Quarterly Report • Sep 12, 2017
Quarterly Report
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PRODWAYS GROUP
19 RUE DU QUATRE SEPTEMBRE
75002 PARIS
In the first half of 2017, the Company carried out a share capital increase alongside it's listing on Euronext Paris, Compartment B(1). A total amount of €66.0 million was raised (before share issue expenses), taking into account convertible bonds subscribed prior to the capital increase. Following these operations, the PRODWAYS GROUP share capital comprised 49,823,057 shares. Holding 65.2% of the Company's share capital, Groupe Gorgé is still the Company's majority and long-term shareholder.
With this new capital increase, PRODWAYS GROUP has the financial means to ramp up its R&D investments and its commercial development, and to finance its targeted acquisitions in the 3D printing sector. A first acquisition was announced on 1 August, and a second one on 6 September 2017.
In the first half of 2017, the Group achieved revenue of €14.6 million, versus €12.4 million in H1 2016, representing growth of 18.2%.
Profit (loss) from continuing operations was - €3.1 million versus -€4.1 million in the first half of 2016. Operating income was -€3.3 million, versus -€4.7 million in 2016. Net income amounted to -€3.0 million, versus -€4.7 million in 2016.
First-half 2017 revenue amounted to €7.5 million, up 0.2% on the same period the previous year.
Profit (loss) from continuing operations in the division was -€1.9 million, versus -€3.6 million in the first half of 2016, and operating income was -€2.0 million (negative €4.1 million in 2016).
First-half 2017 revenue amounted to €7.4 million, up 50.5% on the same period the previous year.
Profit (loss) from continuing operations in the division was a negative €0.4 million, versus €0.0 million in the first half of 2016, just like operating income.
(1) Document de Base filed with the French Financial Markets Authority (Autorité des Marchés Financiers - AMF) on 23 March 2017 under number I.17-008 and Prospectus (Document de Base, prospectus and summary of prospectus) approved by the AMF on 25 April 2017 under number 17-174.
Related parties are persons (Directors, managers of PRODWAYS GROUP or of its principal subsidiaries) or companies owned or managed by such persons (except for subsidiaries of PRODWAYS GROUP). The following transactions with related parties conducted during the year have been identified in the PRODWAYS GROUP financial statements:
| In thousands of euros, in the Group's financial statements | GROUPE GORGÉ | GROUPE GORGÉ SUBSIDIARIES |
CBG CONSEIL |
|---|---|---|---|
| Income statement | |||
| Revenue | 3 | 104 | - |
| Other income | - | - | - |
| Purchases and other external charges | (267) | (438) | (63) |
| Balance sheet | |||
| Trade receivables | - | 77 | - |
| Receivables related to tax consolidation | 1,019 | - | - |
| Trade payables | 290 | 86 | 12 |
| Miscellaneous debts | 6 | - | - |
| Liabilities related to tax consolidation | 38 | - | - |
GROUPE GORGÉ is the principal shareholder company of PRODWAYS GROUP, owning 65.24% of the share capital. It is chaired by Mr Raphaël Gorgé, Chairman of PRODWAYS GROUP.
| (In thousands of euros) | Notes | 30/06/2017 30/06/2016* |
31/12/2016 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS | 34,610 | 33,350 | 33,750 | |
| Goodwill | 5.1 | 18,560 | 18,543 | 18,560 |
| Intangible assets | 5.2 | 6,616 | 6,372 | 6,671 |
| Property, plant and equipment | 5.3 | 5,989 | 6,384 | 5,670 |
| Investments in affiliated companies | 7.3 | 1,478 | 1,403 | 1,417 |
| Other financial assets | 265 | 272 | 280 | |
| Deferred tax assets | 8.2 | 1,702 | 376 | 1,152 |
| CURRENT ASSETS | 80,923 | 28,017 | 21,810 | |
| Net inventories | 4.3 | 5,054 | 5,533 | 5,602 |
| Net trade receivables | 4.4 | 6,596 | 6,963 | 5,038 |
| Other current assets | 4.5 | 2,605 | 2,250 | 2,448 |
| Tax receivables payable | 8.2 | 278 | 15 | 12 |
| Other current financial assets | 31 | - | 31 | |
| Cash and cash equivalents | 7.2 | 66,358 | 13,256 | 8,680 |
| ASSETS HELD FOR SALE | - | - | - | |
| TOTAL ASSETS | 115,533 | 61,367 | 55,560 |
*30/06/2016 column restated to reflect the items described in Note 1.2
| (In thousands of euros) | Notes | 30/06/2017 | 30/06/2016* | 31/12/2016 |
|---|---|---|---|---|
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | 85,728 | 29,515 | 25,911 | |
| Share capital(1) | 9.1 | 24,912 | 16,897 | 16,897 |
| Share premiums(1) | 78,645 | 23,821 | 23,857 | |
| Retained earnings and other reserves | (17,828) | (11,202) | (14,842) | |
| NON-CONTROLLING INTERESTS | 49 | 29 | 101 | |
| NON-CURRENT LIABILITIES | 14,043 | 14,689 | 14,154 | |
| Long-term provisions | 10.1 | 545 | 610 | 547 |
| Long-term liabilities – portion due in more than one year | 7.1 | 13,316 | 13,881 | 13,417 |
| Deferred tax liabilities | 8.2 | 182 | 198 | 190 |
| Other non-current liabilities | - | - | - | |
| CURRENT LIABILITIES | 15,713 | 17,133 | 15,394 | |
| Short-term provisions | 10.2 | 28 | 27 | 28 |
| Long-term liabilities – portion due in less than one year | 7.1 | 3,890 | 2,976 | 2,901 |
| Operating payables | 4.6 | 5,362 | 6,070 | 5,384 |
| Other current liabilities | 4.6 | 6,253 | 7,986 | 7,010 |
| Tax liabilities payable | 8.2 | 181 | 73 | 71 |
| LIABILITIES HELD FOR SALE | - | - | - | |
| TOTAL LIABILITIES | 115,533 | 61,367 | 55,560 |
*30/06/2016 column restated to reflect the items described in Note 1.2
(1) Of the consolidating parent company.
