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Robertet Interim / Quarterly Report 2022

Nov 18, 2022

1630_ir_2022-11-18_d0ea9af8-3989-4df8-8932-49dac948ec6f.pdf

Interim / Quarterly Report

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FINANCIAL REPORT FOR THE FIRST HALF-YEAR

30 JUNE 2022

CONTENTS

STATEMENT OF INCOME FOR THE PERIOD 4
STATEMENT OF COMPREHENSIVE INCOME 5
BALANCE SHEET 6
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
7
STATEMENT OF CASH FLOW 8
NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENT
9
ACTIVITY REPORT FOR THE FIRST HALF 2022 26
CERTIFICATION OF THE PERSONS RESPONSIBLE
OF THE HALF-YEAR FINANCIAL REPORT
29
STATUTORY AUDITORS' REPORT 31

STATEMENT OF INCOME FOR THE PERIOD STATEMENT OF COMPREHENSIVE INCOME BALANCE SHEET

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

STATEMENT OF INCOME FOR THE PERIOD

In thousands of euros Note 30-June-22 30-June-21 31-Dec-21
Turnover 12 358 865 297 629 606 085
REVENUE FROM ORDINARY ACTIVITIES 358 865 297 629 606 085
Other operating income 1 656 934 2 711
Purchases consumed -164 577 -132 700 -269 198
External expenses -43 967 -38 011 -84 873
Personal expenses -73 880 -60 174 -129 355
Taxes and duties -6 486 -6 381 -7 842
Depreciation, provisions and reversals 13 -12 155 -12 360 -23 675
Other operating expenses -70 -50 -267
CURRENT OPERATING INCOME 12 59 386 48 889 93 587
Asset disposals 73 106 159
OPERATING INCOME 59 459 48 995 93 746
Income from cash and cash equivalents 235 27 193
Cost of gross financial debt -657 -456 -1 002
Net financial cost 14 -422 -429 -809
Other financial income and expenses 14 993 548 732
INCOME BEFORE TAX 60 029 49 114 93 669
Current and deferred taxes 15 -14 783 -11 802 -22 707
Share of net income of companies accounted for the
equity method
239 771 867
RESULTS OF CONSOLIDATED COMPANIES 45 246 37 312 70 962
NET INCOME OF THE CONSOLIDATED GROUP 45 485 38 083 71 828
Non-controlling interests 424 13 117
Net income (group share) 12 45 061 38 070 71 711
NET INCOME PER EXISTING SHARE
(in euros)
19,44 16,47 31,02
BASIC NET INCOME PER SHARE
(in euros)
20 19,49 16,48 31,00
DILUTED NET INCOME (in euros) 20 19,49 16,48 31,00

STATEMENT OF COMPREHENSIVE INCOME

In thousands of euros Note 30-June-22 30June-21 31-Dec-21
NET RESULT 45 485 38 083 71 828
Recyclable items 16 208 6 545 13 784
Change in conversion differences EVCP(1) 16 208 6 545 13 784
Non-recyclable items 1 695 467 1 712
Revaluation of employee benefits 8 2 285 652 1 926
Tax on revaluation of employee benefits -590 -185 -214
OVERALL RESULT EVCP(1) 63 388 45 095 87 324
Share attributable to the shareholders of Robertet SA EVCP(1) 62 964 45 082 87 206
Attributable to non-controlling interests EVCP(1) 424 13 117

EVCP(1) : Statement of Changes in Shareholders' Equity.

BALANCE SHEET

In thousands of euros Note 30-June-22 31-Dec-21*
NON-CURRENT ASSETS 305 472 256 325
Goodwill 3 80 325 50 048
Intangible assets 4 19 995 19 390
Property plant and equipment 4 162 141 154 411
Rights of use 4 15 634 13 524
Financial assets 5 22 789 14 443
Investment in associated companies 3 175 3 036
Deferred taxes 15 1 414 1 473
CURRENT ASSETS 543 536 526 966
Inventories and work in progress 6 228 700 191 639
Trade receivables and related accounts 7 160 449 122 384
Other receivables and accruals 8 24 245 21 279
Current tax assets 8 2 367 1 656
Other current financial assets 18 7
Cash and cash equivalents 127 758 190 002
TOTAL ASSETS 849 008 783 291
SHAREHOLDERS' EQUITY 594 984 545 902
Capital 5 782 5 779
Share premium 61 945 61 945
Consolidated reserves 526 666 478 010
SHAREHOLDERS' EQUITY (GROUP SHARE) 594 392 545 734
MINORITY INTERESTS 592 168
NON-CURRENT LIABILITIES 109 124 79 320
Provisions - non-current portion 9 10 420 11 877
Provisions - non-current portion 10 76 853 46 985
Rental liabilities - non-current portion 10 12 746 11 429
Deferred taxes 15 9 105 9 029
CURRENT LIABILITIES 144 901 158 068
Provisions - current portion 9 856 1 786
Financial liabilities - current portion 10 37 251 51 093
Rental liabilities - current portion 10 4 019 3 225
Current tax liabilities 6 855 9 786
Suppliers 54 329 53 855
Other current liabilities 11 41 591 38 323
TOTAL EQUITY AND LIABILITIES 849 008 783 291

*Published amounts from the annual consolidated financial statements at December 31, 2021, restated for the impact of the retrospective application of the definitive determination of goodwill relating to the Bionov business combination (see note 1 on significant events of the period).

