Quarterly Report • Oct 10, 2016
Quarterly Report
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ID LOGISTICS GROUP
A French corporation (société anonyme) with capital stock of €2,793,940.50 Head office: 410, route du Moulin de Losque - 84300 Cavaillon AVIGNON Trade & Companies Registry No. 439 418 922
| 1 | PERSON RESPONSIBLE 3 | ||
|---|---|---|---|
| 1.1 | PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT 3 | ||
| 1.2 | STATEMENT OF THE PERSON RESPONSIBLE FOR THE DOCUMENT 3 | ||
| 2 | HALF-YEAR BUSINESS REPORT 4 | ||
| 3 | SUMMARY FINANCIAL STATEMENTS 9 | ||
| 4 | STATUTORY AUDITORS' REPORT 20 |
Mr. Eric Hémar, Chairman and CEO of ID Logistics Group.
I hereby certify that, to the best of my knowledge, the summary consolidated financial statements for the six months ended June 30, 2016 were prepared in accordance with applicable accounting standards and give a fair view of the Company's assets and liabilities, financial position and earnings, as well as those of all of its consolidated companies. I also certify that the attached half-year business report presents a fair statement of key events that occurred during the first six months of the year, the impact thereof on the financial statements and the main related party transactions, as well as a description of the main risks and uncertainties to be faced during the remaining six months of the year.
Cavaillon, September 5, 2016
Eric Hémar Chairman and CEO
The reader is invited to read the following information concerning the Group's financial position and earnings in conjunction with the summary consolidated financial statements for the six months ended June 30, 2016 as set out in Chapter 3 "Summary financial statements" of the half-year financial report.
Given that the figures stated in euro millions in the tables and analyses in this chapter have been rounded, the totals shown do not necessarily equal the sum of the individual rounded figures. Similarly, the sum of the percentages that are based on the rounded figures does not necessarily equal 100%.
In addition to the financial indicators directly mentioned in the financial statements, the Group uses alternative performance indicators :
No major events or significant changes in consolidation scope took place during the first half of 2016.
| €m | H1 2016 | H1 2015 |
|---|---|---|
| Revenues | 460.9 | 442.1 |
| Purchases and external charges | (240.5) | (223.7) |
| Staff costs | (194.9) | (184.8) |
| Miscellaneous taxes | (6.9) | (7.8) |
| Other underlying income (expenses) | 0.4 | (0.1) |
| Net (increases) write-backs to provisions | 5.8 | 0.6 |
| Net depreciation/impairment | (10.5) | (12.0) |
| EBIT before amortization of acquired customer relations | 14.5 | 14.3 |
| Amortization of acquired customer relations | (0.3) | (0.3) |
| Non-recurring expenses | - | - |
| Operating income | 14.2 | 14.0 |
| Net financial items | (2.8) | (3.2) |
| Corporate income tax | (4.8) | (4.6) |
| Share of earnings of equity affiliates | (0.0) | 0.3 |
| Total consolidated net income | 6.5 | 6.5 |
| Of which minority interests | 0.4 | 0.5 |
| Of which Group share | 6.1 | 6.0 |
First half 2016 consolidated revenues came in at €460.9 million, up 4.3% on first half 2015. At constant exchange rates (like-for-like), revenues rose by 10.1%. Revenues break down as follows:
| €m | H1 2016 | H1 2015 |
|---|---|---|
| France | 277.6 | 248.2 |
| International | 183.3 | 193.9 |
| Total revenues | 460.9 | 442.1 |
In France, revenues amounted to €277.6 million, up 11.8% over H1 2015. These results were primarily driven by the large volume of new business in 2016 as well as the increase in volumes sold under existing contracts.
International revenues fell by 5.4% to €183.3 million over the same period. Like-for-like growth, adjusted for an adverse exchange rate impact, came to 7.6%. Growth was boosted by South Africa, which completed the roll-out of its local chilled products chain during Q2 2015, and the gradual ramp-up of new contracts signed in the other countries since the start of 2016.
First half 2016 purchases and external charges amounted to €240.5 million, up from €223.7 million in first half 2015. Purchases and external charges as a percentage of revenues increased from 50.6% to 52.2%, mainly due to increased use of temporary staff in connection with new contract start-ups, non-recurring expenses covered by provision write-backs, as explained below, and rent paid on warehouses that belonged to the Group until their sale in late 2015.
First half 2016 staff costs amounted to €194.9 million, compared to €184.8 million in first half 2015. As a percentage of revenues, staff costs increased from 41.8% to 42.3%. A number of expenses related to disputes were incurred during first half 2016. These expenses were covered by provision write-backs, as explained below. Adjusted for these amounts, the increase in staff costs is in line with revenue growth.
Miscellaneous taxes decreased slightly, accounting for 1.5% of H1 2016 revenues versus 1.8% in H1 2015.
As in first half 2015, other income and expenses were close to zero for the first half of 2016.
