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Ontex Group NV — Interim / Quarterly Report 2014
Nov 26, 2014
3985_10-q_2014-11-26_6de857a0-1453-4d5a-888e-26a217d988c6.pdf
Interim / Quarterly Report
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Ontex Q3 2014: Continued solid revenue growth and expanding EBITDA margins, with unchanged Full Year 2014 top line expectations
Aalst-Erembodegem, November 26, 2014 - Ontex Group NV (Euronext Brussels: ONTEX; 'Ontex,' 'the Group' or 'the Company') and Ontex IV S.A. today announced their unaudited interim results for the three and nine month periods ending September 30, 2014.
Key Ontex Group Highlights Q3 2014
- Revenue at €398.4 million, up 5.0% on a reported basis; revenue up 4.9% on a like-for like (LFL)1 basis against a strong comparable in the prior year
- Further growth of Adjusted EBITDA2 , up 8.6% year-on-year to €49.0 million; Adjusted EBITDA margin up 41 bps to 12.3%
- EBITDA generation and a lower working capital drove an increase in Adjusted Free Cash Flow3
- Net Debt4 of €535.0 million and net financial debt/LTM adjusted EBITDA ratio at 2.8x as of September 30, 2014; both decreased versus the respective pro-forma figures at June 30, 2014
Key Ontex Group Highlights 9M 2014
- Revenue at €1,208.3 million, up 9.1% on a reported basis and 7.2% on a LFL basis
- Adjusted EBITDA2 up 15.7% at €147.6 million and Adjusted EBITDA margin of 12.2%, up 70 bps
| in € million, except per share data |
Q3 2014 | Q3 2013 | % Change | 9M 2014 | 9M 2013 | % Change |
|---|---|---|---|---|---|---|
| Reported Revenue | 398.4 | 379.4 | 5.0% | 1,208.3 | 1,107.7 | 9.1% |
| LFL Revenue | 398.0 | 379.4 | 4.9% | 1,187.3 | 1,107.7 | 7.2% |
| Adjusted EBITDA2 | 49.0 | 45.1 | 8.6% | 147.6 | 127.6 | 15.7% |
| Adj. EBITDA Margin | 12.3% | 11.9% | 41bps | 12.2% | 11.5% | 70bps |
| Adjusted EPS5 | 0.22 | 0.21 | 4.8% | 0.72 | 0.47 | 53.2% |
| Adj. Free Cash Flow3 | 48.0 | 35.7 | 34.5% | 94.2 | 87.1 | 8.2% |
| Net Debt4 | N.A. | N.A. | N.A. | 535.0 | 872.5 | (38.7%) |
Key Ontex Group Financials Q3 2014 and 9M 2014
Charles Bouaziz, CEO of Ontex commented: "We continued to show broad-based revenue growth across all divisions and categories to deliver a top line performance in line with expectations, taking into consideration the strong comparable quarter in the prior year. Group top-line growth was in line with our growth model, and we were able to expand Adjusted EBITDA margins further. Finally, we are very pleased to have fundamentally improved our financial position, first by redeeming our €280 million floating rate notes in July, and in November, to have successfully reached agreement to refinance our remaining debt at significantly better terms."
2 Adjusted EBITDA for Ontex IV SA at €148.7 million for 9M 2014; €49.7 million for Q3 2014. Adjusted EBITDA is a non-IFRS measure, defined as EBITDA plus non-recurring expenses and revenues excluding non-recurring depreciation and amortization and has consistently been applied throughout reporting periods. EBITDA is a non-IFRS measure, defined as earnings before net finance cost, income taxes, depreciation and amortization
1 LFL is defined as at constant currency excluding change in perimeter of consolidation or M&A
REGULATED INFORMATION
- 3 Adjusted Free Cash Flow calculated as Adjusted EBITDA less capex, change in working capital and cash taxes paid. Adjusted FCF calculation changed from prior year quarterly disclosure to align with cash flow statement. For reconciliation with previous reporting, refer to Page 17 from the earnings report. Adjusted FCF for Ontex IV SA at €90.2 million for 9M 2014; €46.6 million for Q3 2014
- 4 Net Debt for Ontex IV SA at €539.8 million as of September 30, 2014 and the difference with Ontex Group NV (€4.8 million) is mainly explained by a difference in cash position.
- 5 Adjusted Basic Earnings per share (Adjusted EPS) excludes non-recurring expenses of €22.3 million for 9M 2014; €0.3 million for Q3 2014. For definition and further detail refer to Page 11.
Market Dynamics
In the three resilient categories in which the Group is active, the overall market environment, while remaining highly competitive, was broadly stable compared to the prior two quarters in 2014. With the impact of the withdrawal of Kimberly Clark from the Western European baby diaper market completed, growth in mature markets returned to normalised levels, as retailers have successfully transitioned shelf space from A brands to their retailer branded products.
In Q3, the Group saw a more moderate overall impact from currency fluctuations compared to the prior two quarters of 2014. Whilst the depreciation of the Turkish Lira and Russian Rouble versus the euro negatively affected the Group's results, especially within the MEA and Growth Market divisions, the continued appreciation of the British Pound during the quarter mitigated these effects.
As expected, raw material prices rose slightly over the third quarter versus the previous quarter, and the Group continued to implement several initiatives that have been successful in mitigating the impact from these increases, such as efficiency programmes as well as price adjustments where relevant.
Overview of Ontex Performance in Q3 2014
Trading for Q3 2014 was in line with Ontex's growth model, with the Group posting overall reported sales of €398.4 million, an increase of 5.0% year-on-year, and 4.9% on a LFL basis. From a nine months perspective, Ontex recorded 9.1% growth in 2014 compared to the same period last year, and 7.2% on a LFL basis.
Third quarter growth was broad-based, with all divisions, categories and geographies contributing to the performance. In Mature Market Retail, LFL revenue continued to grow as a result of retailer brands performance, and Healthcare revenue increased on a LFL basis in line with management estimated market growth. Growth Markets delivered a strong LFL revenue increase, and in the MEA division, for which Q3 is traditionally a slower quarter, revenue continued to rise on a LFL basis, albeit at a slower rate than the first two quarters.
Adjusted EBITDA in Q3 2014 was up by 8.6% to €49.0 million, and 15.7% year-on-year for 9M 2014. As a result, Q3 2014 adjusted EBITDA margin was 12.3%, up by 41 bps compared to the same quarter last year. The adjusted EBITDA increase is attributable to a higher gross margin on the back of top line growth and ongoing productivity improvement.
REVENUE
| Third Quarter | Nine Months | |||||||
|---|---|---|---|---|---|---|---|---|
| Q3 2014 | Q3 2013 | % ∆ as reported |
% ∆ at LFL |
9M 2014 |
9M 2013 |
% ∆ as reported |
% ∆ at LFL |
|
| Ontex Reported Revenue |
398.4 | 379.4 | 5.0% | 4.9% | 1,208.3 | 1,107.7 | 9.1% | 7.2% |
| Mature Market Retail |
227.9 | 214.6 | 6.2% | 4.7% | 681.1 | 633.4 | 7.5% | 7.0% |
| Growth Markets | 24.4 | 22.1 | 10.4% | 19.0% | 71.4 | 63.5 | 12.4% | 22.7% |
| MEA | 40.0 | 39.3 | 1.8% | 6.6% | 137.4 | 137.8 | (0.3%) | 10.4% |
| Healthcare | 106.1 | 103.4 | 2.6% | 1.6% | 318.4 | 273.0 | 16.6% | 2.3% |
Operational Review: Divisions
Mature Market Retail
Mature Market Retail demonstrated robust performance, with Q3 2014 sales rising 4.7% year-on-year on a LFL basis. With the impact of the withdrawal of Kimberly Clark from the Western European baby diaper market now complete, which led to strong revenue growth in H1, market dynamics normalised in the third quarter. In particular, revenue in the UK edged slightly lower following strong retailer brand gains since mid-2013 due to the KC exit. However, this was more than offset by solid growth in other countries through continued collaboration with retailers to promote their own brands.
Growth Markets
Our Growth Markets division continued to post strong double digit growth, with Q3 2014 revenue up 19.0% on a LFL basis. This performance continued to be led by Russia, which represents the largest share of the division, despite macro volatility in the region. Significant demand from national accounts for retailer brands continued, which aligns well with the strengths Ontex offers its partners. Reported revenue rose by 10.4%; this variance compared to LFL revenue growth was largely due to the negative impact of the depreciation of the Russian Rouble.
MEA
Revenue in the MEA division moderated during the traditionally slower third quarter, with LFL sales up 6.6% in Q3 2014. Divisional growth was helped by further revenue increases in Turkey, while Morocco and Pakistan continued to present encouraging performances, benefitting from successful market penetration. Several other countries in the MEA region experienced challenging political and economic environments, leading to a lower revenue on a year-on-year basis. Reported revenue continued to be impacted by the overall unfavourable FX conditions albeit to a lesser extent than the prior two quarters.
Healthcare
Following a solid performance in Q2, Healthcare division revenue was up 1.6% on a LFL basis for Q3 2014, in line with estimated market growth. The division benefited from good performances in the home delivery channels in both the UK and Italy, while revenue in Germany was lower due to scaling back of certain customer contracts. Serenity continued to perform well and in line with our expectations.
Operational Review: Categories
| Third Quarter | Nine Months | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Q3 2014 | Q3 2013 | % ∆ as reported |
% ∆ at LFL |
9M 2014 | 9M 2013 | % ∆ as reported |
% ∆ at LFL |
||
| Ontex Reported Revenue1 |
398.4 | 379.4 | 5.0% | 4.9% | 1,208.3 | 1,107.7 | 9.1% | 7.2% | |
| Babycare | 204.0 | 192.9 | 5.8% | 5.6% | 632.8 | 588.6 | 7.5% | 9.5% | |
| Adult Inco | 134.7 | 129.2 | 4.3% | 4.3% | 403.7 | 356.0 | 13.4% | 4.2% | |
| Femcare | 53.1 | 52.1 | 1.9% | 1.5% | 153.2 | 148.3 | 3.3% | 3.6% |
1 Includes €6.6 million in Q3 2014; €18.6 million in 9M 2014 from Other category
Babycare
Revenue for Babycare in Q3 2014 rose 5.6% LFL. This growth, on the back of an increase of 14.6% LFL in Q3 2013, reinforces our strategy of partnering with retailers to position their own brands as a smart choice alternative to A brands. Ontex continued to ensure that innovation is a key differentiating feature of its offering, as demonstrated by the further roll out of Supercore II to more customers during the third quarter.
Adult Inco
Adult inco sales were encouraging in Q3 2014 with revenue up 4.3% on a LFL basis, with further growth in both the retail and institutional channels. In particular, performance was strong in Adult Inco in Mature Market Retail, where sales were up 14% in the quarter.
Femcare
Sales of Femcare products rose 1.5% on a LFL basis in Q3 2014 following higher growth in the prior two quarters, and following more than 11% growth in Q3 2013. Looking ahead, innovation is anticipated to support further growth in the coming quarters.
Operational Review: Geographies
| Third Quarter | Nine Months | |||||||
|---|---|---|---|---|---|---|---|---|
| Q3 2014 | Q3 2013 | % ∆ as reported |
% ∆ at LFL |
9M 2014 | 9M 2013 | % ∆ as reported |
% ∆ at LFL |
|
| Ontex Reported Revenue |
398.4 | 379.4 | 5.0% | 4.9% | 1,208.3 | 1,107.7 | 9.1% | 7.2% |
| Western Europe | 275.7 | 266.7 | 3.4% | 2.0% | 834.9 | 751.1 | 11.1% | 5.0% |
| Eastern Europe | 56.7 | 49.1 | 15.5% | 18.3% | 159.4 | 146.2 | 9.0% | 13.2% |
| ROW | 66.0 | 63.6 | 3.8% | 6.8% | 214.0 | 210.4 | 1.7% | 10.7% |
With solid growth in Eastern Europe and ROW, revenue for these two regions represented 31% of total Ontex sales in Q3 2014, in-line with the previous quarter and slightly more than a year ago. Western Europe had a lower LFL increase as the strong gains in retailer brands following the exit of Kimberly Clark have been previously realised, whilst the majority of the Healthcare division's sales, where the top line grows at a relatively lower level than retail, are in Western Europe.
STRATEGIC PROGRESS & PRIORITIES
Capitalising on the strong momentum since the IPO in June, we obtained agreement on significantly better terms for our remaining debt, following the refinancing negotiated in November 2014 which is scheduled to close in early December. This important step, and the related two notch improvements in the Group's credit ratings as disclosed by two major rating agencies (Moody's Ba3; S&P BB-), confirm the strategic progress Ontex has made and will deliver an immediate boost to cash flows.
Following these key events, we will continue to focus on operational excellence in order to better serve our customers, increase consumer satisfaction and deliver sustainable, profitable growth.
Management anticipates a slight increase in overall raw material prices for Q4 as the decrease in oil prices have not impacted the costs of oil-based raw materials yet, which typically lag the oil price changes by about three months. The most recent oil-related indices are slightly lower following the oil price decreases, and if this trend were to continue, this is expected to moderately impact our Q1 raw material prices favourably. In view of the current stabilisation of fluff prices, we expect Q4 prices to remain broadly flat compared to Q3.
FINANCIAL REVIEW
Gross Margin
Gross margin was €111.3 million in Q3 2014, representing an increase of 9.3% year-onyear. The gross margin as a percentage of sales increased by 111 bps year-on-year to 27.9% of sales partly due to operating leverage and ongoing cost improvement projects.
Adjusted EBITDA
Adjusted EBITDA grew by 8.6% year-on-year in Q3 2014, ahead of revenue growth, to €49.0 million. In addition to the increased gross margin, the main operating expenses grew largely in-line with sales to remain relatively stable as a percentage of revenue.
Foreign Exchange
The impact of foreign exchange fluctuations against the euro was fairly limited on revenue as well as EBITDA. FX losses, mainly related to the Turkish Lira and Russian Rouble, were compensated by gains from the British Pound. The Group maintains a vigilant approach to ensure that foreign exchange volatility is limited in the short term through the use of hedging agreements.
Non-recurring revenue and expenses
Non-recurring revenue and expenses were negligible for Q3 2014, while for 9M 2014 the expenses mostly stem from IPO related costs which have been fully recognized in H1 2014. Details can be found in Note 9 of the Unaudited Condensed Consolidated Interim Financial Statements for the quarters ended September 30, 2014 and September 30, 2013.
Working Capital
Cash generation from working capital for the third quarter of 2014 amounted to €15.3 million. This was partly due to a positive impact from payment cycle timing, which was only partially offset by a build-up of inventory. In addition, prior outflows due to VAT receivables in Italy were curtailed during Q3. The Group expects to remain within its guidance of net working capital amounting to no more than 12% of sales at the end of December 2014.
Cash Taxes
Cash taxes paid amounted to €5.9 million in Q3 2014, and €10.0 million for 9M 2014. Cash taxes in Q3 2014 were higher than the prior two quarters due to the timing of Italian prepayments shifting into Q3 as previously disclosed.
