FLUIDRA, S.A.
AND SUBSIDIARIES
Consolidated Annual Accounts and Consolidated Directors’ Report (Prepared in accordance with International Financial Reporting Standards as
adopted by the European Union) 31 December 2013
(With Consolidated Auditors’ Report Thereon)
(Free translation from the original in Spanish. In the event of discrepancy, the
Spanish-language version prevails)
31 December 2013 SUMMARY
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
• Consolidated Financial Statements
Consolidated Statements of Financial Position
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
• Notes
1. Nature, Principal Activities and Group Composition 2. Basis of Presentation
3. Significant Accounting Principles 4. Segment Reporting
5. Business Combinations 6. Property, Plant and Equipment 7. Goodwill and Other Intangible Assets 8. Investment Property
9. Equity-accounted Investments
10. Current and Non-current Financial Assets 11. Derivative Financial Instruments
12. Inventories
13. Trade and Other Receivables 14. Cash and Cash Equivalents 15. Equity
16. Basic Earnings per Share 17. Provisions
18. Loans and Borrowings 19. Trade and Other Payables 20. Other non-Current Liabilities 21. Risk Management
22. Purchase Costs and Changes in Inventories 23. Services Rendered
24. Personnel Expenses 25. Other Operating Expenses 26. Operating Leases
27. Finance Income and Costs 28. Deferred Tax and Income Tax
29. Transactions and Balances with Related Parties 30. Environmental Information
31. Other Commitments and Contingencies
32. Fees of the Auditor and the Auditor’s Group and Related Companies 33. Late Payments to Suppliers
34. EBITDA
35. Events after the reporting period
• Consolidated Directors’ Report
• Appendices
APPENDIX I Details of the statutory activity of subsidiaries, associates and jointly controlled entities in which the Group holds direct and indirect interests
APPENDIX II & III Details of results by segment
Details of assets and liabilities by segment
APPENDIX IV Details of investments and positions held by the directors in companies
with identical, similar or complementary activities to those of the Company
(Expressed in thousands of Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The accompanying notes form an integral part of the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU).
Assets Notes 31.12.13 31.12.12
Property, plant and equipment 6 109,362 114,599
Investment property 8 1,122 1,374
Goodwill 7 183,135 189,525
Other intangible assets 6 47,158 56,859
Equity-accounted investments 9 88 269
Non-current financial assets 10 4,408 5,677
Derivative financial instruments 11 39 216
Other receivables 13 2,012 3,265
Deferred tax assets 28 31,521 24,225
Total non-current assets 378,845 396,009
Inventories 12 134,426 141,187
Trade and other receivables 13 145,743 149,034
Other current financial assets 10 2,485 4,912
Derivative financial instruments 11 21 7
Cash and cash equivalents 14 59,850 51,567
Total current assets 342,525 346,707
TOTAL ASSETS 721,370 742,716
Equity
Capital 112,629 112,629
Share premium 92,831 92,831
Retained earnings and other reserves 92,076 115,376
Treasury shares ( 697 ) ( 1,037 )
Other comprehensive income ( 6,740 ) 1,879
Equity attributable to shareholders of the Parent 15 290,099 321,678
Non-controlling interests 13,002 10,862
Total equity 303,101 332,540
Liabilities
Loans and borrowings 18 147,964 166,230
Derivative financial instruments 11 1,442 2,654
Deferred tax liabilities 28 26,585 28,619
Provisions 17 6,627 6,350
Government grants 1,185 921
Other non-current liabilities 20 27,431 31,845
Total non-current liabilities 211,234 236,619
Loans and borrowings 18 103,112 73,712
Trade and other payables 19 99,656 96,832
Provisions 17 3,189 2,586
Derivative financial instruments 11 1,078 427
Total current liabilities 207,035 173,557
TOTAL EQUITY AND LIABILITIES 721,370 742,716
(Expressed in thousands of Euros)
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The accompanying notes form an integral part of the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU).
