Interim / Quarterly Report • Oct 7, 2016
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.himediagroup.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 | 20 |
Sales from the period, amounted for €28.4million, were down by 13% on the 1st half of 2015.
Gross margin of the Group amounted for €13.2 million, increase by +124% on the first half 2015. Gross margin rate comes to 46%.
Purchases, that amounted for €4.2 million, down compared to the first half 2015 (€5.3 million). Other provisions and allocations related to depreciation and amortization are resulting, for €0.9 million, of investments directly linked to the development of technical platforms.
The current operating result amounts to -€0.6 million, which represents an increase versus the 2015 first half (-€10.4 million).
The consolidated net income amounts to €0.2 million (versus -€29.3 million for the 2015 first half).
This net result can be detailed as follow:
Development fees capitalized during the period correspond mainly to:
Under an agreement dated May 2, 2016 with the company BJ Invest, HiMedia sold 10% stake in the company HiPay Group SA (ie 495,497 shares) to BJ Invest SAS. This transaction took place partly in cash (300,723 shares HiPay Group SA for 3,118,497.51 euros) and partly by delivery as payment in kind of 288,545 shares previously held by HiMedia BJ Invest SAS.
As of May 9, 2016, HiMedia SA acquired 20% stake in its subsidiary Mobvious Italia from its founder individual and now owns 100% of the subsidiary.
None.
INTERIM FINANCIAL REPORT 4
The main risks to which the Group is exposed are described in the Report to the President page 113 and following of the 2015 annual report.
The Company is not aware of other risks and uncertainties affecting the Group.
The strategic orientation decided in the summer of 2015 was intended to restructure the traditional activities of the classical advertising that generated significant losses, and to accelerate the development of activities positioned on promising segments: local advertising and native advertising applied on mobile and desktop. The management is also working to develop the Group's American activities, while targeting the Spanish-speaking community in the United States.
With the subsidiaries (Admoove, Local Media, HiMedia Sweden, Latam Digital Ventures and Quantum) specialised in these domains, HiMedia now has a new foundation of strongly growing activities that are ensuring the Group's future.
The traditional activities and trading of advertising spaces, are contracting as a result of the withdrawal from many loss-generating contracts but are seeing a strongly increase of the gross margin.
For the future, HiMedia is therefore focusing on promising segments such as native and local advertising (or community advertising for Spanish speakers in the United States), that provide advertisers with better performances and are better accepted by users.
The strategy of repositioning HiMedia as a digital marketing actor positioned on high growth segments is therefore bearing fruit, and the company is starting a new phase of its history and a new rebound.
The H1 results are in line with the Group's objective of generating a positive EBITDA (current operating earnings before amortisation and depreciation) in 2016.
In addition, the group has the opportunity to continue monetizing its remaining stake in HiPay Group of approximately 10% valued at €5.7 million and will pursue its global strategy of disposing of non-strategic non controlling interests.
The affiliated parties of HiMedia 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 Board of Directors were paid for an amount of €161 thousand (against €218 thousand on June 30th, 2015) including €93 thousand of wages, €16 thousand of benefits and €52 thousand of expatriation expenses.
HiMedia SA invoices its subsidiaries for holding expenses as well as for trademark expenses, eliminated in the consolidated financial statements.
On May 2nd, 2016, HiMedia was part of a shareholder agreement whereby HiMedia acquired its own shares (288.545) from its shareholder BJ Invest (see Significant events of the period).
