Quarterly Report • Aug 28, 2020
Quarterly Report
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The condensed consolidated financial statements have been authorised for issue by the Board of Directors on 27 August 2020.
| Group Recticel in thousand EUR |
Notes * | 1H2020 | 1H2019 restated 1 |
|---|---|---|---|
| Sales | I.7.6. | 374 262 | 453 831 |
| Distribution costs | ( 25 620) | ( 28 375) | |
| Cost of sales | ( 283 299) | ( 337 475) | |
| Gross profit | 65 343 | 87 981 | |
| General and administrative expenses | ( 28 589) | ( 30 321) | |
| Sales and marketing expenses | ( 29 881) | ( 34 300) | |
| Research and development expenses | ( 4 901) | ( 5 588) | |
| Impairment of goodwill, intangible and tangible assets | I.7.6. | ( 2 083) | ( 333) |
| Other operating revenues | 1.7.7.1 | 3 640 | 3 229 |
| Other operating expenses | 1.7.7.1 | ( 6 834) | ( 9 065) |
| Income from associates 2 | 420 | 682 | |
| Operating profit (loss) | I.7.6. | ( 2 885) | 12 285 |
| Interest income | 589 | 1 383 | |
| Interest expenses | ( 2 330) | ( 3 124) | |
| Other financial income | 3 568 | 6 530 | |
| Other financial expenses | ( 4 378) | ( 7 561) | |
| Financial result | I.7.7.2. | ( 2 551) | ( 2 772) |
| Income from other associates 2 | ( 2 954) | 2 588 | |
| Change in fair value of option structures | 1 702 | 2 860 | |
| Result of the period before taxes | ( 6 688) | 14 961 | |
| Income taxes | ( 2 045) | ( 2 633) | |
| Result of the period after taxes - continuing operations | ( 8 733) | 12 328 | |
| Result from discontinued operations | 1.7.7.3. | 68 812 | 3 773 |
| Result of the period after taxes - continuing and discontinued | 60 079 | 16 101 | |
| operations of which non-controlling interests |
( 31) | ( 6) | |
| of which share of the Group | 60 110 | 16 107 |
* The accompanying notes are an integral part of this income statement.
To facilitate comparisons and understanding of the Group's underlying performance, all comments in this document on developments in revenue or results are made on a like-for-like basis unless otherwise indicated.
Following the divestment of 50% participation in Eurofoam, the publication of combined accounts has been discontinued.
2 Income from associates = income from associates considered as being part of the Group's core business are integrated in Operating profit (loss); i.e. Orsafoam
Income from other associates = income from associates not considered as being part of the Group's core business are not integrated in Operating profit (loss); i.e. Proseat and Automotive Interiors
1 Following the partial divestment from Automotive Interiors on 30 June 2020 (see press release of 01 July 2020), Automotive Interiors is integrated in the consolidated accounts according to the 'equity method'. Due the loss of control as a result of the partial divestment of Automotive Interiors and the sale of Eurofoam, the 2019 consolidated income statement was restated to present their operations as discontinued operations.
| in EUR | 1H2020 | 1H2019 restated1 |
|---|---|---|
| Number of shares outstanding (including treasury shares) | 55 397 439 | 55 293 406 |
| Weighted average number of shares outstanding (before dilution effect) | 54 959 861 | 54 917 196 |
| Weighted average number of shares outstanding (after dilution effect) | 55 154 501 | 55 128 831 |
| Earnings per share - continuing operations Earnings per shares - discontinued operations Earnings per share of continuing and discontinued operations |
( 0,16) 1,25 1,09 |
0,22 0,07 0,29 |
| Earnings per share from continuing operations | ||
| Basic | ( 0,16) | 0,22 |
| Diluted | ( 0,16) | 0,22 |
| Earnings per share from discontinued operations | ||
| Basic | 1,25 | 0,07 |
| Diluted | 1,25 | 0,07 |
| Net book value | 5,98 | 4,98 |
The basic earnings per share are calculated on the basis of the weighted average number of shares outstanding during the period.
The diluted earnings per share are calculated on the basis of the weighted average number of shares outstanding during the period, increased for the warrants in-the-money.
| Group Recticel in thousand EUR |
1H2020 | 1H2019 |
|---|---|---|
| Result for the period after taxes Other comprehensive income |
60 080 | 16 101 |
| Items that will not subsequently be recycled to profit and loss | ||
| Actuarial gains (losses) on employee benefits recognized in equity Deferred taxes on actuarial gains (losses) on employee benefits Currency translation differences Joint ventures & associates Total |
2 100 ( 452) 195 ( 246) 1 597 |
( 4 333) 759 ( 18) ( 655) ( 4 247) |
| Items that subsequently may be recycled to profit and loss Currency translation differences |
( 13 816) | 371 |
| Foreign currency translation reserve difference recycled in the income statement Deferred taxes on retained earnings Joint ventures & associates Total |
18 345 ( 1) 2 003 6 532 |
305 ( 68) 158 766 |
| Other comprehensive income net of tax | 8 129 | ( 3 481) |
| Total comprehensive income for the period | 68 209 | 12 620 |
| Total comprehensive income for the period of which attributable to the owners of the parent of which attributable to non-controlling interests |
68 209 68 239 ( 31) |
12 620 12 626 ( 6) |
| Group Recticel in thousand EUR |
Notes* | 30 Jun 2020 | 31 Dec 2019 as published |
|---|---|---|---|
| Intangible assets | 13 883 | 14 306 | |
| Goodwill | I.7.4.1. | 24 102 | 24 412 |
| Property, plant & equipment | I.7.8.1. | 171 552 | 227 617 |
| Right-of-use assets | I.7.8.2. | 80 128 | 105 110 |
| Investment property | 3 331 | 3 331 | |
| Investments in associates | I.7.8.3. | 12 052 | 65 465 |
| Investments in other associates | I.7.8.3. | 20 122 | 0 |
| Non-current receivables | 33 831 | 26 383 | |
| Other non-current contract assets | 0 | 11 138 | |
| Deferred taxes | 22 139 | 24 108 | |
| Non-currrent assets Inventories |
381 140 84 601 |
501 870 101 797 |
|
| Trade receivables | 119 712 | 99 117 | |
| Other current contract assets | 0 | 11 300 | |
| Other receivables and other financial assets | 31 349 | 32 667 | |
| Income tax receivables | 1 515 | 1 448 | |
| Other investments | 154 | 154 | |
| Cash and cash equivalents | 197 477 | 48 479 | |
| Assets held for sale | 3 738 | 5 638 | |
| Current assets | 438 546 | 300 599 | |
| TOTAL ASSETS | 819 686 | 802 469 | |
| Capital | 138 846 | 138 494 | |
| Share premium | 130 741 | 130 334 | |
| Share capital | 269 587 | 268 828 | |
| Treasury shares | ( 1 450) | ( 1 450) | |
| Other reserves | ( 21 061) | ( 25 621) | |
| Retained earnings | 95 550 | 51 226 | |
| Hedging and translation reserves | ( 11 755) | ( 18 287) | |
| Equity (share of the Group) | 330 871 | 274 696 | |
| Equity attributable to non-controlling interests | 671 | 701 | |
| Total equity | 331 542 | 275 397 | |
| Pensions and similar obligations | 47 843 | 57 164 | |
| Provisions | I.7.8.4. | 23 371 | 6 905 |
| Deferred taxes | 10 644 | 10 023 | |
| Financial liabilities | I.7.8.5. | 77 285 | 100 334 |
| Non-current contract liabilities | 0 | 20 339 | |
| Other amounts payable | 43 | 43 | |
| Non-current liabilities | 159 186 | 194 808 | |
| Pensions and similar obligations | 3 376 | 696 | |
| Provisions | I.7.8.4. | 921 | 5 759 |
| Financial liabilities | I.7.8.5. | 164 400 | 117 415 |
| Trade payables Current contract liabilities |
55 903 17 301 |
93 008 32 832 |
|
| Income tax payables | 229 | 1 229 | |
| Other amounts payable | 86 828 | 81 325 | |
| Current liabilities | 328 958 | 332 264 | |
| TOTAL EQUITY AND LIABILITIES | 819 686 | 802 469 |
* The accompanying notes are an integral part of this statement of financial position. See also note I.7.7.3. on discontinued activities.
The reduction of deferred tax assets is mainly explained by (i) the disposal of the Automotive Interiors activities (EUR 0.7 million) and (ii) amortisation in Belgium (EUR 1.2 million).
