Half year report 20I2
PROTECTION THROUGH INNOVATION
C ntent Management statement
P.3
Half year report of the Board of Directors
P.4
Group structure
P.6
Developments by division
P.9
Balance sheet and cash flow statement
P.9
Outlook for 2012
P.9
Content financial part
2
P.11
Management statement Obligations to provide periodic information under the Transparency Directive effective from 1 January 2008 The undersigned declare that: >The half year accounts, prepared in accordance with the applicable standards for annual financial statements, give a true and fair view of the net assets, financial condition and results of Sioen Industries and the companies included in the consolidation. >The half year report gives a true and fair overview of the development and results of the company and the position of Sioen Industries and the companies included in the consolidation, and a description of the principal risks and uncertainties that they face. Michèle Sioen, CEO Geert Asselman, CFO
The full financial report will be available from 31 August 2012 in the ‘Investor Relations’ section of our website www.sioen.com.
P3
Half year report of the Board of Directors Sioen Industries nv is a producer of technical textiles, fine chemicals and hightech protective clothing.
> Net sales: At the end of the first half of 2012 the Sioen Industries Group realized sales from continuing operations of EUR 167.1 million compared to EUR 165.4 million from comparable activities over the same period in 2011 or an increase by 1.0 %. The main drivers behind the growth in sales are the Apparel and Coating divisions.
> Gross margin: Lowering inventory levels and a changing sales mix caused a drop in gross margin with EUR 1.8 million to EUR 79.9 million in 2012.
> Services and other goods: Expressed as a percentage over net sales, services and other goods decreased compared to the same period in 2011. The costs amounted to EUR 23.3 million in 2012 or 13.9% over net sales compared to EUR 24.7 million in 2011 or 15.0%.
> Remuneration, social security and pensions: Labor cost at the end of the first half of 2012 amounted to EUR 34.6 million or 20.7% over net sales compared to EUR 33.8 million or 20.4% over net sales over the same period in 2011.
4
> Depreciations: Depreciations decreased from EUR 9.4 million at the end of the first half of 2011 to EUR 8.4 million at the end of the first half of 2012 as a result of a lower investment pattern.
> Write off inventories and receivables:
Under this section we recorded, according to our accounting policies, possible movements on provisions for obsolete stocks and doubtful debtors.
> Other operating charges: These charges cover a number of general expenses, mostly non-profit related taxes such as property tax, ‘taxe professionelle’ in France and similar.
> Operating result: At the end of the first half of 2012, the operating result amounted to EUR 15.2 million compared to EUR 13.8 million over the same period last year. As a percentage over net sales, operating result increased from 8.3% to 9.0% at the end of the period.
> Financial result: Financial result of the Group for the first half of 2012 amounted to EUR -1.6 million compared to EUR -3.1 million over the same period last year. The main reason for the increased financial result is related to the positive revaluation of general accounts (unrealized exchange gains/losses) during the first half of 2012 combined with a slight increase of interest charges.
p
Information
> Income tax: The increase in income taxes compared to the same period last year, results from the set-up of a deferred tax asset in the first half of last year. We refer to note II.10. ‘Income taxes relating to continuing operations’.
> Profit for the period from continuing operations: The Group recorded a profit from continuing operations of EUR 8.8 million for the first half of 2012 which is in line with the profit for the period from comparable activities over the same period last year.
> Net cash flow from continuing operations: The net cash flow from continuing operations amounted to EUR 16.7 million compared to EUR 17.4 million over the same period last year as a result of increased income taxes compared to the same period last year. Income taxes increased compared to last year, resulting from the set-up of deferred tax asset.
Events after reporting date No subsequent events occurred which could have a significant impact on the consolidated financial statements of the group for the period ended 30 June 2012.
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GROUP STRUCTURE In 2009, the Company decided to focus on its core business and to divest a number of activities (“discontinued operations”), including the production of finished road and railway truck curtains and tarpaulins. We refer to section II.23 for more information. The core activities are grouped into three division: coating, apparel and chemicals.
SIOEN INDUSTRIES nv Shared Service Center
APPAREL
COATING (1)
99.6% Sioen nv Apparel / Central distribution unit, Belgium
Sioen Industries nv Spinning, Weaving, Direct coating, Belgium
100.0% Saint Frères sas Direct coating, France
89.3% Confection Tunisienne de Sécurité sa Apparel, Tunisia
(2) 100.0% Sioen Shanghai Sales office, China
100.0% Donegal Protective Clothing Ltd. (3) Apparel, Ireland 100.0% Mullion Survival Technology Ltd. Apparel, UK
100.0% Sioen Fabrics sa Transfer coating, Calendering, Belgium 100.0% Siofab sa Transfer coating, Portugal 98.7% Veranneman TT nv Online coating, Belgium Belgian Scrim Development bvba Belgium
(5)
5.0%
95.0% PT. Sungintex Apparel, Indonesia
5.0%
Sioen France sas Sales office, France
99.8%
100.0% Pennel Automotive sas Calendering, France
99.8% Sioen Tunisie sa Sales office, Tunisia
100.0% Coatex nv Processing of coated fabrics and films, Belgium
99.5% Sioen Zaghouan sa Apparel, Tunisia
100.0% Saint Frères Confection sas Heavy-duty manufacturing, France 100.0% Sioen Felt & Filtration sa Felt and filter production, Belgium
6
100.0%
95.0% PT. Sioen Indonesia Apparel, Indonesia
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OTHER
chemicals
100.0% TIS nv Belgium
100.0% Inducolor sa, Belgium 100.0% European Master Batch nv Production pastes, inks, varnishes, Belgium Richard sas Paste production, France
Information
(4) (6) 100.0% Roltrans Tegelen bv The Netherlands
100.0%
Roltrans Group America Inc. 100.0% USA Roland Planen GmbH Germany
100.0%
Roland Real Estate Sp.z.o.o(6), Poland
100.0%
Roland Ukraine llc. Ukraine
100.0%
(1) Merger Holding company Sioen Industries (Shared Service Center) and Belgian direct coating companies at July 1st 2009 (2) Official name: Sioen Coated Fabrics Shanghai Trading Ltd. (3) Official name: Gairmeidi Caomhnaithe Dhun na nGall Teoranta (4) Respectively through Monal sa and Roltrans Group bv (5) BVBA set up for development machine (6) Name change in January 2012 following the sale of Roland activities
P7
8
p
Information
Developments by division Coating Division
Division other
The coating division specializes in the coating (applying a protective layer) of textiles. This division is fully vertically integrated. Everything starts with the extrusion of technical yarns (polyester), which are woven into technical fabric and then coated with various polymers (PVC, silicons, etc.). The group is the only player in the world with full competency in various coating technologies, each with their own specific products and markets.
