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IMCD N.V.

Quarterly Report Aug 4, 2021

3853_iss_2021-08-04_47436408-39c4-483f-9d8a-2efa7583da64.pdf

Quarterly Report

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Press release

IMCD reports 46% EBITA growth in the first half of 2021

Rotterdam, The Netherlands (4 August 2021) - IMCD N.V. ("IMCD" or "Company"), a leading distributor of speciality chemicals and ingredients, today announces its first half year 2021 results.

HIGHLIGHTS

  • Gross profit growth of 23% to EUR 410.9 million (+28% on a constant currency basis)
  • Operating EBITA increase of 46% to EUR 192.3 million (+52% on a constant currency basis)
  • Net result before amortisation and non-recurring items increase of 52% to EUR 137.5 million (+57% on a constant currency basis)
  • Cash earnings per share increased by 44% to EUR 2.43 (first half of 2020: EUR 1.69)
  • In the second quarter of 2021, IMCD completed the acquisitions of Siliconas in Colombia, Andes Chemical in the US, Colombia and Peru and Yuanhe Chemicals in China

Piet van der Slikke, CEO: "We are reporting very strong results for the first six months of the year. After a promising start of the year, the positive momentum continued into the second quarter and our teams across all regions were able to benefit optimally from the strong product demand. This has resulted in double digit growth numbers, with gross profit being up 23% (+28% on a constant currency basis), and operating EBITA being up 46% (+52% on a constant currency basis). All regions achieved substantial organic growth and contributed to the overall positive results. It remains to be seen how the pandemic will influence the current economic conditions, but we are optimistic that we can further execute our growth strategy successfully in the remainder of the year."

KEY FIGURES

EUR MILLION JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020 CHANGE CHANGE FX ADJ. CHANGE
Revenue 1,673.9 1,411.2 262.7 19% 23%
Gross profit 410.9 332.7 78.2 23% 28%
Gross profit in % of revenue 24.5% 23.6% 0.9%
Operating EBITA1 192.3 131.4 60.9 46% 52%
Operating EBITA in % of revenue 11.5% 9.3% 2.2%
Conversion margin2 46.8% 39.5% 7.3%
Net result before amortisation/non-recurring items 137.5 90.2 47.3 52% 57%
Free cash flow3 118.1 76.3 41.8 55%
Cash conversion margin4 61.0% 57.4% 3.6%
Earnings per share (weighted) 1.85 1.22 0.63 52% 56%
Cash earnings per share (weighted)5 2.43 1.69 0.74 44% 48%
Number of full time employees end of period 3,516 3,049 467 15%

1 Result from operating activities before amortisation of intangibles and non-recurring items

2 Operating EBITA in percentage of gross profit

3 Operating EBITDA excluding non-cash share-based payment expenses, less lease payments, plus/less changes in working capital, less capital expenditures

4 Free cash flow in percentage of adjusted operating EBITDA (operating EBITDA plus non-cash share-based payment costs minus lease payments)

5 Result for the year before amortisation (net of tax) divided by the weighted average number of outstanding shares

Revenue

In the first half of 2021, revenue increased by 19% to EUR 1,673.9 million, compared to the same period of 2020. On a constant currency basis, the increase in revenue is 23%, consisting of organic growth of 15% and the impact of the first-time inclusion of companies acquired in 2020 and 2021 of 8%.

Gross profit

Gross profit, defined as revenue less costs of materials and inbound logistics, increased by 23% from EUR 332.7 million in the first half of 2020 to EUR 410.9 million in the same period of 2021. On a constant currency basis, the gross profit growth was 28%, consisting of organic growth of 19% and the impact of the first time inclusion of businesses acquired in 2020 and 2021 of 9%.

Gross profit in % of revenue increased by 0.9%-point from 23.6% in the first half of 2020 to 24.5% in 2021. The gross profit margin increase is the result of changes in local market conditions, gross margin improvement initiatives, the impact of newly acquired businesses, currency exchange rate movements and fluctuations in the product mix.

Operating EBITA

Operating EBITA increased by 46% from EUR 131.4 million in the first half of 2020 to EUR 192.3 million in the same period of 2021. On a constant currency basis operating EBITA increased by 52%. The growth in operating EBITA, on a constant currency basis, is a combination of organic growth and the first time inclusion of companies acquired in 2020 and 2021.

The operating EBITA in % of revenue increased by 2.2%-point from 9.3% in the first half of 2020 to 11.5% in 2021.

The conversion margin, defined as operating EBITA as a percentage of gross profit, increased by 7.3%-point from 39.5% in the first half of 2020 to 46.8% in 2021. The increase in conversion margin is the result of substantial organic EBITA growth, whereby organic gross profit growth more than compensated organic own cost growth, combined with a positive impact of acquisitions made.

Cash flow and capital expenditure

In the first half of 2021, free cash flow was EUR 118.1 million compared with EUR 76.3 million in the first half of 2020 (+55%).

The cash conversion margin, defined as free cash flow as a percentage of adjusted operating EBITDA (Operating EBITDA adjusted for non-cash share-based payments and lease payments), was 61.0% compared with 57.4% in the first half of 2020. The increase in free cash flow and cash conversion margin in 2021 is the balance of higher operating EBITDA, higher investments in net working capital and less capital expenditures.

