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Econocom Group SE — Interim / Quarterly Report 2011
Aug 31, 2011
3943_ir_2011-08-31_9525c9ed-4da8-4ded-9d77-4636dd94ced2.pdf
Interim / Quarterly Report
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2011 half-year report
CONTENTS
| Statement by the person responsible for the half-year financial report | 3 | |
|---|---|---|
| Management report | 4 | |
| A. | Consolidated key figures | 5 |
| B. | Comments as of June 30, 2011 | 7 |
| C. | Group structure | 10 |
| Consolidated financial statements | 11 | |
| A. | Statement of consolidated comprehensive income | 12 |
| B. | Statement of consolidated financial position | 14 |
| C. | Statement of consolidated cash flows | 16 |
| D. | Statement of changes in consolidated equity | 18 |
| E. | Notes to the consolidated financial statements | 19 |
STATEMENT BY THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
To the best of my knowledge, the financial statements for the half-year ended June 30, 2011 have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation as a whole, and the interim management report appended hereto gives a fair presentation of important events that have occurred during the first six months of the financial year, of their impact on the financial statements, and of major related party transactions, together with a description of the principal risks and uncertainties for the remaining six months of the financial year.
August 31, 2011
Chairman of Econocom Jean-Louis Bouchard
Management report
A. CONSOLIDATED KEY FIGURES
(in € millions)
| Key figures (unaudited) | H1 2011 | H1 2010 |
|---|---|---|
| Revenue by activity | 763.7 | 361.3 |
| Managed Services | 110.1 | 59.2 |
| Products and Solutions | 116.0 | 99.0 |
| IT Financial Services | 519.5 | 185.2 |
| Telecom Services | 18.1 | 17.9 |
| Recurring operating profit (before amortisation of ECS portfolio) | 18.6 | 10.7 |
| Recurring operating profit | 17.6 | 10.7 |
| Operating profit | 12.8 | 9.3 |
| Profit for the period, excluding non-controlling interests | 2.7 | 6.2 |
| Operating cash flow(1) | 17.1 | 13.0 |
| Equity | 123.0 | 91.2 |
| Net cash and cash equivalents | (112.9) | 18.3 |
| Earnings per share (€) | ||
| Earnings per share (€) | 0.115 | 0.277 |
| Diluted earnings per share (€) | 0.113 | 0.276 |
(1) Operating cash flow before interest and taxes
| H1 2011 | H1 2010 | |
|---|---|---|
| Number of shares | 26,172,897 | 22,411,651 |
| Share value as of June 30 (€) | 15.21 | 11.10 |
| Market capitalization as of June 30 (in € millions) | 398 | 275 |
The highlight of 2010 was the acquisition of ECS Group, consolidated in the Econocom Group financial statements since October 1st 2010. In the first half of 2011, the Group totally reimbursed the bank loan (€132 million) as well as the equity bridge (€40 million) contracted for this acquisition. In the first semester of 2011, Econocom Group posted a consolidated revenue of €763.7 million compared to €361.3 million for the first semester of 2010.
The good business trend and the first synergies resulting from the integration of ECS led to a sharp rise in recurring operating profit, which climbed to €18.6 million before a €1 million amortisation of the ECS portfolio, versus €10.7 million for the same period last year. The Group benefited from the complementary nature of the two groups, particularly in terms of geographic location, customer portfolios and areas of expertise, as well as from the growing success of the Group's enterprise solutions offering, which combines the Group's expertise in every field to optimize business and operating synergies.
The Group's operating profit over the first semester 2011 is €12.8 million, compared to €9.3 million in the six months to June 30, 2010. The non-recurring expenses correspond to the operational restructuring costs (amounting to €4.8 millions) incurred on the ECS acquisition during the first semester.
The financial result of the period (a cost of €7.4 million versus €0.3 million for the first semester 2010) is
largely impacted by the financial interests paid to the banks on the ECS acquisition debt and by the financial restructuring costs linked to the accelerated reimbursement of this bank debt (which has been totally reimbursed before June 30, 2011). On the other hand, a convertible note was issued in May 2011 for a gross value of €84 million.
Net profit on first-half 2011 stands at €2.7 million, impacted by non-tax-deductible items. The effective tax rate for the period, excluding non-recurrent items, is 31.4%, compared to 30.6% at June 30, 2010.
Econocom Group further strengthened its financial position with shareholders' equity reaching €123.0 million at the end of June 2011, compared to €91.2 million one year ago and €125.7 million on December 31, 2010.
Net debt (net of cash) amounts to €112.9 million on June 30, 2011, versus a positive figure of €18.3 million as of June 30, 2010. The net debt on June 30, 2011 is composed of:
| Financing of working capital needs and other debt |
€1.9M |
|---|---|
| Financing of ECS acquisition (convertible loan + shareholder loan) |
(€87.6M) |
| Recourse refinancing debt of lease contracts | (€27.2M) |
B. COMMENTS AS OF JUNE 30, 2011
1. Scope of consolidation
There was no major change in the scope of consolidation in the first half of 2011.
2. Results
2.1. Goodwill
No impairment of goodwill was recorded in the six months to June 30, 2011.
