Interim / Quarterly Report • Dec 30, 2020
Interim / Quarterly Report
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HALF-YEAR FINANCIAL REPORT AS OF SEPTEMBER 30, 2020
The first half of the 2020/2021 financial year was marked by the finalization of the Group's financial restructuring with the entry of a new majority shareholder, the Vine Alternative Investments Group funds, and the appointment of a new Chief Executive Officer.
The Commercial Court of Bobigny approved the safeguard plan for the Company and its subsidiaries on July 24, 2020 and as such ended the safeguard procedure, enabling the Board of Directors to execute the delegation given by the Combined General Meeting on April 28, 2020. As such, the Board of Directors proceeded with the capital increases by converting second- and third-line receivables reserved for the Vine and Falcon funds, totaling around €193 million on July 28, 2020, by creating and issuing 81,124,722 new shares with a par value of €0.34 each. On that date, the share capital was therefore increased from €13,932,353.06 to €41,514,758.54, and is now composed of 122,102,231 shares, of which 73,444,492 belong to the Vine funds (60%).
Following the completion of the capital increases reserved for the Vine funds, the Board of Directors of EuropaCorp, meeting on August 8, 2020, unanimously appointed Mr. Axel Duroux to the position of Chief Executive Officer of the Group, on the recommendation of the Compensation and Appointments Committee. He joined EuropaCorp on September 1, 2020.
The EuropaCorp Group's consolidated financial statements for the first half of the 2020/2021 financial year, prepared in accordance with IFRS, showed consolidated revenue of €26.2 million compared with €40.7 million for the first half of the previous financial year. This decrease of 36% is explained in particular by the absence of releases/deliveries of new films due to the Group's financial restructuring. Theatrical distribution then decreased by over €6 million.
As a reminder, the Group's revenue is generally dependent on the release of its films through various channels. Indeed, the timetable of these releases can give rise to significant fluctuations in the revenue earned by each channel from one half-year to another. Therefore, half-year revenue and profit are not necessarily indicative of annual revenue and profit.
On account of lower revenues, the consolidated operating margin decreased by 19% to €10.6 million versus €13.2 million for the first half of the previous financial year. However, the margin rate was up to 41% compared to 32% in the first half of the previous financial year. This profit margin is mainly due to a high level of margin from catalog operations, which accounted for the bulk of revenue during this half year.
Overheads amounted to €(6.1) million for the half-year ended September 30, 2020, decreasing compared to the level of overheads relative to the first half of the previous financial year, namely €(9.7) million. These savings of €3.6 million compared to September 30, 2019 (-37%) confirm the effectiveness of the measures implemented by the Group to reduce general and administrative expenses, which had already decreased by €13.3 million (-45%) for the financial year ended March 31st, 2020.
Other operating income and expenses amount to €(2.4) million compared to €(5.2) million for the first half of the previous financial year and mainly include fees related to the debt restructuring finalized in the summer of 2020.
Consolidated operating profit is at €2.1 million, compared to a loss of €(1.7) million for the first half of the previous financial year.
Financial result amounted to €133.0 million over the first half-year, compared with €(16.5) million for the first half of 2019/2020. In compliance with IFRIC 19, the equitization of the second and third lien debts of Vine and Falcon has been recognised at fair value of the shares issued on 28 July 2020. In this respect, the Company reported a profit of €134.9 million representative of the difference between the fair value of the 81,124,722 new shares issued on the day of the capital increase, namely 57.6 million based on a stock exchange price of €0.71 per share, and the book value in the balance sheet of the extinguished liability. This improvement in financial result is also due to a significantly lower cost of financial debt due to the equitization of the mezzanine debt (€(3.0) million compared to approximately €(10.7) million in the first half of 2019/2020), and a positive foreign exchange result of approximately €3.3 million compared to a foreign exchange loss of €(4.0) million last year, linked to the evolution of the euro/US dollar exchange rate over the period.
Having accounted for €(11.2) million in tax, compared with €(4.0) million at September 30, 2019, the Group recorded a net result for the half-year of €123.5 million compared with losses of €(22.7) million in the first half of the previous financial year.
The cash flows from operations amounted to €(3.9) million over the first half-year, compared with €11.8 million for the first half of the previous financial year. This decrease is mainly due to the absence of new films delivered internationally during the first half of the 2020/2021 financial year, as well as to the payment of significant fees upon approval of the safeguard plan in July 2020 (lawyers, advisors, etc.).
International sales stood at €9.8 million, or approximately 37% of total revenue. They increased by €0.5 million compared with the first half of the previous financial year. They included royalties on the films Lucy and Taken 3 as well as the last deliveries for Kursk and Renegades.
The revenue from Theatrical distribution amounted to €0.2 million, with no theatrical releases during the half year, compared to €6.6 million in the first half of 2019/2020, which was marked by the release of Nous finirons ensemble (Little White Lies 2) which achieved 2.8 million admissions in France.
Revenue from Video & VOD stood at €0.4 million in France and the United States, compared with €3.0 million last year. The main sales concerned the films Anna and Nous finirons ensemble (Little White Lies 2) in France.
Television & SVOD sales in France and the United States amounted to €11.2 million for the first half of 2020/2021, or 43% of total revenue, a decrease of €5.5 million (-33%) compared with the first half of 2019/2020. They include the opening of new windows of rights in France, in particular to Taxi 5 and Anna.
The revenue of the TV Series business amounted to €1.8 million (royalties on the Taken series), compared to €3.1 million at September 30, 2019.
No revenues related to support funds were generated during the first half following the change in the Group's majority shareholding, now American. Previously generated by the Production, French Theatrical distribution, and French and Export Video releases business, it amounted to €0.9 million during the first half of the 2019/2020 financial year.
The "Other activities" item generated a total of €1.3 million for the first half of the year, compared to €1.0 million for the first half of the previous financial year.
This activity consists mainly of revenue from partnership contracts and license agreements, music publishing as well as from post-production activities. It also includes revenue from the Group's coproductions as well as revenue from line production.
The "Cost of sale" item (operating expenses excluding overheads) amounted to €(15.5) million, compared with €(27.5) million for the first half of the 2019/2020 financial year.
The decline of €12.0 million in the item is mainly explained by the decrease in depreciation and amortization
charges for €12.6 million, €(10.0) million in charges versus €(22.7) million at September 30, 2019, to be compared with the decrease in revenue for the period. As the amortization rate in relation to revenues also decreased, the operating margin rate increased from 32% to 41%.
Concerning investments in films and series, given the restructuring operations completed in July 2020, no investments in films and series were made during the period (€0.1 million compared to €0.2 million in the first half of 2019/2020). Development has nevertheless continued and the Company currently has several scripts for films and television series. The projects are ready to begin production as soon as the associated financing can be secured and the risks linked to the health situation mitigated.
As of September 30, 2020, net debt was €48.7 million compared with €152.6 million as of March 31, 2020. This significant decrease is mainly due to the capitalization of the Mezzanine debt on July 28, 2020, with the completion of the capital increase reserved for the benefit of the Vine Media Opportunities - Fund III funds in the amount of €115.3 million, including issue premium, paid up by way of offsetting debt.
During the half-year, there was no other significant change in the Group's financial structure.
By decision of October 26, 2020, and on the proposal of the Appointments and Remuneration Committee on the same day, the Board of Directors decided to set up a plan for the free allocation of 591,787 shares of EuropaCorp SA for the benefit of the employees and corporate officers of EuropaCorp and its subsidiaries located in France. Similarly, by decision of November 16, 2020, and on the proposal of the Appointments and Remuneration Committee on the same day, the Board of Directors decided to set up a plan for the free allocation of 436,365 EuropaCorp SA shares.
These decisions are part of the authorization granted by the Combined General Meeting of EuropaCorp's shareholders of September 28, 2020, in its 28th resolution, for the purpose of making free share grants to employees or corporate officers of the company and affiliated companies within the meaning of Article L. 225-197-2 of the French Commercial Code, up to a limit of 10% of the share capital.
The Board of Directors also decided to set the vesting period at 1 year (this period running from the date of this decision) and the retention period at 1 year (this period running from the end of the vesting period).
Finally, the Board of Directors specified that the said shares will only be effectively and definitively acquired by the beneficiaries at the end of the vesting period and that this operation will be carried out by the allocation either of new shares, to be issued within the framework of one or more capital increases, or of existing shares, resulting from repurchases made by the Company within the framework of its share buyback program.