| Group Recticel | Notes * | 1H2020 | 1H2019 |
|---|---|---|---|
| in thousand EUR | as published | ||
| Operating profit (loss) Income from discontinued operations |
( 2 886) 68 812 |
24 733 0 |
|
| Amortisation of intangible assets | 1 202 | 1 354 | |
| Depreciation of tangible assets | I.7.7. | 26 953 | 25 557 |
| Amortisation of deferred long term and upfront payment | 781 | 909 | |
| (Reversal) Impairment losses on intangible assets | 9 | 358 | |
| (Reversal) Impairment losses on tangible assets | I.7.7. | 3 180 | 335 |
| (Reversal) Impairment losses on goodwill | I.7.7. | 0 | 0 |
| (Write-back)/Write-offs on assets | 671 | 79 | |
| (Write-back)/Write-offs on shares affiliates Changes in provisions |
220 13 292 |
0 ( 3 309) |
|
| Stock options | 304 | 0 | |
| Valorisation of call/put options on Proseat | 0 | ( 2 860) | |
| (Gains) / Losses on disposals of intangible and tangible assets | ( 737) | ( 3 642) | |
| (Gains) / Losses on disposals of shares affiliates | ( 101 703) | 0 | |
| (Gains) / Losses on disposals of receivables | 201 | 0 | |
| Income from associates | ( 420) | ( 4 833) | |
| GROSS OPERATING CASH FLOW BEFORE WORKING CAPITAL MOVEMENTS | 9 882 | 38 681 | |
| Inventories | 1 383 | ( 4 752) | |
| Contract assets | 0 | 5 302 | |
| Trade receivables | ( 39 068) | ( 15 044) | |
| Other receivables | ( 4 506) | ( 16 718) | |
| Trade payables Contract liabilities |
( 17 124) 0 |
26 476 ( 4 063) |
|
| Other payables | 11 121 | 1 600 | |
| Changes in working capital | ( 48 194) | ( 7 200) | |
| Trade & Other long term debts maturing within 1 year | 0 | 6 | |
| Tax credit (non-current receivables) | ( 0) | ( 926) | |
| Income taxes paid | ( 2 545) | ( 2 484) | |
| NET CASH FLOW FROM OPERATING ACTIVITIES (a) | ( 40 858) | 28 077 | |
| Interests received | 601 | 476 | |
| Dividends received | 54 | 6 306 | |
| Result transfer | 0 | 0 | |
| Investments in and subscriptions to capital increases | ( 1 403) | ( 32 814) | |
| Increase of loans and receivables | ( 10 000) | 0 | |
| Decrease of loans and receivables | 20 567 | 6 107 | |
| Investments in intangible assets | ( 1 523) | ( 2 456) | |
| Investments in property, plant and equipment | ( 8 767) | ( 17 522) | |
| Net deferred charges long term | ( 204) | 0 | |
| Investments in associates | 0 | 0 | |
| Disposals of intangible assets | 0 | 1 | |
| Disposals of property, plant and equipment Disposal of financial investments |
56 0 |
1 935 45 426 |
|
| Proceeds from affiliates and joint ventures disposals | 176 303 | 0 | |
| NET CASH FLOW FROM DIVESTMENT (INVESTMENT) ACTIVITIES (b) | 175 685 | 7 460 | |
| Interests paid on financial debt (c) | ( 1 714) | ( 1 355) | |
| Interests paid on lease debt (d) | 0 | ( 101) | |
| Dividends paid | ( 13 254) | ( 13 204) | |
| Increase (Decrease) of capital | 760 | 312 | |
| Increase of financial debt | 97 523 | 11 507 | |
| Decrease of financial debt | ( 54 606) | 0 | |
| Decrease of lease debt (e) | ( 14 750) | ( 12 638) | |
| NET CASH FLOW FROM FINANCING ACTIVITIES (f) | 13 959 | ( 15 479) | |
| Effect of exchange rate changes (g) | 212 | 2 268 | |
| CHANGES IN CASH AND CASH EQUIVALENTS (a)+(b)+(f)+(g) | 148 998 | 22 326 | |
| Net cash position opening balance | 48 479 | 13 774 | |
| Net cash position closing balance | 197 477 | 36 100 | |
| CHANGES IN CASH AND CASH EQUIVALENTS | 148 998 | 22 326 | |
| NET FREE CASH FLOW (a)+(b)+(c)+(d)+(e) | 118 363 | 21 443 | |
| Cash flows from discontinued activities | |||
| Group Recticel | 1H2020 | ||
| in thousand EUR | Automotive | ||
| Interiors | Eurofoam | ||
| NET CASH FLOW FROM OPERATING ACTIVITIES | ( 12 053) | ||
| NET CASH FLOW FROM DIVESTMENT (INVESTMENT) ACTIVITIES | 10 620 | ||
| NET CASH FLOW FROM FINANCING ACTIVITIES | ( 9 731) | ||
| Effect of exchange rate changes | 1 054 | ||
| Net cash position closing balance CHANGES IN CASH AND CASH EQUIVALENTS |
0 ( 10 110) |
0 181 347 0 0 0 181 347 |
The key elements contributing to the 1H2020 cash flow statement are highlighted in the above table. The change in working capital is mainly the result of not using any factoring lines per 30 June 2020, compared to prior period. In 1H2020 the Operating profit (loss) only incorporates 'Income from associates', i.e. associates which are considered core activities. Therefor 'Income from other associates' – i.e. associates of non-core businesses – and related options are not reflected in the above cash flow statement for 1H2020; since these are non-cash items.
| Group Recticel in thousand EUR |
Capital | Share premium Treasury shares Other reserves | Retained earnings |
Translation differences reserves and Hedging reserves |
Total shareholders' equity |
Non-controlling interests |
Total equity, non controlling interests included |
||
|---|---|---|---|---|---|---|---|---|---|
| At the end of the period (31 December 2019) |
138 494 | 130 334 | -1 450 | -25 621 | 51 227 | -18 288 | 274 696 | 701 | 275 397 |
| Dividends | 0 | 0 | 0 | 0 | -13 127 | 0 | -13 127 | 0 | -13 127 |
| Stock options (IFRS 2) | 0 | 0 | 0 | 304 | 0 | 0 | 304 | 0 | 304 |
| Capital movements | 352 | 407 | 0 | 0 | 0 | 0 | 759 | 0 | 759 |
| Shareholders' movements | 352 | 407 | 0 | 304 | -13 127 | 0 | -12 064 | 0 | -12 064 |
| Profit or loss of the period | 0 | 0 | 0 | 0 | 60 110 | 0 | 60 110 | - 30 | 60 080 |
| Other comprehensive income' | 0 | 0 | 0 | 2 049 | - 453 | -11 812 | -10 216 | 0 | -10 216 |
| Change in scope | 0 | 0 | 0 | 2 145 | -2 145 | 18 345 | 18 345 | 0 | 18 345 |
| Comprehensive income | 0 | 0 | 0 | 4 194 | -2 598 | 6 533 | 8 129 | 0 | 8 129 |
| Reclassification | 0 | 0 | 0 | 62 | - 62 | 0 | 0 | 0 | 0 |
| At the end of the period (30 June 2020) |
138 846 | 130 741 | -1 450 | -21 061 | 95 550 | -11 755 | 330 871 | 671 | 331 542 |
| Group Recticel in thousand EUR |
Capital | Share premium Treasury shares Other reserves | Retained earnings |
Translation differences reserves and Hedging reserves |
Total shareholders' equity |
Non-controlling interests |
Total equity, non controlling interests included |
||
|---|---|---|---|---|---|---|---|---|---|
| At the end of the period (31 December 2018) |
138 068 | 129 941 | -1 450 | -19 214 | 39 636 | -22 003 | 264 977 | 0 | 264 977 |
| Dividends | 0 | 0 | 0 | 0 | -13 254 | 0 | -13 254 | 0 | -13 254 |
| Stock options (IFRS 2) | 0 | 0 | 0 | 243 | 0 | 0 | 243 | 0 | 243 |
| Capital movements | 166 | 146 | 0 | 0 | 0 | 0 | 312 | 0 | 312 |
| Shareholders' movements | 166 | 146 | 0 | 243 | -13 254 | 0 | -12 699 | 0 | -12 699 |
| Profit or loss of the period | 0 | 0 | 0 | 0 | 16 107 | 0 | 16 107 | - 6 | 16 101 |
| Other comprehensive income |
0 | 0 | 0 | -4 247 | - 68 | 834 | -3 481 | 0 | -3 481 |
| Change in scope | 0 | 0 | 0 | 81 | - 81 | 302 | 302 | 716 | 1 018 |
| Reclassification | 0 | 0 | 0 | - 67 | 67 | 0 | 0 | 0 | 0 |
| At the end of the period (30 June 2019) |
138 234 | 130 087 | -1 450 | -23 204 | 42 407 | -20 867 | 265 206 | 710 | 265 916 |
These condensed consolidated financial statements for the six months ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting, as endorsed by the European Union. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2019.
These condensed consolidated interim financial statements have been authorised for issue by the Board of Directors on 27 August 2020.
Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2019.
The changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2020.
A number of other new standards, interpretations and related amendments are effective from 01 January 2020 but they do not have a material effect on the Group's financial statements.
Following the partial divestment from Automotive Interiors on 30 June 2020 (see press release of 01 July 2020), Automotive Interiors is integrated in the consolidated accounts according to the 'equity method'. Due the loss of control as a result of the partial divestment of Automotive Interiors and the sale of Eurofoam, the 2019 consolidated income statement was restated to present their operations as discontinued operations.
In addition, the former concept of 'Associates' has been replaced by 'Associates' and 'Other associates'. Going forward 'Associates' are considered as being part of the Group's core business are integrated in Operating profit (loss); i.e. Orsafoam; whereas 'Other associates' are not considered as being part of the Group's core business are not integrated in Operating profit (loss); i.e. Proseat and Automotive Interiors.
Following relevant standards, interpretations and related amendments which are not yet applicable are deemed not to have a significant impact on the consolidated financial standards:
Drawing up the annual accounts in accordance with IFRS requires management to make the necessary estimates and assessments. The management bases its estimates on past experience and other reasonable assessment criteria. These are reviewed periodically and the effects of such reviews are taken into account in the annual accounts of the period concerned. Future events which may have a financial impact on the Group are also included in this.
The estimated results of such possible future events may consequently diverge from the actual impact on results.
The assessments and estimates made for the period ended 30 June 2020 are similar to the ones disclosed in the applied in the Group's consolidated financial statements as at and for the year ended 31 December 2019, with the exception of the impact of the COVID-19 pandemic.
Since the COVID-19 outbreak, our first priority has been to ensure and secure a safe and healthy workplace for our employees. So far the number of confirmed infection cases could be contained to 15 employees only, with no serious medical consequences, and none of these infections originated in the workplace.
Since early June all our plants are operating again, adapting activity levels to market demand.
The COVID-19 crisis and subsequent governmental lockdown measures in most countries have led to a decrease of our 2Q2020 combined sales by 32.3% compared to last year, with a slightly positive 2Q2020 Adjusted EBITDA. After a low point of -51.5% in April 2020 vs April 2019, the sales shortfall versus 2019 has progressively reduced to -35.4% in May and -9.3% in June.
The Insulation division has come back to last year level in June, following the restoring activity levels in the building markets, while the Bedding division ended the month of June slightly ahead of last year, thanks to a strong orderbook secured from mid-May onwards as shops progressively reopened throughout Europe.
In Flexible Foams, comfort markets bounced back strongly in June, whereas the technical foams segment remained more subdued due to soft industrial & automotive demand.