Notes 31.12.13 31.12.12
Operating income
Sale of merchandise and finished goods 592,678 628,758
Services rendered 23 11,495 11,922
Self-constructed assets 5,400 6,855
Total operating income 609,573 647,535
Operating expenses
Changes in inventories of finished goods and work in progress and
raw material supplies 22 ( 301,397 ) ( 315,163 )
Personnel expenses 24 ( 142,700 ) ( 142,686 )
Depreciation and amortisation and impairment 6, 7, 8,
10 y 13 ( 39,851 ) ( 46,255 )
Other operating expenses 26 ( 123,783 ) ( 122,007 )
Total operating expenses ( 607,731 ) ( 626,111 )
Operating profit 1,842 21,424
Finance costs/income
Finance income 8,512 18,191
Finance costs ( 23,624 ) ( 19,080 )
Exchange gains/ (losses) ( 2,551 ) 183
Net finance cost 27 ( 17,663 ) ( 706 )
9
Share in profit for the year of equity-accounted investments 40 88
Profit/(loss) before income tax ( 15,781 ) 20,806
Income tax expense 28 4,199 ( 4,232 )
Profit/(loss) after income tax ( 11,582 ) 16,574
Profit attributable to non-controlling interests ( 1,345 ) 2,068
Equity attributable to shareholders of the Parent ( 10,237 ) 14,506
EBITDA 34 47,702 72,215
Basic and diluted earnings per share (expressed in Euros) 16 ( 0.09114 ) 0.13133
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The accompanying notes form an integral part of the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU).
31.12.13 31.12.12
Profit/(loss) for the year ( 11,582 ) 16,574
Other comprehensive income:
Amounts that will not be reclassified to profit or loss
Recalculation of defined benefit plans - ( 140 )
Tax effect - 35
Amounts that will be reclassified to profit or loss
Cash flow hedges Note 11 553 ( 1,257 )
Translation differences of financial statements of foreign operations ( 9,530 ) ( 2,300 )
Tax effect ( 165 ) 371
Other comprehensive income for the year, net of income tax ( 9,142 ) ( 3,291 )
Total comprehensive income for the year ( 20,724 ) 13,283
Total comprehensive income attributable to:
Shareholders of the Parent ( 18,874 ) 11,262
Non-controlling interests ( 1,850 ) 2,021
( 20,724 ) 13,283
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The accompanying notes form an integral part of the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU).
Equity attributable to shareholders of the Parent
Other comprehensive income
Capital Share
premium Legal
reserve Retained
earnings Treasury
shares Translation
differences Other Total Non-controlling
interests Total
equity Balance at 1 January 2012 112,629 92,831 10,384 105,692 ( 8,368 ) 5,425 ( 302 ) 318,291 8,134 326,425
Adjustments for errors ( 5,042 ) ( 5,042 ) ( 2,161 ) ( 7,203 )
Restated balance at 1 January 2012 112,629 92,831 10,384 100,650 ( 8,368 ) 5,425 ( 302 ) 313,249 5,973 319,222 Total comprehensive income for the year - - - 14,506 - ( 2,253 ) ( 991 ) 11,262 2,021 13,283 Additions of entities - - - - - - - - 4,750 4,750 Disposal of entities - - - - - - - - ( 825 ) ( 825 ) Changes in investments - - - ( 62 ) - - - ( 62 ) 62 - Treasury shares - - - ( 2,438 ) 7,331 - - 4,893 - 4,893 Share-based payments - - - 300 - - - 300 - 300 Other - - 220 ( 184 ) - - - 36 ( 1 ) 35
Dividend - - - ( 8,000 ) - - - ( 8,000 ) ( 1,118 ) ( 9,118 )
Balance at 31 December 2012 112,629 92,831 10,604 104,772 ( 1,037 ) 3,172 ( 1,293 ) 321,678 10,862 332,540 Total comprehensive income for the year - - - ( 10,237 ) - ( 9,025 ) 388 ( 18,874 ) ( 1,850 ) ( 20,724 ) Changes in investments - - - ( 5,133 ) - - - ( 5,133 ) 5,133 - Treasury shares - - - ( 136 ) 340 - - 204 - 204 Share-based payments - - - 343 - - - 343 - 343 Other - - 35 ( 172 ) - 18 - ( 119 ) - ( 119 )
Dividend - - - ( 8,000 ) - - - ( 8,000 ) ( 1,143 ) ( 9,143 )
Balance at 31 December 2013 112,629 92,831 10,639
81,437 ( 697 ) ( 5,835 ) ( 905 ) 290,099 13,002 303,101
(Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails)
The accompanying notes form an integral part of the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2013 prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU).