Net provision write-backs mainly correspond to expenses recognized under purchases and external charges or staff costs.
First half 2016 depreciation amounted to 2.3% of revenues, compared to 2.7% in first half 2015. This decrease is due to the reduction in operating capital expenditure over the last few years and the late 2015 sale and leaseback of three warehouses.
The table below shows the impact of these changes on EBIT margins before amortization of customer relations:
| €m | H1 2016 | H1 2015 |
|---|---|---|
| France | 14.6 | 12.4 |
| EBIT margin (% revenues) | 5.3% | 5.0% |
| International | (0.2) | 1.9 |
| EBIT margin (% revenues) | -0.1% | 1.0% |
| Total | 14.5 | 14.3 |
| EBIT margin (% revenues) | 3.1% | 3.2% |
First half 2016 EBIT before amortization of customer relations amounted to €14.5 million generating an EBIT margin of 3.1%, slightly down from first half 2015. The France EBIT margin was boosted by tight control of new site start-up costs during the period. The fall in the international EBIT margin was due to the launch of new contracts with strategic customers, including in Germany and the Netherlands, and the start of operations in Belgium.
Net financial expenses decreased from €3.2 million in H1 2015 to €2.8 million in H1 2016. Net cost of debt fell from €2.7 million in H1 2015 to €2.3 million, mainly due to scheduled and early repayments of the bank loan taken out in July 2013 to fund the CEPL acquisition, but also to the termination of the finance leases on the warehouses sold in late 2015, as mentioned above. Other financial items, largely comprising a net expense on interest rate hedges and a discounting expense (primarily related to pension liabilities), amounted to €0.5 million, stable compared to H1 2015.
Corporate income tax includes the French "CVAE" tax on business value added amounting to €2.4 million in H1 2016, close to the H1 2015 charge of €2.3 million. Excluding CVAE, the first half 2016 corporate income tax charge amounted to €2.4 million based on the Group's effective tax rate of 27%, identical to the effective rate applied to first half 2015.
Group share of earnings of equity affiliates was close to break-even, compared to income of €0.3 million in H1 2015.
Following the above items, first half 2016 consolidated net income amounted to €6.5 million, similar to first half 2015 net income.
| €m | H1 2016 | H1 2015 |
|---|---|---|
| Net income | 6.5 | 6.5 |
| Net depreciation, impairment and provisions | 5.5 | 13.8 |
| Capital gains and losses on sale of assets | (0.1) | 0.1 |
| Tax charge net of tax paid | 2.5 | 0.4 |
| Net financial costs from financing activities | 2.3 | 2.7 |
| Fair value adjustments on financial instruments | (0.2) | (0.1) |
| Share of undistributed earnings of equity affiliates | (0.0) | (0.3) |
| Change in working capital | (24.2) | (9.9) |
| Net cash flow from operating activities | (7.7) | 13.2 |
| Net cash flow from investing activities | (6.8) | (7.6) |
| Net borrowings taken out (repaid) | (14.3) | (30.8) |
| Net financial costs from financing activities | (2.3) | (2.7) |
| Treasury stock transactions | 0.1 | (0.5) |
| Share issue | 0.1 | - |
| Minority interest dividends | - | (0.1) |
| Net cash flow from financing activities | (16.3) | (34.1) |
| Exchange gains (losses) | 0.1 | 0.4 |
| Change in net cash and cash equivalents | (30.7) | (28.1) |
| Opening net cash and cash equivalents | 69.7 | 80.3 |
| Closing net cash and cash equivalents | 39.0 | 52.2 |
Net cash flow from operating activities
First half 2016 net cash flow from operating activities amounted to a €7.7 million outflow compared to a €13.2 million inflow in H1 2015.
First half 2016 net cash flow from investing activities amounted to a €6.8 million outflow, down from €7.6 million in H1 2015, broken down as follows:
Net cash flow from financing activities
Total first half 2016 net cash flow from financing activities represented a €16.3 million outflow compared to a €34.1 million outflow in first half 2015.
After all of these factors and exchange gains and losses, Group net cash decreased by €30.7 million to €39.0 million during the first half of 2016, whereas in H1 2015 cash had decreased by €28.1 million.
| €m | 6/30/2016 | 12/31/2015 |
|---|---|---|
| Non-current assets | 235.2 | 241.4 |
| Trade receivables | 173.0 | 147.3 |
| Trade payables | (119.6) | (130.4) |
| Tax and social security payables | (127.4) | (118.9) |
| Other net receivables (payables) and provisions | 7.6 | 5.8 |
| Working capital | (66.4) | (96.2) |
| Net borrowings | 30.9 | 14.5 |
| Shareholders' equity, Group share | 131.1 | 124.3 |
| Minority interests | 6.9 | 6.3 |
| Shareholders' equity | 137.9 | 130.7 |
Non-current assets fell slightly compared to December 31, 2015 given that depreciation/amortization charges exceeded capital expenditure during the period.