Goodwill can be broken down as follows:
| Acquisition | |
|---|---|
| as of June 30, 2011 | date |
| 108.0 | 2010 |
| 2.7 | 2008 |
| 7.3 | 2007 |
| 0.8 | 2007 |
| 0.7 | 2007 |
| 1.2 | 2007 |
| 0.3 | 2006 |
| 1.2 | 2006 |
| 0.8 | 2005 |
| 2.7 | 2005 |
| 0.0 | 2005 |
| 7.5 | 2004 |
| 1.1 | 2004/2006 |
| 2.5 | 1996 to 2003 |
| 136.8 | |
| Net value |
2.2. Key figures by business
Consolidated revenue, excluding intragroup operations, can be analyzed as follows:
| (in € millions) | H1 2011 | H1 2010 |
|---|---|---|
| Managed Services | 110 | 59 |
| Products and Solutions | 116 | 99 |
| IT Financial Services | 520 | 185 |
| Telecom Services | 18 | 18 |
| Total | 764 | 361 |
The contribution of each business to recurring operating profit is as follows:
| (in € millions) | H1 2011 | H1 2010 |
|---|---|---|
| Managed Services | (1.2) | 1.8 |
| Products and Solutions | 2.0 | 1.5 |
| IT Financial Services | 17.7 | 7.4 |
| Telecom Services | 0.9 | 1.1 |
| Non allocated costs | (0.8) | (1.1) |
| Total before amortisation of ECS portfolio | 18.6 | 10.7 |
| Amortisation of ECS portfolio | (1.0) | - |
| Total after amortisation of ECS portfolio | 17.6 | 10.7 |
Managed Services slightly increased its revenue, on a comparable basis, compared to the first semester 2010, but its profit has been impacted by some price renegotiations and by important investments made in the Outsourcing business line.
Products and Solutions has strongly grown, with revenue growth of 17%, as well as a larger order book and a higher profitability compared to the same period last year.
IT Financial Services strongly benefited from the acquisition of ECS revenue as well as profit wise.
Telecom Services is stable compared to the first semester 2010 in terms of revenue and profitability.
3. Outlook
The Group's Management anticipates that 2011 will be another year of growth on a constant group structure basis and confirms its global 2011 target of a €1.4 billion revenue and €56 million of recurring operating result.
4. Risk factors and disputes
To Econocom's knowledge, since the publication of the 2010 annual report, no risk factors (except market factors) or new disputes have been identified that could, taken individually or concurrently, have a material impact on the results, financial position or assets of the company or the Group.
5. Related parties
There has been no major change regarding related parties since the publication of the 2010 annual report.
6. Human resources
The Econocom Group had 3,619 employees as of June 30, 2011, compared with 3,664 as of December 31, 2010.
7. Share value and ownership structure
The Econocom share value increased by 52% over the first six months of the year, to stand at €15.21 on June 30, 2011. Since then, the share value has fluctuated due to the market conditions to stand at approximately €13 as at today.
Ownership structure as of June 30, 2011 :
| June 30, 2011 | December 31, 2010 | |||
|---|---|---|---|---|
| % of capital | Number of shares |
% of capital | Number of shares |
|
| Companies controlled by Jean-Louis Bouchard | 49.10% | 12,849,864 | 49.08% | 12,845,194 |
| Société Générale | 7.05% | 1,845,958 | 10.42% | 2,727,273 |
| Bestinver Gestion | 12.28% | 3,214,156 | 14.17% | 3,709,679 |
| Valgest - V. Wajs | 4.60% | 1,202,708 | 4.73% | 1,237,608 |
| Treasury stock | 3.86% | 1,009,206 | 0.67% | 175,828 |
| Public shareholders | 23.12% | 6,051,005 | 20.93% | 5,477,315 |
| Total | 100% | 26,172,897 | 100% | 26,172,897 |
Management report
C. GROUP STRUCTURE
10 I 2011 half-year report
Consolidated financial statements
A. STATEMENT OF COMPREHENSIVE INCOME
Income statement
| (in € thousands) | H1 2011 | H1 2010 |
|---|---|---|
| Revenue from continuing operations | 763,719 | 361,250 |
| Operating expenses | (746,143) | (350,508) |
| Cost of sales | (576,568) | (260,983) |
| Personnel costs | (108,366) | (55,824) |
| External expenses | (48,860) | (31,029) |
| Depreciation, amortisation and provisions | (4,518) | (1,276) |
| Taxes (other than income taxes) | (5,783) | (2,035) |
| Impairment losses on current assets, net | (1,297) | (198) |
| Other operating income and expenses | (284) | 595 |
| Financial income, operating activities | (467) | 242 |
| Recurring operating profit | 17,576 | 10,742 |
| Other non-recurring operating income and expenses | (4,793) | (1,466) |
| Operating profit | 12,783 | 9,276 |
| Financial result | (7,415) | (324) |
| Profit before tax | 5,368 | 8,952 |
| Income tax | (2,689) | (2,742) |
| Profit from continuing operations | 2,679 | 6,210 |
| Income from equity associates | 40 | |
| Consolidated net profit | 2,719 | 6,210 |
| Minority interests | 2 | 2 |
| Net profit excluding minority interests | 2,721 | 6,212 |
Comprehensive income statement
| (in € thousands) | H1 2011 | H1 2010 |
