Quarterly Report • Aug 31, 2017
Quarterly Report
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The condensed consolidated financial statements have been authorised for issue by the Board of Directors on 30 August 2017.
| Group Recticel | |||
|---|---|---|---|
| in thousand EUR | Notes * | 1H2017 | 1H2016 |
| Sales | I.7.5. | 566 042 | 534 492 |
| Distribution costs | ( 31 708) | ( 29 476) | |
| Cost of sales | ( 443 332) | ( 396 192) | |
| Gross profit 1 | 91 002 | 108 824 | |
| General and administrative expenses | ( 42 955) | ( 41 944) | |
| Sales and marketing expenses 2 | ( 33 943) | ( 37 334) | |
| Research and development expenses | ( 7 047) | ( 6 855) | |
| Impairments | I.7.5. | 0 | ( 959) |
| Other operating revenues (a) | 25 167 | 2 733 | |
| Other operating expenses (b) | ( 13 142) | ( 10 592) | |
| Total other operating revenues/(expenses) (a)+(b) | I.7.6.1. | 12 025 | ( 7 859) |
| Income from joint ventures & associates 3 | 1 506 | 10 749 | |
| EBIT | I.7.5. | 20 588 | 24 622 |
| Interest income | 402 | 433 | |
| Interest expenses | ( 3 974) | ( 4 292) | |
| Other financial income | 8 722 | 5 428 | |
| Other financial expenses | ( 7 239) | ( 6 519) | |
| Financial result | I.7.6.2. | ( 2 089) | ( 4 950) |
| Result of the period before taxes | 18 499 | 19 672 | |
| Current income taxes | ( 2 126) | ( 2 215) | |
| Deferred taxes | ( 2 072) | ( 1 959) | |
| Result of the period after taxes | 14 301 | 15 498 | |
| of which attributable to non-controlling interests | 0 | 0 | |
| of which share of the Group | 14 301 | 15 498 | |
1 The lower gross profit is to a large extent explained by (i) higher raw material costs (i.e. isocyanates) as a result of supply shortages and (ii) additional costs (EUR -17.0 million) due to alternative production solutions and operational inefficiencies linked to the fire incident in Automotive Interiors in Most (Czech Republic), and (iii) the temporary impact linked to the leadtime necessary to pass through the raw material price increases to the customers.
2The decrease in "Sales and marketing expenses" results from structural rationalisation measures - mainly in Bedding -, as well as from timing differences for advertising and fairs.
3 The lower "Income from joint ventures & associates" in 1H2017 results mainly from the margin pressure following the significant increase of chemical raw materials costs (i.e. isocyanates) in 2Q2017.
* The accompanying notes are an integral part of this income statement.
| Group Recticel in EUR |
Notes * | 1H2017 | 1H2016 |
|---|---|---|---|
| Basic earnings per share | 0,265 | 0,290 | |
| Diluted earnings per share | 0,248 | 0,271 |
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 and additional shares for convertible bond if converted.
| Group Recticel Notes * in thousand EUR |
1H2017 | 1H2016 |
|---|---|---|
| Result for the period after taxes | 14 301 | 15 498 |
| Other comprehensive income | ||
| Items that will not subsequently be recycled to profit and loss Actuarial gains and losses recognized in equity Deferred taxes on actuarial gains and losses on employee benefits Currency translation differences Total |
527 ( 255) 140 412 |
( 10 120) 2 166 704 ( 7 250) |
| Items that subsequently may be recycled to profit and loss Hedging reserves Currency translation differences Deferred taxes on hedging interest reserves Total |
1 103 ( 2 851) ( 381) ( 2 129) |
523 ( 4 681) ( 344) ( 4 502) |
| Other comprehensive income net of tax | ( 1 717) | ( 11 752) |
| Total comprehensive income for the period | 12 584 | 3 746 |
| Total comprehensive income for the period of which attributable to non-controlling interests of which attributable to the owners of the parent |
12 584 0 12 584 |
3 746 0 3 746 |
| Group Recticel | Notes * | 30 Jun 2017 | 31 Dec 2016 |
|---|---|---|---|
| in thousand EUR | |||
| Intangible assets | 11 977 | 12 104 | |
| Goodwill | 24 720 | 25 073 | |
| Property, plant & equipment | I.7.7.1. | 217 594 | 216 207 |
| Investment property | 3 331 | 3 331 | |
| Investments in joint ventures and associates | I.7.7.2. | 75 548 | 82 389 |
| Other financial investments | 68 | 71 | |
| Available for sale investments | 611 | 410 | |
| Non-currrent receivables | 13 784 | 13 860 | |
| Deferred tax | 34 183 | 37 820 | |
| Non-currrent assets | 381 816 | 391 265 | |
| Inventories and contracts in progress | 111 048 | 91 900 | |
| Trade receivables | 134 869 | 101 506 | |
| Other receivables | 59 695 | 69 561 | |
| Income tax receivables | 1 219 | 1 441 | |
| Available for sale investments | 107 | 107 | |
| Cash and cash equivalents | 48 498 | 37 174 | |
| Current assets | 355 436 | 301 689 | |
| TOTAL ASSETS | 737 252 | 692 954 | |
| Capital | 136 356 | 135 156 | |
| Share premium | 127 685 | 126 071 | |
| Share capital | 264 041 | 261 227 | |
| Treasury shares | ( 1 450) | ( 1 450) | |
| Other reserves | ( 16 886) | ( 17 430) | |
| Retained earnings | 29 475 | 24 855 | |
| Hedging and translation reserves | ( 18 126) | ( 15 997) | |
| Equity (share of the Group) Equity attributable to non-controlling interests |
257 054 0 |
251 205 0 |
|
| Total equity | 257 054 | 251 205 | |
| Pensions and similar obligations | I.7.7.3. | 48 903 | 50 979 |
| Provisions | I.7.7.3. | 11 073 | 13 208 |
| Deferred tax | 9 131 | 10 116 | |
| Bonds & Notes | 0 | 0 | |
| Financial leases | 8 680 | 8 683 | |
| Bank loans | 96 020 | 86 589 | |
| Other loans | 1 726 | 1 777 | |
| Interest-bearing borrowings | I.7.7.4. | 106 426 | 97 049 |
| Other amounts payable | 199 | 183 | |
| Non-current liabilities | 175 732 | 171 535 | |
| Pensions and similar obligations | I.7.7.3. | 5 674 | 4 168 |
| Provisions | I.7.6.3. | 1 161 | 1 780 |
| Bonds & Notes | 27 600 | 27 269 | |
| Other loans | 32 842 | 22 878 | |
| Interest-bearing borrowings | I.7.7.4. | 60 442 | 50 147 |
| Trade payables | 122 201 | 102 929 | |
| Income tax payables | 1 406 | 2 291 | |
| Other amounts payable 1 | 113 582 | 108 899 | |
| Current liabilities | 304 466 | 270 214 | |
| TOTAL LIABILITIES AND EQUITY | 737 252 | 692 954 | |
1Other current amounts payable increased per 30 June 2017 by EUR 4.7 million, which is mainly the result of higher VAT payable linked to the higher activities (EUR +7.3 million) and lower payroll and social security payables (EUR -3.8 million) and other tax payables (IFRIC 21) (EUR +1.3 million).
* The accompanying notes are an integral part of this balance sheet.
