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Sogeclair S.A.

Interim / Quarterly Report Sep 29, 2022

1674_ir_2022-09-29_e42e7a8d-0258-4dbb-8e24-e246d212e91e.pdf

Interim / Quarterly Report

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SOGECLAIR

S.A. WITH CAPITAL OF €3,204,901 HEADQUARTERS: 7 avenue Albert Durand - CS 20069 - 31703 BLAGNAC Cedex R.C.S. : 335 218 269

Half-Yearly Financial Report for the half year ending 30 June 2022 L 451-1-2 III of Monetary and Financial Law Article 222-4 et seq. of the General Regulations of the AMF)

Here we present the half-yearly financial report for the half year ending 30 June 2022 drawn up in accordance with the provisions of Articles L. 451- 1-2 III III of Monetary and Financial Law and 222-4 et seq. of the General Regulations of the AMF (Financial Markets Authority).

This report has been distributed in accordance with the provisions of Article 221-3 of the general regulations of the AMF. In particular, it is available on the company's website: www.sogeclair.com.

Content

  • I. Declaration of the person responsible
  • II. Half-yearly activity report
  • III. Complete accounts for the past half year presented in consolidated form
  • IV. Auditors' report

I. Declaration of the person responsible

"I certify that the information contained in this document, to my knowledge, conforms to reality and that there are no omissions that could affect its scope.

I certify that, to my knowledge, the accounts for the past half have been established in accordance with the applicable accounting standards and give a true and faithful picture of the asset base, financial situation and results of the company and of all the companies included in the consolidation, and that the activity report for the half-year given in II] and starting on page 3 presents a true and faithful picture of the important events of the first six months of the financial year, of their impact on the accounts, the main transactions between the related companies as well as a description of the main risks and uncertainties for the remaining six months of the financial year."

14/09/2022

Philippe ROBARDEY President & Chief Executive Officer

II. Half-yearly activity report

1. Key figures for the half year (in € million)

The SOGECLAIR Board of Directors met on 5 September 2022, and examined the accounts for the first half 2022. The limited examination procedures relative to the half-yearly accounts were carried out and the limited examination report was submitted on 5 September 2022.

The company issued a half-yearly financial report as soon as possible after the end of the first half, on 7 September 2022, by means of a press release.

This report has been distributed in accordance with the provisions of Article 221-3 of the general regulations of the AMF. In particular, it is available on the company's website: www.sogeclair.com.

1.1. Consolidated turnover

(€ million) H1 2022 H1 2021* Variation
Group 67.6 59.1 +14.3%
Engineering 36.2 32.1 +12.6%
Solutions 31.1 27.0 +15.2%
Consulting 0.3
International 31.0 28.1 +10.4%

* H1 2021 turnover is pro-forma

1.2. Consolidated results

(€ million) H1 2022 H1 2021 Variation
EBITDA 1 2.3 1.8 +26.1%
as % of turnover 3.3% 3.0%
Operating result -1.3 -2.0
Net result -1.9 -1.9
including group share -0.9 -1.5

1.3. Financial structure

(€ million) H1 2022 H1 2021 2021
Equity capital 57.1 55.2 60.8
Net debt* 15.8 10.9 14.3
Gearing 2 27.6% 19.8% 23.6%
WCR 28.0 18.8 26.4

* including deferred "covid" social debts of €8.0 million for H1 2022 compared with €12.0 million for H1 2021

1 Operating result - Other operating income and expenses + amortisation expenses and operating provisions

2 Net debt / equity capital

2. General description of the financial situation and results of the issuing company and its subsidiaries during the first half

The first half 2022 was marked by:

  • Growth in turnover of 14.3%,
  • Strengthening of our teams, including subcontractors,
  • Putting in place of a new organisation ONE SOGECLAIR deployed through three geographical zones Europe/Africa, America, Asia-Pacific designed to serve three business units: Engineering, Solutions and Consulting

The first half saw:

  • A 14.3% upturn in the activity including +10.4% internationally. Of note for the first half: the strong rebound in commercial aviation at +51%, railways at +28%, and the good performance of business aviation at +3% which more than compensate for the downturn in the automotive sector at -24%.
  • EBITDA at €2.3 million compared with €1.8 million for the first half 2021, that is an increase of 26.1%, an EBIT at -€1.3 million compared with -€2.0 million for the same period in 2021,
  • A net result of -€1.9 million, equal to that of H1 2021.

The balance sheet was strengthened with equity capital standing at €57.1 million, that is an increase of 3.4%. Net debt including the deferment of the "covid" social debts was entered as financial debts standing at nearly €15.8 M€. million. Gearing stood at 27.6 % compared with 19.8% for the first half 2021.

3. Explanation of the important operations and events in the first half and of their impact on the situation of the issuing company and its subsidiaries

The ONE SOGECLAIR strategic plan to reposition the group as a more premium, attractive and transverse proposition led to the new organisation being put in place on 1 st January 2022. The geographical zones – the main sources of operational decisions – are intended to serve the three different Business Units, function by function.

Engineering Business Unit (turnover €36. 2 million – EBITDA €2.7 million)

The Engineering BU's activity (53.5% of turnover) progressed by 12.6% in the first half, including 10.9% in the second quarter driven by the progression in commercial aviation.

The first half was marked by:

  • Award of Airbus EMES3 referencing (all entities) for 5 years,

  • Deep involvement in the Dassault Falcon 10X programme (development and manufacturing engineering),

  • First contract with Boeing Group.

EBITDA stood at 7.5 % of turnover for the first half.

Solutions Business Unit (turnover €31.1 million – EBITDA -€0.6 million)

The Solutions BU's activity (46.0% of turnover) progressed by 15.2% in the first half, including 11.7% in the second quarter. It progressed in every sector: aeronautics, rail and defence with the exception of the automotive sector (-24,7%).

The first half was marked by:

  • The entry of UTAC-CERAM into the capital of the A.V. Simulation subsidiary in order to speed up the development of vehicle testing in a virtual environment,

  • Losses of €1.2 million on the large automobile simulators (during acceptance),

  • Transformation of the Savannah plant into a service centre.

EBITDA stood at -2.0 % of turnover for the first half.

Consulting Business Unit (turnover €0.3 million – EBITDA -€0.4 million)

The activity of the newly created Consulting BU (0.4% of turnover – 0.6% for the second half) progressed (x2.2) with respect to the first quarter thanks to the orders booked in the aeronautics and space sector.

EBITDA stood at -115.7 % of turnover for the first half.

4. Description of the main risks

The risks linked to SOGECLAIR's activity are detailed in chapter 4 of the 2020 Universal Registration Document, available on the SOGECLAIR website (www.sogeclair.com).

5. Perspectives

SOGECLAIR confirms its predicted two-digit growth in its activity for the 2022 financial year as a whole. Profitability will be up significantly in the second half thanks in particular to the improvement in America and the effect of the repercussion of the material costs. The putting in place of the ONE SOGECLAIR plan, the investments and resulting reorganisations strengthen the outlook aiming for a doubling of turnover (with respect to 2021) by 2030, and EBITDA profitability better than 12%.

