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Deceuninck NV

Interim / Quarterly Report Aug 17, 2018

3938_rns_2018-08-17_506d01eb-7b8c-499e-b108-5b2727eadae5.pdf

Interim / Quarterly Report

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Half Year Financial Report 2018

TABLE OF CONTENTS

1. Management Report 3
1.1.
Key figures
3
1.2.
Analysis of the results
4
1.3.
Outlook

6
1.4.
Risks and uncertainties
6
2. Interim condensed consolidated financial statements
7
2.1 Consolidated income statement 7
2.2 Consolidated statement of comprehensive income 8
2.3 Consolidated statement of financial position
9
2.4 Consolidated statement of changes in equity
10
2.5 Consolidated statement of cash flows
11
3. Statement of the Board of Directors
20
4. Report of the statutory auditor
21

1. Management Report

1.1. Key figures

CONSOLIDATED INCOME STATEMENT 30 June 2017 30 June 2018
(in € million) Unaudited Unaudited
Sales 338,7 341,5
Gross profit 98,7 102,3
Gross-margin (%) 29,1% 29,9%
EBITDA 33,3 36,1
Adjusted EBITDA 32,7 36,1
EBIT 18,5 21,0
Net profit 8,2 7,5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 December 2017 30 June 2018
(in € million) Audited Unaudited
Equity 257,6 253,9
Net debt 118,3 126,3
Total Assets 558,6 591,0
Capital expenditure 54,2 28,7
Working capital 135,9 140,2
Capital employed 418,2 424,3
RATIOS 30 June 2017 30 June 2018
Net profit/sales 2,4% 2,2%
Adjusted EBITDA/sales 9,7% 10,6%
Net debt/LTM Adjusted EBITDA 1,66 1,80
EBIT/Capital employed 4,4% 5,0%
HEADCOUNT 31 December 2017
Audited
30 June 2018
Unaudited
Total Full Time Equivalents (FTE) 3.927 3.976

1.2. Analysis of the results

H1 2018 highlights

  • H1 2018 sales increased 0.8% to € 341.5 million with strong sales in Emerging Markets and in the US. Price increases to mitigate higher raw material prices, inflation and unfavourable FX effects have been implemented.
  • Adjusted EBITDA increased to € 36.1 million (H1 2017: € 32.7 million), mainly thanks to a strong performance in North America as well as in Turkey and Emerging Markets, driven by higher volumes (thanks to both new customer acquisitions and market growth), the payback from investments done in recent years, and price increases offsetting higher raw material prices and inflation. As a result, Adj. EBITDA-margin increased to 10.6% versus 9.7% in H1 2017.
  • Net profit decreased to € 7.5 million (H1 2017: € 8.2 million) as the € 3.4 million higher Adj. EBITDA has been offset by € 2.9 million higher financial charges, which are mainly explained by the devaluation of the Turkish Lira, and one-off effects.
  • Net financial debt on 30 June 2018 amounted to € 126.3 million compared to € 108.3 million on 30 June 2017, resulting in a net financial debt / LTM Adj. EBITDA ratio of 1.8x.
  • Strategic investments are on track. Efficiency gains in Turkey and the improvement of the underlying business performance in the US are showing that the investments from recent years are starting to pay off.

Francis Van Eeckhout, CEO, comments:

"We are in general pleased with the progress we made in the first half of 2018 despite the significant headwind we continue to get from raw materials, currencies and the volatility in the Turkish market. Recent investments are paying off and our innovations are well received by the market. We continue to work on further reducing the ecological footprint of our products."