The Group posted negative net working capital of €66.4 million as of June 30, 2016, down €29.8 million on December 31, 2015. Working capital represented 29 days sales as of June 30, 2016, down from 38 days as of December 31, 2015 mainly due to the deferral of receivables collected in early July 2016.
Group borrowings changed as follows over the period:
| (€m) | 6/30/2016 | 12/31/2015 |
|---|---|---|
| Bank loans | 34.3 | 44.2 |
| Real estate leases | 18.7 | 20.5 |
| Asset finance leases | 12.1 | 16.5 |
| Other borrowings | 4.8 | 3.0 |
| Gross borrowings | 69.9 | 84.2 |
| Net cash and cash equivalents | 39.0 | 69.7 |
| Net borrowings | 30.9 | 14.5 |
In conjunction with the CEPL acquisition, in July 2013 the Group took out a bank loan initially amounting to €75.0 million repayable over six years. As of June 30, 2016, the principal outstanding amounted to €25.4 million after the €12.5 million annual installment and early repayments totaling €12.1 million.
The loan is subject to compliance with certain financial ratios, calculated on an annual basis. The ratios applicable to fiscal 2016 and 2015 are as follows:
| Ratio | Definition | 2016 limit | 2015 limit |
|---|---|---|---|
| Gearing | Borrowings over consolidated equity |
< 1.3 | < 1.5 |
|---|---|---|---|
| Leverage | Net borrowings over underlying EBITDA |
< 1.75 | < 1.8 |
| Debt coverage | Cash flow before repayment of debt and interest/Repayment of debt and interest |
> 1.0 | > 1.0 |
| Capital expenditure | Capital expenditure during the year |
< €29 million | < €35 million |
As of December 31, 2015 all ratios were in compliance. At the present time there is no reason to doubt the Group's ability to comply with the ratios applicable to fiscal 2016.
As of June 30, 2016, finance leases included €18.7 million of real estate leases on warehouses. The other leases principally comprise finance leases on warehouse plant and equipment (including fork-lift trucks, information systems, surveillance and access control and other equipment).
As of June 30, 2016, almost all of the Group's borrowings (in the form of bank loans or finance leases) are taken out by French legal entities. After interest rate hedges, about 20% of the Group's borrowings are subject to floating interest rates.
Shareholders' equity increased from €130.7 million to €137.9 million, boosted by net income of €6.5 million partly offset by adverse currency movements and treasury stock transactions under the liquidity contract.
• Post balance sheet events
On June 27, 2016, the Group signed a memorandum of understanding to acquire Logiters, a leading contract logistics operator in Spain and Portugal. Logiters manages more than 50 warehouses equivalent to around 750,000 m², employs 3,300 people and generates annual revenues of around €250 million. After receiving the approval of the Spanish competition authority, the acquisition was closed on August 23, 2016.
• Seasonal factors
Although Group revenues are not subject to major seasonal fluctuations, second half revenues tend to be slightly higher than first half revenues in view of the Group's customer typology and growth profile, and excluding the impact of major discontinued operations.
However, first half revenues tend to be more volatile in terms of volumes with larger swings between business peaks and lows than in the second half. This volatility is reflected in lower operational productivity, and first half EBIT is generally lower than in the second half.
The Group's main risks and uncertainties as specified under Chapter 2 of the Registration Document filed with the Autorité des Marchés Financiers (French financial markets regulator) on April 28, 2016 have not materially changed at June 30, 2016.