Capex
Capex spend of €10.4 million in Q3 2014 was higher than in Q3 2013 due to phasing of planned 2014 expenditures being more weighted in the second half. The Group reconfirms its expectation that capital expenditures should amount to approximately 3% of sales for the full year 2014.
Adjusted Free Cash Flow (post tax)
Adjusted Free Cash Flow generation for the three month period amounted to €48.0 million, a 34.5% increase from the previous year. This increase is mainly attributable to higher Adjusted EBITDA contribution and lower working capital as discussed above.
Financing and Liquidity
Cash and Cash equivalents totalled €111.0 million on September 30, 2014.
Net debt of €535.0 million at September 30, 2014 was lower than pro forma net debt of € 565.9 million at June 30, 2014, and based on the last twelve months Adjusted EBITDA, resulted in net leverage of 2.8x.
The revolving credit facility of €75.0 million remained undrawn at the end of the period and consequently, available liquidity was €186.0 million as of September 30, 2014.
CONFERENCE CALL
Management will host a presentation for investors and analysts on November 26, 2014 at 9:00am GMT / 10:00am CET. A copy of the presentation slides will be available at http://www.ontexglobal.com/.
If you would like to participate in the conference call, please dial-in 5-10 minutes prior using the details below:
United Kingdom: +44 (0)20 3427 1907 United States: +1 212 444 0481 Belgium: +32 (0)2 404 0660
Conference ID: 9723979
CORPORATE GOVERNANCE
Please refer to the relevant Management and Corporate Governance sections on pages 113 through 126 of the Prospectus dated June 10, 2014. This Prospectus can be found on the corporate website of Ontex Group NV: http://www.ontexglobal.com/.
After publication of the prospectus, the changes below have taken place.
As of 1 September 2014, Alexandre Mignotte was appointed as non-executive Board member, and replaces Dominique Le Gal. Alexandre Mignotte is an Executive Director in the Merchant Banking Division (MBD) of Goldman Sachs in London, where he is responsible for sourcing, executing and managing corporate debt investments in France and Benelux. He joined the Merchant Banking Division of Goldman Sachs in May 2006, and was named Executive Director in 2012. Mr Mignotte represents GS Mezzanine Partners on the boards of Holdelis S.A.S. (Elis) and Financière Médisquare S.A.S. (Médi-Partenaires – Médipôle Sud Santé) as an observer. He graduated from ESSEC Business School in 2006.
As of 1 October 2014, Astrid De Lathauwer has joined the Executive Management Team as Group Human Resources Director. Mrs. De Lathauwer held international HR leadership roles at AT&T in Europe and at their U.S. headquarters, and at Monsanto. For 10 years Mrs. De Lathauwer was the Chief HR officer of Belgacom. Before joining Ontex, she was Managing Director of Acerta Consult. Mrs. De Lathauwer holds degrees in Political & Social Science and History of Art.
MATERIAL RISK FACTORS
There have been no material changes to the business risk factors disclosed in the Prospectus dated June 10, 2014 on pages 26 through 38.
FINANCIAL CALENDAR 2015
| Q4 & FY 2014 | March 5, 2015 |
|---|---|
| Q1 2015 | May 11, 2015 |
| Q2 & HY 2015 | July 29, 2015 |
| Q3 & 9M 2015 | November 5, 2015 |
ENQUIRIES
Investors Philip Ludwig +32 53 333 730 [email protected]
Fairvue Partners +44 20 7614 2900 [email protected]
STATEMENT OF THE BOARD OF DIRECTORS
The Board of Directors of Ontex Group NV certifies in the name and on behalf of Ontex, that to the best of their knowledge, the condensed consolidated financial statements, established in accordance with International Financial Reporting Standards ("IFRS"), give a true and fair view of the assets, financial position and results of Ontex and of the entities included in the consolidation.
The financial report gives an accurate overview of the information that needs to be disclosed pursuant to paragraphs 5 and 6 of article 13 of the Royal Decree of 14 November 2007.
ANNEX A – ONTEX GROUP NV UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| Successor | Predecessor | Successor | Predecessor | ||
| in € million | Note | ||||
| Revenue | 3 | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
| Cost of sales | (287.1) | (277.6) | (874.7) | (815.7) | |
| Gross margin | 111.3 | 101.8 | 333.6 | 292.0 | |
| Distribution expenses | (37.0) | (35.5) | (112.8) | (98.6) | |
| Sales and marketing expenses |
(20.5) | (19.0) | (61.6) | (58.2) | |
| General administrative expenses |
(10.9) | (10.7) | (32.9) | (29.9) | |
| Other operating income/(expense), net |
(2.1) | 0.7 | (2.9) | (1.2) | |
| Non-recurring revenue and expenses (*) |
9 | (0.3) | (2.4) | (22.3) | (9.8) |
| Operating profit | 40.5 | 34.9 | 101.1 | 94.3 | |
| Finance income | 2.8 | 4.0 | 8.9 | 11.6 | |
| Finance costs | (25.0) | (23.1) | (70.2) | (72.0) | |
| Net finance cost | (22.2) | (19.1) | (61.3) | (60.4) | |
| Profit before income tax | 18.3 | 15.8 | 39.8 | 33.9 | |
| Income tax expense | (3.3) | (2.6) | (12.9) | (9.4) | |
| Profit for the period | 15.0 | 13.2 | 26.9 | 24.5 | |
| Profit attributable to: | |||||
| Owners of the parent | 15.0 | 12.3 | 26.9 | 22.9 | |
| Non-controlling interests | - | 0.9 | - | 1.6 | |
| Profit for the period | 15.0 | 13.2 | 26.9 | 24.5 |
Unaudited Condensed Consolidated Interim Income Statement
(*) Non-recurring revenue and expenses is a non-IFRS measure defined in note 9.
EARNINGS PER SHARE
| in € | Q3 2014 Successor |
Q3 2013 Predecessor(**) |
9M 2014 Successor |
9M 2013 Predecessor (**) |
|---|---|---|---|---|
| Basic Earnings per share |
0.22 | 0.19 | 0.40 | 0.34 |
| Diluted Earnings per share |
0.22 | 0.19 | 0.40 | 0.34 |
| Adjusted Basic Earnings per share (*) |
0.22 | 0.21 | 0.72 | 0.47 |
| Adjusted Diluted Earnings per share |
0.22 | 0.21 | 0.72 | 0.47 |
| Total number of shares as of September 30, 2014 |
68,055,555 | 68,055,555 | 68,055,555 | 68,055,555 |
(*) Adjusted basic earnings defined as profit for the period plus non-recurring expenses and tax effect on nonrecurring expenses, attributable to the owners of the parent
(**) All earnings per share for 2013 are calculated based on the number of shares at the closing of the IPO which resulted in a total of 68,055,555 shares
In accordance with IAS 33, diluted earnings per share amounts have to be calculated by dividing the net profit attributable to ordinary equity holders of the parent (after adjusting for the effects of all dilutive potential ordinary shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
In case of Ontex Group, as of September 30, 2014, no effects of dilution affect the net profit attributable to ordinary equity holders and the weighted average number of ordinary shares.
Unaudited Condensed Consolidated Interim Income Statement (continued)
| Third Quarter | Nine Months | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||||||
| Successor | Predecessor | Successor | Predecessor | ||||||
| in € million | Note | ||||||||
| Additional information: Reconciliation of Non-IFRS Financial Measures | |||||||||
| Reconciliation of operating profit to net income before interest, tax, depreciation and amortization (EBITDA) |
|||||||||
| Operating Profit | 40.5 | 34.9 | 101.1 | 94.3 | |||||
| Depreciation and amortization (*) |
9.0 | 8.3 | 25.1 | 24.7 | |||||
| EBITDA (**) | 49.5 | 43.2 | 126.2 | 119.0 | |||||
| Reconciliation of net income before interest, tax, depreciation and amortization (EBITDA) to adjusted EBITDA |
|||||||||
| EBITDA | 49.5 | 43.2 | 126.2 | 119.0 | |||||
| Non-recurring expenses excluding amortization |
(0.5) | 1.9 | 21.4 | 8.6 | |||||
| Adjusted EBITDA (***) | 49.0 | 45.1 | 147.6 | 127.6 |
Reconciliation profit of the period (Basic Earnings) to Adjusted Basic Earnings
| Profit for the period | 15.0 | 12.3 | 26.9 | 22.9 |
|---|---|---|---|---|
| Non-recurring | ||||
| expenses attributable | 0.3 | 2.3 | 22.3 | 9.2 |
| to owners of the Parent | ||||
| Tax correction | - | - | - | - |
| Adjusted Basic Earnings | 15.3 | 14.6 | 49.2 | 32.1 |
(*) Depreciation and amortization (D&A) included €8.2 million of recurring D&A and €0.8 of non-recurring D&A in Q3 2014. D&A included €7.8 million of recurring D&A and €0.5 million of non-recurring D&A for the Q3 2013. Depreciation and amortization (D&A) included €24.2 million of recurring D&A and €0.9 of non-recurring D&A in 9M 2014. D&A included €23.5 million of recurring D&A and €1.2 million of non-recurring D&A for the 9M 2013.
(**) EBITDA is a non-IFRS measure. EBITDA is defined as earnings before net finance cost, income taxes, depreciation and amortization.
(***) Adjusted EBITDA is a non-IFRS measure. Adjusted EBITDA is defined as EBITDA plus non-recurring expenses excluding non-recurring depreciation and amortization
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
| Third Quarter | Nine Months | |||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |||
| Successor | Predecessor | Successor | Predecessor | |||
| in € million | Note | |||||
| Income for the period Other comprehensive income/(loss) for the period, after tax: |
15.0 | 13.2 | 26.9 | 24.5 | ||
| Exchange differences on translating foreign operations |
(0.1) | (4.0) | 2.0 | (9.0) | ||
| Actuarial gains/(losses) | - | - | (0.1) | - | ||
| Cash flow hedge | 1.1 | (0.1) | 0.7 | (0.1) | ||
| Other | - | (0.1) | 2.4 | - | ||
| Other comprehensive | 0.9 | (4.2) | 5.0 | (9.1) | ||
| income /(loss) for the period, net of tax |
||||||
| Total comprehensive income for the period |
15.9 | 9.0 | 31.9 | 15.4 | ||
| Total comprehensive income attributable to: |
||||||
| Owners of the parent | 15.9 | 8.4 | 31.9 | 14.4 | ||
| Non-controlling interests |
- | 0.6 | - | 1.0 | ||
| Total comprehensive | 15.9 | 9.0 | 31.9 | 15.4 | ||
| income for the period |
All elements of the other comprehensive income will be reclassified subsequently to the income statement.
| September 30, 2014 Successor |
Dec 31, 2013 Predecessor |
September 30, 2013 Predecessor |
||
|---|---|---|---|---|
| in € million | Note | |||
| ASSETS | ||||
| Non-current Assets | ||||
| Goodwill and other | 864.2 | 864.8 | 863.9 | |
| intangible assets | 4 | |||
| Property, plant and | 287.5 | 282.0 | 287.1 | |
| equipment | 5 | |||
| Deferred tax assets | 1.5 | 0.3 | 0.1 | |
| Non-current receivables | - | 0.1 | 0.2 | |
| 1,153.2 | 1,147.2 | 1,151.3 | ||
| Current Assets | ||||
| Inventories | 204.3 | 182.2 | 177.6 | |
| Trade receivables | 212.4 | 199.0 | 215.7 | |
| Prepaid expenses and other | 55.4 | 37.4 | 38.2 | |
| receivables | ||||
| Current income tax | 5.8 | 3.8 | 5.5 | |
| Derivative financial assets | 6.0 | 1.1 | 0.5 | |
| Cash and cash equivalents | 8 | 111.0 | 61.4 | 69.1 |
| 594.9 | 484.9 | 506.6 | ||
| TOTAL ASSETS | 1,748.1 | 1,632.1 | 1,657.9 |
Unaudited Condensed Consolidated Statement of Financial Position
Unaudited Condensed Consolidated Statement of Financial Position (continued)
| September 30, 2014 |
Dec 31, 2013 | September 30, 2013 |
||
|---|---|---|---|---|
| Successor | Predecessor | Predecessor | ||
| in € million | Note | |||
| EQUITY AND LIABILITIES | ||||
| Equity attributable to | ||||
| owners of the company | ||||
| Share capital | 799.7 | 420.0 | 420.0 | |
| Cumulative translation differences |
(17.9) | (19.9) | (15.5) | |
| Consolidated reserves | (89.5) | (64.4) | (64.0) | |
| Controlling interests | 692.3 | 335.7 | 340.5 | |
| Non-controlling interests | - | 23.5 | 23.8 | |
| TOTAL EQUITY | 692.3 | 359.2 | 364.3 | |
| Non-current liabilities Employee benefit liabilities |
15.7 | 15.8 | 16.0 | |
| Provisions | 0.1 | 0.1 | 0.1 | |
| Interest-bearing debts | 8 | 622.8 | 896.7 | 894.5 |
| Other non-current financial | 5.0 | 10.0 | 10.0 | |
| liabilities | ||||
| Deferred income tax | 15.1 | 14.8 | 13.4 | |
| liabilities | ||||
| Other payables | 0.1 | 2.3 | 1.9 | |
| 658.8 | 939.7 | 935.9 | ||
| Current liabilities | ||||
| Interest-bearing debts | 8 | 23.2 | 13.9 | 47.1 |
| Derivative financial liabilities | 5.6 | 1.9 | 0.6 | |
| Other current financial | 5.0 | 8.0 | 8.0 | |
| liabilities | ||||
| Trade payables | 280.9 | 240.9 | 227.3 | |
| Accrued expenses and other | 21.9 | 16.0 | 19.6 | |
| payables | ||||
| Social liabilities | 30.0 | 25.9 | 26.2 | |
| Current income tax liabilities | 24.9 | 19.0 | 20.6 | |
| Provisions | 5.5 | 7.5 | 8.3 | |
| 397.0 | 333.2 | 357.7 | ||
| TOTAL LIABILITIES | 1,055.8 | 1,272.9 | 1,293.6 | |
| TOTAL EQUITY AND LIABILITIES | 1,748.1 | 1,632.1 | 1,657.9 |
Unaudited Condensed Consolidated Interim Statement of Cash Flow
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| Successor | Predecessor | Successor | Predecessor | ||
| in € million | Note | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net profit/(loss) for the | |||||
| year | 15.0 | 13.2 | 26.9 | 24.5 | |
| Adjustments for: | |||||
| Income tax expense | 3.3 | 2.6 | 12.9 | 9.4 | |
| Depreciation and | |||||
| amortisation | 9.0 | 8.3 | 25.1 | 24.7 | |
| (Profit)/loss on disposal of | |||||
| property, plant and | (3.8) | (0.2) | (3.1) | 0.6 | |
| equipment | |||||
| Provisions (including | |||||
| employee benefit | (0.7) | (1.6) | (1.5) | (35.3) | |
| liabilities) | |||||
| IPO expenses through | |||||
| income statement | - | - | 21.1 | - | |
| Unrealised F/x difference | |||||
| on operating activities | (0.6) | (0.8) | 1.6 | 0.5 | |
| Finance costs - net | |||||
| (including unrealised F/x | 22.2 | 19.1 | 61.3 | 60.4 | |
| difference on financing) | |||||
| Changes in working capital: | |||||
| Inventories | (5.6) | 6.9 | (23.0) | 10.6 | |
| Trade and other | |||||
| receivables and prepaid | 9.0 | 8.5 | (29.1) | 2.1 | |
| expenses | |||||
| Trade and other payables | 11.9 | (16.8) | 37.8 | (10.4) | |
| and accrued expenses | |||||
| Social liabilities | 2.5 | 0.8 | 4.0 | 1.7 | |
| Net cash from operating | 62.2 | 40.0 | 134.0 | 88.8 | |
| activities | |||||
| Income tax paid | (5.9) | (1.2) | (10.0) | (9.2) | |
| NET CASH GENERATED | |||||
| FROM OPERATING | 56.3 | 38.8 | 124.0 | 79.6 | |
| ACTIVITIES | |||||
| CASH FLOWS FROM | |||||
