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Société Bic — Interim / Quarterly Report 2019
Aug 1, 2019
1147_ir_2019-08-01_63392833-b9c4-4871-8861-6d3f9bc2858d.pdf
Interim / Quarterly Report
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MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE 6-MONTH PERIOD ENDED JUNE 30, 2019 1
| 1.1 | Key figures | 2 |
|---|---|---|
| 1.2 | H1 2019 Highlights | 3 |
| 1.3 | H1 2019 Group operational trends | 4 |
| 1.4 | H1 2019 operational trends by category | 6 |
| 1.5 | BIC Group Net Sales by geography | 8 |
| 1.6 | Impact of change in perimeter and currency fluctuations on net sales (excludes Argentinian Peso) |
8 |
| 1.7 | Reconciliation with alternative performance measures |
9 |
| 1.8 | Share repurchase program – cancelled shares | 10 |
| 1.9 | Related-party transactions | 10 |
| 1.10 Capital evolution | 10 | |
| 1.11 Material events that occurred in H1 2019 | 11 | |
| 1.12 Material events that occurred after June 30, 2019 | 11 | |
| 1.13 Description of the principal risks and uncertainties for H2 2019 |
11 | |
| 1.14 Full-Year 2019 Outlook | 12 | |
| 1.15 Glossary | 12 | |

HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS 13
2.1 Consolidated income statement 14 2.2 Consolidated statement of comprehensive income 15 2.3 Consolidated statement of financial position 16 2.4 Consolidated statement of changes in equity 18 2.5 Consolidated cash flow statement 19 2.6 Notes to the half-year consolidated financial statements 21 AUDITOR'S REPORT 37

STATEMENT ON THE HALF-YEARLY REPORT 2019 39
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE 6-MONTH PERIOD ENDED JUNE 30, 2019
| 1.1 | KEY FIGURES | 2 |
|---|---|---|
| 1.2 | H1 2019 HIGHLIGHTS | 3 |
| 1.3 | H1 2019 GROUP OPERATIONAL TRENDS | 4 |
| 1.4 | H1 2019 OPERATIONAL TRENDS BY CATEGORY | 6 |
| 1.5 | BIC GROUP NET SALES BY GEOGRAPHY | 8 |
| 1.6 | IMPACT OF CHANGE IN PERIMETER AND CURRENCY FLUCTUATIONS ON NET SALES (EXCLUDES ARGENTINIAN PESO) |
8 |
| 1.7 | RECONCILIATION WITH ALTERNATIVE PERFORMANCE MEASURES | 9 |
| 1.8 | SHARE REPURCHASE PROGRAM – CANCELLED SHARES | 10 |
| 1.9 | RELATED-PARTY TRANSACTIONS | 10 |
| 1.10 CAPITAL EVOLUTION | 10 | |
| 1.11 MATERIAL EVENTS THAT OCCURRED IN H1 2019 | 11 | |
| 1.12 MATERIAL EVENTS THAT OCCURRED AFTER JUNE 30, 2019 | 11 | |
| 1.13 DESCRIPTION OF THE PRINCIPAL RISKS AND UNCERTAINTIES FOR H2 2019 | 11 | |
| 1.14 FULL-YEAR 2019 OUTLOOK | 12 | |
| 1.15 GLOSSARY | 12 |
1.1 KEY FIGURES
| (in million euros) | H1 2019 vs. H1 2018 | ||||||
|---|---|---|---|---|---|---|---|
| H1 2018 | H1 2019 | As reported | FX impact (1) (in pts) |
Change in Perimeter (2) (in pts) |
Argentina impact (in pts) |
Comparative basis |
|
| Group | |||||||
| Net Sales | 959.3 | 960.2 | +0.1% | +2.4 | (0.7) | - | (1.6)% |
| Gross Profit | 507.4 | 478.5 | |||||
| Normalized Income From Operations (NIFO) | 188.2 | 153.1 | (18.7)% | ||||
| Normalized IFO margin | 19.6% | 15.9% | |||||
| Income From Operations (IFO) | 119.5 | 126.1 | +5.4% | ||||
| IFO margin | 12.5% | 13.1% | |||||
| Net Income Group Share | 70.8 | 89.6 | +26.6% | ||||
| Net Income Group Share excluding Cello Goodwill Impairment & restructuring costs |
139.5 | 108.4 | (22.3)% | ||||
| Normalized Earnings Per Share Group Share | |||||||
| (in euros) | 3.05 | 2.43 | (20.3)% | ||||
| Earnings Per Share Group Share (in euros) | 1.55 | 1.99 | +28.4% | ||||
| Stationery | |||||||
| Net Sales | 401.3 | 400.8 | (0.1)% | +2.1 | +1.5 | (0.1) | (3.6)% |
| Normalized IFO | 47.0 | 34.2 | |||||
| Normalized IFO margin | 11.7% | 8.5% | |||||
| IFO | (21.8) | 23.7 | |||||
| IFO margin | -5.4% | 5.9% | |||||
| Lighters | |||||||
| Net Sales | 317.7 | 319.7 | +0.6% | +3.3 | - | - | (2.7)% |
| Normalized IFO | 117.7 | 105.3 | |||||
| Normalized IFO margin | 37.1% | 32.9% | |||||
| IFO | 117.7 | 95.9 | |||||
| IFO margin | 37.1% | 30.0% | |||||
| Shavers | |||||||
| Net Sales | 210.5 | 224.5 | +6.7% | +2.3 | +0.2 | (0.1) | +4.2% |
| Normalized IFO | 24.6 | 16.1 | |||||
| Normalized IFO margin | 11.7% | 7.2% | |||||
| IFO | 24.6 | 9.3 | |||||
| IFO margin | 11.7% | 4.2% | |||||
| Other products | |||||||
| Net Sales | 29.8 | 15.2 | (48.7)% | (0.2) | (43.6) | - | (4.9)% |
| Normalized IFO | (1.0) | (2.5) | |||||
| IFO | (1.0) | (2.9) |
(1) Forex impact excluding Argentinian Peso (ARS).
(2) Haco Industries Ltd and BIC Sport.
H1 2019 Highlights
1.2 H1 2019 HIGHLIGHTS
NET SALES
- Stationery: 400.8 million euros (-3.6% on a comparative basis)
- Lighters: 319.7 million euros (-2.7% on a comparative basis)
- Shavers: 224.5 million euros (+4.2% on a comparative basis)
RESULTS
- Normalized Income From Operations (NIFO): 153.1 million euros (-18.7% as reported)
- Normalized IFO margin: 15.9% compared to 19.6% in H1 2018
- Reported Income From Operations (IFO): 126.1 million euros (+5.4% as reported)
- Earnings Per Share Group share: 1.99 euros (+28.4% as reported)
- Normalized Earning Per Share Group share: 2.43 euros (-20.3% as reported)
- Net cash position as of June 30, 2019: -11.0 million euros
H1 2019 Group operational trends
1.3 H1 2019 GROUP OPERATIONAL TRENDS
NET SALES
H1 2019 Net Sales totaled 960.2 million euros, up 0.1% as reported and down 1.6% on a comparative basis(1). The favorable impact of currency fluctuations (+2.4%) was due to the strong U.S. dollar against the euro (2). Europe grew slightly by 0.2% on a comparative basis , while North America and Developing Markets declined by 2.3% and by 2.6%, respectively.
INCOME FROM OPERATIONS AND NORMALIZED INCOME FROM OPERATIONS
H1 2019 Gross Profit margin was 49.8%, compared to 52.9% in H1 2018, due to negative foreign exchange impact versus last year and increase in Raw Material costs.
H1 2019 Normalized IFO was 153.1 million euros compared to 188.2 million euros in H1 2018, with Normalized IFO margin of 15.9% vs. 19.6% in H1 2018. The decline in Normalized IFO margin was driven by lower gross profit margin and increase in Brand Support, mainly in Lighters, partially offset by a decrease in OPEX.
KEY COMPONENTS OF THE CHANGE IN NORMALIZED IFO MARGIN
| (in points) | Q1 2019 vs. Q1 2018 | Q2 2019 vs. Q2 2018 | H1 2019 vs. H1 2018 | |
|---|---|---|---|---|
| • Change in Gross Profit (Cost of Production) | (2.9) | (3.1) | (3.1) | |
| • Brand Support | (1.4) | (1.0) | (1.2) | |
| • OPEX and other expenses | +0.7 | +0.4 | +0.6 | |
| TOTAL CHANGE IN NORMALIZED IFO MARGIN | (3.6) | (3.7) | (3.7) |
NON-RECURRING ITEMS
| Q1 | Q2 | H1 | ||||
|---|---|---|---|---|---|---|
| (in million euros) | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 |
| Income From Operations | 69.6 | 54.6 | 50.0 | 71.4 | 119.5 | 126.1 |
| As % of Net Sales | 16.7% | 13.1% | 9.2% | 13.1% | 12.5% | 13.1% |
| Restructuring costs (transformation plan) | - | - | - | 27.0 | - | 27.0 |
| Cello goodwill impairment in 2018 | - | - | 68.7 | - | 68.7 | - |
| Normalized IFO | 69.6 | 54.6 | 118.7 | 98.5 | 188.2 | 153.1 |
| As % of Net Sales | 16.7% | 13.1% | 21.8% | 18.1% | 19.6% | 15.9% |
2018 Cello goodwill impairment is explained by lower growth perspectives in both domestic and export sales.
2019 Restructuring costs amounted to 27.0 million euros and are related to the transformation plan "BIC-2022 Invent The future".
(1) Excluding Argentina
(2) This excludes the Argentinian peso.
H1 2019 Group operational trends
NET INCOME AND EPS
H1 2019 Income before tax was at 124.4 million euros, compared to 125.3 million euros in H1 2018. Net finance revenue was negative 1.7 million euros compared to a positive 5.8 million euros in H1 2018. H1 2018 benefited from a favorable impact of the fair value adjustments to financial assets denominated in USD (BRL and €), while H1 2019 is negatively impacted by hyperinflation accounting related to Argentina.
H1 2019 Net Income Group Share was 89.6 million euros as reported, compared to 70.8 million euros in H1 2018. H1 Net Income Group share excluding restructuring costs and Cello goodwill impairment was 108.4 million euros compared to 139.5 million euros last year. The effective tax rate was 28.0%.
Q2 2019 Net Income Group Share was 50.3 million euros compared to 22.2 million euros in Q2 2018. Q2 2019 Net Income Group Share excluding restructuring costs and Cello goodwill impairment was 69.1 million euros compared to 90.9 million euros last year.
H1 2019 EPS Group share was 1.99 euros, up 28.4%, compared to 1.55 euros in H1 2018. Normalized H1 2019 EPS Group share decreased 20.3% to 2.43 euros, compared to 3.05 euros last year.
Q2 2019 EPS Group Share was 1.11 euros up 126.5%, compared to 0.49 euros in Q2 2018. Normalized Q2 2019 EPS Group share decreased 22.1% to 1.55 euros, compared to 1.99 euros last year.
NET CASH POSITION
At the end of June 2019, the Group's net cash position stood at -11.0 million euros.
