Interim / Quarterly Report • Jul 30, 2021
Interim / Quarterly Report
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| Assets | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Non-current assets: | |||
| Consolidated goodwill | 56 317 | 56 365 | 56 317 |
| Intangible assets | 9 471 | 9 363 | 9 238 |
| Tangible assets: | 70 290 | 64 198 | 67 122 |
| Land | 10 870 | 10 834 | 10 870 |
| Buildings | 45 318 | 34 757 | 42 227 |
| Other tangible assets | 6 270 | 6 562 | 6 376 |
| Other tangible assets in progress | 4 480 | 8 768 | 4 653 |
| Right of use in rental contracts | 3 352 | 3 277 | 2 996 |
| Financial investments | 364 | 312 | 313 |
| Deferred tax assets | 1 402 | 1 251 | 1 361 |
| Total non-current assets | 137 844 | 131 489 | 134 351 |
| Current assets: | |||
| Stock (goods) | 116 831 | 124 118 | 119 541 |
| Trade notes and accounts receivable | 111 503 | 92 261 | 73 141 |
| Corporate tax | 308 | 1018 | 639 |
| Deferred tax assets | 455 | 378 | 420 |
| Other receivables | 14 372 | 12 482 | 10 808 |
| Financial instruments | 243 | ||
| Cash and cash equivalent | 37 104 | 9 247 | 40 325 |
| Total current assets | 280 816 | 239 504 | 244 874 |
| Total assets | 418 660 | 370 993 | 379 225 |
| Liabilities | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Shareholders' equity: | |||
| Share capital and reserves | 94 304 | 88 908 | 88 908 |
| Consolidated reserves | 130 933 | 117 024 | 116 326 |
| Portion of net profit allocated to the group | 28 240 | 16 471 | 36 180 |
| Minority interests | 173 | 180 | 169 |
| Total shareholders' equity | 253 650 | 222 583 | 241 583 |
| Non-current liabilities: | |||
| Loans and long-term financial debt | 19 183 | 32 372 | 25 811 |
| Rental obligations over one year | 2 366 | 2 194 | 1 936 |
| Deferred tax liabilities | 3 564 | 3 815 | 3 694 |
| Provisions for end-of-career commitment | 4 595 | 4 106 | 4 491 |
| Total non-current liabilities | 29 708 | 42 487 | 35 932 |
| Current liabilities: | |||
| Current provisions | 591 | 663 | 539 |
| Rental obligation under one year | 1 006 | 1 101 | 1 036 |
| Short-term loans | 344 | 554 | 394 |
| Current portion of loans and financial long-term debt | 13 185 | 14 595 | 13 188 |
| Accounts payable | 73 962 | 52 200 | 52 760 |
| Equipment supply accounts payable | 1 874 | 726 | 2 623 |
| Tax payable | 4 613 | 714 | 1 336 |
| Tax and social charges debt | 21 896 | 20 684 | 14 081 |
| Other liabilities | 17 831 | 14 686 | 15 753 |
| Total current liabilities | 135 302 | 105 923 | 101 710 |
| Total liabilities and shareholders' equity | 418 660 | 370 993 | 379 225 |
| Consolidated profit and loss account | st half 2021 1 |
st half 1 2020 |
FY 2020 |
|---|---|---|---|
| Net turnover | 262 749 | 187 869 | 395 500 |
| Other income from activity | 313 | 317 | 784 |
| Purchases consumed | -169 147 | -120 589 | -252 151 |
| Personnel charges | -27 777 | -22 693 | -46 686 |
| External costs | -20 192 | -14 922 | -33 689 |
| Taxes | -2 709 | -2 924 | -4 697 |
| Depreciation and amortisation | -2 819 | -2 583 | -5 432 |
| Depreciation and amortisation – IFRS 16 impacts | -632 | -554 | -1 071 |
| Increase in provisions | -495 | -377 | -664 |
| Other earnings, other operating expenditure | -189 | -186 | -483 |
| Operating profit | 39 102 | 23 358 | 51 411 |
| Variation of fair value of financial instruments | |||
| Cash earnings and equivalent | -10 | -13 | -139 |
| Gross cost of debt | -87 | -98 | -199 |
| Finance charges – IFRS 16 impacts | -15 | -24 | -54 |
| Taxes | -10 746 | -6 746 | -14 835 |
| Net profit | 28 244 | 16 477 | 36 184 |
| Net profit as a portion of the group | 28 240 | 16 472 | 36 180 |
| Net profit attributable to minority interests | 4 | 5 | 4 |
| Net profit as a portion of the group per share in euros * | 3,07 | 1,79 | 3,93 |
| Net profit per share after dilution in euros ** | 2,91 | 1,70 | 3,73 |
* Earnings per share are calculated on 9,197,849 shares, 9,200,849 shares from which we have deducted the 3,000 treasury shares held on June 30, 2021. They are calculated on 9,199,649 shares (see note 9), 9,200,849 shares minus the 1,200 treasury shares held on June 30, 2021 and December 31, 2020.
** Earnings per share after dilution are calculated on 9,697,849 shares, i.e., existing shares minus 3,000 treasury shares plus 500,000 shares corresponding to authorised non-issued capital of €2,000,000.
It is calculated on 9,699,649 shares on June 30, 2021 and on December 31, 2020, i.e., existing shares minus 1,200 treasury shares plus500,000 shares corresponding to authorised non-issued capital of €2,000,000.
| Statement of other elements of net overall consolidated profit | st half 1 2021 |
st half 1 2020 |
FY 2020 |
|---|---|---|---|
| Net profit | 28 244 | 16 477 | 36 184 |
| Other elements of overall profit: | |||
| Actuarial discrepancy on end-of-career commitment provision | -172 | ||
| Operations on treasury shares | -158 | ||
| Fair value of financial instruments | 725 | -14 | 538 |
| Total overall profit | 28 811 | 16 463 | 35 474 |
| Total overall profit – Portion of the group | 28 807 | 16 458 | 35 470 |
| Total overall profit attributable to minority interests | 4 | 5 | 4 |
| Cash flow statement | 1st half 2021 | 1st half 2020 | FY 2020 |
|---|---|---|---|
| Consolidated net profit | 28 244 | 16 477 | 36 184 |
| Plus, or minus latent gains due to fair value variations | |||
| Plus or minus net depreciation expense and provisions (non-current) | 2 975 | 2 668 | 5 609 |
| Plus or minus depreciation allowance - IFRS 16 impacts | 632 | 554 | 1 071 |
| Plus financial charges – IFRS 16 impacts | 15 | 24 | 54 |
| Capital gains or losses from disposals | 29 | 1 | -93 |
| Cash flow from operations after net financial cost and taxes | 31 895 | 19 724 | 42 825 |
| Taxes | 10 746 | 6 747 | 14 835 |
| Cash flow from operations before net financial cost and taxes | 42 641 | 26 471 | 57 660 |
| Taxes paid | -11 025 | -6 892 | -14 994 |
| Cash flow from operations before net financial cost and after taxes | 31 616 | 19 579 | 42 666 |
| Change in operating working capital | - 3 943 | -24 020 | -3 426 |
| - Of which, variation in trade receivables |
-38 362 | -26 139 | -7 019 |
| - Of which, stock variations |
2 710 | 521 | 5 098 |
| - Of which, accounts payable variations |
21 202 | -1 692 | -1 132 |
| - Of which, other receivables variations |
-3 233 | 305 | 2 339 |
| - Of which, other debt variations |
13 740 | 2 985 | -2 712 |
| Net cash flow from operating activities | 27 673 | -4 441 | 39 240 |
| Net cash flow from operations of change in scope | - | -4 967 | -4 967 |
| Disbursements of property, plant and equipment and intangible assets | -6 018 | -4 644 | -10 610 |
| Receiptsfrom sale of assets | 75 | 14 | 119 |
| Owing to suppliers of fixed assets (variation) | -749 | -784 | 1 113 |
| Net cash flow from investments | - 6 692 | -10 381 | -14 345 |
| Free cash flow | 20 981 | -14 822 | 24 895 |
| Dividends paid to shareholders of the parent company | -16 743 | -16 395 | -16 397 |
| Loan subscriptions | 7 000 | 7 000 | |
| Increase in capital | 2 851 | 2 851 | |
| Operations on treasury shares | -158 | ||
| IFRS 16 financing flows | -602 | -574 | -1 147 |
| Loan repayments | -6 649 | -1 672 | -9 576 |
| Net cash flow from financing activities | -24 152 | -8 790 | -17 269 |
| Net cash flow | -3 171 | -23 612 | 7 626 |
| Opening cash | 39 931 | 32 305 | 32 305 |
| Closing cash | 36 760 | 8 693 | 39 931 |
'Opening cash' and 'Closing cash' reflect the difference between a positive cash position and short-term loans. On June 30,2021 the positive cash position was €37,104,000 and short-term bank loans €344,000.
