Beter Bed Holding N.V. operates in the European bedroom furnishings market. Its activities include retail trade through the chains Beter Bed, Matratzen Concord, El Gigante del Colchón, Beddenreus, Sängjätten and Literie Concorde. Beter Bed Holding is also active in the field of developing and wholesaling branded products in the bedroom furnishing sector via its subsidiary DBC International. The registered office of Beter Bed Holding N.V. is in Uden, the Netherlands.
The consolidated financial statements have been prepared on a historical cost basis, except for land, which is carried at fair value. The consolidated financial statements have been prepared in conformity with International Financial Reporting Standards (IFRS) as adopted in the European Union and their interpretations as approved by the International Accounting Standards Board (IASB). Unless expressly stated otherwise, the amounts stated in these notes refer to the consolidated figures. The consolidated financial statements have been prepared in euros and all amounts have been rounded off to thousands (€ 000), unless stated otherwise.
Certain prior-year amounts have been reclassified in line with the presentation for the year under review. These reclassifications relate mainly to the company profit and loss account.
The 2016 consolidated financial statements of Beter Bed Holding N.V. have been prepared by the Management Board and discussed in the meeting of the Supervisory Board on 16 March 2017. These financial statements are still to be adopted by the shareholders. The adoption of the financial statements has been placed on the agenda of the Annual General Meeting on 18 May 2017. As a result of the latest adaptation of Section 402 of Book 2 of the Dutch Civil Code, the company financial statements contain no longer an abbreviated profit and loss account.
- Application of new standards
A number of new standards, amendments to and interpretations of existing standards entered into effect in 2016. The new standards, amendments and interpretations of relevance to the company had no impact on the company's capital and results.
The following standards and interpretations were issued on the date of publication of the financial statements, but were not yet effective for the 2016 financial statements. Only those standards and interpretations are listed below that Beter Bed Holding N.V. reasonably expects to have an impact on the disclosures, the financial position or the results of the company upon future application. Beter Bed Holding N.V. intends to apply these standards and interpretations as soon as they become effective.
IFRS 9 Financial instruments, effective 1 January 2018.
IFRS 15 Revenue from contracts with customers, effective 1 January 2018.
IFRS 16 Leases, effective 1 January 2019.
IFRS 9 and IFRS 15 are not expected to have a significant effect on the consolidated financial statements of Beter Bed Holding.
IFRS 16, conversely, does have a significant effect. The company has more than 1,200 stores in various European countries. Nearly all these stores are rented. The notes for the rental agreements are current enclosed under Note 20 ‘Commitments not included in the balance sheet’. The monthly rental costs are currently recognised by debiting to the profit and loss account on the basis of the prevailing lease standard (IAS 17). Pursuant to IFRS 16, these rental and lease agreements shall need to be recognised in the balance sheet. The future ‘right of use’ will then be capitalised and the future lease obligation will be recognised. In addition, there will be a shift from the operating lease costs to the amortisation and interest expenses.
In 2016, Beter Bed Holding performed an initial analysis of the impact of IFRS 16 on the group. This revealed that it is to be expected that the balance sheet total will increase significantly by an amount dependent on the assumptions made for the discount rate and the renewal period for the rental agreements. This is also applicable to EBITDA. An adjustment of equity may also be necessary. IFRS 16 will, in conclusion, inevitably have a great impact on a number of ratios, including solvency. In 2017, Beter Bed Holding shall further detail the initial analysis, refine the assumptions to be made and then select a transition option. In 2017, Beter Bed Holding shall also – in view of the number of rental and lease agreements – further review how an automated solution could provide for transparent, efficient and effective recognition pursuant to IFRS 16.
- Principles of consolidation
New group companies are included in the consolidation at the time at which the company can exercise effective control over the company, because Beter Bed Holding holds the majority of voting rights or can control the financial and operating activities in another manner. The information is accounted for on the basis of full consolidation using uniform accounting policies. All intercompany balances and transactions, including unrealised gains on intercompany transactions, are eliminated in full.
The following companies are involved in the consolidation of Beter Bed Holding N.V. and its participating interests:
Name of statutory interest
BBH Beteiligungs GmbH
BBH Services GmbH & Co K.G.
