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Number of pages: 12 PRESS RELEASE Accell Group profit up 11% in 2011 Heerenveen (the Netherlands), 24 February 2012 – Accell Group N.V. recorded a rise in turnover and net profit in 2011. Turnover increased by 9% to € 628.5 million, from € 577.2 million in 2010, partly on the back of rising sales of electric and sports bicycles, due in particular to strong growth in Germany. Positive developments in working capital and a relative reduction of inventories created a strong cash flow. Partly as a result of a positive contribution on balance from one-off items, net profit for 2011 was up by 11% at € 40.3 million, compared with € 36.4 million in 2010. René Takens, Chief Executive Officer of Accell Group: “We are satisfied with the results we achieved, particularly in view of the current economic climate, which is making consumers hesitant to make major purchases. The electric bicycle continues to gain in popularity in the Netherlands and abroad, in particular in Germany. Thanks to the increase in turnover, that segment now accounts for 31% of the total bicycle turnover of Accell Group. Turnover and profit from bicycle parts and accessories also showed healthy growth. In this segment, we noted that while consumers are putting off new bicycle purchases, they are investing in the maintenance of their existing bicycles. In addition to the reduced tax burden, the book profit of € 16 million on the sale of our 22% stake in the listed company Derby Cycle lifted our net profit. Unfortunately, this effect was for a significant part offset by the definitive ruling in a case with the Dutch competition authority NMa, which has been ongoing for more than 10 years. We expect cycling to remain very popular in the coming years, with bicycles increasingly becoming a lifestyle product for consumers, especially for young people. We are responding to this international trend. And thanks to investments in our strong brands, innovations, design and the geographical presence of our activities we can also respond rapidly to changes in the market. Barring unforeseen circumstances, we therefore expect a further increase in turnover and net operating result in 2012.” Key developments in 2011 In 2011, Accell Group saw its turnover increase by 9%, due to both organic growth and as a result of acquisitions. Turnover in bicycles rose by 9% and sales in bicycle parts and accessories were up 15%. The bicycle season started early in the spring, but the poor weather in the summer led to the postponement of sales until after the season. This made extra discounts necessary, which in turn put pressure on the margins in the second half of the year. The integration of Accell Bisiklet (Turkey) and the 50% stake in Atala (Italy) was completed in early 2011. In June, we acquired Vartex, a small distributor of bicycles and bicycle parts in Sweden. In November, Accell Group reached agreement on the acquisition of Van Nicholas, a Dutch niche player in titanium bicycles for the high-end segment, while in December we reached agreement on the acquisition of Currie Technologies, an important supplier of electric bicycles and e-steps (mini escooters) in North America. Turnover at the fitness division, which has been strongly reduced in size in recent years, continued to decrease in 2011 due to lower sales and the scaling down of the activities in North America. 1 In case of any inconsistencies the Dutch version of this press release is leading. Turnover specification (amounts in € million) Geographical Netherlands Germany France Rest of Europe Other countries Total 216.4 176.3 58.0 123.4 54.4 628.5 Per product group Bicycles Parts and accessories Fitness 465.6 141.3 21.6 Total 628.5 After more than 10 years, September last year saw a definitive ruling in a procedure lodged by the Dutch competition authority NMa pertaining to an alleged breach by a number of bicycle manufacturers. The fine initially imposed was cut almost in half to € 6.9 million (excluding interest of € 2.6 million), of which € 4.6 million had already been provided for in 2007. Accell Group sold the 22% stake it acquired in Derby Cycle AG in October via a public bid on all shares in Derby Cycle Werke AG, which resulted in a book profit of € 16 million. Bicycles/Bicycle parts & Accessories Turnover in the segment bicycles/bicycle parts & accessories increased by more than 11% to € 607.6 million, from € 548.7 million in 2010. The acquisition of the Turkish firm Accell Bisiklet and the Swedish company Vartex pushed the number of bikes sold to 1,115,000 from 949,000 in 2010. The average price dropped to € 417, from € 449 in 2010, due to the addition of cheaper bicycles to the range, in particular through Accell Bisiklet. Organically, the average bike price increased. Sales of electric bicycles were up 21% and now account for 31% of total bicycle turnover. Turnover in sports bikes increased by 23%. Profit from this segment came in at € 52.8 million, compared with € 55.5 million in 2010. Sales of bicycles in the Netherlands dropped in line with the market, while turnover in bicycle parts and accessories showed a strong increase. The poor summer weather meant that in the Netherlands in particular, a lot of bicycles had