* 2019 dividend: €1.80 on 9,108,552 shares; treasury shares owned on the day of detachment of dividend rights (i.e. 1,200 shares) did not result in dividends being paid.
** 2020 dividend: €1.82, on 9,199,649 shares, treasury shares owned on the day of detachment of dividend rights (i.e. 1,200shares) did not result in dividends being paid.
The condensed consolidated half yearly statements on June 30, 2021 were closed by the Board on July 29, 2021.
Our devolved organisation allowed us to adapt very quickly to the ongoing crisis and absorb organic growth of 36%.
The sudden recovery of the world economy has caused unprecedented increases in the price of containers and raw materials, and this seems likely to continue in the 2nd half of the year.
Our subsidiaries have passed on these increases, which has led some customers to make precautionary purchases.
The energy renovation of buildings has been considerably boosted by MaPrimeRenov and energy saving certificates. Recent statements by the French government hint at good prospects for the next 5 years. This largely explains the very strong growth of the oldest of our subsidiaries, which becomes the biggest contributor to operating profit.
Our consumer activities continued to benefit from sustained household demand for DIY products, despite a sharp decline in the last two months of the semester.
In application of European regulation 1606/2002 of July 19, 2002, the consolidated financial statements of Thermador Groupe are prepared according to international financial information standards (IAS/IFRS compliant with IFRS and IASB) as adopted by the European Union on June 30, 2021, especially in accordance with IAS 34: Interim Financial Reporting. According to IAS 34 standard, only selected explanatory notes are included in these condensed financial statements. With the exception of the points mentioned below, the accounting principles used are identical to those adopted for the financial statements of December 31, 2020.
In the financial statements presented hereafter, all standards and compulsory application interpretations on January 1, 2021 have been applied. No accounting standard is applied by anticipation.
The IFRS 15 standard, first applied on January 1, 2018 only concerns the reclassification of advertising expenditure.
Our turnover figures mainly comprise sales of finished products. Sales are stated net of trade discounts and customer rebates, as wellas net of costsrelating to trade support and listing or linked to occasional promotional actionsinvoiced by our distributor customers.
Turnover recognition applies as of the moment of delivery. Our group is not subject to other performance obligations linked toancillary services (installation and/or maintenance of merchandise, etc.).
Concerning warrantees, our group only complies with legal warrantees. The impacts of these warrantees in respect of IFRS 15are insignificant and therefore not reprocessed.
Advertising spends having given rise to reclassification according to IFRS 15 reflect discounts or payments for separate services to our distributor customers, the amount of which is calculated as a percentage of turnover. These advertising spends were accounted for as external charges. This reclassification has no impact on the result. In the absence of an impact on equityat the start of the financial period, Thermador Groupe applied the so-called 'simplified' retrospective transition method on January 1st, 2018, and therefore, doesn't reprocesses the previous data reported.
The table below details financial aggregates as they would have been if IAS 11 and IAS 18 had been applied for that financial year:
| In thousands of euros | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Turnover according to IAS 11 and IAS 18 | 266 687 | 190 778 | 400 241 |
| Impact of IFRS 15 | -3 938 | -2 909 | -4 741 |
| Turnover according to IFRS 15 | 262 749 | 187 869 | 395 500 |
| External charges before IFRS 15 | -24 130 | -17 831 | -38 430 |
| Impact of IFRS 15 | 3 938 | 2 909 | 4 741 |
| External charges after IFRS 15 | -20 192 | -14 922 | -33 689 |
IFRS standard 9 requires application of the depreciation model based on expected losses on all financial assets, including commercial debt, as of January 1, 2018. On the basis of these past five years, irrecoverable losses have represented an average of 0.06% of consolidated turnover. This non-significant impact did not justify an equity-type provision at the beginning of the financial period on June 30, 2019 or for the end-of-year results of December 31, 2020, and of June 30, 2021.
The 'rental contracts' IFRS 16 standards came into force for financial years beginning as of January 1, 2019. We opted for the simplified retrospective method.
Application of the IFRS 16 standard concerns the presentation and accounting of rental contracts. Rental contracts such as those defined by the 'rental contracts' IFRS 16 standards are booked on the balance sheet which results in the recognition:
On the starting date of a rental contract, the right of use is assessed at its cost (i.e. the total of rents discounted against the period of the contract) and includes the initial amount of the debt. For rental contracts with a starting date prior to January 1, 2019 the starting date applied was January 1, 2019.
The right-of-use is amortised over the period of use of the subjacent assets (lease term for the rent component).
On the starting date of a rental contract, the lease liability is booked for an amount equal to the discounted value of rents over the period of the contract. The amounts taken into account for rents in the assessment of debt are as follows:
Assessment of liabilities linked to the rental contract:
Also, the liabilities can be re-valued in the following situations:
The group has identified rental contracts according to the standard for the buildings rented by its subsidiaries Mecafer, FGinox, Rousseau, Distrilabo, Thermacome and Thely. Those rental contracts mainly run for 3-6-9 years without a renewal option on the lease term, except for that of Thermacome, which is 3 years. The duration used to calculate the lease liabilities is 9 years (excepted for Thermacome, which is 3 years) in compliance with ANC recommendations.
The discount rate used to calculate the rental debt for each asset is determined according to the marginal indebtedness rate on the starting date of the contract. We have used one single rate for all the buildings, the properties being usually purchased by SCI. Thely which is 100% held by Thermador Groupe. This rate corresponds to the interest rate that the tenant would, at the beginning of the rental period, obtain to borrow the funds necessary to purchase the asset over a period with a similar guarantee and in a similar economic environment. The rate is obtained by adding the '10-year lead borrowing rate' and the spread that is specific to Thermador Groupe (the rate gap between Thermador Groupe's marginal lending rate and the '10-year lead borrowing rate').
The main lease contracts identified are for vehicles and photocopiers. The capitalisation period for rents corresponds to the compulsory engagement period of the contract, with the majority of contracts not including renewal options. The discount rateused to calculate the rental debt is determined for each asset according to the marginal indebtedness rate at the date the contractcomes into force (cf. paragraph 'real estate' to understand how the marginal indebtedness rate is determined). This discount rateis different from the discount rate used for 'real estate' rental contracts.