| (In thousands of euros) | Notes | 30/06/2017 | 30/06/2016 | 31/12/2016 |
|---|---|---|---|---|
| REVENUE | 14,645 | 12,388 | 25,210 | |
| Capitalised production | 1,119 | 1,393 | 2,182 | |
| Inventories and work in progress | (167) | (389) | (811) | |
| Other income from operations | 358 | 156 | 475 | |
| Purchases consumed | (9,007) | (9,071) | (16,640) | |
| Personnel expenses | (8,071) | (7,207) | (14,872) | |
| Tax and duties | (245) | (88) | (308) | |
| Depreciation, amortisation and provisions (net of reversals) | 4.1 | (1,759) | (1,199) | (3,142) |
| Other operating expense (net of income) | (12) | (111) | (151) | |
| PROFIT (LOSS) FROM CONTINUING OPERATIONS | (3,140) | (4,128) | (8,058) | |
| Non-recurring items | 4.2 | (148) | (529) | (809) |
| OPERATING INCOME | (3,287) | (4,657) | (8,867) | |
| Interest on gross debt | (114) | (31) | (144) | |
| Interest on cash and cash equivalents | 1 | 4 | 4 | |
| COST OF NET DEBT (a) | (113) | (27) | (140) | |
| Other financial income (b) | 67 | 42 | 177 | |
| Other financial expense (c) | (100) | (24) | (59) | |
| FINANCIAL INCOME AND EXPENSES (d=a+b+c) | (146) | (8) | (22) | |
| Income tax | 8.2 | 383 | (44) | 535 |
| Group share of the earnings of equity-accounted companies | 75 | 37 | 42 | |
| NET INCOME FROM CONTINUING ACTIVITIES AFTER TAX | (2,883) | (4,672) | (8,312) | |
| Net income from discontinued activities | - | - | - | |
| NET INCOME | (2,976) | (4,672) | (8,312) | |
| Net income attributable to non-controlling interests | (53) | (36) | (41) | |
| PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE COMPANY |
(2,923) | (4,636) | (8,271) | |
| Average no. of shares | 9.2 | 37,939,523 | 16,896,535 | 16,896,535 |
|---|---|---|---|---|
| Net income from continuing operations per share (in euros) | 9.2 | (0.077) | (0.274) | (0.490) |
| Net income per share (in euros) | 9.2 | (0.077) | (0.274) | (0.490) |
| (In thousands of euros) | 30/06/2017 | 30/06/2016 | 31/12/2016 |
|---|---|---|---|
| NET INCOME | (2,976) | (4,672) | (8,312) |
| Currency translation adjustment | 47 | 4 | (9) |
| Tax relating to currency translation adjustments | - | - | - |
| Actuarial gains and losses on defined benefit plans | 50 | (42) | 45 |
| Tax relating to actuarial gains and losses on defined benefit plans | (17) | 14 | (15) |
| Group share of gains and losses recognised directly in equity of equity-accounted companies | - | - | - |
| TOTAL GAINS AND LOSSES RECOGNISED DIRECTLY IN EQUITY | 80 | (25) | 21 |
| - of which can be reclassified subsequently to profit and loss |
80 | (25) | 21 |
| - of which cannot be subsequently reclassified to profit and loss |
- | - | - |
| CONSOLIDATED COMPREHENSIVE INCOME | (2,895) | (4,696) | (8,291) |
| - of which Group share |
(2,842) | (4,660) | (8,251) |
| - of which non-controlling interests |
(53) | (36) | (40) |
| (In thousands of euros) | 30/06/2017 | 30/06/2016 | 31/12/2016 |
|---|---|---|---|
| NET INCOME FROM CONTINUING OPERATIONS | (2,976) | (4,672) | (8,312) |
| Accruals | 2,071 | 1,000 | 2,644 |
| Capital gains and losses on disposals | 70 | 213 | 297 |
| Group share of income of equity-accounted companies | (75) | (37) | (42) |
| CASH FLOW FROM OPERATING ACTIVITIES (before elimination of net borrowing costs and taxes) |
(910) | (3,497) | (5,413) |
| Cost of net debt | 99 | 27 | 111 |
| Tax expense | (383) | 44 | (535) |
| CASH FLOW FROM OPERATING ACTIVITIES (after elimination of net borrowing costs and taxes) |
(1,194) | (3,426) | (5,837) |
| Tax paid | (193) | (200) | (434) |
| Change in working capital requirements | (1,088) | 217 | (61) |
| NET CASH FLOW FROM OPERATING ACTIVITIES (A) | (2,476) | (3,422) | (6,332) |
| Investing activities | |||
| Payments/acquisition of intangible assets | (731) | (1,584) | (1,876) |
| Payments/acquisition of property, plant and equipment | (1,280) | (829) | (1,510) |
| Proceeds/disposal of property, plant and equipment and intangible assets | - | - | - |
| Payments/acquisition of long-term investments | (3) | (2) | (16) |
| Proceeds/disposal of long-term investments | 19 | 5 | 11 |
| Net cash inflow/outflow on the acquisition/disposal of subsidiaries | (1,000) | (301) | (296) |
| NET CASH FLOW FROM INVESTING ACTIVITIES (B) | (2,995) | (2,711) | (3,687) |
| Financing activities | |||
| Capital increase or contributions | 62,531 | 5 | - |
| Dividends paid to parent company shareholders | - | - | - |
| Dividends paid to non-controlling interests | - | - | - |
| Proceeds from borrowings | 700 | 10,028 | 10,098 |
| Repayment of borrowings | (473) | (444) | (947) |
| Cost of net debt | (99) | (14) | (111) |
| NET CASH FLOW FROM FINANCING ACTIVITIES (C) | 62,660 | 9,575 | 9,039 |
| CASH GENERATED BY CONTINUING OPERATIONS (D= A+B+C) |
57,189 | 3,442 | (980) |
| Cash generated by discontinued operations | - | - | - |
| CHANGE IN CASH AND CASH EQUIVALENTS | 57,189 | 3,442 | (980) |