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

In thousands of euros Capital Premiums Consolidated
reserves
Conversion
reserve
Equity ,
group share
Non
controlling
interests
Total Equity
Total equity
at December 31, 2020
5 775 61 945 424 543 -16 007 476 256 51 476 307
OVERALL RESULT 73 422 13 784 87 206 117 87 324
Dividends paid -12 945 -12 945 -12 945
Change in scope of consolidation -6 650 -6 650 -6 650
Allocation of free shares 1 104 1 104 1 104
Capital increase 4 -4
Other variations 763 763 763
Total other changes
in equity capital
4 -17 732 -17 728 -17 728
Total shareholders' equity
at June 30, 2021
5 778 61 945 451 443 -9 462 509 705 63 509 768
Total shareholders' equity
at December 31, 2021
5 779 61 945 480 234 -2 223 545 734 168 545 902
OVERALL RESULT 46 756 16 208 62 964 424 63 388
Dividends paid -18 502 -18 502 -18 502
Change in scope of consolidation 2 291 2 291 2 291
Allocation of free shares 847 847 847
Capital increase 3 -3
Other variations 1 058 1 058 1 058
Total other changes 3 -14 309 -14 306 -14 306
Total shareholders' equity
at June 30, 2022
5 782 61 945 512 680 13 986 594 392 592 594 984

STATEMENT OF CASH FLOWS

In thousands of euros Note 30-June-22 30-June-21 31-Dec-21
Consolidated net income 12 45 061 38 070 71 711
Non-controlling interests 424 13 117
Elimination of net income from MEE -139 -671 -767
Depreciation of tangible and intangible assets 13 10 927 10 110 21 525
Net allocations to provisions -328 60 -52
(Gain)/Loss on disposal of assets -73 -106 -159
Income and expenses with no cash impact 847 704 1 104
Tax expenses (current and deferred) 15 14 784 11 727 22 707
Cost of net financial debt 197 250 415
Effect of local revaluation 683 308 612
Cash flow from operations before cost
of net financial debt and taxes
72 383 60 465 117 214
Interest paid and received -188 -260 -424
Taxes paid -19 031 -8 369 -20 542
Cash flow from operations after cost
of net financial debt and tax
53 163 51 836 96 248
Change in inventories 6 -27 182 -7 167 -10 576
Change in trade and other receivables 7 -33 980 -27 396 -6 354
Change in trade and other payables -939 3 797 5 800
Impact of changes in working capital -62 101 -30 766 -11 131
Net cash flow from operating activities -8 938 21 070 85 117
Industrial investments and financial leases 4 -13 224 -9 509 -20 778
Financial investments net of divestments -7 554 -554 -1 516
Asset disposals 281 1 258 1 604
Impact of changes in the scope of consolidation(1) -26 546 -17 428 -25 135
Net cash used in investing activities -47 044 -26 233 -45 826
Dividends paid by the parent company SVCP(2) -18 502 -12 945 -12 945
Loan subscriptions 15 400 19 386 27 556
Loan repayments -13 254 -11 385 -25 645
Net change in other financial liabilities 1 127 2 243 6 341
Cash flow from financing activities -15 229 -2 701 -4 694
Impact of currency fluctuations on cash
and cash equivalents
1 738 2 690 4 376
OVERALL CHANGE IN CASH AND CASH EQUIVALENTS -69 473 -5 174 38 972
Net cash and cash equivalents at
the beginning of the period
186 777 147 804 147 804
NET CASH AT THE END OF THE PERIOD 117 303 142 630 186 777

Impact of changes in the scope of consolidation(1) : This concerns cash disbursements related to the first instalment for the acquisition of Omega Ingredients and earnouts paid in connection with the acquisitions of Sirius and Bionov.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL INFORMATION, SIGNIFICANT EVENTS OF THE PERIOD AND POST-CLOSING EVENTS

General Information

The Robertet Group's condensed consolidated financial statements for the first half of 2022 include the company 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, listed on the Paris Stock Exchange (Euronext compartment B), with its headquarters at 37, avenue Sidi-Brahim, 06130 Grasse.

Robertet's condensed consolidated interim financial statements were approved by the Board of Directors on September 21, 2022.

Significant events of the period

The Maverick Active Holdings Limited Group, acquired on April 26, 2022, was fully consolidated for the first time for a purchase price of 15.2 million euros, financed entirely by shareholders' equity. 16.7 million, based on a projection of EBITDA, which is the main variable in the calculation of this earn-out, giving a total purchase price of 31,9 million euros. In accordance with IAS 32, the company has been required to recognize a financial liability in this amount.

The main company, Omega Ingredients, is an UK-based company specializing in the creation of high quality, naturally derived flavors and ingredients for the food and beverage industry. This investment reaffirms the Robertet Group's commitment to strengthening its position as the world leader in natural flavor solutions by reinforcing its position in the UK market.