During the first half of 2016, no significant operation has been carried out with:
Consolidated income statements for the half-years ending on 30 June 2016 and 30 June 2015
| In thousands of euro | Notes | 30 June 2016 | 30 June 2015 |
|---|---|---|---|
| Sales | 28 415 | 32 616 | |
| Charges invoiced by the media | -15 261 | -26 739 | |
| Gross profit | 13 154 | 5 877 | |
| Purchases | -4 214 | -5 341 | |
| Payroll charges | 3 | -8 632 | -9 938 |
| EBITDA (1) | 309 | -9 402 | |
| Depreciation and amortization | -902 | -989 | |
| Current operating profit | -593 | -10 391 | |
| Stock based compensation | -19 | -10 | |
| Other non-current income and charges | 4 | 1 386 | -14 602 |
| Operating profit | 774 | -25 003 | |
| Cost of indebtedness | -51 | -127 | |
| Other financial income and charges | -99 | -145 | |
| Earning of the consolidated companies | 624 | -25 275 | |
| Share in the earnings of the companies treated on an equity basis | - | - | |
| Earnings before tax of the consolidated companies | 624 | -25 275 | |
| Income Tax | 5 | -381 | -4 004 |
| Net income of the consolidated companies | 243 | -29 279 | |
| Net income from discontinued operations | - | -2 473 | |
| Net income | 243 | -31 753 | |
| Minority interests from continuing operations | 253 | 460 | |
| Minority interests from discontinued operations | - | -208 | |
| Including Group Share | 495 | -31 501 | |
| 30 June 2016 | 30 June 2015 | |
|---|---|---|
| Weighted average number of ordinary shares | 2 886 088 | 45 253 523 |
| Earnings per share, Group share (in euro) | 0,17 | - 0,70 |
| Weighted average number of ordinary shares (diluted) | 2 886 088 | 45 253 523 |
| Diluted earnings per share, Group share (in euro) | 0,17 | - 0,70 |
(1) Current operating income before allocations and reversals of depreciation, amortisation and provisions.
| in thousands of euro | 30 June 2016 | 30 June 2015 |
|---|---|---|
| Net result | 495 | - 31 501 |
| Other element of the global result | ||
| - Hedge accounting on financial instruments | - | - |
| - Exchange differences | 232 | 562 |
| - 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 | 232 | 562 |
| Group share | 201 | 602 |
| Minority interests | 31 | - 40 |
| Global result | 727 | - 30 939 |
| ASSETS - In thousands of euro | Notes | 30 June 2016 | 31 Dec 2015 |
|---|---|---|---|
| Net goodwill | 6 | 20 860 | 20 860 |
| Net intangible fixed assets | 7 | 1 523 | 1 967 |
| Net tangible fixed assets | 1 406 | 1 533 | |
| Deferred tax credits | 8 | 68 | 69 |
| Other financial assets | 1 701 | 10 348 | |
| Non-current assets | 25 558 | 34 777 | |
| Customers and other debtors | 9 | 37 624 | 36 506 |
| Other current assets | 10 | 13 644 | 13 804 |
| Current financial assets | 5 735 | 14 | |
| Cash and cash equivalents | 11 | 5 163 | 7 434 |
| Assets held for sale and discontinued operations | 640 | 640 | |
| Current assets | 62 806 | 58 397 | |
| TOTAL ASSETS | 88 364 | 93 174 |
| LIABILITIES - In thousands of euro | Notes | 30 June 2016 | 31 Dec 2015 |
|---|---|---|---|
| Share capital | 4 328 | 4 439 | |
| Premiums on issue and on conveyance | 83 870 | 84 274 | |
| Reserves and retained earnings | -62 522 | -22 694 | |
| Treasury shares | -5 786 | -4 314 | |
| Consolidated net income (Group share) | 495 | -39 660 | |
| Shareholders' equity (Group share) | 20 385 | 22 045 | |
| Minority interests | -167 | -70 | |
| Shareholders' equity | 20 219 | 21 975 | |
| Long-term borrowings and financial liabilities | 12 | 2 303 | 2 292 |
| Non-current provisions | 773 | 753 | |
| Deferred tax liabilities | 8 | 721 | 646 |
| Non-current liabilities | 3 797 | 3 691 | |
| Short-term financial liabilities and bank overdrafts | 12 | 2 | -0 |
| Suppliers and other creditors | 53 441 | 53 647 | |
| Other current debts and liabilities | 13 | 10 905 | 13 861 |
| Liabilities held for sale and discontinued operations | 0 | - | |
| Current liabilities | 64 348 | 67 508 | |
| TOTAL LIABILITIES | 88 364 | 93 174 |
| In thousands of euro | Notes | 30 June 2016 | 31 Dec 2015 | 30 June 2015 |
|---|---|---|---|---|
| Net income | 243 | -40 283 | -31 753 | |
| Depreciation of the fixed assets | 919 | 1 469 | 1 764 | |
| Value losses | - | 21 528 | 21 528 | |
| Other non-current without impact on the cash | -1 | -3 174 | -5 526 | |