CHANGE IN NET CASH POSITION
| (in million euros) | 2018 | 2019 |
|---|---|---|
| NET CASH POSITION (BEGINNING OF PERIOD - DECEMBER) | 204.9 | 161.5 |
| • Net cash from operating activities | +83.1 | +79.6 |
| • Of which operating cash flow |
+197.7 | +164.7 |
| • Of which change in working capital and others |
(114.6) | (85.1) |
| • CAPEX | (51.6) | (47.5) |
| • Dividend payment | (157.8) | (155.2) |
| • Share buyback program | (23.9) | (39.2) |
| • Net cash from the exercise of stock options and the liquidity contract | +1.4 | (0.8) |
| • Haco Industries Ltd acquisition | - | (1.8) |
| • Proceeds from the sale of BIC Graphic North America and Asian Sourcing | +9.2 | - |
| • Others | (10.2) | (7.6) |
| NET CASH POSITION (END OF PERIOD - JUNE) | 55.1 | (11.0) |
Net cash from operating activities was +79.6 million euros, including +164.7 million euros in operating cash flow. The negative 85.1 million euros change in working capital, and others was notably driven by accounts receivables and inventory increased when compared to December 2018 mainly due to preparation for Back-to-School season reinforced by a negative phasing impact from June to July. Net cash was also negatively impacted by investments in CAPEX as well as the dividend payments and share buybacks.
SHAREHOLDERS' REMUNERATION
- Ordinary dividend of 3.45 euros per share paid in June 2019.
- 39.2 million euros in share buy-backs by Société BIC at the end of June 2019 (478,667 shares purchased at an average price of 81.83 euros).
H1 2019 operational trends by category
1.4 H1 2019 OPERATIONAL TRENDS BY CATEGORY
Stationery
Stationery H1 2019 Net Sales were flat as reported, down 1.1% at constant currency and down 3.6% on a comparative basis. Q2 2019 Net Sales were up 1.2% as reported, down 0.6% at constant currency and 2.3% on a comparative basis.
- In Europe, in a slightly growing market up 1.8% in value(1) , BIC gained 0.1 points in value share. H1 Net Sales were down low-single digit impacted by a negative Back-to-School phasing in France during Q2, with shipments to customers postponed from June to July . This more than offset the good performance of our added-value products such as BIC® Gelocity Quick Dry and recently launched BIC® Intensity Medium felt pen.
- In North America, we performed in line with a flattish U.S. Stationery market and we were able to gain shares in added-value segments such as Gel and Permanent Marker and in e-commerce (+0.7 points in value)(2). H1 Net Sales were flat, impacted by a negative phasing of Back-to-School shipments from June to July. We continued to see new products such as BIC® Gelocity Ultra and BIC® BodyMark tattoo marker performing successfully.
- H1 Net Sales in Latin America were down mid-single digit as we were overall impacted by Pimaco (our manufacturer and
distributor of adhesive labels) in Q1 as well as by weak performance in Ecuador during H1. In Mexico, despite a highly competitive environment, BIC is outperforming the market(3) notably in Ball Pen and Marking. In Brazil our performance was fueled by distribution gains in Ball Pen and Graphite segments as we gained 0.8 pts in value(4) in a declining market.
- In the Middle-East and Africa region, we continued to see the benefits from the transfer of Haco Industries Ltd' manufacturing facilities and distribution activities during H1. Our change in route-to-market in East Africa drove a double-digit increase in Net Sales in the region.
- Cello Pens H1 Domestic Sales were down low-double digit as we were negatively impacted by our initiative to reduce shipments to superstockists in India to support our change in route-to-market strategy. However, as expected we started to recover in Q2, with Domestic Net Sales growing mid-single digit, fueled by the performance of our Champion Brands such as Butterflow.
H1 2019 Normalized IFO margin for Stationery was 8.5%, compared to 11.7% in H1 2018 mainly driven by higher Raw Material costs, unfavorable forex trends and higher Brand Support investments. Q2 2019 Normalized IFO margin was 12.8%, compared to 15.0% in Q2 2018.
(1) GFK YTD May 2019 in value.
(2) NPD YTD June 2019 in value.
(3) Nielsen YTD June 2019 (Home panel - 25% coverage), in value (4) Nielsen YTD June 2019 (Home panel - 10% coverage), in value
H1 2019 operational trends by category
Lighters
Lighters H1 2019 Net Sales increased by 0.6% as reported, down 1.9% at constant currency, and down by 2.7% on a comparative basis. Second Quarter 2019 Net Sales were up by 3.0% as reported, by 0.7% at constant currency, and flat on a comparative basis.
- H1 Net Sales were up low-single digit in Europe as we progressively implemented price adjustments across countries and distribution channels. Our first major advertising campaign launched in France, Belgium and Germany to address directly our consumers showed encouraging results and reinforced BIC's brand image of quality and safety.
- The U.S. Non-Refillable Pocket lighter market declined by 5.0% in value year-to-date(1) , in which BIC gained 0.2 points in market share. In this challenging environment, following a weak Q1, North America H1 Net Sales decreased mid-single digit.
- In Latin America, H1 Net Sales were up low-single digit fueled by Brazil. Both customer pre-buys ahead of the April price increase and further distribution gains drove overall performance in the region.
H1 2019 Normalized IFO margin for Lighters was 32.9%, compared to 37.1% in H1 2018, the decrease was mainly driven by unfavorable forex trend and higher Brand Support investments in particular with the lighter campaign in Europe. Q2 2019 Normalized IFO margin was 34.5%, compared to 38.4% in Q2 2018.
Shavers
Shavers H1 2019 Net Sales increased by 6.7% as reported, by 5.6% at constant currency, and also increased by 4.2% on a comparative basis. Q2 2019 Net Sales increased by 1.8% as reported, by 0.8% at constant currency and decreased by 0.7% on a comparative basis.
● In Europe, BIC outperformed a flat market, gaining 0.5 points in value(2) , while H1 Net Sales were up mid-single digit. In Western Europe, performance was driven by both added-value products such as BIC® Flex 3, BIC® Miss Soleil and BIC® Flex 5, and by recent launches with BIC® Miss Soleil Sensitive. In Russia, the continued momentum of BIC® Flex 3 Hybrid and successful launch of BIC® Flex 5 Hybrid, coupled with further distribution gains drove growth during H1.
- North America H1 Net Sales were up low-single digit, propelled by both value and high-end products. In a declining U.S. one-piece market (down by 5% in value (3) , BIC gained 1.9 points thanks to Women one-piece segment with the introduction of commercial innovations on BIC® Silky Touch, solid performance of our BIC® Soleil franchise (BIC® Soleil Sensitive, BIC® Soleil Bella, BIC® Soleil Balance), in addition to the successful launch of BIC® Soleil Click 5.
- Latin America H1 Net Sales were up mid-single digit. BIC outperformed in a relatively flat market in Mexico, gaining 1.1 points in value (4) driven by further product premiumization towards the three-blade offering with BIC® Miss Soleil Sensitive and BIC® Flex 3. Brazil performance was also key as BIC gained 0.3 points in a declining market (down by 1.1% in value), with continued distribution gains, in line with our product trade-up strategy.
- H1 Net Sales were up low double digit in Middle-East and Africa, fueled by the Flex range in Morocco and South Africa, and by strong promotional activities with BIC®1 during the African Cup of Nations in West African countries and in South Africa.
H1 2019 Normalized IFO margin for Shavers was 7.2% compared to 11.7% in H1 2018. Sales volume increase were offset by unfavorable forex trends as well as by higher Raw Material costs and increase in Brand Support. Q2 2019 Normalized IFO margin was 7.3%, compared to 14.9% in Q2 2018.
Other Products
H1 2019 Net Sales of Other Products decreased by 48.7% as reported and by 4.9% on a comparative basis. Q2 2019 Net Sales decreased by 56.3% as reported and by 4.3% on a comparative basis.
H1 2019 Normalized IFO for Other Products was negative 2.5 million euros, compared to a negative 1.0 million euros in H1 2018 including BIC Sport for a positive 1.0 million euros. Q2 2019 Normalized IFO for Other Products was negative 0.9 million euros, compared to positive 1.2 million euros last year including BIC Sport for a positive 1.1 million euros.
(1) IRI YTD Period ending June 30, 2019, in value
- (2) Nielsen YTD April 2019 Total disposable Market EU 5 average : France, Italy, Poland, UK and Russia in value
- (3) IRI YTD Period ending June 30, 2019 in value
- (4) Nielsen Shaver Disposable YTD May 2019 in value
BIC Group Net Sales by geography
1.5 BIC GROUP NET SALES BY GEOGRAPHY
| (in million euros) | Q2 2019 vs. Q2 2018 | H1 2019 vs. H1 2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Q2 2018 | Q2 2019 | As reported | Comparative basis |
H1 2018 | H1 2019 | As reported | Comparative basis |
|
| Group | ||||||||
| Net Sales | 543.9 | 544.8 | +0.2 | (1.3) | 959.3 | 960.2 | +0.1 | (1.6) |
| Europe | ||||||||
| Net Sales | 176.1 | 167.9 | (4.6) | (1.3) | 300.3 | 290.7 | (3.2) | +0.2 |
| North America | ||||||||
| Net Sales | 224.9 | 227.5 | +1.1 | (2.4) | 379.8 | 389.3 | +2.5 | (2.3) |
| Developing Markets | ||||||||
| Net Sales | 142.9 | 149.4 | +4.6 | +0.3 | 279.1 | 280.2 | +0.4 | (2.6) |
1.6 IMPACT OF CHANGE IN PERIMETER AND CURRENCY FLUCTUATIONS ON NET SALES (EXCLUDES ARGENTINIAN PESO)
| (in %) | Q2 2018 | Q2 2019 | H1 2018 | H1 2019 |
|---|---|---|---|---|
| Perimeter | (0.8) | (1.0) | (1.2) | (0.7) |
| Currencies | (6.1) | +2.4 | (7.4) | +2.4 |
| Of which USD | (2.6) | +2.0 | (3.6) | +2.4 |
| Of which BRL | (1.2) | (0.1) | (1.3) | (0.3) |
| Of which INR | (0.3) | +0.1 | (0.4) | - |
| Of which MXN | (0.7) | +0.5 | (0.5) | +0.4 |
| Of which RUB and UAH | (0.3) | +0.1 | (0.3) | - |
Reconciliation with alternative performance measures
1.7 RECONCILIATION WITH ALTERNATIVE PERFORMANCE MEASURES
NORMALIZED IFO RECONCILIATION
| (in million euros) | H1 2018 | FY 2018 | H1 2019 |
|---|---|---|---|
| Income From Operations | 119.5 | 258.8 | 126.1 |
| Cello and Pimaco goodwill impairment | +68.7 | +74.2 | - |
| Restructuring costs (Stationery and Lighters manufacturing reorganization, transformation plan, Haco Industries acquisition related costs, transformation plan) |
- | +15.4 | +27.0 |
| BIC Sport Divestiture | - | +4.9 | - |
| Argentina hyperinflationary accounting (IAS 29) | - | (0.9) | - |
| Normalized IFO | 188.2 | 352.4 | 153.1 |
NORMALIZED EPS RECONCILIATION
| (in euros) | H1 2018 | FY 2018 | H1 2019 |
|---|---|---|---|
| EPS | 1.55 | 3.80 | 1.99 |
| Cello and Pimaco goodwill impairment | +1.50 | +1.62 | - |
| Restructuring costs (Stationery and Lighters manufacturing reorganization, transformation plan, Haco Industries acquisition related costs, transformation plan) |
- | +0.23 | +0.41 |
| BIC Sport Divestiture | - | +0.10 | - |
| Argentina hyperinflationary accounting (IAS29) | - | +0.12 | +0.03 |
| Normalized EPS | 3.05 | 5.87 | 2.43 |
NET CASH RECONCILIATION
| (in million euros – rounded figures) | December 31, 2018 | June 30, 2019 |
|---|---|---|
| Cash and cash equivalents (1) | +157.5 | +182.3 |
| Other current financial assets (2)(1) | +12.8 | +9.3 |
| Current borrowings (3)(2) | (8.9) | (199.8) |
| Non-current borrowings (4) | - | (2.8) |
| NET CASH POSITION (1) + (2) - (3) - (4) | 161.5 | (11.0) |
(1) In the balance sheet at June 30, 2019 and at December 31, 2018, the line "Other current financial assets and derivative instruments" also includes respectively 3.1 million euros and 5.3 million euros worth of derivative instruments.