|---|---|---|
| Consolidated net profit | 2,719 | 6,210 |
| Adjustments to the fair value of financial instruments and other financial assets |
66 | 304 |
| Changes in actuarial gains/losses | (707) | 583 |
| Actuarial gains / losses on employee benefits | 28 | (135) |
| Taxes relating to other comprehensive income items | (13) | 45 |
| Total other comprehensive income | (626) | 797 |
| Total comprehensive income for the period | 2,093 | 7,007 |
| Attribuable to the Group | 2,095 | 7,009 |
| Attribuable to minority interests | (2) | (2) |
| Basic earnings per share | 0.115 | 0.277 |
|---|---|---|
| Diluted earnings per share | 0.113 | 0.276 |
B. STATEMENT OF CONSOLIDATED FINANCIAL POSITION
Assets
| (in € thousands) | June 30, 2011 |
December 31, 2010 revised |
June 30, 2010 |
|---|---|---|---|
| Non-current assets | |||
| Net intangible assets | 50,236 | 51,661 | 3,488 |
| Goodwill | 136,832 | 136,831 | 31,225 |
| Net property, plant and equipment | 12,502 | 13,469 | 8,153 |
| Long-term investments | 34,707 | 33,113 | 23,122 |
| Long-term receivables | 2,050 | 2,265 | 2,168 |
| Deferred tax-asset | 41,492 | 43,394 | 9,057 |
| Total non-current assets | 277,819 | 280,733 | 77,213 |
| Current assets | |||
| Inventories | 19,470 | 16,253 | 9,534 |
| Trade and other receivables | 515,422 | 664,658 | 213,845 |
| Current tax assets | 9,436 | 8,970 | 1,819 |
| Other current assets | 65,293 | 57,997 | 8,008 |
| Cash and cash equivalents | 71,168 | 217,873 | 58,245 |
| Total current assets | 680,789 | 965,751 | 291,451 |
| Total balance sheet - assets | 958,608 | 1,246,484 | 368,664 |
Equity and Liabilities
| (in € thousands) | June 30, 2011 |
December 31, 2010 revised |
June 30, 2010 |
|---|---|---|---|
| Share capital | 17,077 | 17,077 | 16,181 |
| Additional paid-in capital and reserves | 103,080 | 79,736 | 68,753 |
| Profit for the year | 2,721 | 28,778 | 6,212 |
| Total consolidated equity | 122,878 | 125,591 | 91,146 |
| Minority interests | 93 | 66 | 98 |
| Total equity | 122,971 | 125,657 | 91,244 |
| Non-current liabilities | |||
| Financial debts | 82,931 | 123,815 | 19,555 |
| Provisions | 450 | 450 | 451 |
| Provisions for pensions and other commitments | 12,315 | 11,689 | 5,457 |
| Other liabilities | 2,164 | 2,276 | 1,103 |
| Deferred taxes-Liabilities | 34,961 | 34,351 | 6,347 |
| Total non-current liabilities | 132,821 | 172,581 | 32,913 |
| Current liabilities | |||
| Financial debts | 106,032 | 126,764 | 22,495 |
| Provisions | 24,872 | 25,524 | 5,874 |
| Income tax liabilities | 3,530 | 12,437 | 2,840 |
| Trade and other payables | 509,545 | 713,209 | 191,624 |
| Other current liabilities | 58,837 | 70,312 | 21,674 |
| Total current liabilities | 702,816 | 948,246 | 244,507 |
| Total balance sheet - equity and liabilities | 958,608 | 1,246,484 | 368,664 |
C. STATEMENT OF CONSOLIDATED CASH FLOWS
| (in € thousands) | H1 2011 | H1 2010 |
|---|---|---|
| Consolidated net profit | 2,719 | 6,210 |
| Result from associates | (40) | |
| Depreciation of property, investment property, plant and equipment/amortisation of intangible assets |
5,025 | 1,558 |
| Impairment of non-current financial assets | ||
| Impairment of trade receivables, inventories and other current assets | 316 | 198 |
| Gains / losses on the disposal of property, plant and equipment and intangible assets |
24 | (112) |
| Non recurring impact of indirect fees for the financing of ECS acquisition |
3,002 | |
| Non recurring impact of interests taken in TRO contracts | ||
| Non recurring impact of sale of investments | ||
| Change in provisions | (1,245) | 109 |
| Income and expenses related to equity-based payment | 473 | 1,775 |
| Cash flows from operating activities after cost of net debt and income tax |
10,274 | 9,738 |
| Income tax expense | 3,118 | 2,742 |
| Cost of net debt | 3,710 | 531 |
| Cash flows from operating activities before cost of net debt and income tax (a) |
17,102 | 13,011 |
| Change in inventories | (3,950) | (3,052) |
| Change in long-term receivables | (35) | (446) |
| Change in current receivables | 114,250 | (18,631) |
| Change in trade payables | (163,327) | 20,745 |
| Change in other current assets | 48,222 | |
| Change in other short-term payables | (70,678) | (17,643) |
| Change in working capital (b) | (75,518) | (19,027) |
| Income tax paid (c) | (9,576) | (1,424) |
16 I 2011 half-year report
| (in € thousands) | H1 2011 | H1 2010 |
|---|---|---|
| Net cash provided by operating activities (a+b+c=d) | (67,992) | (7,440) |
| Acquisition of property, plant and equipment and intangible assets, excluding the leasing business |
(2,651) | (2,812) |
| Disposal of property, plant and equipment and intangible assets, excluding the leasing business |
60 | 1,738 |
