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SergeFerrari Group — Interim / Quarterly Report 2017
Oct 24, 2017
1658_ir_2017-10-24_a2151e74-06b6-4097-9477-600ab5609edb.pdf
Interim / Quarterly Report
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C R E A T O R O F I N N O V A T I V E F L E X I B L E C O M P O S I T E M A T E R I A L S
Half-year Financial Report January 1 - June 30, 2017
(Article L 451-1-2 III of the French Monetary and Financial Code Article 222-4 et seq. of the AMF General Regulation)
SergeFerrari Group Limited liability company with capital of €4,919,703.60 Headquarters: ZI de La Tour du Pin – 38110 Saint Jean de Soudain, France 382 870 277 Vienne Commercial Register
This financial report relates to the six months ended June 30, 2017 and was prepared in accordance with the provisions of Article L. 451-1-2 III of the French Monetary and Financial Code and Articles 222-4 et seq. of the French Financial Markets Authority ("AMF") General Regulation.
It was disclosed and made available in line with the provisions of Article 221-3 of the AMF General Regulation and may be viewed at www.sergeferraribourse.com
Contents
| Statement by the person responsible for the half-year financial report | p 2 |
|---|---|
| Half-year activity report | p 3 |
| First half 2017 results Description of the main risks and uncertainties Related party transactions |
p 3 p 4 p 4 |
| Half-year condensed consolidated financial statements | p 5 |
| Consolidated income statement Consolidated balance sheet Consolidated statement of cash flows Statement of changes in shareholders' equity Notes to the half-year condensed consolidated financial statements |
p 5 p 7 p 8 p 9 p 10 |
| Statutory Auditors' Report on the first half 2017 financial report |
p 27 |
STATEMENT BY THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
I hereby certify that, to the best of my knowledge, the condensed consolidated financial statements for the six months ended June 30, 2017 have been prepared in accordance with applicable accounting principles and present a fair view of the assets and liabilities, financial position and earnings of the Company and all of the companies included in the consolidation scope. I also certify that the half-year activity report presents a fair view of the main events occurring during the first six months of 2017, the impact thereof on the financial statements and the main related party transactions, as well as a description of the main risks and main uncertainties for the remaining six months of fiscal 2017.
Saint Jean de Soudain September 13, 2017
Sébastien Ferrari Chairman and CEO
HALF-YEAR ACTIVITY REPORT
Revenues
First half 2017 revenues came to €89.0 million, up 4.7% over first half 2016.
Sales of composite materials fell 3.6% (in particular due to a challenging result in 2016: H1 2016 sales up 8.5% versus H1 2015). Organic growth is expected to be stronger in the second half, thanks to a less challenging performance in 2016 and the reorganization measures implemented.
| €'000 | Q2 2017 | Q2 2016 | Ch. | H1 2017 | H1 2016 | Ch. |
|---|---|---|---|---|---|---|
| Southern Europe (SEUR) | 16,002 | 16,648 | -3.90% | 30,522 | 31,553 | -3.30% |
| Wide Europe (WEUR) | 15,250 | 16,876 | -9.60% | 28,219 | 29,014 | -2.70% |
| Rest of World (ROW) | 10,996 | 10,851 | +1.30% | 19,764 | 20,864 | -5.30% |
| Total flexible composite materials | 42,248 | 44,375 | -4.80% | 78,504 | 81,431 | -3.60% |
| Other operations | 5,989 | 1,825 | +224% | 10,526 | 3,583 | +192% |
| Total revenues | 48,237 | 46,200 | +4.30% | 89,030 | 85,014 | +4.70% |
Companies consolidated since October 1, 2016 posted strong performances, with 10.5% growth in first half 2017 versus the previous year. Giofex Group, FERRAMAT and Milton, grouped under 'Other operations', posted total sales of €11 million for the period, including a €7.0 million net contribution to consolidated revenues. These companies are being integrated in accordance with the Group's development plan.
Earnings
First half 2017 operating income amounted to €3,961,000, down from €7,313,000 in 2016.
The increase in advanced raw material prices and the recognition of non-recurring sales expenses impacted H1 2017 earnings (estimated €2.5 million negative impact on EBIT). Excluding non-recurring expenses relating to reorganization measures, sales costs were stable.
Net debt and cash and cash equivalents
At June 30, 2017, net cash and cash equivalents amounted to €9.3 million compared to €23 million at December 31, 2016.
The change in net cash and cash equivalents is primarily due to:
- An increase in working capital resulting from the seasonality of the Group's composite material business;
- Capital expenditure in relation to the Group's industrial equipment upgrading, in accordance with its long-standing policy;
- The acquisition of Milton Ltd.
Post balance sheet events
No post balance sheet events that could have a material impact on the Group financial statements have been identified.
Outlook
The SF2020 plan, which combines organic growth and acquisitions, is being rolled out in line with the business plan adopted by the Group.
Serge Ferrari expects to step up its sales growth in the second half of 2017.
Description of main risks and uncertainties
The Company's market risks
There has been no change in the Company's market risks as described in the Registration Document registered on May 24, 2017 under number R17-045.
Operational risks
There have been no changes to the Company's risks in relation to operations, marketing, production facilities, working capital management, the seasonal nature of the business, inventory impairment, IT systems, legal affairs, finances, insurance and risk management, exchange rates, the Company's structure or court and arbitration proceedings, as described in the Registration Document.
Related party transactions
Principal transactions with related parties are described in Note 32 to the half-year condensed consolidated financial statements.
There have been no changes to the related party transactions described in the last annual report that could have had a material impact on the issuer's financial position or earnings for the first half of the current fiscal year.
First half 2017 condensed consolidated financial statements
The Group consolidated financial statements for the six months ended June 30, 2017 were prepared by the Board of Directors on September 13, 2017.