In accordance with Article 5 of Order No. 2020-596 of May 20, 2020, the Commissioners for the execution of the Plan, have presented a request to the Bobigny Commercial Court to extend the duration of the EuropaCorp SA safeguard plan for an additional 2 years, so that the total duration of the plan will be 9 years from July 24, 2020, implying a new payment schedule. Other terms and conditions of the plan that are not inconsistent with the foregoing remain unchanged.
The risk factors are of the same nature as those set out in Section 3 of the Universal Registration Document (pages 9 to 15) and do not show any significant changes.
With respect to the COVID-19 epidemic, and pending the results of the upcoming vaccination campaign, the Group believes that it could generate a risk of delays in production and/or theatrical releases of the films that are to be put into production by the Company. The Company is also expecting a decline in movie theater admissions due to the strict health conditions put in place by the government as part of its management of the health crisis.
The amounts relating to financial and market risks as of September 30, 2020 are stated in Note 3.11 "Financial instruments" to the half-year consolidated financial statements in this report.
Transactions between related parties are described in Note 5.2 to the half-year financial statements of this report.
Excluding financial gain linked to debt restructuring, in light of the loss recorded in the first half-year in particular, EuropaCorp will post a deficit for the 2020/2021 financial year.
| Year Ended September 30, | ||
|---|---|---|
| 2020 | 2019 | |
| (amounts in thousands of euros, except for the number and data per share) | ||
| Turnover Note 4.1 |
26,159 | 40,698 |
| Revenue Note 4.1 |
26,159 | 40,698 |
| Cost of sales | (15,521) | (27,513) |
| Operating margin Note 4.2 |
10,638 | 13,185 |
| Overheads Note 4.3 |
(6,091) | (9,694) |
| Other income and expenses Note 4.4 |
(2,409) | (5,193) |
| Operating profit (loss) | 2,138 | (1,701) |
| Income from financial investments / (Cost of financial debt) | (3,020) | (10,744) |
| Other financial income and expenses Net Gain from debt restructuring |
1,099 134,921 |
(5,771) 0 |
| Financial income Note 4.5 |
133,000 | (16,515) |
| Current income before income tax | 135,138 | (18,217) |
| Note 4.6 Tax |
(11,190) | (3,985) |
| Equity in net earnings of associated companies Note 3.5 |
(451) | (550) |
| Net income | 123,497 | (22,752) |
| Including : Net Income – Minority share | 9 | (6) |
| Net Income – Group share | 123,488 | (22,746) |
| Basic net income per share* | 1.01 | (0.56) |
| Diluted net income per share* | 1.01 | (0.56) |
| * Total equity shares minus treasury shares at September 30 | 122,042,964 | 40,915,783 |
At September 30, 2020, earnings before interest and taxes (EBIT) included €10,051 thousand in amortization expenses versus €22,668 thousand at September 30, 2019. As such, at September 30, 2020, earnings before interest, taxes, depreciation and amortization (EBITDA) totaled €12,189 thousand versus €20,967 thousand at September 30, 2019.
| 09.30.2020 | 09.30.2019 | ||
|---|---|---|---|
| Net income | 123,497 | (22,752) | |
| Income and expenses directly recognized in equity - Net investments change |
3,525 | ||
| - Foreign currency translation differences - Assets available for sale |
2,686 | (4,936) | |
| - Cash-flow hedges - Revaluation assets |
|||
| - Actuarial gains and losses - Share of other comprehensive income of associates |
|||
| - Tax on items recognized directly in equity Comprehensive net income total accounted in Equity |
2,686 | (1,411) | |
| Comprehensive net income total for the period | 0 126,183 |
(24,163) |
| Breakdown of comprehensive income for the period | 09.30.2020 | 09.30.2019 |
|---|---|---|
| Shareholders of the entity | 126,174 | (24,157) |
| Minority interests | 9 | (6) |
| Total comprehensive income for the period | 126,183 | (24,163) |
| (amounts in thousands of euros, except for the number of shares) | Common shares | Capital | Share premium |
Reserves | Other elements of the comprehensi ve income |
Treasury shares |
Net income | Equity Group share |
Minority interest |
Total Equity |
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2019 balance | 40,977,509 | 13,932 | 107,092 | (117,032) | 5,938 | (48) | (109,908) | (100,026) | 287 | (99,740) |
| Net income appropriation in reserves | - - |
- - |
- - |
- (109,908) |
- - |
- - |
- 109,908 |
- - |
- - |
- - |
| Transfer of a part of the share premium in reserves | - | - | - | - | - | - | - | - | - | - |
| Dividends distribution | - | - | - | - | - | - | - | - | - | - |
| Share-based payments | - | - | - | - | - | - | - | - | - | - |
| Net variation of treasury shares and stock dividends | - | - | - | - | - | - | - | - | - | - |
| Impact of the changes in the scope of consolidation | - | - | - | - | - | - | - | - | 8 | 8 |
| Currency translation reserve | - | - | - | - | (1,085) | - | - | (1,085) | - | (1,085) |
| 03/31/2020 net income | - | - | - | - | - | - | (95,049) | (95,049) | (2) | (95,051) |
| Total of income and costs of the period | 0 | 0 | 0 | 0 | (1,085) | 0 | (95,049) | (96,134) | (2) | (96,136) |
| Capital increase | - | - | - | - | - | - | - | - | - | - |
| Capital increase expenses | - | - | - | - | - | - | - | - | - | - |
| Free shares allocation plan | - | - | - | 25 | - | - | - | 25 | - | 25 |
| - | - | - | - | - | - | - | - | - | - | |
| March 31, 2020 balance | 40,977,509 | 13,932 | 107,092 | (226,916) | 4,853 | (48) | (95,049) | (196,136) | 293 | (195,843) |
| - | - | - | - | - | - | 0 | - | - | - | |
| Net income appropriation in reserves | - | - | - | (95,049) | - | - | 95,049 | - | - | - |
| Transfer of a part of the share premium in reserves | - | - | - | - | - | - | - | - | - | - |
| Dividends distribution | - | - | - | - | - | - | - | - | - | - |
| Share-based payments | - | - | - | - | - | - | - | - | - | - |
| Net variation of treasury shares and stock dividends | - | - | - | - | - | - | - | - | - | - |
| Impact of the changes in the scope of consolidation | - | - | - | - | - | - | - | - | 1 | 1 |
| Currency translation reserve | - | - | - | - | 2,686 | - | - | 2,686 | - | 2,686 |
| 09/30/2020 net income | - | - | - | - | 0 | - | 123,488 | 123,488 | 9 | 123,497 |
| Total of income and costs of the period | 0 | 0 | 0 | 0 | 2,686 | 0 | 123,488 | 126,174 | 9 | 126,183 |
| Capital increase | 81,124,722 | 27,582 | 28,448 | - | - | - | - | 56,030 | - | 56,030 |
| Capital increase expenses | - | - | - | - | - | - | - | - | - | - |
| Free shares allocation plan | - | - | - | 23 | - | - | - | 23 | - | 23 |
| September 30, 2020 balance | - 122,102,231 |
- 41,515 |
- 135,540 |
- (321,941) |
- 7,539 |
- (48) |
- 123,488 |
- (13,908) |
- 303 |
- (13,605) |
| (amounts in thousands of euros) | 30 September 2020 | 31 March 2020 | |||
|---|---|---|---|---|---|
| ASSETS | Gross | Amortisations / Provisions |
Net | Net | |
| Non-current assets : | |||||
| Goodwill | Note 3.1 | 32,799 | -32,799 | 0 | 0 |
| Intangible assets | Note 3.2 | 1,518,137 | (1,475,632) | 42,505 | 52,461 |
| Property and Equipment | Note 3.3 | 21,145 | (17,576) | 3,569 | 5,239 |
| Other financial assets | Note 3.4 | 7,695 | 0 | 7,695 | 7,995 |
| Investments in associates | Note 3.5 | 0 | - | 0 | 0 |
| Deferred taxes assets | 7,893 | - | 7,893 | 15,292 | |
| Right-of-use leased assets | Note 3.10 | 20,235 | (10,361) | 9,874 | 11,277 |
| Total non-current assets | 1,607,904 | (1,536,368) | 71,536 | 92,264 | |
| Current assets : | |||||
| Inventory | 730 | (499) | 231 | 233 | |
| Trade accounts receivable | Note 3.6 | 31,150 | (5,093) | 26,057 | 27,975 |
| Other accounts receivable | Note 3.7 | 37,233 | (12,714) | 24,519 | 21,449 |
| Other current assets | Note 3.13 | 452 | (0) | 452 | 395 |
| Cash and cash equivalents | Note 3.9 | 40,706 | 0 | 40,706 | 50,680 |
| Total current assets | 110,270 | (18,306) | 91,965 | 100,731 | |