III Accounts for the past half-year presented in consolidated form

  1. CONSOLIDATED FINANCIAL SITUATION
ASSETS
(€k)
NOTES H1 2022 H1 2021 2021
Goodwill 1.3.2 & 4.1 13,945 13,157 13,338
Intangible assets 4.1 8,098 6,857 8,487
Property, plant and equipment 4.2 8,562 10,810 9,570
Equity method affiliates 4.3 158 227 228
Investments in associates 4.3 2,663 3,533 3,642
Deferred income tax* 4.4 7,358 8,143* 8,023*
Non current assets 40,784 42,727 43,289
Inventories 4.5 10,715 10,631 10,756
Trade and other receivables 46,575 46,051 45,406
Other current assets 21,731 19,509 23,104
Cash and cash equivalents 4.6 23,791 37,115 27,837
Current assets 102,812 113,307 107,103
TOTAL ASSETS 143,597 156,033 150,391
LIABILITIES
(€k)
NOTES H1 2022 H1 2021 2021
Capital 4.7 3,205 3,205 3,205
Share premium account 4.7 8,924 8,924 8,924
Own shares 4.7 -745 -745 -745
Reserves and accrued profits 34,859 32,838 37,295
Equity capital, group share 46,243 44,221 48,678
Minority interest 4.8 10,882 10,956 12,088
Equity capital, consolidated group 57,125 55,177 60,766
Long-term provisions 4.9 3,281 4,038 3,809
Long-term qualified pre-payments 4.10 1,979 1,276 1,253
Borrowings 4.10 17,827 24,638 21,315
Other long-term liabilities 241 241 241
Non-current liabilities 23,328 30,193 26,618
Short-term qualified pre-payments 4.10 614 614 614
Current part of loans and long-term financial liabilities 4.10 9,121 9,482 8,846
Payables and other financial liabilities 4.10 2,062 7 146
Short-term borrowings 4.11 287 3,211 504
Trade and other payables 16,828 17,984 15,676
Tax and social liabilities
Deferred income tax*
27,195 31,590 29,969
Other current liabilities 7,036 7,776 7,252
Current liabilities 63,144 70,663 63,007
TOTAL LIABILITIES 143,597 156,033 150,391

*Reclassification of deferred income tax as non-current assets

2. CONSOLIDATED INCOME STATEMENT

INCOME STATEMENT
(€k)
NOTES H1 2022 H1 2021 2021
Sales 4.12 67,557 59,091 121,040
Other income from the activity 4.13 1,840 1,259 6,839
Cost of goods sold -30,678 -24,657 -52,088
Personnel charges -35,900 -32,930 -63,643
Taxes and duties -389 -653 -1,179
Amortisation and provisions -3,773 -3,700 -7,180
Other charges -167 -315 -486
Current operating income -1,510 -1,905 3,303
Other operating income and charges 4.14 200 -81 815
Operating profit before contribution of equity method affiliate income -1,310 -1,986 4,118
Share of equity method affiliates in profit 6 1 3
Operating profit -1,304 -1,985 4,120
Income from cash flow and cash flow equivalents 476 641 1,006
Gross finance costs -257 -285 -589
Net finance costs 4.15 219 356 418
Other financial income and charges 4.16 -54 52 121
Income before taxes -1,140 -1,576 4,659
Income tax expense 4.17 -715 -327 -1 280
Net profit -1,854 -1,904 3,379
Group share -916 -1,490 2,646
Minority interest -938 -413 733
(Euros) H1 2022 H1 2021 2021
Net profit per share, group share (1) -0.30 -0.49 0.86
Diluted net profit per share, group share (1) -0.30 -0.49 0.86
(1) The calculation of the number of shares adopted is indicated in paragraph 5.7 of this document.
NET INCOME STATEMENT AND GAINS AND LOSSES ENTERED DIRECTLY AS EQUITY
CAPITAL
(€k)
H1 2022 H1 2021 2021
Net profit -1,854 -1,904 3,379
Elements that will subsequently be reclassified as net result: 1,116 1,134 1,325
Conversion rate adjustment for foreign entities 1,116 1,134 1,336
Fair value restatement of assets and long-term debts -10
Elements that will not subsequently be reclassified as net profit: 329 85 245
Actuarial gains and losses on defined benefit schemes 444 114 331
Related taxes -115 -29 -85
Total gains and losses entered directly as equity capital 1,445 1,218 1,571
Consolidated income -409 -685 4,950
Parent company owners' share 500 -279 4,200
Non-controlling interests -908 -407 749
Consolidated income -409 -685 4,950

3. CASHFLOW

3.1. CONSOLIDATED CASHFLOW STATEMENT

CONSOLIDATED CASHFLOW STATEMENT
(€k)
NOTES H1 2022 H1 2021 2021
Net result of integrated companies (including minority interests) -1,854 -1,904 3,379
+/- Net amortisation and provisions (excluding those relative to current assets) 3,617 -454 459
-/+ Unrealised gains and losses linked to fair value variations -15 -15 -30
-/+ Transfer capital gains and losses -3 100 95
-/+ Dilution gains and losses 776 633 894
+/- Share in results of associates consolidated by the equity method -6 -1 -3
Cashflow after net finance costs and tax 2,514 -1,641 4,794
+ Net finance costs(1) 223 247 539
+/- Tax charge (including deferred taxes) 4.17 715 327 1,280
Cashflow before net finance costs and tax (A) 3,452 -1,067 6,613
- Taxes paid (B) 1,171 -502 -4,880
+/- Variation in WCR linked to the activity (including debt linked to staff benefits) (C) -3,553 4,616 353
= NET CASHFLOW GENERATED BY THE ACTIVITY (D) = (A + B + C) 1,070 3,047 2,086
- Cash outflows linked to the acquisition of tangible and intangible assets -2,045 -1,004 -4,487
+ Cash inflows linked to the sale of tangible and intangible assets 26 3
+/- Impact of changes of scope 79 25
+ Dividends received (equity method affiliates, non-consolidated securities) * cf. alternative processing 7.2
+/- Variation in loans and advances granted 4.3 1,025 2 -85
+ Investment subsidies received
= NET CASHFLOW LINKED TO INVESTMENT OPERATIONS (E) -915 -977 -4,568
Acquisition of holdings not giving control
+ Sums received from shareholders at time of capital increases 9,835 9,802
-/+ Buyback and resale of own shares
- Dividends payable during the period
- paid to shareholders of the parent company 1.3.9 -2,755 -897 -897
- paid to minority shareholders of consolidated companies -208 -142 -200
+ Receipts linked to new borrowings 4.10 1,889 56 798
- Reimbursement of borrowings (including leasing contracts) 4.10 -4,897 -19,055 -24,390
- Net financing interest paid (including leasing contracts) -186 -267 -516
= NET CASHFLOW LINKED TO FINANCING OPERATIONS (F) -6,157 -10,470 -15,403
+/- Impact of changes in currency change rates (G) 39 92 160
= NET VARIATION OF CASHFLOW (D + E + F + G) -5,962 -8,308 -17,725

(1) Net finance costs = Gross finance cost + net income from investment securities

3.2. NET FINANCIAL DEBT VARIATION STATEMENT

OPENING VARIATION EXCHANGE
DIFFERENCES
CLOSING
(a) 27,837 -4,161 115 23,791
(b) 146 1,840 76 2,062
(c) = (a) - (b) 27,691 -6,002 39 21,729
(d) 26,819 -1,427 44 25,436
(e) 5,210 -1,184 79 4,105
(d)+(e) - (c) 4,338 3,391 84 7,813

(1) The impact of the IFRS 16 standard on the group's debt amounted to €4,105 k on 30 June 2022.