% OF SALES TOTAL H1 WESTERN
EUROPE
CENTRAL &
EASTERN
EUROPE
TURKEY &
EMERGING
MARKETS
NORTH
AMERICA
SALES (in € million) 2017 338,7 91,7 81,1 101,5 64,4
Volume 4,1% (3,2%) (5,0%) 5,9% 5,4%
Exchange rate (10,1%) (0,3%) (1,2%) (25,3%) (11,3%)
Other (price & mix) 6,8% 3,8% 3,2% 25,7% 3,7%
Total 0,8% 0,2% (2,9%) 6,3% (2,2%)
SALES (in € million) 2018 341,5 91,9 78,8 107,9 63,0

Markets and sales

In H1 2018 Deceuninck realized € 341.5 million sales, compared to € 338.7 million in H1 2017.

Sales in Western Europe stabilized at € 91.9 million (H1 2017: € 91.7 million). Volume growth in nearly all countries has been offset by a significant decline in Belgium, partially as people have delayed the purchase of a new home till new fiscal regulations entered into force on June 1st 2018. Price increases have been implemented to cover for higher raw material prices and inflation.

In Central and Eastern Europe sales decreased 2.9% to € 78.8 million (H1 2017: € 81.1 million), as lower volumes (mainly in Germany and the Czech Republic) and the weakening of the RUB (-14.7% vs H1 2017) have only partially been compensated by price increases which are necessary to cover for higher raw material prices and inflation.

Sales in Turkey & Emerging Markets increased 6.3% to € 107.9 million (H1 2017: € 101.5 million) thanks to higher volumes on the Turkish domestic market and strong business development in Emerging Markets.

North America realised strong volume growth (+5.4%) thanks to strong business development and new customers joining Deceuninck. This was however offset by the weakening of the USD (-11% vs H1 2017).

Operating and financial results

Adjusted EBITDA increased to € 36.1 million (H1 2017: € 32.7 million), mainly thanks to a strong performance in Turkey and Emerging Markets as well as in North America, driven by higher volumes (thanks to both new customer acquisitions and market growth), the payback from investments done in recent years, and price increases offsetting higher raw material prices and inflation. As a result, Adj. EBITDA-margin increased to 10.6% versus 9.7% in H1 2017.

The Operating Result (EBIT) amounted to € 21.0 million (H1 2017: € 18.5 million), as the increase in Adjusted EBITDA is partially offset by an increase in depreciation expenses from € 14.7 million in H1 2017 to € 15.0 million in H1 2018.

The Financial result amounted to € (9.9) million (H1 2017: € (7.0) million). This increase is explained by the higher financial debt, higher FX-losses on EUR-denominated loans in Turkey and higher interest rates on TRY-denominated loans.

Income tax expenses remained stable at € (3.6) million (H1 2017: € (3.3) million).

As a consequence of the above, net profit in H1 2018 decreased slightly to € 7.5 million (€8.2m in H1 2017).

Balance Sheet

Working capital on 30 June 2018 slightly increased to 20.3% of LTM sales compared to 19.9% on 30 June 2017, which is mainly explained by higher inventory levels in Western Europe (to ensure service levels during SAP transition) and in the US (to ensure service levels while being confronted with a very tight labour market), and by the negative impact of price increases (necessary to compensate for the devaluation of the Turkish Lira) on working capital. This is partially offset by the related trade payables, the decision to evolve to longer payment terms granted by raw materials suppliers, and an optimisation of customer payment terms. Factoring at the end of June 2018 amounted to € 30.2 million (vs € 35.8 million end of June 2017).

Capital expenditures in H1 2018 amounted to € 28.7 million compared to € 24.4 million in H1 2017.

Net financial debt on 30 June 2018 amounted to € 126.3 million compared to € 108.3 million on 30 June 2017, resulting in a net financial debt / LTM Adj. EBITDA ratio of 1.8x.

1.3. Outlook

Supported by available market research1 , we expect global demand for vinyl and hybrid window systems to continue to grow at superior rates, on the back of superior insulation, cost-effectiveness, low maintenance and improved aesthetics.

Although we believe the long term fundamentals for Turkey remain solid, we take into account that there might be a slowdown in the 2nd half of 2018.

In addition we anticipate continued headwind from raw material prices and adverse currency movements. We continue to take the necessary actions which are expected to restore margins over time.