The group uses two exceptions allowed by the IFRS 16 standard which means that they do not need to be booked on the balancesheet: short-period contracts and contracts concerning low-value assets:
| 30/06/2021 | IFRS 16 impacts |
|---|---|
| Financial statement | |
| Non-current assets before IFRS 16 | 134 491 |
| Right-of-use assets | 3 353 |
| Non-current assets after IFRS 16 | 137 844 |
| Non-current liabilities before IFRS 16 | 27 342 |
| Lease liabilities over 1 year | 2 366 |
| Non-current liabilities after IFRS 16 | 29 708 |
| Current liabilities before IFRS 16 | 134 296 |
| Lease liabilities under 1 year | 1 006 |
| Current liabilities after IFRS 16 | 135 302 |
| Global consolidated profit statement | |
| External costs before IFRS 16 | -20 794 |
| Cancellation of the rental costs | 602 |
| External costs after IFRS 16 | -20 192 |
| Depreciation and amortisation before IFRS 16 | -2 819 |
| Depreciation and amortisation - IFRS 16 impact | -632 |
| Depreciation and amortisation after IFRS 16 | -3 451 |
| Gross cost of debt before IFRS 16 | -87 |
| Finance cost - IFRS 16 impact | -15 |
| Gross cost of debt après IFRS 16 | -102 |
| Taxes before IFRS 16 | -10 757 |
| Deferred taxes - IFRS 16 impact | 11 |
| Taxes after IFRS 16 | -10 746 |
| Total impact on profit | -34 |
The IFRIC 23 'uncertainty relating to fiscal processing' interpretation became compulsory as of January 1st, 2019. On 30 June2021, its application has no impact on our account or the half yearly statements, as well as on its appearance.
Consolidated subsidiaries are all companies in which Thermador Groupe directly or indirectly held at least 20% of the votingrights on June 30, 2021:
| Name | Place | Ownership interest (%) | Consolidation method |
|---|---|---|---|
| Sferaco | France | 100,0000% | Fully consolidated subsidiaries |
| Thermador | France | 100,0000% | Fully consolidated subsidiaries |
| Jetly | France | 100,0000% | Fully consolidated subsidiaries |
| Dipra | France | 97,9950% | Fully consolidated subsidiaries |
| PB Tub | France | 100,0000% | Fully consolidated subsidiaries |
| Isocel | France | 100,0000% | Fully consolidated subsidiaries |
| Sectoriel | France | 100,0000% | Fully consolidated subsidiaries |
| Syveco (formerly Thermador International)* | France | 100,0000% | Fully consolidated subsidiaries |
| Axelair | France | 99,9970% | Fully consolidated subsidiaries |
| Mecafer | France | 100,0000% | Fully consolidated subsidiaries |
| Domac | France | 100,0000% | Fully consolidated subsidiaries |
| Aello | France | 100,0000% | Fully consolidated subsidiaries |
| Thely*** | France | 100,0000% | Fully consolidated subsidiaries |
| Opaline | France | 100,0000% | Fully consolidated subsidiaries |
| Tagest | France | 100,0000% | Fully consolidated subsidiaries |
| Deco holding (Sodeco Valves)** | Belgium | 100,0000% | Fully consolidated subsidiaries |
| FGinox | France | 100,0000% | Fully consolidated subsidiaries |
| ETS Edouard Rousseau (formerly Sanidom) | France | 100,0000% | Fully consolidated subsidiaries |
| Rousseau SA | Spain | 100,0000% | Fully consolidated subsidiaries |
| Distrilabo | France | 100,0000% | Fully consolidated subsidiaries |
| Thermacome | France | 100,0000% | Fully consolidated subsidiaries |
The consolidation scope concerns all companies of the group. This was modified in 2021 with the acquisition of 100% of Aello's capital.
(*) Thermador International changed its name and is now called Syveco.
(**) Deco holding (Sodeco Valves) is the sub-perimeter made of Sodeco Distribution (Belgium), Sodalis Investment (Belgium), Sodeco Valves BV (Netherlands), Sodeco Valves AG (Switzerland), Sodeco Armaturen GMBH (Germany) andSodeco Sedin (France).
(***) SCI Thely is 100%-owned by Thermador Groupe and Tagest.
The base method used to assess elements entered into the accounts is the historical cost method except for financial instruments (short-terms and derivatives) which are assessed at their actual value.
Goodwill arising from the acquisition of S.C.I Thely shares by Thermador Groupe in 1987 and 1990 was allocated to Land andBuildings: this adjustment was not applied to minority interests. This goodwill is amortised through the income statement in accordance with the accounting principles applying to the related fixed assets. Thus, the spread attributed to land was not amortised and the spread allocated to constructions was amortised according to the forecast residual service life of the constructions.
| Thely | Land | Buildings | Total |
|---|---|---|---|
| Gross purchase discrepancy value | 39 | 468 | 507 |
| Start-of-period depreciations | -468 | -468 | |
| End-of-period depreciations | -468 | -468 | |
| Net purchase discrepancy value | 39 | 39 |
With Thermador Groupe's purchase of Sodeco Valves shares on August 31, 2017, a purchase discrepancy of €300,000 was allocated to the Buildings item. Via the profit and loss statement, this purchase discrepancy was depreciated in compliance withrules applying to the asset concerned. Thus, the purchase discrepancy for constructions was written down over 20 years.
| Sodeco Valves | Buildings |
|---|---|
| Gross purchase discrepancy value | 300 |
| Start-of-period depreciations | -50 |
| End-of-period depreciations | -58 |
| Net purchase discrepancy value | 242 |
At the time of purchase of Sanidom shares (today: Etablissements Edouard Rousseau) by Thermador Groupe on December 31,2018, a purchase discrepancy of €3,536,000 was allocated to the Land & Buildings item.
| Ets E. Rousseau | Land | Buildings | Total |
|---|---|---|---|
| Gross purchase discrepancy value | 952 | 2 584 | 3 536 |
| Start-of-period depreciations | -238 | -238 | |
| End-of-period depreciations | -297 | -297 | |
| Net purchase discrepancy value | 952 | 2 287 | 3 239 |
The purchase discrepancy allocated to buildings will be amortised using write-down periods according to items.
| Items | Depreciation period (number of years) |
|---|---|
| Primary works | 40 |
| Wall frames and roof frames | 25 |
| Electricity | 20 |
| Heating and plumbing | 15 |
| Paintwork and partitions | 10 |
| Roof | 20 |
A purchase discrepancy of €3,700,000 was attributed to the brand for a total of €1,200,000 and customer relations for €2,500,000. The latter is written down over a period of 10 years starting on January 1, 2019. Therefore, a depreciation charge was booked for €125,000 on June 30, 2021.
| Ets E. Rousseau | Brand | Customer relations | Total |
|---|---|---|---|
| Gross purchase discrepancy value | 1 200 | 2 500 | 3 700 |
| Start-of-period depreciations | -500 | -500 | |
| End-of-period depreciations | -625 | -625 | |
| Net purchase discrepancy value | 1 200 | 1 875 | 3 075 |
At the time of Thermador Groupe's purchase of Distrilabo's shares on December 31, 2019, goodwill of €1,900,000 was attributed to the brand for a total of €550,000 and customer relations for €1,350,000. The customer relations item will be written down over a period of 10 years starting on January 1, 2020. Therefore, a depreciation charge was booked for €68,000 on June 30, 2021.
