organisation chart of the group - DECEMBer 31, 2008

Transcription

1 Main Financial Data 2008

2 organisation chart of the group - DECEMBer 31, 2008 DELACHAUX S.A. FRANCE 89,50% 90% 99,38% CONDUCTIX-WAMPFLER Wuhan Ltd China CONDUCTIX-WAMPFLER Srl Italy CONDUCTIX-WAMPFLER AG Germany CONDUCTIX-WAMPFLER Inc. CONDUCTIX-WAMPFLER Pte Ltd Singapore ETS RAOUL LENOIR SAS M.E.C. Srl Italy 10.50% DELACHAUX METAL inc. TAMARIS INDUSTRIES SAS FONDERIE NICOLAS SAS 83,44% CONDUCTIX-WAMPFLER Ltd Ireland CONDUCTIX-WAMPFLER SAS CONDUCTIX-WAMPFLER B.V. Netherlands CONDUCTIX-WAMPFLER AG Switzerland CONDUCTIX-WAMPFLER Ltda Brazil CONDUCTIX-WAMPFLER Shanghaï Ltd China CONDUCTIX-WAMPFLER Sdn Bhd Malaysia CONDUCTIX-WAMPFLER O.O.O. Russia CONDUCTIX-WAMPFLER Pty Ltd Australia CONDUCTIX-WAMPFLER Corp. Canada CONDUCTIX-WAMPFLER S. de RL de CV Mexico CONDUCTIX-WAMPFLER Ltd 16.56% 65% 85% 99,99% 99,70% 80% 51% 51% RAILTECH ALGERIE SARL Algeria RAILTECH MAROC SARL Morocco RAILTECH CHINA Ltd China RAILTECH ZHUQIAO Ltd China SUFRETA-TRANOSA SA Spain RAILTECH AUSTRALIA Ltd Australia Les Industries RAILWEL Inc. Canada RAILTECH CALOMEX Srl Mexico RAILTECH BOUTET Inc. RAILTECH CONTRACTING Corp. MATWELD Inc. RAILTECH UK Ltd RAILWELD SAS RAILTECH SCHLATTER SYSTEMS SAS RAILTECH ALU SINGEN SAS C.S.A. Srl Italia RAILTECH SLAJVANA Sro Czech Republic 99,99% RAILTECH VOLGA O.O.O. Russia RAILTECH STEDEF Ltd Thailand 60% RAILTECH PORSOL Lda Portugal H.R.T. SAS RAILWAY CONDUCTIX METALS SPECIAL PRODUCTS 99,55% RAILTECH INTERNATIONAL SA H.R.T. UK Ltd PANDROL HOLDING LTD UK 90% 60,60% PANDROL AUSTRALIA Pty Australia IAT Fixacoes Elasticas Ltd Brazil PANDROL CANADA Ltd Canada PANDROL INDONESIA PT Indonesia PANDROL ITALIA Spa Italia PANDROL KOREA Ltd Korea PANDROL U.K. Ltd PANDROL LP VORTOK Ltd 36% PANDROL SOUTH AFRICA Ltd South Africa PANDROL Ltd 70% PANDROL 1520 Llc Russia ROSENQVIST RAIL AB Sweden

3 GROUP PERFORMANCE The strong results posted in 2008 and the improvement in our operating margin reflect the Group s strength and the aptness of its strategy of organic growth and acquisitions in high added-value markets. Our global leadership positioning in all our businesses: Railways Conductic Metals 56% of the Group 31% of the Group 10% of the Group 2008 Reflects our innovative power in high value-added products and the strength of the DELACHAUX teams. The fact that our business portfolio is well diversified across various industries and markets also enables us to lessen the impact of market cycles sales were up 19.6% to million. At constant exchange rates, sales amounted to 810 million, representing an increase of 24.9%. The Group posted sustained growth in these main businesses in 2008: in Railways: in Conductic: and in Metals: +23.4% to million +10.1% to million +38.3% to 81.2 million 2008 Current operating profit amounted to million, representing 13.1% of sales and up 24.9% on The Group also continued to improve operating profitability despite strong volatility in commodity prices and exchange rates. The Group s net profit amounted to 66.2 million, up 27.4% on The Group s net debt at the end of 2008 was 97.2 million on shareholders equity of million, representing gearing of 25.8%. The net debt / EBITDA ratio was The Group s combined operating and financial performance is the result of a clear strategy and strict control across all our businesses. Two of our businesses, Conductic and Chrome, are currently experiencing a dramatic change in market conditions as a result of the sharp deterioration in the global economy. Anticipating a fall in sales in 2009, we immediately responded by reviewing production levels and overheads. Over the past few years, DELACHAUX has been completely transformed and now enjoys significant advantages. The long-term fundamentals of our markets remain unaffected. Our Group is determined to continue investing for the future, to stay close to its customers, to improve its competitiveness, and to provide innovative solutions, while making any acquisitions that present themselves. While visibility continued to be difficult at the start of the year, the Group firmly believes that its long-term fundamentals are unaffected and that it will come through the crisis stronger. 3