| TOTAL ASSETS | 163,500 | 192,995 | |||
| - | - | ||||
| 30 September | 31 March | ||||
| LIABILITIES | 2020 | 2020 | |||
| Equity - Group share | |||||
| Issued capital | 41,515 | 13,932 | |||
| Retained earnings and reserves | (55,423) | (210,068) | |||
| Total equity - Group share | Note 3.8 | (13,908) | (196,136) | ||
| Minority interests | 303 | 293 | |||
| Non-current liabilities : | |||||
| Provisions for pensions and similar | 380 | 362 | |||
| Deferred taxes liabilities | 2,662 | 1,383 | |||
| Long term borrowings and financial debts | Note 3.9 | 0 | 0 | ||
| Deposits and guarantees received | Note 3.9 | 494 | 493 | ||
| Equity investment liabilities > 1 year | 0 | 0 | |||
| Lease liability - long term (> 1 year) | Note 3.10 | 11,500 | 12,801 | ||
| Other non-current liabilities | Note 3.13 | 10,231 | 9,845 | ||
| Other non-current liabilities | 25,266 | 24,883 | |||
| Current liabilities : | |||||
| Short term borrowings and financial debts | Note 3.9 | 88,895 | 202,792 | ||
| Lease liability - short term (< 1 year) | Note 3.10 | 2,523 | 2,458 | ||
| Provisions for risks and expenses | 1,138 | 1,845 | |||
| Trade accounts payable | Note 3.12 | 43,776 | 51,594 | ||
| Equity investment liabilities < 1 year | 0 | 0 | |||
| Other financial liabilities | Note 3.12 | 14,623 | 96,164 | ||
| Other current liabilities | Note 3.13 | 884 | 9,102 | ||
| Total current liabilities | 151,839 | 363,955 | |||
| 0 | |||||
| TOTAL LIABILITIES | 163,500 | 192,995 |
| Year Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|
| (amounts in thousands of euros) | 2020 | 2019 (restated) | 2019 (published) | ||||
| Operations | |||||||
| Net income - Group share | 123,488 | (22,746) | (22,746) | ||||
| Net income - Minority share | 9 | (6) | (6) | ||||
| Depreciation and amortization | 10,987 | 30,129 | 30,132 | ||||
| Unrealised gains and losses relating to changes in fair value | (134,921) | 0 | 4,354 | ||||
| Change in the fair value of securities-related liabilities | 0 | 0 | 0 | ||||
| Capital gains or losses on the disposal of assets | 77 | 0 | 0 | ||||
| Share of income from associates consolidated using the equity method | 451 | 550 | 550 | ||||
| Income and expenses due to share-based payments and similar | 0 0 |
0 | 0 | ||||
| Operating cash flow after net financial debt cost and taxes | 92 | 7 927 | 12 284 | ||||
| (Income from financial investments) / Cost of financial debt Taxes (Income) / Cost |
5,155 | 10,744 3,985 |
10,744 3,985 |
||||
| Operating cash flow before net financial debt cost and taxes | 5 247 | 22 656 | 27 014 | ||||
| Change in working capital requirement : | |||||||
| Inventory | 1 | 23 | 23 | ||||
| Trade accounts and notes receivable | 7,153 | (8,385) | (7,965) | ||||
| Deferred costs | (73) | 479 | 475 | ||||
| Trade notes and accounts payable | (8,083) | 872 | (4,977) | ||||
| Deferred income | (8,188) 0 |
(3,819) 0 |
(3,817) 0 |
||||
| Tax paid | |||||||
| Net cash flow from operations | Note 5.1 | (3 943) | 11 825 | 10 753 | |||
| Investment activities | |||||||
| Acquisition of intangible assets | (52) | (225) | (225) | ||||
| Acquisition of other intangible assets | (172) | (2) | (2) | ||||
| Acquisition of property and equipment | (55) | 107 | 107 | ||||
| Income on disposal of intangible assets and property, plant and equipment | 1,500 | 0 | 0 | ||||
| Net change in financial assets | 280 | (146) | (1,536) | ||||
| Change in liabilities on long-term investment | 0 | 0 | 0 | ||||
| Change in minority reserves | 0 | 0 | 0 | ||||
| Impact of the changes in the scope of consolidation | 0 | 0 | 0 | ||||
| Net cash flow from investment activities | Note 5.1 | 1 501 | ( 266) | (1 656) | |||
| Financing activities | |||||||
| Dividends paid | 0 | 0 | 0 | ||||
| Increase in capital | 0 | 0 | 0 | ||||
| Capital increase expenses | 0 | 0 | 0 | ||||
| Net increase in bank borrowings and overdrafts | 1,432 | 14,863 | 14,849 | ||||
| Net decrease in bank borrowings and overdrafts | (998) | (125) | (27) | ||||
| Decrease in lease liability | (5,570) | (5,859) | (5,859) | ||||
| Net change in treasury shares | 12 | 19 | 19 | ||||
| Interest expenses paid Interest income received and net gain/loss from disposals |
(4,590) 28 |
(9,080) 133 |
(9,080) 133 |
||||
| Net cash flow from financing activities | Note 5.1 | (9 685) | ( 49) | 35 | |||
| Overall change in cash position | (12 126) | 11 509 | 9 133 | ||||
| Effects of changes in foreign exchange rate | 2 154 | (2 376) | |||||
| Opening cash position | 50 246 | 21 947 | 21 947 | ||||
| Cash position at the end of period | 40,274 | 31,080 | 31,080 | ||||
| broken down into: | |||||||
| Marketable securities | 678 | 678 | 678 | ||||
| Cash and cash equivalents | 40 028 | 30 910 | 30 910 | ||||
| Overdrafts | ( 432) | ( 509) | ( 509) | ||||
Note: At September 30, 2020, effects of changes in foreign exchange rate have been isolated on a distinct line in the cash flow statement. Consequently, the previous half-year has been restated.
The core business of EuropaCorp, a Société Anonyme (public limited company) governed by French law, and its subsidiaries, is the production and distribution of cinematographic work.
Two changes in the scope of consolidation in the Group's accounts took place between April 1, 2020 and September 30, 2020, with the creation of EuropaCorp Finance LLC and EuropaCorp Pictures LLC for the international distribution of the next films in EuropaCorp's line-up.
As a reminder, the EuropaCorp Group's results are dependent on the number of releases and the release timetable for films and deliveries of TV series, as well as the financing structure of its works. These factors can give rise to significant fluctuations in the profit from one period to another. The half-yearly consolidated profit is therefore not representative of future annual profit/loss.
EuropaCorp's condensed consolidated financial statements for the half-year ended September 30, 2020, were prepared in accordance with IFRS as adopted by the European Union and applicable on that date. They were prepared in accordance with IAS 34 "Interim Financial Reporting".
These financial statements do not contain all the information required for the annual consolidated financial statements and should be read in conjunction with the Company's consolidated financial statements for the financial year ended March 31, 2020.
The accounting policies used are those detailed in the consolidated financial statements published on March 31, 2020 (see Note 2 "Accounting Policies and Methods" to those financial statements on pages 187 to 200 of the Registration Document filed with the AMF on July 30, 2020, under number D. 20-0718), except for the newly applicable standards and interpretations detailed in the next section.
The condensed consolidated financial statements are presented in thousands of euros unless otherwise stated.
The half-yearly financial statements were reviewed by the Audit Committee on December 29, 2020, and were examined and approved by the Board of Directors on December 29, 2020.
Pursuant to IAS 1.25, management must assess the entity's ability to continue as a going concern and in the event of material uncertainties related to events or conditions likely to cast significant doubt on the Group's ability to continue its business activities, the entity must specify the nature of these uncertainties. To assess this ability, management takes into account all available information regarding the coming 12 months at a minimum, but not limited to this time-frame, from the end of the reporting period, i.e. until September 30, 2021.
Thanks to the validation of the Safeguard Plan by the Commercial Court on July 24, 2020 and the subsequent completion of the capital increases by way of conversion of receivables, the uncertainties regarding the Group's ability to continue as a going concern that had been specified at March 31, 2020 have been lifted.
