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Brenntag SE — Interim / Quarterly Report 2011
Nov 10, 2011
70_10-q_2011-11-10_7f5fcec1-1bc4-44db-8374-67c62bf1722a.pdf
Interim / Quarterly Report
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Interim Report for the period from January 1 to September 30, 2011
KEY FINANCIAL FIGURES AT A GLANCE
| Consolidated income statement | Q3 2011 | Q3 2010 | |
|---|---|---|---|
| Sales | EUR m | 2,218.0 | 2,022.6 |
| Gross profit | EUR m | 445.5 | 429.7 |
| Operating EBITDA | EUR m | 166.6 | 160.3 |
| Operating EBITDA / Gross profit | % | 37.4 | 37.3 |
| EBITDA | EUR m | 164.6 | 159.9 |
| Profit after tax | EUR m | 66.7 | 43.3 |
| Earnings per share | EUR | 1.30 | 0.79 |
| Consolidated balance sheet | Sep. 30, 2011 | Dec. 31, 2010 | |
|---|---|---|---|
| Total assets | EUR m | 5,367.2 | 4,970.2 |
| Equity | EUR m | 1,647.9 | 1,617.9 |
| Working capital | EUR m | 957.3 | 831.7 |
| Net financial liabilities | EUR m | 1,373.6 | 1,420.9 |
| Consolidated cash flow | Q3 2011 | Q3 2010 | |
|---|---|---|---|
| Cash provided by operating activities | EUR m | 174.8 | 65.6 |
| Investments in non-current assets (Capex) | EUR m | 19.0 | 21.4 |
| Free cash flow | EUR m | 221.6 | 90.8 |
| Key figures Brenntag share | Sep. 30, 2011 | Dec. 31, 2010 | |
|---|---|---|---|
| Share price | EUR | 65.50 | 76.30 |
| No. of shares (unweighted) | 51,500,000 | 51,500,000 | |
| Market capitalization | EUR m | 3,373 | 3,929 |
| Free float | % | 63.98 | 50.39 |
Master Data on the Share
| Most important stock exchange | Xetra |
|---|---|
| Indices | MDAX®, MSCI, Stoxx Europe 600 |
| ISIN | DE000A1DAHH0 |
| WKN | A1DAHH |
| Trading symbol | BNR |
PROFILE OF BRENNTAG
Brenntag is the global market leader in full-line chemical distribution. Linking chemical manufacturers and chemical users, Brenntag provides business-to-business distribution solutions for industrial and specialty chemicals globally. With over 10,000 products and a world-class supplier base, Brenntag off ers one-stop-shop solutions to about 160,000 customers. The value-added services include just-in-time delivery, product mixing, formulation, repackaging, inventory management, drum return handling as well as extensive technical support. Headquartered in Mülheim an der Ruhr, Germany, the company operates a global network with more than 400 locations in nearly 70 countries.
EXTENSION OF PRODUCT PORTFOLIO THROUGH THE ACQUISITION OF THE SPECIALTY CHEMICAL DISTRIBUTOR, MULTISOL GROUP LIMITED
On September 2, 2011, Brenntag announced the signing of a contract for the acquisition of 100 % of the shares in Multisol Group Limited, the holding company of the Multisol Group, a distributor of high-value specialty chemicals. With the planned acquisition, Brenntag is further developing its market position in the distribution of specialty chemicals with focus on lubricants and base oils including mixing and blending capabilities. Multisol's geographic presence in Europe and Africa complements Brenntag's existing infrastructure and logistics network to drive sales growth.
SUCCESSFUL REFINANCING OF EXISTING DEBT AND FIRST-TIME ISSUE OF A BOND
On July 19, 2011, Brenntag refi nanced a large part of the Group's existing debt and replaced it by a new fi nancing structure. With this transaction the company takes advantage of its continued successful track record and the attractive market environment. Brenntag achieves extended maturities, a high degree of fi nancial fl exibility and signifi cant margin improvements. In July, too, Brenntag for the fi rst time successfully placed a bond with a volume of EUR 400 million with investors. Thereby Brenntag was able to further diversify the fi nancing mix.
CONTENTS
2 TO OUR SHAREHOLDERS 7 GROUP INTERIM MANAGEMENT REPORT
29 GROUP INTERIM FINANCIAL STATEMENTS 49 FURTHER INFORMATION
TO OUR SHAREHOLDERS
CEO LETTER
Steven Holland, CEO
The third quarter for many of our investors has been dominated by events outside of Brenntag with signifi cant volatility in stock markets around the world, continuing issues around sovereign debt in the Euro zone and fl uctuation in the value of the US dollar.
Within Brenntag we have continued to execute our strategy of positioning the company in higher-growth markets and industries whilst at the same time building in resilience, which allows the Group to balance its performance as a whole. In the third quarter, we were able to grow our gross profi t by 7.7 % to EUR 445.5 million on a constant currency basis and grow our operating EBITDA by 8.6 % on the same basis to EUR 166.6 million. Our operating EBITDA/gross profi t ratio therefore stood at 37.4 % for the quarter. Earn-
ings per share grew from EUR 0.79 in previous year's quarter by 64.6 % to EUR 1.30 in the third quarter of 2011.
Furthermore, we were able to generate a free cash fl ow of EUR 221.6 million during the period, underscoring the Group's ability to make value accretive acquisitions. This free cash fl ow generation additionally proves the high level of resilience in more challenging economic environments inherent in Brenntag's business model.
All regions except Europe, which was fl at to slightly weaker compared to the same quarter last year, contributed to the growth of 8.6 % in operating EBITDA on a constant currency basis. We expect Europe to return to growth in the last quarter of the fi nancial year.
Despite the relative turbulence of the fi nancial markets, we continue to deliver our promised acquisition strategy with the successful closing of Zhong Yung (International) Chemical Ltd., the long-expected and well-prepared market entry into China which positions Brenntag in three key business regions of China. Integration has already started and we are excited by the prospects the acquisition off ers in terms of future growth.
During September we also signed an even larger acquisition following the successful completion of the negotiations to acquire Multisol Group, which provides a further expansion of our product portfolio in specialty additives and high-quality base oils for the lubricants sector. We will also signifi cantly expand our capability and service in value added blends in an increasingly sophisticated market. We expect to close the transaction later this year.
In July, we refi nanced a substantial part of the Group's debt and replaced it by a new fi nancing structure. The transaction attracted a very strong level of interest that resulted in a signifi cant over-subscription of the syndicated loan facilities. In connection with that process we also issued Brenntag's fi rst bond. The new fi nancing structure provides for a high level of diversifi cation of our fi nancing mix. In addition, we benefi t from lower interest charges as well as more fi nancial fl exibility in many areas of our business and extended maturities. The full eff ect on our fi nancial result will become visible next year.
Finally I come to the forecast for the full year 2011. It would be fair to say that the economic situation and outlook remain challenging. We recognize these challenges and feel we have the optimal level of diversity, operational levers and fl exibility to face such challenging conditions. Taking out the cost of the recent successful refi nancing and assuming no major change in the average US dollar exchange rate in the rest of the year, we continue to expect the group to meet the previously issued guidance of EUR 650 to 670 million operating EBITDA for 2011.
To all our stakeholders around the world, I would like to express on behalf of all my co-workers our thanks for your continued support and interest in our company.
Mülheim an der Ruhr, November 8, 2011
Steven Holland Chief Executive Offi cer
BRENNTAG ON THE STOCK MARKET
DEVELOPMENT OF THE SHARE PRICE
The Brenntag share fi nished the third quarter of 2011 at EUR 65.50. Thus, since the IPO in March 2010, the Brenntag share has rewarded investors who bought shares right at the beginning with a gain of 31.0 %, whilst the MDAX®, in which the Brenntag share has been included since June 21, 2010, only gained 2.2 % in the same period.
The third quarter of 2011 was no less turbulent than the fi rst two quarters of this year. The VDAX-NEW®, which expresses in percentage points what degree of volatility is to be expected in the following 30 days for the DAX®, started the quarter at only 16.85 to peak at 49.96. The dominant issue and cause of uncertainty on the markets was and is the persistent sovereign debt crisis in Europe and the USA.
In this market environment, the DAX® fell by 25.4 % and the MDAX® by 23.7 % in the third quarter of 2011. The DAX® closed the quarter at 5,502.02 points and the MDAX® fi nished at 8,341.08 points. The Brenntag share could not entirely escape the market volatility. From its second-quarter closing rate of EUR 80.16, it lost 18.3 % and ended the quarter at EUR 65.50.
The average number of Brenntag shares traded every day in the third quarter of 2011 was approximately 170,000.
DEVELOPMENT OF THE BRENNTAG SHARE PRICE (INDEXED)
SHAREHOLDER STRUCTURE
Brachem Acquisition S.C.A., Luxembourg, remains the largest shareholder of Brenntag AG. After placing 7 million shares of Brenntag AG on January 19, 2011, Brachem Acquisition S.C.A., Luxembourg, holds 18,550,000 shares or 36.02 % of the total share capital of 51,500,000 shares.
On August 23, 2011, the T. Rowe Price Group, Inc., USA, notifi ed us that it holds 3.003 % or 1,546,700 shares in Brenntag AG. On October 17, 2011, Artisan Partners Limited Partnership, USA, notifi ed us that it holds 3.06 % or 1,575,322 shares in Brenntag AG. As of today, we have received no information that any other shareholder has exceeded the statutory notifi cation threshold of 3 %.
As of today, Brenntag AG has a free fl oat of 63.98 %, representing 32,950,000 shares in the total share capital.
SHAREHOLDER STRUCTURE
Below you will fi nd the most important information on the Brenntag share:
FURTHER INFORMATION:
www. brenntag.com
| Key figures and master data on the share |
IPO | Sep. 30, 2010 | Dec. 31, 2010 | Sep. 30, 2011 | |
|---|---|---|---|---|---|
| Share price | EUR | 50.00 | 61.00 | 76.30 | 65.50 |
| Number of shares (unweighted) | 51,500,000 | 51,500,000 | 51,500,000 | 51,500,000 | |
| Market capitalization | EUR m | 2,575 | 3,142 | 3,929 | 3,373 |
| Most important stock exchange | Xetra |
|---|---|
| Indices | MDAX®, MSCI, Stoxx Europe 600 |
| ISIN | DE000A1DAHH0 |
| WKN | A1DAHH |
| Trading symbol | BNR |
Free float % 29.03 29.03 50.39 63.98 Free float market capitalization EUR m 748 912 1,979 2,158
BOND
On July 19, 2011 Brenntag Finance B.V., Amsterdam, Netherlands, an indirectly held 100 % subsidiary of Brenntag AG, issued a corporate bond with a volume of EUR 400 million. The seven-year bond bears a coupon of 5.50 %. The issue price was at 99.321 %.
DEVELOPMENT OF THE PRICE OF THE BRENNTAG BOND
FURTHER INFORMATION: www. brenntag.com
Below you will fi nd the most important information on the Brenntag bond:
Key figures and master data on the bond Jul. 19, 2011 Sep. 30, 2011 Bond price % 99.321 98.742 Issuer Brenntag Finance B.V. Guarantors Brenntag AG, certain subsidiaries of Brenntag AG Listing Luxembourg stock exchange ISIN XS0645941419 Aggregate principal amount EUR m 400 Denomination 1,000 Minimum transferrable amount EUR 50,000 Coupon % 5.50 Interest payment July 19 Maturity July 19, 2018
GROUP INTERIM MANAGEMENT REPORT
for the period from January 1 to September 30, 2011
CONTENTS
8 BUSINESS AND ECONOMIC ENVIRONMENT
- 8 Business Activities and Group Structure
- 8 Business Activities
- 8 Group Structure
- 9 Corporate strategy
- 10 Overall economy
- 11 Business performance
- 11 Major events impacting business
- 12 Statement by the Board of Management on business performance
13 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
- 13 Results of operations
- 13 Business Performance of the Brenntag Group
- 16 Business Performance in the Segments
- 21 Development of Free Cash Flow
- 22 Financial condition
- 22 Financing
- 23 Cash Flow
- 24 Investments
- 25 Financial and assets position
26 EMPLOYEES
- 27 RISK REPORT
- 27 FORECAST REPORT
BUSINESS AND ECONOMIC ENVIRONMENT
BUSINESS ACTIVITIES AND GROUP STRUCTURE
Business Activities
Brenntag's growth opportunities along with its resilient business services model are based on complete geographic coverage, wide product portfolio and high diversity across suppliers, customers and industries.
Linking chemical manufacturers (our suppliers) and chemical users (our customers), Brenntag provides complete distribution solutions rather than just chemical products. Brenntag purchases large-scale quantities of industrial and specialty chemicals from various suppliers, enabling the company to achieve economies of scale and off er its some 160,000 customers a full-line range of chemical products. Brenntag is the strategic partner and service provider for manufacturers of industrial and specialty chemicals at the one end and chemical users at the other end of the value chain.
Brenntag stores the products it purchases in its owned and leased distribution facilities, packs them into quantities the customers require and delivers them, typically in less-than-truckloads. Brenntag's customers are active worldwide in diverse end-market industries such as adhesives, paints, oil & gas, food & beverages, water treatment, personal care and pharmaceuticals. In order to be able to react quickly to the market and customers' and suppliers' requirements, Brenntag manages its business regionally from branches in Europe, North America, Latin America and Asia Pacifi c. Brenntag off ers a broad range of over 10,000 products as well as extensive value-added services (such as just-in-time delivery, product mixing, formulation, repackaging, inventory management, drum return handling as well as technical services for specialty chemicals and laboratory support). High diversifi cation means that Brenntag is largely independent from volatility in any specifi c market segments or regions.