The Automotive activities in Europe and the USA, were without surprise the most impacted, as a consequence of the low new car registrations in these regions, and the subsequent massive temporary shutdowns of the car assembly plants. The Automotive forecasts are nonetheless improving since then. (cfr. I.7.7.3.)
The COVID-19 pandemic required the Group to monitor more closely following assessments and estimates made in the financial reporting:
As the specific circumstances of the previous months are a clear indicator for impairment, the Group has conducted an update of the impairment tests on goodwill as per 30 June 2020.
The net book value of the assets retained for impairment tests, as included in the below table, represents 100% of the total goodwill:
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS |
BEDDING | INSULATION | CORPORATE | TOTAL |
|---|---|---|---|---|---|
| United Kingdom | 2 971 | - | 910 | - | 3 881 |
| Continental Europe | 1 061 | - | 2 211 | - | 3 272 |
| Scandinavia | 5 250 | - | - | - | 5 250 |
| Other | 0 | 11 700 | - | 0 | 11 700 |
| Total net book value of | |||||
| goodwill | 9 282 | 11 700 | 3 121 | 0 | 24 102 |
No impairment needed to be recorded based on the goodwill impairment assessment.
The impairment tests have been applied on the "cash-generating units" ("CGU") on the basis of the principles set out above. The recoverable amount of the total CGU is determined on the basis of the value-in-use model.
When determining its expected future cash flows, the Group takes into account prudent, though realistic, assumptions regarding the evolution of its markets, its sales, the raw materials prices, the impact of past restructurings and the gross margins, which all are based on (i) the past experiences of the management and/or (ii) which are in line with trustworthy external information sources. It can however not be excluded that a future reassessment of assumptions and/or market analysis induced by future developments in the economic environment might lead to the recognition of additional impairments.
For the discounting of the future cash flows, a uniform overall Group-based pre-tax discount rate of 8.0% is used for all CGUs (7.5% per year-end 2019). This pre-tax discount rate is based on a (longterm) weighted average cost of capital based on the current market expectations of the time value of money and risks for which future cash flows must be adjusted; the risks being implicit in the cash flows. For countries with a higher perceived risk (i.e. emerging markets), the level of investments is very limited (1.4% of total fixed assets); hence no separate pre-tax discount rate is used.
The pre-tax discount rate for impairment testing is based on the following assumptions: (EUR based)
| Group target ratios: | 2020 | 2019 |
|---|---|---|
| Gearing: net financial debt/total equity | 50% | 33.3% |
| % net financial debt | 50% | 25% |
| % total equity | 50% | 75% |
| Pre-tax cost of debt | 0.27% | 0.45% |
| Pre-tax cost of equity | ||
| = (Rf + (Em * + Sp)/(1-T) |
13.1% | 11.8% |
| Risk free interest rate = Rf | 0.50% | 0.45% |
| Beta = | 1.35 | 1.20 |
| Market equity risk premium = Em | 6.0% | 6.0% |
| Small cap premium = Sp | 1.65% | 1.50% |
| Corporate tax rate = T | 21.6% | 22.8% |
| Assumed inflation rate | 1.0% | 1.8% |
| Pre-tax WACC (weighted average cost of capital) | 8.0% | 7.5% |
Due to the COVID-19 crisis, some assumptions of the sensitivity analysis have been modified compared to the assumptions used per year-end 2019.
A first sensitivity analysis (A) is performed to measure the impact of a changing WACC rate (respectively 1.5% for Flexible Foams and 1.0% for Bedding) on the outcome of the impairment tests. A second sensitivity analysis (B) is performed to measure the impact of a changing gross margin (- 1%) on the outcome of the impairment tests. A third sensitivity analysis (C) is performance to measure the impact of a changing sales volume level.
| Sensitivity | Discounted Cash Flow / Net asset base (including right-of-use assets) | ||||||
|---|---|---|---|---|---|---|---|
| assumptions | Base case Sales growth rate of 6.5% in 2021, 5,0% in 2022, and 0% thereafter. |
1.5% increase of WACC (A) |
1% decrease of gross margin on sales (B) |
5% decrease of net sales (C) |
|||
| Flexible Foams - United Kingdom | 1.0 times book value 0.7 times book value 0.7 times book value 0.5 times book value | ||||||
| assumptions | Base case Sales growth rate of 6.4% in 2021, 2,0% in 2022 and 0% thereafter. |
1.0% increase of WACC (A) |
1% decrease of gross margin on sales (B) |
1% decrease of net sales, in combination with 1% inflation and lower productivity (C) |
|||
| Bedding | 1.9 times book value 1.6 times book value 1.3 times book value 1.0 times book value |
For the other cash generating units, current and expected results do not provide any particular impairment indicator, which would necessitate further impairment testing.
A loss allowance for expected credit losses is recognised for trade debtors for which a risk of total or partial non-recovery of outstanding receivables exists due to the debtor's poor financial condition or for economic, legal or political reasons.
The decision to classify a receivable as doubtful will be made by the management on the basis of all information available to them at any time.
Since the outbreak of the COVID-19 crisis the Group's credit management processes have proven their effectiveness leading to a reducing trend in the number of overdue customers, and no significant credit losses.
One customer from our Bedding operations in Germany filed for insolvency. The credit insurance in place will indemnify Recticel for the full amount outstanding.
Loans granted to Associates include a shareholder's loan of EUR 8.5 million granted in February 2019 to Proseat (maturity 2024) and a new subordinated vendor loan of EUR 10 million (maturity 2027) granted on 30 June 2020 to TEMDA2 GmbH, the new Automotive joint venture which acquired the Automotive Interiors activities (cfr. I.7.7.3.). On the basis of the assessment performed by the management no adjustment is to be made to the value of these loans.
Deferred tax assets are mainly recognised for the unused tax losses carried forward to the extent that future taxable profits are expected to be available to offset these unused tax losses carry forwards. For this purpose, management bases recognition of deferred tax assets on its business plans. In this respect, and despite the impact of COVID-19, sufficient taxable profits are expected be generated going-forward. Deferred tax assets are mainly related to Belgium, France and Spain.
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. End-June 2020, the Group was exposed to various litigations (see I.7.9.3. (b)), which outcomes are uncertain and difficult to predict.
Any significant litigation (tax and other, including threat of litigation) is reviewed by Recticel's in-house lawyers with the support, when appropriate, of external counsels at least every half-year. This review includes an assessment of the need to recognise provisions and/or to re-measure existing provisions together with the Finance department and the Insurance department.
The turnover of the Group in the UK represents approximately 15% of the total consolidated sales. The products the Group sells in the UK are mainly produced locally. The direct impact of Brexit concerns (i) the import of chemical raw materials necessary for local production, as these raw materials are not available in the UK, and (ii) a currency exchange rate risk. Given the broad uncertainty surrounding the Brexit issues, it is currently not possible to provide meaningful comments and conclusions about its possible impacts.
On 19 February 2019, Recticel announced the closing of the transactions as a result of which Sekisui Plastics Co., Ltd. acquired 75% in Proseat. Recticel holds a 25% participation in Proseat with the option to sell this remaining participation within three years if Sekisui exercises its call option during this period, or after three years (in March 2022) when Recticel can exercise its put option.
Per 31 December 2019, the fair value of the Proseat option amounted to EUR 3.7 million. On 30 June 2020, an additional EUR +1.7 million adjustment has been made to the fair value of this put/call structure on the Proseat participation.
On 01 July 2020, Recticel announced the closing of the divestment of its Automotive Interiors business to TEMDA GmbH, a new joint venture with Admetos. Recticel holds a participation of 49% in this new joint venture. The agreement contains reciprocal call/put options - for Admetos to acquire, or Recticel to sell its remaining 49% share -, which are exercisable as from March 2024.
A valuation of the put/call structure on the remaining 49% participation in the Automotive Interiors joint venture has been made per 30 June 2020 and resulted in a "zero" value, given the uncertainties over the period until the earliest exercise date of the options (2024). (cfr. I.7.7.3.)
Both put/call option structures have been recognised as derivative financial instruments at fair value with changes in fair value to be recognised in profit or loss. The value of both options have been calculated using the Black & Sholes option price formula, with the following key assumptions : (i) spot price equal to the estimated enterprise value per end June 2020, (ii) automotive parts' sector volatility, (iii) maturity based on terms and conditions set out in the initial share purchase agreement, (iv) a riskfree interest rate of -0.6% and (iv) a dividend yield of 0%.
End-June 2020, the Group owns two industrial sites – one in Legutiano (Spain) and one in Hassfurt (Germany) – which are currently held for sale. Given the current situation of the real estate market in these locations, an impairment has been booked.
The following changes in the scope of consolidation took place during the first half-year of 2020:
The disposal of the Automotive Interiors activities comprises the following companies:
Per 30 June 2020, the new joint venture TEMDA 2 GmbH will be integrated following the equity method under the heading 'Investments in other associates'.
In accordance with IFRS 5, both above-mentioned businesses have been presented as discontinued operations in the consolidated income statement. Details are disclosed in note I.7.7.3.
Following the partial divestments of the Proseat participation (in 2019) and of the Automotive Interiors activities (end-June 2020), the principal market segments for Recticel's goods and services are reported as from 2020 under three operating segments: Flexible Foams, Bedding, Insulation and Corporate. For more details on these segments, reference is made to the press release of 28 August 2020 (First Half-Year 2020 Results). Information regarding the Group's reportable segments is presented below. Inter-segment sales are made at prevailing market conditions.
