Quarterly Report • May 29, 2019
Quarterly Report
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May 29, 2019
The English-language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version of the document in French takes precedence over this translation
www.eliorgroup.com
Elior Group SA Société anonyme Share capital: €1,759,912.94 Registered in Nanterre under no. 408 168 003 Registered office: 9-11 Allée de l'Arche, 92032 Paris La Défense, France
| 1.1 | ANALYSIS OF THE GROUP'S BUSINESS AND CONSOLIDATED RESULTS 3 |
|---|---|
| 1.1.1 | Significant events 4 |
| 1.1.2 | Revenue 5 |
| 1.1.3 | Purchase of raw materials and consumables 7 |
| 1.1.4 | Personnel costs 7 |
| 1.1.5 | Other operating expenses 8 |
| 1.1.6 | Taxes other than on income 8 |
| 1.1.7 | Depreciation, amortization and provisions for recurring operating items 8 |
| 1.1.8 | Adjusted EBITA and recurring operating profit including share of profit of equity-accounted investees 8 |
| 1.1.9 | Non-recurring income and expenses, net 10 |
| 1.1.10 | Net financial expense 10 |
| 1.1.11 | Income tax 10 |
| 1.1.12 | Net Profit for the period from continuing operations 10 |
| 1.1.13 | Results of discontinued operations 11 |
| 1.1.14 | Attributable profit for the period and earnings per share 11 |
| 1.1.15 | Adjusted attributable profit for the period 11 |
| 1.2 | CONSOLIDATED CASH FLOWS FOR THE SIX-MONTH PERIODS ENDED MARCH 31, 2019 AND 2018 12 |
| 1.2.1 | Cash flows from operating activities – continuing operations 12 |
| 1.2.2 | Cash flows from investing activities – continuing operations 13 |
| 1.2.3 | Cash flows from financing activities – continuing operations 15 |
| 1.2.4 | Free cash flow 16 |
| 1.3 | SIMPLIFIED CONDENSED CONSOLIDATED BALANCE SHEET 17 |
| 1.4 | EVENTS AFTER THE REPORTING DATE 18 |
| 1.5 | MAIN DISCLOSURE THRESHOLDS CROSSED DURING THE SIX MONTHS ENDED MARCH 31, 2019 19 |
| 2 | CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 21 |
| 3 | STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 55 |
| 4 | ATTESTATION OF RESPONSABILITY FOR THE HALF YEAR FINANCIAL REPORT . 58 |
| (in € millions) | Six months ended March 31, | ||
|---|---|---|---|
| 2019 | 2018 (1) | ||
| Revenue | 2,600 | 2,564 | |
| Purchase of raw materials and consumables | (831) | (819) | |
| Personnel costs | (1,253) | (1,231) | |
| Share-based compensation expense | (6) | (5) | |
| Other operating expenses | (287) | (286) | |
| Taxes other than on income | (44) | (38) | |
| Depreciation, amortization and provisions for recurring operating items | (62) | (59) | |
| Net amortization of intangible assets recognized on consolidation | (10) | (9) | |
| Recurring operating profit from continuing operations | 107 | 117 | |
| Share of profit of equity-accounted investees | (1) | - | |
| Recurring operating profit from continuing operations including share of profit of equity-accounted investees |
106 | 117 | |
| Non-recurring income and expenses, net | (6) | (9) | |
| Operating profit from continuing operations including share of profit of equity-accounted investees |
100 | 108 | |
| Net financial expense | (31) | (34) | |
| Profit from continuing operations before income tax | 69 | 74 | |
| Income tax | (37) | (16) | |
| Net profit for the period from continuing operations | 32 | 58 | |
| Net Loss for the period from discontinued operations | (33) | (17) | |
| Net Profit for the period | (1) | 41 | |
| Attributable to: | |||
| Owners of the parent | - | 37 | |
| Non-controlling interests | (1) | 4 | |
| Earnings per share (in €) | |||
| Earnings per share – continuing operations | |||
| Basic | 0.18 | 0.30 | |
| Diluted | 0.18 | 0.30 | |
| Earnings/(loss) per share – discontinued operations | |||
| Basic | (0.18) | (0.09) | |
| Diluted | (0.18) | (0.09) | |
| Total earnings per share | |||
| Basic | - | 0.21 | |
| Diluted | - | 0.21 |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
As part of the review of its strategic options, and following a bid process, on March 20, 2019, Elior Group announced that it had entered into exclusive discussions with PAI Partners concerning the sale of its concession catering operations grouped within its Areas subsidiary.
Following this announcement, and in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations", the Group's concession catering business has been presented under discontinued operations in the income statement and its assets and liabilities have been classified as assets and liabilities held for sale in the balance sheet (see Note 23 to Condensed Interim Consolidated Financial Statements).
No significant acquisitions or divestments were carried out in the six months ended March 31, 2019.
· Acquisitions and Divestments
In November 2017, Elior North America (formerly TrustHouse Services) – an Elior Group contract catering subsidiary operating in the United States – acquired CBM Managed Services ("CBM"), based in Sioux Falls, South Dakota, which provides foodservices to correctional facilities.
CBM has just under 1,000 employees serving 200 locations in 29 states and generated annual revenue of approximately \$70 million prior to the acquisition.
Effective February 1, 2018, Aerocomidas – a Mexico-based Areas subsidiary – acquired the airport concession catering activities operated under the La Taba brand, which generated total annual revenue of around €10 million.
The two above-described acquisitions contributed an aggregate €25.4 million to consolidated revenue and €3.4 million to consolidated EBITDA in the six months ended March 31, 2018.
· Other Significant Events
Philippe Salle, the Group's Chairman and Chief Executive Officer, stepped down from his post on October 31, 2017. Following a decision taken by Elior Group's Board of Directors on July 26, 2017 to separate the roles of Chairman and Chief Executive Officer, Gilles Cojan – who was appointed by the Board as a director – was named Chairman of the Board of Directors, and Pedro Fontana was appointed as the Group's Interim Chief Executive Officer, both with effect from November 1, 2017.
At its meeting on December 5, 2017, the Board appointed Philippe Guillemot as the Group's Chief Executive Officer and Pedro Fontana became Deputy Chief Executive Officer.
The Group calculates organic growth between one financial period ("period n") and the comparable preceding period ("period n-1") as revenue growth excluding:
(i) Changes in the scope of consolidation resulting from acquisitions, divestments and transfers of operations held for sale that took place during each of the relevant periods, as follows (it being specified that significant acquisitions are acquired companies whose annual revenue corresponds to more than 0.1% of the Group's consolidated revenue for period n-1):
Consolidated revenue from continuing operations totaled €2,600 million for the first of half of fiscal 2018-2019. The 1.4% year-on-year increase includes (i) negative organic growth of 0.6%, (ii) 1.7% in acquisition-led growth, (iii) a favorable 1.3% currency effect, and (iv) a negative 0.9%
However, when the Group compares periods that are not full fiscal years (for example, six-month periods), it determines the effect on revenue of changes in the scope of consolidation as follows:
(ii) The effect of changes in exchange rates (the "currency effect") as described below.
The Group calculates the currency effect on its revenue growth as the difference between (i) the reported revenue for period n, and (ii) the revenue for period n calculated using the applicable exchange rates for period n-1. The applicable exchange rates for any period are calculated based on the average of the daily rates for that period.
(iii) The effect of changes in accounting policies as described below.
The effect of changes in accounting policies notably concerns IFRS 15, "Revenue from Contracts with Customers", which is applicable by the Group for the first time as from October 1, 2018.
impact from the change in accounting policy related to the first-time application of IFRS 15.
The proportion of revenue generated by international operations rose to 55% in the six months ended March 31, 2019 from 54% in first-half 2017-2018.
The following table shows a breakdown of consolidated revenue by geographic region as well as a breakdown of revenue growth between organic growth, changes in scope of consolidation and the impact of changes in exchange rates (currency effect) and changes in accounting policies, by segment and for the Group as a whole.
| (in € millions) | 6 months 2018-2019 |
6 months 2017.-2018 (1) |
Organic growth |
Changes in scope of consolidation |
Currency effect |
Other | Total growth |
|---|---|---|---|---|---|---|---|
| France | 1,164 | 1,160 | 0.9% | 0.0% | 0.0% | (0.6)% | 0.3% |
| International | 1,424 | 1,392 | (1.8)% | 3.1% | 2.3% | (1.2)% | 2.4% |
| Contract catering & Services |
2,588 | 2,552 | (0.6)% | 1.7% | 1.3% | (0.9)% | 1.4% |
| France | 12 | 12 | (5.3)% | 0.0% | 0.0% | 0.0% | (5.3)% |
| Corporate & Other | 12 | 12 | (5.3)% | 0.0% | 0.0% | 0.0% | (5.3)% |
| GROUP TOTAL | 2,600 | 2,564 | (0.6)% | 1.7% | 1.3% | (0.9)% | 1.4% |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
The following table shows a revenue breakdown between the Group's three main markets and the growth rates by market for the first six months of fiscal 2018-2019 and fiscal 2017-2018:
| (in € millions) | 6 months 2018-2019 |
6 months 2017.-2018 (1) |
Organic growth |
Changes in scope of consolidation |
Currency effect |
Other | Total growth |
|---|---|---|---|---|---|---|---|
| Business & Industry | 1,150 | 1,144 | (0.8)% | 1.1% | 0.9% | (0.7)% | 0.5% |
| Education | 824 | 827 | (1.0)% | 0.0% | 1.7% | (1.1)% | (0.4)% |
| Healthcare | 626 | 593 | 0.2% | 5.1% | 1.4% | (1.1)% | 5.7% |
| GROUP TOTAL | 2,600 | 2,564 | (0.6)% | 1.7% | 1.3% | (0.9)% | 1.4% |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
Contract Catering & Services revenue rose €36 million, or 1.4% year on year (2.3% excluding the impact of IFRS 15) to €2,588 million.
Revenue for the international segment climbed 2.4% to €1,424 million. Organic growth for this segment was a negative 1.8%, recent acquisitions generated additional growth of 3.1%, and the currency effect was a positive 2.3%. The calendar effect was slightly favorable during the period.
Revenue generated in France totaled €1,164 million, with organic growth of 0.9%.
The Corporate & Other segment generated €12 million in revenue in first-half 2018-2019. This segment's total revenue figure for the full fiscal year is expected to come in at around €25 million.
year increase was primarily attributable to the acquisitions carried out by Elior North America during 2017-2018 and the first half of 2018-2019 (CBM and
As a percentage of revenue, this item remained stable at
Bateman).
32%.