Brenntag is the global market leader in full-line chemical distribution. We defi ne market leader not just by business volume but also associate it with our philosophy of continually improving the safety standards at our sites. As a responsible service provider, we believe we have a commitment not only to our suppliers, customers and shareholders but also to society and the environment.
Group Structure
As the Group's ultimate holding company, Brenntag AG is responsible for the strategy of the Brenntag Group, risk management and central fi nancing. Further central functions of Brenntag AG are Controlling, HSE (Health, Safety and Environment), Investor Relations, IT, Group Accounting, M & A, HR, Corporate Development, Corporate Communications, Legal, Corporate Internal Audit and Tax.
The consolidated fi nancial statements include Brenntag AG, 26 domestic (December 31, 2010: 24) and 172 foreign (December 31, 2010: 169) fully consolidated subsidiaries (including special purpose entities). Six associates (December 31, 2010: eight) have been accounted for at equity.
The following graph gives an overview of the global network of the Brenntag Group, which is managed by the regionally structured segments Europe, North America, Latin America and Asia Pacifi c. Furthermore, All Other Segments cover the central functions for the entire Group, the sourcing activities in China and the international trading activities of Brenntag International Chemicals.
Figures exclude All Other Segments, which, in addition to various holding companies and our sourcing activities in China, cover the international activities of Brenntag International Chemicals.
1) Employees are defined as number of employees on the basis of full-time equivalents at the reporting date.
CORPORATE STRATEGY
Our goal remains to be the preferred full- line chemical distributor and partner of choice for our customers and suppliers and, at the same time, the industry leader in safety, growth and profi tability. We aim to achieve this with a clear growth strategy geared to steadily expanding our leading market positions while continually improving profi tability.
Organic growth and acquisitions
We strive to extend our market leadership by steadily enhancing our product and service off ering capabilities in line with the requirements of the regional markets. In doing so, we benefi t from leveraging our extensive global activities and key strengths. Our needs-based sales approach focuses on providing customers with total solutions rather than just products.
In addition, we continue to seek acquisition opportunities that assist us in implementing our overall strategy. Our strategic focus is on expanding our presence in emerging markets, particularly in the Asia Pacifi c region, in Latin America and Eastern Europe, to capture the expected strong growth in demand for chemicals in these regions. In the established markets of Europe and North America, we continue to further develop our product and service portfolio as well as to optimize our nationwide distribution network, also through acquisitions.
Improving profi tability
A further element of our strategy is to systematically increase profi tability. On the basis of our entrepreneurial culture, our operational excellence and our superior business model, we continuously strive to improve our operating gross profi ts, EBITDA, cash fl ows and return on assets. Extending the scope of our operations, both organically and through acquisitions, and achieving the resulting economies of scale are major levers for increasingour profi tability and returns.
The systematic implementation of our strategy is backed up with global and regional initiatives. We seek to eff ectively leverage our capabilities through accelerated and targeted growth in the particularly attractive industries for industrial and specialty chemicals, water treatment, personal care, pharmaceuticals, food & beverages, oil & gas as well as in the adhesives, coatings, elastomers and sealants sector. We are also focusing on further expanding business with regional, panregional and global key accounts, sectors where our broad product off ering and far- reaching geographic network provide unrivalled service capabilities. In addition, we will continue to actively realize the potential off ered by the trend for chemical producers to outsource activities. Further initiatives focus on growing business with fuel additives which reduce road traffi c emissions in Europe and North America. Improving the Group's operational effi ciency by optimizing our warehouse and transport logistics and continually refi ning the procurement and sales processes are also points of constant focus.
These top initiatives are based on the guiding strategic principles:
- intense customer orientation
- full- line product portfolio focused on value- added services
- complete geographic coverage
- accelerated growth in target markets
- commercial and technical competence
We are committed to the principles of responsible care and responsible distribution. Safety and the protection of the environment are paramount in everything we do.
OVERALL ECONOMY
Global economic growth clearly lost momentum in recent months. The main reasons for this were continued volatility on international fi nancial markets and signs of weakening economies, which led to a loss of confi dence among private households and business. Rising energy and raw material prices were further factors impacting negatively the economy. The slowdown in the third quarter of 2011 is also evident in the early indicators available. At 49.9 points, the global manufacturing PMI (Purchasing Managers' Index) fell in September to a 27- month low, dropping below the expansion- contraction threshold for the fi rst time. At an average of 50.3 points, the PMI in the third quarter of 2011 was 8.6 % below the prior- year level. Regional diff erences in the pace of growth continued to persist.
The slackening of global demand and declining confi dence among companies and consumers had a negative impact on the European economy so the overall economy only grew slightly at the beginning of the third quarter of 2011. Industrial production rose by 4.0 % in the European Union in the fi rst two months of the third quarter of 2011 compared with the prior- year period; thus expansion was lower than in the second quarter (4.3 %). At 3.9 %, growth in the western part of Europe was lower than in Eastern Europe where industrial production increased by 4.8 %.
The US economy only grew moderately in the third quarter of 2011 due to the loss of purchasing power as a result of rising energy prices and the expiry of government economic stimulus programmes as well as the continued diffi cult labour market and lower consumer confi dence. In the third quarter of 2011, industrial output rose by only 3.3 % compared with the same prior-year period; thus the increase was smaller than in the second quarter of 2011 (3.7 %).
In Latin America, there are indications of a slight slowing of overall economic momentum as a result of weaker international growth stimuli in the third quarter of 2011. Compared with the prior- year period, industrial output grew by 2.4 % in the fi rst two months of the third quarter of 2011 and thus slightly less than in the previous quarter (2.8 %).
In the Asian economic region, overall economic growth continued in the fi rst months of the third quarter, albeit at a slightly slower pace due to the somewhat weaker economy in China and increasingly restrictive economic policies in the countries of Southeast Asia. By contrast, compared with the prior- year period, industrial output in the region continued to grow robustly at 11.2 % in the fi rst two months of the third quarter of 2011, expanding somewhat more strongly than in the second quarter of 2011 (10.3 %).
BUSINESS PERFORMANCE
MAJOR EVENTS IMPACTING BUSINESS IN THE THIRD QUARTER
With the acquisition agreed in September 2011 of Multisol Group Limited, the holding company of the Multisol Group headquartered in Nantwich, UK, a distributor of high- quality specialty chemicals, Brenntag intends to expand its product portfolio into lubricant additives and high- quality base oils and, at the same time, increase its capabilities in mixing and blending. Multisol operates in Europe and Africa, complementing Brenntag's existing infrastructure and logistics network. The company is expected to generate sales of EUR 264 million in 2012. Closing of the transaction is expected in the fourth quarter of 2011 subject to obtaining necessary approvals.
Furthermore, in August 2011 Brenntag closed the acquisition of the fi rst 51 % of Zhong Yung (International) Chemical Ltd., Hong Kong. The Zhong Yung Group is focused on the distribution of solvents with an infrastructure in the key economic regions in China. Through this acquisition, Brenntag has gained access to China, the world's fastest- growing chemical market, and can strengthen its growth strategy in the Asia Pacifi c region. The company has been included in the consolidated fi nancial statements of the Brenntag Group since September 2011 and is expected to generate sales of EUR 255 million in 2011 as a whole. The remaining stake will be acquired in 2016 as agreed.
On July 19, 2011, a large part of the Group's debt was refi nanced and replaced by a new fi nancing structure. In addition to a new syndicated loan, a bond was issued for the fi rst time in July, which further diversifi ed our fi nancing mix. Brenntag was able to take advantage of the positive market environment at the time the loan agreement was signed. For details, we refer to the "Financing" section of this report (page 22).
STATEMENT BY THE BOARD OF MANAGEMENT ON BUSINESS PERFORMANCE
The Brenntag Group continued its course of growth in the third quarter of 2011 although overall economic momentum slowed. Both sales and the gross profi t of the Group rose signifi cantly again in the third quarter of 2011 compared with the prior- year period on a constant currency basis.
The operating expenses of the Brenntag Group also rose in the third quarter of 2011 compared with the prior- year quarter, mainly as a result of higher business volumes.
Nevertheless, the Brenntag Group boosted operating EBITDA appreciably compared with the third quarter of 2010 on a constant currency basis. This growth was largely organic. The Zhong Yung Group acquisition, which enabled Brenntag to enter the Chinese market, also contributed to the increase in earnings although the company has only been included in the consolidated fi nancial statements since September 2011.
As a result, the trend observed in the previous quarter continued for all the main drivers behind the development of results. Thus, related to the fi rst nine months of 2011, key indicators of the Brenntag Group also increased considerably compared with the same period of 2010.
At the end of the third quarter of 2011, working capital (inventories plus trade receivables less trade payables) was higher than on September 30, 2010 due to the growth in sales. The working capital turnover rate decreased slightly, as expected, but remained at a high level.
In the third quarter of 2011, investment in property, plant and equipment was roughly at the level of the third quarter of the previous year.
Overall, the results of operations and fi nancial condition of the company in the third quarter of 2011 again showed a pleasing development. In particular, we considerably increased the free cash fl ow in this period as we not only grew operating EBITDA but also signifi cantly reduced working capital compared with the end of the second quarter of 2011.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Business Performance of the Brenntag Group
| Change | |||||
|---|---|---|---|---|---|
| in EUR m | Q3 2011 | Q3 2010 | abs. | in % | in % (fx adj.) 2) |
| Sales | 2,218.0 | 2,022.6 | 195.4 | 9.7 | 13.6 |
| Operating gross profit | 454.6 | 438.7 | 15.9 | 3.6 | 7.6 |
| Operating expenses | – 288.0 | – 278.4 | – 9.6 | 3.4 | 7.0 |
| Operating EBITDA | 166.6 | 160.3 | 6.3 | 3.9 | 8.6 |
| Transaction costs/Holding charges | – 2.0 | – 0.4 | – 1.6 | – | – |
| EBITDA (incl. transaction costs/ holding charges) |
164.6 | 159.9 | 4.7 | 2.9 | 7.6 |
| Depreciation of property, plant and equipment |
– 23.1 | – 21.2 | – 1.9 | 9.0 | 11.6 |
| EBITA 1) | 141.5 | 138.7 | 2.8 | 2.0 | 6.9 |
| Amortization of intangible assets | – 6.0 | – 33.9 | 27.9 | – 82.3 | – 81.8 |
| Financial result | – 28.6 | – 32.7 | 4.1 | – 12.5 | – |
| Profit before tax | 106.9 | 72.1 | 34.8 | 48.3 | – |
| Income taxes | – 40.2 | – 28.8 | – 11.4 | 39.6 | – |
| Profit after tax | 66.7 | 43.3 | 23.4 | 54.0 | – |
| Change | |||||
|---|---|---|---|---|---|
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % | in % (fx adj.) 2) |
| Sales | 6,518.5 | 5,710.2 | 808.3 | 14.2 | 16.5 |
| Operating gross profit | 1,351.7 | 1,253.3 | 98.4 | 7.9 | 10.3 |
| Operating expenses | – 859.3 | – 805.7 | 53.6 | 6.7 | 8.7 |
| Operating EBITDA | 492.4 | 447.6 | 44.8 | 10.0 | 13.2 |
| Transaction costs/Holding charges | – 2.8 | – 6.4 | 3.6 | – | – |
| EBITDA (incl. transaction costs/ holding charges) |
489.6 | 441.2 | 48.4 | 11.0 | 14.2 |
| Depreciation of property, plant and equipment |
– 65.9 | – 62.3 | – 3.6 | 5.8 | 7.0 |
| EBITA 1) | 423.7 | 378.9 | 44.8 | 11.8 | 15.4 |
| Amortization of intangible assets | – 17.4 | – 97.7 | 80.3 | – 82.2 | – 81.9 |
| Financial result | – 93.7 | – 141.4 | 47.7 | – 33.7 | – |
| Profit before tax | 312.6 | 139.8 | 172.8 | 123.6 | – |
| Income taxes | – 111.4 | – 55.6 | – 55.8 | 100.4 | – |
| Profit after tax | 201.2 | 84.2 | 117.0 | 139.0 | – |
1) EBITA is defined as EBITDA less depreciation of property, plant and equipment.
2) Change in % (fx adj.) is the percentage change on a constant currency basis.
External sales, volumes and prices
In the third quarter of 2011, the Brenntag Group recorded external sales of EUR 2,218.0 million, an increase of 9.7 % compared with the same period of 2010 or 13.6 % on a constant currency basis. This growth in external sales is mainly attributable to a higher average selling price whilst volumes only increased slightly.
In the fi rst nine months of 2011, the Group increased sales by 14.2 % or by 16.5 % on a constant currency basis. The contributions made by the recently acquired companies, G.S. Robins (June 2011), the Zhong Yung Group (September 2011) and the EAC Group (July 2010), had a positive impact on sales.
Operating gross profi t
In the third quarter of 2011, operating gross profi t rose by 3.6 % or 7.6 % on a constant currency basis to EUR 454.6 million. This growth is mainly organic and mainly due to higher operating gross profi t per unit.
Related to the fi rst nine months of 2011, operating gross profi t grew by 7.9 % or 10.3 % on a constant currency basis.
Operating expenses
In the third quarter of 2011, operating expenses rose to EUR 288.0 million. That is growth of 3.4 % (7.0 % on a constant currency basis) compared with the same prior- year period and was mainly due to the larger business volumes, which also pushed up volume- related costs such as personnel and energy costs as well as rents.
In the fi rst nine months of 2011, operating expenses increased by 6.7 % (8.7 % on a constant currency basis). This fi gure was also infl uenced by the acquisitions of G.S. Robins, the Zhong Yung Group and the EAC Group.
