Quarterly Report • Sep 15, 2023
Quarterly Report
Open in ViewerOpens in native device viewer
______
This translation is only for the convenience of English-speaking readers. Only the French text has legal value.
ID LOGISTICS GROUP
A French corporation (société anonyme) with capital stock of €3,086,664.00 Head office: 55 chemin des Engrenauds, 13660 Orgon, France. TARASCON TRADE AND COMPANIES REGISTER 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 | CONDENSED FINANCIAL STATEMENTS 10 | |
| 4 | STATUTORY AUDITORS' REPORT 22 |
Mr. Eric Hémar, Chairman and CEO of ID Logistics Group.
I hereby certify that, to the best of my knowledge, the condensed consolidated financial statements for the six months ended June 30, 2023 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.
Orgon, September 15, 2023
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 condensed consolidated financial statements for the six months ended June 30, 2023 as set out in Chapter 3 "Condensed 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 presented in the consolidated financial statements, the Group uses a number of alternative performance indicators:
| €m | H1 2023 | H1 2022 |
|---|---|---|
| Revenues | 1,288.6 | 1,168.4 |
| Purchases and external charges | (626.8) | (596.0) |
| Staff costs | (462.7) | (401.2) |
| Miscellaneous taxes | (11.5) | (11.5) |
| Other underlying income (expenses) | 1.5 | 0.5 |
| Net (increases) write-backs to provisions | 3.3 | 3.4 |
| Underlying EBITDA | 192.4 | 163.7 |
| Net depreciation/impairment | (144.5) | (121.5) |
| EBIT before amortization of acquired customer relations | 47.9 | 42.2 |
| Amortization of acquired customer relations | (2.3) | (1.7) |
| Non-recurring expenses | - | (2.2) |
| Net financial items | (21.6) | (10.2) |
| Corporate income tax | (6.7) | (8.3) |
| Share of earnings of equity affiliates | 0.6 | 0.7 |
| Net income from continuing operations | 17.9 | 20.4 |
| Net income/(loss) from discontinued operations | 0.4 | (0.2) |
| Total consolidated net income | 18.3 | 20.2 |
| Minority interests | 1.9 | 1.9 |
| Group share | 16.4 | 18.3 |
ID Logistics posted H1 2023 revenues of €1,288.6 million, up 10.3%. This performance incorporates changes in consolidation resulting from the acquisitions of Kane Logistics in the United States (consolidated since April 1, 2022) and Spedimex in Poland (consolidated since June 1, 2023), as well as currency losses over the period. Restated for these effects, first half like-for-like revenue growth came to 4.3%.
In accordance with the definition of alternative performance indicators set out above, the reconciliation between reported and like-for-like revenue data is as follows:
| €m | H1 2022 |
Impact of change in consolidation |
Impact of change in exchange rates |
Impact of application of IAS 29 |
Like-for-like change |
H1 2023 |
|---|---|---|---|---|---|---|
| Revenues | 1,168.4 | +7.0% | -1.1% | +0.1% | +4.3% | 1,288.6 |
Revenues break down as follows:
| €m | H1 2023 | H1 2022 |
|---|---|---|
| International | 877.3 | 745.5 |
| France | 411.3 | 422.9 |
| Total revenues | 1,288.6 | 1,168.4 |
First half 2023 purchases and external charges amounted to €626.8 million, up from €596.0 million in first half 2022 but down from 51.0% to 48.6% as a percentage of revenues. This relative decrease is mainly due to reduced use of temporary staff and other subcontracting services in accordance with the policy of adjusting costs to consumption volumes.
First half 2023 staff costs amounted to €462.7 million, up from €401.2 million in H1 2022. As a percentage of revenues, staff costs rose from 34.3% in H1 2022 to 35.9% in H1 2023. This relative increase is the result of the relative decrease in purchases and external charges mentioned above.
Miscellaneous taxes amounted to 0.9% of revenues, as in 2022.
As in first half 2022, other income and expenses netted out close to zero for the first half of 2023.
Net provision write-backs mainly correspond to expenses recognized under purchases and external charges or staff costs.
As a result of the foregoing items, underlying EBITDA amounted to €192.4 million in first half 2023, up from €163.7 million in first half 2022. Tight management of variable costs amid an uncertain consumer environment and the strong increase in productivity under recently launched contracts led to a significant improvement in the underlying EBITDA margin from 14.0% in H1 2022 to 14.9% in H1 2023.
Net depreciation/impairment came to €144.5 million in H1 2023 compared to €121.5 million in H1 2022. As a percentage of revenues, this item rose from 10.4% in H1 2022 to 11.2% due to the increase in operating capital expenditure over the last few years for operations that are becoming increasingly automated.
The table below shows the impact of these changes on EBIT margins before amortization of customer relations:
| €m | H1 2023 | H1 2022 |
|---|---|---|
| International | 31.7 | 25.3 |
| EBIT margin (% revenues) | 3.6% | 3.4% |
| France | 16.2 | 16.9 |
| EBIT margin (% revenues) | 3.9% | 4.0% |
| Total | 47.9 | 42.2 |
| EBIT margin (% revenues) | 3.7% | 3.6% |
First half 2023 EBIT before amortization of customer relations amounted to €47.9 million, generating an EBIT margin of 3.7%, up 10 bps compared to first half 2022:
As a reminder, ID Logistics' business is seasonal and the first half tends to be less profitable than the second.
