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GL events — Interim / Quarterly Report 2013
Jul 31, 2013
1368_ir_2013-07-31_614898c7-f7c3-43b3-982a-0b8f5947d59c.pdf
Interim / Quarterly Report
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2011 2013 INTERIM FINANCIAL REPORT
Translation disclaimer: This is a free translation into English of the original French language version of the interim financial report (rapport semestriel) provided solely for the convenience of English speaking. This report should consequently be read in conjunction with, and construed in accordance with French law and French generally accepted accounting principles. While all possible care has been taken to ensure that this translation is an accurate representation of the original French document, this English version has not been audited by the company's statutory auditors and in all matters of interpretation of information, views or opinions expressed therein, only the original language version of the document in French is legally binding. As such, the translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and GL events expressly disclaims all liability for any inaccuracy herein.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2013
| 1 – BALANCE SHEET | 2 |
|---|---|
| 2 - INCOME STATEMENT | 4 |
| 3 - CASH FLOW STATEMENT | 5 |
| 4 - CHANGES IN SHAREHOLDERS' EQUITY | 6 |
| 5 – NOTES TO THE INTERIM FINANCIAL STATEMENTS | |
| Note 1 Significant accounting policies | 7 |
| Note 2 Consolidated companies | 8 |
| Note 3 Information by business | 11 |
| Note 4 Balance sheet information | 13 |
| Note 5 Income statement information | 18 |
| Note 6 Off-balance sheet commitments and other contingencies | 19 |
| Note 7 Other risks | 20 |
| Note 8 Information on related parties transactions | 21 |
| MANAGEMENT DISCUSSION AND ANALYSIS | 22 |
| RESPONSIBILITY STATEMENT | 24 |
AUDITORS'REPORT ON THE INTERIM FINANCIAL STATEMENTS 25
| ASSETS (€ thousands) |
Notes | 30/06/2013 | 31/12/2012 |
|---|---|---|---|
| Goodwill | 4.1 | 424,030 | 417,175 |
| Other intangible assets | 4.1 | 54,054 | 43,603 |
| Property, plant and equipment | 4.2 | 42,939 | 31,747 |
| Other tangible fixed assets | 4.2 | 40,948 | 39,479 |
| Rental assets | 4.3 | 112,659 | 116,608 |
| Investments and other non-current assets | 4.4 | 74,492 | 74,161 |
| Equity-accounted investments | 4.5 | 152 | 533 |
| Deferred tax assets | 18,900 | 20,650 | |
| NON-CURRENT ASSETS | 768,174 | 743,956 | |
| Inventories and work-in-progress | 19,339 | 17,687 | |
| Trade receivables | 4.6 | 171,472 | 167,077 |
| Other receivables | 4.7 | 114,348 | 108,352 |
| Marketable securities | 4.11 | 157,416 | 152,922 |
| CURRENT ASSETS | 462,575 | 446,037 | |
| TOTAL | 1,230,749 | 1,189,993 |
| SHAREHOLDERS' (€ thousands) EQUITY & LIABILITIES |
Notes | 30/06/2013 | 31/12/2012 |
|---|---|---|---|
| Share capital | 4.8 | 90,616 | 90,616 |
| Reserves and additional paid-in capital | 4.8 | 294,746 | 278,789 |
| Translation adjustments | 4.8 | (21,146) | (15,326) |
| Net income for the period | 5 | 16,435 | 28,246 |
| Shareholders' equity, Group's share | 380,651 | 382,325 | |
| Non-controlling interests | 33,369 | 31,850 | |
| TOTAL SHAREHOLDER' EQUITY | 414,020 | 414,175 | |
| Commitments and contingencies | 4.9 | 7,756 | 7,835 |
| Deferred tax liabilities | 3,866 | 4,619 | |
| Non-current borrowings | 4.11 | 262,822 | 269,090 |
| NON-CURRENT LIABILITIES | 274,444 | 281,544 | |
| Commitments and contingencies | 4.10 | 18,682 | 18,352 |
| Current borrowings | 4.11 | 113,750 | 96,262 |
| Short-term bank loans | 4.11 | 23,821 | 14,907 |
| Advances and down-payments on outstanding orders | 12,861 | 13,348 | |
| Trade payables | 160,182 | 145,003 | |
| Tax and employee-related liabilities | 82,194 | 80,557 | |
| Other liabilities | 4.12 | 130,795 | 125,845 |
| CURRENT LIABILITIES | 542,285 | 494,275 | |
| TOTAL | 1,230,749 | 1,189,993 |
> INCOME STATEMENT
| (€ thousands) | Notes | 30/06/2013 6 months |
30/06/2012 (*) 6 months |
|---|---|---|---|
| Sales | 3 | 432,246 | 435,008 |
| Other operating income | 5.1 | 1,297 | 2,775 |
| Operating income | 433,543 | 437,783 | |
| Raw materials and consumables | 5.2 | (33,367) | (30,608) |
| External charges | 5.2 | (230,461) | (238,477) |
| Taxes and similar payments | (10,538) | (9,231) | |
| Personnel expenses & employee profit sharing | (102,684) | (102,627) | |
| Allowances for depreciation and reserves | (22,208) | (24,215) | |
| Other operating expenses | 5.3 | (1,456) | (2,004) |
| Operating expenses | (400,714) | (407,162) | |
| OPERATING PROFIT | 3 | 32,829 | 30,621 |
| Net interest expense | 5.4 | (2,945) | (2,124) |
| Other financial income and expense | 5.4 | (233) | (2,249) |
| NET FINANCIAL EXPENSE | 5.4 | (3,178) | (4,373) |
| PRE-TAX INCOME | 29,651 | 26,248 | |
| Income tax | (9,785) | (8,148) | |
| INCOME OF FULLY-CONSOLIDATED COMPANIES | 19,866 | 18,100 | |
| Net income from equity-accounted investments | (23) | 298 | |
| NET INCOME BEFORE NON-CONTROLLING INTERESTS |
19,843 | 18,398 | |
| Non-controlling interests | 3,408 | 969 | |
| NET INCOME | 16,435 | 17,429 | |
| Average number of shares | 22,653,920 | 17,923,740 | |
| Net earnings per share (in euros) | 0.73 | 0.97 | |
| NET INCOME BEFORE NON-CONTROLLING INTERESTS |
19 843 | 18 398 | |
| Currency translation adjustments | (6 079) | 1 978 | |
| Impact of fair value measurement of financial documents | 1 443 | (2 025) | |
| Total items transferable to profit and loss | (4 636) | (47) | |
| Actuarial gains and losses | 0 | (312) | |
| Total items not transferable to profit and loss | 0 | (312) | |
| TOTAL COMPREHENSIVE INCOME | 15 207 | 18 039 | |
| Total comprehensive income attributable to non-controlling interests |
3 149 | 845 | |
| Total comprehensive income attributable to equity holders of the parent |
12 058 | 17 194 | |
(*) As indicated in note 1 "Significant Accounting Policies", amounts have been adjusted and in consequence differ from those presented in the 2012 interim financial report.
