Quarterly Report • Aug 30, 2013
Quarterly Report
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The condensed consolidated financial statements have been authorised for issue by the Board of Directors on 29 August 2013.
| Group Recticel in thousand EUR |
Notes * | 1H/2013 | 1H/2012 (restated for IAS 19R) |
1H/2012 (as published) |
|---|---|---|---|---|
| Sales Distribution costs |
II.3. | 632 647 ( 32 205) |
680 201 ( 32 488) |
680 201 ( 32 488) |
| Cost of sales | ( 505 392) | ( 534 669) | ( 534 669) | |
| Gross profit | 95 050 | 113 044 | 113 044 | |
| General and administrative expenses | ( 41 010) | ( 41 246) | ( 41 246) | |
| Sales and marketing expenses | ( 37 843) | ( 37 570) | ( 37 570) | |
| Research and development expenses | ( 6 350) | ( 7 280) | ( 7 280) | |
| Impairments | II.3. | ( 1 205) | ( 468) | ( 468) |
| Other operating revenues (1) | 4 243 | 4 579 | 4 578 | |
| Other operating expenses (2) | ( 13 997) | ( 6 632) | ( 7 070) | |
| Total other operating revenues/(expenses) (1)+(2) | II.4.1. | ( 9 754) | ( 2 053) | ( 2 492) |
| Income from associates | 267 | ( 15) | ( 15) | |
| Income from investments | 0 | 0 | 0 | |
| EBIT | II.3. | ( 845) | 24 412 | 23 973 |
| Interest income | 151 | 306 | 306 | |
| Interest expenses | ( 5 575) | ( 6 308) | ( 6 308) | |
| Other financial income | 6 920 | 7 486 | 8 702 | |
| Other financial expenses | ( 7 954) | ( 8 829) | ( 9 791) | |
| Financial result | II.4.2. | ( 6 458) | ( 7 345) | ( 7 091) |
| Result of the period before taxes | ( 7 303) | 17 067 | 16 882 | |
| Income taxes | ( 2 828) | ( 4 917) | ( 4 883) | |
| Result of the period after taxes | ( 10 131) | 12 150 | 11 999 | |
| of which attributable to non-controlling interests | 0 | 0 | 0 | |
| of which share of the Group | ( 10 131) | 12 150 | 11 999 |
* The accompanying notes are an integral part of this income statement.
| Group Recticel in EUR |
Notes * | 1H/2013 | 1H/2012 (restated for IAS 19R) |
1H/2012 (as published) |
|---|---|---|---|---|
| Basic earnings per share | (0,351) | 0,416 | 0,415 | |
| Diluted earnings per share | (0,351) | 0,374 | 0,374 |
| Group Recticel Notes * in thousand EUR |
1H/2013 | 1H/2012 (restated for IAS 19R) |
1H/2012 (as published) |
|---|---|---|---|
| Result for the period after taxes | ( 10 131) | 12 150 | 11 999 |
| Other comprehensive income | |||
| Hedging reserves | - | - | ( 739) |
| Currency translation differences | - | - | 2 637 |
| Deferred taxes on hedging | - | - | 228 |
| Items that will not subsequently be recycled to profit and loss | |||
| Available for sale | ( 100) | 0 | - |
| Actuarial gains and losses recognized in equity | ( 2 894) | ( 134) | - |
| Deferred taxes on actuarial gains and losses | 125 | 317 | - |
| Total | ( 2 869) | 183 | - |
| Items that subsequently may be recycled to profit and loss | |||
| Hedging interest reserves | 2 058 | ( 739) | - |
| Hedging currency reserves | 0 | 0 | - |
| Hedging net investment reserves | 142 | 0 | - |
| Hedging reserves | 2 200 | ( 739) | - |
| Currency translation differences | ( 3 481) | 2 509 | - |
| Deferred taxes on hedging interest reserves | ( 700) | 228 | - |
| Total | ( 1 981) | 1 998 | - |
| Other comprehensive income net of tax | ( 4 850) | 2 181 | 2 126 |
| ( 14 981) | 14 331 | 14 125 | |
| Total comprehensive income for the period | |||
| Total comprehensive income for the period | ( 14 981) | 14 331 | 14 125 |
| of which attributable to non-controlling interests | 0 | 0 | 0 |
| of which attributable to the owners of the parent | ( 14 981) | 14 331 | 14 125 |
| Group Recticel in thousand EUR |
Notes * | 30 Jun 2013 | 31 Dec 2012 (restated for IAS 19R) |
31 Dec 2012 (as published) |
|---|---|---|---|---|
| Intangible assets | 13 698 | 13 031 | 13 031 | |
| Goodwill | 34 441 | 35 003 | 35 003 | |
| Property, plant & equipment | II.5.1. | 258 449 | 270 904 | 270 904 |
| Investment property | 4 452 | 4 452 | 4 452 | |
| Investments in associates | 13 275 | 13 784 | 13 784 | |
| Other financial investments | 162 | 240 | 240 | |
| Available for sale investments | 200 | 122 | 122 | |
| Non-currrent receivables | 10 019 | 7 664 | 7 664 | |
| Deferred tax | 49 928 | 50 005 | 45 520 | |
| Non-currrent assets | 384 624 | 395 205 | 390 720 | |
| Inventories and contracts in progress | 121 229 | 116 607 | 116 607 | |
| Trade receivables | 117 991 | 114 540 | 114 540 | |
| Other receivables | 45 749 | 48 123 | 48 123 | |
| Income tax receivables | 5 394 | 4 345 | 4 345 | |
| Available for sale investments | 45 | 45 | 45 | |
| Cash and cash equivalents | 43 609 | 27 008 | 27 008 | |
| Current assets | 334 017 | 310 668 | 310 668 | |
| Total assets | 718 641 | 705 873 | 701 388 |
| Group Recticel in thousand EUR |
Notes * | 30 Jun 2013 | 31 Dec 2012 (restated for |
31 Dec 2012 (as published) |
|---|---|---|---|---|
| IAS 19R) | ||||
| Capital | 72 361 | 72 329 | 72 329 | |
| Share premium | 107 036 | 107 013 | 107 013 | |
| Share capital | 179 397 | 179 342 | 179 342 | |
| Retained earnings | 53 707 | 75 565 | 95 010 | |
| Hedging and translation reserves | ( 15 852) | ( 13 817) | ( 13 728) | |
| Equity (share of the Group) | 217 252 | 241 090 | 260 624 | |
| Equity attributable to non-controlling interests | 0 | 0 | 0 | |
| Total equity | 217 252 | 241 090 | 260 624 | |
| Pensions and similar obligations | II.5.2. | 52 693 | 52 211 | 28 048 |
| Provisions | II.5.3. | 11 095 | 9 798 | 9 798 |
| Deferred tax | 9 522 | 8 410 | 8 554 | |
| Bonds and notes | 45 279 | 45 023 | 45 023 | |
| Financial leases | 20 976 | 20 850 | 20 850 | |
| Bank loans | 89 456 | 74 595 | 74 595 | |
| Other loans | 1 959 | 2 039 | 2 039 | |
| Interest-bearing borrowings | II.5.4. | 157 670 | 142 507 | 142 507 |
| Other amounts payable | 448 | 501 | 501 | |
| Non-current liabilities | 231 428 | 213 427 | 189 408 | |
| Pensions and similar obligations | II.5.2. | 2 124 | 1 529 | 1 529 |
| Provisions | II.5.3. | 5 261 | 1 523 | 1 523 |
| Interest-bearing borrowings | II.5.4. | 43 253 | 57 840 | 57 840 |
| Trade payables | 122 008 | 104 980 | 104 980 | |
| Income tax payables | 3 126 | 2 281 | 2 281 | |
| Other amounts payable | 94 189 | 83 203 | 83 203 | |
| Current liabilities | 269 961 | 251 356 | 251 356 | |
| Total liabilities and equity | 718 641 | 705 873 | 701 388 |
* The accompanying notes are an integral part of this balance sheet.
