Quarterly Report • Sep 30, 2016
Quarterly Report
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ALTEN, French public limited company (Société Anonyme) with capital of €34,238,752.31 Registered Office: 40 Avenue André Morizet 92100 Boulogne Billancourt Listed in the Nanterre Trade and Companies Register under No. 348 607 417
| 2016 half-year financial report 3 | ||
|---|---|---|
| 1. | BUSINESS OVERVIEW3 | |
| 2. | FINANCIAL OVERVIEW3 | |
| 3. | RELATED-PARTY TRANSACTIONS 5 | |
| 4. | EVENTS SINCE 30 JUNE 2016 5 | |
| 5. | MAIN RISKS AND UNCERTAINTIES IN THE SECOND HALF OF 20165 | |
| 6. | OUTLOOK 5 |
| Half-year condensed consolidated financial statements 7 | |
|---|---|
| Statutory Auditors' report on the half-year financial statements 26 | |
| Declaration by the person in charge of the half-year financial report 27 |
Alten is the European leader in engineering and technology consulting. The Group carries out design and research projects for the Technical and Information Systems divisions of major customers in the industrial, telecommunications and service sectors.
Alten's business consists of three operating segments:
At the end of June 2016, Alten had 22,900 employees, of whom 88% are high-level engineering consultants.
Alten generates 48.6% of its business in France and 51.4% internationally, primarily in Europe.
The business environment showed overall improvement during the first half of the year.
All geographic regions experienced positive organic growth with the exception of Germany, which was negatively impacted by the integration of the finalised acquisitions and the automotive service transformation. Southern Europe and the US were particularly dynamic (growth in excess of 15%).
All business sectors are experiencing organic growth. The Energy sector is the only sector facing difficulties in Oil & Gas and Nuclear.
Alten continued its acquisitions policy, exclusively at the international level in this half-year period, to increase its market shares. Alten acquired five companies over the half-year, followed by two more at the beginning of the third quarter.
The half-year consolidated financial statements presented in this document were approved by the Board meeting of 20 September 2016.
Revenue stands at €870.5 million versus €764.2 million at 30 June 2015, i.e. a growth of 13.9%. At constant scope and exchange rates, business is up by 8.1%: +6.8% in France and +21.6% internationally.
The organic growth of the first half of the year has been bolstered by a favourable calendar effect during the second quarter. At a constant number of business days, organic growth would have been 5.95% (i.e. 2.35% in France and 9.8% internationally).
Operating profit on activity stands at €88.5 million, equivalent to 10.2% of revenue versus €67.1 million, equivalent to 8.8% of revenue at 30 June 2015. This amounts to a significant increase of 31.9%.
In France, the operating margin grew from 9.4% of revenue at end-June 2015 to 11.0% of revenue at end-June 2016. Internationally, the operating margin grew from 8.0% of revenue at 30 June 2015 to 9.4% at 30 June 2016.
The improvement in the business operating margin is primarily due to the calendar effect of the first half of the year. It is also the result of the improved profitability of the acquisitions completed in 2014 and 2015, as well as tight control over the selling, general and administrative expenses (SG&A).
Profit from ordinary activities stands at €88.5 million given the absence of payments in shares.
After factoring in the non-recurring profit of -€1.6 million corresponding to acquisitions fees (- €0.7 million), restructuring costs in Germany (-€0.5 million) and a provision for a tax adjustment in France (-€0.5 million), operating profit is €86.9 million, i.e. 10.0% of revenue. It was €64.8 million at 30 June 2015, i.e. 8.5% of revenue.
After factoring in the net financial expenses (-€2.6 million), the income tax expense (€25.8 million), the earnings of equity-accounted companies (+€2.4 million) and non-controlling interests (negligible), the net income, Group share totals €60.9 million, or 7.0% of revenue, an increase of 34.4% over the preceding year (€45.3 million at 30 June 2015).
The financial structure of the Alten Group is very robust.
Under assets, non-current assets represent 41.1% of the overall balance sheet (€1,288.8 million) primarily consisting of goodwill (29.5%), an increase of €49.4 million.
Current assets, excluding cash assets, consist primarily of receivables, which amount to 44.5% of the balance sheet. Under liabilities, the group has significant equity (€675.5 million), which represents 52.4% of the overall balance sheet.
Following the payment of €33.2 million in dividends, the net cash position stands at -€61.3 million. Its gearing (net debt/equity ratio) is 9.1 % and its net debt/operating profit on activity ratio is 0.7.
Alten is therefore in compliance with all its bank covenants.
During the first half of 2016, the Alten Group generated gross cash flow of €91.5 million, an increase of 32% over last year (€69.3 million). The latter figure was negatively impacted by the taxes paid (€23.6 million) and an increase in the working capital requirements of €56.8 million due to an unfavourable seasonality factor during the first half of the year, significant organic growth (>10%) achieved during the second quarter and an increase in the day sales outstanding (DSO) from 93 days at the end of December 2015 to 98 days at the end of June 2016.
The flows generated by business activity therefore total €11.1 million (i.e. 1.3% of revenue).
Cash flows on investments, totalling -€51.2 million, correspond primarily to the financing of:
Cash flows involving financing operations totalled +€36.8 million and consisted primarily of the payment of €33.2 million in dividends, mainly financed by the use of current financial liabilities (€73.5 million) and capital increases from the exercise of stock options (€0.5 million).