CONSOLIDATED INCOME STATEMENT
| 85,014 (31,564) 4,271 (21,626) |
|---|
| (22,831) |
| (1,475) |
| (3,547) |
| (1,334) |
| 405 |
| 7,313 |
| - |
| 7,313 |
| 130 |
| (306) |
| (177) |
| (38) |
| 7,099 |
| (2,074) |
| 5,025 |
| (572) |
| 4,453 |
| 4,419 |
| (34) |
| 0.37 0.37 |
STATEMENT OF COMPREHENSIVE INCOME
| Statement of comprehensive income - €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Total consolidated net income | 2,532 | 4,453 |
| Other comprehensive income: | ||
| Actuarial gains/(losses) on pension liabilities | 303 | (1,284) |
| Income tax | (107) | 283 |
| Subtotal - comprehensive income/(loss) not transferable to earnings |
196 | (1,001) |
| Currency translation differences | (543) | 6 |
| Income tax | - | - |
| Subtotal - comprehensive income/(loss) transferable to earnings |
(543) | 6 |
| Total other comprehensive income/(loss) after tax | (347) | (995) |
| Total comprehensive income | 2,185 | 3,458 |
| Group share | 2,211 | 3,413 |
| Non-controlling interests | (26) | 45 |
CONSOLIDATED BALANCE SHEET
| Assets - €'000 | Note | June 30, 2017 |
Dec 31, 2016 |
|---|---|---|---|
| Goodwill | 6 | 6,698 | 5,294 |
| Intangible assets | 7 | 8,624 | 7,814 |
| Property, plant and equipment | 8 | 25,399 | 26,552 |
| Investments in equity affiliates | 9 | 672 | 218 |
| Other financial assets | 10 | 1,973 | 1,974 |
| Deferred tax assets | 11 | 3,148 | 3,316 |
| Total non-current assets | 46,513 | 45,169 | |
| Inventories and WIP | 12 | 43,705 | 39,146 |
| Trade receivables | 13 | 40,283 | 31,593 |
| Tax receivables | 14 | 1,327 | 882 |
| Other current assets | 15 | 7,670 | 3,976 |
| Cash and cash equivalents | 16 | 39,174 | 48,834 |
| Total current assets | 132,160 | 124,430 | |
| Total assets | 178,673 | 169,599 |
| Liabilities and equity - €'000 | Note | June 30, 2017 |
Dec 31, 2016 |
|---|---|---|---|
| Capital stock | 17 | 4,920 | 4,920 |
| Additional paid-in capital | 17 | 41,724 | 41,724 |
| Consolidated reserves and other reserves | 17 | 43,807 | 41,287 |
| Net income for the period | 17 | 2,548 | 4,279 |
| Total equity, Group share | 17 | 92,998 | 92,209 |
| Non-controlling interests | (2) | 24 | |
| Total minority interests | (2) | 24 | |
| Total equity | 92,996 | 92,233 | |
| Borrowings and debt | 18 | 15,520 | 15,525 |
| Provisions for pensions and similar commitments | 19 | 9,075 | 9,297 |
| Deferred tax liabilities | 11 | 41 | 283 |
| Other non-current liabilities | 20 | 8,715 | 8,367 |
| Total non-current liabilities | 33,351 | 33,472 | |
| Borrowings and bank overdrafts (due in less than 1 yr) | 18 | 14,263 | 10,238 |
| Current provisions | 21 | 1,471 | 916 |
| Trade payables | 22,790 | 22,178 | |
| Tax payables | 14 | 239 | 139 |
| Other current liabilities | 22 | 13,561 | 10,421 |
| Total current liabilities | 52,325 | 43,892 | |
| Total liabilities | 85,676 | 77,366 | |
| Total liabilities and equity | 178,673 | 169,599 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Total consolidated net income | 2,532 | 4,454 |
| Consolidated net income from continuing activities | 2,532 | 4,454 |
| Elimination of earnings of equity affiliates (Note 9) | 467 | 572 |
| Depreciation, amortization and impairment (Note 26) | 3,083 | 3,547 |
| Provisions (Note 27) | 1,712 | 1,334 |
| Pension provisions | 248 | 112 |
| Bonus share expenses | (6) | 0 |
| Other non-cash income and expenses | (165) | (47) |
| Free cash flow after net cost of debt | 7,870 | 9,972 |
| Net cost of debt (Note 29) | 172 | 177 |
| Free cash flow before net cost of debt | 8,042 | 10,149 |
| Change in operating working capital | (14,471) | (10,992) |
| of which Change in trade receivables | (8,721) | (10,365) |
| of which Change in inventories | (5,281) | (4,318) |
| of which Change in trade payables | 476 | 4,033 |
| of which Change in other receivables | (3,425) | (1,704) |
| of which Change in other payables | 2,481 | 1,362 |
| Other cash flows from operating activities (Note 19) | 0 | (996) |
| Net cash flows from operating activities | (6,429) | (1,839) |
| Acquisition of PP&E and intangible assets (Notes 7 & 8) ** | (3,597) | (3,285) |
| Acquisition of subsidiaries net of cash acquired | (979) | 0 |
| Capital increase of equity affiliates * | (740) | (784) |
| Capital increase of unconsolidated companies | (200) | |
| Loss on disposal of PP&E and intangible assets (Notes 7 & 8) | 25 | 28 |
| Dividends received | 6 | 4 |
| Net cash flows from investing activities | (5,286) | (4,237) |
| New borrowings (Note 18) | 0 | 1,825 |
| Borrowing costs (Note 18) | 39 | 39 |
| Borrowings repaid (Note 18) | (785) | (543) |
| Net interest paid (Note 29) | (172) | (177) |
| Dividends paid | (1,469) | (1,477) |
| Factoring (Note 18) | 4,541 | 937 |
| Other cash flows from financing activities | 169 | 5,432 |
| Purchase of treasury shares (Note 17) | (20) | (41) |
| Net cash flows from financing activities | 2,303 | 5,995 |
| Impact of changes in foreign exchange rates | (237) | 17 |
| Change in cash and cash equivalents | (9,649) | (64) |
| Cash assets (Note 16) | 48,834 | 49,389 |
| Bank overdrafts (Note 18) | (12) | (1) |
| Opening cash and cash equivalents | 48,822 | 49,388 |
| Cash assets (Note 16) | 39,174 | 49,341 |
| Bank overdrafts (Note 18) | (1) | (17) |
| Closing cash and cash equivalents | 39,173 | 49,324 |
| Change in cash and cash equivalents | (9,649) | (64) |
* The Vinyloop capital increases subscribed to by Texyloop, following the capitalization of loans to affiliates, are presented under 'Net cash flows from investing activities', and no longer under 'Change in other receivables' under 'Net cash flows from operating activities'.
** 'Acquisition of PP&E and intangible assets' is shown before deduction of the research tax credit. The impact of the research tax credit is now presented under 'Change in other receivables' under 'Net cash flows from operating activities'.