Amortization of acquired customer relations increased by €0.6 million from €1.7 million in H1 2022 due to the consolidation of Kane Logistics.
There were no non-recurring expenses in H1 2023. H1 2022 non-recurring expenses comprised costs and fees related to the GVT, Colisweb and Kane Logistics acquisitions.
The Group posted net financial expenses of €21.6 million for first half 2023, up from €10.2 million in first half 2022, consisting of:
The tax line item includes a €0.9 million business value-added tax (CVAE) charge for H1 2023, down from €1.8 million in H1 2022 due to the reduction in the CVAE tax rate. Excluding CVAE, the first half 2023 corporate income tax charge amounted to €5.8 million, implying a Group effective tax rate of 25% comparable to that charged in H1 2022.
As in H1 2022, Group share of earnings of equity affiliates was just above break-even in H1 2023.
As a result of the foregoing items, first half 2023 net income from continuing operations amounted to €17.9 million, compared to €20.4 million in the first half of 2022.
As stated above, ID Logistics' operations in Russia, which were discontinued in early 2023, are classified as discontinued operations in accordance with IFRS 5. They represented a net loss of €0.2 million in H1 2022 compared to a net profit of €0.3 million in H1 2023 due to the write-back of unused provisions.
| €m | H1 2023 | H1 2022 |
|---|---|---|
| Net income from continuing operations | 17.9 | 20.4 |
| Net depreciation, impairment and provisions | 143.5 | 119.8 |
| Change in working capital | 5.4 | (15.1) |
| Other changes related to operating activities | 12.6 | 8.3 |
| Net cash flow from (used by) operating activities | 179.4 | 133.4 |
| Net cash flow from investing activities | (54.1) | (270.9) |
| Net financial expenses on financing activities | (11.9) | (4.3) |
| Net borrowings taken out (repaid) | 24.1 | 256.2 |
| Payment of IFRS 16 lease liabilities | (123.4) | (104.3) |
| Other changes in financing transactions | (4.7) | (1.8) |
| Net cash flow from financing activities | (115.9) | 145.8 |
| Exchange gains (losses) | 1.7 | 0.9 |
| Change in net cash and cash equivalents | 11.1 | 9.2 |
| Opening net cash and cash equivalents | 183.6 | 156.8 |
| Closing net cash and cash equivalents | 194.7 | 166.0 |
First half 2023 net cash flow from operating activities amounted to a €179.4 million inflow, up from €133.4 million in H1 2022.
Net cash flow from investing activities
First half 2023 net cash flow used by investing activities amounted to a €54.1 million outflow, compared to a €270.9 million outflow in H1 2022. This breaks down as follows:
Total first half 2023 net cash flow from financing activities represented a €115.9 million outflow compared to a €145.8 million inflow in first half 2022.
After accounting for all of these factors and exchange gains and losses, Group net cash increased by €11.1 million to €194.7 million during the first half of 2023, comparable to the €9.2 million increase recorded in H1 2022.
| €m | 6/30/2023 | 12/31/2022 |
|---|---|---|
| Goodwill | 542.7 | 471.5 |
| Right-of-use assets (IFRS 16) | 756.4 | 720.8 |
| Other non-current assets | 285.3 | 289.1 |
| Non-current assets | 1,584.4 | 1,481.4 |
| Trade receivables | 478.1 | 467.2 |
| Trade payables | (361.3) | (347.5) |
| Tax and social security payables | (259.6) | (250.7) |
| Other net receivables (payables) and provisions | 39.2 | 16.7 |
| Working capital | (103.6) | (114.3) |
| Net borrowings | 324.4 | 309.8 |
| Lease liabilities (IFRS 16) | 766.4 | 732.2 |
| Net debt | 1,090.8 | 1,042.0 |
| Net liability from discontinued operations | - | 0.4 |
| Shareholders' equity, Group share | 386.5 | 307.9 |
| Minority interests | 3.5 | 16.8 |
| Shareholders' equity | 390.0 | 324.7 |
Non-current assets rose €103.0 million compared to December 31, 2022:
goodwill increased by €71.2 million, mainly due to the Spedimex acquisition which generated goodwill of €74.9 million;
right-of-use assets (lease commitments capitalized in application of IFRS 16) increased by €35.6 million, including €27.9 million due to the consolidation of Spedimex;
other non-current assets were broadly stable at €285.3 million.
The Group posted negative net working capital of €103.6 million as of June 30, 2023, down €10.7 million from December 31, 2022 and slightly penalized by the consolidation of Spedimex.
Group net borrowings break down as follows:
| €m | 6/30/2023 | 12/31/2022 |
|---|---|---|
| Syndicated loan | 445.0 | 402.1 |
| Other borrowings | 74.1 | 91.3 |
| Gross borrowings | 519.1 | 493.4 |
| Net cash and cash equivalents | 194.7 | 183.6 |
| Net borrowings | 324.4 | 309.8 |
As stated above, net borrowings have increased by €14.6 million since December 31, 2022, mainly due to the use of the €65.0 million available total under the revolving credit facility, partly offset by repayments under the syndicated loan and other borrowings coupled with strong operating cash generation during the period.
The new syndicated loan is subject to the following covenant: as of June 30, 2023, net borrowings over underlying EBITDA must be less than 3.5, before application of IFRS 16 and on a consolidated basis. With a ratio of 1.8 at June 30, 2023, this covenant was in compliance.