| Distrilabo | Brand | Customer relations | Total |
|---|---|---|---|
| Gross purchase discrepancy value | 550 | 1 350 | 1 900 |
| Start-of-period depreciations | -135 | -135 | |
| End-of-period depreciations | -203 | -203 | |
| Net purchase discrepancy value | 550 | 1 147 | 1 697 |
At the time of Thermador Groupe's purchase of Thermacome's shares on April 30, 2020, goodwill of €2,600,000 was attributed to the brand for a total of €1,600,000 and customer relations for €1,000,000. The customer relations item will be written down over a period of 10 years starting on June 30, 2021. As such, a €50,000 depreciation was booked on June 30, 2021.
| Thermacome | Brand | Customer relations | Total |
|---|---|---|---|
| Gross purchase discrepancy value | 1 600 | 1 000 | 2 600 |
| Start-of-period depreciations | -67 | -67 | |
| End-of-period depreciations | -117 | -117 | |
| Net purchase discrepancy value | 1 600 | -883 | -2483 |
The balance sheet includes a 'Goodwill' item for €56,317,000:
| In thousands of euros |
Book value, pre harmonisation purchase |
Adjustments | Book value purchased |
Acquisition cost |
Goodw ill |
|---|---|---|---|---|---|
| PBtub, Isocel, Dipra, Thermador, Jetly Sferaco |
6 136 | 6 136 | |||
| Mecafer | 8 940 | -298 | 8 642 | 24 300 | 15 658 |
| Nuair | 741 | 741 | 2 700 | 1 959 | |
| Sodeco Valves | 5 922 | 170 | 6 092 | 10 000 | 3 908 |
| FGinox | 6 930 | 21 | 6 951 | 22 881 | 15 930 |
| Groupe Valfit | 2 653 | -13 | 2 640 | 7 600 | 4 960 |
| Vortice France | 850 | 850 | |||
| Sanidom / Rousseau |
15 184 | 5 388 | 20 572 | 22 000 | 1 428 |
| Sale of the Sodeco Sedin business |
-31 | -31 | |||
| Distrilabo | 1 293 | 1 419 | 2 712 | 5 200 | 2 488 |
| Thermacome | 2 402 | 1 947 | 4 349 | 7 000 | 2 651 |
| Thermacome business |
380 | 380 | |||
| TOTAL 30/06/2021 |
44 065 | 8 634 | 52 699 | 109 016 | 56 317 |
When new subsidiaries were included in the scope, in application of the revised version of IFRS 3, goodwill was recorded. This accounts for synergies we would expect from the inclusion of new activities of the new businesses acquired, as well as economies of scale generated by sharing resources. It is attributed to groups of cash generating units (CGU), represented by each company acquired.
The acquisition price of the companies corresponds to the fair value on the date of acquisition of the elements of earnings given to the seller in exchange for the control of the acquired assets, excluding any element which remunerates any transaction separate from the takeover.
| In thousands of euros | Mecafer | Nuair France | Total |
|---|---|---|---|
| Book value, pre-harmonisation | 8 940 | 741 | 9 681 |
| purchase | |||
| Adjustments | -298 | -298 | |
| Book value purchased | 8 642 | 741 | 9 383 |
| Acquisition cost | 24 300 | 2 700 | 27 000 |
| Goodwill | 15 658 | 1 959 | 17 617 |
This goodwill is wholly allocated to the goodwill item.
Reprocessing pertained to:
Reprocessing pertained to:
Reprocessing pertained to:
Via its subsidiary Axelair, Thermador Groupe acquired Vortice France on December 31, 2017 for €850,000. The portionattributable to African customers, valued at €30,000 was transferred to Syveco on December 31, 2018.
On October 30, 2018, Sodeco Sedin sold 80% of its business for €550,000. The net accounting value of this asset was €25,000on October 30, 2018. The €525,000 gain was booked as 'other operating incomes' in Sodeco Valves' CGU. The purchase priceof €10,000,000 for Sodeco Valves was not reduced as a result because no portion of this price was attributable to Sodeco Sedin's business capital. We should remind you that Sodeco Sedin was in competition with distributor customers of our subsidiaries Sferaco and Sectoriel, and continued operation of this business could have been unfavourable to those two subsidiaries. Furthermore, Sodeco Sedin recorded operating losses for 2017, 2016 and 2015.
The €1,428,000 goodwill was wholly allocated 'goodwill' item.
Reprocessing pertained to:
30/07/2021 2021 Half-Yearly statements Page 14 of 31
The €2,488,000 goodwill was wholly allocated 'goodwill' item.
Reprocessing pertained to:
The €2,651,000 goodwill was wholly allocated 'goodwill' item.
Reprocessing pertained to:
Impairment tests (IAS 36) are performed once a year at least for units generating cash having acquired goodwill in compliance with IAS 8 as per the presentation of sector-based information. These cash generating units were defined according to business sector criteria. Given the group's organisation and the distribution of the different business fields, the cash generating units chosen by the group comprise of the legal entities Jetly, Sferaco, Thermador, Dipra, Isocel, PBtub, Sectoriel, Syveco, Axelair, Mecafer/ Domac, Aello, Sodeco Valves, FGinox, Edouard Rousseau, Distrilabo, and Thermacome, and a separate grouping comprising Thely, Opaline, Tagest and Thermador Groupe (cf. note 19). Following the COVID-19 crisis we have performed impairment tests the 30th June 2021 on the cash generating units that might have showed value decrease.
The results of impairment tests on this 'goodwill', based in particular on future forecast net cash flows over a period of five years out of the IFRS 16 effect and a subsequent growth rate of 1%, discounted at 7.9%, explain the absence of provisions. The discount rate was calculated according to the 30-year treasury bond rate TEC (Constant Maturity Treasuries), French market risk, and sector risk, i.e. 1.11% a specific risk premium; A reasonable variation of the discount rate of +/– 0.5% was applied in our depreciation tests.
The key assumptions, which are sales, profitability, working capital requirements and the level of cash flow, have been revised to take into account the level of business clawed back at June 30, 2021 following the Covid-19 crisis and the budget forecasts prepared by the operating divisions of our subsidiaries.
A reasonable variation of the key assumptions including this discount rate variation does not show any particular sensitivity in any of the CGUs assessed.
Tangible and intangible assets are valuated at their purchase price (cost price plus associated costs) with the exception of land and buildings to which valuation discrepancies have been attributed.
Intangible assets, primarily concerning acquisitions since 2018 of brands (€3,350,000), customer relations (€4,850,000) and software.
Depreciation amortisation is calculated in linear fashion on the basis of the expected service life:
| Brands | Not written down |
|---|---|
| Customer relations | 10 years |
| Software | 3, 4, 5 years |
| Primary works | 40 years |
| Wall frames and roof frames | 25 years |
| Roof | 20 years |
| Electricity | 20 years |
| Heating and plumbing | 15 years |
| Partitions and paintwork | 10 years |
| Building improvements and fixtures | 3, 4, 5, 7 et 10 years |
| Installations and fixtures | 2, 3, 4, 5 et 10 years |
| Office and computer equipment | 2, 3, 4, 5, 6 et 10 years |
| Furniture | 2, 3, 5, 8 et 10 years |
Deferred taxes were calculated on all items of the balance sheet and profit and loss account. There aren't any non-activated deferred taxes
| Pre-tax net (accounting profit) | 38 990 |
|---|---|
| Tax rate on ordinary activities | 26,50% |
| Theoretical tax burden | 10 325 |
| Social contribution | 203 |
| Non-deductible costs and charges on subsidiaries 'dividends (2) | 221 |
| Variation in deferred tax rate (3) | 27 |
| Non-deductible charges and impact of non-French rate | -30 |
| Taxes | 10 746 |
| Actual tax rate | 27,56% |
Corporate tax rate on June 30. 2021:
| Profits from ordinary activities (1) | 26,50% |
|---|---|
| Social contribution | 0,52% |
| Non-deductible costs and charges on subsidiaries 'dividends (2) | 0,56% |
| Variation in deferred tax rate (3) | 0,07% |
| Non-deductible charges and impact of non-French rate | (0,09%) |
| Rate of corporation tax on profit from ordinary business | 27,56% |
(1) The finance law introduced a sliding scale element in the tax rate applicable as of January 1, 2018. A 26,5% tax rate has been used on French profits, the tax rate in Belgium is 25%, the one in Spain is 25%.
