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Robertet Interim / Quarterly Report 2020

Oct 28, 2020

1630_ir_2020-10-28_6cc96b55-bdac-41cc-89ff-e62ef2c0a98c.pdf

Interim / Quarterly Report

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CONDENSED CONSOLIDATED INTERIM STATEMENTS

AS OF JUNE 2020

SUMMARY

STATEMENT OF INCOME FOR THE PERIOD 4
STATEMENT OF COMPREHENSIVE INCOME 5
BALANCE SHEET 6
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY 7
STATEMENT OF CASH FLOW 8
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9
BUSINESS REPORT FOR THE 1ST HALF OF 2020 28
CERTIFICATION OF THE HALF-YEARLY FINANCIAL REPORT 31
STATUTORY AUDITORS' REPORT 33
THE ROBERTET GROUP 35
  • STATEMENT OF INCOME FOR THE PERIOD •
  • STATEMENT OF COMPREHENSIVE INCOME
  • BALANCE SHEET •

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY •

STATEMENT OF CASH FLOW •

PERIOD ENDING 30 JUNE 2020

STATEMENT OF INCOME FOR THE PERIOD in thousands of euros

NOTE 30-June-20 30-June-19 31-Dec-19
SALE OF PRODUCTS 12 280 208 287 710 554 273
REVENUE FROM ORDINARY ACTIVITIES 280 208 287 710 554 273
Other operating income 1 475 872 5 395
Purchases consumed -125 000 -133 158 -257 748
External expenses -34 119 -39 277 -78 535
Personel cost -59 901 -58 601 -118 214
Taxes and duties -6 497 - 5 367 -10 848
Depreciation, amortization, provisions and reversals 13 -14 741 -11 364 -21 234
Other operating expenses -4 -36 -47
CURRENT OPERATING INCOME 12 41 420 40 778 73 044
Asset disposals 22 98 81
OPERATING INCOME 41 442 40 876 73 125
Income from cash and cash equivalents 18 132 329
Gross cost of financial debt -588 -830 -1 500
Net financial cost 14 -570 -698 -1 171
Other financial income and expenses 14 -355 794 1 146
INCOME BEFORE TAXES 40 517 40 972 73 099
Current and deferred taxes 15 -11 008 -11 716 -21 245
Share in the net income of equity affiliates 601 245 1 191
NET INCOME OF CONSOLIDATED COMPANIES 29 509 29 256 51 854
NET INCOME OF THE CONSOLIDATED GROUP 30 111 29 501 53 045
Net income attributable to minority interest 16 80
NET INCOME (Group share) 12 30 095 29 422 53 045
NET INCOME PER EXISTING SHARE (in euros) 13,03 12,75 22,98
BASIC NET INCOME PER SHARE (in euros) 17 13,04 12,76 22,96
DILUTED NET INCOME (in euros) 17 13,04 12,76 22,96

STATEMENT OF COMPREHENSIVE INCOME in thousands of euros

NOTE 30-June-20 30-June-19 31-Dec-19
Net income 30 111 29 501 53 045
Recyclable components -7 195 1 084 2 128
Currency translation differential SCSE(1) -7 195 1 084 2 128
Non-recyclable components -29 -688 -711
Actuarial gains and losses on pension benefits 9 -43 -1 012 -1 046
Tax impact on actuarial gains and losses 14 324 335
Global Income SCSE(1) 22 886 29 897 54 462
Income attributable to shareholders
of Robertet SA
SCSE(1) 22 871 29 817 54 462
Income attributable to minority interests SCSE(1) 16 80

(1) SCSE : Statement of changes in shareholders' equity

BALANCE SHEET in thousands of euros

NOTE 30-June-20 31-Dec-19
NON-CURRENT ASSETS 226 423 224 153
GOODWILL 3 32 428 27 621
INTANGIBLE ASSETS 1 664 1 641
TANGIBLE ASSETS 4 153 586 159 257
RIGHTS OF USE 4 12 573 12 103
FINANCIAL ASSETS 5 21 541 19 223
SHARE IN COMPANIES ACCOUNTED FOR BY EQUITY 3 336 2 885
DEFERRED TAXES 15 1 296 1 423
CURRENT ASSETS 463 279 432 689
INVENTORIES AND WORK IN PROGRESS 6 178 686 187 550
ACCOUNTS RECEIVABLE AND RELATED ACCOUNTS 7 126 478 113 609
OTHER RECEIVABLES AND PREPAID EXPENSES 8 18 553 19 436
CURRENT TAX ASSETS 8 523 564
OTHER CURRENT FINANCIAL ASSETS 212 95
CASH AND CASH EQUIVALENTS 138 828 111 436
TOTAL ASSETS 689 703 656 842
SHAREHOLDERS' EQUITY 469 189 456 108
CAPITAL 5 776 5 770
SHARE PREMIUMS 61 945 12 432
CONSOLIDATED RESERVES 401 442 437 906
SHAREHOLDERS' EQUITY (GROUP SHARE) 469 163 456 108
MINORITY INTERESTS 26
NON-CURRENT LIABILITIES 83 316 84 680
PROVISIONS - LONG-TERM PORTION 9 13 282 13 157
LIABILITIES - LONG-TERM PORTION 10 50 383 52 220
RENTAL DEBTS - LONG-TERM PORTION 10 11 237 11 127
DEFERRED TAXES 15 8 413 8 177
CURRENT LIABILITIES 137 197 116 054
PROVISIONS - SHORT-TERM PORTION 9 1 336 1 261
LIABILITIES - SHORT-TERM PORTION 10 48 570 34 974
RENTAL DEBTS - SHORT-TERM PORTION 10 2 514 2 357
CURRENT TAX LIABILITIES 7 394 3 677
SUPPLIERS 37 026 39 590
OTHER CURRENT LIABILITIES 11 40 357 34 194
TOTAL LIABILITIES 689 703 656 842

