Quarterly Report • Sep 21, 2023
Quarterly Report
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| HALF-YEAR ACTIVITY REPORT 3 | |
|---|---|
| KEY FIGURES AS OF JUNE 30, 2023 (IN MILLIONS OF EUROS) 4 | |
| HIGHLIGHTS IN THE FIRST HALF OF 2023 5 | |
| CHANGE IN GROUPE SALES6 | |
| GROUPE FINANCIAL POSITION7 | |
| SUBSEQUENT EVENTS9 | |
| OUTLOOK10 | |
| MAIN RISKS AND UNCERTAINTIES 10 | |
| RELATED PARTY TRANSACTIONS10 | |
| HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30,2023 11 | |
| CONSOLIDATED FINANCIAL STATEMENTS12 | |
| CONSOLIDATED INCOME STATEMENT12 | |
| STATEMENT OF COMPREHENSIVE INCOME13 | |
| CONSOLIDATED BALANCE SHEET 14 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS 15 | |
| STATEMENT OF CHANGES IN SHARELHOLDERS' EQUITY AT JUNE 30,2022 16 | |
| STATEMENT OF CHANGES IN SHARELHOLDERS' EQUITY AT JUNE 30,2023 16 | |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS17 | |
| STATUTORY AUDITORS' REVIEW REPORT ON THE 2023 HALF-YEAR FINANCIAL INFORMATION 38 | |
| DECLARATION BY THE PERSON RESPONSIBLE 40 |
This half-year financial report is for the six months ended June 30, 2023, and was prepared in line with the Articles L451-1-2 III of the French Monetary and Financial Code and 222-4 and seq. of the AMF Regulations.
It was published in line with the Article 221-3 of the AMF Regulations. It is available on the Company's website: www.boironfinance.com (http://www.boironfinance.fr/en/Shareholders-and-investors-area/Financial-information/Regulated-information/Annual-and-half-yearreports).
● 23 subsidiaries (Europe (13), Americas (4), Africa (1), Asia (3), the overseas departments and territories (2)),
● Present in 50 countries.
New products were also added to the trauma and anti-mosquito ranges this quarter:
| st quarter Variation at |
nd quarter 2 |
Variation at | st 1 |
half-year Variation at |
Variation at | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Sales | current | current | current | constant | ||||||
| (in thousand of euros) | 2023 | 2022 | exchange | 2023 | 2022 | exchange | 2023 | 2022 | exchange | exchange |
| rates | rates | rates | rates | |||||||
| 2023/2022 | 2023/2022 | 2023/2022 | 2023/2022 | |||||||
| France | 54,580 | 77,055 | -29.2% | 52,277 | 54,283 | -3.7% | 106,857 | 131,338 | -18.6% | -18.6% |
| Europe (excluding France) | 39,220 | 34,476 | +13.8% | 23,656 | 26,228 | -9.8% | 62,877 | 60,704 | +3.6% | +3.1% |
| North America | 33,279 | 28,944 | +15.0% | 24,148 | 23,282 | +3.7% | 57,427 | 52,227 | +10.0% | +9.5% |
| Other countries | 5,220 | 5,305 | -1.6% | 7,504 | 7,189 | +4.4% | 12,724 | 12,494 | +1.8% | +1.2% |
| Group total | 132,299 | 145,780 | -9.2% | 107,585 | 110,982 | -3.1% | 239,884 | 256,762 | -6.6% | -6.8% |
| Homeopathic specialties | Other health products | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Variation at | Variation at | Variation at | |||||||
| Sales (in thousand of euros) |
current | current | current | ||||||
| 2023 | 2022 | exchange | 2023 | 2022 | exchange | 2023 | 2022 | exchange | |
| rates | rates | rates | |||||||
| 2023/2022 | 2023/2022 | 2023/2022 | |||||||
| GROUPE BOIRON | 87,466 | 88,876 | - 1.6% | 136,970 | 121,916 | + 12.3% | 15,449 | 45,970 | - 66.4% |
| France (1) | 52,979 | 58,063 | - 8.8% | 47,329 | 41,665 | + 13.6% | 6,549 | 31,610 | - 79.3% |
| Europe (excluding France) | 16,220 | 16,395 | - 1.1% | 41,222 | 34,274 | + 20.3% | 5,435 | 10,035 | - 45.8% |
| North America | 17,100 | 13,242 | + 29.1% | 39,173 | 37,784 | + 3.7% | 1,154 | 1,201 | - 3.9% |
| Other countries | 1,167 | 1,176 | - 0.7% | 9,246 | 8,194 | + 12.8% | 2,311 | 3,124 | - 26.0% |
| (1) Mainland and overseas departments and territories |
(1) Mainland and overseas departments and territories
In the second quarter of 2023, sales fell 3.1%, following a 9.2% decline in the first quarter.
Group first-half revenues amounted to €239,884 thousand, down €16,878 thousand (-6.6%). The exchange rate effect was nonmaterial over the first half (+0.2%). Other healthcare products fell 66.4%, homeopathic specialties rose 12.3%, and nonproprietary homeopathic medicines fell 1.6%.
The decrease in volumes (-11%) was due to an unfavourable basis for comparison relating to the sale of COVID tests, mainly impacting France, the decline in non-proprietary medicines, offset by the increase in homeopathic specialties (mainly Oscillococcinum® , Stodal® and the launch of Artensium® and Arnigel® sachet)
The price effect (+4.2%) was felt in a number of countries.
Excluding COVID tests, sales were up 6.2%.
| In thousand of euros | 2023 | 2022 | Var. |
|---|---|---|---|
| Sales | 239,884 | 256,762 | -6.6% (1) |
| Operating income | 17,782 | 19,994 | -11.1% |
| Net income - Group share | 15,468 | 12,524 | +23.5% |
| Cash flow (2) | 19,576 | 21,293 | -8.1% |
| Net investments | 13,543 | 11,424 | +18.5% |
| Net cash position | 231,185 | 242,831 | -4.8% |
(1)- 6,8 % at constant exchange rates.
(2) Before cash revenue, financing expenses and corporate income tax.
The Group posted operating profit of €17,782 thousand and represents 7.4% of revenues. It was down by €2,212 thousand compared to the first half of 2022.
The gross margin was up by €2,523 thousand, i.e. +1.5%, while revenues were down €16,878 thousand (-6.6%). The gross margin rate was down 5.8 points, due to the decline in the share of COVID tests in revenues.
Preparation and distribution costs were stable (down €43 thousand, or -0.1%), due to lower payroll costs in France (in particular lower headcount) and lower transport costs, partially offset by an increase in outsourced services (mainly subcontracting in the United States) and in purchases consumed in France (higher electricity prices).
Promotional costs rose by €5,246 thousand (+7.3%), mainly due to an increase in advertising costs in France and, to a lesser extent, in Italy and the United States.
Research and development costs rose by €284 thousand and regulatory affairs costs by €283 thousand.
Support function costs rose by €1,483 thousand (+4.3%), mainly in the United States, on legal fees.
Other operating income and expenses resulted in net income of €5,435 thousand, compared to €2,917 thousand in 2022. In 2023 this included:
Investment income amounted to €3,774 thousand, versus €530 thousand in 2022. This mainly comprises income from financial investments made by the BOIRON parent company, which benefited from the increase in interest rates.
Financing costs amounted to €737 thousand compared to €144 thousand in 2022, in line with operations on term deposits in France.
Other financial income and expenses amounted to a net expense of €185 thousand, compared with a net expense of €3,277 thousand in 2022, mainly due to a €1,457 thousand comparison effect in 2022 on foreign exchange gains and losses: depreciation of the rouble at the time of a dividend increase in February 2022.
The Group posted a €5,759 thousand tax charge in the first half of 2023, representing 27.9% of income before tax. In 2022, the Group recorded a tax charge of €4,710 thousand, representing 27.5% of income before tax.
Net income, Group share resulted in profit of €15,468 thousand, versus €12,524 thousand in the first half of 2022.
Net cash and cash equivalents amounted to €231,185 thousand in the first half of 2023, versus €249,660 thousand at December 31, 2022. It fell by €18,475 thousand in the first half of 2023, compared with an increase of €8,749 thousand in the same period in 2022.
Cash flows from operating activities amounted to €16,401 thousand, compared with €41,160 thousand in the first half of 2022:
Cash flows from investment activities resulted in a net outflow of €13,543 thousand, up €2,119 thousand compared to the first half of 2022, including:
Cash flows from financing activities resulted in a net outflow of €19,424 thousand, compared to €25,534 thousand in 2022. These primarily include:
In 2022, they included the purchase of 150,000 BOIRON shares outside the liquidity contract for €6,079 thousand.
The BOIRON Board of Directors met on 4 July and took note of the signing of an exclusive agreement between the Boiron family group, which holds 69.9% of the capital (at 23 June 2023) and 78.3% of the voting rights of BOIRON, investor EW HEALTHCARE PARTNERS and BOIRON DEVELOPPEMENT, with the intention of filing a proposed simplified compulsory tender offer for the BOIRON shares, followed by a squeeze-out if the conditions are met at the end of the offer (the "Transaction")1 .
This transaction is in keeping with the Group's existing strategy, which does not require it to remain listed, particularly given the share's very low liquidity. Unlisted company status appears to be much better suited to the BOIRON Group's development, which wishes to make major investments over the long term.
Thierry Boiron, Chairman of the Board of Directors, made the following comments: "This transaction marks a new chapter in the history of our company, and will give us greater freedom in our long-term strategic choices, particularly in terms of investment, while upholding the Group's values and our family commitment to homeopathy."
In order to complete the Transaction, the BOIRON family concert will transfer, based on the same price as the offer price, and by way of sale and contribution, all the BOIRON shares it holds to BOIRON DEVELOPPEMENT, which will be the initiator of the public offer and will be controlled by the two family holding companies. By their side, EW HEALTHCARE PARTNERS, specialising in Healthcare, will take a minority stake in BOIRON DEVELOPPEMENT. Furthermore, the Group's employee investment fund (FCPE), which currently holds 5.6% of BOIRON's capital, was offered the opportunity to reinvest in BOIRON DEVELOPPEMENT at a comparable level and on the same financial terms as those of the offer.