(2) Excluding financial liabilities following IFRS16 implementation.
1.8 SHARE REPURCHASE PROGRAM – CANCELLED SHARES
SOCIÉTÉ BIC obtained at the Annual Shareholders' Meeting on May 22, 2019 to renew its shares repurchase program.
During the First Half of 2019:
● SOCIÉTÉ BIC repurchased 478,667 shares under the share repurchase program authorized by the Annual Shareholders' Meeting held on May 16, 2018, excluding shares acquired under the liquidity agreement;
● SOCIÉTÉ BIC repurchased, under the liquidity agreement Natixis - ODDO BHF, 97,014 shares for a total value of 7.66 million euros and sold 79,208 shares for a total value of 6.34 million euros.
SHARE BUY-BACK PROGRAM – SOCIÉTÉ BIC
| Number of shares acquired | Average weighted price (in euros) | Amount (in million euros) | |
|---|---|---|---|
| February 2019 | 272,388 | 83.24 | 22.7 |
| March 2019 | 126,408 | 82.41 | 10.4 |
| April 2019 | 44,871 | 76.63 | 3.4 |
| May 2019 | 35,000 | 75.42 | 2.6 |
| June 2019 | - | - | - |
| TOTAL | 478,667 | 81.83 | 39.2 |
The number of free, performance-based shares transferred to beneficiaries by SOCIÉTÉ BIC was 114,755 during the first half of 2019. The number of free, non-performance-based shares transferred to beneficiaries by SOCIÉTÉ BIC was 14,350.
Moreover, SOCIÉTÉ BIC proceeded to 162,025 free performancebased share grants and 17,550 non-performance-based share grants in 2019.
1.9 RELATED-PARTY TRANSACTIONS
This paragraph is aimed at ensuring transparency in the relationship between the Group and its Shareholders (and their representatives), as well as in the links between the Group and related companies that the Group does not exclusively control (i.e. joint ventures or investments in associates).
Significant related-party transactions are described in the Note 24 – Related parties on page 240 of the Group BIC 2018 registration document filed with the Autorité des Marchés Financiers (AMF) on March 20, 2019. During the First Half of 2019, no other significant related-party transactions have been identified.
1.10 CAPITAL EVOLUTION
As of June 30, 2019, the total number of issued shares of SOCIÉTÉ BIC was 46,010,907 shares, representing:
- 67,688,129 voting rights;
- 66,668,443 voting rights excluding shares without voting rights.
Total number of treasury shares held at the end of June 2019: 1,019,686.
Material events that occurred in H1 2019
1.11 MATERIAL EVENTS THAT OCCURRED IN H1 2019
On June 6th 2019, BIC took the next step in its "BIC 2022-Invent The protect margin sustainability during the plan. A total of 45 million Future" transformation plan with additional annualized savings of euros of annualized savings by 2022 is now expected. 25 million euros by 2022, to be reinvested in growth and help
1.12 MATERIAL EVENTS THAT OCCURRED AFTER JUNE 30, 2019
On July 25th, 2019 BIC announced it has signed a definitive agreement to acquire 100% of Lucky Stationery Nigeria Ltd (LSNL). The closing is expected end of 2019.
1.13 DESCRIPTION OF THE PRINCIPAL RISKS AND UNCERTAINTIES FOR H2 2019
BIC pursues an active and dynamic approach to risk management. The purpose of this approach is to enhance the Group's capacity in identifying, managing and monitoring major risks that could affect:
- its personnel, assets, environment or reputation;
- the Group's ability to reach its objectives and abide by its values, ethics or laws and regulations.
The approach is based on identification and analysis of the main risks to which the Group is exposed, particularly those related to the following areas: financial markets, legal, industry and environment, strategy and operations.
A description of the main risks identified by the BIC Group is available in the section entitled "Risks" of the 2018 registration document (page 37) filed with the Autorité des Marchés Financiers (AMF) on March 20, 2019 and which is available online, following this link: http://www.bicworld.com/en/finance/publications/.
No additional significant risk or uncertainties have been identified for the second half of 2019.
Full-Year 2019 Outlook
1.14 FULL-YEAR 2019 OUTLOOK
We expect 2019 Group Net Sales to grow slightly on a comparative basis(1) :
- In a continued challenging trading environment, overall sales performance will continue to be subject to macro-economic uncertainties and continued competitive pressure;
- H2 performance will be driven by favorable Back-to-School phasing, continuous growth in e-commerce, further distribution gains and the success of our added-value products in Stationery and Shavers. While the U.S. market will continue to be challenging, Lighters Net Sales should benefit from the positive impact of the price increase in Brazil.
Full Year 2019 Normalized Income from Operations margin is expected to be between 16.5% and 18%:
- While Full Year Gross Margin will continue to be impacted by unfavorable foreign exchange trends, H2 should benefit from more favorable Raw Material costs and positive fixed costs absorption;
- Brand Support should be lower in H2 vs H1, notably in Lighters.
1.15 GLOSSARY
- Constant currency basis: constant currency figures are calculated by translating the current year figures at prior year monthly average exchange rates.
- Organic change or Comparative basis: at constant currencies and constant perimeter. Figures at constant perimeter exclude the impacts of acquisitions and/or disposals that occurred during the current year and/or during the previous year, until their anniversary date. All Net Sales category comments are made on a comparative basis. Organic change excludes Argentina Net Sales for both 2018 and 2019.
- Gross profit is the margin that the Group realizes after deducting its manufacturing costs.
- Normalized IFO: normalized means excluding non-recurring items.
- Normalized IFO margin: Normalized IFO as a percentage of Net Sales.
- Net cash from operating activities: principal revenue-generating activities of the entity and other activities that are not investing or financing activities.
- Net cash position: Cash and cash equivalents + Other current financial assets - Current borrowings - Non-current borrowings (except financial liabilities following IFRS 16 implementation).
(1) For 2019 Net Sales, on a comparative basis will exclude Full Year 2018 BIC Sport's Net Sales and 2019 Haco Industries Ltd incremental Net Sales.

HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
| 2.1 | CONSOLIDATED INCOME STATEMENT | 14 |
|---|---|---|
| 2.2 | CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 15 |
| 2.3 | CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 16 |
| 2.4 | CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 18 |
| 2.5 | CONSOLIDATED CASH FLOW STATEMENT | 19 |
| 2.6 | NOTES TO THE HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS | 21 |

Consolidated income statement
2.1 CONSOLIDATED INCOME STATEMENT
(condensed financial statements)
| (in thousand euros) | Notes | June 30, 2018 | June 30, 2019 |
|---|---|---|---|
| Net sales | 2-2 | 959,294 | 960,200 |
| Cost of goods | 4 | (451,864) | (481,654) |
| Gross profit(a) | 507,430 | 478,546 | |
| Distribution costs | 4 | (138,969) | (145,333) |
| Administrative expenses | 4 | (105,156) | (96,234) |
| Other operating expenses | 4 | (73,435) | (82,741) |
| Other income | 5 | 1,424 | 5,742 |
| Other expenses | 5 | (71,754) | (33,929) |
| Income from operations | 119,540 | 126,051 | |
| Income from cash and cash equivalents | 6 | 3,348 | 2,725 |
| Net finance income/(Net finance costs) | 6 | 2,426 | (4,342) |
| Income before tax | 125,314 | 124,434 | |
| Income tax expense | 7 | (54,520) | (34,841) |
| Net income from consolidated entities | 70,794 | 89,593 | |
| Net income from continuing operations | 8 | 70,794 | 89,593 |
| Net income from discontinued operations | - | - | |
| Consolidated income of which: | 70,794 | 89,593 | |
| Non-controlling interests | - | - | |
| Net income Group share | 8 | 70,794 | 89,593 |
| Earnings per share Group share (in euros) | 1.55 | 1.99 | |
| Continuing operations | 8 | 1.55 | 1.99 |
| Discontinued operations | - | - | |
| Diluted earnings per share Group share (in euros)(b) | 1.54 | 1.97 | |
| Continuing operations | 8 | 1.54 | 1.97 |
| Discontinued operations | - | - | |
| Average number of shares outstanding net of treasury shares over the period | 8 | 45,755,483 | 45,120,558 |
(a) Gross profit is the margin that the Group realizes after deducting its manufacturing costs.
(b) The dilutive elements taken into account are stock options and free shares.
Consolidated statement of comprehensive income
2.2 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(condensed financial statements)
| (in thousand euros) | Notes | June 30, 2018 | June 30, 2019 | |
|---|---|---|---|---|
| GROUP NET INCOME | A | 70,794 | 89,593 | |
| OTHER COMPREHENSIVE INCOME | ||||
| Actuarial differences on post-employment benefits not recyclable to the income statement(a) |
21,942 | (6,477) | ||
| Deferred tax on actuarial differences on post-employment benefits | (4,911) | 1,555 | ||
| Total actuarial differences not recyclable to the income statement – Net of tax |
B | 17,031 | (4,921) | |
| Gain/(Loss) on cash flow hedge | (17,254) | (2,257) | ||
| Exchange differences arising on translation of overseas operations(b) | (31,564) | 14,067 | ||
| Equity instruments at fair value | (3) | 3 | ||
| Deferred tax and current tax recognized on other comprehensive income | 7,221 | 397 | ||
| Other comprehensive income recyclable to the income statement – Net of tax |
C | (41,600) | 12,210 | |
| TOTAL COMPREHENSIVE INCOME | D = A + B + C | 46,225 | 96,881 | |
| Attributable to: | ||||
| • BIC Group | 46,225 | 96,881 | ||
| • Non-controlling interests | - | - | ||
| TOTAL | 46,225 | 96,881 |
(a) The impact of actuarial differences is mainly due to U.S. plans.
(b) The main items impacting the translation reserve variance for the period, by currency, are as follows: Brazilian real 4.6 million euros, U.S. dollar 1.6 million euros,
Indian rupee 2.2 million euros, Argentinian peso -1.3 million euros and Mexican peso 3.8 million euros.
HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
2.3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(condensed financial statements)
Assets
| (in thousand euros) | Notes | Dec. 31, 2018 | January 1, 2019* | June 30, 2019 |
|---|---|---|---|---|
| Goodwill | 9 | 210,158 | 210,158 | 211,315 |
| Property, plant and equipment | 699,755 | 699,755 | 698,925 | |
| Intangible assets | 76,413 | 76,413 | 77,247 | |
| Investment properties | 1,742 | 1,742 | 1,695 | |
| Other non-current assets | 10 | 27,921 | 27,921 | 24,591 |
| Deferred tax assets | 141,968 | 141,968 | 146,240 | |
| Derivative instruments | 18 | 44 | 44 | 3 |
| Non-current assets | 1,158,001 | 1,158,001 | 1,160,017 | |
| Inventories | 11 | 449,152 | 449,152 | 494,760 |
| Income tax advance payments | 34,755 | 34,755 | 29,598 | |
| Trade and other receivables | 11, 20-1 | 534,683 | 534,683 | 639,624 |
| Other current assets | 14,703 | 14,703 | 21,597 | |
| Derivative instruments | 18 | 5,289 | 5,289 | 3,058 |
| Other current financial assets | 20, CF (h) | 12,855 | 12,855 | 9,312 |
| Cash and cash equivalents | 20, CF | 157,533 | 157,533 | 182,338 |
| Current assets | 1,208,970 | 1,208,970 | 1,380,288 | |
| TOTAL ASSETS | 2,366,971 | 2,366,971 | 2,540,305 |
* Opening balance sheet – First application IFRIC 23 – Uncertainty over income tax treatments.
CF: see consolidated cash flow statement.
HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
Equity and liabilities
| (in thousand euros) | Notes | Dec. 31, 2018 | January 1, 2019* | June 30, 2019 |
|---|---|---|---|---|
| Share capital | 12-1 | 173,269 | 173,269 | 171,866 |
| Accumulated profits | 1,464,857 | 1,451,455 | 1,356,577 | |
| Shareholders' equity Group share |
1,638,126 | 1,624,724 | 1,528,443 | |
| Non-controlling interests | - | - | - | |
| Shareholders' equity | SHEQ | 1,638,126 | 1,624,724 | 1,528,443 |
| Non-current borrowings | 13, 20-2 | 32,032 | 32,032 | 32,420 |
| Other non-current liabilities | 994 | 994 | 6,247 | |
| Employee benefits obligation | 163,823 | 163,823 | 171,871 | |
| Provisions | 14 | 43,507 | 56,909 | 80,231 |
| Deferred tax liabilities | 41,735 | 41,735 | 24,424 | |
| Derivative instruments | 18 | 37 | 37 | 100 |
| Non-current liabilities | 282,127 | 295,529 | 315,293 | |
| Trade and other payables | 11 | 137,729 | 137,729 | 151,031 |
| Current borrowings | 13 | 22,580 | 22,580 | 213,607 |
| Current tax due | 15,869 | 15,869 | 40,188 | |
| Other current liabilities | 15 | 259,107 | 259,107 | 279,696 |
| Derivative instruments | 18 | 11,433 | 11,433 | 12,047 |
| Current liabilities | 446,718 | 446,718 | 696,570 | |
| TOTAL EQUITY AND LIABILITIES | 2,366,971 | 2,366,971 | 2,540,305 |
* Opening balance sheet – First application IFRIC 23 – Uncertainty over income tax treatments.
SHEQ: See consolidated statement of changes in equity.
2.4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| (in thousand euros) | Notes | Share capital |
Accu mulated profits |
Addi tionnal paid in capital |
Actuarial differences recognized in equity |
Trans lation reserve |
Cash flow hedge derivatives |
Share holders' equity Group share |
Non controlling interests |
Share holders' equity |
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2017 | 175,141 | 1,693,439 | 7,851 | (99,387) | (85,697) | 10,823 | 1,702,170 | - | 1,702,170 | |
| IFRS 9 adjustment – Financial assets depreciation Hyperinflation impact in Argentina |
- | (3,583) | - | - | - | - | (3,583) | - | (3,583) | |
| on the opening*** | - | 3,239 | - | - | - | - | 3,239 | - | 3,239 | |
| At January 1, 2018 restated | 175,141 | 1,693,095 | 7,851 | (99,387) | (85,697) | 10,823 | 1,701,826 | - | 1,701,826 | |
| Dividends paid | CF, 16 | - | (157,762) | - | - | - | - | (157,762) | - | (157,762) |
| Decrease in share capital(a) | (2,626) | (51,399) | - | - | - | - | (54,025) | - | (54,025) | |
| Increase in share capital | 261 | 4,096 | - | - | - | - | 4,357 | - | 4,357 | |
| Treasury shares | 493 | (930) | - | - | - | - | (437) | - | (437) | |
| Recognition of share-based payments |
CF, 17 | - | - | 8,404 | - | - | - | 8,404 | - | 8,404 |
| Hyperinflation impact | ||||||||||
| in Argentina | - | 4,999 | - | - | - | - | 4,999 | 4,999 | ||
| Other | - | (2) | - | - | (2) | (4) | (8) | - | (8) | |
| Total transactions with Shareholders |
(1,871) | (200,998) | 8,404 | - | (2) | (4) | (194,472) | - | (194,472) | |
| Net income for the period | - | 173,350 | - | - | - | - | 173,350 | - | 173,350 | |
| Other comprehensive income | - | 1,394 | - | 4,439 | (33,244) | (15,166) | (42,578) | - | (42,578) | |
| Total comprehensive income | - | 174,744 | - | 4,439 | (33,244) | (15,166) | 130,772 | - | 130,772 | |
| At December 31, 2018 | 173,269 | 1,666,841 | 16,255 | (94,948) | (118,943) | (4,347) | 1,638,126 | - | 1,638,126 | |
| First application IFRIC 23 – | ||||||||||
| Uncertainty over income tax treatments impact |
- | (13,404) | - | - | - | - | (13,404) | - | (13,404) | |
| At January 1, 2019 restated | 173,269 | 1,653,437 | 16,255 | (94,948) | (118,943) | (4,347) | 1,624,724 | - | 1,624,724 | |
| Dividends paid | CF, 16 | - | (155,228) | - | - | - | - | (155,228) | - | (155,228) |
| Decrease in share capital(a) | - | - | - | - | - | - | - | - | - | |
| Increase in share capital | - | - | - | - | - | - | - | - | - | |
| Treasury shares | ( 1,403) | ( 38,967) | - | - | - | - | (40,370) | - | (40,370) | |
| Recognition of share-based payments |
CF, 17 | - | - | 113 | - | - | - | 113 | - | 113 |
| Hyperinflation impact in Argentina |
- | 2,334 | - | - | - | - | 2,334 | - | 2,334 | |
| Other | - | (6) | - | - | (5) | - | (11) | - | (11) | |
| Total transactions with Shareholders |
(1,403) | (191,867) | 113 | - | (5) | - | (193,161) | - | (193,161) | |
| Net income for the period | - | 89,593 | - | - | - | - | 89,593 | - | 89,593 | |
| Other comprehensive income | - | (205) | - | (4,921) | 14,067 | (1,652) | 7,288 | - | 7,288 | |
| Total comprehensive income | - | 89,387 | - | (4,921) | 14,067 | (1,652) | 96,881 | - | 96,881 | |
| At June 30, 2019 | 171,866 | 1,550,921 | 16,368 | (99,869) | (104,845) | (5,998) | 1,528,443 | - | 1,528,443 |
(a) No share has been cancelled during the first half 2019.
CF: see consolidated cash flow statement.
2.5 CONSOLIDATED CASH FLOW STATEMENT
| (in thousand euros) | Notes | June 30, 2018 | June 30, 2019 |
|---|---|---|---|
| Operating activities | |||
| Net income Group share | IS | 70,794 | 89,593 |
| Income and expense without cash impact: | |||
| Non-controlling interests | IS | - | - |
| Argentina hyperinflationary accounting | - | 1,460 | |
| Depreciation and amortization of intangible and tangible assets and investment properties | 2 | 53,001 | 57,110 |
| Impairment loss | (47) | (280) | |
| Goodwill impairment | 9, (a) | 68,709 | - |
| Provision for employee benefits | 8,953 | 8,723 | |
| Other provisions (excluding provisions on current assets) | 14 | 790 | 36,947 |
| Unrealized foreign currency gain/loss | (b) | (4,938) | 1,246 |
| Hedging and derivative instruments | 18 | 929 | 762 |
| Option premium expense | 18 | 560 | 1,033 |
| Recognition of share-based payments | 17, SHEQ | 5,614 | 113 |
| Deferred tax variation | (6,631) | (32,270) | |
| (Gain)/Loss from disposal of fixed assets | 5, (c) | (50) | 218 |
| Cash flow from operations | 197,684 | 164,655 | |
| (Increase)/Decrease in net working capital | 11, (d) | (134,405) | (106,263) |
| Payments related to employee benefits | (e) | (6,843) | (7,869) |
| Financial expense/(income) | 6 | (1,244) | (385) |
| Interest (paid)/received | 1,365 | 450 | |
| Income tax expense | 61,151 | 53,710 | |
| Income tax paid | (34,592) | (24,666) | |
| NET CASH FROM OPERATING ACTIVITIES | 83,116 | 79,633 | |
| Investing activities | |||
| Disposal of fixed assets | (c) | 603 | 136 |
| Purchases of property, plant and equipment | (g) | (48,324) | (44,777) |
| Purchases of intangible assets | (g) | (3,281) | (2,766) |
| (Increase)/Decrease in other investments | 73 | 30 | |
| Sale of other current financial assets | (h) | 5,021 | 3,587 |
| Purchase of Haco Industries Kenya | (i) | - | (1,807) |
| NET CASH FROM INVESTING ACTIVITIES | (45,908) | (45,596) | |
| Financing activities | |||
| Dividends paid | SHEQ, 16, (j) | (157,762) | (155,228) |
| Borrowings/(Repayments) | 13, (k) | 100,929 | 103,835 |
| Payments of obligations under leases | (7,292) | (8,294) | |
| Purchase of financial instruments | 18 | (659) | (1,102) |
| Increase in treasury shares | (l) | (23,919) | (39,995) |
| Exercise of stock options | (l) | 1,444 | - |
| NET CASH FROM FINANCING ACTIVITIES | (87,259) | (100,784) | |
| Net cash variation | (50,051) | (66,747) | |
| Opening cash and cash equivalents net of bank overdrafts | BS, 13 | 186,969 | 149,795 |
| Exchange difference | (3,189) | 1,582 | |
| CLOSING CASH AND CASH EQUIVALENTS NET OF BANK OVERDRAFTS | BS, 13 | 133,729 | 84,629 |
IS: See consolidated income statement. SHEQ: See consolidated statement of changes in equity.
BS: See consolidated balance sheet.

As of June 30, 2019 cash and cash equivalents amounted to 182.3 million euros and bank overdrafts to 97.7 million euros.
Net Cash From Operating Activities
H1 2019 net cash from operating activities amounted to 79.6 million euros and included 3.0 million euros in payments related to restructuring (1.9 million euros during the first half 2018).
During the first half 2018, a partial Cello goodwill impairment was booked for 68.7 million euros (see Note 9)(a) and constituted a non-cash event.
The Group recorded foreign exchange (gains)/losses with no cash impact in financial income and restated these in the consolidated cash flow statement(b) .
There was no significant disposal of fixed assets during the first half 2018 and 2019(c) .
The working capital (see Note 11 for the definition) increase amounted to 106.3 million euros compared to an increase during the first half 2018 of 134.4 million euros. The 2019 variance is mainly explained by an increase in trade receivables(d) .
The payments related to employee benefits were mainly driven by the U.S. (e) .
Net Cash From Investing Activities
Net cash from investing activities amounted to -45.6 million euros during the first half 2019 compared to -45.9 million euros during the first half 2018.