Bedden & Matrassen B.V.
Uden, The Netherlands
Beter Bed B.V.
Uden, The Netherlands
Beter Bed Holding N.V. y Cia S.C.
Beter Beheer B.V.
Uden, The Netherlands
DBC International B.V.
Uden, The Netherlands
DBC Nederland B.V.
Uden, The Netherlands
DBC Deutschland GmbH1
El Gigante del Colchón S.L.
Literie Concorde SAS
M Line Bedding S.L.
Madrasser Concord ApS1
Matratzen Concord (Schweiz) AG
Matratzen Concord GmbH
Matratzen Concord GmbH
Sängjätten Sverige AB
Sängjätten Sverige Wholesale AB
- 1 Liquidated in 2016
- Principles for the translation of foreign currencies
The consolidated financial statements have been prepared in euros. The euro is the functional currency of Beter Bed Holding N.V. and the reporting currency of the group. Assets and liabilities in foreign currencies are translated at the rate of exchange on the balance sheet date; profit and loss account items are translated at the rate of exchange at the time of the transaction. The resultant exchange differences are credited or debited to the profit and loss account. Exchange differences in the financial statements of foreign group companies included in the consolidation are taken directly to equity through other comprehensive income. The results and assets and liabilities of consolidated foreign participating interests are translated into euros at the average exchange rate per month and the closing rate for the year under review. On the disposal of a foreign entity, the deferred accumulated amount recognised in equity for the foreign entity concerned is taken through the profit and loss account.
- Accounting policies
Property, plant and equipment
Items of property, plant and equipment other than land are valued at the cost of purchase or construction less straight-line depreciation based on the expected economic life or lower recoverable amount. Land is carried at fair value on the basis of periodic valuations by an outside expert. Any revaluations are recognised in equity through other comprehensive income, with a provision for deferred taxation being formed at the same time. Land and items of property, plant and equipment in the course of construction are not depreciated.
Items of property, plant and equipment are derecognised in the event of disposal or if no future economic benefits are expected from its use or disposal. Any gains or losses arising from its derecognition (calculated as the difference between the net proceeds on disposal and the carrying amount of the asset) are taken through the profit and loss account for the year in which the asset is derecognised. The residual value of the asset, its useful life and valuation methods are reviewed and if necessary adapted at the end of the financial year.
The determination whether an arrangement forms or contains a lease is based on the substance of the agreement and requires an assessment to determine whether the execution of the agreement is dependent upon the use of a certain asset or certain assets and whether the agreement gives the right to actually use the asset. Beter Bed Holding only has operating leases. Operational lease payments are recorded as expenses in the profit and loss account on a straight-line basis over the term of the lease.
Initial measurement of intangible assets is at cost. The cost of intangible assets obtained through an acquisition is equal to the fair value as of the acquisition date. Thereafter, valuation is at cost minus accumulated amortisation and impairments. Development costs are capitalised when they are likely to generate future economic benefits.
Intangible assets are assessed in order to determine whether they have a finite or indefinite useful life.
Intangible assets are amortised over their useful life and tested for impairment if there are indications that the intangible asset may be impaired. The amortisation period and method for an intangible asset with a finite useful life are assessed in any event at the end of each period under review. Any changes in the expected useful life or expected pattern of the future economic benefits from the asset are recognised by means of a change in the amortisation period or method and must be treated as a change in accounting estimate. Amortisation charges on intangible assets with a finite useful life are recognised in the profit and loss account.
Any gains or losses arising from the derecognition of intangible assets are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit and loss account when the asset is derecognised.
Impairment of assets
The company reviews at each reporting date whether there are indications that an asset has been impaired. If there is any such indication or if the annual impairment testing of an asset is required, the company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of the fair value of an asset or the cash-generating unit (after deduction of the selling costs) and the value in use. If an asset’s carrying amount exceeds the recoverable amount, the asset is deemed to have been impaired and its value is written down to the recoverable amount. When assessing the value in use, the present value of the estimated future cash flows is determined, applying a discount rate before tax that takes into account the current market assessment of the time value of money and the specific risks associated with the asset.