The investment in net working capital (sum of inventories, trade and other receivables minus trade and other payables) in the first half of 2021 was EUR 73.3 million compared with EUR 53.1 million in the first half of 2020. Working capital investments were primarily driven by increased business activities. As at the end of June 2021, net working capital in days of revenue was 56 days (June 2020: 60 days).

Capital expenditure was EUR 2.3 million in the first half of 2021 compared with EUR 3.6 million in the same period of 2020 and mainly relates to investments in the ICT infrastructure, office improvements and technical and office equipment.

Net debt

As at 30 June 2021, net debt was EUR 816.8 million compared with EUR 739.3 million as at 31 December 2020.

The leverage ratio (net debt/operating EBITDA ratio including full year impact of acquisitions) as at the end of June 2021, was 2.3 times EBITDA (31 December 2020: 2.3). Calculated on the basis of the definitions used in the IMCD loan documentation, the leverage ratio at the end of June 2021 was 1.6 times EBITDA (31 December 2020: 1.6), which is well below the maximum of 3.5 as allowed under the loan documentation.

The leverage development in the second quarter of 2021 is, among other things, influenced by a dividend payment of EUR 58.1 million in June.

DEVELOPMENTS BY OPERATING SEGMENT

The reporting segments are defined as follows:

  • EMEA: all operating companies in Europe, Turkey, Russia, Israel, United Arab Emirates, Saudi Arabia and Africa
  • Americas: all operating companies in the United States of America, Canada, Brazil, Puerto Rico, Chile, Argentina, Uruguay, Colombia and Mexico
  • Asia Pacific: all operating companies in Australia, New Zealand, India, Bangladesh, China, Malaysia, Indonesia, Philippines, Thailand, Singapore, Vietnam, Japan and South Korea
  • Holding companies: all non-operating companies, including the head office in Rotterdam and the regional offices in Singapore and New Jersey, USA

The developments by operating segment in the first half of 2021 are as follows.

EMEA

EUR MILLION JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020 CHANGE CHANGE FX ADJ. CHANGE
Revenue 800.6 686.0 114.6 17% 18%
Gross profit 206.7 176.0 30.7 17% 19%
Gross profit in % of revenue 25.8% 25.7% 0.1%
Operating EBITA 92.5 69.8 22.7 33% 35%
Operating EBITA in % of revenue 11.6% 10.2% 1.4%
Conversion margin 44.8% 39.6% 5.2%

Revenue increased by 17% from EUR 686.0 million in the first half of 2020 to EUR 800.6 million in 2021. On a constant currency basis, revenue growth was 18%. Gross profit increased by 17% to EUR 206.7 million in the first half of 2021 (+19% on a constant currency basis). Gross profit margin increased by 0.1%-point to 25.8%.

Operating EBITA increased by 33% from EUR 69.8 million in the first half of 2020 to EUR 92.5 million in 2021. On a constant currency basis the increase in operating EBITA was 35%. Compared with the same period in 2020, operating EBITA in % of revenue increased by 1.4%-point to 11.6% in the first half of 2021.

The first half of 2021 figures include the impact the acquisition of Oy Kokko-Fiber Ab, completed in September 2020, Ejder Kimya İlaç Danışmanlık Sanayi ve Ticaret A.Ş., Peak International Products B.V. and Siyeza Fine Chem Propriety Limited, completed in January 2021.

Americas

EUR MILLION JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020 CHANGE CHANGE FX ADJ. CHANGE
Revenue 530.6 493.0 37.6 8% 17%
Gross profit 118.9 109.3 9.5 9% 18%
Gross profit in % of revenue 22.4% 22.2% 0.2%
Operating EBITA 54.4 47.6 6.9 14% 24%
Operating EBITA in % of revenue 10.3% 9.7% 0.6%
Conversion margin 45.8% 43.5% 2.3%

In the first half of 2021, revenue increased by 8% compared to the same period of 2020. On a constant currency basis, revenue growth was 17%. Gross profit increased by 9% to EUR 118.9 million in 2021, compared with EUR 109.3 million in the first half of 2020 (+ 18% on a constant currency basis). Gross profit margin increased by 0.2%-point from 22.2% in the first half of 2020 to 22.4% in 2021.

Operating EBITA increased by 14% from EUR 47.6 million in the first half of 2020 to EUR 54.4 million in 2021. On a constant currency basis operating EBITA increased by 24%. Operating EBITA in % of revenue increased by 0.6% point to 10.3%.

In April 2021, IMCD divested its Nutri Granulations manufacturing assets and associated business, which was acquired by IMCD as part of the ET-Horn acquisition in 2018. Located in La Mirada, CA, with 22 employees, Nutri Granulations manufactures food grade and USP grade calcium carbonate granulations for the nutraceuticals, food and pharmaceuticals markets. Nutri Granulations realised a revenue of USD 11 milion in 2020. The divestment aligns with IMCD's strategy to focus on the sales, marketing and distribution of speciality chemicals and ingredients.

On 14 May 2021, IMCD acquired Siliconas y Químicos ("Siliconas"), based in Bogotá, Colombia. Siliconas is a speciality chemicals distributor and serves the personal care, coatings, silicones and other speciality industrial markets and perfectly complements IMCD's existing pharmaceuticals, food and nutrition business in Colombia. The company, based in Bogotá has 25 employees and generated a revenue of USD 9 million in 2020. IMCD acquired 80% of the shares of Siliconas; the remaining 20% will be acquired in 2022.