The division “other” groups the real estate activities in Belgium, the Netherlands, USA, Germany, Poland and the Ukraine.
In this division, the demand for building products (reinforcement for roofs) remains strong and drives the growth.
Apparel division This division stands for ‘technical protective clothing’. The apparel division is an innovative producer of a wide range of high-quality technical protective clothing that meets all European standards. Sioen Apparel is active in various sectors where attention to safety is a priority. Attention to customer needs, strong quality consciousness and continuing research and development, combined with technically advanced products, are the basis of the successful development of this division. In the Apparel division the growth is mainly driven by the product lines “Professional” (industrial high end technical protective garments) and “Specific” (fire, forestry, …).
Chemicals division
Balance sheet and cash flow statement Working capital, expressed as a percentage of net sales increased from 30.5% as per 31 December 2011 to 31.4% as per 30 June 2012 (32.8% at the end of the first half of 2011). This evolution is mainly explained by the increase in finished goods (we refer to note II.15 ‘Inventories’) in order to be able to deliver after the summer holidays. In nominal amounts, working capital needs increased by EUR 4.3 million at the end of June 2012 compared to 31 December 2011. The net financial debt position decreased from EUR 84.3 million, at the end of last year, to EUR 76.6 million at the end of June 2012.
Outlook for 2012 A well spread product portfolio, strong emphasis on R&D and cost consciousness, these fundamentals are the basis of our confidence in the future. These turbulent economic times force companies to be conservative, to feel the daily pulse and take swift actions in an ever faster changing landscape.
Sioen Chemicals processes basic raw materials (PVC powders, pigments, etc.) into high quality technical semifinished products (pigment pastes and inks) for a wide range of applications. A change in sales mix and impoved efficiency have led to better results.
P9
INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED 30 JUNE 2012 - Unaudited
10
C ntent
I. Consolidated financial statements
P.12
I.1Consolidated statement of financial position
P.12
I.2 Consolidated statement of comprehensive income
P.14
I.2.1 Consolidated statement of comprehensive income by function
P.14
I.2.2 Consolidated statement of comprehensive income by nature
P.16
I.2.3 Consolidated statement of total comprehensive income P.17 I.3 Consolidated statement of cash flows
P.18
I.4 Consolidated statement of changes in equity
P.19
II. Notes to the consolidated financial statements
P.20
P11
I. Consolidated financial statements I.1. Consolidated statement of financial position IN THOUSANDS OF EUROS
30 June 2012
31 December 2011
unaudited
audited
Intangible assets Goodwill Property, plant and equipment Investment property Interests in associates Long term trade receivables Other long term assets Deferred tax assets
6 587 17 592 107 497 6 804
7 344 17 580 111 739 6 805
11 3 670 14 012
14 598 13 866
TOTAL NON-CURRENT ASSETS
156 173
157 946
93 885 56 651 4 316 19 227 29 700 1 234
86 166 51 048 2 801 13 108 29 701 1 806
205 013
184 630
661
5 892
361 847
348 468
ASSETS
Note
Non-Current assets
Current Assets Inventories Trade receivables Other receivables Other financial assets Cash and cash equivalents Deferred charges and accrued income
II.15
II.24 II.24
TOTAL CURRENT ASSETS Assets related to discontinued operations
TOTAL ASSETS
12
II.20
overview
EQUITY & LIABILITIES
Note
30 June 2012
31 December 2011
unaudited
audited
46 000
46 000
108 353
105 363
-3 246
-2 413
151 107
148 950
151 107
148 950
Equity Share capital Retained earnings Hedging and translation reserves
TOTAL EQUITY
I.4
Equity attributable to the owners of the company Non-controlling interest
0
Non-Current liabilities Borrowings Provisions
99 474 II.16
99 474
31
32
2 158
2 003
Deferred tax liabilities
16 240
15 147
Obligations under finance leases
13 403
14 339
3
3
131 309
130 998
34 940
28 252
10 083
11 065
673
870
Retirement benefit obligations
Other amounts payable TOTAL NON-CURRENT LIABILITIES
Current liabilities Trade and other payables Borrowings Provisions
II.16
Retirement benefit obligations
27
Current income tax liabilities
2 984
1 667
10 315
9 042
Other amounts payable
4 031
4 644
Obligations under finance leases
2 499
2 692
Derivatives fair value
6 546
4 502
Accrued charges and deferred income
4 855
1 587
76 926
64 348
2 505
4 172
361 847
348 468
Social debts
TOTAL CURRENT LIABILITIES Liabilities directly associated with assets from discontinued operations
TOTAL EQUITY AND LIABILITIES
II.20
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I. 2. Consolidated statement of comprehensive income I. 2.1. By function / IN THOUSANDS OF EUROS Note
Six months ended
Six months ended
unaudited
unaudited
167 125
165 409
-133 189
-129 813
Manufacturing contribution
33 935
35 595
Sales and marketing expenses Research and development expenses Administrative expenses Financial income Financial charges Other income Other expenses Non-recurring result (1)
-8 134 -2 852 -10 067 1 214 -2 858 2 637 -288
-8 153 -2 823 -11 203 2 231 -5 298 1 294 -104 -842
30 June 2012
Net sales
II.8
Cost of sales
30 June 2011
Profit or loss before taxes
II.8
13 587
10 698
Income tax
II.10
-4 802
-1 906
8 785
8 792
Profit (loss) for the period from continuing operations Profit (loss) for the period from discontinued operations
II.11
-19
-639
Group profit/loss
I.2.3
8 766
8 153
8 766
8 153
15 231
13 765
23 151
22 399
16 705
17 426
Group profit/loss attributable to shareholders of Sioen Industries Group profit/loss attributable to non-controlling interest
EBIT from continuing operations EBITDA from continuing operations Net cash flow from continuing operations
(1) Non-recurring items relate to impairment losses, restructuring expenses and start-up costs of new, significant investments projects until the product is ready to be sold at normal market conditions. In 2011 an exceptional restructuring charge was paid in France. We refer to the annual report 2011, note II.16 ‘Provisions’.
