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GL events Interim / Quarterly Report 2014

Sep 3, 2014

1368_ir_2014-09-03_4460ba13-30e5-4717-867b-e4a4379d5050.pdf

Interim / Quarterly Report

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2014

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 2014

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 10
Note 4 Balance sheet information 11
Note 5 Income statement information 16
Note 6 Off-balance sheet commitments and other contingencies 17
Note 7 Information on related parties transactions 18
MANAGEMENT DISCUSSION AND ANALYSIS 19
RESPONSIBILITY STATEMENT 22
AUDITORS'REPORT ON THE INTERIM FINANCIAL STATEMENTS 23
ASSETS
(€ thousands)
Notes 30/06/2014 31/12/2013
Goodwill 4.1 446,663 429,487
Other intangible assets 4.1 50,423 47,484
Property, plant and equipment 4.2 85,268 58,683
Other tangible fixed assets 4.2 41,794 44,042
Rental assets 4.3 96,289 86,896
Investments and other non-current assets 4.4 75,890 75,992
Equity-accounted investments 46
Deferred tax assets 23,264 22,592
NON-CURRENT ASSETS 819,591 765,222
Inventories and work-in-progress 39,727 43,715
Trade receivables 4.5 196,080 147,732
Other receivables 4.6 123,286 109,214
Marketable securities 4.10 171,510 201,770
CURRENT ASSETS 530,603 502,431
TOTAL 1 350,194 1 267,653
SHAREHOLDERS'
(€ thousands)
EQUITY & LIABILITIES
Notes 30/06/2014 31/12/2013
Share capital 4.7 90,616 90,616
Reserves and additional paid-in capital 4.7 275,816 280,497
Translation adjustments 4.7 (27,983) (33,469)
Net income for the period 5 19,745 10,104
Shareholders' equity, Group's share 358,194 347,747
Non-controlling interests 29,302 32,169
TOTAL SHAREHOLDER' EQUITY 387,495 379,916
Commitments and contingencies 4.8 7,805 7,870
Deferred tax liabilities 3,916 3,732
Non-current borrowings 4.10 349,212 353,915
NON-CURRENT LIABILITIES 360,934 365,517
Commitments and contingencies 4.9 17,902 17,943
Current borrowings 4.10 107,338 93,378
Short-term bank loans 4.10 47,141 17,610
Advances and down-payments on outstanding orders 17,778 12,497
Trade payables 155,961 142,679
Tax and employee-related liabilities 88,347 86,696
Other liabilities 4.11 167,296 151,418
CURRENT LIABILITIES 601,765 522,221
TOTAL 1 350,194 1 267,653

> INCOME STATEMENT

(€ thousands) Notes 30/06/2014
6 months
30/06/2013
6 months
Sales 3 464,710 432,246
Other operating income 5.1 1,212 1,297
Operating income 465,921 433,543
Raw materials and consumables 5.2 (28,226) (33,367)
External charges 5.2 (257,559) (230,461)
Taxes and similar payments (14,819) (10,538)
Personnel expenses & employee profit sharing (100,869) (102,684)
Allowances for depreciation and reserves (24,468) (22,208)
Other operating expenses 5.3 (2,075) (1,456)
Operating expenses (428,017) (400,714)
OPERATING PROFIT 3 37,904 32,829
Net interest expense 5.4 (4,936) (2,945)
Other financial income and expense 5.4 (420) (233)
NET FINANCIAL EXPENSE 5.4 (5,357) (3,178)
PRE-TAX INCOME 32,547 29,651
Income tax (11,392) (9,785)
INCOME OF FULLY-CONSOLIDATED COMPANIES 21,156 19,866
Net income from equity-accounted investments (434) (23)
NET INCOME BEFORE NON-CONTROLLING
INTERESTS
20,722 19,843
Non-controlling interests 977 3,408
NET INCOME 19,745 16,435
Average number of shares 22,653,920 22,653,920
Net earnings per share (in euros) 0.87 0.73
NET INCOME BEFORE NON-CONTROLLING
INTERESTS
20,722 19,843
Impact of fair value measurement of financial documents (1,245) 1,443
Total items transferable to profit and loss (1,245) 1,443
Actuarial gains and losses (316) 0
Currency translation adjustments 5,508 (6,079)
Total items not transferable to profit and loss 5,192 (6,079)

