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D'Ieteren Group

Earnings Release Sep 9, 2024

3937_ir_2024-09-09_d832ba69-4311-4fef-8348-a0e03b220ef9.pdf

Earnings Release

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2024 Half-Year results Solid performance from the Group

Half-year 2024 highlights

D'leteren Group pursued its growth path during the first semester, driven mostly by steady growth of D'leteren Automotive, PHE and TVH. The Group's key performance indicator (KPI) - the adjusted profit before tax, Group's share1 - reached €585.5m, up by 6.4% compared to H1-2023 (€550.2m, with Belron at 50.3%).

  • · Belron's adjusted profit before tax, Group's share- reached €282.0m (-2.1% Yo'), reflecting a 6.7% top-line growth, supported by double digit growth in the Eurozone, an adjusted operating margin- of 21.2%, and additional financial charges.
  • D'leteren Automotive grew its adjusted profit before tax, Group's share' by €6.4m (+4.5% YoY), reflecting a 4.8% sales growth largely driven by market share gains, a continued favourable pace of deliveries, and a slightly improved adjusted operating margin2 of 5.5% (H1-2023: 5.4%). The Belgian new car market² declined by 0.9% YoY in H1-2024.
  • PHE saw its adjusted profit before tax, Group's share4 increasing by 8.2% YoY to €54.1m, driven by a solid topline growth of 7.0% YoY highlighting market share gains in a context of declining inflation, as well as stable adjusted operating margin1.
  • · TVH posted a 48.0% YoY improvement in its adjusted profit before tax, Group's share¹ of €17.7m. The H1-2023 financials had been negatively affected by last year's cyberattack. This year, TVH saw a sales growth of 6.8% and an improved adjusted operating margin? of 16.8% from 13.4% in H1-2023, further supported by strict cost containment.
  • Moleskine was impacted in the US by the Q1-2024 prolonged effect of adverse policies at some e-commerce platforms and order timing from large wholesale account, while recording growth in its strategic direct-tocustomer channels. Adjusted profit before tax, Group's share1 declined to -€7.1m from -€4.6m in H1-2023. Revenues for H1-2024 declined by -8.0% YoY, while adjusted operating result4 reflected negative operating leverage.
  • · Corporate & Unallocated (including corporate and real estate activities) reported an adjusted profit before tax, Group's share of €22.0m compared to €8.6m in H1-2023, largely thanks to financial income. The net cash position? of the segment at the end of June 2024 stands at €1,059.0m (€786.6m excluding inter-segment loans).
  • · Free cash flow® Group's share- improved significantly to €540.0m. This strong cash generation is primarily driven by Belron, D'leteren Automotive, PHE and TVH.

Outlook 2024

For 2024, D'leteren Group confirms its guidance of a mid- to high- single-digit growth YoY in its adjusted profit before tax, Group's share. This improvement is expected to be driven by the continued growth from the businesses, and assumes no further escalation in geopolitical tensions nor other major unforeseen events.

It assumes foreign exchange rates that are in line with the rates that prevailed on December 31%, 2023 and a 50.3% economic interest in Belron for both periods.

The comparative adjusted profit before tax, Group's share figure for 2023 is €962.4m.

This will be driven by the following financial performances from the portfolio companies:

  • Belron
    • o Belron expects a mid- to high single-digit organic sales growth driven by price / mix, increased ADAS recalibration penetration, low single digit volume growth and a normalised inflation rate.
    • o Top-line trends, productivity improvements, transformation efficiency gains and lower costs related to the transformation programme should lead to a continued adjusted operating result margin improvement versus 2023 (20.5% in 2023), on track to reach the 23% 2025 ambition. Costs related to the transformation programme should amount to around €90m, of which c.€35m in adjusting items² (2023: €124.1m of which €57.0m in adjusting items+).
    • Free cash flow is expected to remain at high levels. C
  • D'leteren Automotive
    • The Belgian market is now expected to slightly decline compared to 2023, at 460,000 new registrations (versus gross registrations of 476,675 in 2023).
    • o After a record 2023, D'leteren Automotive's sales are expected to be broadly flat versus 2023.
    • o Adjusted operating result margin- is expected to slightly increase versus 4.2% reported in 2023, supported by the sales mix.
    • o Free cash flow is expected to improve further from 2023 level of €139.2m.
  • PHF
    • o PHE expects a mid-single digit organic sales growth5 driven by market share gains and a normalised pricing environment.
    • Adjusted operating result margin1 is expected to remain stable compared to 2023 (9.1%) as higher sales 0 might be fully offset by some variable costs inflation.
    • o Non-controlling interests related to some of PHE's acquisitions should represent around €10m of PHE's adjusted profit before tax, Group's share4 (€8.9m in 2023).
  • TVH
    • o due to the cyberattack in 2023, partly offset by a normalised inflationary environment and a slower activity level.
    • o For the same reasons, together with tight cost management, adjusted operating result margin- is expected to improve by around 150bps versus 2023 (13.6%).
    • o Free cash flow generation is expected to remain strong, though somewhat lower than the €85.6m generated in 2023, due to growth-related investments.
  • Moleskine
    • o Sales are expected to grow by a mid- to high- single-digit percentage compared to 2023, skewed towards the second half of the year.
    • o Adjusted operating result margin2 should slightly increase versus 2023.

Monday 9 September 2024 – 5:45pm ĈET

Key developments in H1-24

  • · In January 2024, PHE refinanced its outstanding bonds with a €960m TLB, 7-year maturity.
  • In June 2024, UBS submitted an offer to all investors in the Supply Chain Finance Fund managed by Credit Suisse/UBS. The Group decided to accept the offer and recovered €79.7m on its outstanding investment in August 2024, leading to an additional impairment charge of €15.1m in 2024.
  • · D'leteren Group held a PHE Day at the end of June 2024, which has been an opportunity for investors and analysts to meet PHE's management and to learn more about PHE's operations at its state-of-the-art logistic centre Logisteo (Réau, France).
  • In H1-2024, following the impairment test performed on Moleskine, the Group accounted for a net of tax . impairment charge of -€131.4m.
  • · D'leteren Group will hold an Investor Day on May 14th, 2025, where the management of the businesses will be able to present their mid-term strategies. More details will follow.

Group Summary

Consolidated sales under IFRS amounted to €4,303.0m (+5.3% YoY). This figure excludes Belron and TVH. Sales, Group's share1 amounted to €6,292.0m (+5.8% YoY) with Belron at 50.3% and TVH at 40% for both periods.

The consolidated profit before tax under IFRS reached €205.6m in H1-2023) due to a net of tax impairment charge on Moleskine of -€131.4m (see APMs for more details). The key performance indicator, the adjusted consolidated profit before tax, Group's share¹, amounted to €585.5m, an increase of 6.4% over H1-2023.

Monday 9 September 2024 - 5:45pm CET

Evolution of the adjusted consolidated profit before tax, Group's share2 (€m)

The Group's share in the net result equalled €166.6m (€285.9m in H1-2023). The adjusted net profit, Group's share}, reached €424.5m (50.3% stake in Belron and 40% stake in TVH) compared to €381.4m (50.07% stake in Belron and 40% stake in TVH) in H1-2023.

The net cash position? of "Corporate & Unallocated" at the end of June 2024 amounted to €1,059.0m (€786.6m excluding inter-segment loans) compared to €1,188.3m at the end of December 2023 and €934.9m at the end of June 2023.