During the first half 2019 and 2018, there was no disposal of individually significant fixed assets(c) .
During the first half of 2019, the BIC Group disbursed 47.5 million euros of property, plant and equipment and intangible assets (including 2.5 millions euros related to assets payables variance)(g) .
Purchases of property, plant and equipment do not include finance leases booked as a counterpart to a financial debt, as these transactions do not have any impact on cash(g) .
The amount of financial assets classified under "Other current financial assets" refers to investments not eligible for classification as cash & cash equivalents under IAS 7. As of June 30, 2019, these investments consisted of units of UCITS and negotiable debt securities, all of which are liquid within 5 days(h) .
End of 2018, the transfer of Haco Industries Kenya Ltd stationery manufacturing and distribution to BIC was completed (i). 1.8 million euros were paid during the first half 2019.
Net Cash From Financing Activities
Net cash from financing activities amounted to -100.8 million euros during the first half 2019 compared to -87.3 million euros during the first half 2018.
The dividends paid represent the dividends paid by SOCIÉTÉ BIC to its Shareholders (see Note 16)(j) .
As of June 30, 2019, new borrowings amounted to 103.8 million euros compared to 100.9 million euros during the first half 2018. They are short-term financing to ensure the ad hoc liquidity needs of SOCIÉTÉ BIC (k) .
During the first half 2019, 478,667 shares were repurchased by SOCIÉTÉ BIC for 39.2 million euros (l). Under the liquidity agreement, SOCIÉTÉ BIC bought 97,014 shares for 7.7 million euros and sold 79,208 shares for 6.3 million euros.
During the first half 2018, 296,932 shares were repurchased by SOCIÉTÉ BIC for 23.8 million euros and 1,706 shares were repurchased by BIC Corporation for an amount of 0.2 million euros. Under the liquidity agreement, SOCIÉTÉ BIC bought 314,097 shares for 26.6 million euros and sold 312,216 shares for 26.5 million euros. In addition, 15,526 options were exercised in the period for 1.0 million euros, including 0.1 million euros which have not yet been received at end of June 2018. Moreover, in early 2018, SOCIÉTÉ BIC received 0.7 million euros related to stock options exercised at the end of 2017(I) .
2.6 NOTES TO THE HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
General
| NOTE 1 | MAIN RULES AND ACCOUNTING POLICIES | 22 | |
|---|---|---|---|
| 1-1 1-2 1-3 |
Accounting policies Change in Group structure Subsequent events |
22 22 22 |
|
| NOTE 2 | OPERATING SEGMENTS | 23 | |
| 2-1 2-2 |
General information Information on the income statement and |
23 | |
| assets by activity | 23 | ||
| 2-3 | Information by geography | 23 | |
| NOTE 3 | EXCHANGE RATES OF FOREIGN CURRENCIES | 24 |
Balance sheet - Liabilities
| NOTE 12 | SHARE CAPITAL | |
|---|---|---|
| 12-1 Share capital 12-2 SOCIÉTÉ BIC shares held in treasury stock and |
30 | |
| share repurchase program as of June 30, 2019 | 30 | |
| NOTE 13 | BORROWINGS AND FINANCIAL LIABILITIES | 31 |
| NOTE 14 | PROVISIONS | 32 |
| NOTE 15 | OTHER CURRENT LIABILITIES | 33 |
Additional information
Income statement
| NOTE 4 | OPERATING EXPENSES | 25 |
|---|---|---|
| NOTE 5 | OTHER INCOME AND EXPENSES FINANCIAL INCOME INCOME TAX |
|
| NOTE 6 | ||
| NOTE 7 | ||
| 7-1 Income tax expense 7-2 Deferred and current tax recognized in other |
26 | |
| comprehensive income | 26 | |
| NOTE 8 | EARNINGS PER SHARE GROUP SHARE | 27 |
Balance sheet - Assets
| NOTE 9 | GOODWILL | 28 |
|---|---|---|
| NOTE 10 | OTHER NON-CURRENT ASSETS | 29 |
| NOTE 11 | CHANGE IN NET WORKING CAPITAL | 29 |
| NOTE 16 | DIVIDENDS | 33 | |
|---|---|---|---|
| NOTE 17 | SHARE BASED PAYMENTS | 33 | |
| NOTE 18 | FINANCIAL INSTRUMENTS | 33 | |
| 18-1 18-2 |
Impact of interest rate and foreign exchange risk hedging on the consolidated financial statements as of June 30, 2019 Impact of interest rate and foreign exchange risk hedging on the consolidated financial statements as of December 31, 2018 |
33 34 |
|
| NOTE 19 | CONTINGENT LIABILITIES | 34 | |
| NOTE 20 | EXPOSURE TO MARKET RISKS | 34 | |
| 20-1 20-2 |
Credit risk Fair value of financial assets and liabilities |
34 35 |

NOTE 1 MAIN RULES AND ACCOUNTING POLICIES
1-1 Accounting policies
1-1-1 General
Pursuant to European regulation n°1606/2002 of July 19, 2002 concerning international accounting standards, the consolidated financial statements of the BIC Group have been prepared in accordance with accounting principles as defined by the International Accounting Standards Board (IASB) as adopted by the European Union. International Financial Reporting Standards are available on the European Union website at http://ec.europa.eu/internal_market/accounting/ias/index_en.htm.
The international standards include the IFRS (International Financial Reporting Standards), the IAS (International Accounting Standards), as well as their SIC (Standing Interpretation Committee) and IFRIC (International Financial Reporting Interpretations Committee) interpretations.
The condensed half-year consolidated financial statements as of June 30, 2018 and June 30, 2019 have been prepared in compliance with IAS 34 – Interim financial reporting. The financial statements have been prepared on the historical cost basis, except for the valuation of certain financial instruments.
IAS 34 allows presentation of a selection of notes to the condensed half-year consolidated financial statements that should be read in conjunction with the consolidated financial statements of December 31, 2018.
The measurement procedures used for the interim condensed consolidated financial statements are as follows:
- interim period income tax expense results from the estimated annual Group effective income tax rate applied to the pre-tax result of the interim period excluding non recurring material items. The income tax charge related to any unusual item in the period is accrued using its actual tax expense;
- regarding the main pension plans and other employee benefits (United States, Canada), actuarial valuations are performed every six months. Amounts recognized in the interim statement of financial position are based on estimates made at the end of the previous year and on the discount rates as of June 30. Regarding share-based payments and other benefits plans, expenses are recognized in the period on a pro rata basis of the estimated costs for the year.
The principal accounting policies remain unchanged compared to last year except for adoption of the following standard, effective since January 1, 2019.
1-1-2 Adoption of new and revised International Financial Reporting Standards, interpretations and amendments
New standards, amendments and interpretations of mandatory application for financial years beginning on or after January 1, 2019
The following standards and amendments are effective since January 1, 2019 and have been applied to the consolidated financial statement as of June 30, 2019:
● IFRIC 23 – Uncertainty over Income Tax Treatments. IFRIC 23 is an interpretation which provides guidance on how to account for uncertain tax treatments and positions.
It clarifies and set up principles for recognition and measurement of assets and liabilities over income tax related risks, when there is uncertainty over tax positions taken. Only income tax is in the scope.
This Interpretation is effective for annual reporting beginning January 1, 2019 using the partial retrospective method.
We have adjusted negatively the Shareholders' equity from 13 million euros as of January 1, 2019 (counterpart provision for risks and charges see Note 14). This risk relates to a tax uncertainty on one of our Brazilian subsidiaries and the tax deductibility of certain expenses recognized in the financial statements of this subsidiary.
- Amendments to IAS 19 Employee Benefits Plan Amendment, Curtailment or Settlement;
- Annual improvements to IFRSs 2015-2017 Cycle:
- IAS 12 Income Taxes,
- IFRS 3 Business Combinations.
New standards, interpretations and amendments that may be applied early for financial years beginning on or after January 1, 2019
As of June 30, 2019, the Group did not elect to early apply any standard, interpretation or amendment.
Standards, interpretations and amendments that may not be applied early for financial years beginning on or after January 1, 2019
• Amendment of the references of the conceptual framework in ifrs standards.
Analysis on the practical consequences of these new regulations is in progress.
1-2 Change in Group structure
No significant change in Group structure.
1-3 Subsequent events
No subsequent event occurred between July 1, 2019 and the reporting date.
NOTE 2 OPERATING SEGMENTS
2-1 General information
BIC Group operating segments have been determined based on the reports regularly provided to the management and used to make strategic decisions.
The management, composed of operational representatives responsible for the continent, representatives of the categories and cross-functional functions, considers the business from a product category perspective, knowing that each category can be reviewed for a specific geographic area if necessary.
The categories are as follows: Stationery, Lighters, Shavers, Other Products.
These operating segments receive their revenues from the production and distribution of each product category.
2-2 Information on the income statement and assets by activity
All indicators are determined according to IFRS, except for:
- normalized income from operations, which is the income from operations restated for non-recurring items (in particular real estate gains, the gain or loss on the sale of businesses and restructuring costs). It constitutes the key financial metrics used within the Group;
- capital additions, which are the purchases and internal generation of property, plant and equipment and intangible fixed assets for the period.
| June 30, 2018 | June 30, 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in million euros) | Stationery | Lighters | Shavers | Other Products |
Total | Stationery | Lighters | Shavers | Other Products |
Total |
| Income Statement | ||||||||||
| • Net sales | 401 | 318 | 210 | 30 | 959 | 401 | 320 | 224 | 15 | 960 |
| • Depreciation and amortization | (16) | (11) | (15) | (11) | (53) | (16) | (12) | (17) | (12) | (57) |
| • Impairment loss | (69) | - | - | - | (69) | - | - | - | - | - |
| • Income from operations | (22) | 118 | 24 | (1) | 119 | 24 | 96 | 9 | (3) | 126 |
| Restatements made to obtain the normalized income from operations |
||||||||||
| • Cello Goodwill impairment | 69 | - | - | - | 69 | - | - | - | - | - |
| • restructuring costs | - | - | - | - | - | 10 | 9 | 7 | - | 27 |
| Normalized income from operations | 47 | 118 | 24 | (1) | 188 | 34 | 105 | 16 | (2) | 153 |
As of June 30, 2019, the BIC Group had not identified any major customer with which it realized more than 10% of its net sales over the period.
| June 30, 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in million euros) | Stationery | Lighters | Shavers | Other Products |
Total | Stationery | Lighters | Shavers | Other Products |
Total |
| Capital additions(1) | 11 | 19 | 13 | 9 | 51 | 13 | 13 | 11 | 8 | 45 |
| Net inventories | 216 | 132 | 106 | 17 | 470 | 242 | 141 | 103 | 9 | 495 |
(1) Excluding capital additions cashed out in 2019 related to 2018 amounting 2.5 million euros.
2-3 Information by geography
The geographies identified by the management are: France, Europe (excluding France), North America and Developing markets.
| June 30, 2018 | June 30, 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in million euros) | France | Europe excluding France |
North America |
Developing markets |
Total | France | Europe excluding France |
North America |
Developing markets |
TOTAL |
| Net sales | 109 | 191 | 380 | 279 | 959 | 95 | 196 | 389 | 280 | 960 |
HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
Notes to the half-year consolidated financial statements
| June 30, 2018 | June 30, 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in million euros) | France | Europe excluding France |
North America |
Developing markets |
Total | France | Europe excluding France |
North America |
Developing markets |
TOTAL |
| Non-current assets* | 262 | 203 | 231 | 297 | 993 | 261 | 204 | 222 | 326 | 1 013 |
* Other than financial instruments (3 thousand euros in 2019 and 136 thousand euros in 2018), deferred tax assets (146.2 million euros in 2019 and 105.0 million euros in 2018).