Consequently, the net change in cash position is -€3.4 million according to IFRS.
The net cash position at 30 June 2016 was -€61.3 million (-€17.5 million at 30 June 2015 and €17.4 million at 31 December 2015).
There were no related-party transactions in the first half of 2016.
On 1 July 2016, Alten Canada acquired a Canadian company specialising in IT consulting (revenue €6 million; 40 consultants).
On 28 July 2016, Anotech Energy USA acquired 100% of the share capital and voting rights of two US companies specialised in the Oil & Gas sector (revenue €13 million; 110 consultants).
The nature and severity of the risks facing the Alten Group remain unchanged from those presented on pages 113 to 118 of the 2015 Registration Document filed with the Autorité des Marchés Financiers (the French Financial Markets Authority) on 25 April 2016.
Among these, changes in the economic environment, and particularly their impact on the activity rate and organic growth, as well as the Group's ability to recruit, are the main factors likely to affect the course of business over the second half of the year.
Given the overall improvement in the economic environment, Alten will achieve higher positive organic growth for 2016 than for the previous year and will slightly improve its operating margin in relation to 2015.
Signed at Boulogne-Billancourt,
20 September 2016,
The Board of Directors
| 1. HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS | 7 | |
|---|---|---|
| 1.1 | CONSOLIDATED BALANCE SHEET | 8 |
| 1.2 | CONSOLIDATED INCOME STATEMENT | 9 |
| 1.3 | STATEMENT OF COMPREHENSIVE INCOME | 10 |
| 1.4 | CONSOLIDATED STATEMENT OF CASH FLOWS | 11 |
| 1.5 | STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY | 12 |
| 2. NOTES TO THE HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 13 | |
| 2.1 | SIGNIFICANT EVENTS DURING THE HALF-YEAR | 14 |
| 2.1.1 | Acquisitions | 14 |
| 2.1.2 | Dividends | 14 |
| 2.1.3 | Events after the reporting period | 14 |
| 2.2 | ACCOUNTING PRINCIPLES AND METHODS | 15 |
| 2.2.1 | Basis of preparation and accounting principles | 15 |
| 2.2.2 | Management estimates | 15 |
| 2.3 | Financial risk factors | 15 |
| 2.4 | CHANGES IN THE SCOPE OF CONSOLIDATION | 16 |
| 3. DETAILS OF THE CONSOLIDATED FINANCIAL STATEMENTS | 17 | |
| 3.1 | GOODWILL | 18 |
| 3.2 | FINANCIAL ASSETS | 18 |
| 3.3 | CURRENT ASSETS | 19 |
| 3.4 | EMPLOYEE PROVISIONS AND BENEFITS | 19 |
| 3.5 | FINANCIAL LIABILITIES | 20 |
| 3.6 | OTHER LIABILITIES | 21 |
| 3.7 | EMPLOYEE EXPENSES | 21 |
| 3.8 | OTHER OPERATING INCOME AND EXPENSES | 21 |
| 3.9 | NET FINANCIAL INCOME | 22 |
| 3.10 | INCOME TAXES | 22 |
| 3.11 OPERATING SEGMENT INFORMATION | 23 | |
| 3.12 | EARNINGS PER SHARE | 24 |
| 3.13 | CASH FLOW STATEMENT | 24 |
| 3.14 | CONTINGENT ASSETS AND LIABILITIES | 25 |
| 3.15 | RELATED PARTIES | 25 |
1. HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
| ASSETS (In thousands of euros) | Notes | 30/06/2016 | 31/12/2015 |
|---|---|---|---|
| Goodwill Intangible assets |
3.1 | 380 652 10 192 |
331 617 10 286 |
| Property, plant and equipment Equity interests in associates |
34 781 9 863 |
36 273 7 598 |
|
| Non-current financial assets Deferred tax assets |
3.2 3.10 |
82 185 12 115 |
81 311 13 317 |
| NON-CURRENT ASSETS | 529 787 | 480 402 | |
| Trade receivables | 3.3 | 573 431 | 499 378 |
| Other current assets Current tax assets |
3.3 | 44 917 53 854 |
44 159 46 797 |
| Cash and cash equivalents | 3.2 | 86 793 | 91 918 |
| CURRENT ASSETS | 758 995 | 682 253 | |
| TOTAL ASSETS | 1 288 782 | 1 162 655 |
| LIABILITIES (In thousands of euros) | Notes | 30/06/2016 | 31/12/2015 |
|---|---|---|---|
| Share capital Additional paid-in capital |
34 239 46 729 |
34 215 46 272 |
|
| Consolidated reserves | 533 634 | 461 286 | |
| Consolidated earnings | 60 872 | 106 262 | |
| EQUITY (group share) | 675 474 | 648 034 | |
| NON-CONTROLLING INTERESTS | 32 | 1 777 | |
| TOTAL EQUITY | 675 506 | 649 811 | |
| Employee benefits | 3.4 | 22 425 | 17 600 |
| Provisions | 3.4 | 2 291 | 2 914 |
| Non-current financial liabilities | 3.5 | 17 473 | 18 735 |
| Other non-current liabilities | 3.6 | 10 661 | 8 173 |
| Deferred tax liabilities | 3.10 | 1 378 | 1 995 |
| NON-CURRENT LIABILITIES | 54 229 | 49 417 | |
| Provisions | 3.4 | 7 270 | 6 860 |
| Current financial liabilities | 3.5 | 131 085 | 56 181 |