EBITDA
The key indicator and measure for the fi nancial performance of the Brenntag Group is EBITDA. The segments are primarily controlled on the basis of operating EBITDA, which is the operating profi t/loss as recorded in the consolidated income statement plus amortization of intangible assets and depreciation of property, plant and equipment, adjusted for the following items:
- Transaction costs: Costs connected with restructuring and refi nancing under company law, particularly the IPO in 2010 and the refi nancing in 2011. They are eliminated for purposes of management reporting to permit proper presentation of the operating performance and comparability on segment level.
- Holding charges: Certain costs charged between holding companies and operating companies. On Group level they net to zero.
The Brenntag Group posted EBITDA of EUR 164.6 million in the third quarter of 2011 in a weaker economic climate. That is growth of 2.9 % or 7.6 % on a constant currency basis over the fi gure for the same period of 2010. Adjusted for transaction costs and holding charges, operating EBITDA was EUR 166.6 million, which is an increase of 3.9 % over the third quarter of 2010 or 8.6 % on a constant currency basis.
In the fi rst nine months of 2011, the Brenntag Group grew EBITDA by 11.0 % or 14.2 % on a constant currency basis. Operating EBITDA totalled EUR 492.4 million in this period, exceeding the result recorded in the fi rst nine months of 2010 by 10.0 % or 13.2 % on a constant currency basis. This was also infl uenced by the acquisitions of G.S. Robins, the Zhong Yung Group and the EAC Group.
Depreciation, amortization and fi nancial result
Depreciation and amortization of fi xed assets amounted to EUR 29.1 million in the third quarter of 2011. Of this fi gure, EUR 23.1 million relates to depreciation of property, plant and equipment and EUR 6.0 million to amortization of intangible assets. Overall, depreciation and amortization fell by EUR 26.0 million compared with the third quarter of 2010. The main reason for this decrease is that, in the third quarter of 2010, amortization of EUR 26.8 million was still performed on the customer relationships which were capitalized as part of the purchase price allocation on the acquisition of the Brenntag Group by funds advised by BC Partners Limited, Bain Capital, Ltd. and subsidiaries of Goldman Sachs International.
Related to the fi rst nine months of 2011, depreciation and amortization of fi xed assets amounted to EUR 83.3 million and was thus EUR 76.7 million less than in the same period of the previous year.
The fi nancial result totalled EUR – 28.6 million in the third quarter of 2011 and is therefore a clear improvement on the prior- year period (EUR – 32.7 million). The decisive factor in this improved fi nancial result was the refi nancing of the Group completed in July (also see "Financing"), which had a very positive eff ect on the interest result, which increased by some EUR 8 million compared with the same prior- year period.
By contrast, changes in the liabilities for outstanding purchase price payments from the acquisition of the fi rst tranche (51 %) and the second tranche (49 %) of Zhong Yung (International) Chemical Ltd. due to exchange rate and unwinding of discounting eff ects as well as the change in the liabilities under IAS 32 to minorities totalling EUR – 6.2 million had a negative impact. The purchase price obligation for the second tranche of Zhong Yung (49 %) is a liability arising from the obligation to acquire the remaining shares in Zhong Yung (International) Chemical Ltd. in 2016. In accordance with IAS 32, on initial recognition at the end of August the purchase price expected to be paid for the remaining shares in 2016 was to be recognized as a liability in equity at its present value. On subsequent measurement, any diff erence resulting from unwinding of discounting, changes in the estimate of the future purchase price and changes in the Euro/Renminbi exchange rate on the reporting date is recognized in profi t or loss.
The appreciable improvement in the fi nancial result in the fi rst nine months of 2011 compared with the same period of 2010 is above all the result of reduced debt since the IPO in March 2010 as well as the much lower interest since the recent refi nancing. Furthermore, the fi rst nine months of 2010 were negatively impacted by one- off expenses in connection with the amendments to loan agreements.
Profi t before tax
In the third quarter of 2011, the profi t before tax amounted to EUR 106.9 million (2010: EUR 72.1 million) and in the fi rst nine months of 2011 to EUR 312.6 million (2010: EUR 139.8 million). The signifi cant increase in the profi t before tax is due to the good operating performance as well as the fact that the customer relationships which had been capitalized as part of the purchase price allocation on the acquisition of the Brenntag Group by funds advised by BC Partners Limited, Bain Capital, Ltd. and subsidiaries of Goldman Sachs International, were no longer amortized.
Income taxes and profi t after tax
At EUR 40.2 million in the third quarter of 2011 and EUR 111.4 million in the fi rst nine months of 2011, income tax expense was higher than in the same prior- year periods as a result of the increase in pre- tax profi t.
The expected corporate income tax rate for 2011 was applied when determining tax expense in the fi rst nine months of 2011.
The eff ects of changes in the purchase price obligations and liabilities under IAS 32 to minorities which cannot be planned with suffi cient accuracy have not been taken into consideration when determining the expected corporate income tax rate and calculating the income taxes for the reporting period as there will be no tax eff ects therefrom. In the fi rst nine months of 2011, the above eff ects reduced the profi t before tax by EUR 6.2 million with no corresponding reduction in taxes.
The profi t after tax totalled EUR 66.7 million in the third quarter and EUR 201.2 million in the fi rst nine months of 2011.
Business Performance in the Segments
The picture for the third quarter and fi rst nine months of 2011 by segment is as follows:
| 3rd quarter 2011 in EUR m |
Brenntag Group |
Europe | North America |
Latin America |
Asia Pacific |
All Other Segments |
|---|---|---|---|---|---|---|
| External sales | 2,218.0 | 1,066.5 | 715.9 | 210.2 | 104.3 | 121.1 |
| Operating gross profit | 454.6 | 221.5 | 170.8 | 37.4 | 20.4 | 4.5 |
| Operating expenses | – 288.0 | – 146.4 | – 96.0 | – 25.3 | – 11.5 | – 8.8 |
| Operating EBITDA | 166.6 | 75.1 | 74.8 | 12.1 | 8.9 | – 4.3 |
| All | ||||||
| Nine months 2011 in EUR m |
Brenntag Group |
Europe | North America |
Latin America |
Asia Pacific |
Other Segments |
| External sales | 6,518.5 | 3,287.5 | 2,033.0 | 597.5 | 273.3 | 327.2 |
| Operating gross profit | 1,351.7 | 681.4 | 487.1 | 111.2 | 59.0 | 13.0 |
| Operating expenses | – 859.3 | – 445.6 | – 279.5 | – 74.3 | – 31.9 | – 28.0 |
Europe
| Change | |||||
|---|---|---|---|---|---|
| in EUR m | Q3 2011 | Q3 2010 | abs. | in % | in % (fx adj.) |
| External sales | 1,066.5 | 1,011.3 | 55.2 | 5.5 | 5.8 |
| Operating gross profit | 221.5 | 218.2 | 3.3 | 1.5 | 1.7 |
| Operating expenses | – 146.4 | – 142.5 | – 3.9 | 2.7 | 2.7 |
| Operating EBITDA | 75.1 | 75.7 | – 0.6 | – 0.8 | – 0.3 |
| Change | |||||
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % | in % (fx adj.) |
| External sales | 3,287.5 | 2,948.2 | 339.3 | 11.5 | 11.0 |
| Operating gross profit | 681.4 | 649.7 | 31.7 | 4.9 | 4.3 |
| Operating expenses | – 445.6 | – 429.6 | – 16.0 | 3.7 | 3.0 |
| Operating EBITDA | 235.8 | 220.1 | 15.7 | 7.1 | 6.7 |
External sales, volumes and prices
In the third quarter of 2011, the Europe segment generated external sales of EUR 1,066.5 million. That is growth of 5.5 % or 5.8 % on a constant currency basis and is mainly due to a higher average selling price.
Thus, compared with the previous year, external sales increased in the fi rst nine months of 2011 by 11.5 % (11.0 % on a constant currency basis).
Operating gross profi t
In the third quarter of 2011, operating gross profi t rose by 1.5 % (1.7 % on a constant currency basis) to EUR 221.5 million compared with the prior- year quarter. This increase was mainly attributable to higher operating gross profi t per unit.
In the fi rst nine months of 2011, operating gross profi t rose by 4.9 % or 4.3 % on a constant currency basis.
Operating expenses
In the third quarter of 2011, operating expenses rose by 2.7 % (also 2.7 % on a constant currency basis) to EUR 146.4 million compared with the prior- year quarter, mainly as a result of higher personnel costs.
Related to the fi rst nine months of 2011, operating expenses were 3.7 % higher than in the same period of 2010 and a 3.0 % higher on a constant currency basis.
Operating EBITDA
In the third quarter of 2011, the European companies posted operating EBITDA of EUR 75.1 million. This is a slight decrease of 0.8 % or 0.3 % on a constant currency basis compared with the prior- year quarter. On the demand side, uncertainty about the further development of the economy and thus a decline of consumer confi dence are evident. Some customers were more cautious in their purchasing behavior.
Overall, we recorded operating EBITDA of EUR 235.8 million in the fi rst nine months of 2011. In a year- on- year comparison, this is an increase of 7.1 % or 6.7 % on a constant currency basis.
North America
| Change | |||||
|---|---|---|---|---|---|
| in EUR m | Q3 2011 | Q3 2010 | abs. | in % | in % (fx adj.) |
| External sales | 715.9 | 653.1 | 62.8 | 9.6 | 19.0 |
| Operating gross profit | 170.8 | 165.6 | 5.2 | 3.1 | 11.8 |
| Operating expenses | – 96.0 | – 93.4 | – 2.6 | 2.8 | 11.4 |
| Operating EBITDA | 74.8 | 72.2 | 2.6 | 3.6 | 12.3 |
| Change | |||||
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % | in % (fx adj.) |
| External sales | 2,033.0 | 1,843.8 | 189.2 | 10.3 | 17.1 |
| Operating gross profit | 487.1 | 462.5 | 24.6 | 5.3 | 11.8 |
| Operating expenses | – 279.5 | – 264.2 | – 15.3 | 5.8 | 12.2 |
External sales, volumes and prices
The North American companies recorded external sales of EUR 715.9 million in the third quarter of 2011. This was a pleasing increase of 9.6 % (19.0 % on a constant currency basis), which was mainly driven by a higher average selling price but also by higher volumes. Furthermore, the acquisition of G.S. Robins in June 2011 contributed to this increase.
In the fi rst nine months of 2011, external sales grew by 10.3 %, which was an increase of 17.1 % on a constant currency basis.
Operating gross profi t
In the third quarter of 2011, operating gross profi t totalled EUR 170.8 million and was thus 3.1 % up on the fi gure for the same period of 2010. On a constant currency basis, operating gross profi t rose by 11.8 %, well exceeding growth in volumes.
Related to the fi rst nine months of 2011, operating gross profi t grew by 5.3 % or 11.8 % on a constant currency basis.
Operating expenses
In the third quarter of 2011, operating expenses rose by 2.8 % to EUR 96.0 million compared with the prior- year quarter. On a constant currency basis, operating expenses were up 11.4 %. This increase was due to higher business volumes which led to higher volume- related costs such as rents, personnel and energy costs. The acquisition of G.S. Robins also resulted in additional costs.
In the fi rst nine months of 2011, operating expenses increased by 5.8 % (12.2 % on a constant currency basis) compared with the previous year.
Operating EBITDA
The North American companies posted operating EBITDA of EUR 74.8 million in the third quarter of 2011, an increase of 3.6 % (12.3 % on a constant currency basis) compared with the third quarter of 2010. This strong performance was achieved against a more challenging economic environment.
Overall, the North America segment recorded operating EBITDA of EUR 207.6 million in the fi rst nine months of 2011. This is an increase of 4.7 % or 11.3 % on a constant currency basis compared with the prior- year period.
Latin America
| Change | |||||
|---|---|---|---|---|---|
| in EUR m | Q3 2011 | Q3 2010 | abs. | in % | in % (fx adj.) |
| External sales | 210.2 | 190.6 | 19.6 | 10.3 | 17.8 |
| Operating gross profit | 37.4 | 34.7 | 2.7 | 7.8 | 15.7 |
| Operating expenses | – 25.3 | – 23.7 | – 1.6 | 6.8 | 14.3 |
| Operating EBITDA | 12.1 | 11.0 | 1.1 | 10.0 | 18.6 |
| Change | |||||
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % | in % (fx adj.) |
| External sales | 597.5 | 543.0 | 54.5 | 10.0 | 14.5 |
| Operating gross profit | 111.2 | 103.7 | 7.5 | 7.2 | 11.8 |
| Operating expenses | – 74.3 | – 70.1 | – 4.2 | 6.0 | 10.1 |
| Operating EBITDA | 36.9 | 33.6 | 3.3 | 9.8 | 15.3 |
External sales, volumes and prices
In the third quarter of 2011, the Latin America segment increased external sales by 10.3 % to EUR 210.2 million. On a constant currency basis, that is growth of 17.8 %, which is due to a signifi cantly higher average selling price.
In the fi rst nine months of 2011, external sales rose by 10.0 %, which is 14.5 % on a constant currency basis.
Operating gross profi t
In a year- on- year comparison, operating gross profi t increased in the third quarter of 2011 by 7.8 % (15.7 % on a constant currency basis) to EUR 37.4 million. This growth is due to higher operating gross profi t per unit.
Related to the fi rst nine months of 2011, the Latin American companies grew operating gross profi t by 7.2 % (11.8 % on a constant currency basis).
Operating expenses
Compared with the prior- year period, operating expenses increased in the third quarter of 2011 by 6.8 % or 14.3 % on a constant currency basis to EUR 25.3 million. This rise was mainly a result of higher personnel expenses.
In the fi rst nine months of 2011, operating expenses rose by 6.0 % compared with the prior- year period and by some 10.1 % on a constant currency basis.
Operating EBITDA
In the third quarter of 2011, the Latin American companies posted operating EBITDA of EUR 12.1 million and therefore grew earnings by a pleasing 10.0 % (18.6 % on a constant currency basis) despite the slower pace of general economic expansion.