REGUI ATED INFORMATION

Monday 9 September 2024 – 5:45pm ĈET

Belron

H1-2023 H1-2024
APM (non-GAAP measures) APM (non-GAAP measures)
€m Adjusted items Adjusting items Total Adjusted items Adjusting items Total % change
adjusted
items
% change
total
VGRR prime jobs (in million) 6.7 6.7 0.4%
External sales 3.074.3 3.074.3 3.280.0 3.280.0 6.7% 6.7%
Operating result 673.3 -82.4 590.9 695.9 -71.97 624.0 3.4% 5.6%
Net finance costs -100.8 -2.2 -103.0 -136.1 -3.3 -139.4 35.0% 35.3%
Result before tax (PBT) 572.8 -84.6 488.2 560.6 -75.2 485.4 -2.1% -0.6%
Adjusted PBT, group's share' (@ 50.30%) 288.1 282.0 -2.1%

Sales

Belron's total sales (at 100%) increased by 6.7% to €3,280.0m in H1-2024. The increase in sales is comprised of 5.9% organic 8 growth, contribution from acquisitions of 0.7% and a positive currency effect of 0.1%.

Sales growth was driven by a favourable price / mix effect and a positive contribution revenues (penetration rate of 41.3%) and increased sales from value-added products and services (VAPS) (attachment rate of 24.0%). Total prime jobs increased by 0.4% YoY, affected in the US by the mild weather conditions and an increase in claims avoidance due to the past significant increase in insurance premia.

Organic growth in North America (56% of total) was flat, with volumes slightly down YoY. The Eurozone (31% of total) showed a 16.9% organic® growth, driven by winter weather, increased mobility, higher levels of capacity in key markets and strong price/mix benefit, and it was 9.2% in the Rest of World (13% of total).

Results

The operating result (at 100%) for the half year increased by 5.6% YoY to €624.0m and the adjusted operating resultimproved by 3.4% to €695.9m. The group-wide transformation programme incurred costs of €42.4m in H1-2024 of which €8.3m of adjusting items-related to system integrators fees (H1-2023: €66.3m costs of which €28.8m in adjusting items1).

Adjusted operating result1 margin was at 21.2% compared to 21.9% in H1-2023. This is mainly the result of the lower volume months in the US while technician capacity was available, and increased marketing expenses across the globe aimed at stimulating demand ahead of the summer peak. A series of precise actions are being under to increase profitability.

Adjusting items at the level of the operating result totalled -€71.9m of fees to system integrators (see details in the APMs section).

The profit before tax came in at €485.4m in H1-2024 (€488.2m in H1-2023) and the adjusted profit before tax, Group's share- reached €282.0m (-2.1% YoY) on a comparable basis (assuming 50.3% stake in H1-2023) due to higher interest charges resulting from the issuance of new debt in April 2023.

Net debt and free cash flow

The free cash flow (after tax) amounted to €363.2m (€409.0m in H1-2023). The free cash flow YoY evolution is explained by higher cash interests related to the issuance of new debt in April 2023, higher cash outflow from adjusting items] (part of which relating to fees from system integrators as part of the transformation program).

Belron's net financial debt3 reached €4,528.4m (100%) at the end of June 2024. This compares with €4,689.8m at the end of December 2023. The decrease of -€161.4m compared to December 2023 is mainly explained by a €363.2m free cash-flow generation partially offset by adverse foreign exchange impact on cash and external debt (-€90.3m), and the effect of change in lease liabilities.

Monday 9 September 2024 - 5:45pm CET

Belron's Senior Secured Net Leverage Ratio (Senior Secured indebtedess)/proforma EBITDA post-IFRS 164 multiple) reached 2.8x at the end of June 2024 compared to 2.95x at the end of December 2023.

Sustainability

Belron continues to maintain a 97% vehicle glass waste recycling rate as of the end of H1-2024 driven by strong stable performance by nearly all businesses around the world. Over the same period, Belron has reduced waste volume to landfill from 49% (at end of 2023) to 46% at the end of H1 2024.

Progress continues to be made on scope 1 and 2 emission activities, including France successfully delivering the roll of electric vehicles (EVs) across its technician fleet. Belron has also continued to make progress with the purchase of renewable electricity and is on track to exceed the 42% figure achieved in 2023. In addition it is engaging with key suppliers in relation to its scope 3 emissions.

Monday 9 September 2024 – 5:45pm ĈET

D'Ieteren Automotive

H1-2023 H1-2024
€m APM (non-GAAP measures) APM (non-GAAP measures) % change
Adjusted items Adjusting items Total Adjusted items Adjusting items Total adjusted
items
% change
total
New vehicles delivered (in units) - 66,362 68,168 2.7%
External sales 2.731.5 2,731.5 2.863.0 2,863.0 4.8% 4.8%
Operating result 146.6 -8.2 138.4 157.8 -35.6 122.2 7.6% -11-7%
Net finance costs -6.3 -6.3 -8.0 0.3 -1.1 27.0% 22.2%
Result before tax (PBT) 141.5 -8.2 133.3 148.7 -35.3 113.4 5.1% -14.9%
Adjusted PBT, group's share' 143.2 149.6 4.5%

Market and deliveries

The Belgian new car market slightly declined in the first half 2023 was positively impacted by the change in fiscal regulation for hybrid vehicles as from July 1* 2023. Excluding de-registrations within 30 days, the number of Belgian new car registrations decreased by 0.9% YoY in the first half of 2024 to 256,854 units. The business segment's share in new car sales declined to 61.2% of total new car registrations (including self-employed). New energy share in the market mix continued to increase as well from 44.1% in H1-2024. D'leteren Automotive remains the leader in full electric vehicles in Belgium with a 20.8% market share.

D'leteren Automotive's overall net market share increased by 97bps YoY to 23.8%. This was mainly driven by the Audi and Skoda brands.

Commercial vehicles' gross registrations declined by -1.0% YoY. D'leteren Automotive's market share increased to 13.2% (+283bps) in the segment.

The total number of new vehicles, including commercial vehicles, delivered by D'Ieteren Automotive in H1-2024 reached 68,168 units (+2.7% YoY). Given the sustained pace of deliveries in H1-2024, the order book at end-June 2024 normalised, at around 33,000 vehicles.

Sales

In this context, D'leteren Automotive's external sales increased by 4.8% to €2,863.0m supported mainly by volumes, as well as price / mix and other mobility services:

  • New vehicles sales increased by 5.4% to €2,353.9m .
  • · Used cars sales decreased -8.2% YoY to €201.9m
  • Spare parts and accessories sales gained 16.1%, reaching €185.1m
  • · Revenues from after-sales activities amounted to €42.5m (+18.4% YoY)
  • · Other revenues from new or developing activities related to mobility slightly decreased to €79.6m (-3.7% YoY).

Results

The operating result reached €122.2m (-11.7% YoY) and the adjusted operating result2 (€157.8m) increased by 7.6% leading to an adjusted operating result margin-increase to 5.5% (from 5.4% in H1-2023). This evolution was largely driven by the sales mix.

Adjusting items-in operating result were at -€ 35.6m, primarily related to the cash-settled share-based payment expense recognised as part of the Long-Term Incentive Plan (LTP) put in place in April 2021 amounting to -€29.0m (-€7.3m in the prior period) (see details in the APMs section).

The profit before tax reached €113.4m (-14.9% YoY) or €148.7m (+5.1%) excluding adjusting items².

The adjusted profit before tax, Group's share}, improved by 4.5% to €149.6m. The contribution of the equity accounted entities amounted to -€0.7m (€2.4m in H1-23).

Monday 9 September 2024 – 5:45pm ĈET

Net debt and free cash flow

The free cash flow (after tax) equalled €228.3m in H1-2024 compared to -€21.2m in H1-2023. The significant YoY increase mainly reflects:

  • a significant cash inflow from working capital versus an outflow in H1-2023, as last year saw increased inventory with an acceleration in deliveries from the factories and improved payables;
  • · a decline in capital expenditures versus last year's investments in Poppy's fleet;
  • · less acquisitions spend (H1-2023 saw the acquisitions of Jennes and Lucien stores); and
  • · better operational results (adjusted4 EBITDA +11.2% YoY).