14
overview Earnings per share Six months ended
Six months ended
unaudited
unaudited
0.41 0.41
0.41 0.38
0.41 0.41
0.41 0.38
30 June 2012
30 June 2011
BASIC EARNINGS PER SHARE From continuing operations From continuing and discontinued operations
DILUTED EARNINGS PER SHARE From continuing operations From continuing and discontinued operations
P15
I. 2. 2. By nature / IN THOUSANDS OF EUROS Note
Six months ended
Six months ended
unaudited
unaudited
167 125 4 430 3 002
165 409 13 978 1 671
Raw materials and consumables used (4)
-91 629
-97 620
Gross margin (4)
47.82%
49.43%
Services and other goods (4) Remuneration, social security and pensions Depreciations Write off inventories and receivables Other operating charges (3) Non-recurring result (1)
-23 288 -34 630 -8 350 233 -1 662 0
-24 733 -33 756 -9 371 489 -1 459 -842
15 231
13 765
-1 643 1 214 -2 858
-3 067 2 231 -5 298
30 June 2012
Net sales Changes in stocks and WIP (work in progress) Other operating income (2)
II.8
II.8
Operating result Financial result Financial income Financial charges
30 June 2011
Profit or loss before taxes
II.8
13 587
10 698
Income tax
II.10
- 4 802
-1 906
8 785
8 792
Profit (loss) for the period from continuing operations Profit (loss) for the period from discontinued operations
II.11
-19
-639
Group profit/loss
I.2.3
8 766
8 153
8 766 0
8 153 0
15 231
13 765
23 151
22 399
16 705
17 426
Group profit/loss attributable to shareholders of Sioen Industries Group profit/loss attributable to non-controlling interest
EBIT from continuing operations EBITDA from continuing operations Net cash flow from continuing operations
(1) Non-recurring items relate to impairment losses, restructuring expenses and start-up costs of new, significant investments projects until the product is ready to be sold at normal market conditions. In 2011 an exceptional restructuring charge was paid in France. We refer to the annual report 2011, note II.16 ‘Provisions’. (2) Other operating income mainly consists of received rent for buildings, transport recharges and received indemnities (3) Other operating charges mainly consist of taxes on tangible assets, local taxes and import duties (4) Changed composition of gross margin 2011 & 2012 compared to previous years. Pallets & wrapping material (previously services and other goods) and import duties (previously other operating charges) are now part of gross margin
16
overview I. 2. 3. Consolidated statement of total comprehensive income/ IN THOUSANDS OF EUROS Note
Six months ended
Six months ended
8 766
8 153
979
-667
30 June 2012
GROUP PROFIT/LOSS
I.2
30 June 2011
Exchange differences on translating foreign operations Exchange difference arising during the year
CASH FLOW HEDGES Reclassification adjustment for amounts recognised in profit or loss
-2 044
Income tax relating to components of other comprehensive income
362
191
Other comprehensive income (loss) for the period, net of tax
-703
-476
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
8 063
7 677
Attributable to shareholders of Sioen Industries
8 063
7 677
Attributable to non-controlling interests
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I. 3. Consolidated statement of cash flows IN THOUSANDS OF EUROS
Note
Six months ended
Six months ended
unaudited
unaudited
8 766
8 153
4 815 2 915 -1 432
1 917 4 715 -1 462
15 242
13 323
8 474 -1 773 -326
9 576 -527 -468
-6 410 -2 490 -3 825 6 142 4 385 2 041
-16 493 -7 413 2 486 2 644 -965 620
21 460 -1 875
2 782 -1 156
30 June 2012
Group profit/loss
I.2
Income tax (1) Financial charges (1) Financial income (1)
Operating result Depreciation and amortisation of non-current assets Write off inventories and receivables Provisions Movements in working capital: Inventories Trade receivables Other long term assets, other receivables & deferred charges and accrued income Trade and other payables Current income tax liabilities, social debts, other amounts payable & accrued charges and deferred income
Amounts written off inventories and receivables Cash flow from operating activities Income taxes paid
Net cash flow from operating activities
19 585
1 626
Interest received Other financial assets Investments in intangible and tangible fixed assets Disposal and sale of intangible and tangible fixed assets
113 -6 118 -3 335 453
125 -13 117 -2 972 616
Net cash flow from investing activities
-8 888
-15 348
Net cash flow before financing activities
10 697
-13 722
Interest paid Disbursed dividend Increase/(decrease) short term borrowings Increase/(decrease) obligations under finance leases Other Currency result
-2 938 -5 991 -982 -1 134 368 343
-2 817 -5 510 -4 786 -1 401 -82 -260
Net Cash flow from financing activities
-10 334
-14 857
Impact of cumulative translation adjustments and hedging
-833
-1 548
Change in cash and cash equivalents
-470
-30 127
Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (1) Including discontinued operations
18
30 June 2011
II.24
30 170
40 900
29 700
10 773
overview I. 4. Consolidated statement of changes in equity IN THOUSANDS OF EUROS
2012
Share capital
Reserves
Foreign currency translation reserve
Balance at 1 January 2012
46 000
105 363
137
Group profit/loss
-1 220 387
Total comprehensive income for the period
8 766
Payment of dividends
387
-1 220
-5 776 46 000
108 354
524
2011
Share capital
Reserves
Foreign currency translation reserve
Balance at 1 January 2011
46 000
99 116
97
Group profit/loss
-3 772
Total comprehensive income for the period Payment of dividends
505
Note
148 950
148 950
I.1
8 766
8 766
I.2
-1 220
-1 220
387
387
7 933
7 933
-5 776
-5 776
151 107
151 107
I.1
Equity
Note
145 718
145 718
8 153
8 153
100
-1 548
-1 448
-1 448
8 253
-1 548
6 705
6 705
-5 348
-5 348
147 076
147 076
-5 348 46 000
Equity
Equity before nonNonHedging controlling controlling reserves interest interest
8 153
Hedging Deferred tax Currency translation adjustments
Balance at 30 JUNE 2011
-2 551
8 766
Hedging Deferred tax Currency translation adjustments
Balance at 30 JUNE 2012
Equity before nonNonHedging controlling controlling reserves interest interest
102 022
-1 451
505
I.2
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II. Notes to the consolidated financial statements II.1. Application of new and revised International Financial Reporting Standards (IFRSs) In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (the IFRIC) of the IASB that are relevant to its operations and effective for annual reporting periods beginning on 1 January 2012, all of which were endorsed by the European Union.