| €'000 | Capital stock |
reserves Capital |
Consolidated and reserves net income |
Treasury shares |
comprehensive income Other |
Comprehensive income, Group share |
controlling interests Non |
Total | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Equity at Dec 31, 2015 | 4,920 | 41,724 | 52,349 | (397) | (558) | 98,038 | 52 | 98,090 | ||
| Net income for the period | 4,419 | 4,419 | 34 | 4,453 | ||||||
| Other comprehensive income | (995) | (995) | 11 | (984) | ||||||
| Total comprehensive income for the period | 0 | 0 | 4,419 | 0 | (995) | 3,424 | 45 | 3,469 | ||
| Treasury shares | 41 | 41 | 41 | |||||||
| Parent company dividends | (1,476) | (1,476) | (1,476) | |||||||
| Other items | (752) | (752) | (752) | |||||||
| Total transactions with shareholders | 0 | 0 | (2,228) | 41 | 0 | (2,187) | 0 | (2,187) | ||
| Equity at June 30, 2016 | 4,920 | 41,724 | 54,540 | (356) | (1,553) | 99,275 | 97 | 99,373 | ||
| €'000 | Capital stock |
reserves Capital |
Consolidated and reserves net income |
Treasury shares |
Payments in shares |
comprehensive income Other |
Comprehensive income, Group share |
controlling interests Non |
Total | |
| Equity at Dec 31, 2016 | 4,920 | 41,724 | 47,831 | (1,115) | 70 | (1,217) | 92,209 | 24 | 92,233 | |
| Net income for the period | 2,548 | 2,548 | (16) | 2,532 | ||||||
| Other comprehensive income | (337) | (337) | (10) | (347) | ||||||
| Total comprehensive income for the period | 0 | 0 | 2,548 | 0 | 0 | (337) | 2,211 | (26) | 2,185 | |
| Treasury shares | 3 | 3 | 3 | |||||||
| Payment in shares | (9) | (9) | (9) | |||||||
| Parent company dividends | (1,469) | (1,469) | (1,469) | |||||||
| Acquisitions / disposals | 0 | 0 | ||||||||
| Other items | 53 | 53 | 53 | |||||||
| Total transactions with shareholders | 0 | 0 | (1,416) | (6) | 0 | 0 | (1,422) | 0 | (1,422) | |
| Equity at June 30, 2017 | 4,920 | 41,724 | 48,963 | (1,121) | 70 | (1,554) | 92,998 | (2) | 92,996 |
CHANGE IN CONSOLIDATED EQUITY
NOTES TO THE HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The notes form an integral part of the condensed consolidated financial statements for the six months ended June 30, 2017.
SergeFerrari Group SA is a limited liability company under French law, registered on June 10, 1992, whose main subsidiary Serge Ferrari SAS was founded in 1973 with an activity related to the design, manufacture and distribution of flexible composite materials. The Company's headquarters are located at Zone Industrielle de la Tour du Pin, 38110 Saint Jean de Soudain (France). SergeFerrari Group SA and its subsidiaries employed 753 people at June 30, 2017 compared to 664 at June 30, 2016.
NOTE 1 – First half 2017 highlights
Serge Ferrari GmbH was registered in Berlin on January 13, 2017. As from the second half of 2017, the company will begin operating its sales promotion and specification business for products manufactured by the Group. The company conducted no operations during first half 2017.
On January 30, 2017, FERRAMAT Tekstil sanayi ve Ticaret anonim sirketi acquired the intangible assets and property, plant and equipment of Turkish company FERRATEKS. Since the acquisition FERRAMAT has operated as a distributor of composite materials, primarily in Turkey. Payment of a portion of the purchase price is subject to an earn-out clause indexed to the company's 2017 and 2018 results. The valuation of the corresponding liability is presented in Note 20.
On February 10, 2017, Giofex Group srl created a subsidiary in Poland, registered in Warsaw under the name Giofex Poland sp zoo. This subsidiary distributes flexible composite materials.
On April 28, 2017, Giofex UK acquired the entire capital stock of Milton Ltd. Via DA Trading, Milton Ltd controls the assets of Milton Leicester Ltd, the operating company that distributes flexible composite materials in the United Kingdom. Milton Leicester Ltd and Giofex UK are due to merge by December 31, 2017 and the intermediary holding companies will be wound up.
Serge Ferrari Tersuisse and Ferfils Multifils, both directly or indirectly wholly owned by SergeFerrari Group SA, were merged with retroactive effect as from January 1, 2017. Serge Ferrari Tersuisse now carries out all PET micro-cable manufacturing operations at the Emmenbrücke site.
Texyloop subscribed to a capital increase carried out by its 40% owned subsidiary Vinyloop SpA, in an amount of €1,040,000. Its equity interest remained unchanged following this transaction.
During the first half of 2017, Serge Ferrari Group purchased 13,970 of its own shares on the market in order to meet one of the targets of the buyback plan approved by the April 25, 2016 shareholders' General Meeting. The increase in treasury shares during the six months ended June 30, 2017, both under the liquidity contract and for the allotment of bonus shares, amounted to €20,000.
Serge Ferrari AG renewed two lines of credit of CHF 1 million each, on May 31, 2017 and June 26, 2017. The maturities of these lines of credit are set at 3 months after their respective drawdown dates.
NOTE 2 – Valuation and consolidation principles
The consolidated half-year financial statements are presented in thousands of euros unless otherwise stated.
The consolidated financial statements have been prepared pursuant to:
- IFRS (International Financial Reporting Standards) as adopted by the European Union. IFRS can be viewed at the EU website:http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm;
The consolidated half-year financial statements have been prepared pursuant to IAS 34 "Interim Financial Reporting". In accordance with IAS 34, the notes to the consolidated half-year financial statements are presented in condensed form. Only material transactions and adjustments to comply with specific interim financial reporting principles have been disclosed in the notes. The half-year financial statements should be read in conjunction with the Group financial statements for the year ended December 31, 2016, which form part of the Registration Document registered with the French Financial Markets Authority (AMF) on May 24, 2017 under number R17-045 and can be consulted (in French) on the Group website http://www.sergeferraribourse.com/informations-financieres/documentsfinanciers
SergeFerrari Group SA is the consolidating company.
In accordance with IFRS 10 (consolidated financial statements), companies in which the Group directly or indirectly holds the majority of voting rights at the General Meeting on the Board of Directors or equivalent governing body, giving it the power to direct those companies' operational and financial policies, are generally deemed to be controlled and are fully consolidated.
Equity interests in companies over which the Group exercises significant control (associates) are measured using the equity method. With the exception of Vinyloop, SergeFerrari Group does not exercise significant or joint control of any other company.
Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated.
The financial statements of consolidated companies are all closed on December 31, save those of SergeFerrari India Limited, which are closed on March 31 of each year. For consolidation purposes, specific statements are prepared for the reference period.
The consolidation scope is presented in Note 3.
Changes in accounting principles
The Group refers to the guidelines available for consultation on the EFRAG (European Financial Reporting and Advisory Group) website at:
http://www.efrag.org/Front/c1_306_Endorsement_Status_Report_EN.aspx
No amendment or interpretation mandatory as of January 1, 2017 had a material impact on the consolidated half-year financial statements for the six months ended June 31, 2017.
- Principal accounting standards, amendments and interpretations published but not yet adopted by the European Union:
The impact of IFRS 16 "Leases", which is due to come into force on January 1, 2019, on the Group's financial statements is currently being assessed. The Group is currently analyzing the accounting impact of the capitalization of operating leases in effect at its subsidiaries.
- Principal accounting standards, amendments and interpretations published by the IASB and not mandatory within the European Union as of January 1, 2017:
The Group has not opted for early application of IFRS 15 "Revenue from contracts with customers" and IFRS 9 "Financial instruments".
The Group conducted an analysis of IFRS 15 "Revenue from contracts with customers", which is due to come into force on January 1, 2018. The Group does not anticipate any material impact on its financial statements once the standard comes into force.
