Quarterly Report • Aug 31, 2017
Quarterly Report
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Nicolas D'Ieteren, Chairman of the Board, and Axel Miller, Managing Director, certify, on behalf and for the account of s.a. D'Ieteren n.v., that, to the best of their knowledge, these condensed consolidated interim financial statements which have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the equity, financial position and financial performance of s.a. D'Ieteren n.v. and the entities included in the consolidation as a whole, and the interim management report includes a fair overview of the development and performance of the business and the position of s.a. D'Ieteren n.v., and the entities included in the consolidation, together with a description of the principal risks and uncertainties which they are exposed to.
H1 2017 was a positive semester for D'Ieteren: its three activities realised solid sales growth and D'Ieteren group's key performance indicator (KPI) – the adjusted consolidated result before tax, group's share1 – increased by 4.9% or by 2.8% excluding Moleskine.
D'Ieteren maintains its full-year guidance: the group aims at an adjusted consolidated result before tax, group's share1, that is about 10% higher compared to EUR 241.6 million in 2016. This guidance is based on average foreign exchange rates for the full year that are in line with rates that prevailed on 30 June 2017.
Consolidated sales amounted to EUR 3,699.5 million, +8.2% year-on-year. The breakdown is as follows:
The group's consolidated net financial debt3 reached 986.8 million at the end of June 2017 compared to EUR 993.5 million at year-end 2016 and EUR 521.7 million at the end of June 2016.
The net cash position3 of the D'Ieteren Auto and Corporate segment decreased from EUR 277.8 million at the end of June 2016 to EUR 168.0 million at the end of June 2017 due to the Moleskine acquisition. Intra-group lending increased from EUR 75.0 million to EUR 330.2 million including EUR 180.5 million to Belron and EUR 149.7 million to Moleskine. The loan to Moleskine is a non-recourse loan in the framework of the acquisition.
Belron's net financial debt3 rose from EUR 799.5 million at the end of June 2016 to EUR 853.4 million. EBITDA4 generation (EUR 332 million) and the effect of a slightly weaker US dollar (EUR 18 million) were more than offset by interest paid (EUR 37 million) and tax payments (EUR 24 million), working capital needs (EUR 47 million), capex (EUR 178 million), acquisitions (EUR 41 million), dividend payments (EUR 56 million) and EUR 21 million cash outflow related to adjusting items1. The average net debt3/EBITDA4 multiple reached 2.56. Private placement notes of USD 125 million and GBP 20 million matured in April 2017 and were reimbursed using headroom under existing bank facilities.
Moleskine's net debt3 reached EUR 301.4 million (of which a EUR 149.7 million intra-group borrowing) at the end of June 2017.
D'Ieteren maintains its full-year guidance: the group aims at an adjusted consolidated result before tax, group's share1, that is about 10% higher compared to EUR 241.6 million in 2016. This guidance is based on average foreign exchange rates for the full year that are in line with rates that prevailed on 30 June 2017.
| HY 2016 | HY 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| APM (non-GAAP measures) 1 | APM (non-GAAP measures) 1 | |||||||
| €m | Total IFRS |
Adjusting items | Adjusted items | % change adjusted items |
Adjusted items | Adjusting items | Total IFRS |
% change total |
| New vehicles delivered (in units) | 67,350 | - | - | - | - | - | 71,987 | 6.9% |
| External sales | 1,713.8 | - | 1,713.8 | 6.7% | 1,828.1 | - | 1,828.1 | 6.7% |
| Operating result | 65.7 | 2.8 | 62.9 | 0.3% | 63.1 | -3.5 | 59.6 | -9.3% |
| Net finance costs | -1.0 | -0.7 | -0.3 | 1.7 | -1.3 | 0.4 | ||
| Result before tax | 66.9 | 1.7 | 65.2 | 2.1% | 66.6 | -4.9 | 61.7 | -7.8% |
| Adjusted result before tax, group's share1 | - | - | 66.7 | 1.6% | 67.8 | - | - |
| items | Adjusted items | Adjusting items | Total IFRS |
% change total |
|---|---|---|---|---|
D'Ieteren Auto's sales increased by 6.7% to EUR 1,828.1 million in H1 2017 reflecting higher volumes, a marginal increase in list prices and the evolution in brand/product mix.
Excluding registrations of less than 30 days2, the number of new car registrations in Belgium increased by 5.1% year-on-year to 314,889 units. Including these registrations, the Belgian market totalled 322,302 new car registrations, up 4.1% year-on-year. The share of diesel cars continued to decline (46.5% in H1 2017 compared to 51.8% in FY 2016). The share of new energy engines rose from 3.8% in FY 2016 to 4.9% in H1 2017.
Excluding registrations of less than 30 days2, the market share of the brands distributed by D'Ieteren Auto reached 21.04% in H1 2017 (vs 21.47% in H1 2016). Including these registrations, the market share equalled 20.71% (vs 20.99% in H1 2016).
| Net figures2 | HY 2016 FY 2016 HY 2017 | ||
|---|---|---|---|
| New car market (in units) | 299,721 | 519,755 | 314,889 |
| % change yoy | 10.0% | 10.4% | 5.1% |
| Total market share new cars | 21.47% | 21.81% | 21.04% |
| Volkswagen | 9.81% | 10.15% | 9.38% |
| Audi | 6.19% | 6.26% | 6.04% |
| Škoda | 3.59% | 3.57% | 3.64% |
| Seat | 1.24% | 1.24% | 1.36% |
| Porsche | 0.63% | 0.59% | 0.61% |
| Bentley/Lamborghini | 0.01% | 0.02% | 0.02% |
| Market share light commercial vehicles | 9.72% | 10.00% | 11.02% |
Volkswagen remained the Belgian market leader with a market share2 of 9.38% (-43 bps year-on-year). Higher volumes of the Polo, Golf and Touran were offset by lower registrations of the Passat and Tiguan. Note that demand for the Tiguan was boosted in H1 2016 by the success of the Tiguan Edition (run-out version) and the launch of the new Tiguan. Audi's market share2 reached 6.04% (-15 bps) supported by higher A5 and Q7 volumes and the contribution of the Q2 that was successfully launched in H2 2016. Long delivery times for the new Q5 and Q2 will postpone related revenues to later quarters. SEAT's share2 improved by 12bps thanks to the success of the Ateca. Škoda's share2 increased marginally thanks to the Superb and the newly launched Kodiaq. Porsche's market share2 was stable at 0.61% reflecting higher registrations of the Porsche Macan, Panamera and 718. There were some delivery delays related to the Panamera Hybrid.
(gross figures)
Registrations of new light commercial vehicles (0 to 6 tonnes) rose by 13.9% to 43,366 units. D'Ieteren Auto's share improved to 11.02% (vs 9.72% in H1 2016) reflecting a successful Brussels Motor Show in January and the launch of the new Crafter in March.
The total number of new vehicles, including commercial vehicles, delivered by D'Ieteren Auto in H1 2017 reached 71,987 units (+6.9% compared to H1 2016). New vehicle sales increased by 6.8% to EUR 1,620.2 million.
The sale of spare parts and accessories reached EUR 94.7 million (-0.6% year-on-year). Revenues from after-sales activities of the corporatelyowned dealerships increased by 0.9% to EUR 43.3 million. Used vehicle sales equalled EUR 35.7 million (+31.3%). D'Ieteren Sport's sales, which are mainly comprised of Yamaha motorbikes, quads and scooters, increased by 7.1% to EUR 18.1 million.
The operating result reached EUR 59.6 million (EUR 65.7 million in H1 2016). The adjusted operating result1 increased by 0.3% to EUR 63.1 million. The stable result reflects the positive impact from higher volumes, commercial incentives and the evolution of the brand/product mix.
The adjusting items1 (EUR -3.5 million) comprised in the operating result include charges related to the implementation of the Market Area strategy.
Net financial income equalled EUR 0.4 million in H1 2017 (EUR -1.0 million in H1 2016) with financial costs more than offset by intra-company interest income on loans to Belron and Moleskine. Excluding adjusting items1, the adjusted net financial income reached EUR 1.7 million in H1 2017. This compares with an adjusted net financial cost of EUR -0.3 million in H1 2016.
The result before tax reached EUR 61.7 million (compared to EUR 66.9 million in H1 2016, -7.8%). The adjusted result before tax, group's share1, rose by 1.6% to EUR 67.8 million (EUR 66.7 million in H1 2016). The contribution of the equity accounted entities to the adjusted result before tax, group's share1, amounted to EUR 3.0 million (EUR 4.1 million in H1 2016) reflecting growth related expenses (e.g. digitisation, move to new office) and changes in the calculation of risk cost provisions at VDFin.
Income tax expenses reached EUR -6.1 million compared to income tax revenue of EUR 1.6 million in H1 2016. Adjusted1 tax expenses equalled EUR -7.9 million (compared to EUR 4.8 million adjusted1 tax income in H1 2016). The reduction in the notional interest rate from 1.131% to 0.273% and movements in deferred tax assets related to the deductibility of certain provisions explain the swing between H1 2016 and H1 2017.
The result after tax, group's share, amounted to EUR 55.6 million (EUR 68.5 million in H1 2016). The adjusted result after tax, group's share1, reached 58.7 million (EUR 70.0 million in H1 2016). The year-on-year evolution is due to the above mentioned tax effect.
D'Ieteren Auto has signed a letter of intent to acquire two Rietje dealerships and a multi-brand body shop in the northern Antwerp region. The deal does not include the buildings. The closing is subject to the approval of the competition authorities. The deal is in line with D'Ieteren's strategy to reinforce its retail presence on the Antwerp-Brussels axis.
On 1 July 2017, D'Ieteren Auto sold its 50% stake in OTA Keys s.a. to Continental AG. OTA Keys was set up by D'Ieteren and Continental in 2014 to develop virtual key solutions. OTA Keys was included in D'Ieteren's accounts via the equity method. In H1 2017, D'Ieteren's share in OTA Keys' net loss amounted to EUR -0.6 million. A disposal gain of approximately EUR 3 million will be booked as an adjusting item1 in H2 2017.
