Interim / Quarterly Report • Oct 6, 2017
Interim / Quarterly Report
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A corporation with a capital of 4,329,132 euros 6 place du Colonel Bourgoin – 75012 Paris Paris Trade and Companies Register 418 093 761 www.adux.com
| MANAGEMENT REPORT | 3 |
|---|---|
| GROUP'S SUMMARY CONSOLIDATED FINANCIAL STATEMENTS | 5 |
| NOTES CONCERNING THE GROUP'S SUMMARY CONSOLIDATED INTERIM FINANCIAL STATEMENTS | 10 |
| STATEMENT BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT | 21 |
Held back by the legacy activities, consolidated revenue declined by 8% to €26.1 million in the first half 2017. Margins remained firm overall (47% vs. 46% in the first half 2016) , with gross profit tracking the revenue trend line (€12.3 million, - 7%).
The company maintained cost discipline over the period. Purchases, that amounted for €3.5 million, down compared to the first half 2016 (€4.2 million). Other provisions and allocations related to depreciation and amortization for €1 million are mainly resulting of investments directly linked to the development of technical platforms.
The current operating result amounts before stock based compensation and before taking other non-current income and charges to -€0.6 million, which represents in line versus the 2016 first half (-€0.6 million).
The consolidated net income amounts to €0.5 million (versus €0.2 million for the 2016 first half).
This net result can be detailed as follow:
Development fees capitalized during the period correspond mainly to:
On April 10th, 2017 AdUX SA acquired 49,9% stake in its subsidiary Local Media and now owns 100% of the subsidiary. As a result, a project of merger-absorption of Admoove by Local Media (also held 100% by AdUX) has been initiated in order to simplify the management and the group organization.
This process is carried out by "simplified merger", AdUX having proceeded beforehand with the sale of its Admoove shares in favor to Local Media.
The accounting and fiscal effect date for the merger has been set up January 1st, 2017 and the date of implementation July 31st , 2017.
On May 4 th , 2017, the Extraordinary Board decided to change the name of HiMedia to "AdUX".
AdUX SA canceled by anticipation his administration office in Paris on July 10th, 2017 with effect date on July 17th, 2017. However AdUX continues to occupy those offices as sub-lessee for 12 months from the termination date of the lease.
The main risks to which the Group is exposed are described in the Report to the President page 114 and following of the 2016 annual report.
The Company is not aware of other risks and uncertainties affecting the Group.
PROSPECTS
The native advertising, drive-to-store marketing and social marketing businesses are all expanding very quickly, their positioning has been amply validated by the advertising market and they enjoy major growth potential. They are now large enough to act as AdUX's core business and no longer require any significant financing. As a result, the Group plans to focus on these three activities and will seek to adjust its business base accordingly.
The planned refocusing process is designed to give AdUX a clearer growth profile, while retaining its strong commitment to flexibility and cost discipline, so as to make the Group more profitable.
If any scope variations might intervene in 2017, new targets will be communicated to the market but the positive EBITDA achievement is not reconsidered.
The company has the financial resources needed to fund these developments, with €4.7 million in gross cash and cash equivalents, a transferable equity interest in HiPay worth €2.2 million.
The affiliated parties of AdUX Group correspond to the authorized agents, senior managers and directors of the group, as well as the companies in which they exercise control, notable influence, or hold a significant voting right.
The compensation and benefits relating to the executive officers were paid for an amount of €116 thousand (against €161 thousand on June 30th, 2016) including €100 thousand of wages, €16 thousand of benefits.
AdUX SA invoices its subsidiaries for holding expenses as well as for trademark expenses, eliminated in the consolidated financial statements.