D'leteren Automotive's net financial debt? decreased from €250.0m at the end of December 2023 to €83.0m at the end of June 2024. The decline since December 2023 is related to the strong free cash flow® generation, partially offset by the dividend paid to the Corporate and unallocated segment (-€42.2m paid in H1-2024, being the first tranche of the total dividend declared; the second tranche will be paid in H2 2024). D'leteren Automotive's leverage ratio net debt® / LTM adjusted EBITDA4 was at 0.4x at the end of June 2024.

Sustainability

D'leteren Automotive obtained a gold medal (74/100) from Ecovadis for its overall approach to sustainability, rewarding its performance in terms of environment, working conditions, ethics and responsible sourcing. D'leteren Automotive submitted its carbon emission targets to SBTi. This commitment includes a near-term target to reduce the company's greenhouse gas emissions (scope 1,2,3) by at least 42% by 2030 (with a 2023 base year) and a long-term target to achieve net zero emissions across its value chain by 2050. To reach these targets, D'leteren Automotive started implementing Project Zero, its strategic plan that sets out the key actions to be taken, namely the mass electrification of vehicles sold, investment in low-carbon mobility activities and increasing the life cycle of lowpolluting vehicles.

PHE

NB: The figures presented below represent D'Ieteren Group's PHE segment, composed of PHE operating company and PHE's holding company.

H1-2023
APM (non-GAAP measures)
H1-2024
APM (non-GAAP measures)
€m Adjusted items Adjusting items Total Adjusted items Adjusting items Total % change
adjusted
items
% change
total
External sales 1.296.4 1.296.4 1.387.1 1,387.1 7.0% 7.0%
Operating result 123.8 -35.3 88.5 132.4 -33.6 98.8 6.9% 11.6%
Net finance costs -41.7 0.7 -41.0 -44.2 -0.5 -44.7 6.0% 9.0%
Result before tax (PBT) 82.2 -34.6 47.6 88.2 -34.1 54.1 7.3% 13.7%
Adjusted PBT, group's share' 78.0 84.4 8.2%

Sales

PHE's H1-2024 total sales, were at €1,387.1m (+7.0% versus H1-2023). This strong performance comprises a 4.2% organic growth and 2.8% from acquisitions.

France (64.9% of total) showed a 3.7% organic growth® activities' (35.1% of total) organic growth was 5.3%, highlighting market share gains in a context of declining inflation.

Results

Operating result for H1-2024 stood at €98.8m. The adjusted operating result1 came in at €132.4m, representing a strong adjusted operating margin-of 9.5%, in line with H1-2023. This performance is resulting from the positive top-line developments, profitability improvement in international activities, as well as cost containment initiatives in the context of remaining cost inflationary pressure (mainly personnel and building rental costs).

Adjusting items were at -€ 33.6m at the operating result level (see details in the APMs section), primarily reflecting the amortisation of customer relationships recognised as intangibles (€12.9m) following the purchase price allocation finalised by the Group and the cash-settled share-based payment expense of -£14.1m.

The profit before tax reached €54.1m and the adjusted profit before tax, Group's share1 amounted to €84.4m (+8.2% YoY).

Net debt and free cash flow

Free cash flow for PHE segment after acquisitions was at €116.4m, driven by:

  • · strong operational results; and
  • a working capital reduction related to +€89.8m of non-recourse factoring reserve drawdown.

These elements were partly offset by:

  • · higher cash interests paid of -€52.6m versus -€40.4m in H1-2023; and
  • · slightly higher capital expenditures (1.8% of sales).

Net financial debt according to D'leteren Group's definition amounts to €1,093.8.0m at the end of June 2024, compared to €1,195.6m at the end of December 2023. This decrease is mainly attributable to the free cash flow® generation. This definition does not include the put options granted to non-controlling minority interests in some of PHE's direct and indirect subsidiaries and the put options granted to minority investors (including management and several partners and independent distributors), who invested alongside D'leteren Group in the holding company of PHE, up to a combined ownership of c.9%. The leverage ratio net financial debt? / EBITDA4 (post-FRS 16), according to lenders' definition, was 3.2x at the end of June 2024, down from 3.6x at the end of 2023.

PRESS RELEASE: 2024 HALF-YEAR RESULTS Regulated Information

Monday 9 September 2024 – 5:45pm CET

Sustainability

With the arrival of its new Environmental Director, PHE started paving the environmental approach starting with a phased measurement of its carbon footprint and a new assessment of its financial risks and opportunities related to climate change. The company completed its double materiality assessment, involving key stakeholders, as part of a process aimed to prepare for a CSRD-aligned ESG reporting. The results of this assessment will be used to define the priorities of a new integrated sustainability strategy.

Monday 9 September 2024 – 5:45pm ĈET

TVH

H1-2023
APM (non-GAAP measures)
H1-2024
APM (non-GAAP measures)
€m Adjusted items Adjusting items Total Adjusted items Adjusting items Total % change
adjusted
items
% change
total
External sales 794.0 794.0 848.0 848.0 6.8% 6.8%
Operating result 106.1 -53.3 52.8 142.6 -52.0 90.6 34.4% 71.6%
Net finance costs -13.9 -6.1 -20.0 -6.2 0.2 -6.0 -55.4% -70.0%
Result before tax (PBT) 92.2 -59.4 32.8 136.4 -51.8 84.6 47.9% 157.9%
Adjusted PBT, group's share' 36.9 54.6 48.0%

Sales

TVH posted total sales (at 100%) of €848.0m in H1-2024, which represents a 6.8% YoY growth, of which 6.5% organic3, 0.3% external and 0.0% related to currency translation impact. Sales growth was largely from last year's cyberattack. Underlying activity levels in H1-2024 have been faced with a softer market environment resulting in slower growth.

Results

Operating result (at 100%) stood at €90.6m, and adjusted operating result' at €142.6m (+34.4% YoY), representing an adjusted operating margin- of 16.8% from 13.4% in H1-2023, thanks to the revenue growth and strict containment efforts in operating expenses, as well as a €4.1m insurance payment following the cyberattack in 2023.

There were c.€18m total costs related to the IT and business transformation programme Innovatis, primarily related to various new software solutions that are being implemented. €6.4m of these costs relate to system integrators fees and were reported as adjusting items1.

Adjusting items at the operating result level totalled -€52.0m (see details in the APMs section), primarily related to the purchase price allocation finalised in the second half of 2022. It also includes the -€ 6.4m of fees to system integrators from the Innovatis programme as stated above.

The profit before tax reached €84.6m in H1-2024 and the adjusted profit before tax, Group's share amounted to €54.6m, a 48.0% increase compared to the same period last year, also helped by an improved financial result driven by exchange gains.

Net debt and free cash flow

Free cash flow® generation improved compared to the same period last year, from -€18.7m in H1-2024. This evolution was mainly driven by a strong improvement in operational results (adjusted EBTTDA +31.4% YoY), lower cash taxes, lower capital expenditures at 3.4% of sales. These elements were partly offset by a higher acquisitions spend (notably in Turkey).

TVH net financial debt? (100%) was at €832.3m at the end of June 2024 from €802.3m at the end of December 2023. The slight increase compared to December 2023 is mainly explained by the dividend paid (€73.0m, of which €29.2 to the Corporate & unallocated segment), partially compensated by the free cash-flow generated over the period. The leverage ratio net financial debt? / LTM adjusted EBITDA4 was at 2.8x versus 3.1x at the end of 2023.

Sustainability

TVH has formalized its environmental commitment by approving its Environmental Charter outlines key goals, including:

  • · Expanding solar PV capacity to 11 MWp by 2028 (from ~6 MWp in 2023). Significant progress has been made, with 10.3 MWp already commissioned or planned by 2026.
  • · Transitioning to 95% green purchased electricity by 2026.
  • · Reducing absolute scope 1 and 2 emissions by 57% by 2030 (from a 2023 baseline).