| Trade payables | 65 981 | 55 904 | |
| Other current liabilities | 3.6 | 348 162 | 339 757 |
| Current tax liabilities | 6 549 | 4 725 | |
| CURRENT LIABILITIES | 559 048 | 463 427 | |
| TOTAL LIABILITIES | 1 288 782 | 1 162 655 |
| (In thousands of euros) | Notes | 30/06/2016 | 30/06/2015 |
|---|---|---|---|
| REVENUE | 3.11 | 870 482 | 764 174 |
| Purchases consumed Employee expenses External charges Other taxes and levies Depreciation and amortisation Other operating expenses Other operating income |
3.7 | (83 100) (610 239) (77 841) (5 378) (5 713) (1 358) 1 605 |
(61 914) (552 939) (73 722) (4 968) (5 615) (1 652) 3 695 |
| OPERATING PROFIT ON ACTIVITY | 88 458 | 67 058 | |
| Share-based payments | 0 | 135 | |
| PROFIT FROM ORDINARY ACTIVITIES | 88 458 | 67 193 | |
| Non-current operating expenses Non-current operating income Income from asset disposals Impairment of goodwill |
3.8 3.8 |
(2 119) 560 0 0 |
(3 184) 759 0 0 |
| OPERATING PROFIT | 86 900 | 64 768 | |
| Net borrowing costs Other financial expenses Other financial income Income tax expense |
3.9 3.9 3.9 3.10 |
(505) (4 492) 2 395 (25 798) |
(410) (4 309) 7 296 (22 294) |
| EARNINGS OF CONSOLIDATED ENTITIES | 58 500 | 45 052 | |
| Earnings from associates | 2 456 | 343 | |
| NET OVERALL EARNINGS | 60 956 | 45 395 | |
| Including: | |||
| Non-controlling interests | 84 | 116 | |
| Attributable to owners of the Company | 60 872 | 45 279 | |
| Earnings per share in euros (Group share) Diluted earnings per share in euros (Group share) |
3.12 3.12 |
1,83 1,83 |
1,37 1,37 |
| (In thousands of euros) | Notes | 30/06/2016 | 30/06/2015 |
|---|---|---|---|
| Net income, Group share Net income, non-controlling interests' share |
60 872 84 |
45 279 116 |
|
| Consolidated net earnings | 60 956 | 45 395 | |
| Change in fair value of sellable financial assets (net of income tax) Translation adjustments |
3.2 | 3 365 (1 382) |
462 4 484 |
| Income and expenses recognised directly in equity and transferable to profit or loss |
1 983 | 4 946 | |
| Actuarial differences on employee benefits (net of income tax) | (1 876) | 0 | |
| Items recognised directly in equity and not transferable to profit or loss | (1 876) | 0 | |
| TOTAL INCOME FOR THE PERIOD | 61 063 | 50 341 |
|---|---|---|
| Including: | ||
| Attributable to owners of the Company | 60 991 | 50 228 |
| Non-controlling interests | 72 | 113 |
| (In thousands of euros) | Notes | 30/06/2016 | 30/06/2015 |
|---|---|---|---|
| Consolidated net earnings | 60 956 | 45 395 | |
| Earnings from associates | (2 456) | (343) | |
| Depreciation, provisions and other calculated expenses | 3.13 | 6 688 | 3 463 |
| Share-based payments | 0 | (135) | |
| Income tax expense | 3.10 | 25 798 | 22 294 |
| Capital gains or losses from disposals | 123 | (1 728) | |
| Net borrowing costs | 3.9 | 505 | 410 |
| Financial cost on update and provisions | (71) | (67) | |
| Gross cash flow before borrowing costs and tax | 91 542 | 69 288 | |
| Taxes paid | 3.13 | (23 596) | (20 243) |
| Change in working capital requirements | 3.13 | (56 835) | (20 451) |
| Net cash flow from operating activities | 11 111 | 28 594 | |
| Acquisitions of tangible and intangible assets | (5 494) | (5 465) | |
| Acquisitions of financial assets | (1 128) | (1 386) | |
| Impact of changes in scope and earn-outs | 3.13 | (45 387) | (22 881) |
| Disposals of tangible and intangible assets | 210 | 6 4 |
|
| Reductions in financial assets | 577 | 2 697 | |
| Net cash flow from investing activities | (51 222) | (26 972) | |
| Net financial interest paid | (704) | (971) | |
| Dividends paid to shareholders | (33 224) | (33 160) | |
| Capital increase | 3.13 | 481 | 773 |
| Acquisitions and disposals of treasury shares | 9 6 |
(281) | |
| Changes in non-current financial liabilities | (3 436) | (1 728) | |
| Changes in current financial liabilities | 3.5 | 73 502 | 22 585 |
| Net cash flow from financing activities | 36 716 | (12 783) | |
| Change in cash position | (3 395) | (11 160) | |
| Impact of exchange rate variations | (1 730) | 180 | |
| Cash at beginning of period | 91 918 | 70 467 | |
| Cash at end of period | 86 793 | 59 487 |
In accordance with IAS 7 identifying bank borrowings and loans with financing activities, the table above shows the change in positive cash flow items.
