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SoLocal Group — Interim / Quarterly Report 2025
Jul 31, 2025
1676_ir_2025-07-31_13ef8d71-e81f-4ebd-af0d-4f1bc88d685b.pdf
Interim / Quarterly Report
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Financial report 30 June 2025
Board of Directors' meeting of 30 July 2025
Solocal Group
European company with a Board of Directors and capital of €357,398.45 Registered office: 204 Rond-Point du Pont de Sèvres, 92100 Boulogne-Billancourt Nanterre Trade and Companies Register no. 552 028 425

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CONTENTS
| 1. | ACTIVITY REPORT AS AT 30 JUNE 2025 3 | |
|---|---|---|
| 1.1 | Overview 3 | |
| 1.2 | Commentary on the results for the period ended 30 June 2025 4 | |
| 1.3 | Order backlog analysis 4 | |
| 1.4 | EBITDA analysis 4 | |
| 1.5 | Analysis of the other items in the income statement 5 | |
| 1.6 | Consolidated cash flow presentation 7 | |
| 1.7 | Consolidated liquidity, capital resources and capital expenditure 8 | |
| 1.8 | Capital expenditure 9 | |
| 1.9 | Outlook for 2025 9 | |
| 1.10Subsequent events 9 | ||
| 1.11Assessment of the financial impact of environmental risks 9 | ||
| 1.12Transactions with related parties 9 | ||
| 1.13Information on the main risk factors and uncertainties 9 | ||
| 1.14Definitions 10 | ||
| 2. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025 | 11 |
| 3. | STATEMENT BY THE PERSON RESPONSIBLE FOR THE REPORT 1129 |
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1. ACTIVITY REPORT AS AT 30 JUNE 2025
1.1 Overview
Solocal Group operates in the "Digital" sector and generated revenue of €164.1 million in the first half of 2025. This revenue breaks down as follows across the following offerings:
- The Connect offer enables VSEs and SMEs to manage their digital presence on PagesJaunes and over the entire web (several dozen media in total including Google, Facebook, Bing, Tripadvisor, Instagram, etc.) in just a few clicks, in real time and autonomously, via a single mobile app, or a web interface. This offer also has a number of relational features to facilitate interactions between businesses and their customers, including instant messaging, appointment booking and Click & Collect.
- Connect generated revenue of €39.0 million in the first half of 2025 and is sold on a subscription basis with auto-renewal.
- The Booster offer enables businesses to augment their digital visibility beyond their natural online presence with a view to expanding market share locally. This offer includes the Ranking service and generated revenue of €95.9 million in the first half of 2025.
- Solocal's Website range takes care of the creation and ranking of customers' websites. It is offered at various price points and is also sold on a subscription basis with auto-renewal. The Website range generated revenue of €29.2 million in the first half of 2025.
The Connect and Booster ranges are designed for VSEs/SMEs and are also available for large network accounts.
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1.2 Commentary on the results for the period ended 30 June 2025
Consolidated income statement for the periods ended 30 June 2025 and 30 June 2024
| (In thousands of euros) | Notes | 30 June 2025 |
30 June 2024 |
|---|---|---|---|
| Revenue Net external expenses Personnel expenses Restructuring costs |
5 | 164,092 (52,369) (83,916) (146) |
163,799 (64,243) (74,729) (1,013) |
| EBITDA | 27,661 | 23,813 | |
| Depreciation and amortisation Gain (loss) on loss of control |
(17,647) - |
(24,856) - |
|
| Operating income | 10,014 | (1,043) | |
| Financial income Financial expenses |
588 (4,056) |
415 (33,058) |
|
| Net financial income (expense) | 7 | (3,468) | (32,643) |
| Income before tax from continuing operations | 6,546 | (33,686) | |
| Corporate income tax | 6 | (1,096) | (350) |
| Net income from continuing operations | 5,450 | (34,036) | |
| Net income from discontinued operations | - | - | |
| Net income for the period | 5,450 | (34,036) |
1.3 Order backlog analysis
Revenue
Revenue for the first six months of 2025 amounted to €164.1 million, up 0.2% versus the first half of 2024. On a like-for-like basis, i.e. excluding Regicom, which was integrated on July 31, 2024, it was down 13.3% at mid-year.
Order backlog
| In millions of euros | 30 June 2025 | 31 December 2024 |
|---|---|---|
| Total order backlog – end of period | 220.2 | 209.6 |
The Group's order backlog stood at €220.2 million at 30 June 2025 compared to €209.6 million at 31 December 2024.