Monday 9 September 2024 - 5:45pm CET

On the social side, TVH approved its Global Health & Safety Roadmap which aims to enhance safety performance through several key initiatives: strengthening the safety organization, refining KPI reporting, implementing "lifesaving rules," and targeting a 30% reduction in frequency and severity rates by the company continued to promote diversity, equity and inclusion (DEI) through various initiatives.

TVH´s supply chain engagement progressed with the approval of a Sustainable Sourcing Policy, including a series of sustainable sourcing questions to ask when meeting with suppliers.

Monday 9 September 2024 – 5:45pm ĈET

Moleskine

H1-2023
APM (non-GAAP measures)
H1-2024
APM (non-GAAP measures)
€m Adjusted items Adjusting items Total Adjusted items Adjusting items Total % change
adjusted
items
% change
total
External sales 57.5 57.5 52.9 52.9 -8.0% -8.0%
Operating result 6.5 -1.2 5.3 2.2 -163.1 -160.9 -66.2%
Net finance costs -11.1 -11.1 -9 4 -9.4 -15.3% -15.3%
Result before tax (PBT) -4.6 -1.2 -5.8 -7.2 -163.1 -170.3
Adjusted PBT, group's share' -4.6 -7.1

Sales

Moleskine's sales declined by -8.0% YoY in H1-2024 to €52.9m. Currency impact was insignificant on the period.

Sales evolution by region:

  • EMEA (47% of total): declined by -2.7% YoY, primarily due to the temporary decline in retail (driven by flagship store relocation), partially compensated by a strong growth in e-commerce.
  • Americas (43% of total): declined by -13.3% YoY, attributable to the Q1-2024 prolonged effect of adverse policies at some e-commerce platforms and soft corporate gifting market. This was partially compensated by a strong growth in retail.
  • · APAC (10% of total): declined by -7.0% YoY, also attributable to a negative development in the wholesale and B2B channels. This was partially compensated by a strong growth in direct channels.

Results

Operating result decreased from €5.3m in H1-2023 to -€160.9m in H1-2024 due to an impairment charge booked following the impairment test. Adjusted operating results stood at €2.2m, reflecting leverage and some front-loaded brand campaign costs, leading to an adjusted operating margin3 at 4.2%.

Adjusting items- at the operating result level amounted to -€163.1m in H1-2024 as following the impairment test performed on Moleskine, the Group accounted for a net of tax impairment charge of -€131.4m (see more details in the APMs section).

The profit before tax amounted to -€170.3m from -€5.8m and the adjusted profit before tax, Group's share'stood at -€7.1m, down from -€4.6m in H1-2023.

Net debt and free cash flow

Free cash flow® declined from €5.9m in H1-2023 to €8.1m in H1-2024 as a result of the decline in adjusted EBITDA4 €9.6m cash interests paid to the Corporate & unallocated segment financing in 2024 (versus none in H1-2023) as well as the cash payout of €1.9m related to an adjusting provision from last year. Excluding that outflow, trading cash conversion (defined as trading cash flow / adjusted- EBITDA) was above 80%.

Moleskine's net financial debt1 reached €279.3m (of which €272.4m of inter-segment financing), compared to €269.3m (of which €272.4m of inter-segment financing) at the end of December 2023. The increase is essentially attributable to the negative cash flow generation.

Sustainability

Moleskine continued to implement its sustainable roadmap with a focus on recycling. In particular, as part of its waste elimination plan, Moleskine initiated new collaborations with external partners for the recycling of nonsaleable products and launched new upcycled limited edition products. The first half of the year was also characterised by the implementation of substantial plans aimed to comply with EU regulations including the Corporate Sustainability Reporting Directive (CSRD) and the European Union Deforestation Regulation (EUDR),

Monday 9 September 2024 – 5:45pm ĈET

Corporate and unallocated

H1-2023 H1-2024
€m APM (non-GAAP measures) APM (non-GAAP measures) % change
Adjusted items Adjusting items Total Adjusted items Adjusting items Total adjusted
items
% change
total
Operating result -5.1 -3.0 -8.1 -25 -2.7 -5.2
Net finance costs 13.7 13.7 24.5 -15.1 9.4 78.8% -31.4%
Result before tax (PBT) 8.6 -3.0 5.6 22.0 -17.8 4.2 155.8%
Adjusted PBT, group's share' 8.6 1 22.0 155.8%

Results

The segment "Corporate and Unallocated" mainly includes the Corporate and Real Estate activities (D'leteren Immo S.A.). The adjusted operating result- improved from -€5.1m in H1-2024. This is primarily due to higher management fees.

The H1-2024 reported operating result includes -€2.7m of adjusting to the equity-settled sharebased payment scheme (see details in the APMs section).

Net finance income evolution (+78.8% on an adjusted basis) is notably related to the higher return on cash. Adjusting items- at the level of finance costs includes an impairment charge of -€15.1m in 2024 related to the investment in Crédit Suisse's Supply Chain Finance Fund. UBS made an offer to investors to receive, per share, 90% of the value of the most recently determined net asset value (NAV) of the fund as at 25 February 2021, less any payments they have received since 25 February 2021. The Group decided to accept the offer and recovered €79.7m on its outstanding investment in August 2024, leading to the aforementioned impairment charge.

Adjusted profit before tax, Group's share¹ reached €22.0m (€8.6m in H1-2023), mainly thanks to the improvement in financial income.

Net cash

The net cash position of "Corporate & Unallocated"(including inter-segment financing loans) slightly decreased from €1,188.3m at the end of December 2023 to €1,059.0m at the end of June 2024. The decrease in the net financial position compared to 31 December 2023 is primarily the result of the shareholders of D'leteren Group in June 2024 (-€200.8m), partially compensated by the dividends received from the segment (€42.2m) and the TVH segment (€29.2m) in H2-2024, the net disposal of treasury shares (€6.6m) and a free cashflow of €4.3m.

Monday 9 September 2024 – 5:45pm ĈET

Notes

11n order to better reflect its underlying performance and assist investors in gaining of its financial performance, D'leteren Group uses Alternative Performance Measures ("APMs"). These APMs are non-GAAP measures, i.e. their definitions are not addressed by IFRS. D'leteren Group does not present APMs as an alternative to financial measures determined in accordance with IFRS and does not give to APMs greater prominence than defined IFRS measures. Refer to the APMs section for the definition of these performance indicators.

2 In order to provide an accurate picture of the car market figures excluding registrations that have been cancelled within 30 days. Most of them relate to vehicles that are unlikely to have been put into circulation in Belgium by the end customer.

3 The net financial debt is not an IFRS indicator. D'leteren Group uses this Alternative Performance Measure to reflect its indebtedness. This non-GAAP indicator is defined as the sum of the borrowings minus cash, cash equivalents and investments in non-current and current financial assets. Refer to the APMs section.

4 EBITDA is not an IFRS indicator. This APM (non-GAAP indicator) is defined as earnings before interest, taxes, depreciation and amortization. Since the method for calculating the EBITDA is not governed by IFRS, the method applied by the Group may not be the same as that adopted by others and therefore may not be comparable.

5 "Organic growth" is an Alternative Performance Measure used by the Group to measure the evolution of revenue between two consecutive periods, at constant currency and excluding the impact of consolidation or business acquisitions.

6 Free cash flow is not an IFRS indicator. This APM measure is defined as [Adjusted EBITDA +/- other non-cash items change in working capital - capital expenditures - capital paid on lease liabilities - taxes paid acquisitions + disposals - employee share plans - cash-flow from adjusting items +/- other cash items]

7 D'leteren Group measures three non-financial dimensions throughout its business satisfaction, employee engagement and CO2 emissions.