The Group's net cash position/(net indebtedness) breaks down as follows:
| (In thousands of euros) | 30/06/2016 | 30/06/2015 | |
|---|---|---|---|
| Cash at end of period | 3.2 | 86 793 | 59 487 |
| + Bank loans and related debt | 3.5 | (130 968) | (57 262) |
| + Bank overdrafts | (17 098) | (19 766) | |
| = Net cash position/(Net indebtedness) | (61 273) | (17 541) |
| At 31 December 2015 | 33 195 228 33 662 625 | 34 214 | 46 272 | 466 308 | (9 102) | 4 079 | 106 262 | 648 034 | |
|---|---|---|---|---|---|---|---|---|---|
| 2015 allocation of earnings | 106 262 | (106 262) | 0 | ||||||
| Capital increase | 23 700 | 23 700 | 24 | 457 | 481 | ||||
| Dividends paid to shareholders | (33 224) | (33 224) | |||||||
| Other variations | (906) | (906) | |||||||
| Treasury shares | 1 609 | 96 | 96 | ||||||
| Share-based payments | 0 | 0 | |||||||
| Transactions with shareholders | 33 220 537 33 686 325 | 34 238 | 46 729 | 538 441 | (9 006) | 4 079 | 0 | 614 482 | |
| Total income for the period | 1 489 | (1 370) | 60 872 | 60 991 | |||||
| At 30 June 2016 | 33 220 537 33 686 325 | 34 238 | 46 729 | 539 930 | (9 006) | 2 709 | 60 872 | 675 474 |
At 30 June 2015 33 155 908 33 628 775 34 181 45 714 457 476 (9 252) 4 914 45 279 578 311
(1) Capital increases associated with the exercise of stock options
Variation in equity capital, non-controlling interests
| (In thousands of euros) | Reserves | Translation reserve |
Earnings | Shareholders ' equity |
|---|---|---|---|---|
| At 31 December 2014 (published) | 1 062 | (4) | 218 | 1 276 |
| Change of IFRIC 21 method | 4 | 1 , |
5 | |
| At 31 December 2014 (restated) | 1 066 | (4) | 220 | 1 281 |
| 2014 allocation of earnings Change in scope Capital increase Total income for the period |
220 (12) |
(3) | (220) 116 |
0 (12) 0 113 |
| At 30 June 2015 | 1 273 | (7) | 116 | 1 381 |
| At 31 December 2015 | 1 304 | (9) | 482 | 1 777 |
|---|---|---|---|---|
| 2015 allocation of earnings | 482 | (482) | 0 | |
| Change in scope | (1 817) | (1 817) | ||
| Capital increase | 0 | |||
| Total income for the period | (11) | 84 | 72 | |
| At 30 June 2016 | (31) | (21) | 84 | 32 |
On 25 January 2016, Alten Italia acquired 100% of the securities of Nexse, an Italian company specialising in software engineering.
On 4 February 2016, Alten USA acquired all securities and voting rights of the American company Cresttek LLC, itself the owner of 99.98% of an Indian company, Cresttek Engineering Solutions Private Ltd. These companies specialise in the automotive field.
On 2 March 2016, Calsoft Labs USA acquired 100% of a group of three companies specialising in life and health sciences in the United States: PVR Technologies Inc., Sirilan Corporation and Statminds LLC.
On 7 March 2016, the Group acquired the activities of the Technological Software Business division of the Indian group ASM located in three countries (India, USA and Singapore).
On 11 April 2016, Alten Europe acquired 100% of the German company IST Gmbh (IST Innovative Software Technologie GmbH), a specialist in the ETC market.
The revenue of the acquired companies, indicated above, are the latest known corporate figures presented on an annual basis.
During the first half of the year, €33.2 million in dividends were paid to Alten SA shareholders for the financial year ended 31 December 2015.
The Group made several acquisitions at the beginning of the second half of 2016:
The condensed consolidated financial statements of 30 June 2016 were prepared in accordance with IAS 34 "Interim Financial Reporting", as published by the IASB (International Accounting Standards Board) and adopted by the European Union (EU), which allows for the presentation of a number of appended notes. These interim financial statements do not include all the required information and the consolidated financial statements for the period ended 31 December 2015 (included in the 2015 Registration Document) are to be used as a reference while reviewing them. The 2015 consolidated financial statements included in the issuer's 2015 Registration Document are also available on its website page dedicated to financial statements: http://www.alten.com/investors.
The financial statements presented in this document were approved by the Board meeting of 20 September 2016. They are presented in thousands of euros unless otherwise indicated.
The accounting principles and calculation methods used to prepare the condensed consolidated financial statements at 30 June 2016 are identical to those used for the consolidated financial statements at 31 December 2015. The other standards, amendments or interpretations published or applicable at 1 January 2016 have not resulted in any changes in the half-year condensed consolidated financial statements of 30 June 2016. Moreover, the Group did not apply in advance the latest standards, amendments or interpretations published by the IASB and adopted at European level but whose application was not mandatory at 1 January 2016.
The preparation of financial statements in accordance with IFRS standards requires that certain estimates and assumptions be made which may affect the amounts shown in these financial statements. These estimates and assessments are continuously made on the basis of past experience and other factors considered reasonable.
The main estimates provided by Management in the preparation of the consolidated statements are presented on page 201 of the 2015 Registration Document.