4 MAIN CONSOLIDATED DATA Euro s 000 omitted consolidated data except Compared to actual2007** Compared to actual 2006 Earning per share, employees and percentages 31/12/08 31/12/07 Variation 31/12/06 Variation Net sales % % - Domestic sales % % - Export sales % % % of export sales 87.6% 87.2% 85.0% 2.6% Current operating profit (COP) % % % of net sales 13.1% 12.5% 11.9% 5.0% EBITDA (1) % ,8% Income before tax of continuing activities % % Income before tax of discontinued activities % % Net profit % % Group interest % % Minority interest % % Consolitade stockholders equity % % Group share % % Minority interest % % Earnings per share % % Cash flow generated % % Cash flow generated by continuing activities % % Depreciation % % Financial investments Industrial investments % % Dividend proposed by the parent Company(2) % % Average number employees % % Parent company % % Subsidiaries % % ** sales, net profit, Ebitda and investments 2007 restated with the reclassification of Injection business in discontinued activity following to its disposal in september 30, 2008 (1) EBITDA = Operating profit before tax and exceptional items treated with allowance for depreciation and charges to depreciation except current assets (2) Dividend: subject to approval from the shareholder s general meeting of June 5, 2009 Ne t s a l e s (Euros 000) (Euros 000) Ne t p r o f i t (Euros 000) Ca s h f l o w g en e rated of continuing activities

5 OPERATING STATEMENT at December 31, 2008 Consolidated income statement (euros 000 omitted) (*) Sales Other income of the activity Consumed purchases ( ) ( ) Variation of raw material, work in progress, finished goods Staff cost ( ) ( ) Other external services ( ) (96 855) Taxes and other taxes (6 665) (5 412) Depreciation & amortization (8 662) (8 516) Charges to provisions (5 664) (4 345) Recovery of depreciation and provisions Current operating profit Other operational income 228 (41) Other operational expenses (263) (99) Operating profit before financial expense Finance income on positive treasury Cost of financial indebtedness (9 628) (11 015) Cost the net financial indebtedness (7 030) (8 292) Other financial income Other financial expenses (3 129) (3 025) Other financial income and expenses (1 277) Income tax Profit from associates accounted for using the equity method (28 092) (24 440) Net profit from continuing activities Net profit from discontinued activities (638) (1 715) NET PROFIT Attributable to equity holders of the parent Attributable to minority interests Earnings per share of continuing activities (euros) Diluted earnings per share (euros) Earnings per share (euros) Diluted earnings per share (euros) (*)Figures restated in 2007 for disposal of the Injection business. STATEMENT OF CHANGES IN CONSOLIDATED EQUITY (Euros 000 omitted) Capital Share Consolidated Result directly Consolidated Minority Total capital Reserves and Affected in equity interests premium results equity Group share Equity at 12/31/ Dividends paid (7 753) (7 753) (570) (8 323) Increase in capital (33) Charges/expenses funded from shares Total transactions with shareholders (7 786) (273) Gains and losses recognized directly in equity (19 869) (19 869) (69) (19 938) Consolidated profit Total of income and expenses (19 869) Equity at 12/31/ (15 372) Dividends paid (9 731) (9 731) (274) (10 005) Increase/decrease in capital (60) (60) Charges/expenses funded from shares Total transactions with shareholders (9 731) (7 582) (334) (7 916) Gains and losses recognized directly in equity (32 519) (32 519) (17) (32 536) Consolidated profit Total of income and expenses (32 519) Equity at 12/31/ (45 743)