Auditor's Report

"KPMG Réviseurs d'Entreprises represented by Axel Jorion has reviewed the condensed interim financial statements of D'leteren Group SA/NV as of and for the six-month period ended June 30, 2024. Their review was conducted in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" and their unqualified review report dated September 9, 2024 is attached to the interim financial information."

Forward looking statements

This document contains forward-looking information that involves risks and uncertainties, including statements about D'leteren Group's plans, objectives, expectations and intentions. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to significant business, economic and competitive and contingencies, many of which are beyond the control of D'leteren Group. Should one or more of these risks, uncertainties or contingencies materialise, or should any underlying assumptions prove incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. As a result, D'leteren Group does not assume any responsibility for the accuracy of these forward-looking statements.

Conference Call

D'leteren Group's management will organise a conference call for analysts and investors starting today at 7:00pm CET.

To connect to the webcast: use the following link. To participate in the conference call:

  • · Pre-register yourself for this call using the following link.
  • · After registration, you will obtain your personal audio conference call details (number and PIN code).

End of press release

Monday 9 September 2024 - 5:45pm CET

D'Ieteren Group profile

In existence since 1805, and across family generations, D'leteren Group is an investment company seeking growth and value creation by building a family of businesses that reinvent their industries and meaningful impact. It currently owns the following businesses:

  • · Belron (50.30% in fully diluted economic rights): worldwide leader in vehicle glass repair, replacement and recalibration.
  • · D'leteren Automotive (100% owned): distributor of Volkswagen, Audi, SEAT, Škoda, Bentley, Lamborghini, Bugatti, Cupra, Rimac, Microlino, Maserati and Porsche vehicles in Belgium and expanding into other mobility services.
  • · PHE (100% in economic rights) is a leader in the independent distribution of spare parts for vehicles in Western Europe, present in France, Belgium, The Netherlands, Luxemburg, Italy and Spain.
  • · TVH (40% owned): leading global independent distributor for aftermarket parts for material handling, construction & industrial, and agricultural equipment.
  • • Moleskine (100% owned): develops and sells iconic branded notebooks and writing, travel and reading accessories through a global multichannel platform.
  • · D'leteren Immo (100% owned): groups together the Belgian real estate interests of D'leteren Group.

Financial Calendar

Last five press releases (with the exception of press releases related to the repurchase or sale of own shares) Next events
30 May 2024 Q1-24 sales trading update 10 March 2025 Full-Year 2024 results
29 April 2024 Publication of the Annual Report 2023 14 May 2025 2025 Investor Day
5 March 2024 2023 Full-Year Results
23 January 2024 PHE refinances its existing bonds
20 December 2023 - Publication of a transparency notification

Contacts

Francis Deprez, Chief Executive Officer Edouard Janssen, Chief Financial Officer

Stéphanie Voisin, Investor Relations - Tel: + 32 (0)2 536.54.39 Bram Geeroms, Investor Relations - Tel: +32 (0)486.02.99.34 E-mail: [email protected] - Website: www.dieterengroup.com

Alternative Performance Measurement (APM) -- Non-Gaap Measurement

Framework and definitions

In order to better reflect its underlying performance and assist investors, securities analysts and other interested parties in gaining a better understanding of its financial performance, the Group uses Alternative Performance Measures ("APMs"). These alternative performance metrics are used internally for analysing the Group's results as well as its business units.

These APMs are non-GAAP measures, i.e. their definition is not addressed by IFRS. They are derived from the audited IFRS accounts. The APMs may not be comparable to similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Group's performance or liquidity under IFRS. The Group does not present APMs as an alternative to financial measures determined in accordance with IFRS and does not give to APMs greater prominence than defined IFRS measures.

Each line of the statement of profit or loss (see below), and each subtotal of the segment statement of profit or loss (see below), is broken down in order to provide information on the adjusted result and on the adjusting items.

The adjusting items are identified by the Group in order to present comparable figures, giving to the investors a better view on the Group is measuring and managing its financial performance. They comprise the following items, but are not limited to:

(a) Recognised fair value gains and losses on derivative financial instruments (i.e. change in fair value between the opening and the end of the period, excluding the accrued cash flows of the derivatives that occurred during the period), where hedge accounting may not be applied under IAS 39/IFRS 9;

(b) Exchange gains and losses arising upon the translation of foreign currency loans and borrowings at the closing rate;

(c) Impairment of goodwill and other non-current assets;

(d) Amortisation of intangible assets with finite useful lives recognised in the framework of the allocation as defined by IFRS 3 of the cost of a business combination;

(e) Share-based payment and long-term incentive program expenses;

(f) Other material items that derive from events or transactions that fall within the ordinary activities of the Group, and which individually or, if of a similar type, in aggregate, are separately disclosed by virtue of their size or incidence.

Adjusted result consists of the IFRS reported result, excluding adjusting items as listed above.

The Group uses as key performance indicator the adjusted consolidated result before tax, Group's share (Adjusted PBT, Group's share). This APM consists of the segment reported result before tax (PBT), taking into account the result before tax of the discontinued operations, and excluding adjusting items and the share of minority shareholders.

Presentation of the APMs in the consolidated statement of profit or loss for the 6-month period ended 30 June

€m 2024 2023
Of which Of which
Tota Adjusted result Adjusting items Total Adjusted result Adjusting items
Revenue 4,303.0 4,303.0 - 4,085.4 4,085.4 -
Cost of sales -3,302.8 -3,302.8 -3,157.2 -3,157.2
Gross margin 1,000.2 1,000.2 - 928.2 928.2 -
Commercial and administrative expenses -796.7 -724.8 -71.9 -715.5 -668.0 -47.5
Other operating income 27.9 27.3 0.6 28.2 28.2 -
Other operating expenses -176.5 -12.8 -163.7 -16.8 -16.6 -0.2
Operating result 54.9 289.9 -235.0 224.1 271.8 -47.7
Net finance costs -52.4 -37.1 -15.3 -44.7 -45.4 0.7
Finance income 19.8 19.4 0.4 6.8 5.6 1.2
Finance costs -72.2 -56.5 -15.7 -51.5 -51.0 -0.5
Share of result of equity-accounted investees, net of income tax 203.1 248.7 -45.6 172.2 223.5 -51.3
Result before tax 205.6 501.5 -295.9 351.6 449.9 -98.3
Income tax expense -36.3 -74.3 38.0 -63.4 -66.2 2.8
Result from continuing operations 169.3 427.2 -257.9 288.2 383.7 -95.5
Discontinued operations
RESULT FOR THE PERIOD 169.3 427.2 -257.9 288.2 383.7 -95.5
Result attributable to:
Equity holders of the Company 166.6 424.5 -257.9 285.9 381.4 -95.5
Non-controlling interests 2.7 2.7 2.3 2.3
Earnings per share
Basic (€) 3.11 7.92 -4.81 5.33 7.11 -1.78
Diluted (€) 3.09 7.87 -4.78 5.29 7.05 -1.76
Earnings per share - Continuing operations
Basic (€) 3.11 7.92 -4.81 5.33 7.11 -1.78
Diluted (€) 3.09 7.87 -4.78 5.29 7.05 -1.76

Presentation of APMs in the segment statement of profit or loss for the 6-month period ended 30 June

The Group's reportable operating are Dletere, Molesine, TVH and PHE. The other segments are disclosed in the cated " (D'eteren Group, corporate and realing segments are consistent with the Group's organisational and intensional and internats and with the equirements of FRS 8 "Derating Segments". Despite their classification and TVH remain separate reportable operating segments, reflecting the Group's internal reporting structure.