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY in thousands of euros

Capital Premiums Consolidated
reserve
Conversion (Group share)
Equity
interests
Minority
Total shareholders
equity
Total shareholders' equity as of Dec 31, 2018 5 763 12 432 388 556 3 019 409 770 1 189 410 960
Comprehensive income 28 734 1 084 29 818 80 29 897
Dividends paid -12 922 -12 922 -12 922
Consolidation scope changes
Allocation of free shares 808 808 808
Impact IFRS16 -1 047 -1 047 -1 047
Other variations 251 251 251
Capital increase 6 -6
Total other changes in shareholders' equity 6 -12 917 -12 910 -12 910
Total shareholders' equity as of 30 June 2019 5 769 12 432 404 374 4 103 426 678 1 269 427 947
Total shareholders' equity as of 31 Dec 2019 5 770 12 432 432 758 5 147 456 107 456 107
Comprehensive income 30 066 -7 195 22 871 16 22 886
Dividends paid -11 552 -11 552 -11 552
Consolidation scope change 863 863 11 874
Allocation of free shares 620 620 620
Capital increase 6 -6
Merging Robertet/Charabot 49 513 -49 513
Other variations 253 253 253
Total other changes in shareholders' equity 6 49 513 -59 334 -9 816 11 -9 805
Total shareholders' equity as of 30 June 2020 5 776 61 945 403 490 -2 048 469 163 26 469 189

STATEMENT OF CASH FLOW in thousands of euros

NOTE 30-June-20 30-June-19 31-Dec-19
Consolidated net income 12 30 095 29 422 53 045
Minority interests 16 80
Elimination of net income from EAE -451 -95 -1 041
Amortization of fixed tangible and intangible assets 13 10 387 10 010 20 072
Net allocations to provisions 444 241 445
(Gains) / losses on disposals of assets -22 -98 -81
Charges and expenses without impact on cash flow 983 786 1 558
Current and deferred taxes 15 11 008 11 716 21 245
Cost of net financial debt 342 412 621
Impact of local re-evaluation 209 157 510
Operating cash flow
before cost of net financial debt and tax
53 009 52 628 96 374
Stock variations 6 8 904 -3 371 1 314
Change in trade and other receivables 7 -2 390 -25 560 -9 407
Change in trade payables and other accounts payables -6 525 6 709 3 265
Impact of changes in working capital requirements -12 -22 583 -4 828
Interest paid and received -301 -440 -699
Taxes paid -7 084 -7 613 -18 659
Net cash flow from operating activities 45 613 21 992 72 188
Industrial investments and finance leases 4 -7 632 -11 235 -25 036
Financial investments net of divestments -4 116 -110 -4 553
Disposal of assets 36 161 310
Dividends received 24 70
Impact of changes in the scope of consolidation -231 718
Cash flow used in investing activities -11 943 -11 160 -28 490
Dividends paid out by the parent company SCSE(1) -11 552 -12 922 -12 922
Loans taken out 5 000 300 300
Loans reimbursed -8 003 -11 989 -23 063
Net change in other financial debts 12 290 637 -866
Cash flow from financing activities -2 265 -23 975 -36 551
Effect of exchange rate changes on cash and cash equivalents -2 005 53 1
Overall changes in cash and cash equivalents 29 400 -13 090 7 148
Net cash and cash equivalents at opening 97 275 90 126 90 126
Net cash and cash equivalents and closing 126 674 77 036 97 275

(1) SCSE : Statement of Changes in Shareholders' Equity

NOTE TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PERIOD ENDING 30 JUNE 2020

NOTE 1 - SIGNIFICANT EVENTS AND GENERAL INFORMATION DURING THE PERIOD

The condensed consolidated financial statements of the Robertet Group for the first half of 2020 include Robertet and its subsidiaries. Robertet is a Group entirely focused on the design, manufacture and marketing of aromatic products. Robertet is a company incorporated under French law and listed on the Paris Stock Exchange (Euronext compartment B), whose registered office is located at 37, avenue Sidi-Brahim, 06130 Grasse.

Robertet's condensed consolidated interim financial statements were approved by the Board of Directors on September 22, 2020.

As already described in the financial statements as at December 31, 2018 and 2019, the simplified merger of Charabot SA in Robertet SA was realized on July 31, 2020, with retroactive effect to January 1, 2020.

SIRIUS was fully consolidated for the first time following the acquisition of a 60.14% interest (capital and voting rights) in this entity for a purchase price of 1 500K€. Commitments for mutual sales and acquisitions between now and 2022/2023 are estimated at 4 million Euros, based on a projection of Gross Operating Income, which is the variable used to calculate this price complement.

This acquisition strengthens the Group's leadership position in Organic Essential Oils and floral waters, and reaffirms the Group's desire to remain the independent and key player in Natural Aromatic Products. This operation also consolidates the Group's sourcing through new integrated channels and is in line with the integration of SAPAD. This acquisition is also an opportunity to offer a turnkey product service for well-being.

Revenue and profits since the date of acquisition amount to 5,130 K€ and 277 K€ respectively.

This consolidation resulted in the recognition of a provisional goodwill of EUR 4.8 million.

Group's scope of consolidation, Robertet Africa (78%-owned) and Robertet Indonesia (creation). These two entities, also fully consolidated, did not generate any goodwill in the interim financial statements.

NOTE 2 - SUMMARY OF MAIN ACCOUNTING RULES AND METHODS

Basis for the preparation of the financial statements

The consolidated financial statements of the Robertet Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union.

