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 2004
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
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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
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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. German Press Release issued March 1, 2004 regarding 2003 financial
information.
EXHIBIT 1
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SGL Carbon: Profit from operations for 2003
up significantly year-on-year
Net loss widens due to one-time charges affecting net financing costs
Wiesbaden, March 1, 2004. The SGL Carbon Group recorded sales revenue for 2003
of around (euro)1.05 billion (2002: (euro)1.11 billion). Sales revenue was hit
by declining demand in a number of business areas due to economic factors, as
well as the slide of the US dollar against the euro. Adjusted for currency
translation effects, sales revenue increased slightly.
Profit from operations up sharply
At its meeting today, the Supervisory Board approved the annual financial
statements. SGL Carbon's profit from operations before costs relating to
antitrust proceedings and restructuring was up around one-third year-on-year at
(euro)39 million (2002: (euro)29 million). The profit from operations after
restructuring expenses also improved by around 45 percent on the previous year,
to approximately (euro)29 million. As part of its review of all provisions for
antitrust risks, the Company increased the provision set up in Q3/2003 for the
fine relating to its non-core Graphite Specialties activities to just under
(euro)20 million. SGL Carbon believes that the fine of (euro)23.6 million
imposed on the Company by the European Commission in December 2003 is
unjustified and has appealed to the European Court. The profit from operations
after all one-time expenses was well up on the previous year at (euro)9 million
(2002: loss of (euro)2 million).
Net financing costs hit by one-time charges
Interest on borrowings and the interest component of the addition to pension
provisions remained unchanged year-on-year at (euro)37 million in total. All in
all, net financing costs for 2003 amounted to (euro)73 million. The difference
of (euro)36 million is largely due to the following one-time factors: the
successful refinancing at the start of 2004 meant that the remaining costs from
the previous financing package amounting to (euro)16 million had to be
derecognized. Net financing costs were also affected to the tune of (euro)20
million by the non-cash imputed interest on liabilities arising from the North
American antitrust proceedings ((euro)6 million) and an interest charge on the
disputed European antitrust proceedings ((euro)6 million), as well as other
charges ((euro)8 million).
Net loss increased
As a result of the clear turnaround in our business in the USA, SGL Carbon has
recognized a first portion of the loss carryforwards there on the basis of a
conservative estimate. This resulted in a tax income of (euro)10 million. Due to
the substantial one-time costs relating to refinancing and antitrust
proceedings, the net loss widened significantly year-on-year to around (euro)50
million (2002: (euro)24 million). SGL Carbon will present the comprehensive
figures for 2003 at its annual press conference on March 16, 2004 in Frankfurt
am Main.
A confident outlook for fiscal 2004
SGL Carbon expects a moderate economic recovery in 2004. Due to further
restructuring and efficiency-enhancing measures, higher prices for graphite
electrodes and demand-driven improvements in results at Graphite Specialties and
SGL Technologies, the Company is forecasting a substantial increase in its
profit from operations in the current fiscal year.
No offer:
This announcement does not constitute an offer to sell, or a solicitation of an
offer to buy or sell, any securities of SGL Carbon. Securities may not be
offered or sold in the United States absent registration or an exemption from
registration; any public offering of securities in the United States must be
made by means of a prospectus that may be obtained from the issuer and that
contains detailed information about the company and management as well as
financial statements.
Forward-looking statements:
This press release contains forward-looking statements. These statements reflect
the current belief of SGL Carbon's management as well as assumptions made by,
and information available to, the SGL Group. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
future results and developments could differ materially from those set forth in
these statements due to various factors. These factors include changes in the
general economic and competitive situation, particularly in SGL Carbon's
businesses and markets; changes resulting from acquisitions and the subsequent
integration of companies; and changes resulting from restructuring measures. In
addition, future results and developments could be affected by the performance
of financial markets; fluctuations in exchange rates; changes in national and
supranational law, particularly with regard to tax regulations; and other risks
and uncertainties, including those detailed in SGL Carbon's filings with the
U.S. Securities and Exchange Commission. SGL Carbon assumes no obligation to
update forward-looking statements.
2
Profit from operations
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(euro)m 2003 2002 Change in %
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Profit from operations before costs relating to antitrust 39 29 +34
proceedings and restructuring
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Restructuring expenses -10 -9 +11
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Profit from operations before costs relating to antitrust 29 20 +45
proceedings
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Costs relating to antitrust proceedings -20 -22 -9
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Profit from operations 9 -2 -
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Net financing costs
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(euro)m 2003 2002
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Interest on borrowings -27 -27
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Interest component of addition to pension provisions -10 -10
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Refinancing expenses -16 0
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Imputed interest on antitrust liabilities in North America -6 3
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Deferred interest from European antitrust proceedings -6 0
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Other1 -8 8
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Net financing costs -73 -26
thereof non-cash -27 4
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1 Relates primarily to net investment income, interest income, deferred costs
arising from the convertible bond, the exchange rate effect on the liabilities
for the North American antitrust proceedings, and expenses for EU guarantees. In
2002, this item included positive valuation effects of around (euro)12 million
in relation to the North American antitrust liabilities and the fair value
measurement of derivatives.
For further information, please contact:
Corporate Communications / Media Relations / Stefan Wortmann
Tel.: +49 (0) 611 60 29 105 / Fax: +49 (0) 611 60 29 101 /
Mobile: +49 (0) 170 540 2667
e-mail: stefan.wortmann@sglcarbon.de / Internet: www.sglcarbon.de
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 1, 2004 By: /s/ Robert J. Kohler
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Name: Robert J. Koehler
Title: Chairman of the Board of Management
By: /s/ Dr. Bruno Toniolo
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Name: Dr. Bruno Toniolo
Title: Member of the Board of Management