The Belgian new car market, excluding registrations of less than 30 days2, should be up slightly in 2017. D'Ieteren Auto anticipates a marginal decline in market share.
At the end of July, D'Ieteren Auto's order book was 3% and 21% higher compared to the end of July 2016 and to the end of July 2015. Note that 2015 and 2017 were both "small" Brussels Motor Show edition years.
The attractive pipeline for the remainder of 2017 includes the launch of the Volkswagen 7-seater Tiguan, the Volkswagen T-Roc, the Škoda Karoq and the SEAT Arona. The Volkswagen Polo, the Audi A8, the SEAT Ibiza and Porsche Cayenne will be replaced.
Unchanged FY 2017 guidance: the adjusted result before tax, group's share1, of D'Ieteren Auto including Corporate is expected to improve slightly.
| HY 2016 | HY 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| APM (non-GAAP measures) 1 | APM (non-GAAP measures) 1 | |||||||
| €m | Total IFRS |
Adjusting items | Adjusted items | % change adjusted items |
Adjusted items | Adjusting items | Total IFRS |
% change total |
| Number of consumers (million) | 7.8 | - | - | - | - | - | 8.3 | 6.6% |
| External sales | 1,705.2 | - | 1,705.2 | 6.0% | 1,806.8 | - | 1,806.8 | 6.0% |
| Operating result | 105.2 | -2.5 | 107.7 | 6.9% | 115.1 | -42.5 | 72.6 | -31.0% |
| Net finance costs | -16.4 | - | -16.4 | 10.4% | -18.1 | - | -18.1 | 10.4% |
| Result before tax | 88.0 | -3.3 | 91.3 | 6.2% | 97.0 | -42.5 | 54.5 | -38.1% |
| Adjusted result before tax, group's share1 | - | - | 86.6 | 6.2% | 92.0 | - | - | - |
Belron's sales reached EUR 1,806.8 million during H1 2017, a year-on-year increase of 6.0%, comprising a 5.3% organic increase5, 1.2% growth from acquisitions and a positive currency translation impact of 0.1% partially offset by a negative trading day effect6 of 0.6%. Total Vehicle Glass Repair and Replacement (VGRR) consumers increased by 3.4% to 6.3 million. The currency translation impact is primarily due to the weaker British pound offset by slightly stronger US, Canadian and Australian dollars.
| Consumers (million) | H1 2016 | H1 2017 | % Change |
|---|---|---|---|
| Vehicle Glass Repair and Replacement (VGRR) | 6.12 | 6.33 | 3% |
| Claims Management | 1.61 | 1.89 | 17% |
| Automotive Damage Repair and Replacement (ADRR) | 0.03 | 0.05 | 61% |
| Home Damage Repair and Replacement (HDRR) | 0.03 | 0.03 | -3% |
| Total | 7.79 | 8.30 | 7% |
European sales increased by 6.3%, consisting of a 6.7% organic5 increase and 2.4% from acquisitions, partially offset by a negative trading day impact6 of 1.2% and an adverse currency translation effect of 1.6%. The organic5 sales improvement was widespread and especially strong in France and Germany. It was underpinned by market share gains, a positive price/mix effect and higher revenues from ancillary products. The organic5 sales growth was achieved despite market declines in the majority of Belron's European markets. External growth mainly relates to the inclusion of CARe Carrosserie (Belgium) from 31 March 2017, as well as the prior year acquisitions in Finland and Spain. The negative currency impact is primarily due to the weaker British pound.
Outside of Europe, sales increased by 5.6% comprising an organic sales5 increase of 4.1%, growth from acquisitions of 0.3% and a positive currency effect of 1.5% partly offset by an adverse trading day impact6 of 0.3%. US organic sales growth5 improved in Q2 2017 after a tough Q1 when mild winter conditions in the Northeast dampened VGRR revenues.
The operating result reached EUR 72.6 million (H1 2016: EUR 105.2 million). The adjusted operating result1 improved by 6.9% to EUR 115.1 million. Profits were up in most European markets with in particular solid improvements in France and Germany. The UK continued its recovery with a small profit in H1 2017 compared to a loss last year. Many of the smaller countries also delivered encouraging results. The drop in US profitability mainly resulted from the market decline due to mild winter conditions in the Northeast. Charges related to the long term management incentive programme equalled EUR 13.3 million (H1 2016: EUR 6.2 million).
Adjusting items1 in operating result amounting to EUR -42.5 million comprise:
The net finance costs amounted to EUR 18.1 million (H1 2016: EUR 16.4 million). EUR 1.0 million of this increase relates to higher imputed interest on the UK pension scheme. Net finance costs did not include any adjusting items1 in H1 2016 and H1 2017.
The result before tax fell by 38.1% to EUR 54.5 million. The adjusted result before tax, group's share1 increased by 6.2% to EUR 92.0 million.
Income tax expenses reached EUR 33.6 million (EUR 20.6 million in H1 2016). The rise in effective tax rate is primarily the result of the impairment charges totalling EUR 20 million for which no tax relief is available.
The result after tax, group's share, decreased by 50.9% to EUR 19.8 million. The adjusted result after tax, group's share1, improved by 5.4% to EUR 70.0 million.
The core VGRR business has continued to show solid progress despite continued market challenges. The US business served a record number of customers in the first half of 2017. In Europe, the foundation stone was laid for the new European distribution centre in Bilzen (Belgium). This new facility which will become Belron's largest distribution centre, will consolidate the three sites currently used in Belgium.
The business has also made good progress on its service extension ambition. The acquisition of CARe Carrosserie, a Belgian specialist in automotive damage repair was completed on 31 March 2017. In July 2017, Belron announced the signing of an agreement to acquire Eurocar Point, a franchise network of 250 body shops in Italy. The deal is expected to close in September 2017. In addition to these acquisitions, the company substantially expanded its claims management activities with 1.9 million consumers served in H1 2017 representing a 17% rise compared to H1 2016.
At the beginning of May 2017, D'Ieteren announced that it is exploring the potential to bring a minority partner into Belron. The non-binding offers were received by the end of July and the process continues with a more limited number of interested parties which will have to submit binding offers by end of October. The partial sale of Belron shares to a minority partner would allow D'Ieteren to broaden its activities and pursue its long-term strategy which aims to invest in other activities with high growth potential. Belron's management is fully aligned with this potential transaction which is consistent with Belron's strategic vision. D'Ieteren will continue to provide full support to Belron's development, both in the vehicle glass repair and replacement market and in the ongoing search for new services.
Belron continues to expect moderate organic sales growth5 for FY 2017 and a slightly lower adjusted result before tax, group's share1. This is due to additional costs relating to the service extension programme, higher charges this year for the long term management incentive programme and foreign exchange headwinds (weaker US dollar).
Moleskine's sales increased by 6.9% to EUR 64.6 million (+6.1% at constant exchange rates) in H1 2017.
The EMEA (+10.1%) and APAC (+9.1%) regions continued to realise solid growth. The trend in the Americas (+2.6%) reflects strong growth in Retail (+17.1% at constant exchange rates) and stable revenues in Wholesale.
Wholesale revenues (63% of total) increased by 2.7% at actual exchange rates in 1H17 reflecting solid growth in EMEA and APAC and stable sales in the Americas. Sales growth in the EMEA (+4.2%) was mainly driven by Germany, Switzerland, Austria, France, Spain and the Scandinavian countries partially offset by UK. The 5.2% sales growth in the APAC region mainly reflects progress in Australia and China partially offset by Japan where the negotiation related to a switch to direct distribution as from the beginning of 2018 was finalized. The slowdown in the Americas reflects a different quarterly phasing of orders compared to last year and challenges faced by some US retailers.
Revenues in the B2B channel increased by 13.2% with strong growth rates in EMEA and APAC thanks to solid organic growth5 and the landing of large orders.
Retail revenues increased by 22.2%. The number of directly operated stores reached 78 at the end of H1 2017 (+14 net openings year-on-year). Softer like-for-like sales performance reflects a tough base of comparison due to the launch of the Smart Writing Set and the implementation of operational improvements in 1H16.
The evolution of E-Commerce revenues (+0.2%) also reflects an ongoing change in the IT E-Commerce platform and a tough base of comparison because of the launch of the Smart Writing Set in 1H16.
The operating result reached EUR 6.1 million in H1 2017 compared to EUR 12.6 million in H1 2016 reflecting investments (e.g. marketing, communication, logistics, IT, consultancy) in future growth. The headcount increased from 386 FTE at the end of 1H 2016 to 459 at the end of 1H 2017 as the company is strengthening its organization.
Moleskine's adjusted result before tax, group's share1 (EUR 1.0 million) was impacted by financing costs related to the acquisition by D'Ieteren.
Moleskine continued to innovate while broadening and strengthening the depth of its product offering during H1 2017. Within paper-based product category, the company launched two new Limited Editions (Peter Pan and Beauty and the Beast) and a new line of bags (ID Collection) was introduced in the non-paper product category.
In June, Moleskine was welcomed at Pitti Uomo, one of the world's most important platforms for men's clothing and accessory collections, a clear indication of the growing notoriety and legitimacy of the Moleskine brand in the non-paper product categories. For this occasion Moleskine presented a preview of the new Nomad bags collection which will be launched in 2018 and a capsule collection of Classic bags created by designer Giulio Iacchetti and decorated by the acclaimed New York street artist Bradley Theodore.
Sales growth is expected to be solid in the second half of 2017. Wholesale revenue growth will be underpinned by new product launches (e.g. Smart Planner and new bags collections) and visual merchandising projects at key retailers. The solid B2B order book bodes well for the remainder of the year and Retail sales momentum should accelerate thanks to new product launches and related marketing campaigns aimed at increasing in-store traffic. E-commerce revenues are expected to be stable in the FY 2017 due to the on-going migration to a new platform which should deliver growth as from 2018 thanks to a significantly improved shopping experience on mobile devices.