NOTE 3 EXCHANGE RATES OF FOREIGN CURRENCIES
The following table shows foreign currency equivalents of one euro (for instance: average 2019 is 1 euro = 1.13 U.S. dollars).
| Average | Average | June 30, 2018 | June 30, 2019 | |
|---|---|---|---|---|
| Foreign currencies | Euro | Euro | Euro | Euro |
| U.S. dollar – USD | 1.21 | 1.13 | 1.17 | 1.14 |
| Australian dollar – AUD | 1.57 | 1.60 | 1.58 | 1.62 |
| Canadian dollar – CAD | 1.55 | 1.51 | 1.54 | 1.49 |
| Swiss franc – CHF | 1.17 | 1.13 | 1.16 | 1.11 |
| Chinese renminbi – CNY | 7.70 | 7.67 | 7.72 | 7.82 |
| British pound – GBP | 0.88 | 0.87 | 0.89 | 0.90 |
| Hong Kong dollar – HKD | 9.48 | 8.86 | 9.15 | 8.89 |
| Indian rupee – INR | 79.53 | 79.10 | 79.81 | 78.52 |
| Japanese yen – JPY | 131.46 | 124.10 | 129.04 | 122.60 |
| Korean won – KRW | 1,302.30 | 1,295.42 | 1,297.00 | 1,315.00 |
| Malaysian ringgit – MYR | 4.77 | 4.65 | 4.71 | 4.71 |
| New Zealand dollar – NZD | 1.69 | 1.68 | 1.72 | 1.70 |
| Philippine peso – PHP | 62.97 | 58.97 | 62.17 | 58.34 |
| Polish zloty – PLN | 4.22 | 4.29 | 4.37 | 4.25 |
| Swedish krona – SEK | 10.16 | 10.52 | 10.45 | 10.56 |
| South African rand – ZAR | 14.89 | 16.05 | 16.05 | 16.12 |
| Argentinian peso – ARS | 26.26 | 47.45 | 34.43 | 48.44 |
| Brazilian real – BRL | 4.15 | 4.34 | 4.49 | 4.35 |
| Mexican peso – MXN | 23.09 | 21.65 | 22.88 | 21.82 |
| Ukrainian hryvnia – UAH | 32.33 | 30.42 | 30.70 | 29.78 |
| Russian ruble – RUB | 71.96 | 73.70 | 73.16 | 71.60 |
To date we do not see any significant impact attributable to Brexit. The British subsidiary of the BIC Group, BIC UK, has been importing most of its products from BIC factories located in the Euro zone for years and is invoiced in euros by these entities.
The fluctuation of the exchange rate of the British Pound against the Euro is fully integrated into our foreign exchange risk management processes.
The exposure of our british perimeter amounts 15.4 million euros as of June 30, 2019.
NOTE 4 OPERATING EXPENSES
| (in thousand euros) | June 30, 2018 | June 30, 2019 |
|---|---|---|
| Raw materials, consumables used and change in inventory | 228,455 | 239,100 |
| Staff costs | 262,838 | 262,025 |
| Depreciation and amortization expenses | 53,001 | 57,110 |
| Other operating expenses | 225,130 | 242,708 |
| Impairment loss on manufacturing equipment | - | (172) |
| Profit on operational foreign currency translation | - | 5,191 |
| TOTAL | 769,424 | 805,962 |
Other income and expenses are not included in the total amount and are disclosed in Note 5.
Other operating expenses mainly include outside services.
Research and development costs recognized under operating expenses for the first semester of 2019 amounted to 15.3 million euros as for 2018.
They include the French research tax credit for 1.4 million euros as for 2018.
NOTE 5 OTHER INCOME AND EXPENSES
| (in thousand euros) | June 30, 2018 | June 30, 2019 |
|---|---|---|
| Royalties income | 5 | 102 |
| Gain on disposal of fixed assets | 50 | - |
| Other | 1,369 | 5,640 |
| Other income | 1,424 | 5,742 |
| Impairment loss on goodwill | (68,661) | - |
| Cost reduction plans | - | (27,006) |
| Other | (3,093) | (6,923) |
| Other expenses | (71,754) | (33,929) |
| TOTAL | (70,330) | (28,187) |
include the restructuring costs amounting 27 million euros related statement) and 1.4 million euros is recorded as a current liability. to deploying the second phase of the transformation plan announced on June 6th, 2019. Out of the 27 million euros, 22.6 million euros is classified as a provision for risks and charges (see
Other income and expenses incurred in the first half 2019 mainly Note 14), 3 million euros has been cashed out (see cash flow
Other income and expenses incurred in the first half 2018 mainly include the partial Cello goodwill impairment amounting to 68.7 million euros.

HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS
Notes to the half-year consolidated financial statements
NOTE 6 FINANCIAL INCOME
| (in thousand euros) | June 30, 2018 | June 30, 2019 |
|---|---|---|
| Interest income from cash and cash equivalents | 1,872 | 1,099 |
| Interest on bank deposits | 1,476 | 1,626 |
| Income from cash and cash equivalents | 3,348 | 2,725 |
| Interest expense | (1,376) | (1,585) |
| Cost of financial debt – IFRS 16 | (728) | (755) |
| Argentina hyperinlfation accounting - IAS 29 | - | (2,845) |
| Net financial foreign exchange difference | 4,530 | 843 |
| Net finance income/(Net finance costs) | 2,426 | (4,342) |
| FINANCE (COSTS)/REVENUE | 5,774 | (1,617) |
The decrease in financial income during the first half of 2019 compared to the first half of 2018 comes from several factors:
● During the first semester of 2018, the appreciation of the U.S. dollar against the euro generated a very favorable impact, on the valuation of financial assets denominated in U.S. dollars;
- First half of 2019 was negatively impacted by Argentina hyperinflation accounting for 2.8 million euros;
- Income from cash and cash equivalents decreased compared to the previous period due to lower interest rates.
NOTE 7 INCOME TAX
7-1 Income tax expense
| (in thousand euros) | June 30, 2018 | June 30, 2019 |
|---|---|---|
| Income before tax | 125,314 | 124,434 |
| Tax charge | 54,520 | 34,841 |
| TAX RATE | 43.51% | 28.00% |
on an annual basis. The Tax charge is calculated by applying the items in the period is accrued using the actual tax expense. estimated average rate for the 2019 full year to income before tax (excluding non recurring material items), taking into account any tax rate changes voted by June 30, 2019 and effective after
At the end of June 2019, the Group effective tax rate is determined June 30, 2019. The income tax charge related to any non recurring
As of June 30, 2018, the Cello goodwill had been partially impaired for an amount of 68.7 million euros and had generated an increase in the Group effective tax rate.
7-2 Deferred and current tax recognized in other comprehensive income
Deferred and current taxes recognized in other comprehensive income result from the following items:
At June 30, 2019
| (in thousand euros) | Other comprehensive income |
Deferred taxes |
|---|---|---|
| Actuarial differences on post-employment benefits (1) | (6,477) | 1,555 |
| Other comprehensive income (2) | 11,814 | 398 |
| Cash flow hedge | (2,257) | 605 |
| Foreign exchange impact | 14,067 | (209) |
| Other | 3 | 2 |
| TOTAL (1)+(2) | 5,337 | 1,952 |
At June 30, 2018
| (in thousand euros) | Other comprehensive income |
Deferred taxes |
|---|---|---|
| Actuarial differences on post-employment benefits (1) | 21,942 | (4,911) |
| Other comprehensive income (2) | (48,821) | 7,221 |
| Cash flow hedge | (17,254) | 5,974 |
| Foreign exchange impact | (31,564) | 558 |
| Other | (3) | 689 |
| TOTAL (1)+(2) | (26,879) | 2,310 |
NOTE 8 EARNINGS PER SHARE GROUP SHARE
Earnings per share (Group share) and diluted earnings per share (Group share) correspond to the Group net income divided by the relevant number of shares.
The number of shares used to calculate the earnings per share (Group share) is the weighted average number of ordinary shares outstanding during the period less the weighted average number of shares held in treasury stock by SOCIÉTÉ BIC during the period and presented as a reduction to equity.
The number of shares used to calculate the diluted earnings per share (Group share) is the weighted average number of shares potentially in circulation during the period, which corresponds to the number of shares used for basic earnings per share Group share, adjusted for the dilutive effect of stock options.
As of June 30, 2019, there are no shares with relutive impact and the maximum dilutive effect from unvested free shares is around 0.6% of the share capital.
| June 30, 2018 | June 30, 2019 | |
|---|---|---|
| Numerator (in thousand euros) | ||
| Net income Group share from continuing operations | 70,794 | 89,593 |
| Denominator (in number of shares) | ||
| Weighted average number of ordinary shares in circulation | 45,755,483 | 45,120,558 |
| Dilutive effect of stock options | 278,408 | 293,590 |
| Diluted weighted average number of ordinary shares in circulation | 46,033,891 | 45,414,148 |
| Earnings per share Group share from continuing operations (in euros) | ||
| Earnings per share Group share from continuing operations | 1.55 | 1.99 |
| Diluted earnings per share Group share from continuing operations | 1.54 | 1.97 |
NOTE 9 GOODWILL
| (in thousand euros) | Gross value | Impairment loss | Net value |
|---|---|---|---|
| At January 1, 2019 | 297,459 | (87,301) | 210,158 |
| Argentina hyperinflation | (2) | - | (2) |
| Exchange differences | 2,332 | (1,173) | 1,159 |
| At June 30, 2019 | 299,789 | (88,474) | 211,315 |
The balance, as of June 30, 2019, includes the following principal net goodwill:
| (in thousand euros) | At December 31, 2018 | June 30, 2019 |
|---|---|---|
| BIC CORPORATION – stationery(a) | 51,904 | 52,156 |
| BIC CORPORATION – lighter(a) | 41,190 | 41,408 |
| Cello Pens | 23,919 | 24,277 |
| BIC Violex | 70,516 | 70,630 |
| Kenya | 5,550 | 5,575 |
| PIMACO(a) | - | - |
| Others(a) | 17,080 | 17,269 |
| TOTAL | 210,158 | 211,315 |
(a) These goodwill amounts are linked to cash-generating units represented by distribution subsidiaries.
To perform the impairment tests, the Group used the following discount and perpetual growth rates:
| Weighted average cost of capital (WACC) before tax |
Perpetual growth rate |
|||
|---|---|---|---|---|
| 2018 | 2019 | 2018 | 2019 | |
| BIC CORPORATION | ||||
| Stationery | 9.7% | 9.5% | 1.5% | 1.5% |
| Lighter | 9.4% | 9.2% | 1.5% | 1.5% |
| Cello Pens | 14.9% | 14.1% | 4.8% | 4.8% |
| BIC Violex | 14.3% | 13.1% | 1.9% | 1.9% |
| Kenya | - | 15.7% | - | 5.0% |
| PIMACO | 23.9% | 20.4% | -15.0% | -1.5% |
Each goodwill item has been allocated to a cash-generating unit ("CGU") representing the lowest level at which goodwill is monitored by the Group.