Standards and interpretations applicable for the annual period beginning on 1 January 2012 >> 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 July 2011) >> Amendments to IFRS 7 Financial Instruments: Disclosures – Derecognition (applicable for annual periods beginning on or after 1 July 2011) >> Amendments to IAS 12 Income Taxes – Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2012)
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2012 >> IFRS 9 Financial Instruments and subsequent amendments (applicable for annual periods beginning on or after 1 January 2015) >> IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2013) >> IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2013) >> IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2013) >> IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013) >> 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 – Government Loans (applicable for annual periods beginning on or after 1 January 2013)
20
>> 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 IFRS 10, IFRS 11 and IFRS 12 – Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance (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 19 Employee Benefits (applicable for annual periods beginning on or after 1 January 2013) >> Amendments to IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2013) >> Amendments to IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2013) >> Amendments to IAS 32 Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014) >> IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (applicable for annual periods beginning on or after 1 January 2013) The mandatory application of all other amendments to or improvements of standards and interpretations listed above did not give rise to any major effects on the Group’s financial position and financial performance.
II.2. Reporting entity The consolidated interim financial statements of Sioen Industries NV (the ‘Company’) include the financial statements of the Company and its subsidiaries (together referred to as the ‘Group’). The consolidated interim financial statements give a general overview of the Group’s activities and the results obtained. They give an accurate picture of the entity’s financial position, financial performance and cash flow, and are drawn up on a going concern basis.
overview The consolidated interim financial statements are stated in thousands of euros, as the euro is the currency of the primary economic environment in which the Group is active. The financial statements of foreign participations are converted in accordance with the principles described in the section ‘Foreign currencies’ of the annual report 2011.
II.3. Statement of compliance with IFRS These interim consolidated financial statements are for the six months ended 30 June 2012. They have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. The interim consolidated financial statements do not include all of the information required in annual financial statements in accordance with IFRS, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2011.
II.4. Significant accounting policies These consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year ended 31 December 2011. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these consolidated interim financial statements.
II.5. Seasonality of interim operations The consolidated income statement of the continuing operations used to reflect the seasonality of the coating business, as a result of which positive earnings were primarily generated in the first and second quarter of any one year. However, the apparel division (textile business), of which sales remain at level and positive earnings are primarily generated in the third and fourth quarter of any one year, has become more significant within the Group.
II.6. Significant events and transactions
Factors contributing to the Group’s strong position are: >> the Group does not expect to need additional borrowing facilities in the next 12 months, as a result of its significant financial resources, existing facilities and strong liquidity reserves. The Group has no debt covenants to comply with. >> the Group’s major customers have not experienced financial difficulties. Credit quality of trade receivables as at 30 June 2012 is considered to be good. Overall, the Group is in a strong position despite the current economic environment, and has sufficient capital and liquidity to service its operating activities and debt. The Group’s objectives and policies for managing capital, credit risk and liquidity risk are described in its recent annual financial statements.
II.7. Assessment criteria in the application of the valuation rulesn rules
In the application of the valuation rules, in certain cases an accounting assessment must be made. This assessment is done by making the most accurate assessment possible of uncertain future evolutions. The management determines its assessment on the basis of different realistically assessed parameters, such as future market expectations, sector growth rates, industry studies, economic realities, budgets and multiyear plans, expected profitability studies, etc. The most important elements within the Group that are subject to this are: impairments, provisions and deferred tax items.
Impairment test for the six months ended 30 June 2012 In order to provide the stakeholders with in-depth knowledge as to the financial strength of the Group, we reassessed the recoverable amount of assets. Key assumptions related to all divisions of the Group, as described in our annual report of 2011, are still valid and review based on the latest developments did not result in any adverse changes. There are no impairment indicators during the first half of the year.
The Group’s management believes that the Group is well positioned in the current economic circumstances.
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II.8. Segment information/ IN THOUSANDS OF EUROS The Group has adopted IFRS 8 Operating Segments with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. In 2012 the operating segments have not changed. We refer to section ‘Group structure’. The Group operates in following main business segments: coating, apparel and chemicals. These divisions are the basis on which the Group reports its segment information. The principal
products and services of each of these divisions are described in the annual report of 2011. Inter-segment sales are undertaken at prevailing market conditions. The segment liabilities, for example the centrally contracted financial debt, have been allocated according the capital employed by the segment. The assets and liabilities of the head office (Group) have been allocated to the segments as far as possible. Additionally, a part of equity is allocated to the segments.