1.4 EBITDA analysis
EBITDA came to €27.7 million in the first half of 2025, up €3.8 million compared to the first half of 2024. The EBITDA margin as a percentage of revenue was thus 16.9%, up 2.4 percentage points compared to H1 2024. Revenue was stable compared to the previous half-year, supported by the
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contribution of Regicom, in line with expectations. The margin improved as a result of better cost management and the absence of restructuring costs this year.
Net external expenses
External expenses amounted to €52.4 million in the first half of 2025, down 18% compared to the same period in 2024. This significant decrease occurred despite the integration of costs related to the integration of Regicom. It is mainly due to non-recurring effects that impacted the first half of 2024, in particular the implementation of a new information system that led to collection difficulties, as well as the optimization of certain expense items, namely savings in rental costs following the renegotiation of the Citylights 2 lease at the end of 2024.
Personnel expenses
Personnel expenses amounted to €83.9 million in the first half of 2025, up 12% mainly due to the integration of Regicom. On a like-for-like basis, they remained stable despite a decline in revenue. This stability is due to limited staff attrition, particularly in support functions. The maintenance of resources reflects the desire to preserve key skills. This control of headcount accompanies the ongoing transformation.
The Group had a workforce of 2,092 people as at 30 June 2025 (excluding long-term absence) including 35% in sales. The staff count was 2,159 on 31 December 2024.
Non-recurring items
Non-recurring items amounted to an expense of €0.1 million and do not require any comment on our part.
1.5 Analysis of the other items in the income statement
Operating income
The table below shows the Group's operating income in H1 2025 and H1 2024:
| In millions of euros | 30 June 2025 |
30 June 2024 |
Change 2025/2024 |
|---|---|---|---|
| EBITDA | 27.7 | 23.8 | 16.2% |
| As % of revenue | 16.9% | 14.5% | 16.0% |
| Depreciation and amortisation | (17.6) | (24.9) | -29.0% |
| Operating income | 10.0 | (1.0) | 1,059.9% |
| As % of revenue | 6.1% | -0.6% |
Depreciation and amortisation
Depreciation and amortisation amounted to €17.6 million in the first half of 2025, down 29% compared to the same period in 2024. This change is due to lower allocations to tangible fixed assets following the renegotiation of the Citylights lease at the end of 2024, which reduced office space, and lower allocations to intangible fixed assets following the accelerated depreciation of certain softwares at the end of 2024.
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Net income for the period
The table below shows the Group's operating income in H1 2025 and H1 2024:
| In millions of euros | 30 June | 30 June | Change |
|---|---|---|---|
| 2025 | 2024 | 2025/2024 | |
| Operating income | 10.0 | (1.0) | -1,059.9% |
| As % of revenue | 6.1% | -0.6% | |
| Financial income | 0.6 | 0.4 | 41.5% |
| Financial expenses | (4.1) | (33.1) | -87.7% |
| Net financial income (expense) | (3.5) | (32.6) | -89.4% |
| Income before tax | 6.5 | (33.7) | -119.4% |
| Corporate income tax | (1.1) | (0.3) | 213.2% |
| Net income for the period | 5.5 | (34.0) | -116.0% |
The consolidated result before tax was a profit of €6.5 million for the first half of 2025 compared to a loss of €(33.7) million for the first half of 2024. This result is mainly due to the decrease in financial expenses as a result of the financial restructuring. Interest expense amounted to €2.8 million compared to €13 million in the first half of 2024. Restructuring costs of €18.8 million were recognised in the first half of 2024.
A corporate income tax expense of €(1.1) million was booked for the first half of the year compared to a tax expense of €(0.3) million for H1 2024.
The Group's consolidated net result was positive for the first half of 2025, at €5.5 million, compared to a loss of €(34.0) million for the first half of 2024.
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1.6 Consolidated cash flow presentation
| Cash flow statement | 30 June 2025 |
30 June 2024 |
|
|---|---|---|---|
| In millions of euros | |||
| Recurring EBITDA | 27.8 | 24.8 | |
| Non-monetary items included in EBITDA | (3.2) | 11.0 | |
| Net change in working capital | 4.8 | (21.7) | |
| Of which change in receivables | 1.6 | (16.6) | |
| Of which change in payables | 2.3 | 2.4 | |
| Of which change in other WCR items | 1.0 | (7.5) | |
| Lease expenses (IFRS 16) | (5.9) | (11.0) | |
| Acquisition of tangible and intangible fixed assets | (8.3) | (9.5) | |
| Recurring operating free cash flow | 15.4 | (6.5) | |
| Non-recurring items | (0.6) | (4.2) | |
| Financial income (expense) received (disbursed) | (0.3) | (1.7) | |
| Corporate income tax refunded (paid) | (0.5) | 2.7 | |
| Other | 0.0 | (0.4) | |
| Free cash flow | 14.0 | (10.2) | |
| Increase (decrease) in borrowings | (9.1) | (2.0) | |
| Other items | (0.1) | (0.0) | |
| Net change in cash | 4.9 | (12.2) | |
| Net cash and cash equivalents at beginning of period | 70.9 | 55.7 | |
| Net cash and cash equivalents at end of period | 75.8 | 43.6 |
The change in working capital amounted to €4.8 million in the first half of 2025 compared to €(21.7) million in the first half of 2024. This consumption of working capital stemmed from:
- - A €1.6 million increase in accounts receivable due to weaker commercial activity;
- - A €2.3 million rise in accounts payable, mainly driven by an increase in accounts payables;
- - A €1.0 million rise in other receivables and payables.