| Group Recticel | 1H/2012 | 1H/2012 | ||
|---|---|---|---|---|
| in thousand EUR | Notes * | 1H/2013 | (restated for IAS 19R) |
(as published) |
| EARNINGS BEFORE INTEREST AND TAXES (EBIT) | ( 845) | 24 412 | 23 973 | |
| Amortisation of intangible assets | 1 740 | 1 761 | 1 761 | |
| Depreciation of tangible assets | II.5.1. | 17 482 | 17 407 | 17 407 |
| Amortisation of deferred long term and upfront payment | 652 | 501 | 501 | |
| Impairment losses on tangible assets | II.5.1. | 1 205 | 468 | 468 |
| Write-offs on assets | 760 | 481 | 481 | |
| Changes in provisions | 2 867 | ( 7 943) | ( 7 504) | |
| (Gains) / Losses on disposals of assets | ( 1 324) | ( 317) | ( 317) | |
| Income from associates | ( 267) | 15 | 15 | |
| GROSS OPERATING CASH FLOW | 22 270 | 36 784 | 36 784 | |
| Inventories | ( 6 724) | ( 9 458) | ( 9 458) | |
| Trade receivables | ( 2 720) | ( 15 771) | ( 15 771) | |
| Other receivables | ( 2 995) | ( 1 061) | ( 1 061) | |
| Trade payable | 20 158 | ( 13 542) | ( 13 542) | |
| Other payable | 8 729 | 3 246 | 3 246 | |
| Changes in working capital | 16 448 | ( 36 586) | ( 36 586) | |
| Income taxes paid | ( 2 401) | ( 3 429) | ( 3 429) | |
| NET CASH FLOW FROM OPERATING ACTIVITIES (a) | 36 317 | ( 3 231) | ( 3 231) | |
| Interests received | 447 | 516 | 516 | |
| Dividends received | 175 | 475 | 475 | |
| New investments and subscriptions to capital increases | ( 678) | 0 | 0 | |
| (Increase) / Decrease of loans and receivables | ( 381) | ( 1 322) | ( 1 322) | |
| Investments in intangible assets | ( 2 414) | ( 2 203) | ( 2 203) | |
| Investments in property, plant and equipment | ( 9 568) | ( 8 204) | ( 8 204) | |
| Disposals of intangible assets | 228 | 171 | 171 | |
| Disposals of property, plant and equipment | 1 102 | 1 177 | 1 177 | |
| Disposals of financial investments | 0 | 38 | 38 | |
| Disposals of investments available for sale | 0 | 0 | 0 | |
| NET CASH FLOW FROM INVESTMENT ACTIVITIES (b) | ( 11 090) | ( 9 353) | ( 9 353) | |
| Interests paid (1) FREE CASH FLOW |
( 3 676) 21 551 |
( 4 765) ( 17 348) |
( 4 765) ( 17 349) |
|
| Dividends paid (2) | ( 5 899) | ( 8 121) | ( 8 121) | |
| Increase (Decrease) of capital (3) | 55 | 0 | 0 | |
| Increase of financial debt (4) | 24 756 | 25 837 | 25 837 | |
| (Decrease) of financial debt (5) | ( 23 240) | ( 35 316) | ( 35 316) | |
| CASH FLOW FROM FINANCING ACTIVITIES |
||||
| (c)=(1)+(2)+(3)+(4)+(5) | ( 8 003) | ( 22 366) | ( 22 366) | |
| Effect of exchange rate changes (d) | ( 624) | ( 730) | ( 730) | |
| Effect of changes in scope of consolidation and of foreign | ||||
| currency translation reserves recycled (e) | 0 | 508 | 508 | |
| CHANGES IN CASH AND CASH EQUIVALENTS |
||||
| (a)+(b)+(c)+(d)+(e) | 16 600 | ( 35 171) | ( 35 171) | |
| Net cash position opening balance | 27 008 | 54 575 | 54 575 | |
| Net cash position closing balance | 43 609 | 19 404 | 19 404 | |
| CHANGES IN CASH POSITION | 16 600 | ( 35 171) | ( 35 171) | |
The gross operating cash flow before working capital movements (EUR 22.3 million) is EUR 14.5 million lower than the same period of last year primarily due to the significantly lower EBIT (EUR - 0.8 million versus EUR 24.4 million (restated for IAS 19R) in 1H/2012).
Whereas depreciation and amortisation charges remained stable, the re-integration in the cash flow of other non-cash charges, mainly the net movement in provisions (EUR +2.9 million versus EUR -7.9 million in 1H/2012), mitigated the impact of the lower EBIT.
The net cash flow from operating activities (EUR 36.3 million) is EUR 39.5 million better than last year, despite a lower gross operating cash flow. This positive variance is induced by a lower seasonal increase in working capital needs due to the lower level of activity, the implementation of new factoring programs and by a substantial increase of trade payables and other payables.
As a consequence of the lower result, income taxes paid were also lower (EUR –2.4 million versus EUR –3.4 million in 1H/2012).
The net cash flow from investing activities amounted to EUR –11.1 million, versus EUR –9.4 million in 1H/2012.
The free cash flow resulting from (i) the net cash flow from operating activities (EUR +36.3 million), (ii) the net cash flow from investment activities (EUR –11.1 million) and (iii) interests paid (EUR –3.7 million) amounts to EUR +21.6 million, compared to EUR -17.3 million in 1H/2012. The difference of EUR +38.9 million is mainly attributable to the working capital evolution.
The cash flow from financing activities came out at EUR –8.0 million versus EUR –22.4 million in 1H/2012, as a consequence of lower interests paid (EUR –3.7 versus EUR -4.8 million in 1H/2012), lower dividend payments (EUR -5.9 million versus EUR -8.1 million in 1H/2012) and a net increase in financial debt.
For the half-year ending 30 June 2013
| in million EUR | Capital | Share premium |
Investment revaluation reserve |
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| At the end of the preceding period (31 December 2012 - as published) |
72 329 | 107 013 | 0 | 0 | 2 562 | 92 447 | ( 5 964) | ( 7 763) | 260 624 | 0 | included 260 624 |
| Changes in accounting policies | 0 | 0 | 0 | ( 5 597) | 0 | ( 13 849) | ( 89) | 0 | ( 19 535) | 0 | ( 19 535) |
| At the end of the preceding period (31 December 2012 - restated for IAS 19R) |
72 329 | 107 013 | 0 | ( 5 597) | 2 562 | 78 598 | ( 6 053) | ( 7 763) | 241 089 | 0 | 241 089 |
| Dividends | 0 | 0 | 0 | 0 | 0 | ( 8 357) | 0 | 0 | ( 8 357) | 0 | ( 8 357) |
| Changes in subscribed capital Stock options (IFRS 2) |
32 0 |
23 0 |
0 0 |
0 0 |
0 124 |
0 ( 678) |
0 0 |
0 0 |
55 ( 554) |
0 0 |
55 ( 554) |
| Shareholders' movements | 32 | 23 | 0 | 0 | 124 | ( 9 035) | 0 | 0 | ( 8 856) | 0 | ( 8 856) |
| Profit or loss of the period (1) | 0 | 0 | 0 | 0 | 0 | ( 10 131) | 0 | 0 | ( 10 131) | 0 | ( 10 131) |
| Components of other comprehensive income that will not be recycled to profit or loss, net of tax | |||||||||||
| Available for sale Actuarial gains & losses recognized in equity |
0 0 |
0 0 |
( 100) 0 |
0 ( 2 894) |
0 0 |
0 0 |
0 0 |
0 0 |
( 100) ( 2 894) |
0 0 |
( 100) ( 2 894) |
| Deferred tax | 0 | 0 | 0 | 125 | 0 | 0 | 0 | 0 | 125 | 0 | 125 |
| Total other comprehensive income that will not be recycled to profit or loss, net of tax (a) |
0 | 0 | ( 100) | ( 2 769) | 0 | 0 | 0 | 0 | ( 2 869) | 0 | ( 2 869) |
| Components of other comprehensive income that will be recycled to profit or loss, net of tax | |||||||||||
| Gains (losses) on cash flow hedge | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 058 | 2 058 | 0 | 2 058 |
| Deferred taxes Translation differences |
0 0 |
0 0 |
0 0 |
0 55 |
0 0 |
0 0 |
0 ( 3 536) |
( 700) 142 |
( 700) ( 3 339) |
0 0 |
( 700) ( 3 339) |
| Total other comprehensive income that will be | |||||||||||
| recycled to profit or loss, net of tax (b) | 0 | 0 | 0 | 55 | 0 | 0 | ( 3 536) | 1 500 | ( 1 981) | 0 | ( 1 981) |
| Comprehensive income' (1)+(a)+(b) | 0 | 0 | ( 100) | ( 2 714) | 0 | ( 10 131) | ( 3 536) | 1 500 | ( 14 981) | 0 | ( 14 981) |
| Reclassification | 0 | 0 | 0 | ( 3) | 0 | 3 | 0 | 0 | 0 | 0 | 0 |
| At the end of the period (30 June 2013) | 72 361 | 107 036 | ( 100) | ( 8 314) | 2 686 | 59 435 | ( 9 589) | ( 6 263) | 217 252 | 0 | 217 252 |
| in million EUR | Capital | Share premium |
Investment revaluation reserve |
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 2011 - as published) |
72 329 | 107 013 | 0 | 0 | 2 207 | 82 984 | ( 8 914) | ( 6 825) | 248 794 | 0 | 248 794 |
| Changes in accounting policies | 0 | 0 | 0 | 0 | 0 | ( 11 628) | 0 | 0 | ( 11 628) | 0 | ( 11 628) |
| At the end of the preceding period (31 December 2011 - restated for IAS 19R) |
72 329 | 107 013 | 0 | 0 | 2 207 | 71 356 | ( 8 914) | ( 6 825) | 237 166 | 0 | 237 166 |
| Dividends | 0 | 0 | 0 | 0 | 0 | ( 8 101) | 0 | 0 | ( 8 101) | 0 | ( 8 101) |
| Changes in subscribed capital | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Stock options (IFRS 2) | 0 | 0 | 0 | 0 | 147 | 0 | 0 | 0 | 147 | 0 | 147 |
| Shareholders' movements | 0 | 0 | 0 | 0 | 147 | ( 8 101) | 0 | 0 | ( 7 954) | 0 | ( 7 954) |
| Profit or loss of the period (1) | 0 | 0 | 0 | 0 | 0 | 12 150 | 0 | 0 | 12 150 | 0 | 12 150 |
| Components of other comprehensive income that will not be recycled to profit or loss, net of tax | |||||||||||
| Actuarial gains & losses recognized in equity | 0 | 0 | 0 | ( 134) | 0 | 0 | 0 | 0 | ( 134) | 0 | ( 134) |
| Deferred tax | 0 | 0 | 0 | 305 | 0 | 12 | 0 | 0 | 317 | 0 | 317 |
| Total other comprehensive income that will not be recycled to profit or loss, net of tax (a) |
0 | 0 | 0 | 171 | 0 | 12 | 0 | 0 | 183 | 0 | 183 |
| Components of other comprehensive income that will be recycled to profit or loss, net of tax | |||||||||||
| Gains (losses) on cash flow hedge | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ( 670) | ( 670) | 0 | ( 670) |
| Deferred taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 228 | 228 | 0 | 228 |
| Translation differences | 0 | 0 | 0 | 6 | 0 | 0 | 2 503 | ( 69) | 2 440 | 0 | 2 440 |
| Total other comprehensive income that will be recycled to profit or loss, net of tax (b) |
0 | 0 | 0 | 6 | 0 | 0 | 2 503 | ( 511) | 1 998 | 0 | 1 998 |
| Comprehensive income' (1)+(a)+(b) | 0 | 0 | 0 | 177 | 0 | 12 162 | 2 503 | ( 511) | 14 331 | 0 | 14 331 |
| Reclassification | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 1 | 0 | 1 |
| At the end of the period (30 June 2012) | 72 329 | 107 013 | 0 | 177 | 2 354 | 75 418 | ( 6 411) | ( 7 336) | 243 544 | 0 | 243 544 |
These condensed consolidated financial statements for the six months ended 30 June 2013 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 2012.