| Effects of exchange rate changes | (5) | - | 31 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 6,871 | 7,821 | 7,821 |
| Restatement of cash and cash equivalents | (180) | - | - |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 63,875 | 11,263 | 6,871 |
| (In thousands of euros) | Group share or owners of the parent company | ||||||
|---|---|---|---|---|---|---|---|
| Capital | Share capital reserves | Treasury shares | Retained earnings and other reserves |
Equity – Group share or owners of the parent company |
Equity – Minority interests or non-controlling interests |
Total equity | |
| 2016 CLOSING EQUITY | 16,897 | 23,857 | - | (14,842) | 25,911 | 101 | 26,012 |
| Share capital transactions | 8,015 | 64,515 | - | - | 72,530 | 0 | 72,530 |
| Treasury share transactions | - | (146) | - | (146) | - | (146) | |
| Bond component | - | (10,000) | - | - | (10,000) | - | (10,000) |
| Payments in shares | - | 273 | - | 3 | 276 | - | 276 |
| Net income (loss) for the period | - | - | 3 | (2,927) | (2,924) | (53) | (2,976) |
| Items in comprehensive income | - | - | 80 | 80 | - | 80 | |
| CONSOLIDATED COMPREHENSIVE INCOME | - | - | 3 | (2,847) | (2,843) | (53) | (2,896) |
| Changes in scope | - | - | - | - | - | - | - |
| Other | - | - | - | - | - | - | - |
| JUNE 2017 CLOSING EQUITY | 24,912 | 78,645 | (143) | (17,686) | 85,728 | 48 | 85,776 |
| (In thousands of euros) | Group share or owners of the parent company | ||||||
|---|---|---|---|---|---|---|---|
| Capital | Share capital reserves | Treasury shares | Retained earnings and other reserves |
Equity – Group share or owners of the parent company |
Equity – Minority interests or non-controlling interests |
Total equity | |
| 2015 CLOSING EQUITY | 16,897 | 23,821 | - | (5,924) | 34,793 | - | 34,793 |
| Corrections | - | - | - | (569) | (569) | - | (569) |
| 2015 CLOSING EQUITY, RESTATED | 16,897 | 23,821 | - | (6,494) | 34,224 | - | 34,224 |
| Share capital transactions | - | - | - | - | - | - | - |
| Bond component | - | - | - | - | - | - | - |
| Net income (loss) for the period | - | - | - | (4,635) | (4,635) | (36) | (4,672) |
| Items in comprehensive income | - | - | - | (25) | (25) | - | (25) |
| CONSOLIDATED COMPREHENSIVE INCOME | - | - | - | (4,660) | (4,660) | (36) | (4,696) |
| Changes in scope | - | - | - | (48) | (48) | 65 | 17 |
| Other | - | - | - | - | - | - | - |
| JUNE 2016 CLOSING EQUITY | 16,897 | 23,821 | - | (11,202) | 29,515 | 29 | 29,545 |
PRODWAYS GROUP's condensed consolidated interim financial statements cover a six-month period from 1 January to 30 June 2017. They were approved by the Board of Directors on 6 September 2017.
The Group observes variations in its businesses that can affect the level of revenue from one six-month period to another. Accordingly, the interim results are not necessarily indicative of what can be expected for full-year 2017.
The significant events in the first half are discussed in the management report.
The Group prepares consolidated financial statements on a biannual basis, in accordance with IAS 34 "Interim Financial Reporting". They do not contain all the information required for annual financial statements and must be read in conjunction with the consolidated financial statements for the financial year ended 31 December 2016, as published in the 2016 financial report.
The condensed consolidated financial statements for the six-months ended 30 June 2017 were prepared using identical accounting policies as used to prepare the consolidated financial statements for the financial year ended 31 December 2016, with the exception of the new standards, revised standards and interpretations applicable as from 1 January 2017.
The Group has not applied the following standards and interpretations, which had not been adopted by the European Union as at 30 June 2017 or for which application is not mandatory as of 1 January 2017:
Amendments to IFRS 4: Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts,
Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture.
The determination process by PRODWAYS GROUP of the potential impacts on the consolidated financial statements of the Group of non-applicable standards is in progress. At this stage of the analysis, the Group does not anticipate any significant impact on its consolidated financial statements, with the exception of IFRS 16, whose main impact in 2019 would be the reintegration of rental operating lease commitments to financial debt.
Regarding IFRS 15, the Group has not identified any significant impact with respect to the current practice related to the sale of goods and service provision. Based on works carried out to date, the Group does not expect any significant impact.
The financial statements at 30 June 2016 were adjusted to correct the accounting presentation regarding customer accounts. This restatement has no impact on the income statement.