The condensed consolidated financial statements for the six months ended June 30, 2020 have been prepared in accordance with the provisions of IAS 34 on interim financial reporting. In accordance with this standard, only a selection of explanatory notes is included in these condensed financial statements. These notes may be completed by reading the consolidated financial statements for the year ended December 31, 2019. The accounting policies are identical to those applied for the consolidated financial statements for the year ended December 31, 2019.

The Group has not anticipated any standards and interpretations whose application is not mandatory in 2020.

For the presentation of the condensed interim consolidated financial statements for the six months ended June 30, 2020, the Group has applied all standards and interpretations that have entered into force at European level and are applicable to fiscal years beginning on or after January 1, 2020.

These new standards and interpretations are as follows :

Standards and interpretations mandatorily applicable as of January 1, 2020

Amendment to IAS 1 and IAS 8. Definition of the term "significant"

This amendment specifies that information is significant if its omission, misstatement or obscuration can reasonably be expected to influence the decisions of the principal users of the financial statements.

IFRS 3 amendment. Definition of an activity

This amendment clarifies the definition of an activity by proposing an analysis in two stages, and by aiming to limit the diversity of practices relating to the notion of activity.

Amendment of IFRS standards to update references to the conceptual framework

This alignment with the new conceptual framework published in 2018 concerns the following standards and interpretations: IFRS 2, IFRS 3, IFRS 6, IFRS 14, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22 and SIC 32.

➣ These new texts had no impact on the Group's financial statements.

Standards and interpretations applicable in advance as of January 1, 2020

At the closing date of these consolidated financial statements, the standards and interpretations listed below were issued respectively by the IASB and IFRS IC but not yet adopted by the European Union.

  • Amendment to IAS 1. Classification of liabilities as current and non-current liabilities
  • Amendment to IFRS 16. Rental concessions related to Covid-19
  • Amendments to the norms IFRS 3, IAS 16 and IAS 37. Update of references to the conceptual framework

The Group has chosen not to apply these standards and interpretations early but has begun to analyze the consequences of their application. The Group will apply these standards in its financial statements as soon as they are adopted by the European Union.

Use of estimates

The preparation of the financial statements requires Robertet to make estimates and assumptions that may have an impact on the amounts of assets and liabilities, as well as income and expenses. The estimates and underlying assumptions are based on past experience and other factors considered reasonable under the circumstances.

They thus serve as a basis to exercise judgment in determining the carrying amounts of assets and liabilities, which cannot be obtained directly from other sources. The amounts appearing in Robertet's future financial statements may differ from the currently estimated values. These estimates and assumptions are reviewed on an ongoing basis.

The Group's income tax expense has been calculated on the basis of the estimated effective tax rate for the period. This rate, determined using the tax rates applicable in the Group's tax entities, is applied to pre-tax income.

Consolidation rules

Significant subsidiaries that are exclusively controlled, directly or indirectly, are fully consolidated. Companies over which Robertet exercises joint control or significant influence are consolidated using the equity method. All these companies have been consolidated on the basis of financial statements for the period ended June 30, 2020.

All intra-group balances and transactions are eliminated on consolidation.

The financial statements of foreign companies whose functional currency is not the euro are translated using the following principles :

  • balance sheet items are translated at the rates prevailing at the end of the period. The exchange differential resulting from the application of a different exchange rate to opening shareholders' equity is recorded in shareholders' equity in the consolidated balance sheet ;
  • income statements are translated at the average rate for the period. The exchange differential resulting from the application of an exchange rate different from the balance sheet rate is recorded under shareholders' equity in the consolidated balance sheet.

The risks identified within the Robertet Group are identical to those described in the consolidated financial statements for the year ended December 31, 2019.

Scope

The condensed interim financial statements for the six months ended June 30, 2020 include the financial statements of companies over which the Robertet Group has direct or indirect de jure or de facto control.

Description of the main risks and uncertainties for the remaining six months

The risk factors are of the same nature as those described in the 2019 Annual Report and do not present any significant changes during the first half of 2020.

Main transactions with related parties

Information on related parties is detailed in note 18, which presents the main changes in the Group's financial position semester.

Impact of the health crisis on the financial statements

On January 30, 2020, the World Health Organization declared a state of public health emergency of international concern following the spread of the Covid-19 virus and designated it a pandemic on March 11, 2020.

In response to this health crisis, governments around the world have been forced to adopt restrictive social and economic measures to limit the spread of the virus.

These measures taken by all countries have had a significant impact on the global economy. In this context, the Robertet Group has assessed the impact of the uncertainties created by the pandemic.

As of June 30, 2020, these uncertainties have not led to a significant change in the estimates and assumptions used by the Group. Furthermore, the Robertet Group will continue to update these estimates and assumptions as the situation evolves.

Effect of the pandemic on the valuation of goodwill and intangible assets

In accordance with IAS 36, the Group performs impairment tests on the assets attached to each of its CGUs once a year, regardless of the existence of any indication of impairment. The most recent impairment tests were performed as of December 31, 2019 (see note 2 to the consolidated financial statements for the year ended December 31, 2019).

As part of the preparation of its consolidated financial statements at June 30, 2020, the Robertet Group reviewed quantitative and qualitative indicators and identified indications of impairment of certain assets directly or indirectly related to the Covid-19 pandemic.

Although the impairment tests performed in 2019 on the CGUs concerned by these indications of impairment had recoverable amounts significantly higher than their carrying amounts, the Group has nevertheless updated these tests by revising the business plans of each of the CGUs.

These tests did not lead the Group to recognize any impairment in the consolidated financial statements as of June 30, 2020. The results of the tests of the main CGUs concerned are presented in note 3.

Impact of the pandemic on income

For the Group as a whole, the Covid-19 pandemic did not result in the termination or substantial modification of distribution contracts.