The impact of IFRS 9 on the Group's earnings and financial position is currently being assessed.
Significant estimates
Principles applying to estimates and judgments are described under Note 2.6 to the financial statements for the year ended December 31, 2016. In some cases, such principles have been adapted to comply with the specific features of interim reporting.
Specific interim reporting accounting principles
• Income tax
The tax charge is computed separately for each company. The Group has not identified any material differences that would modify the effective tax rate calculated on a full-year basis compared with the effective rate calculated on June 30, 2017.
• CICE
The French CICE tax credit for employment and competitiveness is accounted for as a deduction from personnel expenses.
• Post retirement benefits
Pursuant to IAS 34, provisions for pensions and similar commitments have not been calculated on a detailed basis as required for annual financial statements. Changes to net pension liabilities as of June 30, 2017 have been estimated as follows:
-
Interest expense and the cost of services provided have been estimated based on the budget;
-
Discount rates have been updated on the basis of information available as of June 30, 2017; the Group has taken into account the impact of interest rate fluctuations on the valuation of the liability as of June 30, 2017, on the basis of sensitivity tests performed during the preparation of the 2016 fullyear financial statements;
-
The other actuarial assumptions (e.g. salary rises, staff turnover, etc.) are updated when the full-year financial statements are prepared. No changes that could have a material impact on the valuation of these assumptions were identified as of June 30, 2017;
-
No adjustments were made to the fair value of plan assets (long-term investments) as of June 30, 2017. No changes that could have a material impact on the fair value of plan assets were identified as of June 30, 2017.
The statement of changes in the total net pension liability is given under Note 19.
• Impairment tests
Procedures for performing impairment tests are described in Note 2.12 (Asset impairment) to the 2016 financial statements as shown in the Registration Document.
Impairment tests are only performed for half-year financial statements in respect of material assets where there is an indication of loss of value in the current or prior year. No evidence of impairment was identified during the preparation of the financial statements for the period ending June 30, 2017.
| Companies Activity Headquarters |
Percentage control | 2017 consolidation method | ||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | ||||
| Serge Ferrari Group | Holding | La Tour-du-Pin (France) | 100% | 100% | 100% | Parent company |
| Serge Ferrari SAS | Production and distribution |
La Tour-du-Pin (France) | 100% | 100% | 100% | Full consolidation |
| Serge Ferrari North America | Distribution | Pompano Beach (USA) | 100% | 100% | 100% | Full consolidation |
| Serge Ferrari Asia Pacific | Distribution | Hong Kong (HK) | 100% | 100% | 100% | Full consolidation |
| Serge Ferrari Japan | Distribution | Kamakura (Japan) | 83% | 83% | 83% | Full consolidation |
| Ferrari Latino America | None | Santiago (Chile) | 100% | 100% | 100% | Full consolidation |
| Serge Ferrari Brasil | Distribution | Sao Paulo (Brazil) | 100% | 100% | 100% | Full consolidation |
| Ci2M SAS | Equipment manufacture |
La Tour-du-Pin (France) | 100% | 100% | 100% | Full consolidation |
| Serge Ferrari AG | Production and distribution |
Eglisau (Switzerland) | 100% | 100% | 100% | Full consolidation |
| Serge Ferrari Tersuisse (formerly Ferfil Multifils) |
Production | Emmenbrücke (Switzerland) |
100% | 100% | 100% | Full consolidation |
| Serge Ferrari Tersuisse | Production | Emmenbrücke (Switzerland) |
- | 100% | 100% | Full consolidation |
| Texyloop SAS | Recycling | La Tour-du-Pin (France) | 100% | 100% | 100% | Full consolidation |
| Vinyloop | Recycling | Ferrara (Italy) | 40% | 40% | 40% | Equity affiliate |
| Serge Ferrari India Limited | Distribution | Delhi (India) | 100% | 100% | - | Full consolidation |
| Serge Ferrari Shanghai | Distribution | Shanghai (China) | 100% | 100% | - | Full consolidation |
| Serge Ferrari GmbH | Distribution | Berlin (Germany) | 100% | - | - | Full consolidation |
| Serge Ferrari Tekstil | Distribution | Istanbul (Turkey) | 100% | 100% | - | Full consolidation |
| Ferramat Tekstil | Distribution | Istanbul (Turkey) | 100% | 100% | - | Full consolidation |
| Giofex Group Srl | Holding | Milan (Italy) | 51% | 51% | - | Full consolidation |
| Giofex France | Distribution | Issoudun (France) | 51% | 51% | - | Full consolidation |
| Giofex UK | Distribution | Dartford (United Kingdom) |
51% | 51% | - | Full consolidation |
| Milton Ltd | Holding | Leicester (United Kingdom) |
51% | - | - | Full consolidation |
| DA Trading Ltd | Holding | Leicester (United Kingdom) |
51% | - | - | Full consolidation |
| Milton Leicester ltd | Distribution | Leicester (United Kingdom) |
51% | - | - | Full consolidation |
| Giofex GmbH | Distribution | Chemnitz (Germany) | 51% | 51% | - | Full consolidation |
| Giofex Slovaquie | Distribution | Bratislava (Slovakia) | 51% | 51% | - | Full consolidation |
| Giofex SP ZOO | Distribution | Warsaw (Poland) | 51% | - | - | Full consolidation |
| Giofex Bulgarie | Distribution | Plovdiv (Bulgaria) | 51% | 51% | - | Full consolidation |
NOTE 3 – Consolidation scope
SIBAC (18% owned) and MTB Group (5% owned) are excluded from the consolidation scope due to the absence of significant influence over these entities. The Group holds a 35% stake in VR Développement and does not take part in strategic decision-making regarding the company's operations. The company is therefore not included in the 2017 half-year consolidated financial statements.
NOTE 4 – Conversion of foreign currency financial statements
Foreign currency exchange rates applied are as follows:
| Average exchange rate | ||
|---|---|---|
| €1 equal to | H1 2017 | H1 2016 |
| BGN | 1.96 | |
| BRL | 3.44 | 4.13 |
| CHF | 1.08 | 1.10 |
| 763.39 | ||
| CNY | 7.44 | |
| 1.00 | ||
| 74.98 | ||
| 124.50 | ||
| USD | 1.08 | 1.12 |
| CLP EUR GBP INR JPY PLN ROL TRY |
710.55 1.00 0.86 71.12 121.66 4.27 4.54 3.94 |
| €1 equal to | June 30, 2017 | Dec 31, 2016 | |
|---|---|---|---|
| Bulgarian lev | BGN | 1.96 | 1.96 |
| Brazilian real | BRL | 3.76 | 3.43 |
| Swiss franc | CHF | 1.09 | 1.07 |
| Chilean peso | CLP | 756.44 | 693.03 |
| Yuan | CNY | 7.74 | 7.32 |
| Euro | EUR | 1.00 | 1.00 |
| Pound sterling | GBP | 0.88 | 0.86 |
| Indian rupee | INR | 73.74 | 71.59 |
| Yen | JPY | 127.75 | 123.40 |
| Zloty | PLN | 4.23 | |
| Romanian leu | ROL | 4.55 | 4.54 |
| Turkish lira | TRY | 4.01 | 3.71 |
| US dollar | USD | 1.14 | 1.05 |
Closing rate
NOTE 5 – Revenue breakdown and seasonal effects
In the past, the Group has generated over 50% of its annual revenues in the first half, mainly due to the Architecture business, which has higher sales in the first half than in the second half. Group first half 2017 results should not be taken as an indication of second half results, given that fixed costs in the second half are often a higher proportion of earnings on sales.