On 19 May 2021, IMCD acquired Andes Chemical Corp. ("Andes Chemical"). Headquartered in the Miami metropolitan area, Andes Chemical is active in Caribbean and Central American countries, Colombia and Peru. Andes Chemical serves the coatings, adhesives, sealants, and elastomers (CASE), construction, cosmetics, personal care, plastics, pharmaceuticals, and HI&I industries. Andes Chemical has 43 employees and generated a revenue of USD 46 million in 2020.

The first half of 2021 figures include the impact the acquisition of VitaQualy (Brazil) in August 2020 and Millikan S.A. de C.V. and Banner Química S.A. de C.V. (Mexico) in December 2020.

EUR MILLION JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020 CHANGE CHANGE FX ADJ. CHANGE
Revenue 342.7 232.2 110.6 48% 48%
Gross profit 85.3 47.4 37.9 80% 80%
Gross profit in % of revenue 24.9% 20.4% 4.5%
Operating EBITA 54.2 21.9 32.4 148% 147%
Operating EBITA in % of revenue 15.8% 9.4% 6.4%
Conversion margin 63.6% 46.1% 17.5%

Asia Pacific

In the first half of 2021, revenue increased by 48% to EUR 342.7 million (+48% on a constant currency basis). Gross profit increased by 80% to EUR 85.3 million in the first half of 2021, compared with EUR 47.4 million in the same period in 2020 (+80% on a constant currency basis). Gross profit in % of revenue increased by 4.5%-point from 20.4% in the first half of 2020 to 24.9% in 2021.

Operating EBITA increased by 148% from EUR 21.9 million in the first half of 2020 to EUR 54.2 million in 2021 (+147% on a constant currency basis). In the first half of 2021, operating EBITA in % of revenue was 15.8% compared with 9.4% in the same period of last year.

On 2 June 2021, IMCD acquired 100% of the shares in Yuanhe HK Limited ("Yuanhe Chemicals"), which holds a 100% interest in Shanghai Yuanhe Chemicals Co Ltd and the Yuanhe Guangzhou branch. Yuanhe, based in Shanghai, is a speciality coatings, textile and ink solution distributor for the China market. It generated a revenue of EUR 13.2 million in 2020 and has 20 employees.

The first half year of 2021 results include the impact of the acquisition of the pharmaceutical business in China of Develing International Trade (Shanghai) Co. Ltd. completed in July 2020 and the impact of the acquisition of Signet Excipients Private Limited, completed in November 2020.

Holding companies

EUR MILLION JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020 CHANGE CHANGE FX ADJ. CHANGE
Operating EBITA (8.9) (7.9) (1.1) (14%) (19%)
Operating EBITA in % of total revenue (0.5%) (0.6%) 0.1%

Operating EBITA of Holding companies represents the central head office in Rotterdam as well as the regional offices in Singapore and in New Jersey, US.

Operating expenses increased by EUR 1.1 million from EUR 7.9 million in the first half of 2020 to EUR 8.9 million in 2021. The cost increase reflects the growth of IMCD and as a consequence the need to further strengthen the support functions in both Rotterdam and the regional head offices.

OUTLOOK

IMCD operates in different, often fragmented market segments in multiple geographic regions, connecting many customers and suppliers across a very diverse product range. In general, results are impacted by macroeconomic conditions and developments in specific industries. Furthermore, results can be influenced from period to period by, amongst other things, the ability to maintain and expand commercial relationships, the ability to introduce new products and start new customer and supplier relationships and the timing, scope and impact of acquisitions.

IMCD's consistent strategy and resilient business model has led to successful expansion over the years and IMCD remains focused on achieving earnings growth by optimising its services and further strengthening its market positions. IMCD sees interesting opportunities to increase its global footprint and expand its product portfolio both organically and by acquisitions.

Based on the performance in the first half of 2021 and the strong fundamentals of its business, IMCD expects operating EBITA growth in 2021.

FINANCIAL CALENDAR

9 November 2021 First nine months 2021 results
25 February 2022 Full year 2021 results
22 April 2022 Annual General Meeting
22 April 2022 First quarter 2022 results
For further information: Investor Relations
T: +31 (0)102908684
[email protected]

FURTHER INFORMATION

Today's analysts call will start at 10:00 am CET. A recording of this call will be made available on the IMCD website (www.imcdgroup.com).

ABOUT IMCD

IMCD is a market-leader in the sales, marketing, and distribution of speciality chemicals and ingredients. Its resultdriven professionals provide market-focused solutions to suppliers and customers across EMEA, Americas and Asia-Pacific, offering a range of comprehensive product portfolios, including innovative formulations that embrace industry trends.

Listed at Euronext, Amsterdam (IMCD), IMCD realised revenues of EUR 2,775 million in 2020 with nearly 3,300 employees in over 50 countries on 6 continents. IMCD's dedicated team of technical and commercial experts work in close partnership to tailor best-in-class solutions and provide value through expertise for around 50,000 customers and a diverse range of world class suppliers. For further information, please visit www.imcdgroup.com

For further information, please visit www.imcdgroup.com

Disclaimer forward looking statements

This press release may contain forward looking statements. These statements are based on current expectations, estimates and projections of IMCD's management and information currently available to the Company. IMCD cautions that such statements contain elements of risk and uncertainties that are difficult to predict and that could cause actual performance and position to differ materially from these statements. IMCD disclaims any obligation to update or revise any statements made in this press release to reflect subsequent events or circumstances, except as required by law.