The Transaction values the BOIRON share at €50. BOIRON DEVELOPPEMENT's simplified tender offer (the "Offer") would be made at €39.64 per BOIRON share, less an exceptional dividend of €10.36 per BOIRON share. The exceptional dividend will be subject to approval by the Combined General Meeting of the BOIRON shareholders, scheduled to meet on 16 October 2023, and will be paid to all BOIRON shareholders prior to and subject to the Transaction. Please note that at 30 June 2023, BOIRON had net cash of €221.67m and generated cash flow of €19.6m in the first half of 2023, which more than covered net capital expenditure for the period (€13.5m). BOIRON will retain its financial flexibility thanks to a positive net cash position.
The Offer price of €39.64 per BOIRON share, net of the exceptional dividend paid prior to the opening of the Offer (€10.36 per BOIRON share), would represent a premium of 36.0% over the last closing price prior to this press release (€29.14 on 3 July 2023) and of 38.4% and 41.8% over the volume-weighted average prices for the last 20 and 60 trading days. The prices specified above for the calculation of premiums are adjusted for the amount of the exceptional dividend paid prior to the opening of the Offer. This Offer price would be payable in cash.
1 See press release published by the Company on 4 July 2023.
In accordance with applicable regulations, the Transaction will be carried out subject to a fairness opinion by firm BM&A2 , appointed as independent expert by the Board of Directors on 18 July 20233 on the recommendation of its ad hoc committee, consultation procedures with employee representative bodies and a compliance opinion from the French Financial Markets Authority (AMF). The independent expert will be tasked with drawing up a report on the financial terms of the proposed Offer, in accordance with Articles 261-1 I, 2 and II of the AMF's general regulation. If the 90% capital and voting right thresholds are crossed, the simplified takeover bid will be followed by a squeeze-out if the applicable statutory and regulatory conditions have been met.
At its meeting held on 4 July 2023, the BOIRON Board of Directors issued an initial favourable opinion on this Transaction, and will issue a reasoned opinion as soon as the independent expert's fairness opinion and the opinion of the employee representative bodies have been released.
The final agreements relating to the transfer of the majority block of shares to BOIRON DEVELOPPEMENT at the Offer price may be signed following consultation with the employee representative bodies, any regulatory authorisations that may be required and the fulfilment of standard prerequisites and conditions precedent. Depending on the timing of the consultations and fulfilment of the prerequisites and conditions precedent, the final agreements may be signed at the beginning of the fourth quarter of this year (all information relating to the planned Offer can be viewed on www.opas-boiron.com).
No other subsequent event having a potential material impact on the Group's financial statements has been identified.
Group sales growth in 2023 will depend on ongoing momentum in homeopathic specialties, future launches and the rate of illnesses at the end of the year. As such, 2023 sales may be down slightly compared to 2022. Given the change in the product mix and the exceptional adjustments relating to ABBI already recognised (as mentioned above), net operating income could exceed that of 2022.
We continue to put all our energy and determination into ensuring that every patient in the world can take advantage of homeopathy and our other healthcare solutions, thereby supporting a more humane, efficient and sustainable healthcare system.
All of the risk factors stated in section 1.4 of the 2022 Universal Registration Document have the same position in the risk mapping in terms of impact and probability as at June 30, 2023.
Transactions with related parties are set out in note 28 to the half-year condensed consolidated financial statements.
2 Email: [email protected]; Tel.: +33 (0)1 40 08 99 50
3 See press release published by the Company on 18 July 2023.
SETTLED BY THE BOARD OF DIRECTORS OF SEPTEMBER 6, 2023
| (in thousands of euros) | Notes | 2023 (6 months) |
2022 (6 months) |
|---|---|---|---|
| Sales | 2 2 |
239,884 | 256,762 |
| Other sales revenue | 2 2 |
0 | 0 |
| Costs of goods sold | (64,968) | (84,369) | |
| Preparation and distribution costs | (42,117) | (42,160) | |
| Promotion costs | (76,843) | (71,597) | |
| Research and Development costs | (3,003) | (2,719) | |
| Regulatory affairs costs | (4,605) | (4,322) | |
| Function supports costs | (36,001) | (34,518) | |
| Other operating revenue | 2 3 |
10,937 | 3,627 |
| Other operating expenses | 2 3 |
(5,502) | (710) |
| Operating income | 17,782 | 19,994 | |
| Cash revenue | 3,774 | 530 | |
| Financing expenses | (737) | (144) | |
| Other financial revenue and expenses | (185) | (3,277) | |
| Share in net earnings (losses) of companies at equity | 0 | 0 | |
| Income before corporate income tax | 20,634 | 17,103 | |
| Corporate income tax | 2 4 |
(5,759) | (4,710) |
| Consolidated net income | 14,875 | 12,393 | |
| Net income - minority share | (593) | (131) | |
| Net income - group share | 2 5 |
15,468 | 12,524 |
| Earnings per share (1) (in euros) | 25 | 0.89 | 0.72 |
(1) In the absence of a dilutive instrument, the average earnings per share are the same as the average diluted earnings per share.
| (in thousands of euros) | Notes | 2023 (6 months) |
2022 (6 months) |
|---|---|---|---|
| Consolidated net income | 14,875 | 12,393 | |
| Other items of comprehensive income that will be reclassified subsequently to profit or loss |
(3,146) | 9,532 | |
| Currency translation adjustments Other movements |
(3,098) (48) |
9,692 (160) |
|
| Changes in the fair value of financial instruments Other items of comprehensive income that will not be reclassified |
0 595 |
0 7,635 |
|
| subsequently to profit or loss Actuarial differences related with post-employment benefits (1) |
17 | 595 | 7,635 |
| Other items of comprehensive income (2) | (2,551) | 17,167 | |
| Consolidated comprehensive income | 12,324 | 29,560 | |
| Comprehensive income - minority share | (593) | (41) | |
| Comprehensive income - group share | 12,917 | 29,601 |
(1) In 2023: +€803 thousand in gross actuarial differences and -€207 thousand in deferred taxes. In 2022: +€10,294 thousand in gross actuarial differences and -€2,659 thousand in deferred taxes.
(2) There are no tax impact in the other items of comprehensive income other that those mentioned in (1)
| ASSETS | Notes | 06/30/2023 | 12/31/2022 |
|---|---|---|---|
| (in thousands of euros) | |||
| Non-current assets | 309,217 | 311,660 | |
| Goodwill | 7 | 89,683 | 94,002 |
| Intangible fixed assets | 8 | 31,422 | 31,887 |
| Tangible fixed assets | 8 | 147,824 | 152,491 |
| Rights of use relating to leases | 9 | 9,484 | 7,974 |
| Investments | 13,171 | 6,137 | |
| Other non-current assets | 13 | 38 | 39 |
| Deferred taxes assets | 17,595 | 19,130 | |
| Current assets | 443,562 | 477,833 | |
| Assets held for sale | 10 | 1,539 | 1,693 |
| Inventories and work in progress | 11 | 103,578 | 96,924 |
| Accounts receivable and other assets linked to customer accounts | 12 | 77,974 | 100,536 |
| Income tax receivables | 13 | 6,634 | 1,394 |
| Other current assets | 13 | 21,576 | 26,341 |
| Cash and cash equivalents | 14 | 232,261 | 250,945 |
| TOTAL ASSETS | 752,779 | 789,493 |
| EQUITY & LIABILITIES | Notes | 06/30/2023 | 12/31/2022 |
|---|---|---|---|
| (in thousands of euros) | |||
| Shareholders' equity (group share) | 550,896 | 557,616 | |
| Capital | 15 | 17,545 | 17,545 |
| Additional paid-in-capital | 79,876 | 79,876 | |
| Retained earnings | 453,475 | 460,195 | |
| Minority interests | (866) | (270) | |
| Total shareholders' equity | 550,030 | 557,346 |
| Non-current liabilities | 69,009 | 78,960 | |
|---|---|---|---|
| Non-current borrowings and financial debts | 16 | 483 | 11,564 |
| Non-current rental liabilities | 17 | 7,208 | 5,174 |
| Employee benefits | 18 | 59,812 | 60,759 |
| Non-current provisions | 19 | 4 9 | 143 |
| Other non-current liabilities | 2 0 | 1,327 | 1,320 |
| Deferred taxes liabilities | 130 | 0 | |
| Current liabilities | 133,740 | 153,187 | |
| Current borrowings and financial debts | 16 | 2,339 | 2,232 |
| Current rental liabilities | 17 | 2,653 | 3,196 |
| Current provisions | 19 | 22,847 | 29,389 |
| Accounts payable | 39,356 | 48,250 | |
| Income tax liabilities | 2 0 | 1,693 | 2,113 |
| Other current liabilities | 2 0 | 64,852 | 68,007 |
| TOTAL LIABILITIES | 752,779 | 789,493 |
| 2023 | 2022 | |
|---|---|---|
| (in thousands of euros) | (6 months) | (6 months) |
| NET CASH FLOWS RELATED TO OPERATING ACTIVITIES | 16,401 | 41,160 |
| Net income (group share) | 15,468 | 12,524 |
| Amortization of rights of use relating to leases | 2,189 | 2,126 |
| Amortizations and provisions (excluding current assets) | 10,558 | 3,795 |
| Other items (including income on asset disposals) | (10,903) | (1,476) |
| Cash revenue and financing expenses | (3,495) | (386) |
| Tax charge (including deferred taxes) | 5,759 | 4,710 |
| Consolidated cash-flows before cash revenue, financing expenses and corporate income | ||
| tax | 19,576 | 21,293 |
| Corporate income tax paid / corporate income tax repayment | (10,195) | (4,163) |
| Changes in working capital requirements, including: | 7,020 | 24,030 |
| Changes in inventories and work-in-progress | (7,316) | (6,635) |
| Changes in accounts receivable | 21,711 | 23,114 |
| Changes in accounts payable | (8,771) | (5,852) |
| Changes in other trade receivables and operating debts | 1,396 | 13,403 |
| NET CASH FLOWS RELATED TO INVESTMENT ACTIVITIES | (13,543) | (11,424) |
| Acquisitions of tangible fixed assets | (4,223) | (6,059) |
| Acquisitions of intangible fixed assets | (3,834) | (4,507) |
| Disposals of tangible fixed assets | 598 | 2,460 |
| Disposals of intangible fixed assets | 0 | 0 |
| Acquisitions of investments | (6,089) | (1,785) |
| Disposals of investments | 5 | 173 |
| Impact of changes of scope - acquisitions | 0 | (1,706) |
| Impact of changes of scope - disposals | 0 | 0 |
| NET CASH FLOWS RELATED TO FINANCING ACTIVITIES | (19,424) | (25,534) |
| Dividends paid to parent company shareholders | (19,096) | (16,502) |
| Dividends paid to minority holders of consolidated companies | 0 | 0 |
| Capital increases and reductions, additional paid-in capital and reserves | (47) | (250) |
| Buyback of treasury shares (excluding the liquidity contract) | 0 | (6,079) |
| Disposals of treasury shares (excluding the liquidity contract) | 0 | 0 |
| Loans issues | 19 | 4 |
| Repayment of loans | (916) | (882) |
| Paid interests | (52) | (15) |
| Changes in leases financial liabilities | (2,213) | (2,178) |