Capital expenditure amounted to €8.3 million in the first half of 2025, down 13.2% compared to the first half of 2024.
Disbursed financial expenses stood at €(0.3) million in the first half of 2025. They consisted of the annual interest on the revolving credit facility, the annual interest on the line of credit with BPI France and the interest on Regicom's state-guaranteed loans, offset by investment income.
Consolidated free cash flow generated over the period stood at €14.0 million in the first half of 2025 compared to €(10.2) million in H1 2024.
The repayment of borrowings in the amount of €9.1 million concerns the partial repayment of the revolving credit facility (€7 million), the repayment of the BPI loan (€1.1 million) and Regicom's stateguaranteed loans (€1.0 million).
The net change in the Group's cash position was therefore positive at €4.9 million in the first half of 2025.
At 30 June 2025, the Group had net cash of €75.8 million compared to €43.6 million at 30 June 2024.
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1.7 Consolidated liquidity, capital resources and capital expenditure
The table below shows the Group's cash flows for the periods ended 30 June 2025 and 30 June 2024:
| In millions of euros | 30 June 2025 |
30 June 2024 |
|---|---|---|
| Net cash from operations | 27.0 | 9.6 |
| Net cash provided by (used in) investing activities | (8.3) | (9.9) |
| Net cash provided by (used in) financing activities | (13.7) | (11.7) |
| Impact of changes in exchange rates on cash and cash equivalents | (0.1) | (0.0) |
| Net increase (decrease) in cash position | 4.9 | (12.1) |
Net cash from operations amounted to €27.0 million for the first half of 2025 compared to €9.6 million for the first half of 2024.
Net cash provided by (used in) investing activities was €(8.3) million for the first half of 2025 compared to €(9.9) million for the first half of 2024.
Net cash provided by (used in) financing activities represented a net disbursement of €(13.7) million for the first half of 2025, consisting entirely of the repayment of borrowings and lease liabilities.
The table below shows the changes in the Group's consolidated net cash position and debt at 30 June 2025 and 30 June 2024:
| Period ended 30 June 2025 |
Year ended 31 December 2024 |
|---|---|
| - 75,774 |
- 70,884 |
| 75,775 | 70,884 |
| - | - |
| 75,775 | 70,884 |
| 21,349 7,000 5,895 1,687 48 |
21,349 14,000 8,064 840 49 |
| 35,979 | 44,302 |
| 33,307 | 36,332 |
| 69,286 | 80,634 |
| 20,887 48,399 |
19,723 60,911 |
| (6,489) | 9,750 9,750 |
| (6,489) |
The Group's gross financial debt was €36.0 million and consisted of the Mini Bonds maturing in 2029 (€21.3 million), the fully drawn revolving credit facility maturing in 2026 (€7 million), the Atout loan of €2.7 million maturing in 2026, the Regicom state-guaranteed loans of €3.2 million maturing in 2027 and accrued interest not yet due of €1.7 million. Available cash was €75.8 million.
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The impact of the application of IFRS 16 on net debt was €33.3 million at 30 June 2025, and corresponds to the reclassification of rental commitments as lease liabilities on the balance sheet.
As a result, the Group's net cash position was €6.5 million at 30 June 2025 compared to net debt of €9.8 million at 31 December 2024.
As at 30 June 2025, the Group was in compliance with the financial ratios stipulated in the financing documentation (Mini Bonds and RCF).
1.8 Capital expenditure
| In millions of euros | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|
| Internally developed software | 8.1 | 9.3 |
| Investments in intangible and tangible fixed assets | 0.2 | 0.8 |
| Right-of-use assets related to leases | 1.6 | 4.4 |
| Current investments | 9.9 | 14.5 |
1.9 Outlook for 2025
Given the strategic progress already achieved and with H1 2025 performance in line with its operating plan, Solocal reaffirms its objective of stabilising revenue in 2025, supported by the full-year impact of Regicom's integration, and stepping up efforts to control costs with the aim of restoring the EBITDA margin to around 15%.