In the annual report of IMCD N.V. the relevant risk categories and risk factors that could adversely affect the Company's business and financial performance have been described. They are deemed to be incorporated in this release.

This press release contains inside information as meant in clause 7 of the Market Abuse Regulation and was issued on 4 August 2021, 07:00 am CET.

IMCD N.V.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE FIRST HALF YEAR 2021

Condensed consolidated statement of financial position
Condensed consolidated statement of profit or loss and comprehensive income 12
Condensed consolidated statement of changes in equity 14
Condensed consolidated statement of cash flows 15
Notes to the condensed consolidated interim financial statements 16
Revenue 20

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR 1,000 NOTE
30 JUNE 2021
31 DECEMBER 2020
Assets
Property, plant and equipment 96,220 94,950
Goodwill 1,088,574 1,022,593
Other intangible assets 551,235 544,243
Intangible assets 1,639,809 1,566,836
Equity-accounted investees 50 39
Other financial assets 5,563 5,290
Deferred tax assets 34,179 38,356
Non-current assets 1,775,821 1,705,471
Inventories 416,460 371,239
Trade and other receivables 615,829 464,432
Cash and cash equivalents 138,384 169,008
Current assets 1,170,673 1,004,679
Total assets 2,946,494 2,710,150

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR 1,000 NOTE 30 JUNE 2021 31 DECEMBER 2020
Equity 9
Share capital 9,118 9,118
Share premium 1,051,438 1,051,438
Reserves (100,287) (123,203)
Retained earnings 262,746 199,574
Unappropriated result 105,361 120,924
Equity attributable to owners of the Company 1,328,376 1,257,851
Total equity 1,328,376 1,257,851
Liabilities
Loans and borrowings 10 510,599 587,169
Employee benefits 29,600 29,535
Provisions 6,934 4,449
Deferred tax liabilities 121,908 117,674
Total non-current liabilities 669,041 738,827
Loans and borrowings 10 81,037 80,373
Other short term financial liabilities 10 363,505 240,810
Trade payables 370,433 291,844
Other payables 134,102 100,445
Total current liabilities 949,077 713,472
Total liabilities 1,618,118 1,452,299
Total equity and liabilities 2,946,494 2,710,150

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

EUR 1,000 NOTE JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Revenue 6 1,673,895 1,411,175
Other income 16,728 6,420
Operating income 1,690,623 1,417,595
Cost of materials and inbound logistics (1,263,028) (1,078,449)
Cost of warehousing, outbound logistics and other services (48,672) (41,910)
Wages and salaries (110,190) (98,736)
Social security and other charges (29,258) (26,727)
Depreciation of property, plant and equipment (13,129) (12,267)
Amortisation of intangible assets (36,869) (26,404)
Other operating expenses (32,467) (29,579)
Operating expenses (1,533,613) (1,314,072)
Result from operating activities
Finance income
157,010
738
103,523
281
Finance costs (8,678) (15,490)
Net finance costs 7 (7,940) (15,209)
Share of profit of equity-accounted investees, net of tax 11 (2)
Result before income tax 149,081 88,312
Income tax expense (43,720) (24,196)
Result for the year 105,361 64,116
Gross profit1 410,867 332,726
Gross profit in % of revenue 24.5% 23.6%
Operating EBITA2 4 192,257 131,362
Operating EBITA in % of revenue 11.5% 9.3%

1 Revenue minus cost of materials and inbound logistics

2 Result from operating activities before amortisation of intangibles and non-recurring items

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME (CONTINUED)

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Result for the year 105,361 64,116
Defined benefit plan actuarial gains/(losses) 253 (1,543)
Related tax (101) 401
Items that will never be reclassified to profit or loss 152 (1,142)
Foreign currency translation differences re foreign operations 24,090 (37,972)
Effective portion of changes in fair value of cash flow hedges - 32
Related tax (824) 3,675
Items that are or may be reclassified to profit or loss 23,266 (34,265)
Other comprehensive income for the period, net of income tax 23,418 (35,407)
Total comprehensive income for the period 128,779 28,709
Result attributable to:
Owners of the Company 105,361 64,116
Total comprehensive income attributable to:
Owners of the Company 128,779 28,709
Weighted average number of shares 56,936,176 52,499,307
Basic earnings per share 1.85 1.22
Diluted earnings per share 1.89 1.26