| INVESTING ACTIVITIES | |||||
| Capital Expenditure | (10.4) | (6.8) | (29.1) | (33.5) | |
| Gain (Loss) on disposal | 3.2 | - | 3.2 | - | |
| Acquisition price paid | - | - | (8.0) | (73.2) | |
| NET CASH USED IN | (7.2) | (6.8) | (33.9) | (106.7) | |
| INVESTING ACTIVITIES | |||||
| CASH FLOWS FROM | |||||
| FINANCING ACTIVITIES | |||||
| Proceeds from acquisition | - | - | - | 2.1 | |
| (net cash) Proceeds from borrowings |
- | - | - | 77.4 | |
Annex A – Ontex Group NV Unaudited Condensed Consolidated Interim Financial Statements
| Third Quarter | Nine Months | |||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |||
| Successor | Predecessor | Successor | Predecessor | |||
| in € million | Note | |||||
| Other proceeds from financing |
- | - | - | 20.0 | ||
| Repayment of borrowings | (280.2) | (10.6) | (281.2) | (1.8) | ||
| Net interest paid | (3.7) | (4.1) | (36.6) | (34.2) | ||
| Cost of refinancing & Other costs of financing |
(1.7) | (1.3) | (4.3) | (8.9) | ||
| Realised foreign exchange (losses)/gains on financing activities |
(0.1) | 0.2 | 0.9 | (3.2) | ||
| Derivative financial asset | - | 1.8 | - | 5.6 | ||
| IPO expenses paid through equity |
(19.2) | - | (25.3) | - | ||
| Capital increase (net of cash) |
(11.8) | - | 306.0 | - | ||
| NET CASH GENERATED | ||||||
| FROM FINANCING ACTIVITIES |
(316.7) | (14.0) | (40.5) | 57.0 | ||
| MOVEMENT IN PERIOD | (267.6) | 18.0 | 49.6 | 29.9 | ||
| CASH, CASH EQUIVALENTS AT BEGINNING OF THE PERIOD |
378.4 | 51.1 | 61.4 | 39.2 | ||
| CASH, CASH EQUIVALENTS AT THE END OF THE PERIOD |
111.0 | 69.1 | 111.0 | 69.1 |
Unaudited Condensed Consolidated Interim Statement of Cash Flow (continued)
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| in € million | 2014 Successor |
2013 Predecessor |
2014 Successor |
2013 Predecessor |
|
| Additional information: |
Reconciliation of Non-IFRS Financial Measures
Reconciliation of Adjusted free cash-flow
| Operating profit | 40.5 | 34.9 | 101.1 | 94.3 |
|---|---|---|---|---|
| Depreciation and | 9.0 | 8.3 | 25.1 | 24.7 |
| Amortization | ||||
| EBITDA | 49.5 | 43.2 | 126.2 | 119.0 |
| Non-recurring expenses | (0.5) | 1.9 | 21.4 | 8.6 |
| Adjusted EBITDA | 49.0 | 45.1 | 147.6 | 127.6 |
| Change in Working Capital | ||||
| Inventories | (5.6) | 6.9 | (23.0) | 10.6 |
| Trade and other receivables | 9.0 | 8.5 | (29.1) | 2.1 |
| Trade and other payables | 11.9 | (16.8) | 37.8 | (10.4) |
| Capex | (10.4) | (6.8) | (29.1) | (33.5) |
| Adjusted Free Cash Flow | 53.9 | 36.9 | 104.2 | 96.4 |
| (pre-tax) | ||||
| Cash taxes paid | (5.9) | (1.2) | (10.0) | (9.2) |
| Adjusted Free Cash Flow (post-tax) |
48.0 | 35.7 | 94.2 | 87.1 |
The Group has revised the presentation of adjusted free cash flow and includes the cash inflows and outflows from non-recourse factoring arrangements in the adjusted free cash flow in line with the changes in working capital in the Unaudited Consolidated Interim Statement of Cash Flow. The revised presentation is valid since the interim financial reporting for the half year period ended June 30, 2014 of Ontex Group N.V. A bridge to the reported figures has been made:
| Reconciliation of Non-IFRS Measures – Adjusted FCF calculation |
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
First Quarter |
|---|---|---|---|---|---|
| in € million | 2013 | 2013 | 2013 | 2013 | 2014 |
| Adjusted Free Cash Flow (post-tax) | 14.0 | 37.5 | 35.7 | 52.8 | 5.5 |
| Cash inflows (-) and outflows (+) from non recourse factoring arrangements |
- | (21.0) | (14.4) | (0.9) | (1.5) |
| Adjusted Free Cash Flow (post-tax) - Previously reported |
14.0 | 16.5 | 21.3 | 51.9 | 4.0 |
Unaudited Condensed Consolidated Statement of Changes in Equity
| Attributable to equity holders of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| in € million | Number of shares |
Share capital |
Share Premium |
CPECS | Cumulative translation reserves |
Retained earnings and other reserves |
Total Equity |
Non controlling interests |
Total Equity |
| Predecessor Balance at December 31, 2013 (predecessor) Transactions with owners at the level of Ontex Group NV: |
- | 21.0 | - | 399.0 | (19.9) | (64.4) | 335.7 | 23.5 | 359.2 |
| Paid-in capital at establishment: | 7,000 | 0.1 | - | - | - | - | 0.1 | - | 0.1 |
| Contribution in kind of Ontex I S.à.r.l. shares |
49,993,000 | 499.9 | 400.1 | - | - | 23.5 | 923.5 | (23.5) | 900.0 |
| Transfer of share premium to capital |
- | 400.1 | (400.1) | - | - | - | - | - | - |
| Primary tranche of IPO | 18,055,555 | 180.6 | 144.4 | - | - | - | 325.0 | - | 325.0 |
| Capital decrease | - | (400.0) | - | - | - | 400.0 | - | - | - |
| IPO Expenses attributed to primary tranche Elimination of joint control |
- | (25.4) | - | - | - | - | (25.4) | - | (25.4) |
| transaction and equity Ontex I Sàrl (*) |
- | (21.0) | - | (399.0) | - | (480.0) | (900.0) | - | (900.0) |
| Total transactions with owners Comprehensive income: |
68,055,555 | 634.3 | 144.4 | (399.0) | - | (56.5) | 323.2 | (23.5) | 299.7 |
| Profit for the year | - | - | - | - | - | 28.5 | 28.5 | (1.6) | 26.9 |
| Other comprehensive income: |
| Attributable to equity holders of the Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| in € million | Number of shares |
Share capital |
Share Premium |
CPECS | Cumulative translation reserves |
Retained earnings and other reserves |
Total Equity |
Non controlling interests |
Total Equity |
| Exchange differences on translating foreign operations Actuarial gains/(losses) on defined |
- | - | - | - | 2.0 | - | 2.0 | 1.4 | 3.4 |
| benefit pension plans | - | - | - | - | - | (0.1) | (0.1) | 0.1 | - |
| Cash flow hedges | - | - | - | - | - | 0.7 | 0.7 | - | 0.7 |
| Other movements | - | - | - | - | - | 2.3 | 2.3 | 0.1 | 2.4 |
| Total other comprehensive income Successor |
- | - | - | - | 2.0 | 2.9 | 4.9 | 1.6 | 6.5 |
| Balance at September 30, 2014 | 68,055,555 | 655.3 | 144.4 | - | (17.9) | (89.5) | 692.3 | - | 692.3 |
As explained in note 1.2 'History of the Group', Ontex Group NV was established with the purpose of structuring the IPO of the Group. The transfer of the ownership of the shares of Ontex I S.à.r.l. constitutes transactions under joint control and need to be eliminated as well as the predecessor equity. This elimination is posted against other reserves. As a consequence, the equity increases only pursuant to external transactions, being the primary tranche of the IPO (net of expenses).
We refer to the Prospectus for more extensive information on the transactions with the owners of the Group.
| in € million | Share capital |
CPECS | Cumulative translation reserves |
Retained earnings and other reserves |
Total Equity |
Non controlling interests |
Total Equity |
|---|---|---|---|---|---|---|---|
| Predecessor | |||||||
| Balance at December 31, 2012 |
4.2 | 415.8 | (7.1) | (86.8) | 326.1 | 22.8 | 348.9 |
| Comprehensive income: Profit for the year Other |
- | - | - | 22.9 | 22.9 | 1.6 | 24.5 |
| comprehensive income: Exchange differences on translating |
- | - | (8.4) | - | (8.4) | (0.6) | (9.0) |
| foreign operations Cash flow hedges |
- | - | - | (0.1) | (0.1) | - | (0.1) |
| Total other comprehensive income |
- | - | (8.4) | (0.1) | (8.5) | (0.6) | (9.1) |
| Predecessor Balance at September 30, 2013 |
4.2 | 415.8 | (15.5) | (64.0) | 340.5 | 23.8 | 364.3 |
Attributable to equity holders of the Company
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
NOTE 1 Corporate Information
The interim condensed consolidated financial statements of Ontex Group for the first nine months ended 30 September 2014 were authorized for issue in accordance with a resolution of the Board on November 25, 2014.
NOTE 1.1 Business activities
We are a leading manufacturer of retailer branded and branded hygienic disposable products across Western Europe, Eastern Europe, Middle East and Africa. We have an estimated market share of retailer brands of 41% in Western Europe and above 50% in Eastern Europe based on volume in 2013. We primarily sell our products to retailers, helping them to establish or enhance their own brands. We sell both retailer brands and Ontex brands, with the mix varying by product category and geography. We also sell a small amount of finished products to other manufacturers, which is referred to as contract manufacturing. For the nine months ended September 30, 2014 and the year ended December 31, 2013, 63.0% and 62.3% of our revenue was generated from retailer branded products (including contract manufacturing which we undertake through our Mature Market Retail Division), with the remaining 37.0% and 37.7% being generated from Ontex brands, respectively.
We operate our business through four divisions, which are mainly organized by sales channel and the nature of our customer relationships:
- Mature Market Retail, which primarily sells retailer branded products to established retailers in Western Europe, where demographic trends and adoption rates for its core products, baby care and feminine care products, are relatively stable. The Mature Market Retail Division accounted for 56.4% of our revenue for the nine months ended September 30, 2014 and 56.7% of our revenue for the year ended December 31, 2013;
- Growth Markets, which sells a mix of retailer branded products and Ontex brands and is focused geographically on Eastern Europe, where the demographic profile of the population is similar to Western Europe, but the potential for growth of the hygienic disposable products market is supported by lower, but increasing, adoption rates compared to Western Europe. The Growth Markets Division accounted for 5.9% of our revenue for the nine months ended September 30, 2014 and 5.9% of our revenue for the year ended December 31, 2013;
- Middle East and Africa, which sells primarily Ontex branded products in Turkey, Algeria, Pakistan and Morocco, as well as other countries in the region. These countries benefit from favourable demographic trends, including expected population growth as well as increasing adoption rates for all products. The Middle East and Africa Division accounted for 11.4% of our revenue for the nine months ended September 30, 2014 and 12.0% of our revenue for the year ended December 31, 2013; and
- Healthcare, which primarily sells Ontex branded adult incontinence products directly or through distribution channels to institutional customers in the healthcare market. The Healthcare Division accounted for 26.3% of our revenue for the nine months ended September 30, 2014 and 25.4% of our revenue for the year ended December 31, 2013.
Our core product categories include:
- Babycare products, principally baby diapers and, to a lesser extent, baby pants and wet wipes. Babycare products comprised 52.4% of our revenue for the nine months ended September 30, 2014 and 52.5% for the year ended December 31, 2013.
- Adult incontinence products, such as adult pants, adult diapers, incontinence towels and bed protection. Adult incontinence products comprised 33.4% of our revenue for the nine months ended September 30, 2014 and 32.9% of our revenue for the year ended December 31, 2013.
- Feminine care products, such as sanitary pads, panty liners and tampons. Feminine care products comprised 12.7% of our revenue for the nine months ended September 30, 2014 and 13.2% of our revenue for the year ended December 31, 2013.
Other products, which comprise a range of traded products purchased by us and sold commercially including cosmetics, medical gloves and other traded products, accounted for 1.5% of our revenue for the nine months ended September 30, 2014 and 1.4% of our revenue for the year ended December 31, 2013.
We are headquartered in Erembodegem (Aalst), Belgium and have a well-balanced manufacturing and sales footprint. We have 15 production facilities located across Europe (including two in Belgium, one in the Czech Republic, two in France, two in Germany, one in Spain and one in Italy), China, Turkey, Algeria, Russia, Australia and Pakistan. We have 23 sales and marketing teams located across Europe, Asia, Africa, Turkey, the Middle East and Australia through which we make sales in more than 100 countries worldwide. The wide reach of our production facilities and sales offices allows us to operate across a wide range of markets in a cost effective manner. We employed an average of 4,981 full time equivalent employees during the year ended December 31, 2013.
We refer to the Management Discussion & Analysis preceding these unaudited Condensed Consolidated Interim Financial Statements for more details on the evolution of our business and significant events.
NOTE 1.2 History of the Group
Ontex was founded in 1979 by Paul Van Malderen and initially produced mattress protectors for the Belgian institutional market. During the 1980s and the first half of the 1990s, the Company expanded its product range into its current core product categories and grew the business internationally both organically and through acquisitions.
After opening a production facility in the Czech Republic and acquiring businesses in Belgium, Germany and Spain, Ontex was listed on Euronext Brussels in 1998. Following the listing, we experienced rapid growth over several years, primarily through bolt-on acquisitions in France, Germany and Turkey.
Ontex was acquired by funds advised by Candover in 2003 and subsequently de-listed from Euronext Brussels. We acquired a diaper production unit of Paul Hartmann in Germany in 2004 and opened a production facility in China in 2006. In 2008, we opened a production facility in Algeria. In 2010, we acquired iD Medica, which sells incontinence products in Germany.
In November 2010, Ontex was acquired by funds managed by GSCP and TPG. In 2011, we opened two additional production facilities, one in Australia and one in Russia, and acquired Lille Healthcare, a company operating in the adult incontinence market in France, in October 2011. In 2013, we acquired Serenity, a company operating in the adult incontinence market in Italy, and opened a production facility in Pakistan.