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | INSULATION | CORPORATE & ELIMINATIONS (2) |
TOTAL |
|---|---|---|---|---|---|
| SALES | |||||
| External sales | 132 885 | 107 580 | 112 722 | 21 074 | 374 262 |
| Inter-segment sales | 14 257 | 1 653 | 0 | ( 15 910) | 0 |
| Total sales | 147 142 | 109 233 | 112 722 | 5 164 | 374 262 |
| Operating profit (loss) | |||||
| Unallocated corporate expenses (1) | ( 8 093) | ||||
| Operating profit (loss) | 1 237 | ( 1 874) | 5 844 | ( 8 093) | ( 2 885) |
| Financial result | ( 2 551) | ||||
| Income from other associates and change in fair value of option structures | ( 1 252) | ||||
| Result for the period before taxes | ( 6 688) | ||||
| Income taxes | ( 2 045) | ||||
| Result for the period after taxes - Continuing operations | ( 8 733) | ||||
| Result for the period after taxes - Discontinued operations | 68 812 | ||||
| Result for the period after taxes - Continuing and discontinued operations | 60 079 | ||||
| of which non-controlling interests | ( 31) | ||||
| of which share of the Group | 60 110 |
(1) Includes headquarters' costs for EUR 7 2 million (1H2019: EUR 8.0 million) and R&D expenses (Corporate Programme) for EUR 1.3 million (1H2019: EUR 1.2 million).
(2) Sales of chemical raw materials at cost to the Proseat and Automotive Interiors companies, which previously were reported under the segment Automotive, are from now on integrated under "Corporate/Eliminations".
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | INSULATION | CORPORATE & ELIMINATIONS |
TOTAL |
|---|---|---|---|---|---|
| SALES | |||||
| External sales | 174 788 | 117 253 | 129 849 | 31 940 | 453 830 |
| Inter-segment sales | 14 641 | 2 588 | 0 | ( 17 229) | 0 |
| Total sales | 189 429 | 119 841 | 129 849 | 14 711 | 453 830 |
| Operating profit (loss) | |||||
| Unallocated corporate expenses (1) | ( 13 542) | ||||
| Operating profit (loss) | 12 436 | 1 978 | 11 412 | ( 13 542) | 12 285 |
| Financial result | ( 2 772) | ||||
| Income from other associates and change in fair value of option structures | 5 448 | ||||
| Result for the period before taxes | 14 961 | ||||
| Income taxes | ( 2 633) | ||||
| Result for the period after taxes - Continuing operations | 12 328 | ||||
| Result for the period after taxes - Discontinued operations | 3 773 | ||||
| Result for the period after taxes - Continuing and discontinued operations | 16 101 | ||||
| of which non-controlling interests | ( 6) | ||||
| of which share of the Group | 16 107 |
(1) Includes headquarters' costs for EUR 8.0 million and R&D expenses (Corporate Programme) for EUR 1.2 million.
| Group Recticel | 1H2020 | 1H2019 restated |
|
|---|---|---|---|
| Comfort foam | 70 961 | 88 211 | |
| Technical foams | 76 181 | 101 217 | |
| Flexible Foams | 147 142 | 189 428 | |
| Branded Products | 74 683 | 78 805 | |
| Non-branded/Private label | 34 550 | 41 037 | |
| Bedding | 109 233 | 119 841 | |
| Insulation | 112 722 | 129 849 | |
| Eliminations | 5 164 | 14 711 | |
| TOTAL CONSOLIDATED REVENUES | 374 262 | 453 830 | |
| Timing of revenue recognition | |||
| At a point in time | 374 262 | 453 830 | |
| Over time (moulds) | 0 | 0 | |
| TOTAL CONSOLIDATED REVENUES | 374 262 | 453 830 | |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | INSULATION | CORPORATE | TOTAL |
|---|---|---|---|---|---|
| Depreciation and amortisation | 7 127 | 4 522 | 5 366 | 1 172 | 18 187 |
| Impairment losses recognised in profit and loss |
1 100 | 888 | 0 | 95 | 2 083 |
| EBITDA | 9 464 | 3 537 | 11 210 | ( 6 827) | 17 384 |
| Capital additions | 3 509 | 1 922 | 1 431 | 2 050 | 8 912 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | INSULATION | CORPORATE | TOTAL |
|---|---|---|---|---|---|
| Depreciation and amortisation | 6 824 | 4 485 | 5 596 | 889 | 17 794 |
| Impairment losses recognised in profit and loss |
0 | 286 | 46 | 0 | 332 |
| EBITDA | 19 260 | 6 750 | 17 054 | ( 12 653) | 30 412 |
| Capital additions | 6 411 | 3 072 | 2 592 | 1 673 | 13 748 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS |
BEDDING | INSULATION | CORPORATE | TOTAL |
|---|---|---|---|---|---|
| For the first half-year 2020 Restructuring charges and provisions |
( 455) | ( 999) | ( 70) | ( 1) | ( 1 525) |
| Other | ( 350) | 0 | 0 | 188 | ( 161) |
| Impairments | ( 1 100) | ( 888) | 0 | ( 95) | ( 2 083) |
| TOTAL | ( 1 905) | ( 1 888) | ( 70) | 92 | ( 3 770) |
Restructuring charges (EUR -1.5 million) refer to additional restructuring measures in execution of the Group's rationalisation plan.
Other adjustments relate mainly to non-recurring costs relating to the fire incident in Wetteren (Belgium)
Impairments relate to idle assets in Flexible Foams in Spain (EUR 1.1 million) and in Bedding following the closure of the Hassfurt plant (Germany) (EUR 0.9 million).
| For the first half-year 2019 (restated) | |||||
|---|---|---|---|---|---|
| Restructuring charges and provisions | 98 | ( 221) | 0 | 256 | 133 |
| Other | 356 | 34 | 0 | ( 4 715) | ( 4 325) |
| Impairment | 0 | ( 286) | ( 46) | 0 | ( 333) |
| TOTAL | 454 | ( 474) | ( 46) | ( 4 459) | ( 4 525) |
| Group Recticel in thousand EUR |
1H2020 | 1H2019 restated 1 |
|---|---|---|
| Other operating revenues | 3 640 | 3 229 |
| Other operating expenses | ( 6 834) | ( 9 065) |
| TOTAL | ( 3 194) | ( 5 836) |
| Restructuring charges (including site closure, onerous contracts and clean-up costs) |
( 1 524) | ( 706) |
| Gain (Loss) on disposal of intangible, tangible and right-of-use assets |
6 | 868 |
| Amounts written-back/(-off) on affiliates investments and loss on receivables |
0 | 147 |
| IAS 19 Pensions and other obligations | 138 | ( 237) |
| IAS 19 Operating expenses | ( 620) | ( 1 727) |
| Provisions | ( 628) | ( 691) |
| Insurances | ( 2 399) | ( 741) |
| Fees consultancy and subcontractors | ( 137) | ( 209) |
| Other expenses | ( 785) | ( 4 108) |
| Insurances commission (Recticel RE) | 2 492 | 1 100 |
| Other revenues | 263 | 469 |
| TOTAL | ( 3 194) | ( 5 836) |
During 1H2020, restructuring charges (EUR -1.5 million) refer to additional restructuring measures in execution of the Group's rationalisation plan, mainly (i) reorganisation charges in Flexible Foams (EUR 0.5 million) and in Bedding (EUR 1.0 million)
During 1H2019, restructuring charges (EUR -0.7 million) refer to additional restructuring measures in execution of the Group's rationalisation plan, including further streamlining in corporate and central services.
In 1H2019, this item relates mainly to land and building in Belgium (EUR 0.7 million) and Germany (EUR 0.5 million) and idle assets in Spain (EUR 0.4 million).
| Group Recticel | 1H2020 | 1H2019 |
|---|---|---|
| in thousand EUR | restated1 | |
| Interest on lease liabilities | ( 1 108) | ( 1 773) |
| Interest on long-term bank loans | ( 507) | ( 390) |
| Interest on short-term bank loans & overdraft | ( 576) | ( 765) |
| Net interest charges on Interest Rate Swaps and Foreign Currency Swaps | ( 17) | ( 23) |
| Interest charges on other loans | ( 10) | ( 79) |
| Total borrowing cost | ( 2 219) | ( 3 031) |
| Interest income from bank deposits | 38 | 14 |
| Interest income from financial receivables | 537 | 1 311 |
| Interest income from financial receivables and cash | 575 | 1 324 |
| Interest charges on other debts | ( 97) | ( 35) |
| Total other interest | ( 97) | ( 35) |
| Interest income and expenses | ( 1 741) | ( 1 741) |
| Exchange rate differences | ( 652) | ( 645) |
| Net interest cost IAS 19 | ( 164) | ( 386) |
| Other financial result | 6 | 0 |
| Total other financial result | ( 810) | ( 1 031) |
| FINANCIAL RESULT | ( 2 551) | ( 2 772) |
On 30 June 2020, the Group has completed the divestment of its 50% stake in the Eurofoam Flexible Foams joint venture to Greiner, as well as the divestment of its Automotive Interiors division to TEMDA 2 GmbH, a newly created company in which Admetos holds 51% and Recticel holds a 49% minority participation.
The contractual framework for the divestment of Automotive Interiors contains - besides customary post-closing price adjustments for working capital normalisation and cash/debt items at the level of the divested entities which are still subject to finalisation - specific arrangements to compensate the jointventure for adverse conditions that may occur beyond the control of Recticel and that are linked to the potential impact of the COVID-19 pandemic on the Automotive Interiors operations. These relate specifically to a potential :
1) Compensation for the loss of contribution margin over the period 01 July – 31 December 2020 compared to the contribution margin taken into account in the reference business plan -, as a consequence of a shortfall in sales induced by the potential negative impact of the COVID-19 pandemic on customer demand. A risk assessment has been performed on the basis of available sales volume estimates, and anticipating a gradual reduction of the sales shortfall versus the reference business plan over the period.
2) Compensation for increased insurance costs compared to the ones taken into account in the reference business plan for a period until December 2023. A provision has been recognised based on the estimated potential additional insurance costs, following the impact of the COVID-19 pandemic on the overall insurance market going forward;
As per finalisation of the interim financial statements, management has made its best estimate with regards to the above arrangements based upon the performance of the division over the prior 6 months and considering the most recent forecast and projections relative to the automotive business. The interiors business is mainly active in the US, China and Europe and is highly sensitive to impacts caused by the COVID-19 pandemic (lock-downs, decreased demand in the automotive sector, supply chain disruptions, …). In its estimations, management had to make significant judgment which are mainly related to the level of expected sales and to consider whether full lock downs are likely to occur in the coming months. Considering the unpredictability of the COVID-19 pandemic evolution over the coming months in the continents relevant for the interiors business, there is a significant uncertainty in the estimates made of which the resolution is dependent on future events and which are not under control of Recticel. Material changes (being it adverse or favourable) to the most recent forecast used to make the current estimates may significantly impact the final outcome of the above listed compensations and thus significantly increase or reduce the reported loss on the Automotive divestment.