These condensed consolidated interim financial statements have been authorised for issue by the Board of Directors on 29 August 2013.
In accordance with the consolidated annual report as of 31 December 2012, the following new Standards and Interpretations became effective in the current period; however, the initial application did not have any significant impact on the financial position and results of the Group, except for the adoption of IAS 19 revised (IAS 19R).
Standards and interpretations applicable for the annual period beginning on 1 January 2013:
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2013:
There are no changes in the scope of consolidation in 1H/2013.
The principal categories of market for these goods 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 30 August 2013 (1H/2013 Result). Information regarding the Group's reportable segments is presented below. Inter-segment sales are made at prevailing market conditions.
Segment information about these businesses is presented below.
| FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|
| 632 647 | |||||
| 0 | |||||
| 297 280 | 140 032 | 129 675 | 109 524 | ( 43 864) | 632 647 |
| 8 746 | |||||
| ( 9 592) | |||||
| ( 845) | |||||
| ( 6 458) | |||||
| ( 7 303) | |||||
| ( 2 828) | |||||
| ( 10 131) | |||||
| 0 | |||||
| ( 10 131) | |||||
| 266 013 31 267 EARNINGS BEFORE INTEREST AND TAXES (EBIT) 6 440 6 440 |
127 715 12 317 496 496 |
129 413 262 ( 7 976) ( 7 976) |
109 506 18 9 786 9 786 |
0 ( 43 864) 0 0 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | CORPORATE | CONSOLIDATED |
|---|---|---|---|---|---|---|
| Depreciation and amortisation | 6 149 | 3 091 | 7 301 | 2 788 | 545 | 19 874 |
| Impairment losses recognised in profit and loss 1 |
5 | 0 | 1 200 | 0 | 0 | 1 205 |
| EBITDA 2 | 12 592 | 3 587 | 523 | 12 574 | ( 9 045) | 20 230 |
| Capital additions | 4 020 | 549 | 3 261 | 2 000 | 2 184 | 12 014 |
1 Impairment losses recognized in profit and loss are related to the Rheinbreitbach plant (Germany - Automotive Interiors). It is the result from a value-in-use impairment test with a weighted average cost of capital of 8%.
2 EBITDA for Insulation (from EUR 18.8 million to EUR 12.6 million, -33.1%) was negatively impacted by the depreciation of the Pound Sterling, by the additional fixed costs and the ramp-up costs of the new factory in Bourges (France), and by increased competition in a weaker market environment. The performance level of the new factory in Bourges is the new benchmark in the Group.
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|---|
| ASSETS Segment assets Investment in associates Unallocated corporate assets |
260 376 13 274 |
116 982 0 |
145 146 0 |
141 227 0 |
( 136 036) 0 |
527 695 13 274 177 672 |
| Total consolidated assets | 718 641 | |||||
| LIABILITIES Segment liabilities Unallocated corporate liabilities Total consolidated liabilities (excluding equity) |
132 979 | 52 184 | 65 504 | 66 229 | ( 136 036) | 180 860 320 529 501 389 |
The unallocated assets, which amount to EUR 177.7 million, include mainly the following items:
The unallocated liabilities, which amount to EUR 320.5 million (equity excluded), includes mainly the following items:
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|---|
| SALES | ||||||
| External sales | 277 083 | 132 580 | 161 091 | 109 447 | 0 | 680 201 |
| Inter-segment sales | 26 442 | 1 032 | 246 | 49 | ( 27 769) | 0 |
| Total sales | 303 525 | 133 612 | 161 337 | 109 496 | ( 27 769) | 680 201 |
| EARNINGS BEFORE INTEREST AND TAXES (EBIT) | ||||||
| Segment result | 7 961 | 1 219 | 6 439 | 16 818 | 0 | 32 438 |
| Unallocated corporate expenses | ( 8 026) | |||||
| EBIT | 7 961 | 1 219 | 6 439 | 16 818 | 0 | 24 412 |
| Financial result | ( 7 345) | |||||
| Result for the period before taxes | 17 067 | |||||
| Income taxes | ( 4 917) | |||||
| Result for the period after taxes | 12 150 | |||||
| Attibutable to non-controlling interests | 0 | |||||
| Share of the Group | 12 150 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | CORPORATE | CONSOLIDATED |
|---|---|---|---|---|---|---|
| Depreciation and amortisation | 6 599 | 2 758 | 8 000 | 2 002 | 310 | 19 669 |
| Impairment losses recognised in profit and loss |
468 | 0 | 0 | 0 | 0 | 468 |
| EBITDA | 15 028 | 3 977 | 14 439 | 18 820 | ( 7 717) | 44 547 |
| Capital additions | 3 607 | 1 896 | 2 317 | 2 009 | 2 932 | 12 760 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|---|
| ASSETS Segment assets Investment in associates Unallocated corporate assets |
327 634 12 986 |
104 703 0 |
160 347 0 |
108 570 ( 479) |
( 111 259) 0 |
589 995 12 507 114 261 |
| Total consolidated assets | 716 763 | |||||
| LIABILITIES Segment liabilities Unallocated corporate liabilities Total consolidated liabilities (excluding equity) |
137 336 | 42 253 | 67 763 | 44 916 | ( 111 259) | 181 009 292 210 473 219 |
The unallocated assets, which amount to EUR 114.3 million, include mainly the following items:
The unallocated liabilities, which amount to EUR 292.2 million (equity excluded), includes mainly the following items:
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|---|
| SALES | ||||||
| External sales | 277 083 | 132 580 | 161 091 | 109 447 | 0 | 680 201 |
| Inter-segment sales | 26 442 | 1 032 | 246 | 49 | ( 27 769) | 0 |
| Total sales | 303 525 | 133 612 | 161 337 | 109 496 | ( 27 769) | 680 201 |
| EARNINGS BEFORE INTEREST AND TAXES (EBIT) | ||||||
| Segment result | 7 692 | 1 232 | 6 325 | 16 805 | 0 | 32 055 |
| Unallocated corporate expenses | ( 8 082) | |||||
| EBIT | 7 692 | 1 232 | 6 325 | 16 805 | 0 | 23 973 |
| Financial result | ( 7 091) | |||||
| Result for the period before taxes | 16 882 | |||||
| Income taxes | ( 4 883) | |||||
| Result for the period after taxes | 11 999 | |||||
| Attibutable to non-controlling interests | 0 | |||||
| Share of the Group | 11 999 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | CORPORATE | CONSOLIDATED |
|---|---|---|---|---|---|---|
| Depreciation and amortisation | 6 599 | 2 758 | 8 000 | 2 002 | 310 | 19 669 |
| Impairment losses recognised in profit and loss |
468 | 0 | 0 | 0 | 0 | 468 |
| EBITDA | 14 759 | 3 990 | 14 325 | 18 807 | ( 7 773) | 44 108 |
| Capital additions | 3 607 | 1 896 | 2 317 | 2 009 | 2 932 | 12 760 |
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | ELIMINATIONS | CONSOLIDATED |
|---|---|---|---|---|---|---|
| ASSETS Segment assets Investment in associates Unallocated corporate assets |
327 634 12 986 |
104 703 0 |
160 347 0 |
108 570 ( 479) |
( 111 259) 0 |
589 995 12 507 112 612 |
| Total consolidated assets LIABILITIES Segment liabilities Unallocated corporate liabilities Total consolidated liabilities (excluding equity) |
137 336 | 42 253 | 67 763 | 44 916 | ( 111 259) | 715 114 181 009 279 140 460 149 |
The unallocated assets, which amount to EUR 112.6 million, include mainly the following items:
The unallocated liabilities, which amount to EUR 279.1 million (equity excluded), includes mainly the following items:
| Group Recticel in thousand EUR |
FLEXIBLE FOAMS | BEDDING | AUTOMOTIVE | INSULATION | NOT ALLOCATED CONSOLIDATED | |
|---|---|---|---|---|---|---|
| First half-year 2013 | ||||||
| Impairment Restructuring charges |
( 5) ( 1 579) |
0 ( 789) |
( 1 200) ( 7 948) |
0 ( 83) |
0 ( 249) |
( 1 205) ( 10 648) |
| Other | ( 828) | ( 335) | 0 | 0 | ( 1 260) | ( 2 423) |
| TOTAL | ( 2 412) | ( 1 124) | ( 9 148) | ( 83) | ( 1 509) | ( 14 276) |
Impairment charges relate to the Automotive-Interiors activities in Rheinbreitbach (Germany).
Restructuring charges are mainly related to Automotive-Interiors in Germany (Rheinbreitbach site). New provisions were also booked for the Flexible Foams activities in the UK (closure of Pendle site). In Bedding restructuring charges were booked in Germany.
Other non-recurring elements relate mainly to (i) additional legal fees in relation with the on-going EU investigation (Flexible Foams) (EUR -1.0 million) and (ii) after a complete investigation, the impact of the regularisation of past irregularities in Spain (see post-balance sheet date events in Annual Report 2012) (EUR -1.5 million).
| First half-year 2012 | ||||||
|---|---|---|---|---|---|---|
| Impairment | ( 468) | 0 | 0 | 0 | 0 | ( 468) |
| Restructuring charges | ( 1 805) | ( 606) | ( 1 505) | 0 | 236 | ( 3 680) |
| Other | ( 676) | ( 33) | 0 | 0 | 0 | ( 709) |
| TOTAL | ( 2 949) | ( 639) | ( 1 505) | 0 | 236 | ( 4 857) |
Impairment charges relate mainly to Flexible Foams activities in Germany (EUR 0.5 million).