| Interets linked to leases financial liabilities | (337) | (129) |
| Cash revenue | 3,218 | 497 |
| CHANGE IN CASH POSITION | (16,566) | 4,202 |
| Impact of exchange rate fluctuations | (1,909) | 4,547 |
| Net cash position at January 1 | 249,660 | 234,082 |
| Net cash position at June 30 | 231,185 | 242,831 |
| Before allocation of net income (in thousand of euros) |
Number of shares $\omega$ |
Capital Share premium Treasury shares | Consolidated reserves (2) |
Actuarial differences related with post- employment benefits |
Currency translation adjustments |
Shareholder's equity group share |
Minority interest |
Shareholder's equity totals |
||
|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2021 | 17,511,691 | 17,545 | 79,876 | (1,290) | 465,721 | (13, 396) | (16, 721) | 531,735 | 36 | 531,771 |
| Buyback and disposals of treasury shares | (143, 554) | (5,880) | 75 | (5,805) | (5,805) | |||||
| Cancellation of treasury shares | $\circ$ | |||||||||
| Dividends paid | (16, 502) | (16, 502) | (4) | (16, 506) | ||||||
| Transactions with shareholders | (143, 554) | 0 | $\mathbf 0$ | (5,880) | (16, 427) | 0 | $\mathbf{o}$ | (22, 307) | (4) | (22, 311) |
| Net income | 12.524 | 12,524 | (131) | 12,393 | ||||||
| Other comprehensive income | (250) | 7,635 | 9,692 | 17.077 | 90 | 17,167 | ||||
| Comprehensive income | $\boldsymbol{0}$ | $\mathbf 0$ | $\mathbf 0$ | $\mathbf 0$ | 12,274 | 7,635 | 9,692 | 29,601 | (41) | 29,560 |
| ABBI's purchase commitment (3) | (6, 295) | (6, 295) | (6, 295) | |||||||
| Other equity items | $\boldsymbol{0}$ | 0 | $\mathbf 0$ | $\mathbf 0$ | (6,295) | 0 | 0 | (6,295) | 0 | (6,295) |
| 06/30/2022 | 17,368,137 | 17,545 | 79,876 | (7,170) | 455,273 | (5,761) | (7,029) | 532,734 | (9) | 532,725 |
| Before allocation of net income (in thousand of euros) |
Number of shares $\omega$ |
Capital Share premium Treasury shares | Consolidated reserves $\infty$ |
Actuarial differences related with post- employment benefits |
Currency translation adjustments |
Shareholder's equity group share |
Minority interest |
Shareholder's equity totals |
||
|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2022 | 17,375,673 | 17,545 | 79,876 | (6,973) | 486,502 | (5, 452) | (13, 882) | 557,616 | (270) | 557,346 |
| Buyback and disposals of treasury shares | (13, 490) | (423) | (118) | (541) | (541) | |||||
| Cancellation of treasury shares | $\circ$ | |||||||||
| Dividends paid | (19,096) | (19,096) | (3) | (19.099) | ||||||
| Transactions with shareholders | (13, 490) | $\mathbf 0$ | $\mathbf 0$ | (423) | (19,214) | $\mathbf 0$ | $\Omega$ | (19,637) | (3) | (19,640) |
| Net income | 15.468 | 15,468 | (593) | 14,875 | ||||||
| Other comprehensive income | (48) | 595 | (3,098) | (2,551) | (2,551) | |||||
| Comprehensive income | 0 | $\Omega$ | $\mathbf 0$ | $\mathbf 0$ | 15,420 | 595 | (3,098) | 12,917 | (593) | 12,324 |
| 06/30/2023 | 17,362,183 | 17,545 | 79,876 | (7, 396) | 482,708 | (4, 857) | (16,980) | 550,896 | (866) | 550,030 |
Those notes are an integral part of the condensed consolidated financial statements for the half-year ended June 30, 2023, were settled by the Board of Directors on September 6, 2023.
BOIRON, the Group parent company, is a French public limited company. Its main business activity is manufacturing and selling homeopathic medicines.
Its headquarters is located at 2, avenue de l'Ouest Lyonnais, 69510, Messimy, France.
At June 30, 2023, BOIRON parent company and its subsidiaries had 2,813 employees (actual workforce) in France and abroad, compared to 2,801 at December 31, 2022. The workforce at the end of June 2023 does not include the 148 people impacted by the reorganization in France and supported by BOIRON as part of external reclassification leave or age-based measures (at the end of 2022, it represented 213 people).
BOIRON stock is listed on Euronext Paris.
The BOIRON Group took control of ABBI on February 28, 2022, a start-up specializing in personalized cosmetics thanks to Artificial Intelligence, located in Sainte-Foy-lès-Lyon.
The terms of the takeover have been detailed in the note 1 of 2022 Universal Registration Document.
Taking into account achievements as of June 30, 2023 and the timetable for the roll-out of the development strategy, the analysis gave rise to the write-off of the earn-outs and the 30% buyback commitment liabilities as well as the related earn-out derivative instrument. In addition, goodwill, already partially depreciated at the end of 2022, has been completely depreciated in the first half-year (see note 2.2.7).
Goodwill impairment, the write-off of the earn-out liabilities and related derivative instrument, all relating to the same event, were recognized under other operating expenses and other operating income in the amounts of -€4,297 thousand, +€8,067 thousand and +€1,600 thousand respectively. The net impact of these entries is a profit of €5,370 thousand (see note 23).
French law published 15 April 2023 on retirement reform in France includes a gradual lifting of the retirement age from 62 to 64. The impact of this reform was accounted for as a change to the plan, in accordance with the provisions of IAS 19. The estimated impact at 30 June 2023, pending publication of all implementing decrees, before the law enters into effect on 1 September 2023, is not material (see paragraph 18).
The consolidated financial statements are stated in thousands of euros unless otherwise indicated and were prepared in line with the standards and interpretations published by the International Accounting Standards Board (IASB) and adopted by the European Union.
This framework, available on the European Commission's website, comprises:
The half-year consolidated financial statements were prepared pursuant to IAS 34 "Interim Financial Reporting". Pursuant to this standard, the half-year consolidated financial statements are presented including the condensed notes; notes are only provided for significant transactions or rules adapted to the specificities of interim accounts. They should be read together with the Group's annual financial statements as of December 31, 2022, as presented in the Universal Registration Document filed with the French Securities and Exchange Commission (AMF) on April 13, 2023 under number D.23-0279 and available on the company's website: https://www.boironfinance.fr/informations-financieres/donnees-annuelles
The other standards, amendments and interpretations which took effect on January 1, 2023, did not have a material impact or are not applicable. This mainly concerns:
Other amendments have no impact on the Group's financial statements as of June 30, 2023.
The BOIRON Group chose not to perform early application of the standards, amendments and interpretations adopted by the IASB, subject to their adoption by the European Union, which come into effect as from January 1, 2024. This mainly concerns:
The BOIRON Group does not expect these amendments to have a material impact on its financial statements.
There are no standards, amendments or interpretations published by the IASB with mandatory application for fiscal years starting on or after January 1, 2023 that have not yet been approved at the European level, that would have a material impact on the financial statements as of June 30, 2023.
Principle assumptions and judgements applied are described in note 2 of 2022 Universal Registration Document. These rules have been applied specifically to assets impairment, earn-out and derivative estimate, deferred taxes as well as postemployment benefits. There is no material change in using estimate and assumptions during the first half-year 2023. In some cases, these rules were adapted to the specificities of the half-year closing.
Indirect effects from war in Ukraine has increased the level of uncertainty but without impacting the Group's accounting principles and main line items as of June 30, 2023.
The information required by the European taxonomy is presented in paragraph 2.1 of the notes to the consolidated financial statements for the year ended 31 December 2022, and the Group has not identified any activity corresponding to its business sector in Appendices I and II of the taxonomy, as was the case in 2022.
There were no significant changes in the impact of climate change on the Group's financial statements in the first half of 2023.
The corporate income tax expense for the half-year was calculated individually for each company: average rate estimated for this year, if it is reliable, was applied to income before tax of the period.
As previous years, research tax credit (French "CIR") is booked in other operating income.
Profit-sharing expenses were calculated prorata temporis on the basis of the estimated annual amount.
In accordance with the provisions of IAS 34 standard, retirement and related liabilities were not subject to a complete recalculation at June 30, 2023, as at June 30, 2022. The changes in the net value of benefits were estimated as follows:
There are no customer contract assets other than accounts receivable. There are, in fact, no assets related to the incremental costs of obtaining a contract and to the costs of fulfilling a contract.
Customer contract liabilities relate to:
Operating revenues are recognized after completion (on delivery of the products). No sales are recognized in advance. The rules for recognizing operating revenues do not rely on estimates.
Rules applied by the BOIRON Group for inventories and accounts receivables impairment are described in the 2022 Universal Registration Document in note 2.7.2 and 2.7.3.
In 2023, as in 2022, analysis performed on actual and expected losses did not result in a modification of either the impairment processes used or conditions under which tests are conducted. As a result, customer risk is still considered as low and there was no increase in unpaid receivables.
The process for carrying out impairment tests is described in the 2022 Universal Registration Document in note 2.5. For the purposes of the half-year financial statements, impairment tests were only carried out on assets or groups of assets with respect to which there were indications of impairment during the last six months.
As stated in note 1.1, ABBI's achievements as of June 30, 2023 and the timetable for the roll-out of the development strategy are indications of impairment. An impairment test was carried out as of June 30, 2023 on ABBI based on updated forecasts data (same actuarial parameters as December 31, 2022: discount rate 14.5% and growth rate to infinity 2.0%).
The impairment test carried out led to the recognition of an additional depreciation of ABBI's goodwill (for €4,297 thousand), which is now fully depreciated (see note 1.1). The analysis did not give rise to the recognition of any other impairment losses or impairment risks on ABBI's other non-current assets.