This item increased by €12 million, or 1.4%, from €819 million for the six months ended March 31, 2018 to €831 million for the first half of 2018-2019. Purchases of raw materials and consumables for the Contract Catering & Services business line rose by €13 million, or 1.6%, from €816 million for the six months ended March 31, 2018 to €829 million for the first half of 2018-2019. This year-on-
Consolidated personal costs increased by €22 million, or 1.8%, year on year, from €1,231 million for the six months ended March 31, 2018 to €1,253 million for the first half
Personnel costs for the Contract Catering & Services business line rose by €18 million, or 1.5%, from €1,217 million for the six months ended March 31, 2018 to €1,235 million for the first half of 2018-2019. The yearof 2018-2019. As a percentage of revenue, however, they remained stable at 48%.
on-year increase was primarily attributable to the impact of recent acquisitions (CBM and Bateman).
As a percentage of revenue, Contract Catering & Services personnel costs remained stable at 47.5%.
Share-based compensation expense – which relates to long-term compensation plans put in place in the Group's French and international subsidiaries – amounted to €6 million in the first half of 2018-2019 versus €5 million in the same period of 2017-2018.
Other operating expenses increased by €1 million, or 0.3%, from €286 million for the six months ended March 31, 2018 to €287 million in the first half of 2018-2019.
For the Contract Catering & Services business line, this item decreased by €2 million, from €291 million for the six months ended March 31, 2018 to €289 million in the first half of 2018-2019, and remained stable year on year as a percentage of revenue, at 11.1%.
This item increased by €6 million, or 16.2%, from €38 million for the six months ended March 31, 2018 to €44 million for the first half 2018-2019.
For the Contract Catering & Services business line, taxes other than on income rose by €6 million, or 16.0%, from €37 million for the six months ended March 31, 2018 to €43 million for the first half 2018-2019. The year-on-year increase was primarily attributable to operations in the United States, due to the acquisitions of CBM and Bateman.
Consolidated depreciation, amortization and provisions for recurring operating items increased by €3 million from €59 million for the six months ended March 31, 2018 to €62 million for the first half 2018-2019.
For the Contract Catering & Services business line, this item rose by €3 million, or 5.3%, from €54 million for the six months ended March 31, 2018 to €57 million for the first half 2018-2019, with the majority of the year-on-year increase stemming from operations in the United States and also due to higher capital expenditure in recent years.
Adjusted EBITDA – which is used by the Group as its key operating performance indicator – came to €122 million in the six months ended March 31, 2019 versus €131 million in the first half of 2017-2018.
The following table sets out Adjusted EBITA by segment and as a percentage of the revenue of each segment.
| (in € millions) | Six months ended March 31, |
Change in adjusted |
Adjusted EBITA margin |
||
|---|---|---|---|---|---|
| 2019 | 2018 (1) | EBITA | H1 2019 | H1 2018 | |
| France | 69 | 72 | (3) | 5.9% | 6.2% |
| International | 66 | 65 | 1 | 4.7% | 4.6% |
| Contract Catering & Services | 135 | 137 | (2) | 5.2% | 5.4% |
| Corporate & Other | (13) | (6) | (7) | ||
| GROUP TOTAL | 122 | 131 | (9) | 4.7% | 5.1% |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
Adjusted EBITA for continuing operations amounted to €122 million in the six months ended March 31, 2019, representing 4.7% of revenue versus 5.1% in the first half of 2017-2018. Out of this overall 40-point year-on-year contraction, 20 points stemmed from higher depreciation and amortization resulting from the prior years' increase in capital expenditure, and the remaining 20 points derived from a rise in support function costs during the period.
Recurring operating profit, including the share of profit of equity-accounted investees, came to €106 million in the six months ended March 31, 2019 compared with €117 million in the first six months of 2017-2018. The first-half
2018-2019 figure includes €10 million in amortization of intangible assets related to acquisitions and €6 million in share-based compensation expense (versus €9 million and €5 million respectively in first-half 2017-2018).
For the first half of 2018-2019, non-recurring income and expenses represented a net expense of €6 million in the six months ended March 31, 2019 and primarily included €5 million in restructuring costs incurred by the Group's French and international operations.
For the six months ended March 31, 2018, this item represented a net expense of €9 million and primarily included (i) €7 million in reorganization costs and contract exit costs incurred by the Group's French and international operations, and (ii) €2 million in share acquisition costs.
Net financial expense was €3 million, or 8.3%, slightly lower than the first-half 2017-2018 figure, coming from €34 million in the six months ended March 31, 2018 to €31 million in the six months ended March 31, 2019.
The year-on-year decrease primarily reflects the fact that the first-half 2017-2018 figure included impairment losses recognized on certain non-controlling interests in start-ups whose activities are related to or complementary
The Group's income tax expense rose by €21 million from €16 million in the six months ended March 31, 2018 to €37 million for the first half 2018-2019.
The estimated average tax rate for the year ending September 30, 2019 which was used to calculate the income tax expense for the six months ended March 31, 2019 was 23%. The estimated rate applied for the six months ended March 31, 2018 was 5%.
This year-on-year increase in the estimated annual rate, excluding the French CVAE tax, is chiefly due to the abolition as from January 1, 2019 of the CICE tax credit in to the Group's businesses. However, this impact was partly offset by an increase in interest expense in the six months ended March 31, 2019 for the unhedged portion of the Group's dollar-denominated debt, due to the rise in the USD Libor, as well as a 35 basis-point rise in the fixed rates applicable under the SFA, the Group's higher amounts of securitized receivables and its increased use of its revolving credit facilities.
France, which has been replaced by a reduction in payroll taxes. Also, the income tax expense for the six months ended March 31, 2018 included the positive impact of the reduction in the federal corporate income tax rate in the USA from 35% to 21% following the US tax reform effective from January 1, 2018. The net non-recurring income tax benefit resulting from this rate reduction was €14 million for full-year 2017-2018.
The CVAE tax is accrued based on 50% of the expected annual CVAE charge. The CVAE charge for the six months ended March 31, 2019 amounted to €12 million (unchanged from the corresponding prior-year period).
In view of the above factors, profit for the period from continuing operations came to €32 million in first-half 2018-2019, against €58 million for the same period of 2017-2018.
The Concession Catering business line (classified under discontinued operations) posted a €33 million loss for the period (versus a €17 million loss in first-half fiscal 2017- 2018), including €17 million in one-off transaction expenses.
For the six months ended March 31, 2018, this item also included the 40% residual interest held by the Group in museum catering operations in France following the transfer of control of these operations to Groupe Ducasse during fiscal 2016-2017 (representing €7 million in revenue and a €1 million loss for the period).
As a result of the factors described above, the Group's attributable profit for the six months ended March 31, 2019 came in at break even, compared with €37 million for the first half of 2017-2018.
Earnings per share – calculated based on the weighted average number of Elior Group shares outstanding during the period – amounted to €0.00 compared with €0.21 for first-half 2017-2018.
Adjusted attributable profit for the period – which corresponds to profit for the period attributable to owners of the parent adjusted for (i) "Non-recurring income and expenses, net", net of the related tax effect calculated at the Group's standard tax rate of 34% for the six-month periods ended March 31, 2018 and 2019, (ii)
exceptional impairment of investments in and loans to non-consolidated companies, (iii) goodwill impairment losses, and (iv) amortization of intangible assets recognized on consolidation in relation to acquisitions (notably customer relationships) – totaled €33 million and represented €0.18 in adjusted earnings per share.
| (in € millions) | Six months ended March 31, | ||
|---|---|---|---|
| 2019 | 2018 (1) | ||
| Profit for the period attributable to owners of the parent | - | 37 | |
| Adjustments | |||
| Non-recurring income and expenses, net (2) (*) | 32 | 13 | |
| Goodwill impairment losses | - | - | |
| Net amortization of intangible assets recognized on consolidation | 11 | 10 | |
| Exceptional impairment of investments in and loans to non-consolidated companies |
- | 6 | |
| Tax effect on (*) calculated at the standard rate of 34% | (11) | (5) | |
| Adjusted attributable profit for the period | 32 | 61 | |
| Adjusted earnings per share (in €) | 0.18 | 0.36 |
The following table provides a summary of the Group's cash flows for the six-month periods ended March 31, 2018 and 2019.
| (in € millions) | Six months ended March 31, | |
|---|---|---|
| 2019 | 2018 (1) | |
| Net cash from operating activities – continuing operations | 121 | 72 |
| Net cash used in investing activities – continuing operations | (68) | (155) |
| Net cash from financing activities – continuing operations | 75 | 208 |
| Effect of exchange rate and other changes | (3) | 4 |
| Increase/(decrease) in net cash and cash equivalents – continuing operations | 125 | 129 |
| Increase/(decrease) in net cash and cash equivalents – discontinued operations | (127) | (82) |
| Total increase/(decrease) in net cash and cash equivalents | (2) | 47 |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
The following table sets out the components of consolidated net cash from operating activities (continuing operations) for the six-month periods ended March 31, 2018 and 2019.
| (in € millions) | Six months ended March 31, | |
|---|---|---|
| 2019 | 2018 (1) | |
| EBITDA | 178 | 185 |
| Change in operating working capital | (18) | (78) |
| Interest and other financial expenses paid | (28) | (24) |
| Tax paid | - | 4 |
| Other (including dividends received from associates) | (11) | (15) |
| Net cash from operating activities - continuing operations | 121 | 72 |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
Operating activities for the Group's continuing operations generated a net cash inflow of €121 million in the six months ended March 31, 2019 versus €72 million in the first half of 2017-2018.
This item improved in first-half 2018-2019, representing a net cash outflow of €18 million compared with €78 million for the equivalent prior-year period. This yearon-year decrease reflects (i) the reduction in the Group's CICE tax receivable in France and its payroll taxes in the first half of 2018-2019 following the CICE tax credit reform effective from January 1, 2019, (ii) better inventory management, (iii) higher sales of receivables in France and Spain under the receivables securitization program, and (iv) the greater weighting of the Contract Catering business within the Group's overall revenue.
This item represented a slightly higher net cash outflow in first-half 2018-2019 than in the first half of 2017-2018, reflecting the increase in average consolidated debt and slightly higher borrowing costs on US-dollar denominated debt.
Tax paid includes corporate income tax paid in all of the geographic regions in which the Group operates. It also includes the Italian IRAP tax (Imposta Regionale Sulle Attività Produttive) and the French CVAE tax.
This item represented a nil amount in the six months ended March 31, 2019 (versus a €4 million net cash outflow in the same period of 2017-2018). The year-onyear decrease was mainly due to refunds received in firsthalf 2018-2019 for income tax overpaid in France during 2017-2018.