Restructuring charges are mainly related to the Flexible Foams activities in Germany, The Netherlands and UK. In Automotive new provisions for restructuring were mainly recognised in Interiors in Belgium and Germany. In Bedding restructuring charges were booked in Germany and Austria.
Other non-recurring elements relate mainly to (i) additional legal fees in relation with the ongoing EU investigation (Flexible Foams) (EUR -0.6 million), (ii) a provision for financial risks on the investment in Teknofoam Hellas (EUR -0.2 million) and (iii) the consolidation impact of the Italian subsidiary ARTE (Flexible Foams) (EUR +0.2 million).
The Group's operations are mainly located in the European Union.
The following table provides an analysis of the Group's sales and fixed assets by geographical market.
| Group Recticel in thousand EUR |
1H/2013 | 1H/2012 |
|---|---|---|
| European Union | 560 512 | 598 295 |
| of which Belgium | 67 763 | 73 469 |
| of which France | 77 058 | 83 381 |
| of which Germany | 139 823 | 152 738 |
| of which other European Union countries | 275 868 | 288 707 |
| Other | 72 135 | 81 906 |
| TOTAL | 632 647 | 680 201 |
| Group Recticel in thousand EUR |
|||||
|---|---|---|---|---|---|
| 30 Jun 2013 | 30 Jun 2012 | 1H/2013 | 1H/2012 | ||
| 262 070 73 852 43 422 38 522 |
250 800 71 776 22 863 44 703 |
10 369 3 989 1 320 744 |
10 912 4 198 1 376 1 235 |
||
| 106 274 14 529 |
111 458 14 174 |
4 316 1 645 |
4 103 1 848 12 760 |
||
| 276 599 | Acquisitions, including own production 264 974 12 014 |
| Group Recticel in thousand EUR |
1H/2013 | 1H/2012 (restated for IAS 19R) |
1H/2012 (as published) |
|---|---|---|---|
| Other operating revenues | 4 242 | 4 578 | 4 578 |
| Other operating expenses | ( 13 996) | ( 6 631) | ( 7 070) |
| TOTAL | ( 9 754) | ( 2 053) | ( 2 492) |
| Group Recticel in thousand EUR |
1H/2013 | 1H/2012 (restated for IAS 19R) |
1H/2012 (as published) |
|---|---|---|---|
| Restructuring costs | ( 11 068) | ( 3 680) | ( 3 680) |
| Gain (Loss) on disposal of intangible and tangible assets | 1 369 | 193 | 193 |
| Gain (Loss) on disposal of business assets and of associates | ( 2) | 173 | 173 |
| Gain (Loss) on realization of receivables/payables | ( 178) | 0 | 0 |
| Other | 125 | 1 261 | 822 |
| TOTAL | ( 9 754) | ( 2 053) | ( 2 492) |
Restructuring charges are mainly related to Automotive-Interiors in Germany (Rheinbreitbach site). New provisions were also booked for the Flexible Foams activities in the UK (closure of Pendle site). In Bedding restructuring charges were booked in Germany.
In 1H/2013 this item relates to two transactions in Flexible Foams, i.e.: (i) an asset deal (equipment and clientele) in Norway (EUR 0.7 million) and (ii) the sale of land in Turkey (EUR +0.6 million).
This item relates to (i) the write-off of a receivable on the Italian affiliate ARTE srl (Flexible Foams) (EUR -0.3 million) and (ii) a reversal of a write-off of a receivable on Teknofoam Hellas (in liquidation) (Flexible Foams) (EUR +0.1 million).
Other operating revenues and expenses during the first half-year of 2013 comprised, a.o.
Restructuring charges were mainly related to the Flexible Foams activities in Germany, The Netherlands and UK. In Automotive new provisions for restructuring were mainly recognised in Interiors in Belgium and Germany. In Bedding restructuring charges were booked in Germany and Austria.
In 1H/2012 this item related to various small capital gains on the sale of equipment, furniture and vehicles in different countries.
In 1H/2012 this item related to the Italian subsidiary ARTE (Flexible Foams).
Other operating revenues during the first half-year of 2012 comprised, a.o.
| Group Recticel | 1H/2012 | 1H/2012 | |
|---|---|---|---|
| in thousand EUR | 1H/2013 | (restated for IAS 19R) |
(as published) |
| Interest charges on bonds & notes | ( 1 098) | ( 1 323) | ( 1 323) |
| Interest on financial lease | ( 453) | ( 388) | ( 388) |
| Interest on long-term bank loans | ( 1 476) | ( 1 823) | ( 1 823) |
| Interest on short-term bank loans & overdraft | ( 1 024) | ( 1 076) | ( 1 076) |
| Interest on other long-term loans | ( 57) | ( 103) | ( 103) |
| Interest on other short-term loans | ( 36) | ( 136) | ( 136) |
| Net interest charges on Interest Rate Swaps | ( 1 096) | ( 1 016) | ( 1 016) |
| Net interest charges on foreign currency swaps | ( 136) | ( 181) | ( 181) |
| Capitalized intercalary interest | 48 | 0 | 0 |
| Total borrowing cost | ( 5 326) | ( 6 046) | ( 6 046) |
| Interest income from bank deposits | 24 | 67 | 67 |
| Interest income from financial receivables | 127 | 212 | 212 |
| Interest income from financial receivables and cash | 151 | 279 | 279 |
| Interest charges on other debts | ( 271) | ( 245) | ( 245) |
| Interest income from other financial receivables | 22 | 10 | 10 |
| Total other interest | ( 249) | ( 235) | ( 235) |
| Interest income and expenses | ( 5 424) | ( 6 002) | ( 6 002) |
| Exchange rate differences (1) | ( 21) | ( 131) | ( 131) |
| Premium on CAP/Floor contracts | ( 9) | ( 56) | ( 56) |
| Result on derivative instruments | ( 9) | ( 56) | ( 56) |
| Interest actualisation and expected return on provisions for | |||
| employee benefits | 0 | 0 | ( 884) |
| Interest actualisation for other provisions | ( 21) | 0 | 0 |
| Net interest cost IAS 19 | ( 927) | ( 1 138) | 0 |
| Interest on provisions for employee benefits and other debt | ( 948) | ( 1 138) | ( 884) |
| Other financial result | ( 56) | ( 18) | ( 18) |
| FINANCIAL RESULT | ( 6 458) | ( 7 345) | ( 7 091) |
The Board of Directors' proposal to distribute a gross dividend of EUR 0.29 per share or EUR 8.4 million for the year 2012 was approved by the shareholders at the Annual General Meeting of 28 May 2013. The payment of this dividend took place on 05 June 2013, and is thus reflected in the financial statements for the first half of 2013.
| 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 Gross value |
202 904 | 598 468 | 31 851 | 40 328 | 6 565 | 27 864 | 907 980 |
| Accumulated depreciation | ( 116 048) | ( 457 235) | ( 26 460) | ( 14 248) | ( 2 258) | ( 34) | ( 616 283) |
| Accumulated impairments | ( 748) | ( 18 672) | ( 58) | ( 255) | ( 484) | ( 576) | ( 20 793) |
| Net book value at opening | 86 108 | 122 561 | 5 333 | 25 825 | 3 823 | 27 254 | 270 904 |
| Movements during the period | |||||||
| Acquisitions, including own production | 41 | 2 189 | 699 | 539 | 40 | 6 150 | (1) 9 658 |
| Impairments | 0 | ( 1 205) | 0 | 0 | 0 | 0 | ( 1 205) |
| Expensed depreciation | ( 3 155) | ( 12 219) | ( 969) | ( 1 063) | ( 77) | 0 | ( 17 483) |
| Sales and scrapped | ( 359) | ( 231) | ( 5) | 0 | 0 | ( 348) | (2) ( 943) |
| Transfers from one heading to another | 3 096 | 16 495 | 641 | 755 | 10 | ( 21 173) | ( 176) |
| Exchange rate differences | ( 609) | ( 1 480) | ( 43) | ( 12) | ( 21) | ( 141) | ( 2 306) |
| At the end of the period | 85 122 | 126 110 | 5 656 | 26 044 | 3 775 | 11 742 | 258 449 |
| Gross value | 204 235 | 604 031 | 32 069 | 41 577 | 6 508 | 12 336 | 900 756 |
| Accumulated depreciation | ( 118 380) | ( 461 608) | ( 26 369) | ( 15 307) | ( 2 249) | ( 39) | ( 623 952) |
| Accumulated impairments | ( 733) | ( 16 313) | ( 44) | ( 226) | ( 484) | ( 555) | ( 18 355) |
| Net book value at the end of the period | 85 122 | 126 110 | 5 656 | 26 044 | 3 775 | 11 742 | 258 449 |
| Acquisitions | Disposals | ||||||
| Cash-out on acquisitions tangible assets | ( 10 392) | Cash-in from disposals tangible assets | 1 102 | ||||
| Acquisitions shown in working capital | 734 | Disposals shown in working capital | ( 159) | ||||
| Total acquisitions tangible assets (1) | ( 9 658) | Total disposals tangible assets (2) | 943 | ||||
| Cash-out on acquisitions intangible assets | Cash-in from disposals intangible assets |
| 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 | |||||||
| Gross value | 201 237 | 632 866 | 31 837 | 27 346 | 7 151 | 13 942 | 914 379 |
| Accumulated depreciation | ( 111 453) | ( 477 999) | ( 27 112) | ( 12 881) | ( 2 901) | 163 | ( 632 183) |
| Accumulated impairments | ( 866) | ( 25 214) | ( 92) | ( 313) | 0 | ( 364) | ( 26 849) |
| Net book value at opening | 88 918 | 129 653 | 4 633 | 14 152 | 4 250 | 13 741 | 255 347 |
| Movements during the period | |||||||
| Changes in scope of consolidation | 0 | 1 632 | 81 | 0 | 0 | 50 | 1 763 |
| Acquisitions, including own production | 1 350 | 5 023 | 2 723 | 13 346 | 218 | 25 609 | (1) 48 269 |
| Impairments | ( 5) | ( 1 027) | ( 1) | 0 | ( 484) | ( 39) | ( 1 556) |
| Expensed depreciation | ( 5 966) | ( 25 325) | ( 2 033) | ( 1 606) | ( 168) | 0 | ( 35 098) |
| Sales and scrapped | ( 445) | ( 122) | ( 238) | 0 | ( 94) | ( 29) | (2) ( 928) |
| Transfers from one heading to another | 1 491 | 11 088 | 141 | ( 79) | 92 | ( 12 125) | 608 |
| Exchange rate differences | 765 | 1 639 | 27 | 12 | 9 | 47 | 2 499 |
| At the end of the period | 86 108 | 122 561 | 5 333 | 25 825 | 3 823 | 27 254 | 270 904 |
| Gross value | 202 904 | 598 468 | 31 851 | 40 328 | 6 565 | 27 864 | 907 980 |
| Accumulated depreciation | ( 116 048) | ( 457 235) | ( 26 460) | ( 14 248) | ( 2 258) | ( 34) | ( 616 283) |
| Accumulated impairments | ( 748) | ( 18 672) | ( 58) | ( 255) | ( 484) | ( 576) | ( 20 793) |
| Net book value at the end of the period | 86 108 | 122 561 | 5 333 | 25 825 | 3 823 | 27 254 | 270 904 |
| Acquisitions | Disposals | ||||||
| Cash-out on acquisitions tangible assets | ( 38 364) | Cash-in from disposals tangible assets | 1 831 | ||||
| Acquisitions shown in working capital | ( 9 905) | Disposals shown in working capital | ( 903) |
| Cash-out on acquisitions tangible assets | ( 38 364) | Cash-in from disposals tangible assets | 1 831 |
|---|---|---|---|
| Acquisitions shown in working capital | ( 9 905) | Disposals shown in working capital | ( 903) |
| Total acquisitions tangible assets (1) | ( 48 269) | Total disposals tangible assets (2) | 928 |
Total acquisitions of tangible assets amount to EUR 9.7 million in the first half of 2013, compared to EUR 10.6 million during the half-year 2012.
