Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of: March 2006
SGL CARBON Aktiengesellschaft
(Name of registrant)
Rheingaustrasse 182
65203 Wiesbaden
Germany
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F __X__ Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the SEC
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ____ No __X__
If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Exhibit Index
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1. February 9, 2006 German Press Release - Chinese Joint Venture
2. March 7, 2006 German Press Release - 2005 Results Summary
3. March 9, 2006 German Press Release - 2005 Results
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SGL CARBON Aktiengesellschaft
Date: March 9, 2006 By: /s/ Robert J. Kohler
-------------------------------
Name: Robert J. Koehler
Title: Chairman of the Board of
Management
By: /s/ Sten Daugaard
-------------------------------
Name: Mr. Sten Daugaard
Title: Member of the Board of
Management
SGL Carbon Signs Joint Venture Agreement in China
o Production of Graphite Foils for the Rapidly Growing Asian Market
Wiesbaden, Germany, February 9, 2006. SGL Carbon recently signed a joint venture
agreement with the Chinese firm Sinyuan Industrial Material Co. Ltd., located in
Ningbo, south of Shanghai. The agreement covers the manufacture of expanded
graphite products for the Asian market. Ownership shares of the joint venture,
called SSG Ningbo Co., Ltd., are held 60 percent by SGL Carbon and 40 percent by
Sinyuan.
SGL Carbon brings its longstanding production and management experience to the
joint venture. The goal in China is to now expand SGL's position as a leading
manufacturer of expanded graphite, with plants in the US and Europe, to Asia as
well. The products are utilised in particular in the rapidly growing Asian
automotive industry, the electronics industry, the chemical industry, as well as
in power engineering and refineries.
Sinyuan is one of China's leading manufacturers of graphite materials for the
sealing industry. This company brings into the joint venture its production
facilities, which have been in operation since 2000, as well as its customer
relationships.
Important Notice:
This document contains statements on future developments that are based on
currently available information and that involve risks and uncertainties that
could lead to actual results deviating from these forward-looking statements.
These risks and uncertainties include, for example, unforeseeable changes in
political, economic and business conditions, particularly in the area of
electrosteel production, the competitive situation, interest rate and currency
developments, technological developments and other risks and unanticipated
circumstances. We see other risks in price developments, unexpected developments
relating to acquired and consolidated companies, ongoing restructuring measures
and unforeseeable occurrences in conjunction with the reviews to be performed by
the European antitrust authorities. SGL Carbon does not intend to update these
forward-looking statements.
Your contact:
-------------
Corporate Communications / Press Office / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 6 11 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de
Successful Business Year 2005
o Sales +13% to (euro)1,069 million
o EBIT-improvement +91% to (euro)113 million
o Net debt reduced from (euro)322 million to (euro)265 million
o Further earnings increases expected for 2006
Wiesbaden, March 07, 2006. Immediately following the supervisory board meeting
approving the financial statements for the fiscal year 2005, SGL Carbon is
announcing key figures for 2005. The Company had a successful business year in
2005. Group sales increased by 13% to (euro)1,068.8 million, EBIT increased by
91% to (euro)112.8 million. The return on sales accordingly increased from 6.3%
in 2004 to 10.6% in 2005.
All three business units contributed to the favourable operational development.
Pre tax profit showed a turnaround from a loss of (euro)-2.9 million to a profit
of (euro)47.2 million. Net profit was improved to (euro)28.1 million (2004:
(euro)-4.5 million). Earnings per share increased from a loss of (euro)-1.66 to
a positive (euro)0.50. The net profit and positive free cash-flow were used to
optimise the balance sheet structure, in particular to reduce debt. Net debt
therefore decreased from (euro) 321.6 million at the end of 2004 to (euro)264.7
million at the end of 2005, thus clearly surpassing the Company's target of
below (euro)300 million. Gearing was subsequently reduced from 1.2 to 0.8, the
equity ratio improved from 20.3% to 27.2%.
Due to the favorable outlook in most customer industries and a good start to the
new year SGL Carbon expects to be able to grow sales and earnings in 2006 once
again.