The goodwill on BIC CORPORATION is thus mainly allocated to cash-generating units linked to the distribution by BIC CORPORATION of stationery products and lighters.
The goodwill on Cello Pens is allocated to the cash-generating units linked to the production and distribution of stationery products by Cello.
The remaining goodwill on BIC Violex is allocated to the cash-generating unit linked to shavers developed and/or produced by BIC Violex and sold all over the world. This cash-generating unit also includes the portion of BIC CORPORATION goodwill allocated to shavers.
The goodwill on Kenya is allocated to the cash-generating units linked to the production and distribution of stationery products by BIC East Africa.
As every year, as of June 30, 2019, the Group performed annual impairment tests on these goodwill amounts.
The goodwill impairment test methodology is based on a comparison between the recoverable amount of each of the Group's cash-generating units and the corresponding assets' net book value (including goodwill).
Such recoverable amounts correspond to the value in use and are determined using discounted future cash flow projections over a maximum of five years and a terminal value using the perpetual annuity method, including notably the following:
- the discount rate before taxes used is the weighted average cost of capital. Particular attention has been paid to the analysis of the main market items used for the calculation of the discount rate;
- the perpetual growth rates were determined based on external (inflation rate) and internal (business growth) sources. Perpetual growth rates above 2% take into account market specifics.
Considering the partial impairment last year on Cello goodwill, any negative variance of drivers (WACC, performance and perpetual growth rate) would lead to an additional impairment.
The sensitivity of the other impairment tests to changes in the key assumptions indicates that no reasonably likely change would lead to impairment, taking into account the observed headroom on the other tests conducted.
NOTE 10 OTHER NON-CURRENT ASSETS
| (in thousand euros) | December 31, 2018 | June 30, 2019 |
|---|---|---|
| Guarantee deposits | 4,431 | 4,439 |
| Deferred pensions | 2,935 | 3,038 |
| Deferred compensation in the U.S. (other than pension) | 7,702 | 7,750 |
| Other non-current assets | 12,853 | 9,364 |
| TOTAL | 27,921 | 24,591 |
NOTE 11 CHANGE IN NET WORKING CAPITAL
| (in thousand euros) | December 31, 2018 | Cash flows impact |
Foreign exchange and others |
June 30, 2019 |
|---|---|---|---|---|
| Net inventory | 449,152 | 42,467 | 3,140 | 494,760 |
| • Inventory – Gross value |
463,250 | 42,303 | 3,225 | 508,779 |
| • Inventory – Impairment |
(14,098) | 164 | (86) | (14,019) |
| Trade and other receivables | 534,683 | 101,476 | 3,465 | 639,624 |
| Trade and other payables | (137,729) | (19,453) | 6,151 | (151,031) |
| Other assets and liabilities | (224,886) | (18,229) | (4,132) | (247,248) |
| NET WORKING CAPITAL | 621,220 | 106,261 | 8,624 | 736,105 |
CF: See consolidated cash flow statement.
The working capital is used to finance the Group's operating cycle. Details of the elements used in the calculation are presented above.

NOTE 12 SHARE CAPITAL
12-1 Share capital
| (in thousand euros) | December 31, 2018 | June 30, 2019 |
|---|---|---|
| Authorized, issued and fully paid-up share capital | 175,762 | 175,762 |
| Repurchase of shares of the Company | (2,492) | (3,895) |
| SHARE CAPITAL | 173,269 | 171,866 |
As of June 30, 2019, the registered share capital of SOCIÉTÉ BIC was 175,761,664.74 euros divided into 46,010,907 shares of 3.82 euros each. Registered shares held for more than two years carry double voting rights.
In addition, SOCIÉTÉ BIC holds 1,019,686 treasury shares, acquired at an average price of 84.93 euros in accordance with Article L. 225-209 of the French Commercial Code, which represent 2.22% of the share capital.
12-2 SOCIÉTÉ BIC shares held in treasury stock and share repurchase program as of June 30, 2019
| Purpose of the repurchase | Number of shares | Average acquisition price (in euros) |
% of the share capital |
|---|---|---|---|
| Liquidity agreement (a) | 32,539 | 70.39 | 0.07% |
| Free share grants (a) | 987,147 | 85.41 | 2.15% |
| TOTAL | 1,019,686 | 84.93 | 2.22% |
(a) Article L. 225-209 of the French Commercial Code.
In accordance with the liquidity agreement, transferred by Natixis to ODDO on June 27, 2018 in respect of SOCIÉTÉ BIC shares, as of June 30, 2019, the liquidity account contained the following:
At initial set-up, the liquidity account contained the following:
● 2,312 BIC shares;
● 912,744.48 euros.
SOCIÉTÉ BIC obtained authorization from the Annual Shareholders' Meeting on May 22, 2019, to renew its share repurchase program (see 2018 registration document, section 8, p.288).
Number of shares purchased in 2019 (b)
● 32,539 BIC shares; ● 910,195.55 euros.
| Average share repurchase price for the purchases during the first half of 2019 (in euros) 81.83 |
|---|
| • Share repurchase program authorized by the Annual Shareholders' Meeting held on May 22, 2019 |
| • Share repurchase program authorized by the Annual Shareholders' Meeting held on May 16, 2018 478,667 |
(b) Excluding shares repurchased under the liquidity contract.
During the first half of 2019, SOCIÉTÉ BIC cancelled no shares.
To the best of the Company's knowledge, as of June 30, 2019, Shareholders holding more than 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66%, 90% or 95% of the share capital and/or of the voting rights of the Company were as follows:
| June 30, 2019 | |||
|---|---|---|---|
| % of shares (approx.) |
% of voting rights (approx.) |
||
| SOCIÉTÉ M.B.D. | 27.68% | 37.75% | |
| Bich Family | 17.09% | 23.18% |
NOTE 13 BORROWINGS AND FINANCIAL LIABILITIES
| (in thousand euros) | Bank overdrafts |
Current borrowings and financial liabilities |
Non-current borrowings and financial liabilities |
Current lease liability |
Non-current lease liability |
Total |
|---|---|---|---|---|---|---|
| At January 1, 2019 | 7,738 | 1,174 | 3 | 13,668 | 32,028 | 54,610 |
| Cash Flows | 89,993 | 100,945 | 2,889 | (8,293) | (139) | 185,395 |
| "Non-cash" variations | (23) | (25) | (46) | 8,512 | (2,399) | 6,021 |
| • Variations in obligations under leases - IFRS 16 |
- | - | - | 8,349 | (2,410) | 5,940 |
| • Exchange difference | (23) | (25) | (46) | 81 | 94 | 81 |
| At June 30, 2019 | 97,708 | 102,095 | 2,847 | 13,806 | 29,573 | 246,027 |
Bank overdrafts are due within one year.
Bank loans and financial liabilities have the following maturities:
| (in thousand euros) | December 31, 2018 | June 30, 2019 |
|---|---|---|
| On demand or within one year | 1,174 | 102,095 |
| In the 2nd year | 3 | 1 |
| In the 3rd year | - | - |
| In the 4th year | - | - |
| In the 5th year | - | 2,846 |
| TOTAL | 1,177 | 104,941 |
Main bank loans/credit lines and financial liabilities are as follows:
| Borrowing country | Euro equivalents | |||
|---|---|---|---|---|
| (in thousand euros) | Currency | December 31, 2018 | June 30, 2019 | |
| • France | EUR | - | 100,000 | |
| • Kenya | KES | - | 2,846 | |
| • South Korea | KRW | 1,174 | 1,141 | |
| • India | INR | - | 954 | |
| TOTAL | 1,174 | 104,941 |
Information on interest rates
Information on covenants
As of June 30, 2019, outstanding loans and credit lines were contracted with floating rates ranging between 0.2% and 12%.
Relative exposure, deemed not significant, has not been hedged.
None of the loans contain any covenants that could trigger early repayment of the debt.
NOTE 14 PROVISIONS
| (in thousand euros) | Tax and social risks and litigation |
Llitigation | Product liability | Other risks and charges |
Total |
|---|---|---|---|---|---|
| At January 1, 2018 | 27,052 | 10,129 | 1,151 | 3,837 | 42,170 |
| Additional provisions | 7,055 | 8,301 | 1,014 | 1,021 | 17,390 |
| Reversals of provisions utilized | (3,573) | (2,508) | (985) | (1,225) | (8,291) |
| Reversals of provisions not utilized | (4,610) | (2,410) | - | (476) | (7,496) |
| Exchange differences | (79) | (177) | 25 | (570) | (801) |
| BIC Sport divestiture | - | (180) | - | (35) | (215) |
| Reclassification | (8) | (19) | - | 777 | 750 |
| At December 31, 2018 | 25,837 | 13,136 | 1,205 | 3,329 | 43,507 |
| First application IFRIC 23 – Uncertainty over income tax treatments impact (see Note 1) |
13,404 | - | - | - | 13,404 |
| At January 1, 2019 | 39,241 | 13,136 | 1,205 | 3,329 | 56,911 |
| Additional provisions | 768 | 3,114 | 1 | 22,900 | 26,783 |
| Reversals of provisions utilized | (713) | (148) | - | (148) | (1,009) |
| Reversals of provisions not utilized | (102) | (2,098) | - | (31) | (2,231) |
| Exchange differences | (36) | (113) | 8 | (81) | (222) |
| Reclassification | (10) | - | - | 10 | - |
| At June 30, 2019 | 39,147 | 13,892 | 1,213 | 25,979 | 80,231 |
As of June 30, 2019, it was not deemed necessary to book provisions for the risks described in the Part 1 "Group Presentation" that could affect:
- the Company's personnel, assets, environment or reputation;
- the Group's ability to reach its objectives and abide by its values, ethics or the laws and regulations.
Tax and social risks and litigation
Provisions for tax and social risks and litigation relate mainly to:
- tax risks;
- U.S. workers' compensation.
Tax audits are carried out regularly by local tax authorities which may dispute positions taken by Group subsidiaries. In accordance with the Group's accounting policies, it may be decided to record provisions when tax-related risks are considered likely to generate a payment to local tax authorities.
The Group reviews the evaluation of all its tax positions on a regular basis, using external counsels and considers that its tax positions are adequately provided for. However, the Group cannot predict the ultimate outcome of future audits.
Litigation
As of June 30, 2019, the litigation provision mainly represents distributor and commercial agent risks for 2.2 million euros, as at December 31, 2018.
Other risks and charges
As of June 30, 2019, other provisions for risks and charges are mainly related to the restructuring provision for an amount of 22.6 million euros (see Note 5).
Product liability
Product liability mainly relates to the U.S.
NOTE 15 OTHER CURRENT LIABILITIES
| (in thousand euros) | December 31, 2018 | June 30, 2019 |
|---|---|---|
| Social liabilities | 90,557 | 87,066 |
| Other tax liabilities | 10,741 | 29,991 |
| Accrued Business Development Fund | 87,055 | 85,285 |
| Other current liabilities | 70,754 | 77,354 |
| OTHER CURRENT LIABILITIES | 259,107 | 279,696 |
NOTE 16 DIVIDENDS
For the 2018 fiscal year, an ordinary dividend of 3.45 euros per share was distributed to Shareholders on May 22, 2019.
For the 2017 fiscal year, an ordinary dividend of 3.45 euros per share was distributed to Shareholders on May 30, 2018.
NOTE 17 SHARE BASED PAYMENTS
As of June 30, 2019, the fair value of options and shares granted amounts 113 thousand euros and is booked in staff costs.