Effect of the pandemic on inventories

To cope with the supply risks related to the Covid-19 pandemic crisis, the Group's production sites were able to maintain their level of activity thanks to the implementation of specific sanitary measures. In the event of a drop in production levels, the Group does not take into account the effects of under-absorption in the evaluation of the production cost of inventories, in accordance with IAS 2.

Effect of the pandemic on trade receivable

At June 30, 2020, the Robertet Group analyzed indicators of impairment of trade receivables, such as the breakdown of gross receivables according to their age and the amount of doubtful receivables. The Group has identified elements that may justify a significant increase in credit risk (see note 7)

Impact of the pandemic on cash flow

The Covid-19 pandemic did not have a negative impact on the liquidity of the Robertet Group.

Effect of the pandemic on the presentation of the income statement

The effects of the Covid-19 pandemic are presented in the notes to the income statement in accordance with the nature of the corresponding income and expenses. No item related to the health crisis has been classified in other non-current income and expenses.

NOTE 3 - GOODWILL in thousands of euros

Goodwill on the assets breaks down as follows

30-June-20 31-Dec-19
Flavor Division :
Gross Value 7 879 7 879
Impairment
Net Value 7 879 7 879
Fragrance Division
Gross Value 17 808 17 808
Impairment
Net Value 17 808 17 808
Raw Materials Division :
Gross Value 6 741 1 934
Impairment
Net Value 6 741 1 934

The change in net values can be analyzed as follows :

30-June-20 31-Dec-19
Net carrying amount at opening 27 621 27 621
Acquisitions (1) 4 807
Total 32 428 27 621

Total Net Value 32 428 27 621

(1) Goodwill relating to the acquisition of SIRIUS, which was fully consolidated in the first half of the year 2020. This goodwill is allocated to the raw materials CGU related to the company's business. No goodwill has been identified to date.

Goodwill has been calculated as follows (in thousands of euros) :

Overall estimate of the purchase price 5 509
Shareholders' equity at the date at the date of acquisition 702
Goodvill 4 807

Goodwill is allocated to Cash Generating Units (CGUs) based on the activity to which it relates. The CGUs defined correspond to the Flavor, Fragrance and Raw Materials divisions.

There are no indications of impairment for certain significant assets.

The COVID-19 pandemic had a relatively negative impact on revenue growth in the first half of the year, considered by Group Management as an indication of impairment in the Raw Materials and Perfumes divisions.

The value of these two CGUs was therefore tested at June 30, 2020.

This test was determined using 5-year projections of cash flows generated by the sales of each division. Beyond these 5 years, a terminal value has been determined based on a growth rate of 2.5% for the Raw Materials Division and 1.5% for the Perfumes Division. These cash flows are discounted net of tax at a rate of 8.0%. This rate is after tax.

The Group is currently working on calculating different discount rates for each CGU, with the objective of implementing them as part of the impairment tests as of December 31, 2020. The results of the tests confirm that there is no impairment of the assets allocated to these CGUs.

Sensitivity test

The Group performs sensitivity tests on the main assumptions. The main results of these tests are

presented below:

A perpetual growth rate of zero would not result in any depreciation.

The level of the discount rate (key assumption) for which the recoverable amount is equal to the carrying amount (after taking into account all the effects of this change on the other variables used) is:

• Fragrance Division:
10.85%
---------------------------------

• Raw Materials Division: 13.70%

The change in the "EBITDA/Sales" ratio for which the recoverable amount is equal to the carrying amount (after taking into account all the effects resulting from this change on the other variables used) is:

• Fragrance Division: 2,7 points,
• Raw Materials Division: 6,4 points.
FIXED ASSETS Value as of
31-Dec-19
Exchange
differential
Acquisitions Divestments Other
movements
Changes
in scope of
consolidation
Value as of
30-June-20
Land 28 600 -847 76 25 27 854
Buildings 157 245 -2 336 914 7 411 719 163 953
Technical facilities 164 937 -1 113 1 877 5 249 316 166 261
Other fixed assets 20 948 -761 142 118 1 025 378 21 614
Assets in progress 10 404 344 2 746 -8 634 109 4 969
TOTAL 382 135 -4 713 5 755 123 76 1 522 384 652

•1 Tangible fixed assets

DEPRECIATION Value as of
31-Dec-19
Exchange
differential
Allocations Reversals Other
movements
Changes
in scope of
consolidation
Value as of
30-June-20
Land 3 231 3 3 234
Buildings 72 383 -269 3 105 23 434 75 676
Technical facilities 129 947 -727 4 746 53 12 243 134 168
Other fixed assets 17 315 -333 929 114 7 182 17 986
TOTAL 222 876 -1 329 8 783 167 42 859 231 064
NET VALUE 159 257 153 586
----------- --------- -- -- -- -- ---------

The industrial project underway at the Brazilian entity was commissioned in the first half of 2020.

•2 Rights of use

Changes in user fees during the first half of 2020 can be analyzed as follows :

RIGHTS OF USE Value as of
31-Dec-19
Exchange
differential
Acquisitions Divestments Other
movements
Changes
in scope of
consolidation
Value as of
30-June-20
Buildings 8 431 -32 1 265 693 -50 10 307
Technical facilities 14 492 -773 161 -514 -459 12 907
Other fixed assets 1 842 -21 393 387 -22 2 579
TOTAL 24 765 -826 1 819 566 -531 25 793
Value as of
31-déc-19
Exchange
differential
Allocations Reversals Other
movements
Change in
scope
Value as of
30-June-20
3 774 3 623 450 -50 4 800
8 378 -599 623 -514 -457 7 431
511 -1 321 167 -8 990
12 663 -597 1 567 103 -515 13 221
NET VALUE
12 103
12 573
-------------------------------

The sum of 0.5 million as of June 30, 2020 represents residual rent from non-capitalized leases under the exceptions provided for in the standard.