During the first half of 2017, no significant operation has been carried out with:
| In thousands of euro | Notes | 30 June 2017 | 30 June 2016 |
|---|---|---|---|
| Sales | 26 087 | 28 415 | |
| Charges invoiced by the media | -13 819 | -15 261 | |
| Gross profit | 12 268 | 13 154 | |
| Purchases | -3 469 | -4 214 | |
| Payroll charges | 3 | -8 446 | -8 632 |
| EBITDA (1) | 353 | 309 | |
| Depreciation and amortization | -988 | -902 | |
| Current operating profit | -635 | -593 | |
| Stock based compensation | -106 | -19 | |
| Other non-current income and charges | 4 | 332 | 1 386 |
| Operating profit | -410 | 774 | |
| Cost of indebtedness | -20 | -51 | |
| Other financial income and charges | 78 | -99 | |
| Earning of the consolidated companies | -351 | 624 | |
| Share in the earnings of the companies treated on an equity basis | - | - | |
| Earnings before tax of the consolidated companies | -351 | 624 | |
| Income Tax | 5 | -105 | -381 |
| Net income of the consolidated companies | -456 | 243 | |
| Net income from discontinued operations | - | - | |
| Net income | -456 | 243 | |
| Minority interests from continuing operations | 124 | 253 | |
| Minority interests from discontinued operations | - | - | |
| Including Group Share | -332 | 495 | |
Consolidated income statements for the half-years ending on 30 June 2017 and 30 June 2016
| 30 June 2017 | 30 June 2016 | |
|---|---|---|
| Weighted average number of ordinary shares | 2 886 088 | 2 886 088 |
| Earnings per share, Group share (in euro) | - 0,11 |
0,17 |
| Weighted average number of ordinary shares (diluted) | 2 886 088 | 2 886 088 |
| Diluted earnings per share, Group share (in euro) | - 0,11 |
0,17 |
(1) Current operating income before allocations and reversals of depreciation, amortisation and provisions.
| in thousands of euro | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Net result | - 332 | 495 |
| Other element of the global result | - | |
| - Hedge accounting on financial instruments | - | - |
| - Exchange differences | - 2 | 232 |
| - Other | - | - |
| - Taxes on other elements of the global result | - | - |
| - Actuarial gain and losses related to post-employment benefits | - | |
| Other elements of the global result, net of tax | - 2 | 232 |
| Group share | - 18 | 201 |
| Minority interests | 16 | 31 |
| Global result | - 334 | 727 |
| ASSETS - In thousands of euro | Notes | 30 June 2017 | 31 Dec 2016 |
|---|---|---|---|
| Net goodwill | 6 | 20 860 | 20 860 |
| Net intangible fixed assets | 7 | 1 255 | 1 413 |
| Net tangible fixed assets | 1 245 | 1 319 | |
| Deferred tax credits | 8 | 54 | 54 |
| Other financial assets | 1 428 | 1 484 | |
| Non-current assets | 24 842 | 25 131 | |
| Customers and other debtors | 9 | 26 587 | 26 101 |
| Other current assets | 10 | 12 305 | 13 988 |
| Current financial assets | 2 215 | 3 259 | |
| Cash and cash equivalents | 0 | 4 687 | 5 690 |
| Current assets | 45 794 | 49 037 | |
| TOTAL ASSETS | 70 635 | 74 168 |
| LIABILITIES - In thousands of euro Notes |
30 June 2017 | 31 Dec 2016 |
|---|---|---|
| Share capital | 4 329 | 4 329 |
| Premiums on issue and on conveyance | 83 870 | 83 870 |
| Reserves and retained earnings | -68 002 | -64 485 |
| Treasury shares | -4 107 | -5 722 |
| Consolidated net income (Group share) | -332 | -1 092 |
| Shareholders' equity (Group share) | 15 758 | 16 900 |
| Minority interests | 371 | 375 |
| Shareholders' equity | 16 129 | 17 274 |
| Long-term borrowings and financial liabilities 11 |
3 187 | 3 416 |
| Non-current provisions | 706 | 696 |
| Non-current liabilities | 0 | - |
| Deferred tax liabilities 8 |
188 | 264 |
| Non-current liabilities | 4 082 | 4 376 |
| Short-term financial liabilities and bank overdrafts 11 |
480 | 480 |
| Current provisions | - | - |
| Suppliers and other creditors | 39 905 | 40 612 |
| Other current debts and liabilities 12 |
10 039 | 11 425 |
| Current liabilities | 50 424 | 52 517 |
| TOTAL LIABILITIES | 70 635 | 74 168 |
| In thousands of euro Notes |
30 June 2017 | 31 Dec 2016 | 30 June 2016 |
|---|---|---|---|
| Net income | -456 | -1 316 | 243 |
| Ajustments for : | - | - | - |
| Depreciation of the fixed assets | 1 029 | 1 757 | 919 |
| Value losses | - | - | - |
| Other non-current without impact on the cash | 191 | -411 | -1 |
| Cost of net financial indebtedness | 20 | 58 | 51 |
