,408 26,986 Inter-segments revenues 31 42 Revenues 32,440 27,028 year-to-year change 20.0 % -4.5 % Operating EBITDA(2) 4,025 3,323 in % of revenues 12.4 % 12.3 %
Depreciation & amortisation 2,728 2,316
Result from associates 0 13
Operating income(2) 1,297 1,020 in % of revenues 4.0 % 3.8 % Non-operating result(2) 0 0 EBIT 1,297 1,020 Capital expenditure(3) 721 205 Capital employed(2)/(4) 45,024 26,344
Return on capital employed(2)/(5) -
-Volumes sold tiles in million m2(2)/(7) 6.3 6.1
Average employees(2)/(6) 1,911 1,853
Employees as of period ended(2) 1,944 1,844
(1) Incl. Malaysia, China, Indonesia, India, Thailand and South Africa (2) Non-IFRS-GAAP figure
(3) Represents additions to intangible assets and property, plant and equipment
(4) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (5) Operating income divided by average of opening and closing capital employed for the period
(6) Average number of employees determined on a monthly basis (also considering the beginning of the period) (7) Unaudited supplementary information
CHIMNEYS & ENERGY SYSTEMS
(EUR thousand) Q1 2015 Q1 2014 External revenues 33,058 34,364 Inter-segments revenues 347 662 Revenues 33,406 35,026 year-to-year change -4.6 % 13.6 % Operating EBITDA(1) -491 -46 in % of revenues -1.5 % -0.1 %
Depreciation & amortisation 2,397 2,467
Result from associates 0 0
Operating income(1) -2,888 -2,513 in % of revenues -8.6 % -7.2 % Non-operating result(1) 0 15 EBIT -2,888 -2,498 Capital expenditure(2) 501 567 Capital employed(1)/(3) 62,747 72,619
Return on capital employed(1)/(4) -
-Chimneys sold in thousand m (1)/(6) 442 494
Average employees(1)/(5) 1,164 1,176
Employees as of period ended(1) 1,159 1,173
(1) Non-IFRS-GAAP figure
(2) Represents additions to intangible assets and property, plant and equipment
(3) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (4) Operating income divided by average of opening and closing capital employed for the period
(5) Average number of employees determined on a monthly basis (also considering the beginning of the period) (6) Unaudited supplementary information
CENTRAL PRODUCTS & SERVICES (EUR thousand) Q1 2015 Q1 2014 External revenues 1,640 1,455 Inter-segments revenues 22,761 26,398 Revenues 24,401 27,853 year-to-year change -14.1 % 10.9 % Operating EBITDA(1) -1,190 -101
Depreciation & amortisation 1,342 1,510
Result from associates 236 68
Operating income(1) -2,296 -1,543
Non-operating result(1) 5,482 0
EBIT 3,186 -1,543
Capital expenditure(2) 454 163
Capital employed(1)/(3) 37,914 47,754
Return on capital employed(1)/(4) -
-Volumes sold tiles in million m2(1)/(6) n/a n/a
Average employees(1)/(5) 410 414
Employees as of period ended(1) 410 414
(1) Non-IFRS-GAAP figure
(2) Represents additions to intangible assets and property, plant and equipment
(3) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (4) Operating income divided by average of opening and closing capital employed for the period
(5) Average number of employees determined on a monthly basis (also considering the beginning of the period) (6) Unaudited supplementary information
RECONCILIATION (EUR thousand) Q1 2015 Q1 2014 External revenues 0 0 Inter-segments revenues 0 0 Revenues 0 0 Operating EBITDA(1) 0 0
Depreciation & amortisation 0 0
Result from associates 0 0
Operating income(1) 0 0
Non-operating result(1) 0 0
EBIT 0 0
Capital expenditure(2) 0 1
Capital employed(1)/(3) 15,804 15, 810
Return on capital employed(1)/(4) -
-Volumes sold tiles in million m2(1)/(6) -0.2 -0.2
Chimneys sold in thousand m (1)/(6) 0.0 0.0
Average employees(1)/(5) 0 0
Employees as of period ended(1) 0 0
(1) Non-IFRS-GAAP figure
(2) Represents additions to intangible assets and property, plant and equipment
(3) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (4) Operating income divided by average of opening and closing capital employed for the period
(5) Average number of employees determined on a monthly basis (also considering the beginning of the period) (6) Unaudited supplementary information
CONSOLIDATED INFORMATION ON REPORTABLE SEGMENTS (EUR thousand) Q1 2015 Q1 2014 External revenues 251,079 250,035 Inter-segments revenues 26,311 31,441 Revenues 277,389 281,476 Operating EBITDA(1) 17,136 20,695
Depreciation & amortisation 22,362 24,660
Result from associates 134 163
Operating income(1) -5,093 -3,802
Non-operating result(1) 4,286 79
(Reversal of) Impairment losses on non-current assets -1,196 0 Restructuring expenses/income 0 0 Acquisitions and disposals of assets 5,482 0
Litigation 0 0
Others 0 79
EBIT -807 -3,723
Capital expenditure(2) 4,742 3,199
Capital employed(1)/(3) 775,825 738,806
Return on capital employed(1)/(4) -
-Volumes sold tiles in million m2(1)/(6) 19,2 18,8
Chimneys sold in thousand m (1)/(6) 440 485
Average employees(1)/(5) 7,489 7,265
Employees as of period ended(1) 7,587 7,231
(1) Non-IFRS-GAAP figure
(2) Represents additions to intangible assets and property, plant and equipment
(3) Defined as tangible assets plus inventories plus trade and other receivables minus total payables (4) Operating income divided by average of opening and closing capital employed for the period
(5) Average number of employees determined on a monthly basis (also considering the beginning of the period) (6) Unaudited supplementary information
NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
1. Reporting Entity
Braas Monier Building Group S.A. (hereinafter the “Company”) is a Luxembourg financial holding company incorporated on 7 October 2009 under the name ”Monier Participations S.à r.l.” for an unlimited period subject to general company law. Subscribed capital corre-sponds to the amount disclosed by Braas Monier Building Group S.A., Luxembourg, in its separate financial statements.
