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Sogeclair S.A.

Quarterly Report Sep 28, 2021

1674_ir_2021-09-28_00829542-3b5b-4f48-9643-55f1af04b6fd.pdf

Quarterly Report

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SOGECLAIR

S.A. WITH CAPITAL OF €3204,901

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 2021 (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 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.

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."

14/09/2021

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 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.

1.1. Consolidated turnover

(€ 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%

1.2. Consolidated results

(€ 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

1.3. Financial structure

(€ 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

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

The first half saw:

  • A 14.2% downturn in the activity owing to a high baseline effect of the pre-Covid 1 st quarter 2020, with an 18.7% increase in the 2nd quarter compared with the same period in 2020. All the geographical zones also progressed in the 2nd quarter 2021 except Europe which fell back slightly by 3.9%. It was Asia Pacific at +45.5%, then America at +30% and France at +23.7% that were the most dynamic,
  • EBITDA which returned to positive territory at €1.8 million compared with -€1.1 million for the 1st half 2020, EBIT at -€2.0 million compared with -€17.1 million for the same period in 2020,
  • A net result of -€1.9 million compared with -€16.3 million for the 1st half 2020.

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

Aerospace Division (turnover €44.7 million - EBITDA €2.8 million)

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:

  • Relaunched activity in Germany,
  • Beginning of a turnaround for commercial aviation,
  • Good growth in the space sector,
  • Strong dynamics for business aviation.

EBITDA stood at 6.3 % of turnover compared with -€0.6 million and -1.1 % of turnover for the 1st half 2020.

Simulation Division (turnover €13.9 million - EBITDA -€1.2 million)

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.

Vehicle Division (turnover €0.5 million - EBITDA -€0.5 million)

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.

4. Description of the main risks

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).

5. Perspectives

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.

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

1.1.1 Consolidated accounts

1. CONSOLIDATED FINANCIAL SITUATION

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

2. CONSOLIDATED INCOME STATEMENT

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

3. CASHFLOW

3.1. CONSOLIDATED CASHFLOW STATEMENT

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

3.2. NET FINANCIAL DEBT VARIATION STATEMENT

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.

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 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

1.1.1. Appendixes to the consolidated accounts

1 – KEY EVENTS – IMPACT OF THE COVID-19 HEALTH CRISIS

Entry of Dassault Systèmes into the capital of A.V.Simulation

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:

  • Strengthen the investments in R&D aiming for certification of the autonomous vehicles' on-board systems, steered by the realistic simulation of the information exchanges with their environment,
  • Development of international sales.

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.

APPRECIATION OF THE FINANCIAL PERFORMANCE

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.

GROUP FUNDING OPERATION AND LIQUIDITY MANAGEMENT

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.

DEPRECIATION TESTS ON THE NON-FINANCIAL ASSETS

.

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.

PERSPECTIVES

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.

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

2.1 Standards applied

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.

Standards, amendments and interpretations of the IFRS standards applicable as from 1st January 2021

The new standards applicable as of 1st January 2021 have not had any significant impact on the accounts to 30 June 2021.

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.

2.2 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).

2.3 EVALUATION METHODS AND RULES

2.3.1 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, 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 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 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.

2.3.2 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.

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:

  • 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 7.69%, at the end of 2020, on the basis:
    • o of the 10-year risk-free rate of -0.42%,
    • o and of a market premium of 5.5% to which an average over five years of the Beta coefficient specific to Sogeclair is assigned, confirmed by other sources (Bloomberg, Thomson, Infinancials), of 1.42.

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.

2.3.3 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.

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

2.3.4 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 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.

2.3.5 Leases

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:

  • 1) Utilisation right, as immobilisations;
  • 2) Leasing liability, as a financial cost.

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.

Additional information concerning the IFRS 16 standard - Leases

(€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

  • advances and down payments
  • trade and other receivables
  • deferred tax assets
  • cash and cash equivalents
  • prepaid expenses
  • other receivables

2.3.7 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 5.6)
  • End-of-career indemnities and provisions (Note 5.10)
  • Long-term contracts and losses on completion (Note 5.10)
  • Evaluation of goodwill (Note 2.3.2) Development expenses (Note 2.3.3)

2.3.8 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,
  • deferred tax liabilities,
  • other liabilities.

The other contingent liabilities are classified non-current.

2.3.9 Dividends paid

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:

  • Payment in cash €897 k
  • Payment in shares €1,761 k

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).

2.3.10 Events after balance sheet date

None.

2.3.11 Other information

None.

3 - SCOPE

1. List of consolidated companies

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

4 - 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.

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

5.1 Intangible assets

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.

5.2 Tangible assets

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.

Additional information concerning the financial leasing contracts (IAS 17):

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

5.3 Investments in associates

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

5.4 Inventory and work in process

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 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.

5.5 Trade and related receivables

The customers' terms of payment have lengthened to 30 June 2021 with respect to 31 December 2020 and are monitored closely.

5.6 Deferred tax asset

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.

5.7 Cash and cash equivalents

(€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:

  • 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.

5.8 Equity capital, group share

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

5.9 Minority interests

(€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.

5.10 Long-term provisions

LONG-TERM PROVISIONS
(€k)
OPENING CONTRIBUTIONS WRITE-BACKS ACTUARIAL GAINS
AND LOSSES
EXCHANGE RATE
DIFFERENCES
CLOSING
Provisions for retirement benefit obligations 2,579 137 -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.

5.11 Current and non-current financial debts

NON-CURRENT FINANCIAL DEBTS
(€k)
OPENING INCREASE REDUCTION EXCHANGE RATE
DIFFERENCES
RECLASS
IFICATION
CLOSING
Qualified prepayments (+ 1 year) 1,299 -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.

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

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

5.12 Short-term provisions

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.

5.13 Turnover

In accordance with IFRS 8, turnover is presented division by division in paragraph 6 of this appendix.

5.14 Other income from the activity

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.

5.15 Other operating income and charges

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.

5.16 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 €603 k on 30 June 2021.

5.17 Other financial charges and income

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.

5.18 Income tax

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.

6 - SECTOR-BASED INFORMATION

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.

6.1 Consolidated financial situation per division

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

6.2 Consolidated income statement per division

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

7 RELATED COMPANIES

7.1 Commercial lease

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.

7.2 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 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).

7.3 Directors

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

S.A. SOGECLAIR

7, Avenue Albert Durand 31700 Blagnac

AUDITORS' REPORT ON THE HALF YEARLY FINANCIAL INFORMATION

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:

  • a limited examination of the half-yearly consolidated accounts of the company SOGECLAIR SA, relative to the period from 1 January to 30 June 2021, such as appended to this report;
  • a verification of the information provided in the half-yearly activity report.

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.

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 9 th September 2021

The Auditors

MAZARS Hervé KERNEIS Exco Fiduciaire du Sud-Ouest Sandrine BOURGET

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