In December 2011, Recticel SA/NV and Recticel International Services SA/NV concluded a new joint credit facility agreement ('club deal') amounting to EUR 175 million. Under this club deal, Recticel SA/NV and/or its affiliates have pledged their production sites in Belgium, Germany, France, the Netherlands and Sweden in favour of the banks up to a maximum amount of EUR 175 million plus interest and related costs.
At 30 June 2013, the Group has entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 9.0 million.
At 31 December 2012, the Group had entered into contractual commitments for the acquisition of property, plant & equipment amounting to EUR 5.8 million.
Several Recticel companies operate defined benefit and/or defined contribution plans. The main defined benefit plans, which typically provide retirement benefits related to remuneration and period of service, are located in Belgium, France, Germany, the Netherlands and the UK.
The funded plans' assets are invested in mixed portfolios of shares and bonds or insurance contracts.
The amended standard IAS19R –Employee Benefits– is applicable as from 2013, with a restatement of the 2012 net pension liabilities.
This accounting change has an impact before deferred taxes on the consolidated equity of EUR - 24.2 million as per 01.01.2013.
The impact on the relevant positions in the income statement, statement of comprehensive income, balance sheet and cash flow statement for the prior and actual period are shown in the table below:
| Group Recticel | As published | Adjustment | Restated |
|---|---|---|---|
| in thousand EUR | |||
| Balance sheet as of 01 January 2012 | |||
| Deferred taxes assets | 50 290 | 1 598 | 51 888 |
| Total assets | 728 124 | 1 598 | 729 722 |
| Equity | 248 794 | ( 11 628) | 237 166 |
| Pensions & similar obligations | 38 415 | 13 223 | 51 638 |
| Deferred tax liabilities | 9 134 | 3 | 9 137 |
| Total equity & liabilities | 728 124 | 1 598 | 729 722 |
| Income statement as 30 June 2012 | |||
| Other operating expenses | ( 7 070) | 439 | ( 6 631) |
| EBIT | 23 973 | 439 | 24 412 |
| Other financial income | 8 702 | ( 1 216) | 7 486 |
| Other financial expenses | ( 9 791) | 962 | ( 8 829) |
| Financial result | ( 7 091) | ( 254) | ( 7 345) |
| Income taxes | ( 4 883) | ( 34) | ( 4 917) |
| Result of the period after taxes | 11 999 | 151 | 12 150 |
| Earnings per share (share of the Group) as per 30 June 2012 (in EUR) | |||
| Basic | 0,42 | 0,01 | 0,42 |
| Diluted | 0,37 | 0,00 | 0,38 |
| Other comprehensive income as of 30 June 2012 | |||
| Result of the period after taxes (a) | 11 999 | 151 | 12 150 |
| Items that will be not reclassified subsequently to profit | |||
| or loss (b) | 0 | 183 | 183 |
| Actuarial gain/losses on employee benefits | 0 | ( 134) | ( 134) |
| Deferred taxes on actuarial gains/losses on employee | |||
| benefits | 0 | 317 | 317 |
| Items that may be reclassified subsequently to profit or | |||
| loss (c) | 2 126 | ( 128) | 1 998 |
| Hedging reserves | ( 739) | 0 | ( 739) |
| Currency translation difference | 2 637 | ( 128) | 2 509 |
| Deferred taxes on hedging interest reserves | 228 | 0 | 228 |
| Other comprehensive income net of tax (d) = (b)+(c) | 2 126 | 55 | 2 181 |
| Total comprehensive income for the period including | |||
| FCTR recycled (a)+(d) | 14 125 | 206 | 14 331 |
| Total comprehensive income for the period | 14 125 | 206 | 14 331 |
| Attributable to owners of parent | 14 125 | 206 | 14 331 |
| Attributable to non-controlling interests | 0 | 0 | 0 |
| Statement of cash flow as per 30 June 2012 | |||
| EBIT | 23 973 | 439 | 24 412 |
| Other non-cash items | 12 811 | ( 439) | 12 372 |
| Operating cash flow before working capital movements | 36 784 | 0 | 36 784 |
| Group Recticel | As published | Adjustment | Restated |
|---|---|---|---|
| in thousand EUR | |||
| Balance sheet as of 31 December 2012 | |||
| Deferred taxes assets | 45 520 | 4 485 | 50 005 |
| Total assets | 701 388 | 4 485 | 705 873 |
| Equity | 260 624 | ( 19 534) | 241 090 |
| Pensions & similar obligations | 29 577 | 24 163 | 53 740 |
| Deferred tax liabilities | 8 554 | ( 144) | 8 410 |
| Total equity & liabilities | 701 388 | 4 485 | 705 873 |
| Income statement as of 31 December 2012 | |||
| Other operating expenses | ( 12 237) | ( 2 956) | ( 15 193) |
| EBIT | 39 737 | ( 2 956) | 36 781 |
| Other financial income | 15 146 | ( 2 448) | 12 698 |
| Other financial expenses | ( 17 596) | 2 009 | ( 15 587) |
| Financial result | ( 14 339) | ( 439) | ( 14 778) |
| Income taxes | 7 834 | 1 181 | 9 015 |
| Result of the period after taxes | 17 564 | ( 2 214) | 15 350 |
| Earnings per share (share of the Group) as of 31 December 2012 (in EUR) | |||
| Basic | 0,61 | -0,08 | 0,53 |
| Diluted | 0,55 | -0,07 | 0,48 |
| Other comprehensive income as of 31 December 2012 | |||
| Result of the period after taxes (a) | 17 564 | ( 2 214) | 15 350 |
| Items that will be not reclassified subsequently to profit | |||
| or loss (b) | 0 | ( 5 606) | ( 5 606) |
| Actuarial gain/losses on employee benefits | 0 | ( 7 459) | ( 7 459) |
| Deferred taxes on actuarial gains/losses on employee | |||
| benefits | 0 | 1 853 | 1 853 |
| Items that may be reclassified subsequently to profit or | |||
| loss (c) | 1 992 | ( 86) | 1 906 |
| Hedging reserves | ( 1 355) | 0 | ( 1 355) |
| Currency translation difference | 2 930 | ( 86) | 2 844 |
| FCTR difference recycled in income statement | ( 46) | 0 | ( 46) |
| Deferred taxes on hedging interest reserves | 463 | 0 | 463 |
| Other comprehensive income net of tax (d) = (b)+(c) | 1 992 | ( 5 692) | ( 3 700) |
| Total comprehensive income for the period including | |||
| FCTR recycled (a)+(d) | 19 556 | ( 7 906) | 11 650 |
| Total comprehensive income for the period | 19 556 | ( 7 906) | 11 650 |
| Attributable to owners of parent | 19 556 | ( 7 906) | 11 650 |
| Attributable to non-controlling interests | 0 | 0 | 0 |
| Group Recticel | As published | Adjustment to | with previous |
|---|---|---|---|
| in thousand EUR | with IAS 19R | previous | IAS 19 |
| included | standard | standard | |
| Balance sheet as of 30 June 2013 | |||
| Deferred taxes assets | 49 928 | ( 4 670) | 45 258 |
| Total assets | 718 641 | ( 4 670) | 713 971 |
| Equity | 217 252 | 21 711 | 238 963 |
| Pensions & similar obligations | 54 817 | ( 26 465) | 28 352 |
| Deferred tax liabilities | 9 522 | 84 | 9 606 |
| Total equity & liabilities | 718 641 | ( 4 670) | 713 971 |
| Income statement as of 30 June 2013 | |||
| Other operating expenses | ( 13 997) | ( 798) | ( 14 795) |
| EBIT | ( 845) | ( 798) | ( 1 643) |
| Other financial income | 6 920 | 1 342 | 8 262 |
| Other financial expenses | ( 7 954) | ( 889) | ( 8 843) |
| Financial result | ( 6 458) | 453 | ( 6 005) |
| Income taxes | ( 2 828) | 0 | ( 2 828) |
| Result of the period after taxes | ( 10 131) | ( 345) | ( 10 476) |
| Earnings per share (share of the Group) as of 30 June 2013 (in EUR) | |||
| Basic | -0,35 | -0,01 | -0,36 |
| Diluted | -0,35 | -0,01 | -0,36 |
| Other comprehensive income as of 30 June 2013 | |||