| (In thousands of euros) | 30/06/2016 published |
Restatement | 30/06/2016 restated |
|---|---|---|---|
| NON-CURRENT ASSETS | 33,350 | - | 33,350 |
| Goodwill | 18,543 | - | 18,543 |
| Intangible assets | 6,372 | - | 6,372 |
| Property, plant and equipment | 6,384 | - | 6,384 |
| Investments in affiliated companies | 1,403 | - | 1,403 |
| Other financial assets | 272 | - | 272 |
| Deferred tax assets | 376 | - | 376 |
| CURRENT ASSETS | 30,496 | (2,479) | 28,017 |
| Net inventories | 5,533 | - | 5,533 |
| Net trade receivables | 9,442 | (2,479) | 6,963 |
| Other current assets | 2,250 | - | 2,250 |
| Tax receivables payable | 15 | - | 15 |
| Other current financial assets | - | - | - |
| Cash and cash equivalents | 13,256 | - | 13,256 |
| ASSETS HELD FOR SALE | - | - | - |
| TOTAL ASSETS | 63,846 | (2,479) | 61,367 |
| (In thousands of euros) | 30/06/2016 reported |
Restatement | 30/06/2016 restated |
|---|---|---|---|
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | 29,515 | - | 29,515 |
| NON-CONTROLLING INTERESTS | 29 | - | 29 |
| NON-CURRENT LIABILITIES | 14,689 | - | 14,689 |
| Long-term provisions | 610 | - | 610 |
| Long-term liabilities – portion due in more than one year | 13,881 | - | 13,881 |
| Deferred tax liabilities | 198 | - | 198 |
| Other non-current liabilities | - | - | - |
| CURRENT LIABILITIES | 19,612 | (2,479) | 17,133 |
| Short-term provisions | 27 | - | 27 |
| Long-term liabilities – portion due in less than one year | 2,976 | - | 2,976 |
| Operating payables | 6,070 | - | 6,070 |
| Other current liabilities | 10,466 | (2,479) | 7,986 |
| Tax liabilities payable | 73 | - | 73 |
| LIABILITIES HELD FOR SALE | - | - | - |
| TOTAL LIABILITIES | 63,846 | (2,479) | 61,367 |
The financial statements have been prepared under the historical cost convention, except in the case of derivatives and available-for-sale financial assets, which are measured at fair value. Financial liabilities are measured at amortised cost. Hedging instruments are measured at fair value.
The preparation of the financial statements requires that Group management or the subsidiaries' management make estimates and assumptions that affect the reported amounts of assets and liabilities on the consolidated balance sheet, the reported amounts of income and expense items on the income statement and the commitments relating to the period under review. The actual results may differ.
The above-mentioned assumptions mainly concern:
As the Group's consolidated companies operate in different sectors, the valuation and impairment methods used for certain items may vary according to the sector.
The valuation methods and rules applied to the interim consolidated financial statements are similar to those described in the notes to the 2016 financial statements.
| % control | % interest | Method | |||||
|---|---|---|---|---|---|---|---|
| Company | at 30 June 2017 | June 2017 | 2016 | June 2017 | 2016 | June 2017 | 2016 |
| Structure | |||||||
| PRODWAYS GROUP | Consolidating company | Top | Top | Top | Top | FC | FC |
| PRODWAYS DISTRIBUTION | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| PRODWAYS ENTREPRENEURS | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| PRODWAYS 1 | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| PRODWAYS 2 | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| Systems | |||||||
| DELTAMED(Germany) | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| EXCELTEC | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| PRODWAYS | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| PRODWAYS AMERICAS (USA) | PRODWAYS | 100 | 100 | 100 | 100 | FC | FC |
| PRODWAYS MATERIALS (Germany) | DELTAMED | 100 | 100 | 100 | 100 | FC | FC |
| VARIA 3D (USA) | PRODWAYS GROUP | 45 | 45 | 45 | 45 | EM | EM |
| Products | |||||||
| CRISTAL | PRODWAYS GROUP | 95 | 95 | 95 | 95 | FC | FC |
| DENTOSMILE | PRODWAYS ENTREP. | 20 | 20 | 20 | 20 | EM | EM |
| INITIAL | PRODWAYS GROUP | 100 | 100 | 100 | 100 | FC | FC |
| PODO 3D | PRODWAYS GROUP | 82.07 | 82.07 | 82.07 | 82.07 | FC | FC |
| PRODWAYS CONSEIL | PRODWAYS GROUP | 90 | - | 90 | - | FC | - |
A single change was made to the scope of consolidation in the first half-year: the creation of PRODWAYS CONSEIL.
The fair value measurement of the assets, liabilities and contingent liabilities acquired from the company CRISTAL has been finalised. No adjustments were made during the 12 months following the acquisition date.
| (In thousands of euros) | Systems | Products | Structure | Disposals | Consolidated |
|---|---|---|---|---|---|
| Revenue | 7,469 | 7,442 | 293 | (559) | 14,645 |
| EBITDA | (749) | 231 | (457) | - | (975) |
| % of revenue | (10.0%) | 3.1% | NA | - | (6.7%) |
| Profit (loss) from continuing operations | (1,855) | (422) | (863) | 0 | (3,140) |
| % of revenue | (24.8%) | (5.7%) | NA | - | (21.4%) |
| Operating income | (2,016) | (422) | (850) | 0 | (3,287) |
| % of revenue | (27.0%) | (5.7%) | NA | - | (22.4%) |
| Research and development expenses capitalised over the period |
595 | 95 | - | - | 690 |
| Other property, plant and equipment and intangible investments |
400 | 974 | - | - | 1,374 |
| (In thousands of euros) | Systems | Products | Structure | Disposals | Consolidated |
|---|---|---|---|---|---|
| Revenue | 7,456 | 4,944 | 157 | (169) | 12,388 |
| EBITDA | (2,897) | 570 | (558) | - | (2,885) |
| % of revenue | (38.9%) | 11.5% | NA | - | (23.3%) |
| Profit (loss) from continuing operations | (3,550) | 27 | (604) | - | (4,128) |
| % of revenue | (47.6%) | 0.5% | NA | - | (33.3%) |
| Operating income | (4,080) | 27 | (604) | - | (4,657) |
| % of revenue | (54.7%) | 0.5% | NA | - | (37.6%) |
| Research and development expenses capitalised over the period |
655 | - | - | - | 655 |
| Other property, plant and equipment and intangible investments |
1,277 | 2,277 | 11 | - | 3,565 |
EBITDA, defined as profit (loss) from continuing operations before depreciation, amortisation and provisions, and before bonus share allocation charges, is a performance indicator used by management to manage the Group's activities.