An assessment is made on each reporting date of whether there are indications that an impairment loss recognised in prior periods no longer exists or has decreased. If there is any such indication, the recoverable amount is estimated. An impairment loss recognised in prior periods is only reversed if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. In that case, the carrying amount of the asset is increased to the recoverable amount. This increased amount cannot exceed the carrying amount that would have been determined (net of amortisation) if no impairment loss had been recognised for the asset in prior years. Any such reversal is recognised in profit or loss.
Derecognition of financial assets and liabilities
A financial asset (or, if applicable, part of a financial asset or part of a group of similar financial assets) is derecognised if the group is no longer entitled to the cash flows from that asset or if substantially all risks and rewards of the asset have been transferred or – if substantially all risks and rewards of the asset have not been transferred – the entity has transferred ‘control’ of the asset.
A financial liability is derecognised when the obligation has been discharged or cancelled or has expired. If an existing financial liability is replaced by another from the same lender, under substantially different terms, or if substantial modifications are made to the terms of the existing liability, the replacement or modification is accounted for by recognising the new liability in the balance sheet and derecognising the original liability. The difference between the relevant carrying amounts is recognised in profit or loss.
Tax liabilities for current or prior years are valued at the amount that is expected to be paid to the tax authorities. The amount is calculated on the basis of the tax rates set by law and enacted tax laws.
A provision is formed for deferred tax liabilities based on the temporary differences on the balance sheet date between the tax base of assets and liabilities and the carrying amount in these financial statements. Deferred tax liabilities are recognised for all taxable temporary differences. The deferred tax liabilities are valued at nominal value.
Deferred tax assets are recognised for available tax loss carryforwards and deferred tax assets arising from temporary differences at the balance sheet date between the tax base of assets and liabilities and the carrying amount in these financial statements. They are valued at nominal value. Deferred tax assets arising from future tax loss carryforwards are only recognised to the extent that it is probable that sufficient future taxable profit will be available against which they can be utilised.
Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on applicable tax rates and enacted tax laws.
Inventories are valued at the lower of cost and net realisable value. The cost consists of the final purchase price less purchase discounts and plus additional direct costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs for settling the sale. Unrealised intercompany gains and losses are eliminated from the inventory valuation.
Cash and cash equivalents
Cash and cash equivalents on the balance sheet consist of bank balances and cash.
Provisions are recognised for legal or constructive obligations existing at the balance sheet date for which it is probable that an outflow of resources will be required and whose amount can be reliably estimated. Provisions are carried at the best estimate of the amounts required to settle the obligation at the balance sheet date, which is the nominal amount of the expenditure expected to be required, unless stated otherwise.
Other assets and liabilities
Other assets and liabilities are valued at amortised cost. Where necessary an allowance for doubtful debts is applied for receivables. The notes contain a specification of any differences between the market value of these assets and liabilities and the amounts stated in the balance sheet.
- Determination of the result
The revenue is understood as the proceeds of the sale of goods and services to third parties less discounts and similar rebates, and sales taxes. Sales are recognised as revenue when the goods are delivered to consumers and other customers and all significant risks and rewards of ownership of the goods have been transferred to the buyer.
Cost of sales
This comprises the cost of the goods and services included in sales, after deduction of any payment discounts and purchase bonuses received, increased by directly attributable purchase and supply costs.
The costs are determined in accordance with the aforementioned accounting policies, and are allocated to the financial year to which they relate. Interest is recognised as an expense in the period to which it relates.
A variety of pension schemes are in use within the company. In the Netherlands, the majority of the employees participate in the Wonen Industrial Pension Fund. This is an average pay scheme with a maximum pension accrual on the income for social security contributions. This arrangement is currently considered a ‘defined benefit’ scheme. This pension fund is not, however, able at present to provide data that enable a strict application of IAS 19. The principal reason for this is that the company’s share in the Wonen Industrial Pension Fund cannot be sufficiently reliably determined. Consequently this pension scheme is accounted for as a defined contribution scheme.
Virtually all other pension schemes are defined contribution schemes. The contributions paid to the Wonen Industrial Pension Fund and to insurers respectively are recognised as expenses in the year to which they relate. There are no company-specific pension schemes in the other countries.