6 CONSOLIDATED BALANCE SHEET at December 31, 2008 Consolidated assets (Euros 000 omitted) Goodwill Intangible assets Property, plant & equipment Investment in associate Financial assets available for sale Other financial assets Deferred tax assets Total non current assets Inventories and work-in-progress Accounts receivable Recoverable tax assets Other receivables Cash and marketable securities Trade investments available for sale Total current assets TOTAL CONSOLIDATED ASSETS Consolidated equity and liabilities (Euros 000 omitted) Capital Statutory reserves Reserves and retained earnings Net profit for the year Translation adjustment (50 406) (19 069) Stockholder s equity Group Share Minority interests Consolidated stockholders equity Provisions Deferred tax liabilities Borrowing and financial debts > 1 year Other non current liabilities Not current liabilities Accounts payable Tax Payable Other debts Borrowing and financial debts < 1 year Derivative financial instruments Provisions Current liabilities TOTAL CONSOLIDATED EQUITY & LIABILITIES

7 CASH FLOW STATEMENT at December 31, 2008 Cash Flow statement (Euros 000 omitted) Consolidated net income of continuing activities Consolidated net income of discontinued activities (638) (1 715) Income from associate (1 963) (2 352) Net dividend from associate Depreciation Provisions (953) Elimination of capital gains/losses Disposal of assets (220) (3 395) Other charges (income) without effect on cash flow Cash Flow related to discontinued activities Cash flow for operating activities (before elimination of cost net indebtedness and income taxes) (whose continuing activities) Cost of net financial indebtedness Tax charge (payable and deferred) Flow related to discontinued activities (211) (761) Cash flow for operating activities (after elimination of cost net indebtedness and income taxes) Interest paid (6 773) (7 873) Income tax paid (27 905) (25 328) Effect of change in working capital requirements (34 537) ( Cash Flow related to discontinued activities Net cash inflow/outflow from operations (amount generated from continuing activities)) Acquisition of consolidated companies, cash obtained deducted (17 535) ( ) Capital expenditure (11 353) (8 908) Disposal of assets Other flows from investment operations 338 (6 338) Flows related to discontinued activities (261) (656) Net cash inflow from investments (28 591) ( ) Dividends allocated to shareholders (parent) (9 731) (7 753) Dividends paid to minority of consolidated company (272) (570) Increase in capital Income from bond issued Repayment of loans (21 560) ( ) Other flow from funding operations 470 Flow related to discontinued activities (727) Net cash flow from financing activities (24 905) Effect of foreign exchange rate change (829) (1 166) Changes in cash position (10 313) Opening cash and marketable securities position Opening overdraft position (22 402) (16 801) Opening cash and cash equivalents Closing cash and marketable securities position Closing overdraft position (22 867) (22 402) Closing cash and cash equivalents CHANGE IN CASH POSITION (10 313) STATEMENT OF RECOGNIZED INCOME AND EXPENSES OF THE YEAR ENDED (Euros 000 omitted) Exchange differences on translation of foreign operations (31 345) (18 447) Cash flow hedge gains (losses) taken to equity Remeasurement of available-for-sale financial assets (1 236) (2 230) Remeasurement of assets Income and expenses recognized directly through equity (32 536) (19 938) Net profit for the period Total recognized income and expenses for the period Equity holders of the company Minority interests

8 BOARD OF DIRECTORS Chairman of the Board: Mr François DELACHAUX Directors: Mr Patrick BOMMART Mrs Marie DELACHAUX Mr Stéphane DELACHAUX Mr Michel SARAZIN Mr Emmanuel THILLAYE DU BOULLAY GENERAL MANAGEMENT Managing Director: Mr Jean-Pierre COLLIAUT FINANCIAL COMMUNICATION Chairman of the Board Mr François DELACHAUX Managing Director Mr Jean-Pierre COLLIAUT AUDITORS KPMG MAZARS DISTRIBUTION OF CAPITAL AND VOTING RIGHTS at December 31, 2008 capital VOTING RIGHTS SOGREPAR 57,69 % 71,53 % ( DELACHAUX Holding family) Others nominative shares 0,68 % 0,60 % Public 41,63 % 27,87 % 119, avenue Louis Roche - B.P GENNEVILLIERS CEDEX - FRANCE Tél (0) Fax + 33 (0) delachomgt@delachaux.fr ComFinance & Partners - Michigan Design (0) photo : Ayvengo- fotolia