The acquisition and working capital financing facilities of the new joint-venture amount to EUR 45 million. The financing is supported by guarantees issued by the Group, while the agreement provides for a refinancing as of 2022.
The Automotive Interiors divestment agreement contains reciprocal call/put options for Admetos to acquire, or Recticel to sell, its remaining 49% share, exercisable as from March 2024 at a price calculated on the basis of a pre-agreed EBITDA multiple.
| in thousand EUR | Disposal of Eurofoam |
Disposal of Automotive Interiors |
|---|---|---|
| Total gain (loss) on transaction | 124 428 | ( 41 056) |
| Net result of the period | 3 813 | ( 18 330) |
| Total discontinuing result | 128 241 | ( 59 386) |
For 1H2020, the results are composed as follows:
| in thousand EUR | Eurofoam | Automotive Interiors |
|---|---|---|
| Sales | 0 | 55 303 |
| Distribution costs | 0 | ( 1 478) |
| Cost of sales | 0 | ( 53 688) |
| Gross profit (loss) | 0 | 137 |
| General and administrative expenses | 0 | ( 6 801) |
| Sales and marketing expenses | 0 | ( 2 847) |
| Research and development expenses | 0 | ( 815) |
| Impairment of goodwill, intangible and tangible assets | 0 | ( 1 106) |
| Other operating revenues | 127 123 | 574 |
| Other operating expenses | ( 2 695) | ( 55 816) |
| Income from other associates | 3 813 | 11 656 |
| Operating profit (loss) | 128 241 | ( 55 018) |
| Financial result | 0 | ( 2 556) |
| Result of the period before taxes | 128 241 | ( 57 574) |
| Income taxes | 0 | ( 1 812) |
| Net result of the period | 128 241 | ( 59 386) |
During the year, the Automotive Interiors division contributed following cash flows to the consolidated cash flow statement:
| Group Recticel | Automotive |
|---|---|
| in thousand EUR | Interiors |
| Net cash flow from operating activities relating to discontinued operations | ( 12 053) |
| Net cash flow from investing activities relating to discontinued operations | 10 620 |
| Net cash flow from financing activities relating to discontinued operations | ( 9 731) |
| Effect of exchange rate differences | 1 054 |
| Effect of change in scope of consolidation and foreign currency translation | |
| difference | 0 |
| Total cash flow from discontinued operations | ( 10 110) |
The net assets of Eurofoam and the Automotive Interiors division at the date of disposal were as follows:
| Group Recticel | Eurofoam | Automotive |
|---|---|---|
| in thousand EUR | Interiors | |
| Intangible assets | 0 | 933 |
| Property, plant and equipment | 0 | 46 746 |
| Right-of-use assets | 0 | 26 985 |
| Investment in joint ventures and associates | 44 944 | 0 |
| Other financial assets | 0 | ( 3 668) |
| Non-current contract assets | 0 | 9 926 |
| Deferred taxes | 0 | 698 |
| Non-current assets | 44 944 | 81 620 |
| Inventories | 0 | 16 754 |
| Trade receivables | 0 | 29 972 |
| Current contract assets | 0 | 9 614 |
| Other receivables and other financial assets | 0 | 44 377 |
| Income tax receivables | 0 | 46 |
| Cash and cash equivalents | 0 | 7 434 |
| Current assets | 0 | 108 197 |
| TOTAL ASSETS OVER WHICH CONTROL WAS LOST | 44 944 | 189 817 |
| Pensions and similar obligations | 0 | 2 637 |
| Financial liabilities | 0 | 41 820 |
| Non-current contract liabilities | 0 | 16 327 |
| Non-current liabilities | 0 | 60 784 |
| Pensions and similar obligations | 0 | 367 |
| Provisions | 0 | 3 885 |
| Financial liabilities | 0 | 59 582 |
| Trade payables | 0 | 12 950 |
| Current contract liabilities | 0 | 16 191 |
| Income tax payables | 0 | 600 |
| Other amounts payable | 0 | 13 098 |
| Current liabilities | 0 | 106 673 |
| TOTAL LIABILITIES OVER WHICH CONTROL WAS LOST | 0 | 167 457 |
The capital gain (loss) on the divestment of respectively Eurofoam and the Automotive Interiors activities can be summarized as follows:
| Group Recticel in thousand EUR |
Eurofoam | Automotive Interiors |
|---|---|---|
| Full consideration received | 184 547 | 2 390 |
| - Net assets disposed | ( 44 944) | ( 22 360) |
| - Cumulative translation differences related to the net assets disposed | ( 11 770) | ( 6 757) |
| - Provisions for post-closing price adjustments and specific arrangements | ( 865) | ( 12 629) |
| - Transaction fees and other expenses | ( 2 540) | ( 1 700) |
| = Capital gain (loss) on disposal | 124 428 | ( 41 056) |
The Board of Directors' proposal to distribute a gross dividend of EUR 0.24 per share or EUR 13.3 million for the year 2019, was approved by the shareholders at the Annual General Meeting of 26 May 2020. The payment of this dividend took place on 02 June 2020, and is thus reflected in the financial statements for the first half of 2020.
| Group Recticel in thousand EUR |
Land and buildings |
Plant, machinery & equipment |
Furniture and vehicles |
Other tangible assets |
Assets under construction and advance payments |
TOTAL |
|---|---|---|---|---|---|---|
| At the end of the preceding period (31 | ||||||
| December 2019) | ||||||
| Gross value | 218 664 | 522 391 | 29 411 | 1 106 | 22 806 | 794 378 |
| Accumulated depreciation | ( 124 477) | ( 401 925) | ( 23 309) | ( 1 010) | ( 241) | ( 550 962) |
| Accumulated impairments | ( 3 905) | ( 11 854) | ( 19) | 0 | ( 22) | ( 15 800) |
| Net book value at opening | 90 282 | 108 613 | 6 082 | 97 | 22 543 | 227 617 |
| Movements during the period | ||||||
| Changes in scope of consolidation | ( 3 770) | ( 38 220) | ( 792) | ( 16) | ( 3 948) | ( 46 746) |
| Acquisitions, including own production | 0 | 917 | 91 | 0 | 10 096 | 11 105 (1) |
| Impairments | ( 95) | ( 1 092) | ( 5) | 0 | 0 | ( 1 192) |
| Expensed depreciation | ( 2 562) | ( 12 240) | ( 1 017) | ( 6) | 0 | ( 15 825) |
| Sales, scrapped or destroyed | 0 | ( 15) | 2 | 0 | 0 | ( 13) (2) |
| Transfers from one heading to another | 720 | 5 630 | 555 | 0 | ( 6 820) | 85 |
| Exchange rate differences | ( 1 720) | ( 1 528) | ( 56) | ( 2) | ( 174) | ( 3 480) |
| At the end of the period (30 June 2020) | 82 856 | 62 066 | 4 861 | 72 | 21 698 | 171 552 |
| Gross value | 189 792 | 316 036 | 25 821 | 966 | 21 698 | 554 313 |
| Accumulated depreciation | ( 105 888) | ( 252 339) | ( 20 959) | ( 895) | 0 | ( 380 081) |
| Accumulated impairments | ( 1 048) | ( 1 630) | ( 2) | 0 | 0 | ( 2 680) |
| Net book value at the end of the period | 82 856 | 62 066 | 4 861 | 72 | 21 698 | 171 552 |
| (30 June 2020) | ||||||
| Acquisitions | Disposals | |||||
| Cash-out on acquisitions tangible assets | ( 7 246) | Cash-in from disposals tangible assets | 56 | |||
| Acquisitions included in working capital | ( 3 858) | Disposals included in working capital | ( 43) | |||
| Total acquisitions tangible assets (1) | ( 11 105) | Total disposals tangible assets (2) | 13 | |||
Total acquisitions of tangible assets amount to EUR 11.1 million in the first half of 2020.
At 30 June 2020, the Group has entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 5.7 million.
At 31 December 2019, the Group had entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 4.3 million.
| Group Recticel in thousand EUR |
Land and buildings |
Plant, machinery & equipment |
Furniture and vehicles |
Leases and similar rights |
Other tangible assets |
Assets under construction and advance payments |
TOTAL |
|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 | |||||||
| December 2018) | |||||||
| Gross value | 187 887 | 526 968 | 25 945 | 44 698 | 1 112 | 15 315 | 801 925 |
| Accumulated depreciation | ( 117 837) | ( 394 780) | ( 21 749) | ( 17 303) | ( 1 043) | ( 238) | ( 552 951) |
| Accumulated impairments | ( 3 964) | ( 12 350) | ( 21) | ( 76) | 0 | ( 22) | ( 16 432) |
| Net book value at opening | 66 086 | 119 838 | 4 174 | 27 319 | 70 | 15 055 | 232 541 |
| Movements during the period | |||||||
| Changes in accounting policies | 0 | 0 | 0 | ( 27 319) | 0 | 0 | ( 27 319) |
| Changes in consolidation method | 1 483 | 444 | 18 | 0 | 0 | 0 | 1 946 13 581 (1) |
| Acquisitions, including own production | 151 | 1 557 | 244 | 0 | 5 | 11 623 | |
| Impairments Expensed depreciation |
0 ( 2 011) |
( 325) ( 11 191) |
( 10) ( 981) |
0 0 |
0 ( 10) |
0 0 |
( 335) ( 14 193) |
| ( 11) (2) | |||||||
| Sales, scrapped or destroyed | 0 | ( 7) | ( 1) | 0 | 0 | ( 3) | |
| Transfers from one heading to another Exchange rate differences |
2 597 21 |
13 733 370 |
642 4 |
0 0 |
36 ( 0) |
( 16 942) ( 14) |
66 381 |
| At the end of the period (30 June 2019) | 68 327 | 124 420 | 4 091 | ( 0) | 100 | 9 719 | 206 657 |
| Gross value | 191 913 | 554 561 | 26 916 | 0 | 1 914 | 9 982 | 785 285 |
| Accumulated depreciation | ( 119 695) | ( 418 499) | ( 22 800) | 0 | ( 1 814) | ( 240) | ( 563 048) |
| Accumulated impairments | ( 3 891) | ( 11 642) | ( 25) | 0 | 0 | ( 22) | ( 15 580) |
| Net book value at the end of the period | |||||||
| (30 June 2019) | 68 327 | 124 420 | 4 091 | 0 | 100 | 9 719 | 206 657 |
| Acquisitions | Disposals | ||||||
| Cash-out on acquisitions tangible assets | ( 17 522) | Cash-in from disposals tangible assets | 753 | ||||
| Acquisitions included in working capital | 3 941 | Disposals included in working capital | ( 742) | ||||
| Total acquisitions tangible assets (1) | ( 13 581) | Total disposals tangible assets (2) | 11 |
Total acquisitions of tangible assets amount to EUR 13.6 million in the first half of 2019.