| Acquisition / Disposal of property, plant and equipment allocated to the leasing busi ness |
(62) | 753 |
| Acquisition of financial assets | (5,222) | (1,380) |
| Disposal of financial assets | 2,848 | 851 |
| Acquisition of companies and businesses, net of cash acquired | (193) | (2,642) |
| Net cash used in investing activities (e) | (5,220) | (3,492) |
| Increase in equity from financing instruments | 3,286 | |
| Increase in non-current liabilities | 80,467 | 519 |
| Repayment of non-current liabilities | (124,114) | (1,747) |
| Increase in current liabilities | 33,007 | 10,810 |
| Repayment of current liabilities | (54,103) | (815) |
| Interest paid | (3,710) | (531) |
| Acquisitions and sale of treasury stock | 450 | 4,829 |
| Dividends paid during the year | (8,590) | (6,851) |
| Net cash used in financing activities (f) | (73,307) | 6,214 |
| Impact of changes in exchange rates | (186) | 441 |
| Change in cash equivalents (d+e+f) | (146,705) | (4,277) |
| Cash position at beginning of the period | 217,873 | 62,522 |
|---|---|---|
| Change in cash position during the period | (146,705) | (4,277) |
| Cash position at end of the period | 71,168 | 58,245 |
17 I 2011 half-year report
Consolidated financial statements
D. STATEMENT OF CHANGES IN CONSOLIDATED EQUITY
| Net income and expense |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Additional | recognized | Equity of the | |||||||
| (in € thousands) | Number of shares |
Share capital |
paid-in capital |
Treasury stock |
Reserves | directly in equity |
Consolidated equity |
Minority interest |
consolidated entity |
| Balance as of December 31, 2010 revised |
26,172,897 | 17,077 | 69,244 | (16,011) | 56,718 | (1,437) | 125,591 | 66 | 125,657 |
| Share-based payments | 349 | 349 | 349 | ||||||
| Purchase and sales of treasury shares |
370 | 370 | 370 | ||||||
| Cancellation of treasury shares |
0 | 0 | |||||||
| Dividends paid | (8,813) | (8,813) | (8,813) | ||||||
| Other transactions with shareholders |
3286 | 3,286 | 3,286 | ||||||
| Sub-total of transactions with shareholders |
0 | 3,286 | 370 | (8,464) | 0 | (4,808) | 0 | (4,808) | |
| Consolidated net profit | 2,721 | 2,721 | (3) | 2,718 | |||||
| Other comprehensive income items |
(626) | (626) | 30 | (596) | |||||
| Sub-total of total comprehensive income |
0 | 0 | 0 | 2,721 | (626) | 2,095 | 27 | 2,122 | |
| Balance as of June 30, 2011 | 26,172,897 | 17,077 | 72,530 | (15,641) | 50,975 | (2,063) | 122,878 | 93 | 122,971 |
| Balance as of December 31, 2009 |
24,800,000 | 16,181 | 55,038 | (16,829) | 28,720 | 1,421 | 84,531 | 72 | 84,603 |
| Share-based payments | 2,277 | 2,277 | 2,277 | ||||||
| Purchase and sales of treasury shares |
4,326 | 4,326 | 4,326 | ||||||
| Cancellation of treasury shares |
0 | 0 | |||||||
| Dividends paid | (6,944) | (6,944) | (6,944) | ||||||
| Other transactions with shareholders |
(53) | (53) | 28 | (25) | |||||
| Sub-total of transactions with shareholders |
0 | 0 | 4,326 | (4,720) | 0 | (394) | 28 | (366) | |
| Consolidated net profit | 6,212 | 6,212 | (2) | 6,210 | |||||
| Other comprehensive income items |
797 | 797 | 797 | ||||||
| Sub-total of total comprehensive income |
0 | 0 | 0 | 6,212 | 797 | 7,009 | (2) | 7,007 |
Balance as of June 30, 2010 24,800,000 16,181 55,038 (8,177) 31,704 3,015 97,761 124 91,244
E. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting policies
1.1. Declaration of compliance and basis of preparation
The condensed consolidated financial statements for the six months ended June 30, 2011 have been prepared in accordance with IAS 34 (Interim Financial Reporting). They include the minimum content and disclosures defined in IAS 34, and consequently should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2010 as published in the 2010 annual report.
The consolidated financial statements of the Econocom group include the financial statements of Econocom Group SA/NV and its subsidiaries. They are presented in thousands of euros (€ thousand).
They were adopted by the Board of Directors on August 31, 2011 and have not been subject to a limited review by the statutory auditors.
1.2. New and amended accounting standards and interpretations
1.2.1.New standards, amendments and interpretations effective within the European Union which are mandatorily applicable to, or may be early adopted in, period beginning on or after January 1, 2011.
In preparing its condensed financial statements for the six months ended June 30, 2011, the Econocom Group applied the same standards, interpretations and accounting policies as those used in the preparation of its consolidated financial statements for the year ended December 31, 2010, plus the new standards, amendments and interpretations applicable from January 1, 2011 as described in the table below.