| Cost of net financial indebtedness | 51 | 110 | 127 | |
| Share in associated companies | - | 62 | - | |
| Net income on disposals of fixed assets | -2 114 | 590 | 379 | |
| Cash flow from discontinued operations | - | -2 485 | -2 485 | |
| Cash flow from business to be divested | - | - | - | |
| Costs of payments based on shares | 19 | 34 | 10 | |
| Tax charge or proceeds | 5 | 381 | 4 638 | 4 004 |
| Operating profit before variation of the operating capital need | -503 | -17 511 | -11 951 | |
| Variation of the operating capital need | -3 001 | 1 290 | 322 | |
| Cash flow coming from operating activities | -3 503 | -16 221 | -11 629 | |
| Interest paid | -45 | -81 | -74 | |
| Tax on earnings paid | -281 | -360 | -2 | |
| NET CASH FLOW RESULTING FROM OPERATING ACTIVITIES | -3 829 | -16 662 | -11 705 | |
| 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 | 3 268 | - | - |
| Acquisition of a subsidiary | -89 | -2 062 | -1 892 | |
| Acquisition of fixed assets | -515 | -3 071 | -2 734 | |
| Variation of financial assets | 38 | -917 | -963 | |
| Variation of suppliers of fixed assets | -34 | -570 | 1 119 | |
| Effect of the perimeter variations | - | -14 140 | -14 105 | |
| NET CASH FLOW COMING FROM INVESTMENT ACTIVITIES | 2 668 | -20 761 | -18 575 | |
| Proceeds from share issues | 3 | 170 | 0 | |
| Redemption of own shares | 33 | - | - | |
| New borrowings | 14 | 28 | 14 | |
| Repayments of borrowings | - | - | - | |
| Other financial liabilities variation | -1 126 | -3 768 | -2 705 | |
| Dividends paid to minority interests | - | -234 | -234 | |
| NET CASH FLOW COMING FROM FINANCING ACTIVITIES | -1 076 | -3 804 | -2 925 | |
| Effect of exchange rate variations | -34 | -73 | -53 | |
| NET VARIATION OF CASH AND OF CASH EQUIVALENTS | -2 270 | -41 300 | -33 258 | |
| Cash and cash equivalents on January 1st | 7 434 | 48 733 | 48 733 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 5 163 | 7 434 | 15 475 |
| In thousands of euro | Number of shares |
Share capital | Premiums | Treasury shares |
Reserve for options and free shares |
Income and expenses on equity |
Reserves and consolidated earnings |
Shareholders' equity (Group share) |
Shareholde rs' equity Minority interests |
Shareholders' equity |
|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2015 | 45 253 523 | 4 525 | 127 881 | - 6 849 | 782 | 1 827 | - 14 725 | 113 440 | 675 | 114 115 |
| Dividends paid by subsidiaries to the minorities | - | - | - | - | - | - | - 245 |
- 245 |
- 32 |
- 277 |
| Call exercise | - | - | - | - | - | - | - | - | - | - |
| Shares redemptions (1) | - | - | - | - 58 |
- | - | - | - 58 |
- | - 58 |
| Stock options and free shares impact(2) | - | - | - | - | 10 | - | - | 10 | - | 10 |
| Perimeter variation | - | - | - | - | - | - 51 723 |
- | - 51 723 |
- 23 |
- 51 746 |
| Income and charges directly posted in shareholders' equity |
- | - | - | - | - | 562 | - | 562 | 40 | 602 |
| Net income of the period | - | - | - | - | - | - | - 31 501 |
- 31 501 |
- 252 |
- 31 753 |
| Total global income | - | - | - | - | - | 562 | - 31 501 |
- 30 939 |
- 212 |
- 31 151 |
| June 30, 2015 | 45 253 523 | 4 525 | 127 881 | - 6 907 | 793 | - 49 335 | - 46 470 | 30 485 | 409 | 30 893 |
| Dividends paid by subsidiaries to the minorities | - | - | - | - | - | - | - | - | 0 | - |
| Call exercise | - | - | - | - | - | - | - | - | - | - |
| Shares redemptions (1) | - 860 142 |
- 86 |
- | 176 | - | - | - | 90 | - | 90 |
| Stock options and free shares impact(2) | - | - | - | - | 23 | - | - | 23 | - | 23 |
| Perimeter variation | - | - | - | - | - | 97 | - | 97 | - 93 |
5 |
| Income and charges directly posted in shareholders' equity |
- | - | - | - | - | - 492 |
- | - 492 |
- 15 |
- 506 |
| Net income of the period | - | - | - | - | - | - | - 8 159 |
- 8 159 |
- 371 |
- 8 530 |
| Total global income | - | - | - | - | - | - 492 |
- 8 159 |
- 8 651 |
- 386 |
- 9 037 |
| December 31, 2015 (3) | 2 959 558 | 4 439 | 127 881 | - 6 731 | 816 | - 49 728 | - 54 630 | 22 045 | - 70 |
21 975 |
| 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 |
(1) As of June 30th, 2016, HiMedia S.A. holds 212,769 treasury shares. Moreover within the framework of the liquidity contract, HiMedia holds 43,648 of its own shares as of June 30th, 2016.