Segment revenues and results Coating (1)
Apparel
Chemicals
Other(1)
Total from continuing operations
Note
101 868 2 692 9 370
44 880 1 4 019
20 376 4 715 2 871
0 1 133 135
167 125
I.2
189 065 5 354 14 134
94 620 4 7 752
38 936 9 398 -189
0 0 8
322 621
100 112 3 558 10 868
44 662 2 4 267
20 634 5 660 377
0 0 20
165 409
Six months ended 30 June 2012 Revenue from external customers Intersegment revenues Segment operating result
16 395
Six months ended 31 December 2011 Revenue from external customers Intersegment revenues Segment operating result
21 705
Six months ended 30 June 2011 Revenue from external customers Intersegment revenues Segment operating result
I.2
15 532
(1) In 2011, the continuing operations related to the former division industrial applications have decreased as such, that the Company decided to integrate these activities in the division coating for reporting purposes. These activities were considered to be directly linked to the coating activities. On the other hand, the non-operating activities and activities held for sale were grouped in the division other.
22
overview Segment operating profit can be reconciled to Group’s profit or loss as presented in its financial statements as follows: Note
Six months ended
30 June 2012
31 December 2011
Year ended
Six months ended
16 395
21 705
15 532
-1 164
-3 072
-1 767
segment operating profit Reconciling items: Elimination of intersegment profits
30 June 2011
Operating result
I.2
15 231
18 633
13 765
Financial charges Financial income
I.2 I.2
-2 858 1 214
-9 321 4 295
-5 298 2 231
Profit OR LOSS before tax
I.2
13 587
13 607
10 698
Segment assets, equity and liabilities Relating to discontinued operations
Unallocated/ eliminations
Total
Coating(1)
Apparel
Chemicals
Other(1)
Note
Segment assets
220 086
67 460
36 347
0
661
37 292
361 846
I.1
Segment equity and liabilities
220 086
67 460
36 347
0
2 505
35 448
361 846
I.1
Segment assets
226 124
65 771
35 371
0
5 892
15 309
348 468
I.1
Segment equity and liabilities
226 124
65 771
35 371
0
4 172
17 029
348 468
I.1
30 June 2012
31 December 2011
(1) In 2011, the continuing operations related to the former division industrial applications have decreased as such, that the Company decided to integrate these activities in the division coating for reporting purposes. These activities were considered to be directly linked to the coating activities. On the other hand, the non-operating activities and activities held for sale were grouped in the division other.
Other segment information Coating(1)
Apparel
Chemicals
Other(1)
Head office
Total
Note
Depreciations
5 843
677
1 190
14
626
8 350
I.2.2
Additions to non-current assets
3 216
294
310
9
354
4 184
12 015
1 333
3 011
27
1 287
17 673
4 915
1 014
615
53
532
7 129
Depreciations
6 083
640
1 998
13
638
9 371
Additions to non-current assets
1 610
724
261
52
133
2 780
Six months ended 30 June 2012
Year ended 31 December 2011 Depreciations Additions to non-current assets
Six months ended 30 June 2011 I.2.2
(1) In 2011, the continuing operations related to the former division industrial applications have decreased as such, that the Company decided to integrate these activities in the division coating for reporting purposes. These activities were considered to be directly linked to the coating activities. On the other hand, the non-operating activities and activities held for sale were grouped in the division other.
P23
II.9. Exchange rates Code
Rate
EUR
average closing average closing average closing average closing average closing average closing average closing
USD GBP RMB PLN TDN UAH
31 June 2012
31 December 2011
30 June 2011
1.0000 1.0000 1.3033 1.2590 0.8225 0.8068 8.2336 8.0011 4.2195 4.2488 2.0044 2.0045 10.4595 10.2258
1.0000 1.0000 1.4013 1.2939 0.8717 0.8353 9.0389 8.1588 4.1363 4.4580 1.9622 1.9383 11.1842 10.3801
1.0000 1.0000 1.4239 1.4453 0.8773 0.9025 9.2887 9.3416 3.9639 3.9903 1.9622 1.9809 11.3426 11.5898
II.10. Income taxes relating to continuing operations IN THOUSANDS OF EUROS
Reconciliation between taxes and profit or loss before taxes Note Profit or loss before taxes
I.2
INCOME TAX EXPENSE CALCULATED AT THEORETICAL TAX RATE (1)
Six months ended
Six months ended
13 587
10 698
30 June 2012
30 June 2011
4 124
30.3%
3 149
29.4%
382 - 177
2.8% -1.3%
346 -451
3.2% -4.2%
deferred tax assets not recognised tax assets recognised on current year losses tax assets recognised on previously not recognised losses (3)
190 -19 0
1.4% -0.1% 0.0%
80 -366 -978
0.7% -3.4% -9.1%
adjustments recognised in current year in relation to the current tax of prior years notional interest deduction tax on distributed profits (DBI) (2) other
362 -58 0 0
2.7% -0.4% 0.0% 0.0%
53 0 0 73
0.5% 0.0% 0.0% 0.7%
4 802
35.3%
1 906
17.8%
Tax impact of: effect of expenses that are not deductible in determining taxable profit effect of revenue that is exempt from taxation
INCOME TAX EXPENSE RECOGNISED IN PROFIT OR LOSS
I.2
(1) is the weighted average tax rate (2) reserves will not be distributed to the parent company unless this could be done under the DBI regime (3) H1 2011: higher estimated recoverability of losses in belgium within five years compared to the estimations of 2010
Income tax expense recognised in profit or loss increased compared to the same period last year. This is explained by a higher estimated recoverability of realised losses in Belgium calculated during the first half of 2011.