Other cash flows from operating activities primarily relate to non-recurring income and expenses recorded under "Non-recurring income and expenses, net" in the consolidated income statement.
This item represented net cash outflows of €15 million and €11 million for the six-month periods ended March 31, 2018 and 2019 respectively. The first-half 2018- 2019 figure chiefly consists of restructuring costs.
The following table sets out the components of consolidated net cash used in investing activities (continuing operations) for the six-month periods ended March 31, 2018 and 2019.
| (in € millions) | Six months ended March 31, | |
|---|---|---|
| 2019 | 2018 (1) | |
| Purchases of and proceeds from sale of property, plant and equipment and intangible assets |
(60) | (96) |
| Purchases of and proceeds from sale of non-current financial assets | 8 | (3) |
| Acquisition/sale of shares in consolidated companies | (16) | (56) |
| Net cash used in investing activities – continuing operations | (68) | (155) |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
Net cash used in investing activities for continuing operations totaled €155 million in the six months ended March 31, 2018 and €68 million in the six months ended March 31, 2019.
Consolidated cash used for purchases of property, plant and equipment and intangible assets (capital expenditure), net of proceeds from sales, decreased year on year from €96 million to €60 million for the six-month periods ended March 31, 2018 and 2019 respectively.
The figure for Contract Catering & Services came to €88 million for the six months ended March 31, 2018 and €58 million for first-half 2017-2018, representing 3.4% and 2.2% of this business line's revenue respectively. The year-on-year decrease reflects the Group's more selective strategy regarding capital expenditure projects.
Net cash used for capital expenditure by the Corporate & Other segment amounted to €8 million and €2 million for the six-month periods ended March 31, 2018 and 2019 respectively. The first half 2018-2019 figure primarily concerns purchases of computer software and hardware and investments in technological developments in connection with the Group's new IT blueprint.
This item corresponded to a net cash inflow of €8 million in the six months ended March 31, 2019 and primarily related to the sale of non-controlling interests in start-ups whose activities are related or complementary to the Group's businesses.
For the first six months of 2017-2018, "Purchases of and proceeds from sale of non-current financial assets" represented a net cash outflow of €3 million and chiefly concerned guarantee deposits.
For the six months ended March 31, 2019, acquisitions and sales of shares in consolidated companies represented a net cash outflow of €16 million and primarily corresponded to earn-out payments relating to acquisitions in the United States and India carried out in prior periods.
For the six months ended March 31, 2018, this item represented a net cash outflow of €56 million and chiefly concerned the acquisitions of CBM Managed Services in the United States, and the airport concession catering activities of La Taba in Mexico.
The following table sets out the components of consolidated net cash from financing activities (continuing operations) for the six-month periods ended March 31, 2018 and 2019.
| (in € millions) | Six months ended March 31, | |
|---|---|---|
| 2019 | 2018 (1) | |
| Dividends paid to owners of the parent | - | - |
| Movements in share capital of the parent | - | - |
| Acquisition/sale of treasury shares | - | (1) |
| Dividends paid to non-controlling interests | - | - |
| Proceeds from borrowings | 82 | 250 |
| Repayments of borrowings | (7) | (41) |
| Net cash from financing activities – continuing operations | 75 | 208 |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
Net cash from financing activities for continuing operations totaled €75 million and €208 million in the sixmonth periods ended March 31, 2019 and 2018 respectively.
Consolidated cash inflows from proceeds from borrowings totaled €250 million and €82 million in the six-month periods ended March 31, 2018 and 2019 respectively.
For the six months ended March 31, 2019, these proceeds mainly corresponded to (i) €37 million from new securitized receivables, and (ii) €44 million in drawdowns on the euro-denominated revolving credit facility.
For the six months ended March 31, 2018, proceeds from borrowings primarily related to (i) €39 million from new securitized receivables and (ii) €207 million in drawdowns on euro- and dollar-denominated revolving credit facilities.
Repayments of borrowings led to net cash outflows of €41 million and €7 million in the six-month periods ended March 31, 2018 and 2019 respectively.
In first-half 2018-2019, this item mainly concerned repayments of finance lease liabilities (€6 million), and in first-half 2017-2018, it primarily related to repayments of revolving credit facilities (€35 million) and finance lease liabilities.
| (in € millions) | Six months ended March 31, | ||
|---|---|---|---|
| 2019 | 2018 (1) | ||
| Adjusted EBITDA | 184 | 190 | |
| Share-based compensation expense | (6) | (5) | |
| EBITDA | 178 | 185 | |
| Purchases of and proceeds from sale of property, plant and equipment and intangible assets |
(60) | (96) | |
| Change in operating working capital | (18) | (78) | |
| Other cash flows from operating activities | (11) | (15) | |
| Operating free cash flow | 89 | (4) | |
| Tax paid | - | 4 | |
| Free cash flow | 89 | - |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
Operating free cash flow totaled €89 million for the six months ended March 31, 2019, up €93 million on firsthalf 2017-2018. This year-on-year increase was due to (i) more optimized working capital – partly due to the fact that the CICE tax credit in France has been replaced by a reduction in payroll taxes and the use of the receivables securitization program – and (ii) lower restructuring costs and capital expenditure.
| (in € millions) | At March 31, 2019 |
At Sept. 30, 2018 |
(in € millions) | At March 31, 2019 |
At Sept. 30, 2018 |
|---|---|---|---|---|---|
| Non-current assets | 2,748 | 4,090 | Equity | 1,389 | 1,460 |
| Current assets excluding cash and cash equivalents (*) |
964 | 1,133 | Non-controlling interests | 7 | 11 |
| Assets classified as held for sale |
1,627 | - | Non-current liabilities | 2,237 | 2,173 |
| Cash and cash equivalents | 66 | 143 | Current liabilities (*) | 1,373 | 1,722 |
| Liabilities classified as held for sale |
399 | - | |||
| Total assets | 5,405 | 5,366 | Total equity and liabilities | 5,405 | 5,366 |
| Net operating working capital requirement |
(257) | (393) | |||
| Gross debt | 2,053 | 1,959 | |||
| Net debt as defined in the SFA | 2,000 | 1,830 | |||
| SFA leverage ratio (net debt as defined in the SFA / adjusted EBITDA) |
3.94 | 3.62 |
(*) Excluding assets and liabilities classified as held for sale.
The Group's gross debt amounted to €2,053 million at March 31, 2019, €94 million higher than the €1,959 million figure at September 30, 2018, and mainly comprised bank borrowings amounting to €1,734 million under the Senior Facilities Agreement (SFA) (including €256 million in drawdowns of euro- and dollardenominated revolving credit facilities). The remainder included liabilities related to trade receivables securitized by French, Italian and Spanish subsidiaries, amounting to €125 million, and €34 million in finance lease liabilities.
The average interest rate for the first half of 2018-2019 – including the lending margin but excluding the impact of interest rate hedges – on the Group's debt related to the SFA, bonds and secured receivables (which represent the majority of its total debt) was 2.6% (2.1% in first-half 2017- 2018).
Cash and cash equivalents recognized in the balance sheet amounted to €66 million at March 31, 2019. At the same date, net cash and cash equivalents presented in the cash flow statement, i.e. net of bank overdrafts and short-term accrued interest, totaled €4 million.
At March 31, 2019, consolidated net debt (as defined in the SFA) stood at €2,000 million. This amount represented 3.94 times consolidated adjusted EBITDA on a rolling 12 month basis versus 3.62 times at September 31, 2018.
On April 16, 2019, Elior Group SA paid the dividend for fiscal 2017-2018 and issued 2,327,852 new shares to shareholders who had exercised the stock dividend option. These shares were issued at par with an issue premium equaling the difference between the subscription price and par. The total subscription price for the 2,327,852 new shares was €27,305,703.96, and the Company's capital was increased by €23,278.52.
On April 24, 2019, Elior Group announced that it had received a binding offer from PAI Partners for the acquisition of its concession catering operations grouped within its Areas subsidiary, representing an enterprise value of €1,542 million.
The closing of the transaction is subject to the usual conditions precedent applicable to this type of transaction and to conducting the information-consultation procedure with the Group's employee representative bodies required under French law.
The deal is expected to close during the summer of 2019. The sale proceeds would be used to reduce Elior Group's leverage ratio to a range between 1.5 and 2.0 times EBITDA. Within this range, the Group would be able to give the rescaled outfit the resources required to pursue an ambitious expansion drive, buy back its own shares or pay dividends to its shareholders.
In the six months ended March 31, 2019, the Company received the following notifications concerning the crossing of disclosure thresholds (as specified in the applicable laws and/or the Company's Bylaws):

May 29, 2019
For the Six-Month Periods Ended March 31, 2019 and 2018
The English-language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version of the document in French takes precedence over this translation.