Shareholders' equity amounted to €324.4 million, an increase over December 31, 2022. In addition to net income for the period, the increase also results from the issuance of new ID Logistics Group shares amounting to €53.9 million reserved for the Spedimex majority shareholder and vendor in respect of the share-based portion of the Spedimex purchase price.
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 as specified under Chapter 2 of the Universal Registration Document filed with the Autorité des Marchés Financiers (French financial markets authority) on April 27, 2023 had not materially changed at June 30, 2023.
* * *
The comparative information in the consolidated income statement and consolidated statement of cash flows presented in this document has been restated to reflect the classification of ID Logistics Russia under discontinued operations in accordance with IFRS 5 - Non-current assets held for sale and discontinued operations. These restatements are described in Note 18.
| €000 | Notes | H1 2023 | H1 2022 |
|---|---|---|---|
| Revenues | 1,288,644 | 1,168,384 | |
| Purchases and external charges | (626,840) | (595,966) | |
| Staff costs | (462,676) | (401,213) | |
| Miscellaneous taxes | (11,573) | (11,481) | |
| Other underlying income (expenses) | 1,516 | 525 | |
| Net (increases) write-backs to provisions | 3,292 | 3,417 | |
| Net depreciation/impairment | (144,510) | (121,482) | |
| EBIT before amortization of customer relations | 47,853 | 42,184 | |
| Amortization of acquired customer relations | (2,274) | (1,738) | |
| Non-recurring income (expenses) | Note 10 | - | (2,213) |
| Operating income | 45,579 | 38,233 | |
| Financial income | Note 11 | 3,555 | 775 |
| Financial expenses | Note 11 | (25,131) | (11,016) |
| Group earnings before tax | 24,003 | 27,992 | |
| Corporate income tax | Note 12 | (6,708) | (8,275) |
| Share of earnings of equity affiliates | 590 | 703 | |
| Net income from continuing operations | 17,885 | 20,420 | |
| Net income/(loss) from discontinued operations | 351 | (174) | |
| Total consolidated net income | 18,236 | 20,246 | |
| Minority interests | 1,860 | 1,955 | |
| Group share | 16,376 | 18,291 | |
| Earnings per share, Group share | |||
| Basic EPS (€) | Note 13 | 2.85 | 3.22 |
| Diluted EPS (€) | Note 13 | 2.68 | 3.03 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | |||
| €000 | H1 2023 | H1 2022 | |
| Total consolidated net income | 18,236 | 20,246 | |
| Post-tax pension provision discounting income (charge) | (29) | 532 | |
| Other comprehensive income not reclassified to the income statement | (29) | 532 | |
| Post-tax exchange differences | (3,447) | 15,188 | |
| Other post-tax items | 2,057 | 1,920 | |
| Other comprehensive income that may be reclassified to the income statement, net of tax |
(1,390) | 17,108 | |
| Comprehensive net income | 16,817 | 37,886 | |
| Minority interests | (113) | 2,786 | |
| Group share | 16,929 | 35,100 |
| €000 | Notes | 6/30/2023 | 12/31/2022 |
|---|---|---|---|
| Goodwill | Note 1 | 542,733 | 471,499 |
| Intangible assets | Note 1 | 50,123 | 53,794 |
| Property, plant and equipment | Note 2 | 195,912 | 196,226 |
| Right-of-use assets - IFRS 16 | Note 9 | 756,379 | 720,810 |
| Investments in equity affiliates | 3,178 | 2,588 | |
| Other non-current financial assets | 17,836 | 17,224 | |
| Deferred tax assets | 18,271 | 19,224 | |
| Non-current assets | 1,584,432 | 1,481,365 | |
| Inventories | 1,583 | 1,718 | |
| Trade receivables | Note 3 | 478,148 | 467,157 |
| Other receivables | Note 3 | 107,766 | 79,307 |
| Other current financial assets | 37,979 | 45,589 | |
| Cash and cash equivalents | Note 4 | 194,902 | 183,643 |
| Current assets | 820,378 | 777,414 | |
| Assets - discontinued operations | 7,822 | ||
| Total assets | 2,404,810 | 2,266,601 | |
| Capital stock | Note 5 | 3,087 | 2,843 |
| Additional paid-in capital | Note 5 | 193,685 | 57,241 |
| Exchange differences | (6,422) | (4,948) | |
| Consolidated reserves | 179,737 | 214,501 | |
| Net income for the year | 16,376 | 38,221 | |
| Shareholders' equity, Group share | 386,463 | 307,858 | |
| Minority interests | 3,539 | 16,795 | |
| Shareholders' equity | 390,002 | 324,653 | |
| Borrowings (due in over 1 yr) | Note 6 | 373,471 | 228,743 |
| Lease liabilities (due in over 1 yr) - IFRS 16 | Note 9 | 541,156 | 477,218 |
| Long-term provisions | Note 7 | 16,100 | 15,397 |
| Deferred tax liabilities | 3,862 | 4,987 | |
| Non-current liabilities | 934,589 | 726,345 | |
| Short-term provisions | Note 7 | 31,141 | 34,202 |
| Borrowings (due in less than 1 yr) | Note 6 | 145,581 | 264,659 |
| Lease liabilities (due in less than 1 yr) - IFRS 16 | Note 9 | 225,251 | 254,944 |
| Bank overdrafts | Note 4 | 209 | - |