TOTAL COMPREHENSIVE INCOME 24,669 15,207 Total comprehensive income attributable to non-controlling interests 997 3,149 Total comprehensive income attributable to equity holders of the parent 23,672 12,058

> CASH FLOW STATEMENT

(€ thousands) 30/06/2014
6 months
30/06/2013
6 months
31/12/2013
12 months
Cash and cash equivalents at the beginning of the year 184,160 138,014 138,014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 19,745 16,435 10,104
Adjustments to reconcile profit (loss) to net cash
provided by operating activities:
Depreciation and provisions 16,471 18,920 44,728
Unrealised gains and losses from fair value adjustments 267
Expense and income in connection with stock options 1,396 (669) 89
Gains and losses on disposals of fixed assets (84) 457 1,712
Non-controlling interests in consolidated subsidiaries' net
income
977 3,408 4,538
Net income of companies consolidated by the equity method 434 383 1,157
Operating cash flows 38,938 38,934 62,595
Net interest expense 4,936 2,945 7,232
Income tax and deferred tax 11 392 9,785 16,070
Operating cash flows before net interest expense and
income tax
55,266 51,664 85,895
Income tax paid (8,739) (7,602) (18,551)
Change in inventories 4,838 (868) (3,552)
Change in accounts receivable, deferred income (27,847) (24,171) 9,448
Change in accounts payable, deferred charges (20,819) 8,064 4,054
Other changes 142 5,969 3,436
Changes in working capital requirements (43,686) (11,006) 13,386
Net cash provided by operating activities (A) 2,841 33,056 80,732
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of PPE and rental assets (9,529) (2,940) (8,574)
Acquisition of intangible fixed assets (43,065) (29,254) (67,543)
Disposal of tangible and intangible assets 376 28 1,710
Acq. of investments and other non-current assets (1,813) (2,211) (5,312)
Disposal of investments and other non-current assets 1,634 773
Net cash flows from the acquisition and disposal of
subsidiaries
(7,670) (6,551) (8,201)
Net cash used in investing activities (B) (60,067) (40,928) (87,147)
NET CASH FROM FINANCING ACTIVITIES
Capital Increase
Dividends paid to shareholders (13,099)
Dividends paid to the non-controlling shareholders of the (10,573)
consolidated companies
Other changes in equity 2 (20) (6,711)
Net variance of loan
Net variance of loan interest expense
672
(4,936)
8,739
(2,945)
92,953
(7,232)
Net cash provided by financing activities (C) (4,261) 5,744 58,312
Effect of exchange rate fluctuations on cash (D) 1,696 (2,322) (5,751)
Net change in cash and cash equivalents (A+B+C+D) (59,792) (4,420) 46,146
Closing cash and cash equivalents 124,369 133,594 184,160
Number Group before non-controlling interests 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
Balance as of 31/12/2012 22,654 90,616 172,638 97,090 21,980 382,325 31,850 414,175
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
Capital Increase
Appropriation of comprehensive income
N-1
Distribution of dividends 494 494 (577) (83)
Stock option expenses 324 324 324
Cancellation of treasury shares (1,603) (1,603) (1,603)
Share of assets contributed by non
controlling interests
(13,470) (13,470) (875) (14,345)
Comprehensive income (18,649) (18,649) 251 (18,398)
Balance as of 31/12/2013 22,654 90,616 172,638 91,085 (6,591) 347,747 32,169 379,916
Appropriation of comprehensive income
N-1
(6,591 6,591
Distribution of dividends (13,677) (13,677) (3,025) (16,702)
Stock option expenses 669 669 669
Cancellation of treasury shares (657) (657) (657)
Share of assets contributed by non
controlling interests
392 392 (839) (446)
Other variance 48 48 48
Comprehensive income 23,672 23,672 997 24,669
Balance as of 30/06/2014 22,654 90,616 172,638 71,268 23,672 358,194 29,302 387,496

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 2 September 2014.

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 2013 registration document filed with the French financial market authority (AMF) on 4 April 2014 under number D14-0285, except for the income tax and participation that are determined on the basis of a projection for the year (see Note 5.5).

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 2013 and whose application was mandatory as of 1 January 2014.