| (In thousands of euros) | Systems | Products | Structure | Consolidated |
|---|---|---|---|---|
| EBITDA | (749) | 231 | (457) | (975) |
| Share-based payments (IFRS 2) | - | (3) | (403) | (406) |
| Depreciation, amortisation and provisions | (1,106) | (650) | (3) | (1,759) |
| Non-recurring items in operating income | (161) | - | 14 | (148) |
| Operating income | (2,016) | (422) | (850) | (3,287) |
| (In thousands of euros) | Systems | Products | Structure | Consolidated |
|---|---|---|---|---|
| EBITDA | (2,897) | 570 | (558) | (2,885) |
| Share-based payments (IFRS 2) | - | - | (44) | (44) |
| Depreciation, amortisation and provisions | (653) | (544) | (2) | (1,199) |
| Non-recurring items in operating income | (529) | - | - | (529) |
| Operating income | (4,080) | 27 | (604) | (4,657) |
| (In thousands of euros) | France | % | Europe | % | Other | % | Total Revenue |
% |
|---|---|---|---|---|---|---|---|---|
| Systems | 1,932 | 24% | 3,417 | 77% | 2,120 | 100% | 7,469 | 51% |
| Products | 6,396 | 79% | 1,037 | 23% | 9 | 0% | 7,442 | 51% |
| Structure and disposals | (266) | (3%) | - | - | - | - | (266) | (2%) |
| TOTAL | 8,061 | 100% | 4,455 | 100% | 2,129 | 100% | 14,645 | 100% |
| % | 55% | 30% | 15% | 100% |
| (In thousands of euros) | France | % | Europe | % | Other | % | Total Revenue |
% |
|---|---|---|---|---|---|---|---|---|
| Systems | 1,132 | 23% | 3,451 | 75% | 2,873 | 100% | 7,456 | 60% |
| Products | 3,804 | 77% | 1,139 | 25% | 0 | 0% | 4,944 | 40% |
| Structure and disposals | (12) | (0%) | - | - | - | - | (12) | (0%) |
| TOTAL | 4,924 | 100% | 4,591 | 100% | 2,873 | 100% | 12,388 | 100% |
| % | 40% | 37% | 23% | 100% |
| (In thousands of euros) | 30/06/2017 | 30/06/2016 | 31/12/2016 |
|---|---|---|---|
| DEPRECIATION, AMORTISATION AND PROVISIONS | |||
| Intangible assets | (624) | (333) | (846) |
| Property, plant and equipment | (675) | (527) | (1,109) |
| Capital leases | (268) | (247) | (559) |
| SUBTOTAL | (1,567) | (1,106) | (2,514) |
| CHARGES TO PROVISIONS, NET OF REVERSALS | |||
| Inventory and work in process | - | (125) | (125) |
| Current assets | (142) | (9) | (432) |
| Risks and charges | (51) | 42 | (72) |
| SUBTOTAL | (193) | (92) | (629) |
| TOTAL DEPRECIATION, AMORTISATION AND PROVISIONS | (1,759) | (1,199) | (3,142) |
| (In thousands of euros) | 30/06/2017 | 30/06/2016 | 31/12/2016 |
|---|---|---|---|
| Profit (loss) from continuing operations (A) | (3140) | (4,128) | (8,058) |
| Acquisition costs | - | - | (119) |
| Amortisation of intangible assets recognised at fair value during the acquisitions | (161) | (161) | - |
| Provisions for impairment of asset values | - | (370) | (322) |
| Other | 14 | 2 | (368) |
| Total non-recurring items (B) | (148) | (529) | (809) |
| OPERATING INCOME (C) = (A)-(B) | (3,287) | (4,657) | (8,867) |
Movements in inventories in the consolidated balance sheet are as follows:
| 30/06/2017 | 31/12/2016 | ||||||
|---|---|---|---|---|---|---|---|
| (In thousands of euros) | Gross values | Write-downs | Net values | Gross values | Write-downs | Net values | |
| Raw materials | 968 | - | 968 | 970 | - | 970 | |
| Work in progress | 1,184 | - | 1,184 | 1,359 | - | 1,359 | |
| Semi-finished and finished | 1,007 | (370) | 637 | 999 | (370) | 629 | |
| Goods | 2,522 | (256) | 2,265 | 2,902 | (256) | 2,645 | |
| TOTAL INVENTORY AND WORK IN PROGRESS | 5,680 | (626) | 5,054 | 6,228 | (626) | 5,602 |
| (In thousands of euros) | 30/06/2017 | 31/12/2016 |
|---|---|---|
| Trade receivables | 5,334 | 4,915 |
| Invoices to be drawn up | 1,821 | 680 |
| TRADE RECEIVABLES, GROSS VALUES | 7,155 | 5,595 |
| Impairment losses | (558) | (556) |
| CUSTOMERS, NET VALUES | 6,596 | 5,038 |
| 31/12/2016 | ||||
|---|---|---|---|---|
| (In thousands of euros) | Gross values | Write-downs | Net values | Net values |
| Advances and down-payments made | 35 | - | 35 | 6 |
| Other receivables | 1,174 | - | 1,174 | 1,295 |
| Social and tax receivables | 1,137 | - | 1,137 | 862 |
| Prepaid expenses | 260 | - | 260 | 285 |
| TOTAL OTHER CURRENT RECEIVABLES | 2,605 | - | 2,605 | 2,448 |
| (In thousands of euros) | 30/06/2017 | 31/12/2016 |
|---|---|---|
| Suppliers | 5,302 | 4,108 |
| Fixed asset suppliers | 60 | 1,276 |
| TOTAL TRADE PAYABLES | 5,362 | 5,384 |
| Advances and down-payments received | 227 | 443 |
| Social Security liabilities | 3,347 | 3,279 |
| Tax liabilities | 411 | 286 |
| Current accounts payable | - | 377 |
| Miscellaneous debts | 582 | 720 |
| Deferred income | 1,687 | 1,904 |
| TOTAL OTHER CURRENT LIABILITIES | 6,253 | 7,010 |
Deferred income corresponds either to grants and the research tax credit that will be recognised in income throughout the amortisation of the corresponding assets (€1,480 thousand), or to the elimination of invoices issued before the delivery of goods sold to customers (€207 thousand).