| (€000) | Notes | H1 2016 | H1 2015 |
|---|---|---|---|
| Revenues | 460,945 | 442,081 | |
| Purchases and external charges | (240,526) | (223,663) | |
| Staff costs | (194,883) | (184,836) | |
| Miscellaneous taxes | (6,890) | (7,795) | |
| Other underlying income (expenses) | 449 | (49) | |
| Net depreciation/impairment | (10,477) | (12,021) | |
| Net (increases) write-backs to provisions | 5,840 | 575 | |
| EBIT before amortization of customer relations | 14,458 | 14,292 | |
| Amortization of acquired customer relations | (269) | (269) | |
| Non-recurring expenses | - | - | |
| Operating income | 14,189 | 14,023 | |
| Financial income | Note 9 | 976 | 604 |
| Financial expenses | Note 9 | (3,821) | (3,801) |
| Group income before tax | 11,344 | 10,826 | |
| Corporate income tax | Note 10 | (4,787) | (4,596) |
| Share of earnings of equity affiliates | (48) | 294 | |
| Total consolidated net income | 6,509 | 6,524 | |
| Of which minority interests | 446 | 474 | |
| Of which Group share | 6,063 | 6,050 | |
| Earnings per share, Group share | |||
| Basic EPS (€) | Note 11 | 1.09 | 1.08 |
| Diluted EPS (€) | Note 11 | 1.02 | 1.02 |
| (€000) | H1 2016 | H1 2015 |
|---|---|---|
| Total consolidated net income | 6,509 | 6,524 |
| Post-tax exchange differences | 423 | (49) |
| Other comprehensive income not reclassified to the income | ||
| statement | 423 | (49) |
| Post-tax pension provision discounting income/(charge) | 25 | 354 |
| Other post-tax items | 49 | 258 |
| Other comprehensive income that may be reclassified to the | ||
| income statement, net of tax | 74 | 612 |
| Comprehensive net income | 7,006 | 7,087 |
| Of which minority interests | 526 | 585 |
| Of which Group share | 6,479 | 6,503 |
| (€000) | Notes | 6/30/2016 | 12/31/2015 |
|---|---|---|---|
| Goodwill | Note 1 | 116,971 | 116,971 |
| Intangible assets | Note 1 | 7,577 | 7,536 |
| Property, plant and equipment | Note 2 | 93,052 | 98,125 |
| Investment in equity affiliates | 1,481 | 1,432 | |
| Other non-current financial assets | 7,443 | 8,374 | |
| Deferred tax assets | 8,673 | 8,947 | |
| Non-current assets | 235,197 | 241,385 | |
| Inventories | 20 | 20 | |
| Trade receivables | Note 3 | 172,953 | 147,292 |
| Other receivables | Note 3 | 47,404 | 45,092 |
| Other current financial assets | 5,670 | 8,842 | |
| Cash and cash equivalents | Note 4 | 39,055 | 69,783 |
| Current assets | 265,102 | 271,029 | |
| Total assets | 500,299 | 512,414 | |
| Capital stock | Note 5 | 2,794 | 2,793 |
| Additional paid-in capital | Note 5 | 53,704 | 53,569 |
| Exchange differences | (7,371) | (7,751) | |
| Consolidated reserves | 75,901 | 54,442 | |
| Net income for the year | 6,063 | 21,284 | |
| Shareholders' equity, Group share | 131,091 | 124,337 | |
| Minority interests | 6,853 | 6,328 | |
| Shareholders' equity | 137,944 | 130,665 | |
| Borrowings (due in over 1 yr) | Note 6 | 39,273 | 55,161 |
| Long-term provisions | Note 7 | 18,332 | 17,688 |
| Deferred tax liabilities | 618 | 3,535 | |
| Non-current liabilities | 58,223 | 76,384 | |
| Short-term provisions | Note 7 | 10,524 | 18,517 |
| Borrowings (due in less than 1 yr) | Note 6 | 30,319 | 28,524 |
| Other current financial liabilities | 329 | 520 | |
| Bank overdrafts | Note 4 | 40 | 55 |
| Trade payables | Note 8 | 119,649 | 130,429 |
| Other payables | Note 8 | 143,271 | 127,320 |
| Current liabilities | 304,132 | 305,365 | |
| Total liabilities and shareholders' equity | 500,299 | 512,414 |
| (€000) | Note | H1 2016 | H1 2015 |
|---|---|---|---|
| Net income | 6,509 | 6,524 | |
| Net depreciation, impairment and provisions | 5,534 | 13,769 | |
| Fair value adjustments on financial instruments | (191) | (107) | |
| Share of undistributed earnings of equity affiliates | (49) | (294) | |
| Capital gains or losses on the sale of fixed assets | (108) | 135 | |
| Change in working capital | Note 12 | (24,238) | (9,956) |
| Net cash flows from operating activities after net cost of debt and tax |
(12,543) | 10,071 | |
| Corporate income tax | Note 10 | 4,787 | 4,596 |
| Net financial expenses on financing activities | Note 9 | 2,311 | 2,723 |
| Net cash flows from operating activities before net cost of debt | (5,445) | 17,390 | |
| and tax | |||
| Tax paid | (2,292) | (4,154) | |
| Net cash flow from operating activities | (7,737) | 13,236 | |
| Purchase of intangible assets and PP&E | Notes 1-2 | (12,460) | (10,378) |
| Purchase of financial assets | (887) | (1,208) | |
| Fixed asset payables | (190) | 135 | |
| Sale of intangible assets and PP&E | 5,501 | 3,350 | |
| Sale of financial assets | 1,229 | 478 | |
| Net cash flow from investing activities | (6,807) | (7,623) | |
| Net financial costs from financing activities | Note 9 | (2,311) | (2,723) |
| Loans received | 13,409 | 4,775 | |
| Loan repayments | (27,686) | (35,604) | |
| Treasury stock transactions | 137 | (460) | |
| Minority interest dividends | - | (88) | |
| Share issue | 137 | - | |
| Net cash flow from financing activities | (16,314) | (34,100) | |
| Exchange gains (losses) | 145 | 383 | |
| Change in net cash and cash equivalents | (30,713) | (28,104) | |
| Opening net cash and cash equivalents | Note 4 | 69,728 | 80,331 |
| Closing net cash and cash equivalents | Note 4 | 39,015 | 52,227 |