At 30 June 2019, the Group has entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 10.0 million.
At 31 December 2018, the Group had entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 10.5 million.
| Group Recticel in thousand EUR |
Land and buildings |
Plant, machinery & equipment |
Furniture & Vehicules |
TOTAL |
|---|---|---|---|---|
| At the end of the preceding period (31 December 2019) | ||||
| Gross value | 107 173 | 19 041 | 16 545 | 142 759 |
| Accumulated depreciation | ( 25 935) | ( 5 606) | ( 5 698) | ( 37 239) |
| Accumulated impairments | ( 364) | ( 46) | 0 | ( 410) |
| Net book value at opening | 80 874 | 13 389 | 10 846 | 105 110 |
| Movements during the period | ||||
| Changes in scope of consolidation | ( 20 411) | ( 5 226) | ( 1 348) | ( 26 985) |
| Acquisitions, including own production | 16 214 | 163 | 641 | 17 017 |
| Lease reassessment | 360 | 16 | 125 | 501 |
| Impairments | ( 88) | 0 | 0 | ( 88) |
| Expensed depreciation | ( 5 890) | ( 2 550) | ( 2 906) | ( 11 345) |
| Sales, scrapped or destroyed | ( 1 678) | 0 | ( 11) | ( 1 689) |
| Exchange rate differences | ( 1 893) | ( 393) | ( 106) | ( 2 392) |
| At the end of the period (30 June 2020) | 67 488 | 5 399 | 7 241 | 80 128 |
| Gross value | 90 847 | 8 726 | 13 470 | 113 042 |
| Accumulated depreciation | ( 23 023) | ( 3 288) | ( 6 229) | ( 32 539) |
| Accumulated impairments | ( 336) | ( 39) | 0 | ( 375) |
| Net book value at the end of the period (30 June 2020) |
67 488 | 5 399 | 7 241 | 80 128 |
Acquisitions include (i) a new lease contract for the International Headquarters of the Group in Belgium (EUR 2.8 million; 12 years with early-termination option; 2.91%), (ii) the renewal of the lease of the Bedding building in Poland (EUR 9.6 million; 11 years without purchase option; 5.5%), (iii) the renewal of the lease of a building in Czech Republic (EUR 1.2 million; 10 years without purchase option; 4.815%) and (iv) the renewal of a lease for the Bedding building in Sweden (EUR 1.3 million; 3 years without purchase option; 2.705%).
The weighted average underlying incremental borrowing rate of the right-of-use asset agreements per 30 June 2020 was 2.9% (3.2% per 31 December 2019).
Besides the Group benefits from other operating lease arrangements which are not recognised in the balance sheet, following the exception rule under IFRS 16.
For the half-year ending 30 June 2019:
| Group Recticel in thousand EUR |
Land and buildings |
Plant, machinery & equipment |
Furniture & Vehicules |
TOTAL |
|---|---|---|---|---|
| At the end of the preceding period (31 | ||||
| December 2018) | ||||
| Gross value | 0 | 0 | 0 | 0 |
| Accumulated depreciation | 0 | 0 | 0 | 0 |
| Accumulated impairments | 0 | 0 | 0 | 0 |
| Net book value at opening | 0 | 0 | 0 | 0 |
| Movements during the period | ||||
| Changes in accounting policies | 87 058 | 18 976 | 11 496 | 117 530 |
| Changes in accounting policies - Transfer | 27 313 | 6 | 0 | 27 319 |
| from Property, plant and equipment | ||||
| Acquisitions, including own production | 591 | 228 | 1 616 | 2 435 |
| Lease reassessment | 500 | 0 | 0 | 500 |
| Expensed depreciation | ( 6 250) | ( 2 767) | ( 2 342) | ( 11 359) |
| Sales, scrapped or destroyed | ( 1 673) | 0 | 0 | ( 1 673) |
| Exchange rate differences | 160 | 160 | 4 | 323 |
| At the end of the period (30 June 2019) | 107 698 | 16 602 | 10 775 | 135 075 |
| Gross value | 131 237 | 19 836 | 13 176 | 164 249 |
| Accumulated depreciation | ( 22 985) | ( 3 235) | ( 2 401) | ( 28 621) |
| Accumulated impairments | ( 553) | 0 | 0 | ( 553) |
| Net book value at the end of the period (30 June 2019) |
107 699 | 16 602 | 10 775 | 135 075 |
| Group Recticel in thousand EUR |
Associates | Other associates |
30 JUN 2020 |
|---|---|---|---|
| At the end of the preceding period | 65 465 | 0 | 65 465 |
| Movements during the year | |||
| Capital increase | 0 | 973 | 973 |
| Transfer from one heading to another | ( 53 833) | 53 833 | 0 (3) |
| Remeasurement gains/losses on defined benefit plans | 0 | 0 | 0 |
| Other comprehensive income net of tax | 0 | 0 | 0 |
| Group's share in the result for the period | 420 | ( 2 954) | ( 2 534) (1) |
| Translation differences | 0 | 585 | 585 |
| Comprehensive income for the period | 420 | ( 2 369) | ( 1 949) |
| Change in scope | 0 | ( 32 315) | ( 32 315) (2) |
| At the end of the period | 12 052 | 20 122 | 32 174 |
In 1H2020 a reclassification was made of the interests in associates. Associates considered as being part of the Group's core business (i.e. Orsafoam) are reported under the item "Interest in associates", whereas associates not considered as being part of the Group's core business (i.e. Proseat and Automotive Interiors) are reported under the item "Interests in other associates". (cfr. I.7.7.3.)
For the half-year ending 30 June 2020:
| Group Recticel in thousand EUR |
LITIGATIONS | DEFECTIVE PRODUCTS | ENVIRONMENTAL RISKS | RESTRUCTURING | OTHER RISKS | TOTAL |
|---|---|---|---|---|---|---|
| At the end of the preceding year (31 December 2019) |
25 | 1 607 | 1 730 | 7 179 | 2 123 | 12 664 |
| Movements during the period Changes in scope of consolidation Increases Utilisations Write-backs Transfer from one heading to another Exchange rate differences Other |
0 0 0 0 0 0 0 |
0 156 ( 134) ( 208) 0 ( 6) 0 |
0 0 ( 31) 0 0 0 0 |
( 3 885) 2 228 ( 2 662) ( 999) 0 0 22 |
0 16 865 ( 619) 0 866 36 0 |
( 3 885) 19 249 ( 3 447) ( 1 207) 866 30 22 |
| At the end of the current year (30 June 2020) |
25 | 1 415 | 1 699 | 1 883 | 19 270 | 24 292 |
| Non-current provisions (more than one year) Current provisions (less than one year) At the end of the current year (30 June 2020) |
25 0 25 |
1 415 0 1 415 |
1 491 208 1 699 |
1 189 693 1 883 |
19 251 20 19 270 |
23 371 921 24 292 |
Provisions for other risks increase by EUR 16.9 million, of which EUR 16.0 million represents management assessments with regards to post-closing settlements linked to the disposal of the Automotive Interiors activities. (cfr I.7.7.3.)
| Group Recticel in thousand EUR |
OTHER LITIGATIONS CUSTOMER & |
DEFECTIVE PRODUCTS |
ENVIRONMENTAL RISKS |
REORGANISATION | PROVISIONS FOR CONTRACTS ONEROUS |
OTHER RISKS | TOTAL |
|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 Dec 2018) | 171 | 1 713 | 2 237 | 9 063 | 1 117 | 2 573 | 16 873 |
| Movements during the period | |||||||
| Changes in accounting policies | 0 | 0 | 0 | 0 | ( 618) | 0 | ( 618) |
| Changes in consolidation method | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Actuarial (gains) losses recognized in equity | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Actualisation | 0 | ( 0) | 0 | 0 | 0 | 0 | ( 0) |
| Increases | 0 | 371 | 0 | 0 | 0 | 865 | 1 236 |
| Utilisations | ( 146) | ( 278) | ( 172) | ( 1 714) | 34 | ( 237) | ( 2 513) |
| Write-backs | ( 15) | ( 54) | 0 | ( 666) | ( 95) | ( 174) | ( 1 004) |
| Transfers from one heading to another | 15 | 0 | 0 | 0 | 0 | ( 15) | 0 |
| Exchange rate differences | 0 | 5 | 0 | 0 | 0 | 6 | 11 |
| At the end of the period (30 Jun 2019) | 25 | 1 756 | 2 065 | 6 683 | 438 | 3 018 | 13 986 |
| Non-current provisions (more than one year) | 25 | 1 576 | 1 857 | 6 093 | 438 | 3 018 | 13 007 |
| Current provisions (less than one year) | 0 | 181 | 208 | 590 | 0 | 0 | 979 |
| Total at end of the period (30 Jun 2019) | 25 | 1 756 | 2 065 | 6 683 | 438 | 3 018 | 13 986 |
The movement in the changes in accounting policies relates to the application of IFRS 16.