| Group Recticel | Notes * | 1H2017 | 1H2016 |
|---|---|---|---|
| in thousand EUR | |||
| EARNINGS BEFORE INTEREST AND TAXES (EBIT) | 20 588 | 24 622 | |
| Amortisation of intangible assets | 1 342 | 1 272 | |
| Depreciation of tangible assets | I.7.5. | 12 690 | 13 569 |
| Amortisation of deferred long term and upfront payment | 788 | 605 | |
| Impairment losses on intangible assets | 0 | 700 | |
| Impairment losses on tangible assets | I.7.5. | 0 | 259 |
| Write-offs on assets | 1 449 | ( 375) | |
| Changes in provisions | ( 2 889) | ( 2 530) | |
| (Gains) / Losses on destroyed assets or on disposals of assets 1 | 3 224 | ( 46) | |
| Income from joint ventures and associates 2 | ( 1 506) | ( 10 749) | |
| GROSS OPERATING CASH FLOW BEFORE WORKING CAPITAL MOVEMENTS | 35 687 | 27 325 | |
| Inventories | ( 21 461) | ( 7 265) | |
| Trade receivables | ( 18 774) | ( 35 887) | |
| Other receivables | ( 7 732) | ( 4 989) | |
| Trade payables | 17 459 | 20 579 | |
| Other (current) payables | 6 401 | 24 204 | |
| Changes in working capital 3 | ( 24 108) | ( 3 358) | |
| Trade & Other long term debts maturing within 1 year | ( 19) | ( 6 894) | |
| GROSS OPERATING CASH FLOW AFTER WORKING CAPITAL MOVEMENTS Income taxes paid |
11 561 | 17 074 | |
| NET CASH FLOW FROM OPERATING ACTIVITIES (a) | ( 2 757) 8 804 |
( 1 573) 15 501 |
|
| Interests received | 148 | 458 | |
| Dividends received | 8 800 | 7 349 | |
| Investments in and subscriptions to capital increases | 0 | ( 312) | |
| (Increase) / Decrease of loans and receivables | 157 | 653 | |
| Investments in intangible assets | ( 1 354) | ( 2 061) | |
| Investments in property, plant and equipment | ( 16 711) | ( 19 601) | |
| Disposals of intangible assets | 0 | 9 | |
| Disposals of property, plant and equipment | 24 | 47 | |
| NET CASH FLOW FROM INVESTMENT ACTIVITIES (b) | ( 8 937) | ( 13 458) | |
| Interests paid (1) | ( 3 418) | ( 3 187) | |
| Dividends paid | ( 9 684) | ( 7 549) | |
| Increase (Decrease) of capital | 2 814 | 317 | |
| Increase of financial debt | 21 402 | 0 | |
| (Decrease) of financial debt | 0 | ( 8 352) | |
| NET CASH FLOW FROM FINANCING ACTIVITIES (c) | 11 114 | ( 18 770) | |
| Effect of exchange rate changes (d) | 341 | ( 1 875) | |
| Effect of changes in scope of consolidation and of foreign currency translation reserves | 1 | 0 | |
| recycled (e) | |||
| CHANGES IN CASH AND CASH EQUIVALENTS (a)+(b)+(c)+(d)+(e) | 11 323 | ( 18 602) | |
| Net cash position opening balance | 37 174 | 55 967 | |
| Net cash position closing balance | 48 498 | 37 364 | |
| CHANGES IN CASH AND CASH EQUIVALENTS | 11 323 | ( 18 602) | |
| NET FREE CASH FLOW (a)+(b)+(1) | ( 3 550) | ( 1 144) |
1 "(Gains)/Losses on disposals of assets" relates to the losses on the net residual value of the destroyed tangible assets of the Interiors plant in Most (Czech Republic) as a result of the fire incident in January 2017 (EUR -3.2 million).
2 The lower "Income from joint ventures & associates" in 1H2017 results mainly from the margin pressure following the significant increase of chemical raw materials costs (i.e. isocyanates) in 2Q2017.
3 "Changes in working capital" reflect the seasonable build-up of working capital, inflated in 1H2017 by the impact of increased raw material and selling prices.
| in million EUR | Capital | Share premium |
Treasury shares |
Actuarial gains and losses (IAS 19R) |
IFRS 2 Other capital reserves |
Retained earnings |
Translation differences reserves |
Hedging reserves |
Total shareholders' equity |
Non controlling interests |
Total equity, non controlling interests included |
|---|---|---|---|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 December 2016) |
135 156 | 126 071 | ( 1 450) | ( 19 604) | 2 174 | 24 855 | ( 11 043) | ( 4 954) | 251 205 | 0 | 251 205 |
| Dividends | 0 | 0 | 0 | 0 | 0 | ( 9 680) | 0 | 0 | ( 9 680) | 0 | ( 9 680) |
| Stock options (IFRS 2) | 0 | 0 | 0 | 0 | 131 | 0 | 0 | 0 | 131 | 0 | 131 |
| Capital movements | 1 200 | 1 614 | 0 | 0 | 0 | 0 | 0 | 0 | 2 814 | 0 | 2 814 |
| Income tax component relating to components of shareholders' movements |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Shareholders' movements | 1 200 | 1 614 | 0 | 0 | 131 | ( 9 680) | 0 | 0 | ( 6 735) | 0 | ( 6 735) |
| Profit or loss of the period | 0 | 0 | 0 | 0 | 0 | 14 301 | 0 | 0 | 14 301 | 0 | 14 301 |
| Comprehensive income | 0 | 0 | 0 | 412 | 0 | 14 301 | ( 2 851) | 722 | 12 584 | 0 | 12 584 |
| Change in scope | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| At the end of the period (30 June 2017) | 136 356 | 127 685 | ( 1 450) | ( 19 192) | 2 305 | 29 476 | ( 13 894) | ( 4 232) | 257 054 | 0 | 257 054 |
| in million EUR | Capital | Share premium |
Treasury shares |
Actuarial gains and losses (IAS 19R) |
IFRS 2 Other capital reserves |
Retained earnings |
Translation differences reserves |
Hedging reserves |
Total shareholders' equity |
Non controlling interests |
Total equity, non controlling interests included |
|---|---|---|---|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 December 2015) |
134 329 | 125 688 | ( 1 450) | ( 15 471) | 3 147 | 14 906 | ( 5 986) | ( 6 203) | 248 960 | 0 | 248 960 |
| Dividends Stock options (IFRS 2) |
0 0 |
0 0 |
0 0 |
0 0 |
0 ( 910) |
( 7 522) 994 |
0 0 |
0 0 |
( 7 522) 84 |
0 0 |
( 7 522) 84 |
| Capital movements | 210 | 108 | 0 | 0 | ( 41) | 41 | 0 | 0 | 318 | 0 | 318 |
| Income tax component relating to components of shareholders' movements |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Shareholders' movements | 210 | 108 | 0 | 0 | ( 951) | ( 6 487) | 0 | 0 | ( 7 120) | 0 | ( 7 120) |
| Profit or loss of the period | 0 | 0 | 0 | 0 | 0 | 15 498 | 0 | 0 | 15 498 | 0 | 15 498 |
| Comprehensive income | 0 | 0 | 0 | ( 7 250) | 0 | 15 498 | ( 4 697) | 195 | 3 746 | 0 | 3 746 |
| Change in scope | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| At the end of the period (30 June 2016) | 134 539 | 125 796 | ( 1 450) | ( 22 721) | 2 196 | 23 917 | ( 10 683) | ( 6 008) | 245 586 | 0 | 245 586 |
These condensed consolidated financial statements for the six months ended 30 June 2017 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 2016.
These condensed consolidated interim financial statements have been authorised for issue by the Board of Directors on 30 August 2017.
IFRS 15 was issued in May 2014 and Clarifications to IFRS 15 in April 2016 as part of a convergence project with the FASB. The standard is to be applied for reporting periods beginning on 1 January 2018 or later. The standard replaces the current standards IAS 18 and IAS 11 as well as their interpretations.
Either a full retrospective application or a modified retrospective application is required. Early adoption is permitted. The Group plans to adopt the new standard on the required effective date using the modified retrospective method. Under this method, IFRS 15 will only be applied to contracts that are not completed as of the date of initial application (1 January 2018). This would mean that comparative figures of 2017 will not be restated and that the cumulative effect of initially applying IFRS 15 will be recognized as an adjustment to the opening balance of retained earnings of 2018.
The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expect to be entitled in exchange for those goods or services. The new standard establishes a five-step approach to revenue recognition:
Under IFRS 15, revenue is recognized when a customer obtains control of an asset or service, i.e., when it has both the ability to direct the use and obtain the benefits of the asset or service. The customer obtains control at a specific moment in time or over time. IFRS 15 includes new guidance in order to determine whether revenue should be recognized over time or at a point in time. Under the current standard IAS 18, "transfer or risks and rewards" was the main element as to the timing of revenue recognition in respect of sale of goods.
During 2016, the Group performed a preliminary assessment of IFRS 15 at the level of the parent entity and its subsidiaries, which is subject to changes arising from a more detailed on-going analysis. At this stage, no detailed review of some major contracts was actually performed. The preliminary findings discussed below are based on discussions with controllers of the different operating segments of the Group, personnel involved in contract negotiations and business line leaders.
As explained in its annual report 2016, the Group has preliminary concluded that under IFRS 15 some moulds in Automotive are not capable of being distinct and are therefore to be combined with the specific parts to be delivered which are produced using the specific mould. This would defer the recognition of revenue in respect of these moulds over a longer period compared to current practice where revenue is recognized over the construction period of the mould by applying the percentage of completion. The Group estimates the impact of the related restatement on total equity to fall within a range of EUR -15 million to EUR -20 million before tax."