| (€000) | Capital stock |
Additional paid-in capital |
Consolidation reserves |
Exchange differences |
Shareholders' equity, Group share |
Minority interests |
Total consolidated shareholders' equity |
|---|---|---|---|---|---|---|---|
| January 1, 2015 | 2,791 | 53,365 | 50,667 | (3,940) | 102,883 | 5,082 | 107,965 |
| H1 2015 net income | - | - | 6,050 | - 6,050 |
474 | 6,524 | |
| Gains and losses posted to shareholders' equity |
- | - | 593 | (228) | 365 | 198 | 563 |
| Treasury shares | - | - | (460) | - (460) |
- (460) |
||
| Distribution of dividends | - | - | - | - - |
(88) | (88) | |
| June 30, 2015 | 2,791 | 53,365 | 56,850 | (4,168) | 108,838 | 5,666 | 114,504 |
| H2 2015 net income | - | - | 15,234 | - 15,234 |
1,692 | 16,926 | |
| Gains and losses posted to shareholders' equity |
- | - | 3,201 | (3,583) | (382) | (762) | (1,144) |
| Distribution of dividends | - | - | - | - - |
(268) | (268) | |
| Treasury shares | - | - | 441 | - 441 |
- 441 |
||
| Share issue | 2 | 204 | - | - 206 |
- 206 |
||
| December 31, 2015 | 2,793 | 53,569 | 75,726 | (7,751) | 124,337 | 6,328 | 130,665 |
| H1 2016 net income | - | - | 6,063 | - 6,063 |
446 | 6,509 | |
| Gains and losses posted to shareholders' equity |
- | - | 38 | 380 | 418 | 79 | 497 |
| Treasury shares | - | - | 137 | - 137 |
137 | ||
| Distribution of dividends | - | - | - | - - |
- - |
||
| Share issue | 1 | 135 | - | 136 - |
136 - |
||
| June 30, 2016 | 2,794 | 53,704 | 81,964 | (7,371) | 131,091 | 6,853 | 137,944 |
ID Logistics Group SA is a société anonyme (French corporation) subject to French law with head office located at 410, route du Moulin de Losque 84300 Cavaillon. ID Logistics Group SA and its subsidiaries (hereinafter the "Group") operate a logistics business in France and around ten other countries.
The Group consolidated financial statements for the six months ended June 30, 2016 were approved by the Board of Directors on August 31, 2016. Unless otherwise indicated, they are presented in thousands of euros.
There were no major seasonal fluctuations in revenues during the period ended June 30, 2016.
Pursuant to European Regulation 1606-2002, the ID Logistics Group summary consolidated interim financial statements for the six months ended June 30, 2016 were prepared in accordance with IAS 34 – Interim financial reporting. Since these financial statements are summary, they do not contain all disclosures required under IFRS and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2015 available online at id-logistics.com.
The accounting principles adopted for the preparation of the summary consolidated interim financial statements comply with the IFRS standards and interpretations adopted by the European Union as of June 30, 2016, which may be viewed on the website:
http://ec.europa.eu/finance/company-reporting/index_en.htm.
These accounting principles are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2015, which are presented in Note 2 to the 2015 consolidated financial statements, except for the items presented in paragraph 2.2 below – Change in accounting principles.
The valuation methods specific to the summary consolidated interim financial statements are as follows:
• The interim period tax charge results from the estimated annual Group effective rate applied to the pre-tax interim earnings excluding material non-recurring items. This estimated annual effective rate takes into consideration, in particular, the expected impact of tax planning transactions. The tax charge relating to any nonrecurring items of the period is accrued using its specific applicable taxation;
• Stock-based compensation and staff benefit costs are recorded for the period in proportion to their estimated annual costs.
The following standards, amendments and interpretations, which are compulsory as of January 1, 2016, have no material impact on the financial statements:
The Group has not applied in advance the following standards and amendments:
No changes in consolidation took place during the first half of 2016.
On June 27, 2016, the Group signed a memorandum of understanding to acquire Logiters, the No. 1 contract logistics operator in Spain and Portugal. Logiters manages more than 50 warehouses equivalent to around 750,000 m², employs 3,300 people and posted revenues of €250 million in 2015.
Pursuant to IFRS 8 – Operating segments, the information below for each operating segment is identical to that presented to the chief operational decision-maker for purposes of deciding on the allocation of resources to the segment and assessing its performance.
An operating segment is a distinct component of the Group:
The Group's chief operational decision-maker has been identified as the Chairman and CEO and the Deputy General Manager, who jointly take strategic decisions.
The Group's two operating segments are France and International, determined in accordance with IFRS 8.
The France segment is made up of subsidiaries with head offices in continental France.
The International segment is made up of subsidiaries with head offices in the following countries: Argentina, Brazil, China, Germany, Spain, Réunion, Indonesia, Morocco, the Netherlands, Poland, Russia, South Africa and Taiwan.
