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Prodways Group

Quarterly Report Sep 12, 2017

1612_ir_2017-09-12_963f992e-8305-40c0-9122-04c02824324a.pdf

Quarterly Report

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2017 INTERIM FINANCIAL REPORT

PRODWAYS GROUP

19 RUE DU QUATRE SEPTEMBRE

75002 PARIS

HIGHLIGHTS

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.

Systems

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).

Products

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.

NOTE ON RELATED-PARTY TRANSACTIONS

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.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2017

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Assets

(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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Total equity and liabilities

(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.

CONSOLIDATED INCOME STATEMENT

(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)

INCOME STATEMENT - GAINS AND LOSSES RECOGNISED DIRECTLY IN SHAREHOLDERS' EQUITY

(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)

CASH FLOW STATEMENT

(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

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY

(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.

NOTE 1 ACCOUNTING PRINCIPLES

1.1 Accounting principles

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:

  • Standards adopted by the European Union:
  • IFRS 15 Revenue from Contracts with Customers,
  • IFRS 9 Financial instruments;
  • Standards not adopted by the European Union:
  • IFRS 16 Leases,
  • IFRS 15 Clarifications,
  • IFRS 17 Insurance contracts,
  • Amendments to IAS 7: Statement of Cash Flows: Disclosure Initiative,
  • Annual improvements to IFRS 2014-2016 Cycle (December 2016),
  • Amendments to IAS 40: Transfers of investment property
  • IFRIC 23: Uncertainty over income tax treatments
  • IFRIC 22: Foreign currency transactions and advance consideration,
  • Amendments to IFRS 2: Classification and measurement of share-based payment transactions,
  • Amendments to IAS 12: Recognition of deferred tax assets for unrealised losses,
  • 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.

1.2 Restatement of the financial statements at 30 June 2016

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

1.3 Valuation methods and rules

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:

  • the calculation of the recoverable amounts of assets;
  • the calculation of provisions for risks and charges;
  • the calculation of income upon completion of work in progress;
  • the calculation of retirement benefit obligations.

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.

NOTE 2 SCOPE OF CONSOLIDATION

2.1 List of consolidated companies

% 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 -

2.2 Changes in the consolidation scope

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.

3.1 Key indicators by division

FIRST HALF OF 2017

(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

FIRST HALF OF 2016

(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

3.2 Reconciliation of EBITDA with operating income

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.

FIRST HALF OF 2017

(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)

FIRST HALF OF 2016

(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)

3.3 Information on revenue by geographical area

FIRST HALF OF 2017

(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%

FIRST HALF OF 2016

(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%

NOTE 4 OPERATIONAL DATA

4.1 Depreciation, amortisation and provisions (net of reversals)

(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)

4.2 Non-recurring items in operating income

(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)

4.3 Inventory and work in progress

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

4.4 Net trade receivables and related accounts

(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

4.5 Other current assets

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

4.6 Other current liabilities

(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).

NOTE 5 PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

5.1 Goodwill

(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%

5.2 Intangible assets

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.

5.3 Property, plant and equipment

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

6.1 Change in working capital requirements

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.

6.2 Net cash inflow/outflow on the acquisition and disposal of subsidiaries

In April 2017, PRODWAYS GROUP paid the balance of the acquisition price of INITIAL (acquisition made in 2015).

6.3 Subscription and redemption of long-term loans

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.

7.1 Gross financial debt

Changes in borrowings and financial debt

(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.

Schedule of borrowings and financial debt

(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

7.2 Cash and cash equivalents

(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)

7.3 Investments in affiliated companies

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

NOTE 8 CORPORATE INCOME TAX

8.1 Tax consolidation

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.

8.2 Details of corporate income tax

Breakdown of tax expense

(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).

Tax receivables and payable

(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.

Breakdown of deferred taxes by type

(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

NOTE 9 SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE

9.1 Equity

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.

9.2 Earnings per share

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.

NOTE 10 PROVISIONS AND CONTINGENT LIABILITIES

10.1 Long-term provisions

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).

10.2 Other provisions for risks and charges

(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

NOTE 11 OTHER NOTES

11.1 Workforce

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

11.2 Commitments and contingent liabilities

Group commitments as recorded in the notes to the 2016 consolidated financial statements have not changed materially.

11.3 Exceptional events and disputes

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.

11.4 Subsequent events

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.

STATUTORY AUDITORS' REVIEW REPORT ON THE CONDENSED HALF-YEARLY FINANCIAL INFORMATION

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.

I - Conclusion on the financial statements

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.

II – Specific verification

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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