to be sold at a discount in the second half year, because they had failed to sell before the end of the season in September. The market is weak because consumer spending remains cautious. Consumers are deluded with the idea of an uncertain future, which means they are postponing purchases of more expensive products more frequently. At the beginning of 2012, Accell Group acquired Van Nicholas, a niche player in titanium bicycles and frames for the top segment with attractive international growth potential. The greatest increase in turnover was recorded in Germany. Bicycle sales were up 26% and turnover in bicycle parts and accessories rose by 16%. In Germany, national and regional authorities are strongly promoting cycling and the electric bike is gaining in popularity. Total sales of electric bikes in the German market were estimated at 250,000 – 300,000 in 2011. The increase in the number of electric bikes sold also led to an increase in the average bicycle price. In France, turnover in bicycle sales was down due to a weak market. Turnover in bicycle parts and accessories in France rose by 26% in 2011. Turnover in other countries increased both within and outside Europe. The addition of Accell Bisiklet resulted in an increase in turnover in Turkey, Italy and Finland, while the acquisition of Vartex increased turnover in Sweden. In the United States, turnover in bicycles and bicycle parts remained stable, despite the uncertain economic climate. In December, Accell Group reached agreement on the acquisition of Currie Technologies, an important supplier of e-bikes and e-steps (mini e-scooters) in the US. The acquisition was completed in Janauary 2012. Accell Group’s turnover from bicycles in Asia remains limited for now. Demand for bicycles in the higher segments will increase partly as a 2 In case of any inconsistencies the Dutch version of this press release is leading. result of rapidly increasing wealth in Asia and we have strengthened our own organisation in the region in preparation for that growth. Fitness Turnover in the fitness segment dropped to € 21.0 million, from € 28.5 million in 2010. This reduced the contribution to turnover from this segment to 3%. The result from this segment fell to a loss of € 1.4 million, from a loss of € 0.4 million in 2010, as a result of the drop in turnover. This loss excludes extraordinary reorganisation charges of around € 4.0 million. These reorganisation costs pertain in particular to the costs of reducing inventories and receivables, reorganisation and relocation costs and deferred taxes. We continued with the gradual downsizing of the organisation in 2011 and reduced the cost base. A reduction in working capital resulted in a positive cash flow in 2011. The market for fitness equipment for home use, the main market for the products of Tunturi and Bremshey, remains weak. We adjusted the organisation in line with reduced turnover levels mainly through the previously announced downsizing of the activities in North America. We closed down the office and distribution centre and are only continuing the service activities. We relocated the head office in the Netherlands to a new and less expensive location and we have also adjusted the organisation in the Netherlands. We have outsourced all production activities to manufacturers in Asia. Accell Group has a distribution centre in Asia for centralised deliveries from suppliers. This centre supplies the full range of products to more than 40 distributors across the world. Accell Group is keeping all options open in terms of the future of the fitness activities. Key financial developments in 2011 Total turnover rose by 9% in 2011 to € 628.5 million, with 4% of this growth organic. Added value (net turnover less material costs and inbound transport costs) as a percentage of turnover came in at 33% in 2011, compared with 35% in 2010. The slight drop in added value was primarily related to developments in the second half of the year. Due to a poor summer season, an unusual level of purchases were postponed until the autumn, which led to higher than regular discounts on the sales of models from the 2010/2011 ranges. This also led to delays in the delivery of the new products for the 2011/2012 season, which had a negative impact on the relative added value. Absolute added value rose by 2% to € 208.2 million, up from € 203.4 million in 2010. Because season prices are agreed with most suppliers and exchange rates are largely hedged per season, price rises and drops in the cost of raw materials and parts have little impact on results during a season, but are felt when setting the prices for the new season. Operating costs as a percentage of turnover remained stable at 27%, unchanged from 2010. Personnel costs rose by 5% due to acquisitions and came in at 12.8% of turnover, compared with 13.3% in 2010. Other operating costs rose by 14% due to acquisitions, as well as an organic increase, and came in at 13.2% of turnover, up from 12.6% in the previous year. Excluding one-off reorganisation charges for the fitness operations and the extra charge taken for the Dutch competition authority NMa fine, the operating result (EBIT) came in at € 40.7 million, down from € 44.8 million in 2010. As a percentage of turnover (operating margin), this adjusted operating result was 6.5%, down from 7.8% in 2010. Including the reorganisation charges and the NMa fine, the operating result amounted to € 34.8 million. Financial income and expenses (excluding the interest on the NMa fine) rose by 25% due to a higher average credit requirement. The tax burden fell to 7%, from 14% in 2010, due to the participation exemption on the book profit related to Derby Cycle AG and the favourable tax regime in the Netherlands, as well as the impact of the legal restructuring of Accell Group’s German activities, which came into effect in 2009. The application of the innovation box had an impact of € 0.8 million in 2011. 