The financial risk factors noted in the 31 December 2015 consolidated financial statements remain essentially unchanged.
| Company name | Basis of consolidation (*) |
% interest | % control | Country of operation |
|---|---|---|---|---|
| HOTSWAP | FC | 100,00 | 100,00 | Sweden |
| NEXSE | FC | 100,00 | 100,00 | Italy |
| NEXSE TECHNOLOGY | FC | 100,00 | 100,00 | Italy |
| WLAB | FC | 100,00 | 100,00 | Italy |
| CRESTTEK LLC | FC | 100,00 | 100,00 | USA |
| CRESTTEK ENGINEERING SOLUTIONS PRIVATE LTD | FC | 100,00 | 100,00 | India |
| PVR TECHNOLOGIES INC | FC | 100,00 | 100,00 | USA |
| SIRILAN CORPORATION | FC | 100,00 | 100,00 | USA |
| STATMINDS LLC | FC | 100,00 | 100,00 | USA |
| ASM ENTREPRISE SOLUTIONS | FC | 100,00 | 100,00 | India |
| ABACUS BUSINESS SOLUTIONS | FC | 100,00 | 100,00 | USA |
| CALSOFT LABS SINGAPORE | FC | 100,00 | 100,00 | Singapore |
| IST GMBH | FC | 100,00 | 100,00 | Germany |
Over the first half of the year, the Group has continued to streamline its legal structure by merging several entities in France, Germany, Belgium, Canada and the Netherlands.
The company Quasus BV, which has no activities and is undergoing liquidation, was excluded from the consolidation scope during the first half of the year.
During the period, the Group purchased all the minority stakes of several companies already fully consolidated (Itkena Polska and Aptech in particular).
Goodwill, allocated by country, is broken down as follows:
| (In thousands of euros) | France | UK | Belgium | The Netherlands |
Spain | Germany | Italy | Scandinavia | North America |
Offshore and Asia |
Nearshore | Other | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/2015 | 112 026 | 4 236 | 12 690 | 21 097 | 19 991 | 57 671 | 12 949 | 40 503 | 40 371 | 6 015 | 3 898 | 169 | 331 617 | |
| Acquisitions Disposals |
7 376 | 6 322 | 3 364 | 24 100 | 5 363 | 46 526 0 |
||||||||
| Earn-out adjustments Translation adjustments Other |
1 181 | (7) | 1 773 120 |
(81) (35) |
(345) | (97) | 1 685 (478) 1 301 |
|||||||
| Reclassifications | 0 | |||||||||||||
| Impairments | 0 | |||||||||||||
| 30/06/2016 | 113 208 | 4 236 | 12 684 | 21 097 | 19 991 | 66 940 | 19 271 | 43 751 | 64 126 | 11 281 | 3 898 | 169 | 380 652 |
For the first half of 2016, changes in goodwill were due to:
The Group performs value tests on an annual basis or when loss of value indicators emerge. The tests performed on 30 June 2016 for the assets of the CGUs showing signs of value loss demonstrate that their recoverable value is higher than their net accounting value. As a result, no impairment representing a loss in value was recorded at 30 June 2016.
The discount rate (WACC) of the country and the perpetual growth rate used at 30 June 2016 are identical to those of 31 December 2015 in the absence of any significant changes in the factors making up these rates.
| Carrying amount according to IAS 39 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) | Note | Amortised cost | Fair value through shareholders' equity |
Fair value through earnings |
30/06/2016 | 31/12/2015 | Level 1 | Level 2 | Level 3 | |
| Assets | ||||||||||
| NON-CURRENT FINANCIAL ASSETS: | 42 157 | 40 028 | 82 185 | 81 311 | 25 786 | 0 | 14 242 | |||
| - Securities held for sale | 40 028 | 40 028 | 40 195 | 25 786 | 0 | 14 242 | ||||
| - Deposits and guarantees | 7 736 | 7 736 | 7 584 | |||||||
| - Other long-term assets (loans and receivables) | 34 420 | 34 420 | 33 532 | |||||||
| Trade receivables | 3.4 | 573 431 | 573 431 | 499 378 | ||||||
| Other current assets * | 3.4 | 4 788 | 4 788 | 6 057 | ||||||
| Cash and cash equivalents | 86 793 | 86 793 | 91 918 | 86 793 |
* excluding tax and social security receivables and prepaid expenses.
Securities held for sale include the following:
| Entity | % Interest | Fair value 31/12/2015 |
Acquisition (disposal) |
Change in fair value |
Fair value 30/06/2016 |
Fair value hierarchical level |
Data used |
|---|---|---|---|---|---|---|---|
| AUSY(1) | 8,70% | 22 672 | 3 115 | 25 786 | 1 | Share price | |
| FCP XANGE | 2 871 | 113 | 250 | 3 233 | 3 | Net asset value | |
| PHINERGY LTD | 12,83% | 8 391 | 8 391 | 3 | |||
| MISCELLANEOUS(2) | 6 262 | (3 644) | 2 617 | 3 | |||
| Total | 40 195 | (3 532) | 3 365 | 40 028 |
(1) The increase in the fair value of the AUSY securities resulted from the adjustment in the share price following the announcement of the Public Purchase Offer by Randstadt France.