Adoption by the European Union's of the following standards and interpretations whose application became mandatory for periods commencing on or after 1 January 2014 has no impact on the Group's consolidated financial statements: IFRS 10 & amendments: Consolidated Financial Statements IFRS 11 & amendments: Partnerships (retrospective application) IFRS 12 & amendments: Disclosure of Interests in Other Entities IAS 27R: Separate Financial Statements IAS 28R: Investments in associates and joint ventures Amendment to IAS 27: Separate Financial Statements Amendment to IAS 32: Presentation of Financial Statements Amendment to IAS 36: Impairment of Assets Amendment to IAS 28: Investments in Associates and Joint Ventures

These new laws have not had a material impact on the results and financial position of the group.

NOTE 2 – CONSOLIDATED COMPANIES

Changes in consolidated companies in the period were as follows:

Subsidiaries Date of consolidation or deconsolidation
GL events Field & Lawn First-time consolidation on 1 January 2014

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 Place of Company
Trade
% %
registration or
incorporation
Registry
number
2014 2013 2014 2013
Parent company
GL events
French subsidiaries
Brignais 351 571 757
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 (5) Brignais 518 247 283 100.00 100.00 FC
Auvergne Evénements Cournon d'Auvergne 449 076 900 59.00 59.00 59.00 59.00 FC
Auvergne Evénements Spectacles Cournon d'Auvergne 449 077 767 100.00 100.00 59.00 59.00 FC
Bleu Royal Paris 750 800 625 70.00 70.00 70.00 70.00 FC
Brelet Saint-Sébastien 857 803 084 100.00 100.00 100.00 100.00 FC
Brelet Centre Europe Strasbourg 437 742 059 100.00 100.00 100.00 100.00 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
Comuniquez (6) Lyon 384 121 125 75.00 100.00 75.00 100.00 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
Live ! by GL events (5) Paris 780 153 862 100.00 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 Suresnes 309 121 788 49.00 49.00 49.00 49.00 FC
Omnivore (4) Paris 450 370 929 50.00 50.00 FC
Package (5) 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 (2) Lyon 403 131 956 49.00 49.00 49.00 49.00 FC
Première Vision Manufacturing Lyon 794 336 438 49,00 49,00 49,00 49,00 FC
Profil
Ranno Entreprise
Lyon
Chilly Mazarin
378 869 846
391 306 065
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
FC
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 Metz 790 342 497 100.00 100.00 100.00 100.00 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 (2) 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 (3) Toulouse 752 926 923 99.00 49.00 99.00 49.00 FC
Toulouse Expo Toulouse 580 803 880 90.23 90.23 90.23 90.23 FC
Vachon Gentilly 343 001 772 85.00 85.00 85.00 85.00 FC
Companies Place of
registration or
Company
trade
registry
Controlling interest
%
% Ownership interest
incorporation number 2014 2013 2014 2013
Foreign subsidiaries
Adors Ankara N/A 76.00 76.00 76.00 76.00 FC
Aedita Latina Rio de Janeiro N/A 100.00 100.00 100.00 87.50 FC
Ankara Uluslararasi Kongre Ankara N/A 76.00 76.00 76.00 76.00 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) Rio de Janeiro N/A 100.00 100.00 100.00 100.00 FC
Frame Ankara N/A 76.00 76.00 76.00 76.00 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 Rio de Janeiro N/A 100.00 100.00 100.00 100.00 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 Rio de Janeiro N/A 100.00 100.00 100.00 100.00 FC
GL events Empredimentos Immobiliaro 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 Field&Lawn (1) Scotland N/A 82.50 82.50 FC
GL events Food Turquie Ankara N/A 76.00 76.00 76.00 76.00 FC
GL events Fuarcilk Ankara N/A 76.00 76.00 76.00 76.00 FC
GL events Hong Kong Hong Kong N/A 85.00 85.00 85.00 85.00 FC
GL events Immigrantes São Paulo N/A 100,00 100,00 100,00 100,00 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 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 76.00 76.00 76.00 76.00 FC
GL events USA New-York N/A 100.00 100.00 100.00 100.00 FC
GL events Vostok Moscou N/A 100.00 100.00 100.00 100.00 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 100.0 100.0 100.0 100.0 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 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 69.39 69.39 69.39 69.39 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 Rio de Janeiro N/A 74.50 74.50 74.50 74.50 FC
Premiere Vision Inc New-York N/A 100.00 100.00 49.00 49.00 FC
Serenas Ankara N/A 76.00 76.00 76.00 76.00 FC
Slick Seatting System Redditch N/A 100.00 100.00 70.00 70.00 FC
Spaciotempo Arquitecturas Efimeras
Spaciotempo UK
Barcelone
Uttoxeter
N/A
N/A
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
FC
FC
Top Gourmet 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) Consolidated for the first time 2014

(2) Sepel, 46.25%-held over wich GL events exercises financial and operational control, is fully consolidated.