1.4. Risks and uncertainties

With reference to the risks and uncertainties, management refers to the following sections of the Annual Report 2017:

  • Internal control and risk management systems (pp. 84 88)
  • Consolidated financial statements and notes: Note 23. Risk Management (pp. 153 156 )

These risks remain valid for the first half of the financial year 2018.

1 Global Market Insights, Window and Door System Market Report, 2024; The Freedonia Group: Windows Market in the US, 2017

2. Interim condensed consolidated financial statements

2.1 Consolidated income statement

FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2017 2018
(in € thousand) Notes Unaudited Unaudited
SALES 2 338.712 341.516
Cost of goods sold (240.055) (239.248)
GROSS PROFIT 98.656 102.269
Marketing, sales and distribution expenses (53.968) (54.750)
Research and development expenses (4.288) (4.317)
Administrative and general expenses (22.199) (22.336)
Other net operating result 328 167
OPERATING PROFIT (EBIT) (*) 18.528 21.032
Financial charges (12.110) (12.053)
Financial income 5.123 2.119
PROFIT BEFORE TAXES (EBT) 11.541 11.098
Income taxes 4 (3.303) (3.602)
NET PROFIT 8.238 7.496

(*) EBIT includes depreciation and amortization for a total amount of € 15,0 million (H1 2017: € 14,7 million). EBITDA (€ 36,1 million, € 33,3 million for H1 2017) is calculated as EBIT (€ 21,0 million, € 18,5 million for H1 2017) excluding the depreciation and amortization expenses.

THE NET PROFIT IS ATTRIBUTABLE TO
(in € thousand)
2017 2018
Shareholders of the parent company 7.829 7.132
Non-controlling interests 408 364
EARNINGS PER SHARE DISTRIBUTABLE TO THE
SHAREHOLDERS OF THE PARENT COMPANY (in €)
2017 2018
Basic earnings per share 0,06 0,05
Diluted earnings per share 0,06 0,05

2.2 Consolidated statement of comprehensive income

2017 2018
FOR THE SIX MONTH PERIOD ENDED 30 JUNE (in € thousand) Unaudited Unaudited
NET PROFIT 8.238 7.496
Currency translation adjustments (13.094) (9.410)
Income tax impact 1.526 (362)
Net other comprehensive income potentially to be reclassified to profit
or loss in subsequent periods (11.568) (9.772)
Actuarial gains/ (losses) on defined benefit plans (953) 2.029
Income tax impact 191 (77)
Net other comprehensive income not to be reclassified to profit or loss
in subsequent periods (763) 1.952
OTHER COMPREHENSIVE INCOME (+) / LOSS (-) (12.331) (7.819)
TOTAL COMPREHENSIVE INCOME (+) / LOSS (-) (4.093) (323)
THE TOTAL COMPREHENSIVE INCOME (+) / LOSS (-) IS ATTRIBUTABLE TO 2017 2018
(in € thousand) Unaudited Unaudited
Shareholders of the parent company (3.591) (308)
Non-controlling interests (502) (15)