| Result of the period after taxes (a) | ( 10 131) | ( 345) | ( 10 476) |
| Items that will be not reclassified subsequently to profit | |||
| or loss (b) | ( 2 869) | 2 769 | ( 100) |
| Revaluation | ( 100) | 0 | ( 100) |
| Actuarial gain/losses on employee benefits | ( 2 894) | 2 894 | 0 |
| Deferre taxes on Actuarial gain/losses on employee benefits | 125 | ( 125) | 0 |
| Items that may be reclassified subsequently to profit or | |||
| loss (c) | ( 1 981) | ( 279) | ( 2 260) |
| Hedging reserves | 2 200 | 0 | 2 200 |
| Currency translation difference | ( 3 481) | ( 279) | ( 3 760) |
| FCTR difference recycled in income statement | 0 | 0 | 0 |
| Deferred taxes on hedging interest reserves | ( 700) | 0 | ( 700) |
| Other comprehensive income net of tax (d)=(b)+(c) | ( 4 850) | 2 490 | ( 2 360) |
| Total comprehensive income for the period including | |||
| FCTR recycled (a)+(d) | ( 14 981) | 2 145 | ( 12 836) |
| Total comprehensive income for the period | ( 14 981) | 2 145 | ( 12 836) |
| Attributable to owners of parent | ( 14 981) | 2 145 | ( 12 836) |
| Attributable to non-controlling interests | 0 | 0 | 0 |
| Statement of cash flow as per 30 June 2013 | |||
| EBIT | ( 845) | -797 | ( 1 642) |
| Other non-cash items | 23 115 | 797 | 23 912 |
| Operating cash flow before working capital movements | 22 270 | 0 | 22 270 |
For the half-year ending 30 June 2013:
| Group Recticel in thousand EUR |
S T FI E N E B E E Y O L P M E |
N O TI A G TI LI X A T |
N O TI A G TI LI R E H T O |
S T C U D O R P E V TI C E F E D |
L A T N E S M K N S O RI R VI N E |
N O TI A S NI A G R O E R |
S T R C A O R F T S N N O O C SI S VI U O O R R P E N O |
S K S RI R E H T O |
N O S S L E K RI S A RI A S O L DI P A SI S CI B DI N U A S N FI |
L A T O T |
|---|---|---|---|---|---|---|---|---|---|---|
| At the end of the preceding year | 53 740 | 0 | 135 | 1 596 | 6 006 | 1 400 | 580 | 726 | 878 | 65 061 |
| Movements during the year | ||||||||||
| Actuarial gains (losses) recognized in equity | 2 894 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 894 |
| Actualisation | 927 | 0 | 0 | 0 | 0 | 21 | 0 | 0 | 0 | 948 |
| Increases | 1 553 | 0 | 0 | 20 | 0 | 9 089 | 21 | 32 | ( 300) | 10 415 |
| Utilisations | ( 3 265) | 0 | ( 24) | 0 | ( 647) | ( 1 985) | ( 225) | ( 299) | 0 | ( 6 445) |
| Write-backs | ( 588) | 0 | ( 44) | ( 58) | 0 | 0 | ( 21) | ( 38) | ( 479) | ( 1 228) |
| Transfers from one heading to another | 0 | 0 | ( 8) | 0 | 0 | ( 21) | 21 | 0 | 0 | ( 8) |
| Exchange rate differences | ( 444) | 0 | 0 | ( 9) | 0 | ( 5) | 0 | ( 6) | 0 | ( 464) |
| At year-end | 54 817 | 0 | 59 | 1 549 | 5 359 | 8 499 | 376 | 415 | 99 | 71 173 |
| Non-current provisions (more than one year) | 52 693 | 0 | 59 | 1 500 | 5 109 | 3 597 | 376 | 355 | 99 | 63 788 |
| Current provisions (less than one year) | 2 124 | 0 | 0 | 49 | 250 | 4 902 | 0 | 60 | 0 | 7 385 |
| Total | 54 817 | 0 | 59 | 1 549 | 5 359 | 8 499 | 376 | 415 | 99 | 71 173 |
For the year ending 31 December 2012: (revised for IAS 19R)
| 57 707 |
|---|
| 13 223 7 459 |
| 2 215 7 832 ( 18 360) |
| ( 5 682) 416 251 |
| 65 061 |
| 62 009 3 052 65 061 |
| 0 0 0 0 399 0 0 479 0 878 878 0 878 |
| Group Recticel in thousand EUR |
Non-current liabilities used | Current liabilities used | ||
|---|---|---|---|---|
| 30 Jun 2013 | 31 Dec 2012 | 30 Jun 2013 | 31 Dec 2012 | |
| Secured | ||||
| Financial leases | 20 976 | 20 850 | 2 715 | 3 291 |
| Bank loans | 88 653 | 73 546 | 0 | 0 |
| Bank loans - factoring with recourse | 0 | 0 | 0 | 0 |
| Discounted bills of exchange | 0 | 0 | 406 | |
| Total secured | 109 629 | 94 396 | 2 715 | 3 697 |
| Unsecured Bonds & notes Non-current bank loans with current |
45 279 | 45 023 | 0 | 0 |
| portion | 803 | 1 049 | 588 | 498 |
| Other loans | 1 959 | 2 039 | 234 | 352 |
| Current bank loans | 0 | 0 | 15 718 | 23 478 |
| Bank loans - forfeiting | 0 | 0 | 2 223 | 1 219 |
| Bank overdraft | 0 | 0 | 11 985 | 17 077 |
| Other financial debts | 0 | 0 | 9 790 | 11 519 |
| Total unsecured | 48 041 | 48 111 | 40 538 | 54 143 |
| Total liabilities carried at amortised | ||||
| cost | 157 670 | 142 507 | 43 253 | 57 840 |
As of June 30, 2013, the gross interest bearing borrowings of the group amounted to EUR 200.9 million compared to EUR 200.3 million at the end of December 2012; or EUR +0.6 million).
The average outstanding debt was at a slightly higher level throughout the first half of 2013 compared to the same period in 2012.
As of 30 June 2013, the weighted lifetime of the debt payables after one year was at 3.84 years (as of 31 December 2012: 4.31 years).
Besides the drawn amounts under the 'club deal' facility (EUR 88.7 million), other long term loan commitments are available for EUR 72.5 million of which EUR 3.4 million are maturing within one year (subject to the comment below on the put option related to the convertible bond). On top of this, the Group also has access to EUR 76.2 million undrawn short term credit lines.
A convertible bond was issued in July 2007 for a nominal amount of 57.5 million, of which the Group bought back EUR 11.2 million in 2008, EUR 17.3 million in 2009 and EUR 1.4 million in 2011. Out of the remaining balance of EUR 27.7 million, EUR 25.3 million is recorded under financial debt and the remaining balance is entered in a specific capital account. The bond has a 10 year term with a put option for investors in July 2014. The coupon amounts to 5% and is payable annually. The bond is convertible in shares from September 3, 2007 until July 16, 2017 into ordinary shares at the then prevailing conversion price. The current (at 30 June 2013) conversion price is EUR 12.00.
Unless the loan is redeemed, converted or cancelled earlier, the bonds will be redeemed in cash on 23 July 2017 at par, together with the interest due and not yet paid.
This compares to the situation as of December 31, 2012, where the drawn amounts under the 'club deal' facility amounted to EUR 75.0 million. Besides the Group also had access to EUR 73.1 million long term loan commitments of which EUR 3.2 million are maturing within one year. The undrawn short term commitments amounted to EUR 95.4 million.
The bonds and financial leases are at fixed rates.
Other interest bearing borrowings payable after one year are mostly at floating interest rate. Their fair value therefore approximates to the nominal value. The interest cost for these Group borrowings ranges from 1.92% to 2.10% in EUR.
As of June 30, 2013, the total outstanding borrowings were directly or synthetically (through currency swaps) denominated for 67.3% in EUR, 8.4% in GBP, 7.5% in CZK, 4.8% in CHF, 5% in SEK, 1.5% in PLN, 2.8% in USD and 2.7% in various other currencies.
The majority of the Group's financial debt is centrally contracted and managed through Recticel International Services, which acts as the Group's internal bank.
The borrowings under the 'club deal' are subject to bank covenants based on an adjusted leverage ratio, an adjusted interest cover and a minimum equity requirement. At 30 June 2013, Recticel complied with all its bank covenants.