As of June 30, 2011, the Econocom Group decided not to apply any of the pronouncements issued by the IASB and endorsed by European Union that companies may elect to early adopt with effect from January 1, 2011.
| Standards/Interpretation | UE(1) | Group | Group impacts | |
|---|---|---|---|---|
| IAS 24 revised | Related parties disclosure | Jan. 1, 2011 | Jan. 1, 2011 No impact on the financial statements | |
| Improvements to IFRS Classification of rights issues | Jan. 1, 2011 | Jan. 1, 2011 No impact on the financial statements | ||
| IFRS 1 revised | First-time adoption of IFRS – IFRS 7 exemptions |
July 1, 2010 | Jan. 1, 2011 No impact on the financial statements unless a business combination occurs |
|
| IFRIC 19 | Extinguishing liabilities with Equity instruments |
July 1, 2010 | Jan. 1, 2011 No impact on the financial statements | |
| IFRIC 14 | IAS19 Minimum funding requirements |
Jan. 1, 2011 | Jan. 1, 2011 No impact on the financial statements |
(1) Unless otherwise specified, applicable to accounting period beginning on or after the date indicated in this column.
| Standards/Interpretation | IASB effective date (1) |
Expected impact on the Econocom Group |
|
|---|---|---|---|
| IFRS 7 | Financial instruments derecognition | July 1, 2011 | No impact on the financial statements |
| IFRS 1 Amendment | Hyperinflation and removal of fixed dates | July 1, 2011 | No impact on the financial statements |
| AS12 | Deferred Tax: Recovery of Underlying Assets January 1, 2012 No impact on the financial statements | ||
| IFRS 9 | Financial instruments | January 1, 2013 Cannot yet be estimated |
1.2.2.Standards, amendments and interpretations published by the IASB but not yet adopted by the European Union
(1) Unless otherwise specified, applicable to accounting period beginning on or after the date indicated in this column.
1.3. Changes in accounting policy
Econocom Group has not made any changes in accounting policy during 2011 to date other than those required to comply with new or amended IFRS requirements applicable on or after January 1, 2011.
1.4. Changes in presentation
Changes in presentation and reclassifications are made when they provide information that is reliable and more relevant to users of financial statements and the revised structure is likely to continue, so that comparability is not impaired. If the effect of a change in presentation is regarded as material, comparative information must also be reclassified. No material changes in presentation have been made
in the condensed consolidated financial statements.
1.5. Use of estimates
Preparation of condensed consolidated financial statements requires the Econocom Group to make various estimates and use assumptions regarded as realistic or reasonable. Events or circumstances may result in changes to these estimates or assumptions, which could affect the value of the Group's assets, liabilities, equity or net profit.
The principal accounting policies requiring the use of estimates are:
- • impairment of goodwill,
- • measurement of provisions.
As of the date on which the condensed consolidated financial statements were examined by the Board of
Directors, management believes that as far as possible, these estimates incorporate all information available to it.
1.6. Seasonal trends
Interim net sales and income from operations are highly seasonal due to a high level of activity during the last quarter of the year. Pursuant to the IFRS accounting principles, interim net sales are accounted for under the same principles as year-end net sales.
2. Significant changes in the scope of consolidation
There were no significant changes in the scope of consolidation during the first half of 2011.
3. Changes in opening
According to IFRS 3, the Group has reviewed the allocation of assets and liabilities of ECS Group. A closer examination of IAS17 accounting has led to an increase of the goodwill for €3.4M. These changes have no impact on previous year income statement.
Besides, Econocom Group benefited from a price adjustment on the acquisition of ECS Group for €14M. As this adjustment has been paid in the form of 890,000 Econocom ordinary shares, it impacts the opening balance sheet as a reduction of goodwill and net equity. The impacts on the net equity and the balance sheet are detailed below:
| (in € thousands) | Number of shares |
Subs cribed capital |
Additional paid-in capital |
Treasury stock |
Reserves | Net income and expense recognized directly in equity |
Consolidated equity |
Minority interest |
Equity of the consolidated entity |
|---|---|---|---|---|---|---|---|---|---|
| Initial Balance as of December 31, 2010 |
26,172,897 | 17,077 | 69,244 | (1,993) | 56,718 | (1,428) | 139,618 | 67 | 139,685 |
| Treasury shares from price adjustment |
(14,018) | (14,018) | (14,018) | ||||||
| Change effect of revised PPA | (9) | (9) | (1) | (10) | |||||
| Revised Balance as of December 31, 2010 |
26,172,897 | 17,077 | 69,244 | (16,011) | 56,718 | (1,437) | 125,591 | 66 | 125,657 |
Assets
| (in € thousands) | Initial Dec. 31 2010 |
Revised Dec. 31 2010 |
|
|---|---|---|---|
| Non-current assets | |||
| Net intangible assets | 51,661 | 51,661 | |