This merger creates new synergies within the group in order to better meet the demands of emerging customers, identified for our future growth. Omega Ingredients will benefit from Robertet's natural industrial expertise and creativity, reinforcing the common values that have always made Omega an unique and successful company. Revenue and profit since the acquisition date amount to 2,262K€ and 510K€ respectively. The main assets and liabilities acquired are industrial and commercial elements related to the activity of this entity. The acquisition amounted to 29.6 million euros allocated to the Food Flavors division, corresponding mainly to the synergies expected from the geographical location and the customer and product portfolio of this company, which perfectly complements of Robertet. In accordance with IFRS 3, the provisional amounts recognized may be adjusted within the legal allocation period.

Following the change in consolidation method for the Bionov entity as of July 1, 2021, the process of valuing assets and liabilities has been completed and has resulted in the recognition of a definitive goodwill of 4.4 million €. The change in goodwill compared to its first valuation as of December 31, 2021 (10.0 million €) results from the valuation as intangible assets of technology (1.6 million €), brands (1.6 million €) and a customer portfolio (3.6 million €) and net deferred taxes (1.2 million €).

POST-CLOSING EVENTS

In accordance with a resolution voted at the General Meeting of June 14, 2022 and following a decision by the Board of Directors on July 7, 2022, validated by the AMF market authorities, Robertet has launched a "simplified public tender offer" (OPAS) for its own shares, limited to 10% of the capital. This operation, financed essentially by debt, allows for an increase in shareholder value while giving the company the possibility of financing possible future share allocations or acquisition financing operations through share exchanges. Through this transaction, Robertet wanted to create liquidity for its shareholders and gain flexibility for its future investments.

The result of this operation was known at the end of August 2022 and was successful, as the number of shares presented in the OPAS was greater than the number of shares targeted. Maubert S.A., Robertet's controlling shareholder, was served with 225,243 shares representing 99.67% of the shares targeted by the public exchange offer.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis for preparing the accounts

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

The condensed consolidated financial statements as of June 30, 2022 have been prepared in accordance with the provisions of IAS 34 on interim financial reporting. In application of this standard, only a selection of explanatory notes is included in these condensed financial statements. These notes may be supplemented by reading the consolidated financial statements for the fiscal year ending December 31, 2021. The accounting policies are identical to those applied for the consolidated financial statements for the year ended December 31, 2021.

The Group has not anticipated any standards or interpretations whose application is not mandatory in 2022.

For the presentation of the condensed consolidated interim financial statements for the six months ended June 30, 2022, the Group has applied all the standards and interpretations that have come into force at European level and are applicable to fiscal years beginning on or after January 1, 2022.

These new standards and interpretations are as follows:

Standards and interpretations mandatory as of January 1, 2022

  • Amendments to IFRS 3 Updating references to the conceptual framework
  • Amendments to IAS 16 Revenue recognition before an asset is put into service
  • Amendments to IAS 37 Onerous contracts: costs to be taken into account in recognizing a provision for onerous contracts
  • Annual improvements (2018-2020 cycle)

These new regulations did not have a significant impact on our accounts.

Standards and interpretations adopted by the European Union but not yet applicable

The following texts will be applicable as of January 1, 2023:

  • IFRS 17 Insurance contracts including amendments to IFRS 17
  • Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Significant Accounting Policies
  • Amendment to IAS 8 Definition of Accounting Policies, Changes in Accounting Estimates and Errors: definition of changes in estimates

Standards and interpretations not yet adopted by the European Union

  • Amendments to IAS 1 Presentation of Financial Statements: classification of liabilities as current or non-current
  • Amendments to IAS 12 Income Taxes: Deferred Taxes on Assets and Liabilities Arising from the Same Transaction
  • First-time adoption of IFRS 17 and IFRS 9 Comparative information

The Group has chosen not to apply these standards and interpretations in advance, but has begun to analyze the consequences of their application. The Group will apply these standards in its accounts 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 affect the reported amounts of assets, liabilities, 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 for exercising judgment in determining the carrying amounts of assets and liabilities that cannot

be obtained directly from other sources. The amounts shown in Robertet's future financial statements may differ from the values currently estimated. These estimates and assumptions are reviewed on an ongoing basis.

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

Rules of consolidation

Subsidiaries that are directly or indirectly controlled are fully consolidated. Companies over which Robertet exercises joint control or significant influence are accounted for using the equity method. All of these companies have been consolidated on the basis of the half-yearly financial statements for the period ended June 30, 2022.

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 period-end exchange rate. The translation differences arising from the application of a different exchange rate to the opening equity are recorded in equity in the consolidated balance sheet;
  • income statements are translated at the average rate

for the period. The conversion difference 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 fiscal year ending December 31, 2021.

Scope

The condensed interim financial statements at June 30, 2022 include the financial statements of the companies over which the Robertet Group has direct or indirect de jure or de facto control, as well as those over which it has significant influence.

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

The risk factors are of the same nature as those set out in the 2021 Annual Report (management report) and do not show any significant change over the first half of 2022.

Main related party transactions

Information on related parties is detailed in note 18, which presents the main developments of the first half.

NOTE 3 - GOODWILL

Goodwill on assets breaks down as follows:

30-June-22 31-Dec-21(1)
FLAVORS
Gross Value 37 448 7 879
Depreciation
Net Value 37 448 7 879
FRAGRANCES
Gross Value 17 808 17 808
Depreciation
Net Value 17 808 17 808
RAW MATERIALS
Gross Value 25 069 24 361
Depreciation
Net Value 25 069 24 361
TOTAL NET VALUE 80 325 50 048

(1)Published amounts from the annual consolidated financial statements at December 31, 2021, restated for the impact of the retrospective application of the definitive determination of goodwill relating to the Bionov business combination (see note 1 on significant events of the period).