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR 1,000 NOTE SHARE
CAPITAL
SHARE PREMIUM TRANSLATION
RESERVE
HEDGING
RESERVE
RESERVE OWN
SHARES
OTHER
RESERVES
RETAINED
EARNINGS
UNAPPRO
PRIATED RESULT TOTAL EQUITY
Balance as at 1 January 2021 9,118 1,051,438 (114,329) (206) (3,893) (4,774) 199,573 120,924 1,257,851
Appropriation of prior year's
result
- - - - - - 62,796 (62,796) -
9,118 1,051,438 (114,329) (206) (3,893) (4,774) 262,369 58,128 1,257,851
Result for the year - - - - - - - 105,361 105,361
Total other comprehensive
income
- - 23,266 - - 152 - - 23,418
Total comprehensive income
for the year - - 23,266 - - 152 - 105,361 128,779
Cash dividend - - - - - - - (58,128) (58,128)
Share based payments - - - - - (2,191) (4,323) - (6,514)
Purchaseandtransferownshares - - - - 1,688 - 4,700 - 6,388
Total contributions by and
distributions to owners of the
Company - - - - 1,688 (2,191) 377 (58,128) (58,254)
Balance as at 30 June 2021 9 9,118 1,051,438 (91,063) (206) (2,205) (6,813) 262,746 105,361 1,328,376
EUR 1,000 SHARE
CAPITAL
SHARE PREMIUM TRANSLATION
RESERVE
HEDGING
RESERVE
RESERVE OWN
SHARES
OTHER
RESERVES
RETAINED
EARNINGS
UNAPPRO
PRIATED RESULT TOTAL EQUITY
Balance as at 1 January 2020 8,415 657,514 (36,169) (96) (4,686) (5,774) 139,315 108,006 866,525
Appropriation of prior year's
result
- - - - - - 60,673 (60,673) -
8,415 657,514 (36,169) (96) (4,686) (5,774) 199,988 47,333 866,525
Result for the year - - - - - - - 64,116 64,116
Total other comprehensive
income
- - (34,297) 32 - (1,142) - - (35,407)
Total comprehensive income
for the year
- - (34,297) 32 - (1,142) - 64,116 28,709
Cash dividend - - - - - - - (47,333) (47,333)
Share based payments - - - - - (1,279) (1,548) - (2,827)
Purchaseandtransferownshares - - - - 792 - 1,281 - 2,073
Total contributions by and
distributions to owners of the
Company
- - - - 792 (1,279) (267) (47,333) (48,087)
Balance as at 30 June 2020 8,415 657,514 (70,466) (64) (3,894) (8,195) 199,721 64,116 847,147

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

EUR 1,000 NOTE JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Cash flows from operating activities
Result for the period 105,360 64,116
Adjustments for:

Depreciation of property, plant and equipment
13,129 12,267

Amortisation of intangible assets
36,869 26,404

Net finance costs excluding currency exchange results
9,651 11,972

Currency exchange results
(1,711) 3,237

One-off other operating income
5 (6,224) -

Cost of share based payments
2,150 2,204

Share of profit of equity-accounted investees, net of tax
(11) 2

Income tax expense
43,720 24,196
202,934 144,398
Change in:

Inventories
(27,822) (20,540)

Trade and other receivables
(116,796) (39,046)

Trade and other payables
71,334 6,466

Provisions and employee benefits
(93) (1,425)
Cash generated from operating activities 129,557 89,852
Interest paid (11,805) (14,544)
Income tax paid (24,796) (19,994)
Net cash from operating activities 92,956 55,314
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired and divestures 5 (70,140) (9,866)
Acquisition of intangible assets (10,116) (6,752)
Acquisition of property, plant and equipment (2,290) (3,633)
Acquisition of other financial assets (1,892) (105)
Net cash used in investing activities (84,439) (20,356)
Cash flows from financing activities
Dividends paid 9 (58,082) -
Share based payments (3,964) -
Movements in bank loans and other short term financial liabilities 10, 11 2,565 (13,336)
Proceeds from issue of current and non-current loans and borrowings 136,257 -
Repayment of loans and borrowings 10, 11 (105,686) 38
Redemption of lease liabilties (15,919) (14,582)
Net cash from financing activities (44,829) (27,879)
Net increase in cash and cash equivalents (36,312) 7,079
Cash and cash equivalents as at 1 January 169,008 104,357
Effect of exchange rate fluctuations 5,688 (5,947)
Cash and cash equivalents as at 30 June 138,384 105,489

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Reporting entity

IMCD N.V. (the 'Company') is a company domiciled in The Netherlands and registered in The Netherlands Chamber of Commerce Commercial register under number 21740070. The address of the Company's registered office is Wilhelminaplein 32, Rotterdam. The condensed consolidated interim financial statements of the Company as at and for the first half year ended 30 June 2021, comprise the Company and its subsidiaries (together referred to as the 'Group' and individually as 'Group entities'). The Company is acting as the parent company of the IMCD Group, a group of companies leading in sales, marketing and distribution of speciality chemicals, pharmaceutical and food ingredients. The Group has offices in Europe, Africa, North and Latin America and Asia Pacific.

2. Basis of preparation

Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements and should be read in conjunction with the consolidated financial statements of IMCD as at and for the year ended 31 December 2020. However, selected explanatory notes are included 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 as at and for the year ended 31 December 2020.

The condensed consolidated interim financial statements were prepared by the Management Board and were authorised for issue by the Supervisory Board on 3 August 2021.

Functional and presentation currency

The condensed consolidated interim financial statements are presented in Euro, which is the Company's functional currency. All financial information presented in Euro has been rounded to the nearest thousand, unless mentioned differently.

Use of estimates and judgements

In preparing the condensed consolidated interim financial statements, Management makes judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2020.

3. Changes in significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2020.

A number of new standards are effective from 1 January 2021 but do not have a material effect on the Group's financial statements.