www.eliorgroup.com
Elior Group SA Société anonyme Share capital: €1,759,912.94 Registered in Nanterre under no. 408 168 003 Registered office: 9-11 Allée de l'Arche, 92032 Paris La Défense, France
| 1.1 | Consolidated Income Statement 25 | |
|---|---|---|
| 1.2 | Consolidated Statement of Comprehensive Income 27 | |
| 2. | CONSOLIDATED BALANCE SHEET 28 | |
| 2.1 | Assets 28 | |
| 2.2 | Equity and Liabilities 29 | |
| 3. | CONSOLIDATED CASH FLOW STATEMENT 30 | |
| 4. | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 32 |
| 5. | GENERAL INFORMATION 33 | |
|---|---|---|
| 6. | SIGNIFICANT EVENTS 33 | |
| 7. | BASIS OF PREPARATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 33 |
|
| 8. | NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS 34 | |
| 9. | USE OF ESTIMATES 38 | |
| 10. | EXCHANGE RATES 38 | |
| 11. | BUSINESS COMBINATIONS 39 | |
| 12. | SEASONALITY OF OPERATIONS 39 | |
| 13. | SEGMENT REPORTING 39 | |
| 13.1 | Revenue, adjusted EBITA and non-current assets by segment 40 | |
| 13.2 | Revenue by client market 41 | |
| 14. | NON-RECURRING INCOME AND EXPENSES, NET 42 | |
| 15. | INCOME TAX 42 | |
| 16. | DIVIDENDS 42 | |
| 17. | GOODWILL 43 | |
| 18. | INTANGIBLE ASSETS 44 | |
| 19. | PROPERTY, PLANT AND EQUIPMENT 45 | |
| 20. | DEBT AND FINANCIAL INCOME AND EXPENSES 46 | |
| 20.1 | Debt 46 | |
| 20.1.1 | Analysis of debt 46 | |
| 20.1.2 | Interest rate swaps 48 |
| Financial covenants 49 | |
|---|---|
| Financial Income and Expenses 50 | |
| PROVISIONS 51 | |
| RELATED PARTY TRANSACTIONS 51 | |
| DISCONTINUED OPERATIONS 51 | |
| EVENTS AFTER THE REPORTING DATE 54 | |
| (in € millions) | Note | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited (1) |
|---|---|---|---|
| Revenue | 13.1 | 2,600 | 2,564 |
| Purchase of raw materials and consumables | (831) | (819) | |
| Personnel costs | (1,253) | (1,231) | |
| Share-based compensation expense | (6) | (5) | |
| Other operating expenses | (287) | (286) | |
| Taxes other than on income | (44) | (38) | |
| Depreciation, amortization and provisions for recurring operating items |
(62) | (59) | |
| Net amortization of intangible assets recognized on consolidation |
(10) | (9) | |
| Recurring operating profit from continuing operations | 107 | 117 | |
| Share of profit of equity-accounted investees | (1) | - | |
| Recurring operating profit from continuing operations including share of profit of equity-accounted investees |
13.1 | 106 | 117 |
| Non-recurring income and expenses, net | 14. | (6) | (9) |
| Operating profit from continuing operations including share of profit of equity-accounted investees |
100 | 108 | |
| Financial expenses | 20.2 | (33) | (36) |
| Financial income | 20.2 | 2 | 2 |
| Profit from continuing operations before income tax | 69 | 74 | |
| Income tax | 15. | (37) | (16) |
| Net profit for the period from continuing operations | 32 | 58 | |
| Net loss for the period from discontinued operations | 23. | (33) | (17) |
| Net profit/(loss) for the period | (1) | 41 | |
| Attributable to owners of the parent | 0 | 37 | |
| Attributable to non-controlling interests | (1) | 4 |
| (in € millions) | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited (1) |
|---|---|---|
| Earnings per share (in €) | ||
| Earnings per share – continuing operations | ||
| Basic | 0.18 | 0.30 |
| Diluted | 0.18 | 0.30 |
| Earnings/(loss) per share – discontinued operations | ||
| Basic | (0.18) | (0.09) |
| Diluted | (0.18) | (0.09) |
| Total earnings per share | ||
| Basic | 0.00 | 0.21 |
| Diluted | 0.00 | 0.21 |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
| (in € millions) | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited (1) |
|---|---|---|
| Net profit/(loss) for the period | (1) | 41 |
| Items that will not be reclassified subsequently to profit or loss Post-employment benefit obligations (2) |
- | - |
| Items that may be reclassified subsequently to profit or loss | ||
| Financial instruments | (10) | 7 |
| Currency translation differences | 4 | (6) |
| Income tax | 3 | (3) |
| Total items that may be reclassified subsequently to profit or loss | (3) | (2) |
| Comprehensive income/(expense) for the period Attributable to: |
(4) | 39 |
| - Owners of the parent | (3) | 36 |
| - Non-controlling interests | (1) | 3 |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
(2) Net of the effect of income tax.
| (in € millions) Note |
At March 31, 2019 Unaudited |
At September 30, 2018 Audited |
|---|---|---|
| Goodwill | 17. 1,850 |
2,541 |
| Intangible assets | 18. 279 |
524 |
| Property, plant and equipment | 19. 402 |
747 |
| Other non-current assets | 10 | - |
| Non-current financial assets | 43 | 72 |
| Equity-accounted investees | 1 | 9 |
| Fair value of derivative financial instruments (*) | 2 | 8 |
| Deferred tax assets | 161 | 188 |
| Total non-current assets | 2,748 | 4,090 |
| Inventories | 91 | 132 |
| Trade and other receivables | 804 | 879 |
| Contract assets | - | - |
| Current income tax assets | 19 | 23 |
| Other current assets | 50 | 97 |
| Short-term financial receivables (*) | - | 2 |
| Cash and cash equivalents (*) | 66 | 143 |
| Assets classified as held for sale | 23. 1,627 |
0 |
| Total current assets | 2,657 | 1,276 |
| Total assets | 5,405 | 5,366 |
(*) Included in the calculation of net debt
| (in € millions) | Note | At March 31, 2019 Unaudited |
At September 30, 2018 Audited |
|---|---|---|---|
| Share capital | 2 | 2 | |
| Reserves and retained earnings | 1,387 | 1,458 | |
| Non-controlling interests | 7 | 11 | |
| Total equity | 4. | 1,396 | 1,471 |
| Long-term debt (*) | 20. | 1,969 | 1,874 |
| Fair value of derivative financial instruments (*) | 10 | 5 | |
| Non-current liabilities relating to share acquisitions | 100 | 100 | |
| Deferred tax liabilities | 51 | 59 | |
| Provisions for pension and other post-employment benefit obligations |
21. | 90 | 109 |
| Other long-term provisions | 21. | 17 | 20 |
| Other non-current liabilities | - | 7 | |
| Total non-current liabilities | 2,237 | 2,173 | |
| Trade and other payables | 574 | 850 | |
| Due to suppliers of non-current assets | 17 | 75 | |
| Accrued taxes and payroll costs | 509 | 601 | |
| Current income tax liabilities | 26 | 11 | |
| Short-term debt (*) | 20. | 85 | 84 |
| Current liabilities relating to share acquisitions | 2 | 16 | |
| Short-term provisions | 21. | 34 | 51 |
| Contract liabilities | 42 | - | |
| Other current liabilities | 84 | 34 | |
| Liabilities classified as held for sale | 23. | 399 | 0 |
| Total current liabilities | 1,772 | 1,722 | |
| Total liabilities | 4,009 | 3,895 | |
| Total equity and liabilities | 5,405 | 5,366 | |
| (*) Included in the calculation of net debt | 1,995 | 1,812 | |
| Net debt excluding fair value of derivative financial instruments and debt issuance costs |
2,000 | 1,830 |
| (in € millions) | Note | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited (1) |
|---|---|---|---|
| Cash flows from operating activities – continuing operations | |||
| Recurring operating profit including share of profit of equity-accounted investees Amortization and depreciation |
106 72 |
117 65 |
|
| Provisions | - | 3 | |
| EBITDA | 178 | 185 | |
| Change in operating working capital Interest and other financial expenses paid Tax paid |
(18) (28) - |
(78) (24) 4 |
|
| Other cash movements | (11) | (15) | |
| Net cash from operating activities – continuing operations | 121 | 72 | |
| Cash flows from investing activities – continuing operations | |||
| Purchases of property, plant and equipment and intangible assets (2) | 18. 19. |
(62) | (97) |
| Proceeds from sale of property, plant and equipment and intangible assets Purchases of financial assets |
2 - |
1 (4) |
|
| Proceeds from sale of financial assets Acquisitions of shares in consolidated companies, net of cash acquired Other cash flows related to investing activities |
11. | 8 (16) - |
1 (56) - |
| Net cash used in investing activities – continuing operations | (68) | (155) | |
| Cash flows from financing activities – continuing operations | |||
| Dividends paid to owners of the parent Movements in share capital of the parent Acquisition/sale of treasury shares Dividends paid to non-controlling interests Proceeds from borrowings |
20. | - - - - 82 |
- - (1) - 250 |
| Repayments of borrowings | 20. | (7) | (41) |
| Net cash from financing activities – continuing operations | 75 | 208 | |
| Effect of exchange rate and other changes Increase/(decrease) in net cash and cash equivalents – continuing operations |
(3) 125 |
4 129 |
|
| Increase/(decrease) in net cash and cash equivalents – discontinued operations |
23. | (127) | (82) |
| Net cash and cash equivalents at beginning of period Net cash and cash equivalents at beginning of period – continuing operations |
78 (7) |
79 12 |
|
| Net cash and cash equivalents at beginning of period classified as assets | 85 | 67 | |
| held for sale Net cash and cash equivalents at end of period Net cash and cash equivalents at end of period – continuing operations Net cash and cash equivalents at end of period classified as assets held for sale |
76 (4) 80 |
126 39 87 |
period in amounts due to suppliers of non-current assets. In the six months ended March 31, 2019 this change had an €8 million positive cash impact.
Bank overdrafts repayable on demand and current accounts held for treasury management purposes are an integral part of the Group's cash management and are therefore deducted from cash in the cash flow statement whereas they are classified as short-term debt in the balance sheet. These items represent the sole difference between the cash and cash equivalents figure presented under assets in the balance sheet and the amount presented in the cash flow statement under "Net cash and cash equivalents at end of period".
The following table shows reconciliation between the figures recorded for these items in the balance sheet and the cash flow statement:
| (in € millions) | March 31, 2019 Unaudited |
September 30, 2018 Audited |
|---|---|---|
| Balance sheet – Assets | 66 | 143 |
| Cash and cash equivalents | 66 | 143 |
| Balance sheet – Liabilities | 70 | 65 |
| Bank overdrafts | 56 | 61 |
| Intra-Group current accounts | 4 | 2 |
| Accrued interest | 10 | 2 |
| Net cash and cash equivalents presented in the cash flow statement | (4) | 78 |
| (in € millions) | Number of shares |
Share capital |
Additional paid-in capital and other reserves |
Profit for the period attributable to owners of the parent |
Translation reserve |
Equity attributable to owners of the parent |
Non-controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance at September 30, 2017 | 172,741,785 | 2 | 1,475 | 114 | (27) | 1,563 | 54 | 1,618 |
| Profit for the period | 34 | 34 | 4 | 38 | ||||
| Post-employment benefit obligations |
2 | 2 | 2 | |||||
| Changes in fair value of financial instruments |
6 | 6 | 6 | |||||
| Translation reserve | 3 | 3 | 0 | 2 | ||||
| Comprehensive income for the period |
8 | 34 | 3 | 44 | 4 | 48 | ||
| Appropriation of prior-period profit |
114 | (114) | 0 | |||||
| Capital increase | 3,207,311 | 0 | 15 | 15 | 2 | 17 | ||
| Dividends paid | (36) | (36) | (2) | (38) | ||||
| Share-based payments (IFRS 2) | 2 | 2 | 2 | |||||
| Other movements (1) | (128) | (128) | (48) | (176) | ||||
| Balance at September 30, 2018 | 175,949,096 | 2 | 1,449 | 34 | (25) | 1,460 | 11 | 1,471 |
| Balance at September 30, 2018 | 175,949,096 | 2 | 1,449 | 34 | (25) | 1,460 | 11 | 1,471 |
| Impacts of IFRS 9 & IFRS 15 | (9) | (9) | 0 | (9) | ||||
| Balance at October 1, 2018 | 175,949,096 | 2 | 1,440 | 34 | (25) | 1,451 | 11 | 1,462 |
| Profit/(loss) for the period | 0 | 0 | (1) | (1) | ||||
| Post-employment benefit obligations |
0 | 0 | 0 | |||||
| Changes in fair value of financial instruments |
(7) | (7) | (7) | |||||
| Translation reserve | 4 | 4 | 0 | 4 | ||||
| Comprehensive income/(expense) for the period |
(7) | 0 | 4 | (3) | (1) | (4) | ||
| Appropriation of prior-period profit |
34 | (34) | 0 | |||||
| Capital increase | 42,198 | 0 | 0 | |||||
| Dividends paid | (60) | (60) | (3) | (62) | ||||
| Share-based payments (IFRS 2) | 0 | 0 | 0 | 0 | ||||
| Other movements | 0 | 0 | 0 | 0 | ||||
| Balance at March 31, 2019 | 175,991,294 | 2 | 1,408 | 0 | (21) | 1,389 | 7 | 1,396 |
(1) The amounts recognized under "Other movements" within "Equity attributable to owners of the parent" and "Noncontrolling interests" for the year ended September 30, 2018 mainly correspond to the impact of the purchase of non-controlling interests in Elior North America.