(2) See Note 15 in connection with the share subscription option plans and the allocations of free shares.
(3) On July 24th, 2015, HiMedia shares were subject to a shares consolidation: 1 new share with a nominal value of € 1.5 was allocated for 15 old shares with a nominal value of € 0.1 each (in accordance with the approval of the General Meeting of June 22, 2015).
The interim financial statements for the 1st half of 2016 are to be read as a complement to the audited consolidated financial statements for the financial year ending on December 31, 2015 as published in the annual report on April 12th , 2016.
The interim consolidated financial statements as of June 30th , 2016 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 , 2016 (publication in the Official Journal of the European Union).
The interim consolidated financial statements for the half-year ending on June 30th , 2016 have been prepared in accordance with the provisions of standard IAS 34 concerning "Interim financial information".
HiMedia Group's consolidated financial statements include the financial statements of HiMedia 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 , 2016 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 , 2016. They were the object of a limited examination by the auditors.
HiMedia Group has applied the same accounting methods as in its consolidated financial statements for the financial year ending on December 31st , 2015, except for standards, amendments and interpretations applicable for the first time as from January 1st , 2016.
The application of these standards, amendments and interpretations to be applied as from January 1st, 2016 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 , 2016.
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 30/06/2016 |
% held directly and indirectly on 31/12/2015 |
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 |
| Hi-Pi 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 |
| Allopass Mexico SRLCV | Mexico | 100% | 100% | FC | 17.07.09 | 31.12 |
| Hi-media Regions SAS | France | 49% | 49% | EM | 06.12.12 | 31.12 |
| Mobvious Italia SRL | Italy | 100% | 80% | FC | 17.05.13 | 31.12 |
| Quantum SAS | France | 51% | 51% | 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 |
| HiPay Group (1) | France | - | 20% | - | 16.03.15 | 31.12 |
| Adexpert SPRL | Belgium | 50,1% | 50,1% | FC | 06.06.14 | 31.12 |
| Local Media SAS | France | 50,1% | 50,1% | FC | 02.12.11 | 31.12 |
| Latam Digital Ventures | USA | 60% | 70% | FC | 02.02.15 | 31.12 |
| Hi-Media LLC | USA | 100% | 100% | FC | 30.04.15 | 31.12 |
| FullScreen Solutions | Mexico | 56% | 66% | FC | 25.03.15 | 31.12 |
| Quantum Native Solutions Italia SRL | Italy | 51% | 51% | FC | 22.12.15 | 31.12 |
| Mobvious Corp | USA | 48% | - | FC | 23.03.16 | 31.12 |
| Acquired companies | ||||||
| Hi-media Deutschland AG | Germany | 45% | 45% | EM | 30.04.01 | 31.12 |
| Europermission SL | Spain | 50% | 50% | EM | 25.03.04 | 31.12 |
| Admoove | France | 100% | 100% | FC | 06.01.15 | 31.12 |
| Hi-Midia Brasil SA | Brazil | 14% | 14% | EM | 18.07.05 | 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 |
| Bonne Nouvelle Editions SARL | France | 100% | 100% | FC | 06.06.08 | 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% | 70% | FC | 16.03.15 | 31.12 |
| Starm Interactiva | Mexico | 60% | 70% | FC | 16.03.15 | 31.12 |
| Hi Media Digital Business SL | Spain | 100% | 100% | FC | 16.03.15 | 31.12 |
(1) HiMedia hold a remaining stake in HiPay Group of approximately 10% on 30th June 2016.