The consolidation of companies acquired since October 1, 2016 is not expected to impact this trend.
NOTE 6 – Goodwill
| Goodwill - €000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Flexible composite materials | 6,698 | 5,294 |
As of June 30, 2017, the Group did not identify any items likely to impact the valuation of provisional goodwill relating to the acquisition of GIOFEX Group. The Group is working on the final purchase price allocation, in particular the valuation of intangible assets. Provisional goodwill arising from the Giofex acquisition amounted to €5,058,000 as of June 30, 2017.
In January 2017, FERRAMAT Tekstil sanayi ve Ticaret anonim sirketi acquired the intangible assets and property, plant and equipment of Turkish company FERRATEKS (distributor of composite materials). An analysis of the acquisition agreement led the Group to classify the transaction as a business acquisition and consequently perform a purchase price allocation in accordance with IFRS 3R. A portion of the purchase price is subject to an earn-out clause indexed to FERRAMAT's performance in 2017 and 2018. The earn-out liability was valued in the condensed consolidated financial statements for the six months ended June 30, 2017 and offset against FERRAMAT goodwill. Provisional goodwill resulting from the acquisition of FERRATEKS assets was valued as of June 30, 2017 at €911,000, including the earn-out liability valued at €640,000 and recognized on the consolidated balance sheet under 'Other non-current liabilities' in an amount of €319,000 and 'Other current liabilities' in an amount of €321,000 (Notes 20 and 22). The purchase price paid for the FERRATEKS assets amounted to €1,513,000 and the PP&E acquired was valued at €1,238,000.
On April 28, 2017, Giofex UK acquired the entire capital stock of Milton Ltd, which holds, via DA Trading, all of the assets of Milton Leicester Ltd, the operating company that distributes flexible composite materials in the United Kingdom. The price paid amounted to £1,500,000, £650,000 of which was financed by available cash and cash equivalents. The assets acquired and liabilities assumed on April 28 were valued at £1,067,000. Provisional goodwill was thus valued at £433,000 as of June 30, 2017. The "Milton" provisional goodwill amounted to €492,000 as of June 30, 2017.
The other components of goodwill relating to flexible composite materials do not call for special comment as of June 30, 2017.
| €'000 | Dec 31, 2016 |
Acq. | Disposals | Consolidation | Amortization for the period |
Changes in exchange rates |
Reclassifications and retirement |
June 30, 2017 |
|---|---|---|---|---|---|---|---|---|
| Research & development costs |
9,267 | 740 | (25) | (38) | (197) | 9,747 | ||
| Concessions, patents & similar rights |
106 | 369 | 0 | 475 | ||||
| Intangible assets in progress |
311 | 299 | 610 | |||||
| Other intangible assets | 10,099 | 61 | (51) | 197 | 10,306 | |||
| Total intangible assets | 19,783 | 1,469 | (25) | 0 | 0 | (88) | 0 | 21,139 |
| R&D costs amortization/impairment Concessions, patents & |
(4,373) | (227) | 21 | 100 | (4,477) | |||
| similar rights amortization/impairment |
(72) | (39) | (111) | |||||
| Other intangible assets amortization/impairment |
(7,522) | (331) | 31 | (100) | (7,922) | |||
| Total intangible assets amortization/impairment |
(11,966) | 0 | 0 | 0 | (597) | 52 | 0 (12,510) | |
| Total net book value | 7,814 | 1,469 | (25) | 0 | (597) | (36) | 0 | 8,624 |
NOTE 7 – Intangible assets
| €'000 | Dec 31, 2016 |
Acq. | Disposals | Consolidation | Depreciation for the period |
Changes in exchange rates |
Reclassifications and retirement |
June 30, 2017 |
|---|---|---|---|---|---|---|---|---|
| Land | 1,903 | 0 | 0 | 0 | (33) | 0 | 1,868 | |
| Buildings | 40,468 | 111 | 0 | 0 | (358) | 1 | 40,223 | |
| Plant and equipment | 118,944 | 482 | (18) | 144 | 0 | (1,134) | 168 | 118,587 |
| PP&E in progress | 1,634 | 851 | 0 | 0 | (17) | 1,427 | 3,897 | |
| Other PP&E | 9,858 | 88 | 0 | 64 | 0 | (119) | (2,033) | 7,858 |
| Total property, plant and equipment |
172,807 | 1,533 | (17) | 209 | 0 | (1,660) | (436) | 172,433 |
| Building depreciation/impairment |
(29,993) | 0 | 0 | (791) | 240 | 0 | (30,541) | |
| Plant and equipment depreciation/impairment |
(108,233) | 0 | 17 | (276) | (1,496) | 1,068 | (92) | (109,014) |
| Other PP&E depreciation/impairment |
(8,032) | 0 | 0 | 116 | (200) | 108 | 528 | (7,479) |
| Total PP&E depreciation/impairment |
(146,258) | 0 | 17 | (160) | (2,486) | 1,417 | 436 | (147,034) |
| Total net book value | 26,552 | 1,533 | 0 | 49 | (2,486) | (243) | 0 | 25,399 |
NOTE 8 – Property, plant and equipment
NOTE 9 – Investments in equity affiliates
Investments in equity affiliates relate to Vinyloop, which is 40% owned by SergeFerrari Group through its subsidiary Texyloop. The rest of the capital stock is held by INOVYN Group.
The Group contributed €1 million to the recapitalization of Vinyloop during H1 2017, including a €740,000 cash injection made during the period.
