Quarterly Report • Sep 28, 2021
Quarterly Report
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Here we present the half-yearly financial report for the half year ending 30 June 2021 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.
"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."
14/09/2021
Philippe ROBARDEY President & Chief Executive Officer
The SOGECLAIR Board of Directors met on 6 September 2021, and examined the accounts for the first half 2021. The limited examination procedures relative to the half-yearly accounts were carried out and the limited examination report was submitted on 9 September 2021.
The company issued a half-yearly financial report as soon as possible after the end of the first half, on 8 September 2021, 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.
| (€ million) | H1 2021 | H1 2020 | Variation | |||
|---|---|---|---|---|---|---|
| Group | 59.1 | 68.9 | -14.2% | |||
| Aerospace | 44.7 | 51.2 | -12.7% | |||
| Simulation | 13.9 | 17.2 | -19.2% | |||
| Vehicle | 0.5 | 0.4 | +6.0% | |||
| International | 28.1 | 37.3 | -24.7% |
| (€ million) | H1 2021 | H1 2020 |
|---|---|---|
| EBITDA 1 | 1.8 | -1.1 |
| as % of turnover | 3.0% | -1.6% |
| Operating result | -2.0 | -17.1 |
| Net result | -1.9 | -16.3 |
| including group share | -1.5 | -15.9 |
| (€ million) | H1 2021 | H1 2020 | 2020 | |
|---|---|---|---|---|
| Equity capital | 55.2 | 46.0 | 47.6 | |
| Net debt* | 10.9 | 20.9 | 18.5 | |
| Gearing 2 | 19.8% | 45.4% | 38.9% | |
| WCR | 18.8 | 32.8 | 23.8 |
*including deferred "covid" social debts of €12.0 million for H1 2021 compared with €4.3 million for H1 2020
1 Operating result - Other operating income and expenses + amortisation expenses and operating provisions
2 Net debt / equity capital
The first half saw:
The balance sheet was strengthened with equity capital standing at €55.2 million, that is an increase of 20%. The net debt including the deferment of the "covid" social debts was entered as financial debts standing at nearly €10.9 million. Gearing stood at 19.8 % compared with 45.4% for the 1st half 2020.
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 aerospace division (75.7% of turnover) fell by 12.7% over the half-year, with a significant upturn in the 2nd half at + 34.3%. The division's activity in the first half was marked by:
EBITDA stood at 6.3 % of turnover compared with -€0.6 million and -1.1 % of turnover for the 1st half 2020.
The division's activity (23.5% of turnover) fell by 19.2% in the 1st half and by 13.2% in the 2nd quarter under the effect of the ending of the large automobile simulator programme. The simulation division suffered the consequences of a ransomware attack that froze the railway activity for one month, costing about €1 million.
Its activity in the 1st half was marked by:
The entry of Dassault Systèmes into the subsidiary A.V. Simulation (cash increase in capital of €10 million for 15% of the capital / Oktal (Sogeclair) holds 55.25%,
A cyber-attack: operating losses of €1 million for OKTAL-SYDAC further to a production shutdown for 1 month and security measures,
Strengthened R&D.
EBITDA represented -8.4% of turnover compared with -€1.4 million and -7.9% of turnover for the 1st half 2020.
The division's activity (0.8% of turnover) progressed by 6% with respect to the 1st half 2020. The vehicle division pursued its commercial investments in its counter-IED vehicle offering.
EBITDA stood at -104.1% of turnover compared with -€0.4 million and -94.2% of turnover in the 1st half 2020.
The risks linked to SOGECLAIR's activity are detailed in chapter 4 of the Universal Registration Document 2020, available on the SOGECLAIR website (www.sogeclair.com).
With improving profitability and a sound balance sheet, SOGECLAIR confirms its forecast for a profitable year 2021.
The "ONE SOGECLAIR" transformation plan which will offer a revised offering that is more "premium" and a more flexible organisation aims to achieve a significant improvement in our performance compared with the pre-COVID years. Olivier PEDRON (ex-Collins Aerospace) has been taken on to assist with the implementation of this plan.
| ASSETS (€k) |
NOTES | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|---|
| Goodwill | 2.3.2 & 5.1 | 13,157 | 12,647 | 12,679 |
| Intangible assets | 5.1 | 6,857 | 6,898 | 7,517 |
| Property, plant and equipment | 5.2 | 10,810 | 14,342 | 11,827 |
| Equity method affiliates | 5.3 | 227 | 229 | 226 |
| Investments in associates | 5.3 | 3,533 | 3,579 | 3,513 |
| Non-current assets | 34,584 | 37,693 | 35,762 | |
| Inventories | 5.4 | 10,631 | 13,908 | 10,848 |
| Trade and other receivables | 5.5 | 46,051 | 49,299 | 45,121 |
| Available-for-sale financial assets | 19,509 | 16,651 | 18,836 | |
| Deferred income tax | 5.6 | 8,143 | 7,700 | 8,011 |
| Cash and cash equivalents | 5.7 | 37,115 | 43,806 | 45,877 |
| Current assets | 121,450 | 131,364 | 128,693 | |
| TOTAL ASSETS | 156,033 | 169,057 | 164,455 |
| LIABILITIES (€k) |
NOTES | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|---|
| Capital | 5.8 | 3,205 | 3,098 | 3,098 |
| Share premium account | 5.8 | 8,924 | 7,269 | 7,269 |
| Own shares | 5.8 | -745 | -739 | -745 |
| Reserves and accrued profits | 32,838 | 31,072 | 31,817 | |
| Equity capital, group share | 44,221 | 40,701 | 41,439 | |
| Minority interest | 5.9 | 10,956 | 5,294 | 6,122 |
| Equity capital, consolidated group | 55,177 | 45,995 | 47,561 | |
| Long-term provisions | 5.10 | 4,038 | 4,581 | 4,291 |
| Long-term qualified pre-payments | 5.11 | 1,276 | 1,917 | 1,299 |
| Borrowings | 5.11 | 24,638 | 24,530 | 19,932 |
| Other long-term liabilities | 241 | 1 | 241 | |
| Non-current liabilities | 30,193 | 31,028 | 25,763 | |
| Short-term qualified pre-payments | 5.11 | 614 | 20 | 614 |
| Current part of loans and long-term financial liabilities | 5.11 | 9,482 | 30,985 | 31,888 |
| Payables and other financial liabilities | 5.11 | 7 | 2,929 | 462 |
| Short-term borrowings | 5.12 | 3,211 | 10,995 | 7,124 |
| Trade and other payables | 17,984 | 15,753 | 15,776 | |
| Tax and social liabilities | 31,590 | 25,346 | 27,655 | |