| Share in associated companies | - | -48 | - |
| Net income on disposals of fixed assets | -764 | -1 568 | -2 114 |
| Cash flow from discontinued operations | - | - | - |
| Cash flow from business to be divested | - | - | - |
| Costs of payments based on shares | 106 | 37 | 19 |
| Tax charge or proceeds 5 |
105 | 333 | 381 |
| Operating profit before variation of the operating capital need | 230 | -1 157 | -503 |
| Variation of the operating capital need | -1 083 | -4 247 | -3 001 |
| Cash flow coming from operating activities | -853 | -5 404 | -3 503 |
| Interest paid | -20 | -58 | -45 |
| Tax on earnings paid | -390 | -369 | -281 |
| NET CASH FLOW RESULTING FROM OPERATING ACTIVITIES | -1 262 | -5 832 | -3 829 |
| Income from disposals of fixed assets | - | - | - |
| Valuation at fair value of the cash equivalents | - | - | - |
| Proceeds from disposals of financial assets | - | - | - |
| Disposal of subsidiary, after deduction of cash transferred 2 |
1 817 | 6 303 | 3 268 |
| Acquisition of a subsidiary | -545 | -1 767 | -89 |
| Acquisition of fixed assets | -704 | -1 297 | -515 |
| Variation of financial assets | 3 | 80 | 38 |
| Variation of suppliers of fixed assets | -13 | -398 | -34 |
| Effect of the perimeter variations | -2 | - | - |
| NET CASH FLOW COMING FROM INVESTMENT ACTIVITIES | 555 | 2 922 | 2 668 |
| Proceeds from share issues | -37 | -50 | 3 |
| Redemption of own shares | 170 | 97 | 33 |
| New borrowings | - | 1 576 | 14 |
| Repayments of borrowings | -240 | - | - |
| Other financial liabilities variation | -218 | -406 | -1 126 |
| Dividends paid to minority interests | - | -19 | - |
| NET CASH FLOW COMING FROM FINANCING ACTIVITIES | -326 | 1 198 | -1 076 |
| Effect of exchange rate variations | 29 | -31 | -34 |
| NET VARIATION OF CASH AND OF CASH EQUIVALENTS | -1 003 | -1 743 | -2 270 |
| Cash and cash equivalents on January 1st | 5 690 | 7 434 | 7 434 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 4 687 | 5 690 | 5 163 |
| Number of | Treasury | Reserve for options and |
Income and expenses on |
Reserves and consolidated |
Shareholders' equity |
Shareholders ' equity Minority |
Shareholders | |||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands of euro | shares 2 959 558 |
Share capital 4 439 |
Premiums 127 881 |
shares - 6 731 |
free shares 816 |
equity - 49 728 |
earnings - 54 630 |
(Group share) 22 045 |
interests - 70 |
' equity 21 975 |
| January 1, 2016 | ||||||||||
| Dividends paid by subsidiaries to the minorities |
- | - | - | - | - | - | - | - | - | - |
| Call exercise | - | - | - | - | - | - | - | - | - | - |
| Shares redemptions (1) | - 73 470 |
- 110 |
- | - 1 876 |
- | - | - | - 1 987 |
- | - 1 987 |
| Stock options and free shares impact(2) | - | - | - | - | 19 | - | - | 19 | - | 19 |
| Perimeter variation | - | - | - | - | - | - 419 |
- | - 419 |
188 | - 231 |
| Income and charges directly posted in shareholders' equity |
- | - | - | - | - | 232 | - | 232 | - 31 |
201 |
| Net income of the period | - | - | - | - | - | - | 495 | 495 | - 254 |
242 |
| Total global income | - | - | - | - | - | 232 | 495 | 727 | - 284 |
443 |
| June 30, 2016 | 2 886 088 | 4 329 | 127 881 | - 8 607 | 835 | - 49 915 | - 54 134 | 20 385 | - 167 |
20 219 |
| Dividends paid by subsidiaries to the minorities |
- | - | - | - | - | - | - | - | - 19 |
- 19 |
| Call exercise | - | - | - | - | - | - | - | - | - | - |
| Shares redemptions (1) | - | - | - | 64 | - | - | - | 64 | - | 64 |
| Capital reduction by cancelling shares | - | - | - | - | - | - | - | - | - | - |
| Stock options and free shares impact(2) | - | - | - | - | 19 | - | - | 19 | - | 19 |
| Perimeter variation | - | - | - | - | - | - 1 951 |
- | - 1 951 |
531 | - 1 420 |
| Income and charges directly posted in shareholders' equity |
- | - | - | - | - | - 30 |
- | - 30 |
- | - 30 |
| Net income of the period | - | - | - | - | - | - | - 1 588 |
- 1 588 |
30 | - 1 558 |
| Total global income | - | - | - | - | - | - 30 |
- 1 588 |
- 1 617 |
30 | - 1 588 |
| December 31, 2016 | 2 886 088 | 4 329 | 127 881 | - 8 544 | 854 | - 51 896 | - 55 722 | 16 900 | 375 | 17 274 |
| Dividends paid by subsidiaries to the minorities |
- | - | - | - | - | - | - | - | - | - |
| Call exercise | - | - | - | - | - | - | - | - | - | - |