NOTE 5 - FINANCIAL ASSETS in thousands of euros

NON-CURRENT FINANCIAL ASSETS 30-June-20 31-Dec-19
Equity investments carried at cost 1 922 3 585
Deposits and guarantees 2 679 2 433
Receivables from equity interests 8 585 8 597
Other immobilized securities (1) 8 195 4 440
Loans 160 168
TOTAL 21 541 19 223

(1) These are long-term investments of the American subsidiary Robertet USA

NOTE 6 - STOCKS in thousands of euros

30-June-20 31-Dec-19
Raw materials 112 250 124 227
Work in progress and finished goods 75 007 69 698
Gross value 187 257 193 925
Provisions -8 572 -6 375
NET VALUE 178 686 187 550

Provisions for depreciation break down as follows:

30-June-20 31-Dec-19
Balance at opening of the period 6 375 7 575
Change in scope of consolidation 365
Increases 2 033 6 246
Reversals and uses -21 -7 400
Conversion differential -180 -46
Balance at closing of the period 8 572 6 375

NOTE 7 – TRADE RECEIVABLES in thousands of euros

Breakdown of trade receivables 30-June-20 31-Dec-19
Europe 41 616 38 731
North America 35 050 30 298
South America 14 673 13 477
Asia 33 502 28 504
Other countries 8 807 7 948
TOTAL GROSS RECEIVABLES 133 649 118 958
Provisions for depreciation 7 171 5 349
TOTAL NET RECEIVABLES 126 478 113 609

Provisions for impairment are as follows:

30-June-20 31-Dec-19
Balance at opening of the period 5 349 3 525
Increases 1 987 2 643
Changes in scope of consolidation 39
Reversals and uses -92 -907
Conversion differential -117 23
Other movements 5 66
Balance at closing of the period 7 171 5 349

The increase in provisions for impairment is due to the increase in country risk on certain Group receivables.

NOTE 8 – OTHER ASSETS in thousands of euros

30-June-20 31-Dec-19
Prepaid expenses 5 087 5 351
Other receivables 13 466 14 085
TOTAL RECEIVABLES AND ACCRUALS 18 553 19 436
Current tax assets 523 564
Deferred tax assets 1 296 1 423
TOTAL 20 372 21 423

NOTE 9 – PROVISIONS in thousands of euros

Opening Allocations Uses Exchange rate
variation
Closing
RETIREMENT BENEFITS (2) 11 600 481 -10 12 071
Other employee benefits (2) 1 889 99 -58 -213 1 717
Other risks (1) 929 -34 -64 831
RISKS AND EXPENSES 2 818 99 -92 -277 2 548
TOTAL PROVISIONS 14 418 580 -92 -287 14 619
of which current liabilities 1 261 1 336
of which non-current liabilities 13 157 13 282

(1) Other risks correspond mainly to social, tax and commercial risks.

Each of the known disputes in which Robertet or Group companies are involved was reviewed at the balance sheet date, and after obtaining the opinion of legal counsel, the provisions deemed necessary were, where appropriate, set aside to cover the estimated risks.

(2) The actuarial assumptions have not changed compared to December 31, 2019 for the calculation of retirement benefits and other employee commitments for the Group's French entities (the commitments in France representing 98.4% of the Group's pension provisions, which is why only the assumptions concerning France are detailed), excluding the discount rate:

30-June-20 30-June-19 31-Dec-19
Discount rate (1) 0,74% 0,77% 0,77%

(1) This corresponds to the Iboxx AA10+ rate.

NOTE 10 - FINANCIAL & LEASING DEBT in thousands of euros

•1 Financial liabilities

Analysis by category of debt 30-June-20 31-Dec-19
Long- and medium-term borrowings 67 251 68 078
Finance leases outside IFRS 16 120 137
Current bank overdrafts 12 154 14 161
Other financial debts (1) 17 985 3 092
Partners' current accounts 1 443 1 726
TOTAL 98 953 87 194

(1) These debts include:

  • a financial debt of 2,300 K€ for a put option on minority interests in Robertet Goldfield.

  • a financial debt of 4,009 K€ for a put option on minority interests in Sirius.

Analysis by repayment schedule 30-June-20 31-Dec-19
Less than one year (1) 48 570 34 974
More than one year and less than five years 47 610 48 730
More than five years 2 773 3 490
TOTAL 98 953 87 194
Of which in Euros 96 328 84 514
Of which in USD 1 142 1 160
Other currencies 1 483 1 520

(1) The portion of borrowings due within one year breaks down as follows:

30-June-20 31-Dec-19
Current portion of borrowings 21 101 19 045
Current portion of miscellaneous financial debt 15 315 1 735
Short-term portion of finance leases (excluding IFRS 16) 33
Bank overdrafts 12 154 14 161
TOTAL 48 570 34 974

Loan repayments for the half year amounted to 8,003 K€, compared to 11,989 K€ at the end of the first half

of 2019 and 23,063 K€ at the end of 2019.

Loan subscriptions amounted to 5,000 K€ over the half year.

Fixed-rate and floating-rate borrowings break down as follows :

30-June-20 31-Dec-19
Fixed rate loans 66 685 67 368
Variable rate loans 566 711
TOTAL 67 251 68 079

•2 Lease Debts

These debts represent the Group's financial liabilities on all of its lease contracts following the implementation of IFRS 16.