Depreciation and amortisation
Depreciation and amortisation are calculated using the straight-line method based on the expected economic life. Additions in the year under review are depreciated and amortised from the date of purchase.
- Cash flow statement
The cash flow statement is prepared using the indirect method. The ‘cash and cash equivalents’ item stated in the cash flow statement can be defined as cash and cash equivalents less current bank overdrafts, inasmuch as this does not relate to the current component of non-current loans. Current bank overdrafts are an integral part of cash flow management.
- Share-based transactions
Members of the Management Board and a few other employees of the company receive remuneration in the form of payment transactions based on shares, whereby these employees provide certain services in return for capital instruments (transactions settled in equity instruments). The costs of the transactions settled with employees in equity instruments are valued at the fair value on the date of grant. Fair value is determined on the basis of a combined model of Black & Scholes and Monte Carlo simulations. Performance conditions are taken into account when determining the value of the transactions settled in equity instruments.
The costs of the transactions settled in equity instruments are recognised, together with an equal increase in equity, in the period in which the conditions relating to the performance and/or services are met, ending on the date on which the employees concerned become fully entitled to the grant (the date upon which it vests). The accumulated costs for transactions settled in equity instruments on the reporting date reflect the degree to which the vesting period has expired and also reflects the company’s best estimate of the number of equity instruments that will eventually vest. The amount that is charged to the profit and loss account for a certain period reflects the movements in the accumulated expense.
The main financial risk consists in failing to achieve the budgeted revenue and therefore the planned cash margins, mainly as a result of changes in consumer behaviour in response to changing economic conditions. Revenues and order intakes for each format are reported on a daily basis to manage this risk. On a weekly basis, data on realised margins, numbers of visitors, conversion and average order values are added to them and commented on.
On the basis of the analyses, adjustments are made in the utilisation of markeitng tools, including pricing policy and the use of advertising. In addition, cost budgets are periodically reviewed and adjusted if necessary. Economic and macroeconomic information from the market, including sector-specific reports, is also utilised.
Currency risks, arising mainly from purchases in dollars, are not hedged. A 5% change in the average dollar exchange rate would, on the basis of the purchasing volumes in the financial year, produce an effect of approximately € 108 (2015: € 192) on the operating profit (EBIT) if sales prices remain the same. There are virtually no financial instruments in foreign currencies. The currency risks owing to the presence and/or transactions in Sweden and Switzerland and the potential volatility of the Swedish krona and the Swiss franc are considered to be limited due to the fact that the majority of goods purchases takes place in euros.
Owing to the current capital structure of the company, interest rate risk is very limited. The effect on the result of a change (increase or decrease) in the interest rate of 50 basis points would be € 0 before tax (2015: € 0), on the basis of the use of the credit facilities at year-end 2016. The carrying amount of the financial liabilities is virtually equal to the fair value.
Credit risk is limited to the wholesale operations and trade receivables under bonus agreements. No specific measures are required for this, in addition to standard credit control. The fair value of receivables is equal to their carrying amount. The maximum credit risk equals the carrying amount of the receivables.
Liquidity risk is not very significant, owing to the nature of the company’s operations and financial position. A description of the available credit facilities can be found in the chapter current liabilities. For an explanation of the other risks, please refer to the related section of the Report of the Management Board.
- Capital management
The company has a target solvency (equity/total assets) of at least 30% in accordance with the dividend policy. In addition, the ratio of net interest-bearing debt/EBITDA must not exceed two. The item inventories is by far the most important in the working capital. Targets have been defined for this for each format. These variables are included in the weekly reports.
Solvency at year-end 2016 was 53.5% (2015: 57.5%). The net interest-bearing–debt/EBITDA ratio was 0.0 in 2016 (2015: 0.0).
EBITDA is defined as operating profit or loss before depreciation and amortisation of non-current assets and before disposals of non-current assets.
- Information by segment
Various operating segments are identified within the group as they are reviewed by the decision-makers within the entity. These operating segments independently earn revenues and incur expenses. The principal operating segments are comparable in each of the following respects:
- Nature of the products and services
The operating segments primarily sell mattresses, bedroom furnishings (including box springs), bed bases and bed textiles. The operating segments also provide the home delivery service..