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. Assessments and estimates were made, inter alia, regarding:
It is not excluded that future revisions of such estimates and assessments could trigger an adjustment in the value of the assets and liabilities in future financial years.
EUR 26.1 million of the deferred tax assets relate to Belgium. The expected lowering of the corporate tax rate in Belgium would lead, on the basis of currently available information, to an estimated decrease of deferred tax assets by 3.5 to 5 million.
There were no changes in the scope of consolidation during the first half-year of 2017.
The principal market segments for Recticel's goods and services are the four operating segments: Flexible Foams, Bedding, Insulation, Automotive; and Corporate. For more details on these segments, reference is made to the press release of 31 August 2017 (First Half-Year 2017 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 | AUTOMOTIVE | INSULATION | ELIMINATIONS | COMBINED TOTAL (A) |
ADJUSTMENT FOR JOINT VENTURES BY APPLICATION OF IFRS 11 (B) |
CONSOLIDATED TOTAL (A)+(B) |
|---|---|---|---|---|---|---|---|---|
| SALES External sales Inter-segment sales Total sales |
291 369 26 179 317 548 |
133 655 4 665 138 320 |
172 599 859 173 459 |
129 213 0 129 213 |
0 ( 31 703) ( 31 703) |
726 836 0 726 836 |
( 160 794) | 566 042 |
| EARNINGS BEFORE INTEREST AND TAXES (EBIT) Segment result Unallocated corporate expenses EBIT |
12 483 12 483 |
5 266 5 266 |
2 619 2 619 |
10 959 10 959 |
0 0 |
31 326 ( 9 098) 22 228 |
( 1 640) | 20 588 |
| Financial result Result for the period before taxes Income taxes Result for the period after taxes Attibutable to non-controlling interests Share of the Group |
( 2 089) 18 499 ( 4 198) 14 301 0 14 301 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | COMBINED TOTAL (A) |
ADJUSTMENT FOR JOINT VENTURES BY APPLICATION OF IFRS 11 (B) |
CONSOLIDATED TOTAL (A)+(B) |
|---|---|---|---|---|---|---|---|---|
| SALES | ||||||||
| External sales | 282 898 | 138 304 | 146 713 | 118 121 | 0 | 686 036 | ||
| Inter-segment sales | 27 386 | 9 765 | 170 | 0 | ( 37 321) | 0 | ||
| Total sales | 310 284 | 148 069 | 146 883 | 118 121 | ( 37 321) | 686 036 | ( 151 544) | 534 492 |
| EARNINGS BEFORE INTEREST AND TAXES (EBIT) | ||||||||
| Segment result | 17 175 | 3 148 | 2 865 | 14 677 | 0 | 37 865 | ( 3 018) | 34 847 |
| Unallocated corporate expenses | ( 10 225) | ( 10 225) | ||||||
| EBIT | 17 175 | 3 148 | 2 865 | 14 677 | 0 | 27 640 | ( 3 018) | 24 622 |
| Financial result | ( 4 950) | |||||||
| Result for the period before taxes | 19 672 | |||||||
| Income taxes | ( 4 174) | |||||||
| Result for the period after taxes | 15 498 | |||||||
| Attibutable to non-controlling interests | 0 | |||||||
| Share of the Group | 15 498 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | CORPORATE | COMBINED TOTAL (A) |
CONTRIBUTION JOINT VENTURES PROPORTIONALLY CONSOLIDATED IN SEGMENT REPORTING (B) |
CONSOLIDATED TOTAL (A)+(B) |
|---|---|---|---|---|---|---|---|---|
| Depreciation and amortisation | 6 198 | 2 320 | 6 505 | 3 262 | 481 | 18 766 | ( 3 945) | 14 821 |
| Impairment losses recognised in profit and loss |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| EBITDA | 18 681 | 7 586 | 9 124 | 14 221 | ( 8 617) | 40 994 | ( 5 586) | 35 409 |
| Capital additions | 5 684 | 1 352 | 15 518 | 1 640 | 1 633 | 25 826 | ( 6 214) | 19 612 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | CORPORATE | COMBINED TOTAL (A) |
CONTRIBUTION JOINT VENTURES PROPORTIONALLY CONSOLIDATED IN SEGMENT REPORTING (B) |
CONSOLIDATED TOTAL (A)+(B) |
|---|---|---|---|---|---|---|---|---|
| Depreciation and amortisation | 6 201 | 2 747 | 6 675 | 3 092 | 549 | 19 264 | ( 3 819) | 15 445 |
| Impairment losses recognised in profit and loss |
259 | 700 | 0 | 0 | 959 | 0 | 959 | |
| EBITDA | 23 635 | 6 595 | 9 540 | 17 769 | ( 9 676) | 47 862 | ( 6 867) | 40 995 |
| Capital additions | 5 667 | 1 343 | 10 544 | 2 537 | 1 104 | 21 195 | ( 3 805) | 17 390 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | COMBINED TOTAL (A) |
CONTRIBUTION JOINT VENTURES PROPORTIONALLY CONSOLIDATED IN SEGMENT REPORTING (B) |
CONSOLIDATED TOTAL (A)+(B) |
|---|---|---|---|---|---|---|---|---|
| ASSETS Segment assets Investment in associates Unallocated corporate assets Total consolidated assets |
290 763 15 157 |
121 822 0 |
273 758 0 |
118 801 1 483 |
( 121 620) 0 |
683 524 16 640 121 233 821 396 |
( 140 132) 58 909 ( 2 921) ( 84 144) |
543 392 75 548 118 312 737 252 |
| LIABILITIES Segment liabilities Unallocated corporate liabilities Total consolidated liabilities (excluding equity) |
140 209 | 53 293 | 113 941 | 72 279 | ( 121 502) | 258 220 306 122 564 342 |
( 40 611) ( 43 533) ( 84 144) |
217 609 262 589 480 198 |
The unallocated assets, which amount to EUR 121.2 million, include mainly the following items:
The unallocated liabilities, which amount to EUR 306.1 million (equity excluded), include mainly the following items:
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | COMBINED TOTAL (A) |
CONTRIBUTION JOINT VENTURES PROPORTIONALLY CONSOLIDATED IN SEGMENT REPORTING (B) |
CONSOLIDATED TOTAL (A)+(B) |
|---|---|---|---|---|---|---|---|---|
| ASSETS Segment assets Investment in associates Unallocated corporate assets Total consolidated assets |
278 881 14 299 |
128 766 0 |
250 547 0 |
115 460 0 |
( 157 724) 0 |
615 930 14 299 145 621 775 850 |
( 202 385) 60 046 67 395 ( 74 944) |
413 545 74 345 213 016 700 906 |
| LIABILITIES Segment liabilities Unallocated corporate liabilities Total consolidated liabilities (excluding equity) |
147 438 | 59 214 | 119 387 | 71 268 | ( 157 579) | 239 728 290 536 530 264 |
( 52 508) ( 22 436) ( 74 944) |
187 220 268 100 455 320 |
The unallocated assets, which amount to EUR 145.6 million, include mainly the following items:
The unallocated liabilities, which amount to EUR 290.5 million (equity excluded), include mainly the following items:
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS |
BEDDING | AUTOMOTIVE | INSULATION | NOT ALLOCATED |
TOTAL COMBINED |
|---|---|---|---|---|---|---|
| First half-year 2017 Net impact of fire incident in Most plant |
||||||
| (Czech Republic) Restructuring charges |
0 ( 97) |
0 ( 121) |
( 4 946) 590 |
0 | 0 0 |
( 4 946) 372 |
| Other | ( 4 542) | 0 | 0 | 0 | ( 4 542) | |
| TOTAL | ( 4 639) | ( 121) | ( 4 356) | 0 | 0 | ( 9 116) |
The net impact of the fire incident in Most includes (i) additional costs (EUR -17.0 million) due to alternative production solutions and operational inefficiencies - which are included in "Cost of sales" -, (ii) the loss recognised on the residual value of the destroyed assets and write-offs of inventories (EUR -4.9 million), (iii) reinsurance costs and accrued legal fees (EUR -4.0 million) and (iv) advance payments received from insurers (EUR +21.0 million).
Restructuring charges refer to some smaller complementary measures in Flexible Foams and Bedding; which were offset by the positive impact of the reversal of provisions for onerous contracts in Bedding and Automotive Interiors (EUR +0.9 millions).