2.3 Consolidated statement of financial position

31 December 2017 30 June 2018
(in € thousand) Notes Audited Unaudited
Assets
Intangible fixed assets 6.119 6.462
Goodwill 10.677 10.654
Tangible fixed assets 252.945 257.081
Financial fixed assets 65 99
Deferred tax assets 10.707 8.874
Long-term receivables 1.765 929
Non-current assets 282.278 284.100
Inventories 114.342 136.194
Trade receivables 109.036 117.538
Other receivables 9.422 9.851
Cash and cash equivalents 5 41.993 41.951
Fixed assets held for sale 1.529 1.370
Current assets 276.322 306.904
Total assets 558.600 591.004
Equity and liabilities
Issued capital 53.788 53.868
Share premiums 87.887 88.120
Consolidated reserves 207.923 210.698
Cash flow hedge reserve - -
Actuarial gains / losses (6.291) (4.339)
Treasury shares (115) (560)
Currency translation adjustments (87.957) (96.545)
Equity excluding non-controlling interest 255.235 251.242
Non-controlling interest 2.601 2.647
Equity including non-controlling interest 257.626 253.888
Interest-bearing loans 129.599 131.513
Long-term provisions 27.811 25.041
Deferred tax liabilities 1.684 1.867
Non-current liabilities 159.094 158.421
Interest-bearing loans 30.720 36.726
Trade payables 87.488 113.581
Tax liabilities 5.048 5.654
Employee related liabilities 13.114 13.954
Short-term provisions 1.616 1.453
Other liabilities 3.895 7.325
Current liabilities 141.881 178.694
Total equity and liabilities 558.600 591.004
(in € thousand) ISSUED CAPITAL SHARE PREMIUMS CONSOLIDATED
RESERVES
CASH FLOW HEDGE
RESERVE
ACTUARIAL GAINS / LOSSES TREASURY SHARES TREASURY SHARES
HELD IN
SUBSIDIARIES
CURRENCY
TRANSLATION
ADJUSTMENTS
TOTAL EQUITY
ATTRIBUTABLE TO
SHAREHOLDERS OF
THE PARENT
COMPANY
NON-CONTROLLING
INTEREST
TOTAL
AS PER 31 DECEMBER 2016 (Audited) 53.393 87.056 198.954 (91) (6.173) (320) - (61.176) 271.644 3.395 275.039
Net income (loss) for the current period 7.829 7.829 408 8.237
Other comprehensive income / loss (763) - (10.657) (11.420) (911) (12.331)
TOTAL COMPREHENSIVE INCOME (+) / LOSS (-) - - 7.829 - (763) - - (10.657) (3.591) (503) (4.094)
Capital increase 348 738 1.086 1.086
Exercise of options (4) (4) (4)
Share based payments 256 256 256
Dividend paid (4.127) (4.127) (4.127)
Transfer (91) 9
1
- -
AS PER 30 JUNE 2017 (Unaudited) 53.741 87.794 202.821 - (6.936) (324) - (71.833) 265.264 2.892 268.156

2.4 Consolidated statement of changes in equity

(in € thousand) ISSUED CAPITAL SHARE PREMIUMS CONSOLIDATED
RESERVES
CASH FLOW HEDGE
RESERVE
ACTUARIAL GAINS / LOSSES TREASURY SHARES TREASURY SHARES
HELD IN
SUBSIDIARIES
CURRENCY
TRANSLATION
ADJUSTMENTS
TOTAL EQUITY
ATTRIBUTABLE TO
SHAREHOLDERS OF
THE PARENT
COMPANY
NON-CONTROLLING
INTEREST
TOTAL
AS PER 31 DECEMBER 2017 (Audited) 53.788 87.887 207.923 (6.291) (115) (210) (87.957) 255.025 2.601 257.626
Net income (loss) for the current period 7.132 7.132 364 7.496
Other comprehensive income / loss (804) 1.952 (8.588) (7.440) (380) (7.820)
TOTAL COMPREHENSIVE INCOME (+) / LOSS (-) - - 6.328 - 1.952 - - (8.588) (308) (16) (324)
Capital increase 8
0
232 1
5
328 3
6
364
Own shares purchased 163 (266) (103) (103)
Exercise of options 3
1
3
1
3
1
Non-controlling interest due to business combinations (14) (14) 1
4
(0)
Share based payments 371 371 1
1
383
Dividend paid - (4.089) (4.089) (4.089)
AS PER 30 JUNE 2018 (Unaudited) 53.868 88.120 210.698 - (4.339) (84) (476) (96.545) 251.242 2.647 253.888