Assets and liabilities of deferred taxes haven't been actualised and are compensated if they belong to a same entity and they have identical repayment deadlines. On June 30,2021, assets and liabilities of deferred taxes have been allocated between current and non-current deferred taxes:
| Non-current deferred tax assets | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Provision for end-of-career commitment | 845 | 748 | 835 |
| Axelair and Sodeco deficit | 602 | 498 | 527 |
| Excess value on buildings and land | -57 | ||
| Goodwill | 33 | ||
| Gain on building | -67 | ||
| Depreciation on building | 35 | ||
| IFRS 16 impact | 11 | 5 | -1 |
| Total | 1 402 | 1 251 | 1 361 |
| Current deferred tax assets | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Axelair deficit Temporary differences |
455 | 378 | 6 414 |
| Total | 455 | 378 | 420 |
| Non-current deferred tax liabilities | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Goodwill * | 1 429 | 1 429 | 1396 |
| Excess value on buildings and land | 790 | 880 | 863 |
| Provision for end-of-career commitment | - 303 |
-283 | -291 |
| Sodeco valves deficit carried over | -69 | -63 | |
| IFRS 16 | - 1 |
||
| Gain on building | 75 | 71 | |
| Temporary differences | - 44 |
||
| Brand and customer relations | 1 693 | 1 818 | 1753 |
| Depreciation on building | -35 | -35 | |
| Total | 3 564 | 3 815 | 3 694 |
* Goodwill recorded in the assets of Thermador Groupe are in deferred taxes.
| Current deferred tax liabilities | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Tax on subsidiaries dividends | 209 | 142 | 337 |
| Fair value of financial instruments | 64 | -9 | -197 |
| Goodwill of land and construction | 34 | 36 | 35 |
| Excess value on buildings | 8 | 8 | 8 |
| Brand and customer relations | 125 | 132 | 129 |
| Temporary differences | -29 | -102 | (89) |
| Total | 411 | 207 | 223 |
Operations in foreign currencies are registered for their value at the date of the operation.
Debt and credit in foreign currency appear on the balance sheet for their value in the course of the financial year or of the financial commitments made. The difference resulting from the reassessment of debt and credit in foreign currency at the most recent rate is included in the P&L account.
Amount of accounts payable on June 30, 2021 in the main foreign currency (US dollar): €13,622,000.
Amount of payables in foreign currencies corresponding to advance payments made to suppliers at June 30, 2021 in the main currency (US dollar): €1,299,000.
Thermador Groupe uses no financial derivatives for speculative purposes.
The derivatives used serve only to cover exchange rate fluctuations corresponding to purchase of merchandise in foreign currencies. Thermador Groupe decided to introduce centralised management of cash in dollars as of January 1, 2018 to cover the requirements of all the group subsidiaries.
In this respect, Thermador Groupe subscribed to USD forward currency purchases for 22,750,000 USD with instalments in the second half of 2021.
The IAS 39.9 criteria are respected, allowing the group to book this hedging according to hedging accounting methods. An effectiveness test was carried out on June 30, 2021.
The fair value of such financial instruments is recorded for €243,000 in equity. There is no compensation between financial assets and liabilities.
Financial assets and liabilities appearing on the balance sheet: ventilation per category of instruments:
| Assets at 30/06/2021 | Balance sheet value |
Fair value | Fair value per result |
Receivables | Hedging instruments |
|---|---|---|---|---|---|
| Customers of commercial activities | 111 503 | 111 503 | 111 503 | ||
| Other debtors | 15 135 | 15 135 | 15 135 | ||
| Financial tool | 243 | 243 | 243 | ||
| Cash | 37 104 | 37 104 | 37 104 | ||
| Total assets | 163 985 | 163 985 | 37 104 | 126 638 | 243 |
| Liabilities at 30/06/2021 | Balance sheet value |
Fair value | Fair value per result |
Payables | Hedging instruments |
|---|---|---|---|---|---|
| Long term financial loans and Debt | |||||
| 19 183 | 19 183 | 19 183 | |||
| Lease obligation > one year | 2 366 | 2 366 | 2 366 | ||
| Noncurrent liabilities | 8 159 | 8 159 | 8 159 | ||
| short term financial loans anddebt | |||||
| 13 529 | 13 529 | 13 529 | |||
| Lease obligation < one year | 1 006 | 1 006 | 1 006 | ||
| Suppliers | 73 962 | 73 962 | 73 962 | ||
| Supplier fixed assets | 1 874 | 1 874 | 1 874 | ||
| Other creditors | 44 931 | 44 931 | 44 931 | ||
| Total liabilities | 165 010 | 165 010 | 165 010 |
| 30/06/2021 In thousands of euros |
Current | Non-current | Total | Under one year |
Over one year and under five years late |
Over five years |
|---|---|---|---|---|---|---|
| Bank loans | 13 529 | 19 183 | 32 712 | 13 529 | 19 150 | 33 |
| Lease liabilities (IFRS 16) |
1 006 | 2 366 | 3 372 | 1 006 | 1 886 | 480 |
| Cash and equivalent | ||||||
| 37 104 | 37 104 | 37 104 | ||||
| Net cash | 22 569 | (21 549) | 1 020 | 22 569 | (21 036) | (513) |
Cash and cash equivalents for €37,104,000 include bank accounts for €35,284,000 and term deposits for €1,820,000 with a maturity of one month or less.
| Fixed assets | Gross value at the opening of the period |
Decrease right-of-use |
Increases | Decreases | Gross value at the end of the period |
|---|---|---|---|---|---|
| Goodwill on consolidation | 56 317 | 56 317 | |||
| Other intangible assets | 14 184 | 727 | 185 | 14 726 | |
| Total intangible assets | 70 501 | 727 | 185 | 71 043 | |
| Land | 10 870 | 10 870 | |||
| Buildings on own property | 74 736 | 4 467 | 0 | 79 203 | |
| Machinery and equipment | 11 772 | 300 | 72 | 12 000 | |
| General equipment, fixtures and fitments |
6 411 | 425 | 118 | 6 718 | |
| Transport material | 281 | 30 | 72 | 239 | |
| Office and IT equipment, furniture | 5 060 | 190 | 31 | 5 219 | |
| Other tangible assets in progress | 4 654 | -174 | 0 | 4 480 | |
| Right-of-use assets | 4 880 | -159 | 1 007 | 28 | 5 700 |
| Total tangible assets | 118 664 | -159 | 6 245 | 321 | 124 429 |
| Other financial assets | 312 | 53 | 1 | 364 | |
| Total financial assets | 312 | 53 | 1 | 364 | |
| Grand total | 189 477 | -159 | 7 025 | 507 | 195 836 |
In 2019, we started work on renovating the building used by Dipra, with two objectives: to improve working conditions for warehouse staff and to optimise building occupation. The first phase of the work was completed on July 1, 2020 with the delivery of a new building (office and warehouse) for Dipra. The second phase continues with the construction of a new building (offices and warehouse) for Aello, which was successfully delivered in April 2021. This second phase will end in December 2021 with the delivery of a new building (offices and warehouse) for Axelair.