At the annual press conference on March 09, 2006 the Company will
1) elaborate on the results of the fiscal year 2005
2) provide an outlook for the first quarter and the full fiscal year 2006 as
well as
3) explain the further strategic direction of SGL Carbon
Important Notice:
This document contains statements on future developments that are based on
currently available information and that involve risks and uncertainties that
could lead to actual results deviating from these forward-looking statements.
These risks and uncertainties include, for example, unforeseeable changes in
political, economic and business conditions, particularly in the area of
electrosteel production, the competitive situation, interest rate and currency
developments, technological developments and other risks and unanticipated
circumstances. We see other risks in price developments, unexpected developments
relating to acquired and consolidated companies, ongoing restructuring measures
and unforeseeable occurrences in conjunction with the reviews to be performed by
the European antitrust authorities. SGL Carbon does not intend to update these
forward-looking statements.
Your contact:
------------
Corporate Communications / Press Office / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 6 11 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de
Successful Business Year 2005
o Sales +13% to (euro)1,069 million
o EBIT-improvement +91% to (euro)113 million
o Net debt reduced from (euro)322 million to (euro)265 million
o Further earnings increases expected for 2006
Wiesbaden, March 9, 2006. The economic upswing of our main customer industries
had a strong positive effect on SGL Carbon's business development in the fiscal
year 2005. For example, group sales increased by 13% to (euro)1,068.8 million.
This was due in part to volume growth of 7% while price increases had an effect
of 6%. Foreign currency shifts had no impact on group sales. Within the
framework of our cost cutting initiative SGL Excellence savings of (euro)21
million were realised in the fiscal year 2005. Accordingly, EBIT increased more
than proportionately to sales growth, recording an improvement of 91% to
(euro)112.8 million. Group return on sales therefore increased from 6.3% in 2004
to 10.6% in 2005, meaning that our mid term goal of 8-10% announced at the
annual general meeting in 2005 was already surpassed. All three business units
contributed to the favorable operational development.
Earnings per share in clearly positive territory
The financial result amounted to (euro)-65.6 million in 2005. The increase of
(euro)3.7 million compared to the 2004 result was mainly due to one-time and
partially non-cash items. These resulted from the reduction of the US-dollar
credit line and the early payment of the North American antitrust liabilities.
Further reasons for higher interest expenses were the interest expenses for our
8.5% interest-bearing corporate bond, which were not included until mid-February
2004 as well as interest rate derivatives, which had been settled in cash. These
effects were not compensated by reduced interest payments resulting from a lower
financial debt in 2005, but these will have a noticable impact in 2006.
Despite higher burdens from the financial result, SGL Carbon was able to deliver
a considerable turnaround into positive territory in its pre tax result and net
profit. Pre tax earnings improved from (euro)-2.9 million to (euro)47.2 million.
After taxes (tax rate 40%) net profit for the year amounted to (euro)28.1
million (2004: (euro)-4.5 million). Including the loss contribution from the
corrosion protection business sold early 2005, the net loss in 2004 was even
higher at (euro)86.3 million. Earnings per share was (euro)0.50 in fiscal year
2005 (2004: (euro)-1.66).
Net debt considerably lower than anticipated
The net profit and positive free cash-flow were used to optimise the balance
sheet structure, in particular to reduce debt. Accordingly, net debt decreased
from (euro)321.6 million at the end of 2004 to (euro)264.7 million at the end of
2005, thus clearly surpassing the Company's target of below (euro)300 million.
The reduction was the result of full redemption of our convertible bond, the
decrease in the US-dollar credit line and the scheduled amortisation of our
European loans. Gearing was improved from 1.2 to 0.8. The improved equity ratio
of 27.2% compared to 20.3% in the previous year proves that SGL Carbon now
possesses a solid balance sheet structure.
At (euro)87.7 million, operating cash flow was (euro)9.7 million lower than in
2004 due to higher interest payments resulting from the corporate bond and
increased tax payments. Free cash flow (before antitrust payments) was unchanged
at (euro)57.1 million compared to 2004.
Headcount virtually unchanged
The SGL Carbon Group had a total of 5,263 employees at the end of 2005,
comparable to the same level at the end of 2004. While the headcount in Carbon &
Graphite decreased, new jobs were created within Specialties in Asia. At SGL
Technologies, the number of staff increased by 8% due to the increase in brake
disc production in Germany and as a result of strong demand for our products at
the American company Hitco.