| Shares redemptions (1) | - | - | - | 1 615 | - | - | - | 1 615 | - | 1 615 |
| Stock options and free shares impact(2) | - | - | - | - | 106 | - | - | 106 | - | 106 |
| Perimeter variation | - | - | - | - | - | - 2 529 |
- | - 2 529 |
12 | - 2 517 |
| Income and charges directly posted in shareholders' equity |
- | - | - | - | - | - 2 |
- | - 2 |
- 16 |
- 18 |
| Net income of the period | - | - | - | - | - | - | - 332 |
- 332 |
- | - |
| Total global income | - | - | - | - | - | - 2 |
- 332 |
- 334 |
- 16 |
- 350 |
| June 30, 2017 | 2 886 088 | 4 329 | 127 881 | - 6 928 | 960 | - 54 427 | - 56 054 | 15 758 | 371 | 16 129 |
(1) As of June 30th, 2017, AdUX S.A. holds 63,354 treasury shares. Moreover within the framework of the liquidity contract, AdUX holds 18,121 of its own shares as of June 30th, 2017.
(2) See (2) in connection with the share subscription option plans and the allocations of free shares.
The interim financial statements for the 1st half of 2017 are to be read as a complement to the audited consolidated financial statements for the financial year ending on December 31, 2016 as published in the annual report on April 13 th , 2017.
The interim consolidated financial statements as of June 30th , 2017 are established in accordance with the accounting and valuation principles of the IFRS international accounting standards adopted by the European Union. Those international accounting standards consist of the IFRS (International Financial Reporting Standards), of the IAS (International Accounting Standards), as well as of their interpretations adopted by the European Union on June 30th , 2017 (publication in the Official Journal of the European Union).
The interim consolidated financial statements for the half-year ending on June 30th , 2017 have been prepared in accordance with the provisions of standard IAS 34 concerning "Interim financial information".
AdUX Group's consolidated financial statements include the financial statements of AdUX S.A. and of its subsidiaries (the whole being designated as "the Group"), as well as the Group's holdings in its affiliated companies or companies under joint control. They are presented in thousands of euro.
The interim consolidated financial statements dated June 30th , 2017 as well as the notes relating thereto have been established on the responsibility of the Board of Directors, and were closed out at its meeting held on July 25 th , 2017.
AdUX Group has applied the same accounting methods as in its consolidated financial statements for the financial year ending on December 31st , 2016, except for standards, amendments and interpretations applicable for the first time as from January 1st , 2017.
The application of these standards, amendments and interpretations to be applied as from January 1st, 2017 did not have a material impact on the Group's condensed interim consolidated financial statements as of and for the six-month period ended June 30th, 2017.
As at June 30, 2017, the Group does not expect to apply IFRS 15 in advance.
The principles applied by the Group do not differ from IFRS standards as published by the IASB, since the application of the following standards and interpretations is not mandatory in financial years beginning on or after January 1, 2017:
o IFRS 9 and amendments to IFRS 9 Financial Instruments: Classification and Measurement of financial assets, fair value option for financial liabilities and hedge accounting
Preparation of the financial statements in accordance with the IFRS standards requires Management to take account of estimates and of assumptions for determination of the amounts to be posted with regard to certain assets, liabilities, income and charges, as well as of certain information provided in notes attached to the assets and liabilities, in particular :
The estimates and underlying assumptions are developed on the basis of past experience and other factors, such as events to come, considered reasonable in light of the circumstances. They are also used as the basis for exercise of the judgment necessary for determination of the book values of assets and liabilities, which cannot be obtained directly from other sources. In view of the inherently uncertain nature of these valuation procedures, the definitive amounts may prove to be different from the ones initially estimated.