However, in view of the evolution of the health situation at the closing date of the accounts, the Group believes that there is a risk of delay in the production and/or theatrical release of the films. In this respect, an application before the Bobigny Commercial Court was filed by the plan's execution commissioner to extend the duration of the safeguard plan for EuropaCorp SA, for an additional 2 years, so that the total duration of the safeguard plan would be 9 years from July 24, 2020, implying a new payment schedule. Other terms and conditions of the plan that are not inconsistent with the foregoing remain unchanged.
The Company is therefore not in a position to accurately assess all of the elements that could impact the financial statements for the 2020/2021 financial year. Nevertheless, despite the impacts that may occur, the going concern assumption is not called into question in view of the information available at the date of closing of these half-yearly financial statements.
In particular, the IFRS standards of the IASB and the IFRIC interpretations, as adopted by the European Union (available on the European Commission's website http://ec.europa.eu/internal_market/accounting/ias_en.htm#adopted-commission) for financial years beginning on or after April 1, 2020, have been applied by the Company and have not resulted in any significant change in the methods of valuation and presentation of the financial statements.
The new standards, amendments to standards and interpretations that came into force for financial years opened after January 1, 2020, had no significant impact on the Group's financial statements:
As of September 30, 2020, the IASB has not published any standards or interpretations applicable to financial years beginning on or after January 1, 2021.
The impact of draft standards or interpretations currently under review by the IASB have not been anticipated in these consolidated financial statements and cannot be estimated with any degree of accuracy at this time.
The preparation of interim financial statements involves making estimates and assumptions regarding the valuation of certain assets and liabilities on the consolidated statement of financial position, as well as certain items on the profit and loss statement.
Assumptions and estimates that might result in a material adjustment to the book value of assets and liabilities during the following period principally affect:
No variation in the net value of goodwill at September 30, 2020. Goodwill is completely impaired.
| (in thousands of euros) | 03/31/2020 | Movements of the period | |||
|---|---|---|---|---|---|
| + | - | Other (1) | 09/30/2020 | ||
| Films and audiovisual rights | 1,423,728 | - | (137) | (864) | 1,422,727 |
| Production costs | 104 | - | - | - | 104 |
| Preliminary expenses | 16,446 | 52 | (88) | () | 16,410 |
| Other | 83,713 | 172 | - | (4,988) | 78,896 |
| Gross amount | 1,523,991 | 224 | (225) | (5,853) | 1,518,137 |
| Films and audiovisual rights | (1,387,913) | (9,947) | - | 864 | (1,396,996) |
| Other | (83,616) | (2) | - | 4,983 | (78,636) |
| Depreciation/Provisions | (1,471,529) | (9,950) | - | 5,847 | (1,475,632) |
| Net amount | 52,461 | (9,726) | (225) | (6) | 42,505 |
(1) Changes in scope, transfers between items, foreign exchange effect
At September 30, 2020, the net book value of intangible assets breaks down as follows:
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Preliminary expenses | 1,667 | 1,615 |
| Production costs | - | - |
| Completed films | 40,578 | 50,750 |
| Other intangible assets | 260 | 97 |
| TOTAL INTANGIBLE ASSETS | 42,505 | 52,461 |
The decrease in the net value of intangible assets over the period is primarily linked to the amortization of films in the amount of €9.9 million.
Preliminary costs that do not lead to a decision to shoot within five years from their first recognition are depreciated. However, this principle does not apply to projects having been recognized for more than five years, if there are specific production commitments or genuine expressions of interest, or when the Company believes that the development timeframe does not call into question the start of shooting in the long term.
At September 30, 2020, the residual net book value of projects having had their first expense recognized less than five years ago stood at €1.7 million.
The Company emphasizes that films and audiovisual productions are amortized individually using the film forecast method, i.e. by applying to the cost of the film the ratio resulting from the comparison of actual net revenues and total estimated net revenues, as stated in Section 2.7.4 of the notes to the consolidated financial statements for the financial year ended March 31, 2020. Total net revenues include i) net revenues acquired over the period, notably including income and distribution expenses for films on US territory, and ii) projected net revenues over a period of 12 years maximum from the premier date. The period used remains identical to the period used when closing the annual financial statements at March 31, 2020.
At September 30, 2020, "Other intangible assets" primarily include the initial contribution of \$30 million paid as part of creating the joint distribution platform for films in the United States and marketing, EuropaCorp Distribution LLC (formerly "RED"), and the additional contribution of \$55 million paid during the 2014/2015 financial year to settle the Group's obligations towards Relativity. The total investment at September 30, 2020, stands at €78 million (\$85 million). This investment has allowed the Group to sign important contracts during previous financial years with Fox (Video), Amazon (SVOD/Pay TV) and Lionsgate (Video).
This intangible asset, which represents an entry fee, with an unspecified life is, by definition, non-depreciable and is tested annually. This intangible asset is now entirely impaired as of March 31, 2019.
| 03/31/2020 | Movements of the period | ||||
|---|---|---|---|---|---|
| (in thousands of euros) | - | - | Others(1) | 09/30/2020 | |
| Plant, machinery and equipment | 11,641 | - | - | 929 | 12,570 |
| Land, buildings | 19,983 | - | (14,109) | 1,884 | 7,758 |
| Other property, plant and equipment | 3,856 | 55 | - | (3,094) | 817 |
| Gross amount | 35,480 | 55 | (14,109) | (281) | 21,145 |
| Plant, machinery and equipment | (10,872) | () | (932) | (11,805) | |
| Land, buildings | (15,610) | - | 12,441 | (1,880) | (5,049) |
| Other property, plant and equipment | (3,760) | (6) | - | 3,044 | (722) |
| Depreciation/Provisions | (30,241) | - | 12,441 | 231 | (17,576) |
| Net amount | 5,239 | 55 | (1,668) | (51) | 3,569 |
(1) Changes in scope, transfers between items, foreign exchange effect
Property, plant and equipment mainly comprise the assets held by Digital Factory (buildings, installations and technical equipment at the Saint-Denis site). The €1.7 million decrease in net value over the period corresponds to the disposal of the assets held by Digital Factory on the site located in Normandy.
Other financial assets mainly comprise deposits and guarantees with maturities of more than one year and non-consolidated investments (held by EuropaCorp SA).
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Non-consolidated securities | 500 | 500 |
| Loans and other receivables | 610 | 610 |
| Deposits and guarantees > 1 year | 6,585 | 6,885 |
| Net amount | 7,695 | 7,995 |
These deposits and guarantees mostly include the guarantees paid to the Guilds for €4.8 million, as well as the deposit paid by EuropaCorp to the lessor for an amount of €1.6 million under the commercial lease agreement for the La Cité du Cinéma premises.
Non-consolidated securities mainly relate to a non-controlling interest held by EuropaCorp SA in the company ELZEVIR FILMS. These equity interests are recorded at their net value, which corresponds to the acquisition value of these securities reduced by a potential depreciation calculated from the valuation of the subsidiary's stock of films.
The contribution from SCI Les Studios de Paris (€2,034 thousand) is shown in "Other non-current liabilities".
As a reminder, EuropaCorp holds a 40% stake and does not control this company. This company is consolidated using the equity method in the Group's consolidated financial statements.
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Trade receivables - nominal value | 28,054 | 24,681 |
| Provision for trade receivables depreciation | (5,093) | (5,367) |
| Net value of trade receivables | 22,961 | 19,314 |
| Contract assets | 3,096 | 8,661 |
| Total trade receivables | 26,057 | 27,975 |
Les créances sont comptabilisées pour leur valeur nominale déduction faite des provisions pour dépréciation des montants non recouvrables. Une estimation du montant des créances douteuses est effectuée lorsqu'il n'est plus probable que la totalité de la créance pourra être recouvrée. Les créances irrécouvrables sont constatées en pertes lorsqu'elles sont identifiées comme telles.
Les créances à plus d'un an sont principalement détenues auprès de chaînes de télévision françaises.
Afin de maintenir les financements nécessaires à son activité, EuropaCorp affecte une partie de ces créances comme sûretés en garantie des crédits consentis par les établissements prêteurs. Les créances sont pour autant maintenues au bilan dans le poste clients, car seul le règlement est délégué aux banques.