In preparing the Initial Public Offering (IPO) of the Group, Ontex Group N.V. (the "Parent") was incorporated on April 24, 2014 for the purpose of acquiring Ontex I S.à.r.l and its subsidiaries, which occurred on June 10, 2014.Ontex Group N.V. was established by the same shareholders as those of Ontex I S.à.r.l. and hence, the transactions for preparing the IPO constitute joint controlled business combinations. Consequently, these transactions are recognized in the financial statements using the predecessor value method. This means that the purchase price was not allocated to the assets and liabilities acquired. The values recognized in the current financial statements are the values determined when Ontex I S.à.r.l. gained control and started to consolidate the subsidiaries.
This means:
-
- That the assets and liabilities of Ontex Group N.V. are recognised and valued in the consolidated financial statements at their book value in the consolidated financial statements of Ontex I S.à.r.l, as established in accordance with the IFRS. Ontex I S.à.r.l. has always, since its' creation, prepared consolidated financial statements in accordance with IFRS and therefore, IFRS 1 is not applicable;
-
- That the retained earnings and other equity balances recognised in the consolidated financial statements are the retained earnings and other equity balances of Ontex Group N.V. and that the difference between the acquisition amount and the eliminated share capital of Ontex I S.à.r.l is recognized as a 'other (merger) reserve';
-
- That the income statement and statement of cash flows for the nine months ended 30 September 2014 spans nine months, notwithstanding the fact that the financial year of Ontex Group N.V. as a legal person is shorter (24 April 2014 to 30 September 2014);
-
- That the comparative information presented in the consolidated financial statements is the information of Ontex I S.à.r.l. Management has taken this decision because of the continuity and labelled the comparative information as 'Predecessor' financial information.
Prior to the acquisition of Ontex I S.à.r.l, Ontex Group N.V. had no activities. As a consequence, there is no relevant financial information for periods prior to the acquisition relating to Ontex Group N.V.
In June 2014, Ontex Group N.V. successfully listed its shares on the Euronext Brussels exchange and trades under the ticker 'ONTEX'.
NOTE 1.3 Legal status
Ontex Group is a limited-liability company incorporated in the form of a naamloze vennootschap under Belgian law. Ontex Group has its registered office at Korte Keppestraat 21/31, 9320 Erembodegem (Aalst), Belgium. The shares of Ontex Group are listed on the regulated market of Euronext Brussels.
NOTE 2 Summary of significant accounting policies
NOTE 2.1 General information
The accounting policies used to prepare the condensed consolidated interim financial statements for the period from January 1, 2014 to September 30, 2014 are consistent with those applied in the audited consolidated financial statement for the year ended December 31, 2013 of Ontex I S.à.r.l. (predecessor).
The accounting policies have been consistently applied to all the periods presented. The policies for both the Successor and Predecessor financial information are the same.
A summary of the most important accounting policies, critical accounting estimates and accounting judgments can be found in the audited consolidated financial statements for the year ended December 31, 2013 of the Ontex I S.à.r.l that can be found in the IPO prospectus on the website, from page F15 through page F64.
New standards and interpretations that have been published but not yet endorsed are expected not to have a significant impact on the Group.
NOTE 2.2 Basis of preparation
The condensed consolidated interim financial statements of the Group for the quarter ended September 30, 2014 have been drawn up in compliance with IFRS ("International Financial Reporting Standards") as adopted by the European Union. These include all IFRS standards and IFRIC interpretations issued and effective for the financial year beginning 1 January 2014. The new standards, amendments to standards and interpretations that are mandatory for the first time for the financial year beginning 1 January 2014, did not have a significant impact. No new standards, amendments to standards or interpretations were early adopted.
These condensed consolidated unaudited interim financial statements present information on the Ontex Group.
These condensed consolidated unaudited interim financial statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting', as adopted by the European Union. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2013 of Ontex I S.à.r.l, with the interim financial reporting of Ontex I S.à.r.l for the 3 month period ended March 31, 2014, that can be found on the website: http://www.ontexglobal.com/ in the F-pages as part of the IPO prospectus, and with the interim financial reporting for the half year period ended June 30, 2014 of Ontex Group N.V., that can be found on the website: http://www.ontexglobal.com/.
The condensed consolidated interim financial statements were authorized for issue by the Board of Directors as of November 25, 2014. The amounts in these documents are presented in millions of Euros unless noted otherwise.
NOTE 2.3 Measurement in the consolidated interim financial statements
Revenues and costs that are incurred unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year.
NOTE 2.4 Critical accounting estimates and judgments
The preparation of interim financial statements requires management to make judgments, 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.
In preparing these condensed interim financial statements, 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 consolidated financial statements for the year ended 31 December 2013, with the exception of changes in estimates that are required in determining the provision for income taxes
NOTE 3 Segment reporting
According to IFRS 8, reportable operating segments are identified based on the "management approach". This approach stipulates external segment reporting based on the Group's internal organizational and management structure and on internal financial reporting to the chief operating decision maker. The Group's activities are in one segment, "Hygienic Disposable Products". There are no other significant classes of business, either singularly or in aggregate. The chief operating decision makers, the Board of Directors, review the operating results and operating plans, and make resource allocation decisions on a company-wide basis. Therefore the Group operates as one segment. Enterprise-wide disclosures about product sales, geographic areas and revenues from major customers are presented below:
| By division, | Third Quarter | Nine Months | |||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| in € million | Successor | Predecessor | Successor | Predecessor | |
| Mature Market Retail | 227.9 | 214.6 | 681.1 | 633.4 | |
| Growth Markets | 24.4 | 22.1 | 71.4 | 63.5 | |
| Healthcare | 106.1 | 103.4 | 318.4 | 273.0 | |
| Middle East and Africa | 40.0 | 39.3 | 137.4 | 137.8 | |
| Ontex Group Revenues | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
NOTE 3.1 Information by division
NOTE 3.2 Information by product group
| By product group, | Third Quarter | Nine Months | |||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| in € million | Successor | Predecessor | Successor | Predecessor | |
| Babycare | 204.0 | 192.9 | 632.8 | 588.6 | |
| Femcare | 53.1 | 52.1 | 153.2 | 148.3 | |
| Adult Incontinence | 134.7 | 129.2 | 403.7 | 356.0 | |
| Other (Traded goods) | 6.6 | 5.2 | 18.6 | 14.8 | |
| Ontex Group Revenues | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
NOTE 3.3 Information by geographic area
The organizational structure of the Group and its system of internal information indicates that the main source of geographical risks results from the location of its customers (destination of its sales) and not the physical location of its assets (origin of its sales). The location of the Group's customers is accordingly the geographical segmentation criterion and is defined as below:
| By geographic area, | Third Quarter | Nine Months | |||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| in € million | Successor | Predecessor | Successor | Predecessor | |
| Western Europe | 275.7 | 266.7 | 834.9 | 751.1 | |
| Eastern Europe | 56.7 | 49.1 | 159.4 | 146.2 | |
| Rest of the World | 66.0 | 63.6 | 214.0 | 210.4 | |
| Ontex Group Revenues | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
NOTE 3.4 Revenues from major customers
The Group does not have a single significant customer. In Q3 2014, the single largest customer represented 6.9% of the Group's revenues. The 10 largest customers represented 38.7% of total sales for Q3 2014 revenues.
NOTE 4 Goodwill and other intangible assets
| IT | ||||||||
|---|---|---|---|---|---|---|---|---|
| Goodwill | implementation | Other | Total | |||||
| in € million | costs | intangibles | ||||||
| Nine months ended September 30, 2014 | ||||||||
| Opening net book amount | 860.1 | 4.4 | 0.3 | 864.8 | ||||
| Additions | - | 1.0 | - | 1.0 | ||||
| Disposals | - | - | - | - | ||||
| Amortization charge | - | (1.6) | - | (1.6) | ||||
| Closing net book amount | 860.1 | 3.8 | 0.3 | 864.2 | ||||
| At September 30, 2014 | ||||||||
| Cost or valuation | 860.1 | 14.1 | 0.8 | 875.0 | ||||
| Accumulated amortization, | ||||||||
| impairment and other | - | (10.3) | (0.5) | (10.8) | ||||
| adjustments | ||||||||
| Net book amount | 860.1 | 3.8 | 0.3 | 864.2 |
| IT | ||||
|---|---|---|---|---|
| Goodwill | implementation | Other | Total | |
| in € million | costs | intangibles | ||
| Nine Months ended September 30, 2013 | ||||
| Opening net book amount | 841.5 | 3.9 | 0.4 | 845.8 |
| Additions | 18.1 | 1.2 | - | 19.3 |
| Transfers | - | 0.8 | - | 0.8 |
| Disposals | - | (0.2) | - | (0.2) |
| Amortization charge | - | (1.8) | - | (1.8) |
| Closing net book amount | 859.6 | 3.9 | 0.4 | 863.9 |
| At September 30, 2013 | ||||
| Cost or valuation | 859.6 | 16.9 | 0.9 | 877.4 |
| Accumulated amortization, | ||||
| impairment and other | - | (13.0) | (0.5) | (13.5) |
| adjustments | ||||
| Net book amount | 859.6 | 3.9 | 0.4 | 863.9 |
| NOTE 5 | Property plant and equipment | |
|---|---|---|
| -------- | ------------------------------ | -- |
| in € million | Land, land improvements and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under constructi on and advance payments |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months ended September 30, 2014 | ||||||||||
| Opening net book amount |
98.6 | 154.6 | 0.6 | 10.1 | 18.2 | 282.1 | ||||
| Additions | 0.1 | 11.7 | 0.5 | 0.9 | 15.6 | 28.8 | ||||
| Transfers | - | 14.2 | - | - | (14.2) | - | ||||
| Disposals | (1.4) | - | - | 0.2 | - | (1.2) | ||||
| Depreciation charge | (2.8) | (19.7) | (0.1) | (0.9) | - | (23.5) | ||||
| Exchange differences | (0.1) | 1.2 | - | 0.2 | - | 1.3 | ||||
| Fixed assets acquired | - | - | - | - | - | - | ||||
| Closing net book amount |
94.4 | 162.0 | 1.0 | 10.5 | 19.6 | 287.5 | ||||
| At September 30, 2014 | ||||||||||
| Cost | 110.5 | 264.4 | 1.7 | 17.3 | 19.6 | 413.5 | ||||
| Accumulated depreciation |
(16.1) | (102.4) | (0.7) | (6.8) | - | (126.0) | ||||
| Net book amount | 94.4 | 162.0 | 1.0 | 10.5 | 19.6 | 287.5 |
| in € million | Land, land improvements and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under construction and advance payments |
Total | |||
|---|---|---|---|---|---|---|---|---|---|
| Nine months ended September 30, 2013 | |||||||||
| Opening net book amount |
89.4 | 134.2 | 0.6 | 11.4 | 31.8 | 267.4 | |||
| Additions | 0.5 | 11.7 | - | 0.4 | 11.7 | 24.3 | |||
| Transfers | 0.5 | 19.6 | - | - | (20.9) | (0.8) | |||
| Disposals | - | (0.5) | - | - | (1.4) | (1.9) | |||
| Depreciation charge | (2.9) | (18.8) | (0.1) | (1.0) | - | (22.8) | |||
| Exchange differences | (0.4) | (3.5) | - | (0.6) | (0.5) | (5.0) | |||
| Other movements | - | (0.3) | - | - | - | (0.3) | |||
| Fixed assets acquired | 11.4 | 14.6 | - | - | 0.2 | 26.2 | |||
| Closing net book amount |
98.4 | 157.1 | 0.5 | 10.2 | 20.9 | 287.1 | |||
| At September 30, 2013 | |||||||||
| Cost | 115.0 | 247.3 | 1.1 | 16.5 | 20.9 | 400.7 | |||
| Accumulated depreciation |
(16.6) | (90.2) | (0.6) | (6.3) | - | (113.6) | |||
| Net book amount | 98.4 | 157.1 | 0.5 | 10.2 | 20.9 | 287.1 |
The additions to property, plant and equipment represent mainly investments in capacity extension, R&D investments, investments to run the business and IT investments.
As at September 30, 2014, the Group has commitments to purchase property, plant and equipment for the amount of €15.4 million.
NOTE 6 Legal claims
The Group recognises a provision for certain legal claims brought against the Group by customers, suppliers or former employees. There have been no significant developments in respect of claims compared to prior year end.
NOTE 7 Reconciliation of Non-IFRS Financial Measures
For a reconciliation of EBITDA and Adjusted EBITDA to operating profit, we refer to the section "Unaudited Condensed Consolidated Interim Income Statement".
For a reconciliation of Adjusted free cash flow to operating profit, we refer to the section "Unaudited Condensed Consolidated Interim Statement of Cash Flow".
NOTE 8 Net Debt
The Group monitors capital on the basis of the net debt position. The Group's net debt position is calculated by adding all short and long-term interest bearing debts and by deducting the available short-term liquidity.
The net debt positions of the Group for the periods ended September 30, 2014, September 30, 2013 and December 31, 2013 are as follows:
| Net debt | September 30, 2014 |
Dec 31, 2013 | September 30, 2013 |
|---|---|---|---|
| in € million | Successor | Predecessor | Predecessor |
| Long-term interest bearing debt | 622.8 | 896.7 | 894.5 |
| Short-term interest bearing debt | 23.2 | 13.9 | 47.1 |
| Available short-term liquidity | (111.0) | (61.4) | (69.1) |
| Total net debt position | 535.0 | 849.2 | 872.5 |
During the third quarter of 2014, Ontex IV S.A., a fully owned subsidiary and the issuer of €280,000,000 Senior Secured Floating Rate Notes due 2018 (the "Notes"), has redeemed all the Notes, plus accrued and unpaid interest and additional amounts.
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | ||
| in € million | Successor | Predecessor | Successor | Predecessor | |
| Factory Closure | (0.8) | - | 0.1 | - | |
| Business restructuring | 0.1 | 0.5 | 0.5 | 1.1 | |
| Acquisition related expenses | 0.1 | 1.4 | 0.6 | 7.0 | |
| Asset impairment | 0.8 | 0.4 | 0.9 | 1.2 | |
| IPO costs | - | - | 21.1 | - | |
| Other | 0.1 | 0.1 | (0.9) | 0.5 | |
| Total non-recurring revenue and expenses |
0.3 | 2.4 | 22.3 | 9.8 |
NOTE 9 Non-recurring revenues and expenses
Items classified under the heading non-recurring revenue and expenses are those items that are considered by management to be non-recurring or unusual because of their nature. The Group has adopted this classification to allow a better understanding of its recurring financial performance.
The majority of the non-recurring expenses of 9M 2014 relate to the IPO on June 25, 2014. The total amount of known and accrued IPO related expenses is €46.5 million, of which €21.1 million has been recognized as non-recurring expenses and €25.4 million has been reported under equity. Other than IPO expenses, we have reported following items as nonrecurring:
Factory closure: The Group closed the production facilities in Villefranche, France in 2011 and in Recklinghausen, Germany in 2012. The non-recurring items in Q3 2014 relates mainly to the net gain on the sale of the production site Villefranche, France.
Business restructuring: The Group undertook a number of projects to optimize the management of its business. The costs for 9M 2014 mainly comprise professional fees and costs related to breach of contract.