| Goodwill | 147,672 | (10,841) | 136,831 |
| Net property, plant and equipment | 13,469 | 13,469 | |
| Long term investments | 33,113 | 33,113 | |
| Long term receivables | 2,265 | 2,265 | |
| Deferred tax assets | 36,703 | 6,691 | 43,394 |
| Total non-current assets | 284,883 | (4,150) | 280,733 |
| Current assets | |||
| Inventories | 16,253 | 16,253 | |
| Trade and other receivables | 677,617 | (12,959) | 664,658 |
| Current tax assets | 8,970 | 8,970 | |
| Other current assets | 48,119 | 9,878 | 57,997 |
| Cash and cash equivalents | 217,873 | 217,873 | |
| Total current assets | 968,832 | (3,081) | 965,751 |
| Total assets | 1,253,715 | (7,231) | 1,246,484 |
Equity and Liabilities
| (in € thousands) | Initial Dec. 31 2010 |
Revised Dec. 31 2010 |
|
|---|---|---|---|
| Share capital | 17,077 | 17,077 | |
| Additionel paid-in-capital and reserves | 93,763 | (14,027) | 79,736 |
| Profit for the year | 28,778 | 28,778 | |
| Total consolidated equity | 139,618 | (14,027) | 125,591 |
| Minority interests | 67 | (1) | 66 |
| Total equity | 139,685 | (14,028) | 125,657 |
| Total non-current liabilities | |||
| Financial debts | 123,815 | 123,815 | |
| Provisions | 450 | 450 | |
| Provisions for pensions and other commitments | 11,689 | 11,689 | |
| Other liabilities | 2,276 | 2,276 | |
| Deferred taxes-Liabilities | 29,388 | 4,963 | 34,351 |
| Total non current liabilities | 167,618 | 4,963 | 172,581 |
| Current liabilities | |||
| Financial debts | 126,764 | 126,764 | |
| Provisions | 25,965 | (441) | 25,524 |
| Income tax liabilities | 12,007 | 430 | 12,437 |
| Trade and other payables | 717,418 | (4,209) | 713,209 |
| Other current liabilities | 64,258 | 6,054 | 70,312 |
| Total current liabilities | 946,412 | 1,834 | 948,246 |
| Total equity and liabilities | 1,253,715 | (7,231) | 1,246,484 |
4. Exchange rates
| 06/30/2011 | 12/31/2010 | 06/30/2010 | ||||
|---|---|---|---|---|---|---|
| Closing rate | Average rate | Closing rate | Average rate | Closing rate | Average rate | |
| GBP | 1.108 | 1.143 | 1.162 | 1.165 | 1.223 | 1.152 |
| CHF | 0.828 | 0.791 | 0.800 | 0.763 | na | na |
| CNY | 0.107 | 0.108 | 0.113 | 0.112 | na | na |
| CZK | 0.041 | 0.041 | 0.040 | 0.040 | na | na |
| PLN | 0.251 | 0.252 | 0.250 | 0.252 | na | na |
| MAD | 0.091 | 0.090 | 0.088 | 0.089 | 0.091 | 0.090 |
| RON | 0.236 | 0.239 | 0.235 | 0.234 | na | na |
| USD | 0.692 | 0.709 | 0.748 | 0.743 | na | na |
5. Operating segments
Since January 1, 2009, the Group applies IFRS 8 concerning segment reporting which replaces IAS 14.
The segment report presented has been prepared on the basis of internal management data disclosed to the Group Management Committee (CDG), the Group's primary operating decision-maker.
The Group's operating activities are organized into 4 aggregate strategic operating business segments: IT Financial Services, Products and Solutions, Managed Services and Telecom Services. These can be analysed as follows:
| Aggregate strategic operating business segments (4) | Business segments (16) |
|---|---|
| IT Financial Services | France, Belux, Netherlands, Germany, United Kingdom, Spain, Italy, Ireland, Poland, Slovaquia, Romania, Czech Republic, China, United States of America, Switzerland, Morocco |
| Products and Solutions | France, Belux |
| Managed Services | France, Belux, Netherlands , Germany, Spain, Italy, Switzerland, Morocco |
| Telecom Services | France, Belux |
The 4 business segments listed above present a long-term financial profitability and share similar features that allow their aggregation.
They are managed according to the nature of the products and services sold in the given economic and geographic environments. This segmentation into
business areas serves as a basis for the presentation of the company's internal management data and is used by the Group's operating decision makers to monitor business.
The Group's Management Committee measures the performance of these aggregate strategic operating
23 I 2011 half-year report
business segments based on operating earnings. The results correspond to the items that are directly or indirectly attributable to a business segment.
Sales and transfers between segments are carried out at armslength conditions and are eliminated according to the usual consolidation principles.
The Group's aggregate strategic operating business segments are defined as follows:
•IT Financial Services (ITFS): administrative and financial management of ICT assets.
• Managed Services (MS):
- comprehensive management of distributed IT resources: consulting, outsourcing and support services; - for A2Z companies, a specific service offering tailored to the requirements of SMEs, encompassing comprehensive management of workstations and communications technology, invoiced based on a monthly cost per user.
• Products and Solutions (PS): services ranging from the sale of hardware and software (PC, servers, printers and licenses) to systems integration.
• Telecom Services (TS): comprehensive management of telecom resources.
• Other businesses: this segment comprises all business activities that do not correspond to the segments as defined above.