For other CGUs, the Group did not identify indications of impairment or any reasonable possible changes in key assumptions which might lead to the recognition of impairment.
The following companies of the BOIRON Group are fully consolidated, classified by date of creation or date of entry into the Group:
| Changes in consolidation scope | % interests at | % interests at | % control at | % control at | |||
|---|---|---|---|---|---|---|---|
| Country | Company name | Type of change |
Date | 06/30/2023 | 12/31/2022 | 06/30/2023 | 12/31/2022 |
| Belgium | UNDA | 99.98% | 99.98% | 99.98% | 99.98% | ||
| Italy | LABORATOIRES BOIRON | 99.91% | 99.91% | 99.97% | 99.97% | ||
| USA | BOIRON USA (1) | 100.00% | 100.00% | 100.00% | 100.00% | ||
| USA | BOIRON | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Spain | BOIRON SOCIEDAD IBERICA DE HOMEOPATIA | 99.99% | 99.99% | 100.00% | 100.00% | ||
| Canada | BOIRON CANADA | 100.00% | 100.00% | 100.00% | 100.00% | ||
| France (Martinique) | BOIRON CARAIBES | 99.04% | 99.04% | 99.04% | 99.04% | ||
| Czech Republic | BOIRON CZ | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Slovakia | BOIRON SK | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Poland | BOIRON SP | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Romania | BOIRON RO | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Tunisia | BOIRON TN | 99.90% | 99.90% | 100.00% | 100.00% | ||
| Hungary | BOIRON HUNGARIA | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Russia | BOIRON | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Brazil | BOIRON MEDICAMENTOS HOMEOPATICOS | 99.99% | 99.99% | 100.00% | 100.00% | ||
| France | LES EDITIONS SIMILIA (2) | 97.58% | 97.58% | 97.59% | 97.59% | ||
| Switzerland | BOIRON | 100.00% | 100.00% | 100.00% | 100.00% | ||
| France (La Réunion) | BOIRON | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Bulgaria | BOIRON BG | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Portugal | BOIRON | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Belgium | BOIRON | 100.00% | 100.00% | 100.00% | 100.00% | ||
| India | BOIRON LABORATORIES | 99.99% | 99.99% | 99.99% | 99.99% | ||
| Colombia | BOIRON S.A.S. | 100.00% | 100.00% | 100.00% | 100.00% | ||
| Hong-Kong | BOIRON ASIA LIMITED | 100.00% | 100.00% | 100.00% | 100.00% | ||
| China | BOIRON (HANGZHOU) TRADING, Co., Ltd, (3) | 100.00% | 100.00% | 100.00% | 100.00% | ||
| France | ABBI | 70.00% | 70.00% | 70.00% | 70.00% |
(1) Holding company.
(2) Company whose main activity is publishing.
(3) Wholly-owned by BOIRON ASIA LIMITED.
As in 2022, context and sanctions in Russia related to the war in Ukraine did not lead to the loss of control of our BOIRON subsidiary in Russia.
The year end is December 31 for all companies except BOIRON LABORATORIES in India, which closes its company accounts on March 31. It performs an intermediate closing on June 30 as well as on December 31 that is subject to a contractual audit for use in the annual consolidated financial statements. As of June 30, 2023, BOIRON India stopped its operating activities. The administrative liquidation process should take place in the upcoming months.
The non-consolidated controlled companies are recognized in investments at fair-value.
The following table sets out the euro translation rates against the currencies used for consolidation for the main companies in foreign currencies:
| Average rate | Average rate | Closing rate | Closing rate | Closing rate | |
|---|---|---|---|---|---|
| Conversion rate | 2023 (6 months) |
2022 (6 months) |
06/30/2023 | 06/30/2022 | 12/31/2022 |
| Czech Koruna | 23.680 | 24.636 | 23.742 | 24.739 | 24.116 |
| US Dollar | 1.081 | 1.094 | 1.087 | 1.039 | 1.067 |
| Canadian Dollar | 1.457 | 1.391 | 1.442 | 1.343 | 1.444 |
| Hungarian Forint | 380.711 | 374.712 | 371.930 | 397.040 | 400.870 |
| New Romanian Leu | 4.934 | 4.946 | 4.964 | 4.946 | 4.950 |
| Brazilian Real | 5.483 | 5.558 | 5.279 | 5.423 | 5.639 |
| Russian Rouble | 83.980 | 84.994 | 97.872 | 57.613 | 78.694 |
| Polish Zloty | 4.626 | 4.633 | 4.439 | 4.690 | 4.681 |
Currency translation adjustments of -€3,098 thousand recognized in other comprehensive income are mainly related to the change in the Russian Rouble, the American Dollar, and the Brazilian Real in the first half-year 2023.
The activity of the Group can be seasonal due to the level of pathology and to the extent of the wintry specialties range. Generally, the annual results depend on the activity realized on the second half-year of the fiscal year.
Consequently, results of the first half-year are not representative of results that could be expected for the whole year. This seasonality has an impact on balance sheet structure as of June 30, 2023.
The geographical reporting segments were not modified in 2023 first half-year. The table below shows the data as of June 30, 2023:
| Europe | North America Other countries | Eliminations | 2023 | |||
|---|---|---|---|---|---|---|
| DATA RELATING TO THE INCOME STATEMENT | France | (excluding France) | (1) | (6 months) | ||
| External sales | 112,521 | 61,246 | 57,427 | 8,690 | 239,884 | |
| Inter-sector sales | 56,602 | 435 | 0 | 728 | (57,765) | 0 |
| TOTAL SALES | 169,123 | 61,681 | 57,427 | 9,418 | (57,765) | 239,884 |
| OPERATING INCOME | 13,421 | 3,231 | 1,573 | 813 | (1,256) | 17,782 |
| of which net allowances to amortizations, depreciations and impairment on fixed assets | (12,936) | (361) | (455) | (62) | 0 | (13,814) |
| of which net allowances to amortizations of right-of-use related to leases | (1,386) | (705) | (30) | (68) | (2,189) | |
| of which net changes in impairment of assets, provisions and employee benefits | 7,731 | (435) | 576 | 225 | 0 | 8,097 |
| Cash revenue and financing expenses | 3,226 | 123 | (218) | (147) | 53 | 3,037 |
| Corporate income tax | (4,776) | (420) | (376) | (512) | 325 | (5,759) |
| NET INCOME (GROUP SHARE) | 12,319 | 2,983 | 979 | 118 | (931) | 15,468 |
| DATA RELATING TO THE BALANCE SHEET | France | Europe (excluding France) |
North America Other countries Eliminations | (1) | 06/30/2023 | |
|---|---|---|---|---|---|---|
| Balance sheet total | 749,272 | 101,537 | 110,274 | 13,728 | (222,032) | 752,779 |
| Goodwill | 85,316 | 2,825 | 1,542 | 0 | 89,683 | |
| Net tangible fixed assets and intangible fixed assets | 162,552 | 4,840 | 11,366 | 488 | 0 | 179,246 |
| Right-of-use related to leases | 3,837 | 5,080 | 20 | 547 | 9,484 | |
| Deferred taxes assets | 12,569 | 2,400 | 2,596 | 30 | 17,595 | |
| Working Capital Requirements | 65,923 | 21,319 | 41,603 | 6,738 | (34,560) | 101,023 |
| DATA RELATING TO THE CASH FLOW STATEMENT | Europe | North America Other countries Eliminations | 2023 | |||
| France | (excluding France) | (1) | (6 months) | |||
| Acquisitions of intangible and tangible fixed assets | 7,516 | 317 | 160 | 6 4 | 0 | 8,057 |
| Changes in leases financial liabilities | (1,387) | (736) | (31) | (59) | (2,213) |
(1) Of which eliminations of inter-sector flows and internal results.
| DATA RELATING TO THE INCOME STATEMENT | France | Europe | North America Other countries | Eliminations | 2022 | |
|---|---|---|---|---|---|---|
| (excluding France) | (1) | (6 months) | ||||
| External sales | 140,173 | 56,674 | 52,227 | 7,688 | 256,762 | |
| Inter-sector sales | 57,310 | 3,645 | 0 | 968 | (61,923) | 0 |
| TOTAL SALES | 197,483 | 60,319 | 52,227 | 8,656 | (61,923) | 256,762 |
| OPERATING INCOME | 19,265 | 2,226 | (179) | 749 | (2,067) | 19,994 |
| of which net allowances to amortizations, depreciations and impairment on fixed assets | (12,613) | (340) | (454) | (67) | 0 | (13,474) |
| of which net allowances to amortizations of right-of-use related to leases | (1,215) | (802) | (30) | (79) | (2,126) | |
| of which net changes in impairment of assets, provisions and employee benefits | 11,379 | 117 | (408) | (149) | 0 | 10,939 |
| Cash revenue and financing expenses | 266 | 211 | (61) | (30) | 0 | 386 |
| Corporate income tax | (4,147) | (766) | 30 | (361) | 534 | (4,710) |
| NET INCOME (GROUP SHARE) | 12,267 | 1,672 | (208) | 326 | (1,533) | 12,524 |
| Europe | Eliminations | |||||
|---|---|---|---|---|---|---|
| DATA RELATING TO THE BALANCE SHEET | France | (excluding France) | North America Other countries | (1) | 06/30/2022 | |
| Balance sheet total | 759,251 | 104,589 | 115,034 | 14,950 | (223,191) | 770,633 |
| Goodwill | 93,640 | 2,825 | 1,589 | 0 | 98,054 | |
| Net tangible fixed assets and intangible fixed assets | 172,495 | 4,996 | 12,627 | 484 | 0 | 190,602 |
| Right-of-use related to leases | 3,790 | 3,462 | 8 4 | 367 | 7,703 | |
| Deferred taxes assets | 16,041 | 2,083 | 2,488 | 58 | 20,670 | |
| Working Capital Requirements | 47,624 | 31,654 | 42,794 | 5,577 | (35,837) | 91,812 |
| Europe | Eliminations | 2022 | ||||
| DATA RELATING TO THE CASH FLOW STATEMENT | France | (excluding France) | North America Other countries | (1) | (6 months) | |
| Acquisitions of intangible and tangible fixed assets | 9,915 | 451 | 166 | 34 | 0 | 10,566 |
| Changes in leases financial liabilities | (1,215) | (852) | (30) | (81) | (2,178) |
(1) Of which eliminations of inter-sector flows and internal results.