2.5 Consolidated statement of cash flows

FOR THE 6 MONTH PERIOD ENDED 30 JUNE NOTES 2017 2018
(in € thousand) Unaudited Unaudited
Profit (+) / loss (-) 8.238 7.496
Depreciations & Impairment 14.744 15.036
Net financial charges 6.987 9.935
Income taxes 3.303 3.602
Inventory write-off (+ = cost / - = inc) (161) 351
Trade AR write-off (+ = cost / - = inc) (582) (483)
Operational unreal. FX result (+ = cost / - = inc) 1.696 732
Long term provisions (+ = cost / - = inc) 198 (277)
Gain / Loss on disposal of (in)tang. FA (+ = cost / - = inc) 31 (135)
GROSS OPERATING CASH FLOW 34.455 36.257
Decr / (incr) in inventories (28.993) (26.403)
Decr / (incr) in trade AR (7.734) (18.725)
Incr / (decr) in trade AP 9.852 29.287
Decr / (incr) in other operating assets/liabilities 5.671 2.795
Income taxes paid (-) / received (+) 4 (846) (781)
CASH FLOW FROM OPERATING ACTIVITIES 12.404 22.429
Purchases of (in)tangible FA (-) (24.448) (28.666)
Proceeds from sale of (in)tangible FA (+) 3.957 356
CASH FLOW FROM INVESTMENT ACTIVITIES (20.491) (28.310)
Capital incr (+) / decr (-) 1.085 57
Dividends paid (-) / received (+) (4.126) (4.063)
Financial cash cost (-) / inc (+) (3.432) (2.886)
New (+) / repayments (-) of long-term debts 1.506 6.559
New (+) / repayments (-) of short-term debts (7.239) 7.392
CASH FLOW FROM FINANCING ACTIVITIES (12.206) 7.059
Net increase / (decrease) in cash and cash
equivalents
(20.293) 1.178
Cash and cash equivalents as per beginning of period 72.425 41.993
Impact of exchange rate fluctuations (3.256) (1.219)
Cash and cash equivalents as per end of period 48.877 41.951

Notes to the interim condensed consolidated financial statements

1. Basis of presentation

These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The condensed interim financial report is in compliance with IAS 34, Interim Financial Reporting.

The interim condensed consolidated financial statements have been prepared using the same accounting policies and methods of computation as in the 31 December 2017 annual financial statements, except for the new standards and interpretations which have been adopted as of January, 2018 (see "New amended IFRS standards and IFRIC interpretations" below) and which had an impact on the interim condensed consolidated financial statements. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

New amended IFRS standards and IFRIC interpretations

The Group applies, for the first time, IFRS 15 Revenue from Contracts with Customers. As required by IAS 34, the nature and effect of these changes are disclosed below.

Several other amendments and interpretations apply for the first time in 2018, but do not have a material impact on the interim condensed consolidated financial statements of the Group:

  • Amendments to IFRS 2 Share-based Payment Classification and Measurement of Share-based Payment Transactions, effective 1 January 2018
  • IFRS 9 Financial Instruments, effective 1 January 2018
  • IFRIC Interpretation 22 Foreign Currency Transactions and Advance Considerations
  • Amendments to IAS 40 Transfers of Investment Property
  • Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts
  • Amendments to IAS 28 Investments in Associates and Joint Ventures Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice
  • Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards Deletion of short-term exemptions for first-time adopters

Standards issued but not yet effective

New and amended standards and interpretations issued but not yet effective up to the date of issuance of the Group's financial statements are listed below. The listing of standards and interpretations issued are those that the Group reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date. The Group intends to adopt these standards and interpretations when they become effective. The Group is currently investigating the impact of the new IFRS 16 Leases standard.