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 2016 | 30 June 2015 |
|---|---|---|
| Salaries | 6 346 | 6 569 |
| Social security charges | 2 264 | 3 314 |
| Provision for end-of-career indemnities | 22 | 55 |
| Payroll charges | 8 632 | 9 938 |
Staff changes were as follows:
| 31 Dec 2015 | Incoming | Outgoing | 30 June 2016 | |
|---|---|---|---|---|
| France | 116 | 18 | -39 | 95 |
| Foreign | 135 | 20 | -24 | 131 |
| Staff | 251 | 38 | -63 | 226 |
The non-recurring expenses (-€1.4m) mainly result from:
The tax charge breaks down as follows:
| In thousands of euro | 30 June 2016 | 30 June 2015 |
|---|---|---|
| Current taxes | -305 | -192 |
| Deffered taxes | -76 | -3 812 |
| Tax (charge)/Proceeds | -381 | -4 004 |
| Effective tax rate (%) | 61% | -16% |
| In thousands of euro | 30 June 2016 | 30 June 2015 | |
|---|---|---|---|
| Tax rate in France | 33,33% | 33,33% | |
| Theoretical tax (charge)/proceeds | - 208 |
8 425 | |
| Elements concerning the comparison with the effective rate: | |||
| Effect of change in rates Earnings charged to losses subject to carryover not previously |
- | - | |
| recorded | 241 | 891 | |
| Recognition of deferred tax credits on losses carried over | - | - | 3 587 |
| Difference of tax rate between the countries | 90 | - | 733 |
| Effect of non-asset deficit transfers from the fiscal year | - 1 692 |
- | 3 053 |
| Permanent differences and other elements | 1 188 | - | 5 946 |
| Taxes without basis | - 0 |
- | 1 |
| Real tax (charge)/proceeds | - 381 |
- | 4 004 |
| Effective tax rate | 61% | -16% |
The difference between the effective tax rate and the theoretical tax rate is to be analyzed as follows:
HiMedia France S.A., Hi-Pi SARL, Bonne Nouvelle Editions SARL and Admoove and HiMedia France Advertising SAS have been consolidated for fiscal purposes.
| In thousands of euro | 31 Dec 2015 | Forex | Ch. In scope | Transfert | Increases | Decreases | 30 June 2016 |
|---|---|---|---|---|---|---|---|
| Goodwill | 103 635 | - | - | - | - | - | 103 635 |
| Impairments | -82 776 | - | - | - | - | - | -82 776 |
| Net goodwill | 20 860 | - | - | - | - | - | 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 December 31st, 2015.
The economic environment in the first half of 2016 did not differ significantly from that anticipated in the value tests carried out at the end of 2015 and no triggering event has been identified.
| In thousands of euro | 30 June 2016 | 31 Dec 2015 |
|---|---|---|
| Software and licences | 972 | 143 |
| Trademarks | 74 | 74 |
| Customer relations | 137 | 137 |
| Fixed assets in progress | 335 | 1 606 |
| Other | 6 | 7 |
| Total | 1 523 | 1 967 |
As reminder on 31st December 2015, the unrecognized deferred tax credits consisted mainly of the undefined losses carried over 20 years through Group Hi-media USA for €18.1m as well as undefined losses carried of HiMedia France S.A. for €55.1 million, which can be undefined carried forward for France and the tax consolidation group.
| In thousands of euro | 30 June 2016 | 31 Dec 2015 |
|---|---|---|
| Customers | 39 537 | 38 416 |
| Depreciation | -1 912 | -1 910 |
| Customers and other debtors | 37 624 | 36 506 |
The contractual conditions of the factoring contracts Hi-pi SARL and HiMedia S.A. (signed in 2013) make it possible to transfer the main risks and advantages connected with the transferred receivables, and hence to take them off the balance sheet. The accounts receivable which are derecognized in this way in accordance with IAS 39 under the terms of factoring contracts come to €4.8m as of June 30th, 2016.