4. Operating segments

In presenting information on the basis of operating segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets with the exception of assets related to holding companies, which are presented in a separate reporting unit.

The reporting segments used are defined as follows:

  • EMEA: all operating companies in Europe, Turkey, Russia, Israel, United Arab Emirates, Saudi Arabia and Africa
  • Americas: all operating companies in the United States of America, Canada, Brazil, Puerto Rico, Chile, Argentina, Uruguay, Colombia and Mexico
  • Asia Pacific: all operating companies in Australia, New Zealand, India, Bangladesh, China, Malaysia, Indonesia, Philippines, Thailand, Singapore, Vietnam, Japan and South Korea
  • Holding companies: all non-operating companies, including the head office in Rotterdam and the regional offices in Singapore and in New Jersey, US.

EMEA

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Revenue 800,595 686,041
Gross profit 206,685 176,008
Operating EBITA 92,506 69,767
Result from operating activities 78,303 59,492
Total Assets 1,010,220 932,896
Total Liabilities 343,157 284,716

Americas

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Revenue 530,565 492,957
Gross profit 118,856 109,318
Operating EBITA 54,445 47,589
Result from operating activities 53,493 40,710
Total Assets 589,101 534,101
Total Liabilities 201,654 153,237

Asia Pacific

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Revenue 342,735 232,177
Gross profit 85,326 47,401
Operating EBITA 54,237 21,869
Result from operating activities 38,968 18,581
Total Assets 993,915 371,778
Total Liabilities 338,645 91,888

Holding Companies

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Operating EBITA (8,931) (7,863)
Result from operating activities (13,754) (15,260)
Total Assets 353,258 355,708
Total Liabilities 734,658 817,495

Results from operating activities

Operating EBITA is defined as the sum of the result from operating activities, amortisation of intangible assets and non-recurring items. Non-recurring items include costs related to corporate restructurings and reorganisations, cost related to realised and non-realised acquisitions and other non-recurring income and expenses.

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Result from operating activities 157,010 103,523
Amortisation of intangible assets 36,869 26,404
Non-recurring items in result from operating activities (1,622) 1,435
Operating EBITA 192,257 131,362

The non-recurring expenses in 2021 and 2020 relate to acquisitions and divestment of businesses and one-off adjustments to the organisation.

5. Business combinations

On 6 January 2021, IMCD acquired 100% of the shares in Ejder Kimya İlaç Danışmanlık Sanayi ve Ticaret A.Ş. ("Ejder Kimya"). Ejder Kimya is a Turkish chemicals distributor of raw materials for personal care and pharmaceutical products and food additives. It has a strong and solid position in the personal care market in Turkey. Ejder Kimya's personal care business generated a revenue of approximately EUR 6 million in 2020.

On 7 January 2021, IMCD acquired the pharmaceutical business of Peak International Products B.V. ("Peak International"). Peak International is a Dutch-based distributor in the active pharmaceutical ingredients business for Benelux, Vietnam, Germany and Israel. The Peak pharmaceutical business generated a revenue of approximately EUR 6 million in 2020.

On 8 January 2021, IMCD acquired 100% of the shares in Siyeza Fine Chem Propriety Limited ("Siyeza"). Siyeza, based in Johannesburg, is a distributor of pharmaceutical, veterinary, food and personal care speciality chemical ingredients in South Africa. The company has 27 employees and generated a revenue of approximately EUR 16 million in 2020 through their representation of world leading producers from Europe and Asia.

In April 2021, IMCD divested its Nutri Granulations manufacturing assets and associated business, which was acquired by IMCD as part of the ET-Horn acquisition in 2018. Located in La Mirada, CA, with 22 employees, Nutri Granulations manufactures food grade and USP grade calcium carbonate granulations for the nutraceuticals, food, over-the-counter and pharmaceuticals markets. Nutri Granulations realised a revenue of USD 11 milion (EUR 10 million) in 2020. The divestment aligns with IMCD's strategy to focus on the sales, marketing and distribution of speciality chemicals and ingredients.

On 14 May 2021, IMCD acquired Siliconas y Químicos ("Siliconas"), based in Bogotá, Colombia. Siliconas is a speciality chemicals distributor and serves the personal care, coatings, silicones and other speciality industrial markets

and perfectly complements IMCD's existing pharmaceuticals, food and nutrition business in Colombia. The company, based in Bogotá has 25 employees and generated a revenue of USD 9 million (EUR 8 million) in 2020. IMCD acquired 80% of the shares of Siliconas; the remaining 20% will be acquired in 2022.

On 19 May 2021, IMCD acquired Andes Chemical Corp. ("Andes Chemical"). Headquartered in the Miami metropolitan area, Andes Chemical is active in Caribbean and Central American countries, Colombia, and Peru. Andes Chemical serves the coatings, adhesives, sealants, and elastomers (CASE), construction, cosmetics, personal care, plastics, pharmaceuticals, and HI&I industries. Andes Chemical has 43 employees and generated a revenue of USD 46 million (EUR 40 million) in 2020.

On 2 June 2021, IMCD acquired 100% of the shares in Yuanhe HK Limited ("Yuanhe Chemicals"), which holds a 100% interest in Shanghai Yuanhe Chemicals Co Ltd and the Yuanhe Guangzhou branch. Yuanhe, based in Shanghai, is a speciality coatings, textile and ink solution distributor for the China market. It generated a revenue of EUR 13 million in 2020 and has 20 employees.