Note 2013 2012
Cash flows from operating activities
Profit for the year before tax ( 15.781 )
20.806 Adjustments for:
Amortisation and depreciation 6 34.646
33.786
Provision for bad debts 11.117
5.672
Provision / (Reversal) for/of impairment losses 5.206 12.469
Provision / (Reversal) for/of impairment losses on financial assets 17 1.248 -
Provision / (Reversal) for/of losses for liabilities and charges 10 1.487 674
Provision / (Reversal) for/of losses on inventories ( 1.851 ) ( 3.452 )
Income from financial assets 17 ( 6.066 ) ( 4.787 )
Finance costs 17 22.186
18.249
Profit/(losses) on sale of associates 17
190 -
Exchange (gains)/losses ( 551) ( 247 )
Share of profit/(loss) of equity-accounted
associates ( 40 ) ( 88 )
(Profit)/losses on sale of property, plant and equipment and other intangible
assets ( 207 ) ( 386 )
Profit/(loss) on sale of subsidiaries ( 584 ) -
Government grants taken to income ( 202 ) ( 139 )
Share-based payment costs
343 300
Adjustments to the consideration transferred in business combination through
profit or loss 17 ( 2.208 ) ( 13.404 )
(Gains)/losses from derivative financial instruments at
fair value through profit or loss ( 455 )
391 Operating profit before changes in working capital
48.477 69.844
Changes in working capital, excluding effects of acquisitions and translation differences
Increase/(decrease) in trade and other receivables ( 1.550 ) ( 12.449 )
Increase/(decrease) in inventories 13
3.503 3.685
Increase/(decrease) in trade and other payables
1.977 ( 3.378 )
Application of provisions 10 ( 554 ) ( 552 )
Cash from operating activities
51.853 57.150
Interest
paid ( 18.523 ) ( 17.777 )
Interest received
6.066 4.680
Income tax paid ( 5.705 ) ( 10.032 )
Net cash from operating activities
33.691 34.021
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
787 1.020
Proceeds from sale of other intangible assets
12 -
Proceeds from sale of financial assets
3.151 22.606
Dividends received
77 46
Acquisition of property, plant and equipment ( 12.508 ) ( 13.911 )
Acquisition of intangible assets ( 8.707 ) ( 9.380 )
Acquisition of other financial assets ( 1.513 ) ( 2.637 )
Payments for acquisition of subsidiaries, net of cash and cash equivalents 5 ( 1.132 ) ( 383 )
Payments for acquisition of subsidiaries in prior years 5 ( 8.952 ) ( 9.957 )
Net cash used in investing activities ( 28.785 ) ( 12.596 )
Cash flows from financing activities
Surrender of treasury shares ( 541 ) ( 763 )
Sale of treasury shares
745 5.656
Acquisition of non-controlling interests 5
- ( 382 )
Grants received
466 267
Bank borrowings received
42.446
119.640
Loans and borrowings and finance leases ( 29.354 ) ( 151.057 )
Dividends paid ( 9.142 ) ( 9.118 )
Net cash from/(used in) financing activities
4.620 ( 35.757 )
Net increase/(decrease) in cash and cash equivalents
9.526 ( 14.332 )
Cash and cash equivalents at 1 January
51.566 65.817
Effect of exchange differences on cash flows ( 1.243 )
81
Cash and cash equivalents at 31 December
59.849 51.566