Other non-recurring elements relate mainly to incurred costs and provisions for legal fees.
| ( 259) | ( 700) | 0 | 0 | 0 | ( 959) |
|---|---|---|---|---|---|
| ( 2 339) | ( 1 269) | ( 998) | ( 60) | 0 | ( 4 666) |
| ( 2 180) | 0 | 0 | 0 | ( 114) | ( 2 294) |
| ( 4 778) | ( 1 969) | ( 998) | ( 60) | ( 114) | ( 7 919) |
Impairment charges relate to idle equipment following the closure of the Flexible Foams site in Noyen-sur-Sarthe (France) and intangible assets (IT development costs) in Bedding.
Additional restructuring measures were implemented in execution of the Group's rationalisation plan, including the announced closure of the Flexible Foams plant in Noyen-sur-Sarthe (France) and additional costs relating Interiors (Germany) and Bedding (Switzerland).
Other non-recurring elements relate mainly to incurred costs and provisions for legal fees.
| Group Recticel in thousand EUR |
1H2017 | 1H2016 |
|---|---|---|
| Other operating income | 25 167 | 2 733 |
| Other operating expenses | ( 13 142) | ( 10 592) |
| TOTAL | 12 025 | ( 7 859) |
| Group Recticel in thousand EUR |
1H2017 | 1H2016 |
|---|---|---|
| Restructuring costs (including site closure, onerous contracts and clean-up costs) |
( 372) | ( 4 666) |
| Net impact fire incident Automotive Interiors in Most (Czech | ||
| Republic); excluding EUR -17.0 million which is included in "Cost of sales" |
12 055 | 0 |
| Gain (Loss) on disposal of intangible and tangible assets | ( 5) | 109 |
| Gain (Loss) on disposal of joint ventures | 0 | ( 20) |
| Other income | 4 124 | 2 624 |
| Other expenses | ( 3 778) | ( 5 906) |
| TOTAL | 12 025 | ( 7 859) |
Restructuring charges refer to some smaller complementary measures in Flexible Foams and Bedding; which were offset by the positive impact of the reversal of provisions for onerous contracts in Bedding and Automotive Interiors (EUR +0.9 millions).
Other operating revenues and expenses during the first half-year of 2017 comprised, a.o.
Additional restructuring measures were implemented in execution of the Group's rationalisation plan, including the announced closure of the Flexible Foams plant in Noyen-sur-Sarthe (France) and additional costs relating to Interiors (Germany) and Bedding (Switzerland).
Other operating revenues and expenses during the first half-year of 2016 comprised, a.o.
| Group Recticel in thousand EUR |
1H2017 | 1H2016 |
|---|---|---|
| Interest charges on bonds & notes | ( 703) |
( 682) |
| Interest on financial lease | ( 80) |
( 188) |
| Interest on long-term bank loans | ( 628) |
( 1 376) |
| Interest on short-term bank loans & overdraft | ( 944) |
( 483) |
| Interest on other short-term loans | ( 134) |
( 0) |
| Net interest charges on Interest Rate Swaps | ( 1 187) | ( 1 175) |
| Net interest charges on foreign currency swaps | 67 | ( 179) |
| Total borrowing cost | ( 3 610) | ( 4 083) |
| Interest income from bank deposits | 18 | 16 |
| Interest income from financial receivables | 317 | 417 |
| Interest income from financial receivables and cash | 335 | 433 |
| Interest charges on other debts | ( 343) |
( 364) |
| Interest income from other financial receivables | 46 | 156 |
| Total other interest | ( 297) |
( 209) |
| Interest income and expenses | ( 3 571) | ( 3 858) |
| Exchange rate differences | 1 982 | ( 469) |
| Premium on CAP/Floor contracts | 0 | 0 |
| Result on derivative instruments | 0 | 0 |
| Interest actualisation and expected return on provisions for | ||
| employee benefits | 0 | 0 |
| Interest actualisation for other provisions | 0 | 0 |
| Net interest cost IAS 19 | ( 486) |
( 555) |
| Interest on provisions for employee benefits and other debt | ( 486) |
( 555) |
| Other financial result | ( 13) |
( 68) |
| FINANCIAL RESULT | ( 2 089) | ( 4 950) |
The Board of Directors' proposal to distribute a gross dividend of EUR 0.18 per share or EUR 9.7 million for the year 2016 was approved by the shareholders at the Annual General Meeting of 31 May 2017. The payment of this dividend took place on 02 June 2017, and is thus reflected in the financial statements for the first half of 2017.
| 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 2016) | |||||||
| Gross value | 181 487 | 498 464 | 24 912 | 35 319 | 5 076 | 18 307 | 763 565 |
| Accumulated depreciation | ( 114 877) | ( 385 022) | ( 20 803) | ( 15 805) | ( 1 325) | ( 79) | ( 537 910) |
| Accumulated impairments | ( 1 302) | ( 7 059) | ( 3) | ( 76) | ( 984) | ( 24) | ( 9 447) |
| Net book value at opening | 65 308 | 106 383 | 4 106 | 19 438 | 2 767 | 18 205 | 216 207 |
| Movements during the period | |||||||
| Acquisitions, including own production | 1 | 1 309 | 160 | 0 | 4 | 16 804 | 18 278 (1) |
| Expensed depreciation | ( 1 813) | ( 9 625) | ( 1 016) | ( 359) | 123 | 0 | ( 12 690) |
| Sales, scrapped or destroyed | ( 35) | ( 3 204) | ( 106) | 0 | 0 | ( 19) | ( 3 364) (2) |
| Transfers from one heading to another | 862 | 13 775 | 967 | 0 | ( 264) | ( 14 888) | 452 |
| Exchange rate differences | ( 4) | ( 1 313) | ( 38) | ( 0) | ( 2) | 68 | ( 1 288) |
| At the end of the period (30 June 2017) | 64 319 | 107 326 | 4 071 | 19 079 | 2 629 | 20 171 | 217 594 |
| Gross value | 181 912 | 499 346 | 25 405 | 35 310 | 4 705 | 20 269 | 766 947 |
| Accumulated depreciation | ( 116 335) | ( 385 911) | ( 21 331) | ( 16 155) | ( 1 091) | ( 77) | ( 540 901) |
| Accumulated impairments | ( 1 259) | ( 6 109) | ( 2) | ( 76) | ( 984) | ( 22) | ( 8 452) |
| Net book value at the end of the period | |||||||
| (30 June 2017) | 64 319 | 107 326 | 4 071 | 19 079 | 2 629 | 20 171 | 217 594 |
| Acquisitions | Disposals | ||||||
| Cash-out on acquisitions tangible assets | ( 16 711) | Cash-in from disposals tangible assets | 24 | ||||
| Acquisitions included in working capital | ( 1 568) | Disposals included in working capital | 3 341 | ||||
| Total acquisitions tangible assets (1) | ( 18 278) | Total disposals tangible assets (2) | 3 364 |
Total acquisitions of tangible assets amount to EUR 18.3 million in the first half of 2017.
At 30 June 2017, the Group has entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 7.3 million.
At 31 December 2016, the Group had entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 6.7 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 2015) | |||||||
| Gross value | 185 070 | 519 470 | 24 892 | 35 340 | 5 071 | 20 144 | 789 987 |
| Accumulated depreciation | ( 119 699) | ( 413 237) | ( 20 410) | ( 14 246) | ( 1 292) | ( 36) | ( 568 920) |
| Accumulated impairments | ( 698) | ( 9 478) | ( 9) | ( 81) | ( 984) | ( 136) | ( 11 386) |
| Net book value at opening | 64 673 | 96 755 | 4 473 | 21 013 | 2 795 | 19 972 | 209 681 |
| Movements during the period | |||||||
| Acquisitions, including own production | 33 | 869 | 229 | 3 | 6 | 15 031 | 16 172 (1) |
| Impairments | ( 252) | ( 4) | ( 3) | 0 | 0 | 0 | ( 259) |
| Expensed depreciation | ( 1 900) | ( 9 904) | ( 926) | ( 792) | ( 47) | 0 | ( 13 569) |
| Sales, scrapped or destroyed | 0 | ( 6) | ( 6) | 0 | 0 | 0 | ( 12) (2) |
| Transfers from one heading to another | 4 | 12 487 | 556 | 0 | 0 | ( 13 033) | 13 |
| Reclassification | ( 4 195) | 0 | 0 | 0 | 0 | 0 | ( 4 195) |
| Exchange rate differences | ( 200) | ( 2 011) | ( 90) | 0 | 1 | ( 444) | ( 2 744) |
| At the end of the period (30 June 2016) | 58 161 | 98 186 | 4 234 | 20 224 | 2 755 | 21 526 | 205 087 |
| Gross value | 172 755 | 505 032 | 25 239 | 35 328 | 5 102 | 21 548 | 765 004 |
| Accumulated depreciation Accumulated impairments |
( 113 699) ( 895) |
( 398 796) ( 7 935) |
( 21 003) ( 3) |
( 15 028) ( 76) |
( 1 362) ( 984) |
0 ( 22) |
( 549 887) ( 9 915) |
| Net book value at the end of the period | |||||||
| (30 June 2016) | 58 161 | 98 301 | 4 233 | 20 224 | 2 756 | 21 526 | 205 202 |
| Acquisitions | Disposals | ||||||
| Cash-out on acquisitions tangible assets | ( 19 601) | Cash-in from disposals tangible assets | 47 | ||||
| Acquisitions included in working capital | 3 428 | Disposals included in working capital | ( 59) | ||||
| Total acquisitions tangible assets (1) | ( 16 172) | Total disposals tangible assets (2) | ( 12) |
Total acquisitions of tangible assets amount to EUR 16.2 million in the first half of 2016.