| Other liabilities | 7,776 | 6,006 | 7,612 | |
| Current liabilities | 70,663 | 92,035 | 91,131 | |
| TOTAL LIABILITIES | 156,033 | 169,057 | 164,455 |
| INCOME STATEMENT (€k) |
NOTES | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|---|
| Sales | 5.13 | 59,091 | 68,892 | 123,052 |
| Other income from the activity | 5.14 | 1,259 | 1,285 | 7,255 |
| Cost of goods sold | -24,657 | -31,845 | -55,324 | |
| Personnel charges | -32,930 | -38,364 | -66,328 | |
| Taxes and duties | -653 | -656 | -1,232 | |
| Amortisation and provisions | -3,700 | -2,728 | -7,172 | |
| Other charges | -315 | -390 | -932 | |
| Current operating income | -1,905 | -3,805 | -680 | |
| Other operating income and charges | 5.15 | -81 | -13,315 | -12,566 |
| Operating profit before contribution of equity method affiliate income | -1,986 | -17,120 | -13,247 | |
| Share of equity method affiliates in profit | 1 | -1 | -4 | |
| Operating profit | -1,985 | -17,121 | -13,251 | |
| Income from cash flow and cash flow equivalents | 641 | -307 | -759 | |
| Gross finance costs | -285 | -359 | -735 | |
| Net finance costs | 5,16 | 356 | -666 | -1,493 |
| Other financial income and charges | 5.17 | 52 | 46 | 15 |
| Income before taxes | -1,576 | -17,741 | -14,729 | |
| Income tax expense | 5.18 | -327 | 1,431 | 868 |
| Net profit | -1,904 | -16,310 | -13,861 | |
| Group share | -1,490 | -15,935 | -14,311 | |
| Minority interest | -413 | -375 | 450 | |
| (Euros) | H1 2021 | H1 2020 | 2020 | |
| Net profit per share, group share (1) | -.49 | -5.40 | -4.84 | |
| Diluted net profit per share, group share (1) | -.49 | -5.40 | -4.84 | |
| (1) The calculation of the number of shares adopted is indicated in paragraph 5.8 of this document. NET INCOME STATEMENT AND GAINS AND LOSSES ENTERED DIRECTLY AS EQUITY CAPITAL |
H1 2021 | H1 2020 | 2020 | |
| (€k) | ||||
| Net profit | -1,904 | -16,310 | -13,861 | |
| Elements that will subsequently be reclassified as net result: | 1,134 | -699 | -866 | |
| Conversion rate adjustment for foreign entities | 1,134 | -699 | -849 | |
| Fair value restatement of assets and long-term debts | -17 | |||
| Elements that will not subsequently be reclassified as net profit: | 85 | -68 | 48 | |
| Actuarial gains and losses on defined benefit schemes | 114 | -92 | 65 | |
| Related taxes | -29 | 24 | -17 | |
| Total gains and losses entered directly as equity capital | 1,218 | -767 | -818 | |
| Consolidated income | -685 | -17,077 | -14,680 | |
| Parent company owners' share | -279 | -16,695 | -15,126 | |
| Non-controlling interests | -407 | -382 | 446 | |
| Consolidated income | -685 | -17,077 | -14,680 |
| CONSOLIDATED CASHFLOW STATEMENT (€k) |
NOTES | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|---|
| Net result of integrated companies (including minority interests) | -1,904 | -16,310 | -13,861 | |
| +/- Net amortisation and provisions (excluding those relative to current assets) | -454 | 15,695 | 15,691 | |
| -/+ Unrealised gains and losses linked to fair value variations | -15 | -15 | -29 | |
| -/+ Transfer capital gains and losses | 100 | 3 | ||
| -/+ Dilution gains and losses | 633 | -26 | -604 | |
| +/- Share in results of associates consolidated by the equity method | -1 | 1 | 4 | |
| - Dividends (non-consolidated securities) | -37 | -37 | ||
| Cashflow after net finance costs and tax | -1,641 | -691 | 1,168 | |
| + Net finance costs | 247 | 368 | 717 | |
| +/- Tax charge (including deferred taxes) | 5.18 | 327 | -1,431 | -868 |
| Cashflow before net finance costs and tax (A) | -1,067 | -1,754 | 1,017 | |
| - Taxes paid (B) | -502 | 2,221 | -3,183 | |
| +/- Variation in WCR linked to the activity (including debt linked to staff benefits) (C) | 4,616 | 12,041 | 28,008 | |
| = NET CASHFLOW GENERATED BY THE ACTIVITY (D) = (A + B + C) | 3,047 | 12,508 | 25,843 | |
| - Cash outflows linked to the acquisition of tangible and intangible assets | -1,004 | -1,610 | -3,918 | |
| + Cash inflows linked to the sale of tangible and intangible assets | 3 | 10 | ||
| - Cash outflows linked to the acquisition of financial assets (non-consolidated securities) | 5.3 | |||
| +/- Impact of changes of scope | 25 | -83 | -1,033 | |
| + Dividends received (equity method affiliates, non-consolidated securities) * cf. alternative processing 7.2 | 37 | 37 | ||
| +/- Variation in loans and advances granted | 5.3 | 2 | -13 | -1,305 |
| + Investment subsidies received | 97 | 68 | ||
| = NET CASHFLOW LINKED TO INVESTMENT OPERATIONS (E) | -977 | -1,570 | -6,141 | |
| Acquisition of holdings not giving control | ||||
| + Sums received from shareholders at time of capital increases | 9,835 | |||
| -/+ Buyback and resale of own shares | -59 | -65 | ||
| - Dividends payable during the period | ||||
| - paid to shareholders of the parent company | 2.3.9 | -897 | -2,662 | -2,662 |
| - paid to minority shareholders of consolidated companies | -142 | |||
| + Receipts linked to new borrowings | 5.11 | 56 | 24,802 | 24,827 |
| - Reimbursement of borrowings (including leasing contracts) | 5.11 | -19,055 | -3,968 | -7,782 |
| - Net financing interest paid (including leasing contracts) | -267 | -280 | -567 | |
| +/- Other flows linked to financing operations | ||||
| = NET CASHFLOW LINKED TO FINANCING OPERATIONS (F) | -10,470 | 17,833 | 13,752 | |
| +/- Impact of changes in currency change rates (G) | 92 | -27 | -170 | |
| = NET VARIATION OF CASHFLOW (D + E + F + G) | -8,308 | 28,745 | 33,283 |
| NET FINANCIAL DEBT (€k) |
OPENING | ENTRY INTO SCOPE |
VARIATION | EXCHANGE DIFFERENCES |
CLOSING | |
|---|---|---|---|---|---|---|
| Gross cashflow | (a) | 45,877 | 25 | -8,880 | 93 | 37,115 |
| Debit balances and bank loans and overdrafts | (b) | 462 | -455 | 1 | 7 | |
| Net cashflow | (c) = (a) - (b) | 45,416 | 25 | -8,425 | 92 | 37,108 |
| Gross financial debt | (d) | 47,144 | -17,262 | 58 | 29,940 | |
| Debt on lease contracts | (e) | 6,589 | -597 | 78 | 6,071 | |
| Net financial debt | (d)+(e) - (c) | 8,317 | -25 | -9,434 | 44 | -1,097 |
(1) The impact of the IFRS 16 standard on the group's debt amounted to €6,071 k on 30 June 2021.