> CASH FLOW STATEMENT
| (€ thousands) | 30/06/2013 6 months |
30/06/2012 6 months |
31/12/2012 12 months |
|---|---|---|---|
| Cash and cash equivalents at the beginning of the year | 138,014 | 182,748 | 182,748 |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net income | 16,435 | 17,117 | 28,246 |
| Adjustments to reconcile profit (loss) to net cash | |||
| provided by operating activities: Depreciation and provisions |
18,920 | 21,019 | 33,197 |
| Expense and income in connection with stock options | (669) | 951 | (2,219) |
| Gains and losses on disposals of fixed assets | 457 | 577 | 2,637 |
| Non-controlling interests in consolidated subsidiaries' net income |
3,408 | 969 | 3,064 |
| Net income of companies consolidated by the equity method | 383 | (18) | (122) |
| Operating cash flows | 38,934 | 40,615 | 64,803 |
| Net interest expense | 2,945 | 2,124 | 4,829 |
| Income tax and deferred tax | 9,785 | 7,992 | 14,329 |
| Operating cash flows before net interest expense and income tax |
51,664 | 50,731 | 83,961 |
| Income tax paid | (7,602) | (4,793) | (10,635) |
| Change in inventories | (868) | 179 | 2841 |
| Change in accounts receivable, deferred income | (24,171) | (12,895) | 7,203 |
| Change in accounts payable, deferred charges | 8,064 | (1,926) | (8,072) |
| Other changes | 5,969 | 9,676 | (2,334) |
| Changes in working capital requirements | (11,006) | (4,966) | (362) |
| Net cash provided by operating activities (A) | 33,056 | 40,972 | 72,964 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisition of PPE and rental assets | (2,940) | (1,001) | (3,521) |
| Acquisition of intangible fixed assets | (29,254) | (46,481) | (91,629) |
| Disposal of tangible and intangible assets | 28 | 367 | 748 |
| Acq. of investments and other non-current assets | (2,211) | (10,728) | (18,124) |
| Disposal of investments and other non-current assets | 3,414 | ||
| Net cash flows from the acquisition and disposal of | (6,551) | (1 182) | (506) |
| subsidiaries | |||
| Net cash used in investing activities (B) | (40,928) | (59,025) | (109,618) |
| NET CASH FROM FINANCING ACTIVITIES | |||
| Capital Increase | 71,059 | ||
| Dividends paid to shareholders | (8,264) | ||
| Dividends paid to the non-controlling shareholders of the consolidated companies |
(3,266) | ||
| Other changes in equity | (20) | (3,401) | (2,347) |
| Proceeds from the issuance of new debt | 33,210 | 5,584 | 40,271 |
| Repayment of debt | (24,471) | (50,582) | (99,327) |
| Net interest expense | (2,945) | (2,124) | (4,829) |
| Net cash provided by financing activities (C) | 5,744 | (50,423) | (6,703) |
| Effect of exchange rate fluctuations on cash (D) | (2,322) | (1,873) | (1,377) |
| Net change in cash and cash equivalents (A+B+C+D) | (4,420) | (70,349) | (44,734) |
| Closing cash and cash equivalents | 133,594 | 112,399 | 138,014 |
| Number | Group before non-controlling interests | Total | ||||||
|---|---|---|---|---|---|---|---|---|
| (€ thousands and thousands of shares) |
of shares ('000s) |
Share capital |
Addition al paid in capital |
Retained earnings |
Net income for the period |
Total Group |
interests | |
| Balance as of 31/12/2011 | 17,924 | 71,695 122,347 100,021 | 8,051 302,114 | 36,688 | 338,803 | |||
| Appropriation of comprehensive income N-1 |
8,051 | (8,051) | ||||||
| Distribution of dividends | (7,947) | (7,947) | (3,119) | (11,066) | ||||
| Stock option expenses | 910 | 910 | 910 | |||||
| Cancellation of treasury shares | (282) | (282) | (282) | |||||
| Share of assets contributed by non | (69) | (69) | ||||||
| controlling interests Comprehensive income |
17,194 | 17,194 | 845 | 18,039 | ||||
| Balance as of 30/06/2012 | 17,924 | 71,695 122,347 100,752 | 17,194 311,989 | 34,345 | 346,334 | |||
| Capital Increase Appropriation of comprehensive income N-1 |
4,730 | 18,921 | 50,291 | 69,212 | 69,212 | |||
| Distribution of dividends | (317) | (317) | (147) | (464) | ||||
| Stock option expenses | 1,383 | 1,383 | 1,383 | |||||
| Cancellation of treasury shares | (1,282) | (1,282) | (1,282) | |||||
| Share of assets contributed by non controlling interests |
(3,445) | (3,445) | (4,345) | (7,790) | ||||
| Comprehensive income | 4,786 | 4,786 | 1,996 | 6,782 | ||||
| Balance as of 31/12/2012 | 22,654 | 90,616 172,638 | 97,090 | 21,980 382,325 | 31,849 | 414,174 | ||
| Appropriation of comprehensive income N-1 |
21,980 | (21,980) | ||||||
| Distribution of dividends | (13,593) | (13,593) | (3,160) | (16,753) | ||||
| Stock option expenses | 1,375 | 1,375 | 1,375 | |||||
| Cancellation of treasury shares | (681) | (681) | (681) | |||||
| Share of assets contributed by non controlling interests |
(832) | (832) | 1,531 | 699 | ||||
| Comprehensive income | 12,058 | 12,058 | 3,149 | 15,207 | ||||
| Balance as of 30/06/2013 | 22,654 | 90,616 172,638 105,339 | 12,058 380,651 | 33,369 | 414,020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
The consolidated interim financial statements of GL events Group were adopted by the Board of Directors on 25 July 2013.
In compliance with IAS 34 "interim financial reporting" only selected explanatory notes are provided in these condensed financial statements. With the exception of the items mentioned below, the main accounting policies used herein are the same as those applied in the 2012 registration document filed with the French financial market authority (AMF) on 5 April 2013 under number D13-0301.
GL events has applied to its IFRS financial statements all IFRS / IFRIC standards and interpretations in issue published in the Official Journal of the European Union at 31 December 2012 and whose application was mandatory as of 1 January 2013.