| Trade payables | Note 8 | 361,308 | 347,458 |
| Other payables | Note 8 | 316,729 | 306,148 |
| Current liabilities | 1,080,219 | 1,207,411 | |
| Liabilities - discontinued operations | 8,192 | ||
| Total liabilities and shareholders' equity | 2,404,810 | 2,266,601 |
| €000 | Note | H1 2023 | H1 2022 |
|---|---|---|---|
| Net income from continuing operations | 17,885 | 20,420 | |
| Net depreciation, impairment and provisions | 143,492 | 119,801 | |
| Share of undistributed earnings of equity affiliates | (590) | (703) | |
| Other non-cash items | 904 | (468) | |
| Change in working capital | 5,399 | (15,127) | |
| Corporate income tax | Note 12 | 6,708 | 8,276 |
| Acquisition costs | - | 2,213 | |
| Net financial expenses on financing activities | Note 11 | 21,740 | 9,488 |
| Tax paid | (16,180) | (10,454) | |
| Net cash flow from operating activities | 179,358 | 133,446 | |
| Purchase of intangible assets and PP&E | Notes 1-2 | (33,366) | (30,340) |
| Purchase of subsidiaries net of cash acquired | (22,314) | (245,466) | |
| Acquisition costs | - | (2,213) | |
| Sale of intangible assets and PP&E | 1,563 | 7,079 | |
| Net cash flow from investing activities | (54,117) | (270,940) | |
| Net financial expenses on financing activities | Note 11 | (11,902) | (4,274) |
| Loans received | 282,814 | 416,820 | |
| Loan repayments | (258,691) | (160,704) | |
| Payment of IFRS 16 lease liabilities | (123,421) | (104,282) | |
| Treasury stock transactions | (4,722) | (1,783) | |
| Minority interest dividends | - | - | |
| Net cash flow from financing activities | (115,922) | 145,777 | |
| Exchange gains (losses) | 1,731 | 910 | |
| Change in net cash and cash equivalents | 11,050 | 9,193 | |
| Opening net cash and cash equivalents | Note 4 | 183,643 | 156,805 |
| Closing net cash and cash equivalents | Note 4 | 194,693 | 165,998 |
| €000 | Capital stock |
Additional paid-in capital |
Consolidation reserves |
Exchange differences |
Shareholders' equity, Group share |
Minority interests |
Total consolidated shareholders' equity |
|---|---|---|---|---|---|---|---|
| January 1, 2022 | 2,837 | 57,241 | 208,234 | (14,330) | 253,982 | 13,281 | 267,263 |
| H1 2021 net income | - | - | 18,291 | - | 18,291 | 1,955 | 20,246 |
| Gains and losses posted to shareholders' equity |
- | - | 2,381 | 14,429 | 16,810 | 830 | 17,640 |
| Treasury shares | - | - | (1,783) | - | (1,783) | - | (1,783) |
| Share issue | 6 | - | (6) | - | - | - | - |
| June 30, 2022 | 2,843 | 57,241 | 227,117 | 99 | 287,300 | 16,066 | 303,366 |
| Net income for the year | - | - | 19,930 | - | 19,930 | 1,561 | 21,491 |
| Exchange differences | - | - | - | (5,047) | (5,047) | (267) | (5,314) |
| Other items of comprehensive income |
- | - | 7,384 | - | 7,384 | 331 | 7,715 |
| Distribution of dividends | - | - | - | - | - | (896) | (896) |
| Treasury shares | - | - | (1,709) | - | (1,709) | - | (1,709) |
| December 31, 2022 | 2,843 | 57,241 | 252,722 | (4,948) | 307,858 | 16,795 | 324,653 |
| Net income for the year | - | - | 16,376 | - | 16,376 | 1,860 | 18,236 |
| Exchange differences | - | - | - | (1,474) | (1,474) | (1,972) | (3,446) |
| Other items of comprehensive income |
- | - | 2,026 | - | 2,026 | - | 2,026 |
| Treasury shares | - | - | (4,722) | - | (4,722) | - | (4,722) |
| Share issue | 244 | 136,444 | (70,289) | - | 66,399 | (13,144) | 53,255 |
| June 30, 2023 | 3,087 | 193,685 | 196,113 | (6,422) | 386,463 | 3,539 | 390,002 |
ID Logistics Group SA is a société anonyme (French corporation) subject to French law with head office located at 55 chemin des Engranauds, Orgon (13660), France. 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, 2023 were approved by the Board of Directors on August 30, 2023. Unless otherwise indicated, they are presented in thousands of euros.
Pursuant to European Regulation 1606-2002, the ID Logistics Group condensed consolidated interim financial statements for the six months ended June 30, 2023 were prepared in accordance with IAS 34 – Interim financial reporting. Since these financial statements are condensed, 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, 2022 available online at id-logistics.com.
The accounting principles adopted for the preparation of the condensed consolidated interim financial statements comply with the IFRS standards and interpretations adopted by the European Union as of June 30, 2023, which may be viewed on the website: https://ec.europa.eu/info/index_en
These accounting principles are consistent with those used for the preparation of the annual consolidated financial statements for the year ended December 31, 2022, which are presented in Note 2 to the 2022 consolidated financial statements, except for the items presented in paragraph 2.2 below – Change in accounting principles.