The group paid back €14.8 million of the €23.6 million of the PGE (State-Guaranteed Loan) which had been taken out in April and May 2020 further to the Covid-19 pandemic and benefitted from deferred social contributions amounting to €12.0 million on 30 June 2021.
The entry into the scope of consolidation concerns the new company Sogeclair Engineering Gmbh created in Germany.
The potential mobilisation of commercial and tax receivables on 30 June 2021 is included in the debt.
The financing sources for investments are detailed in chapters 5.3.1 and 6.5.11 of the Universal Registration Document 2020.
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 2021, amounting to €3.2 million, not posted in the cashflow.
| 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 2019) | 3,098 | 7,269 | -680 | 51,143 | -481 | 60,348 | 5,696 | 66,044 |
| Operations on capital | ||||||||
| Share-based payments | ||||||||
| Operations on own shares | -65 | -65 | -65 | |||||
| Dividends | -2,662 | -2,662 | -2,662 | |||||
| Result for the period | -14,311 | -14,311 | 450 | -13,861 | ||||
| Gains and losses entered directly as equity capital | -815 | -815 | -4 | -818 | ||||
| Net gains and losses entered directly as equity capital | -14,311 | -815 | -15,126 | 446 | -14,680 | |||
| Variation of scope | -497 | -497 | -21 | -518 | ||||
| Other movements | -5 | -556 | -561 | 2 | -560 | |||
| Equity capital, year-end N (31 December 2020) | 3,098 | 7,269 | -745 | 33,668 | -1,851 | 41,438 | 6,122 | 47,560 |
| 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 | -1,490 | -1,490 | -413 | -1,904 | ||||
| Gains and losses entered directly as equity capital | 1,212 | 1,212 | 6 | 1,218 | ||||
| Net gains and losses entered directly as equity capital | -1,490 | 1,212 | -279 | -407 | -685 | |||
| Variation of scope | ||||||||
| Other movements | 4,428 | -471 | 3,958 | 5,441 | 9,398 (2) | |||
| Equity capital, closure N (30 June 2021) | 3,205 | 8,924 | -745 | 33,948 | -1,110 | 44,220 | 10,956 | 55,177 |
(1) including €897 k paid in cash and €1,761 k converted into shares. See paragraph 2.3.9 of this document.
(2) Increase in capital of €10 million subscribed to on 15/01/2021 by Dassault Systèmes in the A.V.Simulation subsidiary for 15% of the capital
On 15 January 2021 SOGECLAIR concluded the entry of Dassault Systèmes into the capital of A.V.Simulation, a joint RENAULT and OKTAL subsidiary (head of the SOGECLAIR Simulation division), dedicated to automobile mobility simulation solutions.
The capital increase subscribed to by Dassault Systèmes totalled €10 million. On completion of this capital increase, Oktal holds 55.25%, Renault 29.75% and Dassault Systèmes 15% of A.V.Simulation.
Dassault Systèmes' entry into the capital will notably make it possible to:
The integration of A.V.Simulation's SCANeR™ software in Dassault Systèmes' 3DEXPERIENCE Platform makes it possible to propose a complete simulation solution with different degrees of vehicle autonomy in order to shorten development cycles, cut the costs of prototyping and physical testing and finally to speed up certification.
The turnover of €59.1 million for the first half 2021 was down by 14.2% with respect to the first half 2020, taking into account the high baseline effect of the pre-Covid 1 st quarter 2020. Of note, the turnover for the second quarter of €30.4 million, up by 18.7% with respect to the second quarter 2020.
The aerospace division (75.7% of turnover): the activity picked up significantly in the second quarter. The activity in Germany was relaunched on 1 st March. Business aviation, progressing by 35.3 % in the first half, represented 43.9% of the group's turnover; it leapt by 94% in the second quarter. After a first quarter that bore the high baseline effect of the first quarter 2020, commercial aviation (-46.9% in the first half) saw a significant turnaround in the second quarter at +26.4%.
The simulation division (23.5% of turnover): fell be -13.2% in the second quarter under the effect of the ending of the large automobile simulator programme. The remainder of the activity grew, despite the Ransomware attack which cost nearly €1 million in the second quarter, blocking production for 1 month at OKTAL SYDAC. Restated to take this into account, turnover for the second quarter was more or less stable. The entry of Dassault Systèmes into the capital of the subsidiary A.V.Simulation in early 2021 supports R&D and the commercial deployment plan for 2022 and the following years.
The vehicle division (0.8% of turnover) progressed by 6%. It continues to be subject to the decision-making cycles of the public sector. Its international commercial activities are buoyant.
Like in 2020, the group has not modified its financial performance indicators.
In the second quarter 2021, the group reimbursed €14.8 million out of the €23.6 million of the PGE (State-Guaranteed Loan) it had taken out in April and May 2020 further to the health crisis, that is to say nearly 63 %.
The detailed information on the group's financial debt is presented in point 5.11.
The group has also benefitted from deferred social and tax due dates amounting to €12.0 million on 30 June 2021.
.
The health crisis has caused an abrupt deterioration in the aviation market resulting in activities being interrupted, a loss of turnover, and operating losses.
Loss-of-value tests have been implemented to 31 December 2020 such as described in point 2.3.2.
We do not anticipate any economic deterioration going beyond the shock scenario such as described in paragraph 2.3.2 of this appendix for which the recoverable values remain higher than the asset values.
Furthermore, no indication of a loss of value has put into question the review of the development expenses conducted to 31 December 2020.
The expected positive dynamic is being confirmed quarter after quarter, the low point in our activity is now behind us. The governmental support and relaunch plans are making it possible to maintain R&D at a high level. The adaptation that has been implemented allows us to devote ourselves to the transformation plan that will be presented in September, when the results are published for the first half 2021.
Pursuant to regulation N°1606/2002 adopted on 19 July 2002 by the European Parliament and Council, the half-yearly accounts of the SOGECLAIR group have been established in accordance with the IFRS baseline such as adopted in the European Union.
The new standards applicable as of 1st January 2021 have not had any significant impact on the accounts to 30 June 2021.
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.
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).
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, Moroccan dirham for Sogeclair Aerospace Maroc Sarl, Canadian dollar for Sogeclair Aerospace Inc, MSB Design Inc and Ressources Globales Aéro Inc, and the US dollar for MSB Globales Ressources Corp, MSB Aerospace Corp and 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 income statement 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.
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.
Thus, the CGUs identified in the group are the legal entities, it being stated that when the legal entities have strong economic ties several entities are grouped together within one CGU.
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, the legal entities named Sogeclair Aerospace (GmbH in Germany, Ltd in the United Kingdom, SA in Spain, SARL in Tunisia and Morocco, SAS in France) and Sogeclair Engineering GmbH in Germany, have been grouped together in a single CGU given their indivision as transactional economic assets and their strong ties with the aeronautical industry. Likewise for the Canadian and American entities MSB Ressources Globales Inc, MSB Design Inc, MSB Globales Ressources Corp and MSB Aerospace Llc which have been grouped together in a single CGU.