Opening New contracts
and
renewals
Repayments
and
termination
Perimeter
entrance
Differences of
conversion
Closing
LEASE OBLIGATIONS 13 484 1 614 -1 339 352 -360 13 751
Of which current liabilities 2 357 2 514
Of which non-current 11 127 11 237
Analysis by repayment due date 30-June-20 31-Dec-19
Less than one year 2 514 2 357
More than one year and less than five years 4 876 4 522
More than five years 6 361 6 605
TOTAL 13 751 13 484
Of which in Euros 3 479 2 740
Of which in USD 7 263 7 122
Other currencies 3 010 3 622

NOTE 11 –CURRENT LIABILITIES i n t h o u s a n d s o f e u r o s

30-June-20 31-Dec-19
Tax and social security liabilities 21 630 23 140
Other liabilities 16 982 10 162
Deferred income 1 744 892
TOTAL 40 357 34 194

NOTE 12 – SECTORAL INFORMATION in thousands of euros

In accordance with IFRS 8, the Group provides segment information as used internally by the PDO (chief operating decision maker). The PDO is the Executive Management of the Robertet Group, chaired by Philippe Maubert.

The Group's level of segment reporting is the business segment. The breakdown is based on the Group's three Divisions :

  • •Raw Materials
  • •Fragrance
  • •Flavors

Internal reporting for the PDO corresponds to the operating segments identified above

As of June 2020
Raw
Materials
Fragrance Flavors TOTAL
Consolidated revenue 78 691 97 153 104 364 280 208
Current operating income 11 623 13 499 16 298 41 420
Net income Group share 8 706 9 069 12 320 30 095
GOODWILL 6 741 17 808 7 879 32 428
TANGIBLE FIXED ASSETS & RIGHTS OF USE 48 597 57 470 60 092 166 159

As of June 2019

Raw
Materials
Fragrance Flavors TOTAL
Consolidated revenue 79 571 104 193 103 946 287 710
Current operating income 15 143 9 534 16 101 40 778
Net income Group share 10 991 6 741 11 770 29 502
GOODWILL 1 934 17 808 7 879 27 621
TANGIBLE FIXED ASSETS & RIGHTS OF USE 58 279 55 886 53 160 167 325
As of December 2019
Raw
Materials
Fragrance Flavors TOTAL
Consolidated revenue 151 313 204 276 198 684 554 273
Current operating income 24 380 18 328 30 336 73 044
Net income Group share 18 079 11 576 23 391 53 046
GOODWILL 1 934 17 808 7 879 27 621
TANGIBLE FIXED ASSETS & RIGHTS OF USE 57 815 59 877 53 668 171 360

NOTE 13 - DEPRECIATION, AMORTIZATION AND PROVISIONS in thousands of euros

30-June-20 30-June-19 31-Dec-19
Depreciation on fixed assets 10 453 10 093 20 191
Charges and reversals of provisions (1) 4 289 1 271 1 043
TOTAL 14 741 11 364 21 234

(1) charges to and reversals of provisions concern inventories, receivables and provisions for contingencies and charges (see notes 6, 7 and 9).

NOTE 14 – FINANCIAL RESULT i n t h o u s a n d s o f e u r o s

30-June-20 30-June-19 31-Dec-19
Interest on borrowings and similar expenses -588 -830 -1 500
Securities products 18 132 329
Net financial cost -570 -698 -1 171
Foreign exchange losses -2 170 -508 -2 465
Foreign exchange gains 1 763 1 245 3 511
Other 52 56 100
Other financial income and expenses -355 794 1 146
TOTAL -925 96 -26

NOTE 15 – TAXES in thousands of euros

The income tax expense for the six-month period is calculated by applying the estimated average effective rate for the year to the pre-tax income for the period. This calculation is performed individually for each of the Group's consolidated tax entities.

30-June-20 31-Dec-19
Net Income
before tax
Net tax
(expense)/
income
Net Income
before tax
Net tax
(expense)/
income
French companies of the Group 20 491 -6 178 41 275 -13 299
Other Group companies 20 026 -4 830 31 824 -7 946
TOTAL 40 517 -11 008 73 099 -21 245
30-June-20 31-Dec-19
Current tax -10 942 -22 280
Net deferred tax -66 1 035
TAX -11 008 -21 245

Tax assets and liabilities can be analyzed as follows :

30-June-20 31-Dec-19 Variation
Deferred tax assets 1 296 1 423 -127
Deferred tax liabilities 8 413 8 177 236
Net deferred tax -7 117 -6 754 -363
30-June-20 31-Dec-19
Net deferred taxes as of January 1 (assets/liabilities) -6 754 -8 480
Recognized in shareholders' equity -51 646
(Expense)/income -66 1 035
Conversion differential -243 44
Other -4
TOTAL -7 117 -6 754
Of which deferred tax liabilities 8 413 8 177
Of which deferred tax assets 1 296 1 423

NOTE 16 – CASH EQUIVALENTS in thousands of euros

Net cash and cash equivalents 30-June-20 30-June-19 31-Dec-19
Availability 122 996 95 922 101 611
Marketable securities 15 832 8 957 9 825
Bank overdrafts -12 154 -27 843 -14 161
TOTAL 126 674 77 036 97 275

Marketable securities consist of certificates of deposit and other short-term, liquid investments with maturities of less than three months :

31-Dec-19 Variation Conversion
differential
30-June-20
Marketable securities 9 825 6 878 -870 15 832
TOTAL 9 825 6 878 -870 15 832
Analysis of changes in working capital requirements 31-Dec-19 Flux
foreign
exchange
Cash
Flows
30-June-20
Inventories and work-in-progress 193 691 457 -6 891 187 257
Trade and other receivables 138 400 9 517 4 290 152 208
Trade and other payables -73 784 -10 123 6 525 -77 383
Gross working capital requirement 258 307 -149 3 924 262 082
Depreciations -11 730 -106 -3 912 -15 748
Net working capital requirement 246 577 -255 12 246 334

NOTE 17 - CALCULATION OF EARNINGS PER SHARE

Calculation of basic and diluted earnings per share for the periods ended June 30, 2020 and December 31, 2019 and June 30, 2019 is presented below :