The consolidated sales broken down by the sales destination, as published in the regulated quarterly information, is as follows for 2023 and 2022 first half-year:
| France | 106,857 | 131,338 |
|---|---|---|
| Europe (excluding France) | 62,877 | 60,704 |
| North America | 57,427 | 52,227 |
| Other countries | 12,724 | 12,494 |
| GROUP TOTAL | 239,884 | 256,762 |
| Sales data | 2023 | 2022 | |||
|---|---|---|---|---|---|
| France | 106,857 | 131,338 | |||
| Europe (excluding France) | 62,877 | 60,704 | |||
| North America | 57,427 | 52,227 | |||
| Other countries | 12,724 | 12,494 | |||
| GROUP TOTAL | 239,884 | 256,762 | |||
| The breakdown of sales by line of products appears in note 22. | |||||
| shown. | The structure of the Group customers is atomized. No customer represents more than 10% of the Group sales on the periods | ||||
| GOODWILL | |||||
| Goodwill | 12/31/2022 | Increases / (Decreases) |
Currency translation |
06/30/2023 | |
| BOIRON parent company (1) | 84,653 | 0 | adjustments 0 |
84,653 | |
| ABBI | 8,324 | 8,324 | |||
| LES EDITIONS SIMILIA | 663 | 0 | 663 | ||
| Total "France" (2) | 93,640 | 0 | 0 | 93,640 | |
| Italy | 2,242 | 2,242 | |||
| Spain Switzerland |
583 55 |
0 | 583 55 |
||
| Total "Europe (excluding France)" | 2,880 | 0 | 0 | 2,880 | |
| Canada | 223 | 0 | 223 | ||
| USA Total "North America" |
1,341 1,564 |
0 | (22) (22) |
1,319 1,542 |
|
| Total "Other countries" | 0 | 0 | |||
| TOTAL GROSS GOODWILL | 98,084 | 0 | (22) | 98,062 | |
| ABBI impairment | (4,027) | (4,297) | (8,324) | ||
| Switzerland impairment | (55) | (55) | |||
| TOTAL NET GOODWILL (1) BOIRON parent company goodwill comes from DOLISOS (€70,657 thousand), LHF (€7,561 thousand), |
94,002 | (4,297) | (22) | 89,683 | |
| SIBOURG (€1,442 thousand), DSA (€1,381 thousand), HERBAXT (€1,785 thousand) and Laboratoire FERRIER (€1,827 thousand). (2) As goodwill from the various acquisitions made in France had become inseparable, impairment tests are carried out in France. |
|||||
| There was no acquisition generating new goodwill during 2023 first half-year. | |||||
| America" area. | Other changes in gross goodwill in 2023 first half-year were only due to currency translation adjustments in the "North | ||||
| assets. | As stated in note 2.2.6, ABBI's achievements as of June 30, 2023 and the timetable for the roll-out of the development strategy led to the recognition of an additional depreciation of ABBI's goodwill (for €4,297 thousand), which is now fully depreciated. The analysis did not give rise to the recognition of any other impairment losses or impairment risks on ABBI's other non-current |
||||
| For other CGUs, the Group did not identify indications of impairment or any reasonable possible changes in key assumptions which might lead to the recognition of impairment. |
|||||
| There is no goodwill attached to the Indian subsidiary, but the analysis resulted in the recognition of a €405 thousand additional depreciation charge on the Indian subsidiary's assets, in connection with the subsidiary's closure in 2023. As a reminder, the depreciation amounted to €995 thousand at the end of 2022. |
|||||
| 8 | INTANGIBLE AND TANGIBLE FIXED ASSETS, INVESTMENTS | ||||
| In the 2023 first half-year, purchases of intangible fixed assets are €3,834 thousand, mainly concern Group's IT projects. Acquisitions of tangible fixed assets are €4,223 thousand, mainly concern the sites of Messimy and Montévrain. Amortizations and depreciations net of reversals of intangible and tangible fixed assets amounted to €13,815 thousand. |
Other changes in gross goodwill in 2023 first half-year were only due to currency translation adjustments in the "North America" area.
As stated in note 2.2.6, ABBI's achievements as of June 30, 2023 and the timetable for the roll-out of the development strategy led to the recognition of an additional depreciation of ABBI's goodwill (for €4,297 thousand), which is now fully depreciated. The analysis did not give rise to the recognition of any other impairment losses or impairment risks on ABBI's other non-current assets.
There is no goodwill attached to the Indian subsidiary, but the analysis resulted in the recognition of a €405 thousand additional depreciation charge on the Indian subsidiary's assets, in connection with the subsidiary's closure in 2023. As a reminder, the depreciation amounted to €995 thousand at the end of 2022.
No intangible or tangible fixed assets were pledged or offered as collateral for a guarantee or surety.
Financial investments are €6,089 thousand, mainly concern a €5,000 thousand convertible loan into shares to AVEXTRA AG company.
| Increases | Currency | |||||||
|---|---|---|---|---|---|---|---|---|
| 12/31/2022 | Decreases | translation | 06/30/2023 | |||||
| Rights of use relating to leases | Acquisitions | Amortization | adjustments and | |||||
| other movements | ||||||||
| Gross rights of use relating to real estate leases | 13,920 | 2,367 | (1,464) | (3,951) | 10,872 | |||
| Amortization of rights of use relating to real estate leases | (9,582) | (844) | 1,464 | 3,938 | (5,024) | |||
| TOTAL RIGHTS OF USE RELATING TO REAL ESTATE LEASES | 4,338 | 2,367 | (844) | 0 | (13) | 5,848 | ||
| Gross rights of use relating to vehicle leases | 9,982 | 1,345 | (1,345) | 0 | 9,982 | |||
| Amortization of rights of use relating to vehicle leases | (6,346) | (1,345) | 1,345 | 0 | (6,346) | |||
| TOTAL RIGHTS OF USE RELATING TO VEHICLE LEASES | 3,636 | 1,345 | (1,345) | 0 | 0 | 3,636 | ||
| TOTAL RIGHTS OF USE RELATING TO LEASES | 7,974 | 3,712 | (2,189) | 0 | (13) | 9,484 |
The analysis did not give rise to the recognition of any impairment losses or impairment risks on right-of-use related to leases.
Assets held for sale amounted to €1,539 thousand as of June 30, 2023. They include:
For information, the head office of the Spanish subsidiary, for a net book value of €154 thousand, was sold in the 2023 first half-year. This sale generated a €701 thousand capital-gain (see note 23).
| Inventories and work in progress | 12/31/2022 | Change | Impairment for the period |
Reversal for the period |
Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|---|
| Raw materials and supplies | 15,678 | 2,205 | (2) | 17,881 | ||
| Semi-finished goods and finished goods | 75,264 | 2,579 | (674) | 77,169 | ||
| Goods | 13,174 | 2,294 | 12 | 15,480 | ||
| TOTAL GROSS INVENTORIES | 104,116 | 7,078 | 0 | 0 | (664) | 110,530 |
| TOTAL IMPAIRMENT OF INVENTORIES | (7,192) | 0 | (5,785) | 6,023 | 2 | (6,952) |
| TOTAL NET INVENTORIES | 96,924 | 7,078 | (5,785) | 6,023 | (662) | 103,578 |
As of June 30, 2023, and December 31, 2022, no inventory has been pledged to guarantee liabilities.
Inventory impairment is calculated based on criteria set out in note 2.7.2 of 2022 Universal Registration Document.
The analysis carried out did not identify any other risks of impairment.
| Accounts receivable and other assets linked to customer accounts | 12/31/2022 | Change | Impairment for the period |
Reversals for the period (unused impairment) |
Reversals for the period (used impairment) |
Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|---|---|
| Gross accounts receivable denominated in euros | 57,489 | (10,294) | 0 | 47,195 | |||
| Gross accounts receivable denominated in other currencies | 44,691 | (11,493) | (864) | 32,334 | |||
| TOTAL GROSS ACCOUNTS RECEIVABLE | 102,180 | (21,787) | 0 | 0 | 0 | (864) | 79,529 |
| Impairment of accounts receivable denominated in euros | (798) | (156) | 39 | 17 | 0 | (898) | |
| Impairment of accounts receivable denominated in other currencies | (847) | (638) | 758 | 56 | 13 | (658) | |
| TOTAL IMPAIRMENT OF ACCOUNTS RECEIVABLE | (1,645) | 0 | (794) | 797 | 73 | 13 | (1,556) |
| Net accounts receivable denominated in euros | 56,692 | (10,294) | (156) | 39 | 17 | 0 | 46,298 |
| Net accounts receivable denominated in other currencies | 43,844 | (11,493) | (638) | 758 | 56 | (851) | 31,676 |
| TOTAL NET ACCOUNTS RECEIVABLE | 100,536 | (21,787) | (794) | 797 | 73 | (851) | 77,974 |
No outstanding receivables had been sold as of June 30, 2023 and December 31, 2022.
As indicated in note 2.2.5, there are no assets related to customer contracts other than accounts receivable.
Accounts receivables denominated in currencies mainly concern the United-States, Romania, Russia and Brazil.
There was no major change in the customer structure.
Accounts receivables as of June 30, 2023 decreased compared to June 30, 2022 (€79, 584 thousand), related to the decrease in sales in 2023.
The decrease as compared to December 31, 2022 might be explained by the seasonality of the activity (see note 5).