The Oktal SAS, Oktal USA, A.V.Simulation SAS, A.V.Simulation USA and Oktal Synthetic Environnement SAS, completed by the Sydac Pty Ltd, Sydac Ltd and Sydac Simulation Technologies India Pvt Ltd acquired companies, are grouped together in a single CGU due to their technical synergy.
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:
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 at year-end with the net book values of the goodwill for determining any depreciation.
On 30 June 2021, no indication of a loss of value has put the depreciation tests into question.
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.
There are currently six main programmes that have led to the assetisation of development expenses and the related financial expenses:
| (€k) | Assetisation period | Amortisation period | Gross amount |
Amount still to be amortised |
|---|---|---|---|---|
| Aerospace Division | ||||
| Thermo-compression aeronautical subassemblies |
Since 2009 | 10 years starting from series deliveries |
7,741 | 1,780 |
| Modular aeronautical training platform | Since 2014 | 4 years starting from commercialisation of the modules |
61 | 5 |
| Aircraft interior monuments | Since 2009 | 7 years starting from series deliveries |
1,498 | 599 |
| Vehicle Division | ||||
| Multi-mission terrestrial drone | Since 2013 | 5 years starting from assetisation |
173 | 2 |
| Simulation Division | ||||
| Terrain modellers (Agetim, Ray and Fast products) for simulators |
Since 2003 | 5 years starting from assetisation |
2,612 | 346 |
| Simulation engines for the following sectors: - automobile (ScanNer product), - rail (OkSimRail product) -air traffic (ScanAds product) |
Since 2005 | 5 years starting from assetisation |
5,673 | 2,254 |
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 2021 the coverage taken out by SOGECLAIR amounted to USD 7.3 million falling due in March 2022. To date there are no commitments within SOGECLAIR SA or the group involving complex financial instruments.
The IFRS 16 standard-Leases, whose application has been obligatory from 1 January 2019, was applied early by the SOGECLAIR group as from 1 January 2018. It requires lessors to book all of their outstanding leases for eligible contracts in the form of a:
The group has restated all of its eligible contracts, valued in a dedicated software application and has opted for the simplified retroactive method by booking the accumulated effect of IFRS 16 in its equity capital on the date of first application.
The first application of the standard on 1 January 2018 has resulted in an increase in the group's debt and of the assets of the order of €8.5 million, giving an increase of 14.9% in gearing.
The debt owing to application of the IFRS 16 standard on 30 June 2021 was €6.1 million representing 10.9% 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 |
- 3,110 |
-1,513 | -1,513 | |||
| Property, plant and equipment | - 3,006 |
-1,461 | -1,461 | |||
| Movable property | - 104 |
-52 | -52 | |||
| Interest charges on lease obligations | - 127 |
-60 | -60 | |||
| Property, plant and equipment | - 122 |
-59 | -59 | |||
| Movable property | - 5 |
-1 | -1 | |||
| Charges booked relative to short-term leases | 3,249 | 1,575 | 1,575 | |||
| Property, plant and equipment | 3,139 | 1,520 | 1,520 | |||
| Movable property | 110 | 55 | 55 | |||
| Book value of assets transferred | -14 | -14 | ||||
| Property, plant and equipment | -14 | -14 | ||||
| Movable property | ||||||
| Other operating income | 15 | 15 | ||||
| Property, plant and equipment | 15 | 15 | ||||
| Movable property | - | |||||
| Gross value of the utilisation rights on closing date, by category of underlying assets (1) |
23,246 | 1,133 | -320 | 204 | 0 | 24,263 |
| Property, plant and equipment | 22,829 | 1,133 | - 320 | 198 | 23,840 | |
| Movable property | 417 | 6 | 423 | |||
| Accumulated amortisations on closing date, by category of underlying assets (2) |
-16,781 | -1,513 | 105 | -127 | 0 | -18,316 |
| Property, plant and equipment | -16,506 | -1 461 | 105 | -123 | -17,984 | |
| Movable property | - 276 | -52 | -4 | -332 | ||
| Book value of assets in respect of utilisation rights on closing date, by category of underlying assets (3) = (1)-(2) |
6,465 | -380 | -214 | 77 | 0 | 5,947 |
| Property, plant and equipment | 6,324 | -328 | -214 | 75 | 5,856 | |
| Movable property | 141 | -52 | 0 | 2 | 91 | |
| Lease-related liabilities | 6,589 | 1,133 | -1,729 | 78 | 0 | 6,071 |
| Non-current liabilities | 4,004 | 715 | -63 | -17 | -1,284 | 3,355 |
| Current liabilities | 2,585 | 418 | -1,666 | 95 | 1,284 | 2,717 |
2.3.6 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
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:
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 other contingent liabilities are classified non-current.
The distribution of dividends paid out in respect of the year 2020 to the parent company's shareholders during the period ending 30 June 2021 is as follows:
The rights exercised in favour of the payment of the dividend in shares was materialised by the creation of 106,866 new ordinary SOGECLAIR shares (representing nearly 3.45 % of equity capital on the basis of the equity capital before the new issue).
None.
2.3.11 Other information
None.
| NAME | COUNTRY | ACTIVITY | % OF HOLDING IN 2021 |
% OF HOLDING IN 2020 |
|---|---|---|---|---|
| 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% | 63.70% |
| A.V.Simulation USA | USA | Software and Simulators | 54.15% | 63.70% |
| 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% | - |
| 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 nts |
87.95% | 87.95% |
| Sogeclair Aerospace SARL | Tunisia | Aerostructure, Systems installation, Configuration management, Equipment |
100.00% | 100.00% |
| Sogeclair Aerospace Maroc SARL fermée au 31/12/2020) |
Morocco | 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% |
| Entreprises associées mises en équivalence |
S2E Consulting SAS France Systems engineering and electricity 46.98% 46.98% PrintSky SAS France 3D printing solutions in the Aeronautical, Aerospace and Defence sectors 51% 51%
* Merger-takeover on 01/01/2021 of 2 holding companies in Canada without any operational activities, ALCA and GMS, by Sogeclair Aerospace INC
**Company created on 01/03/2021
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.