Fixed assets are operating assets used by a segment for operational purposes. They include goodwill, intangible assets and property, plant and equipment. They do not include current assets used for operational purposes, deferred tax assets/liabilities or non-current financial assets.
Segment information, as presented to the chief decision-makers relating to continuing operations, is as follows:
| H1 2016 | H1 2015 | |||||
|---|---|---|---|---|---|---|
| France | International | Total | France | International | Total | |
| Revenues | 279,510 | 184,486 | 463,996 | 250,896 | 193,982 | 444,878 |
| Inter-segment revenues | (1,874) | (1,177) | (3,051) | (2,678) | (119) | (2,797) |
| Net revenues | 277,636 | 183,309 | 460,945 | 248,218 | 193,863 | 442,081 |
| EBIT before amortization of customer relations |
14,644 | (186) | 14,458 | 12,356 | 1,936 | 14,292 |
| Operating income | 14,375 | (186) | 14,189 | 12,086 | 1,937 | 14,023 |
| Net cash flow from operating activities | (35,649) | 27,912 | (7,737) | 13,629 | (393) | 13,236 |
| Capital expenditure | 3,838 | 8,622 | 12,460 | 4,418 | 5,961 | 10,379 |
| Fixed assets | 158,409 | 59,191 | 217,600 | 190,043 | 61,479 | 251,522 |
| Headcount | 5,234 | 8,734 | 13,968 | 4,992 | 8,588 | 13,580 |
| Goodwill | Software | Customer relations & other |
TOTAL | |
|---|---|---|---|---|
| Gross: | ||||
| January 1, 2016 | 116,971 | 12,415 | 5,651 | 135,037 |
| Acquisitions | - | 979 | - | 979 |
| Disposals | - | (405) | - | (405) |
| Other (reclassification, changes in consolidation etc.) |
- | 377 | - | 377 |
| Exchange gains (losses) | - | 383 | (2) | 381 |
| June 30, 2016 | 116,971 | 13,749 | 5,649 | 136,369 |
| Cumulative amortization and impairment: January 1, 2016 |
- - |
9,299 | 1,231 | 10,530 |
| Amortization charge | - | 1,178 | 291 | 1,469 |
| Impairment | - | - | - | - |
| Disposals | - | (401) | - | (401) |
| Other (reclassification, changes in consolidation etc.) |
- | (8) | - | (8) |
| Exchange gains (losses) | - | 233 | (2) | 231 |
| June 30, 2016 | - | 10,301 | 1,520 | 11,821 |
| Net: | ||||
| June 30, 2016 | 116,971 | 3,448 | 4,129 | 124,548 |
The net book value of goodwill, customer relations, other intangible assets and investments in equity affiliates is reviewed at least once a year and when events or circumstances indicate that a loss in value may have taken place. Such events or circumstances are related to material adverse changes of a permanent nature that impact either the economic environment or the assumptions or objectives adopted as of the date of acquisition. An impairment charge is recorded when the recoverable value of the assets tested falls permanently below their net book value.
As of June 30, 2016, the Group reviewed the impairment indicators that could lead to a reduction in the net book value of goodwill and investments in equity affiliates. No indication of loss in value was identified.
| Land and buildings |
Plant and equipment |
Other fixed assets |
Fixed assets in progress |
TOTAL | |
|---|---|---|---|---|---|
| Gross: | |||||
| January 1, 2016 | 77,982 | 52,565 | 28,438 | 7,917 | 166,902 |
| Acquisitions | 930 | 2,301 | 4,271 | 3,979 | 11,481 |
| Disposals | (6,656) | (1,829) | (6,297) | (72) | (14,854) |
| Change in consolidation | - | - | - | - | - |
| Exchange gains (losses) | 843 | (141) | 630 | 60 | 1,392 |
| Reclassification | 375 | (2,246) | 3,932 | (2,522) | (461) |
| June 30, 2016 | 73,474 | 50,650 | 30,974 | 9,362 | 164,460 |
| Cumulative depreciation and impairment: |
|||||
| January 1, 2016 | 19,164 | 31,851 | 17,752 | 10 | 68,777 |
| Depreciation charge | 2,617 | 4,243 | 2,477 | - | 9,337 |
| Impairment | - | - | - | - | - |
| Disposals | (1,287) | (1,600) | (4,315) | - | (7,202) |
| Change in consolidation | - | - | - | - | - |
| Exchange gains (losses) and reclassification |
275 | (2,418) | 2,639 | - | 496 |
| June 30, 2016 | 20,769 | 32,076 | 18,553 | 10 | 71,408 |
| Net: | |||||
| June 30, 2016 | 52,705 | 18,574 | 12,421 | 9,352 | 93,052 |
| 6/30/2016 | 12/31/2015 | |
|---|---|---|
| Trade receivables | 174,606 | 148,532 |
| Impairment provisions | (1,653) | (1,240) |
| Total trade receivables – net | 172,953 | 147,292 |
| Tax and social security receivables | 40,437 | 37,815 |
| Prepaid expenses | 6,967 | 7,277 |
| Total other receivables - net | 47,404 | 45,092 |
| 6/30/2016 | 12/31/2015 | |
|---|---|---|
| Cash and cash equivalents | 39,055 | 69,783 |
| Bank overdrafts | (40) | (55) |
| Net cash and cash equivalents | 39,015 | 69,728 |
Group cash and cash equivalents of €39,055,000 at June 30, 2016 comprise cash, sight bank deposits and €4,934,000 in money-market investments.