On 30 June 2022, the group paid back €16.8 million out of the €23.6 of the PGE (State-Guaranteed Loan) which had been taken out in April and May 2020 further to the Covid-19 pandemic and €4 million of the deferred social contributions amounting to €12.0 million.

The potential mobilisation of commercial and tax receivables on 30 June 2022 is included in the debt.

The financing sources for investments are detailed in chapters 5.3.1 and 6.5.11 of the 2020 Universal Registration Document.

SOGECLAIR also has an own shareholding with an off-balance sheet stock market value (excluding liquidity contract), based on the stock market value on 30 June 2022, amounting to €2.9 million, not posted in the cashflow.

4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Group share
(€k) CAPITAL Reserves linked to
the capital
Own shares Consolidated reserves
and profit
Gains and losses entered
directly in capital
Equity capital, group share minority interests
Equity capital,
Total equity capital
(1) (2) (3) (4) (5) (6) (7) (8)
Equity capital, year-end N (31 December 2020) 3,098 7,269 -745 33,668 -1,851 41,438 6,122 47,561
Operations on capital 107 1,654 1,761 1,761
Share-based payments
Operations on own shares
Dividends -2,658 -2,658 -200 -2,858
Result for the period 2,646 2,646 733 3,379
Gains and losses entered directly as equity capital 1,554 1,554 17 1,571
Net gains and losses entered directly as equity capital 2,646 1,554 4,200 749 4,950
Variation of scope
Other movements 4,396 -460 3,936 5,417 9,353
Equity capital, year-end N (31 December 2021) 3 205 8 924 -745 38,052 -757 48,678 12,088 60,766
Operations on capital
Share-based payments
Operations on own shares
Dividends -2,755 -2,755 -297 -3,052
Result for the period -916 -916 -938 -1,854
Gains and losses entered directly as equity capital 1,416 1,416 30 1,445
Net gains and losses entered directly as equity capital -916 1,416 500 -908 -409
Variation of scope
Other movements 73 -254 -180 -180
Equity capital, closure N (30 June 2022) 3,205 8,924 -745 34,454 405 46,243 10,883 57,125

1.1.1. Appendixes to the consolidated accounts

On 01/01/2022, SOGECLAIR put in place the new ONE SOGECLAIR organisation, one of the goals of which is to ensure an optimisation of the exchanges within the group. This reorganisation is being deployed through three geographical zones: Europe/Africa, America, Asia-Pacific intended to serve 3 business units:

  • Engineering BU: – activity providing support to industrial companies for the development of their products, processes and product life cycles
  • Solutions BU: – equipment manufacturer activity
  • Consulting BU: – audit, consulting and optimisation activity in the areas of technologies and processes

1 - INFORMATION RELATIVE TO THE ACCOUNTING BASELINE, THE CONSOLIDATION PROCEDURES AND THE VALUATION METHODS AND RULES

1.1 Standards applied

Pursuant to regulation N°1606/2002 adopted on 19 July 2002 by the European Parliament and Council, the yearly accounts of the SOGECLAIR group have been established in accordance with the IFRS baseline such as adopted in the European Union.

Standards, amendments and interpretations of the IFRS standards applicable as from 1st January 2022

The new standards applicable as of 1st January 2022 have not had any significant impact on the accounts to 30 June 2022.

Standards not applied by SOGECLAIR

The new standards, revisions of the IFRS standards and interpretations published by the IASB not yet adopted by the European Commission are not applied by the SOGECLAIR Group.

1.2 CONSOLIDATION PROCEDURES

The companies of significant size, controlled exclusively and in which the group exercises direct or indirect control over more than 50% of their capital have been consolidated by overall integration.

The subsidiaries are companies controlled by the group. Control supposes the exercising of a power over relevant activities, the exposure to variable returns as well as the capacity to use its power to have an influence over those returns.

The applicable consolidation methods are covered by the IFRS 11 standard as far as the partnerships are concerned.

The shares in the other non-consolidated shareholdings are posted in the "Investments in associates" item for their cost of acquisition.

Furthermore, companies are excluded from the scope of consolidation if their individual or collective weight is considered to be "non-significant".

Here, this concerns:

ADM (35% subsidiary of SOGECLAIR AEROSPACE SAS).

1.3 EVALUATION METHODS AND RULES

1.3.1 Conversion of the foreign companies' accounts

The group's presentation currency is the euro, the operating currency of the group's foreign companies is their local currency: pound sterling for Sogeclair Aerospace Ltd and Sydac Ltd, Tunisian dinar for Sogeclair Aerospace Sarl, Canadian dollar for Sogeclair Aerospace Inc, MSB Design Inc and Ressources Globales Aéro Inc, the US dollar for MSB Globales Ressources Corp, MSB Aerospace Corp, MSB Aerospace Llc,Rain USA, Oktal USA and AV.Simulation USA, Australian dollar for Sydac Pty Ltd, Indian rupee for Sydac Simulation Technologies India Pvt Ltd.

The accounts of the group's foreign companies are posted in their operating currency, and their accounts are then converted into the group's presentation currency as follows:

  • The balance sheet items, with the exception of the equity capital which is maintained at its historical cost, are converted using the closing date exchange rate.
  • The income statement items are converted using the average rate for the period.

The exchange differential is included in the other consolidated income items and therefore does not have any impact on the net result (it will be recycled as income in the event control is lost over the subsidiary).

The goodwill posted at the time of grouping with foreign companies is booked in the acquired company's assets and liabilities: it is therefore included in their operating currency and converted into euros at the closing exchange rate. There are therefore variations in the value of the assets which are explained in the consolidated income statement.

1.3.2 Goodwill and assimilated

In compliance with the IFRS standards, goodwill was frozen in 2004 and is no longer amortised, but depreciation tests are performed annually (and/or half-yearly should indications of losses of value appear).

Depreciation is recorded once the recoverable value of the CGU to which the goodwill is assigned is lower than its net book value.

A Cash Generating Unit (CGU) is the smallest identifiable group of assets whose continuous utilisation generates cash inflows that are largely independent from the cash inflows generated by other assets or groups of assets.