(3) Participation in society Toulouse events was increased to 99%

(4) The company Omnivore was merged into GL events Exhibitions at 31 December 2013

(5) Complete transfer of assets and liabilities of Alice and Package to Market Place which becomes company Live! by GL events

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 300 proprietary trade fairs; GL events Venues manage operations for its current network of 37 event venues.

CONSOLIDATED SALES BY BUSINESS LINE

(€ thousands) 30/06/14 30/06/13 Change Change
N / N-1
N / N-1 (%)
GL events Live 257,536 214,336 43,201 20.2%
GL events Exhibitions 78,503 93,923 (15,420) (16.4%)
GL events Venues 128,671 123,987 4,683 3.8%
TOTAL GL EVENTS GROUP 464,710 432,246 32,464 7.5%

OPERATING PROFIT BY BUSINESS LINE

(€ thousands) 30/06/14 30/06/13
GL events Live 24,514 6,416
GL events Exhibitions 5,471 13,938
GL events Venues 7,919 12,475
TOTAL GL EVENTS GROUP 37,904 32,829

INVESTMENTS

Global services
(€ thousands)
30/06/14 30/06/13
GL events Live 12,771 11,346
GL events Exhibitions 9,939 1,761
GL events Venues 29,507 19,060
TOTAL GL EVENTS GROUP 52,218 32,166

ALLOWANCES AND REVERSALS FOR DEPRECIATION AND RESERVES

Venue and event management
(€ thousands)
30/06/14 30/06/13
GL events Live 12,094 13,539
GL events Exhibitions (233) 296
GL events Venues 4,609 5,084
TOTAL GL EVENTS GROUP 16,471 18,920

GOODWILL:

See note 4.1 below.

Because Europe accounts for more than 63% of Group sales, further detail for geographical segment information is not material.

NOTE 4 BALANCE SHEET INFORMATION

4.1 INTANGIBLE ASSETS

(€ thousands) 31/12/13 Increases Decreases Translation
adjustments
Changes in
Group
structure/
reclassifications
30/06/14
Intangible assets
Goodwill – Services 143,688 48 2,213 145,949
Goodwill – Exhibitions 236,116 15,000 530 251,647
Goodwill – Venues 49,683 0 (616) 49,067
Net value – goodwill 429,487 15,048 2,127 446,663
Other intangible assets 81,966 1,029 (196) 3,159 1,434 87,391
Amortization expenses (34,483) (2n192) 145 (439) (1) (36,969)
Net value 47,484 (1,163) (51) 2,720 1,433 50,423
Net intangible assets 476,971 13,886 (51) 4,847 1,433 497,086

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 2014, the Group has not identified any indications of impairment.

4.2 PROPERTY, PLANT AND EQUIPMENT

Property, plant and
equipment (€
thousands)
31/12/13 Increases Decreases Translation
adjustments
Changes in
Group
structure/
reclassifications
30/06/14
Lands 76 (2) 74
constructions 67,629 22,781 4,486 94,896
Total 67,705 22,781 4,484 94,970
Amortisation (9,022) (545) (136) (9,702)
Net total 58,683 22,236 4,348 85,268

4.3 OTHER TANGIBLE AND RENTAL ASSETS

(€ thousands) 31/12/13 Increases Decreases Translation
adjustments
Changes in
Group structure/
reclassifications
30/06/14
Other tangible assets 107,625 9,241 (955) 1,085 (6,561) 110,436
Capitalised rental assets 206,567 12,213 (1,330) 2,508 5,149 225,107
Cost 314,192 21,454 (2,285) 3,593 (1,412) 335,543
Amort.of tangible assets (63,583) (6,387) 954 (222) 598 (68,641)
Amort. of capitalised rental
assets
(119,672) (8,441) 1,162 (1,254) (615) (128,819)
Depreciation & amortisation (183,255) (14,828) 2,116 (1,476) (17) (197,460)
Net total 130,937 6,626 (169) 2,117 (1,429) 138,083