Adoption by the European Union's of the following standards and interpretations whose application became mandatory for periods commencing on or after 1 January 2013 has no impact on the Group's consolidated financial statements:
- Amendments to IFRS 7: Disclosures Offsetting financial assets and liabilities;
- IFRS 13: Fair value measurement;
- Amendment to IAS 12: Recovery of underlying assets;
- Amendments to IFRS 1: Severe hyperinflation and removal of fixed dates for first-time adopters;
- IFRIC 20: Stripping costs in the production phase of a surface mine,
- Amendment to IFRS 1: Government loans.
Analysis is currently being performed to assess the potential impact of these standards on the financial statements.
Furthermore, the Group adopted at 30 june 2013 the amendment IAS 19 Revised with respect employee benefit liabilities providing for immediate recognition of actuarial gains and losses in equity whose impact is presented in the following paragraph "change in accounting method". Finally, the Group applied the amendment to IAS 1 on the presentation of other comprehensive income. While this amendment affects the presentation of comprehensive income it has no impact on Group earnings.
Change in Accounting Method
In the interim financial statements at 30 june 2012, the Group didn't early adopt the amendment IAS 19 revised. Actuarial gains and losses related to provisions for retirement severance benefits are now presented in the comprehensive income. Previously, actuarial gains and losses resulting from changes in assumptions were recorded under income or expenses in the period incurred.
Furthermore, to facilitate comparisons between periods, the 2012 Half year financial statements have been restated.
The impacts of this change in method on income statement aggregates are as follows:
| (€ thousands) | 30/06/2012 Reported basis Restatement |
30/06/2012 Restated |
|
|---|---|---|---|
| Operating profit | 30,153 | 468 | 30,621 |
| Profit before tax | 25,780 | 468 | 26,248 |
| Income tax expense | (7,992) | (156) | (8,148) |
| NET INCOME OF CONSOLIDATED OPERATIONS | 17,788 | 312 | 18,100 |
| NET INCOME ATTRIBUTABLE TO THE GROUP | 17,117 | 312 | 17,429 |
The impacts of this change in method on balance sheet aggregates are as follows:
| (€ thousands) | 30/06/2012 Reported basis Restatement |
30/06/2012 Restated |
|
|---|---|---|---|
| Non-current assets | 724,734 | 724,734 | |
| Current assets | 424,165 | 424,165 | |
| TOTAL ASSETS | 1,148,899 | 1,148,899 | |
| Shareholders' equity | 346,334 | 346,334 | |
| Of which reserves and additional paid in capital |
234,940 | (312) | 234,628 |
| Of which net income | 17,117 | 312 | 17,429 |
| Non-current liabilities | 289,513 | 289,513 | |
| Current liabilities | 513,052 | 513,052 | |
| TOTAL EQUITY AND LIABILITIES | 1,148,899 | 1,148,899 |
NOTE 2 – CONSOLIDATED COMPANIES
Changes in consolidated companies in the period were as follows:
| Subsidiaries | Date of consolidation or deconsolidation |
|---|---|
| • | • |
| GL events Brazil Participacoes | First-time consolidation on 1 January 2013 |
| • | • |
| Centre congrès de Metz Metropole | First-time consolidation on 1 January 2013 |
| • | • |
| GL events Vostok | First-time consolidation on 1 January 2013 |
| • | • |
| LPR | First-time consolidation on 1 March 2013 |
| • | • |
| SCI Pyramide | Deconsolidated on 30 june 2013 |
Because changes in Group structure have not had any material effect on the consolidated financial statements, pro forma information is not provided.
| Controlling interest | Ownership interest | ||||||
|---|---|---|---|---|---|---|---|
| Companies | Company | % | % | ||||
| Place of registration or |
Trade Registry |
||||||
| incorporation | number | 2013 | 2012 | 2013 | 2012 | ||
| Parent company | |||||||
| GL events | Brignais | 351 571 757 | |||||
| French subsidiaries | |||||||
| Altitude Expo | Mitry Mory | 379 621 220 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Alpha 1 | Brignais | 535 301 956 | 51.00 | 51.00 | 51.00 | 51.00 | FC |
| Alice Evénements | Brignais | 518 247 283 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Auvergne Evénements | Cournon d'Auvergne | 449 076 900 | 59.00 | 59.00 | 59.00 | 59.00 | FC |
| Auvergne Evénements Spectacles | Cournon d'Auvergne Paris |
449 077 767 | 100.00 | 100.00 | 59.00 | 59.00 | FC |
| Bleu Royal Brelet |
Saint-Sébastien | 750 800 625 857 803 084 |
70.00 100.00 |
70.00 100.00 |
70.00 100.00 |
70.00 100.00 |
FC FC |
| Brelet Centre Europe | Strasbourg | 437 742 059 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Brelet Pyramide (2) | Saint-Sébastien | 348 162 819 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Cee | Paris | 393 255 765 | 100.00 | 100.00 | FC | ||
| Chorus | Vannes | 414 583 039 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Décorama | Ivry sur Seine | 612 036 996 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Esprit Public | Lyon | 384 121 125 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Fabric Expo | Mitry Mory | 379 666 449 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Audiovisual | Brignais | 317 613 180 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Campus | Brignais | 509 647 251 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Cité Centre de Congrès Lyon | Lyon | 493 387 963 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Exhibitions | Chassieu | 380 552 976 | 99.50 | 99.50 | 99.50 | 99.50 | FC |
| GL events Management | Brignais | 495 014 524 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Parc expo Metz Métropole | Metz | 493 152 318 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Scarabée | Roanne | 499 138 238 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Services | Brignais | 378 932 354 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events SI | Brignais | 480 214 766 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Support | Brignais | 480 086 768 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL Mobilier | Brignais | 612 000 877 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Hall Expo | Brignais | 334 039 633 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Kobé | Lyon | 382 950 921 | 100.00 | 100.00 | FC | ||
| Market Place | Paris | 780 153 862 | 90.00 | 90.00 | 90.00 | 90.00 | FC |
| Menuiserie Expo | Brignais | 353 672 835 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Mont Expo | Brignais | 342 071 461 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Modamont Ovation + |
Suresnes Marseille |
309 121 788 444 620 074 |
49.00 | 49.00 100.00 |
49.00 | 49.00 90.00 |
FC FC |