As stated in the club deal, 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 8.0 million.
| Group Recticel in thousand EUR |
Maturing within one year |
Maturing between 1 and 5 years |
Maturing after 5 years |
TOTAL LONG TERM |
Future financial charges |
Present value of the minimum payments |
|---|---|---|---|---|---|---|
| Bonds and notes 1 | 2 203 | 51 154 | 0 | 53 357 | ( 8 078) | 45 279 |
| Financial leases | 4 299 | 17 492 | 10 060 | 31 851 | ( 8 160) | 23 691 |
| Bank loans | 2 614 | 93 874 | 0 | 96 488 | ( 6 444) | 90 044 |
| Other loans | 234 | 920 | 1 600 | 2 754 | ( 562) | 2 192 |
| Total interest-bearing borrowings - long term | 9 350 | 163 440 | 11 660 | 184 450 | ( 23 244) | 161 206 |
| Bank loans | 15 718 | |||||
| Bank loans - forfeiting | 2 223 | |||||
| Bank loans - factoring with recourse | 0 | |||||
| Discounted bills of exchange | 0 | |||||
| Bank overdraft | 11 985 | |||||
| Other financial debt | 134 | |||||
| Current accounts & cash pooling | 125 | |||||
| Accrued liabilities - financial short term | 258 | |||||
| Deferred income - financial short term | 4 | |||||
| Total interest-bearing borrowings - short term (a) | 30 447 | |||||
| Interest rate swaps | 0 | 6 711 | 0 | 6 711 | 0 | 6 711 |
| Interest from FX swaps | 39 | |||||
| Trading/economic hedge | 370 | |||||
| Derivative instruments at fair value (b) | 409 | 6 711 | 0 | 6 711 | 0 | 6 711 |
| Grand total financial debt due within one year | 40 206 | |||||
| Non-current financial liabilities | I.4. | 157 670 | ||||
| Current portion of non-current financial liabilities | 3 536 | |||||
| Total | 161 206 | |||||
| Total financial liabilities - short term (a) | 30 447 | |||||
| Derivative instruments at fair value (b) | 7 120 | |||||
| Current portion of non-current financial liabilities | 3 536 | |||||
| Interest accruals on non-current financial liabilities | 2 149 | |||||
| Total current financial liabilities | I.4. | 43 252 |
1 At 30 June 2013, this liability amounted on the balance sheet to EUR 25.3 million (convertible bond) and EUR 20,0 million (private placement) . The net present value as of the convertible bond at 30 June 2013 is EUR 30.3 million, and of the private placement EUR 22,7 million. The present value is obtained by discounting the related cash flows of the bond/notes at the relevant market interest rates.
| Group Recticel in thousand EUR |
Maturing within one year |
Maturing between 1 and 5 years |
Maturing after 5 years |
TOTAL LONG TERM |
Future financial charges |
Present value of the minimum payments |
|---|---|---|---|---|---|---|
| Bonds and notes | 2 203 | 52 410 | 0 | 54 613 | ( 9 590) | 45 023 |
| Financial leases | 3 912 | 16 068 | 8 753 | 28 733 | ( 4 593) | 24 140 |
| Bank loans | 2 813 | 81 000 | 0 | 83 813 | ( 8 719) | 75 094 |
| Other loans | 352 | 1 420 | 1 731 | 3 503 | ( 1 112) | 2 391 |
| Total interest-bearing borrowings - long term | 9 280 | 150 898 | 10 484 | 170 662 | ( 24 014) | 146 648 |
| Bank loans | 23 478 | |||||
| Bank loans - forfeiting | 1 219 | |||||
| Bank loans - factoring with recourse | 0 | |||||
| Discounted bills of exchange | 406 | |||||
| Bank overdraft | 17 077 | |||||
| Other financial debt | 269 | |||||
| Current accounts & cash pooling | 1 368 | |||||
| Accrued liabilities - financial short term | 393 | |||||
| Deferred income - financial short term | 1 | |||||
| Total interest-bearing borrowings - short term (a) | 44 211 | |||||
| Interest rate swaps | 492 | 0 | 7 700 | 7 700 | 0 | 7 700 |
| Premium for derivative instruments | ||||||
| Interest from FX swaps | 29 | |||||
| Trading/economic hedge | 260 | |||||
| Currency options - seller | 0 | |||||
| Derivative instruments at fair value (b) | 781 | 0 | 7 700 | 7 700 | 0 | 7 700 |
| Grand total financial debt due within one year | 54 272 | |||||
| Non-current financial liabilities | I.4. | 142 507 | ||||
| Current portion of non-current financial liabilities | 4 141 | |||||
| Total | 146 648 | |||||
| Total financial liabilities - short term (a) | 44 211 | |||||
| Derivative instruments at fair value (b) | 8 481 | |||||
| Current portion of non-current financial liabilities | 4 141 | |||||
| Interest accruals on non-current financial liabilities | 1 007 | |||||
| Total current financial liabilities | I.4. | 57 840 |
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 2013, 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.
| Group Recticel in thousand EUR |
QUOTED PRICES (UNADJUSTED) IN ACTIVE MARKETS |
OBSERVABLE MARKET INPUTS (OTHER THAN QUOTED PRICES IN ACTIVE MARKETS) |
INPUTS NOT BASED ON OBSERVABLE MARKET DATA |
TOTAL |
|---|---|---|---|---|
| Trading/economic hedge - FX forward | 0 | 1 171 | 0 | 1 171 |
| Total hedging assets | 0 | 1 171 | 0 | 1 171 |
| Short term investments - gross | 0 | 45 | 0 | 45 |
| Total trading investments | 0 | 45 | 0 | 45 |
| Interest rate swaps | 0 | 6 711 | 0 | 0 6 711 |
| Interest from foreign currency swaps | 0 | 39 | 0 | 39 |
| Trading/economic hedge - FX forward | 0 | 370 | 0 | 370 |
| Total hedging liabilities | 0 | 7 120 | 0 | 7 120 |
| Group Recticel in thousand EUR Overview of CAP contracts |
NOMINAL VALUE |
MARKET VALUE AT 30 JUN 2013 |
RECOGNISED IN THE INCOME STATEMENT OF 2013 |
RECOGNISED IN THE INCOME STATEMENT OF 30 JUNE 2012 |
|---|---|---|---|---|
| Bought "CAP" options | 0 | 0 | 27 | ( 27) |
| Bought forward starting "CAP" options | 0 | 0 | 0 | 0 |
| Total CAP contracts | 0 | 0 | 27 | ( 27) |
| Overview of IRS contracts | 0 | 0 | 0 | 0 |
| Total IRS contracts | 0 | 0 | 0 | 0 |
| Group Recticel in thousand EUR |
NOMINAL VALUE |
MARKET VALUE AT 30 JUN 2013 |
RECOGNISED IN EQUITY OF 2013 |
RECOGNISED IN THE EQUITY OF 30 JUNE 2012 |
|---|---|---|---|---|
| Overview of IRS contracts | ||||
| Interest Rate Swaps (IRS) in EUR | 57 000 | ( 6 180) | ( 4 504) | ( 1 676) |
| Forward-starting IRS in EUR | 10 000 | 56 | 5 876 | ( 5 820) |
| Total IRS contracts | 67 000 | ( 6 124) | 1 372 | ( 7 496) |
Compared to the same period last year, the net working capital need improved mainly as a result of higher trade payables combined with the utilization of extended factoring/forfeiting programs on the receivables (EUR 73.4 million versus EUR 49.4 million in 1H/2012).
At mid-year the net working capital need is traditionally influenced by the normal seasonal build-up of working capital in the Bedding and Insulation activities.
There are no subsequent events after the balance sheet date to be reported.
The share of joint venture companies in the consolidated financial statements is as follows:
| 31 Dec 2012 | 31 Dec 2012 | ||
|---|---|---|---|
| in thousand EUR | 30 Jun 2013 | (restated for IAS 19) |
(as published) |
| ASSETS | |||
| Intangible assets | 1 629 | 1 884 | 1 884 |
| Goodwill | 9 887 | 9 890 | 9 890 |
| Plant, property & equipment | 49 057 | 51 724 | 51 724 |
| Other financial investments | 1 | 4 | 4 |
| Available for sale investments | 10 | 10 | 10 |
| Non-current receivables | 1 688 | 1 682 | 1 682 |
| Deferred tax | 400 | 476 | 198 |
| Non-current assets | 62 672 | 65 670 | 65 392 |
| Inventories and contracts in progress | 24 572 | 25 579 | 25 579 |
| Trade receivables | 40 514 | 38 567 | 38 567 |
| Other current receivables | 6 105 | 6 684 | 6 684 |
| Income tax receivables | 1 018 | 609 | 609 |
| Cash and cash equivalents | 7 422 | 8 476 | 8 476 |
| Current assets | 79 631 | 79 915 | 79 915 |
| Total assets | 142 303 | 145 585 | 145 307 |
| in thousand EUR | 30 Jun 2013 | 31 Dec 2012 (restated for IAS 19) |
31 Dec 2012 (as published) |
|---|---|---|---|
| LIABILITIES | |||
| Hedging and translation reserves | ( 10 259) | ( 9 359) | ( 9 356) |
| Consolidated reserves | 59 631 | 64 699 | 65 967 |
| Equity, minority interests included | 49 372 | 55 340 | 56 611 |
| Non-current pensions provisions and similar obligations | 7 462 | 7 663 | 5 978 |
| Provisions | 336 | 358 | 358 |
| Deferred tax liabilities | 1 288 | 1 153 | 1 289 |
| Interest-bearing borrowings | 40 081 | 40 577 | 40 577 |
| Non-current liabilities | 49 167 | 49 751 | 48 202 |
| Current pensions provisions and similar obligations | 139 | 125 | 125 |
| Provisions | 112 | 268 | 268 |
| Interest-bearing borrowings | 12 560 | 14 916 | 14 916 |
| Trade payables | 17 266 | 14 627 | 19 943 |
| Income tax payables | 343 | 210 | 210 |
| Other amounts payable | 13 344 | 10 346 | 5 032 |
| Current liabilities | 43 764 | 40 492 | 40 494 |
| Total liabilities | 142 303 | 145 583 | 145 307 |
| in thousand EUR | 1H/2013 | 1H/2012 | 1H/2012 |
|---|---|---|---|
| (restated) | (as published) | ||
| INCOME STATEMENT | |||
| Sales | 152 737 | 162 808 | 162 808 |
| Distribution costs | ( 5 557) | ( 5 548) | ( 5 548) |
| Cost of sales | ( 118 541) | ( 125 792) | ( 125 792) |
| Gross profit | 28 639 | 31 468 | 31 468 |
| General and administrative expenses | ( 8 139) | ( 8 078) | ( 8 078) |
| Sales and marketing expenses | ( 4 407) | ( 4 412) | ( 4 412) |
| Research and development expenses | ( 810) | ( 881) | ( 881) |
| Other operating revenues and expenses | ( 11 575) | ( 12 289) | ( 12 330) |
| EBIT | 3 708 | 5 808 | 5 767 |
| Interest income | 65 | 72 | 72 |
| Interest expenses | ( 1 118) | ( 1 440) | ( 1 440) |
| Other financial income and expenses | 173 | ( 416) | ( 412) |
| Financial result | ( 880) | ( 1 784) | ( 1 780) |
| Result of the period before taxes | 2 828 | 4 024 | 3 987 |
| Income taxes | ( 865) | ( 684) | ( 674) |
| Result of the period after taxes | 1 963 | 3 340 | 3 313 |
| Actuarial gains (losses) | 51 | ( 89) | 0 |
| Deferred taxes | ( 46) | 15 | 0 |
| Foreign currency translation reserves | ( 1 140) | 1 095 | 970 |
| Comprehensive income | 828 | 4 361 | 4 283 |
Compared to December 2012 there are no significant changes in the related party transactions.