The change in net values can be analyzed as follows:

30-June-22 31-Dec-2021(1)
Net book values at the beginning of the period 50 048 32 873
Acquisitions(2) 29 569 12 787
Change in consolidation method 4 389
Conversion differences 708
TOTAL 80 325 50 048

(2) This concerns the provisional goodwill relating to the acquisition of Omega Ingredients, a fully consolidated entity in the first half of 2022. This provisional goodwill is allocated to the Flavors CGU in connection with the company's activity.

The determination of this provisional goodwill has been calculated as follows (in thousands of euros), as adjustments may be made to these values in the twelve months following the acquisition:

Overall estimate of the purchase price 31 883
Fair value of financial assets and liabilities at the acquisition date 2 314
GOODWILL 29 569

The analysis of goodwill did not reveal any indication of impairment at June 30, 2022.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT & RIGHTS OF USE

1 - Intangible assets

Intangible assets Value at
31 December 2021(1)
Conversion
differences
Acquisitions Terminations Value at 30 June 2022
Gross value 26 020 828 599 -9 27 438
Intangible assets Value at
31 December 2021
Conversion
differences
Endowments Reversals Value at 30 June 2022
Depreciation 6 630 143 676 -6 7 443
NET VALUE 19 390 19 995

(1) Published amounts from the annual consolidated financial statements at December 31, 2021 restated for the impact of the retrospective application of the definitive determination of goodwill relating to the Bionov business combination (see note 1 on significant events of the period).

2 - Property, plant and equipment

Fixed assets Value at
31-Dec-21
Conversion
differences
Endowments Reversals Other
movements
Change
in scope
Value at
30-June-22
Land 28 906 681 7 55 29 649
Buildings 172 892 5 934 1 703 -512 1 141 181 158
Technical facilities 169 766 5 405 3 342 -70 1 898 180 341
Other fixed assets 21 529 359 649 -87 -761 784 22 473
Assets under
construction
11 212 245 3 132 -513 336 14 412
TOTAL 404 305 12 624 8 833 -157 167 2 261 428 033
Depreciation Value at
31-Dec-21
Conversion
differences
Endowments Reversals Other
movements
Change
in scope
Value at
30-June-22
Land 3 848 7 79 3 934
Buildings 87 140 2 912 3 289 119 42 93 502
Technical facilities 141 189 4 395 4 181 -58 104 149 149 960
Other fixed assets 17 717 203 642 -74 -231 239 18 496
TOTAL 249 894 7 517 8 191 -132 -8 430 265 892

3 - Rights of Use

Rights of use Value at
31 December 2021
Conversion
differences
Acquisitions Terminations Other
movements
Change
in scope
Value at
30-June-22
Buildings 17 586 311 3 201 -417 -367 81 20 395
Technical facilities 13 428 747 58 14 233
Other fixed assets 6 342 187 553 -1 -21 7 060
TOTAL 37 356 1 245 3 812 -418 -388 81 41 688
Depreciation rights of use Value at
31 December 2021
Conversion
differences
Endowments Reversals Other
movements
Change
in scope
Value at
30-June-22
Buildings
11 788 85 1 158 -410 -24 12 597
Technical facilities 8 784 407 241 9 432
Other fixed assets 3 261 104 661 4 026
TOTAL 23 832 596 2 060 -410 -24 26 054

Changes in rights of use during the first half of 2022 can be analyzed as follows:

The residual rent expense as of June 30, 2022 amounts to 0.6 million Euro and represents rent from leases not capitalized under the exceptions provided by the standard.

NOTE 5 - FINANCIAL ASSETS

Non-current financial assets 30-June-22 31-Dec-21
Equity investments accounted for at cost 2 703 2 703
Deposits and guarantees 5 302 4 666
Receivables related to equity investments 3 637 3 417
Other fixed assets(1) 11 060 3 597
Loans 87 60
TOTAL 22 789 14 443

(1) These are long-term investments of Robertet USA.

NOTE 6 - PRODUCTS INVENTORY

30-June-22 31-Dec-21
Raw materials 159 924 127 373
Work in progress and finished goods 79 492 73 803
Gross value 239 416 201 176
Provisions -10 716 -9 537
NET VALUE 228 700 191 639

Impairment losses can be analyzed as follows:

30-June-22 31-Dec-21
Balance at the beginning of the fiscal year 9 537 7 682
Change in scope 21 120
Increases 6 665 6 850
Reversals and uses -5 694 -5 294
Conversion differences 251 180
Other -65
BALANCE AT THE END OF THE PERIOD 10 716 9 537

NOTE 7 - TRADE RECEIVABLES

Breakdown of trade receivables 30-June-22 31-Dec-21
Europe 56 406 43 663
North America 47 138 33 790
South America 15 543 14 589
Asia 33 552 25 035
Other countries 16 735 13 575
TOTAL GROSS RECEIVABLES 169 374 130 652
Provisions for depreciation -8 925 -8 268
TOTAL NET RECEIVABLES 160 449 122 384

Impairment losses can be analyzed as follows:

30-June-22 31-Dec-21
Balance at the beginning of the fiscal year 8 267 7 391
Increases 648 1 082
Change in scope of consolidation 24
Reversals and uses -22 -279
Conversion differences 78 47
Other movements -46 2
BALANCE AT THE END OF THE PERIOD 8 925 8 267

NOTE 8 - OTHER ASSETS

30-June-22 31-Dec-21
Prepaid expenses 7 034 9 793
Other receivables 17 212 11 486
TOTAL OTHER RECEIVABLES AND PREPAYMENTS 24 245 21 279
Current tax assets 2 367 1 656
Deferred tax assets 1 414 1 473
TOTAL 28 026 24 408

NOTE 9 - PROVISIONS

Opening Endowments Uses Change in
exchange rate
Shareholders'
equity
Other Closing
RETIREMENT BENEFITS(2) 10 652 20 1 -2 285 8 388
Other commitments
to employees(2)
2 122 20 -74 109 2 177
Other risks(1) 889 74 -366 19 95 711
RISKS AND EXPENSES 3 011 94 -440 128 95 2 888
TOTAL PROVISIONS 13 663 114 -440 129 -2 285 95 11 276
of which current liabilities 1 786 856
of which non-current
liabilities
11 877 10 420

(1)Other risks mainly relate to social, tax and commercial risks. Each known dispute in which Robertet or Group companies are involved, has been examined at the date of accounts closing, and, following the advice of legal counsel, the provisions deemed necessary have, where appropriate, been set aside to cover the estimated risks.

(2)As the expected impacts are not material, the actuarial assumptions have not been changed in relation to December 31, 2021 for the calculation of retirement benefits and other employee benefits for the Group's French entities (as commitments in France represent 99.5% of the Group's retirement provisions, only the assumptions concerning France are detailed), apart from the discount rate:

30-June-22 30-June-21 31-Dec-21
Discount rate (1) 3,22% 0,79% 0,98%

(1)This corresponds to the Iboxx AA10+ rate

NOTE 10 - FINANCIAL AND RENTAL LIABILITIES

1 - Financial liabilities

Analysis by debt category 30-June-22 31-Dec-21
Long and medium term borrowings 77 906 69 975
Finance leases excluding IFRS 16 67 87
Current bank loans 10 454 3 225
Other financial liabilities(1) 24 874 22 929
Partners' current accounts 803 1 862
TOTAL 114 104 98 078

(1)These debts include :

  • 304,000€ in financial debt on acquisitions based on a price revision clause for Sirius.

  • 6,876,000€ in financial debt on acquisitions based on a price revision clause for Astier Demarest.

  • 16,701,000€ in financial debt on acquisitions based on a price revision clause for Omega Ingredients.

Analysis by repayment schedule 30-June-22 31-Dec-21
Less than a year(1) 37 251 51 093
More than one year and less than five years 71 300 38 869
More than five years 5 553 8 116
TOTAL 114 104 98 078
of which in Euros 71 004 81 534
of which in USD 24 448 16 454
Other currencies 18 652 90

(1)The current portion of financial liabilities breaks down as follows

30-June-22 31-Dec-21
Current portion of borrowings 23 165 34 505
Current portion of other financial liabilities 3 613 13 359
Current portion of finance lease liabilities excluding IFRS 16 19 4
Bank overdrafts 10 454 3 225
TOTAL 37 251 51 093

The breakdown of fixed and variable rate loans is as follows

30-June-22 31-Dec-21
Fixed rate loans 64 051 58 186
Variable rate loans 13 855 11 789
TOTAL 77 906 69 975

Loan repayments for the half of the year amounted to 13,254 K euros, compared with 11,385 K euros at the end of the first half of 2021 and 25,645 K euros for the fiscal year 2021. Loan subscriptions amounted to 15,400 K euros over the semester.

2 - Rental debts

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

0pening New contracts
and renewals
Refunds and
termination
Entry of scope and
other movements
Difference of Closing
RENTAL OBLIGATIONS 14 654 2 880 -1 187 -280 698 16 765
Of which current liabilities 3 225 4 019
Of which non-current
liabilities
11 429 12 746
Analysis by repayment schedule 30-June-22 31-Dec-21
Less than a year 4 019 3 225
More than one year and less than five years 7 047 6 019
More than five years 5 699 5 411
TOTAL 16 765 14 654
Of which in Euros 4 531 4 872
Of which in USD 8 787 6 686
Other currencies 3 447 3 095

NOTE 11 - CURRENT LIABILITIES

30-June-22 31-Dec-21
Tax and social security liabilities 25 965 26 279
Other debts 14 450 10 975
Deferred income 1 177 1 069
TOTAL 41 591 38 323

NOTE 12 - SECTOR INFORMATION

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

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

  • Raw materials
  • Fragrances
  • Flavors

Internal reporting to the PDO corresponds to the operational areas identified above.