The condensed consolidated interim financial statements of the Company as of the three months ended 31 March 2015 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates and jointly controlled entities.
The Group’s main activity involves the production of concrete and clay roof tiles as well as roof components and their global distribution. In addition, some Group companies develop, produce and sell chimney systems and trade in solar and insulation components. The Company’s accounting period begins on 1 January and ends on 31 December of each year.
These interim financial statements are not audited.
2. Basis of Preparation
A) STATEMENT OF COMPLIANCEThese condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted in the EU, and do not include all of the information required for full annual financial statements. Therefore, these interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements as of the year ended 31 December 2014.
The results for the first three months ending 31 March 2015 are not necessarily indicative of results to be expected for the entire year.
B) JUDGEMENTS AND ESTIMATES
To a certain extent, the preparation of the condensed consolidated interim financial statements requires assumptions and estimates to be made which have an effect on the carrying amounts of recognized assets and liabilities, income and expenses and contingent assets and liabilities. The assumptions and estimates mainly relate to the determination of
the entities to be included in consolidation, asset impairment testing and the uniform Group-wide calculation of useful lives for property, plant and equipment. The impairment test in accordance with IAS 36 (Impairment of Assets) is generally performed annually at year-end or in case of indications of impairments (triggering events). There were no indications of impairments in the first three months 2015 and in the corresponding period. The assumptions and estimates are based on parameters which are derived from the information available at the time. In particular, the circumstances prevailing at the time of preparing the consolidated financial statements and assumptions regarding the realistic future development of the business environment were used to estimate the Company’s future business performance. In case these conditions develop differently than assumed and beyond the control of management, the actual figures may differ from those anticipat-ed. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as of the year ended 31 December 2014.
C) SEASONALITY OF OPERATIONS
Climatic conditions such as cold spells, snow, heavy or prolonged rainfall have a negative effect on construction activities and demand for the Group’s products. Demand for roofing as well as chimney products is seasonal (lower in the winter than in the summer months). Sales volumes recorded during the first and last quarters are lower than in the second and third quarters due to the negative impact of the weather on construction activities. Results for the first and fourth quarters of the year are therefore generally lower than those for the second and third quarters.
3. Significant accounting policies
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as of the year ended 31 December 2014.
4. Provisions for pension liabilities and
similar obligations
Provisions for pension liabilities have been determined on the basis of the actuarial valuation as of 31 December 2014. Based on this valuation, interest expenses and current service costs were posted on a pro-rata basis. These amounts were recognised as an increase of the pension liability. The Group usually recognises actuarial gains and losses in other
com-prehensive income at year-end. However, the management noticed that the discount rates decreased significantly during the first three months 2015. In Germany, the discount rate decreased by 0.65 % from 2.05 % (as of 31 December 2014) to 1.4 % (as of 31 March 2015). The impact from this decrease in discount rates on the value of the defined benefit obli-gation was determined based on sensitivity information as being EUR 44.2 million. Also considering interest expenses, current service costs and benefit payments paid directly from the Group during the three months ended 31 March 2015, the Group’s defined pension liability increased by EUR 44.9 million.
The actuarial losses in other comprehensive income for the first three months amount to EUR 44.2 million. The impact on Group's equity is partially offset by (deferred) income tax effects of EUR 14.3 million.
5. Financial Instruments
The carrying amounts of the financial instruments are broken down by category pursuant to IAS 39, as are the fair values as of 31 March 2015:
FINANCIAL INSTRUMENTS (EUR thousand) 31 Mar 2015 Category pursuant to IAS 39 Book Value Fair value through profit or loss Amortised acquisition
cost Fair value
Cash and cash equivalents LaR 66,220 0 66,220 66,220
Trade receivables LaR 130,868 0 130,868 130,868
Other assets LaR 26,915 0 26,915 26,915
Other financial assets LaR 3,172 0 3,172 3,172
Other financial assets FA at FVtP/L 2,157 2,157 0 2,157
Non-current loans and borrowings FLAC 502,653 0 502,653 517,193
Current loans and borrowings FLAC 11,418 0 11,418 11,418
Trade payables FLAC 115,612 0 115,612 115,612
Other current liabilities FLAC 128,594 0 128,594 128,594
Other non-current liabilities FLAC 2,823 0 2,985 2,823
Other non-current liabilities n/a 9,878 9,878 0 9,878
Aggregated according to categories as defined in IAS 39:
Loans and receivables LaR 227,175 0 227,175 227,175
Financial assets at fair value through profit or loss FA at FVtP/L 2,157 2,157 0 2,157
Financial liabilities measured at amortised cost FLAC 761,100 0 761,262 775,640
Abbreviations used above
LaR Loans and receivables
FA at FVtP/L Financial assets at fair value through profit or loss FLAC Financial liabilities measured at Amortised cost n/a (hedge) not applicable (Derivatives with a hedging relationship)