Moleskine reiterates its outlook: excluding the financing costs related to the acquisition by D'Ieteren, the adjusted consolidated result before tax, group's share1, is expected to grow by more than 10% in 2017.
1 In order to better reflect its underlying performance and assist investors in gaining a better understanding of its financial performance, D'Ieteren uses Alternative Performance Measures ("APMs"). These APMs are non-GAAP measures, i.e. their definitions are not addressed by IFRS. D'Ieteren 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. See page 11 for the definition of these performance indicators.
2 In order to provide an accurate picture of the car market, Febiac publishes 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'Ieteren 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. See page 16.
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 IFRSs, 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 change in perimeter of consolidation or business acquisitions.
6 "Trading day effect" is an Alternative Performance Measure that measures the impact of local bank holidays, leap years and difference between calendar periods and accounting periods.
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 are 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 way the Group is measuring and managing its financial performance. They comprise the following items, but are not limited to:
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 IFRS reported result before tax (PBT), excluding adjusting items and excluding the share of minority shareholders.
| EUR million | 2017 | 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| Total | Of which | Total | Of which | |||||
| Adjusted | Adjusting | Adjusted | Adjusting | |||||
| result | items | result | items | |||||
| Revenue | 3,699.5 | 3,699.5 | - | 3,419.0 | 3,419.0 | - | ||
| Cost of sales | -2,575.7 | -2,569.4 | -6.3 | -2,380.9 | -2,383.6 | 2.7 | ||
| Gross margin | 1,123.8 | 1,130.1 | -6.3 | 1,038.1 | 1,035.4 | 2.7 | ||
| Commercial and administrative expenses | -952.7 | -945.0 | -7.7 | -872.8 | -865.2 | -7.6 | ||
| Other operating income | 2.7 | 2.7 | - | 6.1 | 1.0 | 5.1 | ||
| Other operating expenses | -35.5 | -3.5 | -32.0 | -0.5 | -0.6 | 0.1 | ||
| Operating result | 138.3 | 184.3 | -46.0 | 170.9 | 170.6 | 0.3 | ||
| Net finance costs | -22.8 | -21.5 | -1.3 | -17.4 | -16.7 | -0.7 | ||
| Finance income | 0.6 | 0.6 | - | 0.7 | 0.7 | - | ||
| Finance costs | -23.4 | -22.1 | -1.3 | -18.1 | -17.4 | -0.7 | ||
| Share of result of equity-accounted investees, net of income tax | 1.7 | 1.8 | -0.1 | 1.4 | 2.6 | -1.2 | ||
| Result before tax | 117.2 | 164.6 | -47.4 | 154.9 | 156.5 | -1.6 | ||
| Income tax expense | -39.1 | -30.5 | -8.6 | -19.0 | -16.5 | -2.5 | ||
| Result from continuing operations | 78.1 | 134.1 | -56.0 | 135.9 | 140.0 | -4.1 | ||
| Discontinued operations | - | - | - | -24.9 | - | -24.9 | ||
| RESULT FOR THE PERIOD | 78.1 | 134.1 | -56.0 | 111.0 | 140.0 | -29.0 | ||
| Result attributable to: | ||||||||
| Equity holders of the Company | 77.0 | 130.3 | -53.3 | 108.8 | 136.4 | -27.6 | ||
| Non-controlling interests | 1.1 | 3.8 | -2.7 | 2.2 | 3.6 | -1.4 | ||
| Earnings per share | ||||||||
| Basic (EUR) | 1.40 | 2.38 | -0.98 | 1.99 | 2.49 | -0.50 | ||
| Diluted (EUR) | 1.40 | 2.38 | -0.98 | 1.99 | 2.49 | -0.50 |
The Group's reportable operating segments are Automobile Distribution, Vehicle Glass and Moleskine (as from October 2016). The Automobile Distribution segment includes the automobile distribution activities as well as corporate activities. These operating segments are consistent with the Group's organisational and internal reporting structure.
| EUR million | 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Auto- mobile Distri- bution |
Vehicle Glass |
Moleskine | Elimi- nations |
Group | Auto- mobile Distri bution |
Vehicle Glass |
Elimi- nations |
Group | |
| External revenue | 1,828.1 | 1,806.8 | 64.6 | - | 3,699.5 | 1,713.8 | 1,705.2 | - | 3,419.0 |
| Inter-segment revenue | 4.3 | - | - | -4.3 | - | 4.0 | - | -4.0 | - |
| Segment revenue | 1,832.4 | 1,806.8 | 64.6 | -4.3 | 3,699.5 | 1,717.8 | 1,705.2 | -4.0 | 3,419.0 |
| Operating result (being segment result) | 59.6 | 72.6 | 6.1 | - | 138.3 | 65.7 | 105.2 | - | 170.9 |
| Of which Adjusted result |
63.1 | 115.1 | 6.1 | - | 184.3 | 62.9 | 107.7 | - | 170.6 |
| Adjusting items | -3.5 | -42.5 | - | - | -46.0 | 2.8 | -2.5 | - | 0.3 |
| Net finance costs | 0.4 | -18.1 | -5.1 | - | -22.8 | -1.0 | -16.4 | - | -17.4 |
| Finance income | 0.3 | 0.2 | 0.1 | - | 0.6 | 0.4 | 0.3 | - | 0.7 |
| Finance costs | -2.6 | -17.8 | -3.0 | - | -23.4 | -1.7 | -16.4 | - | -18.1 |
| Inter-segment financing interest | 2.7 | -0.5 | -2.2 | - | - | 0.3 | -0.3 | - | - |
| Share of result of equity-accounted investees, net of income tax |
1.7 | - | - | - | 1.7 | 2.2 | -0.8 | - | 1.4 |
| Result before tax | 61.7 | 54.5 | 1.0 | - | 117.2 | 66.9 | 88.0 | - | 154.9 |
| Of which Adjusted result |
66.6 | 97.0 | 1.0 | - | 164.6 | 65.2 | 91.3 | - | 156.5 |
| Adjusting items | -4.9 | -42.5 | - | - | -47.4 | 1.7 | -3.3 | - | -1.6 |
| Income tax expense | -6.1 | -33.6 | 0.6 | - | -39.1 | 1.6 | -20.6 | - | -19.0 |
| Result from continuing operations | 55.6 | 20.9 | 1.6 | - | 78.1 | 68.5 | 67.4 | - | 135.9 |
| Of which Adjusted result |
58.7 | 73.8 | 1.6 | - | 134.1 | 70.0 | 70.0 | - | 140.0 |
| Adjusting items | -3.1 | -52.9 | - | - | -56.0 | -1.5 | -2.6 | - | -4.1 |
| Discontinued operations | - | - | - | - | - | - | -24.9 | - | -24.9 |
| RESULT FOR THE PERIOD | 55.6 | 20.9 | 1.6 | - | 78.1 | 68.5 | 42.5 | - | 111.0 |
| Auto- mobile |
Vehicle Glass |
Moleskine | Elimi- nations |
Group | Auto- mobile |
Vehicle Glass |
Elimi- nations |
Group | |
|---|---|---|---|---|---|---|---|---|---|
| Attributable to: | Distri- | Distri | |||||||
| bution | bution | ||||||||
| Equity holders of the Company | 55.6 | 19.8 | 1.6 | - | 77.0 | 68.5 | 40.3 | - | 108.8 |
| Of which Adjusted result |
58.7 | 70.0 | 1.6 | - | 130.3 | 70.0 | 66.4 | - | 136.4 |
| Adjusting items | -3.1 | -50.2 | - | - | -53.3 | -1.5 | -26.1 | - | -27.6 |
| Non-controlling interests | - | 1.1 | - | - | 1.1 | - | 2.2 | - | 2.2 |
| RESULT FOR THE PERIOD | 55.6 | 20.9 | 1.6 | - | 78.1 | 68.5 | 42.5 | - | 111.0 |
In the 6-month period ended 30 June 2017 and 30 June 2016, the Group identified the following items as adjusting items:
| EUR million | 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Moleskine | Group | Automobile | Vehicle | Group | |||
| Distribution | Glass | Distribution | Glass | ||||||
| Adjusting items | |||||||||
| Included in operating result | -3.5 | -42.5 | - | -46.0 | 2.8 | -2.5 | 0.3 | ||
| Re-measurements of financial instruments | - | -2.8 | (d) | - | -2.8 | - | 2.4 | (d) | 2.4 |
| Amortisation of customer contracts | - | -3.3 | (e) | - | -3.3 | - | -4.6 | (e) | -4.6 |
| Amortisation of brands with finite useful life |
- | -0.4 | (f) | - | -0.4 | - | -0.5 | (f) | -0.5 |
| Impairment of goodwill and of non current assets |
- | -20.0 | (g) | - | -20.0 | - | - | (g) | - |
| Other adjusting items | -3.5 | (a) -16.0 |
(h) | - | -19.5 | 2.8 | (a) 0.2 |
(h) | 3.0 |
| Included in net finance costs | -1.3 | - | - | -1.3 | -0.7 | - | -0.7 | ||
| Re-measurements of put options granted to non-controlling interests |
-1.3 | (b) - |
- | -1.3 | -0.7 | (b) - |
-0.7 | ||
| Included in equity accounted result | -0.1 | (c) - |
- | -0.1 | -0.4 | (c) -0.8 |
(i) | -1.2 | |
| Included in result before taxes (PBT) | -4.9 | -42.5 | - | -47.4 | 1.7 | -3.3 | -1.6 |
In the prior period, other adjusting items (EUR 0.2 million) related to the partial release of the France restructuring provision.