| Package | Lyon | 401 105 069 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Polygone Vert | Brignais | 320 815 236 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Première Vision(4) | Lyon | 403 131 956 | 49.00 | 49.00 | 49.00 | 49.00 | FC |
| Profil | Lyon | 378 869 846 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Ranno Entreprise | Chilly Mazarin | 391 306 065 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. de l'Acropolis de Nice | Nice | 493 387 997 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Centre Congrès Metz metropole(1) Metz | 790 342 497 | 100.00 | 100.00 | FC | |||
| Sté exploit. Centre Congrès Pierre Baudis | Toulouse | 444 836 092 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Centre Congrès St-Etienne | Saint Etienne | 488 224 718 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Hôtel Salomon de Rothschild | Paris | 495 391 641 | 50.00 | 50.00 | 50.00 | 50.00 | EM |
| Sté exploit. Palais Brongniart | Paris | 518 805 809 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Palais de la Mutualité | Paris | 517 468 138 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Parc des Expositions de Troyes | Troyes | 510 029 648 | 90.00 | 90.00 | 90.00 | 90.00 | FC |
| Sté exploit. d'Amiens Mégacité | Amiens | 518 869 011 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Château de Saint-Priest | Brignais | 453 100 562 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. de Parcs d'Exposition | Paris | 398 162 263 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sté exploit. Polydome Clermont-Ferrand | Clermont-Ferrand | 488 252 347 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Secil | Lyon | 378 347 470 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Sepel (3) | Chassieu | 954 502 357 | 46.25 | 46.25 | 46.25 | 46.25 | FC |
| Sign'Expo | Brignais | 492 842 349 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Spaciotempo | Flixecourt | 380 344 226 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Toulouse Evenements | Toulouse | 752 926 923 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Toulouse Expo | Toulouse | 580 803 880 | 90.23 | 90.23 | 90.23 | 90.23 | FC |
| Vachon | Gentilly | 343 001 772 | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Companies | Place of registration or |
Company trade registry |
Controlling interest % |
Ownership interest % |
|||
|---|---|---|---|---|---|---|---|
| incorporation | number | 2013 | 2012 | 2013 | 2012 | ||
| Foreign subsidiaries | |||||||
| Adors | Ankara | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| Aedita Latina(5) | Rio de Janeiro | N/A | 100.00 | 100.00 | 100.00 | 87.50 | FC |
| Ankara Uluslararasi Kongre | Ankara | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| CCIB Catering | Barcelone | N/A | 40.00 | 40.00 | 32.00 | 32.00 | EM |
| Eastern Exhibition Services | Iles Vierges | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Fagga Promoçao de eventos(5) | Rio de Janeiro | N/A | 100.00 | 87.36 | 100.00 | 87.36 | FC |
| Frame | Ankara | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| GL events Asia | Hong Kong | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Algérie | Alger | N/A | 90.00 | 90.00 | 90.00 | 90.00 | FC |
| GL events Belgium | Bruxelles | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Brazil Participacoes (1) | Rio de Janeiro | N/A | 100.00 | 100.00 | FC | ||
| GL events Brussels | Bruxelles | N/A | 85.00 | 85.00 | 85.00 | 85.00 | FC |
| GL events CCIB | Barcelone | N/A | 80.00 | 80.00 | 80.00 | 80.00 | FC |
| GL events Centro de Convençoes(5) | Rio de Janeiro | N/A | 100.00 | 100.00 | 100.00 | 91.80 | FC |
| GL events Empredimentos Immobiliaro(5) | Rio de Janeiro | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Exhibitions Shanghai | Shanghai | N/A | 93.10 | 93.10 | 93.10 | 93.10 | FC |
| GL events Fuarcilk | Ankara | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| GL events Hong Kong | Hong Kong | N/A | 85.00 | 85.00 | 85.00 | 85.00 | FC |
| GL events Italie | Bologne | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Macau | Macau | N/A | 99.00 | 99.00 | 99.00 | 99.00 | FC |
| GL events Portugal | Lisbonne | N/A | 85.71 | 85.71 | 85.71 | 85.71 | FC |
| GL events Production LLC | Dubai Jebel Ali | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events PVT | New Delhi | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Suisse | Satigny | N/A | 85.00 | 85.00 | 85.00 | 85.00 | FC |
| GL events Turquie | Istanbul | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| GL events USA | New-York | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL events Vostok (1) | Moscou | N/A | 100.00 | 100.00 | FC | ||
| GL Furniture (Asia) | Hong Kong | N/A | 60.00 | 60.00 | 60.00 | 60.00 | FC |
| GL Litmus Events | New Delhi | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| GL Middle East | Dubai Jebel Ali | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| GL Middle East Tent & Trading | Dubai Jebel Ali | N/A | 49.00 | 49.00 | 49.00 | 49.00 | FC |
| GL events Oasys Consortium | Johannesburg | N/A | 80.14 | 80.14 | 80.14 | 80.14 | FC |
| Hungexpo | Budapest | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| LPR (1) | Londrina | N/A | 100.00 | 100.00 | FC | ||
| Maf Servizi | Bologne | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Museum Food | Bruxelles | N/A | 60.00 | 60.00 | 60.00 | 60.00 | FC |
| New Affinity | Bruxelles | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Oasys Innovations | Johannesburg | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Owen Brown | Derby | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Padova Fiere | Padoue | N/A | 80.00 | 80.00 | 80.00 | 80.00 | FC |
| Premiere Vision Brésil(5) | Rio de Janeiro | N/A | 74.50 | 68.25 | 74.50 | 68.25 | FC |
| Premiere Vision Inc | New-York | N/A | 100.00 | 100.00 | 49.00 | 49.00 | FC |
| Serenas | Ankara | N/A | 70.00 | 70.00 | 70.00 | 70.00 | FC |
| Slick Seatting System Spaciotempo Arquitecturas Efimeras |
Redditch Barcelone |
N/A N/A |
100.00 100.00 |
100.00 100.00 |
70.00 100.00 |
70.00 100.00 |
FC FC |
| Spaciotempo UK | Uttoxeter | N/A | 100.00 | 100.00 | 100.00 | 100.00 | FC |
| Top Gourmet (5) | Rio de Janeiro | N/A | 100.00 | 100.00 | 100.00 | 87.50 | FC |
| Traiteur Loriers | Bruxelles | N/A | 95.54 | 95.54 | 95.54 | 95.54 | FC |
| Traiteur Loriers Luxembourg | Bruxelles | N/A | 70.00 | 70.00 | 66.88 | 66.88 | FC |
| World Forum | La Haye | N/A | 95.00 | 95.00 | 95.00 | 95.00 | FC |
(1) onsolidated for the first time 2013
(2) Deconsolidated in 2013
(3) Sepel, 46.25%-held over wich GL events exercises financial and operational control, is fully consolidated.
(4) Première Vision, 49%- held over wich GL events exercises financial and operational control, is fully consolidated.