At 30 June 2016, the Group has entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 11.3 million.
At 31 December 2015, the Group had entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 5.5 million.
| Group Recticel in thousand EUR |
30 JUN 2017 | 30 JUN 2016 |
|---|---|---|
| At the end of the preceding period | 82 389 | 73 196 |
| Movements during the year | ||
| Actuarial gains/(losses) recognized in equity 1 | 105 | ( 1 075) |
| Deferred tax relating to components of other comprehensive income |
( 121) | 248 |
| Equity value adjustment on intra-Group disposal | 1 | 1 |
| Exchange rate differences 2 | 767 | ( 1 227) |
| Group's share in the result of the period 3 | 1 506 | 10 749 |
| Dividends distributed 4 | ( 8 781) | ( 7 357) |
| Result transfer | ( 318) | ( 189) |
| Capital increase | 0 | 0 |
| At the end of the period | 75 548 | 74 345 |
(1) In comparison with 1H2016, 1H2017 the actuarial impact is the consequence of a stable discount rate under IAS19 pension liabilities
(2) In 1H2017 exchange rate differences relates mainly to PLN (Eurofoam Polska)
(3) The lower "Income from joint ventures & associates" in 1H2017 results mainly from the margin pressure following the significant increase of chemical raw materials costs (i.e. isocyanates) in 2Q2017.
(4) Dividends distributed by the joint ventures relate solely to the Eurofoam group.
| Group Recticel in thousand EUR |
EMPLOYEE BENEFITS | CUSTOMER & OTHER LITIGATIONS |
DEFECTIVE PRODUCTS | ENVIRONMENTAL RISKS | REORGANISATION | ONEROUS CONTRACTS PROVISIONS FOR |
OTHER RISKS | TOTAL |
|---|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 Dec 2016) | 55 147 | 48 | 3 002 | 4 452 | 2 631 | 2 097 | 2 758 | 70 134 |
| Movements during the period | ||||||||
| Actuarial (gains) losses recognized in equity | ( 422) | 0 | 0 | 0 | 0 | 0 | 0 | ( 422) |
| Actualisation | 487 | 0 | 0 | 0 | 0 | 0 | 0 | 487 |
| Increases | 4 837 | 100 | 168 | 0 | 279 | 0 | 0 | 5 384 |
| Utilisations | ( 5 104) | ( 42) | ( 380) | ( 221) | ( 1 433) | ( 93) | 0 | ( 7 272) |
| Write-backs | 0 | 0 | ( 61) | 0 | ( 355) | ( 716) | 0 | ( 1 132) |
| Transfers from one heading to another | ( 75) | 0 | 288 | 0 | ( 288) | 0 | 0 | ( 75) |
| Exchange rate differences | ( 292) | 0 | 9 | 0 | 0 | ( 10) | 0 | ( 293) |
| At the end of the period (30 Jun 2017) | 54 576 | 106 | 3 026 | 4 231 | 834 | 1 279 | 2 758 | 66 811 |
| Non-current provisions (more than one year) | 48 903 | 106 | 2 677 | 3 981 | 770 | 782 | 2 758 | 59 976 |
| Current provisions (less than one year) | 5 674 | 0 | 350 | 250 | 64 | 497 | 0 | 6 834 |
| Total (30 Jun 2017) | 54 576 | 106 | 3 027 | 4 231 | 834 | 1 279 | 2 758 | 66 811 |
Provisions for reorganisation decreased by EUR -1.8 million mainly due to (i) utilisations for EUR -0.9 million in Flexible Foams (Noyen-sur-Sarthe, France) and for EUR -0.6 million in Bedding (Germany and Switzerland), and (ii) a write-back of EUR +0.3 million in Automotive Interiors (Germany).
Provisions for onerous contracts relate mainly to the write-back in Automotive Interiors (Germany).
Provisions for other risks relate mainly to legal costs for civil claims.
| Group Recticel in thousand EUR |
EMPLOYEE BENEFITS | OTHER LITIGATION | DEFECTIVE PRODUCTS | ENVIRONMENTAL RISKS | REORGANISATION | ONEROUS CONTRACTS PROVISIONS FOR |
OTHER RISKS | TOTAL |
|---|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 Dec 2015) | 51 951 | 60 | 2 177 | 5 240 | 6 747 | 434 | 1 413 | 68 022 |
| Movements during the period | ||||||||
| Actuarial (gains) losses recognized in equity | 9 045 | 0 | 0 | 0 | 0 | 0 | 0 | 9 045 |
| Actualisation | 555 | 0 | 0 | 0 | 0 | 0 | 0 | 555 |
| Increases | 3 424 | 0 | 112 | 0 | 2 626 | 924 | 1 292 | 8 378 |
| Utilisations | ( 4 215) | ( 52) | 0 | ( 447) | ( 4 622) | 0 | ( 76) | ( 9 411) |
| Write-backs | ( 1 168) | 0 | ( 104) | 0 | ( 310) | 0 | 0 | ( 1 582) |
| Transfers from one heading to another | 41 | 0 | 0 | 0 | 0 | 0 | 0 | 41 |
| Exchange rate differences | ( 1 369) | 0 | ( 20) | 0 | ( 2) | 5 | 0 | ( 1 386) |
| At the end of the period (30 Jun 2016) | 58 264 | 8 | 2 166 | 4 793 | 4 439 | 1 363 | 2 628 | 73 662 |
| Non-current provisions (more than one year) | 55 711 | 8 | 2 166 | 4 544 | 3 746 | 1 225 | 2 628 | 70 028 |
| Current provisions (less than one year) | 2 553 | 0 | 0 | 250 | 693 | 138 | 0 | 3 634 |
| Total (30 Jun 2016) | 58 264 | 8 | 2 166 | 4 793 | 4 439 | 1 363 | 2 628 | 73 662 |
The provisions for employee benefits have increased by EUR +6.3 million. This variance is mainly explained by:
Additional provisions for reorganisation and onerous contracts relate mainly to the announced closure of the Flexible Foams plant in Noyen-sur-Sarthe (France) and additional costs relating Interiors (Germany) and Bedding (Switzerland).
The utilisation of provisions for reorganisation are mainly related to Automotive (Interiors and Seating) and Bedding (Germany).
Provisions for other risks relate mainly to legal costs for civil claims.
| Group Recticel in thousand EUR |
Non-current liabilities used | Current liabilities used | ||
|---|---|---|---|---|
| 30 Jun 2017 | 31 Dec 2016 | 30 Jun 2017 | 31 Dec 2016 | |
| Secured | ||||
| Financial leases | 8 680 | 8 683 | 2 637 | 3 652 |
| Bank loans | 96 020 | 86 589 | 0 | 0 |
| Bank loans - factoring with recourse | 0 | 0 | 767 | 701 |
| Total secured | 104 700 | 95 272 | 3 403 | 4 353 |
| Unsecured | ||||
| Bonds & notes | 0 | 0 | 27 600 | 27 269 |
| Other loans | 1 726 | 1 777 | 250 | 250 |
| Current bank loans | 0 | 0 | 4 009 | 860 |
| Bank overdraft | 0 | 0 | 20 346 | 10 178 |
| Other financial liabilities | 0 | 0 | 4 834 | 7 237 |
| Total unsecured | 1 726 | 1 777 | 57 039 | 45 794 |
| Total liabilities carried at amortised | ||||
| cost | 106 426 | 97 050 | 60 442 | 50 147 |
| Group Recticel in thousand EUR |
Non-current liabilities unused |
Current liabilities unused | ||
|---|---|---|---|---|
| 30 Jun 2017 | 31 Dec 2016 | 30 Jun 2017 | 31 Dec 2016 | |
| Secured | ||||
| Bank loans | 78 980 | 89 118 | 0 | 0 |
| Total secured | 78 980 | 89 118 | 0 | 0 |
| Unsecured Bank loans |
0 | 0 | 42 923 | 52 808 |
| Total unsecured | 0 | 0 | 42 923 | 52 808 |
| Total liabilities carried at amortised | ||||
| cost | 78 980 | 89 118 | 42 923 | 52 808 |
At the end of June 2017, the gross interest-bearing borrowings of the Group amounted to EUR 166.9 million, compared to EUR 147.2 million at the end of 2016, i.e. an increase of EUR +19.7 million. This was mainly due to the seasonable build-up of working capital, inflated in 1H2017 by the impact of increased raw material and selling prices..