Elior Group SA (the "Company") is a French joint stock corporation (société anonyme) registered and domiciled in France. Its headquarters are located at 9-11 Allée de l'Arche, Paris La Défense, France. At March 31, 2019, the Company was held by the following parties: 6.6% by Caisse de Depôt et Placement du Québec (CDPQ), 22.7% by BIM SAS (which is controlled by Robert Zolade), 9.7% by Corporacion Empresarial Emesa, 5.1% by Fonds Stratégique de Participations and 56.0% by private and public investors following the Company's admission to trading on Euronext Paris on June 11, 2014.
The Elior group – comprising Elior Group SA and its subsidiaries (the "Group") – is a major player in contracted catering and related services. It operates its businesses of Contract Catering & Services and Concession Catering through companies based in 15 countries – mainly in the eurozone, the United Kingdom, Latin America, the USA and India.
As part of the review of its strategic options, and following a bid process, on March 20, 2019, Elior Group announced that it had entered into exclusive discussions with PAI Partners concerning the sale of its concession catering operations grouped within its Areas subsidiary.
Following this announcement, and in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations", the Group's concession catering business has been presented under discontinued operations in the income statement and its assets and liabilities have been classified as assets and liabilities held for sale in the balance sheet (see Note 23).
In November 2017, Elior North America (formerly TrustHouse Services) – an Elior Group contract catering subsidiary operating in the United States – acquired CBM Managed Services ("CBM"), based in Sioux Falls, South Dakota, which provides foodservices to correctional facilities.
CBM has just under 1,000 employees serving 200 locations in 29 states and generated annual revenue of approximately \$70 million prior to the acquisition.
Effective February 1, 2018, Aerocomidas – a Mexico-based Areas subsidiary – acquired the airport concession catering activities operated under the La Taba brand, which generated total annual revenue of around €10 million.
Philippe Salle, the Group's Chairman and Chief Executive Officer, stepped down from his post on October 31, 2017. Following a decision taken by Elior Group's Board of Directors on July 26, 2017 to separate the roles of Chairman and Chief Executive Officer, Gilles Cojan – who was appointed by the Board as a director – was named Chairman of the Board of Directors, and Pedro Fontana was appointed as the Group's Interim Chief Executive Officer, both with effect from November 1, 2017.
At its meeting on December 5, 2017, the Board appointed Philippe Guillemot as the Group's Chief Executive Officer and Pedro Fontana became Deputy Chief Executive Officer.
The condensed interim consolidated financial statements for the six months ended March 31, 2019 (first-half 2018- 2019) have been prepared in accordance with IAS 34, "Interim Financial Reporting". These financial statements do not include all the information and disclosures required in accordance with IFRS for annual financial statements and should therefore be read in conjunction with the Group's annual consolidated financial statements for the fiscal year ended September 30, 2018, which were prepared in accordance with IFRS as adopted in the European Union.
For interim periods, taxes on income (other than the CVAE tax levied in France on value added generated by the business but including the regional IRAP tax applicable in Italy) are accrued using the tax rate that is expected to apply to total annual profit. In these financial statements, the CVAE tax – which is included in income tax – and employee profit-sharing have been accrued based on 50% of the estimated full-year charge.
No actuarial assessments of pension and other postemployment benefit obligations have been performed for these condensed interim consolidated financial statements. The related expense for the six-month periods ended March 31, 2018 and 2019 represents half of the expense calculated for the full years ended September 30, 2018 and 2019, respectively.
The accounting policies used are the same as those applied in the annual consolidated financial statements at September 30, 2018, except for the standards and interpretations which have been adopted by the European Union and have been applied for the first time in these financial statements for the six months ended March 31, 2019.
The unaudited condensed interim consolidated financial statements were approved for issue by Elior Group's Board of Directors on May 28, 2019. Unless otherwise specified they are presented in millions of euros, rounded to the nearest million.
The Group has adopted IFRS 9 – Financial Instruments and IFRS 15 – Revenue from Contracts with Customers as from October 1, 2018. The impacts of adoption on the Group's consolidated financial statements and accounting policies are described below. In accordance with the transitional provision of IFRS 9 and IFRS 15, the Group has not restated prior year comparatives.
The following table shows the adjustments recognized for each line item in the Statement of financial position. Line items that were not impacted by the changes have not been included, and as a result, the sub-totals and totals cannot be calculated from the numbers provided.
| (In € millions) | At September 30, 2018 |
IFRS 9 | IFRS 15 | At October 1st, 2018 |
|---|---|---|---|---|
| Other non-current assets | - | - | 11 | 11 |
| Deferred tax assets | 188 | 3 | - | 191 |
| Total non-current assets | 4,090 | 3 | 11 | 4,103 |
| Trade and other receivables | 879 | (12) | - | 868 |
| Contract assets | - | - | - | - |
| Other current assets | 97 | - | (11) | 86 |
| Total current assets | 1,276 | (12) | (11) | 1,254 |
| Total assets | 5,366 | (9) | - | 5,357 |
| Reserves and retained earnings | 1,458 | (9) | - | 1,449 |
| Total equity | 1,471 | (9) | - | 1,462 |
| Trade and other payables | 850 | - | (48) | 802 |
| Contract liabilities | - | - | 48 | 48 |
| Other current liabilities | 34 | - | - | 34 |
| Total current liabilities | 1,722 | - | - | 1,722 |
| Total liabilities | 3,895 | - | - | 3,895 |
| Total equity and liabilities | 5,366 | (9) | - | 5,357 |
IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement. On adoption, the Group has not restated the comparative period but presents the cumulative effect of adopting IFRS 9 as a transition adjustment to the opening balance of other comprehensive income and retained earnings as of October 1, 2018. The effect of changes to the Group's consolidated financial statements due to the adoption of IFRS 9 are described below.
The Group has classified its financial assets in the following two categories: financial assets measured at amortized cost and financial assets measured at fair value through profit and loss. The selection of the appropriate category is made based both on Elior Group's business model for managing the financial asset and on the contractual cash flows characteristics of the financial asset. The new asset classes replace the following IAS 39 asset classification categories: derivative and other current financial assets, loans receivable, trade receivables, financial assets at fair value through profit and loss.
The Group's business model for managing financial assets is defined on portfolio level. The business model must be observable on practical level by the way business is managed. The cash flows of financial assets measured at
amortized cost are solely payments of principal and interest. These assets are held within a business model which has an objective to hold assets to collect contractual cash flows. Financial assets measured at fair value through profit and loss are assets that do not fall in either of the amortized cost category or fair value through other comprehensive income category.
Other non-current financial assets: Investments unlisted venture funds are classified as fair value through profit and loss. Under IAS 39, these items were classified at amortized cost. Fair valuation is recorded in other financial income and expenses based on the business model assessment performed in conjunction with IFRS 9 transition.
Loans: The Group's business model for managing loans to third parties is to collect contractual cash flows and hence to recognize and measure at amortized cost. When contractual provisions of a loan may affect the cash flows, the loan is recognized and subsequently re-measured at fair value through profit and loss. Under IAS 39, these items were measured at amortized cost less impairment using the effective interest method.
The Group classifies derivative liabilities at fair value through profit and loss and all other financial liabilities at amortized cost. These classes replace the IAS 39 classes as derivative and other financial liabilities, compound financial instruments, loans payable, and account payable. The implementation of IFRS 9 has not had an effect on the classification and measurement of financial liabilities. In particular, the analysis on non-substantial amendments of our financial debt since 2014 did not result in the application of paragraph B5.4.5 of IFRS 9 that leads to modify the carrying value of the financial debt with the recognition of an immediate gain or loss in counterpart.
The Group's hedge accounting model has not been impacted by IFRS 9, all hedging relationships qualify for treatment as continuing hedging relationship. The requirement for hedge effectiveness of 80-125 % has been removed from IFRS 9 and the effectiveness of hedging is evaluated based on the economic relationship between the hedging instrument and hedged item.
The Group assesses expected credit losses ("ECL") on financial assets on a forward-looking basis whereas the impairment provision under IAS 39 was based on actual credit losses. The impairment requirements concern the following financial assets: financial assets measured at amortized cost as well as financial guarantee contracts and loan commitments.
A loss allowance is recognized based on 12-month expected credit losses unless the credit risk for the financial instrument has increased significantly since initial recognition. For trade receivables and contract assets, the Group applies a simplified impairment approach to recognize a loss allowance based on lifetime expected credit losses.
The changes to classification and measurement of financial assets in the Statement of financial position is described line-by-line as follows:
| (In € millions) | At September 30, 2018 |
IAS 39 Classification | IFRS 9 Classification | Change in assessment |
At October 1st, 2018 |
|---|---|---|---|---|---|
| Financial assets | |||||
| Non-current financial assets | 72 | Amortized costs | Amortized costs FVTPL |
63 9 |
|
| Fair value of derivative financial instruments | 8 | FVTPL | FVTPL | 8 | |
| Trade and other receivables | 879 | Amortized costs | Amortized costs | (12) | 867 |
| Other current assets | 97 | Amortized costs | Amortized costs | 97 | |
| Short-term financial receivables | 2 | Amortized costs | Amortized costs | 2 | |
| Cash and cash equivalents | 143 | FVTPL | FVTPL | 143 | |
| Equity | |||||
| Reserves and retained earnings | 1,458 | (9) | 1,449 | ||
| Non-controlling interests | 11 | 11 | |||
| Total equity | 1,471 | (9) | 1,462 | ||
| Financial assets | |||||
| Due to suppliers of non-current assets | 75 | Amortized costs | Amortized costs | 75 | |
| Long-term debt | 1,874 | Amortized costs | Amortized costs | 1,874 | |
| Fair value of derivative financial instruments | 5 | FVTPL | FVTPL | 5 | |
| Non-current liabilities relating to share acquisitions |
100 | Amortized costs | Amortized costs | 100 | |
| Short-term debt | 84 | Amortized costs | Amortized costs | 84 | |
| Current liabilities relating to share acquisitions | 16 | Amortized costs | Amortized costs | 16 | |
| Other current liabilities | 34 | Amortized costs | Amortized costs | 34 |
IFRS 15 replaces IAS 18 – Revenue and IAS 11 – Construction contracts and establishes a new five-step model that applies to revenue arising from contracts with customers. Under IFRS 15 revenue is recognized to reflect the transfer of promised goods and services to customers for amounts that reflect the consideration to which an entity expects to be entitled in exchange for those goods and services.