Impact on net assets and consolidated net income
| Vinyloop - €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Investments in equity affiliates | 672 | 218 |
| Consolidated share of earnings | (467) | (1,047) |
Financial data of equity affiliates
The data presented below is drawn from the statutory financial statements, unless material IFRS adjustments have been identified for this investment.
| Vinyloop - €'000 | H1 2017 (est.) | 2016 (act.) |
|---|---|---|
| Revenue | Unknown | 2,507 |
| Net income/(loss) | (1,251) | (2,443) |
| Shareholders' equity | 1,679 | 630 |
| Total assets | Unknown | 11,261 |
NOTE 10 – Other financial assets
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Non-consolidated investments | 656 | 656 |
| Other loans and receivables | 1,317 | 1,319 |
| Total other financial assets | 1,973 | 1,974 |
NOTE 11 – Deferred tax assets and liabilities
Deferred taxes are shown on the balance sheet separately from current tax assets and liabilities and are classified as non-current items.
| Deferred tax (€'000) | June 30, 2017 |
Dec 31, 2016 |
|---|---|---|
| Deferred tax assets related to employee benefits | 1,437 | 1,606 |
| Tax losses carried forward | 614 | 428 |
| Elimination of intercompany gains and losses | 575 | 468 |
| Research tax credit adjustment | 573 | 627 |
| Change in fair value of interest rate and currency hedges | 17 | 44 |
| Other temporarily non-deductible items | 73 | 20 |
| Non tax-deductible provisions | (84) | (37) |
| Debt issuance costs | (98) | (123) |
| Total net deferred tax | 3,107 | 3,033 |
The Group took into account the impact of the French 2017 Finance Act on the valuation of deferred tax assets and liabilities. Interest rate fluctuations have no material impact on the Group's deferred tax.
NOTE 12 – Inventories
| June 30, 2017 | Dec 31, 2016 | ||||||
|---|---|---|---|---|---|---|---|
| €'000 | Gross | Provisions | Net | Gross | Provisions | Net | |
| Raw materials and supplies | 9,175 | (858) | 8,317 | 8,695 | (844) | 7,851 | |
| Work in progress | 461 | 0 | 461 | 386 | 0 | 386 | |
| Finished goods and components | 31,050 | (4,180) | 26 870 | 30 498 | (3,280) | 27,218 | |
| Traded goods | 8,064 | (6) | 8,058 | 3,773 | (83) | 3,690 | |
| Total | 48,750 | (5,044) | 43,705 | 43,352 | (4,206) | 39,146 |
NOTE 13 – Trade receivables
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Trade receivables and payments on account | 28,085 | 23,135 |
| Receivables sold to the factoring company | 15,275 | 11,207 |
| Trade receivables | 43,360 | 34,342 |
| Trade receivables impairment | (3,077) | (2,750) |
| Net trade receivables | 40,283 | 31,593 |
NOTE 14 – Tax receivables and payables
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Tax receivables | 1,327 | 882 |
| Tax payables | 239 | 139 |
NOTE 15 – Other current assets
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Current accounts - assets | 193 | 126 |
| Tax receivables excl. income tax | 1,815 | 1,956 |
| Staff and related receivables | 278 | 205 |
| Supplier receivable balances | 653 | 640 |
| Other receivables | 267 | 259 |
| Prepaid expenses | 4,424 | 773 |
| Loans receivable, guarantees and other receivables | 40 | 16 |
| Total other current assets | 7,670 | 3,976 |
All other current assets have maturities of less than a year.
Tax receivables excluding corporate income tax mainly include customs duties and VAT receivables.
The change in current accounts is presented in 'Other cash flows from financing activities' in the cash flow statement.
NOTE 16 – Cash and cash equivalents
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Marketable securities | 457 | 354 |
| Cash (at hand and in bank, term deposits) | 38,717 | 48,479 |
| Total | 39,174 | 48,834 |
As of June 30, 2017 term deposits amounted to €18 million.
NOTE 17 – Capital stock
The capital stock of SergeFerrari Group as of June 30, 2017 comprised 12,299,259 shares with a par value of €0.40 each.
In accordance with economic conditions and changing requirements, the Group may opt to make changes to its capital stock, for example by issuing new shares or by purchasing and canceling existing shares.
As of June 30, 2017, the Group held 95,475 treasury shares. These shares are eliminated via an offsetting entry under equity; the amount of treasury shares offset as of June 30, 2017 totaled €1,151,000. 71,184 shares were allocated to the bonus share plan, while 24,291 were allocated to a liquidity contract for the SergeFerrari Group share. The gains or losses resulting from the liquidity contract are eliminated from the income statement via an offsetting entry under shareholders' equity. These impacts are recorded under the 'Treasury shares' column in the statement of changes in shareholders' equity.
The SergeFerrari Group Board of Directors has implemented a bonus share allotment plan in favor of certain Group executives and employees, which was approved by the shareholders' General Meeting of April 25, 2016 and is subject to presence and performance conditions. In this respect, a charge of €113,000 was recorded in the 2017 half-year financial statements, excluding employer contributions. The main features of the plan were as follows as of June 30, 2017:
| Plan | Date of meeting | Total number of shares granted |
Subject to condition of 2 year's service |
Fair value* of the plan as of June 30, 2017 - €'000 |
|---|---|---|---|---|
| SF 2020 |
June 15, 2016 and September 15, 2016 |
109,000 | 109,000 | 646 |
* The plan's fair value excludes the cost of employer contributions.
NOTE 18 – Borrowings and debt
| Dec 31, 2016 - €'000 | Current | Non current |
Total | Due in less than 1 yr |
Due in 1 to 5 yrs |
|
|---|---|---|---|---|---|---|
| Bank loans | 4,452 | 15,802 | 20,254 | 4,452 | 802 | 15,000 |
| Acquisition costs | (78) | (277) | (355) | (78) | (277) | 0 |
| Bank overdrafts | 12 | 0 | 12 | 12 | 0 | 0 |
| Factoring | 5,852 | 0 | 5,852 | 5,852 | 0 | 0 |
| Total borrowings and debt | 10,238 | 15,525 | 25,763 | 10,238 | 525 | 15,000 |
| Cash and cash equivalents | (48,834) | 0 | (48,834) | (48,834) | 0 | 0 |
| Net (cash)/debt | (38,596) | 15,525 | (23,071) | (38,596) | 525 | 15,000 |
| June 30, 2017 - €'000 | Current | Non current |
Total | Due in less than 1 yr |
Due in 1 to 5 yrs |
Due in more than 5 yrs |
|---|---|---|---|---|---|---|
| Bank loans | 3,946 | 15,758 | 19,704 | 3,946 | 758 | 15,000 |
| Acquisition costs | (78) | (238) | (316) | (78) | (238) | 0 |
| Bank overdrafts | 1 | 0 | 1 | 1 | 0 | 0 |
| Factoring | 10,393 | 0 | 10,393 | 10,393 | 0 | 0 |
| Total borrowings and debt | 14,263 | 15,520 | 29,782 | 14,263 | 520 | 15,000 |
| Cash and cash equivalents | (39,174) | 0 | (39,174) | (39,174) | 0 | 0 |
| Net (cash)/debt | (24,912) | 15,520 | (9,392) | (24,912) | 520 | 15,000 |
NOTE 19 – Provisions for pensions and similar commitments
The change in the discount rate on post-employment benefits for French companies (1.3% at December 31, 2016 and 1.67% at June 30, 2017) resulted in a €47,000 reduction in the value of the liability.