Therefore, in the fi rst nine months of 2011 the Latin America segment posted operating EBITDA which exceeded the level of the previous year by 9.8 % or 15.3 % on a constant currency basis.
Asia Pacifi c
| Change | |||||
|---|---|---|---|---|---|
| in EUR m | Q3 2011 | Q3 2010 | abs. | in % | in % (fx adj.) |
| External sales | 104.3 | 83.3 | 21.0 | 25.2 | 29.8 |
| Operating gross profit | 20.4 | 16.2 | 4.2 | 25.9 | 29.9 |
| Operating expenses | – 11.5 | – 10.2 | – 1.3 | 12.7 | 17.3 |
| Operating EBITDA | 8.9 | 6.0 | 2.9 | 48.3 | 50.8 |
| Change | |||||
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % | in % (fx adj.) |
| External sales | 273.3 | 121.9 | 151.4 | 124.2 | 126.6 |
| Operating gross profit | 59.0 | 26.7 | 32.3 | 121.0 | 122.6 |
| Operating expenses | – 31.9 | – 16.5 | – 15.4 | 93.3 | 95.7 |
External sales, volumes and prices
With external sales of EUR 104.3 million, the Asia Pacifi c segment recorded growth of 25.2 % in the third quarter of 2011, or 29.8 % on a constant currency basis compared with the prior-year period. This growth is attributable to both higher volumes and a higher average selling price as well as to the contribution made by the Zhong Yung Group acquisition, which has been consolidated since September 2011.
Thus external sales rose in the fi rst nine months of 2011 by 124.2 % or 126.6 % on a constant currency basis in a year-on-year comparison. In addition to the acquisition of the Zhong Yung Group, external sales were infl uenced above all by the acquisition of the EAC Group in July 2010.
Operating gross profi t
In the third quarter of 2011, operating gross profi t rose by 25.9 % (29.9 % on a constant currency basis) to EUR 20.4 million. Growth in the operating gross profi t was supported by the Zhong Yung Group acquisition and was stronger than the increase in volumes.
In the fi rst nine months, operating gross profi t in the Asia Pacifi c segment increased by 121.0 % and by 122.6 % on a constant currency basis compared with the prior-year period, also as a result of the Zhong Yung Group and EAC Group acquisitions.
Operating expenses
Operating expenses rose compared with the third quarter of 2010 by 12.7 % (17.3 % on a constant currency basis) to EUR 11.5 million. This increase was mainly due to higher business volumes, on the one hand, through organic growth and, on the other hand, as a result of the acquisition of the Zhong Yung Group.
Therefore, in the fi rst nine months of 2011, operating expenses rose by 93.3 % or by 95.7 % on a constant currency basis, also due to the acquisition of the Zhong Yung Group and the EAC Group.
Operating EBITDA
Together the companies of the Asia Pacifi c segment posted EBITDA of EUR 8.9 million in the third quarter of 2011, clearly exceeding the fi gure for the prior-year quarter by 48.3 % or 50.8 % on a constant currency basis. This fi gure includes the contribution to results generated by the Zhong Yung Group acquisition in the month of September. This development of earnings was achieved in an overall economic environment characterized by continued strong growth although momentum also slackened slightly in this region.
Together with the already strong fi rst and second quarters, the Asia Pacifi c segment recorded growth of 165.7 % (also 165.7 % on a constant currency basis) in the fi rst nine months of 2011, including the contributions to earnings delivered by the Zhong Yung Group and the EAC Group.
All Other Segments
| Change | ||||||
|---|---|---|---|---|---|---|
| in EUR m | Q3 2011 | Q3 2010 | abs. | in % | in % (fx adj.) | |
| External sales | 121.1 | 84.3 | 36.8 | 43.7 | 43.7 | |
| Operating gross profit | 4.5 | 4.0 | 0.5 | 12.5 | 12.5 | |
| Operating expenses | – 8.8 | – 8.6 | – 0.2 | 2.3 | 2.3 | |
| Operating EBITDA | – 4.3 | – 4.6 | 0.3 | – 6.5 | – 6.5 | |
| Change | ||||||
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % | in % (fx adj.) | |
| External sales | 327.2 | 253.3 | 73.9 | 29.2 | 29.2 | |
| Operating gross profit | 21.5 | |||||
| 13.0 | 10.7 | 2.3 | 21.5 | |||
| Operating expenses | – 28.0 | – 25.3 | – 2.7 | 10.7 | 10.7 |
In the third quarter of 2011, Brenntag International Chemicals GmbH, Mülheim an der Ruhr, slightly exceeded the operating EBITDA recorded in the same period of 2010. The increase in operating expenses was exceeded by higher operating gross profi t.
In the holding companies, operating EBITDA in the third quarter of 2011 was slightly lower than in the third quarter of 2010 due to a moderate increase in costs.
Overall, the operating EBITDA of the Other Segments amounted to EUR – 4.3 million in the third quarter of 2011 and was therefore up 6.5 % on the prior-year quarter fi gure.
Operating EBITDA fell slightly by EUR 0.4 million in the fi rst nine months of 2011.
DEVELOPMENT OF FREE CASH FLOW
| Change | ||||
|---|---|---|---|---|
| in EUR m | 9M 2011 | 9M 2010 | abs. | in % |
| EBITDA (incl. transaction costs) | 489.6 | 441.2 | 48.4 | 11.0 |
| Investments in non- current assets (Capex) | – 48.0 | – 47.2 | – 0.8 | 1.7 |
| Change in working capital 1) | – 104.8 | – 170.9 | 66.1 | – 38.7 |
| Free cash flow | 336.8 | 223.1 | 113.7 | 51.0 |
1) See information on the cash flow statement on page 48.
Free cash fl ow is defi ned as EBITDA less other additions to property, plant and equipment as well as other additions to acquired software, licenses and similar rights (Capex) plus/less changes in working capital.
Working capital is defi ned as trade receivables plus inventories less trade payables.
The Group's free cash fl ow amounted to EUR 336.8 million in the reporting period and thus increased by 51.0 % compared with the same period of 2010 (EUR 223.1 million).
This is, on the one hand, due to the clear growth of EBITDA by 11.0 % and, on the other hand, to the fact that working capital increased by 38.7 % less in a year-on-year comparison, particularly because of the development in the third quarter of 2011. Capex remained roughly at the prior-year level.
GROUP FINANCING
Financing
The most important component in Brenntag's fi nancing structure is a Group-wide loan agreement that we concluded with a syndicate of international banks on June 27, 2011. It was paid out on July 19, 2011, the funds received being largely used for the full repayment of the existing liabilities under the old loan agreement (of January 18, 2006).
The highly favourable market environment at the time the loan agreement was concluded and the steadily improved credit ratings of the Group have enabled us to obtain the loan with attractive interest conditions. We will have considerably lower interest costs in future, particularly in comparison to the repaid loan. Furthermore, the new loan off ers us a signifi cantly extended maturity and greater fl exibility in many areas.
The syndicated bullet loan matures in July 2016 and is divided into diff erent tranches with diff erent currencies. While some of our subsidiaries are direct borrowers under the loan, others obtain their fi nancing from intra-Group loans. Major Group companies are liable for the debt under the syndicated loan. Total liabilities (excluding accrued interest and transaction costs) under the existing loan amounted to EUR 1,161.6 million as at September 30, 2011. This fi gure includes EUR 106.2 million under the revolving credit facility of EUR 500 million, which is part of the loan agreement.
Parallel to the payout of the syndicated loan, in July 2011 we also successfully placed a bond with a volume of EUR 400 million, maturing in mid-2018 with institutional investors. At an issue price of 99.321 %, the bond bears a coupon of 5.50 % with interest paid annually. The bond was issued by our Group company Brenntag Finance B.V., Amsterdam, Netherlands, and is guaranteed by Brenntag AG and other Brenntag companies. In view of the identical network of guarantors, the bond has the same ranking as the syndicated loan.
Alongside the syndicated loan and the bond, an international accounts receivable securitization programme is an important component of Group funding. Under this programme, eleven Brenntag companies in fi ve countries regularly transfer trade receivables to the consolidated special-purpose entity Brenntag Funding Ltd., Dublin, Ireland. The receivables are still shown in the consolidated balance sheet until payment by the customers. The fi nancial liabilities under this accounts receivable securitization programme total the equivalent of EUR 176.8 million (excluding transaction costs). In June 2011, the programme was extended until June 2014 with slightly improved conditions. Furthermore, some of our companies make use of credit lines with local banks on a minor scale in consultation with the Group Treasury department.
According to our fi nancial planning, the capital requirements for operating activities, investments in property, plant and equipment as well as dividends and acquisitions are expected to be covered by the cash provided by operating activities so that no further loans are necessary for these purposes. Under the syndicated loan, we also have a revolving credit facility available to cover short-term liquidity requirements.
MATURITY PROFILE OF OUR CREDIT PORTFOLIO1) as per September 30, 2011
1) Syndicated loan, bond and liabilities under the international accounts receivable securitization programme excluding accrued interest and transaction costs (on the basis of exchange rates on September 30, 2011).
Cash Flow
| in EUR m | 9M 2011 | 9M 2010 |
|---|---|---|
| Cash provided by operating activities | 215.0 | 50.5 |
| Cash used for investing activities | – 69.2 | – 183.8 |
| (thereof purchases of consolidated subsidiaries, other business units and other financial assets) |
(– 25.3) | (– 139.0) |
| (thereof purchases of other investments) | (– 51.2) | (– 49.4) |
| (thereof proceeds from divestments) | (7.3) | (4.6) |
| Cash used for financing activities | – 16.6 | – 179.0 |
| Change in cash and cash equivalents | 129.2 | – 312.3 |
The cash of the Group provided by operating activities totalled EUR 215.0 million in the reporting period. The increase compared with the fi rst nine months of 2010 is mainly due to the fact that net income rose from EUR 84.2 million to EUR 201.2 million. Moreover, in the prior-year period interest payments on the Mezzanine Facilities repaid in full as part of the IPO also reduced the operating cash fl ow by EUR 64.2 million. The increase in working capital as a result of the larger business volume had an opposite eff ect. The annualized working capital turnover rate1) fell from 10.4 in the fi rst nine months of 2010 to 9.4 in the reporting period. One of the reasons for this is that the turnover rate of the EAC acquisition is below the Group average due to the higher proportion of specialty chemicals in its business.
1) Ratio of annual sales to average working capital; annual sales is defined as the sales for the first nine months projected onto the full year (sales for the first nine months divided by three and multiplied by four); average working capital is defined for the first nine months as the mean average of the values for working capital at the following four times: at the beginning of the year as well as at the end of the first, second and third quarters.
The cash used for investing activities totalling EUR 69.2 million mainly resulted from investments in intangible assets and property, plant and equipment (EUR 51.2 million) as well as the acquisition of all shares in G.S. Robins (EUR 29.8 million purchase price less cash and cash equivalents). 51 % of the shares in the Zhong Yung Group were acquired for a total purchase price of EUR 36.3 million. Of this fi gure, EUR 7.6 million was paid in the third quarter. After allowance for cash and cash equivalents acquired of EUR 10.5 million, there was a net cash infl ow of EUR 2.9 million from this acquisition in the reporting period. Furthermore, purchase price refunds of EUR 1.7 million for investments acquired in previous years were off set against cash outfl ows in the reporting period.
The cash used for fi nancing activities totalled EUR 16.6 million in the reporting period. The main transactions contained in this fi gure are the dividend payment to the Brenntag shareholders (EUR 72.1 million) and the refi nancing. EUR 1,437.3 million was used for early repayment of the old syndicated loan whilst the newly concluded syndicated loan and the bond issue provided cash of EUR 1,532.0 million. The decrease compared with the fi rst nine months of 2010 is mainly due to special eff ects in the prior-year period with cash infl ows from the IPO (EUR 525.0 million less withheld bank fees of EUR 12.9 million) and cash outfl ows above all for the repayment of fi nancial liabilities (EUR 686.1 million, including EUR 451.9 million for early repayments in connection with the IPO).
Investments
In the fi rst nine months of 2011, investments in property, plant and equipment and intangible assets (excluding additions from company acquisitions) led to a total cash outfl ow of EUR 51.2 million (9M 2010: EUR 49.4 million).
We regularly invest in the maintenance, replacement and extension of the infrastructure necessary to perform our services. Such infrastructure is comprised of warehouses, offi ces, trucks and vehicles of our fi eld service as well as IT hardware for various systems.
As the market leader and a responsible chemicals distributor, we attach importance to ensuring that our property, plant and equipment meet health, safety and environmental requirements.
Major investment projects in the reporting period were:
- Bradford site, UK (EUR 0.4 million): The project has considerably increased the storage capacity at the site and will ensure that the latest environmental and safety standards continue to be met. Furthermore, the laboratory facilities were extended to support the food & beverages and pharmaceutical sectors.
- Dickinson site, North Dakota (EUR 0.2 million): The site supplies one of the fastest growing regions of the USA in the oil and gas sector. With this project, we are extending the storage capacity of the site to enable us to expand this business.
- Guarulhos site, Brazil (EUR 2.6 million): Business volumes have increased considerably at the site and it now needs additional storage capacity which meets the latest environmental and safety standards.
- Mosquera site, Colombia (EUR 1.3 million): In order to permit further growth, the site is being extended in compliance with the latest environmental and safety regulations. The project will continue in the next quarters.
- Warehouse in Shah Alam, Malaysia (EUR 0.3 million): Extension of a warehouse in the Kuala Lumpur metropolitan area. Work on the extension started at the beginning of 2011; the project was completed in less than two months. The extension was opened in April 2011.