The aforementioned transactions added EUR 20.8 million of revenue and EUR 1.3 million of result for the year to the Group's results in 2021. If the acquisitions and divestment had occurred on 1 January 2021, management estimates that the consolidated revenue would have been EUR 1,704.9 million and the consolidated net profit would have been EUR 106.5 million. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2021.

Identifiable assets recognised and liabilities assumed

The recognised amounts of assets acquired and liabilities assumed on the basis of provisional purchase price allocation at the acquisition dates, are as follows:

EUR 1,000 TOTAL
Property, plant and equipment 1,257
Intangible assets 27,015
Deferred tax assets 499
Other financial assets 5
Inventories 9,854
Trade and other receivables 25,787
Cash and cash equivalents 8,349
Loans and borrowings (2,611)
Other short term financial liabilities (420)
Employee benefits and other provisions (1,950)
Deferred tax liabilities (5,382)
Trade and other payables (20,627)
Total net identifiable assets 41,775

Goodwill and book profit

The goodwill and book profit recognised as a result of the acquisitions and divestments is as follow:

EUR 1,000 TOTAL
Total consideration, including deferred and contingent considerations 86,493
Less: Fair value of identifiable net assets 41,775
Goodwill and book profit 44,718

The goodwill is mainly attributable to the skills and technical talent of the work force, the international network and the synergies expected to be achieved from integration of acquired companies into the Group's existing distribution business. The book profit related to the divested Nutrigranulation business is included in the other income in the consolidated statement of profit or loss and comprehensive income.

6. Revenue

The Group generates revenue primarily from the sale and distribution of speciality chemicals and ingredients. Other sources of revenue include revenue from commission where the Group acts as agent in the sale and distribution of speciality chemicals and ingredients.

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Sales of goods 1,668,231 1,406,535
Commissions 5,664 4,640
Total revenue 1,673,895 1,411,175

In the following tables, revenue from contracts with customers is disaggregated by primary geographical market and their market segments, being Life Science and Industrial.

Geographical Market

The breakdown of revenue by geographical market is as follows:

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Netherlands 34,623 29,798
Rest of EMEA 765,973 656,243
EMEA 800,595 686,041
North America 442,969 432,315
Latin America 87,595 60,642
Americas 530,565 492,957
Asia-Pacific 342,735 232,177
Total revenue 1,673,895 1,411,175

Market segments

IMCD's business model is based on long lasting relationships with suppliers of speciality chemicals and ingredients. In order to provide more insight into the market segments served, IMCD breaks down the sales into the market segments Life Science and Industrial.

Life Science consists of the following lines of business: Pharmaceuticals, Beauty & Personal Care and Food & Nutrition. In general, the lines of business within Life Science historically have been less sensitive to economic fluctuations. Furthermore, the Life Science segment generally shows lower order volumes and higher margins than the Industrial market segment.

The Industrial segment contains the lines of business of Coatings & Constructions, Lubricants & Energy, Synthesis, Advanced Materials and Home Care & I&I. This segment has a more cyclical nature as the performance is dependent on the developments of the housing and real estate, automotive and oil & gas markets.

The breakdown of sales of goods per market segment is as follows:

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Life Science 830,390 699,128
Industrial 837,842 707,407
Total sales of goods 1,668,231 1,406,535

7. Net finance costs

The net finance costs in the first half of 2021 consist of the following items:

EUR 1,000 JAN. 1 - JUNE 30, 2021 JAN. 1 - JUNE 30, 2020
Interest income on loans and receivables 738 281
Interest expenses on financial liabilities (7,509) (9,117)
Changes in deferred considerations (1,064) (1,388)
Change in the fair value of derivative financial instruments - -
Amortisation of finance costs (311) (328)
Non-recurring amortisation of finance costs -
Interest expenses related to employee benefits (124) (79)
Interest expenses on lease liabilities (1,381) (1,341)
Currency exchange results 1,711 (3,237)
Net finance costs recognised in profit or loss (7,940) (15,209)

In the first half of 2021, net finance costs were EUR 7.9 million compared with EUR 15.2 million in the same period of 2020. Main drivers of the decreased net finance costs were positive foreign currency exchange results and lower interest expenses on financial liabilities.

8. Seasonality of operations

The Group is not strongly subject to seasonal fluctuations throughout the year except for a slight decrease of sales during the normal holiday seasons in the different regions.

9. Equity

Following the decision about the appropriation of the financial result 2020 by the Annual General Meeting of June 22, 2021, the Company distributed a dividend in cash of EUR 58.1 million (EUR 1.02 per share). In 2020, the Company distributed a dividend in cash of EUR 47.3 million (EUR 0.90 per share).

10. Loans and borrowings

As at 30 June 2021, net debt was EUR 816.8 million (31 December 2020: EUR 739.3 million).

As at the end of June 2021, the leverage ratio (net debt/operating EBITDA ratio including full year impact of acquisitions) was 2.3 times EBITDA (31 December 2020: 2.3).

The actual leverage as at 30 June 2021, calculated on the basis of the definitions used in the IMCD loan documentation, was 1.6 times EBITDA (31 December 2020: 1.6).