The Board of Directors of February 12, 2019 decided to grant 162,025 free shares to 496 beneficiaries subject to performance conditions and 17,550 free shares to 239 beneficiaries without performance conditions. The plans' unit fair value is 81.14 euros.
NOTE 18 FINANCIAL INSTRUMENTS
18-1 Impact of interest rate and foreign exchange risk hedging on the consolidated financial statements as of June 30, 2019
The following amounts have been booked as the fair value of derivatives as of June 30, 2019 (in thousand euros):
| Derivative instruments and revaluation |
Hedge qualification/ hedged risk |
Net financial Income/ (expense) before tax – Note 6 |
Income from operations – Note 4 |
Other compre hensive income before tax (a) |
Current assets (b) |
Non Current assets |
Current Liabilities |
Non-current Liabilities |
|---|---|---|---|---|---|---|---|---|
| Hedging revaluation impact | ||||||||
| Commercial flows | Cash flow hedge/Foreign exchange risk Net investment/Foreign |
71 | (748) | (665) | 2,963 | 3 | (5,522) | (100) |
| Dividends | exchange risk | - | - | (1,592) | - | - | (6,490) | - |
| Subtotal (1) | 71 | (748) | (2,257) | 2,963 | 3 | (12,012) | (100) | |
| Revaluation of cross-currency swaps backed by cash positions in foreign currencies |
At fair value through P&L/Foreign exchange risk |
(14) | - | - | 95 | - | (34) | - |
| Subtotal (2) | (14) | - | - | 95 | - | (34) | - | |
| TOTAL 1+2 | 57 | (748) | (2,257) | 3,058 | 3 | (12,047) | (100) |
(a) This corresponds to mark-to-market of hedging instruments in the portfolio at June 30, 2019, restated for the reversal of the mark-to-market of the portfolio of hedging instruments as of December 31, 2018.
(b) Including options not yet exercised held by SOCIÉTÉ BIC representing current assets for 999 thousand euros.
18-2 Impact of interest rate and foreign exchange risk hedging on the consolidated financial statements as of December 31, 2018
The following amounts have been booked as the fair value of derivatives as of December 2018 (in thousand euros):
| Derivative instruments and revaluation |
Hedge income qualification/ hedged risk |
Net financial Income/ (expense) before tax – Note 6 |
Income from operations – Note 4 |
Other compre hensive income before tax (a) |
Current assets (b) |
Non-current assets |
Current Liabilities |
Non-current Liabilities |
|---|---|---|---|---|---|---|---|---|
| Hedging revaluation impact | ||||||||
| Commercial flows | Cash flow hedge/Foreign exchange risk |
- | (4,608) | (19,411) | 5,058 | 44 | (7,346) | (37) |
| Dividends | Net investment/Foreign exchange risk |
- | (3,932) | - | - | (3,930) | - | |
| Subtotal (1) | (4,608) | (23,344) | 5,058 | 44 | (11,276) | (37) | ||
| Revaluation of cross currency swaps backed by cash positions in foreign currencies |
At fair value through P&L/Foreign exchange risk |
|||||||
| Subtotal (2) | 249 | - | - | 231 | - | (157) | - | |
| TOTAL 1+2 | 249 | (4,608) | (23,344) | 5,289 | 44 | (11,433) | (37) |
(a) This corresponds to mark-to-market of hedging instruments in the portfolio at December 31, 2018, restated for the reversal of the mark-to-market of the portfolio of hedging instruments as of December 31, 2017.
(b) Including options not yet exercised held by SOCIÉTÉ BIC representing current assets for 928 thousand euros.
NOTE 19 CONTINGENT LIABILITIES
As of June 30, 2019, neither SOCIÉTÉ BIC nor its subsidiaries had no knowledge of any contingent liabilities.
NOTE 20 EXPOSURE TO MARKET RISKS
20-1 Credit risk
| (in thousand euros) | Note | December 31, 2018 | June 30, 2019 |
|---|---|---|---|
| Gross trade receivables | |||
| Not yet due or past due for less than 60 days | 451,856 | 548,832 | |
| Past due for 60 to 90 days | 11,309 | 7,334 | |
| Past due for 90 to 120 days | 7,740 | 6,622 | |
| Past due for more than 120 days | 23,602 | 25,678 | |
| Total gross trade receivables | 494,507 | 588,466 | |
| Doubtful receivables | 11,987 | 12,912 | |
| TOTAL BEFORE ALLOWANCE (A) | 506,494 | 601,378 | |
| Allowance on trade receivables not yet due or for less than 60 days past due | (4,644) | (4,913) | |
| Allowance on trade receivables for 60 to 90 days past due | (284) | (709) | |
| Allowance on trade receivables for 90 to 120 days past due | (396) | (853) | |
| Allowance on trade receivables for more than 120 days past due | (20,679) | (21,926) | |
| TOTAL ALLOWANCE (B) | (26,003) | (28,412) | |
| Allowance on specific trade receivables | (21,387) | (22,254) | |
| Allowance on statistically calculated trade receivables | (4,616) | (6,158) | |
| Other receivables (C) | 54,192 | 66,658 | |
| TRADE AND OTHER RECEIVABLES – NET (A)+(B)+(C) | 11 | 534,683 | 639,624 |
20-2 Fair value of financial assets and liabilities
Accounting categories and fair value of financial instruments
| June 30, 2019 | Breakdown by category of instruments | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance sheet items (in thousand euros) |
Note | Balance sheet value |
Fair value | At fair value through the income statement |
Derivative hedging instruments |
Receivables at amortized cost |
Debts at amortized cost |
At fair value through equity |
|
| Financial assets | 833,686 | 833,686 | 93,216 | 3,061 | 737,409 | - | - | ||
| Non-current • Derivatives financial instruments • Other investments Current • Trade and other receivables |
18 11 |
3 31 639,624 |
3 31 639,624 |
- 31 16,081 |
3 - - |
- - 623,543 |
- - - |
- - - |
|
| • Derivative financial instruments • Other current financial assets • Cash and cash equivalents |
18 | 3,058 9,312 181,658 |
3,058 9,312 181,658 |
- 9,312 67,792 |
3,058 - - |
- - 113,866 |
- - - |
- - - |
|
| Financial liabilities | 408,524 | 408,524 | - | 12,147 | - | 396,378 | - | ||
| Non-current • Borrowings • Derivative instruments |
13 18 |
32,338 100 |
32,338 100 |
- - |
- 100 |
- - |
32,338 - |
- - |
|
| Current • Borrowings • Derivative instruments • Trade and other payables |
13 18 11 |
213,009 12,047 151,031 |
213,009 12,047 151,031 |
- - - |
- 12,047 - |
- - - |
213,009 - 151,031 |
- - - |
| December 31, 2018 | Breakdown by category of instruments | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousand euros) | Note | Balance sheet value |
Fair value | At fair value through the income statement |
Derivative hedging instruments |
Receivables at amortized cost |
Debts at amortized cost |
At fair value through equity |
| Financial assets | 710,432 | 710,432 | 65,338 | 5,333 | 639,761 | |||
| Non-current | ||||||||
| • Derivatives financial instruments |
18 | 44 | 44 | - | 44 | - | - | - |
| • Other investments | 28 | 28 | 28 | - | - | - | - | |
| Current | ||||||||
| • Trade and other receivables* |
11 | 534,683 | 534,683 | 12,751 | - | 521,932 | - | - |
| • Derivative financial instruments |
18 | 5,289 | 5,289 | - | 5,289 | - | - | - |
| • Other current financial assets |
12,855 | 12,855 | 12,855 | - | - | - | ||
| • Cash and cash equivalents | 157,533 | 157,533 | 39,704 | - | 117,829 | - | - | |
| Financial liabilities | 203,811 | 203,811 | - | 11,470 | - | 192,341 | - | |
| Non-current | ||||||||
| • Borrowings | 13 | 32,032 | 32,032 | - | - | - | 32,032 | - |
| • Derivative instruments | 18 | 37 | 37 | - | 37 | - | - | - |
| Current | ||||||||
| • Borrowings | 13 | 22,580 | 22,580 | - | - | - | 22,580 | - |
| • Derivative instruments | 18 | 11,433 | 11,433 | - | 11,433 | - | - | - |
| • Trade and other payables | 11 | 137,729 | 137,729 | - | - | - | 137,729 | - |
* Restated for IFRS 15 – Revenue from Contract with Customers.

The valuation methods adopted for financial instruments are as follows:
● Financial instruments other than derivatives recorded in the balance sheet:
The book values used are reasonable estimates of their market value except for marketable securities whose carrying values used are determined based on the last known net asset values as of June 30, 2019.
● Derivative financial instruments:
Market values were calculated internally or by an external third-party on the basis of last-known closing prices as of June 30, 2019. They are consistent with valuation reports provided by financial institutions.
Fair value valuation method
The tables below set out the fair value method for valuing financial instruments, using the following three levels:
- level 1 (quoted prices in active markets): money market UCITS and other current financial assets;
- level 2 (observable inputs): derivatives hedge accounting;
- level 3 (non-observable inputs): no such instruments are held as of June 30, 2019.
| June 30, 2019 | |||||
|---|---|---|---|---|---|
| Category of instruments | |||||
| (in thousand euros) | Total | Level 1 | Level 2 | Level 3 | |
| At fair value through the income statement – Assets | 93,216 | 93,216 | - | - | |
| Derivative hedges – Assets | 3,061 | - | 3,061 | - | |
| Derivative hedges – Liabilities | 12,147 | - | 12,147 | - |

AUDITOR'S REPORT
For the period from January 1 to June 30, 2019
This is a translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting and in accordance with the requirements of Article L. 451-1-2 III of the French monetary and financial Code (Code monétaire et financier), we hereby report to you on:
- the review of the accompanying condensed interim consolidated financial statements of SOCIETE BIC, for the period from January 1 to June 30, 2019;
- the verification of the information presented in the half-year management report.
These condensed interim consolidated financial statements are your Board of Directors' responsibility. Our role is to express a conclusion on these financial statements based on our review.
I - Conclusion on the financial statements
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.
Without qualifying our conclusion expressed above, we draw your attention to the note 1.1.2 to the condensed interim consolidated financial statements, which describes the impacts related to the first application of the standard IFRIC 23 - Uncertainty over Income Tax Treatments, as of January 1, 2019.
II - Specific verification
We have also verified the information presented in the half-yearly management report on the condensed interim consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed interim consolidated financial statements.
Neuilly-sur-Seine and Paris La Défense, July 31, 2019
The Statutory Auditors French original signed by
Grant Thornton
French member of Grant Thornton International
Vianney Martin
Deloitte & Associés François Buzy

STATEMENT ON THE HALF-YEARLY REPORT 2019

NAME AND FUNCTION
Gonzalve Bich Chief Executive Officer
DECLARATION BY RESPONSIBLE PERSON OF THE HALF-YEAR REPORT
"I hereby declare that, to the best of my knowledge, the condensed consolidated financial statements for the half-year ended June 30, 2019 have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and the profit of the Company and the entities included in the scope of consolidation of the Group and that the First Half Management Report includes a faithful representation of the major events which occurred during the first six months of the financial year, their impact on the financial statements, of the main related-party transactions, as well as a description of the major risks and uncertainties for the remaining six months of the year. "
On July 31, 2019 Gonzalve Bich Chief Executive Officer