4.4 INVESTMENTS AND OTHER NON-CURRENT ASSETS

(€ thousands) 31/12/13 Increases Decreases Translation
adjustments
Changes in
Group structure/
reclassifications
30/06/14
Available-for-sale securities 45,735 223 (427) 8 (200) 45,338
Deposits and guarantees 33,809 1,518 (1,024) (200) 34,104
Depreciation (3,552) (3,552)
Net total 75,992 1,741 (1,451) (192) (200) 75,890

4.5 TRADE RECEIVABLES

(€ thousands) 30/06/14 31/12/13
Trade receivables 208,796 159,186
Provision (12,717) (11,454)
Net trade receivables 196,080 147,732

4.6 OTHER RECEIVABLES

(€ thousands) 30/06/14 31/12/13
Advances and instalments 12,311 6,783
Social security receivables 6,694 1,132
Tax receivables 43,396 46,937
Current account advances to non-consolidated companies 16,041 14,873
Other trade receivables and equivalent 15,608 14,884
Deferred charges 30,714 25,576
Provisions for current accounts (801) (745)
Provisions for other receivables (676) (226)
Other receivables 123,286 109,214

4.7 SHAREHOLDER'S EQUITY

4.7.1 Capital stock

On 30 June 2014, the share capital was €90,615,680 divided by 22,653,920 shares at €4 per share.

4.7.2 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) 30/06/14
Reserves and additional paid in capital at opening 280,496
Appropriation of comprehensive income N-1 10,104
Dividends (13,677)
Impact of fair value measurement of financial documents (1,245)
Share of assets contributed by non-controlling interests 392
Amendment IAS 19 (314)
Cancellation of treasury shares (658)
Stock option expenses 669
Other variance 48
Reserves and additional paid in capital 275,816

4.7.3 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 €27,983,000 (Cf. statement of changes in shareholders' equity).

4.7.4 Treasury shares

Within the framework of the share repurchase program renewed by the General Meeting of 25 April 2014, the following transactions were undertaken during the course of 2014:

(Number of shares) 31/12/13 acquisitions disposals 30/06/14
- Treasury shares 263,466 50,000 (34,087) 279,379
- Liquidity agreement 5,154 139,911 (139,065) 6,000

The number of treasury shares and shares acquired in connection with a liquidity agreement totalled 285,379.

4.7.5 Analysis of capital and voting rights

At 30 June 2014, the total number of voting rights was 33,618,621.

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 134 of the 2013 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 SA 12,002,201 52.98% 65.42%
Sofina 2,287,927 10.10% 6.80%
CM CIC Capital Investissements 1,044,924 4.61% 5.80%
Public 7,318,868 32.31% 21.98%
TOTAL 22,653,920 100% 100%

4.8 PROVISIONS FOR RETIREMENT SEVERANCE PAYMENTS

(€ thousands) 30/06/14 31/12/13 Income statement items
impacted by this recognition
Opening Balance 7,870 7,835
Service costs – Benefit payments (653) 207 Operating profit
Expense recognised under income (653) 207
Translation adjustments 542 (172)
Changes in consolidation scope and
reclassifications
46
Provisions for retirement severance
payments
7,805 7,870

4.9 COMMITMENTS AND CONTINGENCIES

Decrease Changes in Group
(€ thousands) 31/12/13 Increase Provisions
used in the
period
Reversal
of unused
provisions
Translation
adjustments
structure /
reclassifications
30/06/14
Provisions for employee
related risks
796 472 (382) 147 1,033
Provisions for tax
contingencies
6 (6) 0
Equity-accounting method 112 281 393
Other provisions (*) 17,141 935 (1,468) 14 (146) 16,476
Total 17,943 1,519 (1,856) 14 282 17,902

(*) A provision of € 15.7 million for country risk was established in 2011 at the request of the Board, following the suspension by the Organising Committee and the Delhi Development Authority of payments to suppliers as part of the Commonwealth Games that were held in 2010 in India. There have been no significant developments in the first half.