| GROSS VALUES (€k) |
OPENING | INCREASES | ASSETS GENERATED INTERNALLY |
OUTLAYS | EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
|---|---|---|---|---|---|---|---|
| Goodwill | 13,598 | 488 | 14,086 | ||||
| Development expenses | 29,456 | 371 | 94 | 29,921 | |||
| Software and brands and other intangible assets | 12,109 | 99 | -105 | 120 | 12,223 | ||
| Current assets | 120 | 91 | -24 | 187 | |||
| Total | 55,283 | 190 | 371 | -128 | 702 | 56,418 |
| AMORTISATION & PROVISIONS (€k) |
OPENING | AMORTISATION AND LOSSES OF VALUE |
ASSETS GENERATED INTERNALLY |
OUTLAYS | EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
|---|---|---|---|---|---|---|---|
| Goodwill | -919 | -10 | -929 | ||||
| Development expenses | -23,790 | -786 | -59 | -24,634 | |||
| Software and brands and other intangible assets | -10,378 | -452 | 91 | -102 | -10,841 | ||
| Total | -35,087 | -1,247 | 91 | -160 | -36,404 |
| Net value | 20,196 | 20,014 |
|---|---|---|
| The detail of the immobilised expenses is given in paragraph 2.3.3 of this document. |
| GROSS VALUES (€k) |
OPENING | INCREASES | OUTLAYS | EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
|---|---|---|---|---|---|---|
| Technical installations, plant & equipment | 6,366 | 79 | 64 | 6,510 | ||
| Installations & fittings | 4,180 | 4 | 17 | 30 | 4,232 | |
| Utilisation rights for tangible assets(1) | 23,246 | 1,133 | -320 | 204 | 24,263 | |
| IT & office hardware | 9,116 | 309 | -11 | 67 | -17 | 9,464 |
| Current assets | 30 | 7 | -4 | -30 | 3 | |
| Other | 3,038 | 13 | -4 | 8 | 3,055 |
| Total | 45,977 | 1,545 | -338 | 360 | -17 | 47,527 |
|---|---|---|---|---|---|---|
| AMORTISATION & PROVISIONS (€k)) |
OPENING | PROVISIONS FOR DEPRECIATIONS AND LOSSES OF VALUE |
OUTLAYS | EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
|---|---|---|---|---|---|---|
| Technical installations, plant & equipment | -4,228 | -250 | -50 | -4,529 | ||
| Installations & fittings | -2,932 | -141 | -48 | -3,121 | ||
| Utilisation rights for tangible assets(1) | -16,782 | -1,513 | 105 | -127 | -18,316 | |
| IT & office hardware | -7,484 | -407 | 11 | -54 | 14 | -7,920 |
| Other | -2,725 | -100 | 1 | -8 | -2,832 | |
| Total | -34,150 | -2,466 | 117 | -232 | 14 | -36,717 |
Net value 11,827 10,810
(1) The impact of the IFRS 16 standard on 30 June 2021 on the group's net tangible assets amounts to €5,947 k compared with €6,465 k on 31 December 2020.
The exchange rate differences concern the Australian, Tunisian, Moroccan and Indian subsidiaries: Sydac Pty limited, Sogeclair Aerospace Sarl, Sogeclair Aerospace Sarl Maroc and Sydac Simulation Technologies India Pvt Ltd, the British companies: Sogeclair Aerospace Ltd and Sydac limited, the Canadian subsidiaries: Sogeclair Aerospace Inc, MSB Design Inc and Ressources Globales Aero Inc, the American subsidiaries: MSB Global Ressources Corp and MSB Aerospace Llc.
Net book value of the current financial leasing contracts:
| (€k) | GROSS AMOUNT |
AMORTISATION | NET BOOK VALUE |
|---|---|---|---|
| Intangible assets | 1,894 | -1,894 | |
| Tangible assets | 6,860 | -6,518 | 341 |
| Total | 8,754 | -8,413 | 341 |
| Term for outstanding leasing contracts: | |||
| (€k) | < 1 YEAR | 1 TO 2 YEARS | 3 TO 5 YEARS |
| Total | 130 | 111 | 100 |
| GROSS VALUES (€k) |
OPENING | INCREASES | OUTLAYS | VARIATION IN FAIR VALUE |
EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING | |
|---|---|---|---|---|---|---|---|---|
| Shareholdings | 5,114 | -68 | 1 | 13 | 5,046 | |||
| Receivables relative to shareholdings | 1,297 | 1,297 | ||||||
| Fixed investments | ||||||||
| Loans, guarantees and other receivables | 3,496 | 7 | -9 | 15 | 6 | 3,516 | ||
| Total | 9,907 | 7 | -77 | 16 | 19 | 9,859 | ||
| AMORTISATION & PROVISIONS (€k) |
OPENING | AMORTISATION | OUTLAYS | VARIATION IN FAIR VALUE |
EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING | |
| Shareholdings | -4,871 | 68 | -4,803 | |||||
| Receivables relative to shareholdings | -1,297 | -1,297 | ||||||
| Total | -6,168 | 68 | -6,100 | |||||
| Net value | 3,739 | 4,363 |
| GROSS VALUES (in €k) |
OPENING | VARIATIONS | EXCHANGE OUTLAYS DIFFERENCES |
RECLASS RATE IFICATION |
CLOSING |
|---|---|---|---|---|---|
| Stock of raw materials, supplies and other procurements | 2,555 | 168 | 67 | 2,790 | |
| Stock of work in process | 3,982 | -452 | 15 | 3,546 | |
| Stock of finished and intermediate products | 5,341 | -300 | 104 | 5,145 |
| Total | 11,878 | -584 | 186 | 11,480 | ||
|---|---|---|---|---|---|---|
| PROVISIONS AND DEPRECIATION (€k) |
OPENING | PROVISIONS FOR DEPRECIATIONS AND LOSSES OF VALUE |
WRITE-BACKS OF DEPRECIATIONS AND LOSSES OF VALUE |
EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
| Depreciation of raw materials, supplies and other procurements. | -261 | -29 | 27 | -16 | -279 | |
| Depreciation of work in process | -607 | -452 | 607 | -452 | ||
| Depreciation of finished and intermediate products | -162 | -77 | 121 | -118 | ||
| Total | -1,030 | -559 | 756 | -16 | -849 | |
| Net value of stock | 10,848 | 10,631 | ||||
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 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.
The customers' terms of payment have lengthened to 30 June 2021 with respect to 31 December 2020 and are monitored closely.
| DEFERRED TAX ASSET (in €k) |
H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| Temporary differences | 1,627 | 2,125 | 2,912 |
| Tax deficits | 6,582 | 5,550 | 5,136 |
| Restatements | -66 | 25 | -37 |
Total 8,143 7,700 8,011 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.
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 amount of the accumulated non-assetised deficits on 30 June 2021 totalled an accumulated amount of €1.1 million, representing a non-posted deferred tax of €0.3 million.
| (€k) | H1 2021 H1 2020 |
2020 |
|---|---|---|
| Cash | 22,753 26,141 |
39,541 |
| Cash equivalents | 14,362 17,665 |
6,336 |
| Total | 37,115 43,806 |
45,877 |
On 30 June 2021, the cash equivalents concerned liquid investments in:
interest-bearing account,
European capital fund with minimum guaranteed interest and possibility of annual buyback of a proportion without significant penalties.
Sogeclair proceeded with the creation of 106,866 ordinary shares as payment of dividends in shares for the 2020 financial year. As a result of this operation the equity capital increased from €3,098 k to €3,205 k on 30 June 2021, 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 2021, 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 €3.2 M€ on 30 June 2021. The number of shares held in the framework of the liquidity contract amounted to 1,108 on 30 June 2021.