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Advances and down-payments to suppliers | 9,295 | 6,642 |
| Support funds & COSIP (audiovisual support) | 10,881 | 10,881 |
| Tax and social security credits | 8,014 | 7,311 |
| Other receivables | 9,043 | 9,329 |
| Gross amount | 37,233 | 34,162 |
| Depreciation provisions | (12,714) | (12,714) |
| Net amount | 24,519 | 21 449 |
As of September 30, 2020, the receivable from the CNC breaks down into €8.4 million of Producer support, €1.6 million of Distributor support, €0.5 million of Video Publisher support and €0.4 million of Export support. This receivable was impaired for €9.3 million at March 31, 2020 in view of the change in the shareholder base after the balance sheet date.
The other receivables primarily include amounts owned by co-producers. They have a maturity of less than one year.
At September 30, 2020, the Company's share capital amounted to €41,514,758.54, divided into 122,102,231 ordinary shares with a par value of €0.34 each, all of the same class and fully paid up. Following the capital increases on July 28, 2020, the share capital increased from €13,932,353.06 to €41,514,758.54, and the number of shares from 40,977,509 to 122,102,231.
In compliance with IFRIC 19, the equitization of the second and third lien debts of Vine and Falcon has been recognised at fair value of the shares issued on 28 July 2020. In this respect, the Company reported a profit of €134.9 million representative of the difference between the fair value of the 81,124,722 new shares issued on the day of the capital increase, namely 57.6 million based on a stock exchange price of €0.71 per share, and the book value in the balance sheet of the extinguished liability.
As of September 30th, 2020, in compliance with IAS 32, fees directly attributable to capital increases were accounted for as a deduction from equity for an amount of €1.5 million.
The Group did not pay out any dividend during the period.
The Combined General Meeting of September 28, 2020 authorized the Board of Directors to award free shares to employees and corporate officers of the Company.
On October 26, 2020 and November 16, 2020, the Board of Directors decided to grant 1,028,152 free shares to all employees of the Company and its French subsidiaries and to its Chief Executive Officer (see Section 5.4 on subsequent events).
The Group's net financial debt comprises all financial liabilities, including financial instruments linked to financial investments and debt, minus cash and cash equivalents, and the associated financial instruments.
The Company's net financial debt is as follows:
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Bonds > 1 year | ||
| Deposits and guarantees received | 494 | 493 |
| Other loans and related debt > 1 year | - | - |
| Total Loans Maturing > 1 year | 494 | 493 |
| Bonds < 1 year | ||
| Bank loans | ||
| Other loans and related debt < 1 year | - | 375 |
| Production credits | 88,895 | 200,553 |
| Bank loans and overdrafts | - | 1,864 |
| Marketable securities | (678) | (678) |
| Cash and cash equivalents | (40,028) | (50,002) |
| Net debt | 48,683 | 152,605 |
This sharp decrease in net debt since March 31, 2020 is mainly due to the capitalization of the Mezzanine debt on July 28, 2020, with the completion of the capital increase reserved for the benefit of the Vine Media Opportunities - Fund III funds in the amount of €115.3 million, including issue premium, paid up by way of offsetting debt.
Film production is funded notably with credit facilities allocated specifically to films by the Company (lines of credit, bank overdrafts, other, etc.). The actual costs incurred for the specific financing of the productions underway during the period are included in the capitalized cost of the films.
The debt amounts included in the net debt table above correspond to the netted balances of the Group's various cash and cash equivalents accounts.
The marketable securities that may be held by the Group are shares in open-ended investment companies (SICAV) or money market mutual funds. The target set for these investments is a level of profitability close to the EONIA. Their assets are mainly invested in money and interest rate markets; they are readily available. They are not exposed to a material risk of depreciation.
At September 30, 2020, the marketable securities consisted of shares in money market mutual funds.
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Right-of-use of leased assets | 9,874 | 11,277 |
| Lease liabilities > 1 year | -11,500 | -12,801 |
| Lease liabilities < 1 year | -2,523 | -2,458 |
| Total lease liabilities | -4,149 | -3,982 |
The Group's cash requirements are covered by its operating cash flows, as well as authorized overdrafts, the factoring of sales receivables, and specialized production loans.
The table below compares the book and fair value of all of the Group's financial instruments by category:
| 09.30.20 | Breakdown by category of instruments | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Net book value in statement of financial position |
Fair value | Fair value through profit or loss |
Assets available for sale |
Loans and receivables |
Debts at amortized cost |
Derivatives instruments |
| Non-consolidated equity holdings | - | - | - | - | - | - | - |
| Other non-current financial assets | 7,695 | 7,695 | - | - | 7,695 | - | - |
| Other current financial assets | 43 | 43 | - | - | 43 | - | - |
| Derivative instruments - assets | - | - | - | - | - | - | - |
| Cash and cash equivalents | 40,706 | 40,706 | 40,706 | - | - | - | - |
| Financial assets | 48,444 | 48,444 | 40,706 | - | 7,738 | - | - |
| Debt > 1 year | 494 | 494 | - | - | 466 | 28 | - |
| Debt < 1 year | 88,895 | 88,895 | - | - | - | 88,895 | - |
| Derivative instruments - liabilities | - | - | - | - | - | - | - |
| Financial liabilities | 89,389 | 89,389 | - | - | 466 | 88,922 | - |
| 03.31.20 | Breakdown by category of instruments | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Net book value in statement of financial position |
Fair value | Fair value through profit or loss |
Assets available for sale |
Loans and receivables |
Debts at amortized cost |
Derivatives instruments |
| Non-consolidated equity holdings | |||||||
| Other non-current financial assets | 7,995 | 7,995 | 7,995 | ||||
| Other current financial assets | 33 | 33 | 33 | ||||
| Derivative instruments - assets | |||||||
| Cash and cash equivalents | 50,680 | 50,680 | 50,680 | ||||
| Financial assets | 58,708 | 58,708 | 50,680 | - | 8,028 | - | - |
| Debt > 1 year | 493 | 493 | 493 | ||||
| Debt < 1 year | 202,792 | 202,792 | 202,792 | ||||
| Derivative instruments - liabilities | |||||||
| Financial liabilities | 203,285 | 203,285 | - | - | 493 | 202,792 | - |
IFRS 7 requires the classification of assets and liabilities measured at fair value according to a 3-level hierarchy:
The financial instruments used by EuropaCorp are all level 1.
When carrying out its everyday business, the Group is exposed to interest rate and foreign exchange risks that may impact its net position.
The Group's exposure to interest rate risk mainly concerns the amount drawn down from revolving credit lines.
The senior credit line bears interest at the LIBOR or EURIBOR rate plus a margin of 3.25%. The margin may be reduced by 25 basis points if the guarantees cover at least 150% of the outstanding credit.
The table below summarizes the maturities of financial assets and liabilities at September 30, 2020:
| Maturities | |||||
|---|---|---|---|---|---|
| (in thousands of euros) | 09/30/2020 | < 1 year | 1-5 years | > 5 years | |
| Fixed rate financial assets | - | ||||
| Variable rate financial assets | 40,706 | 40,706 | |||
| Financial assets not exposed | 7,738 | 43 | 7,085 | 610 | |
| Financial assets | 48,444 | 40,749 | 7,085 | 610 | |
| Fixed rate financial liabilities | - | ||||
| Floating-rate financial assets | 88,895 | 88,895 | |||
| Financial liabilities not exposed | 494 | 494 | |||
| Financial liabilities | 89,389 | 88,895 | 494 | - |
The following is a summary of the fluctuations in interest rate risk and sensitivity at September 30, 2020 (assumption used: 0.5-point increase in interest rates):
| (in thousands of euros) | Fixed rate | Variable rate |
Not exposed | Total |
|---|---|---|---|---|
| Financial assets | 40,706 | 7,738 | 48,444 | |
| Financial liabilities | 88,895 | 494 | 89,389 | |
| Net equity before hedging | - | (48,189) | 7,244 | (40,945) |
| "Hedging" | - | - | ||
| Net equity after hedging | - | (48,189) | 7,244 | (40,945) |
| Sensitivity | - | (241) | (241) |
The Group is exposed to translation risk for the financial statements of subsidiaries whose accounts are denominated in foreign currency and to transaction risk in the event of fluctuations in exchange rates for income generated outside the Eurozone. This risk also stems from production costs in foreign currencies relating to parts of certain films shot outside the Eurozone. If a significant portion of the revenues generated on international markets is in foreign currencies, material production costs may also be expressed in the same currencies. Thus, the Group benefits from natural hedging based on the value of flows in the opposite direction.