  • IFRS 16 Leases, effective 1 January 2019
  • Amendments to IFRS 9 Prepayment Features with Negative Compensation, effective 1 January 2019

IFRS 15 Revenue from Contracts with Customers

IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The new standard establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The

standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

The Group adopted IFRS 15 using the modified retrospective method of adoption. The effect of adopting IFRS 15 is, as follows:

FOR THE 6 MONTH PERIOD ENDED 30 JUNE Notes 2018
(in € thousand) Impact IFRS15
SALES 2 (1.091)
Cost of goods sold 108
GROSS PROFIT (983)
Marketing, sales and distribution expenses 568
Research and development expenses
Administrative and general expenses
Other net operating result
OPERATING PROFIT (EBIT) (415)
Financial charges 523
Financial income (108)
PROFIT BEFORE TAXES (EBT) -
Income taxes 4
NET PROFIT -

There is no material impact on the statement of financial position or on the statement of cash flows.

The Group is in the business of delivering window and door systems, building products and other goods to customers.

Sale of goods

The Group's contracts with customers for the sale of goods generally include one performance obligation. The Group has concluded that revenue from sale of goods should be recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the product. Therefore, the adoption of IFRS 15 did not have an impact on the timing of revenue recognition. However, the amount of revenue to be recognised was affected, as noted below.

(i) Consideration paid

The consideration paid or payable represents incentives given by the entity to entice the customer to purchase, or continue purchasing, its goods or services.

The consideration paid or payable should, under IFRS 15, be accounted for as a reduction of revenue for the amount in excess of the fair value of the distinct good or service received from the customer.

The recognition of the reduction of revenue is done when (or as) the later of either of the following events occurs:

  • Recognition of revenue for the transfer for the related goods or services
  • Payment or promise to pay the consideration (even if the payment is conditional on a future event)

This resulted in a reclassification of costs, previously recorded as sales and manufacturing support, to a deduction of revenue.

(ii) Cash discounts given and received

Prior to the adoption of IFRS 15, the Group recognized the cash discounts given to customers as a financial cost and the cash discounts received from suppliers as a financial income. Under IFRS 15, the Group recognizes the cash discounts given to customers as a deduction on revenue. Similarly the cash discounts received from the suppliers have been deducted from the costs.

2. Segment information

An operating segment is a separate business unit in the Group, which produces goods or provides specific services within a defined economic environment, whose risks and profitability differ from those of the other operating segments.

Four segments have been defined based on the location of legal entities. They include the following entities:

  1. Western Europe: Benelux, France, Italy, Spain and the United Kingdom;

  2. Central & Eastern Europe: Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Germany, Lithuania, Poland, Russia and Serbia;

  3. North America;

  4. Turkey & Emerging Markets: Australia, Brazil, Chile, Colombia, India, Mexico, Romania, Thailand and Turkey.

There are no segments aggregated in order to establish the above segments.

Transfer prices between the operational segments are based on an "at arm's length basis" equal to transactions with third parties.

The accounting policies for the operational segments are equal to these of the consolidated financial statements.

The Group identified the Executive Team as its Chief Operating Decision Maker. The segments have been defined based on the information provided to the Executive Team.

The Executive Team monitors the performance of its operational segments based on sales and EBITDA per segment.

Segment information includes results, assets and liabilities that can be attributed directly to a segment.

FOR THE 6 MONTH PERIOD
ENDED 30 JUNE
WESTERN EUROPE CENTRAL & EASTERN
EUROPE
NORTH AMERICA TURKEY &
EMERGING
MARKETS
INTERSEGMENT
ELIMINATIONS
CONSOLIDATED
(in € thousand) 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018
External sales 91.680 91.878 81.113 78.757 64.422 62.990 101.497 107.893 - (1) 338.712 341.516
Intersegment sales 5.176 6.474 2.342 2.239 433 440 2.824 1.344 (10.775) (10.496) 0 0
Total sales 96.856 98.352 83.455 80.995 64.854 63.430 104.321 109.237 (10.775) (10.497) 338.712 341.516
Adjusted EBITDA 9.196 8.000 4.044 852 7.632 7.762 11.733 19.820 124 (307) 32.730 36.126
Financial result - - - - - - - - (13) (0) (6.987) (9.935)
Income taxes - - - - - - - - - - (3.303) (3.602)
Depreciations & Impairment 5.363 6.013 3.160 3.019 3.247 3.126 2.853 2.879 121 - 14.744 15.036
Capital expenditures (Capex) (8.066) (10.505) (4.392) (5.808) (8.968) (10.556) (3.710) (2.371) 688 574 (24.448) (28.666)