Two leverage covenants are applicable to the Group:

  • For the 'Schuldschein Darlehen' of EUR 100 million and USD 25 million, a maximum leverage of 3.5 times EBITDA is applicable (with a spike period maximum of 4.0), tested annually.
  • For the revolving credit facilities of EUR 500 million, a maximum leverage of 3.75 times EBITDA is applicable (with a spike period maximum of 4.25), tested semi-annually.

As at 30 June 2021, the actual leverage of 1.6 times EBITDA is well below the applicable maximum leverages.

11. Financial instruments

30 JUNE 2021 CARRYING AMOUNT FAIR VALUE
EUR 1,000 NOTE FINANCIAL ASSETS AT FAIR
VALUE THROUGH PROFIT
OR LOSS
AMORTISED COST FINANCIAL LIABILITIES AT
FAIR VALUE THROUGH
PROFIT OR LOSS
OTHER FINANCIAL
LIABILITIES
TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Forward exchange contracts
used for hedging
711 - - - 711 - 711 - 711
Interest rate swaps used for
hedging
- - - - - - - - -
Forward exchange contracts
used for hedging
- - 337 - 337 - 337 - 337
Contingent consideration 11 - - 206,052 - 206,052 - - 206,052 206,052
31 DECEMBER 2020 CARRYING AMOUNT FAIR VALUE
EUR 1,000 NOTE FINANCIAL ASSETS AT FAIR
VALUE THROUGH PROFIT
OR LOSS
AMORTISED COST FINANCIAL LIABILITIES AT
FAIR VALUE THROUGH
PROFIT OR LOSS
OTHER FINANCIAL
LIABILITIES
TOTAL LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Forward exchange contracts
used for hedging
1 - - - 1 - 1 - 1
Interest rate swaps used for
hedging
- - - - - - - - -
Forward exchange contracts
used for hedging
- - 2,417 - 2,417 - 2,417 - 2,417
Contingent consideration 11 - - 193,544 - 193,544 - - 193,544 193,544

Measurement of fair values

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

Financial instruments measured at fair value

Type Valuation technique Significant
unobservable
inputs
Inter-relationship between
significant unobservable inputs
and fair value measurement
Contingent
consideration
Discounted cash flows: Thevaluationmodelconsidersthepresent
valueofexpectedpayment,discountedusingarisk-adjusteddiscount
rate. The expected payment is determined by considering the
possible scenarios of forecast EBITDA, the amount to be paid under
each scenario and the probability of each scenario.

Forecast
EBITDA margin

Risk-adjusted
discount rate
The estimated fair value would
increase/(decrease) if:

the EBITDA margins were higher/
(lower); or

the risk-adjusted discount rates
were lower/(higher).
Forward exchange
contracts and
interest rate swaps
Market comparison technique: The fair values are based on
broker quotes. Similar contracts are traded in an active market and
the quotes reflect the actual transactions in similar instruments.
Not applicable Not applicable

Financial instruments not measured at fair value

Type Valuation technique Significant unobservable inputs
Financial assets 1 Discounted cash flows Not applicable
Financial liabilities 2 Discounted cash flows Not applicable

1 Financial assets include trade and other receivables and cash and cash equivalents.

2 Financial liabilities include syndicated senior bank loans, other loans and borrowings, other short term financial liabilities, trade payables and other payables.

Level 3 fair values

The following table shows the reconciliation from the opening balances to the closing balances for level 3 values.

Contingent consideration

Balance as at 1 January 2021 193,544
Assumed in a business combination 9,847
Paid contingent consideration (1,842)
Result included in profit or loss 1,064
Effect of movement in exchange rates 3,439
Balance as at 30 June 2021 206,052

12. Related parties

The Group has related party relationships with its shareholders, subsidiaries, associates, Management Board, Supervisory Board and post-employment benefit plans. The financial transactions between the Company and its subsidiaries comprise financing related transactions and operational transactions in the normal course of business and are eliminated in the consolidated financial statements. The related party transactions in the first half of 2021 do not substantially deviate from the transactions as reflected in the financial statements as at and for the year ended 31 December 2020.

13. Subsequent events

On 15 July 2021 IMCD signed an agreement to acquire the speciality chemicals distributor Materias Químicas de México S.A. de C.V. ("Maquimex").

Headquartered in México City, Maquimex's industrial and life science businesses complement IMCD México's existing presence in the pharmaceuticals, food, nutrition, beauty, personal care and HI&I markets. Maquimex has 44 employees and generated a revenue of USD 27 million (EUR 24 million) in 2020.

The closing of the transaction is expected to take place in August 2021.

14. Auditor's review

The consolidated interim financial statements for the first half year of 2021 have not been audited or reviewed by the external auditor.

15. Responsibility statement

The Management Board of IMCD N.V. hereby declares that, to the best of its knowledge, the Interim Consolidated Financial information for the first half year of 2021, as prepared in accordance with IAS 34 Interim Financial Reporting, gives a true and fair view of the assets, liabilities, financial position and the profit or loss of IMCD N.V. and its jointly consolidated companies included in the consolidation as a whole, and that the semi-annual report gives a fair view of the information required in accordance with Section 5:25d subsection 8 and 9 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Rotterdam, 3 August 2021

Management Board:

P.C.J. van der Slikke, CEO

H.J.J. Kooijmans, CFO

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