The use of non-recourse factoring/forfaiting programs amounted to EUR 70.8 million, compared to EUR 51.7 million per end-2016. The forfaiting programs were all closed at year-end 2016.
At the end of June 2017, the weighted average lifetime of debts payable after one year was 3.48 years (2016: 4.0 years). The bonds and the financial leases (except the financial lease for the Bourges facility) are at fixed interest rates.
At the end of June 2017, besides the net drawn amounts under the club deal financing agreement (EUR 96.0 million), the Group also benefited from EUR 41.7 million long term loan commitments, of which EUR 31.3 million are maturing within one year. The Group also had at its disposal EUR 80.0million under the 'club deal' facility and EUR 55.0 million undrawn short term credit facilities ('on balance' (EUR 42.9 million) as well as available 'off balance' amounts under the factoring programs (EUR 12.1 million)).
At the end of 2016, besides the net drawn amounts under the club deal financing agreement (EUR 86.6 million), the Group also benefited from EUR 42.3 million long term loan commitments, of which EUR 31.2 million are maturing within one year. The Group also had at its disposal EUR 89.1 million under the 'club deal' facility and EUR 84.6 million undrawn short term credit facilities ('on balance' (EUR 52.8 million) as well as available 'off balance' amounts under the factoring programs (EUR 31.8 million)).
Outstandings other than the 'club deal'
| Group Recticel in thousand EUR |
30 June 2017 | 31 DEC 2016 |
|---|---|---|
| Long term liabilities | ||
| Financial leases | 8 680 | 8 683 |
| Other loans | 1 726 | 1 777 |
| Subtotal | 10 406 | 10 460 |
| Short term liabilities | ||
| Bonds & Notes | 27 600 | 27 269 |
| Financial leases | 2 637 | 3 652 |
| Loans - Factoring | 767 | 701 |
| Other loans | 250 | 250 |
| Subtotal | 31 253 | 31 872 |
| Total | 41 660 | 42 332 |
The fair value of floating rate borrowings is close to the nominal value. The interest cost for these variable interest rate borrowings ranged from 0.72% to 2.0% p.a. in EUR.
On 30 June 2017 the total borrowings were directly or synthetically (through currency forwards) denominated for 53.2% in EUR, 30.7% in CZK, 4.3% in USD, 4.3% in GBP, 3.0 % in SEK, and 4.5% in various other currencies.
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.
The borrowings under the 'club deal' are subject to bank covenants based on a leverage ratio, an interest cover and a minimum equity requirement. At end-June 2017, Recticel complied with all its bank covenants. On the basis of the budget 2017 management expects to be in a position to meet the bank covenants in the coming year.
Under the club deal financing agreement, the maximum dividend authorised for distribution amounts to the highest of (i) 50% of the consolidated net income of the Group for the previous financial year and (ii) EUR 12.0 million.
The convertible bonds were fully reimbursed in cash at their contractual maturity date 24 July 2017.
This item consists of:
the finance lease at floating rate for the Insulation plant in Bourges (France); with an outstanding amount of EUR 9.3 million; and
a residual outstanding amount of EUR 2.0 million for the financing of buildings in Belgium.
On 09 December 2011, Recticel concluded a five-year club deal with 7 European banks for a multicurrency loan of EUR 175 million. The tenor of this 'club deal' facility has been extended in February 2016 for another five years. It currently will mature in February 2021.
Categories of financial instruments
| Group Recticel in thousand EUR |
30 JUN 2017 31 DEC 2016 | |
|---|---|---|
| Financial assets | ||
| Interest rate swaps designated as cash flow hedge | ||
| relationship | 0 | 0 |
| Subtotal interest rate swaps designated as cash flow | ||
| hedge relationship (b) | 0 | 0 |
| Fair value through profit or loss account ("FVTPL") | ||
| FX swaps contracts | 86 | 475 |
| Transactional hedges - operational | 490 | 1 172 |
| Economic hedges - operational | 300 | 0 |
| Financial assets at fair value through profit & loss | ||
| account (b) | 876 | 1 646 |
| Non-current trade receivables (a) | 0 | 0 |
| Current trade receivables | 134 869 | 101 506 |
| Trade receivables (A) | 134 869 | 101 506 |
| Other non-current receivables (a) | 7 266 | 7 049 |
| Cash advances & deposits (a) | 832 | 758 |
| Other receivables (b) | 33 623 | 26 768 |
| Other receivables (B) | 41 721 | 34 574 |
| Loans to affiliates | 4 005 | 3 883 |
| Other loans | 1 681 | 2 170 |
| Non current loans (a) | 5 686 | 6 053 |
| Financial receivables (b) | 25 196 | 41 146 |
| Loans (C) Cash and cash equivalents (D) |
30 882 48 498 |
47 199 37 174 |
| Total loans & receivables (A+B+C+D) | 255 970 | 220 454 |
| Other investments (available for sale investments) | 718 | 517 |
| Non-current receivables (sum of (a)) | 13 784 | 13 860 |
| Other receivables (sum of (b)) | 59 695 | 69 560 |
| Financial liabilities | ||
| Interest rate swaps designated as cash flow hedge | ||
| relationship | 2 535 | 3 690 |
| Subtotal interest rate swaps designated as cash flow | ||
| hedge relationship (E) | 2 535 | 3 690 |
| Interests from FX swaps | 41 | 131 |
| FX swaps contracts | 95 | 316 |
| Transactional hedges - operational | 116 | 1 706 |
| Economic hedges - operational | 117 | 0 |
| Financial liability at fair value through profit & loss | ||
| account (F) | 369 | 2 153 |
| Non current financial liabilities at amortised cost (G) | 106 426 | 97 050 |
| Current financial liabilities at amortised cost (H) | 57 538 | 44 303 |
| Current financial liabilities (E+F+H) | 60 442 | 50 147 |
| Trade payables (I) | 122 201 | 102 930 |
| Other non-current payables | 199 | 183 |
| Other payables | 113 582 | 108 900 |
| Other payables (J) | 113 781 | 109 082 |
| Current financial liabilities (G+H+I+J) | 399 946 | 353 365 |
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities
During the reporting period ending 30 June 2017, 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.