3 In case of any inconsistencies the Dutch version of this press release is leading. The result from minority participations came in at € 0.4 million in 2011, up from € 0.1 million the previous year, due to the addition of the 50% stake in Atala (Italy). The book profit on the sale of Accell Group’s stake in Derby Cycle AG amounted to more than € 17 million, of which € 16.1 million remained after the deduction of costs. Net profit for the 2011 financial year was € 40.3 million, up from € 36.4 million in 2010. Excluding one-off items in both 2010 (€ 5.9 million due to the innovation box deduction and the one-off release of provisions for taxes and acquisitions) and 2011 (€ 8.6 million due on the one hand to the book profit on the sale of Accell Group’s stake in Derby Cycle and the innovation box, and on the other to the charges for the NMa fine and the reorganisation of the fitness activities) the net operating result rose by 4% to € 31.7 million, from € 30.5 million in 2010. Mainly due to acquisitions (Accell Bisiklet, Atala and Vartex), the balance sheet total had risen to € 434.0 million at year-end 2011, from € 383.9 million at year-end 2010. Total working capital amounted to € 222.0 million, compared with € 199.8 million in 2010. Working capital amounted to 35.3% of turnover, compared with 34.6% in 2010. Acquisitions had an impact of € 16.0 million on this figure. Inventories decreased by 2% organically at year-end 2011, compared with year-end 2010. Capital employed rose to € 353.4 million, from € 302.5 million in 2010. The return on capital employed stood at 11.5% at the end of the 2011 financial year, compared with 15.3% at year-end 2010, based on the operating result adjusted for one-off items. Shareholders’ equity amounted to € 214.6 million at the end of the 2011 financial year, up from € 180.4 million at the same time in 2010. In addition to the impact of the profit realised in 2011, shareholders’ equity was also influenced by the payment of a cash dividend of € 9.9 million (2010: € 7.6 million) and other movements of around € 3.9 million, including the impact of revaluation of financial instruments (currency hedges and interest rate swaps). Provisions fell to € 22.5 million in 2011, from € 23.3 million in 2010, due on the one hand to the payment of the NMa fine and on the other to assumption of obligations as a result of acquisitions. Solvency stood at 49.5% at year-end 2011, up from 47.0% at year-end 2010. Total loans and bank credits amounted to € 119.9 million at year-end 2011, compared with € 101.8 million at year-end 2010. The financing ratio of Net Debt / EBITDA stood at 2.0 at the end of the 2011 financial year, compared with 1.9 a year earlier. Interest coverage on the basis of the adjusted operating result came in at 6.5 in 2011, down from 10.6 in 2010. Operating cash flow before working capital and provisions amounted to € 58.6 million, compared with € 54.3 million in 2010. Net cash flow from operating activities rose to € 39.4 million, from € 3.3 million in 2010. The strong operating cash flow was largely due to the favourable development of inventories in the second half of the year. Earnings per share and dividend Earnings per share on the basis of the weighted average number of outstanding shares, which stood at 20,905,497 shares at year-end 2011, came in at € 1.93, up from € 1.75 in 2010. Due to the issue of 403,592 shares related to the stock dividend for the 2010 financial year, the correction factor for earnings per share from previous years is 0.981. The increase compared with the reported earnings per share in 2010 (€ 1.78) was 8%. Accell Group will propose to its shareholders the payment of a dividend of € 0.92 per share, compared with € 0.84 in 2010, in cash or in shares. This results in a pay-out ratio of 48% (2010: 48%) and is therefore in line with Accell Group’s dividend policy and unchanged from previous years. Based on 4 In case of any inconsistencies the Dutch version of this press release is leading. the closing price of Accell Group shares at year-end 2011 (€ 14.10), the dividend yield amounts to 6.5%. Outlook Health, environmental awareness, mobility and active leisure time are all sustainable underlying trends that will continue to boost consumer demand for Accell Group’s products in the years ahead. In addition to this, bicycles are now increasingly seen as a lifestyle product, especially among young people. In the years ahead, the popularity of bicycle use for recreation and sport, and as an alternative to cars will continue to increase, both in