Additional information on the self-owned shares is given in paragraph 4.3, chapter 23 of the 2020 reference document.
Reconciliation of the number of shares used for the calculation of the results per share
| Period | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| - Ordinary shares issued | 3,204,901 | 3,098,035 | 3,098,035 |
| - Self-owned shares (excluding the liquidity contract) | (142,730) | (142,340) | (142,730) |
| - Self-owned shares (liquidity contract) | (1,108) | (3,028) | (980) |
| Number of shares used for the calculation of the net result per share, group share | 3,061,063 | 2,952,667 | 2,954,325 |
| Number of shares used for the calculation of the diluted net result per share, group share | 3,061,063 | 2,952,667 | 2,954,325 |
| (€k) | H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| At beginning of period | 6,122 | 5,696 | 5,696 |
| Variation of reserves | 5,247 (1) | -26 | -24 |
| Total income and expenditure entered during the period | -413 | -375 | 450 |
| At end of period | 10,956 | 5,294 | 6,122 |
(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.
| LONG-TERM PROVISIONS (€k) |
OPENING | CONTRIBUTIONS | WRITE-BACKS | ACTUARIAL GAINS AND LOSSES |
EXCHANGE RATE DIFFERENCES |
CLOSING |
|---|---|---|---|---|---|---|
| Provisions for retirement benefit obligations | 2,579 | 137 | -261 | -114 | 2,341 | |
| Other provisions for charges | 16 | 1 | 17 | |||
| Provisions for losses on contracts | 1,462 | 806 | -862 | 4 | , 409 | |
| Other provisions for risks | 233 | 116 | -79 | 270 | ||
| Total | 4,291 | 1,059 | -1,203 | -114 | 5 | 4,038 |
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 -€114 k.
On 30 June 2021, the discount rate used concerning the retirement benefit provisions correspond to CMT 10 (Constant Maturity Treasury rate) which stood a 0.10%, the real turnover applied was 8.10% and the retirement age was 67.
| NON-CURRENT FINANCIAL DEBTS (€k) |
OPENING | INCREASE | REDUCTION | EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
|---|---|---|---|---|---|---|
| Qualified prepayments (+ 1 year) | 1,299 | -23 | 1,276 | |||
| Borrowings and debts with credit institutions (+ 1 year) | 15,452 | 45 | 73 | 5,176 | 20,745 | |
| Debt owing in respect of leasing contracts (+ 1 year) (1) |
4,004 | 715 | -63 | -17 | -1,284 | 3,355 |
| Sundry non-current loans and financial liabilities | 476 | 102 | -40 | 538 | ||
| Total | 21,231 | 862 | -104 | 56 | 3,869 | 25,915 |
| CURRENT FINANCIAL DEBTS (€k) |
OPENING | INCREASE | REDUCTION | EXCHANGE RATE DIFFERENCES |
RECLASS IFICATION |
CLOSING |
| Current qualified prepayments (-1 year) | 614 | |||||
| 614 | -23 | 23 | ||||
| Current borrowings and debts with credit institutions (-1 year) | 29,218 | 38 | -17,327 | -32 | -5,176 | 6,721 |
| Sundry current loans and financial liabilities | 85 | -27 | -30 | 17 | 45 | |
|---|---|---|---|---|---|---|
| Total | 32,964 | -26 | -19,046 | 81 | -3,869 | 10,103 |
Concours bancaires 462 -455 1 7
(1) Impact of the IFRS 16 standard on 30 June 2021 on the group's net debt was €6,071 k compared with €6,589 k on 31 December 2020.
| MEDIUM/LONG TERM BANK LOANS (excluding leases and rental debt) (€k) |
2021 |
|---|---|
| Taken out during the half-year | 83 |
| Reimbursed during the half-year | 17,205(1) |
(1) including €14,851,5 k of PGE (State-Guaranteed Loan) reimbursed
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) | 1,276 | 1,276 | ||||
| Borrowings and debts with credit institutions (+ 1 year) | 20,745 | 6,283 | 5,853 | 4,967 | 3,642 | |
| Debt owing in respect of leasing contracts (+1 year) | 3,355 | 2,171 | 1,183 | 1 | ||
| Sundry non-current financial liabilities | 538 | 538 | ||||
| Non-current financial liabilities | 25,915 | 10,890 | 6,972 | 5,212 | 3,642 | |
| Current qualified prepayments | 614 | 614 | ||||
| Current borrowings and debts with credit institutions | 6,721 | 6,721 | ||||
| Current debt owing in respect of leasing contracts | 2,716 | 2,716 | ||||
| Bank loans and overdrafts | 7 | 7 | ||||
| Sundry current loans and financial liabilities | 45 | 45 | ||||
| Current financial liabilities | 10,103 | 10,103 |
| Characteristics of the loans taken out | Fixed-date financial debts (1) |
Terms | Due dates | Coverage | Financial covenants |
|---|---|---|---|---|---|
| Fixed-rate amortisable in euros | 27,046 0 to 1.8% |
2014-2026 | N/A | None | |
(1) Total amount to be reimbursed on 30 June 2021
| SHORT-TERM PROVISIONS (€k) |
OPENING | CONTRIBUTIONS | WRITE-BACKS | EXCHANGE RATE DIFFERENCES |
CLOSING |
|---|---|---|---|---|---|
| Provisions for restructuring | 6,808 | -4,115 | 2,693 | ||
| Other provisions for charges | 31 | -1 | 2 | 32 | |
| Other provisions for risks | 286 | 260 | -60 | 486 | |
| Total | 7,124 | 260 | -4,176 | 2 | 3,211 |
The provisions for restructuring essentially concern the 2020 headcount reduction plans.
In accordance with IFRS 8, turnover is presented division by division in paragraph 6 of this appendix.
| OTHER INCOME FROM THE ACTIVITY (€k) |
H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| Operating and investment subsidies | 1,024 | 289 | 741 |
| Other income | 235 | 997 | 6,514 |
| Total | 1,259 | 1,285 | 7,255 |
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 valued and posted on 31 December. The group has opted to post the research tax credit as "other income" in accordance with the IAS 20 standard.
| OTHER OPERATING INCOME AND CHARGES (€k) |
H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| Gains or losses on sale of property, plant and equipment | -35 | -3 | |
| Gains or losses on goodwill | -2,108(1) | -2,108(1) | |
| Other income and charges | -46 | -11,207(2) | -10,456(2) |
Total -81 -13,315 -12,566 (1) The losses on goodwill correspond to the depreciation of the goodwill relative to Sogeclair aerospace Gmbh which was removed from the scope of consolidation in 2020.
(2) The other operating income and charges correspond to the result of the other non-current operations during the period, notably the costs of restructuring the SOGECLAIR group in 2020.
The cost of net financial debt includes:
The net exchange rate losses amounted to €603 k on 30 June 2021.
The other financial income and charges amount to €52 k for the half-year 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.