FINANCIAL AND ASSETS POSITION
| Sep. 30, 2011 | Dec. 31, 2010 | |||
|---|---|---|---|---|
| in EUR m | abs. | in % | abs. | in % |
| ASSETS | ||||
| Current assets | 2,536.5 | 47.3 | 2,142.0 | 43.1 |
| Cash and cash equivalents | 481.6 | 9.0 | 362.9 | 7.3 |
| Trade receivables | 1,279.2 | 23.8 | 1,059.7 | 21.3 |
| Other receivables and assets | 122.3 | 2.3 | 113.3 | 2.3 |
| Inventories | 653.4 | 12.2 | 606.1 | 12.2 |
| Non- current assets | 2,830.7 | 52.7 | 2,828.2 | 56.9 |
| Intangible assets1) | 1,874.8 | 34.9 | 1,863.2 | 37.5 |
| Other fixed assets | 850.4 | 15.8 | 860.2 | 17.3 |
| Receivables and other assets | 105.5 | 2.0 | 104.8 | 2.1 |
| Total assets | 5,367.2 | 100.0 | 4,970.2 | 100.0 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | 1,534.4 | 28.6 | 1,330.9 | 26.7 |
| Provisions | 59.1 | 1.1 | 56.2 | 1.1 |
| Trade payables | 975.3 | 18.2 | 834.1 | 16.8 |
| Financial liabilities | 85.3 | 1.6 | 87.1 | 1.7 |
| Miscellaneous liabilities | 414.7 | 7.7 | 353.5 | 7.1 |
| Equity and non- current liabilities | 3,832.8 | 71.4 | 3,639.3 | 73.3 |
| Equity | 1,647.9 | 30.7 | 1,617.9 | 32.6 |
| Non- current liabilities | 2,184.9 | 40.7 | 2,021.4 | 40.7 |
| Provisions | 204.0 | 3.8 | 196.6 | 4.0 |
| Financial liabilities | 1,769.9 | 33.0 | 1.696.7 | 34.1 |
| Miscellaneous liabilities | 211.0 | 3.9 | 128.1 | 2.6 |
| Total liabilities and equity | 5,367.2 | 100.0 | 4,970.2 | 100.0 |
1) Of the intangible assets as of September 30, 2011, some EUR 1,161.3 million relate to goodwill and trademarks that were capitalized as part of the purchase price allocation performed on the acquisition of the Brenntag Group by funds advised by BC Partners Limited, Bain Capital, Ltd. and subsidiaries of Goldman Sachs International at the end of the third quarter of 2006 in addition to the relevant intangible assets already existing in the previous Group structure.
As of September 30, 2011, total assets had increased by 8.0 % to EUR 5,367.2 million (December 31, 2010: EUR 4,970.2 million).
The rise in cash and cash equivalents by 32.7 % to EUR 481.6 million (December 31, 2010: EUR 362.9 million) is mainly due to the fact that net income rose from EUR 84.2 million to EUR 201.2 million.
Working capital, defi ned as trade receivables plus inventories less trade payables, developed as follows in the reporting period:
- Trade receivables increased in the reporting period by 20.7 % to EUR 1,279.2 million (December 31, 2010: EUR 1,059.7 million). This rise is mainly due to the acquisition of G.S. Robins and the Zhong Yung Group as well as higher sales.
- Inventories rose by 7.8 % compared with the end of 2010 and amounted to EUR 653.4 million (December 31, 2010: EUR 606.1 million). This development is due to the acquisitions of G.S. Robins and the Zhong Yung Group.
- By contrast, trade payables increased by 16.9 % to EUR 975.3 million (December 31, 2010: EUR 834.1 million) also as a result of the acquisitions of G.S. Robins and the Zhong Yung Group as well as the higher business volumes.
Although working capital – adjusted for exchange rate eff ects and acquisitions – was again reduced signifi cantly compared with June 30, 2011, it has risen by a total of some EUR 105 million since December 31, 2010. The annualizedworking capital turnover rate1) fell from 10.4 in the fi rst nine months of 2010 to 9.4 in the reporting period. One of the reasons for this is that the EAC Group's turnover rate is below the Group average due to the higher proportion of specialty chemicals in its business.
The intangible assets and other fi xed assets of the Brenntag Group increased by 0.1 % or EUR 1.8 million to EUR 2,725.2 million (December 31, 2010: EUR 2,723.4 million). The change was mainly a result of investments in non-current assets (EUR 48.0 million), acquisitions (EUR 73.7 million), on the one hand, as well as scheduled depreciation and amortization (EUR – 82.4 million) and negative exchange rate eff ects (EUR – 33.2 million) on the other.
Current fi nancial liabilities fell by EUR 1.8 million to a total of EUR 85.3 million (December 31, 2010: EUR 87.1 million). These liabilities are mainly credit facilities with local banks as well as accrued interest.
Non-current fi nancial liabilities increased in the reporting period by EUR 73.2 million to EUR 1,769.9 (December 31, 2010: EUR 1,696.7 million), which was mainly due to the increase in gross debt as part of the refi nancing.
The non-current other liabilities rose in the reporting period by EUR 82.9 million to EUR 211.0 million (December 31, 2010: EUR 128.1 million), mainly as a result of a purchase price obligation of EUR 67.9 million for the acquisition of the remaining shares in the Zhong Yung Group.
Current and non-current provisions totalled EUR 263.1 million (December 31, 2010: EUR 252.8 million). This fi gure included pension provisions of EUR 62.9 million (December 31, 2010: EUR 60.7 million).
As of September 30, 2011, the equity of the Brenntag Group totalled EUR 1,647.9 million (December 31, 2010: EUR 1,617.9 million). The increase in equity is mainly due to the growth in profi t after tax, which more than off set opposite eff ects, such as the dividend distributions.
EMPLOYEES
As of September 30, 2011, Brenntag had 12,607 employees worldwide. The number of employees is determined on the basis of full-time equivalents, i.e. part-time jobs are weighted according to the number of hours worked.
| Sep. 30, 2011 | Dec. 31, 2010 | |||
|---|---|---|---|---|
| Full- time Equivalents (FTE) | abs. | in % | abs. | in % |
| Europe | 6,215 | 49.3 | 6,147 | 50.6 |
| North America | 3,698 | 29.3 | 3,563 | 29.4 |
| Latin America | 1,267 | 10.1 | 1,257 | 10.4 |
| Asia Pacific | 1,292 | 10.2 | 1,029 | 8.5 |
| All Other Segments | 135 | 1.1 | 136 | 1.1 |
| Brenntag Group | 12,607 | 100.0 | 12,132 | 100.0 |
1) Ratio of annual sales to average working capital; annual sales is defined as the sales for the first nine months projected onto the full year (sales for the first nine months divided by three and multiplied by four); average working capital is defined for the first nine months as the mean average of the values for working capital at the following four times: at the beginning of the year as well as at the end of the first, second and third quarters.
Results of operations and fi nancial condition Employees Risk report Forecast report
RISK REPORT
Our business policy is geared to steadily improving the effi ciency and underlying profi tability of our Group. The companies of the Brenntag Group operating in the fi eld of chemicals distribution and related areas are confronted with a signifi cant number of risks which may arise from their business activities. At the same time, these business activities do not only lead to risks but also to many opportunities to safeguard and enhance the company's competitiveness.
We monitor the risks as part of our risk management. The risk management system of the Brenntag Group is an integral part of the planning, control and reporting processes of all operational and legal units as well as the central functions.
In the fi rst nine months of 2011, there were no signifi cant changes in the opportunities and risks for the Brenntag Group described in detail in the 2010 Annual Report. Other risks which we are currently unaware of or which we now consider to be immaterial might also negatively impact our business operations. From today's point of view, there are no indications of any risks which may jeopardize the continued existence of the company.
FORECAST REPORT
The global economy continued to lose momentum at the beginning of the third quarter of 2011 compared with the fi rst half of the year. Ongoing volatility on the fi nancial markets had a negative impact as did rising energy and raw material prices. In view of the increasing uncertainty on the capital markets and among consumers, only slow growth of the economies is to be expected for the rest of the year. The regional diff erences in growth rates are, however, likely to persist; higher growth rates are again predicted for Asia and Latin America than for the economies in North America and Europe.
Given the development of results in the fi rst nine months of 2011, we are expecting Group operating EBITDA, which does not include the cost of refi nancing the syndicated loan, to range between EUR 650 million and EUR 670 million for 2011 for 2011. Here, it has been assumed that the overall economy will not slip into recession and that there will be no major change in the average US dollar exchange rate for the rest of this year.
We are expecting the following developments in local currencies, i.e. excluding exchange rate eff ects, for the individual segments for 2011 as a whole compared with the previous year:
In the Europe segment, we are forecasting an increase in operating EBITDA. The growth rates in this segment are expected to be below the Group average. We remain focused on the increasing overall adoption of best practice throughout Europe in terms of operating effi ciency and operating EBITDA/gross profi t ratio.
As far as North America is concerned, we believe that operating gross profi t will grow and, with operating expenses only rising moderately, will result in higher operating EBITDA. We are also expecting continued positive contributions to the results from the G.S. Robins acquisition.
After the Latin America segment was aff ected in 2010 by the unfavourable political and economic developments in Venezuela, we now see a more stable economic environment. Therefore, the segment is expected to achieve an above-average improvement in operating gross profi t and operating EBITDA compared with the Group as a whole.
The Asia Pacifi c segment has been infl uenced by the acquisition of the EAC Group in July 2010. In 2011, we are expecting a signifi cant increase in operating gross profi t and operating EBITDA, on the one hand, as a result of the EAC Group being fully consolidated for the entire year and continuing its very positive business development, and, on the other hand, thanks to the organic growth of the other Brenntag companies in this segment. In addition, we are expecting the acquisition of initially 51 % of the shares in the Zhong Yung Group, which has been fully consolidated since September 2011, to also make a positive contribution to results.
Given the likely increase in business volume and higher prices, we are also anticipating a rise in working capital compared with the end of 2010. For the Group as a whole, we are assuming a slight fall in the turnover rate, among others as a result of the acquisition of the EAC Group, which, because of its business model with a high proportion of specialty chemicals, has a lower turnover rate than the rest of the Group. We are not expecting to use any further liquidity for the increase of working capital in the fourth quarter of the year.
Since we also have to make moderate adjustments to property, plant and equipment capacities as business volumes increase, we are planning investments in property, plant and equipment slightly above the level of depreciation. Nevertheless, we should not see any signifi cant increase over the 2010 level.
The comprehensive refi nancing and replacement of the previous syndicated loan by a new loan agreement with a syndicate of international banks at the start of the third quarter of 2011 have enabled us to substantially reduce interest margins. Consequently, we expect the fi nancial result in the fourth quarter to improve compared with the fi rst nine months of 2011.