(5) Minority interests in Fagga were acquired and thus made all Brazilian subsidiaries to a detention rate of 100% except Première Vision Brésil to 74.50%
EM : Equity-accounting method
FC : Full consolidation
NOTE 3 INFORMATION BY BUSINESS
GL events' activities are organized into three business units:
GL events Live groups together the full range of business lines and services for corporate, institutional and sports events; GL events Exhibitions manages and coordinate the portfolio of 250 proprietary trade fairs;
GL events Venues manage operations for its current network of 35 event venues.
CONSOLIDATED SALES BY BUSINESS LINE
| (€ thousands) | 30/06/13 | 30/06/12 | Change | Change |
|---|---|---|---|---|
| N / N-1 | N / N-1 (%) |
|||
| GL events Live | 214,336 | 232,787 | (18,451) | (7.9%) |
| % CA Total | 49.6% | 53.5% | ||
| GL events Exhibitions | 93,923 | 76,438 | 17,485 | 22.9% |
| % CA Total | 21.7% | 17.6% | ||
| GL events Venues | 123,987 | 125,783 | (1,796) | (1.4%) |
| % CA Total | 28.7% | 28.9% | ||
| TOTAL GL EVENTS GROUP | 432,246 | 435,008 | (2,763) | (0.6%) |
OPERATING PROFIT BY BUSINESS LINE
| (€ thousands) | 30/06/13 | 30/06/12 |
|---|---|---|
| GL events Live | 6,416 | 15,433 |
| GL events Exhibitions | 13,938 | 5,420 |
| GL events Venues | 12,475 | 9,300 |
| TOTAL GL EVENTS GROUP | 32,829 | 30,153 |
INVESTMENTS
| Global services (€ thousands) |
30/06/13 | 30/06/12 |
|---|---|---|
| GL events Live | 11,729 | 41,913 |
| GL events Exhibitions | 1,761 | 106 |
| GL events Venues | 19,060 | 5,096 |
| TOTAL GL EVENTS GROUP | 32,166 | 47,115 |
ALLOWANCES AND REVERSALS FOR DEPRECIATION AND RESERVES
| Venue and event management (€ thousands) |
30/06/13 | 30/06/12 |
|---|---|---|
| GL events Live | 13,539 | 16,032 |
| GL events Exhibitions | 296 | 746 |
| GL events Venues | 5,084 | 4,241 |
| TOTAL GL EVENTS GROUP | 18,920 | 21,019 |
GOODWILL:
See note 4.1 below.
Because Europe accounts for more than 75% of Group sales, further detail for geographical segment information is not material.
NOTE 4 BALANCE SHEET INFORMATION
4.1 INTANGIBLE ASSETS
| (€ thousands) | 31/12/12 | Increases | Decreases | Translation adjustments |
Changes in Group structure/ reclassifications |
30/06/13 |
|---|---|---|---|---|---|---|
| Intangible assets | ||||||
| Goodwill – Services | 127,319 | 107 | (944) | 7,683 | 134,166 | |
| Goodwill – Exhibitions | 239,861 | 600 | (319) | 240,142 | ||
| Goodwill – Venues | 49,994 | (273) | 49,721 | |||
| Net value – goodwill | 417,175 | 707 | (1,536) | 7,683 | 424,030 | |
| Other intangible assets | 74,973 | 13,999 | (1) | (2,171) | 86,801 | |
| Amortization expenses | (31,370) | (1,512) | 265 | (128) | (32,746) | |
| Net value | 43,603 | 12,487 | (1) | (1,906) | (128) | 54,054 |
| Net intangible assets | 460,778 | 13,194 | (1) | (3,442) | 7,555 | 478,084 |
For unamortised intangible assets and goodwill, a depreciation test is carried out at least once year and whenever there is an indication of impairment. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of the asset in question and its disposal at the end of its useful life. Estimated future cash flows are based on assumptions about economic conditions and forecasts by Group management of future operating conditions.
Impairment tests are conducted at the level of Cash Generating Units (CGUs) that represent a homogeneous group of assets generating cash inflows and outflows from continuing use largely distinct from cash inflows from other groups of assets. At GL events these cash generating units correspond to the business divisions. The breakdown of CGUs is in consequence based on the Group's operating segments in line with the provisions of IFRS 8.
At 30 June 2013, the Group has not identified any indications of impairment.
| Property, plant and equipment (€ thousands) |
31/12/12 | Increases | Decreases | Translation adjustments |
Changes in Group structure/ reclassifications |
30/06/13 |
|---|---|---|---|---|---|---|
| Lands | 975 | (1) | (898) | 76 | ||
| constructions | 37,996 | 12,234 | (13) | (1,774) | 1,191 | 49,635 |
| Total | 38,971 | 12,234 | (13) | (1,775) | 293 | 49,712 |
| Amortisation | (7,224) | (173) | 13 | 9 | 603 | (6,773) |
| Net total | 31,747 | 12,061 | (1,765) | 896 | 42,939 |
4.2 PROPERTY, PLANT AND EQUIPMENT (EXCLUDING RENTAL ASSETS)
| (€ thousands) | 31/12/12 | Increases | Decreases | Translation adjustments |
Changes in Group structure/ reclassifications |
30/06/13 |
|---|---|---|---|---|---|---|
| Other tangible asset | 98,842 | 7,738 | 135 | (777) | 2,164 | 108,101 |
| Amortisation | (59,363) | (7,290) | 252 | 435 | (1,187) | (67,153) |
| Net amount | 39,479 | 448 | 387 | (342) | 976 | 40,948 |
4.3 RENTAL ASSETS
| (€ thousands) | 31/12/12 Increases Decreases | Translation adjustments |
Changes in Group structure/ reclassifications |
30/06/13 | ||
|---|---|---|---|---|---|---|
| Capitalised rental assets | 218,201 | 9,282 | (4,027) | (3,455) | 220,001 | |
| Rental inventories | 10,552 | 42 | (1) | 10,593 | ||
| Cost | 228,753 | 9,325 | (4,027) | (3,456) | 230,594 | |
| Amort. capitalised rental assets | (109,213) | (8,348) | 2,102 | 1,578 | (222) | (114,102) |
| Amort. & deprec. rental inventories |
(2,932) | (843) | 59 | (3,716) | ||
| Depreciation & amortisation | (112,145) | (9,191) | 2,102 | 1,578 | (163) | (117,818) |
| Net total | 116,608 | 134 | (1,925) | (1,878) | (163) | 112,776 |
4.4 INVESTMENTS AND OTHER NON-CURRENT ASSETS
| (€ thousands) | 31/12/12 Increases Decreases | Translation adjustments |
Changes in Group structure/ reclassifications |
30/06/13 | ||
|---|---|---|---|---|---|---|
| Available-for-sale securities | 45,691 | 59 | (396) | (20) | 69 | 45,403 |
| Deposits and guarantees | 32,891 | 750 | (2) | (96) | (33) | 33,510 |
| Depreciation | (4,421) | (4,421) | ||||
| Net total | 74,161 | 809 | (398) | (116) | 36 | 74,492 |
4.5 EQUITY-ACCOUNTED INVESTMENTS
| (€ thousands) | 30/06/13 | 31/12/12 |
|---|---|---|
| Value of securities at opening | 533 | 414 |
| Changes in consolidation scope | ||
| Dividends | (358) | (283) |
| Share of income in associates | (23) | 402 |
| Equity-accounted investments | 152 | 533 |
4.6 TRADE RECEIVABLES
| (€ thousands) | 30/06/13 | 31/12/12 |
|---|---|---|
| Trade receivables | 182,939 | 177,696 |
| Provision | (11,466) | (10,619) |
| Net trade receivables | 171,472 | 167,077 |
4.7 OTHER RECEIVABLES
| (€ thousands) | 30/06/13 | 31/12/12 |
|---|---|---|
| Advances and instalments | 18,841 | 9,392 |
| Social security receivables | 7,459 | 877 |
| Tax receivables | 35,911 | 41,501 |
| Current account advances to non-consolidated companies | 15,865 | 14,493 |
| Other trade receivables and equivalent | 11,108 | 21,851 |
| Deferred charges | 28,695 | 23,768 |
| Provisions for current accounts | (445) | (445) |
| Provisions for other receivables | (3,086) | (3,086) |
| Other receivables | 114,348 | 108,352 |
4.8 SHAREHOLDER'S EQUITY
4.8.1 Capital stock
On 30 June 2013, the share capital was €90,615,680 divided by 22,653,920 shares at €4 per share.