the Netherlands and elsewhere. Consumer demand is high for electric bikes, more expensive mountain bikes, sports bikes, racing bikes and bikes for special target groups. Accell Group will continue to use its strong brands to respond to the sustained demand for products with high levels of added value, products that stand out and are successful because of their innovation and contemporary design. In 2012, we will continue to focus on supporting these strong brands, on intensive collaboration with specialised dealers and on targeted marketing at points of sale and consumer advertising. In view of macro-economic developments, Accell Group expects the hesitancy among consumers to make major purchases to continue for the foreseeable future. We also expect the market to remain highly dynamic. As in previous years, we will see more movements in consumer demand across the season. Since our brands operate close to their markets, Accell Group can adapt to changing consumer demands relatively quickly. The willingness among dealers to build up their own inventories remains low because they are assuming high levels of availability on the supplier side. These developments are placing greater demands on the organisation’s ability to adapt and realise further profit growth. Further increases in scale are important to realising benefits in purchasing, production, development and marketing. In 2012, Accell Group will continue to actively seek potential acquisitions that fit in with the group’s profile and brand portfolio. Acquisitions must be complementary and add value to the group in the short term, in terms of both returns and synergy. Expectation The medium to long term outlook remains positive. There is structurally positive demand for bicycles for mobility, health and active sports. This will continue to boost turnover in particular in electric bikes and sports bikes in the higher market segments. However, the macro-economic conditions in Europe in particular currently remain highly uncertain. Barring unforeseen circumstances and based on the above developments, we expect an increase in turnover and net operating result in 2012 as compared with 2011. / / / / / / / About Accell Group Accell Group is active internationally in the mid-range and higher segments of the market for bicycles, bicycle parts & accessories and fitness equipment. The group is leader in the European bicycle market. The market approach is based on the key concepts ‘quality’, ‘innovation’ and ‘recognisable added value’. For consumers this means a broad and strong portfolio of brands, including international top brands and well-known national brands, often with a long history. Accell Group operates close to the market, and sells primarily via the specialist retail trade, largely because of its high added value and numerous innovations. 5 In case of any inconsistencies the Dutch version of this press release is leading. Accell Group’s best known brands are Batavus, Koga, Sparta, Winora, Hai Bike, Ghost, Lapierre, Atala, Redline, Tunturi and XLC. The company has production facilities in the Netherlands, Germany, France, Hungary and Turkey. Accell Group shares are traded on the official market of the NYSE Euronext in Amsterdam and included in the Amsterdam Small Cap Index (AScX). Accell Group recorded turnover of € 628.5 million in 2011 compared with € 577.2 million in 2010 and net profit of € 40.3 million, compared with € 36.4 million in 2010. Turnover is distributed across the company’s key markets as follows: the Netherlands 34%, Germany 28% and France 9%. Other European countries, including Belgium, Denmark, Finland, Austria, Spain and the UK, account for 20% of turnover. The remaining 9% of turnover comes from countries outside Europe, including the US and Canada. Financial agenda 2012 • Publication annual report 2011 • Publication trading update • Annual General Meeting of Shareholders • Ex-dividend • Determination of stock dividend exchange rate • Payment of dividend • Publication of half year results 2012 • Publication trading update For further information: Accell Group N.V. René Takens, Chairman of the Board (CEO) Hielke Sybesma, Member of the Board (CFO) Website: www.accell-group.com 15 March 2012 26 April 2012 26 April 2012 30 April 2012 21 May 2012 23 May 2011 26 July 2012 14 November 2012 tel: (+31) 0513-638701 tel: +(31) 0513-638702 Press conference Today, 24 February 2012 - Okura Hotel, Amsterdam (Ballroom I), reception: 9.30 am; start 10.00 am Analysts meeting Today, 24 February 2012 - Okura Hotel, Amsterdam (Ballroom I), reception: 12.00 noon; start 12.30 pm Annexes - Condensed consolidated profit and loss statement as at 31-12-2011 and data per share - Condensed consolidated balance sheet as at 31-12-2011 - Condensed consolidated cash flow statement as at 31-12-2011 - Condensed consolidated statement of changes in equity as at 31-12-2011 - Condensed consolidated statement of realised and non-realised results as at 31-12-2011 - Explanatory notes 6 In case of any inconsistencies the Dutch version of this press release is leading. CONDENSED CONSOLIDATED PROFIT AND LOSS STATEMENT (amounts in € * 1,000) 2011 2010 628,475 577,226 (420,246) (373,859) (80,642) (76,607) (7,355) (7,494) (83,124) (591,367) (72,911) (530,871) NMa fine (2,307) 0 Operating profit 34,801 46,355 Result of participations Result of associates 16,079 356 0 75 Financial income and expenses (7,845) (4,228) Pre-tax profit 43,391 42,202 Taxes (3,114) (5,822) Net profit 40,277 36,380 1,93 1,78 Weighted average number of outstanding shares 20,905,497 20,385,290 Number of outstanding shares at year-end 21,094,760 20.609,012 Net turnover Cost of raw materials and auxiliary materials Staff costs Depreciation and amortisation Other operating costs Earnings per share 1) (amounts in €) Reported earnings per share ¹) Earnings per share is calculated based upon the weighted average number of outstanding shares. 