5.1. Reporting by operating business segment
The following table presents the contribution of each operating business to the Group's results :
| (in € thousands) | IT Financial Services |
Products and Solutions |
Managed Services |
Telecom Services |
Total reportable segments |
Other businesses |
Total |
|---|---|---|---|---|---|---|---|
| Six months period ended June 30, 2011 |
|||||||
| Income | |||||||
| Income from external clients | 519,473 | 116,047 | 109,985 | 18,084 | 763,589 | 130 | 763,719 |
| Operating internal income | 24,187 | 17,776 | 15,633 | 639 | 58,235 | ||
| Total income from operating segments |
543,660 | 133,823 | 125,618 | 18,723 | 821,824 | ||
| Operating profit or loss from activities |
15,459 | 3,145 | (1,410) | 961 | 18,155 | (1,822) | 16,333 |
| Six months period ended June 30, 2010 |
|||||||
| Income | |||||||
| Income from external clients | 185,178 | 98,969 | 59,215 | 17,838 | 361,200 | 50 | 361,250 |
| Operating internal income | 21,938 | 8,871 | 5,901 | (76) | 36,634 | ||
| Total income from operating segments |
207,116 | 107,840 | 65,116 | 17,762 | 397,834 | ||
| Operating profit or loss from activities |
7,784 | 1,378 | 1,795 | 1,013 | 11,970 | (1,135) | 10,835 |
24 I 2011 half-year report
5.2. Reconciliation with consolidated accounts
| (in € thousands) | H1 2011 | H1 2010 |
|---|---|---|
| Income from operating segments | 821,824 | 397,834 |
| Income from "Other businesses" segment | 130 | 50 |
| Elimination of internal revenue | (58,235) | (36,634) |
| Total income from continuing operations | 763,719 | 361,250 |
| Operating profit or loss from activities | 18,155 | 11,970 |
| Profit or loss from "Other businesses" segment | (1,822) | (1,135) |
| Operating segments activity profit or loss | 16,333 | 10,835 |
| Reversing entry depreciation of intangibles | 87 | 383 |
| Post retirement benefit plan amendments | (67) | |
| Other profit or loss current | 1,156 | (409) |
| Operating profit before restructurings, impairment losses on assets, disposal gains or losses and disputes |
17,576 | 10,742 |
| Restructuring costs | (4,793) | |
| Non-current risks | (12) | |
| Profit or loss non-current | (850) | |
| Acquisition costs | (604) | |
| Operating profit | 12,783 | 9,276 |
| Other financial income and expense | (7,415) | (324) |
| Profit before tax | 5,368 | 8,952 |
5.3. Geographical segments
Geographical segments data presented in the table below prepared on the basis of geographical coverage of clients for revenue.
| Revenue by geographical region | |||||
|---|---|---|---|---|---|
| (in € thousands) | H1 2011 | H1 2010 | |||
| France | 362,939 | 187,109 | |||
| Belgium | 135,394 | 91,653 | |||
| Italy | 104,589 | 11,802 | |||
| Spain | 44,282 | 14,554 | |||
| Germany | 39,756 | 1,270 | |||
| UK | 25,695 | 1,165 | |||
| The Netherlands | 20,516 | 47,798 | |||
| Luxembourg | 8,765 | 5,899 | |||
| Poland | 7,539 | ||||
| Switzerland | 5,036 | ||||
| Other countries | 9,208 | ||||
| Total | 763,719 | 361,250 |
6. Inventories
The table below gives details of inventories :
| (in € thousands) | June 2011 Net realizable value |
December 2010 Net realizable value |
June 2010 Net realizable value |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Inventories | Gross value |
Impair ment |
Net value |
Gross value |
Impair ment |
Net value |
Gross value |
Impair ment |
Net value |
|
| Equipment in the process of being refinanced |
7,223 | (1,690) | 5,533 | 5,951 | (1,678) | 4,273 | 5,143 | (188) | 4,955 | |
| Other inventories | 19,774 | (5,837) | 13,937 | 17,903 | (5,923) | 11,980 | 6,236 | (1,657) | 4,579 | |
| ICT equipment | 8,400 | (130) | 8,270 | 6,437 | (157) | 6,280 | 2,983 | (158) | 2,825 | |
| Spare parts | 11,374 | (5,707) | 5,667 | 11,466 | (5,766) | 5,700 | 3,253 | (1,499) | 1,754 | |
| Total | 26,997 | (7,527) | 19,470 | 23,854 | (7,601) | 16,253 | 11,379 | (1,845) | 9,534 |
Equipment in the process of refinancing corresponds to hardware and software purchased and allocated to leases.
| Movements in inventories | As of December 31, 2010 |
Movements in inventories |
As of June 30, 2011 |
As of December 31, 2009 |
Movements in inventories |
As of June 30, 2010 |
|---|---|---|---|---|---|---|
| Equipment in the process of being refinanced |
5,951 | 1,272 | 7,223 | 1,866 | 3,277 | 5,143 |
| Other inventories | 17,903 | 1,871 | 19,774 | 6,460 | (224) | 6,236 |
| ICT equipment | 6,437 | 1,963 | 8,400 | 3,167 | (184) | 2,983 |
| Spare parts | 11,466 | (92) | 11,374 | 3,293 | (40) | 3,253 |
| Total | 23,854 | 3,143 | 26,997 | 8,326 | 3,053 | 11,379 |
| Provisions for impairment of inventories |
As of December 31, 2010 |
Additions | Reversals | As of June 30, 2011 |
As of December 31, 2009 |
Additions | Reversals | As of June 30, 2010 |
|---|---|---|---|---|---|---|---|---|
| Equipment in the process of being refinanced |
(1,678) | (12) | (1,690) | (149) | (40) | 1 | (188) | |
| Other inventories | (5,923) | (281) | 366 | (5,837) | (1,992) | (79) | 414 | (1,657) |
| ICT equipment | (157) | (273) | 332 | (130) | (279) | (2) | 123 | (158) |
| Spare parts | (5,766) | (8) | 34 | (5,707) | (1,713) | (77) | 291 | (1,499) |
| Total | (7,601) | (293) | 366 | (7,527) | (2,141) | (119) | 415 | (1,845) |
Consolidated financial statements
7. Net cash
Net cash as reported by the Econocom Group includes the following items:
| (in € thousands) | 06/30/2011 | 12/31/2010 |
|---|---|---|
| Cash equivalents | 4,832 | 130,711 |
| Cash | 66,336 | 87,162 |
| Total cash and cash equivalents (a) | 71,168 | 217,873 |
| Non-current debt (except repurchase value) | 80,222 | 119,713 |
| Current debt (except repurchase value) | 103,239 | 125,070 |
| Total debt (b) | 183,461 | 244,783 |
| Net debt (b-a) | 112,293 | 26,910 |
Cash equivalents consist of investments with maturities of less than three months that are readily convertible into known amounts of cash and are not exposed to any material risk of impairment.