The estimates and the underlying assumptions are continuously reconsidered. The impact of the changes in accounting estimates is directly entered in the accounting during the period of the change if it affects only said period, or during the period of change and in subsequent periods if they are also affected by the change.
| Corporate name | Country | % held directly and indirectly on 30/06/2017 |
% control on 30/06/2017 |
Consolidation method |
Date of creation or of acquisition |
Date of financial year closeout |
|---|---|---|---|---|---|---|
| Created companies | ||||||
| Hi-media Belgium SPRL | Belgium | 100% | 100% | FC | 09.03.00 | 31.12 |
| Hi-media Portugal LTDA | Portugal | 54% | 54% | FC | 31.10.00 | 31.12 |
| Adysseum SARL | France | 100% | 100% | FC | 13.05.02 | 31.12 |
| HPMP SPRL | Belgium | 100% | 100% | FC | 17.09.07 | 31.12 |
| Allopass Scandinavia AB | Sweden | 100% | 100% | FC | 30.09.09 | 31.12 |
| Hi-media Regions SAS | France | 49% | 49% | EM | 06.12.12 | 31.12 |
| Mobvious Italia SRL | Italy | 100% | 100% | FC | 17.05.13 | 31.12 |
| Quantum SAS | France | 81% | 81% | FC | 23.04.14 | 31.12 |
| Fotolog SAS | France | 49% | 49% | EM | 15.05.14 | 31.12 |
| HiMedia Advertising SAS | France | 100% | 100% | FC | 02.12.14 | 31.12 |
| Adexpert SPRL | Belgium | 50,1% | 50,1% | FC | 06.06.14 | 31.12 |
| Local Media SAS | France | 100% | 100% | FC | 02.12.11 | 31.12 |
| Latam Digital Ventures | USA | 60% | 60% | FC | 02.02.15 | 31.12 |
| Hi-Media LLC | USA | 100% | 100% | FC | 30.04.15 | 31.12 |
| FullScreen Solutions | Mexico | 53% | 89% | FC | 25.03.15 | 31.12 |
| Quantum Native Solutions Italia SRL | Italy | 81% | 100% | FC | 22.12.15 | 31.12 |
| Mobvious Corp | USA | 36% | 60% | FC | 23.03.16 | 31.12 |
| Hi Media España Publicidad Online | Spain | 100% | 100% | FC | 22.09.16 | 31.12 |
| Quantum Advertising España SL | Spain | 81% | 100% | FC | 14.07.16 | 31.12 |
| Acquired companies | ||||||
| Hi-media Deutschland AG | Germany | 45% | 45% | EM | 30.04.01 | 31.12 |
| Admoove | France | 100% | 100% | FC | 06.01.15 | 31.12 |
| Hi-media Sales AB | Sweden | 100% | 100% | FC | 04.09.06 | 31.12 |
| Groupe Hi-media USA Inc | USA | 100% | 100% | FC | 27.11.07 | 31.12 |
| Vivat SPRL | Belgium | 100% | 100% | FC | 14.03.08 | 31.12 |
| Hi-media Nederland BV | Netherland | 100% | 100% | FC | 31.08.09 | 31.12 |
| Hi-media Italia SRL | Italy | 100% | 100% | FC | 31.08.09 | 31.12 |
| Hi-media Network Internet España SL | Spain | 100% | 100% | FC | 31.08.09 | 31.12 |
| Pragma Consult SPRL | Belgium | 45% | 45% | EM | 30.01.12 | 30.09 |
| New Movil Media SL | Spain | 100% | 100% | FC | 13.12.12 | 31.12 |
| Eresmas | USA | 60% | 100% | FC | 16.03.15 | 31.12 |
| Starm Interactiva | Mexico | 60% | 100% | FC | 16.03.15 | 31.12 |
| Hi Media Digital Business SL | Spain | 100% | 100% | FC | 16.03.15 | 31.12 |
The breakdown of the payroll charges between salaries, social security charges and provision for end-of-career indemnities look as follows:
| In thousands of euro | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Salaries | 6 272 | 6 346 |
| Social security charges | 2 128 | 2 264 |
| Provision for end-of-career indemnities | 45 | 22 |
| Payroll charges | 8 446 | 8 632 |
The Group Average headcount change as follows:
| H1 2017 | H1 2016 | |
|---|---|---|
| Average headcount | 240 | 231 |
The non-recurring expenses (€0.3m) mainly result from:
The tax charge breaks down as follows:
| In thousands of euro | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Current taxes | -181 | -305 |
| Deffered taxes | 76 | -76 |
| Tax (charge)/Proceeds | -105 | -381 |
| Effective tax rate (%) | -30% | 61% |
| In thousands of euro | 30 June 2017 | 30 June 2016 |
|---|---|---|
| Tax rate in France | 33,33% | 33,33% |
| Theoretical tax (charge)/proceeds | 117 | - 208 |
| Elements concerning the comparison with the effective rate: | ||
| Effect of change in rates Earnings charged to losses subject to carryover not previously recorded |
- 18 |
- 241 |
| Recognition of deferred tax credits on losses carried over | - | - |
| Difference of tax rate between the countries | 17 | 90 |
| Effect of non-asset deficit transfers from the fiscal year | - 557 |
- 1 692 |
| Permanent differences and other elements | 334 | 1 188 |
| Taxes without basis | - 35 |
- 0 |
| Real tax (charge)/proceeds | - 105 |
- 381 |
| Effective tax rate | -30% | 61% |
The difference between the effective tax rate and the theoretical tax rate is to be analyzed as follows:
AdUX S.A., HiMedia Advertising SAS and Adysseum SARL are consolidated for tax purposes.