1.10 Subsequent events
None.
1.11 Assessment of the financial impact of environmental risks
As mentioned in the sustainability report, the risks related to environmental impacts were low for Solocal Group in 2025. The main key indicators of the 2024 commitments, as detailed in the sustainability report, are to optimise energy consumption and use of resources, while reducing the carbon impact of its operations.
The challenges of these commitments did not have a significant financial impact on the condensed consolidated financial statements for the year ended 30 June 2025.
1.12 Transactions with related parties
The senior executives considered to be related parties as at 30 June 2025 are Maurice Lévy, the members of the Board of Directors, and the members of the Executive Committee. The Group has no related party transactions other than those with its senior executives and Directors.
1.13 Information on the main risk factors and uncertainties
The main risks and uncertainties are described in section 2 "Risk factors" of the 2024 Universal Registration Document.
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From an operational viewpoint, the Group is continuing to implement its strategy, first by fostering the conditions for customer acquisition and development and secondly by introducing specific measures to reduce the level of churn. The Group is also continuing its efforts to manage and reduce its mainly fixed cost structure.
1.14 Definitions
Order backlog: The order backlog corresponds to the portion of revenue still to be recognised as at 30 June 2025 for the subsequent period, from order intake that has been validated and committed to by customers. For subscription products, only the current commitment period is considered.
Secured revenue: Revenue to be recognised in 2025 from order intake prior to 30 June 2025, without taking into account the possible renewal of these contracts.
EBITDA: EBITDA is an alternative performance indicator presented in the income statement in operating income before depreciation and amortisation. Recurring EBITDA corresponds to EBITDA before non-recurring items.
Order intake: Orders booked by the sales force that give rise to a service performed by the Group for its customers.
Churn: Number of customers lost during a given period.
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2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2025
Consolidated income statement
| (In thousands of euros, except data relating to shares) | Notes | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|---|
| Revenue Net external expenses Personnel expenses Restructuring costs |
5 | 164,092 (52,369) (83,916) (146) |
163,799 (64,243) (74,729) (1,013) |
| EBITDA | 27,661 | 23,813 | |
| Depreciation and amortisation Gain (loss) on loss of control |
(17,647) - |
(24,856) - |
|
| Operating income | 10,014 | (1,043) | |
| Financial income Financial expenses |
588 (4,056) |
415 (33,058) |
|
| Net financial income (expense) | 7 | (3,468) | (32,643) |
| Income before tax from continued activities | 6,546 | (33,686) | |
| Corporate income tax | 6 | (1,096) | (350) |
| Net income from continued activities | 5,450 | (34,036) | |
| Net income from discontinued activities | - | - | |
| Net income for the period | 5,450 | (34,036) | |
| Consolidated earnings per share for the period based on a weighted average number of shares - basic - diluted |
11 11 |
0.16 0.15 |
(0.26) (0.26) |
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Consolidated statement of comprehensive income
| (In thousands of euros) | Notes | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|---|
| Net income for the period carried forward | 5,450 | (34,036) | |
| Reserves for actuarial gains and losses relating to retirement benefits: - Gross amount |
9 | 1,328 | 5,545 |
| - Deferred tax - Amount net of tax |
- 1,328 |
- 5,545 |
|
| Translation differences on foreign operations | (92) | 85 | |
| Other comprehensive income, net of tax | 1,236 | 5,630 | |
| Total comprehensive income for the period, net of tax | 6,686 | (28,406) | |
| Total comprehensive income for the period attributable to: - Solocal Group shareholders - Non-controlling interests |
6,686 - |
(28,406) - |
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Consolidated statement of financial position
| (In thousands of euros) | Notes | Period ended 30 June 2025 |
Year ended 31 December 2024 |
|---|---|---|---|
| Assets | |||
| Net goodwill | 4 | 98,778 | 98,778 |
| Net intangible fixed assets | 4 | 41,686 | 45,311 |
| Net tangible fixed assets | 4 | 4,569 | 4,810 |
| Right-of-use assets related to leases | 4 | 28,965 | 31,841 |
| Other non-current financial assets | 3,417 | 4,382 | |
| Deferred tax assets | 6 | 3,154 | 2,983 |
| Total non-current assets | 180,568 | 188,105 | |