The valuation methods specific to the condensed consolidated interim financial statements are as follows:
• The interim period tax charge results from the estimated annual Group effective rate applied to 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 non-recurring 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 application of standards, amendments and interpretations applicable from January 1, 2023 had no material impact on the Group financial statements.
There are no new standards, amendments or interpretations published but not yet compulsory that could have a material impact on the Group financial statements.
Founded in 1993, Spedimex is a leading Polish contract logistics operator with recognized expertise in the fashion and e-commerce sectors serving major international and Polish brands, as well as in cosmetics. In addition to contract logistics, Spedimex boasts a solid distribution and transport network and offers value-added logistics services and retail order picking. Spedimex has developed an asset-light model and operates 15 sites across the country spanning a total area of 230,000 sqm. The company has implemented sophisticated automation and technology solutions capable of managing large complex flows, such as e-commerce and store returns covering over 15 European countries for a single customer. Over the past few years, Spedimex has significantly grown its revenues to reach PLN 510 million revenues and PLN 41 million net income in 2022. For the first half of 2023, Spedimex contributed €8.7 million to Group revenues and €1 million to Group EBITDA. Company's revenues are €57 million for the first half of 2023 with an EBITDA of €7 million.
The acquisition transaction was paid in cash in the amount of €23.5 million plus the equivalent of €53.9 million in new ID Logistics Group shares issued to Marcin Bąk, Spedimex's former main shareholder and Chairman and CEO.
The following table shows the details of the provisional purchase price allocation for this acquisition:
| Right-of-use assets (IFRS 16) | 27,935 |
|---|---|
| Non-current assets (fixed assets) | 2,312 |
| Working capital | (2,368) |
| Provisions | (2,100) |
| Cash | 7,929 |
| Borrowings | (61) |
| Lease liabilities - IFRS 16 | (27,935) |
| Total revalued net assets | 5,712 |
| Investment purchase price | 80,582 |
| Goodwill | 74,870 |
The investment purchase price shown in the statement of cash flows is €15.6 million, which corresponds to the €23.5 million price actually paid to date less acquired cash and cash equivalents totaling €7.9 million.
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 CEO, 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 whose head offices are located outside continental France.
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 2023 (6/30/2023) | H1 2022 (6/30/2022) | |||||
|---|---|---|---|---|---|---|
| France | International | Total | France | International | Total | |
| Revenues | 411,275 | 877,369 | 1,288,644 | 422,902 | 745,482 | 1,168,384 |
| Underlying EBITDA (1) | 61,630 | 130,733 | 192,363 | 61,176 | 102,490 | 163,666 |
| EBIT before amortization of customer relations |
16,171 | 31,682 | 47,853 | 16,866 | 25,318 | 42,184 |
| Operating income | 16,171 | 29,408 | 45,579 | 16,616 | 21,617 | 38,233 |
| Net cash flow from operating activities | 49,964 | 129,966 | 179,930 | 37,910 | 95,536 | 133,446 |
| Operating capex (2) | 4,204 | 29,162 | 33,366 | 5,738 | 24,602 | 30,340 |
| Fixed assets | 319,124 | 1,226,023 | 1,545,147 | 364,045 | 1,024,802 | 1,388,847 |
| o/w Right-of-use assets under IFRS 16 | 144,725 | 611,654 | 756,379 | 176,897 | 485,646 | 662,543 |
| Headcount | 7,349 | 19,724 | 27,073 | 7,448 | 17,370 | 24,818 |
|---|---|---|---|---|---|---|
A segment may comprise several countries if they share the same management, teams and customers and if performance is measured, not at country level, but at the level of a set of countries overseen by a single senior management team. This is notably the case for the Iberian Peninsula, which includes Spain and Portugal, and Benelux, which includes Belgium and the Netherlands.
In the International segment, Benelux, the USA and the Iberian Peninsula each account for over 10% of Group revenues. Revenues and underlying EBITDA amounted respectively to €146 million and €26 million (Benelux), €181 million and €33 million (USA) and €200 million and €24 million (Iberian Peninsula).
| Goodwill | Software | Customer relations & other |
TOTAL | ||
|---|---|---|---|---|---|
| Gross: | |||||
| January 1, 2023 | 471,955 | 51,124 | 45,279 | 568,358 | |
| Acquisitions | - | 1,050 | 900 | 1,950 | |
| Disposals | - | (1,070) | - | (1,070) | |
| Change in consolidation | 74,870 | 18 | - | 74,888 | |
| Reclassification | - | - | - | - | |
| Exchange gains (losses) | (3,636) | 149 | (387) | (3,874) | |
| June 30, 2023 | 543,189 | 51,271 | 45,792 | 640,252 | |
| Cumulative amortization and impairment | |||||
| January 1, 2023 | 456 | 41,497 | 1,112 | 43,065 | |
| Amortization charge | 2,854 | 2,377 | 5,231 | ||
| Impairment | - | ||||
| Disposals | (1,060) | (1,060) | |||
| Reclassification | - | ||||
| Exchange gains (losses) | 192 | (29) | 163 | ||
| June 30, 2023 | 456 | 43,480 | 3,460 | 47,396 | |
| Net: | |||||
| June 30, 2023 | 542,733 | 7,791 | 42,332 | 592,856 |
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, 2023, the Group reviewed the impairment indicators that could lead to a reduction in the net book value of goodwill and investments in equity affiliates. Based on this approach, there is no need to record impairment charges as of June 30, 2023.
