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Recticel

Quarterly Report Aug 30, 2013

3993_rns_2013-08-30_eac7f4c1-b1f8-4f98-87b2-f8ad27d8eac2.pdf

Quarterly Report

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RECTICEL CONDENSED FINANCIAL STATEMENTS PER 30 JUNE 2013

TABLE OF CONTENTS

  • I. FINANCIAL STATEMENTS
  • I.1. CONDENSED CONSOLIDATED INCOME STATEMENT
  • I.2. EARNINGS PER SHARE
  • I.3. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
  • I.4. CONDENSED CONSOLIDATED BALANCE SHEET
  • I.5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
  • I.6. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
  • II. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDING 30 JUNE 2013
  • II.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  • II.2. CHANGES IN SCOPE OF CONSOLIDATION
  • II.3. OPERATING SEGMENTS AND GEOGRAPHICAL INFORMATION
  • II.4. INCOME STATEMENT
  • II.5. BALANCE SHEET
  • II.6. MISCELLANEOUS
  • III. DECLARATION BY THE RESPONSIBLE PERSONS
  • IV. AUDITORS' REPORT ON THE CONDENSED CONSOLIDATED STATEMENTS FOR THE HALF-YEAR ENDING 30 JUNE 2013
  • V. LEXICON

I. FINANCIAL STATEMENTS

The condensed consolidated financial statements have been authorised for issue by the Board of Directors on 29 August 2013.

I.1. CONDENSED CONSOLIDATED INCOME STATEMENT

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.

I.2. EARNINGS PER SHARE

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

I.3. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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

I.4. CONDENSED CONSOLIDATED BALANCE SHEET

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.

I.5. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

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)

COMMENTS ON THE CONDENSED CONSOLIDATED CASH FLOW STATEMENT

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.

I.6. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

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

For the year ending 30 June 2012 (revised for IAS 19R)

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

II. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDING 30 JUNE 2013

II.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

II.1.1. STATEMENT OF COMPLIANCE - BASIS OF PREPARATION

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.

II.1.2. GENERAL PRINCIPLES – SIGNIFICANT ACCOUNTING POLICIES

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:

  • IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013)
  • Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Government Loans (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IAS 1 Presentation of Financial Statements Presentation of Items of Other Comprehensive Income (applicable for annual periods beginning on or after 1 July 2012)
  • Amendments to IAS 12 Income Taxes Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IAS 19 Employee Benefits (applicable for annual periods beginning on or after 1 January 2013)
  • IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (applicable for annual periods beginning on or after 1 January 2013)

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2013:

  • IFRS 9 Financial Instruments and subsequent amendments (applicable for annual periods beginning on or after 1 January 2015, but not yet endorsed in EU)
  • IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
  • IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014)
  • IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014)
  • IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
  • IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014)
  • Amendments to IFRS 10, IFRS 12 and IAS 27 Consolidated Financial Statements and Disclosure of Interests in Other Entities: Investment Entities (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)
  • Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)
  • Amendments to IAS 36 Impairment of Assets Recoverable Amount Disclosures for Non-Financial Asset (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)
  • Amendments to IAS 39 Financial Instruments Novation of Derivatives and Continuation of Hedge Accounting (applicable for annual periods beginning on or after 1 January 2014)
  • IFRIC 21 Levies (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)

II.2. CHANGES IN SCOPE OF CONSOLIDATION

There are no changes in the scope of consolidation in 1H/2013.

II.3. OPERATING SEGMENTS AND GEOGRAPHICAL INFORMATION

II.3.1. OPERATING SEGMENTS

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.

Segment information for the first half-year 2013

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

Other segment information first half-year 2013

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.

Balance sheet information per segment at 30 June 2013

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:

  • Financial receivables for EUR 18.8 million
  • Current tax receivables for EUR 5.4 million
  • Other receivables for EUR 24.2 million
  • Deferred tax assets for EUR 49.9 million
  • Cash & cash equivalent for EUR 43.6 million.

The unallocated liabilities, which amount to EUR 320.5 million (equity excluded), includes mainly the following items:

  • Provisions for EUR 80.7 million
  • Financial liabilities for EUR 200.9 million

Segment information for the first half-year 2012 (restated for IAS 19R)

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

Other segment information first half-year 2012 (restated for IAS 19R)

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

Balance sheet information per segment at 30 June 2012 (restated for IAS 19R)

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:

  • Other receivables for EUR 22.0 million,
  • Deferred tax assets for EUR 49.2 million
  • Cash & cash equivalent for EUR 19.4 million.

The unallocated liabilities, which amount to EUR 292.2 million (equity excluded), includes mainly the following items:

  • Provisions for EUR 64.5 million
  • Financial liabilities for EUR 199.0 million

Segment information for the first half-year 2012 (as published)

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

Other segment information first half-year 2012 (as published)

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

Balance sheet information per segment at 30 June 2012 (as published)

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:

  • Other receivables for EUR 22.0 million,
  • Deferred tax assets for EUR 47.6 million
  • Cash & cash equivalent for EUR 19.4 million.

The unallocated liabilities, which amount to EUR 279.1 million (equity excluded), includes mainly the following items:

  • Provisions for EUR 60.9 million
  • Financial liabilities for EUR 199.0 million

Non-recurring elements in the operating result per segment

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).

II.3.2. GEOGRAPHICAL INFORMATION

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.

SALES (by region of destination)

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

INTANGIBLE ASSETS – PROPERTY, PLANT & EQUIPMENT – INVESTMENT PROPERTY

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

II.4. INCOME STATEMENT

II.4.1. OTHER OPERATING REVENUES AND EXPENSES

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)

COMMENTS ON FIRST HALF-YEAR RESULTS 2013

Restructuring

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.