Overall, we are optimistic that we can further increase free cash fl ow and continually further improve the Group's liquidity position.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH IFRS
(International Financial Reporting Standards) at September 30, 2011
CONTENTS
- 30 CONSOLIDATED INCOME STATEMENT
- 31 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
- 32 CONSOLIDATED BALANCE SHEET
- 34 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
- 36 CONSOLIDATED CASH FLOW STATEMENT
37 CONDENSED NOTES
- 37 Key fi nancial fi gures by segment
- 39 Group key fi nancial fi gures
- 40 Consolidation policies and methods
- 40 Standards applied
- 40 Scope of consolidation
- 41 Business combinations in accordance with IFRS 3
- 43 Currency translation
- 44 Information on the consolidated income statement,
- balance sheet and cash fl ow statement
- 44 Finance income
- 44 Finance costs
- 44 Income taxes
- 45 Earnings per share
- 45 Financial liabilities
- 46 Other provisions
- 46 Purchase price obligations and liabilities under IAS 32 to minorities
- 47 Equity
- 48 Information on the cash fl ow statement
CONSOLIDATED INCOME STATEMENT
| Jan. 1 – | Jan. 1 – | Jul. 1 – | Jul. 1 – | ||
|---|---|---|---|---|---|
| in EUR m | Note | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 |
| Sales | 6,518.5 | 5,710.2 | 2,218.0 | 2,022.6 | |
| Cost of goods sold | – 5,194.8 | – 4,484.3 | – 1,772.5 | – 1,592.9 | |
| Gross profit | 1,323.7 | 1,225.9 | 445.5 | 429.7 | |
| Selling expenses | – 832.5 | – 860.5 | – 282.7 | – 294.8 | |
| Administrative expenses | – 100.4 | – 98.4 | – 30.9 | – 36.4 | |
| Other operating income | 29.5 | 40.4 | 9.4 | 14.6 | |
| Other operating expenses | – 14.0 | – 26.2 | – 5.8 | – 8.3 | |
| Operating profit | 406.3 | 281.2 | 135.5 | 104.8 | |
| Result of investments accounted for at equity |
3.5 | 3.4 | 1.5 | 1.0 | |
| Finance income | 1 | 8.4 | 8.0 | 2.7 | 2.3 |
| Finance costs | 2 | – 93.1 | – 147.5 | – 25.1 | – 33.0 |
| Changes in purchase price obligations and liabilities under IAS 32 to minorities |
7 | – 6.2 | – 1.0 | – 5.7 | – 0.4 |
| Other financial result | – 6.3 | – 4.3 | – 2.0 | – 2.6 | |
| Financial result | – 93.7 | – 141.4 | – 28.6 | – 32.7 | |
| Profit before tax | 312.6 | 139.8 | 106.9 | 72.1 | |
| Income taxes | 3 | – 111.4 | – 55.6 | – 40.2 | – 28.8 |
| Profit after tax | 201.2 | 84.2 | 66.7 | 43.3 | |
| Attributable to: | |||||
| Shareholders of Brenntag AG | 199.3 | 80.6 | 66.8 | 40.8 | |
| Minority shareholders | 1.9 | 3.6 | – 0.1 | 2.5 | |
| Undiluted earnings per share in Euro | 4 | 3.87 | 1.67 | 1.30 | 0.79 |
| Diluted earnings per share in Euro | 4 | 3.87 | 1.67 | 1.30 | 0.79 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
Jul. 1 – Sep. 30, 2011 |
Jul. 1 – Sep. 30, 2010 |
|---|---|---|---|---|
| Profit after tax | 201.2 | 84.2 | 66.7 | 43.3 |
| Change in exchange rate differences | – 33.8 | 48.4 | 18.5 | – 53.8 |
| Change in cash flow hedge reserve | 9.7 | 11.6 | – | 2.5 |
| Deferred tax on components of other comprehensive income |
– 3.2 | – 3.7 | – | – 0.7 |
| Other comprehensive income | – 27.3 | 56.3 | 18.5 | – 52.0 |
| Total comprehensive income | 173.9 | 140.5 | 85.2 | – 8.7 |
| Attributable to: | ||||
| Shareholders of Brenntag AG | 171.0 | 136.5 | 84.1 | – 11.7 |
| Minority shareholders | 2.9 | 4.0 | 1.1 | 3.0 |
CONSOLIDATED BALANCE SHEET
ASSETS
| in EUR m Note |
Sep. 30, 2011 | Dec. 31, 2010 |
|---|---|---|
| Current Assets | ||
| Cash and cash equivalents | 481.6 | 362.9 |
| Trade receivables | 1,279.2 | 1,059.7 |
| Other receivables | 93.9 | 86.6 |
| Other financial assets | 8.3 | 7.6 |
| Current tax assets | 17.9 | 18.7 |
| Inventories | 653.4 | 606.1 |
| Non-current assets held for sale | 2.2 | 0.4 |
| 2,536.5 | 2,142.0 | |
| Non-current Assets | ||
| Property, plant and equipment | 823.8 | 829.6 |
| Investment property | 0.2 | 2.0 |
| Intangible assets | 1,874.8 | 1,863.2 |
| Investments accounted for at equity | 26.4 | 28.6 |
| Other receivables | 17.7 | 17.5 |
| Other financial assets | 10.5 | 6.4 |
| Deferred tax assets | 77.3 | 80.9 |
| 2,830.7 | 2,828.2 | |
| Total assets | 5,367.2 | 4,970.2 |
LIABILITIES AND EQUITY
| in EUR m | Note | Sep. 30, 2011 | Dec. 31, 2010 |
|---|---|---|---|
| Current Liabilities | |||
| Trade payables | 975.3 | 834.1 | |
| Financial liabilities | 5 | 85.3 | 87.1 |
| Other liabilities | 370.1 | 328.9 | |
| Other provisions | 6 | 59.1 | 56.2 |
| Purchase price obligations and liabilities under IAS 32 to minorities | 7 | 10.8 | – |
| Current tax liabilities | 33.8 | 24.6 | |
| 1,534.4 | 1,330.9 | ||
| Non-Current Liabilities | |||
| Financial liabilities | 5 | 1,769.9 | 1,696.7 |
| Other liabilities | 2.1 | 2.0 | |
| Other provisions | 6 | 141.1 | 135.9 |
| Provisions for pensions and similar obligations | 62.9 | 60.7 | |
| Purchase price obligations and liabilities under IAS 32 to minorities | 7 | 69.4 | 2.0 |
| Deferred tax liabilities | 139.5 | 124.1 | |
| 2,184.9 | 2,021.4 | ||
| Equity | 8 | ||
| Subscribed capital | 51.5 | 51.5 | |
| Additional paid-in capital | 1,560.1 | 1,560.1 | |
| Retained earnings | 40.9 | – 3.3 | |
| Other comprehensive income | – 27.9 | 1.2 | |
| Shares of shareholders of Brenntag AG | 1,624.6 | 1,609.5 | |
| Equity attributable to minority interests | 23.3 | 8.4 | |
| 1,647.9 | 1,617.9 | ||
| Total liabilities and equity | 5,367.2 | 4,970.2 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| in EUR m | Subscribed capital 1) |
Additional paid-in capital |
Retained earnings |
|
|---|---|---|---|---|
| Dec. 31, 2009 | – | 381.6 | – 143.5 | |
| Capital increase from company funds | 41.0 | – 41.0 | – | |
| Capital increase through issuance of new shares | 10.5 | 501.9 | – | |
| Contribution of shareholder loan | – | 714.9 | – | |
| Business combinations | – | – | – | |
| Dividends | – | – | – | |
| Profit after tax | – | – | 80.6 | |
| Other comprehensive income | – | – | – | |
| Total income and expense for the period | – | – | 80.6 | |
| Sep. 30, 2010 | 51.5 | 1,557.4 | – 62.9 | |
| Dec. 31, 2010 | 51.5 | 1,560.1 | – 3.3 | |
| Dividends | – | – | – 72.1 | |
| Share increases | – | – | – 19.8 | |
| Business combinations | – | – | – 63.2 | |
| Profit after tax | – | – | 199.3 | |
| Other comprehensive income | – | – | – | |
| Total income and expense for the period | – | – | 199.3 | |
| Sep. 30, 2011 | 51.5 | 1,560.1 | 40.9 |
1) Dec. 31, 2009: EUR 25,000.
2) Exchange rate differences.
| Equity attribut | |||||
|---|---|---|---|---|---|
| Exchange rate | Cash flow | Deferred | able to Brenntag | Minority | |
| differences | hedge reserve | tax | shareholders | interests | Equity |
| – 56.5 | – 26.7 | 9.2 | 164.1 | 8.2 | 172.3 |
| – | – | – | – | – | – |
| – | – | – | 512.4 | – | 512.4 |
| – | – | – | 714.9 | – | 714.9 |
| – | – | – | – | – 0.8 | – 0.8 |
| – | – | – | – | – 3.7 | – 3.7 |
| – | – | – | 80.6 | 3.6 | 84.2 |
| 48.0 | 11.6 | – 3.7 | 55.9 | 0.42) | 56.3 |
| 48.0 | 11.6 | – 3.7 | 136.5 | 4.0 | 140.5 |
| – 8.5 | – 15.1 | 5.5 | 1,527.9 | 7.7 | 1,535.6 |
| 7.7 | – 9.7 | 3.2 | 1,609.5 | 8.4 | 1,617.9 |
| – | – | – | – 72.1 | – 4.1 | – 76.2 |
| – 0.8 | – | – | – 20.6 | – 4.5 | – 25.1 |
| – | – | – | – 63.2 | 20.6 | – 42.6 |
| – | – | – | 199.3 | 1.9 | 201.2 |
| – 34.8 | 9.7 | – 3.2 | – 28.3 | 1.02) | – 27.3 |
| – 34.8 | 9.7 | – 3.2 | 171.0 | 2.9 | 173.9 |
| – 27.9 | – | – | 1,624.6 | 23.3 | 1,647.9 |
CONSOLIDATED CASH FLOW STATEMENT
| Jan. 1 – | Jan. 1 – | Jul. 1 – | Jul. 1 – | |
|---|---|---|---|---|
| Note in EUR m 9 |
Sep. 30, 2011 |
Sep. 30, 2010 |
Sep. 30, 2011 |
Sep. 30, 2010 |
| Profit after tax | 201.2 | 84.2 | 66.7 | 43.3 |
| Depreciation and amortization | 83.3 | 160.0 | 29.1 | 55.1 |
| Income taxes | 111.4 | 55.6 | 40.2 | 28.8 |
| Income tax payments | – 89.0 | – 55.7 | – 31.0 | – 30.5 |
| Interest result | 84.7 | 139.5 | 22.4 | 30.7 |
| Interest payments (netted against interest received) | – 103.6 | – 168.7 | – 46.7 | – 34.2 |
| Dividends received | 1.2 | 0.4 | 0.6 | 0.4 |
| Changes in provisions | 2.4 | – 2.2 | – 0.9 | 0.6 |
| Changes in current assets and liabilities | ||||
| Inventories | – 37.4 | – 85.7 | 23.0 | – 21.1 |
| Receivables | – 183.7 | – 230.0 | 58.6 | 4.9 |
| Liabilities | 141.6 | 169.4 | 16.1 | – 20.3 |
| Non-cash changes in purchase price obligations and liabilities under IAS 32 to minorities |
6.2 | 1.0 | 5.7 | 0.4 |
| Other non-cash items | – 3.3 | – 17.3 | – 8.1 | 7.5 |
| Cash provided by operating activities | 215.0 | 50.5 | 175.7 | 65.6 |
| Proceeds from disposals of investments accounted for at equity |
0.4 | – | 0.4 | – |
| Proceeds from disposals of other financial assets | 4.0 | 0.8 | 0.8 | 0.1 |
| Proceeds from disposals of intangible assets as well as property, plant and equipment |
2.9 | 3.8 | 0.7 | 1.2 |
| Purchases of consolidated subsidiaries and other business units |
– 25.2 | – 137.6 | 3.6 | – 134.7 |
| Purchases of other financial assets | – 0.1 | – 1.4 | – | – 0.1 |
| Purchases of intangible assets as well as property, plant and equipment |
– 51.2 | – 49.4 | – 18.9 | – 19.1 |
| Cash used for investing activities | – 69.2 | – 183.8 | – 13.4 | – 152.6 |
| Capital increase | – | 525.0 | – | – |
| Payments in connection with the capital increase | – | – 13.5 | – | – 0.6 |
| Purchases of shares in companies already consolidated |
– 25.1 | – | – 25.1 | – |
| Profits distributed to Brenntag shareholders | – 72.1 | – | – | – |
| Profits distributed to minority shareholders | – 5.3 | – 1.6 | – 4.2 | – 0.2 |
| Proceeds from borrowings | 1,545.6 | 3.9 | 1,531.5 | – 3.2 |
| Repayments of borrowings | – 1,459.7 | – 692.8 | – 1,448.3 | – 6.7 |
| Cash used for/provided by financing activities | – 16.6 | – 179.0 | 53.9 | – 10.7 |
| Change in cash and cash equivalents | 129.2 | – 312.3 | 216.2 | – 97.7 |
| Change in cash and cash equivalents due to currency gains/losses |
– 10.5 | 10.3 | 6.2 | – 13.0 |
| Cash and cash equivalents at beginning of year/quarter |
362.9 | 602.6 | 259.2 | 411.3 |
| Cash and cash equivalents at end of quarter | 481.6 | 300.6 | 481.6 | 300.6 |
CONDENSED NOTES
KEY FINANCIAL FIGURES BY SEGMENT
for the period from January 1 to September 30
| Segment reporting in accordance with IFRS 8 in EUR m |
Europe | North America |
Latin America |
Asia Pacific |
All Other Segments |
Con soli dation |
Group | |
|---|---|---|---|---|---|---|---|---|
| 2011 | 3,287.5 | 2,033.0 | 597.5 | 273.3 | 327.2 | – | 6,518.5 | |
| External sales | 2010 | 2,948.2 | 1,843.8 | 543.0 | 121.9 | 253.3 | – | 5,710.2 |
| Change in % | 11.5 | 10.3 | 10.0 | 124.2 | 29.2 | – | 14.2 | |
| fx adjusted change in % | 11.0 | 17.1 | 14.5 | 126.6 | 29.2 | – | 16.5 | |
| Inter-segment | 2011 | 4.8 | 3.4 | 2.2 | – | 1.9 | – 12.3 | – |
| sales | 2010 | 3.3 | 3.0 | 9.8 | – | 2.0 | – 18.1 | – |
| 2011 | 681.4 | 487.1 | 111.2 | 59.0 | 13.0 | – | 1,351.7 | |
| Operating gross profit 1) | 2010 | 649.7 | 462.5 | 103.7 | 26.7 | 10.7 | – | 1,253.3 |
| Change in % | 4.9 | 5.3 | 7.2 | 121.0 | 21.5 | – | 7.9 | |
| fx adjusted change in % | 4.3 | 11.8 | 11.8 | 122.6 | 21.5 | – | 10.3 | |
| Gross profit | 2011 | – | – | – | – | – | – | 1,323.7 |
| 2010 | – | – | – | – | – | – | 1,225.9 | |
| Change in % | – | – | – | – | – | – | 8.0 | |
| fx adjusted change in % | – | – | – | – | – | – | 10.5 | |
| 2011 | 235.8 | 207.6 | 36.9 | 27.1 | – 15.0 | – | 492.4 | |
| Operating EBITDA | 2010 | 220.1 | 198.3 | 33.6 | 10.2 | – 14.6 | – | 447.6 |
| (segment result) | Change in % | 7.1 | 4.7 | 9.8 | 165.7 | 2.7 | – | 10.0 |
| fx adjusted change in % | 6.7 | 11.3 | 15.3 | 165.7 | 2.7 | – | 13.2 | |
| 2011 | – | – | – | – | – | – | 489.6 | |
| EBITDA | 2010 | – | – | – | – | – | – | 441.2 |
| Change in % | – | – | – | – | – | – | 11.0 | |
| fx adjusted change in % | – | – | – | – | – | – | 14.2 | |
| Investments in non-current | 2011 | 28.5 | 11.3 | 5.8 | 2.2 | 0.2 | – | 48.0 |
| assets (Capex) 2) | 2010 | 29.9 | 12.1 | 4.0 | 1.0 | 0.2 | – | 47.2 |
1) External sales less cost of materials.
2) Investments in non-current assets are other additions to property, plant and equipment and intangible assets.