Acquisition related expenses: In 9M 2013 and 9M 2014, the Group incurred expenses in relation to the acquisition and subsequent integration of Serenity Spa.
Asset Impairment: The asset impairment charge is a non-cash item and relates in H1 2013 to the write off of the amortization of idle production equipment, and in Q3 2014, it includes an impairment as a result of the sale of the production site in Villefranche, France.
Other: The Group also included the revenue on the disposal of land in Russia in Q2 2014 as non-recurring result for an amount of €1.8 million.
NOTE 10 Financial Instruments
For all financial assets and liabilities the carrying amount is a reasonable approximation of their fair value except for the derivatives that are accounted for at fair value and the Notes that are publicly traded.
The fair value measurement of the derivatives can be categorised as level 2, the publicly trade notes as level 1.
The fair value of the interest cap is calculated as the present value of estimated future cash flows. The fair value of the forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet dates. All inputs that have a significant effect on the fair value are observable, directly or indirectly.
NOTE 11 Contingencies
The Group is involved in a number of environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our business.
We currently believe that the disposition of all claims and disputes, individually or in the aggregate, should not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.
NOTE 12 Related Party transactions
The IPO has been executed in accordance with the process described in the prospectus for the Closing of the Offering on pages 39 and 127 and following.
On 25 July 2014, Ontex announced the exercise of the over-allotment option by UBS Limited ("UBS"), as stabilisation manager on behalf of the underwriters, and the end of the stabilisation period, in relation to its initial public offering that ended on 24 June 2014 ("IPO").
Certain selling shareholders, i.e. Whitehaven B S.à r.l. ("Whitehaven B") (an investment vehicle ultimately owned by funds advised by affiliates of TPG and funds advised by affiliates of The Goldman Sachs Group, Inc.) and certain members of the previous and current executive management team of the Company, had granted UBS an option to purchase an aggregate amount of 4,322,083 additional shares at the IPO price of EUR 18 to cover overallotments or any short positions in connection with the IPO (the "Over-allotment Option").
A total of 33,135,971 shares had been sold in the IPO, of which 18,055,555 new shares sold by the Company; 10,758,333 existing shares sold by all selling shareholders and 4,322,083 over-allotted shares.
UBS has chosen to exercise the Over-allotment Option for 4,322,083 shares, raising, subject to successful closing thereof, additional gross proceeds for the above mentioned certain selling shareholders of EUR 77,797,494.
The related party transactions with shareholders and parties related to the shareholders have not substantially changed in nature and impact compared to the year ended December 31, 2013 and hence no updated information is included in this interim reporting.
The remuneration of the members of the Board of Directors and key management is determined on an annual basis, for which reason no further details are included in this interim report.
NOTE 13 Events after the reporting period
On November 14, 2014, Ontex closed the offering of €250 million 4.75% Senior Secured Notes due November 15, 2021 for an issue price of 100.00%.
The Notes will be guaranteed by certain material operating subsidiaries of Ontex on a senior basis. The Notes will be secured by a first-priority security interest over shares of certain of the guarantors and over certain receivables of Ontex and certain of the guarantors. The collateral securing the Notes will be shared by a senior facilities agreement, comprised of a euro-denominated senior term loan facility in an amount of €380 million and a eurodenominated senior revolving facility in an amount of up to €100 million, and certain hedging obligations.
The euro-denominated senior term loan facility in an amount of €380 million has an interest rate based on the 3 month EURIBOR plus a starting margin of 275 basis points, which is largely hedged.
The weighted average interest rate of 8.1% will fall to slightly above 3.5% for full year 2015 at current 3 month EURIBOR and current leverage.
Borrowings under the senior term loan facility and the proceeds from the sale of the Notes will be used to redeem in full Ontex's existing 7.50% senior secured notes due 2018 in an aggregate principal amount of €395,000,000 and 9.00% senior unsecured notes due 2019 in an aggregate principal amount of €235,000,000 (the "Existing Notes"), pay prepayment premiums and to pay fees and expenses (the "Refinancing").
Borrowings under the senior term loan facility and the proceeds from the sale of the Notes will be accounted for at amortized cost. Redemption cost of existing borrowings will be accounted for in non-recurring expenses in P&L.
Pending the redemption of the Existing Notes, which is expected to be on or about December 4, 2014, the proceeds of the Notes offering will be deposited into an escrow account.
ANNEX B – ONTEX I.V. SA UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| in € million | Note | 2014 | 2013 | 2014 | 2013 |
| Revenue | 3 | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
| Cost of sales | (287.1) | (277.6) | (874.7) | (815.7) | |
| Gross margin | 111.3 | 101.8 | 333.6 | 292.0 | |
| Distribution expenses | (37.0) | (35.6) | (112.8) | (98.6) | |
| Sales and marketing | (20.5) | (19.0) | (61.6) | (58.2) | |
| expenses | |||||
| General administrative expenses |
(10.2) | (10.2) | (31.8) | (29.0) | |
| Other operating | (2.1) | 0.7 | (2.9) | (1.2) | |
| income/(expense), net | |||||
| Non-recurring revenue and expenses (*) |
9 | (0.2) | (2.4) | (1.0) | (9.8) |
| Operating profit | 41.3 | 35.3 | 123.5 | 95.2 | |
| Finance income | 2.8 | 3.9 | 8.9 | 11.5 | |
| Finance costs | (25.0) | (23.1) | (70.2) | (72.0) | |
| Net finance cost | (22.2) | (19.2) | (61.3) | (60.5) | |
| Profit before income tax | 19.1 | 16.1 | 62.2 | 34.7 | |
| Income tax expense | (3.4) | (2.6) | (12.9) | (9.4) | |
| Profit for the period (**) | 15.7 | 13.5 | 49.3 | 25.3 |
Unaudited Condensed Consolidated Interim Income Statement
(*) Non-recurring revenue and expenses is a non-IFRS measure defined in note 9.
(**) All attributable to the shareholders of Ontex IV SA
Unaudited Condensed Consolidated Interim Income Statement (continued)
| Third Quarter | Nine Months | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in € million | Note | 2014 | 2013 | 2014 | 2013 | |||||
| Additional information: Reconciliation of Non-IFRS Financial Measures | ||||||||||
| Reconciliation of operating profit to net income before interest, tax, depreciation and amortization (EBITDA) |
||||||||||
| Operating Profit | 41.3 | 35.3 | 123.5 | 95.2 | ||||||
| Depreciation and | 9.0 | 8.2 | 25.1 | 24.6 | ||||||
| amortization (*) | ||||||||||
| EBITDA (**) | 50.3 | 43.5 | 148.6 | 119.8 | ||||||
| Reconciliation of net income before interest, tax, depreciation and amortization (EBITDA) to adjusted EBITDA |
||||||||||
| EBITDA (**) | 50.3 | 43.5 | 148.6 | 119.8 | ||||||
| Non-recurring expenses excluding amortization |
(0.6) | 2.0 | 0.1 | 8.7 | ||||||
| Adjusted EBITDA (***) | 49.7 | 45.5 | 148.7 | 128.5 |
- (*) Depreciation and amortization (D&A) included €8.2 million of recurring D&A and €0.8 of non-recurring D&A in Q3 2014. D&A included €7.8 million of recurring D&A and €0.4 million of non-recurring D&A for the Q3 2013. Depreciation and amortization (D&A) included €24.2 million of recurring D&A and €0.9 of non-recurring D&A in 9M 2014. D&A included €23.5 million of recurring D&A and €1.1 million of nonrecurring D&A for the 9M 2013.
- (**) EBITDA is a non-IFRS measure. EBITDA is defined as earnings before deduction of net finance cost, income taxes, depreciation and amortization.
- (***) Adjusted EBITDA is a non-IFRS measure. Adjusted EBITDA is defined as. EBITDA plus non-recurring expenses excluding non-recurring depreciation and amortization
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| in € million | Note | 2014 | 2013 | 2014 | 2013 |
| Income for the period | 15.7 | 13.5 | 49.3 | 25.3 | |
| Other comprehensive income/(loss) for the period, after tax: | |||||
| Exchange differences on translating foreign operations |
1.4 | (3.9) | 3.5 | (9.0) | |
| Cash flow hedge | 1.2 | (0.1) | 0.7 | (0.1) | |
| Other | - | - | (0.4) | 0.1 | |
| Other comprehensive income | |||||
| /(loss) for the period, net of tax | 2.6 | (4.0) | 3.8 | (9.0) | |
| Total comprehensive income for the period (*) |
18.3 | 9.5 | 53.1 | 16.3 |
(*) All attributable to the shareholders of Ontex IV SA
All elements of the other comprehensive income will be reclassified subsequently to the income statement.
| in € million | Note | September 30, 2014 |
Dec 31, 2013 | September 30, 2013 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current Assets | ||||
| Goodwill and other | 864.2 | 864.8 | 863.9 | |
| intangible assets | 4 | |||
| Property, plant and | 5 | 287.5 | 282.0 | 287.1 |
| equipment | ||||
| Deferred tax assets | 1.5 | 0.3 | 0.1 | |
| Non-current receivables | - | 0.1 | 0.2 | |
| 1,153.2 | 1,147.2 | 1,151.3 | ||
| Current Assets | ||||
| Inventories | 204.3 | 182.2 | 177.6 | |
| Trade receivables | 213.4 | 199.0 | 215.7 | |
| Prepaid expenses and | 60.6 | 40.0 | 39.7 | |
| other receivables | ||||
| Current income tax | 5.5 | 3.7 | 5.5 | |
| Derivative financial assets | 6.0 | 1.1 | 0.5 | |
| Cash and cash equivalents | 8 | 106.2 | 61.3 | 69.0 |
| 596.0 | 487.3 | 508.0 | ||
| TOTAL ASSETS | 1,749.2 | 1,634.5 | 1,659.3 |
Unaudited Condensed Consolidated Statement of Financial Position
Unaudited Condensed Consolidated Statement of Financial Position (continued)
| Note | September 30, | Dec 31, 2013 | September 30, | ||||||
|---|---|---|---|---|---|---|---|---|---|
| in € million | 2014 | 2013 | |||||||
| EQUITY AND LIABILITIES | |||||||||
| Equity attributable to owners of the company | |||||||||
| Share capital | 729.4 | 449.4 | 449.4 | ||||||
| Cumulative translation | (17.9) | (21.3) | (16.6) | ||||||
| differences | |||||||||
| Consolidated reserves | (16.3) | (66.0) | (66.1) | ||||||
| TOTAL EQUITY | 695.2 | 362.1 | 366.7 | ||||||
| Non-current liabilities | |||||||||
| Employee benefit liabilities | 15.7 | 15.8 | 16.0 | ||||||
| Provisions | 0.1 | 0.1 | 0.1 | ||||||
| Interest-bearing debts | 8 | 622.8 | 896.7 | 894.4 | |||||
| Other non-current | 5.0 | 10.0 | 10.0 | ||||||
| financial liabilities | |||||||||
| Deferred income tax | 15.1 | 14.8 | 13.4 | ||||||
| liabilities | |||||||||
| Other payables | - | - | 0.1 | ||||||
| 658.7 | 937.4 | 934.0 | |||||||
| Current liabilities | |||||||||
| Interest-bearing debts | 8 | 23.2 | 13.9 | 47.1 | |||||
| Derivative financial | 5.6 | 1.9 | 0.6 | ||||||
| liabilities | |||||||||
| Other current financial | 5.0 | 8.0 | 8.0 | ||||||
| liabilities | |||||||||
| Trade payables | 279.5 | 243.2 | 228.3 | ||||||
| Accrued expenses and | 21.7 | 15.7 | 19.5 | ||||||
| other payables | |||||||||
| Social liabilities | 30.0 | 25.9 | 26.2 | ||||||
| Current income tax | 24.8 | 19.0 | 20.6 | ||||||
| liabilities | |||||||||
| Provisions | 5.5 | 7.4 | 8.3 | ||||||
| 395.3 | 335.0 | 358.6 | |||||||
| TOTAL LIABILITIES | 1,054.0 | 1,272.4 | 1,292.6 | ||||||
| TOTAL EQUITY AND LIABILITIES | 1,749.2 | 1,634.5 | 1,659.3 |
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| in € million | Note | 2014 | 2013 | 2014 | 2013 |
| CASH FLOWS FROM | |||||
| OPERATING ACTIVITIES | |||||
| Net profit for the year | 15.7 | 13.5 | 49.3 | 25.3 | |
| Adjustments for: | |||||
| Income tax expense | 3.4 | 2.6 | 12.9 | 9.4 | |
| Depreciation and | 9.0 | 8.2 | 25.1 | 24.6 | |
| amortisation | |||||
| (Profit)/loss on disposal of | |||||
| property. plant and | (3.8) | 1.3 | (3.1) | 2.1 | |
| equipment | |||||
| Provisions (including | |||||
| employee benefit | (0.3) | (2.9) | (1.6) | (36.7) | |
| liabilities) | |||||
| Unrealised F/x difference | (0.6) | (0.8) | 1.6 | 0.5 | |
| on operating activities | |||||
| Finance costs - net (including unrealised F/x |
22.2 | 19.2 | 61.3 | 60.5 | |
| difference on financing) | |||||
| Changes in working capital: | |||||
| Inventories | (5.6) | 6.9 | (23.0) | 10.6 | |
| Trade and other | |||||
| receivables and prepaid | 6.8 | 8.5 | (34.3) | 2.1 | |
| expenses(*) | |||||
| Trade and other payables | |||||
| and accrued expenses | 11.9 | (17.3) | 37.8 | (11.1) | |
| Social liabilities | 2.5 | 0.8 | 4.0 | 1.7 | |
| Net cash from operating | 61.2 | 39.9 | 130.0 | 89.0 | |
| activities | |||||
| Income tax paid | (5.8) | (1.2) | (9.9) | (9.2) | |
| NET CASH GENERATED | |||||
| FROM OPERATING | 55.4 | 38.7 | 120.1 | 79.8 | |
| ACTIVITIES | |||||
| CASH FLOWS FROM | |||||
| INVESTING ACTIVITIES | |||||
| Capital Expenditure | (10.4) | (6.8) | (29.1) | (33.5) | |
| Gain on disposal | 3.2 | - | 3.2 | - | |
| Acquisition price paid | - | - | (8.0) | (73.2) | |
| NET CASH USED IN INVESTING ACTIVITIES |
(7.2) | (6.8) | (33.9) | (106.7) | |
| CASH FLOWS FROM | |||||
| FINANCING ACTIVITIES | |||||
| Proceeds from acquisition | |||||
| (net cash) (**) | - | - | - | 2.1 | |
| Proceeds from borrowings | - | - | - | 77.4 | |
| Other proceeds from | - | - | - | 20.0 | |
| financing (*) | |||||
| Repayment of borrowings | (280.2) | (10.7) | (281.2) | (1.9) |
Unaudited Condensed Consolidated Interim Statement of Cash Flow
37
| Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|
| in € million | Note | 2014 | 2013 | 2014 | 2013 |
| Net interest paid | (3.7) | (4.1) | (36.7) | (34.2) | |
| Cost of refinancing & Other costs of financing Realised foreign exchange |
(1.7) | (1.2) | (4.3) | (8.8) | |
| (losses)/gains on financing activities |
(0.1) | 0.2 | 0.9 | (3.2) | |
| Derivative financial asset | - | 1.8 | - | 5.6 | |
| Capital increase | 280.0 | - | 280.0 | - | |
| NET CASH GENERATED FROM FINANCING ACTIVITIES |
(5.7) | (14.0) | (41.3) | 57.0 | |
| MOVEMENT IN PERIOD | 42.5 | 17.9 | 44.9 | 30.1 | |
| CASH, CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
63.7 | 51.1 | 61.3 | 38.9 | |
| CASH, CASH EQUIVALENTS AT THE END OF THE PERIOD |
106.2 | 69.0 | 106.2 | 69.0 |
Annex B – Ontex I.V. SA Unaudited Condensed Consolidated Interim Financial Statements
(*) Cash inflows and outflows from non-recourse factoring arrangements are presented in the cash flow statement within operating activities as from 9M 2014 onwards, whereas previously it was presented within financing activities. The Q3 and 9M 2013 figures have been restated accordingly.