(i) In the prior period, EUR -0.8 million related to the full write-off of the 40% interest in Carglass Brazil.
| EUR million | 2017 | 2016 | |||||
|---|---|---|---|---|---|---|---|
| Automobile Distribution |
Vehicle Glass |
Moleskine | Group | Automobile Distribution |
Vehicle Glass |
Group | |
| From reported PBT to adjusted PBT, Group's share: |
|||||||
| Reported PBT | 61.7 | 54.5 | 1.0 | 117.2 | 66.9 | 88.0 | 154.9 |
| Less: Adjusting items in PBT | 4.9 | 42.5 | - | 47.4 | -1.7 | 3.3 | 1.6 |
| Adjusted PBT | 66.6 | 97.0 | 1.0 | 164.6 | 65.2 | 91.3 | 156.5 |
| Less: Share of the group in tax on adjusted results of equity-accounted investees |
1.2 | - | - | 1.2 | 1.5 | - | 1.5 |
| Share of non-controlling interests in adjusted PBT | - | -5.0 | - | -5.0 | - | -4.7 | -4.7 |
| Adjusted PBT, Group's share | 67.8 | 92.0 | 1.0 | 160.8 | 66.7 | 86.6 | 153.3 |
| From adjusted PBT Group's share, to adjusted PAT, Group's share: |
|||||||
| Adjusted PBT, Group's share | 67.8 | 92.0 | 1.0 | 160.8 | 66.7 | 86.6 | 153.3 |
| Share of the group in tax on adjusted result of equity-accounted investees |
-1.2 | - | - | -1.2 | -1.5 | - | -1.5 |
| Adjusted tax, Group's share | -7.9 | -22.0 | 0.6 | -29.3 | 4.8 | -20.2 | -15.4 |
| Adjusted PAT, Group's share | 58.7 | 70.0 | 1.6 | 130.3 | 70.0 | 66.4 | 136.4 |
| From adjusted PAT, Group's share, to adjusted result for the period attributable to equity holder of the Company |
|||||||
| Adjusted PAT, Group's share | 58.7 | 70.0 | 1.6 | 130.3 | 70.0 | 66.4 | 136.4 |
| Share of the group in adjusted discontinued operations |
- | - | - | - | - | - | - |
| Adjusted result of the period attributable to equity holders of the Company |
58.7 | 70.0 | 1.6 | 130.3 | 70.0 | 66.4 | 136.4 |
| EUR million | 2017 | 2016 | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Moleskine | Group | Automobile | Vehicle | Group | |
| Distribution | Glass | Distribution | Glass | ||||
| Adjusted PBT, Group's share | 67.8 | 92.0 | 1.0 | 160.8 | 66.7 | 86.6 | 153.3 |
| Excluding: | |||||||
| Contribution of Moleskine | - | -1.0 | -1.0 | - | - | - | |
| Inter-segment financing income | -2.2 | - | - | -2.2 | - | - | - |
| Adjusted PBT, Group's share (constant perimeter) | 65.6 | 92.0 | - | 157.6 | 66.7 | 86.6 | 153.3 |
In the Automobile Distribution segment, the EUR -2.2 million relates to the inter-segment financing income on the loan granted to Moleskine in the framework of the acquisition.
In order to better reflect its indebtedness, the Group uses the concept of net debt. This non-GAAP measure, i.e. its definition is not addressed by IFRS, 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 less cash, cash equivalents and non-current and current asset investments. It excludes the fair value of derivative debt instruments. The hedged loans and borrowings (i.e. those that are accounted for in accordance with the hedge accounting rules of IAS 39) are translated at the contractual foreign exchange rates of the related cross currency swaps. The other loans and borrowings are translated at closing foreign exchange rates.
| EUR million | 30 June 2017 | 30 June 2016 | ||||||
|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Moleskine | Group | Automobile | Vehicle | Group | ||
| Distribution | Glass | Distribution | Glass | |||||
| Non-current loans and borrowings | 2.2 | 607.4 | 138.3 | 747.9 | 5.3 | 575.1 | 580.4 | |
| Current loans and borrowings | 187.7 | 101.4 | 51.3 | 340.4 | 9.9 | 183.4 | 193.3 | |
| Inter-segment loans | -330.2 | 180.5 | 149.7 | - | -75.0 | 75.0 | - | |
| Gross debt | -140.3 | 889.3 | 339.3 | 1,088.3 | -59.8 | 833.5 | 773.7 | |
| Less: Cash and cash equivalents | -5.3 | -35.9 | -37.9 | -79.1 | -171.8 | -34.0 | -205.8 | |
| Less: Held-to-maturity investments | - | - | - | - | -25.0 | - | -25.0 | |
| Less: Other non-current receivables | -20.0 | - | - | -20.0 | -20.0 | - | -20.0 | |
| Less: Other current receivables | -2.4 | - | - | -2.4 | -1.2 | - | -1.2 | |
| Total net debt | -168.0 | 853.4 | 301.4 | 986.8 | -277.8 | 799.5 | 521.7 |
The inter-segment loans comprise amounts lent by the Automobile Distribution segment to the Vehicle Glass segment and to the Moleskine segment (non-recourse loan in the framework of the acquisition), at arm's length conditions.
In the period, in the Vehicle Glass segment, private placement notes of USD 125 million and GBP 20 million matured in April 2017 and were reimbursed using headroom under existing bank facilities. In the period, in the Vehicle Glass segment, current loans and borrowings comprise an US private placement of USD 50 million (ca. EUR 44 million) maturing in April 2018.
To the best of our knowledge, there are no other major risks influencing the remaining six months of the financial year than those disclosed on pages 70-73 and 93-97 of our 2016 financial and directors' report.
6-month period ended 30 June
| EUR million | Notes | 2017 | 2016 |
|---|---|---|---|
| Revenue | 3,699.5 | 3,419.0 | |
| Cost of sales | -2,575.7 | -2,380.9 | |
| Gross margin | 1,123.8 | 1,038.1 | |
| Commercial and administrative expenses | -952.7 | -872.8 | |
| Other operating income | 2.7 | 6.1 | |
| Other operating expenses | 7 | -35.5 | -0.5 |
| Operating result | 138.3 | 170.9 | |
| Net finance costs | -22.8 | -17.4 | |
| Finance income | 0.6 | 0.7 | |
| Finance costs | -23.4 | -18.1 | |
| Share of result of equity-accounted investees, net of income tax | 5 | 1.7 | 1.4 |
| Result before tax | 117.2 | 154.9 | |
| Income tax expense | 6 | -39.1 | -19.0 |
| Result from continuing operations | 78.1 | 135.9 | |
| Discontinued operations | - | -24.9 | |
| RESULT FOR THE PERIOD | 78.1 | 111.0 | |
| Result attributable to: | |||
| Equity holders of the Company | 77.0 | 108.8 | |
| Non-controlling interests ("NCI") | 1.1 | 2.2 | |
| Earnings per share | |||
| Basic (EUR) | 10 | 1.40 | 1.99 |
| Diluted (EUR) | 10 | 1.40 | 1.99 |
| Earnings per share - Continuing operations | |||
| Basic (EUR) | 10 | 1.40 | 2.42 |
| Diluted (EUR) | 10 | 1.40 | 2.42 |
The notes on pages 22 to 32 are an integral part of these condensed consolidated interim financial statements.
The Group uses Alternative Performance Measures (non-GAAP measures) to reflect its financial performance – See interim management report and press release.