As of June 30, 2022 Raw materials Fragrances Flavors Total
Consolidated revenues 105 207 127 739 125 919 358 865
Current operating income 19 545 17 633 22 208 59 386
Net income, Group share 14 661 14 159 16 665 45 485
GOODWILL 25 069 17 808 37 448 80 325
PROPERTY, PLANT AND
EQUIPMENT & RIGHTS OF USE
61 497 56 109 60 169 177 775
As of June 30, 2022 Raw materials Fragrances Flavors Total
Consolidated revenues 78 098 112 152 107 379 297 629
Current operating income 12 303 19 854 16 732 48 889
Net income, Group share 10 772 14 473 12 838 38 083
GOODWILL 20 497 17 808 7 879 46 184
PROPERTY, PLANT AND
EQUIPMENT & RIGHTS OF USE
55 080 51 750 53 889 160 719
As of December 31, 2021 Raw materials Fragrances Flavors Total
Consolidated revenues 168 797 226 000 211 288 606 085
Current operating income 27 140 36 781 29 666 93 587
Net income, Group share 20 577 28 772 22 362 71 711
GOODWILL 24 361 17 808 7 879 50 048
PROPERTY, PLANT AND
EQUIPMENT & RIGHTS OF USE
60 053 53 391 54 491 167 935

NOTE 13 - DEPRECIATION AND PROVISIONS

30-June-22 30-June-21 31-Dec-21
Depreciation on fixed assets 10 664 10 223 20 766
Charges and reversals of provisions(1) 1 491 2 137 2 909
TOTAL 12 155 12 360 23 675

(1)Charges to and reversals of provisions relate to inventories, receivables and provisions for liabilities and charges (see notes 6, 7 and 9).

NOTE 14 - FINANCIAL RESULT

30-June-22 30-June-21 31-Dec-21
Interest on loans and similar charges -657 -456 -1 002
Income from securities 235 27 193
Net financial cost -422 -429 -809
Foreign exchange (losses) -1 447 -2 053 -2 440
Foreign exchange (gains) 2 802 2 658 3 284
Other -362 -57 -112
Other financial income and expenses 993 548 732
TOTAL 571 119 -77

NOTE 15 - TAXES

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

30-June-22 31-Dec-21
Net income before
Net income tax
taxes
(expense)/income
Net income
before tax
Net income tax
(expense)/income
French companies of the Group 39 296 -10 007 52 934 -13 317
Other Group companies 20 733 -4 776 40 735 -9 390
TOTAL 60 029 -14 783 93 669 -22 707
30-June-22 31-Dec-21
Current tax -15 278 -25 708
Net deferred tax 495 3 001
TAX -14 783 -22 707

Tax assets and liabilities can be analyzed as follows:

30-June-22 31-Dec-21 Variation
Deferred tax assets 1 414 1 473 -59
Deferred tax liabilities 9 105 9 029 76
NET DEFERRED TAX -7 691 -7 556 -135

(1)Published amounts from the consolidated financial statements at December 31, 2021, restated for the impact of the retrospective application retrospective application of the definitive determination of goodwill relating to the Bionov business combination (see note 1 on significant events of the period).

30-June-22 31-Dec-21(1)
Net deferred tax assets/liabilities at January 1 -7 556 -7 609
Recognized in equity -593 -2 966
Perimeter entry -114
(Expense)/revenue 495 3 001
Conversion differences 76 18
TOTAL -7 691 -7 556
Of which deferred tax liabilities 9 105 9 029
Of which deferred tax assets 1 414 1 473

NOTE 16 - TREASURY

Net cash position 30-June-22 30-June-21 31-Dec-21
Cash 111 404 129 083 172 246
Marketable securities 16 354 15 499 17 756
Bank overdrafts -10 454 -1 952 -3 225
TOTAL 117 303 142 630 186 777
Analysis of changes in working capital 31-Dec-21 Foreign exchange
and other flows
Cash flow 30-June-22
Inventories and work in progress 201 176 10 086 28 153 239 415
Trade and other receivables 151 937 7 141 34 541 193 620
Trade and other payables -92 178 -4 745 1 004 -95 920
Gross working capital requirement 260 935 12 482 63 698 337 115
Impairments -17 811 -232 -1 597 -19 640
Net working capital requirement 243 124 12 250 62 101 317 475

Marketable securities consist of certificates of deposit and other short-term, liquid investment products with a maturity of less than three months:

31-Dec-21 Variation Conversion differences 30-June-22
Marketable securities 17 756 -2 689 1 288 16 354
TOTAL 17 756 -2 689 1 288 16 354

NOTE 17 - CALCULATION OF EARNINGS PER SHARE

The calculation of basic and diluted earnings per share for the periods ended June 30, 2022, December 31, 2021 and June 30, 2021 is presented below

Basic result 30-June-22 31-Dec-21 30-June-21
Net income attributable to the Company's shareholders (in
thousands of euros)
45 061 71 711 38 070
Weighted average number of common shares and invest
ment certificates outstanding (in thousands)
2 312 2 313 2 311
BASIC EARNINGS PER SHARE (IN EUROS) 19,49 31,00 16,48
Diluted earnings 30-June-22 31-Dec-21 30-June-21
Net income attributable to the Company's shareholders (in
thousands of euros)
45 061 71 711 38 070
Weighted average number of common shares
and investment certificates outstanding (in thousands)
2 312 2 313 2 311
Weighted average number of shares used to calculate di
luted earnings (in thousands)
2 312 2 313 2 311
DILUTED EARNINGS PER SHARE (IN EUROS) 19,49 31,00 16,48

NOTE 18 - INFORMATION ON 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 1,721 thousand euros for the first half of 2022 (no sales during the period).