Furthermore, a CGU necessarily and exclusively belongs to one of the operational sectors chosen by Sogeclair by way of application of IFRS 8. In this respect, in the framework of the ONE SOGECLAIR reorganisation, the legal entities are grouped together in CGUs per geographic zone, each of the zones is intended to serve the operational Business Units. The CGUs are as follows:

  • Europe/Africa CGU grouping together the following legal entities: Sogeclair Aerospace (France, Aviacomp, Oktal SAS, A.V.Simulation SAS, Oktal Synthetic Environnement SAS and Sera Ingénierie), Sogeclair Aerospace Ltd and Sydac Ltd in the UK, Sogeclair Engineering GmbH in Germany, Sogeclair Aerospace SA in Spain and Sogeclair Aerospace SARL in Tunisia
  • America CGU grouping together the Canadian legal entities MSB Ressources Globales Inc, MSB Design Inc and American legal entities, MSB Globales Ressources Corp, MSB Aerospace Llc, Oktal USA, and A.V.Simulation USA
  • Asia-Pacific CGU grouping together the legal entities Sydac Pty Ltd in Australia and Sydac Simulation Technologies India Pvt Ltd in India.

The recoverable value is the highest value between the net fair value of the cost of disposal, when that can be determined, and the going concern value.

The net fair value of the costs of disposal corresponds to the best estimate of the net value that could result from a transaction made under the conditions of normal competition between well-informed and consenting parties. This estimate is determined on the basis of the market information available taking any special situations into account.

The going concern value adopted by Sogeclair corresponds to the present value of the cash-flows from the identified CGUs. These flows are determined in the framework of the following economic assumptions and forecast operating conditions:

  • the cashflows used are derived from three-year "Medium-Term Plans" for the entities concerned available on the valuation date and are extended to a five-year horizon,
  • beyond that horizon, the terminal value corresponds to the capitalisation to infinity of the last flow within the horizon, on the basis of a rate to infinity of 2%,
  • the actualisation rate stood at 8.44%, at the end of 2021 compared with 7.69% at the end of 2020, on the basis of:
    • o of the 10-year risk-free rate of 0.20% compared with -0.42% in 2020,
    • o and of a market premium of 4.9% to which an average over five years of the Beta coefficient specific to Sogeclair is assigned, confirmed by other sources (Bloomberg, Thomson, Infinancials), of 1.68 compared with 1.42 in 2020.

A "shock" called "mathematical shock" is applied to the most sensitive underlying parameters (growth of the activity, level of the operating margin, investments) to test the sensitivity of the estimation to an unfavourable change in the CGU's economic environment; the hypotheses adopted for the mathematical shock consist of halving the activity's growth rate and reducing the level of the operating margin (EBITDA) by 30%, and halving the amount of the investments, with respect to the values of the basic business plan.

The recoverable values, based on the going-concern values, are then compared with the net book values of the goodwill for determining any depreciation.

The reorganisation of the group and of the CGUs did not result on 30 June 2022, in any assetised values being put into question.

1.3.3 Intangible assets – development expenses

Concerning the work immobilised as development expenses, the amounts posted as assets include all the development expenses through to completion of the work in accordance with IAS 38 along with the related financial costs in accordance with IAS 23.

The amounts immobilised are straight-line amortised over a period of 3 to 10 years depending on the programmes, according to the most probable perspectives of the economic return on the results of the work.

The main programmes that have led to the assetisation of development expenses and the related financial expenses are ongoing:

(€k) Amortisation period Gross
amount
Amount
still
to
be
amortised
Thermo-compression aeronautical subassemblies
Development of composite parts on new programme
10 years starting from series
deliveries
7,741 971
Aircraft interior monuments 7 years starting from series
deliveries
1 772 714
Multi-mission terrestrial drone 5
years
starting
from
assetisation
961 785
Terrain modellers (Agetim, Ray and Fast products) for simulators 5
years
starting
from
assetisation
2,753 345
Simulation engines for the following sectors:
- automobile (ScanNer product),
- rail (OkSimRail product)
-air traffic (ScanAds product)
5
years
starting
from
assetisation
7,434 3,511

1.3.4 Financial instruments

In respect of IFRS 7 it is stated that loans contracted by the group are fixed-rate loans or are covered by a rate swap, and that there are no offbalance sheet financial instruments, nor any securitisation of the customer posting.

In the framework of its exposure to exchange rate risks, SOGECLAIR has been covering some of its contracts in US dollars since the beginning of 2012. These are guaranteed-rate instruments and do not involve any adjustment in respect of hedge accounting. Any coverage losses or profits are entered as a result when accomplishing the exchange operation and at their fair value at each half-year/year-end closing date. On 30 June 2022 the coverage taken out by SOGECLAIR amounted to USD 8.1 million falling due in June 2023.

To date there are no commitments within SOGECLAIR SA or the group involving complex financial instruments.

1.3.5 Leases

The increase in the group's net debt owing to application of the IFRS 16 standard on 30 June 2022 was €4.1 million representing 7.2% of Gearing.

(€k) OPENING PROVISIONS
or INCREASES
WITHDRAWALS
or
REDUCTIONS
EFFECT OF
EXCHANGE
RATE
VARIATIONS
RECLAS
SIFACTION
CLOSING
Amortisations for utilisation rights, by category of underlying
assets
-2,960 -1,439 -1,439
Property, plant and equipment -2,862 -1,403 -1,403
Movable property -98 -36 -36
Interest charges on lease obligations - 108 -43 -43
Property, plant and equipment - 106 -41 -41
Movable property - 2 -2 -2
Charge booked relative to short-term leases 3,079 -1,498 -1,498
Property, plant and equipment 2,976 -1,456 -1,456
Movable property 103 -42 -42
Book value of assets transferred -36 0 0
Property, plant and equipment -36 0 0
Movable property 0 0 0
Other operating income 37 0 0
Property, plant and equipment 37 0 0
Movable property 0 0 0
Gross value of the utilisation rights on closing date, by category of
underlying assets (1)
24,896 271 0 252 0 25,420
Property, plant and equipment 24,472 244 0 244 0 24,960
Movable property 425 28 0 8 0 460
Accumulated amortisations on closing date, by category of
underlying assets (2)
-19,801 -1,439 0 -180 0 -21,419
Property, plant and equipment -19,421 -1,403 0 -172 0 -20,996
Movable property -380 -36 0 -7 0 -423
Book value of assets in respect of utilisation rights on closing date,
by category of underlying assets (3) = (1)-(2)
5,095 -1,167 0 77 0 4,005
Property, plant and equipment 5,051 -1,159 0 76 0 3,968
Movable property 45 -8 0 1 0 37
Lease-related liabilities 5,210 271 -1,455 79 0 4,105
Non-current liabilities 2,640 152 31 -1,187 1,636
Current liabilities 2,570 119 -1,455 48 1,187 2,469

1.3.6 Current assets

In accordance with the IAS 1 standard (Presentation of financial statements), an asset is classified current if you are intending to realise or sell it in the framework of the normal operating cycle, or realise it within the twelve months following the balance sheet date, or lastly if it is a cash asset.

The following assets are therefore classified as being current:

  • inventory
  • advances and down payments
  • trade and other receivables
  • cash and cash equivalents
  • prepaid expenses
  • other receivables

1.3.7 Utilisation of estimates

Establishing the financial statements in line with the IFRS baseline requires the use of estimates and hypotheses that may have an impact on the book value of certain elements of the balance sheet and of the income statement.