6-month period ended 30 June
| EUR million | Notes | 2017 | 2016 |
|---|---|---|---|
| Result for the period | 78.1 | 111.0 | |
| Other comprehensive income | |||
| Items that will never be reclassified to profit or loss: | 23.8 | -19.9 | |
| Re-measurements of defined benefit liabilities/assets | 8 | 30.1 | -24.8 |
| Related tax | -5.4 | 4.9 | |
| Equity-accounted investees - share of OCI (defined benefits, net of tax) | -0.9 | - | |
| Items that may be reclassified subsequently to profit or loss: | -19.9 | 12.0 | |
| Translation differences | -19.1 | -13.0 | |
| Reclassification of foreign currency difference on loss of control | - | 24.9 | |
| Cash flow hedges: fair value gains (losses) in equity | -0.7 | 0.5 | |
| Tax relating to cash flow hedges | -0.1 | -0.4 | |
| Other comprehensive income, net of tax | 3.9 | -7.9 | |
| Total comprehensive income for the period | 82.0 | 103.1 | |
| being: attributable to equity holders of the Company |
80.3 | 101.3 | |
| attributable to non-controlling interests ("NCI") | 1.7 | 1.8 |
| EUR million Notes |
30 June 2017 | 31 Dec. 2016 | 30 June 2016 |
|---|---|---|---|
| 7 Goodwill |
1,072.1 | 1,091.2 | 1,001.8 |
| Intangible assets | 884.1 | 876.8 | 466.4 |
| Property, plant & equipment | 585.3 | 574.4 | 550.2 |
| Investment property | 9.2 | 3.8 | 3.6 |
| Equity-accounted investees 5 |
64.6 | 63.8 | 61.4 |
| Available-for-sale financial assets | - | 0.5 | 1.0 |
| Employee benefits | 11.7 | 0.5 | 31.0 |
| Deferred tax assets | 75.9 | 86.3 | 45.3 |
| Other receivables | 27.6 | 27.9 | 24.7 |
| Non-current assets | 2,730.5 | 2,725.2 | 2,185.4 |
| Inventories | 667.6 | 679.0 | 651.6 |
| Held-to-maturity investments | - | - | 25.0 |
| Derivative hedging instruments 12 |
0.4 | 1.0 | 5.0 |
| Derivatives held for trading 12 |
0.9 | 1.2 | - |
| Other financial assets | - | 5.0 | - |
| Current tax assets | 5.4 | 7.5 | 7.2 |
| Trade and other receivables | 471.7 | 309.0 | 407.9 |
| Cash & cash equivalents | 79.1 | 98.2 | 205.8 |
| Assets classified as held for sale | 5.5 | 5.5 | 6.2 |
| Current assets | 1,230.6 | 1,106.4 | 1,308.7 |
| TOTAL ASSETS | 3,961.1 | 3,831.6 | 3,494.1 |
| Capital & reserves attributable to equity holders | 1,711.5 | 1,683.0 | 1,779.4 |
| Non-controlling interests ("NCI") | 0.1 | 0.5 | 1.8 |
| Equity | 1,711.6 | 1,683.5 | 1,781.2 |
| Employee benefits | 35.3 | 53.7 | 38.4 |
| Provisions | 65.6 | 50.5 | 34.9 |
| Loans & borrowings | 747.9 | 760.6 | 580.4 |
| 11 Put options granted to non-controlling interests |
96.6 | 90.0 | 89.3 |
| Other payables | 3.0 | 3.0 | 20.3 |
| Deferred tax liabilities | 155.5 | 145.1 | 27.8 |
| Non-current liabilities | 1,103.9 | 1,102.9 | 791.1 |
| Provisions | 39.0 | 36.2 | 6.1 |
| Loans & borrowings | 340.4 | 358.3 | 193.3 |
| 12 Derivative hedging instruments |
0.9 | 0.9 | 0.3 |
| 12 Derivatives held for trading |
1.6 | - | 2.7 |
| 9 Deferred consideration on acquisition of Moleskine SpA |
- | 15.9 | - |
| Current tax liabilities | 34.7 | 25.0 | 28.0 |
| Trade & other payables | 729.0 | 608.9 | 691.4 |
| Current liabilities | 1,145.6 | 1,045.2 | 921.8 |
| TOTAL EQUITY AND LIABILITIES | 3,961.1 | 3,831.6 | 3,494.1 |
| EUR million | Capital and reserves attributable to equity holders | Total | Non- | Equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Share | Share | Treasury | Hedging | Retained | Cumu- | Group's | controlling | ||
| capital | premium | shares | reserve | earnings | lative | share | interests | ||
| translation | |||||||||
| differences | |||||||||
| At 1 January 2016 | 160.0 | 24.4 | -31.0 | 3.9 | 1,619.0 | -43.0 | 1,733.3 | 1.8 | 1,735.1 |
| Profit for the period | - | - | - | - | 108.8 | - | 108.8 | 2.2 | 111.0 |
| Other comprehensive income | - | - | - | 0.5 | -19.4 | 11.4 | -7.5 | -0.4 | -7.9 |
| Total comprehensive income for the period | - | - | - | 0.5 | 89.4 | 11.4 | 101.3 | 1.8 | 103.1 |
| Treasury shares | - | - | -6.6 | - | - | - | -6.6 | - | -6.6 |
| Dividends | - | - | - | - | -49.3 | - | -49.3 | -2.3 | -51.6 |
| Put options - movements of the period | - | - | - | - | - | - | - | 0.5 | 0.5 |
| Transfer within reserve | - | - | - | - | -1.6 | 1.6 | - | - | - |
| Other movements | - | - | - | - | 0.7 | - | 0.7 | - | 0.7 |
| Total contribution and distribution | - | - | -6.6 | - | -50.2 | 1.6 | -55.2 | -1.8 | -57.0 |
| Acquisition of NCI without change in control | - | - | - | - | - | - | - | - | - |
| Acquisition of subsidiary with NCI | - | - | - | - | - | - | - | - | - |
| Total change in ownership interests | - | - | - | - | - | - | - | - | - |
| At 30 June 2016 | 160.0 | 24.4 | -37.6 | 4.4 | 1,658.2 | -30.0 | 1,779.4 | 1.8 | 1,781.2 |
| At 1 January 2017 | 160.0 | 24.4 | -34.3 | 0.1 | 1,556.3 | -23.5 | 1,683.0 | 0.5 | 1,683.5 |
| Profit for the period | - | - | - | - | 77.0 | - | 77.0 | 1.1 | 78.1 |
| Other comprehensive income | - | - | - | -0.7 | 22.5 | -18.5 | 3.3 | 0.6 | 3.9 |
| Total comprehensive income for the period | - | - | - | -0.7 | 99.5 | -18.5 | 80.3 | 1.7 | 82.0 |
| Treasury shares | - | - | -0.5 | - | - | - | -0.5 | - | -0.5 |
| Dividends (see note 8) | - | - | - | - | -52.1 | - | -52.1 | -2.9 | -55.0 |
| Put options - movements of the period | - | - | - | - | - | - | - | 0,8 | 0,8 |
| Other movements | - | - | - | - | 0.8 | - | 0.8 | - | 0.8 |
| Total contribution and distribution | - | - | -0.5 | - | -51.3 | - | -51.8 | -2.1 | -53.9 |
| Acquisition of NCI without change in control | - | - | - | - | - | - | - | - | - |
| Acquisition of subsidiary with NCI | - | - | - | - | - | - | - | - | - |
| Total change in ownership interests | - | - | - | - | - | - | - | - | - |
| At 30 June 2017 | 160.0 | 24.4 | -34.8 | -0.6 | 1,604.5 | -42.0 | 1,711.5 | 0.1 | 1,711.6 |
6-month period ended 30 June
| Cash flows from operating activities - Continuing 78.1 135.9 Result for the period 39.1 19.0 Income tax expense 5 -1.7 -1.4 Share of result of equity-accounted investees, net of income tax 22.8 17.4 Net finance costs 138.3 170.9 Operating result from continuing operations 74.2 68.9 Depreciation and amortisation 7 20.0 - Impairment losses on goodwill and other non-current assets 26.3 -4.4 Other non cash items -3.2 -3.5 Employee benefits -1.5 - Other cash items -42.3 10.0 Change in net working capital 211,8 241.9 Cash generated from operations -19.7 -8.7 Income tax paid 192.1 233.2 Net cash from operating activities Cash flows from investing activities - Continuing -76.4 -61.9 Purchase of property, plant and equipment and intangible assets 2.4 11.7 Sale of property, plant and equipment and intangible assets -74.0 -50.2 Net capital expenditure 9 -42.0 -11.4 Acquisition of subsidiaries (net of cash acquired) 0.4 - Sale of equity instruments (net of cash disposed of) -0.2 -0.4 Contribution of cash to joint ventures - 34.8 Proceeds from the sale of investments in held-to-maturity financial assets 0.9 0.6 Interest received - 0.3 Dividends received from equity-accounted investees 5.2 0.4 Net investment in other financial assets -109.7 -25.9 Net cash from investing activities Cash flows from financing activities - Continuing -0.5 -6.6 Net disposal/(acquisition) of treasury shares -19.8 -16.1 Repayment of finance lease liabilities 1.2 -8.4 Net change in other loans and borrowings -22.3 -18.3 Interest paid 8 -52.1 -49.3 Dividends paid by Company -2.9 -2.3 Dividends received from/(paid by) subsidiaries -96.4 -101.0 Net cash from financing activities -14.0 106.3 Cash flows from continuing operations - - Cash flows from discontinued operations -14.0 106.3 TOTAL CASH FLOW FOR THE PERIOD Reconciliation with statement of financial position 98.2 110.7 Cash at beginning of period 98.2 110.7 Cash and cash equivalents at beginning of period -14.0 106.3 Total cash flow for the period -5.1 -11.2 Translation differences 79.1 205.8 Cash and cash equivalents at end of period |
EUR million | Notes | 2017 | 2016 |
|---|---|---|---|---|
| Included within "Cash and cash equivalents" | 79.1 | 205.8 |
s.a. D'Ieteren n.v. (the Company) is a public company incorporated and domiciled in Belgium, whose controlling shareholders are listed in note 28 of the 2016 Consolidated Financial Statements. The address of the Company's registered office is: Rue du Mail 50 B-1050 Brussels
In existence since 1805, and across family generations, the Company seeks growth and value creation by pursuing a strategy on the long term for its businesses and actively encouraging and supporting them to develop their position in their industry or in their geographies. The Company, its subsidiaries and its interests in associates and joint ventures (together the Group) form an international group, currently active in three activities articulated around strong brands:
The Company is listed on Euronext Brussels.
These condensed consolidated interim financial statements have been authorized for issue by the Board of Directors on 31 August 2017.
On 2 May 2017, as part of the regular review of its strategic options, the Company announced that it is exploring the potential to bring a minority partner in Belron, the world leader in vehicle glass replacement and repair. D'Ieteren's aim is to remain the majority shareholder while strengthening its investment capacity. The non-binding offers were received by the end of July and the process continues with a more limited number of interested parties which will have to submit binding offers by end of October. The partial sale of Belron shares to a minority partner would allow D'Ieteren to broaden its activities and pursue its long-term strategy which aims to invest in other activities with high growth potential. Belron's management is fully aligned with this potential transaction which is consistent with Belron's strategic vision. D'Ieteren will continue to provide full support to Belron's development, both in the vehicle glass repair and replacement market and in the ongoing search for new services.
In order to better reflect its underlying performance and assist investors in gaining a better understanding of its financial performance, the Group uses Alternative Performance Measures ("APMs"). These APMs are non-GAAP measures, i.e. their definition is not addressed by 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.
Taking into account ESMA guidelines on APMs published in October 2015, the Board of Directors has decided that, as from 31 December 2016, the APMs are presented in the consolidated management reports and press releases.
These condensed consolidated interim financial statements are for the six months ended 30 June 2017. They are presented in euro, which is the Group's functional currency. All amounts have been rounded to the nearest million, unless otherwise indicated. They have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union ("EU"). They do not include all the information required for a complete set of IFRS financial statements. They have been prepared in a condensed format, with selected explanatory notes to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements. Therefore, they should be read in conjunction with the 2016 annual consolidated financial statements.
In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the 2016 annual consolidated financial statements.
The accounting policies applied are consistent with those summarized in note 2 of the 2016 annual consolidated financial statements, except for the adoption of new standards and amendments to standards effective as of 1 January 2017.