24
overview II.11. Discontinued operations/ IN THOUSANDS OF EUROS II.11.1. Plan to dispose of the ‘endmarket, truck cover’ business
operations”. We refer to note II.20. Assets & liabilities related to discontinued operations.
On 30 November 2009, the Board of Directors announced a plan to dispose of the Group’s ‘end-market, truck cover’ business. The disposal is consistent with the Group’s long-term policy to focus on its core activities. The Group was actively seeking a buyer for this activity and expected to complete the sale before the end of 2010.
Details of the assets and liabilities sold are disclosed in note II.23. Business combinations and disposal of business. The impact on the balance sheet and the results of 2012 is marginal. As a result of the sale of activities, the real estate (“division “other”) remains part of the Sioen Industries Group.
The agreement in principle of 6 April 2011, has been executed on February 10th 2012 (www.sioen.be). The agreement contains an earn-out provision. The new owner is the Dutch Loadlok Group, which specializes in production and sale of cargo control systems and multi-temp products in Europe. The purchase of Roland International fits perfectly into their strategy to serve optimally European trailer builders and transport companies with high quality products. Roland International was already classified as “discontinued
II.11.2. Analysis of profit (loss) of the period from discontinued operations The combined results of the discontinued operations included in the statement of comprehensive income are set out below. The discontinued operations have been classified and accounted for at 30 June 2012 as a disposal Group related to discontinued operations.
Note
Six months ended
Six months ended
968 759
4 350 101
-1 733
-5 152
30 June 2012
30 June 2011
PROFIT (LOSS) FOR THE PERIOD FROM DISCONTINUED OPERATIONS Net sales Other operating income Expenses Indemnity insurance premium received
71
Profit or loss before tax
-6
-630
-13
-9
-19
-639
Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities
321 7 -1
1 061 -22 -256
NET CASH FLOW
328
784
Attributable income tax
PROFIT (LOSS) FOR THE PERIOD FROM DISCONTINUED OPERATIONS
I.2
CASH FLOWS FROM DISCONTINUED OPERATIONS
P25
II.12. Debt and equity securities There were no insurances, repurchases and repayments of debt and equity securities for the six months ended 30 June 2012.
II.13. Dividends The Board of Directors does not propose to pay an interim dividend for the six months ended 30 June 2012.
II.14. Property, plant and equipment During the reporting period, the Group invested for approximately EUR 3.7 million on assets compared to EUR 2.8 million over the same period ended 30 June 2011. Investments in 2012 mainly related to the coating division (extension of looms and other machinery), machinery in the apparel and chemicals division and the implementation of a new ERP system at an entity of the Group. Investments in 2011 mainly relate to the construction of a new calender line in Ardooie, the set-up of a new labo in Moeskroen, machinery in Indonesia, sewing/taping machines in Tunisia and the implementation of a new ERP system at an entity of the Group. Assets, related to continuing operations, that were sold and disposed during the reporting period related to a building in France and certain machinery and tools with a net value of EUR 1.0 million. An impairment analysis has been done at the end of June 2012 (see ‘impairment test’ review). The Group did not enter into any significant contractual commitments during the first half of 2012.
26
overview II.15. Inventories/ IN THOUSANDS OF EUROS 30 June 2012
31 December 2011
Raw materials
23 053
21 353
Consumables
58
58
Note
Gross Inventory
Work in progress Finished goods Goods in transit
3 369
2 342
69 946
64 435
3 604
4 338
100 032
92 526
-2 788
-2 681
-3 359
-3 679
-6 147
-6 360
Raw materials
20 265
18 672
Consumables
58
58
3 369
2 342
Finished goods
66 587
60 756
Goods in transit
3 604
4 338
93 885
86 166
Amounts written off Amounts written off raw materials Amounts written off consumables Amounts written off work in progress Amounts written off finished goods Amounts written off goods in transit
Net inventory
Work in progress
I.1 Amounts written of inventory
Amounts written of inventory
31 December
(Other) movements or adjustments
30 June 2012
2011
write-down
reversal
Exchange rate differences
6 360
363
-624
48
0
6 147
(Other) movements or adjustments
31 December
0
6 360
31 December
2010
write-down
reversal
Exchange rate differences
6 793
961
-1 387
-6
2011
Gross inventories (excl. write-off ) in respect of continuing operations increased by EUR 7.5 million or 8.1%. The builtup of finished goods for delivery during the holiday period, mainly resulted in an inventory increase in the apparel and chemicals division. Obsolescence reserves on inventories in respect of the continuing operations decreased by EUR 0.2 million and amount to EUR 6.1 million at the end of the reporting period compared with EUR 6.4 million at the end of 2011. There was no significant write-down of obsolete inventory to net realisable value in 2012. Obsolescence reserves are recorded on the basis of a detailed aging and rotation analysis per unit.
P27
354
238
-107
-130
355
Provisions for other liabilities and charges
435
1 615
-1 218
-284
547
Total
789
1 853
-1 326
-414
902
More than one year
Within one year
Note
355
Provisions for other liabilities and charges
32
515
provisions
32
870
I.1
Note
2011
30 December
Unwinding of discount and effect of changes in the discount rate
Classified as related to discontinued operations
Acquired via business combination
Exchange rate differences
Reversal
Reductions arising from payments
Provisions for environmental issues
Provisions for environmental issues
28
Additional provision recognised
2010
31 December
II.16. Provisions/ IN THOUSANDS OF EUROS
Provisions for environmental issues
355
2
-31
Provisions for other liabilities and charges
547
51
-203
-15
378
Total
902
52
-234
-16
704
More than one year
Within one year
Provisions for environmental issues Provisions for other liabilities and charges
31
326 347
provisions
31
673
Note
2012
30 June
Unwinding of discount and effect of changes in the discount rate
Classified as related to discontinued operations
Acquired via business combination
Exchange rate differences
Reversal
Reductions arising from payments
Additional provision recognised
2011
31 December
overview
326
Note
I.1
Provisions in respect of continuing operations amount to EUR 0.7 million at the end of the reporting period. The carrying amount of the provisions reflects the net present value of future liabilities discounted at the weighted average cost of capital, applicable for the operating unit. Provisions for environmental issues mainly consist of a provision relating to the land in Ardooie belonging to Sioen Industries NV. For more information we refer to section III.6.13 ‘Provisions’ of the annual report 2011. In 2010 the Group decided to dispose part of its property for which a provision for sanitation was set up. The land and the related provision for sanitation havebeen classified as ‘held for sale’ since then. We refer to note II.20 ‘Assets & liabilities related to discontinued operations’. Provisions for other liabilities and charges at the end of June 2012 mainly relate to litigations in Belgium. In the first half of 2012 provisions for other liabilities and charges reduced arising from payments.