The Group may also use financial instruments to hedge the foreign exchange risk on cash flows, notably in relation to US\$/€ fluctuations. Consequently, when the Company settles significant expenses in foreign currencies, it may sign forward currency or currency option contracts with financial institutions as required.
In accordance with IAS 39, the Group chose not to apply hedge accounting; therefore, changes in the fair value of purchase transactions and forward sales in foreign currencies completed by EuropaCorp are accounted for under financial income. The fair value of these instruments, reported in assets or liabilities in the consolidated statement of financial position under "Other receivables" or "Other financial liabilities" is calculated based on their market value measured in accordance with the closing exchange rates.
At September 30, 2020, the Company did not have any hedging instruments measured at fair value.
The liquidity risk EuropaCorp is exposed to concerns the production and distribution of cinematographic works. Indeed, several months generally separate the investments required for the production and promotion of a film from the collection of exploitation revenues. This time lag may make it necessary to resort to bank financing. Although EuropaCorp is committed to limit its financial exposure as far upstream as possible with a presale policy of distribution rights abroad and of the TV broadcasting rights for the films it produces, EuropaCorp cannot guarantee that it will always be able to implement this policy or that this will eliminate all of the liquidity risk.
In order to cope under the best conditions with the time lag between investments and the collection of film exploitation revenues, EuropaCorp had a main revolving credit facility enabling it in particular to mobilize receivables linked to contracts for a maximum total amount equivalent to \$190 million.
At March 31, 2020, €85.6 million had been drawn against this principal credit line.
This principal line of credit was to be repaid at the end of a 5-year period, i.e. no later than October 21, 2019. Within the framework of the safeguard plan, approved on July 24, 2020 by the Bobigny Commercial Court, the repayment of this credit line is scheduled over 7 years as follows:
| Year | 1 | 2 | 3 | 4 | 5 | 6 | 7 |
|---|---|---|---|---|---|---|---|
| % repayment | 34.0% | 11.8% | 10.6% | 6.7% | 12.4% | 12.4% | 12.1% |
If the application before the Commercial Court of Bobigny to extend the duration of EuropaCorp SA's safeguard plan for an additional 2 years (cf. 6.2 Significant events since the reporting date), was accepted, this payment schedule would be modified.
On July 30, 2020, EuropaCorp Pictures LLC in its capacity as Borrower, EuropaCorp Finance LLC in its capacity as Parent, the Lenders and Comerica Bank, acting in its capacity as Agent, entered into a credit agreement entitled Credit, Security, Guaranty and Pledge Agreement.
This new production revolving credit facility enables the Company to raise credit related to contracts of a maximum of \$100 million which can, by mutual agreement, be increased by \$25 million. The bulk of this credit comes directly or indirectly from a new generation of Vine funds (Funds IV), which are separate from the Vine funds that are current shareholders. The remainder of the credit may be awarded by some of the Vine funds.
The purpose of this credit is to pay the costs associated with producing and funding films, financing fees and interest and any working capital requirements. This new line of financing has a term of 5 years from the date of signature and bears interest at 8% per year (for further details, refer to the section entitled "Material contracts" of the 2019/2020 Universal Registration Document, pages 175 and 176).
The more significant debts concern the International Sales and TV Sales France businesses. The credit risk for TV Sales France is deemed low taking into account the size of the broadcasters and the history and good relationships with them.
For international sales, the Group's policy is to choose, in each country where its films are distributed, preferred partners with whom it has worked on several occasions in the past, while still seeking to diversify its potential partners, particularly through regular contact with various foreign players at film markets such as Cannes (Marché du Film), Los Angeles (American Film Market) or Berlin (European Film Market). Given that the credit risk is considered low, the EuropaCorp Group has not considered it necessary so far to arrange credit insurance.
The table below shows the overall credit risk, broken down in major asset categories at September 30, 2020:
| (in thousands of euros) | 09/30/2020 |
|---|---|
| Trade receivables | 21,332 |
| Marketable securities | - |
| Other receivables exposed to credit risk | - |
| Total | 21,332 |
Equity risk:
EuropaCorp generally invests its available cash in money market products in euros or secure products (certificates of deposit, commercial paper, term accounts, etc). Consequently, the Company believes it is not exposed to any equity risk at September 30, 2020.
In addition, at September 30, 2020, EuropaCorp held 59,267 treasury shares with a value of €43 thousand.
| (in thousands of euros) | Other companies' or UCITS shares portfolio |
Treasury shares portfolio |
|---|---|---|
| Assets position | Nil | 43 |
| Off-balance sheet | Nil | - |
| Overall assets position | Nil | 43 |
Breakdown of other liabilities by type:
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Trade payables | 43,776 | 51,594 |
| Equity investment liabilities | - | - |
| Advances and down-payments on orders | 782 | 1,451 |
| Taxes and social security contributions payable | 10,298 | 11,903 |
| Miscellaneous liabilities | 3,543 | 82,810 |
| Total other financial liabilities | 14,623 | 96,164 |
| Total operating liabilities | 58,399 | 147,757 |
The sharp decrease in operating debt is explained by the capitalization on July 28, 2020 of the Participation Deal, through the €77.2 million capital increase reserved for the funds Vine Media Opportunities - Fund III and Falcon Strategic Partners IV, LP, paid up by way of offsetting with the Participation Deal, recorded under "Other liabilities" at March 31, 2020.
"Trade payables" at September 30, 2020 mainly comprise accrued expenses consisting of repayments due to third parties.
Taxes and social security contributions primarily comprise collected VAT and expenses payable for miscellaneous taxes and social security contributions.
All current liabilities have a maturity of less than one year.
Other current assets mainly consisted of prepaid expenses amounting to €409 thousand at September 30, 2020, relating to productions yet to be released via the chosen media.
Other current liabilities solely comprised deferred income corresponding to billed revenues reported as revenue based on an event that had not occurred at September 30, 2020. Deferred income is posted under non-current liabilities when the maturity for revenue recognition is beyond one year. The portion of deferred income maturing within one year amounted to €6,650 thousand.
Other current and non-current liabilities break down as follows:
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Subsidies | - | - |
| Other deferred income | 440 | 551 |
| Total deferred income | 440 | 551 |
| TV rights items | 6,692 | 12,302 |
| Undelivered international sales | 520 | 3,097 |
| Total contract liabilities | 7,211 | 15,399 |
| Total other | 3,463 | 2,997 |
| Total other current and non-current liabilities | 11,115 | 18,947 |
| (in thousands of euros) | 09/30/2020 | 09/30/2019 |
|---|---|---|
| Production | 24,477 | 30,419 |
| Distribution | 204 | 6,623 |
| Video | 437 | 2,958 |
| Events | (25) | 107 |
| Miscellaneous | 1,067 | 592 |
| Revenue | 26,159 | 40,698 |
| Of which support funding generated (including | ||
| COSIP) | - | 890 |
| Of which revenue from exports | 11,312 | 15,637 |
Consolidated revenue for EuropaCorp Group was €26.2 million, compared with €40.7 million for the first half of the previous financial year, i.e. a decrease of 36%.
International sales stood at €9.8 million, or approximately 37% of total revenue. They increased by €0.5 million compared with the first half of the previous financial year (€9.3 million at September 30, 2019). They included the royalties on the films Lucy and Taken 3 as well as the latest deliveries on Kursk and Renegades.
Television & SVOD sales in France and the United States totaled €11.2 million in the first half of the 2020/2021 financial year, i.e. 43% of total revenue, down €5.5 million (-33%) on the first half of the previous financial year (€16.7 million at September 30, 2019). They include the opening of new windows of rights in France, in particular to Taxi 5 and Anna.
The revenue of the TV Series business amounted to €3.3 million, corresponding to the royalties on the Taken series, compared to €3.1 million for the first half of 2019/2020.
Revenues from derivative rights (partnerships, licenses, etc.), post-production and co-production signed by the Group totaled €1.3 million in the first half of the financial year, compared with €1.0 million in the first half of the previous financial year.
The revenue from Theatrical distribution amounted to €0.2 million, with no theatrical releases during the half year, compared to €6.6 million in the first half of 2019/2020, which was marked by the release of Nous finirons ensemble (Little White Lies 2) which achieved 2.8 million admissions in France.