| (In thousands of euros) | 30/06/2017 | 31/12/2016 |
|---|---|---|
| NET VALUE | ||
| START OF THE PERIOD | 18,560 | 17,940 |
| Acquisitions | - | - |
| Changes in scope | - | 620 |
| Departures | - | - |
| Other changes | - | - |
| Impact of changes in exchange rates | - | - |
| CLOSING | 18,560 | 18,560 |
| Write-downs | - | - |
| Systems | 57% | 57% |
| Products | 43% | 43% |
| Other intangible | Non-current assets | ||||||
|---|---|---|---|---|---|---|---|
| (In thousands of euros) | Development projects | assets | in progress | TOTAL | |||
| GROSS VALUES | |||||||
| AT 1 JANUARY 2017 | 7,195 | 2,730 | - | 9,925 | |||
| Acquisitions | 690 | 41 | - | 731 | |||
| Changes in scope | - | - | - | - | |||
| Departures | - | - | - | - | |||
| Other changes | - | - | - | - | |||
| Impact of changes in exchange rates | - | - | - | - | |||
| AT 30 JUNE 2017 | 7,885 | 2,770 | - | 10,655 | |||
| DEPRECIATION AND AMORTISATION, AND IMPAIRMENT | |||||||
| AT 1 JANUARY 2017 | 1,761 | 1,492 | - | 3,253 | |||
| Depreciation and amortisation | 653 | 132 | - | 785 | |||
| Changes in scope | - | - | - | - | |||
| Impairment losses | - | - | - | - | |||
| Departures | - | - | - | - | |||
| Other changes | - | - | - | - | |||
| Impact of changes in exchange rates | - | - | - | - | |||
| AT 30 JUNE 2017 | 2,415 | 1,624 | - | 4,039 | |||
| NET VALUES | |||||||
| AT 1 JANUARY 2017 | 5,434 | 1,238 | - | 6,671 | |||
| AT 30 JUNE 2017 | 5,470 | 1,146 | 51 | 6,616 |
No indication of impairment was observed at 30 June 2017.
| Land and | Fixtures and | Equipment held under |
Non-current | Advances and down |
|||
|---|---|---|---|---|---|---|---|
| (In thousands of euros) buildings equipment finance leases assets in progress payments TOTAL GROSS VALUES |
|||||||
| AT 1 JANUARY 2017 | 50 | 8,443 | 3,452 | - | - | 11,944 | |
| Acquisitions | 13 | 1,313 | - | 8 | - | 1,333 | |
| Changes in scope | - | - | - | - | - | - | |
| Departures | - | (116) | - | - | - | (116) | |
| Other changes | - | - | - | - | - | - | |
| Impact of changes in exchange rates | - | (2) | - | - | - | (2) | |
| AT 30 JUNE 2017 | 62 | 9,637 | 3,452 | 8 | - | 13,159 | |
| DEPRECIATION AND AMORTISATION AND IMPAIRMENT | |||||||
| AT 1 JANUARY 2017 | 12 | 4,854 | 1,408 | - | - | 6,274 | |
| Depreciation and amortisation | 3 | 672 | 268 | - | - | 942 | |
| Changes in scope | - | - | - | - | - | - | |
| Impairment losses | - | 1 | - | - | - | 1 | |
| Departures | - | (46) | - | - | - | (46) | |
| Other changes | - | - | - | - | - | - | |
| Impact of changes in exchange rates | - | - | - | - | - | - | |
| AT 30 JUNE 2017 | 15 | 5,479 | 1,676 | - | - | 7,170 | |
| NET VALUES | |||||||
| AT 1 JANUARY 2017 | 37 | 3,589 | 2,044 | - | - | 5,670 | |
| AT 30 JUNE 2017 | 47 | 4,158 | 1,776 | 8 | - | 5,989 |
| Notes | Start of the | Changes in | Change over | Other | Currency translation |
|||
|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) | period | scope | the year | changes(1) | adjustment | Closing | ||
| Net inventories | 5,602 | - | (548) | - | - | 5,054 | ||
| Net receivables | 5,038 | - | 1,558 | - | - | 6,596 | ||
| Advances and down-payments | 6 | - | 29 | - | - | 35 | ||
| Prepaid expenses | 285 | - | (24) | - | (1) | 260 | ||
| SUBTOTAL | A | 10,931 | - | 1,015 | - | (1) | 11,945 | |
| Trade payables | 4,108 | - | 1,194 | - | - | 5,302 | ||
| Advances and down-payments | 443 | - | (217) | - | - | 227 | ||
| Deferred income | 1,904 | - | (217) | - | - | 1,687 | ||
| SUBTOTAL | B | 6,455 | - | 761 | - | - | 7,216 | |
| WORKING CAPITAL REQUIREMENT | C = A - B | 4,476 | - | 254 | - | (1) | 4,730 | |
| Social and tax receivables | 874 | - | 541 | - | - | 1,415 | ||
| Current accounts receivable | - | - | - | - | - | - | ||
| Other receivables | 1,295 | - | (121) | 31 | - | 1,205 | ||
| SUBTOTAL | D | 2,168 | - | 421 | 31 | - | 2,619 | |
| Tax and social debts | 3,675 | - | 302 | - | - | 3,976 | ||
| Accrued interest | 1 | - | 2 | - | - | 3 | ||
| Other payables and derivative instruments |
682 | - | (339) | 269 | (69) | 542 | ||
| Current accounts payable | 377 | - | (377) | - | - | - | ||
| SUBTOTAL | E | 4,735 | - | (413) | 269 | (69) | 4,522 | |
| OTHER ITEMS OF WORKING CAPITAL REQUIREMENT |
F = D - E | (2,567) | - | 834 | (238) | 69 | (1,903) | |
| WORKING CAPITAL REQUIREMENT | G = C + F | 1,909 | - | 1,088 | (238) | 68 | 2,827 | |
(1) The "Other changes" column concerns cash flows that did not affect income from continuing operations or generate any cash movements or any restatements between accounts.
In April 2017, PRODWAYS GROUP paid the balance of the acquisition price of INITIAL (acquisition made in 2015).