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 , 2016.
| In thousands of euro | 30 June 2016 | 31 Dec 2015 |
|---|---|---|
| Financial and corporate assets | 8 538 | 9 843 |
| Current accounts | 749 | 635 |
| Prepaid charges | 810 | 453 |
| Factor guarantee fund | 555 | 608 |
| Others | 2 992 | 2 264 |
| Other current assets | 13 644 | 13 804 |
| In thousands of euro | 30 June 2016 | 31 Dec 2015 |
|---|---|---|
| Open End Investment Fund | - | - |
| Cash reserve with the factor | - | - |
| Liquid assets | 5 163 | 7 434 |
| Cash and cash equivalents | 5 163 | 7 434 |
| Balance sheet balance on 30 June 2016 | ||||
|---|---|---|---|---|
| In thousands of euro | Non-current | Current | Issue currency |
Expiration |
| Zero-interest financing for innovation | 2 303 | 2 | EUR | 2021 |
| Accrued interest on debts | - | - | ||
| Bank overdrafts | - | - | ||
| Total | 2 303 | 2 |
All other debts and liabilities are due at less than one year.
| In thousands of euro | 30 June 2016 | 31 Dec 2015 |
|---|---|---|
| Taxation and social liabilities | 8 110 | 10 221 |
| Debts on fixed assets | 508 | 541 |
| Prepaid income | 657 | 952 |
| Other liabilities | 1 630 | 2 146 |
| Other current liabilities | 10 905 | 13 861 |
| In thousands of euro | Growth activities | activities | Traditional advertising | Total | ||
|---|---|---|---|---|---|---|
| H1 2016 | H1 2015 | H1 2016 | H1 2015 | H1 2016 | H1 2015 | |
| Sales | 13 222 | 6 437 | 15 193 | 26 179 | 28 415 | 32 616 |
| Gross profit | 6 642 | 3 583 | 6 512 | 2 294 | 13 154 | 5 877 |
| EBITDA (1) | 210 | 10 | 99 | -9 411 | 309 | -9 402 |
| Current operating profit | 53 | -90 | -646 | -10 301 | -593 | -10 391 |
| Operating profit | 22 | -5 138 | 752 | -19 864 | 774 | -25 003 |
| Financial result | -19 | -6 | -131 | -267 | -150 | -272 |
| Income Tax | -64 | -160 | -317 | -3 845 | -381 | -4 004 |
| Net income of the consolidated companies | -61 | -5 303 | 304 | -23 976 | 243 | -29 279 |
(1) Current operating profit before allowance and write off of amortization and accruals.
The growth activities correspond to the native and local advertising (or community advertising for Spanish speakers in the United States) including Admoove, LocalMedia, Himedia Sweden, Latam Digital Ventures 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 options allocated (before share consolidation of 9 July 2015) |
385 000 | 105 000 | 490 000 |
| Total number of options allocated (after share consolidation of 9 July 2015) |
25 667 | 7 000 | 32 667 |
| Number of options exercisable (1) | 9 916 | 4 307 | 14 223 |
| Number of options exercisable after adjustment resulting from the distribution of HiPay securities |
23 382 | 10 156 | 33 538 |
| Including number of options that could be acquired by authorized agents |
0 | 7 798 | 7 798 |
| Including number of optins that could be acquired by the ten leading employee |
14 815 | 0 | 14 815 |
| Beginning of exercise of the options | 31-janv.-14 | 27-aug.-14 | |
| Date of expiration | 31-janv.-22 | 27-aug.-22 | |
| Subscription price after adjustment resulting from the distribution of HiPay securities (in euros) (2) |
13,55 | 12,28 | |
| Number of options subscribed to on Jun. 30th, 2016 | 0 | 0 | 0 |
| Number of options cancelled during the period | 3 932 | 0 | 3 932 |
| Number of remaining options non subscribed | 23 382 | 10 156 | 33 538 |
(1) Options allocated after share consolidation 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, unless exemption.