These estimates and appreciations are updated by Management on the basis of operating continuity according to the information available on the date the accounts are closed. They may change according to events and information that could put into question the circumstances under which they were made.

These estimates essentially concern:

  • Deferred tax assets (Note 5.4)
  • End-of-career indemnities and provisions (Note 5.9)
  • Long-term contracts and losses on completion (Note 5.9)
  • Evaluation of goodwill (Note 2.3.2) Development expenses (Note 2.3.3)

1.3.8 Current and non-current liabilities

In accordance with the IAS 1 standard (Presentation of financial statements) liabilities are classified current and non-current.

A liability is classified current if it must be settled in the framework of its normal operating cycle, or settled within the twelve months following the balance sheet date.

The following contingent liabilities are therefore classified current:

  • the part of finance costs and qualified prepayments that are reimbursable within less than one year following the balance sheet date,
  • trade and other payables,
  • tax and social liabilities,
  • short-term provisions,
  • other liabilities.

The other contingent liabilities are classified non-current.

1.3.9 Dividends paid

The distribution of dividends paid out in cash in respect of the year 2021 to the parent company's shareholders during the period ending 30 June 2022 is as follows:

single voting right €819 k
double voting right €1,936 k

1.3.10 Events after balance sheet date

None.

1.3.11 Other information

None.

2 - SCOPE

1. List of consolidated companies

NAME COUNTRY ACTIVITY % OF HOLDING IN
2022
% OF HOLDING IN
2021
Companies consolidated by full consolidation
Aviacomp SAS France Aeronautical and defence structural subassemblies 100.00% 100.00%
A.V.Simulation SAS France Software and Simulators 54.15% 54.15%
A.V.Simulation USA USA Software and Simulators 54.15% 54.15%
MSB Aerospace LLC USA Aircraft interior subassemblies 100.00% 100.00%
MSB Aerospace CORP USA Sub-holding 100.00% 100.00%
MSB Design INC Canada Aircraft interior subassemblies 100.00% 100.00%
MSB Global Ressources CORP USA Aerostructure, Systems installation, Configuration management,
Equipment
100.00% 100.00%
Oktal SAS France Software and Simulators 98.00% 98.00%
Oktal USA USA Software and Simulators 98.00% 98.00%
Oktal Synthetic Environment SAS France Virtual environments 54.95% 54.95%
Ressources Globales Aéro INC Canada Aerostructure, Systems installation, Configuration management,
Equipment
100.00% 100.00%
Rain Luxembourg SA Luxembourg Sub-holding 100.00% 100.00%
Rain USA USA Sub-holding 100.00% 100.00%
Séra Ingénierie SAS France Vehicle 100.00% 100.00%
Sogeclair SA France Holding Parent Parent
Sogeclair Engineering GMBH Germany Aerostructure, Systems installation, Configuration management,
Equipment
100% 100%
Sogeclair Aerospace INC Canada Sub-holding 100.00% 100.00%
Sogeclair Aerospace LTD United
Kingdom
Aerostructure, Systems installation, Configuration management,
Equipment
100.00% 100.00%
Sogeclair Aerospace SA Spain Aerostructure, Systems installation, Configuration management,
Equipment
87.95% 87.95%
Sogeclair Aerospace SARL Tunisia Aerostructure, Systems installation, Configuration management,
Equipment
100.00% 100.00%
Sogeclair Aerospace SAS France Aerostructure, Systems installation, Configuration management,
Equipment
100.00% 100.00%
Sydac Pty Limited Australia Software and Simulators 98.00% 98.00%
Sydac Limited United
Kingdom
Software and Simulators 98.00% 98.00%
Sydac Simulation Technologies India Pvt Ltd India Software and Simulators 98.00% 98.00%
Equity method affiliates
S2E Consulting SAS* France Systems engineering and electricity 0.00% 46.98%
PrintSky SAS France 3D printing solutions in the Aeronautical, Aerospace and
Defence sectors
51% 51%
*Company liquidated on 21 March 2022

15

3 - INFORMATION MAKING IT POSSIBLE TO COMPARE THE ACCOUNTS

Method

No changes that could have an impact on the comparability of accounts have been made during the period to the accounting methods or to the evaluation procedure relative to the processing of the financial information.

4 - EXPLANATIONS ON THE ITEMS ON THE CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT

4.1 Intangible assets

GROSS VALUES
(€k)
OPENING INCREASES ASSETS
GENERATED
INTERNALLY
OUTLAYS EXCHANGE RATE
DIFFERENCES
CLOSING
Goodwill 14,277 617 14,894
Development expenses 32,540 955 141 33,636
Software and brands and other intangible assets 12,433 111 -7 186 12,723
Current assets 326 326
Total 59,576 111 955 -7 944 61,580
AMORTISATION & PROVISIONS
(€k)
OPENING AMORTISATION AND
LOSSES OF VALUE
ASSETS
GENERATED
INTERNALLY
OUTLAYS EXCHANGE RATE
DIFFERENCES
CLOSING
Goodwill -939 -10 -949
Development expenses -25,457 -1,089 -72 -26,618
Software and brands and other intangible assets -11,355 -445 -170 -11,969
Net value 21,826 22,044
Total -37,751 -1,543 -242 -39,536

The detail of the immobilised expenses is given in paragraph 2.3.3 of this document.

4.2 Tangible assets

GROSS VALUES
(€k)
OPENING INCREASES OUTLAYS EXCHANGE RATE
DIFFERENCES
RECLASS
IFICATION
CLOSING
Technical installations, plant & equipment 6,584 316 -88 91 6,904
Installations & fittings 4,287 86 113 4,487
Utilisation rights for tangible assets(1) 24,896 271 264 25,432
IT & office hardware 9,760 349 96 28 10,233
Current assets 28 38 0 -28 38
Other 3,090 220 -88 41 3,263
Total 48,645 1,281 -176 605 50,356
AMORTISATION & PROVISIONS
(€k))
OPENING PROVISIONS FOR
DEPRECIATIONS
AND LOSSES OF
VALUE
OUTLAYS EXCHANGE RATE
DIFFERENCES
RECLASS
IFICATION
CLOSING
Technical installations, plant & equipment -4,826 -276 65 -69 -5,106
Installations & fittings -3,219 -234 -90 -3,543
Utilisation rights for tangible assets(1) -19,801 -1,439 -187 -21,426
IT & office hardware -8,363 -409 -73 -8,846
Other -2,866 -54 88 -40 -2,872
Total -39,075 -2,412 153 -459 -41,793
Net value 9,570 8,562

(1) The impact of the IFRS 16 standard on 30 June 2022 on the group's net tangible assets amounts to € 4,005 k compared with €5,096 k on 31 December 2021.