KEY FINANCIAL FIGURES BY SEGMENT
for the period from July 1 to September 30
| Segment reporting in accordance with IFRS 8 in EUR m |
Europe | North America |
Latin America |
Asia Pacific |
All Other Segments |
Con soli dation |
Group | |
|---|---|---|---|---|---|---|---|---|
| 2011 | 1,066.5 | 715.9 | 210.2 | 104.3 | 121.1 | – | 2,218.0 | |
| External sales | 2010 | 1,011.3 | 653.1 | 190.6 | 83.3 | 84.3 | – | 2,022.6 |
| Change in % | 5.5 | 9.6 | 10.3 | 25.2 | 43.7 | – | 9.7 | |
| fx adjusted change in % | 5.8 | 19.0 | 17.8 | 29.8 | 43.7 | – | 13.6 | |
| Inter-segment | 2011 | 1.9 | 1.3 | 0.3 | – | 0.7 | – 4.2 | – |
| sales | 2010 | 1.0 | 1.1 | 1.7 | – | 1.1 | – 4.9 | – |
| 2011 | 221.5 | 170.8 | 37.4 | 20.4 | 4.5 | – | 454.6 | |
| Operating gross profit 1) | 2010 | 218.2 | 165.6 | 34.7 | 16.2 | 4.0 | – | 438.7 |
| Change in % | 1.5 | 3.1 | 7.8 | 25.9 | 12.5 | – | 3.6 | |
| fx adjusted change in % | 1.7 | 11.8 | 15.7 | 29.9 | 12.5 | – | 7.6 | |
| Gross profit | 2011 | – | – | – | – | – | – | 445.5 |
| 2010 | – | – | – | – | – | – | 429.7 | |
| Change in % | – | – | – | – | – | – | 3.7 | |
| fx adjusted change in % | – | – | – | – | – | – | 7.7 | |
| 2011 | 75.1 | 74.8 | 12.1 | 8.9 | – 4.3 | – | 166.6 | |
| Operating EBITDA (segment result) |
2010 | 75.7 | 72.2 | 11.0 | 6.0 | – 4.6 | – | 160.3 |
| Change in % | – 0.8 | 3.6 | 10.0 | 48.3 | – 6.5 | – | 3.9 | |
| fx adjusted change in % | – 0.3 | 12.3 | 18.6 | 50.8 | – 6.5 | – | 8.6 | |
| 2011 | – | – | – | – | – | – | 164.6 | |
| EBITDA | 2010 | – | – | – | – | – | – | 159.9 |
| Change in % | – | – | – | – | – | – | 2.9 | |
| fx adjusted change in % | – | – | – | – | – | – | 7.6 | |
| Investments in non-current | 2011 | 11.0 | 4.7 | 2.6 | 0.7 | – | – | 19.0 |
| assets (Capex) 2) | 2010 | 12.9 | 5.6 | 1.9 | 0.9 | 0.1 | – | 21.4 |
1) External sales less cost of materials.
2) Investments in non-current assets are other additions to property, plant and equipment and intangible assets.
GROUP KEY FINANCIAL FIGURES
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
Jul. 1 – Sep. 30, 2011 |
Jul. 1 – Sep. 30, 2010 |
|---|---|---|---|---|
| EBITDA | 489.6 | 441.2 | 164.6 | 159.9 |
| Investments in non-current assets (Capex) 1) | – 48.0 | – 47.2 | – 19.0 | – 21.4 |
| Change in working capital 2) 3) | – 104.8 | – 170.9 | 76.0 | – 47.7 |
| Free cash flow | 336.8 | 223.1 | 221.6 | 90.8 |
1) Investments in non-current assets are other additions to property, plant and equipment and intangible assets. 2) Definition of working capital: Trade receivables plus inventories less trade payables.
3) Adjusted for exchange rate differences and first-time consolidations.
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
Jul. 1 – Sep. 30, 2011 |
Jul. 1 – Sep. 30, 2010 |
|---|---|---|---|---|
| Operating EBITDA (segment result) | 492.4 | 447.6 | 166.6 | 160.3 |
| Transaction costs/holding charges 1) | – 2.8 | – 6.4 | – 2.0 | – 0.4 |
| EBITDA | 489.6 | 441.2 | 164.6 | 159.9 |
| Scheduled depreciation of property, plant and equipment | – 65.0 | – 62.3 | – 22.4 | – 21.2 |
| Impairment of property, plant and equipment | – 0.9 | – | – 0.7 | – |
| EBITA | 423.7 | 378.9 | 141.5 | 138.7 |
| Scheduled amortization of intangible assets 2) | – 17.4 | – 97.7 | – 6.0 | – 33.9 |
| Impairment of intangible assets | – | – | – | – |
| EBIT | 406.3 | 281.2 | 135.5 | 104.8 |
| Financial result | – 93.7 | – 141.4 | – 28.6 | – 32.7 |
| Profit before tax | 312.6 | 139.8 | 106.9 | 72.1 |
1) Transaction costs: Costs connected with restructuring and refinancing under company law, particularly the IPO in 2010 and the refinancing in 2011. They are eliminated for purposes of management reporting to permit proper presentation of the operating performance and comparability on segment level.
Holding charges: Certain costs charged between holding companies and operating companies. On Group level they net to zero. 2) This figure includes scheduled amortization of customer relationships totalling EUR 11.4 million in the first nine months of 2011 (9M 2010: EUR 91.7 million). Of the amortization of customer relationships, in the prior period EUR 79.6 million resulted from the amortization of customer relationships which were capitalized on the acquisition of the Brenntag Group by funds advised by BC Partners Limited, Bain Capital,Ltd. and subsidiaries of Goldman Sachs International at the end of the third quarter of 2006. These customer relationships were fully amortized over four years until September 30, 2010.
| Jan. 1 – | Jan. 1 – | Jul. 1 – | Jul. 1 – | |
|---|---|---|---|---|
| in EUR m | Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 |
| Operating gross profit | 1,351.7 | 1,253.3 | 454.6 | 438.7 |
| Operating costs 1) | 28.0 | 27.4 | 9.1 | 9.0 |
| Gross profit | 1,323.7 | 1,225.9 | 445.5 | 429.7 |
1) Production/mixing & blending costs.
CONSOLIDATION POLICIES AND METHODS
Standards applied
These interim consolidated fi nancial statements for the period from January 1 to September 30, 2011 have been prepared in accordance with the requirements of IAS 34 (Interim Financial Reporting). The Notes are presented in condensed form compared to the Notes to the consolidated fi nancial statements at December 31, 2010.
With the exception of the Standards and Interpretations to be applied for the fi rst time in the fi nancial year starting January 1, 2011, the same consolidation policies and methods have been applied as for the consolidated fi nancial statements at December 31, 2010.
The following (in some cases revised) Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee (IFRS IC) were applied by the Brenntag Group for the fi rst time:
- Revised IAS 24 (Related Party Disclosures)
- Amendments to IAS 32 (Financial Instruments: Presentation) regarding the classifi cation of rights issues
- IFRIC 19 (Extinguishing Financial Liabilities with Equity Instruments)
- Amendments to IFRIC 14 (IAS 19 The Limit on a Defi ned Benefi t Asset, Minimum Funding Requirements and their Interaction) regarding prepayments of a minimum funding requirement
- Improvements to IFRSs (2010)
- Amendments to IFRS 1 (First-time Adoption of International Financial Reporting Standards) regarding the limited exemption of fi rst-time adopters from presenting comparative information in accordance with IFRS 7
The Standards and Interpretations applied for the fi rst time do not have any material eff ect on the presentation of the net assets, fi nancial position and results of operations of the Brenntag Group.
Income taxes are recorded on the basis of the latest estimate of the corporate income tax rate expected for the 2011 fi nancial year.
Scope of consolidation
The table below shows the changes in the number of fully consolidated companies and special purpose entities since January 1, 2011:
| Jan. 1, 2011 | Additions | Disposals | Sep. 30, 2011 | |
|---|---|---|---|---|
| Domestic consolidated companies | 25 | 2 | – | 27 |
| Foreign consolidated companies | 169 | 9 | 6 | 172 |
| Total consolidated companies | 194 | 11 | 6 | 199 |
The additions are the result of acquisitions of subsidiaries and the establishment of new companies. The disposals are the result of a merger and the liquidation of companies which were no longer operational.
Six associates (prior period: eight) are accounted for at equity.
Business combinations in accordance with IFRS 3
At the end of May 2011, Brenntag acquired 100 % of the shares in G.S. Robins & Company, a leading regional distributor of industrial chemicals headquartered in St. Louis, USA. The provisional acquisition costs for the net assets acquired amount to EUR 31.8 million.
The net assets acquired break down as follows:
| in EUR m | Fair Value according to IFRS |
|---|---|
| ASSETS | |
| Cash and cash equivalents | 2.0 |
| Trade receivables | 6.8 |
| Other receivables | 0.7 |
| Inventories | 4.7 |
| Property, plant and equipment | 3.9 |
| Customer relationships and similar rights | 6.7 |
| Deferred tax assets | 1.4 |
| LIABILITIES | |
| Trade payables | 5.1 |
| Other provisions | 3.1 |
| Other liabilities | 0.9 |
| Net assets | 17.1 |
Measurement of the assets and liabilities of G.S. Robins & Company taken over has not yet been completed. There are no material diff erences between the gross amount and the carrying amount of the receivables. Additional intangible assets (customer relationships and similar rights) which were not recognized in the balance sheet of the company acquired have been accounted for at provisional fi gures, taking tax eff ects into consideration. The multi-period excess earnings method was used to measure customer relationships. On the basis of the fair value of the net assets acquired, the provisional goodwill which can be amortized for tax purposes amounts to EUR 14.7 million. In accordance with IFRS 3, this goodwill is not amortized. The goodwill includes an employee base of EUR 0.5 million, which was determined on a cost basis. The remaining goodwill is determined by the growth opportunities arising from the takeover. For example, the takeover has enabled Brenntag to improve its market position in many of its key industries such as food & beverages and water treatment.
Since its acquisition by Brenntag, G.S. Robins & Company has generated sales of EUR 23.3 million in 2011 and a profi t after tax of EUR 0.3 million.
At the end of August, Brenntag closed the acquisition of the fi rst tranche (51 %) of Zhong Yung (International) Chemical Ltd., Hong Kong. Zhong Yung is focused on the distribution of solvents with an infrastructure in the key economic regions in China. The provisional acquisition costs for the net assets of the group acquired amount to EUR 36.3 million.
The net assets acquired break down as follows:
| in EUR m | Fair Value according to IFRS |
|---|---|
| ASSETS | |
| Cash and cash equivalents | 10.5 |
| Trade receivables | 38.7 |
| Other receivables | 10.7 |
| Inventories | 13.7 |
| Property, plant and equipment | 18.9 |
| Customer relationships and similar rights | 13.4 |
| Other intangible assets | 0.4 |
| LIABILITIES | |
| Trade payables | 25.4 |
| Other provisions | 0.3 |
| Liabilities to banks | 23.8 |
| Other liabilities | 11.4 |
| Deferred tax liabilities | 3.3 |
| Net assets | 42.11) |
1) Of which EUR 20.6 million are attributable to minorities.
Measurement of the assets and liabilities of the Zhong Yung Group taken over has not yet been completed. There are no material diff erences between the gross amount and the carrying amount of the receivables. Additional intangible assets (customer relationships and similar rights) which were not recognized in the balance sheet of the company acquired have been accounted for at provisional fi gures, taking tax eff ects into consideration. The multi-period excess earnings method was used to measure customer relationships. On the basis of the fair value of the net assets acquired, the provisional goodwill which cannot be amortized for tax purposes amounts to EUR 14.8 million. In accordance with IFRS 3, this goodwill is not amortized. The goodwill includes an employee base of EUR 0.5 million, which was determined on a cost basis. The remaining goodwill is determined by the growth opportunities arising from the takeover. Through this acquisition, Brenntag has gained access to the world's fastest-growing chemical market and can strengthen its growth strategy in the Asia Pacifi c region.
Since its acquisition by Brenntag, the Zhong Yung Group has generated sales of EUR 19.4 million in 2011 and a profi t after tax of EUR 0.5 million.
The goodwill acquired has developed as follows since the acquisitions:
| in EUR m | G.S. Robins & Company |
Zhong Yung (International) Chemical Ltd. |
|---|---|---|
| COST OF ACQUISITION | ||
| December 31, 2010 | – | – |
| Additions from business combinations | 14.7 | 14.8 |
| Exchange rate differences | – 0.3 | 0.7 |
| Sep. 30, 2011 | 14.4 | 15.5 |
If the business combinations had taken place with eff ect from January 1, 2011, sales of EUR 6,717.5 million would have been shown for the Brenntag Group in the fi rst nine months of 2011. The profi t after tax for the Brenntag Group would have been EUR 205.4 million.