The Video & VOD segment in France and the United States stood at €0.4 million and represented around 2% of the half-year revenue, compared to €3.0 million during the first half last year. The main sales concerned the films Anna and Nous finirons ensemble (Little White Lies 2) in France.
As a reminder, the Group's revenue is generally dependent on the releases of its films through various channels. Indeed, the timetable of these releases can give rise to significant fluctuations in the revenue earned by each channel from one half-year to another. Therefore, half-year revenue and profit are not necessarily indicative of annual revenue and profit.
The EuropaCorp Group's operating margin thus fell by 19% to €10.6 million compared with €13.2 million for the first half of the previous financial year. However, the margin rate was significantly up to 41% compared to 32% in the first half of the previous financial year. This profit margin is mainly due to a high level of margin from catalog operations, which accounted for the bulk of revenue during this half year.
Overheads amounted to €(6.1) million for the half-year ended September 30, 2020, decreasing compared to the level of overheads relative to the first half of the previous financial year, namely €(9.7) million. These savings of €3.6 million compared to September 30, 2019 (-37%) confirm the effectiveness of the measures implemented by the Group to reduce general and administrative expenses, which had already decreased by €13.3 million (-45%) for the financial year ended March 31st, 2020.
| (in thousands of euros) | 09/30/2020 | 09/30/2019 |
|---|---|---|
| Other operating income and expense | (2,409) | (5,193) |
Other operating income and expenses amounted to -€2.4 million and mainly include fees related to the debt restructuring finalized in the summer of 2020.
| (in thousands of euros) | 09/30/2020 | 09/30/2019 |
|---|---|---|
| Net debt financial income | (3,020) | (10,744) |
| Other financial income and expenses | 1,099 | (5,771) |
| Net gain from debt restructuring | 134,921 | - |
| Financial income | 133,000 | (16,515) |
Financial income amounted to €133.0 million over the first half-year, compared with €(16.5) million for the first half of 2019/2020. In compliance with IFRIC 19, the equitization of the second and third lien debts of Vine and Falcon has been recognised at fair value of the shares issued on 28 July 2020. In this respect, the Company reported a profit of €134.9 million representative of the difference between the fair value of the 81,124,722 new shares issued on the day of the capital increase, namely 57.6 million based on a stock exchange price of €0.71 per share, and the book value in the balance sheet of the extinguished liability.
This improvement is also explained by a substantial decrease in the cost of the financial debt, which decreased by €(10.7) million to €(3.0) million, due to the capitalization of the Mezzanine debt.
"Other financial income and expenses" mainly includes acquired and unrealized foreign exchange differences, with a positive foreign exchange result of approximately €3.3 million compared with a foreign exchange loss of €(4) million last year, linked to the change in the euro/US dollar exchange rate over the period, as well as bank commissions relating to the implementation of the new Vine/Comerica credit line (€1.5 million) and rental expenses reclassified as interest pursuant to IFRS 16 (€0.6 million).
Breakdown of tax by type:
| (in thousands of euros) | 09/30/2020 | 09/30/2019 |
|---|---|---|
| Current tax | (3) | 50 |
| Deferred tax | (11,187) | (4,036) |
| Total tax income/(expense) | (11,190) | (3,985) |
The tax expense of the half-year mainly corresponds to deferred tax resulting from a decrease in deferred tax assets related to temporary differences in amortization.
At September 30, 2020, the operating activity generated a net cash flow of (3.9) million, compared to €11.8 million at September 30, 2019. This decrease is mainly due to the absence of new films delivered internationally during the first half of the 2020/2021 financial year, as well as to the payment of significant fees upon approval of the safeguard plan in July 2020 (lawyers, advisors, etc.).
At September 30, 2020, the net cash flows from investments amounted to €1.5 million compared to €(0.3) million at September 30, 2019, an decrease of €1.8 million mainly explained by the disposal of the assets held by Digital Factory in Normandy for €1.5 million.
Concerning investments in films and series, given the restructuring operations completed in July 2020, no investments in films and series were made during the period (€0.1 million compared to €0.2 million in the first half of 2019/2020). Development has nevertheless continued and the Company currently has several scripts for films and television series. The projects are ready to begin production as soon as the associated financing can be secured.
As of September 30, 2020, net cash used in financing activities amounted to €(9.7) million, mainly including the reduction of rental debt for €(5.6) million, financial interest expenses for €(3) million and arrangement fees for the new line of credit for €(1.6) million.
They also include a decrease in debt of €192.6 million in exchange for the share capital increase of 191.0 million.
The agreements signed with related parties have been identified in the 2019/2020 Universal Registration Document, filed with the French Financial Markets Authority (Autorité des marchés financiers - AMF) on July 30, 2020, in Section 17 "Transactions with related parties" and in Note 5.2 "Relations with related parties".
Apart from those described in the 2019/2020 Universal Registration Document, there were no new agreements with related parties during the first half of 2020.
The table below summarizes flows and balances of related-party transactions:
| (in thousands of euros) | 09/30/2020 | 03/31/2020 |
|---|---|---|
| Statement of financial position | ||
| Receivables | ||
| Trade receivables and other operating receivables | 785 | 622 |
| Debit balances and other current financial receivables | - | - |
| Debt | - | - |
| Other non-current financial liabilities | - | 20 |
| Trade payables and other operating liabilities | 10 | 76 |
| Financial current accounts receivables | - | - |
| - | - | |
| Profit and loss statement | - | - |
| Revenue | 328 | 965 |
| Operating expenses | (31) | 602 |
| Financial expenses | - | - |
| Financial income | - | - |
The Group's off-balance sheet commitments at September 30, 2020, are as follows (in thousands of euros):
| Commitments received by EuropaCorp (in thousands of euros) |
09/30/2020 | 03/31/2020 |
|---|---|---|
| Commitments received from clients | ||
| For the cinematographic business | 3,954 | 2,963 |
| Support funds for audiovisual activities | 2,105 | 2,105 |
| Financial commitments for leases* | 5,547 | 6,339 |
| Total commitments received | 11,606 | 11,407 |
* Relates to the sub-lease agreements for the La Cité du Cinéma business park.
| Commitments made to third parties (in thousands of euros) |
09/30/2020 | 03/31/2020 |
|---|---|---|
| Financial commitments for leases** | 0 | 0 |
| Vine Participation | 0 | 0 |
| Financial commitments for cinematographic investments | 0 | 0 |
| Total commitments made | 0 | 0 |
** Relates to the lease agreement for the La Cité du Cinéma business park, with a term of 12 years starting from April 6, 2012.
| Total net commitments (received - made) 11,606 11,407 |
|---|
| ------------------------------------------------------------- |
The off-balance sheet commitments received in connection with operations mainly come from the signature of sales contracts signed on feature-length films.
By decision of October 26, 2020, and on the proposal of the Appointments and Remuneration Committee on the same day, the Board of Directors decided to set up a plan for the free allocation of 591,787 shares of EuropaCorp SA for the benefit of the employees and corporate officers of EuropaCorp and its subsidiaries located in France. Similarly, by decision of November 16, 2020, and on the proposal of the Appointments and Remuneration Committee on the same day, the Board of Directors decided to set up a plan for the free allocation of 436,365 EuropaCorp SA shares.
These decisions fall within the scope of the authorization granted by the combined general meeting of EuropaCorp shareholders of September 28, 2020, in its 28th resolution, to make free allocations of shares to employees or corporate officers of the company and affiliated companies within the meaning of Article L. 225-197-2 of the French Commercial Code, up to a limit of 10% of the share capital.
The Board of Directors also decided to set the vesting period at 1 year (this period running from the date of this decision) and the retention period at 1 year (this period running from the end of the vesting period).
Finally, the Board of Directors specified that the said shares will only be effectively and definitively acquired by the beneficiaries at the end of the vesting period and that this operation will be carried out by the allocation either of new shares, to be issued within the framework of one or more capital increases, or of existing shares, resulting from repurchases made by the Company within the framework of its share buyback program.
In accordance with Article 5 of Order No. 2020-596 of May 20, 2020, the Commissioners for the execution of the Plan, filed a motion before the Bobigny Commercial Court to extend the duration of the EuropaCorp SA Safeguard Plan by an additional 2 years, so that the total duration of the Safeguard Plan would be 9 years from July 24, 2020, implying a new payment schedule. Other terms and conditions of the plan that are not inconsistent with the foregoing remain unchanged.
Under IFRS 8, the Group must disclose information "to enable users of its financial statements to evaluate the nature and financial effects of the business activities in which it engages and the economic environments in which it operates."