| Net trade accounts receivable | 5.2 | 48,720 | 53,182 |
| Other current assets | 5.3 | 14,845 | 16,426 |
| Current tax receivables | 237 | 235 | |
| Prepaid expenses | 5,894 | 2,269 | |
| Other current financial assets | - | - | |
| Cash and cash equivalents | 7 | 75,775 | 70,884 |
| Total current assets | 145,471 | 142,995 | |
| Total assets | 326,039 | 331,101 | |
| Equity and liabilities | |||
| Share capital | 11 | 357 | 339 |
| Issue premium | - | 1,108,021 | |
| Retained earnings | (13,359) | (1,121,380) | |
| Net income for the period attributable to shareholders | 5,450 | - | |
| Other comprehensive income | (30,893) | (32,129) | |
| Treasury shares | (5,487) | (5,489) | |
| Equity attributable to SoLocal Group | |||
| shareholders | (43,931) | (50,638) | |
| Non-controlling interests | - | - | |
| Total equity | (43,931) | (50,638) | |
| Non-current financial liabilities | 7 | 24,739 | 33,009 |
| Long-term lease liabilities | 7 | 25,331 | 27,902 |
| Employee benefits - non-current | 9 | 50,531 | 51,902 |
| Provisions - non-current | 9 | 1 | 1 |
| Deferred tax liabilities | 6 | - | - |
| Total non-current liabilities | 100,601 | 112,814 | |
| Current financial liabilities | 7 | 11,240 | 11,293 |
| Short-term lease liabilities | 7 | 7,976 | 8,430 |
| Provisions - current | 9 | 40,659 | 43,698 |
| Contract liabilities | 64,238 | 65,915 | |
| Trade accounts payable | 10 | 65,052 | 57,499 |
| Employee benefits - current | 9 | 22,808 | 21,731 |
| Other current liabilities | 56,300 | 60,077 | |
| Current tax liabilities | 1,096 | 281 | |
| Total current liabilities | 269,369 | 268,925 | |
| Total equity and liabilities | 326,039 | 331,101 |
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Consolidated statement of changes in equity
| (In thousands of euros) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares in circulation |
Share capital |
Issue premium |
Income and reserves |
Actuarial difference s |
Translatio n reserve |
Deeply subordinate d perpetual notes (TSSDI) |
Treasur y shares |
Group equity |
Non controllin g interests |
Total equity |
|
| 131,472,76 5 |
Balance at 1 January 2024 | 131,907 | 1,042,01 0 |
(1,411,068 ) |
(34,870) | (637) | - | (5,384) | (278,042 ) |
- | (278,042 ) |
| Total comprehensive income for the period Other comprehensive income, net of tax |
119,936 | 3,343 | 35 | 119,936 3,378 |
119,936 3,378 |
||||||
| Total comprehensive income for the period, net of tax |
- | - | 119,936 | 3,343 | 35 | - | - | 123,314 | 123,314 | ||
| (97,174,357 ) (431,629) |
Share-based payments Capital transactions Mandatory convertible bonds (MCB) Purchases/sales of treasury shares Other |
(131,568 ) |
66,011 | 164,753 | 5,000 | (105) | - 104,196 - (105) - |
- 104,196 - (105) - |
|||
| 33,866,779 | Balance at 31 December 2024 | 339 | 1,108,02 1 |
(1,126,380 ) |
(31,527) | (602) | 5,000 | (5,489) | (50,638) | - | (50,638) |
| 33,866,779 | Balance at 1 January 2025 | 339 | 1,108,02 1 |
(1,126,380 ) |
(31,527) | (602) | 5,000 | (5,489) | (50,638) | - | (50,638) |
| Total comprehensive income for the period Other comprehensive income, net of tax |
5,450 | 1,328 | (92) | 5,450 1,236 |
5,450 1,236 |
||||||
| Total comprehensive income for the period, net of tax |
- | - | 5,450 | 1,328 | (92) | - | - | 6,686 | 6,686 | ||
| Share-based payments | (1,108,021 | - | - | ||||||||
| 1,870,806 | Capital transactions Mandatory convertible bonds (MCB) |
18 | ) | 1,108,021 | 18 - |
18 - |
|||||
| 787 | Purchases/sales of treasury shares Other |
2 | 2 - |
2 - |
|||||||
| 35,738,372 | Balance at 30 June 2025 | 357 | - | (12,909) | (30,199) | (694) | 5,000 | (5,487) | (43,932) | - | (43,932) |
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Consolidated cash flow statement
| (In thousands of euros) | Notes | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|---|
| Profit (loss) for the period | 5,450 | (34,036) | |
| Depreciation, amortisation and impairment of fixed assets and goodwill Change in provisions Fair value items Share-based payments Capital gains or losses on asset disposals |
17,484 (3,161) - - 161 |
24,768 12,030 7,733 - 62 |
|
| Interest income and expenses Tax charge for the period |
7 6 |
2,586 1,116 |
11,688 361 |
| Decrease (increase) in trade accounts receivable Decrease (increase) in other receivables Increase (decrease) in contract liabilities Increase (decrease) in trade accounts payable Increase (decrease) in other payables Change in working capital |
3,275 2,372 (1,677) 2,331 (1,665) 4,636 |
(13,421) 446 (3,593) 10,686 (8,074) (13,955) |
|
| Interest paid and interest rate effect of derivatives, net Corporate income tax refunded (paid) Other cash inflows (outflows) of which restructuring |
(251) (469) (601) |
(1,689) 2,659 - |
|
| Net cash from operating activities | 26,951 | 9,620 | |