Improvements in all three Business Units
Carbon and Graphite (CG): Return on sales increases from 15% to 19%
Especially due to favorable cyclical conditions in the steel industry, CG sales
increased 15% to (euro)644 million (2004: (euro)562 million) with volumes
contributing 7% to the sales growth and price increases having an effect of 8%.
Average prices for our key product Graphite Electrodes rose by 13% in US-dollar
terms and by 5% in Euro terms with shipments in 2005 reaching a record level of
222,000 (2004: 209,000). Business in Cathodes for the aluminium industry as well
as in furnace linings for integrated furnaces developed favorably as well while
our Carbon Electrode business remained stable. EBIT in CG increased more than
proportionately to sales by 42% to (euro)122 million, resulting in an increase
of the EBIT-margin from 15% to 19%. In addition to the strong sales growth, cost
cutting programs with savings of (euro)13 million had a positive effect on
earnings growth.
Specialties (S): Return on sales substantially increase once again
Sales in the Business Unit S grew by around 7% from (euro)246 million to
(euro)263 million. All customer industries provided positive growth impulses.
Above average growth was recorded in invoiced orders in the area Process
Technology, which was initially consolidated in the business unit Specialties in
2005. Regionally, Asia and North America showed the strongest growth. In 2005
two additional subsidiaries were founded in India and China as part of our
further expansion into Asia. This business unit's EBIT increased by 43% in 2005,
from (euro)14 million to (euro)20 million supported by site specific product
alignments and the expansion of production in Poland on the cost side.
Accordingly, the EBIT margin strengthened from 6% in 2004 to almost 8% in 2005.
Cost savings from the SGL Excellence program amounted to (euro)5 million in the
fiscal year 2005.
SGL Technologies (T): Significant increase in demand
Sales in SGL Technolgies increased by 19% from (euro)134 million to (euro)159
million due to rising demand in the Carbon-Ceramic Brake Discs, Carbon Fibers,
and Industrial Composites. Significant strategic milestones for this business
unit in 2005 were the cooperation agreement with Audi for further development of
the Carbon-Ceramic Brake Disc and the strategic alliance with Mitsubishi Rayon
in Carbon Fiber production. The EBIT in this business unit improved to just
above the break even level (2004: (euro)-11 million). In addition to operational
improvements and higher cost efficiency, the increase in EBIT was also supported
by an earnings contribution from the Audi cooperation agreement.
Corporate Costs significantly below previous year
Corporate Costs were reduced by (euro)1.9 million to (euro)28.8 million in the
reported year. Excluding the costs associated with the necessary implementation
of control systems for financial reporting in accordance with the US Sarbanes
Oxley Act, Corporate Costs would have recorded an even stronger decline.
Outlook: Further sales and earnings increases expected for 2006
SGL Carbon remains optimistic for 2006 encouraged by the confidence in most
customer industries. The first quarter 2006 has so far developed very favorably
and quaterly EBIT should record an increase of approx. 30% compared to the first
quarter 2005. For the full year 2006 SGL Carbon expects group turnover slightly
above the already high 2005 level. EBIT is expected to grow more than
proportionately to sales, posting a low double digit increase below the growth
rate of the first quarter 2006. Given the expected improvement in the financial
result, pre tax earnings and net profit in 2006 should record a stronger growth
than EBIT and increase more than 50%. This development will have a positive
impact on cash flow and further debt reduction and thus build the foundation for
further improvements in our corporate ratings for 2006 and beyond. The Company
envisages further growth potential especially in Asia as well as from a number
of new market opportunities for our technology products in the mid term.