(2) The decrease in the period resulted mainly from the consolidation at 1 January 2016 of Hotswap, a company acquired in 2015. (See Note 3.1)
| (In thousands of euros) | 30/06/2016 | 31/12/2015 |
|---|---|---|
| TRADE RECEIVABLES | ||
| Gross value | 578 274 | 503 979 |
| Impairments | (4 843) | (4 600) |
| Total | 573 431 | 499 378 |
| OTHER CURRENT ASSETS | ||
| Inventory | 73 | 147 |
| Social security receivables | 4 193 | 3 192 |
| Tax receivables | 23 439 | 25 014 |
| Other receivables | 5 326 | 6 555 |
| Impairment of other receivables | (611) | (644) |
| Prepaid expenses | 12 496 | 9 896 |
| Total | 44 917 | 44 159 |
The following table shows the breakdown of the portfolio of trade receivables based on age:
| 30/06/2016 | 31/12/2015 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands | Less than 6 | 6 months to | More than | Less than 6 | 6 months to | More than | ||||
| of euros) | Unmatured | months | one year | one year | Balance | Unmatured | months | one year | one year | Balance |
| TRADE RECEIVABLES | ||||||||||
| Gross value | 493 642 | 71 359 | 9 603 | 3 671 | 578 274 | 419 225 | 76 056 | 4 566 | 4 131 | 503 979 |
| Provisions | (870) | (493) | (3 480) | (4 843) | (375) | (468) | (3 756) | (4 600) | ||
| Net values | 493 642 | 70 489 | 9 110 | 191 | 573 431 | 419 225 | 75 681 | 4 098 | 375 | 499 378 |
Based on experience and considering its policy for recovering trade receivables, the Group feels that the level of depreciation for the financial year is appropriate to the risks involved.
| (In thousands of euros) | Corporate | Commercial | Miscellaneo | TOTAL |
|---|---|---|---|---|
| disputes(1) | disputes | us risks | ||
| At 31/12/2015 | 4 131 | 60 | 5 584 | 9 774 |
| Change in scope | 40 | 40 | ||
| Exchange rate variations | 1 | 1 | (11) | (9) |
| Provisions for the financial year | 481 | 10 | 499 | 989 |
| Reversals (provisions used) | (528) | (406) | (934) | |
| Reversals (provisions not used) | (197) | (18) | (84) | (299) |
| At 30/06/2016 | 3 887 | 93 | 5 581 | 9 561 |
| Including current provisions | 2 774 | 52 | 4 444 | 7 270 |
| Including non-current provisions | 1 113 | 40 | 1 137 | 2 291 |
(1) Corporate disputes are individually insignificant
Employee benefits mainly consist of end-of-career commitments. These commitments were determined at end-June 2016 based on the same actuarial assumptions as those used at 31 December 2015, with the exception of the discount rate, which was dropped to 1.5% (versus 2.4% at 31 December 2015).
| (In thousands of euros) | Retirement |
|---|---|
| benefits | |
| At 31/12/2015 | 17 600 |
| Change in scope | 421 |
| Cost of services provided | 1 428 |
| Interest expenses | 196 |
| Actuarial gains and losses | 2 814 |
| Paid services | -34 |
| At 30/06/2016 | 22 425 |
The sensitivity analysis presented below shows the total amount of the commitment in relation to a change in the discount rate of plus or minus 0.5 point:
| Discount rate | -0.5 point | 1,50% | +0.5 point |
|---|---|---|---|
| Total commitment (in thousands of euros) | 24 833 | 22 425 | 20 311 |
| (In thousands of euros) | 31/12/2015 | Inc | Repayment | Change in scope |
Other (translation adjustments, reclassification s) |
30/06/2016 | Current | Non current |
|---|---|---|---|---|---|---|---|---|
| Bank loans and related debt | 50 834 | 82 990 | (5 577) | 2 826 | (105) | 130 968 | 113 765 | 17 204 |
| Bank loans | 38 261 | 82 345 | (1 823) | 174 | (66) | 118 891 | 111 975 | 6 917 |
| Other loans and related debt | 12 573 | 645 | (3 754) | 2 652 | (39) | 12 077 | 1 790 | 10 287 |
| Bank overdrafts | 23 694 | (7 221) | 635 | (11) | 17 097 | 17 098 | ||
| Deposits and guarantees received | 162 | (126) | 284 | -50 | 270 | 270 | ||
| Other financial liabilities | 226 | 20 | (19) | -3 | 224 | 223 | ||
| Total | 74 916 | 83 009 | (12 943) | 3 745 | (169) | 148 558 | 131 085 | 17 473 |
| (In thousands of euros) | 30/06/2016 | EUR | USD | GBP | CAD | Fixed rate |
Variable rate |
|---|---|---|---|---|---|---|---|
| Bank loans | 118 891 | 113 099 | 1 803 | 1 559 | 2 429 | 4 795 | 114 096 |
At 30 June 2016, this item consists of:
A senior debt (resulting from the 2015 purchase of a company in France) in the amount of €1.0 million at 30 June 2016 following the repayment of €1.6 million over the period;
Other mid- and long-term loans denominated in foreign currencies amounting to €5.8 million.
