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Solvac S.A. Earnings Release 2013

Feb 26, 2014

4004_er_2014-02-26_6c29c62f-8095-45cf-9960-cef7ecbaf0e8.pdf

Earnings Release

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SOLVAC SOCIETE ANONYME Rue de Ransbeek 310 - B-1120 Brussels - Belgium

External Communications and Investor Relations Tel. +32 2 264 15 01 Fax +32 2 264 15 02

Embargo, 26 February 2014 at 07h30 REGULATED INFORMATION

SOLVAC: CASH PROFITS AND DIVIDENDS UP IN 2013 COMPARED WITH 2012

  1. Solvac's cash income, fed by dividend flows from the Solvay holding, stands at EUR 85.1 million compared with 78.4 million in 2012, an increase of 8.6 % while the 2012 dividend paid out by Solvay was up by 4.2 %. This is explained by the fact that the revenue from the Solvac holding in 2013 comprises the 2012 Solvay final dividend (up by 6.9 % compared with the 2011 final dividend) and the 2013 Solvay interim dividend (up by 11.1 % compared with the Solvay 2012 interim dividend). This effect is shown in the table below:
Million EUR 2012 2013
Cash income: '8 4 $+86%$
Of which: - Solvay final dividend $+69\%$
- Solvay interim dividend 30 6 34 N $+111\%$
Business expenses (incl. financial
charges)
Cash result:

To the extent that the statutory accounts (see 3 below) will allow it, the proposed amount of dividends to be distributed by Solvac is decided by the Board of Directors on the basis of the cash result and after costs are covered (principally, costs of borrowings).

  1. The Board of Directors has closed the consolidated financial statements of Solvac as at 31 December 2013. These accounts have been submitted to the statutory auditor and are presented in accordance with IFRS.
CONSOLIDATED INCOME STATEMENT
EUR Million 2012 2013
Income from investments accounted for under 173 83
the equity method
Operating costs
Capital gain from sale of Solvay shares
Cost of borrowings - -
Net income 168 78
Net earnings per share $(EUR)^{(1)}$

$(1)$ The net earnings per share and the diluted net earnings per share are identical. The number of shares used for per share calculation is 15,273,681 in 2012 and 15,267,881 in 2013.

As at 31 December 2013, Solvac recorded a consolidated net income of EUR 78 million (EUR 5.1 per share) compared with EUR 168 million (EUR 11.0 per share) over the same period in 2012.

  1. The Board of Directors has issued the following figures for Solvac SA in 2013:
EUR thousand 2012 2013
Recurrent financial result 73,465 80,411
Other recurrent result $-761$ $-918$
Recurrent result 72,704 79,495
Capital gains
Profit before taxes 72,704 79,495
Profit after taxes 72,703 79.495
Gross payment to shareholders 69.164 72,064
Retained earnings 3.539 7431

In the absence of extraordinary items both in 2012 and 2013, the recurrent result is identical to the profit before taxes. The profit after taxes amounted to 79.5 million EUR in 2013 against 72.7 million EUR in 2012.

In 2013, the level of retained earnings is exceptionally high (EUR 7.4 million) considering the double increase of the Solvay dividend (2012 final dividend and 2013 Interim dividend), or a dividend flow of EUR 3.33 per Solvay Share.

As from 2014, and in accordance with the board of directors decision to use the retention to reduce the indebtedness (short term) of the company (reduced by EUR 5 million at the end of the year) the flow will return at EUR 3.2 at constant Solvay dividend.

Early 2014, the balance of retained earnings was used to acquire 19,000 Solvay shares (EUR 2 million).