As a consequence, the Group defined its operating segments in compliance with the standard's criteria to present separate information by segment.
An operating segment is a component of the company:
As such and taking into account the approach set out by IFRS 8, operating segments have been identified based on internal reporting.
The Group tracks its performance by monitoring its activities and businesses.
Following the acquisition of the Blue Group, the EuropaCorp Group now operates in four different areas constituting as many "operating segments" under IFRS 8, detailed below:
Production and distribution of films:
This segment includes all operations involving films, namely: distribution to theaters, video releases, TV sales, international sales, partnership and licensing, line production, income from coproduction, etc.
Production and distribution of TV films and series:
This segment covers all operations for TV films and TV series. They are carried out by subsidiaries EuropaCorp Television (formerly Cipango), wholly owned since July 30, 2014, by EuropaCorp and EuropaCorp TV.
This segment's duration of production cycles, funding means and the elements generating the margin are different from the segment "Production and Distribution of films", which justifies the existence of a separate operating segment.
Events
This segment comprises all operations to run events inside or outside La Cité du Cinéma and corresponds to the activities of Blue Event, fully consolidated since February 28, 2013 following the capital increase through contribution in kind.
Other: This segment includes all related activities not directly connected to the screening of films in theaters or their broadcasting on TV, namely: book publishing, miscellaneous revenue, etc.
The measurement and presentation method for the figures relating to each operating segment is compliant with the accounting policies and methods described for the preparation of consolidated financial statements.
6.3.1 Consolidated statement of financial position by operating segment
| 09.30.2020 | Production and Distribution of films |
Production and Distribution of TV films and series |
Events | Other | Non allocated items | Total | |||
|---|---|---|---|---|---|---|---|---|---|
| Net goodwill | 0 | 0 | 0 | 0 | 0 | ||||
| Net intangible assets | 38,394 | 4,111 | 0 | 0 | 42,505 | ||||
| Property, Plant and Equipment (net) | 3,562 | 0 | 2 | 5 | 3,569 | ||||
| Other financial assets (net) | 7,334 | 361 | 0 | 0 | 7,695 | ||||
| Investments in associates | 0 | 0 | 0 | 0 | 0 | ||||
| Deferred tax assets | 7,820 | 28 | 0 | 45 | 7,893 | ||||
| Other non-current assets (net) | 9,874 | 0 | 0 | 0 | 9,874 | ||||
| Total non-current assets | 66,984 | 4,499 | 2 | 50 | 0 | 71,536 | |||
| Inventory | 231 | 0 | 0 | 0 | 231 | ||||
| Net trade receivables | 23,392 | 2,601 | 48 | 16 | 26,057 | ||||
| Other net receivables | 22,598 | 422 | 119 | 1,380 | 24,519 | ||||
| Other net current assets | 451 | 0 | 0 | 0 | 452 | ||||
| Cash and cash equivalent | 31,495 | 8,494 | 365 | 352 | 40,706 | ||||
| Total current assets | 78,167 | 11,518 | 532 | 1,748 | 0 | 91,965 | |||
| TOTAL ASSETS | 145,151 | 16,017 | 534 | 1,798 | 0 | 163,500 | |||
| Equity - Group share | 0 | 0 | 0 | 0 | (13,908) | (13,908) | |||
| Non-controlling interests | 0 | 0 | 0 | 0 | 303 | 303 | |||
| Provisions for pensions and other post-employment benefits | 380 | 0 | 0 | 0 | 380 | ||||
| Deferred tax liabilities | 1,789 | 871 | 0 | 1 | 2,662 | ||||
| Bonds and financial liabilities > 1 year | 11,500 | 0 | 0 | 0 | 11,500 | ||||
| Lease liability - long term (> 1 year) | 0 | 0 | 0 | 0 | 0 | ||||
| Deposits and guarantees received | 494 | 0 | 0 | 0 | 494 | ||||
| Equity investment liabilities > 1 year | 0 | 0 | 0 | 0 | 0 | ||||
| Other non-current liabilities | 7,004 | 80 | 0 | 3,147 | 10,231 | ||||
| Total non-current liabilities | 21,167 | 951 | 0 | 3,149 | 0 | 25,266 | |||
| Bonds and financial liabilities < 1 year | 88,887 | 6 | 0 | 2 | 88,895 | ||||
| Lease liability - short term (< 1 year) | 2,523 | 0 | 0 | 0 | 2,523 | ||||
| Provisions for risks and expenses | 1,096 | 0 | 0 | 42 | 1,138 | ||||
| Trade payables | 40,795 | 427 | 63 | 2,491 | 43,776 | ||||
| Equity investment liabilities < 1 year | 0 | 0 | 0 | 0 | 0 | ||||
| Other financial liabilities | 12,182 | 2,291 | 51 | 99 | 14,623 | ||||
| Other current liabilities | 884 | 0 | 0 | 0 | 884 | ||||
| Total current liabilities | 146,367 | 2,723 | 115 | 2,634 | 0 | 151,839 | |||
| TOTAL LIABILITIES | 167,534 | 3,674 | 115 | 5,783 | (13,605) | 163,500 | |||
| Films and audiovisual rights investments | 52 | 0 | 0 | 0 | 0 | 52 |
| 09.30.2020 | Production and Distribution of films |
Production and Distribution of TV films and series |
Events | Other | Total |
|---|---|---|---|---|---|
| Revenue | 21,777 | 3,302 | (25) | 1,105 | 26,159 |
| Cost of sales | (12,513) | (2,959) | 3 | (51) | (15,521) |
| Operating margin | 9,265 | 343 | (23) | 1,054 | 10,638 |
| General and administrative expenses | (6,091) | 0 | 0 | 0 | (6,091) |
| Other operating income and expenses | (2,409) | 0 | 0 | 0 | (2,409) |
| Operating profit (loss) | 765 | 343 | (23) | 1,054 | 2,138 |
| Financial income | 133,000 | 0 | 0 | 0 | 133,000 |
| Income tax | (7,897) | (1) | 14 | (3,305) | (11,190) |
| Share in results of associates consolidated using | 0 | 0 | 0 | (451) | (451) |
| Share of non-controlling interests | 0 | 14 | (5) | 0 | 9 |
| Net income - Group share | 125,867 | 328 | (4) | (2,703) | 123,488 |
To the Shareholders,
In compliance with the assignment entrusted to us by your General Meeting, and in application of Article L.451-1-2 III of the French Monetary and Financial Code, we have performed:
These condensed interim consolidated financial statements were prepared under the responsibility of the Board of Directors on December 29, 2020, based on the information available at that date in the context of the evolving crisis related to Covid-19 and the difficulties in assessing its impact and future prospects. Our responsibility is to express our conclusion on these financial statements, based on our limited review.
We have conducted our limited review in accordance with professional standards applicable in France.
A limited review mainly consists of interviewing management in charge of accounting and financial matters and applying analytical procedures. These procedures are less broad in scope that those required for an audit performed in accordance with French auditing standards. Accordingly, a limited review only provides moderate assurance, which is less assurance than that provided by an audit, that the financial statements taken as a whole are free of material misstatements.
On the basis of our limited review, we did not note any significant anomalies liable to call into question the compliance of the interim condensed consolidated financial statements with standard IAS 34, the IFRS framework standard on interim financial reporting as adopted in the European Union.
Without qualifying the conclusion expressed above, we draw your attention to Note 2.2 Continuity of operations to the condensed interim consolidated financial statements concerning the impact of the Covid-19 crisis on the consolidated financial statements for the period.
We have also verified the information given in the half-year management report commenting on the condensed half-year consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and its consistency with the interim condensed consolidated financial statements.
Paris and Vincennes, December 29, 2020
The Statutory Auditors
Auditeurs & Conseils Associés Acofex représenté par représenté par Eric Chapus Bruno Malivoire
I certify that, to my knowledge, the interim condensed consolidated financial statements are prepared in accordance with applicable accounting standards and give a true and fair view of the assets and financial position and results of EuropaCorp, and all of the companies included in the scope of consolidation, and that the interim activity report accurately presents the significant events that occurred during the first six months of the financial year and their impact on the interim condensed consolidated financial statements, the main transactions between related parties, and the principal risks and uncertainties for the remaining six months of the financial year.
Saint-Denis, December 30, 2020
__________________ Axel Duroux Chief Executive Officer
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