- Customers for the products and services
The operating segments sell direct to consumers, focusing specifically on customers in the 'value for money' segment.
- Distribution channels for the products and services
The operating segments generate their revenue in stores (the offline retail channel) and also have a webshop (online retail channel). Online revenue compared with total revenue is similar for the operating segments.
- Economic characteristics
The operating segments have similar economic characteristics, e.g. in terms of revenue, gross profit and inventory turnover rate.
In view of the comparability of the above characteristics, the operating segments are aggregated into a single reportable segment.
- Nature of the products and services
- Seasonal pattern
Owing to the seasonal pattern in consumer demand, revenue and net profit are usually lower in the second and third quarter than in the first and fourth quarter.
In preparing the financial statements, the Management Board is required to exercise judgment, make assumptions and estimates that affect the application of the accounting standards and the valuation of the recognised assets and liabilities and income and expenses. Owing to those judgments, assumptions and estimates, the actual valuation may subsequently differ materially from the reported valuation.
The actual timing of the utilisation of amounts in provisions is uncertain when determining them beforehand. Judgments, assumptions and estimates are continually reviewed and are based on historical experience and other factors, including future expectations. These future expectations are based on reasonable expectations concerning the relevant factors affecting the financial statement item concerned.
Adjustments of estimates are recognised in the period in which those adjustments are made and, where relevant, in the future periods concerned.
Where significant estimates are made when drawing up the financial statements, an explanation is provided in the notes for each item in question. Accounting estimates were applied mainly for the measurement of intangible assets and property, plant and equipment and the provision for onerous contracts and taxation.
- Accounting for acquisitions
Acquisitions are accounted for on the basis of the purchase accounting method. From the date of acquisition, the results and the identifiable assets and liabilities of the acquired company are included in the consolidated financial statements. The date of acquisition is the date on which control can be exercised in the company concerned. The purchase price comprises the cash amount or equivalent thereof that has been agreed to acquire the acquiree plus any directly attributable costs. Any amount by which the purchase price exceeds the net amount of the fair value of the identifiable assets and liabilities is capitalised as goodwill under intangible assets. If the purchase price is lower than the net amount of the fair value of the identifiable assets and liabilities, the difference (badwill) is credited to profit or loss.
Acquisition of Sängjätten
On 2 June 2016, Beter Bed Holding N.V. concluded an agreement in principle with Sängjätten AB, with its registered office in Gothenburg (Sweden) on the acquisition of specific assets, the personnel and the rental agreements of the Sängjätten Group. The resolutory and other conditions governing this acquisition are laid down in the Share Purchase Agreement that the parties signed on 2 June 2016.
Pursuant to an Asset Transfer Agreement, these assets have since been transferred from the Sängjätten Group to a newly incorporated company, Sängjätten Sverige AB, with its registered office in Helsingborg (Sweden). Beter Bed Holding N.V. subsequently acquired 100% of the shares in Sängjätten Sverige AB from Sängjätten AB on 17 June 2016.
The Sängjätten format is compatible with the Beter Bed business model and retail format, and can achieve operational, commercial and financial synergy. In acquiring Sängjätten, Beter Bed Holding has obtained a nationwide chain in Sweden.
The acquisition is recognised in the group's financial results on the basis of the purchase accounting method. The date of acquisition, the date on which the dominant control of the assets and activities of the acquired party is effectively transferred to the acquiring party, was 17 June 2016.
The purchase price of the shares was set at € 3.3 million. The net fair value of the Sängjätten assets and liabilities was also € 3.3 million. The acquired assets were comprised of inventories (€ 1.5 million), the capitalisation of the Sängjätten brand name (€ 1.8 million) and tangible fixed assets (€ 0.3 million). The acquisition also extended to the acquisition of staff liabilities of € 0.3 million.
The revenue of the acquired activities amounted to € 5.0 million in the period from 17 June to 31 December 2016. The operating profit in this period amounted to € 0.6 million negative. When this acquisition had been a member of the Beter Bed Holding N.V. group throughout the year under review then this revenue would have been increased by about € 5.0 million.