The exchange rate differences concern the Australian, Tunisian and Indian subsidiaries: Sydac Pty limited, Sogeclair Aerospace Sarl and Sydac Simulation Technologies India Pvt Ltd; The British companies: Sogeclair Aerospace Ltd and Sydac limited; the Canadian subsidiaires: Sogeclair Aerospace Inc, MSB Design Inc and Ressources Globales Aero Inc; the American subsidiaries: MSB Global Ressources Corp and MSB Aerospace Llc.

4.3 Investments in associates

GROSS VALUES
(€k)
OPENING INCREASES OUTLAYS VARIATION IN FAIR
VALUE
EXCHANGE RATE
DIFFERENCES
CLOSING
Shareholdings 5,018 -76 6 4,947
Receivables relative to shareholdings 1,297 1,297
Fixed investments
Loans, guarantees and other receivables 3,625 9 -1,034 15 31 2,645
Total 9,939 9 -1,110 21 31 8,890
PROVISIONS AND DEPRECIATION
(€k)
OPENING AMORTISATION OUTLAYS VARIATION IN FAIR
VALUE
EXCHANGE RATE
DIFFERENCES
CLOSING
Shareholdings (1) -4,772 -4,772
Receivables relative to shareholdings 2) -1,297 -1,297
Fixed investments
Loans
Total -6,069 -6,069
Net value 3,870 2,821

(1) Sogeclair aerospace Gmbh shares, taken out of the scope of consolidation and which was not liquidated on 30 June 2022.

(2) to Sogeclair aerospace Gmbh, shares, taken out of the scope of consolidation and which was not liquidated on 30 June 2022.

4.4 Deferred tax asset

DEFERRED TAX ASSET
(in €k)
H1 2022 H1 2021 2021
Temporary differences 1,051 1,627 1,102
Tax deficits 6,391 6,582 6,953
Restatements -85 -66 -33

Total 7,358 8,143 8,023

A deferred tax asset is constituted on the tax losses and temporary differences if it is probable that the company will dispose of future tax profits to which they may be charged.

In respect of the IAS 12 standard, SOGECLAIR limits the amount of the deferred taxes on the tax deficits of the subsidiaries concerned to 10% of the sales for the year, at year-end, or of the annual budget at the time of the half-year accounts. Only the deferred tax on the tax deficits of newly created companies is posted in its entirety.

The non-assetised deficits on 30 June 2022 totalled an accumulated amount of €3.9 million, representing a non-posted deferred tax of €1.0 million.

4.5 Inventory and work in process

GROSS VALUES
(in €k)
OPENING VARIATIONS EXCHANGE RATE
OUTLAYS
DIFFERENCES
CLOSURE
Stock of raw materials, supplies and other procurements 2,862 18 91 2,972
Stock of work in process 3,694 -214 20 3,501
Stock of finished and intermediate products 4,872 -165 163 4,870
Total 11,429 -361 274 11,342
PROVISIONS AND DEPRECIATION
(€k)
OPENING PROVISIONS FOR
DEPRECIATIONS
AND LOSSES OF
VALUE
WRITE-BACKS
OF
DEPRECIATIONS
AND LOSSES OF
VALUE
EXCHANGE RATE
DIFFERENCES
CLOSING
Depreciation of raw materials, supplies and other procurements. -308 -24 52 -21 -301
Depreciation of work in process -197 -227 197 -227
Depreciation of finished and intermediate products -169 -45 115 -99
Total -673 -296 363 -21 -627
Net value of inventory 10,756 10,715

The gross value of the goods and procurements is evaluated at the purchase price (including the associated costs minus deductions, discounts, and reductions).

The products manufactured are valued at the standard cost of production including:

  • consumption of goods and procurements,
  • consumption of procurements according to generally observed costs,
  • consumption of standard machine and man hours as stipulated in the manufacturing procedures.

The provisions for stock depreciation essentially concern manufactured products whose cost price is higher than the sale price owing to the learning curve.

4.6 Cash and cash equivalents

(€k) H2 2022 H1 2021 2021
Cash 17,385 22,753 21,471
Cash equivalents 6,406 14,362 6,366
Total 23,791 37,115 27,837

On 30 June 2022, the cash equivalents concerned liquid investments in:

  • renewable one-month fixed-term account
  • interest-bearing account,
  • European capital fund with minimum guaranteed interest and possibility of annual buyback of a proportion without significant penalties.

4.7 Equity capital, group share

Equity capital stood at €3,205 k on 30 June 2022, and comprised 3,204,901 shares with a nominal value of €1 each.

It must be remembered that in accordance with notification 2002-D of the Emergency Committee of the CNC on 18 December 2002 and according to the deliberation of the Board of Directors of SOGECLAIR held on 23 December 2002, the self-owned shares are deducted from the consolidated shareholders' equity.

On 30 June 2022, the balance of these shares on the company's books (excluding the liquidity contract) amounted to 142,730 shares (4.45% of the capital). This restatement leads to an accumulated reduction in the consolidated equity capital of €745 k.

The market value of the self-owned shares represents €2.9 million on 30 June 2022. The number of shares held in the framework of the liquidity contract amounted to 1,453 on 30 June 2022.

Additional information on the self-owned shares is given in paragraph 4.3, chapter 23 of the 2021 reference document.

Reconciliation of the number of shares used for the calculation of the results per share

Period H1 2022 H1 2021 2021
- Ordinary shares issued 3,204,901 3,204,901 3,204,901
- Self-owned shares (excluding the liquidity contract) (142,730) (142,730) (142,730)
- Self-owned shares (liquidity contract) (1,453) (1,108) (1,864)
Number of shares used for the calculation of the net result per share, group share 3,060,718 3,061,063 3,060,307
Number of shares used for the calculation of the diluted net result per share, group share 3,060,718 3,061,063 3,060,307

4.8 Minority interests

(€k) H1 2022 H1 2021 2021
At beginning of period 12,088 6,122
5,247
6,122
Variation of reserves -267
(1)
5,234(1)
Total income and expenditure entered during the period -936 -413 733
At end of period 10,885 10,956 12,088

(1 Increase in the share of minority interests further to the increase in AV Simulation's capital and entry of Dassault Systèmes into its capital in 2021

4.9 Long-term provisions

LONG-TERM PROVISIONS
(€k)
OPENING CONTRIBUTIONS WRITE-BACKS ACTUARIAL GAINS
AND LOSSES
EXCHANGE RATE
DIFFERENCES
CLOSING
Provisions for retirement benefit obligations 2,168 590 -500 -444 1,814
Other provisions for charges 18 1 19
Provisions for losses on contracts 1,180 818 -805 14 1,208
Other provisions for risks 443 -203 240

Total 3,809 1,409 -1,508 -444 15 3,281

The other provisions for risks essentially concern tax and social risks.

The impact of the reclassification of the actuarial gains (IAS19R) to the reserves amounts to -€444 k.

On 30 June 2022 the discount rate used concerning the retirement benefit provisions correspond to CMT 10 (Constant Maturity Treasury rate) which stood a 1.99%, the real turnover applied was 9.17% and the retirement age was 67.