| in EUR | Closing rate | Average rate | |||
|---|---|---|---|---|---|
| 30 JUN 13 | 31 DEC 12 | 1H/2013 | 1H/2012 | ||
| Bulgarian Lev | BGN | 0,511300 | 0,511300 | 0,511300 | 0,511300 |
| Canadian Dollar | CAD | 0,729182 | 0,761209 | 0,749577 | 0,766851 |
| Swiss Franc | CHF | 0,810504 | 0,828363 | 0,813041 | 0,829994 |
| Yuan Renminbi | CNY | 0,124564 | 0,121644 | 0,123024 | 0,122099 |
| Czech Crown | CZK | 0,038537 | 0,039760 | 0,038911 | 0,039723 |
| EURO | EUR | 1,000000 | 1,000000 | 1,000000 | 1,000000 |
| Pound Sterling | GBP | 1,166589 | 1,225340 | 1,175321 | 1,215776 |
| Forint | HUF | 0,003392 | 0,003421 | 0,003378 | 0,003385 |
| Indian Rupee | INR | 0,012867 | 0,013782 | 0,013836 | 0,014794 |
| Yen | JPY | 0,007729 | 0,008802 | 0,007971 | 0,009680 |
| Lithuanian Litas | LTL | 0,289620 | 0,289620 | 0,289620 | 0,289620 |
| Moroccan Dirham | MAD | 0,089782 | 0,089574 | 0,089729 | 0,089768 |
| Moldova Lei | MDL | 0,060670 | 0,062546 | 0,061782 | 0,064528 |
| Norwegian Krone | NOK | 0,126831 | 0,136086 | 0,132963 | 0,132050 |
| Zloty | PLN | 0,230542 | 0,245459 | 0,239395 | 0,235521 |
| Romanian Leu (new) | RON | 0,224200 | 0,224997 | 0,227730 | 0,227769 |
| Serbian Dinar | RSD | 0,008800 | 0,008904 | 0,008933 | 0,008922 |
| Russian Rouble | RUB | 0,023340 | 0,024796 | 0,024538 | 0,025183 |
| Swedish Krona | SEK | 0,113930 | 0,116523 | 0,117218 | 0,112582 |
| Turkish Lira (new) | TRY | 0,396668 | 0,424610 | 0,420010 | 0,428064 |
| Ukrainian Hryvnia | UAH | 0,093830 | 0,094161 | 0,093719 | 0,095383 |
| US Dollar | USD | 0,764526 | 0,757920 | 0,761398 | 0,771326 |
The contingent assets and liabilities as communicated in the annual report 2012 (section III.6.11.) encountered the following developments:
In 1986, Recticel sold its 'fertiliser' division, which included the Tertre site activities, to Kemira, since taken over by Yara. As part of the deal, Recticel contracted to put an old settling pond (the "Valcke pond") into compliance with environmental regulations. It has not yet been possible to
fulfil this obligation because of the inseparable link with the environmental situation of the whole Tertre site, and so a provision has been created to cover the containment costs. In order to protect its rights, Yara issued a writ of summons against Recticel pursuant to this obligation in July 2003. A settlement agreement was negotiated and executed by the parties in the course of 2011, putting a final end to the litigation.
Under the settlement agreement, Yara and Recticel commit to jointly work out a remediation plan covering four polluted spots on the Tertre site, among which the Valcke pond and a dumping site belonging to Finapal, and to share all the costs related thereto.
The parties submitted the plan to the Walloon Authorities for approval in July 2012; it was further revised and resubmitted in December 2012.
On July 27 and 28, 2010, officials from the European Commission and various national antitrust authorities conducted unannounced inspections at Recticel's offices in Brussels, Wetteren, and Alfreton, as well as the office of Eurofoam in Kremsmünster, Austria. The purpose of these inspections was to collect information relating to allegedly unlawful conduct believed to have taken place in the European polyurethane foam sector.
Investigations were also carried out in the United States as part of a coordinated investigation. It is to be noted that the Recticel Group has had no foaming activities in the United States since December 1991, and has not been visited or contacted by the antitrust regulators there. The Group's activities in the United States are limited to specialized foam converting (acoustical applications) and Automotive Interiors. Recticel has had no indication that these business areas are a focus of the competition investigations.
Recticel decided at the time to cooperate with the European Commission. The Commission has in the meantime authorized Recticel to communicate the fact that this cooperation is done in the framework of the Leniency Program, as set forth in the "Commission notice on immunity from fines and reduction of fines in cartel cases", published in the Official Journal C 298, 8.12.2006, p.17.
A request for information was addressed by the Commission to the Company at the end of December 2011, to which answers were given in due time. Further questions were asked in the course and after the close of the first semester of 2012, regarding Recticel's Flexible Foams business, to which answers were provided.
At this time, Recticel has not received any formal objections from the European Commission.
The Group's potential exposure is summarized as follows:
At EU level, the Commission has given Recticel no formal indications regarding its findings, it is nevertheless progressing with its investigation. At this stage, the Group is not in a position to make a reliable estimate as to its possible financial consequences.
At the national levels, as a rule, national authorities will not take up a case which is treated by the Commission. Recticel is aware that the national authorities in Spain and Portugal opened investigations into the polyurethane foam sector in February 2011. Recticel has received a request for information from the Spanish authority, but Recticel premises in Spain were not visited by the authority. On March, 6th, 2013, the CNC, the Spanish National Competition Commission, announced that it has imposed fines on ten companies in the Spanish market, including Recticel Iberica SL, and the national sector association, for forming a cartel on the market for the manufacture of flexible polyurethane foam for the comfort industry. Recticel Iberica SL has been exempted from payment under the CNC's leniency program.
On August 4th 2011, the German Federal Cartel Office started an investigation covering the sector of mattress and slat base manufacturers in Germany. Recticel's German bedding affiliate, Recticel Schlafkomfort GmbH, in Bochum was included in the investigation.
The representatives of the Federal Cartel Office requested certain information, which was provided to them. Recticel Schlafkomfort GmbH is cooperating with the Federal Cartel Office investigation.
To this date, Recticel Schlafkomfort GmbH has not received any further request for information, nor any formal objections from the Federal Cartel Office.
At this stage, the Group is not in a position to predict what the position of the Federal Cartel Office in relation with the case will be, and hence currently is unable to assess its possible financial consequences.
Mr Etienne Davignon (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
We have performed a limited review of the accompanying consolidated condensed balance sheet, condensed income statement, condensed statement of comprehensive income, condensed statement of cash flow, condensed statement of changes in equity and selective notes II.1 to II.6 (jointly the "interim financial information") of Recticel NV ("the company") and its subsidiaries (jointly "the group") for the six-month period ended 30 June 2013. The board of directors of the company is responsible for the preparation and fair presentation of this interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.
The interim financial information has been prepared in accordance with international financial reporting standard IAS 34 – Interim Financial Reporting as adopted by the European Union.
Our limited review of the interim financial information was conducted in accordance with international standard ISRE 2410 – Review of interim financial information performed by the independent auditor of the entity. A limited review consists of making inquiries of group management and applying analytical and other review procedures to the interim financial information and underlying financial data. A limited review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on the interim financial information.
Based on our limited review, nothing has come to our attention that causes us to believe that the interim financial information for the six-month period ended 30 June 2013 is not prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
Without prejudice to the conclusion issued above, we draw attention to the note II.6.5 of the interim financial information, where is stated that the group is subject to an inspection by the directorate for competition of the European Commission and indicated that the group is cooperating in the frame of the Leniency Program as set forth in the "Commission notice on immunity for fines and reduction of fines in cartel cases". Furthermore the group is subject to an investigation by the German Federal Cartel Office in the framework of an investigation covering the sector of mattress manufacturers and dealers in Germany. At this stage the group is not in a position to predict what the position of the Commission or the German Federal Cartel Office in relation with the cases will be and hence, the group is unable to assess its possible financial consequences. No provision has been recognized in the consolidated financial statements.
Diegem, 29 August 2013
BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by William Blomme
| 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. | |
| Associated companies | Entities in which Recticel has a significant influence and that are processed using |
| the equity-method. Is short for Cash Generating Unit or cash flow generating unit. |
|
| CGU | Net result for the period (Group share) / Average outstanding shares over the |
| Earnings per share, base | 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. |
| Gearing ratio | Net financial debt / Total equity (including shares of external parties). |
| Investments | Capitalized investments in tangible and intangible assets. |
| Joint ventures | Entities that are controlled jointly and that are consolidated proportionately. |
| Market capitalization | Closing price x total number of outstanding shares. |
| 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. | |
| Non-recurring elements | Non-recurring elements include operating revenues, expenses and provisions |
| that pertain to restructuring programmes, impairments on assets, gain or loss on | |
| divestments and on liquidations of affiliated companies, as well as other events or | |
| transactions that clearly deviate from the normal activities of the Group. | |
| Recurring EBIT(DA) or REBIT(DA) | EBIT(DA) for 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. |
| Subsidiaries | Fully consolidated entities under Recticel control. |
| Working capital | Inventories + trade receivables + other receivables + recoverable taxes - trade |
| payables - payable taxes - other commitments. |
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