| In thousands of euro | 31 Dec 2016 | Forex | Ch. In scope | Transfert | Increases | Decreases | 30 June 2017 |
|---|---|---|---|---|---|---|---|
| Goodwill | 103 635 | - | 0 | - | - | - | 103 636 |
| Impairments | -82 776 | 0 | - | - | - | - | -82 776 |
| Net goodwill | 20 860 | 0 | 0 | 0 | 0 | 0 | 20 860 |
A depreciation test is carried out when an indication of value loss exists at the time of the semi-annual closeout, in accordance with the procedures defined in Note 10 of the appendix to the consolidated financial statements dated on December 31st, 2016.
Further to the performances of the first half of the year, indications of losses of value were identified on the following UGT:
| UGT | Identified indications of loss of value |
|---|---|
| AdUX Belgium | Sales compared with the forecasted budget |
| AdUX Spain | Sales compared with the forecasted budget |
On June 30 th, 2017, an impairment test on this two CGU was conducted in the same methods as the previous years (According to the methods defined in the note 9.2 of the appendix in financial statements of December 31st, 2016).
This procedure, based mainly on the method of discounted future net cash flows, is the assessment of the recoverable value of each entity generating its own cash flow.
The main assumptions in order to determine the value on June 30th, 2017 of the cash generating units are as follows:
This test didn't show any likely scenario where the recoverable value of a CGU is under its accounting value.
Regarding these CGU AdUX Belgique and AdUX Espagne, the business plans reflect the maintaining of the weight of the top 3 publishers observed in the 2017 first semester. According to the CGU, the top 3 publishers represents around 30% of the portfolio of publishers.
A sensitivity analysis calculating the variation in key parameters did not point to any likely scenario in which the recoverable value of a CGU will become less than its book value. The key parameters variations used for the sensitivity analysis are presented below:
| Discounting rate | Growth rate to infinity | Rate EBITDA | Revenue Growth Rate* |
|||
|---|---|---|---|---|---|---|
| Rate used | Var | Rate used | Var | |||
| AdUX Belgique | 8,9% | +200 pts | 1,0% | -150 pts | -200 pts | -20 % |
| AdUX Espagne | 10,1% | +150 pts | 1,0% | -100 pts | -50 pts | -5 % |
In the impairment tests, the above variables have been adjusted together or two per two separately and the results didn't show any likely scenario where the recoverable value of a CGU is under its accounting value.
*Corresponds to the rates applied on the revenue growth rates per year over the life period of the plan
| In thousands of euro | 30 June 2017 | 31 Dec 2016 |
|---|---|---|
| Software and licences | 700 | 953 |
| Trademarks | 74 | 74 |
| Customer relations | 137 | 137 |
| Fixed assets in progress | 341 | 245 |
| Other | 3 | 4 |
| Total | 1 255 | 1 413 |
On June 30th, 2017, the unrecognized deferred tax credits consisted mainly of the undefined losses carried over 20 years through HiMedia Group USA for €18.5m as well as undefined losses carried of AdUX France S.A. for €52 million, which can be undefined carried forward.
| In thousands of euro | 30 June 2017 | 31 Dec 2016 |
|---|---|---|
| Customers | 28 381 | 27 902 |
| Depreciation | -1 795 | -1 801 |
| Customers and other debtors | 26 587 | 26 101 |
The carrying value indicated above represents the maximum exposure to the credit risk for this heading.
On June 30 th , 2017, the contracts involve credit risk transfer: all the sold trade receivable has been derecognized (see below). The amount of receivables sold with credit risk transfer and derecognized under IAS 39 in connection with factoring contract at June 30 th , 2017 amounted to €5.2 million.