Key figures of the SGL Carbon Group
(audited / in (euro) million)
Fiscal Year
-----------
2005 2004 Change
--------------------------------------------------------------------------------
Sales 1,068.8 944.0 +13.2%
--------------------------------------------------------------------------------
EBITDA 177.9 126.6 +40.5%
--------------------------------------------------------------------------------
EBIT 112.8 59.0 +89.9%
--------------------------------------------------------------------------------
Return on Sales (1) 10.6% 6.3% -
--------------------------------------------------------------------------------
Financial Result -65.6 -61.9 -5.8%
--------------------------------------------------------------------------------
Pre tax profit 47.2 -2.9 -
--------------------------------------------------------------------------------
Net profit/loss from continuing operations 28.1 -4.5 -
--------------------------------------------------------------------------------
Net loss from discontinued operations 0.0 -81.8 -
--------------------------------------------------------------------------------
Net profit/loss 28.1 -86.3
--------------------------------------------------------------------------------
Earnings per share (in (euro)) 0.50 -1.66
--------------------------------------------------------------------------------
Operating cash flow (2) 87.7 97.4
--------------------------------------------------------------------------------
(1) EBIT divided by sales
(2) Before antitrust payments, adjusted for currency effects
31. Dec. 31. Dec.
2005 2004 Change
--------------------------------------------------------------------------------
Total assets 1,183.3 1,315.7 -10.1%
--------------------------------------------------------------------------------
Equity 322.1 267.3 +20.1%
--------------------------------------------------------------------------------
Net debt 264.7 321.6 -17.7%
--------------------------------------------------------------------------------
Gearing (3) 0.8 1.2 -
--------------------------------------------------------------------------------
Equity ratio (4) 27.2% 20.3% -
--------------------------------------------------------------------------------
Capex 44.7 46.3 %
--------------------------------------------------------------------------------
Depreciation 65.1 67.6 +4.5%
--------------------------------------------------------------------------------
Number of employees (at year end) 5,263 5,265 0%
--------------------------------------------------------------------------------
(3) Net debt divided by equity
(4) Equity divided by total assets
Remarks:
- Effective January 6, 2005, SGL Carbon concluded the sale of its investment in
SGL ACOTEC GmbH, which included the Company's Surface Protection business. The
effects resulting from this transaction were already recognised in the annual
financial statements for 2004. The Process Technology (PT) business remaining in
the Group was integrated within the Specialties (S) Business Area together with
the Graphite Specialties (GS) business. Only the comparable results of
continuing operations are presented in this report.
- The revised IAS 1 "Presentation of financial statements" defines a
presentation of current and non-current assets and liabilities as separate
groups in the balance sheet. The standard must be used for reporting periods of
a fiscal year beginning on January 1, 2005 or later. The Company's consolidated
balance sheet was structured accordingly and the previous years' figures
adjusted.
- In the Company's consolidated financial statements of December 31, 2005 all
subsidiaries and two joint ventures were fully consolidated. As on December 31,
2004, the company had not included 18 subsidiaries and two joint ventures in
consolidation and had accounted for them at cost. Prior year presentation was
retrospectively adjusted, the effect of which was (euro)0.9 million on both the
balance sheet total and the net profit.
- According to IFRS 2, share-based payments such as stock option plans and share
bonus programs for employees and members of senior management are included under
staff costs effective January 1, 2005. The 2004 numbers have been
retrospectively adjusted for these costs to make them comparable to the 2005
results.
- As already discussed at the annual press conference in March 2005, the
extraordinary restructuring measures have now been largely completed. Therefore,
profit from operations (EBIT) no longer includes a separate presentation of
restructuring expenses.
Important Notice:
This document contains statements on future developments that are based on
currently available information and that involve risks and uncertainties that
could lead to actual results deviating from these forward-looking statements.
These risks and uncertainties include, for example, unforeseeable changes in
political, economic and business conditions, particularly in the area of
electrosteel production, the competitive situation, interest rate and currency
developments, technological developments and other risks and unanticipated
circumstances. We see other risks in price developments, unexpected developments
relating to acquired and consolidated companies, ongoing restructuring measures
and unforeseeable occurrences in conjunction with the reviews to be performed by
the European antitrust authorities. SGL Carbon does not intend to update these
forward-looking statements.
Your contact:
-------------
Corporate Communications / Press Office / Stefan Wortmann
Tel. : +49 611 60 29 105 / Fax : +49 611 60 29 101 / Mobil : +49 170 540 2667
e-mail : stefan.wortmann@sglcarbon.de / Internet : www.sglcarbon.de