7 In case of any inconsistencies the Dutch version of this press release is leading. CONDENSED CONSOLIDATED BALANCE SHEET (amounts in € * 1,000) 31 December 2011 31 December 2010 Tangible fixed assets 64,110 59,600 Intangible fixed assets 50,030 42,244 Financial fixed assets 11,946 9,663 Inventories 189,087 178,941 Receivables 114,564 92,164 4,259 1,322 433,996 383,934 214,646 180,392 22,535 23,310 Long-term debts 47,994 51,686 Credit institutions 71,918 50,146 Other short-term debts 76,903 78,400 433,996 383,934 ASSETS Fixed assets Current assets Liquid assets TOTAL LIABILITIES Equity Provisions 1) TOTAL 1) The short term portion of the provisions amounts to € 3,676 and € 3,042 in 2011 and 2010 respectively. 8 In case of any inconsistencies the Dutch version of this press release is leading. CONDENSED CONSOLIDATED CASH FLOW STATEMENT (amounts in € * 1,000) 2011 2010 34,801 16,079 7,382 355 46,355 0 7,549 399 58,617 54,303 (6,486) 52,131 (8,200) (4,567) (37,319) 16,984 (3,968) (9,741) 39,364 3,275 346 (8,061) (14,748) 272 (4,605) (60) (22,463) (4,393) Free cash flow 1) 16,901 (1,118) Cash flow from financing activities Movements in bank loans and bank credit Dividends Share- and option-based payments (3,982) (9,890) (80) 8,434 (7,593) 952 Net cash flow from financing activities (13,952) 1,793 Net cash flow Liquid assets as per 1 January Effect of currency exchange liquid assets 2,949 1,322 (12) 675 849 (202) Liquid assets as per 31 December 4,259 1,322 Cash flow from operations Operating profit Result of participations Depreciation and amortisation Share-based payments Cash flow from operations before working capital and provisions Movement in working capital and provisions Operating cash flow Paid interest Paid corporate tax Net cash flow from operations Cash flow from investment activities Received interest Movement in fixed assets Acquisitions subsidiary companies Net cash flow from investment activities 1) The free cash flow is defined as the balance of net cash flows of operating and investment activities. 9 In case of any inconsistencies the Dutch version of this press release is leading. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (amounts in € * 1,000) Balance on 31 December previous year Dividends Share-based payments Other movements Net profit current year Balance on 31 December current year 2011 2010 180,392 151,756 (9,890) 355 3,512 40,277 (7,593) 399 (550) 36,380 214,646 180,392 CONDENSED CONSOLIDATED STATEMENT OF REALISED AND NON-REALISED RESULTS (amounts in € * 1,000) 2011 2010 Realised net profit 40,277 36,380 Fair value adjustment financial instruments Exchange differences foreign activities Movements deferred taxes 6,670 (1,406) (1,668) (2,414) 398 581 Total of realised and non-realised results 43,873 34,945 10 In case of any inconsistencies the Dutch version of this press release is leading. EXPLANATORY NOTES Principles of valuation and the determination of results Accell Group N.V.’s annual accounts for the financial year 2011 contain an overview of the applied principles for financial reporting. The principles laid out in this overview are in accordance with the standards laid down by the International Accounting Standards Board (IASB) and approved by the European Commission, as applicable on 31 December 2011. The principles have been applied consistently to the periods presented in this press release. Application of new and amended IFRS Accell Group N.V. has applied all the new and amended standards and interpretations applicable to the year under review, which have been laid down by the IASB and approved by the European Commission and which were in force for the period beginning 1 January 2011. The application of the new and amended standards did not result in any change in the reporting standards of Accell Group N.V. in the financial year 2011. Accell Group N.V. has decided not to apply any new or amended standards which came into force after 31 December 2011 prior to that date. Other The condensed financial statements presented in this press release have not been audited. For the insight required to arrive at a responsible opinion concerning the financial position and the results of Accell Group N.V., this press release should be read in combination with the annual accounts on which it is based. Accell Group N.V. will publish its 2011 annual report no later than on 15 March 2012. The annual accounts 2011 will be submitted to the Annual General Meeting of Shareholders for adoption on 26 April 2012. * * * 11 In case of any inconsistencies the Dutch version of this press release is leading.