Assets:

CONSOLIDATED
(in € thousand) 31 Dec 2017 30 Jun 2018
Western Europe 199.434 222.176
Central & Eastern Europe 114.344 114.193
North America 81.161 93.795
Turkey & Emerging Markets 178.467 171.498
INTERSEGMENT ASSETS 573.406 601.662
Cash and cash equivalents 41.993 41.951
Intersegment eliminations (56.799) (52.610)
TOTAL GROUP ASSETS 558.600 591.004

Liabilities:

CONSOLIDATED
(in € thousand) 31 Dec 2017 30 Jun 2018
Western Europe 59.898 73.579
Central & Eastern Europe 51.551 56.753
North America 14.801 27.994
Turkey & Emerging Markets 80.480 79.811
INTERSEGMENT LIABILITIES 206.729 238.136
Equity including non-controlling interest 257.625 253.889
Long-term interest-bearing loans 129.599 131.513
Current portion of interest bearing
borrowing 13.773 19.558
Intersegment eliminations (52.301) (49.703)
TOTAL GROUP LIABILITIES 558.600 591.004

Sales by product group is presented in the table below (in %):

FOR THE 6 MONTH PERIOD ENDED
30 JUNE
WESTERN EUROPE CENTRAL & EASTERN
EUROPE
NORTH AMERICA TURKEY & EMERGING
MARKETS
CONSOLIDATED
(in € thousand) 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018
Window and door systems 75,3% 78,8% 81,2% 81,2% 100,0% 100,0% 95,9% 95,7% 88,4% 88,6%
Outdoor living 18,4% 14,5% 6,2% 6,5% 0,0% 0,0% 0,1% 0,1% 5,6% 5,4%
Home protection 6,3% 6,8% 12,6% 12,3% 0,0% 0,0% 4,1% 4,2% 5,9% 6,0%
Total 100,0% 100,0% 100,0% 100,0% 100,0% 100,0% 100,0% 100,0% 100,0% 100,0%

There is no significant concentration of sales (>10%) with one or a limited number of Customers.

3. Seasonality of operations

Due to the seasonal nature of the construction industry, demand is higher during the spring and summer period.

4. Income taxes

The major components of income tax expense in the interim consolidated income statement are:

FOR THE 6 MONTH PERIOD ENDED 30 JUNE (in € thousand) 2017
Unaudited
2018
Unaudited
Current income tax expense (390) (1.949)
Deferred income tax expense (2.914) (1.652)
INCOME TAX REPORTED IN THE INCOME STATEMENT (3.303) (3.602)
Income tax recognized in other comprehensive income 1.717 (439)
INCOME TAX RECOGNIZED IN OTHER COMPREHENSIVE INCOME 1.717 (439)
TOTAL (1.587) (4.040)

5. Cash and cash equivalents

(in € thousand) 31 December 2017
Audited
30 June 2018
Unaudited
Cash and current bank accounts 34.247 25.366
Short term deposits 7.746 16.585
TOTAL 41.993 41.951

6. Other financial assets and financial liabilities

The Group uses the following hierarchical classification in determining and explaining the fair value of financial instruments by valuation technique.

  • Level 1: quoted (not adjusted) prices in active markets for identical assets or liabilities
  • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
  • Level 3: techniques that use input with a significant impact on the recorded fair value that is not based on observable market data.

During the reporting period ending 30 June 2018, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.