In 2021, we started construction of the logistics warehouse for our FGinox subsidiary. Delivery is planned for the second half of 2022.
Total real estate includes 303,052 m² of land and 123,074 m² of buildings (warehouses and offices).
Real estate value was reassessed in December 2016 for buildings in Saint-Quentin-Fallavier, in April 2017 for our subsidiary Domac's building, in August 2018 for our subsidiary Sodeco Valves' building, and in December 2018 for our subsidiary Edouard Rousseau's building at around €60.8m (valuations made by Expertise Galtier, Chemin Moulin Carron-69 Ecully and CBRE in Brussels), which includes built and unbuilt land.
| Amortisation | Amortisation 31/12/2020 |
Decrease right-of-use |
Increases | Decreases | Amortisation 30/06/2021 |
|---|---|---|---|---|---|
| Goodwill on consolidation | - | ||||
| Other intangible assets | 4 944 | 485 | 173 | 5 256 | |
| Total intangible assets | 4 944 | - | 485 | 173 | 5 256 |
| Land | - | ||||
| Buildings on own property | 32 508 | 1377 | 33 885 | ||
| Machinery and equipment | 8 867 | 424 | 69 | 9 222 | |
| General equipment, fixtures and fitments |
4 091 | 278 | 69 | 4 300 | |
| Transport materials | 226 | 21 | 30 | 217 | |
| Office and IT equipment, furniture | 3 965 | 232 | 30 | 4 167 | |
| Right-of-use assets | 1 884 | -159 | 632 | 10 | 2 347 |
| Total tangible assets | 51 541 | -159 | 2 964 | 208 | 54 138 |
| Grand total | 56 485 | -159 | 3 449 | 381 | 59 394 |
At the beginning of the period, the capital was made up of 9,200,849 shares of €4 nominal value each, i.e. €36,803,396.
On June 30, 2021 the capital stays unaffected and is still of €36,803,396 divided in 9,200,849 shares of €4 each. There is no stock-options.
Thermador Groupe purchased 1,200 of its treasury shares during 2018 for a value of €62,000.
In April 2021, Thermador Group purchased 1,800 of its treasury shares for a value of €158,000. Following approval of the fourteenth resolution at the Annual General Meeting on April 6, 2021, these free shares will be allocated free of charge to certain employees of Axelair and Aello, or certain categories amongst them from among eligible employees and corporate officers of those companies. The board meeting of July 29, 2021 will decide the implementation of this distribution of free shares.
Those shares were valued at the time of closure at €85.5. Their price at June 30, 2021 was higher than the purchase price (latent gain of €44,000).
Note 10 – Commitments or operations with associated parties:
Associated parties concern all Board members of Thermador Groupe who are usually directors of the group's main subsidiaries.
There is no commitment or operation with the associated parties apart from elements of earnings and pension commitments. The Group does not use any assets which belong directly or indirectly to directors or members of their families.
Total gross earnings and benefits of all types, both direct and indirect, for each Corporate Representative of the Group (including consolidated and controlled companies according to Article 357-1 of the law on commercial companies) paid for the financial year to members of the Board on account of their functions total €449,700,000 distributed as follows:
| Earnings fixed and variable (due and paid) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Operational Board members | Fixed part | Variable part | Total earnings | ||||||
| Chairman & CEO and Deputy CEO |
1st half 2021 |
1st half 2020 |
2020 | 1st half 2021 |
1st half 2020 |
2020 | 1st half 2021 |
1st half 2020 |
2020 |
| Lionel Monroe, Board member, audit committee member and Deputy CEO (3) |
|||||||||
| - earnings as Syveco CEO | 66,5 | 75,4 | 150,8 | 61 | 66,5 | 75,4 | 211,8 | ||
| - earnings as Deputy CEO of Thermador Groupe |
9,5 | 9,5 | |||||||
| Lionel Grès, Board member (1) | 72,8 | 73,7 | 143,8 | 22 | 72,8 | 73,7 | 165,8 | ||
| Patricia Mavigner, secretary ofthe Board of Directors, Deputy CEO since May 1, 2016 and sustainable development committee member |
73,5 | 73 | 145,6 | 91 | 73,5 | 73 | 236,6 | ||
| Guillaume Robin, Chairman and CEO | 100,9 | 100 | 200,5 | 111 | 100,9 | 100 | 311,5 | ||
| Yves Ruget, Board Member (2) and sustainable development committee member |
69,6 | 69 | 137,8 | 86 | 69,6 | 69 | 223,8 | ||
| subtotal | 392,8 | 391,1 | 778,5 | 0 | 0 | 371 | 392,8 | 391,1 | 1149,5 |
| External Board members | Allocated earnings (due and paid) | ||||||||
| Janis Rentrop, earning committee independent member |
8,7 | 9,5 | 20,1 | 8,7 | 9,5 | 20,1 | |||
| Independent Board members | Allocated earnings (due and paid) | ||||||||
| Karine Gaudin, audit committee chairman and independent member |
8,7 | 11,7 | 22,7 | 8,7 | 11,7 | 22,7 | |||
| Caroline Meignen, earning committee independent member |
8,7 | 9,5 | 20,1 | 8,7 | 9,5 | 20,1 | |||
| Laurence Paganini, audit committee chairman and independent member, sustainable development committee independent member |
10,7 | 9,5 | 20,1 | 10,7 | 9,5 | 20,1 | |||
| Olivier V. de la Clergerie, audit committee independent member and sustainable development committee member |
10,7 | 9,5 | 20,1 | 10,7 | 9,5 | 20,1 | |||
| Mathilde Yagoubi, sustainable development committee chairman and independent member |
9,4 | 9,5 | 15,9 | 9,4 | 9,5 | 15,9 | |||
| subtotal | 56,9 | 59,2 | 119 | 0 | 0 | 0 | 56,9 | 59,2 | 119 |
| TOTAL | 449,7 | 450,3 | 897,5 | 0 | 0 | 371 | 449,7 | 450,3 | 1268,5 |
There are no golden parachutes or golden handshakes for corporate officers.
Corporate officers have no special retirement plan.
They do not receive any compensation linked to non-competition clauses or termination compensation.
The retirement commitment concerns the payment of a retirement bonus authorised by the Board Meeting of December 19, 2003. This bonus is calculated in the same way as that paid to a manager according to the conventions of article 5 of amendment I of the industry-wide agreement for the wholesale business.
On June 30, 2021, the total of the commitment corresponding to this bonus for board members and corporate representatives was €409,200.
Note 11 – Significant events occurring after the closing statements:
No significant change to the Group's financial or commercial structure has occurred since the end of the financial half year.
Our principal risks are mentioned in our 2020 universal registration document in chapter 4 – Risk factors
The nature of the main risks was not modified for the first half of 2021. We however would like to give some more information about note 21 chapter 6 of our 2020 universal registration document.
Credit risk: we have no major customers default for first 2020 half year. We remain particularly vigilant for debt collection in the post-COVID period.
Customer receivables on June 30, 2021:
| Accounts receivables (excluding bad debts) at 30/06/2021 (in thousands of euros) |
Total amount |
Total for due dates after 30/06/2020 |
Under 30 days late |
Over 30 days and under 60 days late |
Over 60 days and under 90 days late |
Over 90 days late |
|---|---|---|---|---|---|---|
| Customer receivables on June 30, 2021 |
111 085 | 91 261 | 12 882 |
3 954 | 1 802 |
1 185 |
| % customer receivables | 82% | 12% | 4% | 2% | 1% | |
| Customer receivables on December 31, 2020 |
72 779 | 62 859 | 6 506 | 1 688 | 927 | 799 |
| % customer receivables | 86% | 9% | 2% | 1% | 1% |
The company is in a process of reviewing its cash-flow risk by taking into account the current sanitary crisis of COVID-19. It is in a position to meet its future financial obligations. The situation on June 30, 2021 is positive (cash flow statements on page 5 of our half-yearly memo). The group can access unused short-term cash facilities. None of the outstanding bank loans contain covenants or guarantees. We are not exposed to any risk of early repayment or interest rate adjustment.