Basic earnings 30-June-20 31-Dec-19 30-June-19
Net income attributable to the Company's shareholders (in
thousands of euros)
30 095 53 045 29 422
Weighted average number of common shares and
investment certificates outstanding (in thousands)
2 309 2 310 2 306
Basic net income per share (in euros) 13,04 22,96 12,76
Diluted earnings per share 30-June-20 31-Dec-19 30-June-19
Net income attributable to the Company's shareholders (in
thousands of euros)
30 095 53 045 29 422
Weighted average number of common shares and
investment certificates in circulation (in thousands)
2 309 2 310 2 306
Weighted average number of shares used to calculate
diluted earnings (in thousands)
2 309 2 310 2 306
Diluted earnings per share (in euros) 13,04 22,96 12,76

NOTE 18 – INFORMATION REGARDING RELATED PARTIES

Transactions with affiliated companies are solely purchases and sales of raw materials between the parent company and these companies. The parent company's purchases from these affiliated companies amounted to 1,976 K€ for the first half of 2020 (no sales for the half year).

Concerning the compensation of executive corporate officers, in order to take into account the situation related to Covid 19, it has been decided that the variable compensation of Directors paid in 2020, which initially increased due to their calculation mechanisms, will be reduced by 25%.

In addition, a bonus share plan has been set up as follows, authorized by the Board of Directors on June 5, 2020:

Date of plan Number of
shares
Conditions of
acquisition
Date of
acquisition
Date of
availability
Philippe MAUBERT 05/06/2020 450 gratuity 05/06/2021 05/06/2023
Christophe MAUBERT 05/06/2020 250 gratuity 05/06/2021 05/06/2023
Olivier MAUBERT 05/06/2020 250 gratuity 05/06/2021 05/06/2023
Lionel PICOLET 05/06/2020 280 gratuity 05/06/2021 05/06/2023

Bonus shares granted to each executive director during the fiscal year

In addition, the bonus share plan granted in June 2019 was definitively vested by each executive corporate officer during this six-month period :

Date of plan Number of
shares
Conditions of
acquisition
Date of
acquisition
Date of
availability
Philippe MAUBERT 05/06/2019 700 gratuity 05/06/2020 05/06/2022
Christophe MAUBERT 05/06/2019 400 gratuity 05/06/2020 05/06/2022
Olivier MAUBERT 05/06/2019 400 gratuity 05/06/2020 05/06/2022
Lionel PICOLET 05/06/2019 450 gratuity 05/06/2020 05/06/2022

Bonus shares acquired by each executive corporate officer during the year

Note 23 of the 2019 annual report details these remunerations.

NOTE 19 - SEASONALITY

The Group's business is not highly seasonal. The contribution of the first half of the year to annual revenues is historically slightly higher than that of the second half.

N O T E 20 - L I S T O F C O N S O L I D AT E D S U B S I D I A R I E S

Entity Country % of Ownership % Control Consolidation
Method
Robertet GMBH Germany 100% 100%
Robertet Argentina Argentina 100% 100%
Robertet Do Brasil Brazil 100% 100% N
Robertet Espana Spain 100% 100% O
Robertet USA United States 100% 100% I
Robertet Italia Italiy 100% 100% T
Robertet Hiyoki Japan 100% 100%
Robertet de Mexico Mexico 100% 100% A
Robertet UK United Kingdom 100% 100% D
Robertet et Cie SA Switzerland 100% 100% I
Robertet Turkey Turkey 100% 100% L
Robertet South Africa Aromatics South Africa 100% 100% O
Arco France 100% 100% S
Charabot China China 100% 100% N
Charabot Japon Japan 100% 100%
Charabot Corée Korea 100% 100% O
Robertet China China 100% 100% C
Robertet India India 100% 100%
Plantes Aromatiques du Diois France 100% 100% L
Robertet Bulgaria Bulgaria 100% 100% L
Robertet Andina Colombia 100% 100% U
Robertet Asia Singapore 100% 100% F
Robertet Goldfield India 60% 100%
Robertet Indonésie Indonésia 100% 100%
Robertet Africa France 78% 78%
Sirius France 60% 100%
Hitex France 50% 50% EQUITY
Bionov France 100% 50% METHOD

BUSINESS REPORT FOR THE FIRST HALF OF 2020

PERIOD ENDING 30 JUNE 2020

BUSINESS REPORT FOR THE FIRST HALF-YEAR OF 2020

The year 2020 had begun with a relatively positive outlook for all the company's activities.

Thus, as of March 31, 2020, consolidated sales were up 3%, and Flavors in particular were up 7%.

At the end of June, this figure, although generally sustained in the context, had declined slightly, down 2.6% (4.3% at constant scope of consolidation and exchange rates).

This decline was mainly due to the impact of the Covid health crisis on economic activity in general.

This trend has been consistent and reflects the activity of end consumers.

Robertet has managed to have sustained economic activity during confinement thanks to the reliability of staff its personnel in France and abroad.

This is also due to the fact that we operate in a priority business sector (health, sanitary and human food) and that the Group has been able to take the organizational measures necessary for the operation of its plants and supply chain in strict compliance with regulations that are constantly changing and require constant adjustments.

This policy has been pursued during the de-confinement and in the current phase of heightened vigilance.

By operating division, at constant exchange rates and scope of consolidation, revenue for the half year breaks down as follows: Natural Raw Materials down 8.2%, Perfumes down 5.4%, but Flavors remained stable.

This breakdown is largely attributable to lower sales in the high-end Perfumes market and also to the sharp decline in consumer beverage sales.

By geographic region, sales in France decreased by 7.5% and in the United States by 2.6% in dollars. A sharp decline was recorded in Spain, England and Brazil.

Sales, on the other hand, were sustained in Southeast Asia through the recent subsidiary in Singapore and also in China and Japan.