None of the Group's cash or cash equivalents are subject to any restrictions.
Net debt by destination:
| (in € thousands) | |
|---|---|
| Working Capital Requirement and other debts | (1,928) |
| ECS acquisition debt (convertible loan + shareholder loan) | 87,603 |
| Recourse refinancing debt of lease contracts | 27,205 |
8. Current and non-current liabilities bearing interest
| (in € thousands) | 06/30/2011 | 12/31/2010 |
|---|---|---|
| Finance lease liabilities | 4,859 | 6,986 |
| Finance lease liabilities – real estate | 2,709 | 2,838 |
| Repurchase value | 2,123 | 4,102 |
| Other finance lease liabilities | 27 | 46 |
| Bank borrowings | 116,570 | |
| Convertible bonds, net liability | 77,997 | |
| Other borrowings | 75 | 259 |
| Non-current liabilities bearing interest | 82,931 | 123,815 |
| Bank borrowings | 36,312 | 77,332 |
| Finance lease liabilities | 3,369 | 2,567 |
| Finance lease liabilities – real estate | 221 | 215 |
| Repurchase value | 2,793 | 1,694 |
| Other finance lease liabilities | 355 | 658 |
| Bank overdrafts | 18,671 | 2,300 |
| Other borrowings | 47,680 | 23,361 |
| Factoring payables | 8,990 (1) | 11,531 |
| Refinancing with recourse (2) | 27,205 | 21,204 |
| Other | 11,485 | 11,830 |
| Current liabilities bearing interest | 106,032 | 126,764 |
| Total debt | 188,963 | 250,579 |
(1) This mainly includes a reverse factoring agreement for €7,2M.
(2) This is the amount of outstanding lease receivables, for which Econocom bears the credit risk. The interest cost is recognized entirely on refinancing.
On May 18 2011, Econocom issued convertible bonds for a total amount of €84M.
These convertible bonds are quoted on the Luxembourg stock exchange and have the following main characteristics:
-
Maturity: 5 years
-
Annual coupon rate: 4%
-
Conversion price: 21 euros, representing a 25.15% premium on the 18 May reference share price.
The hypothetical conversion of any amount of these bonds, possible at any time, would be matched by the same amount of newly issued shares or treasury shares. The main goal of this market operation was to reimburse the bank borrowing taken as to the acquisition of ECS Group in October 2010. This structured financing of an initial amount of €132M had a remaining balance of €92M before the operation. As of June 30, 2011, this credit is completely reimbursed.
In the consolidated financial statments, convertible bonds are mainly considered as financial debts (€78M), except for the value of the derivative instrument included in the bond (€3M), accounted in equity. In accordance with IFRS, issuance fees have been also accounted in debt and equity in the same proportion; after this, effective interest rate on the liability component of the bond is measured at 5.34%.
29 I 2011 half-year report
9. Definition of cash position
The cash flows analyzed in the following table include changes in continuing activities as well as activities sold or awaiting disposal.
There were no significant changes in the scope of consolidation during the first half of 2011.
Consolidated cash flows include cash and cash equivalents.
The changes in cash and cash equivalents analyzed in the cash flow statement can be broken down as follows (excluding impairment losses on investments):
| (in € thousands) | 06/30/2011 |
|---|---|
| Cash and cash equivalents at beginning of year | 217,873 |
| Change in cash and cash equivalents | (146,705) |
| Cash and cash equivalents as of June 30, 2011 | 71,168 |
See chapter 7 Net cash
10. Dividends
The table below shows the dividend per share ditributed by Econocom Group in June 2011 in respect of the 2010 financial year, and the dividend distributed during 2010 in respect of the 2009 financial year.
| 2011: 1st half | 2010: 1st half | |
|---|---|---|
| Total dividend distribution (in € thousands) | 8,813 | 6,851 |
| Dividend per share (€) | 0.35 | 0.30 |
11. Related-party transactions
Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not presented in this note. The transactions with related parties summarized below mainly concern the principal transactions carried out with companies in which the Chairman of Econocom Group's Board of Directors holds a directorship.
| Income | Expenses | Receivables | Payables | |||||
|---|---|---|---|---|---|---|---|---|
| (in € thousands) | 06/30/11 | 12/31/10 | 06/30/11 | 12/31/10 | 06/30/11 | 12/31/10 | 06/30/11 | 12/31/10 |
| Econocom International NV(1) |
207 | 95 | (1,108) | (1,253) | 92 | 5 | 10,087 | 10,232 |
| SCI Pergolèse(2) | 6 | 12 | (1,100) | (1,019) | 964 | 471 | 318 | |
| Audevard | 9 | 18 | 8 | 2 | ||||
| GMPC | (43) | (134) | 33 | 12 | ||||
| Total | 48 | 791 | (996) | (2,188) | 485 | 1,237 | 317 | 2,732 |
(1) In July, Econocom Group has reimbursed EINV of the €10M loan, initially subscribed for the acquisition of ECS Group
(2) This includes departure fee from the building
Econocom International NV is an unlisted holding company which has a 49.10% stake in Econocom Group SA/NV.
12. Post balance sheet events
There is no significant event to be disclosed out of normal course of business.