There are no new standards and amendments to standards that are mandatory for the first time for the Group's accounting period beginning on 1 January 2017 which have a significant impact on the Group's consolidated financial statements.
The amendments to IAS 12 "Income Taxes – Recognition of Deferred Tax Assets for Unrealised Losses" and to IAS 7 "Cash Flow Statements – Disclosure Initiative" and the annual improvements to IFRS 2014-2016 cycle, effective 1 January 2017, effective 1 January 2017, have not been adopted since they are not yet endorsed by the EU. If adopted, they would not have had a significant impact on the Group's consolidated financial statements.
The standards, amendments and interpretations to existing standards issued by the IASB but not yet effective in 2017 have not been early adopted by the Group. They are listed below.
The Group has completed an initial assessment of the potential impact of the adoption of IFRS 15 and IFRS 16 on its consolidated financial statements.
In the Automobile Distribution segment, the Group focused the assessment on its major revenue streams, namely the sale of new vehicles to independent dealers and to final customers, the sale of used vehicles to final customers, the sale of spare parts and accessories, and the rendering of after-sale services.
The assessment that has been performed includes the following steps: the identification of the contract, the identification of performance obligations, the determination of the transaction price, the allocation of the transaction price and the revenue recognition. Even though customers might sometime enter into more than one contract at the same time, the criteria defined in IFRS 15 for contract combination would not be met. No significant impact has been identified as a result of the impact assessment exercise.
A particular attention was paid to variable bonuses when determining the transaction price. Variable bonuses are sometimes granted to independent dealers upon achievement of qualitative and quantitative targets. Such targets are established annually and are typically assessed and paid on a quarterly basis. However, the Group identified some exceptions whereby bonuses are assessed and paid annually. Under the new standard, such exceptions represent variable considerations. The estimation of such variable considerations at half year appears reasonable and would not lead to significant reversal in cumulative revenue.
Under the new standard, the timing of revenue recognition would remain largely unchanged as control of the goods is transferred to the customer upon delivery (for sale of vehicles and spare parts) or as services are rendered (after-sale services).
The Vehicle Glass segment has performed a high level review of the impact of the new standard using the five-step model per IFRS 15. The initial assessment indicates that there will be no significant changes to timing of when revenue is recognised.
Based on the review it is expected that revenue related to VGRR (the primary income stream) will still be recognised based on when the glass is replaced or repaired. Secondary income streams are services that are ancillary and adjacent to VGRR include claims management and accident repair. Whilst these are under further review, the initial assessment indicates there will be no significant impact of the timing of revenue recognition. Licenses and franchising agreements may be distinct from the other goods and services included in a contract and therefore represent separate performance obligations. However based on the preliminary assessment this is not likely to be significant to the accounts.
In the Moleskine segment, the Group performed a high-level review of existing contracts with customers. The major findings are listed below:
Based on the preliminary assessment performed, the adoption of the new standard is not likely to significantly alter the timing of revenue recognition and to have a significant impact on the financial statements.
The Group plans to adopt IFRS 15 in its consolidated financial statements for the year ending 31 December 2018, using the retrospective approach.
Based on the first current analysis available, it is anticipated that the impact of IFRS 16 will be material to the Group when adopted, particularly in the Vehicle Glass and Moleskine segments. The most significant impact identified is that the Group will recognize new assets and liabilities for its operating leases. In addition, the nature of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense.
In the Vehicle Glass segment, the standard will primarily affect the accounting for the operating leases (mainly buildings rentals). As at 30 June 2017, the Group has non-cancellable operating lease commitments of ca. EUR 560 million. The amount of additional assets and liabilities that would be recognized and the precise impact of these commitments on the group's profit and classification of cash flows is still being assessed.
In the Moleskine segment, the most significant impact identified is that the Group will recognise new assets and liabilities for its operating leases of retail stores. As at 30 June 2017, non-cancellable operating lease commitments amounts to ca. EUR 40 million. The magnitude of the balance sheet impacts and of the nature of expenses related to those leases is still under investigation.
No significant impact is expected in the Automobile Distribution segment.
At this stage, the Group does not intend to adopt the standard before its effective date (1 January 2019).
The Automobile Distribution segment experiences a higher demand for new vehicles (sales of new vehicles represent about 80% of total external revenue of the segment) in the first half of the year. This phenomenon is further increased every two years by the impact of the Brussels' Car and Motorcycle Show (the last one took place in January 2016).
The Vehicle Glass segment experiences some natural increases in business in the early part of the year corresponding with cold weather in Europe and in North America, and in mid-summer prior to the start of the continental European holiday season.
The Moleskine segment experiences some natural increases in business during the course of the year. The sales are highly concentrated over the last quarter, as the Christmas period approaches.
The Group's reportable operating segments are Automobile Distribution, Vehicle Glass and Moleskine.
The Automobile Distribution segment includes the automobile distribution activities (D'Ieteren Auto - see note 1) as well as corporate activities. The Vehicle Glass segment comprises Belron s.a. and its subsidiaries (see note 1). The Moleskine segment comprises Moleskine S.p.a. and its subsidiaries (see note 1).
These operating segments are consistent with the Group's organisational and internal reporting structure.
| EUR million | Notes | 2017 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Auto- mobile |
Vehicle Glass |
Moleskine | Elimi- nations |
Group | Auto- mobile |
Vehicle Glass |
Elimi- nations |
Group | ||
| Distri- | Distri | |||||||||
| External revenue | bution 1,828.1 |
1,806.8 | 64.6 | - | 3,699.5 | bution 1,713.8 |
1,705.2 | - | 3,419.0 | |
| Inter-segment revenue | 4.3 | - | - | -4.3 | - | 4.0 | - | -4.0 | - | |
| Segment revenue | 1,832.4 | 1,806.8 | 64.6 | -4.3 | 3,699.5 | 1,717.8 | 1,705.2 | -4.0 | 3,419.0 | |
| Operating result (being segment result) | 59.6 | 72.6 | 6.1 | - | 138.3 | 65.7 | 105.2 | - | 170.9 | |
| Net finance costs | 0.4 | -18.1 | -5.1 | - | -22.8 | -1.0 | -16.4 | - | -17.4 | |
| Finance income | 0.3 | 0.2 | 0.1 | - | 0.6 | 0.4 | 0.3 | - | 0.7 | |
| Finance costs | -2.6 | -17.8 | -3.0 | - | -23.4 | -1.7 | -16.4 | - | -18.1 | |
| Inter-segment financing interest | 2.7 | -0.5 | -2.2 | - | - | 0.3 | -0.3 | - | - | |
| Share of result of equity-accounted investees, net of income tax |
5 | 1.7 | - | - | - | 1.7 | 2.2 | -0.8 | - | 1.4 |
| Result before tax | 61.7 | 54.5 | 1.0 | - | 117.2 | 66.9 | 88.0 | - | 154.9 | |
| Income tax expense | 6 | -6.1 | -33.6 | 0.6 | - | -39.1 | 1.6 | -20.6 | - | -19.0 |
| Result from continuing operations | 55.6 | 20.9 | 1.6 | - | 78.1 | 68.5 | 67.4 | - | 135.9 | |
| Discontinued operations | - | - | - | - | - | - | -24.9 | - | -24.9 | |
| RESULT FOR THE PERIOD | 55.6 | 20.9 | 1.6 | - | 78.1 | 68.5 | 42.5 | - | 111.0 |
| Auto- | Vehicle | Moleskine | Elimi- | Group | Auto- | Vehicle | Elimi- | Group | |
|---|---|---|---|---|---|---|---|---|---|
| mobile | Glass | nations | mobile | Glass | nations | ||||
| Attributable to: | Distri- | Distri | |||||||
| bution | bution | ||||||||
| Equity holders of the Company | 55.6 | 19.8 | 1.6 | - | 77.0 | 68.5 | 40.3 | - | 108.8 |
| Non-controlling interests | - | 1.1 | - | - | 1.1 | - | 2.2 | - | 2.2 |
| RESULT FOR THE PERIOD | 55.6 | 20.9 | 1.6 | - | 78.1 | 68.5 | 42.5 | - | 111.0 |
Segment Statement of Financial Position - Operating Segments
| EUR million | Notes | 30 June 2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Moleskine | Group | Autombile | Vehicle | Group | ||
| Distribution | Glass | Distribution | Glass | |||||
| Goodwill | 7 | 12.3 | 887.9 | 171.9 | 1,072.1 | 12.3 | 989.5 | 1,001.8 |
| Intangible assets | 9.9 | 464.3 | 409.9 | 884.1 | 9.9 | 456.5 | 466.4 | |
| Property, plant & equipment | 195.5 | 380.2 | 9.6 | 585.3 | 190.3 | 359.9 | 550.2 | |
| Investment property | 9.2 | - | - | 9.2 | 3.6 | - | 3.6 | |
| Equity-accounted investees | 5 | 64.6 | - | - | 64.6 | 61.4 | - | 61.4 |
| Available-for-sale financial assets | - | - | - | - | 0.5 | 0.5 | 1.0 | |
| Employee benefits | - | 11.7 | - | 11.7 | - | 31.0 | 31.0 | |
| Deferred tax assets | 27.3 | 36.8 | 11.8 | 75.9 | 2.2 | 43.1 | 45.3 | |
| Other receivables | 23.2 | 2.0 | 2.4 | 27.6 | 22.6 | 2.1 | 24.7 | |
| Non-current assets | 342.0 | 1,782.9 | 605.6 | 2,730.5 | 302.8 | 1,882.6 | 2,185.4 | |