4.8.2 Reserves and additional paid in capital
Paid in capital represents the difference between the face value of securities issued and contributions received in cash or in kind.
| (€ thousands) | 30/06/13 |
|---|---|
| Reserves and additional paid in capital at opening | 278,789 |
| Appropriation of comprehensive income N-1 | 28,246 |
| Dividends | (13,593) |
| Impact of fair value measurement of financial documents | 1,443 |
| Share of assets contributed by non-controlling interests | (832) |
| Cancellation of treasury shares | (681) |
| Stock option expenses | 1,375 |
| Reserves and additional paid in capital | 294,746 |
4.8.3 Translation adjustments
Translation adjustments represent the difference between the historic and average exchange rates and the closing rate. At 30 June, translation adjustments represented a negative currency difference of €21,146,000 (Cf. statement of changes in shareholders' equity).
4.8.4 Treasury shares
Within the framework of the share repurchase program renewed by the General Meeting of 26 April 2013, the following transactions were undertaken during the course of 2013:
| (Number of shares) | 31/12/12 | acquisitions | disposals | 30/06/13 | |
|---|---|---|---|---|---|
| - Treasury shares | 360,956 | 43,688 | 150,635 | (1) | 254,009 |
| - Liquidity agreement | 6,152 | 151,510 | 146,133 | 11,529 | |
(1) Bonus share grants and the exercise of stock purchase options
The number of treasury shares and shares acquired in connection with a liquidity agreement totalled 265,538.
4.8.5 Analysis of capital and voting rights
At 30 June 2013, the total number of voting rights was 33,363,054.
Share capital is divided into two classes of shares, shares with single voting rights and shares with double voting rights.
The breakdown of share capital and voting rights, stock options and bonus share plans are described in the section "Information on the share capital" on pages 152 of the 2012 registration document of GL events.
To the best of the company's knowledge, share capital and voting rights broke down as follows:
| Number of shares | Percentage of capital |
Percentage of voting rights |
|
|---|---|---|---|
| Polygone | 11,913,201 | 52.59% | 64.99% |
| Sofina | 2,287,927 | 10.10% | 6.89% |
| CM CIC Capital Investissements | 1,044,924 | 4.61% | 5.89% |
| Public | 7,407,868 | 32.70% | 22.25% |
| TOTAL | 22,653,920 | 100% | 100% |
4.9 PROVISIONS FOR RETIREMENT SEVERANCE PAYMENTS
| (€ thousands) | 30/06/13 | 31/12/12 | Income statement items impacted by this recognition |
|---|---|---|---|
| Opening Balance | 7,835 | 6,375 | |
| Service costs – Benefit payments | (79) | 283 | Operating profit |
| Expense recognised under income | (79) | 283 | |
| Translation adjustments | 1,177 | ||
| Changes in consolidation scope and reclassifications |
|||
| Provisions for retirement severance payments |
7,756 | 7,835 |
4.10 COMMITMENTS AND CONTINGENCIES
| (€ thousands) | 31/12/12 | Increase | Decrease Provisions used in the period |
Reversal of unused provisions |
Translation adjustments |
Changes in Group structure / reclassifications |
30/06/13 |
|---|---|---|---|---|---|---|---|
| Provisions for employee related risks |
1,023 | 186 | (219) | (1) | (51) | 938 | |
| Provisions for tax contingencies |
406 | 17 | (1) | (63) | 359 | ||
| Other provisions | 16,922 | 708 | (732) | (36) | 521 | 17,385 | |
| Total | 18,352 | 912 | (952) | (100) | 470 | 18,682 |
4.11 LOANS AND BORROWINGS
| (€ thousands) | 31/12/12 | Increase | Decrease | Translation adjustments |
Changes in Group structure/ reclassifications |
30/06/13 |
|---|---|---|---|---|---|---|
| Non-current borrowings | 357,119 | 37,066 | (22,387) | (2,576) | 1,282 | 370,502 |
| Financial instruments | 8,234 | (2,164) | 6,070 | |||
| Long term financial debt (1) |
365,352 | 37,066 | (24,551) | (2,576) | 1,282 | 376,572 |
| Short term bank loans | 14,907 | 8,961 | (47) | 23,821 | ||
| Total Loans and borrowings |
380,259 | 46,027 | (24,551) | (2,576) | 1,234 | 400,393 |
| Marketable investments securities |
(72,487) | (39,073) | 325 | (111,235) | ||
| Bank and cash | (80,435) | 32,313 | 2,044 | (103) | (46,180) | |
| Cash and cash equivalents | (152,922) | (6,760) | 2,369 | (103) (157,416) | ||
| Net debt | 227,338 | 39,267 | (24,551) | (207) | 1,132 | 242,977 |
| (1) At 30/06/2013 |
Non current loans and borrowings Current loans and borrowings |
262,822 113,750 |
4.12 OTHER LIABILITIES
| (€ thousands) | 30/06/13 | 31/12/12 |
|---|---|---|
| Current accounts and Payables on fixed assets | 37,368 | 2,807 |
| Other payables | 31,605 | 14,397 |
| Prepaid income | 61,822 | 108,641 |
| Total | 130,795 | 125,845 |
NOTE 5 INCOME STATEMENT INFORMATION
5.1 OTHER OPERATING INCOME
"Other operating income" breaks down as follows:
| (€ thousands) | 30/06/13 | 30/06/12 |
|---|---|---|
| Reversals/ provisions | 269 | 510 |
| Investment grants | 810 | 470 |
| Other income | 218 | 1,795 |
| Total | 1,297 | 2,775 |
5.2 RAW MATERIALS, CONSUMABLES AND OTHER EXTERNAL CHARGES
| (€ thousands) | 30/06/13 | 30/06/12 |
|---|---|---|
| Raw materials and consumables | (33,367) | (30,608) |
| Subcontracting and external personnel | (128,835) | (131,251) |
| Equipment property rental | (40,031) | (44,644) |
| Travel and entertainment expenses | (13,538) | (17,288) |
| Other purchases and external charges | (48,057) | (45,294) |
| Total | (263,828) | (269,085) |
5.3 OTHERS OPERATING EXPENSES
Others operating expenses breaks down as follow:
| (€ thousands) | 30/06/13 | 30/06/12 |
|---|---|---|
| Gain or loss in value of fixed assets disposals | 829 | (566) |