In addition, a bonus share plan has been set up as described below, authorized by the Board of Directors on June 14, 2022:

Free shares granted to each executive director during the fiscal period

Date of the plan Number
of shares
Conditions of
acquisition
Date
of acquisition
Date
of availability
Philippe MAUBERT 14/06/2022 630 free 14/06/2023 14/06/2025
Christophe MAUBERT 14/06/2022 395 free 14/06/2023 14/06/2025
Olivier MAUBERT 14/06/2022 395 free 14/06/2023 14/06/2025
Lionel PICOLET 14/06/2022 355 free 14/06/2023 14/06/2025
Jérôme BRUHAT 14/06/2022 302 free 14/06/2023 14/06/2025
Jérôme BRUHAT 14/06/2022 785 free 14/06/2025 14/06/2027

In addition, the bonus share plan granted in June 2021 was definitively acquired by each executive officer during this half-year:

Free shares granted to each executive director during the fiscal period

Date of the plan Number
of shares
Conditions of
acquisition
Date
of acquisition
Date
of availability
Philippe MAUBERT 09/06/2021 440 free 09/06/2022 09/06/2024
Christophe MAUBERT 09/06/2021 225 free 09/06/2022 09/06/2024
Olivier MAUBERT 09/06/2021 225 free 09/06/2022 09/06/2024
Lionel PICOLET 09/06/2021 250 free 09/06/2022 09/06/2024

Note 23 to the 2021 annual report provides details of all such compensation.

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 the second half.

NOTE 20 - LIST OF CONSOLIDATED SUBSIDIARIES

Entities Countries % of control Consolidation method
Robertet GMBH Germany 100% N
O
I
T
A
R
G
E
Robertet Argentina Argentina 100%
Robertet Do Brasil Brazil 100%
Robertet Espana Spain 100%
Robertet USA United States 100%
Robertet Canada Canada 100%
Robertet Italia Italy 100%
Robertet Hiyoki Japan 100%
Robertet de Mexico Mexico 100%
Robertet UK United Kingdom 100%
Omega Ingedients United Kingdom 100%
Robertet et Cie SA Switzerland 100%
Robertet Turkey Turkey 100%
Robertet South Africa Aromatics South Africa 100%
Arco France 100% T
Charabot China China 100% N
Robertet Corée Korea 100%
Robertet China China 100% I
Robertet India India 100% L
Plantes Aromatiques du Diois France 100% A
Robertet Bulgaria Bulgaria 100% B
O
L
Robertet Andina Colombia 100%
Robertet Asia Singapore 100%
Robertet Private LTD India 100%
Robertet Indonesia Indonesia 100%
Robertet Africa France 78% G
Sirius France 100%
Astier Demarest France 60%
Bionov France 100%
Hitex SAS France 50% EQUALIZATION

ACTIVITY REPORT FOR THE FIRST HALF OF 2022

ACTIVITY REPORT FOR THE HALF OF 2022

The year 2022 began in a context of inflationary tension, affecting in particular the price of raw materials as well as a shortage of transport capacity impacting logistics costs. Tensions worsened following the war in Ukraine, leading to a humanitarian crisis, but also to an economic crisis with unprecedented pressure on energy costs, resulting in increased inflation and supply risks. Although only marginally affected in terms of its sales and supplies, Robertet remains attentive to the pressure on its costs and margins in the current unpredictable context.

As the covid-19 pandemic has subsided, Robertet has resumed normal industrial and commercial activity, while maintaining strict and vigilant hygiene rules. The pandemic therefore had a moderate to low impact on the company's business during the first half of the year, but Robertet continued to scrupulously follow the health rules imposed by the authorities in the countries in which it operates.

Robertet had a strong start to the year thanks to the recovery in consumption, the appeal of natural products and its ability to respond to the demands of a variety of customers. It was driven by new acquisitions and favorable exchange rates.

At the end of June 2022, consolidated revenues totaled 358.9 million euro, up 20.6% compared to the first half of 2021. At constant exchange rates, the increase was +15.2%, given the strong rise of the US dollar against the euro.

Like-for-like growth in the first half of 2022 was +10.9% (+5.8% at constant exchange rates and scope of consolidation), with organic growth contributing around half of the growth. The other half came from acquisitions made in 2021, such as Astier-Demarest and Bionov in France, Ecom in Canada and, since the second quarter of 2022, Omega Ingredients in the United Kingdom.

The performance of the Ingredients Division was good with an increase of +25.7% in the first half, boosted by acquisitions. Organic growth was weak due to the temporary decline in aromatherapy and organic products.

The Flavors Division accelerated to +19.3% (+12.3% at constant rate), driven by the acquisition of Ecom in Canada. The beverage, dairy and spice categories were buoyant.

The Health and Beauty division, which specializes in natural active ingredients, continues its strong rise with growth of +66.6% (+57.0% at constant exchange rates) thanks to strong demand for food supplements and the acquisition of Bionov.

Robertet Grasse, which mainly serves Europe, has started the year with a first half-year growth of +14.2% (+13.6% at constant exchange rates). Due to the difficulties of purchasing power, there has been a slowdown in sales of organic ingredients in Europe, but Robertet nevertheless continues to believe fundamentally in these channels for the future.