P29
II.17. Borrowings Long-term interest bearing loans, including financial long-term leasing debt There were no other significant changes in the long term borrowings of the Company compared to those disclosed in the consolidated financial statements of the Group for the year ended 31 December 2011.
Short-term interest bearing loans As per 30 June 2012, short-term straight loans amounted to EUR 8.7 million. They only consist of dollar loans of USD 10.9 million, used for FX hedging purposes, with a weighted average interest rate of 1.7%. As per 30 June 2011, short-term straight loans amounted to EUR 6.5 million. They only consist of dollar loans of USD 9.4 million, used for FX hedging purposes, with a weighted average interest rate of 1.3%.
II.18. Obligations under finance leases There were no new commitments for the acquisition of intangible and tangible assets at the end of the reporting period.
II.19. Share capital & shareholder structure On 30 June 2012, the share capital amounted to EUR 46 million, represented by 21 391 070 shares. There were no movements in the issued capital of the Company in either current or the prior interim reporting periods. Ownership of the Company’s shares was as follows:
Notifying party Sihold n.v. (1) and companies/parties under the influence of the family Sioen
Date of notification
Number of share
Percentage of total number of shares
30 January 2006
12 906 212
60.33%
7 758 538
36.27%
726 320
3.40%
21 391 070
100.00%
Public Shell Pension Fund
TOTAL
12 October 2005
(1) Sihold n.v. is controlled by Sicorp n.v., which is controlled in turn by the Dutch foundation Stichting Administratiekantoor Midapa. This foundation is controlled by Mrs Sioen.
30
overview
II.20. Assets & liabilities related to discontinued operations IN THOUSANDS OF EUROS
30 June 2012
Note
Property, plant and equipment
Total assets RELATED TO DISCONTINUED OPERATIONS
I.1
Provisions
Total liabilities RELATED TO DISCONTINUED OPERATIONS
End-market truck cover
661
624
37
661
624
37
480
2 002
24 I.1
Net assets RELATED TO DISCONTINUED OPERATIONS
31 December 2011
HELD FOR SALE Property Temse
Total
2 481
Trade and other payables, retirement benefit obligations, obligations under finance leases
ABANDONED Specialised automotive foils in small batches
Note
2 505
480
2 002
24
-1 844
-480
-1 378
13
Total
ABANDONED Specialised automotive foils in small batches
Intangible assets
49
Goodwill
15
Property, plant and equipment
24
HELD FOR SALE Property Temse
End-market truck cover 49 15
750
624
126
Inventories
1 310
1 310
Trade receivables
3 108
3 108
191
191
469
469
Other receivables Cash and cash equivalents
Total assets RELATED TO DISCONTINUED OPERATIONS
II.24 I.1
Provisions
5 892 2 674
Trade and other payables
624 629
2 043
5 268 2
638
638
Current income tax liabilities
154
154
Other amounts payable
706
706
Total liabilities RELATED TO DISCONTINUED OPERATIONS Net assets RELATED TO DISCONTINUED OPERATIONS
I.1
4 172
629
2 043
1 500
1 720
-629
-1 419
3 768
P31
II.21. Financial instruments/ IN THOUSANDS OF EUROS The Group manages a portfolio of derivatives to hedge against risks relating to exchange rate and interest rate positions arising as a result of operating and financial activities. It is the Group’s policy to avoid engaging in speculative transactions or transactions with a leverage effect and not to hold derivatives for trading purposes.
30 June 2012
31 December 2011
Nominal value
Fair Value
Obligation
29 299 (1)
-269
Collar derivative
50 000
Note
Nominal value
Fair Value
Note
Forward sales contracts Forward sales contracts within 1 year Rights
FIXE RATES (EUR) Bond
(2)
-6 546
Nominal value (1) 100 000
Fair Value
Borrowing costs capitalised Finance leases
102 458
-879
I.1
34 027 (1)
-203
50 000 (2)
-4 502
Nominal value (1) 100 000
Fair Value
I.1
100 320
-879
15 902
16 293
17 031
17 086
115 023
118 751
116 152
117 406
Bank loans
Total (1) Nominal value equals foreign currency amount * contract rate (2) Amount in the contract
Financial risk management The Group manages a portfolio of derivatives to hedge against risks relating to exchange rate and interest rate positions arising as a result of operating and financial activities. It is the Group’s policy to avoid engaging in speculative transactions or transactions with a leverage effect and not to hold derivatives for trading purposes.
Fair value Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. In conformity with IAS 39 all derivatives are recognised at fair value in the balance sheet.
Non-derivative financial liabilities The fair value of non-derivate financial liabilities is calculated based on commonly-used valuation techniques (i.e. net present value of future principal amounts and interest charges discounted at market rate). These are based on market inputs from reliable financial information providers. Fair values determined by reference to prices provided by reliable financial information providers are periodically checked for consistency against other pricing sources. As shown in the fair value analysis, Sioen Industries is now in an overall favourable position concerning interest rate conditions compared to the actual fair values of the loans.