| Others incomes and others charges | (2,285) | (1,438) |
| Others operating expenses | (1,456) | (2,004) |
5.3 NET FINANCIAL INCOME (EXPENSE)
| (€ thousands) | 30/06/13 | 30/06/12 |
|---|---|---|
| Net income from the sale of marketable securities | 884 | 1,274 |
| Other interests and similar income | 1,605 | 965 |
| Interest expense | (5,434) | (4,363) |
| Net interest expense | (2,945) | (2,124) |
| Reserves written back to income | 47 | 191 |
| Financial income from participating interests | 172 | 734 |
| Currency gains | (192) | (367) |
| Currency losses | (260) | (2,807) |
| Allowances for amortisation and reserves | (233) | (2,249) |
| Other financial income and expense | (3,178) | (4,373) |
5.4 CORPORATE INCOME TAX
In accordance with IAS 34, the effective rate is 33% projected
NOTE 6 OFF BALANCE SHEET COMMITMENTS
6.1 COMMITMENTS
| Categories of commitments (€ thousands) | 30/06/13 |
|---|---|
| Commitments given | |
| - Medium-term guarantees | 5,237 |
| - Joint security, miscellaneous guarantees | |
| Commitments received | 40 |
In compliance with the principles for preparing notes to consolidated financial statements that include only Group commitments to third parties and unconsolidated companies, off-balance sheet commitments existing between consolidated companies are eliminated like inter-company transactions and balances.
6.2 CONCESSION ROYALTIES AND PROPERTY LEASE PAYMENTS – NON-CANCELLABLE PORTIONS
As there have been no material changes with respect to these commitments as of 30 June 2013, refer to note 8.2 page 124 of the 2012 registration document.
6.3 DEBT GUARANTEED BY COLLATERAL
| Items (€ thousands) | Guaranteed debt | Nature of the guarantee |
|---|---|---|
| - Bank guarantees | 658 | Pledge of financial instruments |
6.4 OTHER INVESTMENT COMMITMENTS
Investment commitments by maturity are analysed below:
| (€ thousands) | < 1 year | 1 - 5 years | > 5 years |
|---|---|---|---|
| Capital expenditure commitments | 6,704 | 10,631 | 12,223 |
NOTE 7 OTHER RISKS
The policy for managing bank risks described in page 55 of the 2012 registration document remains unchanged on 30 June 2013.
Risks relating to bank covenants
87% of medium to long-term loans are subject to conditions imposed by covenants. The medium-term Club Deal that alone accounts for 24% of non-current borrowings is subject to compliance with the following covenant ratios:
- o Gearing: net debt/equity ≤ 120%
- o Leverage: net debt/ EBITDA ≤ 3
At 30 juin 2013, GL events Group was in compliance with these covenants.
GL events negotiated terms for new loan agreements in 2011 providing for leverage of up to 3.5. However, the cross default clauses of our credit facilities provide for compliance with a ratio of 3 for leverage until the Club deal's term in December 2015.
NOTE 8 INFORMATION ON RELATED PARTIES TRANSACTIONS
The consolidated financial statements include all companies within the scope of consolidation (cf. note 2). Société Polygone SA is the parent company. Related party transactions concerned primarily management services invoiced by Polygone SA to GL events, where Olivier Ginon, Olivier Roux and Erick Rostagnat served as directors for both companies, and property rental costs invoiced by Foncière Polygone to the group, with Olivier Ginon serving as chairman, Gille Gouedard Compte and Erick Rostagnat as managing directors of this company.
There exist no other commitments concerning retirement or equivalent benefits in favour of other members or former members of the Board of Directors and corporate executives. In addition, no advances or loans have been granted to Board of Directors members and corporate executives.
Summary of transactions with related parties in first half year 2013:
| Nature | Income (expenses) |
|---|---|
| General management services | (1,303) |
| Travel allowances and expenses, insurance | 249 |
| Property lease payments and land taxes | (8,475) |
| Balance at 30/06/2013 |
|
| Security deposit (1) | 22,538 |
| Customer | 202 |
| Current account | (16,080) |
| Supplier | (3,083) |
(1) Rent deposit guarantees correspond to one year's rent.
MANAGEMENT DISCUSSION AND ANALYSIS
1 2013 INTERIM REVIEW OF OPERATIONS
With strong commercial momentum and despite a high comparison base, the Group registered satisfactory sales in the 2013 second quarter with growth of 7% (3.1% like-for-like). Based on this second-quarter performance, revenue for the first half came to €432.2 million, remaining steady overall in relation to the prior year.
Whereas in the 2012 first half the Group had recorded revenue of €40 million from the London Olympic Games, in the first six months of this year GL events strengthened positions in strategic growth regions for recurrent business, with gains of 29% in Turkey, 73% in Brazil and 86% in South Africa. Double-digit gains were also achieved in China and the Middle East.
| 30/06/13 | 30/06/12 | Change | Change N / N-1 |
|---|---|---|---|
| N / N-1 | (%) | ||
| 214,336 | 232,787 | (18,451) | (7.9%) |
| 49.6% | 53.5% | ||
| 93,923 | 76,438 | 17,485 | 22.9% |
| 21.7% | 17.6% | ||
| 123,987 | 125,783 | (1,796) | (1.4%) |
| 28.7% | 28.9% | ||
| 432,246 | 435,008 | (2,763) | (0.6%) |
The breakdown of net sales by major business line was as follows:
Overall, Group profitability increased in the 2013 first half, benefiting from cost-containment measures in Europe and growing contributions of emerging countries in the regional mix. Consolidated operating profit amounted to €32.8 million with an operating margin of 7.6%, up 70 basis points.