The Group has updated the accounting recognition of goodwill on the March 2022 acquisition of US-based Harkness Capital (Kane Logistics group parent company). The final allocation is as follows:
| Right-of-use assets (IFRS 16) | 82,488 |
|---|---|
| Customer relations amortized over 6 years | 22,046 |
| Non-current assets (fixed assets) | 11,714 |
| Working capital | (541) |
| Provisions | (20,155) |
| Cash | 1,728 |
| Deferred tax | 3,376 |
| Borrowings | (32) |
| Lease liabilities - IFRS 16 | (82,488) |
|---|---|
| Total revalued net assets | 18,136 |
| Investment purchase price | 228,428 |
| Goodwill | 210,292 |
| Land and buildings |
Plant and equipment |
Other fixed assets |
Fixed assets in progress |
TOTAL | |
|---|---|---|---|---|---|
| Gross | |||||
| January 1, 2023 | 39,527 | 167,206 | 143,211 | 24,040 | 373,984 |
| Acquisitions | 3,241 | 6,350 | 6,265 | 15,560 | 31,416 |
| Disposals | (2,504) | (3,892) | (2,800) | (18) | (9,214) |
| Exchange gains (losses) | 1,173 | (1,718) | 915 | (31) | 339 |
| Change in consolidation | 105 | 1,303 | 4,762 | 124 | 2,294 |
| Reclassification | 595 | 23,745 | (9,350) | (17,757) | (2,767) |
| June 30, 2023 | 42,137 | 192,994 | 139,003 | 21,918 | 396,052 |
| Cumulative depreciation and impairment | |||||
| January 1, 2023 | 20,002 | 82,605 | 75,151 | - | 177,758 |
| Depreciation charge | 2,265 | 11,515 | 12,902 | - | 26,682 |
| Impairment | - | - | - | - | - |
| Disposals | (1,406) | (3,060) | (2,146) | - | (6,612) |
| Exchange gains (losses) | 470 | (1,588) | 524 | - | (594) |
| Reclassification | 107 | 4,621 | (1,822) | - | 2,906 |
| June 30, 2023 | 21,438 | 94,093 | 84,609 | - | 200,140 |
| Net: | |||||
| June 30, 2023 | 20,699 | 98,901 | 54,394 | 21,918 | 195,912 |
| 6/30/2023 | 12/31/2022 | |
|---|---|---|
| Trade receivables | 483,950 | 471,592 |
| Impairment provisions | (5,802) | (4,435) |
| Total trade receivables – net | 478,148 | 467,157 |
| Tax and social security receivables | 60,951 | 54,539 |
| Prepaid expenses | 46,815 | 24,768 |
| Total other receivables - net | 107,766 | 79,307 |
| 6/30/2023 | 12/31/2022 | |
|---|---|---|
| Cash and cash equivalents | 194,902 | 183,643 |
| Bank overdrafts | (209) | - |
| Net cash and cash equivalents | 194,693 | 183,643 |
Group cash and cash equivalents of €194,693,000 at June 30, 2023 comprise cash, sight bank deposits and €10,520,000 in money-market investments.
| Additional paid-in capital (€) |
Value (€) | Number of shares |
|
|---|---|---|---|
| January 1, 2023 | 57,240,985 | 2,843,080 | 5,686,159 |
| Share issue 5/31/2023 | 83,284,806 | 147,710 | 295,420 |
| Share issue 5/31/2023 | 53,158,903 | 95,874 | 191,749 |
| June 30, 2023 | 193,684,694 | 3,086,664 | 6,173,328 |
Share issues completed during the year are disclosed in section 3 "Highlights".
| 6/30/2023 | Due in < 1 year | Due in 1 to 5 years |
Due in > 5 years | |
|---|---|---|---|---|
| Current borrowings | ||||
| Bank loans | 141,499 | 141,499 | ||
| Factoring | 4,005 | 4,005 | ||
| Other borrowings | 77 | 77 | ||
| Total current borrowings | 145,581 | 145,581 | ||
| Non-current borrowings | ||||
| Bank loans | 373,471 | 371,655 | 1,816 | |
| Total non-current borrowings | 373,471 | 371,655 | 1,816 | |
| Total borrowings | 519,052 | 145,581 | 371,655 | 1,816 |
On February 16, 2022, the Group signed financing arrangements totaling €465 million, including a €200 million loan repayable over 5 years, a €200 million bridge loan with a maximum term of 2 years to be refinanced by instruments such as private placements, and a €65 million revolving credit facility with a maximum term of 7 years (used during the period).
On March 13, 2023, the Group contracted a new loan for €200 million, repayable over four years and maturing in February 2027. On March 15, 2023, this loan was used to fully repay the €202 million bridge loan maturing on August 16, 2023.
Current liabilities include the €65 million revolving credit facility, which matures in less than one year but may be renewed by the Group until February 2027.