| Group Recticel in thousand EUR |
NON-CURRENT LIABILITIES |
LIABILITIES | CURRENT | |
|---|---|---|---|---|
| 30 JUN 2020 |
31 DEC 2019 |
30 JUN 2020 |
31 DEC 2019 |
|
| Secured | ||||
| Lease liabilities | 62 796 | 80 561 | 7 931 | 15 837 |
| Bank loans | 12 869 | 18 103 | 901 | 1 778 |
| Bank loans - factoring with recourse | 0 | 0 | 758 | |
| Total secured | 75 664 | 98 664 | 8 832 | 18 373 |
| Unsecured | ||||
| Other loans | 1 620 | 1 670 | 260 | 260 |
| Current bank loans | 0 | 0 | 110 278 | 259 |
| Commercial paper | 0 | 0 | 42 977 | 96 936 |
| Bank overdrafts | 0 | 0 | 1 490 | 742 |
| Other financial liabilities | 0 | 0 | 563 | 846 |
| Total unsecured | 1 620 | 1 670 | 155 568 | 99 043 |
| Total liabilities carried at amortised cost | 77 285 | 100 334 | 164 400 | 117 416 |
in thousand EUR
| 30 JUN 2020 | 31 DEC 2019 | |
|---|---|---|
| Drawn amounts under the various available interest-bearing borrowing facilities | ||
| Outstanding amounts under lease liabilities | 62 796 | 80 561 |
| Outstanding amounts under other non-current loans | 14 489 | 19 773 |
| Outstanding amounts under non-current gross interest-bearing borrowings (a) |
77 285 | 100 334 |
| Outstanding amounts under bank overdrafts | 1 490 | 742 |
| Outstanding amounts under current bank loans | 111 179 | 2 036 |
| Outstanding amounts under lease liabilities | 7 931 | 15 837 |
| Outstanding amounts under factoring programs - retention amount | 0 | 758 |
| Outstanding amounts under commercial paper programs 1 | 42 977 | 96 936 |
| Outstanding amounts under other current loans | 260 | 260 |
| Outstanding amounts under other financial liabilities | 563 | 846 |
| Outstanding amounts under current gross interest-bearing borrowings (b) |
164 400 | 117 416 |
| Total outstanding amounts under gross interest-bearing borrowings (c)=(a)+(b) |
241 685 | 217 750 |
| Outstanding amounts under non-recourse factoring programs (d) | 0 | 47 051 |
| Total outstanding amounts under gross interest-bearing borrowings and factoring programs (e)=(c)+(d) |
241 685 | 264 801 |
| Weighted average lifetime of non-current interest-bearing borrowings (in years) |
4,9 | 3,5 |
| Weighted average interest rate of gross financial debt at fixed interest rate |
2,22% | 1,98% |
| Weighted average interest rate of total gross financial debt | 1,08% | 0,90% |
|---|---|---|
| Interest rate range of gross financial debt at variable interest rate | 0.21% - 3.70% | 0.25% - 3.70% |
| Weighted average interest rate of gross financial debt at variable interest rate |
0,54% | 0,39% |
| Interest rate range of gross financial debt at fixed interest rate | 1.46% - 2.62% | 1.46% - 2.62% |
Percentage of gross financial debt at fixed interest rate 32,0% 32,0% Percentage of gross financial debt at variable interest rate 68,0% 68,0%
1 The amount drawn under the commercial paper program is to be covered at any time by the undrawn amount under the club deal facility. Therefor the reported unused amount under the EUR 175 million club deal revolving credit facility is after deduction of the issued amounts under the commercial paper program.
The fair value of floating rate borrowings is close to the nominal value.
The majority of the Group's financial debt is centrally contracted and managed through Recticel International Services n.v./s.a., which acts as the Group's internal bank.
As of 30 June 2020, lease liabilities comprise (i) following the application of IFRS 16 the operating leases for property, plant and equipment, furniture and vehicles of EUR 55.2 million, and (ii) the formerly called finance leases. Finance leases consist mainly of three leases. The first one finances the Insulation plant in Bourges (France), has an outstanding amount of EUR 5.8 million and is at floating rate. The second one for buildings in Belgium, has an outstanding amount of EUR 2.0 million in the statement of financial position and is at a fixed rate. In 2018 a new lease was taken to finance the extension of the Insulation plant in Wevelgem (Belgium). Per 30 June 2020 the outstanding amount of this new lease amounted to EUR 7.7 million. This lease is at fixed rate.
On 9 December 2011, Recticel concluded a five-year club deal for a multi-currency loan of EUR 175 million. The tenor of this 'club deal' facility – in which 6 European banks are participating - has been extended in February 2016 for another five years. It currently will mature in February 2021 and refinancing discussion are currently on-going. It is expected that these negotiations will be finalized in the coming months.
In 2019, Recticel concluded a secured fixed rate bilateral bank loan of EUR 15.5 million for the financing of the new greenfield Insulation plant in Finland. The tenor of this amortising bank loan is 15 years, with maturity in March 2033.
In 2018, the Group started a short term commercial paper program (TCN – Titres de Créances Négociables) in France for an amount of EUR 100 million, which was increased in 2019 to EUR 150 million. This TCN-program is used to complement the financing of day-to-day working capital needs of the Group. The amount issued under the TCN-program is to be covered by the unused amount under the EUR 175 million club deal credit facility.
The following table presents the unused credit facilities available to the Group:
in thousand EUR
| 30 JUN 2020 | 31 DEC 2019 | |
|---|---|---|
| Unused amounts under non-current financing facilities | ||
| Undrawn available commitments under the club deal facility 1 | 22 000 | 78 064 |
| Undrawn available under non-current commitments maturing within one year |
0 | 0 |
| Undrawn available under other non-current commitments | 0 | 0 |
| Total available under non-current facilities | 22 000 | 78 064 |
| Unused amounts under current financing facilities | ||
| Undrawn under current on-balance facilities | 35 604 | 53 087 |
| Undrawn under off-balance factoring programs | 53 000 | 35 333 |
| Total available under current facilities | 88 604 | 88 420 |
| Total unused amounts under financing facilities | 110 604 | 166 484 |
1 The amount drawn under the commercial paper program is to be covered at any time by the undrawn amount under the club deal facility. Therefor the reported unused amount of EUR 22 million under the EUR 175 million club deal revolving credit facility is after deduction of the issued amounts under the commercial paper program.
All conditions under the financial arrangements with the banks are respected.
Recticel s.a./n.v., or some of its subsidiaries have provided various parental corporate guarantees and comfort letters for commercial and/or financial commitments towards third parties.
Following the divestment of the 50% participation in Eurofoam (cfr I.7.7.3.) all guarantees provided on behalf of Eurofoam GmhH and subsidiaries have been stopped as of 30 June 2020.
Compared to the situation per 31 December 2019, most other outstanding guarantees and/or comfort letters remained in place; save for some minor adjustments in some committed amounts.
During the first half-year 2020, Recticel s.a./n.v. issued the following material (> EUR 1 million) new additional guarantees and/or comfort letters :
For subsidiaries:
For other associates:
| Group Recticel | 30 JUN 2020 | 31 DEC 2019 |
|---|---|---|
| Guarantees given or irrevocably promised by Recticel SA/NV as security for debts and commitments of companies |
151 088 | 87 331 |
These guarantees include mainly parental corporate guarantees and letters of comfort for commitments contracted by subsidiaries with banks (EUR 95.8 million), lessors (EUR 45.0 million), governmental institutions (EUR 3.8 million) and other third parties (EUR 6.5 million).
Compared to December 2019 there are two significant changes in the related party transactions, namely with Eurofoam (divested) and the newly established 51/49 Admetos/Recticel joint venture (Automotive Interiors).
Transactions between Recticel s.a./n.v. and its subsidiaries, which are related parties, have been eliminated in the consolidation and are not disclosed in this note. Transactions with other related parties are disclosed below, and concern primarily commercial transactions done at prevailing market conditions. The tables below include only transactions considered to be material, i.e. exceeding a total of EUR 1 million.
in thousand EUR
| Group Recticel | RECEIVABLE CURRENT NON- S |
RECEIVABLE TRADE S |
RECEIVABLE CURRENT OTHER S |
PAYABLES TRADE |
PAYABLES OTHER |
REVENUES | COST OF SALES |
|---|---|---|---|---|---|---|---|
| Total Proseat companies | 8 500 | 2 634 | 0 | 27 | 0 13 341 | ( 90) | |
| Total Orsafoam companies | 0 | 20 | 152 | 131 | 3 | 61 | 0 |
| Total TEMDA 2 companies | 10 000 | 1 793 | 8 840 | 444 | 2 960 | 0 | 0 |
| TOTAL | 18 500 | 4 447 | 8 992 | 602 | 2 962 13 401 | ( 90) | |
Following the partial divestment from the Proseat group, revenues from Proseat companies relate to the sale of chemical raw materials at cost.
On 27 June 2020 a new warrant plan was issued in favour of leading staff members of the Group. In total 505,000 new warrants were issued with an exercise price of EUR 6.70. The exercise period runs - after a vesting period of three years -, from 01 January 2024 till 27 June 2027. Fair value of this warrant serie amounts to EUR 0.74 million.
360,000 out of the 505,000 were allocated to the current members of the Management Committee.
| in units | ||
|---|---|---|
| Group Recticel | 30 JUN 2020 | 31 DEC 2019 as published |
| Management Committee | 10 | 10 |
| Employees | 1 534 | 2 250 |
| Workers | 2 539 | 3 842 |
| Average number of people employed (full time equivalent) on a consolidated basis (i.e. excluding joint ventures) |
4 083 | 6 102 |
| Average number of people employed in Belgium | 964 | 1 047 |
The decrease of the average number of people employed is to a large extent explained by the change of scope following the divestment of the Automotive Interiors activities (1.496 full time equivalents) (cfr I.7.7.3.).