| Acquisitions and disposals of tangible and intangible fixed assets Acquisitions of equity interests net of cash acquired and disposals of equity interests |
4 | (8,263) - |
(9,941) - |
| Net cash from (used in) investing activities | (8,263) | (9,941) | |
| Increase (decrease) in capital Increase (decrease) in borrowings Movements in own shares |
18 (9,104) - |
- (2,000) - |
|
| Repayment of lease liabilities Other cash from financing activities |
(4,656) - |
(9,731) (10) |
|
| Net cash from (used in) financing activities | (13,742) | (11,741) | |
| Impact of changes in exchange rates on cash | (55) | (14) | |
| Net increase (decrease) in cash and cash equivalents | 4,891 | (12,076) | |
| Net cash and cash equivalents at beginning of period | 70,884 | 55,694 | |
| Net cash and cash equivalents at end of period | 7 | 75,775 | 43,619 |
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Notes to the condensed consolidated financial statements for the period ended 30 June 2025
Note 1 – Basis for the preparation of the consolidated financial statements
Solocal Group is a European company with a Board of Directors subject to the provisions of Book II of the French Commercial Code, as well as to all of the other legal provisions that apply to French commercial companies.
The Company has its registered office at 204 Rond-Point du Pont de Sèvres, 92100 Boulogne-Billancourt (France). The Company operates in the local digital marketing and communications sector. It was formed in 2000 and Solocal Group shares have been listed on the Paris stock exchange (Euronext) since 2004 (LOCAL).
The Group's consolidated financial statements for the period ended 30 June 2025 and the notes thereto were prepared under the responsibility of Maurice Lévy, Chairman and CEO of Solocal Group, and were approved by Solocal Group's Board of Directors on 30 July 2025.
The condensed consolidated financial statements are presented in euros rounded to the nearest thousand.
1.1 Accounting methods and principles
In accordance with European Regulation (EC) No 1606/2002 of 19 July 2002 on international accounting standards, the Group's consolidated financial statements were prepared in accordance with the principles established by the IASB (International Accounting Standards Board), as adopted by the European Union. The texts of these standards are available on the European Union's EUR-Lex online portal at the following address:
http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02008R1126-20160101
1.2 IFRS standards
These condensed consolidated financial statements for the six months ended 30 June 2025 have been prepared in accordance with IAS 34 "Interim Financial Reporting".
As at 30 June 2025, the Group did not apply any new standards or interpretations early.
1.3 Other information
Seasonal variations
The Group's activities are not subject to significant seasonal effects.
Estimates and judgements
In preparing the condensed consolidated financial statements for the period ended 30 June 2025 in accordance with IFRS, the Group's management is required to make estimates and judgements that may affect the amounts recognised in assets and liabilities on the date the financial statements are prepared, and have a corresponding impact on the income statement.
Estimates:
Estimates are intended to provide a reasonable assessment of the latest reliable information available on an uncertain item. They are revised to reflect changes in circumstances, new information available
{16}------------------------------------------------
and the effects of experience. Changes in estimates are booked prospectively.
Judgements:
Judgements are the result of analytical processes aimed at characterising items, transactions or situations. The revision of a judgement constitutes a change of estimate recognised prospectively, unless the revision is a correction of an error.
Management has based its estimates on past experience and on a set of other assumptions deemed reasonable in the circumstances to determine the values to be used for the Group's assets and liabilities. The use of different assumptions could have a significant impact on these valuations.
The items subject to estimates in the first half of 2025 are of the same nature as those described in the consolidated financial statements as of December 31, 2024. Management revises these estimates when it identifies new events to be taken into account or in the event of a change in the circumstances on which these assumptions were based.
1.4 Key events during the period
None.
1.5 Going concern
Given the cash position of €75.8 million, the latest business forecasts, and the absence of any significant debt maturities over the next 12 months, the condensed consolidated half-year financial statements for 2025 have been prepared on a going concern basis.