Regarding the pension liabilities of the Group's Swiss companies, a 0.6% discount rate (based on the yield of Swiss blue-chip corporate bonds in the industrial sector), was applied at June 30, 2017. This discount rate was 0.4% at December 31, 2016. The impact on these liabilities represents a decrease of €252,000.
Given that they mainly consist of real estate investments, as of June 30, 2017 no changes were made to the fair value of pension plan assets (apart from the discounting effect) at December 31, 2016.
| Retirement | Switzerland | |||
|---|---|---|---|---|
| €'000 | compensation - France |
Pension Plan | Long service awards |
Total |
| Dec 31, 2015 | 1,570 | 6,843 | 13 | 8,427 |
| Cost of past services | 184 | 1,008 | 81 | 1,273 |
| Interest expense | 51 | 55 | 4 | 110 |
| Actuarial gains/(losses) | 207 | 814 | 0 | 1 021 |
| Plan asset payment | (996) | 0 | 0 | (996) |
| Benefits paid | (142) | (888) | (78) | (1,108) |
| Exchange differences | 0 | 77 | 7 | 84 |
| Other changes* | 0 | 0 | 487 | 487 |
| Dec 31, 2016 | 874 | 7,909 | 514 | 9,297 |
| Cost of past services | 116 | 592 | 0 | 707 |
| Interest expense | 6 | 16 | 0 | 21 |
| Actuarial gains/(losses) | (47) | (252) | 0 | (299) |
| Plan asset payment | 0 | 0 | 0 | 0 |
| Benefits paid | 0 | (481) | (25) | (506) |
| Exchange differences | 0 | (137) | (8) | (145) |
| June 30, 2017 | 948 | 7,647 | 481 | 9,075 |
NOTE 20 – Other non-current liabilities
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Commitment to buy back shares from minority shareholders and earn-out | 8,668 | 8,349 |
| Other payables | 46 | 18 |
| Total other non-current liabilities | 8,715 | 8,367 |
NOTE 21 – Provisions
| Reversal | ||||||
|---|---|---|---|---|---|---|
| €'000 | Dec 31, 2016 |
Increases | Used | Not used | Exchange differences |
June 30, 2017 |
| Current provisions | 916 | 654 | (95) | 0 | (4) | 1,471 |
| Provisions for guarantees | 619 | 654 | (4) | 0 | (4) | 1,265 |
| Provisions for employee & admin. disputes | 232 | 0 | (91) | 0 | 141 | |
| Provisions for commercial disputes | 65 | 0 | 65 |
NOTE 22 – Other current liabilities
| €'000 | June 30, 2017 | Dec 31, 2016 |
|---|---|---|
| Tax and social security payables | 10,934 | 8,878 |
| Customer accounts payable | 693 | 1,020 |
| Earn-out | 321 | |
| Other payables | 1,385 | 401 |
| Fair value of derivative financial instruments | 48 | 122 |
| Deferred income & other accruals | 179 | 0 |
| Total other current liabilities | 13,561 | 10,421 |
NOTE 23 - Information relating to business areas
| Q1 2017 | Q2 2017 | H1 2017 | Q1 2016 |
Q2 2016 |
H1 2016 | |
|---|---|---|---|---|---|---|
| Flexible composite materials | 36,257 | 42,248 | 78,504 | 37,056 | 44,375 | 81,431 |
| Other operations | 4,536 | 5,989 | 10,526 | 1,758 | 1,825 | 3,583 |
| Total revenues | 40,793 | 48,237 | 89,030 | 38,814 | 46,200 | 85,014 |
| Q1 2017 | Q2 2017 | H1 2017 | Q1 2016 |
Q2 2016 |
H1 2016 | |
|---|---|---|---|---|---|---|
| Southern Europe | 14,520 | 16,002 | 30,522 | 14,905 | 16,648 | 31,553 |
| Wide Europe | 12,969 | 15,250 | 28,219 | 12,138 | 16,876 | 29,014 |
| Rest of World | 8,768 | 10,996 | 19,764 | 10,013 | 10,851 | 20,864 |
| Total flexible composite materials sales | 36,257 | 42,248 | 78,505 | 37,056 | 44,375 | 81,431 |
NOTE 24 – External expenses
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Bank charges | (227) | (224) |
| Maintenance and repairs | (1,892) | (2,098) |
| Leasing and rental costs | (3,368) | (2,921) |
| Transport | (3,948) | (4,252) |
| Fees and advertising expenses | (6,024) | (6,591) |
| Other external expenses | (5,934) | (5,540) |
| Total external expenses | (21,393) | (21,626) |
NOTE 25 - Personnel expenses and senior management remuneration
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Staff pay | (19,396) | (16,523) |
| Social security charges | (4,980) | (4,637) |
| Pension commitments | (707) | (691) |
| Other personnel expenses | (904) | (603) |
| Staff profit share | 0 | (378) |
| Total personnel expenses | (25,987) | (22,831) |
Personnel expenses cover both permanent and fixed-term contracts.
In accordance with the ANC information notice of February 28, 2013, the proceeds from the Tax Credit for Competitiveness and Employment (CICE) have been recognized as a reduction in personnel expense in the amount of €323,000 for fiscal 2017 compared to €244,000 for fiscal 2016.
| June 30, 2017 | June 30, 2016 | |
|---|---|---|
| TOTAL | 753 | 664 |
| COMMERCIAL | 234 | 184 |
| Sales staff | 186 | 145 |
| Sales administration | 21 | 18 |
| MKG & Com | 27 | 21 |
| OPERATIONS | 430 | 402 |
| Production | 381 | 351 |
| Logistics | 49 | 51 |
| SUPPORT FUNCTIONS - R&D | 89 | 78 |
| G&A | 59 | 49 |
| R&D | 30 | 29 |
Senior management remuneration:
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Ferrari Participations (for services provided) | 677 | 488 |
| Corporate officers' remuneration | 99 | 84 |
| Benefits in kind | 3 | 3 |
| Total senior management remuneration | 779 | 575 |
Ferrari Participations (for services provided)
SergeFerrari Group is managed by Sébastien Ferrari (Chairman and Chief Executive Officer), Romain Ferrari (Chief Operating Officer), Philippe Brun (Chief Financial Officer) and Hervé Trellu (Senior Vice President Sales & Marketing).
The amounts shown relate solely to the compensation paid in respect of the operational positions held by Sébastien Ferrari, Romain Ferrari, Philippe Brun and Hervé Trellu. The amount for Hervé Trellu applies to the period from September 1, 2016.
The total invoiced amount under the management fees agreement, which amounted to €1,631,000 in H1 2017 and €1,731,000 in H1 2016, is shown in the table in Note 31 'Related party transactions', and is recorded under 'Other external expenses'.
Corporate office
All compensation received in respect of Group corporate offices held by Sébastien Ferrari, Romain Ferrari, Philippe Brun and Hervé Trellu.
Benefits in kind
Benefits in kind relating to the provision of company vehicles.