  1. Two interim dividends were paid, respectively on 26 September 2013 and on 27 December 2013, the latter in fact constituting the final dividend, to be confirmed by the General Assembly. In total, the 2013 gross dividend per share increased by 4.3% compared to 2012:

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201° 2013
Gross dividend per share
distribution in the character of the complete that the control of the complete and provide a property provided and anticipated in the control of the control of the control of the control of the control of the control of th
EXPORTED SOMETIME SECOND DESCRIPTION OF A REPORT OF A REAL PROPERTY AND ARRESTS OF A REAL PROPERTY AND RELEASED FOR A REPORT OF A REAL PROPERTY AND RELEASED FOR A REPORT OF A REAL PROPERTY AND RELEASED FOR A REPORT OF A R
$ -$
  1. Noted on the 24th of February, the Solvay's Board of Directors has decided of the 2013 final dividend to be paid on May $20^{th}$ 2014 and amounting to 1.40 EUR (1.8667 EUR before taxes) by share.

NOTES

1. Financial statements

Deloitte will issue an unqualified audit report on the annual accounts as at 31 December 2013 and has confirmed that the accounting information contained in this press release requires no comments on its part and is in agreement with the annual accounts. The complete audit report relating to the audit of the annual financial information will be part of the annual report 2013 which will be published on internet (www.solvac.be) on 31 March 2014.

2. Content

This press release contains regulated information and is established in compliance with IAS 34. The risk analysis included in the annual report which will be available on internet (www.solvac.be)

3. Solvac shares

2012 2013
Number of shares issued at the end of the period 15 267 881 15 267 881
Average number of shares for calculating IFRS earnings
per share
15 273 681 15 267 881
Average number of shares for calculating IFRS diluted
earnings per share
15 273 681 15 267 881

4. Statement by responsible persons

Mr JP. Delwart, Chairman of the Board, and Mr B. de Laguiche, Managing Director of Solvac, hereby confirm that, to the best of their knowledge:

  • a) The summary financial statements, prepared in conformity with applicable accounting standards, reflect a true and fair view of the net worth, the financial situation and results of the Solvac Group and of Solvac S.A.;
  • The intermediate report contains a faithful presentation of significant events occurring in the 2013 $h$ financial year and their impact on the summary financial statements.
  • There are no transactions with related parties. $c)$

Key dates for financial communications

  • 31 March 2014: publication of 2013 annual report at www.solvac.be
  • 13 May 2014: Ordinary General Meeting of the Shareholders (3.30 pm) followed by an Extraordinary $\overline{a}$ General Meeting
  • 1 August 2014 : results from the first half 2014 and announcement of first interim dividend for 2014
  • 25 September 2014: payment of the first interim dividend for 2014
  • 12 December 2014: announcement of second interim dividend for 2014
  • 29 December 2014: payment of second interim dividend for 2014

For additional information, please contact:

SOLVAC S.A. Investor Relations Rue des Champs Elysées, 43 1050 Bruxelles Tel.: 32/2/639.66.30 Fax: 32/2/639 66 31 Mail: [email protected]

Dit persbericht is ook in het Nederlands beschikbaar - This press release is also available in English

Solvac – Consolidated financial statements

The financial statements that follow were approved by the Board of Directors on 25 February 2014. They were prepared in compliance with the IFRS accounting standards described on the following pages. The information on related parties required under IAS 24 is included in the chapter on "Corporate Governance".

Consolidated income statement

EUR million Notes 2013 2012
Income from equity-method investment 83 173
Operating costs -1 -1
Capital gain from sale of shares 0
Interest on borrowings 2 -5 -5
Net income 78 168
Net earnings and diluted earnings per share (EUR) (3) 5. 11.0

Consolidated statement of total comprehensive income

EUR million Notes 2013 2012
Net income 78 168
Other comprehensive income
Recyclable items
Hyper inflation 9
Gains and losses on re-measuring available-for-sale
financial assets
$-7$ 4
Gains and losses on hedging instruments in a cash-flow
hedge
$-3$ 3
Currency translation differences (activities abroad) -97 $-37$
Non-recyclable items
Re-evaluation of net liability on defined-benefit pension
plans
33 $-127$
Tax expenses with respect to recyclable and non-
recyclable items
Tax expenses with respect to recyclable and non-
recyclable items
$-12$ 14
Other comprehensive income after tax effects $-76$ $-143$
Comprehensive income (4) 2 25