€m 2024
D'leteren
Automotive
Belron
(100%)
Moleskine TVH
(100%)
PHE Corp. &
unallocated
Eliminations Group
External revenue 2,863.0 3,280.0 52.9 848.0 1,387.1 -4,128.0 4,303.0
Inter-segment revenue 0.1 0.1 -0.2
Segment revenue 2,863.1 3,280.0 53.0 848.0 1,387.1 -4,128.2 4,303.0
Operating result (being segment result) 122.2 624.0 -160.9 90.6 98.8 -5.2 -714.6 54.9
Of which
Adjusted result
157.8 695.9 2.2 142.6 132.4 -2.5 -838.5 289.9
Adjusting items -35.6 -71.9 -163.1 -52.0 -33.6 -2.7 123.9 -235.0
Net finance costs -7.7 -139.4 -9.4 -6.0 -44.7 9.4 145.4 -52.4
Finance income 2.8 11.2 0.7 7.7 0.7 15.6 -18.9 19.8
Finance costs -10.5 -150.6 -0.6 -13.7 -45.4 -15.7 164.3 -72.2
Inter-segment financing interest -9.5 9.5
Share of result of equity-accounted investees, net of income
tax
-1.1 0.8 203.4 203.1
Result before tax 113.4 485.4 -170.3 84.6 54.1 4.2 -365.8 205.6
Of which
Adjusted result
148.7 560.6 -7.2 136.4 88.2 22.0 -447.2 501.5
Adjusting items -35.3 -75.2 -163.1 -51.8 -34.1 -17.8 81.4 -295.9
Income tax expense -40.8 -131.8 28.8 -18.8 -18.5 -5.8 150.6 -36.3
Result from continuing operations 72.6 353.6 -141.5 65.8 35.6 -1.6 -215.2 169.3
Of which
Adjusted result
106.2 411.9 -10.4 106.5 65.4 16.2 -268.6 427.2
Adjusting items -33.6 -58.3 -131.1 -40.7 -29.8 -17.8 53.4 -257.9
Discontinued operations
RESULT FOR THE PERIOD 72.6 353.6 -141.5 65.8 35.6 -1.6 -215.2 169.3
Attributable to: D'leteren
Automotive
Belron(*) Moleskine TVH(*) PHE Corp. &
unallocated
Group
Equity holders of the Company(*) 73.1 177.9 -141.4 26.3 32.3 -1.6 166.6
Of which Adjusted result 106.7 207.2 -10.3 42.6 62.1 16.2 424.5
Adjusting items -33.6 -29.3 -131.1 -16.3 -29.8 -17.8 -257.9
Non-controlling interests -0.5 I -0.1 3.3 - 2.7
RESULT FOR THE PERIOD 72.6 177.9 -141.5 26.3 35.6 -1.6 169.3

(*) Belron at 50.30% and TVH at 40.00% – see note 10 of the 2024 condensed consolidated interim financial statements.

Presentation of APMs in the segment statement of profit or loss for the 6-month period ended 30 June (continued)

€m 2023
D'Ieteren
Automotive
Belron
(100%)
Moleskine TVH
(100%)
PHE Corp. &
unallocated
Eliminations Group
External revenue 2,731.5 3,074.3 57.5 794.0 1,296.4 -3,868.3 4,085.4
Inter-segment revenue
Segment revenue 2,731.5 3,074.3 57.5 794.0 1,296.4 -3,868.3 4,085.4
Operating result (being segment result) 138.4 590.9 5.3 52.8 88.5 -8.1 -643.7 224.1
Of which
Adjusted result
146.6 673.3 6.5 106.1 123.8 -5.1 -779.4 271.8
Adjusting items -8.2 -82.4 -1.2 -53.3 -35.3 -3.0 135.7 -47.7
Net finance costs -6.3 -103.0 -11.1 -20.0 -41.0 13.7 123.0 -44.7
Finance income 0.6 9.6 0.1 4.6 1.9 3.1 -13.1 6.8
Finance costs -6.9 -112.6 -1.2 -23.5 -42.9 -0.5 136.1 -51.5
Inter-segment financing interest -10.0 -1.1 11.1
Share of result of equity-accounted investees, net of income
tax
1.2 0.3 0.1 170.6 172.2
Result before tax 133.3 488.2 -5.8 32.8 47.6 5.6 -350.1 351.6
Of which
Adjusted result
141.5 572.8 -4.6 92.2 82.2 8.6 -442.8 449.9
Adjusting items -8.2 -84.6 -1.2 -59.4 -34.6 -3.0 92.7 -98.3
Income tax expense -41.0 -163.9 -0.2 -11.5 -19.3 -2.9 175.4 -63.4
Result from continuing operations 92.3 324.3 -6.0 21.3 28.3 2.7 -174.7 288.2
Of which
Adjusted result
101.8 387.8 -4.8 70.0 58.9 5.6 -235.6 383.7
Adjusting items -9.5 -63.5 -1.2 -48.7 -30.6 -2.9 60.9 -95.5
Discontinued operations
RESULT FOR THE PERIOD 92.3 324.3 -6.0 21.3 28.3 2.7 -174.7 288.2
Attributable to: D'Ieteren
Automotive
Belron(*) Moleskine TVH(*) PHE Corp. &
unallocated
Group
Equity holders of the Company(*) 92.8 162.4 -6.0 8.5 25.5 2.7 285.9
Of which
Adjusted result
102.3 194.2 -4.8 28.0 56.1 5.6 381.4
Adiustina items -9 5 -31.8 -1.2 -19 5 -30 6 -29 -95.5

(*) Belron at 50.07% and TVH at 40% – see note 10 of the 2024 condensed consolidated interim financial statements.

Non-controlling interests

RESULT FOR THE PERIOD

In both periods, the columns "Elirinations" reconcient of profit or loss (with the 6-nonth results of Belron and TVH preserted on all lines under global inegration method) to the FRS Group consolidated statement of Belon and TVH presented in the line "share of result of equily-accounted investes, net of income tax", representing the share of the Group in the 6-month net results of Belron and TVH).

-

-6.0

-

162.4

2.8

28.3

-

2.7

-

8.5

-0.5

92.3

2.3

288.2

€m 2024
D'Ieteren
Automotive
Belron
(100%)
Moleskine TVH
(100%)
PHE Corp. &
unallocated
Total
(segment)*
Adjusting items
Included
in operating result
-35.6 -71.9 -163.1 -52.0 -33.6 -2.7 -358.9
Included in net finance costs 0.3 -3.3 - 0.2 -0.5 -15.1 -18.4
Included in equity accounted result - - - - - - -
Included in segment result before taxes (PBT) -35.3 -75.2 -163.1 -51.8 -34.1 -17.8 -377.3

* Total of the adjusting items at the level of each segment. The adjusting items presented in the Belron & TVH segments should be deducted from this total to reconcile with the Group figures reported in the segment statement of profit or loss.

€m 2023
D'Ieteren
Automotive
Belron
(100%)
Moleskine TVH
(100%)
PHE Corp. &
unallocated
Total
(segment)*
Adjusting items
Included in operating result -8.2 -82.4 -1.2 -53.3 -35.3 -3.0 -183.4
Included in net finance costs - -2.2 - -6.1 0.7 - -7.6
Included in equity accounted result - - - - - - -
Included in segment result before taxes (PBT) -8.2 -84.6 -1.2 -59.4 -34.6 -3.0 -191.0

* Total of the adjusting items at the level of each segment. The adjusting items presented in the Belron & TVH segments should be deducted from this total to reconcile with the Group figures reported in the segment statement of profit or loss.

Explanations and details of the figures presented as adjusting items (continued)

D'leteren Automotive

  • (1) The cash-settled share-based payment expense recognised as part of the Long-Term Incentive Plan (LTIP) put in place in April 2021 amounts to -€29.0m (-€7.3m in the prior period).
  • (2) In both periods, other adjusting items in operating result mainly include fees from system integrators and support to network in relation to the finance transformation program initiated in 2023.