These loans are subject to the following bank covenant at June 30, 2023:
| Ratio | Definition | Calculation | Limit |
|---|---|---|---|
| Leverage | Net borrowings/underlying EBITDA before application of IFRS 16 | 1.8 | < 3.5 |
This ratio was in compliance at June 30, 2023.
| Social security and tax risks |
Operating risks | Employee benefits |
Total | |
|---|---|---|---|---|
| January 1, 2023 | 8,020 | 26,182 | 15,397 | 49,599 |
| Charges | 648 | 410 | 703 | 1,761 |
| Write-backs used | (435) | (4,858) | - | (5,293) |
| Write-backs not used | (111) | (543) | - | (654) |
| Other (consolidation, currency, reclassification etc.) |
76 | 1,752 | - | 1,828 |
| June 30, 2023 | 8,198 | 22,943 | 16,100 | 47,241 |
| o/w current provisions | 8,198 | 22,943 | - | 31,141 |
| o/w non-current provisions | - | - | 16,100 | 16,100 |
The provisions for operating risks primarily relate to disputes with customers, lessors, etc.
| 6/30/2023 | 12/31/2022 | |
|---|---|---|
| Trade payables | 361,308 | 347,458 |
| Tax and social security payables | 259,600 | 250,660 |
| Advances and down payments received | 18,020 | 13,763 |
| Other current payables | 19,600 | 23,232 |
| Deferred income | 19,509 | 18,493 |
| Total other payables | 316,729 | 306,148 |
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.
The change and breakdown of right-of-use assets over the period is as follows:
| Buildings | Plant and equipment |
Other fixed assets |
TOTAL | |
|---|---|---|---|---|
| Gross: | ||||
| January 1, 2023 | 898,576 | 73,336 | 176,052 | 1,147,964 |
| Acquisitions | 88,414 | 22,572 | 12,219 | 123,205 |
| Disposals | (16,501) | (3,252) | (8,642) | (28,395) |
| Change in consolidation | 25,328 | 2,331 | 276 | 27,935 |
| Exchange gains (losses) and reclassification |
27,087 | (9,246) | (10,397) | 7,444 |
| June 30, 2023 | 1,022,904 | 85,741 | 169,508 | 1,278,153 |
| Cumulative depreciation and impairment: | ||||
| January 1, 2023 | 328,148 | 10,867 | 88,140 | 427,155 |
| Depreciation charge | 87,589 | 9,336 | 17,946 | 114,871 |
| Disposals | (12,621) | (1,570) | (8,701) | (22,892) |
| Exchange gains (losses) and reclassification |
1,813 | 10,330 | (9,503) | 2,640 |
| June 30, 2023 | 404,929 | 28,963 | 87,882 | 521,774 |
| Net: | ||||
| June 30, 2023 | 617,975 | 56,778 | 81,626 | 756,379 |
Changes in lease liabilities are as follows:
| 1/1/2023 | New borrowings |
Repayments | Scope | Exchange differences |
6/30/2023 | |
|---|---|---|---|---|---|---|
| Lease liabilities | 732,162 | 123,111 | (121,768) | 27,935 | 4,967 | 766,407 |
| Total | 732,162 | 123,111 | (121,768) | 27,935 | 4,967 | 766,407 |
| o/w lease liabilities (due in < 1 yr) | 225,251 | |||||
| o/w lease liabilities (due in 1-5 yrs) | 449,035 | |||||
| o/w lease liabilities (due in > 5 yrs) | 92,121 |
Other non-current assets mainly consist of vehicles (trucks and wagons) and handling equipment (forklifts).
Non-recurring income and expenses are broken down as follows:
| H1 2023 | H1 2022 | |
|---|---|---|
| Costs on acquisitions of equity investments | - | (2,213) |
| Total non-recurring expenses | - | (2,213) |
| H1 2023 | H1 2022 | |
|---|---|---|
| Interest and related financial income | 2,841 | 777 |
| Interest and related financial expenses | (14,743) | (5,051) |
| Net financial expenses on financing activities | (11,902) | (4,274) |
| Discounting of balance sheet accounts | (149) | (464) |
| Other financial expenses | 313 | (289) |
| Interest expenses - IFRS 16 | (9,838) | (5,214) |
| Net other financial expenses | (9,674) | (5,967) |
| Total | (21,576) | (10,241) |
Interest and related financial expenses are related to borrowings (mainly bank borrowings and overdraft facilities). Other net financial expenses are mainly related to lease liabilities.
| H1 2023 | H1 2022 | |
|---|---|---|
| Net current tax (charge)/income | (5,759) | (6,442) |
| Tax on business value added (CVAE) | (949) | (1,833) |
| Total | (6,708) | (8,275) |
The average number of shares during the period was as follows:
| (no.) | H1 2023 | H1 2022 |
|---|---|---|
| Average number of shares in issue | 5,767,354 | 5,677,966 |
| Average number of treasury shares | (19,580) | (4,217) |
| Average number of shares | 5,747,774 | 5,673,749 |
| Average number of equity warrants and bonus shares awarded | 363,094 | 357,142 |
| Average number of diluted shares | 6,110,868 | 6,030,891 |
Transactions conducted between the Group and affiliated companies on an arm's length basis were as follows:
| Company | Type of Transaction relationship type |
Income (expense) | Balance sheet asset (liability) |
|||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||
| Comète | Joint director | Services provided |
(450) | (418) | (693) | (583) |
| Financière ID | Joint shareholder |
Real estate leases - Services provided |
250 | 2,489 | - | 241 |
| SAS Logistics II | Joint shareholder |
Services provided |
(5) | (49) | (16) | (57) |
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 100% equity stake together with his family, 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 14.