Over the past twelve months there has been no governmental, judicial, arbitration or administrative procedure (including any procedure of which we may have knowledge, any that may be subject to suspension or any that represents a potential threat) which could have or would recently have had significant effects on the Group's financial situation or profitability.
On April 3, 2017, Thermador Groupe and its subsidiaries Aello and Jetly were taken before the commercial tribunal of Rennes by the companies Diffusion Equipements Loisirs – D.E.L. and Multifija on the grounds of unfair competition and parasitism on the market for swimming pool equipment and accessories. We deplore this legal action and fully reject the accusations. On June 26, 2018, our lawyer pleaded before the Court of Appeal against the decision of the Commercial Tribunal of Rennes handed down on March 20, 2018, rejecting our plea on erroneous jurisdiction to the Arbitral Tribunal. The deliberation of the Court of Appeal dated October 2, 2018 rejected our application. The Supreme Court found in favour of our appeal, thus overturning the decision of the Court of Appeal in December 2019. In February 2020, we presented our findings of lack of competence before the Court of Appeal. On October 20, 2020 the Court of Appeal concluded that jurisdiction in this case applied to the arbitral tribunal. On January 11, 2021, the companies D.E.L. and Multifija brought an appeal in cassation, asking the Court to quash and overturn the decision of the Commercial Court of Rennes that the Court of Appeal did not have jurisdiction.
Following the October 2019 hearing before the Commercial Court of Rennes in an unfair competition suit, the latter struck the case off for lack of diligence on the part of the plaintiffs, D.E.L. and Multifija. To date, the case has not reappeared on the court's agenda. The case was reinstated at the initiative of the D.E.L. and Multifija on May 21, 2021. At the hearing on June 22, 2021, a stay of proceedings was requested pending the ruling of the Court of Cassation.
We remain confident as to the results of these procedures. No provision was entered on June 30, 2020 because to date we have no obligation to do so, and it cannot be estimated in any reliable way.
| Provisions | Value at the opening of the period |
Increases | Decreases | Value at the endof the period |
|---|---|---|---|---|
| Non-current provision Provisions for end-of-career commitments |
4 491 | 146 | 42 | 4 595 |
| Total non-current provision Current provision |
4 491 | 146 | 42 | 4 595 |
| Other current provision | 539 | 112 | 60 | 591 |
| Total current provision | 539 | 112 | 60 | 591 |
| Grand Total | 5 030 | 258 | 102 | 5 186 |
Note 14- Balance sheet provisions (in thousands of euros)
| Value at the opening of the period |
Increases | Decreases | Value at the endof the period |
|
|---|---|---|---|---|
| Stock provisions | 4 225 | 878 | 451 | 4 652 |
| Customers provisions | 1 072 | 35 | 97 | 1 010 |
| Total impairment provisions | 5 297 | 913 | 548 | 5 662 |
| Receivables | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Trade receivables | 111 085 | 91 821 | 72 779 |
| Bad debts | 418 | 440 | 362 |
| Corporate tax | 308 | 1 018 | 639 |
| Deferred corporate tax assets | 455 | 378 | 420 |
| Other receivables | |||
| VAT receivables | 5 730 | 6 198 | 4 783 |
| Other receivables | 6 894 | 4 726 | 5 158 |
| Prepaid expenses | 1 748 | 1 558 | 867 |
| Total other receivables | 14 372 | 12 482 | 10 808 |
| Total receivables | 126 638 | 106 139 | 85 008 |
Note 16 - Debts (in thousands of euros)
| Debts | 30/06/2021 | 30/06/2020 | 31/12/2020 |
|---|---|---|---|
| Current provisions | 591 | 663 | 539 |
| Rental obligations of less than one year | 1 006 | 1 101 | 1 036 |
| Short-term loans | 344 | 554 | 394 |
| Current component of loans and debts | 13 185 | 14 595 | 13 188 |
| Trade payables | 73 962 | 52 200 | 52 760 |
| Corporate tax | 4 613 | 714 | 1 336 |
| Fixed assets suppliers accounts payables | 1 874 | 726 | 2 623 |
| Tax and social liabilities: | |||
| Salaries and social security liabilities | 13 403 | 10 810 | 10 988 |
| Deferred corporate tax liabilities | 411 | 216 | 223 |
| VAT | 7 046 | 8 130 | 2 114 |
| Other tax liabilities | 1 036 | 1 528 | 756 |
| Total fiscal and social liabilities | 21 896 | 20 684 | 14 081 |
| Other debtors | 17 831 | 14 686 | 15 753 |
| Total debts | 135 302 | 105 923 | 101 710 |
Note 17- Charges payable and accruals (in thousands of euros)
| Charges payable | 30/06/2021 | 31/12/2020 |
|---|---|---|
| Trade notes and accounts payable | 23 859 | 18 111 |
| Tax and social liabilities | 5 632 | 7 117 |
| Liabilities on customer contracts | 12 174 | 5 727 |
| Other liabilities | 1 680 | 23 |
| Total | 43 345 | 30 978 |
| Accruals | 30/06/2021 | 31/12/2020 |
| Trade receivables | 192 | 104 |
| Other receivables | 1 139 | 1 736 |
| Total | 1 331 | 1 840 |
Note 18 - Explanation concerning turnover for the first half of 2021
The turnover is made up primarily of sales of merchandise which are accounted for upon delivery.
Distribution of turnover by geographical area: France €222,612,000 and foreign sales: €40,137,000 including Syveco €15,515,000, Sodeco Valves €10,115,000 and Rousseau SA (Spain) €4,936,000.
| 30/06/2021 | 2021 constant scope |
30/06/2020 | |
|---|---|---|---|
| Turnover (according to IFRS 15) | 262 749 | 255 206 | 187 869 |
To constant scope 2021 turnover is €262,749,000 compared to constant scope 2020 turnover of €187,869,000. 2021 turnover includes that of the company Thermacome (€4,250,000), acquired on April 30, 2020.