4.10 LOANS AND BORROWINGS

(€ thousands) 31/12/13 Increase Decrease Translation
adjustments
Changes in
Group
30/06/14
structure/
reclassifications
Non-current borrowings 438,571 71,418 (73,317) 4,117 440,788
Financial instruments 5,960 1,867 7,827
Other loans and borrowings 2,762 6,463 (1,337) 46 7,934
Long term financial debt
(1)
447,293 79,748 (74,654) 4,163 456,550
Short term bank loans 17,610 29,341 190 47,141
Total Loans and
borrowings
464,903 109,090 (74,654) 4,353 503,691
Marketable investments
securities
(75,329) 27,094 (51) (48,286)
Bank and cash (126,441) 5,106 (1,846) (43)
(123,224)
Cash and cash equivalents (201,770) 32,200 (1,897) (43) (171,510)
Net debt 263,133
141,290
(74,654)
2,456
(43)
332,181
(1)
At 30/06/2014
Non current loans and borrowings 349,212
Current loans and borrowings 107,338

4.11 OTHER LIABILITIES

(€ thousands) 30/06/14 31/12/13
Current accounts and Payables on fixed assets 22,198 7,114
Other payables 54,573 45,930
Prepaid income 90,525 98,374
Total 167,296 151,418

NOTE 5 INCOME STATEMENT INFORMATION

5.1 OTHER OPERATING INCOME

"Other operating income" breaks down as follows:

(€ thousands) 30/06/14 30/06/13
Investment grants 1,212 810
Other income 487
Total 1,212 1,297

5.2 RAW MATERIALS, CONSUMABLES AND OTHER EXTERNAL CHARGES

(€ thousands) 30/06/14 30/06/13
Raw materials and consumables (28,226) (33,367)
Subcontracting and external personnel (135,575) (128,835)
Equipment property rental (46,985) (40,031)
Travel and entertainment expenses (17,198) (13,538)
Other purchases and external charges (57,800) (48,057)
Total (285,785) (263,828)

5.3 OTHERS OPERATING EXPENSES

Others operating expenses breaks down as follow:

(€ thousands) 30/06/14 30/06/13
Gain or loss in value of fixed assets disposals (44) 829
Others incomes and others charges (2,031) (2,285)
Others operating expenses (2,075) (1,456)

5.4 NET FINANCIAL INCOME (EXPENSE)

(€ thousands) 30/06/14 30/06/13
Net income from the sale of marketable securities 473 884
Interest expense (5,409) (3,829)
Net interest expense (4,936) (2,945)
Financial income from participating interests 12 47
Currency gains/losses (119) 20
Allowances for depreciation and reserves (313) (260)
Other financial income and expense (420) (233)
Net financial income (5,357) (3,178)

5.5 CORPORATE INCOME TAX

In accordance with IAS 34, the effective rate is 35% projected

NOTE 6 OFF BALANCE SHEET COMMITMENTS

6.1 COMMITMENTS

Categories of commitments (€ thousands) 30/06/14
Commitments given
- Medium-term guarantees 1,444
- Joint security, miscellaneous guarantees
Commitments received

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 2014, refer to note 8.2 page 111 of the 2013 registration document.

6.3 DEBT GUARANTEED BY COLLATERAL

Items (€ thousands) Guaranteed debt Nature of the guarantee
- Bank guarantees 9,324 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 44,003 56,514 13,090

NOTE 7 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 2014:

Nature Income (expenses)
General management services (1,403)
Travel allowances and expenses, insurance 220
Property lease payments and land taxes (9,433)
Balance at
30/06/2014
Security deposit (1) 24,468
Current account (12,684)
Supplier (1,842)

(1) Rent deposit guarantees correspond to one year's rent.

MANAGEMENT DISCUSSION AND ANALYSIS

1 2014 INTERIM REVIEW OF OPERATIONS

The Group remains a front-line provider of solutions and services for large international events. On that basis, GL events teams present at the World Cup in Brazil, the FEI World Cup finals in Lyon (dressage and show jumping), the commemorations for the 70th anniversary of the Normandy landings, contributed to the commercial achievements of the first half.

TURNOVER ANALYSIS

GL events had half-year revenue of €464.7 million, up 7.5% on a reported basis or 13% at constant exchange rates. Particularly unfavourable foreign exchange trends in the first half generated a shortfall in revenue of €23.6 million.

The breakdown of net sales by major business line was as follows:

CA semestriel (€
thousands)
2013
published
2014
at cc*
2014
published
Var.14/13 Var.14/13
(cc)
Live 214,300 276,800 257,500 20.2% 29.1%
Exhibitions 93,900 78,900 78,500 -16.4% -16.0%
Venues 124 132,600 128,700 3.8% 7.0%
TOTAL GL EVENTS
GROUP
432,200 488,300 464,700 7.5% 7.5%

(*) cc = constant exchange rates (using the 2013 exchange rates)

OPERATING PROFIT ANALYSIS

Consolidated operating profit in the 2014 first half rose to €37.9 million, up 15.5% from last year's same period (+26% from H1 2012).