| Inventories | 336.5 | 298.5 | 32.6 | 667.6 | 361.2 | 290.4 | 651.6 | |
| Held-to-maturity investments | - | - | - | - | 25.0 | - | 25.0 | |
| Derivative hedging instruments | 12 | - | 0.4 | - | 0.4 | - | 5.0 | 5.0 |
| Derivatives held for trading | 12 | - | 0.9 | - | 0.9 | - | - | - |
| Current tax assets | - | 4.3 | 1.1 | 5.4 | 0.9 | 6.3 | 7.2 | |
| Trade and other receivables | 81.7 | 356.5 | 33.5 | 471.7 | 82.0 | 325.9 | 407.9 | |
| Cash & cash equivalents | 5.3 | 35.9 | 37.9 | 79.1 | 171.8 | 34.0 | 205.8 | |
| Assets classified as held for sale | 5.5 | - | - | 5.5 | 6.2 | - | 6.2 | |
| Current assets | 429.0 | 696.5 | 105.1 | 1,230.6 | 647.1 | 661.6 | 1,308.7 | |
| TOTAL ASSETS | 771.0 | 2,479.4 | 710.7 | 3,961.1 | 949.9 | 2,544.2 | 3,494.1 | |
| Capital & reserves attributable to equity holders | 1,711.5 | - | - | 1,711.5 | 1,779.4 | - | 1,779.4 | |
| Non-controlling interests | - | 0.1 | - | 0.1 | - | 1.8 | 1.8 | |
| Equity | 1,711.5 | 0.1 | - | 1,711.6 | 1,779.4 | 1.8 | 1,781.2 | |
| Employee benefits | 24.6 | 8.8 | 1.9 | 35.3 | 7.5 | 30.9 | 38.4 | |
| Provisions | 19.1 | 46.4 | 0.1 | 65.6 | 21.8 | 13.1 | 34.9 | |
| Loans & borrowings | 2.2 | 607.4 | 138.3 | 747.9 | 5.3 | 575.1 | 580.4 | |
| Inter-segment loan | -149.7 | - | 149.7 | - | - | - | - | |
| Put options granted to non-controlling interests | 11 | 96.6 | - | - | 96.6 | 89.3 | - | 89,3 |
| Other payables | - | 1.7 | 1.3 | 3.0 | - | 20.3 | 20.3 | |
| Deferred tax liabilities | 26.7 | 16.9 | 111.9 | 155.5 | 10.4 | 17.4 | 27.8 | |
| Non-current liabilities | 19.5 | 681.2 | 403.2 | 1,103.9 | 134.3 | 656.8 | 791.1 | |
| Provisions | - | 37.4 | 1.6 | 39.0 | - | 6.1 | 6.1 | |
| Loans & borrowings | 187.7 | 101.4 | 51.3 | 340.4 | 9.9 | 183.4 | 193.3 | |
| Inter-segment loan | -180.5 | 180.5 | - | - | -75.0 | 75.0 | - | |
| Derivative hedging instruments | 12 | - | 0.9 | - | 0.9 | - | 0.3 | 0.3 |
| Derivatives held for trading | 12 | - | 1.6 | - | 1.6 | - | 2.7 | 2.7 |
| Current tax liabilities | 3.5 | 28.6 | 2.6 | 34.7 | 3.4 | 24.6 | 28.0 | |
| Trade & other payables | 184.2 | 513.0 | 31.8 | 729.0 | 169.6 | 521.8 | 691.4 | |
| Current liabilities | 194.9 | 863.4 | 87.3 | 1,145.6 | 107.9 | 813.9 | 921.8 | |
| TOTAL EQUITY AND LIABILITIES | 1,925.9 | 1,544.7 | 490.5 | 3,961.1 | 2,021.6 | 1,472.5 | 3,494.1 |
For segment statement of financial position as per 31 December 2016, see note 3.3 of the 2016 annual consolidated financial statements.
In 2017 and 2016, four group entities are accounted for using the equity method :
| EUR million | 30 June 2017 | 31 December 2016 | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Moleskine | Group | Autombile | Vehicle | Group | |
| Distribution | Glass | Distribution | Glass | ||||
| Interests in joint ventures | 63.4 | - | - | 63.4 | 62.7 | - | 62.7 |
| Interests in associate | 1.2 | - | - | 1.2 | 1.1 | - | 1.1 |
| Total of equity-accounted investees | 64.6 | - | - | 64.6 | 63.8 | - | 63.8 |
| EUR million | 30 June 2017 | 30 June 2016 | |||||
|---|---|---|---|---|---|---|---|
| Automobile | Vehicle | Moleskine | Group | Autombile | Vehicle | Group | |
| Distribution | Glass | Distribution | Glass | ||||
| Share of profit in joint ventures | 1.6 | - | - | 1.6 | 2.2 | - | 2.2 |
| Share of profit in associate | 0.1 | - | - | 0.1 | - | -0.8 | -0.8 |
| Total of share of result after tax of equity accounted investees |
1.7 | - | - | 1.7 | 2.2 | -0.8 | 1.4 |
In 2017 and 2016, the largest equity-accounted investeesis the joint venture Volkswagen D'Ieteren Finance (VDFin), owned 50% minus one share by the Group and 50% plus one share by Volkswagen Financial Services (a subsidiary of the Volkswagen group), active in a full range of financial services related to the sale of the Volkswagen group vehicles on the Belgian market.
The following table summarises the financial information of VDFin as included in its own financial statements, adjusted for differences in accounting policies, and also reconciles this summarised financial information to the carrying amount of the Group's interest in VDFin.
| EUR million | 30 June 2017 | 31 December 2016 |
|---|---|---|
| Non-current assets | 1,122.2 | 982.0 |
| Current assets (excluding cash and cash equivalents) | 664.0 | 602.8 |
| Cash and cash equivalents | 56.8 | 52.9 |
| Non-current liabilities (excluding financial liabilities) | -9.0 | -6.2 |
| Non-current financial liabilities | -581.0 | -643.0 |
| Current liabilities (excluding financial liabilities) | -131.0 | -99.7 |
| Current financial liabilities | -993.5 | -762.9 |
| Net assets (100%) | 128.5 | 125.9 |
| Group's share of net assets (49,99%) and carrying amount of interest in joint venture | 64.2 | 62.9 |
| EUR million | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Revenue | 169.1 | 159.5 |
| Profit before tax | 6.8 | 7.8 |
| Result for the period (100%) | 4.3 | 5.2 |
| Other comprehensive income (100%) | -1.8 | - |
| Profit (or loss) and total comprehensive income (100%) | 2.5 | 5.2 |
| Group's share of profit (or loss) and comprehensive income (49,99%) | 1.2 | 2.6 |
The Group's consolidated effective tax rate for the six months ended 30 June 2017 is 33% (six months ended 30 June 2016: 12%). The increase in effective tax rate is primarily the result of the impairment charge (EUR 20 million) for which no tax relief is available and the derecognition of certain deferred tax assets on unused tax losses, due to changes in the Group's tax environment.
IAS 36 "Impairment of Assets" requires an impairment test to be performed annually and at each reporting date when there is an indication of a possible impairment (a triggering event).
With revised downward views on the future financial performance of the business in Italy, due to more challenging market conditions particularly in the latter part of the projection period, the Vehicle Glass segment concluded that a triggering event existed at half-year and consequently performed an impairment test on the Italian cash-generating unit in accordance with the requirements of IAS 36 "Impairment of Assets". This impairment review, based on the value in use calculation, was carried out to ensure that the carrying value of this cash-generating unit is stated at no more than its recoverable amount, being the higher of fair value less costs to sell and value in use.
This review led to the conclusion that the carrying value of Italy is not anymore supported by the latest long term financial projections. An impairment charge of EUR 16 million (in other operating expenses) has been recognised and fully allocated to goodwill.
The Vehicle Glass segment did not identify any indicators of impairment in other cash-generating units (i.e. countries) as a result of market information, country performances or in the work performed during the preparation in the first half of the year of the latest long term financial plan. Consequently, as allowed under IAS 36 "Impairment of Assets", the Vehicle Glass segment did not perform a formal impairment testing at the half year elsewhere. A formal calculation will be completed in the second half of the year for all cash-generating units.
In determining the value in use of the Italian cash-generating unit ("CGU"), the Vehicle Glass segment calculated the present value of the estimated future cash flows expected to arise from the continuing use of the assets using a specific pre-tax discount rate reflecting the risk profile of the identified cash-generating unit. This pre-tax discount rate is based upon the weighted average cost of capital of the cash-generating unit with appropriate adjustment for the relevant risks associated with the business and with the underlying country ("country risk premium"). Pretax discount rate of 10.3% was used in determining the recoverable amount of the Italian CGU. Estimated future cash flows are based on projected long-term plan approved by management, with extrapolation thereafter (terminal value) based on a long-term average growth rate. This growth rate is set at 2%. The projected long-term plan covers a five-year period.
The Board of Directors of the Company did not review the carrying amount of its investments in Belron and in Moleskine because there were no impairment indicators at its level at 30 June 2017.
Key assumptions of the financial projections in supporting the value of goodwill and intangible assets with indefinite useful lives include revenue growth rates, operating margins, long-term growth rates and segment share. Future cash flows are estimates that may be revised in future periods as underlying assumptions might change. Should the assumptions vary adversely in the future, the value in use of goodwill and intangible assets with indefinite useful lives may fall below their carrying amounts. Based on current valuations, headroom appears to be sufficient for most cash-generating units to comfortably absorb a normal variation in the underlying assumptions. The exceptions are highlighted below.
A reduction in the long term growth rate of 1% would result in a further impairment charge of EUR 2 million (Italy). A decrease in margins of 0.5% would result in a further impairment charge of EUR 6 million (Italy). An increase in the discount rate of 1% would result in a further impairment charge of EUR 4 million (Italy).
The EUR 19.1 million decrease in goodwill during the period mainly reflectsthe additions arising from business combinations that occurred during the period (EUR 17 million – see note 9) and from put options (EUR 6 million – see note 11), the impairment charge recognised on the Italian CGU (EUR -16 million) and translation differences (EUR -24 million).
In the Vehicle Glass segment, the other operating expenses also comprised an impairment charge of EUR 4.0 million on capitalised IT software costs in the United States following a decision to terminate a project to develop a new supply chain system.