Depreciations on accounts receivables are recognized accordingly with principles detailed in note 2.7.3.1 in the 2022 Universal Registration Document. As noted in note 2.2.6 above, the Group did not modify its impairment processes as in 2022. Customer risk is considered as low since the net cost of doubtful accounts is low. Credit risk is addressed in note 21.
| Other current assets | 12/31/2022 | Change | Changes in impairment of other current assets |
Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|
| INCOME TAX RECEIVABLES (non-financial assets) | 1,394 | 5,568 | (328) | 6,634 | |
| Non-financial assets State and local government, excluding income tax Staff Accrued expenses |
14,000 9,335 227 4,438 |
(1,191) (1,907) 486 230 |
0 0 0 0 |
3 4 39 (1) (4) |
12,843 7,467 712 4,664 |
| Financial assets valued at cost Other debtors Assets linked to customer contracts |
12,195 12,195 0 |
(3,283) (3,283) 0 |
0 0 0 |
(64) (64) 0 |
8,848 8,848 0 |
| Derivative instruments Other gross current assets (excluding income tax receivables) |
261 26,456 |
(261) (4,735) |
0 0 |
0 (30) |
0 21,691 |
| Impairment of other current assets | (115) | 0 | 0 | (115) | |
| TOTAL OTHER NET CURRENT ASSETS | 26,341 | (4,735) | 0 | (30) | 21,576 |
| Other non-current assets | 12/31/2022 | Change | Changes in impairment of other non current assets |
Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|
| INCOME TAX RECEIVABLES (non-financial assets) | 0 | 0 | 0 | 0 | |
| Non-financial assets Staff |
3 9 39 |
(1) (1) |
0 0 |
0 0 |
3 8 38 |
| Other gross non-current assets (excluding income tax receivables) |
3 9 | (1) | 0 | 0 | 3 8 |
| Impairment of other non-current assets | 0 | 0 | 0 | 0 | |
| TOTAL OTHER NET NON-CURRENT ASSETS | 3 9 | (1) | 0 | 0 | 3 8 |
The decrease in net other current assets as compared to December 31, 2022 is mainly due to the decrease in advance payments done in France in relation with the decrease in COVID tests sales.
| 06/30/2023 | 12/31/2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | Euros | Foreign currencies (euro equivalent) |
Total | Euros | Foreign currencies (euro equivalent) |
Total | ||
| Cash equivalents | 198,807 | 5,755 | 204,562 | 194,244 | 3,963 | 198,207 | ||
| Cash | 19,240 | 8,459 | 27,699 | 39,293 | 13,445 | 52,738 | ||
| TOTAL | 218,047 | 14,214 | 232,261 | 233,537 | 17,408 | 250,945 |
Cash equivalents primarily comprise euro money market funds or similar investments (certificates on deposits and future deposits…) which meet IAS 7 standard criteria (see note 2.7.3.2 of the 2022 Universal Registration Document).
Fair value changes were not material at the closing date.
No investments instruments had been provided as guarantees or subjected to restrictions as of the end of the period.
The amount of non-available cash and cash equivalents amounted to €9,507 thousand and concerns cash at the Russian subsidiary. Russia's current foreign exchange controls and legal restrictions (Presidential Decree No. 254 of May 4, 2022) make the Russian subsidiary's cash surplus unavailable for general use by the parent company ("restricted cash").
To date, the subsidiary has honored the payment of its debts, both to the BOIRON parent company and to third parties outside the Group.
The reconciliation between the cash position on the consolidated balance sheet and the net cash position on the statement of consolidated cash flows is as follows:
| CASH FLOWS STATEMENT | 06/30/2023 | 12/31/2022 | |
|---|---|---|---|
| Cash and cash equivalents | Consolidated balance sheet | 232,261 | 250,945 |
| Net impairment of cash equivalents | Consolidated balance sheet | (476) | |
| Unrealized gain on cash equivalents | Consolidated balance sheet | 79 | 355 |
| Cash liabilities* (included in current borrowings and financial debts) | Consolidated balance sheet | 997 | 1,406 |
| Net cash position | Statement of consolidated cash flows | 231,185 | 249,660 |
* Banking facilities essentially.
The decrease in net cash position in the 2023 first half-year is mainly due to the decrease in profitability impacting cash flows from operating activities, offset by outflows of tangible and intangible fixed assets purchases, dividends paid to shareholders.
The costs incurred in the 2023 first half-year related to the reorganization in France amount to approximately €6,614 thousand, impacting cash flows from operating activities.
As of June 30, 2023, the share capital is comprised of 17,545,408 fully paid-up shares of €1 each.
There are no preference shares.
BOIRON parent company is not subjected to any external regulatory or contractual constraints on its capital. For monitoring purposes, the company includes the same elements in its shareholders' equity as those integrated into the consolidated shareholders' equity.
The capital is comprised as follows (number of shares):
| Capital | 06/30/2023 | 12/31/2022 |
|---|---|---|
| Total number of shares | 17,545,408 | 17,545,408 |
| Treasury shares | (183,225) | (169,735) |
| Number of shares excluding treasury shares | 17,362,183 | 17,375,673 |
Shares registered to the same person for three years or more have double voting rights at shareholders' meetings.
There are no share warrants in circulation and the company has not introduced any employee stock option plans or dilutive instruments.
Treasury shares are valued at the historical cost, their value is directly booked in consolidated shareholders' equity.
As of June 30, 2023, the treasury shares portfolio amounted to €7,397 thousand and is composed of:
Acquisitions made during the fiscal year totalled €2,370 thousand, all via the liquidity contract. Disposals during the fiscal year totalled €1,948 thousand (in historical acquisition cost), all via the liquidity contract. The unrealized loss on the portfolio was €344 thousand (based on the average price in June 2023).
| Dividend per share in euro | |
|---|---|
| 2021 dividend paid in 2022 | 0.95 |
| 2022 dividend paid in 2023 | 1.10 |
| Borrowings and financial debts | 12/31/2022 | Increases | Decreases | Earn-outs (ABBI's acquisition) |
Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|---|
| Total Treasury liabilities | 1,406 | 4 | (410) | 0 | (3) | 997 |
| Financial borrowings | 532 | (49) | 0 | 483 | ||
| Profit-sharing reserve | 2,191 | 18 | (867) | 1,342 | ||
| Financial liabilities related to earn-out | 8,067 | (8,067) | 0 | |||
| Derivative instruments related to earn-out | 1,600 | (1,600) | 0 | |||
| Total Borrowings and financial debts | 12,390 | 18 | (916) | (9,667) | 0 | 1,825 |
| TOTAL BORROWINGS AND FINANCIAL DEBTS | 13,796 | 2 2 | (1,326) | (9,667) | (3) | 2,822 |
| Included non-current | 11,564 | 18 | (90) | (9,667) | (1,343) | 482 |
| Included current | 2,232 | 4 | (1,236) | 1,340 | 2,340 |
As stated in note 1.1, the earn-out liabilities and related derivative instrument were written-off in the amounts of -€8,067 thousand and -€1,600 thousand respectively.
| Rental liabilities | 12/31/2022 | Increases | Decreases | Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|
| Non-current rental liabilities relating to real estate leases | 3,425 | 1,871 | 0 | (724) | 4,572 |
| Current rental liabilities relating to real estate leases | 1,309 | 496 | (869) | 717 | 1,653 |
| TOTAL CURRENT AND NON-CURRENT RENTAL LIABILITIES RELATING TO REAL ESTATE | 4,734 | 2,367 | (869) | (7) | 6,225 |
| Non-current rental liabilities relating to vehicle leases | 1,749 | 887 | 0 | 0 | 2,636 |
| Current rental liabilities relating to vehicle leases | 1,887 | 457 | (1,344) | 0 | 1,000 |
| TOTAL CURRENT AND NON-CURRENT RENTAL LIABILITIES RELATING TO VEHICLE LEASES | 3,636 | 1,344 | (1,344) | 0 | 3,636 |
| TOTAL CURRENT AND NON-CURRENT RENTAL LIABILITIES | 8,370 | 3,711 | (2,213) | (7) | 9,861 |
As stated in note 1, estimated impact on employee benefits of French pension reform is not material.
| Impact on other comprehensive income | ||||||||
|---|---|---|---|---|---|---|---|---|
| Employee benefits | Company Name | Country | 12/31/2022 | Impact on operating income |
Impact on financial income |
Actuarial differencies (1) |
Currency translation adjustments and other movements |
06/30/2023 |
| Retirement Indemnities | BOIRON parent company | France | 9,569 | (465) | 210 | (486) | 8,828 | |
| Retirement Indemnities | BOIRON CARAIBES | France | 386 | 18 | 0 | 0 | 404 | |
| Retirement Indemnities | BOIRON (La Réunion) | France | 151 | 0 | 0 | 0 | 151 | |
| Agreement on Preparation for Retirement BOIRON parent company | France | 44,771 | (728) | 822 | (317) | 0 | 44,548 | |
| Retirement commitments | BOIRON SP | Poland | 1 | 0 | 1 | |||
| Total post-employment benefits (defined contribution plans) | 54,878 | (1,175) | 1,032 | (803) | 0 | 53,932 | ||
| Long-service bonuses | BOIRON parent company | France | 5,364 | 22 | 5,386 | |||
| Long-service bonuses | BOIRON CARAIBES | France | 4 7 | 0 | 0 | 0 | 4 7 | |
| Bonuses granted | BOIRON SOCIEDAD IBERICA DE HOMEOPATIA | Spain | 268 | (12) | 0 | 0 | 256 | |
| Bonuses granted | BOIRON INDE | India | 3 3 | (4) | 0 | 2 9 | ||
| Bonuses granted | BOIRON | Belgium | 157 | 5 | 0 | 162 | ||
| Early retirement | UNDA | Belgium | 12 | (12) | 0 | 0 | ||
| Total other long-term benefits | 5,881 | (1) | 0 | 0 | 0 | 5,880 | ||
| TOTAL EMPLOYEE BENEFITS RECORDED UNDER NON-CURRENT LIABILITIES | 60,759 | (1,176) | 1,032 | (803) | 0 | 59,812 |
(1) including +€306 thousand related to the discounting of the fair value of the outsourced Retirement Indemnities fund of BOIRON parent company (see note 2.2.4).