The Health and Beauty Division's activity is also very positive as part of its steadily growing business plan.

In addition, the merger of Charabot into Robertet was effective, effective January 1, 2020, which was beneficial to the Group's cost structure materializing a number of synergies in the operating account.

It should be noted that the gross margin on products improved significantly during the first half of the year and savings in management expenses were significant.

This allowed the Group's consolidated profit to increase significantly, even though it suffered a drop in revenues.

It amounts to 30.1 million for the first six months, an increase of 2.3% which is evenly spread over most of the Group's entities.

The Group's PNL is therefore fairly homogeneous. Notably, EBITDA amounts to 56.2 million euros, i.e. nearly 20% of revenues and net profit to 11% of the same figure.

For the year as a whole, it should be taken into account that this result contains certain seasonal elements. Caution should therefore be exercised in extrapolating these results for the full year 2020, given the persistence of strong uncertainties about the environment in which the Group will operate.

Consequently, excluding exceptional items, a stable annual result would already be a good performance.

Another element of its strategy is that the group has regularly built a solid structure with a remarkable financial equilibrium.

This is particularly valuable in more difficult periods, having long-term goals. This debt-free balance sheet is primarily intended as an instrument for seeking growth within the framework of reasonable management.

The Group continued its search for growth by continuing to develop its simple and clear concept of New Products/New Markets and by taking maximum advantage of synergies between the Divisions and the main zones (One Robertet policy).

This goes hand in hand with the search for external growth opportunities in its core business that can strengthen or complete its range of products, always with the strong predominance of Natural products, in which the Group continues to invest, with Bio or Organic as a top priority.

An active search remains for assets that can integrate the Health and Beauty Division into a very targeted and reasonable framework.

CERTIFICATION BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT

PERIOD ENDING 30 JUNE 2020

CERTIFICATION BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT 2020

Monsieur Philippe MAUBERT

Chairman of the Board of Directors.

I certify that, to the best of my knowledge, the financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the company and of all the companies included in the consolidated financial statements, and that the interim management report gives a true and fair view of the significant events that occurred during the first six months of the fiscal year, their impact on the interim financial statements, the main related party transactions and the outlook for the remaining six months of the fiscal year.

Grasse , le 22 septembre 2020 Philippe MAUBERT Chairman of the Board of Directors.

STATUTORY AUDITORS' REPORT

PERIOD ENDING 30 JUNE 2020

COGEPARC

Membre de PKF International Le Thélémos 12 quai du Commerce 69009 LYON

DELOITTE & ASSOCIÉS

6, place de la Pyramide 92908 Paris-la Défense Cedex S.A.S. au capital de 2 188 160 € ROBERTET 572 028 041 RCS Nanterre

Société Anonyme 37 avenue Sidi- Brahim 06130 GRASSE

Statutory auditors' report on the half-year financial information

Period from 1 January 2020 to 30 June 2020

To the shareholders of the company Robertet,

In execution of the mission entrusted to us by the general meeting and in application of article L. 451-1-2 III of the French Monetary and Financial Code, we have proceeded with :

  • the review of the accompanying condensed interim consolidated financial statements of the company for the period from January 1, 2020 to June 30, 2020 ;
  • verification of the information given in the half-yearly activity report.

These condensed interim consolidated financial statements were prepared under the responsibility of the Board of Directors on September 22, 2020 on the basis of the information available at that date in a changing context of the crisis related to Covid-19 and difficulties in understanding its impact and future prospects. It is our responsibility, on the basis of our review, to express our conclusion on these financial statements.

•Conclusion regarding the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists principally of making inquiries of persons responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit. The scope of the audit is the same as that required for an audit performed in accordance with the professional standards applicable in France. Consequently, the assurance that the financial statements, taken as a whole, are free from material misstatement obtained through a limited review is a moderate assurance, less than that obtained during a full audit.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-year consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial reporting.

•Specific verification

We have also verified the information given in the interim management report dated September 22, 2020 containing notes to the condensed interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-year consolidated financial statements.

Lyon and Marseille, September 29, 2020. The Statutory Auditors

Member of PKF International Anne BRION TURCK Philippe BATTISTI

COGEPARC DELOITTE & ASSOCIĒS

ROBERTET GROUP

FRANCE

ROBERTET GRASSE 37, avenue Sidi Brahim BP 52100 06130 Grasse Cedex France www.robertet.fr E-mail : [email protected]

CHARABOT 10 Avenue Yves-Emmanuel Baudoin BP 22070 06131 Grasse Cedex France E-mail : [email protected]

ROBERTET PARIS 21 Rue Émile Ménier 75116 Paris France

SAPAD 26340 Vercheny

HITEX SAS 56000 Vannes

BIONOV 84900 Avignon

SUBSIDIARIES

USA

Robertet Flavors Inc

Robertet Fragrances Inc

Robertet Fragrances Inc. New York Creative Center

EUROPE

GERMANY Robertet GMBH

SPAIN Robertet España SA

UNITED KINGDOM Robertet UK Ltd.,

ITALY Robertet Italia Srl

SWITZERLAND Robertet SA

SOUTH AMERICA

ARGENTINA Robertet Argentina

BRASIL Robertet do Brasil Ind. e Com. Ltda

C O L O M B I A

ASIA

TURKEY Robertet Gulyagi ve

Robertet Aroma ue esens Istanbul

CHINA Robertet Flavors & Fragrances (Beijing) CO., LTD.

INDIA Robertet Flavours & Fragrances Pvt. Ltd. Robertet Goldfield India

JAPAN Robertet Japan

VIETNAM Robertet Vietnam Representative Office Hochiminh City

AFRICA

SOUTH AFRICA Robertet South Africa Aromatics Ltd.