Gain (Loss) on disposal of intangible and tangible assets

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).

Gain (Loss) on realization of receivables/payables

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

Other operating revenues and expenses during the first half-year of 2013 comprised, a.o.

  • (i) the impact of pension liabilities (EUR +0.7 million)
  • (ii) additional legal fees in relation with the on-going EU investigation (Flexible Foams) (EUR -1,0 million)
  • (iii) the reversal of provisions for financial risks on the investment in the affiliate ARTE srl (EUR +0.3 million) and in Plasteurop sa (in liquidation) (EUR +0.5 million)
  • (iv) net revenues from insurance premiums (EUR +1.4 million)
  • (v) strategic consultancy fees (EUR -0.3 million).
  • (vi) following the on-going investigation, the estimated impact of the regularisation of past irregularities in one of the subsidiaries of the Group (see post-balance sheet date events in Annual Report 2012) (EUR -1.5 million).

COMMENTS ON FIRST HALF-YEAR RESULTS 2012

Restructuring

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.

Gain (Loss) on disposal of intangible and tangible assets

In 1H/2012 this item related to various small capital gains on the sale of equipment, furniture and vehicles in different countries.

Gain (Loss) on disposal of business assets and of associates

In 1H/2012 this item related to the Italian subsidiary ARTE (Flexible Foams).

Other operating revenues and expenses

Other operating revenues during the first half-year of 2012 comprised, a.o.

  • (i) the impact of pension liabilities (EUR -1.7 million)
  • (ii) additional legal fees in relation with the on-going EU investigation (Flexible Foams) (EUR -0,6 million)
  • (iii) the impact of provisions for financial risks on the investment in Teknofoam Hellas (EUR -0.2 million)
  • (iv) net revenues from insurance premiums (EUR +1.2 million)
  • (v) the reversal accrual provisions for rebates and guarantees in Bedding activity (EUR +0.5 million)
  • (vi) the reinvoicing of services and goods, and rental income (EUR +0.6 million)
  • (vii) compensation income from development project in Automotive Interiors in China (EUR +0.8 million).

II.4.2. FINANCIAL RESULT

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)

II.4.3 DIVIDENDS

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.

II.5.BALANCE SHEET

II.5.1. PROPERTY, PLANT & EQUIPMENT

For the half-year ending 30 June 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

For the year ending 31 December 2012:

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.

II.5.2. PENSIONS AND SIMILAR OBLIGATIONS

Retirement benefit schemes

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

II.5.3. PROVISIONS

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

II.5.4. INTEREST-BEARING BORROWINGS

II.5.4.1. FINANCIAL LIABILITIES CARRIED AT AMORTISED COST

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.

II.5.4.2. FINANCIAL DEBT OVERVIEW TABEL BY MATURITY

For the half-year ending 30 June 2013

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.

For the year ending 31 December 2012

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

II.5.4.3. FINANCIAL INSTRUMENTS AND FINANCIAL RISKS

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

  • Level 2 : other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
  • Level 3 : techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

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.

Financial instruments carried at fair value : situation 30 June 2013

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

For first half-year 2013

  1. Hedging of economic risk (shown at fair value with processing in the income statement)
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

2. Hedge accounting

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)

II.5.5. WORKING CAPITAL NEED

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.

II.6. MISCELLANEOUS

II.6.1. EVENTS AFTER THE BALANCE SHEET DATE

There are no subsequent events after the balance sheet date to be reported.

II.6.2. JOINT VENTURES

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

II.6.3. RELATED PARTY TRANSACTIONS

Compared to December 2012 there are no significant changes in the related party transactions.

II.6.4. EXCHANGE RATES

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

II.6.5. CONTINGENT ASSETS AND LIABILITIES

The contingent assets and liabilities as communicated in the annual report 2012 (section III.6.11.) encountered the following developments:

I. TERTRE

  1. Carbochim, which was progressively integrated into Recticel in the 1980's and early 1990's, owned the Tertre industrial site, where various carbochemical activities in particular had been carried on since 1928. These activities were gradually spun off and are now carried on by different companies, including Yara and Erachem (Eramet group). Finapal, a Recticel subsidiary, retained ownership of some plots on the site, chiefly old dumping sites and settling ponds that have been drained.

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.

  1. As a result of the sale of Sadacem to the French Comilog group, now part of the Eramet group, Recticel undertook to share the costs of cleaning up an old industrial waste dump on the Erachem site. The execution of this clean-up has been studied with Erachem and a provision has been created in the Recticel Group accounts. The proposed plan, covering both the Erachem waste dump and a Finapal settling pond, was submitted to the "Office Wallon des Déchets" in April 2009 and has been approved by the Administration. A request for bids was launched in the first semester 2012 and the project was awarded in the fall of 2012 to one of the bidders; the final contract was signed in the first quarter of 2013. The implementation of the plan was started earlier this year and should be completed during 2014.

II. INSPECTION BY THE DIRECTORATE GENERAL FOR COMPETITION OF THE EUROPEAN COMMISSION

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.

III. INSPECTION BY THE FEDERAL CARTEL OFFICE (Germany)

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.

III. DECLARATION BY THE RESPONSIBLE PERSONS

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:

  • the summary financial information, prepared in conformity with applicable accounting standards, reflects the faithful image of the financial situation and results of the Recticel Group
  • the intermediate report contains a faithful presentation of significant events occurring over the first six months of 2013, and their impact on the summary financial information

* * *

IV. STATUTORY AUDITOR'S REPORT ON THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDING 30 JUNE 2013

RECTICEL NV

Limited review report on the consolidated interim financial information for the six-month period ended 30 June 2013

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

The statutory auditor

DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by William Blomme

V. LEXICON

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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