The Group has conducted the analysis of the impacts of the adoption of IFRS 15 on each of its two segments as well as on its business presented in discontinued operations and concluded that the new standard has not had a significant impact on its consolidated financial statements. It mainly affects the classification of certain expenses in reduction of revenue. The impacts on revenues for the year ended September 30, 2018 and for the six-month ended March 31, 2019 amounted to €40 million and €21 million, respectively.
As part of its normal business, the Group may pay amounts to clients when it wins contract catering & services contracts, corresponding to up-front discounts. These payments are essentially granted for multi-year
contracts. Consideration paid to a customer is considered as a non-current asset and amortized over the length of the contract as a reduction of revenue, according to IFRS 15, when it does not correspond to consideration paid to clients that does not relate to distinct good or service received from the client. Previously, the Group presented consideration paid to client in current assets in the balance sheet and in operating expenses in the Income Statement, spread over the contract life. Consideration paid to customer are accounted for as "Other non-current assets" in the balance sheet.
The Group sometimes has to pay certain fees to its clients that it previously recorded under operating expenses, but which, in accordance with IFRS 15, is now reclassified as a reduction of revenue. This reclassification does not apply to concession catering operations when Elior's client is not the concession grantor but instead is the end-consumer as in this case the fees fall within the scope of IFRIC 12 or IAS 17 (see the last bullet point above on the expected impacts of IFRS 16).
Main standards, amendments and interpretations that have been issued but whose application is not yet mandatory are as follows:
The Group did not early adopt any of these standards, amendments or interpretations by anticipation. The Group is currently assessing the potential impacts of them.
IFRS 16 "Leases" is applicable by the Group as form the fiscal year commencing October 1, 2019 and ending September 30, 2019.
IFRS 16 removes the distinction between operating leases and finance leases. Under this new standard, apart from short-term leases and leases of low-value assets (for which the standard offers an exemption), lessees are required to bring all of their leases on balance sheet, recognizing an asset corresponding to their right to use the leased item and a lease liability representing the obligation to make the fixed lease payments over the term of the lease.
The expected impact of the standard – which is still being analyzed – will be the recognition of lease liabilities for the following:
operating leases for on-site equipment, office equipment and vehicles.
certain concession agreements, which, although referred to as "concession" agreements, do not fall within the scope of IFRIC 12, notably in the motorways, airports, railway stations and city sites markets. The liability that will need to be recognized under IFRS 16 relates to the occupancy fees paid to concession grantors when the agreements include a guaranteed minimum fee clause. A corresponding asset will be recognized in the balance sheet for the right to use the assets covered by the agreements.
The Group plans to use the modified retrospective approach when it adopts IFRS 16 for the first time, which will affect the opening balance sheet as of October 1, 2019. It has not yet assessed whether it has any leases that fall within the scope of the exemptions provided for in the standard.
The preparation of interim consolidated financial statements requires Management of both the Group and its subsidiaries to use certain estimates and assumptions that may have an impact on the reported values of assets, liabilities and contingent liabilities at the balance sheet date and on items of income and expense for the period.
These estimates and assumptions – which are based on historical experience and other factors believed to be reasonable in the circumstances – are used to assess the carrying amount of assets and liabilities. Actual results may differ significantly from the estimates if different assumptions or circumstances apply.
In preparing these condensed interim consolidated financial statements, the significant judgments made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended September 30, 2018, with the exception of changes in estimates that are required in determining the provision for income taxes.
The recognition and measurement criteria relating to foreign currency operations are defined in IAS 21, "The Effects of Changes in Foreign Exchange Rates". Commercial transactions denominated in foreign currencies carried out by consolidated companies are translated using the exchange rate prevailing at the date of the transaction. Foreign currency receivables and payables are translated at the period-end exchange rate and the resulting translation gains or losses are recorded in the income statement.
For the six-month periods ended March 31, 2019 and 2018, the balance sheets, income statements, and cash flow statements of certain subsidiaries whose functional currency differs from the presentation currency used in the consolidated financial statements have been translated (i) at the exchange rate prevailing at March 31, 2019 and 2018 respectively for the balance sheet, and (ii) at the average exchange rate for the period for the income statement and cash flow statement, except in the case of significant fluctuations in exchange rates. Any resulting
translation differences have been recorded in other comprehensive income.
The main exchange rates used in the consolidated financial statements for the six-month periods ended March 31, 2019 and 2018 were based on Paris stock exchange rates and were as follows:
| Six months ended March 31, 2019 | Six months ended March 31, 2018 | |||||
|---|---|---|---|---|---|---|
| Period-end rate | Average rate | Period-end rate | Average rate | |||
| - € /US \$: | 1.1217 | 1.1384 | 1.2321 | 1.2032 | ||
| - € /£: | 0.8605 | 0.8798 | 0.8788 | 0.8852 | ||
| - € /MXN: | 21.79 | 22.22 | 22.42 | 22.69 | ||
| - €/CLP: | 762.81 | 767.41 | 744.16 | 742.96 | ||
| - €/INR: | 77.60 | 81.14 | 80.22 | 77.66 |
No significant acquisitions or divestments were carried out in the six months ended March 31, 2019.
During the six months ended March 31, 2018, the Group acquired CBM Managed Services ("CBM") – a contract caterer based in the United States – and the airport concession catering activities operated under the La Taba brand in Mexico.
These two companies are fully consolidated (since December 1, 2017 for CBM and since February 1, 2018 for La Taba). The goodwill recognized on their first-time consolidation – after assigning fair values to their identifiable assets and liabilities under the purchase price allocation process – amounted to an aggregate €23 million. Together, the two companies represent annual revenue of approximately €67 million.
Revenue and recurring operating profit generated by the Group's operations are subject to seasonal fluctuations.
During the second half of the fiscal year, the Contract Catering & Services business line generates lower recurring operating profit, both in absolute value terms and as a percentage of revenue, as it experiences lower business volumes due to the fact that a large number of employees and students are on vacation in the summer.
In addition, changes in the number of working days and the dates on which public holidays or school vacations fall impact the period-on-period comparability of the Group's revenue and profitability.
Net cash from operating activities is also subject to seasonal variations, which are mainly due to changes in working capital. In the Contract Catering & Services business line, the amount of trade receivables increases during the first half of the fiscal year as revenue invoiced to clients is at its peak during this period, and decreases during the second half.
As a result of the planned sale of its Concession Catering business, the Group has two continuing operations: "Contract Catering" and "Services", which are divided into four operating sectors: "Contract Catering – France", "Services – France", "Contract Catering – International" and "Services – International".
The above four sectors for the Group's continuing operations are grouped together in two operating segments: "Contract Catering & Services – France" and "Contract Catering & Services – International", in accordance with the requirements of IFRS 8. The Contract Catering & Services businesses have been aggregated into a single operating segment as they have similar economic characteristics in terms of their long-term profitability, the nature of their services, the nature of their production processes, their type of customers, and the nature of their regulatory environment.
The segment information presented is based on financial data from the Group's internal reporting system. This data is regularly reviewed by the Chief Executive Officer, who is now the Group's chief operating decision maker.
The "Concession Catering" operating segments are now presented as discontinued operations.
The "Corporate & Other" segment mainly comprises unallocated central functions, the Group's head office expenses, and residual Concession Catering activities not included in the sale of Areas.
The figures for the six months ended March 31, 2018 have been represented to permit meaningful year-on-year comparisons following the reclassification of the "Concession Catering" operating segment as a discontinued operation.
The following tables show revenue, adjusted EBITA and non-current assets by operating segment (France and International) and revenue by client market for the six months ended March 31, 2019 and 2018.
| (in € millions) | Contract Catering & Services | Group total | |||
|---|---|---|---|---|---|
| Six months ended March 31, 2019 Unaudited |
International | Total | Corporate & Other |
||
| Revenue | 1,164 | 1,424 | 2,588 | 12 | 2,600 |
| Recurring operating profit/(loss) including share of profit of equity-accounted investees |
69 | 50 | 119 | (13) | 106 |
| Of which: | |||||
| Share-based compensation expense | - | 6 | 6 | - | 6 |
| Net amortization of intangible assets recognized on consolidation | - | 10 | 10 | - | 10 |
| Adjusted EBITA | 69 | 66 | 135 | (13) | 122 |
| Adjusted EBITA as a % of revenue | 6% | 5% | 5% | 5% | |
| Depreciation, amortization and impairment of property, plant and equipment and intangible assets |
(25) | (32) | (57) | (5) | (62) |
| Non-current assets (1) | 1,274 | 1,217 | 2,491 | 41 | 2,531 |
(1) Non-current assets including the carrying amount of goodwill, intangible assets and property, plant and equipment.
| (in € millions) | Contract Catering & Services | ||||
|---|---|---|---|---|---|
| Six months ended March 31, 2018 Unaudited (2) |
France | International | Total | Corporate & Other |
Group total |
| Revenue | 1,160 | 1,392 | 2,552 | 12 | 2,564 |
| Recurring operating profit/(loss) including share of profit of equity-accounted investees |
72 | 51 | 123 | (6) | 117 |
| Of which: | |||||
| Share-based compensation expense | - | 5 | 5 | - | 5 |
| Net amortization of intangible assets recognized on consolidation | - | 9 | 9 | - | 9 |
| Adjusted EBITA | 72 | 65 | 137 | (6) | 131 |
| Adjusted EBITA as a % of revenue | 6% | 5% | 5% | 5% | |
| Depreciation, amortization and impairment of property, plant and equipment and intangible assets |
(26) | (28) | (54) | (5) | (59) |
| Non-current assets (1) | 1,275 | 1,229 | 2,504 | 43 | 2,547 |
| (in € millions) | Six months ended March 31, 2019 Unaudited |
% of total revenue |
Six months ended March 31, 2018 Unaudited (1) |
% of total revenue |
Year-on year change (€m) |
Year-on year change (%) |
|---|---|---|---|---|---|---|
| Business & Industry | 1,150 | 44.2% | 1,144 | 44.6% | 6 | 0.5% |
| Education | 824 | 31.7% | 827 | 32.3% | (3) | (0.4)% |
| Healthcare | 626 | 24.1% | 593 | 23.1% | 33 | 5.7% |
| Group total | 2,600 | 100.0% | 2,564 | 100.0% | 36 | 1.4% |
(1) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
This item represented a net expense of €6 million for the six months ended March 31, 2019 and primarily included €5 million recorded by the Group's French and international operations for restructuring and business exit costs.