4.10 Current and non-current financial debts

NON-CURRENT FINANCIAL DEBTS
(€k)
OPENING INCREASE REDUCTION EXCHANGE RATE
DIFFERENCES
RECLASS
IFICATION
CLOSING
Qualified prepayments (+ 1 year) 1,253 726 1,979
Borrowings and debts with credit institutions (+ 1 year) 18,152 1,171 32 -3,820 15,534
Debt owing in respect of leasing contracts (+ 1 year)
(1)
2,640 152 31 -1,187 1,636
Sundry non-current loans and financial liabilities 524 135 -3 656
Total 22,568 2,184 -3 63 -5,008 19,806
CURRENT FINANCIAL DEBTS
(€k)
OPENING INCREASE REDUCTION EXCHANGE RATE
DIFFERENCES
RECLASS
IFICATION
CLOSING
Current qualified prepayments (-1 year) 614
Current borrowings and debts with credit institutions (-1 year) 6,244 -3,448 12 3,820
Debt owing in respect of leasing contracts (-1 year)
(1)
2,570 119 -1,455 48 1,187
Bank loans 146 1,840 76
Sundry current loans and financial liabilities 32 -8

Total 9,607 1,952 -4,903 135 5,008 11 798 (1) Impact of the IFRS 16 standard on 30 June 2022 on the group's net debt was €4,105 k compared with €5,210 k on 31 December 2021.

The medium/long-term bank loan trends, excluding leases, are detailed below:

MEDIUM/LONG TERM BANK LOANS (excluding leases and rental debt)
(€k)
2022
Taken out during the half-year 1,171
Reimbursed during the half-year 3,393(1)

(1) including €874 k of PGE (State-Guaranteed Loan) reimbursed in H1 2022

The gross financial debts schedule is given below:

GROSS LONG-TERM DEBT SCHEDULE
(€k)
TOTAL < 1 year
1 to 2 years
2 to 3 years 3 to 4 years Longer
Qualified prepayments (+ 1 year) 1,979 1,253 726
Borrowings and debts with credit institutions (+ 1 year) 15,534 5,969 5,380 3,321 864
Debt owing in respect of leasing contracts (+1 year) 1,636 1,440 196
Sundry non-current financial liabilities 656 656
Non-current financial liabilities 19,806 9,319 5,575 3,321 1,591
Current qualified prepayments 614 614
Current borrowings and debts with credit institutions 6,628 6,628
Current debt owing in respect of leasing contracts 2,469 2,469
Bank loans and overdrafts 2,062 2,062
Sundry current loans and financial liabilities 24 24
Current financial liabilities 11,798 11,798
Characteristics of the loans taken out Fixed-date
financial debts (1)
Terms Due dates Coverage Financial
covenants
Fixed-rate amortisable in euros 21,944 0.28% to 6.6% 2016-2027 N/A None

(1) Total amount to be reimbursed on 30 June 2022

4.11 Short-term provisions

SHORT-TERM PROVISIONS
(€k)
OPENING CONTRIBUTIONS WRITE-BACKS EXCHANGE RATE
DIFFERENCES
CLOSING
Provisions for restructuring 210 -218 7
Other provisions for charges 33 -9 2 26
Other provisions for risks 261 261
Total 504 -226 9 287

4.12 Turnover

IFRS 15 standard "Revenue from contracts with customers"

The impact of applying the IFRS 15 standard is limited, and notably concerns the way of recognising revenue from contracts.

Indeed, the analysis done shows that a large part of the contracts are third-party management contracts or contracts on deliverables, and that the allin contracts are generally short-term contracts. For long-term contracts it can usually be demonstrated that a third-party taking responsibility for executing the "performance obligation" would not need to redo the work already done by the Group and/or the Group has an irrevocable right to payment; including a reasonable margin, in respect of the works done to date in the case of termination for the customer's convenience. Furthermore, revenue is recognised on the basis of the costs incurred to date relative to all the costs expected at termination.

Concerning the other subjects relative to this standard, we have not identified any significant impact, notably taking into account the cost of putting significant contracts in place, the financing component, the distinction between agent and principal …

In accordance with IFRS 8, turnover is presented BU by BU (Business Unit) in paragraph 6 of this appendix.

4.13 Other income from the activity

OTHER INCOME FROM THE ACTIVITY
(€k)
H1 2022 H1 2021 2021
Operating and investment subsidies 1,125 1,024 2,002
Other income 715 235 4,837

Total 1,840 1,259 6,839 The operating subsidies mainly concern innovation projects. They have been posted at their allocation date and are attached to the period according to the programmes' degree of advancement.

The other income in part includes the research tax credit, the group has opted for this accounting method in accordance with the IAS 20 standard. The group has also opted for a valuation and posting of the research tax credit on 31 December.

4.14 Other operating income and charges

OTHER OPERATING INCOME AND CHARGES
(€k)
H1 2022 H1 2021 2021
Corporate risks (provisions, write-backs, charges and income for the period)
Capital gains or losses on disposals of property, plant and equipment 21 -35 -20
Other income and charges 179 -46 834
Total 200 -81 815

4.15 Cost of net financial debt – Other financial charges and income

The cost of net financial debt includes:

  • the income from cash and cash equivalents, that is to say:
    • o the interest generated by the cash and cash equivalents
      • o the result of the transfer of cash equivalents
  • the cost of the gross financial debt, which essentially corresponds to the interest charges on financing operations and to exchange rate variations.

The net exchange rate losses amounted to €788 k on 30 June 2022 compared with €603 k on 30 June 2021.

4.16 Other financial charges and income

The other financial income and charges amount to -€54 k for the half-year compared with € 52 k for H1 2021 and include the income and charges linked to the other financial assets such as income from shareholdings, provisions and write-backs on financial provisions and exchange rate adjustments.

4.17 Income tax

SOGECLAIR SA has opted for the integrated tax system for the following companies: SOGECLAIR SA, SOGECLAIR AEROSPACE SAS, OKTAL SAS, AVIACOMP and SERA INGENIERIE on 30 June 2022.

Pursuant to the IAS12 standard, SOGECLAIR has opted to book CVAE (Corporate Value Added Contribution) as income tax.