GL events Live had revenue in the first half of €214.3 million (-7.9%) for an operating profit of €6.4 million and an operating margin declining 3.6 points to 3%. The margin is lower for Structures and Grandstands in the first six months, and expected to improve in the second half.
GL events Exhibitions had revenue of €93.9 million, up 22.9%, achieving very robust growth in operating profit of €13.9 million with an operating margin of 14.8% (+7.7 points). All major trade shows in the food industry segment, and notably SIRHA, the International Hotel, Catering and Food Trade Exhibition held in Lyon, and the textile industry with Première Vision and its international spin-off events, were significant contributors to the performance of this business unit.
GL events Venues had revenue of €124 million, remaining stable like-for-like. The operating margin came to 10% for this business unit with improved contributions from Paris venues.
The breakdown of operating profit by major business line was as follows:
| (€ thousands) | 30/06/13 | 30/06/12 |
|---|---|---|
| GL events Live | 6,416 | 15,433 |
| GL events Exhibitions | 13,938 | 5,420 |
| GL events Venues | 12,475 | 9,300 |
| TOTAL GL EVENTS GROUP | 32,829 | 30,153 |
> MANAGEMENT DISCUSSION AND ANALYSIS
Net financial expense declined to €3.2 million (from reductions in average debt and rates), earnings before tax came to €29.7 million (up 15%) and net income to €19.8 million (up 9.7%). Net income attributable to the Group amounted to €16.4 million, given the higher amount attributable to the non-controlling interests in odd years.
The Group achieved further growth in cash flow(2) to reach €51.7 million in the first half.
At 30 June 2013, the net source of funds (negative working capital) amounted to €80.9 million, net financial debt €243 million and equity €414 million, with gearing well under control at 0.59.
2 POST-CLOSING EVENTS
-
The Group was awarded a 30-year management concession for the Sao Paulo Imigrantes Exhibition Centre following a call for tenders. This exhibition site, completed by an office complex, a 250-room hotel and a new convention centre is expected to generate revenue of €1.5 billion over the term of the concession, thus becoming Sao Paulo's leading exhibition centre.
-
With its engineering expertise for temporary structures, the Group designed for the Australian province of New South Wales an 18,000 m² (193,750 sq. ft.) temporary exhibition centre for use over the next three years, without a financial impact in the first half. This project, with revenue expected of €10 million, offers another illustration of the Group's high capacity for innovation and proposing solutions adapted to the needs of local authorities.
-
Première Vision has expanded by acquiring five events in the universe of fashion (including Zoom, Made in France, Fatex) from Eurovet, an organiser of trade shows for the lingerieswimwear sector. The number of annual trade shows managed by Première Vision has thus increased from 24 to 32. The acquisition of the eight editions of Eurovet trade shows will enable Première Vision to increase its annual revenue by an additional €5 million and strengthens its positions in a sector where it occupies a leadership position.
-
In addition, on 11 July, the Group announced the successful private placement of a 6-year €50 million bond issue. GL events is in this way continuing to diversify its funding sources and lengthening its debt maturity profile in accordance with its objective to align long-term resources with long-term event assets.
3 OUTLOOK AND UNCERTAINTIES
In the second half of 2013, in addition to services provided for sports and cultural events and the organisation of conventions (particularly in Turkey) and recurrent trade shows, GL events will be the host and/or organiser of the World Youth Day Rio, the Francophone Games of Nice and the Gartner Symposium/ITxpo in Barcelona.
The Brazilian teams of the Live, Venues and Exhibitions business units will also actively contribute to preparatory work for the 2014 FIFA World Cup and the integration of the new site of Sao Paulo.
Based on the current order book, the Group confirms its target for annual growth in consolidated revenue exceeding 2% for 2013, or more than 4% in the second half.
RESPONSIBILITY STATEMENT FOR THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
"To the best of my knowledge, and in accordance with applicable reporting principles for interim financial reporting, the interim consolidated financial statements of GL events for the period ending 30 June 2013 give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the interim management statement includes a fair view of material events having occurred in the first six months, their impact on the interim financial statements, the main transactions with related parties and a description of the key risks and uncertainties for the remaining six months.
The report on interim financial statement at page 25 include the following observation: Without qualifying the conclusion expressed above, we draw attention to Note 1, Principles and methods of consolidation of the notes to condensed consolidated financial statements which describes the change in accounting policy on the application of amended IAS 19 Employee Benefits"
Brignais, 30 juillet 2013
Olivier Ginon Chairman of the Board of Directors
AUDITORS' REPORT ON THE PRESENTATION OF 2013 INTERIM FINANCIAL INFORMATION
The English version of the interim financial statements has not been audited by the Statutory Auditors. This is a free translation into English of the statutory auditors' report issued in the French language and is consequently provided solely for the convenience of English speaking readers. Only the original French version of the Statutory Auditors' report is legally binding.
To the shareholders,
In our capacity as Statutory Auditors, and in accordance with Article L 232-7 of the French commercial code, and L. 451-1-2 III of the French monetary and financial code, we performed:
A limited review of the attached consolidated interim financial statements of GL events for the six-month from 1 January to 30 June 2013;
A verification of the information given in the interim management report.
These interim financial statements are prepared under the responsibility of, and have been approved by, the Board of Directors. It is our responsibility, on the basis of our review, to present our opinion on these financial statements.
1. Conclusion on financial statements
We conducted our review in accordance with professional standards applicable in France. These standards require that we perform limited procedures to obtain reasonable assurance, below the level resulting from a full audit, that the interim consolidated financial statements do not contain any material misstatements. These procedures that involve principally meeting with management and conducting an analytical review thus provide a lower level of assurance than an audit and consequently do not result in the issuance of an audit opinion.
Based on our limited review, nothing has come to our attention to suggest that the condensed interim financial statements do not comply with IAS 34, the IFRS as adopted by the European Union governing interim financial reporting.
Without qualifying the conclusion expressed above, we draw attention to Note 1, "Principles and methods of consolidation" of the notes to condensed consolidated financial statements which describes the change in accounting policy on the application of amended IAS 19 "Employee Benefits".
2. Specific verifications
We have also reviewed the information given in the interim report accompanying the consolidated financial statements that were the subject of our limited review.
We have nothing to report with respect to the fairness of such information and its conformity with the financial statements.
Villeurbanne and Oullins, 25 July 2013
The Statutory Auditors, [French original signed by]
MAZARS MAZA SIMOENS Eric Gonzalez Michel Maza