32
overview Interest risk management The Group concluded a forward interest rate collar to hedge its interest rate risk, for a nominal amount of EUR 50 million. A collar is a derivative financial instrument by which the buyer of the instrument receives / executes payments at the end of the reference period in which the interest rate evolves out of the agreed upon borders (upper and lower border / tunnel). By acting this way, the Group ensures itself, within certain borders, of a future interest rate. On 31/12/2011 the fair value was estimated at EUR -4.5 million. The forward interest rate collar can be split in two parts, a cap (ceiling or upper border) of 5% and a floor (lower border) of 4%. The floor has a knock-in level evolving from 2.5% up to 3.5% ( gradually increasing through the hedging period). The contract was closed in 2011 and will take a forward start on March 16, 2016 for a period of 10 years. This hedge is considered as a cash flow hedge in view of the highly probable planned renewal of the financial debt (of EUR 50 million) as at March 16, 2016. The estimated fair value is recognized in the equity (hedging reserves) as at 30/06/2012. The time value over the past period flows through Profit and loss (at 30/06/2012 this time value amounted to EUR - 0.2 million). Collar
Nominal amount
Rate
Start date
End date
Barrier Option Type
Estimated fair value at
30 June 2012
(in 000euro) CAP
50 000
5%
16/03/2016
16/03/2026
Knock-In: from 2.5%
Floor
50 000
4%
16/03/2016
16/03/2026
increasing to 3.5% over the period
-6 546
II.22. Related party transactions/ IN THOUSANDS OF EUROS Nature of transaction
Six months ended
30 June 2012
Recticel Group
Sale
641
Recticel Group
Purchase
108
Sale
390
INCH SVB
Purchase
Nature of transaction
Six months ended
30 June 2011
Recticel Group
Sale
Recticel Group
Purchase
146
Sale
648
Purchase
32
INCH SVB
812
These transactions consist of construction project services (SVB) and commercial transactions (Inch, Recticel Group) and are done on an ‘at arm’s length’ basis. Other transactions with related parties, other than directors, are not included given the negligible amount (under EUR 20 000).
P33
II.23. Business combinations and disposal of subsidiaries/
IN THOUSANDS OF EUROS
2012 The agreement in principle of April 6th last year, regarding the sale of Roland International, has been executed on February 10th 2012. The new owner is the Dutch Loadlok Group, which specializes in production and sale of cargo control systems and multi-temp products in Europe. Roland International was already classified as “discontinued operations�. We refer to section III.6.16 of the annual report 2011. The impact on the balance sheet and the results of 2012 is marginal. Sale of Roland International (activities)
30 June 2012
Note
Roland International
(in Eur)
Intangible assets
42
Property, plant and equipment
28
Inventories
1 587
Trade receivables
2 996
Other LT assets, other reveivables, deferred charges and accrued income
128
Cash and cah equivalents
646
Total assets related to discontinued operations
5 427
Provisions
69
Trade and other payables, retirement benefit obligations under finance leases
951
Current income tax liabilities
505
Social debts, other amounts payable, accrued charges and deferred income
1 180
Total liabilities related to discontinued operations
2 705
Net assets related to discontinued operations
2 722
2011 There were no acquisitions and disposals in 2011.
II.24. Cash and cash equivalents/
IN THOUSANDS OF EUROS
For the purposes of the statement of cash flows, cash and cash equivalents include cash at hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows: Note
Other financial assets
I.1
Cash and cash equivalents Bank overdraft
Cash and cash equivalents (excl. assets RELATED TO DISCONTINUED OPERATIONS)
I.1
Cash and cash equivalents related to discontinued operations
III.20
Cash and cash equivalents at the end of the year
I.3
34
30 June 2012
31 December 2011
19 227
13 108
30 423
29 734
-723
-33
29 700
29 701 469
29 700
30 170
overview II.25. Events after reporting date No subsequent events occurred which could have a significant impact on the consolidated financial statements of the group, for the period ended 30 June 2012.
II.26. Contingent assets and liabilities There were no significant changes in the contingencies of the Company and its subsidiaries from those described above and those disclosed in the consolidated financial statements of the Group for the year ended 31 December 2011.
II.27. Financial risk management The Group’s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2011.
II.28. Staff Country
30 June 2012
31 December 2011
Belgium
886
880
15
16
China Germany France Ireland Indonesia The Netherlands
5
5
183
185
40
41
2 921
2 684
2
Poland Portugal Tunisia
12 157
23
25
629
669
UK
5
7
Ukraine
1
1
Total
4 710
4 682
Blue Collar
3 977
3 900
White Collar
Total
733
782
4 710
4 682
II.29. Approval of interim financial statements These interim consolidated financial statements have been approved for issue by the Board of Directors on 29 August 2012. We hereby confirm, to the best of our knowledge, that the consolidated interim financial statements give a true and fair view of the financial position of the Group as at 30 June 2012, as well as of the financial performance and cash flows for the said period, fully in compliance with the accounting standards adopted for use in the EU for interim financial statements (EU adopted IAS 34, Interim Financial Reporting); Michèle Sioen Geert Asselman CEO CFO
P35
SIOEN INDUSTRIES Fabriekstraat 23 B-8850 Ardooie T +32(0)51 74 09 80 F +32(0)51 74 09 79 E corporate@sioen.be W www.sioen.com BTW BE 0441.642.780 RPR 0441.642.780 Brugge
HALFJAARVERSLAG/ HALF YEAR REPORT This half year report is available in English and Dutch. Dit halfjaarverslag is beschikbaar in het Nederlands en het Engels.
FINANCIAL INFORMATION AND INVESTOR RELATIONS For all further information, institutional investors and financial analysts are advised to contact: Geert Asselman Chief Financial Officer
FINANCIAL CALENDAR Announcement of 2012 first semester results : Friday, August 31st 2012 Trading update third quarter 2012 : Wednesday, October 31st 2012