The SOGECLAIR SA company 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 2021.
| TAX CHARGE (€k) |
H1 2021 | H1 2020 | 2020 |
|---|---|---|---|
| Deferred tax | -99 | 1,931 | 1,854 |
| Tax payable (1) | -236 | -537 | -1,032 |
| Income or charge linked to tax integration | 8 | 37 | 46 |
| Total | -327 | 1,431 | 868 |
(1) including CVAE (Corporate Value Added Contribution)
| Tax proof is presented below: | |||
|---|---|---|---|
| TAX PROOF (€k) |
H1 2021 | H1 2020 | 2020 |
| Pre-tax profit (loss) | -1,576 | -17,741 | -14,729 |
| Parent company's tax rate | 25.83% | 28.92% | 28.92% |
| Theoretical income (charge) tax on profits | 407 | 5,131 | 4,260 |
| Permanent differences and others | -25 | -399 | -2,090 |
| Tax-exempted revenue and non-fiscally deductible charges | -77 | -674 | 1,156 |
| Impact of foreign tax rate differences and variations | -12 | 13 | 1 |
| Income taxed at reduced rates (1) | -127 | -243 | -437 |
| Impact of deferred tax deficits and amortisations | -564 | -2,430 | -3,390 |
| Tax credits | 71 | 34 | 1,367 |
| Income tax benefit (charge) posted | -327 | 1,431 | 868 |
| (1) Impact of CVAE (Corporate Value Added Contribution) in France and of the Trade Tax in Germany 5.19 Average workforce |
|||
| WORKFORCE (full-time equivalence) |
H1 2021 | H1 2020 | 2020 |
| Engineers, managers and senior technicians | 872 | 1,157 | 1,084 |
| Technicians and other non-managerial | 285 | 320 | 314 |
| Total | 1,158 | 1,477 | 1,398 |
| 5.20 Financial commitments |
|||
| OFF-BALANCE SHEET COMMITMENTS (€k) |
H1 2021 | H1 2020 | 2020 |
| Commitments made: | |||
| Relative to company financing operations | |||
| Pledge of equity interests | |||
| Securitised receivables | |||
| Counter-guarantee on overdraft facility | |||
| Relative to the issuer's operating activities | |||
| Acquisitions of tangible assets | |||
| Counter-guarantee on securities | |||
| Counter-guarantee securities on markets | 5,502 | 2,761 | 5,491 |
| Counter-guarantee securities on tenders | |||
| Sub-total | 5,502 | 2,761 | 5,491 |
| 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) | 90,000 | 103,000 | 94,000 |
| Relative to company financing operations | |||
Payment guarantees received from customers
Sub-total 90,000 103,000 94,000 (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, the value of this future income, updated according to the CMT 20 (Constant Maturity Treasury rate) of 0.6% on 30 June 2021, is €88,000 k. Additional information on the programmes subject to risk-sharing is provided in paragraph 4.2
of chapter 4 of the Universal Registration Document.
In accordance with IFRS 8, the issuer has chosen to present the group's activity in three operational sectors corresponding to the sectors reviewed by the main operational decision-maker. It should be noted that no grouping of sectors has been made.
| NAME | COUNTRY | ACTIVITY |
|---|---|---|
| Aerospace Division | ||
| Aviacomp SAS | France | Aeronautical and defence structural subassemblies |
| MSB Aerospace LLC | USA | Aircraft interior subassemblies |
| MSB Design Inc | Canada | Aircraft interior subassemblies |
| MSB Global Resources CORP | USA | Aerostructure, Systems installation, Configuration management, Equipment |
| Ressources Globales Aéro INC | Canada | Aerostructure, Systems installation, Configuration management, Equipment |
| Sogeclair Engineering GMBH | Germany | Aerostructure, Systems installation, Configuration management, Equipment |
| Sogeclair Aerospace LTD | United Kingdom | Aerostructure, Systems installation, Configuration management, Equipment |
| Sogeclair Aerospace SA | Spain | Aerostructure, Systems installation, Configuration management, Equipment |
| Sogeclair Aerospace SARL | Tunisia | Aerostructure, Systems installation, Configuration management, Equipment |
| Sogeclair Aerospace Maroc SARL (closed at 31/12/2020) | Morocco | Aerostructure, Systems installation, Configuration management, Equipment |
| Sogeclair Aerospace SAS | France | Aerostructure, Systems installation, Configuration management, Equipment |
| S2E Consulting SAS | France | Systems engineering and electricity |
| PrintSky SAS | France | 3D printing solutions in the Aeronautics, Aerospace and defence sector |
| Simulation Division | ||
| A.V.Simulation SAS | France | Software and Simulators |
| A.V.Simulation USA | USA | Software and Simulators |
| Oktal SAS | France | Software and Simulators |
| Oktal USA | USA | Software and Simulators |
| Sydac Pty Limited | Australia | Software and Simulators |
| Sydac Limited | United Kingdom | Software and Simulators |
| Sydac Simulation Technologies India Pvt Ltd | India | Software and Simulators |
| Oktal Synthetic Environment SAS | France | Virtual environments |
| Vehicle Division | ||
| Séra Ingénierie SAS | France | Vehicle |
| Holding | ||
| Sogeclair SA | France | Holding |
| Rain Luxembourg (Holding North America) | Luxembourg | Sub-holding |
| Rain USA | USA | Sub -holding |
| Sogeclair Aerospace INC | Canada | Sub -holding |
| MSB Aerospace CORP | USA | Sub -holding |
SOGECLAIR's main customers are listed in the Universal Registration Document available on the company's website (www.sogeclair.com).
SOGECLAIR has facilities in France, Germany, Australia, Canada, Spain, India, United Kingdom and USA.
Besides the countries where it has facilities, the countries addressed by SOGECLAIR on 30 June 2021 are: Belgium, Brazil, China, Czech Republic, Denmark, Finland, Ireland, Israel, Italy, Japan, Malta, Mexico, New Zealand, Netherlands, Norway, Romania, Singapore, South Korea, Sweden, Switzerland, Thailand, Turkey.