The net cash outfl ow as a result of the business combinations has been determined as follows:
| in EUR m | |
|---|---|
| COST OF ACQUISITION | 68.1 |
| less cash and cash equivalents acquired | 12.5 |
| less non-cash purchase price components | 28.7 |
| less purchase price refunds from business combinations in prior years | 1.7 |
| Purchases of consolidated subsidiaries and other business units | 25.2 |
Currency translation
The euro exchange rates for major currencies developed as follows:
| Closing rate | Average rate | |||
|---|---|---|---|---|
| 1 EUR = currencies | Sep. 30, 2011 | Dec. 31, 2010 | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
| Canadian dollar (CAD) | 1.4105 | 1.3322 | 1.3752 | 1.3615 |
| Swiss franc (CHF) | 1.2170 | 1.2504 | 1.2337 | 1.4002 |
| Chinese Yuan Renminbi (CNY) | 8.6207 | 8.8220 | 9.1378 | 8.9474 |
| Danish crown (DKK) | 7.4417 | 7.4535 | 7.4542 | 7.4448 |
| Pound sterling (GBP) | 0.8667 | 0.8608 | 0.8714 | 0.8573 |
| Polish zloty (PLN) | 4.4050 | 3.9750 | 4.0211 | 4.0043 |
| Swedish crown (SEK) | 9.2580 | 8.9655 | 9.0096 | 9.6484 |
| US dollar (USD) | 1.3503 | 1.3362 | 1.4065 | 1.3145 |
INFORMATION ON THE CONSOLIDATED INCOME STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT
1. Finance income
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
|---|---|---|
| Interest income from third parties | 3.4 | 3.7 |
| Expected income from plan assets | 5.0 | 4.3 |
| Total | 8.4 | 8.0 |
2. Finance costs
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
|---|---|---|
| Interest expense on liabilities to third parties | – 71.1 | – 93.9 |
| Interest expense on liabilities to related parties | – | – 17.0 |
| Expense from the measurement of interest rate swaps and interest caps at fair value |
– 12.4 | – 26.4 |
| Interest cost on the unwinding of discounting for provisions for pensions and similar obligations |
– 6.9 | – 6.5 |
| Interest cost on other provisions | – 1.5 | – 2.3 |
| Interest expense on finance leases | – 1.2 | – 1.4 |
| Total | – 93.1 | – 147.5 |
3. Income taxes
Income taxes include current tax expenses of EUR 98.6 million (9M 2010: current tax expenses of EUR 67.0 million) as well as deferred tax expenses of EUR 12.8 million (9M 2010: deferred tax income of EUR 11.4 million).
The eff ects of changes in the purchase price obligations and liabilities under IAS 32 to minorities which cannot be planned with suffi cient accuracy have not been taken into consideration when determining the expected corporate income tax rate and calculating the income taxes for the reporting period as there will be no tax eff ects therefrom. In the fi rst nine months of 2011, the above eff ects reduced the profi t before tax by EUR 6.2 million with no corresponding reduction in taxes.
4. Earnings per share
The earnings per share of EUR 3.87 (9M 2010: EUR 1.67) are determined by dividing the share in income after tax of EUR 199.3 million (9M 2010: EUR 80.6 million) due to the shareholders of Brenntag AG by the average weighted number of shares in circulation. In the prior period, the 41 million shares resulting from the conversion of the company into a stock corporation on March 11, 2010 were already included from January 1, 2010 in the calculation of the earnings per share. The 10.5 million shares issued as part of the capital increase on March 29, 2010 were taken into consideration on a pro-rata basis in the prior period.
Thus the number of shares in circulation developed as follows:
| Date | No. of shares (unweighted) |
Weighting in days |
No. of shares (weighted) |
|
|---|---|---|---|---|
| Jan. 1, 2010 | 41,000,000 | 273 | 41,000,000 | |
| Capital increase through the issuance of new shares | Mar. 29, 2010 | 10,500,000 | 186 | 7,153,846 |
| Sep. 30, 2010 | 51,500,000 | 48,153,846 | ||
| Sep. 30, 2011 | 51,500,000 | 273 | 51,500,000 |
5. Financial liabilities
| in EUR m | Sep. 30, 2011 | Dec. 31, 2010 |
|---|---|---|
| Liabilities under syndicated loan | 1,152.6 | 1,482.0 |
| Bond | 396.4 | – |
| Other liabilities to banks | 256.4 | 235.7 |
| Liabilities under finance leases | 18.8 | 19.8 |
| Derivative financial instruments | 8.7 | 28.5 |
| Other financial liabilities | 22.3 | 17.8 |
| Financial liabilities as per balance sheet | 1,855.2 | 1,783.8 |
| Cash and cash equivalents | 481.6 | 362.9 |
| Net financial liabilities | 1,373.6 | 1,420.9 |
On June 27, 2011, Brenntag signed a new loan agreement with a syndicate of international banks which completely replaced the existing syndicated loan. It was paid out on July 19, 2011. The syndicated bullet loan matures in July 2016 and is divided into diff erent tranches with diff erent currencies. While some of our subsidiaries are direct borrowers under the loan, others obtain their fi nancing from intra-Group loans. Major Group companies are liable for the debt under the syndicated loan.
Parallel to the payout of the syndicated loan, in July 2011 we also successfully placed a bond with a volume of EUR 400 million, maturing in mid-2018 with institutional investors. At an issue price of 99.321 %, the bond bears a coupon of 5.50 % with interest paid annually. The bond was issued by our Group company, Brenntag Finance B.V., Amsterdam, Netherlands, and is guaranteed by Brenntag AG and other Brenntag companies. In view of the identical network of guarantors, the bond has the same ranking as the syndicated loan.
Of the other liabilities to banks, EUR 175.4 million (December 31, 2010: EUR 176.7 million) is owed to banks by the consolidated Irish special purpose entity, Brenntag Funding Ltd., Dublin.
6. Other provisions
Other provisions break down as follows:
| in EUR m | Sep. 30, 2011 | Dec. 31, 2010 |
|---|---|---|
| Environmental provisions | 124.3 | 124.0 |
| Provisions for personnel expenses | 18.7 | 17.7 |
| Miscellaneous provisions | 57.2 | 50.4 |
| Total | 200.2 | 192.1 |
7. Purchase price obligations and liabilities under IAS 32 to minorities
The purchase price obligations and liabilities under IAS 32 to minorities break down as follows:
| in EUR m | Sep. 30, 2011 | Dec. 31, 2010 |
|---|---|---|
| Purchase price obligation for final purchase price payment of first tranche of Zhong Yung (51 %) |
10.8 | – |
| Purchase price obligation for second tranche of Zhong Yung (49 %) | 67.9 | – |
| Liabilities under IAS 32 to minorities | 1.5 | 2.0 |
| Total | 80.2 | 2.0 |
The purchase price obligation for the second tranche of Zhong Yung (49 %) is a liability arising from the obligation to purchase the remaining shares in Zhong Yung (International) Chemical Ltd. in 2016.
In accordance with IAS 32, on initial recognition at the end of August the purchase price expected to be paid for the remaining shares in 2016 was to be recognized as a liability in equity at its present value. On subsequent measure ment, any diff erence resulting from unwinding of discounting, changes in the estimate of the future purchase price and changes in the Euro/Renminbi exchange rate on the reporting date is recognized in profi t or loss.
The expenses arising from the changes in the purchase price obligations and liabilities under IAS 32 to minorities break down as follows:
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
|---|---|---|
| Effect of unwinding of discounting | – 0.4 | – |
| Result from measurement of the purchase price obligations at the exchange rate on the reporting date |
– 5.0 | – |
| Change in liabilities under IAS 32 to minorities | – 0.8 | – 1.0 |
| Total | – 6.2 | – 1.0 |
8. Equity
As proposed by the Board of Management and Supervisory Board, on June 22, 2011 the ordinary general shareholders' meeting of Brenntag AG approved the distribution of a dividend of EUR 72,100,000.00. That is a dividend of EUR 1.40 per no-par-value share entitled to dividend.
The initial recognition of the obligation to purchase the remaining shares in Zhong Yung (International) Chemical Ltd. in the amount of EUR 63.2 million has correspondingly reduced the equity of the Group.
At the end of July 2011, Brenntag acquired the remaining shares in Brenntag Polska Sp. z o.o., Poland, and European Polymers and Chemical Distribution BVBA, Belgium. The purchase price payment to the previous minority shareholders of EUR 25.1 million has correspondingly reduced the equity of the Group.
9. Information on the cash fl ow statement
The net cash infl ow from operating activities amounting to EUR 215.0 million was infl uenced by cash outfl ows in connection with the increase in working capital of EUR 104.8 million.
The rise in working capital is made up of changes in inventories, gross receivables and trade payables as well as write-downs on trade receivables and inventories as follows:
| in EUR m | Jan. 1 – Sep. 30, 2011 |
Jan. 1 – Sep. 30, 2010 |
|---|---|---|
| Increase in inventories | – 37.4 | – 85.7 |
| Increase in gross trade receivables | – 188.0 | – 223.3 |
| Increase in trade payables | 120.0 | 136.2 |
| Write-downs on gross trade receivables and on inventories 1) | 0.6 | 1.9 |
| Change in working capital 2) | – 104.8 | – 170.9 |
1) Shown within other non-cash items.
2) Adjusted for exchange rate differences and first-time consolidations.
The annualized working capital turnover rate1) fell from 10.4 in the fi rst nine months of 2010 to 9.4 in the reporting period. One of the reasons for this is that the acquired EAC Group's turnover rate is below the Group average due to the higher proportion of specialty chemicals in its business.
The repayments of borrowings include the repayment of the old syndicated loan amounting to EUR 1,437.3 million; the proceeds from borrowings include the infl ow of funds amounting to EUR 1,532.0 million under the new syndicated loan and the bond issued on July 19, 2011.
Mülheim an der Ruhr, November 8, 2011
Brenntag AG THE BOARD OF MANAGEMENT
Steven Holland Jürgen Buchsteiner William Fidler
1) Ratio of annual sales to average working capital; annual sales is defined as the sales for the first nine months projected onto the full year (sales for the first nine months divided by three and multiplied by four); average working capital is defined for the first nine months as the mean average of the values for working capital at the following four times: at the beginning of the year as well as at the end of the first, second and third quarters.
REVIEW REPORT
TO BRENNTAG AG, MÜLHEIM AN DER RUHR
We have reviewed the condensed consolidated interim fi nancial statements – comprising the statement of fi nancial position, income statement and statement of comprehensive income, cash fl ow statement, statement of changes in equity and selected explanatory notes – and the interim group management report of Brenntag AG, Mülheim an der Ruhr, for the period from January 1, 2011 to September 30, 2011 which are part of the quarterly fi nancial report pursuant to § (Article) 37x Abs. (paragraph) 3 WpHG ("Wertpapierhandelsgesetz": German Securities TradingAct). The preparation of the condensed consolidated interim fi nancial statements in accordance with the IFRS applicable to interim fi nancial reporting as adopted by the EU and of the interim group management report in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports is the responsibility of the parent Company's Board of Managing Directors. Our responsibility is to issue a review report on the condensed consolidated interim fi nancial statements and on the interim group management report based on our review.
We conducted our review of the condensed consolidated interim fi nancial statements and the interim group manage ment report in accordance with German generally accepted standards for the review of fi nancial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW) and additionally observed the International Standard on Review Engagements "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE 2410). Those standards require that we plan and perform the review so that we can preclude through critical evaluation, with moderate assurance, that the condensed consolidated interim fi nancial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim fi nancial reporting as adopted by the EU and that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities TradingAct applicable to interim group management reports. A review is limited primarily to inquiries of company personneland analytical procedures and therefore does not provide the assurance attainable in a fi nancial statement audit. Since, in accordance with our engagement, we have not performed a fi nancial statement audit, we cannot express an audit opinion.
Based on our review, no matters have come to our attention that cause us to presume that the condensed consolidated interim fi nancial statements have not been prepared, in all material respects, in accordance with the IFRS applicable to interim fi nancial reporting as adopted by the EU nor that the interim group management report has not been prepared, in all material respects, in accordance with the provisions of the German Securities Trading Act applicable to interim group management reports.
Düsseldorf, November 8, 2011
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
Klaus-Dieter Ruske Frank Hübner Wirtschaftsprüfer (German Public Auditor)
Wirtschaftsprüfer (German Public Auditor)
FINANCIAL CALENDAR
| November 10, 2011 | Interim Report Q3 2011 |
|---|---|
| November 21, 2011 | Bank of America Business Services Conference, London |
| November 29 – 30, 2011 | Berenberg Conference, London |
| December 6 – 7, 2011 | Credit Suisse Business Services West Coast Conference, San Francisco |
| March 21, 2012 | Release of 2011 Annual Report |
| May 9, 2012 | Interim Report Q1 2012 |
| June 20, 2012 | Annual General Meeting, Düsseldorf |
| August 8, 2012 | Interim Report Q2 2012 |
| November 7, 2012 | Interim Report Q3 2012 |
IMPRINT AND CONTACT
Issuer
Brenntag AG Stinnes-Platz 1 D - 45472 Mülheim an der Ruhr Phone: + 49 (0) 208 7828 0 Fax: + 49 (0) 208 7828 698 E-mail: [email protected]
Contact
For information on Investor Relations please contact: Georg Müller, Stefanie Steiner, Diana Alester E-mail: [email protected] Phone: + 49 (0) 208 7828 7653
Concept and design
HGB Hamburger Geschäftsberichte GmbH & Co. KG, Hamburg
Woeste Druck + Verlag GmbH & Co. KG, Essen-Kettwig
Text
Brenntag AG, Mülheim an der Ruhr
Information on the Interim Report
This translation is only a convenience translation. In case of any differences only the German version is binding.
Information on rounding
Due to the commercial rounding minor differences may occur when using rounded amounts or rounded percentages.
Disclaimer
This report contains forward-looking statements. The words "anticipate", "assume", "believe", "estimate", "expect", "intend" , "plan", "project", "may", "should" and similar expressions are used to identify forward-looking statements. Forward-looking statements are statements that are not historical facts; instead they reflect our current views and expectations and the assumptions underlying them about future events.
These forward-looking statements are subject to many risks and uncertainties, including a lack of further improvement or a renewed deterioration of global economic conditions, in particular a renewed decline of consumer demand and investment activities in Western Europe for the United States, a down-turn in major Asian economies, a continuation of the tense situation in the credit and financial markets and other risks and uncertainties.
If any of these risks and uncertainties materialize or if the assumptions underlying any of our forward-looking statements are proving to be incorrect, our actual results may be materially different from those expressed or implied by such forward-looking statements. We do not intend or assume any obligation to update these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made.
Brenntag AG
Stinnes-Platz 1 45472 Mülheim an der Ruhr Germany
Phone: + 49 (0) 208 7828 7653 Fax: + 49 (0) 208 7828 7755 E-mail: [email protected]