All of the other current assets are at less than one year. The prepaid charges correspond mainly to overheads relative to the period after the June 30th , 2017.
| In thousands of euro | 30 June 2017 | 31 Dec 2016 |
|---|---|---|
| Financial and corporate assets | 9 716 | 9 496 |
| Current accounts | 252 | 439 |
| Prepaid charges | 526 | 706 |
| Factor guarantee fund | 254 | 608 |
| Others | 1 557 | 2 740 |
| Other current assets | 12 305 | 13 988 |
| Balance sheet balance on 30 June 2017 | ||||
|---|---|---|---|---|
| In thousands of euro | Non-current | Current | Issue currency |
Expiration |
| Zero-interest financing for innovation | 1 612 | 480 | EUR | 2021 |
| Factor | - | |||
| Accrued interest on debts | - | - | ||
| Bank overdrafts | - | - | ||
| Tax credit funding | 1 576 | - | EUR | 2019 |
| Total | 3 187 | 480 |
All other debts and liabilities are due at less than one year.
| In thousands of euro | 30 June 2017 | 31 Dec 2016 |
|---|---|---|
| Taxation and social liabilities | 8 786 | 9 704 |
| Debts on fixed assets | 131 | 202 |
| Prepaid income | 148 | 131 |
| Other liabilities | 975 | 1 388 |
| Other current liabilities | 10 039 | 11 426 |
| In thousands of euro | Growth activities (1) | Legacy activities | Total | |||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Sales | 14 739 | 13 241 | 11 347 | 15 174 | 26 087 | 28 415 |
| Gross profit | 7 370 | 6 655 | 4 898 | 6 499 | 12 268 | 13 154 |
| EBITDA | 247 | 114 | 106 | 194 | 353 | 309 |
| Current operating profit | -54 | -43 | -581 | -550 | -635 | -593 |
| Operating profit | -182 | -74 | -228 | 848 | -410 | 774 |
| Financial result | 69 | -19 | -10 | -131 | 59 | -150 |
| Income Tax | -111 | -48 | 6 | -333 | -105 | -381 |
| Net income of the consolidated companies | -224 | -141 | -232 | 384 | -456 | 243 |
(1) Current operating profit before allowance and write off of amortization and accruals.
(2) The growth activities correspond to the native and local advertising (or community advertising for Spanish speakers in the United States) including Admoove, Local Media, Himedia Sweden, Latam Digital Ventures (which includes Mobvious Corp since July 1st, 2016 and retroactively on June 30th, 2016) and Quantum subsidiaries.
| Plan n°11 | Plan n°12 | Total | |
|---|---|---|---|
| Meeting date | 03 May 11 | 03 May 11 | |
| Date of Board of Directors meeting | 31 jan. 12 | 27 Aug. 2012 | |
| Total number of shares allocated (1) | 385 000 | 105 000 | 490 000 |
| Total number of shares available for subscription | 159 620 | 64 600 | 224 220 |
| Including number of shares that could be acquired by executive officers |
0 | 49 600 | 49 600 |
| Including number of shares that could be acquired by the ten leading employee |
159 620 | 0 | 159 620 |
| Beginning of exercise of the options | 31 jan. 14 | 27 Aug. 2014 | |
| Date of expiration | 31 jan. 22 | 27 Aug. 2022 | |
| Subscription price (in euros) (2) | 2,13 | 1,93 | |
| Number of options subscribed to on Dec. 31st, 2016 | - | - | - |
| Options cancelled during the period | 855 | 0 | 855 |
| Remaining options non subscribed | 25 092 | 10 155 | 35 247 |
| Data after share consolidation and after adjustment resulting from the distribution of HiPay securities (3) |
|||
| Total number of shares available for subscription | 25 092 | 10 155 | 35 247 |
| Including number of shares that could be acquired by executive officers |
0 | 7 797 | 7 797 |
| Including number of shares that could be acquired by the ten leading employee |
25 092 | 0 | 25 092 |
| Subscription price (in euros) | 13,55 | 12,28 |
(1) Options allocated to the employees present to this day in the Company, the employees having left the Company being unable to retain the benefit of such options.
(2) Subscription price of the calculated options on the day of allocation of the options and corresponding to the weighted average of the market prices for the last twenty trading sessions (for certain plans, a 5% reduction has been applied).
(3) As part of the distribution of 80% of HiPay Group's shares in June 2015, the company adjusted the subscription price of the options to take into account the effect of this distribution on the share price Hi-Media. The company also adjusted the number of allocated options to preserve the rights of allottees. Finally, the number of options takes into account the grouping of shares made in July, 2015 with a parity of 1 new action for 15 old actions.