Consolidated cash flow statement

EUR million Notes 2013 2012
Net result 78 168
Interest expenses 5 5
Income from equity-method investment -83 $-173$
Changes in taxes 2
Changes in working capital (5) $-3$ $-2$
Dividends received from Solvay 85 79
Cash flow from operating activities 82 78
Acquisition of Solvay shares 0 $-2$
Sale of Solvay shares 0 0
Cash flow from investing activities $\mathbf{0}$ $-2$
Capital increase $\Omega$ 0
Acquisition of treasury shares 0 $-1$
Changes in borrowings (6) $-5$ $-1$
Interest paid $-5$ -5
Dividends paid (7) $-72$ $-69$
Cash flow from financing activities -82 $-76$
Net change in cash and cash equivalents $\bf{0}$ 0
Opening cash balance $\Omega$ 0
Closing cash balance 0

Consolidated balance sheet

EUR million Notes 2013 2012
ASSETS
Intangible assets $\Omega$
Non-current assets: equity-method investments (1) 2516 2 2 3 0
Goodwill 342 342
Equity-method investments, excluding goodwill 2 1 7 4 1889
Current assets: short-term receivables (8) 34 31
Cash and cash equivalents 0
Total assets 2 5 5 0 2 2 6 1
EQUITY AND LIABILITIES
Equity (9) 2 3 8 9 2096
Share capital 138 138
Reserves 2 2 5 1 1958
Non-current liabilities: long-term financial debt (2) 110 110
Current liabilities 52 55
Short-term financial debts (6) 41 46
Tax liabilities 8 7
Other current liabilities 3 3
Total equity and liabilities 2 5 5 0 2 2 6 1

Consolidated statement of changes in equity

EUR million Share
capital
Treasury
shares
Issue
premiums
retained
earnings
Hybrid
bond
Currency
translations, fair
value differences
and defined benefit
pension plans
Total
equity
Balance as at 31/12/2011 published 138 $-2$ 173 1,990 $-156$ 2,143
IAS19 revised $-6$ -6
Balance as at 31/12/2011 138 $-2$ 173 1,984 $-156$ 2,137
Comprehensive income 168 $-143$ 25
Dividends $-69$ $-69$
Acquisition/ sale of treasury shares -1 $-1$
Scope and other variations 3 4
Balance as at 31/12/2012 138 0 173 2,084 -299 2,096
Comprehensive income 78 -75 $\overline{2}$
Dividends $-72$ $-72$
Hybrid bond 367 367
Acquisition/ sale of treasury shares $\mathbf 0$
Scope and other variations $-4$ $-4$
Balance as at 31/12/2013 138 0 173 2,085 367 $-374$ 2,389

Appendix to the consolidated financial statements

IFRS accounting policies

The main accounting policies used in preparing these consolidated financial statements are set out below:

1. Accounting policies

Solvac (the Company) is a public limited company, incorporated under Belgian law, quoted on Euronext Brussels. The Company's main activity is the 31 % holding in Solvay.

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

IFRS as adopted by the European Union

Standards and interpretations applicable for the annual period beginning on 1 January 2013

  • IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013) $\mathfrak{g}$
  • Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January $2013)$
  • Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards Government Loans (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IFRS 7 Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IAS 1 Presentation of Financial Statements Presentation of Items of Other Comprehensive Income (applicable for annual periods beginning on or after 1 July 2012)
  • Amendments to IAS 12 Income Taxes Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2013)
  • Amendments to IAS 19 Employee Benefits (applicable for annual periods beginning on or after 1 January $\bar{\mathbf{z}}$ $2013)$

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2013

IFRS 9 Financial Instruments and subsequent amendments (not yet endorsed in EU)

  • IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January $2014$
  • IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014)
  • IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014)
  • IFRS 14 Regulatory Deferral Accounts (applicable for annual periods beginning on or after 1 January 2016)
  • IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014)
  • IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014)
  • Improvements to IFRS (2010-2012) (normally applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)
  • Improvements to IFRS (2011-2013) (normally applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)
  • Amendments to IFRS 10, IFRS 12 and IAS 27 Consolidated Financial Statements and Disclosure of Interests in Other Entities: Investment Entities (applicable for annual periods beginning on or after 1 January $2014$
  • Amendments to IAS 19 Employee Benefits Employee Contributions (applicable for annual periods beginning on or after 1 July 2014, but not yet endorsed in EU)
  • Amendments to IAS 32 Financial Instruments: Presentation Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014)
  • Amendments to IAS 36 Impairment of Assets Recoverable Amount Disclosures for Non-Financial Asset (applicable for annual periods beginning on or after 1 January 2014)
  • Amendments to IAS 39 Financial Instruments Novation of Derivatives and Continuation of Hedge Accounting (applicable for annual periods beginning on or after 1 January 2014)
  • IFRIC 21 Levies (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in $EU$ )

The application of other standards and new interpretations or amendments should not have an impact on the company's consolidated financial statements. Nevertheless, detailed information with respect to the future application of these provisions by Solvay can be found in the Solvay Annual Report.

2. Consolidation

Since the Board of Directors believes that Solvac has a significant influence on Solvay, the holding in Solvay S.A. has been integrated into Solvac's consolidated financial statements using the equity method. This method takes into account the Solvac S.A. share in the financial statements of the Solvay Group, prepared on 31 December of the accounting year, using the Solvay IFRS accounting standards (cf. Solvay Annual Report). The goodwill represents the difference between the acquisition cost and the Group's share in the fair value of any identifiable assets and liabilities of a subsidiary at the acquisition date.

3. Information by sector

In view of the nature of the company's holding in Solvay, it is not relevant to present information by sector of activity or by geographical area. This information relating to the holding in Solvay can be found in the latter's financial statements.

4. Impairment of assets

At the end of each accounting year, the Group reviews the carrying amount of its holding for indications of potential impairment of assets. If such indications exist, the recoverable value of the asset is estimated in order to establish the extent of any impairment loss.

5. Financial instruments

The company is not subject to significant risks for its financial instruments in the light of the following:

  • Solvay is an associated company under the equity method and does not therefore constitute a financial asset covered by IFRS 7:
  • the other financial assets (Solvay receivables and cash) represent non-significant amounts with negligible credit risk:
  • the financial debts are at fixed rates.

- Bank loans

Bank loans and overdrafts are accounted for in the net amount received. Financial expenses, including any settlement or redemption premiums, are covered for the period of availability.

- Cash and cash equivalents

Cash and cash equivalents comprise cash and demand deposits, short-term investments (less than 3 months) and highly-liquid investments readily convertible into known amounts of cash, subject to an insignificant risk of any change in value.

6. Product registration

A product is recognised when it is likely to be acquired and as soon as its value can be reliably measured.

Interest earnings are recorded in the income statement on a pro rata basis.

7. Estimates and significant judgements when applying an accounting method

Over and above the estimates and significant judgements made by Solvay when applying accounting methods (see Solvay's Annual Report), the key estimate made by the Board of Directors on 31 December 2013 concerns the recoverable value of its holding in Solvay.

Based on both quantitative and qualitative elements, the Board believes this value to be greater than the holding's book value so that there is no impairment of any kind to be recorded at the close of the accounting year.

$\bar{\lambda}$

Notes to the consolidated financial statements

(1) Investments accounted for under the equity method

These include Solvac's 31 % holding in Solvay S.A. (after deducting the treasury shares held by Solvay).

The value of the holding under the equity method amounts to EUR 2,516 million (of which 342 of goodwill and 2,174 of value excluding goodwill). Based on the stock-exchange price of 31 December 2013, the value amounts to EUR 2,939 million.

The evolution of goodwill is as follows:

EUR million 2013 2012
Value at 1
January
342 341
Sold during the year
Acquired during the year
Value at 31 December າ 4 ຕ

The evolution of the holding under the equity method, excluding goodwill, is as follows:

EUR million 2013 2012
Value at 1
January
1889 1930
Sold during the year
Acquired during the year 2
Result * 83 173
Distribution -85 $-79$
Currency translation and fair value diff. 287 $-137$
Value at 31 December 2 174 1889

*In 2013, Solvac's share in the net income of the Solvay Group, excluding minority interests, amounted to EUR 83 million (2012: EUR 173 million). In 2013, Solvac's share in the results from discontinued operations amounted to EUR 20 million (2012: EUR 13 million).