In February 2017, INITIAL took out a bank loan for €700 thousand at a fixed rate of 0.6% (repayable over five years) to finance its investments.
| (In thousands of euros) | Start of the period |
Changes in scope |
Increase | Decrease | Other changes* | Currency translation adjustment |
Closing |
|---|---|---|---|---|---|---|---|
| Restatement of finance leases | 2,037 | - | - | (262) | - | - | 1,775 |
| Bank borrowings | 12,206 | - | 701 | (212) | 15 | - | 12,710 |
| Other borrowings | 237 | - | 2 | - | - | - | 238 |
| FINANCIAL DEBT EXCLUDING CURRENT BANK OVERDRAFTS |
14,480 | - | 702 | (474) | 15 | - | 14,722 |
| Bank overdrafts | 1,839 | - | 2,483 | (1,839) | - | - | 2,483 |
| GROSS FINANCIAL DEBT | 16,319 | - | 3,185 | (2,313) | 15 | - | 17,205 |
* Corresponds to the restatement of loans using the effective interest method.
| (In thousands of euros) | 30/06/2017 | <1 year | >1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | > 5 years |
|---|---|---|---|---|---|---|---|---|
| Restatement of finance leases | 1,775 | 505 | 1,269 | 494 | 497 | 278 | - | - |
| Bank borrowings | 12,710 | 807 | 11,902 | 3,137 | 3,077 | 2,974 | 2,714 | - |
| Other borrowings | 238 | 94 | 144 | - | - | - | - | 144 |
| FINANCIAL DEBT EXCLUDING CURRENT BANK OVERDRAFTS |
14,722 | 1,407 | 13,315 | 3,632 | 3,573 | 3,253 | 2,714 | 144 |
| Bank overdrafts | 2,483 | 2,483 | - | - | - | - | - | - |
| GROSS FINANCIAL DEBT | 17,205 | 3,890 | 13,315 | 3,632 | 3,573 | 3,253 | 2,714 | 144 |
| (In thousands of euros) | 30/06/2017 | 31/12/2016 |
|---|---|---|
| Cash (a) | 66,358 | 8,680 |
| Bank overdrafts (b) | 2,483 | 1,839 |
| Cash appearing on the CFS (c)=(a)–(b) | 63,875 | 6,841 |
| Financial debt excluding current bank overdrafts (d) | 14,722 | 14,480 |
| NET CASH (NET debt) (c)-(d) | 49,153 | (7,639) |
| Treasury shares | 139 | - |
| ADJUSTED NET CASH (NET DEBT) | 49,292 | (7,639) |
The movements over the year are as follows:
| (In thousands of euros) | Start of the period |
In | Income | Exit | Other | Closing |
|---|---|---|---|---|---|---|
| DENTOSMILE | 803 | - | 64 | - | - | 867 |
| VARIA 3D | 615 | - | 11 | - | (14) | 611 |
| TOTAL EQUITY INVESTMENTS IN ASSOCIATES | 1,417 | - | 74 | - | (14) | 1,478 |
PRODWAYS GROUP and its eligible subsidiaries were part of the tax consolidation group established by GROUPE GORGÉ until 31 December 2016. The tax consolidation agreements stipulate that the deficits carried forward and transmitted to GROUPE GORGÉ will be indemnified in accordance (period, rate and amount) with the use which the company that transmitted them would have made if it had not belonged to the tax consolidation group. These deficits amounted to €16.4 million at 31 December 2016.
| (In thousands of euros) | 30/06/2017 | 30/06/2016 | 31/12/2016 |
|---|---|---|---|
| Deferred tax liabilities | 577 | 157 | 969 |
| Taxes payable | (193) | (200) | (434) |
| TAX EXPENSE | 383 | (44) | 535 |
The tax expense does not include the Research Tax Credit (CIR) or the Tax Credit for Encouraging Competitiveness and Jobs (CICE), classified under "Other income from operations". It does, however, include the Contributions on Corporate Added Value (CVAE).
| (In thousands of euros) | 30/06/2017 | 31/12/2016 |
|---|---|---|
| Tax receivables | 278 | 12 |
| Tax payable | (181) | (71) |
| NET TAX RECEIVABLE/(DUE) | (98) | 59 |
Tax receivables consist mainly of receivables for the Research Tax Credit and the Tax Credit for Encouraging Competitiveness and Jobs, which could not be included in tax payable.
| (In thousands of euros) | 30/06/2017 | 31/12/2016 |
|---|---|---|
| DIFFERENCES OVER TIME | ||
| Retirement and related benefits | 181 | 182 |
| Finance leases | 1 | (1) |
| Derivative financial instruments | (27) | (31) |
| Fair value - IFRS 3 | (857) | (909) |
| Other | 138 | 95 |
| SUBTOTAL | (564) | (665) |
| Temporary differences | 28 | 35 |
| Deficits carried forward | 2,056 | 1,592 |
| TOTAL | 1,520 | 962 |
| DEFERRED TAX LIABILITIES | (182) | (190) |
| DEFERRED TAX ASSETS | 1,702 | 1,152 |
The Combined Shareholders' Meeting of 21 March 2017 decided to halve the par value of PRODWAYS GROUP shares (thereby doubling the number of shares making up the share capital, i.e. bringing the total number of shares to 33,793,070). The share capital then increased by 16,029,987 shares through the creation of new shares alongside the listing of PRODWAYS GROUP. As part of this operation, a Document de Base was filed with the French Financial Markets Authority (Autorité des Marchés Financiers - AMF) under number I.17-008 and a Prospectus was approved on 25 April 2017 under number 17-174.
As at 30 June 2017, the share capital of PRODWAYS GROUP was €24,911,528.50, consisting of 49,823,057 fully paid-up shares, each with a par value of €0.5.