The contingent assets and liabilities as communicated in the annual report 2019 (section II.4.2.6.9.) encountered the following developments:
In 1986, Recticel sold its "fertilizer" division, in particular the activities of the Tertre site, to Kemira, now acquired by Yara. As part of this agreement, Recticel undertook to set an old basin ("Valcke Basin"), in line with environmental regulations. This requirement was not yet performed because of the mutual dependence of the environmental conditions within the industrial site in Tertre. Yara sued Recticel for precautionary reasons pursuant to this obligation in July 2003. Both parties negotiated and signed a settlement agreement in the course of 2011, which ended the dispute.
Under the settlement agreement Yara and Recticel committed to prepare together a recovery plan for four contaminated areas of the industrial area in Tertre, including the Valcke Bassin and a dump site of Finapal, and agreed on the cost split thereof.
This plan was approved in December 2013 by Ministerial Order of the Walloon Government, and the specification book was likewise prepared by both parties and approved by the authorities. End December 2015 Ecoterres was appointed as contractor. The works were started in 2016 and the end of the works is expected by end 2021.
The implementation of the restructuring plan started in 2013 and has been completed as planned. The clean-up works were completed in 2018 but are still subject to a monitoring phase during 3 years, which has now been prolonged by one year.
The Group has been the subject of an antitrust investigation at European level. Recticel announced on 29 January 2014 that a settlement was reached with the European Commission in the polyurethane foam investigation. The case was closed after payment of the last instalment of the effective overall fine in April 2016.
Various claims have been issued by one or more customers, in which these entities allege harm with regard to the conduct covered by the European Commission's cartel decision. Some procedures have been ended or concluded in the course of 2016-2019, with one court procedure ongoing in Germany linked to Eurofoam, and one court procedure recently launched in the United Kingdom. No additional new claims are to be expected as these have now all become time-barred.
While Recticel believes there to be no harm done, and it is up to the customer to prove any damage incurred, Recticel carefully reviews and evaluates the merits for each case with its legal advisors to determine the appropriate defensive strategy and recognises, where appropriate, provisions to cover any legal costs in this regard.
Regarding the on-going litigation, no considered judgment can at this stage be formed on the outcome of these procedures or on the amount of any potential loss for the company.
One of our Group entities in the United Kingdom is the subject of a HSE investigation following the accidental death of one of its employees. The HSE has concluded the fact-finding phase of its investigation and has made certain allegations against Recticel Ltd. for breach of HSE regulations. Recticel has replied to these allegations. It cannot be excluded that further procedural steps might be taken by the authorities, leading to prosecution, legal costs and fines.
One of the Group's entities in France is implicated in a labour law case following the closure of a production site, whereby the former employees have launched a claim to obtain additional compensations, on the basis that the economic reasons for the closure were invalid. The court proceedings have so far confirmed the position of the employees, but Recticel SAS has launched an appeal procedure. The final outcome remains uncertain.
Following the fire incident in Most (Czech Republic), the involved Group entity has been temporarily unable to supply the contractually agreed quantities of products, leading to production interruptions at the direct customers and the car manufacturers. While the Group entity involved have claimed Force Majeure in this respect, this has been put in question or even contested by a number of customers, with indication that further claims could be raised to obtain damage compensation. While the Group is insured in this regard in line with industrial standards, it cannot be excluded that such claims could lead to financial losses for the companies involved. One customer has launched a legal proceeding in France in the course of the first semester of 2019.
Some years ago Recticel has initiated opposition proceedings against the patent application of a Swiss competitor which had been developed by and has been since many years used by the Group. Recticel has won this procedure. In March 2020 the European Patent Office confirmed the decision in appeal. This decision is final.
Following the announced closure of a production plant in Catarroja, Spain, a transport company sent a claim letter for damage compensation against Recticel's Spanish entity. Recticel refuted the claim. In May 2020, both parties reached an amicable settlement with no material impact at Recticel level.
On 31 May 2019, Greiner AG launched an arbitration proceeding against Recticel SA/NV, claiming that Recticel supplied excess quantities of foam to its Bedding subsidiaries located in the territory of the Eurofoam joint venture, in breach of the 1997 Joint Venture agreement and requesting compensation for damages in this regard. Recticel considered this claim to be without merit. In the framework of the negotiation and signature of the Eurofoam divestment transaction with Greiner, both parties agreed to abandon their respective claims, with each party paying its own legal costs. Termination letters were sent to the Arbitration Tribunal in early July, following the closing of the sale of Eurofoam.
As of 30 June 2020, total overall provisions and accruals for other litigations, environmental risks and other risks on Recticel Group level amounted to EUR 5.0 million in the consolidated financial statements. With reference to the prejudicial exemption in IAS 37 §92, the Group will not disclose any further information about the assumptions for the provision, including any details about current and the expected number of lawsuits and claims.
The disclosure of such information is believed to be detrimental to the Group in connection with the ongoing confidential negotiations and could inflict financial losses on Recticel and its shareholders.
| I.7.9.6. | Reconciliation with alternative performance measures (consolidated) | |
|---|---|---|
| Group Recticel | 30 JUN 2019 | 30 JUN 2020 |
|---|---|---|
| in thousand EUR Income statement |
restated 1 | |
| Sales | 453 831 | 374 262 |
| Gross profit | 87 981 | 65 343 |
| EBITDA | 30 412 | 17 384 |
| Operating profit (loss) | 12 284 | ( 2 885) |
| Operating profit (loss) | 12 284 | ( 2 885) |
| Amortisation intangible assets Depreciation tangible assets |
935 16 373 |
879 16 751 |
| Amortisation deferred charges long term | 488 | 557 |
| Impairments on goodwill, intangible and tangible fixed assets | 333 | 2 083 |
| EBITDA | 30 412 | 17 384 |
| EBITDA | 30 412 | 17 384 |
| Restructuring charges | ( 133) | 1 525 |
| Other | 4 325 | 161 |
| Adjusted EBITDA | 34 604 | 19 070 |
| Operating profit (loss) | 12 284 | ( 2 885) |
| Restructuring charges Other |
( 133) 4 325 |
1 525 161 |
| Impairments | 333 | ( 2 083) |
| Adjusted operating profit (loss) | 16 809 | ( 3 282) |
| Group Recticel | 31 DEC 2019 | 30 JUN 2020 |
| in thousand EUR Non-current financial liabilities |
as published 100 334 |
77 285 |
| Current financial liabilities | 117 415 | 164 400 |
| Cash | ( 48 479) | ( 197 477) |
| Other financial assets 1 | ( 712) | ( 374) |
| Net financial debt on statement of financial position Factoring programs |
168 558 47 051 |
43 834 0 |
| Total net financial debt | 215 609 | 43 834 |
| 1 Hedging instruments and interest advances |
||
| Gearing ratio (Net financial debt / Total equity) | ||
| Total equity | 275 397 | 331 542 |
| Net financial debt on statement of financial position / Total equity | 61,2% | 13,2% |
| Total net financial debt / Total equity | 78,3% | 13,2% |
| Leverage ratio (Net financial debt / EBITDA) | ||
| EBITDA (last 12 months) | 95 264 | 47 173 |
| Net financial debt on statement of financial position / EBITDA | 1,8 | 0,9 |
| Total net financial debt / EBITDA | 2,3 | 0,9 |
| Net working capital Inventories and contracts in progress |
101 797 | 84 601 |
| Trade receivables | 99 117 | 119 712 |
| Current contract assets | 11 300 | 0 |
| Other receivables Income tax receivables |
20 119 1 449 |
31 349 1 515 |
| Trade payables | ( 93 008) | ( 55 903) |
| Current contract liabilities | ( 32 832) | ( 17 301) |
| Income tax payables | ( 1 229) | ( 229) |
| Other amounts payable Net working capital |
( 81 325) 25 388 |
( 86 828) 76 916 |
| Current ratio (= Current assets / Current liabilities) | ||
| Current assets | 300 600 | 438 546 |
| Current liabilities Current ratio (factor) |
332 264 0,9 |
328 958 1,3 |
For the comment of the interim management report, reference is made to the press release of 28 August 2020.
Mr Johnny Thijs (Chairman of the Board of Directors), Mr Olivier Chapelle (Chief Executive Officer) and Mr Jean-Pierre Mellen (Chief Financial Officer), certify in the name and on behalf of Recticel, that to the best of their knowledge:
* * *
Consolidated (data) : financial data following the application of IFRS 11, whereby Recticel's joint ventures are integrated on the basis of the equity method.
In addition, the Group uses alternative performance measures (Alternative Performance Measures or "APM") to express its underlying performance and to help the reader to better understand the results. APM are not defined performance indicators by IFRS. The Group does not present APM as an alternative to financial measures determined in accordance with IFRS and does not give more emphasis to APM than the defined IFRS financial measures.
Adjusted EBITDA : EBITDA before Adjustments (to Operating profit)
Adjusted operating profit (loss) : Operating profit (loss) + adjustments to operating profit (loss)
Adjustments to Operating profit (loss) : include operating revenues, expenses and provisions that pertain to restructuring programmes (redundancy payments, closure & clean-up costs, relocation costs,...), reorganisation charges and onerous contracts, impairments on assets ((in)tangible assets and goodwill), revaluation gains or losses on investment property, gains or losses on divestments of non-operational investment property, and on the liquidation of investments in affiliated companies, revenues or charges due to important (inter)national legal issues.
EBITDA : Operating profit (loss) + depreciation, amortisation and impairment on assets; all of continuing activities
Gearing : Net financial debt / Total equity
Current ratio : Current assets / Current liabilities
Income from associates : income from associates considered as being part of the Group's core business are integrated in Operating profit (loss); i.e. Orsafoam
Total net financial debt: Net financial debt + the drawn amounts under off-balance sheet non-recourse
Net working capital : Inventories and contracts in progress + Trade receivables + Other receivables + Income tax receivables – Trade payables – Income tax payables – Other amounts payable
Total net financial debt: Net financial debt + the drawn amounts under off-balance sheet non-recourse factoring programs
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