(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).
The number of options and the weighted average of the exercise prices are as follows:
| 1st half of 2016 | 2015 | |||
|---|---|---|---|---|
| Weighted average exercise |
Weighted average exercise |
|||
| Options | price | Options | price | |
| Options in circulation at the opening | 37 470 | 13,21 | 20 624 | 29,10 |
| Options allocated during the period | - | - | - | - |
| Adjustments resulting from the distribution of HiPay Group | ||||
| securities | - | - | 21 579 | 9,71 |
| Options exercised during the period | - | - | 3 167 | 17,10 |
| Options cancelled during the period | 3 932 | 13,55 | 1 567 | 31,95 |
| Options in circulation at the close | 33 538 | 13,17 | 37 470 | 13,21 |
| Options that could be exercise at the close | 33 538 | 13,17 | 37 470 | 13,21 |
Pursuant to IFRS 2, the plans for allocation of free shares are valued on the basis of the HiMedia share price on the day of the meeting of the Board of Directors deciding on allocation of the said free shares.
| Plan n°28 | Total | |
|---|---|---|
| Meeting date | 06 May 14 | |
| Date of the Board of Directors' meeting | 07 Sep. 2015 | |
| Total number of shares allocated after reverse stock split of July 9, 2015) |
66 000 | 66 000 |
| Including the number of shares that can be subscribed to by the authorized agents |
- | |
| Including the number of shares that can be subscribed to by the leading ten employee allocated |
- | |
| Number of cancelled shares | 4 000 | 4 000 |
| Number of shares definitively allocated as at Dec. 31, 2015 | - | |
| Number of shares that can be definitively allocated | 62 000 | 62 000 |
| End of acquisition period | 07 Sep. 2018 | |
| End of retention period | 07 Sep. 2019 | |
| Share price on the date of the executive board meeting | 7,65 | |
| Non-transferability discount | Yes | |
| Fair value of the free share | 6,51 |
HiMedia has no commitment on June 30 th, 2016.
The lease signed on May 2nd 2014 concerning the premises housing of the French operations of the Group, which represents a commitment of €1.05 million per year (non-indexed) until June 30th, 2020.
Under the agreement signed on May 25th , 2011, a shareholder of Hi-midia Brasil has an option to buy Hi-Midia Brasil shares held by Hi-media SA.
In addition, HiMedia has a long-term lease for a portion of its computer population. This contract represents an annual rent (undiscounted) of €204k.
Some labor relations litigations have arisen with former employees disputing the legitimacy of their dismissals. The company has set aside the provisions it considers necessary in the light of its judgment of the justification for the plaintiffs' demands.
The Company has a disagreement with the President of Quantum and filed a complaint before the Commercial Court. Both parties strive to find the best way out of this dispute for the development of the company.
The affiliated parties of HiMedia 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 Board of Directors were paid for an amount of €161 thousand (against €218 thousand on June 30th, 2015) including €93 thousand of wages, €16 thousand of benefits and €52 thousand of expatriation expenses.
HiMedia SA invoices its subsidiaries for holding expenses as well as for trademark expenses, eliminated in the consolidated financial statements.
On May 2nd, 2016, HiMedia was part of a shareholder agreement whereby HiMedia acquired its own shares (288.545) from its shareholder BJ Invest (see Significant events of the period).
During the first half of 2016, no significant operation has been carried out with:
Under an agreement dated May 2, 2016 with the company BJ Invest, HiMedia sold 10% stake in the company HiPay Group SA (ie 495,497 shares) to BJ Invest SAS. This transaction took place partly in cash (300,723 shares HiPay Group SA for 3,118,497.51 euros) and partly by delivery as payment in kind of 288,545 shares previously held by HiMedia BJ Invest SAS.
As of May 9, 2016, HiMedia SA acquired 20% stake in its subsidiary Mobvious Italia from its founder individual and now owns 100% of the subsidiary.
None.
I hereby attest that to my best knowledge, the summary financial statements presented in the 2016 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 HiMedia SA
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