The Ordinary General Meeting of 1 June 2017 decided to distribute a gross dividend of EUR 0.95 per share for the year 2016. Payment of the dividend started on 8 June 2017. The aggregate dividend amounts to EUR 52.1 million.
Treasury shares (1,072,789 at the end of the period; 1,101,692 at 31 December 2016) are held to cover the stock option plans set up by the Company since 1999 (see note 13 of these condensed consolidated interim financial statements and note 35 of the 2016 annual consolidated financial statements).
In the Consolidated Statement of Comprehensive Income, the movement of EUR 30.1 million related to defined benefit assets/liabilities is primarily due to the UK pension scheme (Vehicle Glass segment) due to the strong positive returns on investments during the period, as well as an experience gain on the liabilities.
During the period, the Group made the following acquisitions (Vehicle Glass segment only):
The additional revenue arising subsequent to these acquisitions amounts approximately to EUR 2.3 million (approximately EUR 3.5 million if they had occurred on the first day of the period). The results arising subsequent to these acquisitions (even if they had occurred on the first day of the period) are not considered material to the Group and accordingly are not disclosed separately.
The details of the net assets acquired, goodwill and consideration of the acquisitions are set out below:
| EUR million | Total provisional fair value (1) |
|---|---|
| Intangibles assets | 12.7 |
| Property, plant & equipment | 4.2 |
| Inventories | 3.9 |
| Trade and other receivables | 10.3 |
| Cash and cash equivalents | 1.0 |
| Deferred tax liabilities | -3.6 |
| Current loans and borrowings | 0.1 |
| Trade and other payables | -19.4 |
| Net assets acquired | 9.2 |
| Non-controlling interests | |
| Goodwill | 17.0 |
| Total consideration | 26.2 |
| Total consideration transfered | |
| Cash payment | 25.5 |
| Non-interest bearing deferred consideration | 0.7 |
| 26.2 |
(1) The fair values have been measured on a provisional basis. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition, then the accounting for the acquisition will be revised.
The goodwill recognised above reflects the expected synergies and other benefits resulting from the combination of the acquired activities with those of the Group. As permitted by IFRS 3 "Business Combinations" (maximum period of 12 months to finalize the acquisition accounting), the above provisional allocation will be reviewed and if necessary reallocated to brands and Intangible assets.
The fair value of the trade and other receivables amounts to EUR 10.3 million and it is expected that the full amount can be collected.
During the period, the Company finalized the purchase price allocation related to the acquisition of Moleskine (October 2016 - see note 11 of the 2016 consolidated financial statements). No change in the initial goodwill allocation (EUR 149.6 million as of 31 December 2016) was performed during the first semester 2017.
The Company confirmed the initial valuation of the Moleskine trademark performed at year-end 2016 (EUR 403 million, of which EUR 54 million was yet recognized in the accounts of Moleskine at the date of acquisition). The analysis related to the partial allocation of the goodwill to inventory to reflect the fair value as of acquisition date led to the conclusion that the fair value adjustment on inventory is not significant and has not been accounted for.
The deferred consideration of EUR 15.9 million recognized as at 31 December 2016 reflected the non-controlling interests to be acquired (see note 11 of the 2016 consolidated financial statements) and was repaid in January 2017 (squeeze out procedure).
Earnings per share ("EPS") and earnings per share for continuing operations ("Continuing EPS") are shown above on the face of the consolidated statement of profit or loss. Basic and diluted EPS are based on the result for the period attributable to equity holders of the Company (based on the result from continuing operations attributable to equity holders of the Company for the continuing EPS), after adjustment for participating shares (each participating share confers one voting right and gives right to a dividend equal to one eighth of the dividend of an ordinary share).
The Group has granted options to employees over ordinary shares of the Company. Such shares constitute the only category of potentially dilutive ordinary shares.
The options over ordinary shares of the Company increased the weighted average number of shares of the Company in the first half of 2016 and 2017 as some option exercise prices were below the average market share price. These options are dilutive for the purpose of calculating diluted earnings per share.
The weighted average number of ordinary shares outstanding during the period is 54,205,477 (54,167,723 in the prior period) and the weighted average number of ordinary shares taken into account for diluted EPS is 54,461,694 (54,296,644 in the prior period).
The Group is committed to acquiring the non-controlling interests owned by third parties in Belron (5.15%), should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interests is reflected as a financial liability in the consolidated statement of financial position.
At 30 June 2017, the exercise price of all options granted to non-controlling interests (put options with related call options, exercisable until 2024) amounts to EUR 96.6 million (EUR 90.0 million as at 31 December 2016).
For put options granted to non-controlling interests (4.15%) prior to 1 January 2010, the difference between the exercise price of the options and the carrying value of the non-controlling interests (EUR 24.0 million as at 30 June 2017) is presented as additional goodwill (EUR 53.8 million as at 30 June 2017; EUR 47.7 million at 31 December 2016).
For put options granted to non-controlling interests (1.0%) as from 1 January 2010, the re-measurement at period end of the financial liability resulting from these options amounts to EUR -1.3 million and is recognised in the consolidated statement of profit or loss in finance costs.
The exercise price of the put options takes into account estimates of the future profitability of Belron. Should the underlying estimates change, the value of the put options recognised in the statement of financial position would be impacted, with impacts on the related goodwill and net finance costs. The carrying value of put options granted to non-controlling interests approximates their fair value.
All Group's financial assets and liabilities measured at fair value in the consolidated statement of financial position are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
At the end of June 2017 and of June 2016, all Group's financial assets and liabilities measured at fair value in the consolidated statement of financial position (derivative hedging instruments and derivatives held for trading) are classified in level 2.
For all Group's financial assets and liabilities not measured at fair value in the consolidated statement of financial position, their fair value approximates their carrying amount, except forthe non-current loans and borrowings of EUR 747.9 million (EUR 580.4 million in the prior period). The fair value amounts to EUR 787.0 million (EUR 652.0 million in the prior period) and is classified in level 2 of the fair value hierarchy as described above.
The fair value of the bonds is determined based on their market prices. The fair value of the other loans and borrowings is based on either tradable market values, or should such market values not be readily available is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.
The fair values of derivative hedging instruments and derivatives held for trading are determined using valuation techniques. The Group uses a variety of methods and makes assumptions based on market conditions at the balance sheet date. The fair value of cross currency interest rate swaps and interest rate swaps is calculated as the present value of future estimated cash flows. The fair value of interest rate caps and collars is valued using option valuation techniques. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date. The fair value of fuel hedge instruments (combination of options, collars and swaps used in the Vehicle Glass segment to hedge the price of fuel purchases) is determined using market valuations prepared by the respective banks that executed the initial transactions at the statement of financial position date based on the present value of the monthly futures forward curve for gasoline given the volume hedged and the contract period. The fair values of forward rate agreements are calculated as the present value of future estimated cash flows.
There is in the Group an equity-settled share-based payment scheme. Since 1999, share option schemes have been granted to officers and managers of the Automobile Distribution segment, in the framework of the Belgian law of 26 March 1999. The underlying share is the ordinary share of s.a. D'Ieteren n.v. Under these schemes, vesting conditions are three years' service from grant date and holders of vested options are entitled to purchase shares at the exercice price of the related scheme during the exercise period.
A reconciliation of the movements in the number of outstanding options during the period is as follows:
| Number (in units) | ||
|---|---|---|
| 30 June 2017 | 30 June 2016 | |
| Outstanding options at the beginning of the period | 1,101,692 | 1,056,481 |
| Granted during the period | 160,000 | 312,000 |
| Exercised during the period | -198,903 | -155,168 |
| Outstanding options at the end of the period | 1,062,789 | 1,213,313 |
| of which: exercisable at the end of the period | 300,346 | 466,259 |
All outstanding options are covered by treasury shares (see note 8).
During the period, one new plan totalling 160,000 options was granted at the exercise prices of EUR 41.80 and with an exercise period starting 1 January 2021 and ending in March 2027.
D'Ieteren Auto has signed a letter of intent to acquire two Rietje dealerships and a multi brand body shop in the northern Antwerp region. The deal does not include the buildings. The closing is subject to the approval of the competition authorities. The deal is in line with D'Ieteren's strategy to reinforce its retail presence on the Antwerp-Brussels axis.
On 1 July 2017, the Company sold its 50% stake in OTA Keys s.a. to Continental AG. OTA Keys was set up by the Company and Continental in 2014 to develop virtual key solutions. OTA Keys was included in the Group's consolidated accounts via the equity method. In H1 2017, the share of the Group in OTA Keys' result amounts to EUR -0.6 million. A consolidated gain on sale of ca. EUR 3 million will be booked during the second semester 2017.
Early July 2017, Belron announced the signing of an agreement to acquire Eurocar Point, a franchise network of 250 body shops in Italy. Eurocar Point will bring technical knowledge of the body shop sector and Belron will add its own organisational and managerial efficiency and, not least, its core competence in communication and customer satisfaction. In a first stage, both networks (Carglass® and Eurocar Point) will operate their networks separately while keeping their respective brands. The deal is expected to close in September 2017. This transaction is in line with Belron's strategy to extend the services it offers.
Statutory auditor's report to the Board of Directors of D'Ieteren SA on the review of the condensed consolidated interim financial statements as at 30 June 2017 and for the six-month period then ended.
We have reviewed the accompanying consolidated statement of financial position of D'Ieteren SA as at 30 June 2017, the consolidated statements of profit or loss and other comprehensive income, changes in equity and the condensed consolidated statement of cash flows for the 6 month period then ended, and notes to the interim financial information ("the condensed consolidated interim financial information"). The board of directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 June 2017 and for the 6-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.
Liège, 31 August 2017
KPMG Réviseurs d'Entreprises Statutory Auditor Represented by Alexis Palm Réviseur d'Entreprises/Bedrijfsrevisor
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