At 30 June 2016, the other loans and related debt consisted of the liability on the property lease of €9.9 million acquired during the purchase of a company in France in 2015.
| (In thousands of euros) | 31/12/2015 | Change | Change in scope |
Other (translation adjustments, reclassificati ons) |
30/06/2016 | Current | Non current |
|---|---|---|---|---|---|---|---|
| Earn-outs (1) | 27 485 | (15 636) | 21 328 | (185) | 32 993 | 26 211 | 6 782 |
| Social security debt | 160 253 | 11 887 | 3 198 | (1 223) | 174 114 | 170 235 | 3 879 |
| Tax liabilities | 97 941 | (6 756) | 1 292 | (336) | 92 142 | 92 142 | |
| Deferred income | 26 929 | (1 278) | 325 | (55) | 25 921 | 25 921 | |
| Other liabilities | 35 321 | (5 386) | 1 989 | 1 730 | 33 654 | 33 653 | |
| Total | 347 930 | (17 170) | 28 132 | (69) | 358 824 | 348 162 | 10 661 |
(1) The counterparty for earn-outs on companies acquired is in goodwill.
| (In thousands of euros) | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Salaries and benefits | (594 535) | (540 207) |
| Corporate disputes | 244 | 790 |
| Retirement benefits | (1 394) | (1 115) |
| Taxes levied on wages | (11 328) | (10 767) |
| Employee profit sharing | (3 225) | (1 639) |
| Total | (610 239) | (552 939) |
| (In thousands of euros) | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Restructuring costs | (466) | (2 370) |
| Costs associated with the acquisition of new companies | (748) | (773) |
| Social security and tax adjustments | (496) | 326 |
| Other | 151 | 392 |
| Total earnings | (1 559) | (2 425) |
| Including non-current operating expenses | (2 119) | (3 184) |
| Including non-current operating income | 560 | 759 |
Other operating income and expenses primarily consist of restructuring costs associated with the latest acquisitions, particularly in Germany (-€0.5 million), costs associated with the acquisition of new companies (-€0.7 million) and a provision due to the notification of a tax adjustment in France (€0.5 million).
| (In thousands of euros) | 30/06/2016 30/06/2015 | |
|---|---|---|
| Bank interest charges | (587) | (318) |
| Interest on lease-financing agreements | (207) | (215) |
| Gross borrowing costs | (794) | (533) |
| Income from receivables and investments | 289 | 123 |
| Income from the disposal of marketable securities | 0 | 0 |
| Net borrowing costs | (505) | (410) |
| Foreign exchange losses | (3 898) | (3 289) |
| Other financial expenses | (398) | (649) |
| Discounted financial expenses | (196) | (257) |
| Financial provisions | 0 | (114) |
| Other financial expenses | (4 492) | (4 309) |
| Foreign exchange gains | 1 812 | 4 575 |
| Other financial income | 511 | 2 654 |
| Financial income as a result of discount | 71 | 50 |
| Reversal of financial provisions | 0 | 17 |
| Other financial income | 2 395 | 7 296 |
| Other net financial income and expenses | (2 097) | 2 987 |
| NET FINANCIAL INCOME (EXPENSES) | (2 602) | 2 578 |
| (In thousands of euros) | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Net earnings: Group and minority interests | 60 956 | 45 395 |
| Earnings of equity-accounted companies | (2 456) | (343) |
| Stock options | 0 | (135) |
| Income tax expense | 25 798 | 22 294 |
| Pre-tax earnings | 84 297 | 67 211 |
| Tax rate of the consolidating company | 34,43% | 34,43% |
| Theoretical income tax expense | 29 026 | 23 143 |
| Special 3% tax on dividends paid | 1 027 | 995 |
| Additional contribution 10.7% | 0 | 788 |
| Difference in tax rate versus foreign companies | (3 325) | (2 949) |
| Miscellaneous tax credits | (5 419) | (5 214) |
| Unactivated deferred tax assets | 469 | 1 470 |
| CVAE (value added tax) reclassification | 3 674 | 3 367 |
| Other permanent differences | 347 | 695 |
| Tax expense recognised | 25 798 | 22 294 |
| Effective income tax rate | 30,60% | 33,17% |
| Including deferred taxes | 1 789 | (2 181) |
| Including income tax payable | 24 008 | 24 475 |
| Total | 25 798 | 22 294 |
Deferred tax receivables and liabilities consist of:
| (In thousands of euros) | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Employee profit-sharing | 1 056 | 557 |
| Retirement benefits | 7 475 | 5 663 |
| Other timing differences | (575) | 1 415 |
| Tax-loss carry-forwards | 2 780 | 5 137 |
| Total deferred taxes | 10 736 | 12 772 |
| Including: | ||
|---|---|---|
| Deferred tax assets | 12 115 | 14 661 |
| Deferred tax liabilities | (1 378) | (1 889) |
The amount of non-activated deferred taxes for tax-loss carry-forwards amounted to €3.2 million (€10.8 million basis) at 30 June 2016.
In compliance with standard IFRS 8 – Operational Sectors -, the financial information published hereinafter is the information used by the main operational decision-maker (the CEO) to assess the performance of business segments.