Share-based remuneration
As of December 31, 2016 the fair value of shares granted to executives amounted to €432,000. The number of bonus shares to be allotted to corporate officers was estimated at 34,000 shares as of June 30, 2017.
NOTE 26 – Depreciation, amortization and impairment
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Intangible assets | (597) | (911) |
| Property, plant and equipment | (2,486) | (2,636) |
| Total depreciation, amortization and impairment | (3,083) | (3,547) |
NOTE 27 - Provision expenses
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Operating provisions | (654) | (342) |
| Receivables provisions | (413) | (259) |
| Inventory and WIP provisions | (3,349) | (1,256) |
| WIP and finished goods reversals | 2,498 | 431 |
| Reversals of receivables provisions | 111 | 91 |
| Reversals of operating provisions | 96 | 0 |
| Net provisions for impairment | (1,712) | (1,334) |
NOTE 28 - Other recurring income and expenses
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Operating grants | 35 | 91 |
| Gains on disposal of assets | 0 | 41 |
| Other | 315 | 273 |
| Other recurring income and expenses | 350 | 405 |
NOTE 29 – Financial income and expenses
| H1 2017 | H1 2016 | |
|---|---|---|
| Net cost of debt | (172) | (177) |
| Income from cash and cash equivalents | 148 | 130 |
| Interest expense | (321) | (306) |
| Other financial income and expenses | (266) | (38) |
| Net currency gains/(losses) | (595) | (5) |
| - USD | (619) | 104 |
| - CHF | 60 | (16) |
| - EUR and other | (36) | (94) |
| Change in value of derivative financial instruments | 73 | 24 |
| - USD and CHF exchange rate | 55 | 5 |
| - Interest rate | 18 | 19 |
| Financial expenses on employee benefits | (21) | (79) |
| Dividends from non-consolidated entities | 6 | 4 |
| Other | 270 | 18 |
| Net financial expense | (439) | (215) |
NOTE 30 – Tax charge
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Deferred tax | 427 | 1,189 |
| Current tax | (950) | (3,263) |
| Total income tax | (523) | (2,074) |
The notional tax expense is calculated using the tax rate on French companies of 34.43% for fiscal years 2016 and 2017. This charge is reconciled with the recognized tax expense as follows:
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Net income | 2,532 | 4,454 |
| Offset: | ||
| => Share of earnings of equity affiliates | 467 | 572 |
| => Tax charge | (523) | (2,074) |
| Income before tax | 3,522 | 7,099 |
| French statutory tax rate | 34.43% | 34.43% |
| Notional tax charge | (1,213) | (2,444) |
| Reconciliation | ||
| => Tax credits | 330 | 167 |
| => Tax rate differences - France/other countries | 225 | 243 |
| => Permanent differences | (56) | (63) |
| => Other | 190 | 24 |
| Actual tax charge | (523) | (2,074) |
| Effective tax rate | 14.9% | 29.2% |
NOTE 31 – Miscellaneous taxes
| €'000 | H1 2017 | H1 2016 |
|---|---|---|
| Other miscellaneous taxes | (912) | (873) |
| Miscellaneous payroll taxes | (579) | (602) |
| Total miscellaneous taxes | (1,491) | (1,475) |
Miscellaneous payroll taxes include the ongoing training contribution, the 1% housing contribution, apprentice tax and disability tax levied in France. All other miscellaneous taxes are included under 'Other miscellaneous taxes'.
The Company recorded CVAE business value added tax amounting to €413,000 for H1 2017 and €429,000 for H1 2016.
| H1 2017 | H1 2016 | |||||
|---|---|---|---|---|---|---|
| €'000 | Ferrari Participations |
Real estate companies |
Vinyloop | Ferrari Participations |
Real estate companies |
Vinyloop |
| Operating payables | 1,335 | 1,582 | - | 2,219 | 1,922 | 38 |
| Operating receivables | 1,764 | 1,249 | - | 1,915 | 1,621 | - |
| Current accounts | 62 | - | - | 888 | - | - |
| Purchases of goods and services | 1,631 | 1,501 | 197 | 1,731 | 1,578 | 209 |
| Sales of goods and services | 78 | 71 | - | 67 | 50 | - |
| Interest income | 5 | - | 3 | 31 | - | 18 |
NOTE 32 – Related party transactions
Income recognized corresponds to services rendered under the services agreement whereby Serge Ferrari SAS provides administrative services (assistance in accounting, human resources management and IT services) to other Group entities and companies related to the Group.
There are no material transactions between SCEA Malherbe and SergeFerrari Group.
Expenses correspond to:
- Ferrari Participations: re-invoicing under the agreement described in Note 24 "Executive compensation".
- Real estate companies: rent paid to real estate companies directly or indirectly controlled by the same Ferrari family group, for industrial sites in France and Switzerland.
These agreements were entered into on arm's length terms.
NOTE 33 – Off-balance sheet commitments
There was no material change in off-balance sheet commitments during first half 2017 in relation to the commitments presented in the 2016 Registration Document.
Group liability guarantees were provided for under the acquisition agreement signed in relation to:
- The acquisition of Milton Ltd shares
- The acquisition of FERRATEKS assets.
STATUTORY AUDITORS' REPORT ON THE FIRST HALF 2017 FINANCIAL REPORT
To the Shareholders,
Pursuant to our engagement by your shareholders' General Meeting and in application of Article L. 451-1-2 III of the French Monetary and Financial Code, we have:
-
performed a limited review of the SergeFerrari Group condensed consolidated financial statements covering the period from January 1 to June 30, 2017, as attached hereto;
-
verified the information given in the half-year activity report.
The half-year condensed consolidated financial statements have been prepared under the responsibility of theBoard of Directors. Our responsibility is to express our opinion on these financial statements on the basis of our limited review.
I - Opinion on the financial statements
We have conducted our limited review in accordance with professional standards applicable in France.
A limited review consists primarily of making inquiries of management responsible for accounting and financial matters and applying analytical procedures. The work is of limited scope compared to the work required for an audit performed in accordance with auditing standards applicable in France. Accordingly, the assurance under a limited review that the financial statements, taken as a whole, are free from material misstatement, is moderate and less than that provided by an audit.
On the basis of our limited review, we did not identify any material misstatements that may suggest that the interim financial information in the half-year condensed consolidated financial statements does not comply with IAS 34 - Interim Financial Reporting, as adopted by the European Union.
II – Specific testing
We have also verified the information provided in the half-year activity report commenting on the halfyear condensed consolidated financial statements on which we performed our limited review.
We have no comments on the report's fairness and its consistency with the half-year condensed consolidated financial statements.
Lyon and Villeurbanne, September 13, 2017
The Statutory Auditors
CABINET MARTINE CHABERT MAZARS
Martine Chabert Pierre Beluze
ZONE INDUSTRIELLE DE LA TOUR DU PIN 38110 SAINT JEAN DE SOUDAIN - FRANCE phone +33(0) 4 74 97 41 33