The change in non-current employee benefits during the 2022 first half-year was as follows:
| Impact on | Impact on other comprehensive income | |||||
|---|---|---|---|---|---|---|
| Employee benefits | operating income |
Impact on financial income |
Actuarial differencies (1) |
Currency translation adjustments and other movements |
06/30/2022 | |
| Total post-employment benefits | 379 | 383 | 0 | |||
| (defined contribution plans) | 65,025 | (10,294) | 55,493 | |||
| Total other long-term benefits | 6,532 | (481) | 0 | 0 | 1 | 6,052 |
| TOTAL EMPLOYEE BENEFITS RECORDED UNDER NON-CURRENT LIABILITIES | 71,557 | (102) | 383 | (10,294) | 1 | 61,545 |
(1) including -€18,531 thousand related to the increase in the discount rate (3.3% as of June 30, 2022 versus 1.2% as of December 31, 2021), +€7,694 thousand related to the rise in the salary increase rate (2.5% as of June 30, 2022 versus 1.5% as of December 31, 2021) and +€543 thousand related to the discounting of the fair value of the outsourced Retirement Indemnities fund of BOIRON parent company (see note 2.2.3).
| Retirement Indemnities | Impact on operating income 12/31/2022 |
Impact on financial income |
|||||
|---|---|---|---|---|---|---|---|
| BOIRON parent company | Cost of services |
Payments | Plan changes | Interest cost net of estimated return on investment |
Actuarial differences |
06/30/2023 | |
| Actual value of liabilities | 30,015 | 1,026 | (1,287) | (741) | 534 | (181) | 29,366 |
| Investments value | (20,446) | 537 | (324) | (305) | (20,538) | ||
| Retirement indemnity provision - BOIRON parent company |
9,569 | 1,026 | (750) | (741) | 210 | (486) | 8,828 |
| Agreement on Preparation for Retirement provision (discounted value of commitment) - |
44,771 | 1,300 | (1,247) | (781) | 822 | (317) | 44,548 |
| Retirement Indemnities BOIRON parent company |
12/31/2021 | Impact on operating income | Impact on financial income |
Impact on other comprehensive income |
|||
|---|---|---|---|---|---|---|---|
| Cost of services |
Payments | Plan changes | Interest cost net of estimated return on investment |
Actuarial differences (1) |
06/30/2022 | ||
| Retirement indemnity provision - BOIRON parent company |
13,000 | 1,167 | (1,500) | 0 | 75 | (2,965) | 9,777 |
| Agreement on Preparation for Retirement provision (discounted value of commitment) - BOIRON parent company |
51,577 | 1,520 | (822) | 0 | 308 | (7,329) | 45,254 |
(1) including -€18,531 thousand related to the increase in the discount rate (3.3% as of June 30, 2022 versus 1.2% as of December 31, 2021), +€7,694 thousand related to the rise in the salary increase rate (2.5% as of June 30, 2022 versus 1.5% as of December 31, 2021) and +€543 thousand related to the discounting of the fair value of the outsourced Retirement Indemnities fund of BOIRON parent company (see note 2.2.3).
| Current provisions | 12/31/2022 | Increases | Decreases (unused) |
Decreases (used) |
Currency translation adjustments and other movements |
06/30/2023 |
|---|---|---|---|---|---|---|
| Provisions for returned goods | 5,290 | 2,503 | (408) | (2,117) | (27) | 5,241 |
| Provisions for contingencies and lawsuits Provisions for reorganizations |
2,552 20,723 |
190 537 |
(187) (197) |
(303) (6,379) |
(3) 0 |
2,249 14,684 |
| Other provisions for other expenses | 824 | 0 | (11) | (140) | 0 | 673 |
| TOTAL CURRENT PROVISIONS | 29,389 | 3,230 | (803) | (8,939) | (30) | 22,847 |
| Non-current provisions | 12/31/2022 | Increases | Decreases (unused) |
Decreases (used) |
Currency translation adjustments and other movements |
06/30/2023 |
| Provisions for contingencies and lawsuits | 143 | 0 | (62) | (32) | 0 | 4 9 |
| TOTAL NON-CURRENT PROVISIONS | 143 | 0 | (62) | (32) | 0 | 4 9 |
The provisions for reorganizations amounted to €14,684 thousand as of June 30, 2023 and mainly concern BOIRON parent company (€14,455 thousand) as part of the reorganization started in 2020. The changes in the first half of 2023 are:
As the Group is not able to reliably estimate the rate of disbursements, the provision remains classified as "current". As such, no discounting impact has been considered.
The reorganization net impact on the operating income is set out in note 23.
The change in current and non-current provisions for the 2022 first half-year was as follows:
| Current provisions | 12/31/2021 | Increases | Decreases (unused) |
Decreases (used) |
Currency translation adjustments and other movements |
06/30/2022 |
|---|---|---|---|---|---|---|
| Provisions for returned goods | 3,825 | 1,848 | (154) | (1,407) | 133 | 4,245 |
| Provisions for contingencies and lawsuits Provisions for reorganizations |
1,732 44,031 |
198 0 |
(48) (480) |
(35) (10,829) |
8 0 |
1,855 32,722 |
| Other provisions for other expenses | 296 | 0 | 0 | (5) | 0 | 291 |
| TOTAL CURRENT PROVISIONS | 49,884 | 2,046 | (682) | (12,276) | 141 | 39,113 |
| Non-current provisions | 12/31/2021 | Increases | Decreases (unused) |
Decreases (used) |
Currency translation adjustments and other movements |
06/30/2022 |
| Provisions for contingencies and lawsuits | 143 | 0 | 0 | 0 | 3 | 146 |
| TOTAL NON-CURRENT PROVISIONS | 143 | 0 | 0 | 0 | 3 | 146 |
The provisions for reorganizations in France amounted to €32,099 thousand as of June 30, 2022. The changes in the first half of 2022 were:
Other contingent assets and liabilities are mentioned in note 27.
| 06/30/2023 | 12/31/2022 | ||||
|---|---|---|---|---|---|
| Other liabilities | Current | Non-current | Current | Non-current | |
| INCOME TAX PAYABLES (non-financial liabilities) | 1,693 | 0 | 2,113 | 0 | |
| Non-financial liabilities | 53,408 | 1,268 | 55,626 | 1,261 | |
| State and local government, excluding income tax | 5,743 | 0 | 4,252 | 0 | |
| Personnel and social security organizations | 47,227 | 1,268 | 51,191 | 1,261 | |
| Deferred revenue | 438 | 0 | 183 | 0 | |
| Financial liabilities valued at cost | 11,399 | 5 9 | 12,381 | 5 9 | |
| Fixed assets suppliers | 3,373 | 0 | 2,506 | 0 | |
| Credit customer accounts | 7,689 | 9,163 | |||
| Other creditors | 337 | 59 | 712 | 59 | |
| Derivative instruments | 4 5 | 0 | 0 | 0 | |
| TOTAL OTHER LIABILITIES | 64,852 | 1,327 | 68,007 | 1,320 |
Other non-current liabilities mainly correspond to the debt related to the Italian TFR (payment of a retirement indemnity to Italian staff).
Deferred income from customer contracts was not material.
Neither the nature nor maturity of the Group's financial assets and liabilities changed materially compared to December 31, 2022.
As of December 31, 2022, the only financial instruments valued at fair value are investments and derivative instruments (see notes 13 and 20), corresponding to level 2 of the hierarchy defined in the standard IFRS 13 (see note 2.10 of 2022 Universal Registration Document). The Group did not find any adjustments related to counter party risks (non-payment risk of an asset) or credit risks (non-payment risk of a liability).
As stated in notes 1.1 and 16, derivative instruments related to the earn-outs and the 30% buyback commitment for ABBI were written-off as of June 30, 2023. As a result, it only remains risk-hedging financial instruments to limit the exchange rate exposure.
On December 31, 2022, and on June 30, 2023, the current derivative instruments of change only correspond to hedges of fair value and no cash flows. Consequently, changes in value related to derivative instruments were totally recognized in consolidated net income. There is no change on other comprehensive income booked in 2022 and 2023.
Outstanding futures options and forward transactions and the fair value of those instruments were not material as of June 30, 2023.
As of June 30, 2023, all accounts receivables of our Russian subsidiary are covered by credit insurance. This situation is being monitored at Group level.
In addition, the Group's exposure to market, credit and liquidity risks did not significantly change compared to December 31, 2022 (note 23 of the 2022 Universal Registration Document).
The Days Sales Outstanding (DSO) of the BOIRON Group is 57 days, versus 56 days as of December 31, 2022. As a reminder, the DSO was 55 days at the end of June 2022.
As of June 30, 2023, the amount of accounts receivables due and not impaired amounted to €13,082 thousand, namely 16.4% of accounts receivables (versus €15,239 thousand, namely 14.9% of accounts receivables as of December 31, 2022), a portion of these receivables are covered by a credit insurance policy. This increase is essentially due to payment delays in the United-States, Tunisia and Romania, all are monitored and controlled by the Group.
Accounts receivables less than one month past due represent 31.2% of this amount.
There was no major change in the structure of the accounts receivables ageing balance during the 2023 first half-year (see note 2.2).
The risks identified in countries in economic difficulty have not changed materially.
As of June 30, 2023, or as of December 31, 2022, there was no offsetting agreements or accounts receivable restructuring agreements.
As of June 30, 2023, the Group posted sales of €1,460 thousand via the Pharmacie Centrale de Tunisie, the country's sole importer of medications. Due to the healthcare system funding crisis which has affected Tunisia since late 2016, BOIRON has suffered delays in the payment of accounts receivable and longer payment times. Note that all accounts receivable are covered by credit insurers and that no losses were recognized on the 2023 first half-year. The situation is being monitored at the Group level.
Losses on bad debts, net of accruals and reversal on depreciations for bad debts amounted to €12 thousand, 0.01% of consolidated sales, versus €41 thousand in 2022 (0.02% of consolidated sales).
The BOIRON Group did not observe any material failures on the 2023 first half-year, as in 2022 and did not expect any material failures in the upcoming months. The liquidity risk remains low. The BOIRON Group financial structure is balanced and its debt, excluding rental liabilities, is marginal.
| Operating revenue | 2023 (6 months) |
% | 2022 (6 months) |
% |
|---|---|---|---|---|
| Non-proprietary homeopathic medicines | 87,466 | 36.5 | 88,876 | 34.6 |
| Homeopathic specialties | 136,970 | 57.1 | 121,916 | 47.5 |
| Other health products | 15,449 | 6.4 | 45,970 | 17.9 |
| TOTAL SALES | 239,884 | 100.0 | 256,762 | 100.0 |
Revenue recognition rules are the same according to the different products line (see note 2.11.1 of the 2022 Universal Registration Document).
The product lines presented in this breakdown of sales do not constitute operating segments.
The breakdown of sales by geographical area is given in note 6 on segment information.
| 2023 | 2022 | |
|---|---|---|
| Other operating revenue and expenses | (6 months) | (6 months) |
| Foreign exchange gains and losses on operating transactions | 38 | 1,028 |
| Gains and losses on derivative instruments (related to operating hedges) | (113) | (633) |
| Tax credits (including research tax credits) | 544 | 500 |
| Reorganization in France - net costs (excluding employee benefits) | (654) | 511 |
| ABBI goodwill impairment | (4,297) | |
| Write-off of liabilities and derivative instruments related to ABBI earn-out | 9,667 | |
| Closure of BOIRON India in 2023 - provisions and impairment charges | (405) | |
| Other net changes in assets depreciations | 1 | 4 |
| Income on asset disposals | 643 | 1,331 |
| Others | 11 | 176 |
| TOTAL | 5,435 | 2,917 |
| Including other operating revenue | 10,937 | 3,627 |
| Including other operating expenses | (5,502) | (710) |
In 2023, other operating expenses and revenue include:
For information, €6,614 thousand were disbursed in the 2023 first half-year, most were provisioned.