(**) The acquisition price paid is presented in the cash flow statement within investing activities as from 9M 2014 onwards, whereas it was previously presented within financing activities. The Q3 and 9M 2013 figures have been restated accordingly.
Unaudited Condensed Consolidated Interim Statement of Cash Flow (continued)
| Third Quarter | Nine Months | |||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| in € million | ||||
| Additional information: Reconciliation of Non-IFRS Financial Measures | ||||
| Reconciliation of Adjusted free cash-flow | ||||
| Operating profit | 41.3 | 35.3 | 123.5 | 95.2 |
| Depreciation and Amortization | 9.0 | 8.2 | 25.1 | 24.6 |
| EBITDA | 50.3 | 43.5 | 148.6 | 119.8 |
| Non-recurring expenses | (0.6) | 2.0 | 0.1 | 8.7 |
| Adjusted EBITDA | 49.7 | 45.5 | 148.7 | 128.5 |
| Change in Working Capital | ||||
| Inventories | (5.6) | 6.9 | (23.0) | 10.6 |
| Trade and other receivables | 6.8 | 8.5 | (34.3) | 2.1 |
| Trade and other payables | 11.9 | (17.3) | 37.8 | (11.1) |
| Capex | (10.4) | (6.8) | (29.1) | (33.5) |
| Adjusted Free Cash Flow (pre-tax) | 52.4 | 36.8 | 100.1 | 96.6 |
| Cash taxes paid | (5.8) | (1.2) | (9.9) | (9.2) |
| Adjusted Free Cash Flow (post-tax) | 46.6 | 35.6 | 90.2 | 87.4 |
The Group has revised the presentation of adjusted free cash flow and includes the cash inflows and outflows from non-recourse factoring arrangements in the adjusted free cash flow in line with the changes in working capital in the Unaudited Consolidated Interim Statement of Cash Flow. The revised presentation is valid since the interim financial reporting for the half year period ended June 30, 2014. A bridge to the reported figures has been made:
| Reconciliation of Non-IFRS Measures – Adjusted FCF calculation |
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter |
First Quarter |
|---|---|---|---|---|---|
| in € million | 2013 | 2013 | 2013 | 2013 | 2014 |
| Adjusted Free Cash Flow (post-tax) | 14.2 | 37.6 | 35.6 | 52.6 | 5.5 |
| Cash inflows (-) and outflows (+) from non recourse factoring arrangements |
- | (21.0) | (14.4) | (0.8) | (1.5) |
| Adjusted Free Cash Flow (post-tax) - Previously reported |
14.2 | 16.6 | 21.2 | 51.8 | 4.0 |
| Unaudited Condensed Consolidated Statement of Changes in Equity | |
|---|---|
| ----------------------------------------------------------------- | -- |
| Attributable to equity holders of the Company | |||||
|---|---|---|---|---|---|
| in € million | Share capital |
Cumulative translation reserve |
Retained earnings and other reserves |
Total Equity |
|
| Balance at December 31, 2013 | 449.4 | (21.3) | (66.0) | 362.1 | |
| Transactions with owners: | |||||
| Capital increase | 280.0 | - | - | 280.0 | |
| Comprehensive income: | |||||
| Profit for the year | - | - | 49.3 | 49.3 | |
| Other comprehensive income: | |||||
| Exchange differences on translating foreign operations |
- | 3.5 | - | 3.5 | |
| Cash flow hedges | - | - | 0.7 | 0.7 | |
| Other movements | - | - | (0.4) | (0.4) | |
| Total other comprehensive income |
- | 3.5 | 0.3 | 3.8 | |
| Balance at September 30, 2014 | 729.4 | (17.8) | (16.4) | 695.2 |
| Attributable to equity holders of the Company | |||||
|---|---|---|---|---|---|
| in € million | Share capital |
Cumulative translation reserve |
Retained earnings and other reserves |
Total Equity |
|
| Balance at December 31, 2012 | 449.4 | (7.6) | (91.4) | 350.4 | |
| Comprehensive income: | |||||
| Profit for the year | - | - | 25.3 | 25.3 | |
| Other comprehensive income: | |||||
| Exchange differences on translating foreign operations |
- | (9.0) | - | (9.0) | |
| Cash flow hedges | - | - | (0.1) | (0.1) | |
| Other movements | - | - | 0.1 | 0.1 | |
| Total other comprehensive income |
- | (9.0) | - | (9.0) | |
| Balance at September 30, 2013 | 449.4 | (16.6) | (66.1) | 366.7 |
Notes to the Unaudited Consolidated Interim Financial Statements
NOTE 1 Corporate Information
The interim condensed consolidated financial statements of Ontex IV SA for the first six months ended 30 September 2014 were authorized for issue in accordance with a resolution of the Board on November 25, 2014.
NOTE 1.1 Business activities
We are a leading manufacturer of retailer branded and branded hygienic disposable products across Western Europe, Eastern Europe, Middle East and Africa. We have an estimated market share of retailer brands of 41% in Western Europe and above 50% in Eastern Europe based on volume in 2013. We primarily sell our products to retailers, helping them to establish or enhance their own brands. We sell both retailer brands and Ontex brands, with the mix varying by product category and geography. We also sell a small amount of finished products to other manufacturers, which is referred to as contract manufacturing. For the nine months ended September 30, 2014 and the year ended December 31, 2013, 63.0% and 62.3% of our revenue was generated from retailer branded products (including contract manufacturing which we undertake through our Mature Market Retail Division), with the remaining 37.0% and 37.7% being generated from Ontex brands, respectively.
We operate our business through four divisions, which are mainly organized by sales channel and the nature of our customer relationships:
- Mature Market Retail, which primarily sells retailer branded products to established retailers in Western Europe, where demographic trends and adoption rates for its core products, baby care and feminine care products, are relatively stable. The Mature Market Retail Division accounted for 56.4% of our revenue for the nine months ended September 30, 2014 and 56.7% of our revenue for the year ended December 31, 2013;
- Growth Markets, which sells a mix of retailer branded products and Ontex brands and is focused geographically on Eastern Europe, where the demographic profile of the population is similar to Western Europe, but the potential for growth of the hygienic disposable products market is supported by lower, but increasing, adoption rates compared to Western Europe. The Growth Markets Division accounted for 5.9% of our revenue for the nine months ended September 30, 2014 and 5.9% of our revenue for the year ended December 31, 2013;
- Middle East and Africa, which sells primarily Ontex branded products in Turkey, Algeria, Pakistan and Morocco, as well as other countries in the region. These countries benefit from favourable demographic trends, including expected population growth as well as increasing adoption rates for all products. The Middle East and Africa Division accounted for 11.4% of our revenue for the nine months ended September 30, 2014 and 12.0% of our revenue for the year ended December 31, 2013; and
- Healthcare, which primarily sells Ontex branded adult incontinence products directly or through distribution channels to institutional customers in the healthcare market. The Healthcare Division accounted for 26.3% of our revenue for the nine months ended September 30, 2014 and 25.4% of our revenue for the year ended December 31, 2013.
Our core product categories include:
- Babycare products, principally baby diapers and, to a lesser extent, baby pants and wet wipes. Babycare products comprised 52.4% of our revenue for the nine months ended September 30, 2014 and 52.5% for the year ended December 31, 2013.
- Adult incontinence products, such as adult pants, adult diapers, incontinence towels and bed protection. Adult incontinence products comprised 33.4% of our revenue for the nine months ended September 30, 2014 and 32.9% of our revenue for the year ended December 31, 2013.
- Feminine care products, such as sanitary pads, panty liners and tampons. Feminine care products comprised 12.7% of our revenue for the nine months ended September 30, 2014 and 13.2% of our revenue for the year ended December 31, 2013.
Other products, which comprise a range of traded products purchased by us and sold commercially including cosmetics, medical gloves and other traded products, accounted for 1.5% of our revenue for the nine months ended September 30, 2014 and 1.4% of our revenue for the year ended December 31, 2013.
We are headquartered in Erembodegem (Aalst), Belgium and have a well-balanced manufacturing and sales footprint. We have 15 production facilities located across Europe (including two in Belgium, one in the Czech Republic, two in France, two in Germany, one in Spain and one in Italy), China, Turkey, Algeria, Russia, Australia and Pakistan. We have 23 sales and marketing teams located across Europe, Asia, Africa, Turkey, the Middle East and Australia through which we make sales in more than 100 countries worldwide. The wide reach of our production facilities and sales offices allows us to operate across a wide range of markets in a cost effective manner. We employed an average of 4,981 full time equivalent employees during the year ended December 31, 2013.
We refer to the Management Discussion & Analysis preceeding these unaudited Condensed Consolidated Interim Financial Statements for more details on the evolution of our business and significant events.
NOTE 1.2 History of the Group
Ontex was founded in 1979 by Paul Van Malderen and initially produced mattress protectors for the Belgian institutional market. During the 1980s and the first half of the 1990s, the Company expanded its product range into its current core product categories and grew the business internationally both organically and through acquisitions.
After opening a production facility in the Czech Republic and acquiring businesses in Belgium, Germany and Spain, Ontex was listed on Euronext Brussels in 1998. Following the listing, we experienced rapid growth over several years, primarily through bolt-on acquisitions in France, Germany and Turkey.
Ontex was acquired by funds advised by Candover in 2003 and subsequently de-listed from Euronext Brussels. We acquired a diaper production unit of Paul Hartmann in Germany in 2004 and opened a production facility in China in 2006. In 2008, we opened a production facility in Algeria. In 2010, we acquired iD Medica, which sells incontinence products in Germany.
In November 2010, Ontex was acquired by funds managed by GSCP and TPG. In 2011, we opened two additional production facilities, one in Australia and one in Russia, and acquired Lille Healthcare, a company operating in the adult incontinence market in France, in October 2011. In 2013, we acquired Serenity, a company operating in the adult incontinence market in Italy, and opened a production facility in Pakistan.
NOTE 1.3 Legal status
Ontex IV SA is a public limited company incorporated and domiciled in Luxembourg. The corporate seat and principal executive office is at 2 rue du Fossé, L-1536 Luxembourg.
NOTE 2 Summary of significant accounting policies
NOTE 2.1 General information
The accounting policies used to prepare the condensed consolidated interim financial statements for the period from January 1, 2014 to September 30, 2014 are consistent with those applied in the audited consolidated financial statement for the year ended December 31, 2013 Ontex IV SA.
The accounting policies have been consistently applied to all the periods presented.
A summary of the most important accounting policies, critical accounting estimates and accounting judgments can be found in the audited consolidated financial statements for the year ended December 31, 2013 of Ontex IV SA, that can be found on the website: http://www.ontexglobal.com/.
New standards and interpretations that have been published but not yet endorsed are expected not to have a siginificant impact on the Group.
NOTE 2.2 Basis of preparation
The condensed consolidated interim financial statements of the Group for the quarter ended September 30, 2014 have been drawn up in compliance with IFRS ("International Financial Reporting Standards") as adopted by the European Union. These include all IFRS standards and IFRIC interpretations issued and effective for the financial year beginning 1 January 2014. The new standards, amendments to standards and interpretations that are mandatory for the first time for the financial year beginning 1 January 2014, did not have a significant impact. No new standards, amendments to standards or interpretations were early adopted.
These condensed consolidated unaudited interim financial statements present information on Ontex IV SA.
These condensed consolidated unaudited interim financial statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting', as adopted by the European Union. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2013 of the Ontex IV SA and with the interim financial reportings of the Ontex IV SA for the three month period ended March 31, 2014 and for the six month period ended June 30, 2014, that can be found on the website: http://www.ontexglobal.com/.
The condensed consolidated interim financial statements were authorized for issue by the Board of Directors as of November 25, 2014. The amounts in these documents are presented in millions of Euros unless noted otherwise.
NOTE 2.3 Measurement in the consolidated interim financial statements
Revenues and costs that are incurred unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year.
NOTE 2.4 Critical accounting estimates and judgements
The preparation of interim financial statements requires management to make 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.
In preparing these condensed interim financial statements, 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 consolidated financial statements for the year ended 31 December 2013, with the exception of changes in estimates that are required in determining the provision for income taxes.
NOTE 3 Segment reporting
According to IFRS 8, reportable operating segments are identified based on the "management approach". This approach stipulates external segment reporting based on the Group's internal organizational and management structure and on internal financial reporting to the chief operating decision maker. The Group's activities are in one segment, "Hygienic Disposable Products". There are no other significant classes of business, either singularly or in aggregate. The chief operating decision makers, the Board of Directors, review the operating results and operating plans, and make resource allocation decisions on a company-wide basis. Therefore the Group operates as one segment. Enterprise-wide disclosures about product sales, geographic areas and revenues from major customers are presented below:
NOTE 3.1 Information by division
| By division, | Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2013 | ||||
| in € million | Successor | Predecessor | Successor | Predecessor | ||
| Mature Market Retail | 227.9 | 214.6 | 681.1 | 633.4 | ||
| Growth Markets | 24.4 | 22.1 | 71.4 | 63.5 | ||
| Healthcare | 106.1 | 103.4 | 318.4 | 273.0 | ||
| Middle East and Africa | 40.0 | 39.3 | 137.4 | 137.8 | ||
| Ontex Group Revenues | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
| NOTE 3.2 | Information by product group |
|---|---|
| By product group, | Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |||
| in € million | Successor | Predecessor | Successor | Predecessor | ||
| Babycare | 204.0 | 192.9 | 632.8 | 588.6 | ||
| Femcare | 53.1 | 52.1 | 153.2 | 148.3 | ||
| Adult Incontinence | 134.7 | 129.2 | 403.7 | 356.0 | ||
| Other (Traded goods) | 6.6 | 5.2 | 18.6 | 14.8 | ||
| Ontex Group Revenues | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
NOTE 3.3 Information by geographic area
The organizational structure of the Group and its system of internal information indicates that the main source of geographical risks results from the location of its customers (destination of its sales) and not the physical location of its assets (origin of its sales). The
location of the Group's customers is accordingly the geographical segmentation criterion and is defined as below:
| By geographic area, | Third Quarter | Nine Months | ||||
|---|---|---|---|---|---|---|
| 2014 2013 |
2014 | 2013 | ||||
| in € million | Successor | Predecessor | Successor | Predecessor | ||
| Western Europe | 275.7 | 266.7 | 834.9 | 751.2 | ||
| Eastern Europe | 56.7 | 49.1 | 159.4 | 146.2 | ||
| Rest of the World | 66.0 | 63.6 | 214.0 | 210.3 | ||
| Ontex Group Revenues | 398.4 | 379.4 | 1,208.3 | 1,107.7 |
NOTE 3.4 Revenues from major customers
The Group does not have a single significant customer. In Q3 2014, the single largest customer represented 6.9% of the Group's revenues. The 10 largest customers represented 38.7% of total sales for Q3 2014 revenues.