| Additional paid-in capital (€) |
Value (€) | Number of shares |
||
|---|---|---|---|---|
| January 1, 2016 | 53,568,845 | 2,792,941 | 5,585,881 | |
| Exercise of founders' warrants | 135,980 | 1,000 | 2,000 | |
| June 30, 2016 | 53,704,825 | 2,793,941 | 5,587,881 |
The Group has a single class of shares of common stock that entitle stockholders to the same dividend.
| 6/30/2016 | Due in less than 1 year |
Due in 1 to 5 years |
Due in more than 5 years |
|
|---|---|---|---|---|
| Current borrowings | ||||
| Bank loans | 16,440 | 16,440 | ||
| Finance leases | 9,426 | 9,426 | ||
| Factoring | 4,141 | 4,141 | ||
| Other borrowings | 312 | 312 | ||
| Total current borrowings | 30,319 | 30,319 | ||
| Non-current borrowings | ||||
| Bank loans | 17,859 | 17,859 | ||
| Finance leases | 21,414 | 19,178 | 2,236 | |
| Total non-current borrowings | 39,273 | 37,037 | 2,236 | |
| Total borrowings | 69,592 | 30,319 | 37,037 | 2,236 |
| Breakdown of borrowings by interest rate and by currency |
Amount | Currency | Rate |
|---|---|---|---|
| Loan | 27,058 | EUR | Floating |
| Loan | 996 | CNY | Floating |
| Loan | 782 | PLN | Floating |
| Loan | 5,463 | BRL | Floating |
| Factoring | 4,141 | EUR | Floating |
| Finance leases | 1,560 | BRL | Fixed |
| Finance leases | 352 | ARS | Fixed |
| Finance leases | 1,316 | PLN | Fixed |
| Finance leases | 79 | ZAR | Fixed |
| Finance leases | 8,808 | EUR | Fixed |
| Finance leases | 18,725 | EUR | Floating |
| Other payables | 312 | EUR | Fixed |
| Total | 69,592 |
| Social security and tax risks |
Operating risks | Employee benefits |
Total | |
|---|---|---|---|---|
| January 1, 2016 | 12,608 | 5,909 | 17,688 | 36,205 |
| Charges | 1,157 | 780 | 458 | 2,395 |
| Write-backs used | (6,486) | (2,975) | (144) | (9,605) |
| Write-backs not used | (330) | (267) | - | (597) |
| Other (consolidation, currency, reclassification etc.) |
122 | 6 | 330 | 458 |
| June 30, 2016 | 7,071 | 3,453 | 18,332 | 28,856 |
| Of which current provisions | 7,071 | 3,453 | - | 10,524 |
|---|---|---|---|---|
| Of which non-current provisions | - | - | 18,332 | 18,332 |
The provisions for operating risks primarily relate to disputes with customers, lessors, etc.
| 6/30/2016 | 12/31/2015 | |
|---|---|---|
| Trade payables | 119,649 | 130,429 |
| Tax and social security payables | 127,407 | 118,938 |
| Advances and payments on account received | 5,315 | 2,272 |
| Other current payables | 7,827 | 2,849 |
| Deferred income | 2,722 | 3,261 |
| Total other payables | 143,271 | 127,320 |
Trade and other payables all fall due in less than one year except for some deferred income which is amortized over the term of the customer contracts.
| H1 2016 | H1 2015 | |
|---|---|---|
| Interest and related income | 622 | 496 |
| Interest and related financial expenses | (2,934) | (3,219) |
| Net financial expenses on financing activities | (2,312) | (2,723) |
| Fair value adjustments on financial instruments | 95 | 107 |
| Discounting of balance sheet accounts | (196) | (137) |
| Other financial expenses | (432) | (444) |
| Net other financial expenses | (533) | (474) |
| Total | (2,845) | (3,197) |
Interest and related expenses largely relate to bank loans, finance lease liabilities and bank overdrafts.