| AT FAIR | ||||||
|---|---|---|---|---|---|---|
| VALUE | LOANS & | |||||
| Group Recticel in |
DESIGNATED IN HEDGE |
THROUGH PROFIT OR |
AVAILABLE | RECEIVABLES | FAIR VALUE | FAIR VALUE |
| thousand EUR | RELATIONSHIP | LOSS - HELD | FOR SALE | AT AMORTISED | LEVEL | |
| FOR | COST | |||||
| TRADING | ||||||
| Financial assets Interest rate swaps designated as cash flow hedge |
||||||
| relationship | 0 | 0 | 0 | 0 | 0 | 2 |
| Subtotal interest rate swaps designated as cash flow | ||||||
| hedge relationship (b) | 0 | 0 | 0 | 0 | 0 | 2 |
| FX swaps contracts | 0 | 86 | 0 | 0 | 86 | 2 |
| Transactional hedges - operational | 0 | 490 | 0 | 0 | 490 | 2 |
| Economic hedges - operational | 0 | 300 | 0 | 0 | 300 | 2 |
| Financial assets at fair value through profit & loss | 0 | 876 | 0 | 0 | 876 | 2 |
| account (b) | ||||||
| Non-current trade receivables (a) | 0 | 0 | 0 | 0 | 0 | 2 |
| Current trade receivables | 0 | 0 | 0 | 134 869 | 134 869 | 2 |
| Trade receivables (A) | 0 | 0 | 0 | 134 869 | 134 869 | 2 |
| Other non-current receivables (a) | 0 | 0 | 0 | 7 266 | 7 266 | 2 |
| Cash advances & deposits (a) | 0 | 0 | 0 | 832 | 832 | 2 |
| Other receivables (b) | 0 | 0 | 0 | 33 623 | 33 623 | 2 |
| Other receivables (B) | 0 | 0 | 0 | 41 721 | 41 721 | 2 |
| Loans to affiliates | 0 | 0 | 0 | 4 005 | 4 005 | 2 |
| Other loans | 0 | 0 | 0 | 1 681 | 1 681 | 2 |
| Non current loans (a) | 0 | 0 | 0 | 5 686 | 5 686 | 2 |
| Financial receivables (b) | 0 | 0 | 0 | 25 196 | 25 196 | 2 |
| Loans (C) | 0 | 0 | 0 | 30 882 | 30 882 | 2 |
| Cash and cash equivalents (D) | 0 | 0 | 0 | 48 498 | 48 498 | 2 |
| Total loans & receivables (A+B+C+D) | 0 | 0 | 0 | 255 970 | 255 970 | |
| Other investments (available for sale investments) | 0 | 0 | 718 | 0 | 718 | 2 |
| Non-current receivables (sum of (a)) | 0 | 0 | 0 | 13 784 | 13 784 | |
| Other receivables (sum of (b)) | 0 | 876 | 0 | 58 819 | 59 695 | |
| Financial liabilities | ||||||
| Interest rate swaps designated as cash flow hedge | ||||||
| relationship | 2 535 | 0 | 0 | 0 | 2 535 | 2 |
| Subtotal interest rate swaps designated as cash flow | ||||||
| hedge relationship (E) | 2 535 | 0 | 0 | 0 | 2 535 | 2 |
| Interests from FX swaps | 0 | 41 | 0 | 0 | 41 | 2 |
| FX swaps contracts | 0 | 95 | 0 | 0 | 95 | 2 |
| Transactional hedges - operational | 0 | 116 | 0 | 0 | 116 | 2 |
| Economic hedges - operational | 0 | 117 | 0 | 0 | 117 | 2 |
| Financial liability at fair value through profit & loss | ||||||
| account (F) | 0 | 369 | 0 | 0 | 369 | 2 |
| 0 | 0 | 0 | 106 426 | 2 | ||
| Non current financial liabilities at amortised cost (G) | 106 426 | |||||
| Current financial liabilities at amortised cost (H) | 0 | 0 | 0 | 57 538 | 57 538 | 2 |
| Current financial liabilities (E+F+H) | 2 535 | 369 | 0 | 57 538 | 60 442 | |
| Trade payables (I) | 0 | 0 | 0 | 122 201 | 122 201 | 2 |
| Other non-current payables | 0 | 0 | 0 | 199 | 199 | 2 |
| Other payables | 0 | 0 | 0 | 113 583 | 113 583 | 2 |
| Other payables (J) | 0 | 0 | 0 | 113 782 | 113 782 | 2 |
| Current financial liabilities (G+H+I+J) | 0 | 0 | 0 | 399 947 | 399 947 |
| AT FAIR VALUE |
||||||
|---|---|---|---|---|---|---|
| Group Recticel | DESIGNATED IN | THROUGH | AVAILABLE | LOANS & RECEIVABLES |
FAIR VALUE | |
| in thousand EUR | HEDGE RELATIONSHIP |
PROFIT OR LOSS - HELD |
FOR SALE | AT AMORTISED | FAIR VALUE | LEVEL |
| FOR | COST | |||||
| TRADING | ||||||
| Financial assets | ||||||
| Interest rate swaps designated as cash flow hedge | ||||||
| relationship Subtotal interest rate swaps designated as cash flow |
0 | 0 | 0 | 0 | 0 | 2 |
| hedge relationship (b) | 0 | 0 | 0 | 0 | 0 | 2 |
| FX swaps contracts | 0 | 475 | 0 | 0 | 475 | 2 |
| Transactional hedges - operational | 0 | 1 172 | 0 | 0 | 1 172 | 2 |
| Financial assets at fair value through profit & loss | ||||||
| account (b) | 0 | 1 646 | 0 | 0 | 1 646 | 2 |
| Non-current trade receivables (a) | 0 | 0 | 0 | 0 | 0 | 2 |
| Current trade receivables | 0 | 0 | 0 | 101 506 | 101 506 | 2 |
| Trade receivables (A) | 0 | 0 | 0 | 101 506 | 101 506 | 2 |
| Other non-current receivables (a) | 0 | 0 | 0 | 7 049 | 7 049 | 2 |
| Cash advances & deposits (a) | 0 | 0 | 0 | 758 | 758 | 2 |
| Other receivables (b) | 0 | 0 | 0 | 26 768 | 26 768 | 2 |
| Other receivables (B) Loans to affiliates |
0 0 |
0 0 |
0 0 |
34 574 3 883 |
34 574 3 883 |
2 2 |
| Other loans | 0 | 0 | 0 | 2 170 | 2 170 | 2 |
| Non current loans (a) | 0 | 0 | 0 | 6 053 | 6 053 | 2 |
| Financial receivables (b) | 0 | 0 | 0 | 41 146 | 41 146 | 2 |
| Loans (C) | 0 | 0 | 0 | 47 199 | 47 199 | 2 |
| Cash and cash equivalents (D) | 0 | 0 | 0 | 37 174 | 37 174 | 2 |
| Total loans & receivables (A+B+C+D) | 0 | 0 | 0 | 220 454 | 220 454 | |
| Other investments (available for sale investments) | 0 | 0 | 517 | 0 | 517 | 2 |
| Non-current receivables (sum of (a)) | 0 | 0 | 0 | 13 860 | 13 860 | |
| Other receivables (sum of (b)) | 0 | 1 646 | 0 | 67 914 | 69 560 | |
| Financial liabilities | ||||||
| Interest rate swaps designated as cash flow hedge | ||||||
| relationship | 3 690 | 0 | 0 | 0 | 3 690 | 2 |
| Subtotal interest rate swaps designated as cash flow | ||||||
| hedge relationship (E) | 3 690 | 0 | 0 | 0 | 3 690 | 2 |
| Interests from FX swaps | 0 | 131 | 0 | 0 | 131 | 2 |
| FX swaps contracts | 0 | 316 | 0 | 0 | 316 | 2 |
| Transactional hedges - operational | 0 | 1 706 | 0 | 0 | 1 706 | 2 |
| Financial liability at fair value through profit & loss | ||||||
| account (F) | 0 | 2 153 | 0 | 0 | 2 153 | 2 |
| Non current financial liabilities at amortised cost (G) | 0 | 0 | 0 | 97 050 | 97 050 | 2 |
| Current financial liabilities at amortised cost (H) | 0 | 0 | 0 | 44 303 | 44 303 | 2 |
| Current financial liabilities (E+F+H) | 3 690 | 2 153 | 0 | 44 303 | 50 147 | |
| Trade payables (I) | 0 | 0 | 0 | 102 930 | 102 930 | 2 |
| Other non-current payables | 0 | 0 | 0 | 183 | 183 | 2 |
| Other payables | 0 | 0 | 0 | 108 900 | 108 900 | 2 |
| Other payables (J) | 0 | 0 | 0 | 109 082 | 109 082 | 2 |
| Current financial liabilities (G+H+I+J) | 0 | 0 | 0 | 353 365 | 353 365 |
Recticel is hedging the interest rate risk linked to its interest-bearing borrowings on a global basis. The main hedging instruments used to convert floating rate debt into fixed rate debt are Interest Rate Swaps (IRS). The amount of fixed rate arrangements in relation to total financial debt is reviewed on an on-going basis by the Finance Committee and adjusted as and when deemed appropriate. In this, the Finance Committee aims at maintaining an appropriate balance between fixed and floating rate arrangements based on a philosophy of sound spreading of interest rate risks.
In an interest rate swap ("IRS") agreement, the Group undertakes to pay or receive the difference between the amounts of interest at fixed and floating rates on a nominal amount. This type of agreement enables the Group to fix the rate on a portion of its floating rate debt in order to be protected against the risk of higher interest charges on a loan at floating interest rates.
The market value of the portfolio of interest rate swaps on the balance sheet date is the discounted value of the future cash flows from the contract, using the interest rate curves at that date.
The current portfolio of IRS covers a portion of interest-bearing borrowings until February 2018 for EUR 67 million and until October 2019 for EUR 10 million. The total IRS portfolio (EUR 77 million) qualifies for hedge accounting under the rules of IAS 39. The weighted average life of this IRS portfolio is 0.76 years.
Moreover the Group concluded a deferred-starting IRS for EUR 25 million starting in 2018 and maturing in 2021.