NOTE 4 Goodwill and other intangible assets
| in € million | Goodwill | IT implementation costs |
Other intangibles |
Total |
|---|---|---|---|---|
| Nine months ended September 30, 2014 | ||||
| Opening net book amount | 860.1 | 4.4 | 0.3 | 864.8 |
| Additions | - | 1.0 | - | 1.0 |
| Amortization charge | - | (1.6) | - | (1.6) |
| Closing net book amount | 860.1 | 3.8 | 0.3 | 864.2 |
| At September 30, 2014 | ||||
| Cost or valuation | 860.1 | 14.1 | 0.8 | 875.0 |
| Accumulated amortization, impairment and other adjustments |
- | (10.3) | (0.5) | (10.8) |
| Net book amount | 860.1 | 3.8 | 0.3 | 864.2 |
| in € million | Goodwill | IT implementation costs |
Other intangibles |
Total |
|---|---|---|---|---|
| Nine months ended September 30, 2013 | ||||
| Opening net book amount | 841.5 | 3.9 | 0.4 | 845.8 |
| Additions | 18.1 | 1.2 | - | 19.3 |
| Transfers | - | 0.8 | - | 0.8 |
| Disposals | - | (0.2) | - | (0.2) |
| Amortization charge | - | (1.8) | - | (1.8) |
| Closing net book amount | 859.6 | 3.9 | 0.4 | 863.9 |
| At September 30, 2013 | ||||
| Cost or valuation | 859.6 | 16.9 | 0.9 | 877.4 |
| Accumulated amortization, | - | (13.0) | (0.5) | (13.5) |
| impairment and other adjustments | ||||
| Net book amount | 859.6 | 3.9 | 0.4 | 863.9 |
| NOTE 5 | Property plant and equipment | |
|---|---|---|
| -------- | ------------------------------ | -- |
| in € million | Land, land improvements and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under constructi on and advance payments |
Total |
|---|---|---|---|---|---|---|
| Nine months ended September 30, 2014 | ||||||
| Opening net book amount |
98.6 | 154.6 | 0.6 | 10.1 | 18.2 | 282.1 |
| Additions | 0.1 | 11.7 | 0.5 | 0.9 | 15.6 | 28.8 |
| Transfers | - | 14.2 | - | - | (14.2) | - |
| Disposals | (1.4) | - | - | 0.2 | - | (1.2) |
| Depreciation charge | (2.8) | (19.7) | (0.1) | (0.9) | - | (23.5) |
| Exchange differences | (0.1) | 1.2 | - | 0.2 | - | 1.3 |
| Closing net book amount |
94.4 | 162.0 | 1.0 | 10.5 | 19.6 | 287.5 |
| At September 30, 2014 | ||||||
| Cost | 110.5 | 264.4 | 1.7 | 17.3 | 19.6 | 413.5 |
| Accumulated depreciation |
(16.1) | (102.4) | (0.7) | (6.8) | - | (126.0) |
| Net book amount | 94.4 | 162.0 | 1.0 | 10.5 | 19.6 | 287.5 |
| in € million | Land, land improvements and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under constructi on and advance payments |
Total |
|---|---|---|---|---|---|---|
| Nine months ended September 30, 2013 | ||||||
| Opening net book amount |
89.4 | 134.2 | 0.6 | 11.4 | 31.8 | 267.4 |
| Additions | 0.5 | 11.7 | - | 0.4 | 11.7 | 24.3 |
| Transfers | 0.5 | 19.6 | - | - | (20.9) | (0.8) |
| Disposals | - | (0.5) | - | - | (1.4) | (1.9) |
| Depreciation charge | (2.9) | (18.8) | (0.1) | (1.0) | - | (22.8) |
| Exchange differences | (0.4) | (3.5) | - | (0.6) | (0.5) | (5.0) |
| Other Movements | - | (0.3) | - | - | - | (0.3) |
| Fixed assets through Business Combinations |
11.4 | 14.6 | - | - | 0.2 | 26.2 |
| Closing net book | 98.4 | 157.1 | 0.5 | 10.2 | 20.9 | 287.1 |
| amount | ||||||
| At September 30, 2013 | ||||||
| Cost | 115.0 | 247.3 | 1.1 | 16.5 | 20.9 | 400.7 |
| Accumulated depreciation |
(16.6) | (90.2) | (0.6) | (6.3) | - | (113.6) |
| Net book amount | 98.4 | 157.1 | 0.5 | 10.2 | 20.9 | 287.1 |
The additions to property, plant and equipment represent mainly investments in capacity extension, R&D investments, investments to run the business and IT investments.
As at September 30, 2014, the Group has commitments to purchase property, plant and equipment for the amount of €15.4 million.
NOTE 6 Legal claims
The Group recognises a provision for certain legal claims brought against the Group by customers, suppliers or former employees. There have been no significant developments in respect of claims compared to prior year end.
NOTE 7 Reconciliation of Non-IFRS Financial Measures
For a reconciliation of EBITDA and Adjusted EBITDA to operating profit, we refer to the section "Unaudited Condensed Consolidated Interim Income Statement".
For a reconciliation of Adjusted free cash flow to operating profit, we refer to the section "Unaudited Condensed Consolidated Interim Statement of Cash Flow".
NOTE 8 Net Debt
The Group monitors capital on the basis of the net debt position. The Group's net debt position is calculated by adding all short and long-term interest bearing debts and by deducting the available short-term liquidity.
The net debt positions of the Group for the periods ended September 30, 2014, September 30, 2013 and December 31, 2013 are as follows:
| Net debt | September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
|---|---|---|---|
| in € million | |||
| Long-term interest bearing debt | 622.8 | 896.7 | 894.4 |
| Short-term interest bearing debt | 23.2 | 13.9 | 47.1 |
| Available short-term liquidity | (106.2) | (61.3) | (69.0) |
| Total net debt position | 539.8 | 849.3 | 872.5 |
During the third quarter of 2014, Ontex IV S.A., a fully owned subsidiary and the issuer of €280,000,000 Senior Secured Floating Rate Notes due 2018 (the "Notes"),has redeemed all the Notes, plus accrued and unpaid interest and additional amounts.
NOTE 9 Non-recurring revenues and expenses
| Third Quarter | Nine Months | |||
|---|---|---|---|---|
| in € million | 2014 | 2013 | 2014 | 2013 |
| Factory Closure | (0.8) | - | 0.1 | - |
| Business restructuring | 0.1 | 0.5 | 0.5 | 1.1 |
| Acquisition related expenses | 0.1 | 1.4 | 0.6 | 7.0 |
| Asset impairment | 0.8 | 0.4 | 0.9 | 1.2 |
| Other | - | 0.1 | (1.1) | 0.5 |
| Total non-recurring revenue and expenses |
0.2 | 2.4 | 1.0 | 9.8 |
Items classified under the heading non-recurring revenues and expenses are those items that are considered by management to be non-recurring or unusual because of their nature. The Group has adopted this classification to allow a better understanding of its recurring financial performance.
Factory closure: The Group closed the production facilities in Villefranche, France in 2011 and in Recklinghausen, Germany in 2012. The non-recurring items in Q3 2014 relates mainly to the net gain on the sale of the production site Villefranche, France.
Business restructuring: The Group undertook a number of projects to optimize the management of its business. The costs for 9M 2014 mainly comprise of professional fees and costs related to breach of contract.
Acquisition related expenses: In 9M 2013 and 9M 2014, the Group incurred expenses in relation to the acquisition and subsequent integration of Serenity Spa.
Asset Impairment: The asset impairment charge is a non-cash item and relates in H1 2013 to the write off of the amortization of idle production equipment, and in Q3 2014, it includes an impairment as a result of the sale of the production site in Villefranche, France.
Other: The Group also included the revenue on the disposal of land in Russia in Q2 2014 as non-recurring result for an amount of €1.8 million.
NOTE 10 Financial instruments
For all financial assets and liabilities the carrying amount is a reasonable approximation of their fair value except for the derivatives that are accounted for at fair value and the Notes that are publicly traded.
The fair value measurement of the derivatives can be categorised as level 2, the publicly trade notes as level 1.
The fair value of the interest cap is calculated as the present value of estimated future cash flows. The fair value of the forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet dates. All inputs that have a significant effect on the fair value are observable, directly or indirectly.
NOTE 11 Contingencies
The Group is involved in a number of environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our business.
We currently believe that the disposition of all claims and disputes, individually or in the aggregate, should not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.
NOTE 12 Related Party transactions
The related party transactions with shareholders and parties related to the shareholders have not substantially changed in nature and impact compared to the year ended December 31, 2013 and hence no updated information is included in this interim reporting.
The remuneration of the members of the Board of Directors and key management is determined on an annual basis, for which reason no further details are included in this interim report.
NOTE 13 Events after the reporting period
During November 2014, Ontex Group NV began the process of refinancing its remaining debt through its issuance of €250,000,000 in aggregate principal amount of 4.75% Senior Secured Notes due 2021 (the "New Notes") and entering into a Senior Facilities Agreement, dated November 10, 2014, which provides for a senior term loan facility in aggregate amount of €380 million (the "Senior Term Loan") and a senior revolving credit facility in aggregate
amount not exceeding €100 million. The New Notes offering closed on November 7, 2014 and the proceeds were placed into an escrow account pending the redemption of the Existing Notes (as defined below). Additional details are disclosed in Annex A Ontex Group Note 13.
Borrowings under the Senior Term Loan and the proceeds from the sale of the New Notes will be used to redeem in full Ontex IV's existing 7.50% senior secured notes due 2018 in an aggregate principal amount of €395,000,000 and 9.00% senior unsecured notes due 2019 in an aggregate principal amount of €235,000,000 (the "Existing Notes"), pay prepayment premiums and to pay fees and expenses (the "Refinancing"). The relevant redemption notices were sent on November 4, 2014, and the Refinancing is expected to be completed in December 2014.
Borrowings under the senior term loan facility and the proceeds from the sale of the Notes will be accounted for at amortized cost. Redemption cost of existing borrowings will be accounted for in non-recurring expenses in P&L.
Following redemption of the Existing Notes, Ontex Group will no longer publish reports on Ontex IV, which is foreseen to take effect from Q4 2014.
Annex C - Bridge Ontex Group NV – Ontex IV
The tables in the following sections compare the Ontex Group NV figures with the Ontex IV SA figures.