Belron

  • (3) Fair value of fuel hedge instruments amounts to €1.2m (€0.1m in the prior period) and arises from changes in the "clean" fair value of derivatives. Change in "clean" fair value of derivatives corresponds to the change of "dirty" fair value (i.e. the change of value between the opening and the end of the period) excluding the accrued cash flows of the derivatives that occurred during the period.
  • (4) In the framework of the recent acquisitions (mainly in the United States), certain customer contracts were recognised as intangible assets with a finite useful life. The amortisation amounts to -€16.9m in the current period and -€17.1m in the prior period.
  • (5) The amortisation of brands with finite useful lives (certain brands are no longer considered to be intangibles with indefinite useful lives since there is now a limit to the period over which these assets are expected to generate cash inflows) amounts to -€2.3m (-€1.6m in the prior period).
  • (6) The amortisation of other intangible assets with finite useful lives (mostly franchise agreements recognized on acquisitions) amounts to -€0.9m in both periods.
  • (7) In the current period, employee costs of -€17.9m (of which -€15.3m of share-based payment charge and -€2.6m of associated payroll taxes) are recognised mainly in relation to the restricted share units ('RSUs') awarded by the Board of Directors of Belron in December 2021 to employees (-€18.6m in the prior period, of which -€16.0m of share-based payment charge and -€2.6m of associated payroll taxes).
  • (8) In the current period, other adjusting items of -€ 35.1m mainly include -€ 8.3m of fees from system integrators in relation to the business transformation program, -€ 3.4m of acquisitions related costs, -€7.2m of settlement loss in relation to one of Belron's pension scheme and -€8.3m of warehouse closure and dual running costs in the United States.

In the prior period, other adjusting items of -€ 44.3m mainly included -€ 28.8m of fees from system integrators in relation to the business transformation program, -€ 3.2m of acquisitions related costs and -€7.9m one-off costs incurred following the alignment to the new inventory provisioning policy adopted by Belron.

(9) In the current period, other adjusting items in net finance costs relates to fees incurred in relation to the renewal of the revolving credit facility (increased from €705m to €1.14bn and extended from May 2025 to May 2029), undrawn as at 30 June 2024.

In the prior period, other adjusting items in net finance costs related to the additional financing operated in April 2023 (total amount of \$870m - or €800m equivalent with a maturity of 6 years).

Moleskine

  • (10) In the period, following the impairment test performed on the Moleskine CGU, the Group accounted for a net of tax impairment charge of -€131.4m, allocated to goodwill (-€48.8m, fully impaired at 30 June 2024), brands with indefinite useful lives (-€114.6m), and deferred tax liabilities on brands with indefinite useful lives (€32.0m). Refer to note 9 of the half-yearly financial report for more information.
  • (11) In the prior period, the provision for the Long-Term Incentive Program (LTIP) amounted to -€1.2m.
  • TVH
  • (12) In both periods, the amortisation of customer contracts and other intangible assets with finite useful lives recognised as part of the purchase price allocation finalised by the Group in the second half of 2022 amounts to -€22.3m and -€15.3m, respectively. The remaining -€0.7m relates to amortisation of customer contracts recognized following business combinations performed by TVH during the period.
  • (13) The provision for the Long-Term Incentive Program (LTIP) amounts to -€7.3m (-€1.8m in the prior period).
  • (14) In the current period, other adjusting items include -€6.4m of fees from system integrators in relation to the IT and business transformation programme. In the prior period, other adjusting items included -€8.0m of fees from system integrators in relation to the IT and business transformation programme and -€12.1m (-€5.9m in operating result and -€6.2m in finance costs) related to the full impairment (total impairment charge of -€12.8m, of which -€0.7m in tax expense) of the net assets of TVH Russia.
  • (15) The re-measurement of financial instruments of £0.2m (€0.1m in the prior period) relates to the change in fair value of interest rates swaps.
  • PHF
  • (16) Following the purchase price allocation finalised by the Group during the first semester of 2023, customer relationships have been recognised as intangible assets with finite useful lives. The amortisation amounts to -€12.9m in both periods. The remaining -€1.7m (-€1.2m in the prior period) relates to the amortisation of customer contracts identified as intangible assets with finite useful lives following the acquisitions performed by PHE since the closing of the acquisition by the Group on the 4th of August 2022.
  • (17) The cash-settled share-based payment expense of -€14.1m (-€17.8m in the prior period) represents the change in fair value and vesting of the free shares granted to PHE's key management personnel as part of the Management Reward Plan. This amount includes both the change in fair value of free shares granted in 2023 which are already vested at the end of the period (-€13.3m) and the portion of the fair value of the free shares granted in 2024, which is spread over their vesting period (-€0.8m). See note 7 of the 2024 condensed consolidated interim financial statements for more information.

Explanations and details of the figures presented as adjusting items (continued)

  • (18) In both periods, other adjusting items in operating result mainly includes costs related to acquisitions and to the restructurings and transformation programme.
  • (19) In the priod period, the re-measurement of financial instruments of €1.2m related to the change in fair value of interest rates swaps and caps.

Corporate & unallocated

  • (20) In both periods, the share-based payment and long-term incentive program expenses mainly relate to the equity-settled share-based payment scheme, whereby share options are granted to officers and managers of the Corporate & unallocated segment.
  • (21) In the current period, the re-measurement of financial instruments of -€15.1m relates to the additional impairment charge recognised on the Group's investment in the Supply Chain Fund managed by Credit Suisse/UBS. In June 2024, UBS issued a press release informing all investors of an offer to redeem their holdings in the Fund. Pursuant to the offer, investors receive, per share, 90% of the value of the most recently determined net asset value (NAV) of the fund as at 25 February 2021, less any payments they have received since 25 February 2021. The Group decided to accept the offer and recovered €79.7m on its outstanding investment in August 2024 (€114.4m of gross value less €34.7m of impairment charges recognized in 2023 and 2024).
€m 2024 2023
D'leteren
Automotive
Belron Moleskine TVH
(40%)
PHE Corp. &
unallocated
Total
(segment)
D'Ieteren
Automotive
Belron Moleskine TVH
(40%)
PHE Corp. &
unallocated (segment)
Total
Segment reported PBT 113.4 485.4 -170.3 84.6 54.1 4.2 571.4 133.3 488.2 -5.8 32.8 47.6 5.6 701.7
Less: adjusting items in PBT 35.3 75.2 163.1 51.8 34.1 17.8 377.3 8.2 84.6 1.2 59.4 34.6 3.0 191.0
Segment adjusted PBT 148.7 560.6 -7.2 136.4 88.2 22.0 948.7 141.5 572.8 -4.6 92.2 82.2 8.6 892.7
Share of the Group in tax on adjusted
results of equity-accounted investees
0.4 0.4 1.2 1.2
Share of third parties in adjusted PBT 0.5 -278.6 0.1 -81.8 -3.8 -363.6 0.5 -286.0 -55.3 -4.2 -345.0
Segment adjusted PBT, Group's share 149.6 282.0 -7.1 54.6 84.4 22.0 585.5 143.2 286.8 -4.6 36.9 78.0 8.6 548.9

Adjusted result before tax, Group's share (adjusted PBT, Group's share)

In the period, the percentage used for computing the strans of Belron anounts to 50.30% (50.07% in the prior period). See note 10 of the 2024 contensed consolidated interim financial statements.