| 30/06/2016 | 30/06/2015 | |||||
|---|---|---|---|---|---|---|
| (In thousands of euros) | France | Abroad | TOTAL | France | Abroad | TOTAL |
| Net revenue | 422 802 | 447 680 | 870 482 | 396 018 | 368 155 | 764 174 |
| Operating profit on activity | 46 335 | 42 123 | 88 458 | 37 422 | 29 636 | 67 059 |
| Rate of operating profit on activity/revenue for the segment 11,0% | 9,4% | 10,2% | 9,4% | 8,0% | 8,8% | |
| Profit from ordinary activities | 46 335 | 42 123 | 88 458 | 37 557 | 29 636 | 67 194 |
| Operating profit | 45 871 | 41 028 | 86 900 | 36 826 | 27 942 | 64 768 |
| Net financial income | (357) | (2 245) | (2 602) | 1 577 | 1 001 | 2 578 |
| Income tax expense | (14 773) | (11 025) | (25 798) | (13 355) | (8 939) | (22 294) |
| Earnings of consolidated entities | 30 741 | 27 758 | 58 500 | 25 049 | 20 003 | 45 052 |
| NET OVERALL EARNINGS | 33 078 | 27 878 | 60 956 | 25 381 | 20 014 | 45 395 |
| 30/06/2016 | 30/06/2015 | |||||
|---|---|---|---|---|---|---|
| (In thousands of euros) | France | Abroad | TOTAL | France | Abroad | TOTAL |
| Goodwill | 113 208 | 267 444 | 380 652 | 97 119 | 196 412 | 293 530 |
| Impairment over the financial year | 0 | 0 | ||||
| Equity-accounted investments | 8 355 | 1 508 | 9 863 | 3 939 | 48 | 3 987 |
| Workforce at Year End | 10 485 | 12 435 | 22 920 | 9 820 | 9 700 | 19 520 |
| Cash at end of period | 14 545 | 72 248 | 86 793 | 15 979 | 43 507 | 59 487 |
| Financial liabilities | 139 404 | 9 155 | 148 559 | 73 307 | 4 260 | 77 567 |
| Net investments for the period | 4 077 | 47 145 | 51 222 | 9 221 | 17 751 | 26 972 |
For the first half of 2016, the acquired companies contributed €22.1 million to revenue.
| (In thousands of euros) | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Earnings | 60 872 | 45 279 |
| Weighted average number of shares | 33 215 391 | 33 143 162 |
| Earnings per share | 1,83 | 1,37 |
| (In thousands of euros) | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Earnings | 60 872 | 45 279 |
| Effect of dilutions | 0 | 0 |
| Diluted earnings | 60 872 | 45 279 |
| Weighted average number of shares | 33 215 391 | 33 143 162 |
| Effect of dilutions | 4 151 | 27 627 |
| Weighted average number of shares after potential dilution | 33 219 542 | 33 170 789 |
| Diluted earnings per share | 1,83 | 1,37 |
| CHANGES IN DEPRECIATION, AMORTISATION AND PROVISIONS NET OF REVERSALS |
30/06/2016 | 30/06/2015 |
|---|---|---|
| Amortisation of intangible assets | 1 252 | 1 285 |
| Depreciation of property, plant and equipment | 4 239 | 3 907 |
| Provisions for risks and expenses | 1 347 | (1 729) |
| Other income and calculated expenses | (151) | 0 |
| Total | 6 688 | 3 463 |
| Breakdown of taxes paid | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Repayments received | 1 669 | 4 272 |
| Payments made | (25 265) | (24 515) |
| Total | (23 596) | (20 243) |
| Breakdown of cash flows on working capital requirements | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Changes in net WCR - customers | (63 563) | (22 090) |
| Changes in net WCR - suppliers | 526 | (1 824) |
| Changes in net WCR – other receivables and operating payables | 6 201 | 3 464 |
| Total | (56 835) | (20 451) |
| Impact of changes in scope and earn-outs | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Acquisitions of consolidated subsidiaries | (34 094) | (24 305) |
| Cash from new consolidated subsidiaries | 5 997 | 7 683 |
| Cash from deconsolidated subsidiaries | (33) | (11) |
| Earn-out payments | (17 256) | (6 248) |
| Total | (45 387) | (22 881) |
| Capital increase | 30/06/2016 | 30/06/2015 |
|---|---|---|
| Stock options exercised | 481 | 773 |
| Total | 481 | 773 |
A dispute over adjustments made by URSSAF (for €14.8 million) was initiated by Group companies. No assets have been recognised in the financial statements in respect of these disputes pending court decisions.
The Group has an ongoing dispute with a minority ex-associate of one of its subsidiaries. The total amount of the plaintiff's claim, disputed by ALTEN, is approximately €2 million. The maturity date is undefined.
Over the first half of 2016, there were no significant changes to the remunerations reported at 31 December 2015.
Over the first half of 2016, there were no significant changes to the information presented at 31 December 2015.
Excluding the increase in banking guarantees and pledges received as debt guarantees on the acquisitions made over the period in the amount of €3.4 million, no other significant changes in other commitments occurred during the first half of 2016 as compared to those published at 31 December 2015.
To the Shareholders,
In compliance with the assignment entrusted to us by your Shareholders' Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:
These 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 of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements do not give a true and fair view of the assets and liabilities and of the financial position of the Group as at June 30, 2016 and of the results of its operations for the period then ended in accordance with IAS 34 standard of the IFRSs as adopted by the European Union.
We have also verified the information presented in the half-yearly management report on the half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the half-yearly condensed consolidated financial statements.
Paris La Défense, on September 21, 2016
| KPMG Audit IS | Grant Thornton | ||
|---|---|---|---|
| French Member Firm of Grant Thornton International |
|||
| Jean-Pierre Valensi | Vincent Frambourt | ||
| Partner | Partner |
"I declare, to the best of my knowledge, that the half-year condensed financial statements have been compiled in accordance with the applicable accounting standards and provide an accurate picture of the assets, financial position and results of the Company and all its subsidiaries, and that the half-year financial report provides a fair view of the significant events that occurred during the first six months of the financial year, their impact on the statements, and the main uncertainties for the remaining six months of the financial year."
21 September 2016.
Mr Simon Azoulay Chairman and Chief Executive Officer
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