Income tax expense, excluding the French CVAE tax on value added generated by the business, is recognized based on Management's estimate of the average annual income tax rate for the full fiscal year. The estimated rate for the year ending September 30, 2019 and used for the six months ended March 31, 2019 was 23%. The estimated rate applied for the six months ended March 31, 2018 was 5%.
The increase in the estimated annual rate, excluding the CVAE tax, is chiefly due to the abolition as from January 1, 2019 of the CICE tax credit in France, which has been replaced by a reduction in payroll taxes. Also, the income
At the March 22, 2019 Annual General Meeting, the Company's shareholders approved a €60 million dividend payment for the year ended September 30, 2018, corresponding to €0.34 per share, payable either in cash or in new Elior Group shares. This dividend payment has been recorded under "Other current liabilities" in the consolidated balance sheet at March 31, 2019.
The delivery of the new shares to shareholders who opted for the stock dividend payment was made on the same date as the cash dividend payment, i.e. April 16, 2019 (see Note 24).
The dividend for the year ended September 30, 2017 – which totaled €73 million (€0.42 per share) and was For the six months ended March 31, 2018, "Non-recurring income and expenses, net" represented a net expense of €9 million, breaking down as (i) €7 million recorded by the Group's French and international operations for reorganization and business exit costs, and (ii) €2 million in share acquisition costs.
tax expense for the six months ended March 31, 2018 included the positive impact of the reduction in the federal corporate income tax rate in the USA from 35% to 21% following the US tax reform effective from January 1, 2018. The net non-recurring income tax benefit resulting from this rate reduction was €14 million for full-year 2017-2018.
The CVAE tax is accrued based on 50% of the expected annual CVAE charge. The CVAE charge for the six months ended March 31, 2019 amounted to €12 million (unchanged from the corresponding prior-year period).
approved by the Company's shareholders at the March 9, 2018 Annual General Meeting – was paid as follows:
The above-mentioned cash dividend was paid on April 17, 2018 and was recorded under "Other current liabilities" in the consolidated balance sheet at March 31, 2018.
The table below shows an analysis of net goodwill by cash generating unit (CGU).
| (in € millions) | At September 30, 2018 Audited |
Increases | Decreases | Other movements including currency translation differences (4) |
At March 31, 2019 Unaudited |
|---|---|---|---|---|---|
| (4) | |||||
| Elior Restauration Entreprises | 578 | - | - | - | 578 |
| Elior Restauration Enseignement et Santé | 365 | - | - | - | 365 |
| Elior Services | 134 | 1 | - | - | 135 |
| France | 1,077 | 1 | - | - | 1,078 |
| Elior North America | 271 | 2 | - | 5 | 278 |
| Elior Europe - other countries (1) | 492 | - | - | 2 | 494 |
| Elior India | - | - | - | - | - |
| International | 762 | 2 | - | 7 | 772 |
| Contract Catering & Services | 1,840 | 3 | - | 7 | 1,850 |
| Areas Northern Europe | 424 | - | - | (424) | - |
| Areas Southern Europe (2) | 213 | - | - | (213) | - |
| Areas Americas (3) | 65 | - | - | (65) | - |
| Concession Catering (Areas) | 701 | - | - | (701) | - |
| Group total | 2,541 | 3 | 0 | (694) | 1,850 |
(1) Grouping of the following CGUs: Elior UK, Elior Iberia and Elior Italy
(2) Grouping of the following CGUs: Areas Iberia and Areas Italy
(3) Grouping of the following CGUs: Areas USA and Areas LATAM
(4) The "Other movements" column corresponds to currency translation differences and the reclassification of the Concession Catering business's goodwill to "Assets classified as held for sale".
No goodwill impairment losses were recognized in either of the interim periods under review.
After reviewing its performance for the first half of 2018- 2019 and based on its updated forecasts for the full fiscal year, the Group did not identify any indication of goodwill impairment at March 31, 2019.
| (in € millions) | At September 30, 2018 Audited |
Additions | Disposals | Other movements (2) |
At March 31, 2019 Unaudited |
|---|---|---|---|---|---|
| Concession rights | 272 | - | - | (251) | 21 |
| Assets operated under concession arrangements (1) |
37 | - | - | - | 37 |
| Trademarks | 72 | - | - | (47) | 25 |
| Software | 172 | 1 | - | (48) | 124 |
| Intangible assets in progress | 34 | 4 | - | (20) | 18 |
| Other | 277 | - | - | - | 277 |
| Gross value | 864 | 5 | - | (366) | 502 |
| Concession rights | (89) | (1) | - | 82 | (7) |
| Assets operated under concession arrangements (1) |
(37) | - | - | - | (37) |
| Trademarks | (25) | (1) | - | 20 | (6) |
| Software | (107) | (8) | - | 30 | (85) |
| Other | (82) | (10) | - | 4 | (88) |
| Total amortization | (340) | (20) | - | 136 | (223) |
| Carrying amount | 524 | (15) | 0 | (231) | 279 |
(1) Assets recognized in accordance with IFRIC 12 for the Group's right to use central kitchens in the education market in France as granted under leases and public sector contracts.
(2) The "Other movements" column corresponds to currency translation differences and the reclassification of the Contract Catering business's intangible assets to "Assets classified as held for sale".
| (in € millions) | At September 30, 2018 Audited |
Additions | Disposals | Other movements (1) |
At March 31, 2019 Unaudited |
|---|---|---|---|---|---|
| Land | 9 | - | - | - | 9 |
| Buildings | 177 | 2 | (2) | (87) | 91 |
| Technical installations | 718 | 16 | (6) | (240) | 488 |
| Other items of property, plant and equipment |
862 | 23 | (8) | (479) | 397 |
| Assets under construction | 40 | 7 | - | (40) | 7 |
| Prepayments to suppliers of property, plant and equipment |
4 | 1 | - | (3) | 2 |
| Gross value | 1,810 | 49 | (16) | (849) | 994 |
| Buildings | (91) | (2) | 1 | 48 | (44) |
| Technical installations | (477) | (26) | 6 | 159 | (339) |
| Other items of property, plant and equipment |
(494) | (26) | 7 | 304 | (209) |
| Total depreciation | (1,063) | (54) | 14 | 511 | (592) |
| Carrying amount | 747 | (5) | (2) | (338) | 402 |
(1) The "Other movements" column corresponds to currency translation differences and the reclassification of the Contract Catering business's property, plant and equipment to "Assets classified as held for sale".
The carrying amount and fair value of the Group's debt can be analyzed as follows:
| At March 31, 2019 Unaudited |
At September 30, 2018 Audited |
||||
|---|---|---|---|---|---|
| (in € millions) | Original currency |
Amortized cost (1) |
Fair value | Amortized cost (2) |
Fair value |
| Bank overdrafts | € | 56 | 56 | 61 | 61 |
| Other short-term debt (including short-term portion of obligations under finance leases) |
€ | 29 | 29 | 23 | 23 |
| Sub-total – short-term debt | 85 | 85 | 84 | 84 | |
| Syndicated loans | € / \$ | 1,734 | 1,747 | 1,674 | 1,689 |
| Other medium- and long-term borrowings | € / \$ | 89 | 89 | 86 | 86 |
| Factoring and securitized trade receivables | € | 125 | 125 | 88 | 88 |
| Other long-term debt (including obligations under finance leases) |
€ | 21 | 21 | 26 | 26 |
| Sub-total – long-term debt | 1,969 | 1,982 | 1,874 | 1,889 | |
| Total debt | 2,054 | 2,067 | 1,958 | 1,973 |
| At September 30, | Redemptions/ | Other | At March 31, | ||
|---|---|---|---|---|---|
| (in € millions) | 2018 Audited |
Issues | repayments | movements (1) |
2019 Unaudited |
| Syndicated loans | 1,690 | 44 | - | 13 | 1,747 |
| Factoring and securitized trade receivables |
88 | 37 | - | - | 125 |
| Finance leases | 39 | 1 | (6) | - | 34 |
| Other borrowings | 96 | - | (1) | 10 | 105 |
| Total debt (2) | 1,913 | 82 | (7) | 23 | 2,011 |
(1) Including currency translation differences and finance lease obligations with no cash impact.
(2) Total fair value of debt excluding bank overdrafts (€56 million at March 31, 2019 and €61 million at September 30, 2018).
The Group's debt at March 31, 2019 included:
Syndicated bank loans at a variable rate based on the Euribor plus a margin, which broke down as follows at March 31, 2019:
· A US dollar-denominated senior bank loan totaling \$344 million, which was set up under the SFA and is repayable in May 2023. Interest is based on the USD Libor plus a standard margin of 2.00%.
For Elior Participations SCA:
· A €450 million revolving credit facility (which can also be used by Elior Group), expiring in May 2023. Interest is based on the Euribor plus a standard margin of 1.60%. If the facility is not used, a commitment fee is payable which is calculated as a portion of the margin applied. At March 31, 2019, Elior Participations had drawn down €170 million of this facility.
At March 31, 2019, outstanding securitized receivables under this program – net of the related €28 million overcollateralization reserve – stood at €104 million. The program was set up in July 2017 for a period of four years. Its ceiling (net of the equivalent of an overcollateralization reserve) is €360 million and it includes the receivables of Elior Group's French and Spanish subsidiaries. The program's cost, based on net amounts securitized, was approximately 1.43% in firsthalf 2018-2019.
At March 31, 2019, outstanding securitized receivables under the Group's second securitization program – net of the related £5 million overcollateralization reserve – stood at £18 million. The program was set up in July 2016 for a period of three years. Its ceiling (net of the equivalent of an overcollateralization reserve) is £30 million and it includes the receivables of Elior Group's UK subsidiaries. The program's cost, based on net amounts securitized, was approximately 1.50% in first-half 2018-2019.
A portion of the Group's debt is hedged by interest rate swaps intended to replace variable rates with fixed rates. At March 31, 2019, 67% of the Group's variable-rate debt was hedged, versus 68% at September 30, 2018.