On 30 June 2017, the fair value of the interest rate swaps was estimated at EUR -2.5 million. The revaluation of the IRS portfolio directly impacts the Group equity (and not the profit and loss accounts) since these instruments are benefiting from a hedge accounting treatment based on periodic effectiveness testing validating the fact that those hedges perfectly match characteristics of underlying debt.
The convertible bond (of which a EUR 27.6 million portion is booked as financial debt) and a portion of the total financial leases (i.e. EUR 2.0 million) were issued at a fixed rate; most other bank debt is contracted at floating rate. A current portfolio of derivative products provides a global hedge for a total of EUR 77.0 million at 30 June 2017, meaning that total fixed-rate arrangements represent 53% of the total net debt including 'off-balance' factoring.
| Group Recticel in thousand EUR |
At the end of the preceding period |
Payment of interests |
Fair value recognized in equity |
Interest recognized in income statement |
Transfer | At the end of the current period |
|---|---|---|---|---|---|---|
| Interest Rate Swaps (IRS) assets | 0 | 0 | 0 | 0 | 0 | 0 |
| Interest Rate Swaps (IRS) liabilities | ( 3 690) | 1 239 | 1 103 | ( 1 187) | 0 | ( 2 535) |
| Net position | ( 3 690) | 1 239 | 1 103 | ( 1 187) | 0 | ( 2 535) |
| Group Recticel in thousand EUR |
At the end of the preceding period |
Payment of interests |
Fair value recognized in equity |
Interest recognized in income statement |
Transfer | At the end of the current period |
|---|---|---|---|---|---|---|
| Interest Rate Swaps (IRS) assets | 1 | 0 | 0 | 0 | ( 1) | 0 |
| Interest Rate Swaps (IRS) liabilities | ( 5 464) | 1 124 | 523 | ( 1 175) | 1 | ( 4 991) |
| Net position | ( 5 463) | 1 124 | 523 | ( 1 175) | 0 | ( 4 991) |
Higher working capital needs reflect the seasonable build-up of working capital – primarily in Bedding and Insulation –, inflated in 1H2017 by the impact of increased raw material and selling prices.
The utilization of the factoring programs per 30 June 2017 amounted to EUR 70.8 million, compared to EUR 65.4 million per 30 June 2016 and EUR 51.7 million per 31 December 2016.
There are no material events to report which occurred after the balance sheet date.
Compared to December 2016 there are no significant changes in the related party transactions.
On 29 June 2017 a new warrant plan was issued in favour of leading staff members of the Group. In total 410,000 new warrants were issued with an exercise price of EUR 7.00. The exercise period runs - after a vesting period of three years -, from 29 June 2020 till 29 June 2024.
The contingent assets and liabilities as communicated in the annual report 2016 (section III.6.10.) encountered the following developments:
In 1986, Recticel sold its "fertilizer" division, in particular the activities of the Tertre site, to Kemira, since then acquired by Yara. As part of this agreement, Recticel undertook to bring an old basin ("Valcke Basin"), in line with environmental regulations. This requirement had not yet been performed because of the mutual dependence of the environmental conditions within the total industrial site in Tertre. Yara sued Recticel for precautionary reasons pursuant to this obligation in July 2003. A settlement agreement was negotiated and signed by the parties in the course of 2011, which ended the dispute definitively.
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 Basin and a dump site of Finapal, and for sharing the cost thereof.
The remediation plan was approved in December 2013 by Ministerial Order of the Walloon Government. End of December 2015 Ecoterres was appointed as contractor. The estimated cost for these remediation works has been fully provisioned. The remediation works were started on 15 February, 2016 and are expected to finish by end 2019.
The remaining provision for these two environmental issues in Tertre amounts to EUR 2.26 million on 30 June 2017.
Following a European Commission cartel investigation into the EU Polyurethane Foams industry, started in July 2010, Recticel announced on January 29, 2014 that it had reached a settlement with the European Commission whereby this case was closed.
Under the settlement decision, the Recticel Group, including Eurofoam, was fined EUR 26.98 million, of which the last instalment of EUR 6.9 million was paid in April 2016.
The full impact of the fine had been recognized in the 2013 accounts.
In annex to the EU investigation, the Spanish National Competition Commission (CNC) announced on March 6, 2013 that it fined ten companies in the Spanish market, including Recticel Iberica SL and the national industry association for operating cartels in the market for production of flexible polyurethane foam for the comfort industry. Recticel Iberica SL was exempt from the payment of this fine on the basis of the leniency program of the CNC.
The decision of the CNC was appealed by certain companies. Those procedures in appeal that have already been dealt with, did not alter the position of Recticel. Some of these procedures are still ongoing but are not expected to impact Recticel's position.
As explained above, the Group has been subject to antitrust investigations at European and national level, and in Spain the Group remains involved in several appeals started by competitors after the decision of the Spanish competition authority in 2013. It cannot be excluded that other claims (including class actions claims) based on the same facts, may arise.
Various claims have been issued by one or more customers in the United Kingdom, in which these entities allege harm with regard to the European Commission's cartel decision. Some procedures have been stopped in the course of 2016 and the first half of 2017, with no material impact for the Group.
Regarding the ongoing litigations no considered judgment can at this stage be formed on the merits of these claims or on the amount of any potential losses for the Group.
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's opposition was successful; the patent was revoked. The patent owner has appealed the decision. Recticel is confident that the revocation of the patent will be maintained in appeal.
As of 30 June 2017, total litigation provisions and accruals at Recticel Group level amounted to EUR 4.8 million in the combined financial statements.
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:
* * *
To the Board of Directors
The auditor confirms that the review is substantially completed, and did not reveal any significant adjustments to the financial information included in the press release.
Ghent, 30 August 2017
The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Kurt Dehoorne
| Associated companies | Entities in which Recticel has a significant influence and that are processed using the equity-method. |
|---|---|
| CGU | Is short for Cash Generating Unit or cash flow generating unit. |
| Combined figures | Figures including Recticel's pro rata share in the joint ventures, after elimination of intercompany transactions, in accordance with the proportional consolidation method. |
| Consolidated figures | Figures following the application of IFRS 11, whereby Recticel's joint ventures are integrated on the basis of the equity method. |
| Earnings per share, base | Net result for the period (Group share) / Average outstanding shares over the period. |
| Earnings per share, diluted | Net result for the period (Group share) / [Average number of outstanding shares over the period – own shares + (number of possible new shares that have to be issued within the framework of the existing outstanding stock option plans x dilution effect of the stock option plans)]. |
| EBIT | Operating results + profit or loss from equities. |
| EBITDA | EBIT + depreciation and additional impairments/increases on assets. |
| Equity capital | Total equity, including minority interests. |
| Investments | Capitalized investments in tangible and intangible assets. |
| Joint ventures | Entities that are controlled jointly and that are consolidated proportionately. Following the early adaption of IFRS 11 since 2013, these participations are consolidated following the equity method. |
| Net financial debt | Interest bearing financial debts at more than one year + interest bearing financial debts within maximum one year – cash and cash equivalents - Available for sale investments + Net marked-to-market value position of hedging derivative instruments. |
| Subsidiaries | Fully consolidated entities under Recticel control. |
| Appropriated capital | Net intangible fixed assets + goodwill + tangible fixed assets + working capital. Average = [Appropriated capital at the end of last year + Appropriated capital at the end of the last period] / 2. |
|---|---|
| Appropriated capital, Average | Half yearly: average appropriated capital at the beginning and at the end of the period. Average = [Appropriated capital at the end of last year + Appropriated capital at the end of the last period] / 2. For the full year: average of the half yearly averages. |
| Gearing ratio | Net financial debt / Total equity (including shares of external parties). |
| Leverage | Net financial debt/EBITDA |
| Market capitalization | Closing price x total number of outstanding shares. |
| Non-recurring elements | Non-recurring elements include operating revenues, expenses and provisions that pertain to restructuring programmes (redundancy payments, closure & clean up costs, relocation costs,), reorganisation charges and onereous 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, gains or losses on discontinued operations, revenues or charges due to important (inter)national legal issues. |
| Recurring EBIT(DA) or REBIT(DA) | EBIT(DA) before non-recurring elements. |
| Return on Capital Employed | EBIT / average appropriated capital. |
| Return on Equity (ROE) | Net result for the period (share of the Group) / Average total equity over the period (the Group's share). |
| ROCE | Represents Return on Capital Employed. |
| Total net financial debt | = Net financial debt + the drawn amounts under off-balance sheet non-recourse factoring/forfeiting programs. |
| Working capital | Inventories + trade receivables + other receivables + recoverable taxes - trade payables - payable taxes - other commitments. |
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