1.6 Presentation of consolidated financial statements
The Group presents its income statement by nature.
EBITDA is an alternative performance indicator corresponding to operating income before depreciation and amortisation.
Note 2 – Notes to the consolidated financial statements
2.1 Alternative performance indicators
In order to monitor and analyse the Group's financial performance and that of its various activities, the management of the Group uses alternative performance indicators, i.e. financial indicators not defined under IFRS. A reconciliation with the aggregates of the IFRS consolidated financial statements is presented in this note.
2.1.1 Order backlog and sales
The order backlog corresponds to the sales that have been validated and committed to by customers as of the balance sheet date. For subscription products, only the current commitment period is taken into account.
Order intake refers to orders taken by the sales force, including subscription renewals, and which are expected to result in the provision of a service by the Group to its customers. Order intake is net of cancellations.
{17}------------------------------------------------
As at June 30, 2025, Regicom's backlog is included.
| In millions of euros | Period ended 30 June 2025 |
Year ended 31 December 2024 |
|---|---|---|
| Total order backlog – beginning of period | 209.6 | 194.1 |
| Order intake | 188.5 | 307.6 |
| Cancellations | (13.8) | (12.8) |
| Revenue | (164.1) | (318.3) |
| Regicom's order backlog | 39.2 | |
| Total order backlog – end of period | 220.2 | 209.6 |
The order backlog as at 30 June 2025 will be converted into revenue according to the following schedule:
| H2 2025 | 2026 | 2027 | 2028 | 2029 | Total | ||
|---|---|---|---|---|---|---|---|
| Revenue conversion | 117.9 | 82.0 | 12.5 | 5.9 | 2.1 | 220.2 |
2.1.2 EBITDA
For the six months to 30 June 2025, the Group's EBITDA stood at €27.7 million, representing 16.9% of its revenue. For the same period last year, the Group's EBITDA was €23.8 million (14.5% of revenue).
2.1.3 Gross margin
| In millions of euros | Period ended 30 June 2025 |
Period ended 30 June 2024 |
Change |
|---|---|---|---|
| Revenue | 164.1 | 163.8 | 0.2% |
| Payroll | 5.8 | 6.9 | -15.9% |
| External expenses | 18.0 | 12.0 | 50.0% |
| Total variable cost | 23.8 | 18.9 | 25.9% |
| Gross margin | 140.3 | 144.9 | -3.3% |
2.1.4 Working capital requirement
| In millions of euros | Period ended 30 June 2025 |
Period ended 30 June 2024 |
Change |
|---|---|---|---|
| + Net trade accounts receivable | 48.7 | 47.7 | 1.0 |
| + Other current assets | 16.2 | 20.3 | (4.1) |
| + Prepaid expenses | 5.9 | 5.1 | 0.8 |
| - Contract liabilities | (64.2) | (71.1) | 6.8 |
| - Trade accounts payable | (66.6) | (62.4) | (4.2) |
| - Other current liabilities | (77.8) | (79.2) | 1.4 |
| Working capital requirement (surplus) | (137.8) | (139.6) | 1.8 |
{18}------------------------------------------------
2.1.5 Investments recognised during the period
| In millions of euros | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|
| Internally developed software | 8.1 | 9.3 |
| Investments in intangible and tangible fixed assets | 0.2 | 0.8 |
| Right-of-use assets related to leases | 1.6 | 4.4 |
| Current investments | 9.9 | 14.5 |
2.2 Information by segment
In accordance with IFRS 8 "Operating segments", segment information is presented in accordance with the Group's internal reporting used by senior management to measure the financial performance of the segments and allocate resources.
The Group has only one operating segment, the "Digital" segment, which generated revenue of €164.1 million in the first half of 2025.
2.2.1 By product line
The table below presents a breakdown of the main aggregates by product line.
Revenue by product line
| In millions of euros | Period ended 30 June 2025 |
Period ended 30 June 2024 |
Change |
|---|---|---|---|
| Connect | 39.0 | 44.7 | -12.8% |
| Booster | 95.9 | 90.4 | 6.1% |
| Websites | 29.2 | 28.7 | 1.7% |
| Total revenue | 164.1 | 163.8 | 0.2% |
Regicom's revenue has been broken down into the three offers. Management has chosen to analyse sales by product line in its revenue reporting.