| H1 2016 | H1 2015 | |
|---|---|---|
| Net current tax (charge)/income | (2,377) | (2,247) |
| Tax on business value added (CVAE) | (2,410) | (2,349) |
| Total | (4,787) | (4,596) |
The average number of shares during the period was as follows:
| (no.) | H1 2016 | H1 2015 |
|---|---|---|
| Average number of shares in issue | 5,586,131 | 5,585,881 |
| Average number of treasury shares | (9,403) | (5,886) |
| Average number of shares | 5,576,728 | 5,579,995 |
| Founders' warrants | 35,000 | 40,000 |
| Equity warrants | 329,131 | 328,040 |
| Average number of diluted shares | 5,940,859 | 5,948,035 |
| H1 2016 | H1 2015 | |
|---|---|---|
| Change in inventories | - | 7 |
| Change in trade receivables | (24,514) | (4,331) |
| Change in trade payables | (10,714) | (8,142) |
| Change in operating working capital | (35,228) | (12,466) |
| Change in other receivables | 1,747 | (3,697) |
| Change in other payables | 9,243 | 6,207 |
| Change in non-operating working capital | 10,990 | 2,510 |
| Change in working capital | (24,238) | (9,956) |
Transactions conducted between the Group and affiliated companies on an arm's length basis were as follows:
| Company | Type of | Transaction | Income (expense) | Balance sheet asset or (liability) |
||
|---|---|---|---|---|---|---|
| relationship type |
H1 2016 | H1 2015 | 6/30/2016 | 6/30/2015 | ||
| Comète | Joint director Services | provided | (225) | (225) | (358) | (343) |
| Financière ID | Joint shareholder |
Services provided |
128 | 347 | 128 | 347 |
Transactions with equity affiliates, which are concluded on an arm's length basis, related to ongoing administrative services and in total are not material in relation to the Group's business.
The Chairman of the Board of Directors does not receive any remuneration from the Group. He receives remuneration from Comète, in which he holds a 95.97% equity stake, and which has signed services agreements with various Group subsidiaries. The services specified in these agreements include management related to strategy and business development.
The amounts of the aforementioned services are specified under Note 13.
| H1 2016 | H1 2015 | |
|---|---|---|
| Expense type | ||
| Total gross remuneration | 339 | 257 |
| Post-employment benefits | - | - |
| Other long-term benefits | - | - |
| Severance pay | - | - |
The Group's signed commitments at the balance sheet date were as follows:
6/30/2016 12/31/2015
| Commitments given | ||
|---|---|---|
| Real estate leases | 189,126 | 198,143 |
| Plant and equipment leases | 47,134 | 36,399 |
| Parent company guarantees * | 351 | 851 |
| Borrowings subject to covenants | 25,400 | 42,431 |
| Commitments received |
Bank guarantees 18,594 17,699 * The parent company guarantees above do not include guarantees given for leasing commitments or for debt with covenants, which are described on the corresponding lines.
Commitments given in relation to real estate and plant and equipment leases were as follows:
| Due in less than 1 year |
Due in 1 to 5 years |
Due in more than 5 years |
Total | |
|---|---|---|---|---|
| June 30, 2016 | ||||
| Real estate leases | 58,300 | 117,036 | 13,790 | 189,126 |
| Plant and equipment leases | 19,426 | 27,571 | 137 | 47,134 |
In order to raise €75 million of funds for the CEPL acquisition, the Group pledged the following assets to the initial lenders:
At June 30, 2016, undrawn lines of credit amounted to €8,975,000 in respect of finance leases and €14 million in respect of credit facilities.
On August 23, 2016, the Group completed the acquisition of Logiters following the June 27, 2016 memorandum of understanding, as specified in the highlights for the half year. To finance this acquisition, ID Logistics Group took out a €112 million loan subject to covenants and repaid in advance the entire principal outstanding on the CEPL acquisition debt.
The purchase price allocation is currently being prepared and the IFRS 3R disclosures will be provided at December 31, 2016.
"To the Shareholders,
Pursuant to our engagement by the shareholders' general meeting and to Article L. 451-1-2 III of the French Monetary and Financial Code, we have:
The summary consolidated interim financial statements have been prepared under the responsibility of the Board of Directors. Our responsibility is to express our opinion on these financial statements on the basis of our limited review.
We have conducted our limited review in accordance with professional standards applicable in France. A limited review consists primarily of making inquiries of the members of the management responsible for accounting and financial matters and applying analytical procedures. The work is of limited scope compared to the work required for an audit performed in accordance with auditing standards applicable in France. Accordingly, the assurance under a limited review that the financial statements, taken as a whole, are free from material misstatement, is moderate and less than that obtained under a full audit scope.
On the basis of our limited review, we did not identify any material misstatements that cause us to believe that the summary consolidated interim financial statements have not been prepared in accordance with IAS 34 – Interim financial reporting, as included in the IFRS standards adopted by the European Union.
We have also verified the information provided in the half-year business report commenting on the summary consolidated interim financial statements on which we performed our limited review.
We have no comments on the report's fairness and its consistency with the summary consolidated interim financial statements.
Paris and Neuilly-sur-Seine, September 5, 2016
The Statutory Auditors
CFG Audit
Philippe Joubert
Deloitte & Associés Albert Aidan"
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