The operating margin accordingly reached 8.2% (up 0.6 points from H1 2013), on track with Group targets and a return to pre-crisis standards.

The breakdown of operating profit by major business line was as follows:

(€ thousands) 30/06/14 30/06/13
GL events Live 24,500 6,400
GL events Exhibitions 5,500 13,900
GL events Venues 7,900 12,500
TOTAL GL EVENTS GROUP 37,900 32,800

GL events Live benefited from the World Cup Brazil effect with €80 million in sales revenue and an operating margin (above 12%) enhancing Group earnings. Overall, first-half revenue came to €257.5 million (+20.2% on a reported consolidated basis and +29.1% at constant exchange rates) with operating profit of 24.5% and a margin of 9.5%.

GL events Exhibitions in large part concentrated the comparison base resulting from the biennial schedule of SIRHA, whose next edition will be held in January 2015. This business unit had revenue of €78.5 million in the first half with operating profit of €5.5 million (operating margin of 7%).

GL events Venues also achieved growth in the first half with revenue of €128.7 million, up 3.8% (+7% at constant exchange rates) with an operating margin of 6%. Also noteworthy is the ramping up of Palais Brongniart and Maison de la Mutualité with their operating margins in line with targets.

NET FINANCIAL AND PRE-TAX INCOME ANALYSIS

Net financial expense (-€5.4m) was impacted by increased borrowing costs linked to the €50 million bond issue of July 2013. Profit before tax amounted to €32.5 million, up 10% from the 2013 first half and 26% from the same period in 2012.

INCOME TAX AND NET RESULT ANALYSIS

Despite a higher tax rate resulting from the geographic mix (35%), net income attributable to Group shareholders reached €19.7 million, up 20% from the 2013 first half.

FINANCIAL SITUATION AND NET DEBT ANALYSIS

Cash flow amounted to €38.9 million corresponding to a ratio of sales consistent with Group standards.

Shareholders' equity stood at €387 million. The Group's net debt amounted to €332 million, reflecting sustained capital expenditures, namely for the Grand Hôtel Mercure of Rio de Janeiro as well as World Cup related sales volume with the inflows to be received in the third quarter (€60 million).

2 POST-CLOSING EVENTS

The Group is not aware of any significant post closing events that have occurred since 1 July with a potential impact on its assets and liabilities or financial position.

3 OUTLOOK AND UNCERTAINTIES

GL events intends to capitalise on both its diverse product offering and its innovative regional bases today providing it with high added value positions and legitimacy.

The high degree of responsiveness of the commercial team in Latin America largely contributed to the success of the call for tender for the Cop 20 (Conference of the Parties), the climate change conference to be held in Lima (Peru) in December 2014 (US\$44m); the major share of the temporary installations to be used (56,000 m2) originate from the World Cup in Brazil.

> MANAGEMENT DISCUSSION AND ANALYSIS

This is also the case for the contracts won for the next G20 Brisbane Summit in Australia, where the Group has maintained a presence since the Sydney Olympic Games of 2000.

In a worldwide market that remains under-equipped in terms of event infrastructure, the Group is continuing to roll out event solutions for major principal/decision-makers, from its regional bases in Turkey for Central and Eastern Europe and Brazil for Latin America.

The calendar of international events will support this positive momentum: The Rio de Janeiro 450th anniversary celebration, the Olympic Games in Brazil, annual meeting of directors of the IMF and the World Bank Group, the APEC Summit in Peru, the Universal Exhibition in Milan, Italy in 2015…

Based on the positive international momentum as well as the good performance for France excluding the biennial effect of SIRHA, the Group raises its full-year target for organic growth in revenue to +10%.

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 2014 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.

Lyon, 2 septembre 2014

Olivier Ginon Chairman of the Board of Directors

> AUDITORS REPORT ON THE INTERIM FINANCIAL STATEMENT

AUDITORS' REPORT ON THE PRESENTATION OF 2014 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 2014;

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.

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, 2 septembre 2014

The Statutory Auditors, [French original signed by]

MAZARS MAZA SIMOENS Christine DUBUS Sebastien BELMONT