For information, €10,663 thousand were disbursed in the 2022 first half-year, fully provisioned.
• €1,331 thousand in income on asset disposals mainly generated by the sale of Limoges site (€682 thousand) and Pau site (€667 thousand).
| 2023 | 2022 | |
|---|---|---|
| Income tax | (6 months) | (6 months) |
| Current taxes payable | (4,330) | (5,697) |
| Deferred taxes | (1,429) | 987 |
| TOTAL | (5,759) | (4,710) |
| Effective rate | 27.9% | 27.5% |
The difference between the recognized tax charge and the tax that would have been recognized at the nominal rate break down as follows:
| Income tax | 2023 | % | 2022 | % |
|---|---|---|---|---|
| (6 months) | (6 months) | |||
| Theoretical tax | (5,330) | 25.8 | (4,418) | 25.8 |
| Impact of subsidiaries tax rates | 418 | (2.0) | 131 | (0.8) |
| Impact of reduced tax rates in France | (19) | 0.1 | 8 | (0.0) |
| Permanent differences | (53) | 0.3 | (281) | 1.6 |
| Fiscal loss or gain without recognition of income tax | (47) | 0.2 | 2 | (0.0) |
| Tax credits, deferred income tax adjustment and other | (728) | 3.5 | (152) | 0.9 |
| TOTAL INCOME TAX | (5,759) | 27.9 | (4,710) | 27.5 |
The Group's theoretical tax rate is calculated based on the rate applicable in France in 2023, namely 25.83%.
| Earnings per share | 2023 | 2022 |
|---|---|---|
| (6 months) | (6 months) | |
| Net earnings (in thousand of euros) | 15,468 | 12,524 |
| Average number of shares for the fiscal year | 17,362,168 | 17,403,358 |
| EARNINGS PER SHARE (in euros) | 0.89 | 0.72 |
In the absence of dilutive instruments, the average earnings per share is the same as the average diluted earnings per share.
Off-balance sheet liabilities related to Group operating activities did not change significantly during the 2023 first half-year.
The reciprocal purchase and sale commitment relating to the remaining 30% of the capital to be acquired was recognized under other financial liabilities as of December 31, 2022. As of June 30, 2023, the analysis led to write-off these liabilities (see notes 1.1 and 16).
As of June 30, 2023, BOIRON had not activated the liability guarantees included in the purchase contract.
The purchase contract provides for the payment of an earn-out to the transferor, which will be calculated based on 2027 sales.
No amounts were recognized for these earn-out payments, as the recognition criteria had not yet been met.
Assets (trademarks, patents, and manufacturing equipment) were fully written down in 2019 in the amount of €2,069 thousand.
Off-balance sheet liabilities relating to isolated asset acquisitions include the acquisition of the ALKANTIS company's trademarks and patents. This self-financed acquisition in 2017 amounted to €2,495 thousand.
Quebec.
BOIRON Canada was the subject of two consumer lawsuits, on March 16, 2012 in Ontario and April 13, 2012 in Quebec, aiming to launch class actions.
In Quebec, the Montreal Superior Court refused the request in its judgement handed down on January 19, 2015. The Quebec Appeals Court overruled this judgement on October 26, 2016 and authorized the start of class action proceedings. Our Canadian subsidiary appealed the judgement of the Appeals Court before the Supreme Court of Canada. The Supreme Court rejected our appeal in May 2017. Substantive proceedings are under way before the Superior Court of
In Ontario, proceedings have not evolved since the suit was filed by the plaintiff.
At this stage, BOIRON Group is unable to assess the risk in relation to these matters. As such, the principles set out in note 2.9.4 of 2022 Universal Registration Document did notresult in the recognition of a provision as of June 30, 2023. No significant change was recorded in 2023.
We are involved in a commercial dispute with the company from which we acquired the trademarks and patents for a sterile cooling compress medical device called "Alkantis Ice Stérile".
The application of the principles set out in note 2.9.4 of 2022 Universal Registration Document did not result in the recognition of a provision as of June 30, 2023. No significant change was recorded in 2023.
There are no other governmental, judicial or arbitration proceedings, including all proceedings of which the company is aware, or which are pending or threatened, which may have or have had a material impact upon the financial position or profitability of the company or the Group in the past six months.
There was no significant change in managers' compensation conditions compared to the fiscal year 2022 (see note 35.2 of notes to the consolidated financial statements as of December 31, 2022).
The BOIRON Board of Directors met on 4 July and took note of the signing of an exclusive agreement between the Boiron family group, which holds 69.9% of the capital (at 23 June 2023) and 78.3% of the voting rights of BOIRON, investor EW HEALTHCARE PARTNERS and BOIRON DEVELOPPEMENT, with the intention of filing a proposed simplified compulsory tender offer for the BOIRON shares, followed by a squeeze-out if the conditions are met at the end of the offer (the "Transaction")1 .
This transaction is in keeping with the Group's existing strategy, which does not require it to remain listed, particularly given the share's very low liquidity. Unlisted company status appears to be much better suited to the BOIRON Group's development, which wishes to make major investments over the long term.
Thierry Boiron, Chairman of the Board of Directors, made the following comments: "This transaction marks a new chapter in the history of our company, and will give us greater freedom in our long-term strategic choices, particularly in terms of investment, while upholding the Group's values and our family commitment to homeopathy."
In order to complete the Transaction, the BOIRON family concert will transfer, based on the same price as the offer price, and by way of sale and contribution, all the BOIRON shares it holds to BOIRON DEVELOPPEMENT, which will be the initiator of the public offer and will be controlled by the two family holding companies. By their side, EW HEALTHCARE PARTNERS, specialising in Healthcare, will take a minority stake in BOIRON DEVELOPPEMENT. Furthermore, the Group's employee investment fund (FCPE), which currently holds 5.6% of BOIRON's capital, was offered the opportunity to reinvest in BOIRON DEVELOPPEMENT at a comparable level and on the same financial terms as those of the offer.
The Transaction values the BOIRON share at €50. BOIRON DEVELOPPEMENT's simplified tender offer (the "Offer") would be made at €39.64 per BOIRON share, less an exceptional dividend of €10.36 per BOIRON share. The exceptional dividend will be subject to approval by the Combined General Meeting of the BOIRON shareholders, scheduled to meet on 16 October 2023, and will be paid to all BOIRON shareholders prior to and subject to the Transaction. Please note that at 30 June 2023, BOIRON had net cash of €221.67m and generated cash flow of €19.6m in the first half of 2023, which more than covered net capital expenditure for the period (€13.5m). BOIRON will retain its financial flexibility thanks to a positive net cash position.
The Offer price of €39.64 per BOIRON share, net of the exceptional dividend paid prior to the opening of the Offer (€10.36 per BOIRON share), would represent a premium of 36.0% over the last closing price prior to this press release (€29.14 on 3 July
1 See press release published by the Company on 4 July 2023.
2023) and of 38.4% and 41.8% over the volume-weighted average prices for the last 20 and 60 trading days. The prices specified above for the calculation of premiums are adjusted for the amount of the exceptional dividend paid prior to the opening of the Offer. This Offer price would be payable in cash.
In accordance with applicable regulations, the Transaction will be carried out subject to a fairness opinion by firm BM&A1 , appointed as independent expert by the Board of Directors on 18 July 20232 on the recommendation of its ad hoc committee, consultation procedures with employee representative bodies and a compliance opinion from the French Financial Markets Authority (AMF). The independent expert will be tasked with drawing up a report on the financial terms of the proposed Offer, in accordance with Articles 261-1 I, 2 and II of the AMF's general regulation. If the 90% capital and voting right thresholds are crossed, the simplified takeover bid will be followed by a squeeze-out if the applicable statutory and regulatory conditions have been met.
At its meeting held on 4 July 2023, the BOIRON Board of Directors issued an initial favourable opinion on this Transaction, and will issue a reasoned opinion as soon as the independent expert's fairness opinion and the opinion of the employee representative bodies have been released.
The final agreements relating to the transfer of the majority block of shares to BOIRON DEVELOPPEMENT at the Offer price may be signed following consultation with the employee representative bodies, any regulatory authorisations that may be required and the fulfilment of standard prerequisites and conditions precedent. Depending on the timing of the consultations and fulfilment of the prerequisites and conditions precedent, the final agreements may be signed at the beginning of the fourth quarter of this year (all information relating to the planned Offer can be viewed on www.opas-boiron.com).
No other subsequent event having a potential material impact on the Group's financial statements has been identified.
1 Email: [email protected]; Tel.: +33 (0)1 40 08 99 50
2 See press release published by the Company on 18 July 2023.
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
GRANT THORNTON Cité internationale 44, quai Charles-de-Gaulle CS 60095 69463 Lyon cedex 06
SAS with share capital of €5,986,008 Lyon Trade and Companies Register 351 497 649
SAS with share capital of €2,297,184 Nanterre Trade and Companies Register B 632 013 843
To the Shareholders,
In compliance with the assignment entrusted to us by your General 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:
the review of the accompanying condensed half-yearly consolidated financial statements of BOIRON, for the period from January 1st to June 30,2023
the verification of the information presented in the half-yearly management report.
These condensed consolidated interim financial statements were prepared under 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 condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Lyon, September 7, 2023
The Statutory Auditors French original signed by
GRANT THORNTON MAZARS
Françoise MECHIN Emmanuel CHARNAVEL Séverine HERVET
I declare that to the best of my knowledge, the condensed half-year financial statements, have been prepared according to the applicable accounting standards and provide a fair view of the businesses, financial position and income of all entities in the company's scope of consolidation, and the half-year report provides a true and fair view of the highlights of the first six months, their impact on the financial statements, the main related party transactions as well as a description of the main risks and main uncertainties for the remaining six months of the fiscal year.
Messimy September 7, 2023
Valérie Lorentz-Poinsot General Manager
2, avenue de l'Ouest Lyonnais 69510 Messimy - France Tél. + 33 (0)4 78 45 61 00 Société anonyme au capital de 17 545 408 € 967 504 697 RCS Lyon
www.boiron.fr
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