The rates at which the Group's debt was hedged (against the Euribor and USD Libor) were as follows at March 31, 2019 for Elior Group and Elior Participations:
Liabilities relating to the Group's first receivables securitization program.
The medium– and long-term bank borrowing contracts entered into by Elior Group and Elior Participations include financial covenants (related to the Group's leverage) that could trigger compulsory early repayment in the event of non-compliance. The covenants are based on Elior Group's consolidated financial ratios and compliance checks are carried out at the end of each sixmonth period. They require the Group's leverage ratio to be no more than 4.00x at end-September and 4.50x at end-March.
These covenants were respected at both March 31, 2019 and September 30, 2018.
The medium- and long-term term borrowing contracts of Elior Group SA and Elior Participations SCA do not include any exceptional clauses compared with the standard legal provisions which apply to this type of contract.
The Group's debt can be analyzed as follows by maturity (based on fair values):
| At March 31, 2019 Unaudited |
At September 30, 2018 Audited |
||||||
|---|---|---|---|---|---|---|---|
| (in € millions) | Original currency |
Short-term | Due in 1 to 5 years |
Due beyond 5 years |
Long-term | Short-term | Long-term |
| Bank borrowings | |||||||
| Medium-term borrowings – Elior Group SA |
€ | 1,341 | 150 | 1,491 | - | 1,480 | |
| Medium-term borrowings – Elior Participations |
€ / \$ | 256 | 256 | - | 209 | ||
| Other medium- and long-term bank borrowings |
€ | - | - | - | |||
| Sub-total – bank borrowings | 1,597 | 150 | 1,747 | - | 1,689 | ||
| Other debt | |||||||
| Elior Group bond debt (USD private placement) |
\$ | 89 | 89 | - | 86 | ||
| Finance leases | € | 14 | 20 | 20 | 15 | 24 | |
| Other (1) | € | 5 | 126 | 126 | 8 | 90 | |
| Bank overdrafts (2) | € | 56 | - | 61 | - | ||
| Current accounts (2) | € | - | - | - | - | ||
| Accrued interest on borrowings (2) | € / \$ | 10 | - | - | - | ||
| Sub-total – other debt | 85 | 235 | - | 235 | 84 | 200 | |
| Total debt | 85 | 1,832 | 150 | 1,982 | 84 | 1,889 |
(1) Including liabilities under the receivables securitization programs.
(2) Amounts deducted from cash and cash equivalents in the cash flow statement.
The net financial expense recorded in the six-month periods ended March 31, 2019 and 2018 breaks down as follows:
| (in € millions) | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited (2) |
|---|---|---|
| Interest expense on debt | (29) | (25) |
| Interest income on short-term investments | 1 | 1 |
| Other financial income and expenses (1) | (2) | (9) |
| Interest cost on post-employment benefit obligations | (1) | (1) |
| Net financial expense | (31) | (34) |
| (1) Including: - Fair value adjustments on interest rate and currency hedging instruments |
(1) | - |
| - Disposal gains/(losses) and movements in provisions for impairment of shares in non-consolidated companies |
- | (6) |
| - Amortization of debt issuance costs | (2) | (2) |
| - Net foreign exchange gain/(loss) | 1 | - |
| - Other financial expenses | - | (1) |
(2) The figures for the six months ended March 31, 2018 have been represented to reflect the impacts of the planned sale of the Concession Catering business.
The year-on-year increase in the Group's net financial expense was primarily due to (i) the higher amount of interest paid on the unhedged portion of US-dollar denominated debt as a result of the rise in the USD Libor, (ii) the higher amount of outstanding securitized receivables, (iii) the increased use of the Group's revolving credit facilities and (iv) a 35-basis point increase in the fixed interest rates applicable under the SFA.
Short- and long-term provisions can be analyzed as follows:
| (in € millions) | At March 31, 2019 Unaudited |
At September 30, 2018 Audited |
|---|---|---|
| Tax risks and employee-related disputes | 14 | 17 |
| Reorganization costs | 3 | 3 |
| Employee benefits | 10 | 11 |
| Other | 7 | 19 |
| Short-term provisions | 34 | 51 |
| Employee benefits | 90 | 109 |
| Non-renewal of concession contracts | 10 | 11 |
| Other | 7 | 8 |
| Long-term provisions | 107 | 128 |
| Total | 141 | 179 |
The year-on-year decrease in provisions for employee benefits was due to the reclassification of €18 million worth of these provisions to "Liabilities classified as held for sale".
None.
23. Discontinued operations
Following a bid process, on March 20, 2019, Elior Group announced that it had entered into exclusive discussions with PAI Partners concerning the sale of its Concession Catering business.
As the sale of this business – which corresponds to an operating segment – was considered to be highly probable at March 31, 2019, it has been classified under discontinued operations in the consolidated income statement and cash flow statement for both of the periods presented. The assets and liabilities of the Concession Catering business have been recorded in "Assets classified as held for sale" and "Liabilities classified as held for sale" in the consolidated balance sheet at March 31, 2019.
Profit or loss from discontinued operations, after the elimination of intra-group transactions, is presented on a separate line of the income statement. It includes the posttax profit or loss of discontinued operations for the period until the date of their disposal as well as the posttax gain or loss recognized on the disposal.
| (In € millions) | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited |
|---|---|---|
| Revenue | 834 | 782 |
| Purchase of raw materials and consumables | (247) | (243) |
| Personnel costs | (281) | (269) |
| Share-based compensation expense | - | - |
| Other operating expenses | (260) | (221) |
| Taxes other than on income | (9) | (8) |
| Depreciation, amortization and provisions for recurring operating items | (48) | (44) |
| Net amortization of intangible assets recognized on consolidation | (1) | (1) |
| Recurring operating profit/(loss) from discontinued operations | (12) | (6) |
| Share of profit of equity-accounted investees | 0 | 1 |
| Recurring operating profit/(loss) from discontinued operations including share of profit of equity-accounted investees |
(12) | (5) |
| Non-recurring income and expenses, net | (26) | (4) |
| Operating profit/(loss) from discontinued operations including share of profit of equity-accounted investees |
(38) | (9) |
| Financial expenses | (2) | (1) |
| Financial income | 1 | 1 |
| Profit/(loss) from discontinued operations before income tax | (39) | (9) |
| Income tax | 6 | (8) |
| Net profit/(loss) for the period from discontinued operations | (33) | (17) |
| (In € millions) | At March 31, 2019 Unaudited |
At March 31, 2019 Unaudited |
|
|---|---|---|---|
| Goodwill | 701 Long-term debt | 3 | |
| Intangible assets | 236 Deferred tax liabilities | 12 | |
| Property, plant and equipment | 341 Provisions for pension and other post employment benefit obligations |
17 | |
| Non-current financial assets | 32 Other long-term provisions | 2 | |
| Equity-accounted investees | 9 Other non-current liabilities | 8 | |
| Deferred tax assets | 40 Total non-current liabilities | 42 | |
| Total non-current assets | 1,358 Trade and other payables | 186 | |
| Inventories | 39 Due to suppliers of non-current assets | 36 | |
| Trade and other receivables | 94 Accrued taxes and payroll costs | 108 | |
| Current income tax assets | 1 Current income tax liabilities | 10 | |
| Other current assets | 53 Short-term debt | 1 | |
| Short-term financial receivables | 1 Short-term provisions | 9 | |
| Cash and cash equivalents | 81 Other current liabilities | 7 | |
| Total current assets | 269 Total current liabilities | 357 | |
| Total assets | 1,627 Total liabilities | 399 |
| (In € millions) | Six months ended March 31, 2019 Unaudited |
Six months ended March 31, 2018 Unaudited |
|---|---|---|
| EBITDA | 37 | 40 |
| Change in operating working capital | (68) | (44) |
| Tax paid | (7) | (5) |
| Other cash movements | (19) | (5) |
| Net cash used in operating activities – discontinued operations | (56) | (13) |
| Purchases of property, plant and equipment and intangible assets | (64) | (55) |
| Proceeds from sale of property, plant and equipment and intangible assets | 3 | 2 |
| Purchases of financial assets | (4) | (4) |
| Acquisitions of shares in consolidated companies, net of cash acquired | - | (11) |
| Net cash used in investing activities – discontinued operations | (65) | (68) |
| Dividends paid to non-controlling interests | (3) | (2) |
| Proceeds from borrowings | - | 1 |
| Repayments of borrowings | (4) | (1) |
| Net cash used in financing activities – discontinued operations | (7) | (2) |
| Effect of exchange rate and other changes | 1 | 1 |
| Increase/(decrease) in net cash and cash equivalents – discontinued operations |
(127) | (82) |
On April 16, 2019, Elior Group paid the dividend for fiscal 2017-2018 and issued 2,327,852 new shares to shareholders who had exercised the stock dividend option. The shares were issued at par with an issue premium equaling the difference between the subscription price and par. The total subscription price for the 2,327,852 new shares was €27,305,703.96, and the Company's capital was increased by €23,278.52.
On April 24, 2019, Elior Group announced that it had received a binding offer from PAI Partners for the acquisition of its concession catering operations grouped within its Areas subsidiary, representing an enterprise value of €1,542 million.
The closing of the transaction is subject to the usual conditions precedent applicable to this type of transaction and to conducting the information-consultation procedure with the Group's employee representative bodies required under French law.
The deal is expected to close during the summer of 2019. The sale proceeds would be used to reduce Elior Group's leverage ratio to a range between 1.5 and 2.0 times EBITDA. Within this range, the Group would be able to give the rescaled outfit the resources required to pursue an ambitious expansion drive, buy back its own shares or pay dividends to its shareholders.
Elior Group SA
Statutory Auditors' review report on the interim financial information
(For the six months ended March 31, 2019)
PricewaterhouseCoopers Audit 63 rue de Villiers 92 208 Neuilly-sur-Seine France
KPMG Audit IS Tour EQHO 2 Avenue Gambetta CS 60055 92 066 Paris La Défense Cedex France
(For the six months ended March 31, 2019)
This is a free translation into English of the Statutory Auditors' review report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
9 -11 Allée de l'Arche 92032 Paris La Défense cedex
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meetings 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 interim consolidated financial statements of Elior Group, for the six months ended March 31, 2019;
the verification of the information contained in the interim management report.
These condensed interim consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and
consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements have not been prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting", as adopted by the European Union.
Without qualifying our conclusion, we draw your attention to:
We have also verified the information given in the interim management report on the condensed interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed interim consolidated financial statements.
Paris La Défense and Neuilly-sur-Seine, May 29, 2019
The Statutory Auditors
French original signed by
PricewaterhouseCoopers Audit KPMG Audit IS
Matthieu Moussy François Caubrière
Partner Partner
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