The number of options and the weighted average of the exercise prices are as follows:
| 2017 | 2016 | |||
|---|---|---|---|---|
| Options | Weighted average exercise price |
Options | Weighted average exercise price |
|
| Options in circulation at the opening | 36 102 | 13,19 | 37 470 | 13,21 |
| Options allocated during the period | - | - | - | - |
| Consequential adjustments to the distribution of securities HiPay | ||||
| Group | - | - | - | - |
| Options exercised during the period | - | - | - | - |
| Options cancelled during the period | 855 | 13,55 | 1 367 | 13,55 |
| Options in circulation at the close | 35 247 | 13,18 | 36 102 | 13,19 |
| Options that could be exercise at the close | 35 247 | 13,18 | 36 102 | 13,19 |
Pursuant to IFRS 2, the plans for allocation of free shares are valued on the basis of the AdUX share price on the day of the meeting of the Board of Directors deciding on allocation of the said free shares.
| Plan n°28 | Plan n°29a | Plan n°29b | Total | |
|---|---|---|---|---|
| Meeting date | 06 May 14 | 04 May 17 | 04 May 17 | |
| Date of the Board of Directors' meeting | 07 Sep. 2015 | 04 May 17 | 04 May 17 | |
| Total number of shares allocated | 66 000 | 29 300 | 17 500 | 112 800 |
| Including the number of shares that can be subscribed to by the executive officers |
- | - | - | - |
| Including the number of shares that can be subscribed to by the leading ten employee allocated |
49 500 | 29 300 | 17 500 | 96 300 |
| Number of cancelled shares | 14 500 | - | - | 14 500 |
| Number of shares definitively allocated as at Jun. 30, 2016 | - | - | - | - |
| Number of shares that can be definitively allocated | 51 500 | 29 300 | 17 500 | 98 300 |
| End of acquisition period | 07 Sep. 2018 | 04 May 18 | 04 May 18 | |
| End of retention period | 07 Sep. 2019 | 04 May 19 | 04 May 20 | |
| Share price on the date of the executive board meeting | 7,65 | 9,77 | 9,77 | |
| Non-transferability discount | yes | yes | yes | |
| Fair value of the free share | 6,51 | 9,02 | 8,49 |
AdUX has no commitment on June 30 th, 2017.
.
AdUX SA canceled by anticipation his administration office in Paris on July 10, 2017 with effect date on July 17, 2017. However AdUX continues to occupy those offices as sub-lessee for 12 months from the termination date of the lease.
In addition, AdUX has a long-term lease for a portion of its computer population. This contract represents an annual rent (undiscounted) of €204k.
Commercial dispute as well as some labor relations litigations arising with former employees disputing the legitimacy of their dismissals are in progress. The company has set aside the provisions it considers necessary in the light of its judgment of the justification for the plaintiffs' demands.
The affiliated parties of AdUX Group correspond to the authorized agents, senior managers and directors of the group, as well as the companies in which they exercise control, notable influence, or hold a significant voting right.
The compensation and benefits relating to the executive officers were paid for an amount of €116 thousand (against €161 thousand on June 30th, 2016) including €100 thousand of wages, €16 thousand of benefits.
AdUX SA invoices its subsidiaries for holding expenses as well as for trademark expenses, eliminated in the consolidated financial statements.
During the first half of 2017, no significant operation has been carried out with:
On April 10, 2017 AdUX SA acquired 49,9% stake in its subsidiary Local Media and now owns 100% of the subsidiary. As a result, a project of merger-absorption of Admoove by Local Media (also held 100% by AdUX) has been initiated in order to simplify the management and the group organization.
This process is carried out by "simplified merger", AdUX having proceeded beforehand with the sale of its Admoove shares in favor to Local Media.
The accounting and fiscal effect date for the merger has been set up January 1, 2017 and the date of implementation July 31, 2017.
AdUX SA canceled by anticipation his administration office in Paris on July 10, 2017 with effect date on July 17, 2017. However AdUX continues to occupy those offices as sub-lessee for 12 months from the termination date of the lease.
I hereby attest that to my best knowledge, the summary financial statements presented in the 2017 semiannual financial report are established in accordance with the applicable accounting standards and give a fair representation of the property, financial situation and earnings of the company and of the set of companies included in the consolidation, and that the semiannual financial report offers a fair representation of the important events occurring during the first six months of the financial year and of their effect on the semiannual financial statements, of the main risks and uncertainties for the remaining six months of the financial year, and of the main transactions between affiliated parties.
Chairman of the Board of Directors and Managing Director of AdUX SA
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