Shareholding
| 30-June-2017 | 31-Dec-16 (1) | |||||||
|---|---|---|---|---|---|---|---|---|
| Shares | % of share of capital |
Voting rights exercisable at the Shareholders' Meeting(2) |
% voting rights exercisable at the Shareholder's Meeting |
Shares | % of share of capital |
Voting rights exercisable at the Shareholders' Meeting(2) |
% voting rights exercisable at the Shareholder's Meeting |
|
| GROUPE GORGÉ | 32,504,462 | 65.24% | 32,504,462 | 65.27% | 16,252,231 | 96.19% | 16,252,231 | 96.19% |
| André-Luc Allanic | 1,100,000 | 2.21% | 1,100,000 | 2.21% | 550,000 | 3.26% | 550,000 | 3.26% |
| BNP Développement | 201,753 | 0.40% | 201,753 | 0.41% | - | - | - | - |
| Bpifrance | 750,000 | 1.51% | 750,000 | 1.51% | - | - | - | - |
| Fimalac Développement | 3,403,508 | 6.83% | 3,403,508 | 6.83% | - | - | - | - |
| Safran Corporate Venture |
907,894 | 1.82% | 907,894 | 1.82% | - | - | - | - |
| Management | na | na | na | na | 94,304 | 0.56% | 94,304 | 0.56% |
| Treasury shares | 22,811 | 0.05% | - | - | - | - | - | - |
| Public | 10,932,629 | 21.94% | 10,932,629 | 21.95% | - | - | - | - |
| Total | 49,823,057 | 100.00% | 49,800,246 | 100.00% | 16,896,535 | 100% | 16,896,535 | 100% |
(1) Before dividing the par value.
The shares held by BNP Développement, Bpifrance, Fimalac Développement and Safran Corporate Venture are subject to a one-year retention commitment as from the first listing of PRODWAYS GROUP shares.
Since June 2017, PRODWAYS GROUP has implemented share buybacks as part of a liquidity contract.
Due to the existence of free share allocation plans, there are 657,940 potential shares.
| 30/06/2017 | 30/06/2016 | 31/12/2016 | |
|---|---|---|---|
| Weighted average number of shares | 37,939,523 | 16,896,535 | 16,896,535 |
| Dividend per share paid during the period | - | - | - |
| EARNINGS PER SHARE (in euros) | (0,077) | (0,274) | (0,490) |
| EARNINGS PER SHARE FROM ONGOING ACTIVITIES (in euros) | (0,077) | (0,274) | (0,490) |
| Dilutive potential ordinary shares(1) | 657,940 | 786,164 | 1,192,594 |
| Diluted weighted average number of shares | 38,597,463 | 17,682,699 | 18,089,129 |
| DILUTED EARNINGS PER SHARE (in euros) | (0,076) | (0,262) | (0,457) |
| DILUTED EARNINGS PER SHARE FROM ONGOING ACTIVITIES (in euros) | (0,076) | (0,262) | (0,457) |
| (1) In 2017, 657,940 shares linked to free share allocation plans. |
Long-term provisions relate only to retirement indemnities (€545 thousand). The assumptions made in respect of this half-year are the same as at 31 December 2016 except for the discount rate, which increased from 1.31% to 1.67%. Following this change in the rate, the impact on equity for the period amounted to €(45) thousand (SORIE).
| (In thousands of euros) | Litigation | Customer warranties |
Other | Total |
|---|---|---|---|---|
| AT 1 JANUARY 2017 | - | 28 | - | 28 |
| Appropriations | - | - | - | - |
| Provisions used | - | - | - | - |
| Reversals | - | - | - | - |
| IMPACT ON INCOME FOR THE PERIOD | - | - | - | - |
| Changes in scope | - | - | - | - |
| Other changes | - | - | - | - |
| Impact of changes in exchange rates | - | - | - | - |
| AT 30 JUNE 2017 | - | 28 | - | 28 |
| 30/06/2017 | 30/06/2016 | 31/12/2016 | |
|---|---|---|---|
| Systems | 103 | 120 | 109 |
| Products | 141 | 128 | 135 |
| Structure | 2 | - | 5 |
| TOTAL WORKFORCE | 246 | 248 | 249 |
| AVERAGE WORKFORCE | 247 | 246 | 247 |
Group commitments as recorded in the notes to the 2016 consolidated financial statements have not changed materially.
The Group is involved in various legal proceedings. After reviewing each case and seeking counsel, the provisions considered necessary have, as applicable, been recorded in the financial statements.
There has been no significant change to disputes compared to the information provided in the notes to the consolidated financial statements at 31 December 2016.
On 1 August 2017, PRODWAYS GROUP announced that it had entered into exclusive negotiations to acquire AVENAO Industrie, a specialist in the integration of DASSAULT Systèmes solutions.
An agreement to acquire INTERSON-PROTAC, a French leader in ear tips for hearing aids and customised hearing protectors, was announced on 6 September 2017.
No other major events took place between 30 June 2017 and the date of the meeting of the Board of Directors that approved the condensed consolidated financial statements.
In compliance with the assignment entrusted to us by your Annual General Meeting and in accordance with the requirement of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:
the review of the accompanying condensed half-yearly consolidated financial statements of PRODWAYS GROUP, for the period from January 1 to June 30, 2017; and
the verification of information contained in the Interim Management Report.
These condensed half-yearly consolidated financial statements are 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 primarily in making inquiries 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 the financial statements, taken as a whole, are free from material misstatements, as we would not become aware of all significant matters that might be identified in an audit.
Based on our review, nothing has come to our attention that causes us to believe that the condensed half-yearly consolidated financial statements are not prepared in all material respects in accordance with IAS 34 – IFRS as adopted by the European Union applicable to interim financial information.
Without qualifying our above opinion, we draw your attention to the note 1.2 « Restatement of the financial statements at 30 June 2016 » of the appendix to consolidated financial statements, outlining the changes to the financial statements as of 30 June 2017 related to the retrospective correction of the financial statements.
We have also verified the information presented in the interim management report in respect of the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and its consistency with the condensed half yearly consolidated financial statements.
Neuilly-sur-Seine and Paris, 11 septembrer 2017
The statutory auditors
PricewaterhouseCoopers Audit Corevise
David Clairotte Stéphane Marie
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