Key Performance Indicator (based on adjusted PBT, Group's share)

€m 2024 2023
D'Ieteren
Automotive
Belron Moleskine TVH
(40%)
PHE Corp. &
unallocated (segment)
Total D'leteren
Automotive
Belron Moleskine TVH
(40%)
PHE Corp. &
unallocated (segment)
Total
Segment adjusted PBT, Group's share 149.6 282.0 -7.1 54.6 84.4 22.0 585.5 143.2 286.8 -4.6 36.9 78.0 8.6 548.9
Adjustment of the share of the Group
(comparable basis with 2024)
l 1.3 1.3
Adjusted PBT, Group's share (key
performance indicator)
149.6 282.0 -7.1 54.6 84.4 22.0 585.5 143.2 288.1 -4.6 36.9 78.0 8.6 550.2

The column Belon has also been restated based on the segment adjusted PBT in 2024 (50.0%) in 2024 and 50.07% in 2023) to make both periods comparable.

Net debt

In order to better reflect its indebedress, he Group of net debt. This nor-GAP neasure, i.e. its offinition is not addressed by PRS, is an Alternative Performance Measure ("APM") and is not presented as an alternative to financial measures determined in accordance with IFRS.

Net debt is based on loans and borrowings and non-current and current and current asset investments. It excludes the finstruments. The helged loans and borrowings (.e. those that are accounting rules of AS 39) are transated at the contractual foreign exchange rates of the elated cross currency swaps. The other loans and borrowings are translated at closing foreign exchange rates.

€m 30 June 2024 31 December 2023
D'leteren
Automotive
Belron Moleskine TVH
(100%)
PHE Corp. &
unallocated
D'leteren
Automotive
Belron Moleskine TVH
(100%)
PHE Corp. &
unallocated
Non-current loans and borrowings 125.9 4,849.4 9.2 787.7 1,114.0 39.7 106.9 4,694.8 7.9 736.4 1,120.2 39.8
Current loans and borrowings 124.5 216.7 5.3 150.9 165.9 2.0 164.5 215.4 4.6 173.6 179.3 3.2
Inter-segment financing 272.4 -272.4 272.4 -272.4
Adjustment for hedged borrowings -5.3 12.6
Gross debt 250.4 5,060.8 286.9 938.6 1,279.9 -230.7 271.4 4,922.8 284.9 910.0 1,299.5 -229.4
Less: cash and cash equivalents -162.8 -532.4 -7.6 -106.1 -186.1 -745.0 -16.8 -233.0 -15.6 -107.7 -103.9 -621.6
Less: current financial investments -0.2 -79.7 -238.3
Less: other non-current assets -4.6 -3.6 -4.6 -99.0
Total net debt 83.0 4,528.4 279.3 832.3 1,093.8 -1,059.0 250.0 4,689.8 269.3 802.3 1,195.6 -1,188.3

The inter-segment financing comprise amounts lent by the Corporate & unallocated segment to the Moleskine segment (non-recourse loan in the framework of the acquisition, stable compared to 31 December 2023 following the payment in June 2024 of €9.5m capitalized interests due on H1 2024).

D'leteren Automotive's net financial position decreased from €310.5m at the end of June 2023 to €250.0m at the end of December 2023 and €83.0m at the end of June 2024. The decrease compared to December 2023 is mainly the result of a €228.3m free cash flow, partially offset by the effect of change in lease liabilities (-€17.1m) and the dividend paid to the Corporate and unallocated segment (-€42.2m paid in H1 2024, being the first tranche of the total dividend declared; the second tranche will be paid in H2 2024). The free cashflow generation is mainly explained by a an adjusted EBITDA of €184.9m and a cash inflow from change in net working capital of €112.0m, partially offset by net Capex (-€12.3m), tax paid (-€26.6m), capital paid on lease liabilities (-€14.3m) and net interests paid (-€8.0m).

Belron's net financial debt reached €4,528.4m at the end of June 2024. This compares with €4,537.0m at the end of June 2023 and €4,689.8m at the end of December 2023. The decrease of -€161.4m compared to December 2023 is mainly explained by a €363.2m free cash-flow generation partially offset by adverse foreign exchange impact on cash and external debt (-€ 90.3m), effect of change in lease liabilities (-€ 78.4m) and the repurchase of shares to MRP participants (-€52.7m).

The strong free cash-flow generated relies on a €835.0m adjusted EBITDA and €43.4m change in net working capital, partially offset by -€98.7m lease repayments, -€ 44.5m net Capex, -€137.0m of net interests paid, -€125.5m of tax, -€30.1m of net acquisitions and -€80.5m of cash outflow from adjusting items (most of which relate to fees from system integrators as part of the transformation program).

Moleskine's net debt reached €279.3m (of which €272.4m of inter-segment financing) at the end of June 2024, compared to €278.5m at the end of June 2023 and €269.3m (of which €272.4m of inter-segment financing) at the end of December 2023. The increase compared to December 2023 is mainly explained by the interests paid to the Corporate & unallocated segment on the inter-segment financing in 2024.

The net debt of TVH amounts to €832.3m at the end of June 2024, compared to €907.2m at the end of June 2023 and €802.3m at the end of December 2023. The increase compared to the 31 December 2023 is mainly explained by the dividend paid (€73.0m, of which €29.2 to the Corporate & unallocated segment), partially compensated by the free cash-flow generated over the period (€41.0m).

Net debt (continued)

PHE's net financial debt amounts to €1,093.8m at the end of June 2024, compared to €1,203.0m at the end of June 2023 and €1,195.6m at the end of December 2023. The decrease of -€101.8m compared to 31 December 2023 is mainly due to the free cash flow generation of €116.4m, partially offset by the effect of change in lease liabilities (-€12.2m). The free cash-flow generation relies on an adjusted EBITDA of €181.6m, a cash inflow from change in net working capital of €78.3m, partially offset by net Capex (-€24.6m), lease repayments (-€22.0m), interests paid (-€52.6m), tax paid (-€21.6m) and net acquisitions (-€15.1m).

PHE's net financial debt excludes the put options granted to non-controlling shareholders holding minority interests in some of PHE's direct subsidiaries (valued at €116.4m at 31 December 2023 and €105.8m at 30 June 2024, decreasing mainly as a result of a cash payment in H1 2024) and the put options granted to minority investors (including management and several partners and independent distributors), who invested alongside D'leteren Group in the holding company of PHE, up to a combined ownership of c.9% (valued at €195.0m at 30 June 2024, increased by €19.7m compared to 31 December 2023, of which €14.1m related to the vesting and change in fair value of the free shares granted to PHE's key management personnel as part of the Management Reward Plan, recognised in profit or loss as adjusting items). It also excludes the deferred considerations on acquisitions of €56.4m (€53.7m at 31 December 2023), presented in the lines "other payables" and "trade and other payables" in the consolidated statement of financial position.

The net cash position (including inter-segment financing loans) of the Corporate & unallocated segment increased from €934.9m at the end of June 2023 to €1,188.3m at the end of December 2023 and €1,059.0m at the end of June 2024. The decrease in the net financial position compared to 31 December 2023 is primarily the result of the dividend paid out to the shareholders of D'leteren Group in June 2024 (-€200.8m), partially compensated by the dividends received from the D'leteren Automotive segment (€ 42.2m) and the TVH segment (€29.2m) in 2024, the net disposal of treasury shares (€6.6m), the positive fair value adjustment on cash and cash equivalents (€4.3m) and a free cash-flow of €4.3m.

The net cash position of the Corporate & unallocated segment includes the investments in the Supply Chain Finance Fund managed by Credit Suisse/UBS (€94.8m at 31 December 2023 and €79.7m, included in the "current financial investments", at 30 June 2024). In June 2024, UBS issued a press release informing all investors of an offer to redeem their holdings in the Supply Chain Finance Fund managed by Credit Suisse/UBS. Pursuant to the offer, investors receive, per share, 90% of the value of the most recently determined net asset value (NAV) of the fund as at 25 February 2021, less any payments they have received since 25 February 2021. The Group decided to accept the offer and recovered €79.7m on its outstanding investment in August 2024, leading to an additional impairment charge of €15.1m in 2024.

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