NOTE 1 Income Statement
NOTE 1.1 Quarter ended September 30, 2014
| Ontex Group NV | Bridge | Ontex IV SA | ||||
|---|---|---|---|---|---|---|
| Third Quarter | Third Quarter | Third Quarter | ||||
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| in € million | Successor | Predecessor | ||||
| Revenue | 398.4 | 379.4 | - | - | 398.4 | 379.4 |
| Cost of sales | (287.1) | (277.6) | - | - | (287.1) | (277.6) |
| Gross margin | 111.3 | 101.8 | - | - | 111.3 | 101.8 |
| Distribution | (37.0) | (35.5) | - | (0.1) | (37.0) | (35.6) |
| expenses | ||||||
| Sales and marketing | (20.5) | (19.0) | - | - | (20.5) | (19.0) |
| expenses | ||||||
| General | (10.9) | (10.7) | 0.7 | 0.5 | (10.2) | (10.2) |
| administrative | ||||||
| expenses | ||||||
| Other operating | (2.1) | 0.7 | - | - | (2.1) | 0.7 |
| income/(expense), net |
||||||
| Non-recurring | (0.3) | (2.4) | 0.1 | - | (0.2) | (2.4) |
| expenses | ||||||
| Operating profit | 40.5 | 34.9 | 0.8 | 0.4 | 35.3 | |
| Finance income | 2.8 | 4.0 | - | (0.1) | 2.8 | 3.9 |
| Finance costs | (25.0) | (23.1) | - | - | (25.0) | (23.1) |
| Net finance cost | (22.2) | (19.1) | - | (0.1) | (22.2) | (19.2) |
| Profit before | 18.3 | 15.8 | 0.8 | 0.3 | 19.1 | 16.1 |
| income tax | ||||||
| Income tax expense | (3.3) | (2.6) | (0.1) | - | (3.4) | (2.6) |
| Profit for the | 15.0 | 13.2 | 0.7 | 0.3 | 15.7 | 13.5 |
| period | ||||||
| (Loss) / Profit | ||||||
| attributable to: | ||||||
| Owners of the | 15.0 | 12.3 | 0.7 | 1.2 | 15.7 | 13.5 |
| parent | ||||||
| Non-controlling | - | 0.9 | (0.9) | - | - | |
| interests | ||||||
| Profit for the period |
15.0 | 13.2 | 0.7 | 0.3 | 15.7 | 13.5 |
| Ontex Group NV Nine Months |
Bridge Nine Months |
Ontex IV SA Nine Months |
||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| in € million | Successor | Predecessor | ||||
| Revenue | 1,208.3 | 1,107.7 | - | - | 1,208.3 | 1,107.7 |
| Cost of sales | (874.7) | (815.7) | - | - | (874.7) | (815.7) |
| Gross margin | 333.6 | 292.0 | - | - | 333.6 | 292.0 |
| Distribution expenses | (112.8) | (98.6) | - | - | (112.8) | (98.6) |
| Sales and marketing expenses |
(61.6) | (58.2) | - | - | (61.6) | (58.2) |
| General administrative expenses |
(32.9) | (29.9) | 1.1 | 0.9 | (31.8) | (29.0) |
| Other operating income/(expense), net |
(2.9) | (1.2) | - | (2.9) | (1.2) | |
| Non-recurring expenses |
(22.3) (9.8) |
21.3 | - | (1.0) | (9.8) | |
| Operating profit | 101.1 | 94.3 | 22.4 | 0.9 | 123.5 | 95.2 |
| 8.9 | 11.6 | (0.1) | 8.9 | 11.5 | ||
| Finance income Finance costs |
(70.2) | (72.0) - |
- | - | (70.2) | (72.0) |
| Net finance cost | (61.3) | (60.4) | - | (0.1) | (61.3) | (60.5) |
| Profit before income tax |
39.8 | 33.9 | 22.4 | 0.8 | 62.2 | 34.7 |
| Income tax expense | (12.9) | (9.4) | - | - | (12.9) | (9.4) |
| Profit for the period | 26.9 | 24.5 | 22.4 | 0.8 | 49.3 | 25.3 |
| Profit attributable to: | ||||||
| Owners of the parent Non-controlling interests |
26.9 - |
22.9 1.6 |
22.4 - |
2.4 (1.6) |
49.3 - |
25.3 - |
| Profit for the period | 26.9 | 24.5 | 22.4 | 0.8 | 49.3 | 25.3 |
NOTE 1.2 Nine months ended September 30, 2014
NOTE 2 Statement of Financial Position
| Ontex Group NV | Bridge | Ontex IV SA | |||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
|
| in € million | Successor | Predecessor | Predecessor | ||||||
| ASSETS | |||||||||
| Non-current Assets | |||||||||
| Goodwill and other intangible assets | 864.2 | 864.8 | 863.9 | - | - | - | 864.2 | 864.8 | 863.9 |
| Property, plant and equipment | 287.5 | 282.0 | 287.1 | - | - | - | 287.5 | 282.0 | 287.1 |
| Deferred tax assets | 1.5 | 0.3 | 0.1 | - | - | - | 1.5 | 0.3 | 0.1 |
| Non-current receivables | - | 0.1 | 0.2 | - | - | - | - | 0.1 | 0.2 |
| 1,153.2 | 1,147.2 | 1,151.3 | - | - | - | 1,153.2 | 1,147.2 | 1,151.3 | |
| Current Assets | |||||||||
| Inventories | 204.3 | 182.2 | 177.6 | - | - | - | 204.3 | 182.2 | 177.6 |
| Trade receivables | 212.4 | 199.0 | 215.7 | 1.0 | - | - | 213.4 | 199.0 | 215.7 |
| Prepaid expenses and other receivables | 55.4 | 37.4 | 38.2 | 5.2 | 2.6 | 1.4 | 60.6 | 40.0 | 39.7 |
| Current income tax | 5.8 | 3.8 | 5.5 | (0.2) | (0.1) | - | 5.5 | 3.7 | 5.5 |
| Derivative financial assets | 6.0 | 1.1 | 0.5 | - | - | - | 6.0 | 1.1 | 0.5 |
| Cash and cash equivalents | 111.0 | 61.4 | 69.1 | (4.7) | (0.1) | (0.1) | 106.2 | 61.3 | 69.0 |
| 594.9 | 484.9 | 506.6 | 1.1 | 2.4 | 1.4 | 596.0 | 487.3 | 508.0 | |
| TOTAL ASSETS | 1,748.1 | 1,632.1 | 1,657.9 | 1.1 | 2.4 | 1.4 | 1,749.2 | 1,634.5 | 1,659.3 |
| Ontex Group NV | Bridge | Ontex IV SA | |||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
|
| Successor | Predecessor | Predecessor | |||||||
| in € million | |||||||||
| EQUITY AND LIABILITIES | |||||||||
| Equity attributable to owners of the company | |||||||||
| Share capital | 799.7 | 420.0 | 420.0 | (70.4) | 29.4 | 29.4 | 729.4 | 449.4 | 449.4 |
| Cumulative translation differences | (17.9) | (19.9) | (15.5) | - | (1.4) | (1.0) | (17.9) | (21.3) | (16.6) |
| Consolidated reserves |
(89.5) | (64.4) | (64.0) | 73.2 | (1.6) | (2.1) | (16.3) | (66.0) | (66.1) |
| Controlling interests | 692.3 | 335.7 | 340.5 | 2.9 | 26.4 | 26.2 | 695.2 | 362.1 | 366.7 |
| Non-controlling interests | - | 23.5 | 23.8 | - | (23.5) | (23.8) | - | - | - |
| TOTAL EQUITY | 692.3 | 359.2 | 364.3 | 2.9 | 2.9 | 2.4 | 695.2 | 362.1 | 366.7 |
| Non-current liabilities | |||||||||
| Employee benefit liabilities | 15.7 | 15.8 | 16.0 | - | - | - | 15.7 | 15.8 | 16.0 |
| Provisions | 0.1 | 0.1 | 0.1 | - | - | - | 0.1 | 0.1 | 0.1 |
| Interest-bearing debts | 622.8 | 896.7 | 894.5 | - | - | (0.1) | 622.8 | 896.7 | 894.4 |
| Other non-current financial liabilities | 5.0 | 10.0 | 10.0 | - | - | - | 5.0 | 10.0 | 10.0 |
| Deferred income tax liabilities | 15.1 | 14.8 | 13.4 | - | - | - | 15.1 | 14.8 | 13.4 |
| Other payables | 0.1 | 2.3 | 1.9 | (0.1) | (2.3) | (1.8) | - | - | 0.1 |
| 658.8 | 939.7 | 935.9 | (0.1) | (2.3) | (1.9) | 658.7 | 937.4 | 934.0 |
| Ontex Group NV | Bridge | Ontex IV SA | |||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
September 30, 2014 |
Dec 31, 2013 |
September 30, 2013 |
|
| Successor | Predecessor | Predecessor | |||||||
| in € million | |||||||||
| Current liabilities | |||||||||
| Interest-bearing debts | 23.2 | 13.9 | 47.1 | - | - | - | 23.2 | 13.9 | 47.1 |
| Derivative financial liabilities | 5.6 | 1.9 | 0.6 | - | - | - | 5.6 | 1.9 | 0.6 |
| Other current financial liabilities | 5.0 | 8.0 | 8.0 | - | - | - | 5.0 | 8.0 | 8.0 |
| Trade payables | 280.9 | 240.9 | 227.3 | (1.4) | 2.3 | 1.0 | 279.5 | 243.2 | 228.3 |
| Accrued expenses and other payables | 21.9 | 16.0 | 19.6 | (0.2) | (0.3) | (0.1) | 21.7 | 15.7 | 19.5 |
| Social liabilities | 30.0 | 25.9 | 26.2 | - | - | - | 30.0 | 25.9 | 26.2 |
| Current income tax liabilities | 24.9 | 19.0 | 20.6 | - | - | - | 24.8 | 19.0 | 20.6 |
| Provisions | 5.5 | 7.5 | 8.3 | - | (0.1) | - | 5.5 | 7.4 | 8.3 |
| 397.0 | 333.2 | 357.7 | (1.7) | 1.8 | 0.9 | 395.3 | 335.0 | 358.6 | |
| TOTAL LIABILITIES | 1,055.8 | 1,272.9 | 1,293.6 | (1.8) | (0.5) | (1.0) | 1,054.0 | 1,272.4 | 1,292.6 |
| TOTAL EQUITY AND LIABILITIES | 1,748.1 | 1,632.1 | 1,657.9 | 1.1 | 2.4 | 1.4 | 1,749.2 | 1,634.5 | 1,659.3 |
NOTE 3 Cash flow statement
NOTE 3.1 Quarter ended September 30, 2014
| Ontex Group NV | Bridge | Ontex IV SA | ||||
|---|---|---|---|---|---|---|
| Third Quarter |
Third | Quarter | Third Quarter |
|||
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| in € million | Successor | Predecessor | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net cash from operating activities | 62.2 | 40.0 | (1.0) | (0.1) | 61.2 | 39.9 |
| Income tax paid | (5.9) | (1.2) | 0.1 | - | (5.8) | (1.2) |
| NET CASH GENERATED FROM OPERATING ACTIVITIES | 56.3 | 38.8 | (0.9) | (0.1) | 55.4 | 38.7 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Capital Expenditure | (10.4) | (6.8) | - | - | (10.4) | (6.8) |
| Gain on Disposal | 3.2 | - | - | - | 3.2 | - |
| NET CASH USED IN INVESTING ACTIVITIES | (7.2) | (6.8) | - | - | (7.2) | (6.8) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Proceeds from acquisition (net cash) | - | - | - | - | - | - |
| Proceeds from borrowings | - | - | - | - | - | - |
| Other proceeds from financing | - | - | - | - | - | |
| Repayment of borrowings | (280.2) | (10.6) | - | (0.1) | (280.2) | (10.7) |
| Net interest paid | (3.7) | (4.1) | - | - | (3.7) | (4.1) |
| Cost of refinancing & Other costs of financing | (1.7) | (1.3) | - | 0.1 | (1.7) | (1.2) |
| Realised foreign exchange (losses)/gains on financing activities | (0.1) | 0.2 | - | - | (0.1) | 0.2 |
| Derivative financial asset | - | 1.8 | - | - | - | 1.8 |
| IPO expenses paid in equity | (19.2) | - | 19.2 | - | - | - |
| Capital increase (net of IPO expenses) |
(11.8) | - | 291.8 | - | 280.0 | - |
| NET CASH GENERATED FROM FINANCING ACTIVITIES | (316.7) | (14.0) | 311.0 | - | (5.7) | (14.0) |
| MOVEMENT IN PERIOD | (267.6) | 18.0 | 310.1 | (0.1) | 42.5 | 17.9 |
| CASH, CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
378.4 | 51.1 | (314.7) | - | 63.7 | 51.1 |
| CASH, CASH EQUIVALENTS AT THE END OF THE PERIOD | 111.0 | 69.1 | (4.8) | (0.1) | 106.2 | 69.0 |
NOTE 3.2 Nine months ended September 30, 2014
| Ontex Group NV | Bridge | Ontex IV SA | |||||
|---|---|---|---|---|---|---|---|
| Nine Months | Nine Months | Nine Months | |||||
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||
| in € million | Successor | Predecessor | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net cash from operating activities | 134.0 | 88.8 | (4.0) | 0.2 | 130.0 | 89.0 | |
| Income tax paid | (10.0) | (9.2) | 0.1 | - | (9.9) | (9.2) | |
| NET CASH GENERATED FROM OPERATING ACTIVITIES | 124.0 | 79.6 | (3.9) | 0.2 | 120.1 | 79.8 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Capital Expenditure-net of capital grants | (29.1) | (33.5) | - | - | (29.1) | (33.5) | |
| Gain on Disposal | 3.2 | - | - | - | 3.2 | - | |
| Acquistion price paid | (8.0) | (73.2) | - | - | (8.0) | (73.2) | |
| NET CASH USED IN INVESTING ACTIVITIES | (33.9) | (106.7) | - | - | (33.9) | (106.7) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Proceeds from acquisition (net cash) | - | 2.1 | - | - | - | 2.1 | |
| Proceeds from borrowings | - | 77.4 | - | - | - | 77.4 | |
| Other proceeds from financing |
- | 20.0 | - | - | - | 20.0 | |
| Repayment of borrowings | (281.2) | (1.8) | - | (0.1) | (281.2) | (1.9) | |
| Net interest paid | (36.6) | (34.2) | (0.1) | - | (36.7) | (34.2) | |
| Cost of refinancing & Other costs of financing | (4.3) | (8.9) | - | 0.1 | (4.3) | (8.8) | |
| Realised foreign exchange (losses)/gains on financing activities | 0.9 | (3.2) | - | - | 0.9 | (3.2) | |
| Derivative financial asset | - | 5.6 | - | - | - | 5.6 | |
| IPO expenses paid in equity | (25.3) | - | 25.3 | - | - | - | |
| Capital increase (net of IPO expenses) |
306.0 | - | (26.0) | - | 280.0 | - | |
| NET CASH GENERATED FROM FINANCING ACTIVITIES | (40.5) | 57.0 | (0.8) | - | (41.3) | 57.0 | |
| MOVEMENT IN PERIOD | 49.6 | 29.9 | (4.7) | 0.2 | 44.9 | 30.1 | |
| CASH, CASH EQUIVALENTS AT THE BEGINNING OF THE | 61.4 | 39.2 | (0.1) | (0.3) | 61.3 | 38.9 | |
| PERIOD | |||||||
| CASH, CASH EQUIVALENTS AT THE END OF THE PERIOD | 111.0 | 69.1 | (4.8) | (0.1) | 106.2 | 69.0 |
NOTE 4 Key metrics
The following table describes the reconciling items for the key metrics between Ontex Group NV and Ontex IV SA:
| Q3 | Ontex Group NV | Bridge | Ontex IV SA | |||
|---|---|---|---|---|---|---|
| € million | Q3 2014 |
Q3 2013 |
Q3 2014 |
Q3 2013 |
Q3 2014 |
Q3 2013 |
| Sales | 398.4 | 379.4 | - | - | 398.4 | 379.4 |
| Gross Margin | 111.3 | 101.8 | - | - | 111.3 | 101.8 |
| Gross Margin% | 27.9% | 26.8% | 27.9% | 26.8% | ||
| Adjusted EBITDA | 49.0 | 45.1 | 0.7 | 0.4 | 49.7 | 45.5 |
| Adjusted EBITDA Margin | 12.3% | 11.9% | 12.5% | 12.0% | ||
| Working Capital Movement | 15.3 | (1.4) | (2.2) | (0.5) | 13.1 | (1.9) |
| Taxes Paid/Received | (5.9) | (1.2) | 0.1 | - | (5.8) | (1.2) |
| Capex | (10.4) | (6.8) | - | - | (10.4) | (6.8) |
| Free Cash Flow | 48.0 | 35.7 | (1.4) | (0.1) | 46.6 | 35.6 |
| Cash | 111.0 | 69.1 | (4.8) | (0.1) | 106.2 | 69.0 |
| Available Liquidity (incl revolving credit facility not drawn) |
186.0 | 144.1 | (4.8) | (0.1) | 181.2 | 144.0 |
| Net Debt | 535.0 | 872.5 | 4.8 | - | 539.8 | 872.5 |
| 9M | Ontex Group NV | Bridge | Ontex IV SA | |||
|---|---|---|---|---|---|---|
| € million | 9M 2014 |
9M 2013 |
9M 2014 |
9M 2013 |
9M 2014 |
9M 2013 |
| Sales | 1,208.3 | 1,107.7 | - | - | 1,208.3 | 1,107.7 |
| Gross Margin | 333.6 | 292.0 | - | - | 333.6 | 292.0 |
| Gross Margin% | 27.6% | 26.4% | 27.6% | 26.4% | ||
| Adjusted EBITDA | 147.6 | 127.6 | 1.1 | 0.9 | 148.7 | 128.5 |
| Adjusted EBITDA Margin | 12.2% | 11.5% | 12.3% | 11.6% | ||
| Working Capital Movement | (14.3) | 2.3 | (5.2) | (0.7) | (19.5) | 1.6 |
| Taxes Paid/Received | (10.0) | (9.2) | 0.1 | - | (9.9) | (9.2) |
| Capex | (29.1) | (33.5) | - | - | (29.1) | (33.5) |
| Free Cash Flow | 94.2 | 87.1 | (4.0) | 0.3 | 90.2 | 87.4 |
| Cash | 111.0 | 69.1 | (4.8) | (0.1) | 106.2 | 69.0 |
| Available Liquidity (incl revolving | ||||||
| credit facility not drawn) | 186.0 | 144.1 | (4.8) | (0.1) | 181.2 | 144.0 |
| Net Debt | 535.0 | 872.5 | 4.8 | - | 539.8 | 872.5 |
DISCLAIMER
This report may include forward-looking statements. Forward-looking statements are statements regarding or based upon our management's current intentions, beliefs or expectations relating to, among other things, Ontex's future results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
Forward-looking statements contained in this report regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this report.
The information contained in this report is subject to change without notice. No re-report or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein and no reliance should be placed on it.
In most of the tables of this report, amounts are shown in € million for reasons of transparency. This may give rise to rounding differences in the tables presented in the report.
This report has been prepared in English and translated into Dutch. In the case of discrepancies between the two versions, the English version will prevail.