As of 31 December 2017 the Group had the following financial instruments:

31 December 2017
(in € thousand) Audited Level 1 Level 2 Level 3
FX forward contracts 255 255
Assets at fair value 255 - 255 -
FX forward contracts 1.088 1.088
Liabilities at fair value 1.088 - 1.088 -

As of 30 June 2018 the Group had the following financial instruments:

(in € thousand) 30 June 2018
Unaudited
Level 1 Level 2 Level 3
FX forward contracts 491 491
Assets at fair value 491 - 491 -
FX forward contracts 1.068 1.068
Liabilities at fair value 1.068 - 1.068 -

7. Pensions

.

Due to a decreasing number of employees applying for prepension and an increasing headcount turnover rate in Belgium, the assumptions for the prepension liability have been revised. This resulted in a decrease of the employee related liabilities by € 1.6 million in 2018. As it concerns a change in actuarial assumptions, this has been recorded through other comprehensive income.

8. Related parties

During 2018, the Group made purchases valued at € 47 thousand (€ 894 thousand as per 30 June 2017), under normal market conditions, from companies of which directors of the company held a majority of the shares. These transactions involved purchases relating to dies and equipment, maintenance and machinery.

9. Events after the reporting period

In August the TRY has weakened significantly. Management is taking immediate action to mitigate the negative impact on future financial performance. Given the high level of uncertainty at this moment it is however impossible to quantify the potential impact this might have.

3. Statement of the Board of Directors

Declaration regarding the information given in this interim financial report for the 6 month period ending 30 June 2018.

The undersigned declare that:

  • the interim condensed consolidated financial statements have been prepared in conformity with the standards applicable for annual accounts, and that they give a true picture of the net assets, the financial position and of the results of the company and the consolidated companies.
  • the half year financial report gives a fair overview of the developments and results of the issuer and the consolidated companies and also provides a fair description of the most important risks and uncertainties with which they are confronted.

Board of Directors Deceuninck NV

4. Report of the statutory auditor

Report of the statutory auditor to the shareholders of Deceuninck NV on the review of the interim condensed consolidated financial statements as of 30 June 2018 and for the 6 month period then ended

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of Deceuninck NV (the "Company"), and its subsidiaries (collectively referred to as "the Group") as at 30 June 2018 and the related interim condensed consolidated statements of income, comprehensive income, changes in equity and cash flows for the 6 month period then ended, and explanatory notes, collectively, the "Interim Condensed Consolidated Financial Statements". These statements show a consolidated statement of financial position total of € 591.004 thousand and a consolidated net profit for the 6 month period then ended of € 7.496 thousand. The board of directors is responsible for the preparation and presentation of these Interim Condensed Consolidated Financial Statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on these Interim Condensed Consolidated Financial Statements based on our review.

Scope of Review

We conducted our review in accordance the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying Interim Condensed Consolidated Financial Statements are not prepared, in all material aspects, in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union.

Ghent, 17 August 2018

Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by

Marnix Van Dooren Partner*

* Acting on behalf of a BVBA/SPRL

GLOSSARY

1 EBITDA Earnings before interest, taxes, depreciation/impairments of fixed assets as well as
amortisation/impairment of goodwill and effect of negative goodwill = operating cash
flow
2 Adjusted EBITDA Recurring earnings before interest, taxes, depreciation/impairments of fixed assets
as well as amortisation/impairment of goodwill and effect of negative goodwill =
EBITDA excluding non-recurring costs/benefits, eg restructuring costs =recurring
operating cash flow
3 LTM Adjusted
EBITDA
Adjusted EBITDA for the prior twelve consecutive months
4 EBITA Earnings before interest, taxes and amortization
5 EBIT Earnings before interest and taxes = operational result
6 EBT Earnings before taxes
7 EPS (non-diluted) (Non-diluted) earnings per share
8 EPS (diluted) (Diluted) earnings per share
9 Net debt Financial debts – cash and cash equivalents
10 Working capital Trade receivables + inventories – trade debts
11 Capital employed
(CE)
The sum of goodwill, intangible, tangible and financial fixed assets and working
capital
12 Headcount (FTE) Total Full Time Equivalents including temporary and external staff

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