| AEROSPACE | VEHICLE | SIMULATION | HOLDING | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS (€k) |
H1 2021 | H1 2020 | H1 2021 | H1 2020 | H1 2021 | H1 2020 | H1 2021 | H1 2020 | |||
| Goodwill | 8,476 | 8,148 | 202 | 20 | 4,476 | 4,476 | 3 | 3 | |||
| Intangible assets | 3,397 | 4,310 | 5 | 10 | 3,363 | 2,445 | 92 | 133 | |||
| Property, plant and equipment | 5,277 | 7,959 | 414 | 598 | 3,148 | 3,460 | 1,971 | 2,324 | |||
| Equity method affiliates | 227 | 229 | |||||||||
| Other long-term assets | 1,292 | 1,205 | 3 | 9 | 1,407 | 1,536 | 831 | 828 | |||
| Share eliminations | -17,314 | -28,634 | -650 | -650 | -2,823 | -2,823 | 20,788 | 32,108 | |||
| Non-current assets | 1,354 | -6,783 | -27 | -13 | 9,571 | 9,093 | 23,685 | 35,397 | |||
| Inventory and work in-process | 10,507 | 13,828 | 124 | 79 | |||||||
| Trade and other receivables | 24,858 | 29,872 | 567 | 1 717 | 20,626 | 17,703 | 7 | ||||
| Other circulating assets | 4,132 | 5,882 | 525 | 414 | 7,047 | 4,853 | 7,804 | 5,502 | |||
| Deferred income tax | 5,312 | 5,533 | 214 | 151 | 2,385 | 1,777 | 232 | 240 | |||
| Cash and cash equivalents | 4,296 | 20,324 | 106 | 1 381 | 10,866 | 11,167 | 21,847 | 10,935 | |||
| Current assets | 49,105 | 75,438 | 1,412 | 3,663 | 41,049 | 35,578 | 29,883 | 16,684 | |||
| TOTAL ASSETS | 50,459 | 68,655 | 1,385 | 3,650 | 50,620 | 44,671 | 53,568 | 52,081 | |||
| AEROSPACE VEHICULIER |
SIMULATION | HOLDING | |||||||||
| LIABILITIES (€k) |
H1 2021 | H1 2020 | H1 2021 | H1 2020 | H1 2021 | H1 2020 | H1 2021 | H1 2020 | |||
| Capital Capital contribution |
3,205 | 3,098 | |||||||||
| 8,924 | 7,269 | ||||||||||
| Own shares | -745 | -739 | |||||||||
| Reserves and accumulated results | 13,605 | 296 | 1,118 | 1,488 | 17,275 | 12,655 | 839 | 16,634 | |||
| Equity capital, group share | 13,605 | 296 | 1,118 | 1,488 | 17,275 | 12,655 | 12,223 | 26,262 | |||
| Minority interests | 99 | 124 | 10,857 | 5,171 | |||||||
| Consolidated equity capital | 13,705 | 419 | 1,118 | 1,488 | 28,132 | 17,826 | 12,223 | 26,262 | |||
| Long-term provisions | 1,657 | 1,852 | 89 | 148 | 1,991 | 2,245 | 301 | 336 | |||
| Long-term qualified pre-payments | 907 | 1,548 | 369 | 369 | |||||||
| Long-term borrowings and financial debts | 10,567 1 |
6,163 1 |
804 240 |
409 | 1,976 | 2,449 | 11,292 | 15,509 | |||
| Other long-term liabilities Non-current liabilities |
13,132 | 9,563 | 1,132 | 556 | 4,336 | 5,063 | 11,593 | 15,845 | |||
| Short-term qualified pre-payments | 629 | 35 | -15 | -15 | |||||||
| Current part of provisions for other long-term liabilities and charges | 3,892 | 17,859 | 275 | 965 | 1,090 | 7,445 | 4,225 | 4,716 | |||
| Short-term borrowings and financial debts | 5 | 2,925 | 2 | 1 | 2 | ||||||
| Short-term provisions | 2,955 | 10,950 | 70 | 20 | 186 | 25 | |||||
| Trade and other payables | 7,612 | 6,406 | 271 | 171 | 9,068 | 8,346 | 1,034 | 829 | |||
| Tax and social liabilities | 17,938 | 16,667 | 1,165 | 936 | 11,108 | 6,880 | 1,379 | 863 | |||
| Other current liabilities | 2,397 | 1,170 | 41 | 178 | 5,337 | 4,658 | |||||
| Intra-group eliminations | -11,806 | 2,659 | -2,687 | -664 | -8,435 | -5,533 | 22,928 | 3,539 | |||
| Current liabilities | 23,623 | 58,672 | -865 | 1,606 | 18,153 | 21,783 | 29,752 | 9,974 | |||
| TOTAL LIABILITIES | 50,459 | 68,655 | 1,385 | 3,650 | 50,620 | 44,671 | 53,568 | 52,081 |
| AEROSPACE | VEHICLE | SIMULATION | HOLDING | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| INCOME STATEMENT (€k) |
H1 2021 | H1 2020 | H1 2021 | H1 2020 | H1 2021 | H1 2020 | H1 2021 | H1 2020 | ||||
| Sales | 44,703 | 51,222 | 460 | 434 | 13,928 | 17,237 | ||||||
| Other income from the activity | 724 | 764 | 4 | 516 | 495 | 18 | 22 | |||||
| Cost of goods sold | -17,353 | -19,943 | -302 | -526 | -6,469 | -10,731 | -533 | -645 | ||||
| Personnel charges | -22,932 | -30,034 | -704 | -723 | -8,212 | -6,957 | -1,081 | -649 | ||||
| Taxes and duties | -322 | -347 | -24 | -33 | -203 | -128 | -104 | -148 | ||||
| Amortisation and provisions | -1,862 | -1,863 | -140 | -145 | -1,124 | -200 | -574 | -521 | ||||
| Other charges | -232 | -177 | -1 | -37 | -149 | -46 | -64 | |||||
| Intra-Group operations | -1,754 | -2,074 | 92 | 437 | -697 | -1,130 | 2,360 | 2,767 | ||||
| Current operating income | 972 | -2,451 | -619 | -553 | -2,298 | -1,563 | 39 | 763 | ||||
| Other operating income and charges | 14 | -13,178 | -43 | -140 | -51 | 3 | ||||||
| Operating profit before contribution of equity method affiliate income | 986 | -15,629 | -619 | -553 | -2,341 | -1,703 | -12 | 766 | ||||
| Share of equity method affiliates in profit | 1 | -1 | ||||||||||
| Operating profit | 987 | -15,630 | -619 | -553 | -2,341 | -1,703 | -12 | 766 |
SCI SOTER, the successor to the rights of SCI SOLAIR, and SCI ALAN (since 2019) 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 Universal Registration Document 2020). The contractual terms and conditions were drawn up according to market rules.
To 30 June 2021, 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 2021.
The future payments will concern the payments of the rentals and charges relative to the rental contracts.
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 the Universal Registration 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 the Universal Registration Document).
No changes have been made during the period to the main directors' short- and long-term benefits.
Green Park III - 298, allée du lac 2, rue des Feuillants 31670 LABEGE 31076 – TOULOUSE CEDEX 3
MAZARS EXCO FIDUCIAIRE DU SUD-OUEST
7, Avenue Albert Durand 31700 Blagnac
Period of 1 st January 2021 to 30th June 2021 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:
The worldwide crisis related to the Covid-19 pandemic creates special conditions for the preparation and limited examination of the consolidated half-yearly accounts. Indeed, this crisis and the exceptional measures taken in the framework of the health emergency have had multiple consequences for businesses, particularly regarding their activity and financing, as well as generating greater uncertainties concerning their future perspectives. Some of these measures, such as the travel restrictions and working from home, have also had an impact on the internal organisation of companies and on the way we carry out our work.
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.
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.
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.
MAZARS Hervé KERNEIS Exco Fiduciaire du Sud-Ouest Sandrine BOURGET
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