The summary consolidated financial statements of the Solvay Group are as follows:

2012 2012 2013
EUR million restated
Total assets 18 3 28 18 330 18 433
Total liabilities 11 732 11 756 10.980
Sales 12 435 10.910 10 367
Net income 584 563 270

(2) Long-term financial debt

Debts with maturity of more than one year are stable and amount to EUR 110 million (borrowings from BNP Paribas Fortis). This represents the structural indebtedness of Solvac: i.e. borrowings of EUR 50 million (maturing in 2017; fixed rate of 3.85%) and borrowings of EUR 60 million - refinanced at end 2013 (maturing in 2020; fixed rate of 3.20%). Interest on debts at more than one year amounted to EUR 5 million for the accounting year 2013.

(3) Net earnings per share

Net earnings per share and diluted net earnings per share are identical. The number of Solvac shares was 15,267,881 at the end of 2013 and also at the end of 2012.

(4) Comprehensive income

In 2013, the Solvay Group decided to change the method for evaluating social provisions, revised IAS19. Equity was restated as from 1/1/2012.

(5) Changes in working capital

These changes concerned primarily the increase in the Solvay claim (interim dividend in respect of 2013).

(6) Short-term liabilities

These include a straight loan taken out on 24/12/2013 in the amount of EUR 41 million (maturing on 23/01/2014; at a fixed rate of 0.882% per year) to finance the balance of the dividend paid on 27 December 2013 and to make a reimbursement to the Solvay current account.

(7) Dividend paid

The dividends paid in this period amount to EUR 72 million comprising the 2013 interim dividend paid on 26 September 2013 (EUR 42 million) and the balance of the 2013 dividend paid on 27 December 2013 (EUR 30 million).

(8) Short-term receivables

These comprise primarily the interim dividend to be received from Solvay.

(9) Total equity

The information relating to capital and shares is set down in the notes to the statutory accounts. Total equity at the end of 2013 amounted to EUR 2,389 million and included direct negative bookings in equity of EUR 380 million. The latter arise from currency translation and the mark-to-market of Solvay financial instruments.

(10) Treasury shares

Solvac did not acquire any treasury shares with a view to annulment in 2013.

(11) Financial instruments

2013 2012
EUR million Net
carrying
amount
Fair
value
Net
carrying
amount
Fair
value
Financial assets at fair value through
P&L - on initial recognition
0 0 0 0
Financial assets at fair value
Through P&L - held for trading
0 0 0 0
Held-to-maturity investments 0 0 0 0
Loans and receivables (incl. cash and cash
equivalents)
34 34 31 31
Available-for-sale investments 0 0 $\Omega$ 0
Fnancial liabilities at fair value
through P&L - at initial recognition
0 0 $\Omega$ 0
Financial liabilities at fair value through
P&L - held for trading
0 0 $\Omega$ 0
Financial liabilities measured at amortised
Cost (incl. trade liabilities)
154 159 160 173

With respect to loans and receivables, book value is a good approximation of fair value. With regard to financial liabilities at amortised cost, the net book value of long-term financial debt (EUR 110 million, cf. note 2) is calculated at their fair value (estimated at EUR 115 million). The fair value of fixed-rate debt was calculated using the discounted cash flow method. The net book value of other financial liabilities is a good approximation of their fair value. Thus, the determined fair values are considered as level 2.

(12) Relations with the directors of the consolidating company

Compensation and pensions: the directors' duties are performed free of charge.

Advances and loans provided by the consolidating company or by an affiliated company: the current account with Solvay S.A. (zero balance at end 2013) is compensated at the Solvay Group internal financing rate (Euribor incremented with a spread).

(13) Off-balance-sheet posts

Real coverage by the company on its own assets: collateralisation of 1,463,416 Solvay shares in favour of BNP Paribas Fortis for a sum of EUR 168 million.

(14) List of consolidated companies

Groupe Solvay accounted for by the equity method