TAX CHARGE
(€k)
H1 2022 H1 2021 2021
Deferred tax -430 -99 -567
Tax payable (1) -460 -236 -713
Income or charge linked to tax integration 176 8
Total -715 -327 -1,280
including CVAE (Corporate Value Added Contribution)
(1)
Tax proof is presented below:
TAX PROOF
(€k)
H1 2022 H1 2021 2021
Pre-tax profit (loss) -1,140 -1,576 4,659
Parent company's tax rate 25.83% 25.83% 25.83%
Theoretical income (charge) tax on profits 294 407 -1,203
Permanent differences and others -215 -25 -469
Tax-exempted revenue and non-fiscally deductible charges 327 -77 -71
Impact of foreign tax rate differences and variations 36 -12 57
Income taxed at reduced rates
(1)
-140 -127 -287
Impact of deferred tax deficits and amortisations -1,206 -564 -548
Tax credits 188 71 1,242
Income tax benefit (charge) posted -715 -327 -1,280
(1)
Impact of CVAE (Corporate Value Added Contribution) in France and of the Trade Tax in Germany
4.18
Average workforce
WORKFORCE
(full-time equivalent)
H1 2022 H1 2021 2021
Engineers, managers and senior technicians 848 872 847
Technicians and other non-managerial 254 285 275
Total 1,102 1,158 1,122
4.19
Financial commitments
OFF-BALANCE SHEET COMMITMENTS
(€k)
H1 2022 H1 2021 2021
Commitments made:
Relative to company financing operations
Pledge of equity interests
Securitised receivables

Relative to the issuer's operating activities

Acquisitions of tangible assets
Counter-guarantee on securities
Counter-guarantee securities on markets 2,105 5,502 2,085
Counter-guarantee securities on tenders
Sub-total 2,105 5,502 2,085
Commitments received:
Relative to the issuer's operating activities
Acquisitions of tangible assets
Counter-guarantee securities on markets
From customers on long-term programmes (1) 87,000 90,000 89,000
Relative to company financing operations
Payment guarantees received from customers
Sub-total 87,000 90,000 89,000

(1) We draw your attention to the fact that SOGECLAIR has received commitments from its customers on its long-term contracts dependent on their sales. On the basis of firm orders received by those customers (€87,000 k), the value of this future income, updated according to the CMT 20 (Constant Maturity Treasury rate) of 2.44% on 30 June 2022, is €79,000 k. Additional information on the programmes subject to risk-sharing is provided in paragraph 4.2 of chapter 4 of the Universal Registration Document.

5 - SECTOR-BASED INFORMATION

The sector-based information must reflect the main sources of operational decision-making. In this respect, information by geographical zone has been adopted. The new organisation does not, to date, allow us to provide any comparative balance sheet information.

Europe
Africa
America Asia
Pacific
Holding GROUP
INCOME STATEMENT
(€k)
H1 2022 H1 2021 H1 2022 H1 2021 H1 2022 H1 2021 H1 2022 H1 2021 H1 2022 H1 2021
Sales 52,847 45,939 11,699 11,765 3,008 1,387 3 67 557 59 091
Other income from the activity 1,632 1,226 59 10 147 5 2 18 1 840 1 259
Cost of goods sold -24,525 -19,705 -4,538 -3,721 -1,007 -697 -607 -533 -30 678 -24 657
Personnel charges -23,150 -22,350 -8,471 -7,309 -2,354 -2,190 -1,925 -1,081 -35 900 -32 930
Taxes and duties -230 -471 -21 -30 -14 -48 -124 -104 -389 -653
Amortisation and provisions -2,175 -2,444 -647 -588 -178 -94 -773 -574 -3 773 -3 700
Other charges -126 -212 2 -35 -21 -44 -46 -167 -315
Intra-Group operations -3,428 -3,429 -206 -378 420 1 447 3,214 2,360
Current operating income 845 -1,446 -2,123 -287 22 -211 -254 39 -1 510 -1 905
Other operating income and charges -12 -28 200 -1 12 -51 200 -81
Operating profit before contribution of equity method affiliate
income
833 -1,475 -1,923 -288 21 -211 -242 -12 -1 310 -1 986
Share of equity method affiliates in profit 6 1 6 1
Operating profit 839 -1,474 -1,923 -288 21 -211 -242 -12 -1 304 -1 985

SOGECLAIR has facilities in France, Australia, Canada, Germany, India, Spain, Tunisia, United Kingdom and USA.

Besides the countries where it has facilities, the countries addressed by SOGECLAIR on 30 June 2022 are: Austria, Belgium, Brazil, China, Colombia, Czech Republic, Denmark, Finland, Ireland, Israel, Italy, Japan, Mexico, Netherlands, New-Zealand, Norway, Singapore, Slovenia, South Africa, South Korea, Sweden, Switzerland, Thailand, Turkey.

6 RELATED COMPANIES

6.1 Commercial lease

SCI SOTER and SCI SOLAIR, and SCI ALAN have a link with one of SOGECLAIR's directors and several of its shareholders who hold a fraction of the voting rights greater than 10 % (refer to chapter 5.3.4 of the 2021 Universal Registration Document). The contractual terms and conditions were drawn up according to market rules.

On 30 June 2022, the contractual relations with SCI SOTER and SCI ALAN SOLAIR have been exercised correctly and do not lead us to anticipate any risk for SOGECLAIR. There are no debts with respect to SCI SOTER or SCI ALAN on 30 June 2022.

The future payments will concern the payments of the rentals and charges relative to the rental contracts.

6.2 Board of Directors

The number of independent directors exceeds the minimum threshold recommended by the Middlenext Code. The remuneration paid to the members of the Board of Directors is shown in paragraph 8.2.2 "Remunerations paid and allocated" of the report on Corporate Governance present in chapter 8 of this document.

You are also reminded that there is a life annuity paid for the benefit of Mr Jean-Louis ROBARDEY, further to the purchase of a business completed on 27 December 1985 (Refer to chapter 8.3.3 of Universal Registration Document).

6.3 Directors

No changes have been made during the period to the main directors' short- and long-term benefits.

S.A. SOGECLAIR

7, Avenue Albert Durand 31700 Blagnac

Auditors' Report on the Half-Yearly Financial Information

Period of 1 st January 2022 to 30th June 2022

To the shareholders of SOGECLAIR SA,

In performing the duty entrusted to us by your General Meeting and in application of article L.451-1-2 III of Monetary and Financial Law, we have proceeded with:

  • a limited examination of the half-yearly consolidated accounts of the company SOGECLAIR SA, relative to the period from 1 January 2022 to 30 June 2022, such as appended to this report;
  • a verification of the information provided in the half-yearly activity report.

These half-yearly consolidated financial statements were drawn up under the responsibility of your Board of Directors. It is our duty to express an opinion on these financial statements based on our limited examination.

CONCLUSION REGARDING THE ACCOUNTS

We conducted our limited examination in accordance with the professional auditing standards in France.

A limited examination essentially consists of interviewing the board members in charge of the accounting and financial aspects and of implementing analytical procedures. These tasks are less extensive than those required for an audit performed according to the professional auditing standards that apply in France. Consequently, the assurance – obtained in the framework of a limited examination – that the accounts taken as a whole do not include any significant anomalies is a moderate assurance, and is lower than that obtained in the framework of an audit.

On the basis of our limited examination, we have not noted any significant anomalies that could put into question, with respect to the IFRS baseline such as adopted in the European Union, the regularity and sincerity of the consolidated halfyearly accounts and the true and faithful picture they give of the asset base, financial situation at the end of the half-year, and of the result for the past half-year of the group made up of the people and entities comprised in the consolidation.

SPECIFIC VERIFICATION

We have also verified the information provided in the half-yearly activity report relative to the half-yearly consolidated activity report on which we performed our limited examination.

We have no special comment to make regarding their fairness and conformity with the half-yearly consolidated accounts.

Drawn up in Toulouse, on 14th September 2022

The Auditors

MAZARS Hervé KERNEIS Exco Fiduciaire du Sud-Ouest Sandrine BOURGET

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