Gross remuneration awarded to other Board members:
| H1 2023 | H1 2022 | |
|---|---|---|
| Expense type | ||
| Total gross remuneration * | 390 | 398 |
| Post-employment benefits | - | - |
| Other long-term benefits | - | - |
| Severance pay | - | - |
The Group's signed off-balance sheet commitments at the balance sheet date were as follows:
| 6/30/2023 | 12/31/2022 | ||
|---|---|---|---|
| Commitments given | |||
| Parent company guarantees * | 27,914 | 23,033 | |
| Commitments received | |||
| Bank guarantees | 23,507 | 22,272 | |
| * The parent company guarantees above do not include guarantees given for leasing commitments or for debt with covenants, which are described |
Note 17: Post balance sheet events
on the corresponding lines.
None
The Group has ceased operating in Russia, as the last operated warehouse closed on January 3, 2023.
As Russia was a separate major geographical region, ID Logistics Russia is considered as a discontinued operation under IFRS 5.
First half 2022 net income was reclassified under discontinued operations in the 2022 consolidated income statement and 2022 cash flows were eliminated from the statement of cash flows.
The impacts of the IFRS 5 restatement on the 2022 consolidated income statement are as follows:
| 2022 reported | 2022 Russia | 2022 restated | |
|---|---|---|---|
| Revenues | 1,180,561 | 12,177 | 1,168,384 |
| Purchases and external charges | (601,525) | (5,559) | (595,966) |
| Staff costs | (406,202) | (4,989) | (401,213) |
| Miscellaneous taxes | (11,482) | (1) | (11,481) |
| Other underlying income (expenses) | 525 | - | 525 |
| Net (increases) write-backs to provisions | 3,352 | (65) | 3,417 |
| Net depreciation/impairment | (122,911) | (1,429) | (121,482) |
| EBIT before amortization of customer relations | 42,318 | 134 | 42,184 |
| Amortization of acquired customer relations | (1,738) | - | (1,738) |
| Non-recurring income (expenses) | (2,213) | - | (2,213) |
| Operating income | 38,367 | 134 | 38,233 |
| Financial income | 778 | 3 | 775 |
| Financial expenses | (11,351) | (335) | (11,016) |
| Group earnings before tax | 27,794 | (198) | 27,992 |
| Corporate income tax | (8,251) | 24 | (8,275) |
| Share of earnings of equity affiliates | 703 | - | 703 |
| Net income from continuing operations | 20,246 | (174) | 20,420 |
| Net income/(loss) from discontinued operations | - | 174 | (174) |
| Total consolidated net income | 20,246 | - | 20,246 |
The impacts of the IFRS 5 restatement on the 2022 consolidated statement of cash flows are as follows:
| €000 | 2022 reported | 2022 Russia | 2022 restated |
|---|---|---|---|
| Net income from operations | 20,246 | (174) | 20,420 |
| Net depreciation, impairment and provisions | 121,296 | 1,495 | 119,801 |
| Share of undistributed earnings of equity affiliates | (703) | - | (703) |
| Other non-cash items | (467) | 1 | (468) |
| Change in working capital | (15,798) | (671) | (15,127) |
| Corporate income tax | 8,251 | (25) | 8,276 |
| Acquisition costs | 2,213 | - | 2,213 |
| Net financial expenses on financing activities | 9,806 | 318 | 9,488 |
| Tax paid | (10,557) | (103) | (10,454) |
| Net cash flow from operating activities | 134,287 | 841 | 133,446 |
| Purchase of intangible assets and PP&E | (30,388) | (48) | (30,340) |
| Purchase of subsidiaries net of cash acquired | (245,466) | - | (245,466) |
|---|---|---|---|
| Acquisition costs | (2,213) | - | (2,213) |
| Sale of intangible assets and PP&E | 7,079 | - | 7,079 |
| Net cash flow from investing activities | (270,988) | (48) | (270,940) |
| Net financial expenses on financing activities | (4,397) | (123) | (4,274) |
| Net loans received | 417,634 | 814 | 416,820 |
| Loan repayments | (160,713) | (9) | (160,704) |
| Lease liability repayments | (105,637) | (1,355) | (104,282) |
| (Purchase) sale of treasury shares | (1,783) | - | (1,783) |
| Minority interest dividends distributed by subsidiaries | - | - | - |
| Share issue | - | - | - |
| Net cash flow from financing activities | 145,104 | (673) | 145,777 |
| Exchange gains (losses) | 1,050 | 140 | 910 |
| Change in net cash and cash equivalents | 9,453 | 260 | 9,193 |
| Opening net cash and cash equivalents | 156,963 | 158 | 156,805 |
| Closing net cash and cash equivalents | 166,416 | 418 | 165,998 |
* * *
"To the Shareholders of ID Logistics Group,
Pursuant to our engagement by the shareholders' general meeting and Article L. 451-1-2 III of the French Monetary and Financial Code, we have:
performed a limited review of the condensed consolidated interim financial statements of ID LOGISTICS GROUP covering the period from January 1 to June 30, 2023, as enclosed hereto, and
verified the information given in the half-year business report.
The condensed consolidated interim financial statements have been prepared under the responsibility of your 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 condensed 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 condensed 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 condensed consolidated interim financial statements.
Lyon and Paris-La Défense, September 12, 2023
The Statutory Auditors
Grant Thornton French member of Grant Thornton International Françoise Mechin Partner
Deloitte & Associés Stéphane Rimbeuf Partner"
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.