Latin America excluding Brazil, South and North Asia and India also produced double-digit growth. Countries such as Spain, Mexico, Japan, India and Singapore were particularly strong drivers of growth.

It should be noted that the USA performed less well, up +5.0% (-4.8% at constant exchange rates) due to the sharp decline in the ingredients division, penalized by the temporary decline of major aromatherapy customers with high inventories. Similarly, Brazil experienced recurrent difficulties with a modest performance of +2.9% (-12% at constant exchange rates).

Operating margin performance is impacted by sharp increases in raw material, energy and transport costs and lost 130 bps compared with H1 2021. EBITDA increased by +16.8% and net income by +18.4%. Negotiations are underway with customers to share the impact of sudden increases in certain costs, while securing supplies. EBITDA was also boosted by acquisitions, without which it would have risen by only +11.1%.

The Robertet Group is pursuing its policy of targeted acquisitions in order to accelerate its growth and to strengthen its expansion strategy in the natural world and internationally.

The integration of the above-mentioned companies is being pursued with continuity and by identifying sources of synergy. This policy will continue in the years to come. The beginning of the year was marked by a new acquisition within the Flavors Division, Omega Ingredients. This company is a specialist in natural flavours in the United Kingdom and brings its expertise in natural ingredients and start-up customers or innovative brands. It also strengthens Robertet's geographical footprint in the Englishspeaking world.

The Robertet Group expands its approach to corporate social responsibility (CSR) by confirming its good Ecovadis and CDP scores. The company has also undertaken an ambitious program to obtain "Fair for Life" or "UEBT" certification for its major natural resources.

The CSR objectives for 2030 are well monitored and are making significant progress.

As announced in the previous report, the governance of the Robertet Group has been modified and validated by the General Meeting of June 14, 2022. As of July 1, the functions of Chairman of the Board of Directors and Chief Executive Officer have been separated. Mr Philippe Maubert will remain Chairman of the Group in order to ensure its continuity, independence and major strategic directions. The Chief Executive Officer is Mr Jérôme Bruhat, who joined Robertet in February as Deputy CEO. He arrives after more than 30 years of experience within a leading French industrial group in cosmetics, including 22 years spent abroad. His mission will be to pursue growth, maintain natural leadership and modernize the company.

In addition, the composition of the Board of Directors has been modified: the terms of Isabelle Maubert, Olivier Maubert and Lionel Picolet have not been renewed, while Elie Vannier joins the Board to represent the family holding company Maubert SA.

In accordance with a resolution voted at the General Meeting of 14 June 2022 and following a decision by the Board of Directors, confirmed by the AMF, Robertet has launched a "simplified tender offer" for its own shares, limited to less than 10% of the capital. This operation, financed by debt, allows for an increase in shareholder value, while enabling the company to finance any future share allocations or acquisition financing operations by means of a share exchange. Robertet is therefore enabling shareholders who wish to recover liquidity and is offering to these loyal shareholders improved performance per share, while retaining strong capacity for future external growth.

Robertet's main shareholder, the family holding company Maubert SA, has also reaffirmed its loyalty to the company and its desire for independence. The roots of its growth are the company's core values for decades: expertise in natural products, passion for quality and a spirit of international conquest. Its unique model, based on a deep knowledge of naturalness and raw material chains, continues to attract customers and partners of all sizes and all over the world.

For the year 2022 as a whole, Robertet is aiming for a published consolidated growth rate of 7 to 9%, in anticipation of a second half of the year that will be marked by a decline in the consolidation effects of new companies, by continued pressure on supplies and cost prices, and by general economic uncertainty.

Financial statements for the period ended June 30, 2022

CERTIFICATION OF THE PERSONS RESPONSIBLE OF THE HALF-YEAR FINANCIAL REPORT

Jérôme BRUHAT Chief Executive Officer

Philippe MAUBERT Chairman of the Board of Directors

Grasse, September 22, 2022

CERTIFICATION OF THE PERSONS RESPONSIBLE FOR THE 2022 INTERIM FINANCIAL REPORT

We certify that, to the best of our knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss 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, of their impact on the interim financial statements, of the main transactions between related parties and of the outlook for the remaining six months of the year.

Financial statements for

the period ended June 30, 2022

STATUTORY AUDITOR'S REVIEW REPORT ON THE HALF-YEARLY FINANCIAL INFORMATION 2022

For the period from January 1st, 2022 to June 30th, 2022

To the Shareholders,

In compliance with the assignment entrusted to us by your General Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Robertet S.A., for the period from January 1st, 2022 to June 30th, 2022;
  • the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly 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 information.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

Marseille, on the September 29th, 2022 KPMG Audit Département de KPMG S.A. Loïc Herrmann Partner

Lyon, on the September 29th, 2022 COGEPARC Christian Laurain Partner

Loïc HERRMANN ASSOCIATE

Christian LAURAIN

ASSOCIATE

COGEPARC

Member of PKF International Le Thélémos 12 quai du Commerce 69009 LYON

ROBERTET

Société Anonyme 37 avenue Sidi- Brahim 06130 GRASSE

KPMG Audit 48 avenue du Prado CS 90021 13272 MARSEILLE CEDEX 8

HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS

30 JUNE 2022

CONTACT

Isabelle PARDIES

Chief Financial Officer [email protected] Tel. +33 (0)4 93 40 33 04