Note 18 – Explanation concerning operating income and net profit on the first half of 2021
| 30/06/2021 | 2021 constant scope |
30/06/2020 | |
|---|---|---|---|
| Current operating income | 39 102 | 38 522 | 23 358 |
| Net profit as a portion of the group | 28 240 | 27 823 | 16 472 |
To constant scope operating income for 2021 was €38,522,000 compared to 2020 operating income to a constant scope of €23,258,000. Again, to constant scope, the net profit as a portion of the group for 2021 was €27,823,000 compared to a net profit for 2020 to constant scope of €16,472,000. Operating profit and net profit as a portion of the group at June 30, 2021 includes Thermacome's results, company acquired on April 30, 2020.
| June 2021 | June 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Profit and loss account: | Turnover | Profit before tax | % profitability |
Turnover | Profit before tax |
% profitability |
||
| Mecafer / Domac (1) |
Equipment tools in DIY | 18 858 | 1 682 | 8.9% | 14 824 | 1 116 | 7.5% | |
| Dipra / Rousseau (5) |
Pumps, plumbing and taps |
37 831 | 1 963 | 5.2% | 28 308 | 1 362 | 4.8% | |
| Isocel | Component for OEM | 4 164 | 664 | 16.0% | 2 975 | 388 | 13.0% | |
| Aello | Swimming pool equipment |
13 192 | 1 829 | 13.9% | 7 800 | 868 | 11.1% | |
| Jetly | Pumps | 32 593 | 7 623 | 23.4% | 24 226 | 5 169 | 21.3% | |
| Thermador | Central heating and sanitary accessories |
37 629 | 8 683 | 23.1% | 22 817 | 4 464 | 19.6% | |
| PBtub | Heating - cooling | 15 632 | 1 791 | 11.5% | 11 285 | 725 | 6.4% | |
| Thermacome (7) | surfaces and piping systems |
11 793 | 750 | 6.4% | 3 097 | 219 | 7.1% | |
| Axelair | Ventilation equipment and accessories |
3 396 | -31 | 3 512 | 50 | 1.4% | ||
| Sferaco (4) | Valves, meters and connectors |
36 516 | 7 942 | 21.7% | 26 334 | 5 160 | 19.6% | |
| Sectoriel | Motorised valves and air compressors |
13 649 | 2 420 | 17.7% | 10 571 | 1 628 | 15.4% | |
| Distrilabo (6) | Measure and control | 3 117 | 211 | 6.8% | 2 224 | -97 | ||
| Syveco | International | 15 515 | 2 413 | 15.6% | 13 087 | 1 778 | 13.6% | |
| FG Inox (3) | Stainless steel connectors,flanges, valves and accessories |
8 587 | 923 | 10.7% | 6 824 | 636 | 9.3% | |
| Sodeco Valves (2) |
Industrial valves | 10 115 | 597 | 5.9% | 9 791 | 487 | 5.0% | |
| Other structures | 162 | 27 253 | 194 | 23 436 | ||||
| Eliminations | -27 611 | -24 031 | ||||||
| Total | 262 749 | 39 102 | 14.9% | 187 869 | 23 358 | 12.4% |
(1) With acquisition of Domac since March 1, 2017.
(2) With acquisition of Sodeco Valves since September 1, 2017.
(3) With acquisition of FGinox since October 1, 2017.
(4) With acquisition of Groupe Valfit since December 31, 2017.
(5) With acquisition of Rousseau / Sanidom since December 31, 2018.
(6) With acquisition of Distrilabo since December 31, 2019.
(7) With acquisition of Thermacome since April 30, 2020.
Cash generating units are defined according to activity sector criteria. Given the group's organisation and the way the distribution of their different professions, cash generating units appointed by the group are made up of the legal entities: Jetly, Sferaco including Groupe Valfit since December 31, 2017, Thermador, Dipra and Edouard Rousseau (since December 31, 2018), Isocel, PBtub, Sectoriel including Nuair France since July 1, 2015, Syveco, Axelair, Mecafer (July 1, 2015) including Domac (since March 1, 2017), Aello, Sodeco Valves, FGinox, Distrilabo (since December 31, 2019), Thermacome (since April 30, 2020) and a separate unit comprising Thely, Opaline, Tagest and Thermador Groupe.
Note 20 – Staff distribution
| 30/06/2021 | 30/06/2020 | 31/12/2020 | |
|---|---|---|---|
| By category | |||
| Management | 219 | 217 | 213 |
| Supervisory staff | 57 | 64 | 64 |
| Employees | 408 | 388 | 391 |
| Total | 684 | 669 | 668 |
| 30/06/2021 | 30/06/2020 | 31/12/2020 | |
|---|---|---|---|
| By age | |||
| From 18 to 29 | 87 | 89 | 88 |
| From 30 to 39 | 149 | 170 | 158 |
| From 40 to 49 | 244 | 214 | 224 |
| Over 50 | 204 | 196 | 198 |
| Total | 684 | 669 | 668 |
The oldest of our subsidiaries, Thermador, saw a sharp rise in turnover of over €15 million in the first half of 2021 compared to the first half of 2019. Its range of accessories for heat pumps, solid fuel boilers and hydraulic solar panels fits perfectly with the groundswell of interest in improving energy efficiency in buildings, very substantially boosted by the government-funded MaPrimeRénov scheme and energy saving certificates funded by energy suppliers. Recent statements by the French government hint at good prospects for the next 5 years.
This explains 25% of the organic growth, which is intrinsically good news. Other subsidiaries such as Dipra-Rousseau, Aello, Sferaco, Jetly and Mecafer-Domac are also performing exceptionally well in their respective markets (DIY, swimming pools, construction, HVAC, industry, domestic pumps). The commitment of our teams, the agility of our organisations and the quality of our stocks have probably enabled us to gain some market share during this very chaotic and surprisingly dynamic period.
Unprecedented cost increases, caused by a perfect storm of higher raw material prices and shipping container costs and shortages, have forced us to increase our own prices significantly. This has undoubtedly led to most of our customers making precautionary purchases, which we estimate to be a maximum of one month's sales.
As a result of overheating in the economy, the cost ratio fell by 1.7% and the operating margin neared an all-time high. We consider this increase too sudden to be sustainable.
Stock levels have fallen in six months from 173 to 142 days of purchases consumed, far too low for many of our subsidiaries. At June 30, 2021, our net cash position was €37.4m and our bank debt €32.7m (excluding IFRS 16), indicating a further strengthening of our financial structure.
The main transactions are detailed in note 10 of the notes to the half-year financial statements.
Main risks are those related to economic activity. Their type has not been modified during the first half year. These risks are mentioned in our 2020 universal registration document.
On the basis of the second half of 2019 and that of 2020, which were both very strong, and taking into account the precautionary purchases of most of our customers, we expect growth to slow sharply in the second half of 2021. Confident in our ability to meet our long-term objectives, we continue to recruit and invest in real estate, IT and logistics. More operationally, our purchasing teams are working hard to rebuild our stocks under the best possible conditions.
Our governance and our social approach are now thoroughly assessed by non-financial analysts. However, our stakeholders are asking us to set more challenging targets in our environmental policy. Accordingly, we are working on measuring our carbon footprint (Scope 3) more accurately in order to put in place an appropriate reduction plan for the next 10 years. A first estimate will be issued before the end of 2021.
To give themselves every chance of being able to fulfil their mission, all Thermador Groupe's corporate executive officers have taken the initiative of getting vaccinated against SARS-CoV-2.
To my knowledge I certify that the condensed consolidated half yearly statements have been drawn up in compliance with prevailing accounting standards and reliably reflect the assets, financial situation and profits of the company and all the companies in the consolidated accounts, and the half yearly management report presents a reliable account of the business trends of the first six months of the year as well as a description of the main risks and uncertainties which those companies face for the six remaining months of the year.
Saint Quentin Fallavier, July 29, 2021 Guillaume Robin Chairman &CEO.
To the Shareholders,
In compliance with the assignment entrusted to us by your general assembly and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to youon:
The global crisis linked to the Covid-19 pandemic creates special conditions for the preparation and limited examination of the condensed consolidated half-yearly accounts. Indeed, this crisis and the exceptional measures taken in the context of the state of health emergency have multiple consequences for companies, particularly on their business and financing, as well as increased uncertainties about their future prospects. Some of these measures, such as travel restrictions and remote work, have also had an impact on the internal organisation of companies and on the way in which our work is done.
The condensed half-yearly consolidated financial statements were prepared under the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed halfyearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRS as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Saint Etienne and Lyon, July 30, 2021
The Statutory Auditors:
French original signed by
Cabinet Royet Mazars Serge Guillot Frédéric Maurel
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