2.2.2 By geographical region
Revenue is presented based on the geographical location of the customers. Assets employed are presented by region in net value.
| In millions of euros | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|
| Revenue | 164.1 | 163.8 |
| - France - Other |
164.1 - |
163.8 - |
| Assets | 327.5 | 291.0 |
| - France | 325.8 | 288.3 |
| - Other | 1.6 | 2.8 |
{19}------------------------------------------------
3.1 Control analysis
Subsidiaries which are controlled by the Group, directly or indirectly, are fully consolidated.
Companies not controlled by the Group but over which it exercises significant influence are consolidated using the equity method. In 2024, the Group did not hold any non-controlling interests in companies over which it exercised significant influence.
Material inter-company transactions and balances are eliminated in consolidation.
When assessing the level of control or significant influence exercised, account is taken of the existence and effect of any exercisable or convertible potential voting rights at the end of the period.
Note 4 – Impairment of fixed assets
As at 30 June 2025, the Group has not identified any indication of impairment or reversal of impairment and has not recognised any impairment losses or reversals of impairment losses previously recognised on tangible and intangible fixed assets.
Note 5 - Order intake
5.1 Revenue
Revenue from the Group's operations is recognised differently according to the nature of the service and therefore the type of product. Total revenue for the first half of 2025 amounted to €164.1 million, versus €163.8 million in the first half of 2024.
Revenue is recognised as the services are provided, in accordance with IFRS 15. With the exception of our Websites range, for which we identify two performance obligations, all other products are subject to only one obligation.
The Solocal Group's offers are grouped into two broad service categories:
- Products related to digital services:
- ✓ The Connect offer and the priority ranking product (included in the Booster offer) available for a renewable period of 12 to 48 months;
- ✓ The residual Booster offer available for a renewable period of 3 to 12 months or on a campaign basis.
- Websites which are developed to be made available to customers for an initial period of 12 to 48 months.
5.2 Trade accounts receivable
The breakdown of the gross value and impairment of trade accounts receivable is as follows:
{20}------------------------------------------------
| In millions of euros | Period ended 30 June 2025 |
Year ended 31 December 2024 |
|---|---|---|
| Gross trade accounts receivable | 95.1 | 98.4 |
| Expected credit losses | (46.4) | (45.2) |
| Net trade accounts receivable | 48.7 | 53.2 |
Trade accounts receivable were due as follows:
| Due | ||||||
|---|---|---|---|---|---|---|
| In thousands of euros | Total | Not yet due |
<90 days | <139 days |
<159 days |
+160 days |
| Gross trade AR | 95,1 | 23,6 | 9,2 | 1,9 | 1,6 | 58,8 |
| Expected credit losses | (46,4) | 0 | (0,2) | (1,1) | (0,5) | (44,6) |
| Net trade AR 30 June 2025 | 48,7 | 23,6 | 9,0 | 0,8 | 1,1 | 14,2 |
The Group's trade receivables portfolio does not present a significant concentration risk.
In accordance with the Group's accounting rules and methods, a trade receivables review was carried out to identify those that show a risk of non-recovery. Impairments of trade accounts receivable, presented under "Expected credit losses", were recognised in the financial statements on a case-bycase basis according to the age of the receivables, historical statistics or information provided by the credit agencies.
Bad debt losses remained low, with a net impairment rate to revenue of 2.6% in 2025 and 2024.
5.3 Other current assets
Other current assets mainly include VAT receivable at 30 June 2025.
| In millions of euros | Period ended 30 June 2025 |
Year ended 31 December 2024 |
|---|---|---|
| VAT receivable | 11.1 | 10.3 |
| Advances, instalments and credit notes from | ||
| suppliers | 1.1 | 0.8 |
| Other current assets | 2.7 | 5.3 |
| Total | 14.8 | 16.4 |
5.4 Contract liabilities
Liabilities on the balance sheet mainly consist of net advances received from the customer in cases where the related service has not yet been rendered but has already been billed. These are sales of products that are subsequently recognised as revenue based on the length of time they have been online.
Contract liabilities amounted to €64.2 million at 30 June 2025 compared to €65.9 million at 31 December 2024.
{21}------------------------------------------------
6.1 Group tax proof
The corporate income tax for the year is calculated by applying the effective tax rate at the end of the financial year to the pre-tax income.
The reconciliation of the theoretical tax, calculated on the basis of the statutory tax rate in France, and the effective tax is as follows:
| (In thousands of euros) | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|
| Pre-tax net income from business | 6,546 | (33,686) |
| Statutory tax rate in France | 25.83% | 25.83% |
| Theoretical tax | (1,690) | 8,699 |
| Earnings from companies not consolidated for tax purposes & foreign subsidiaries |
- | - |
| Foreign subsidiaries - differences in tax rates | 21 | - |
| Share-based payments | - | - |
| Corporate value added contribution (after tax) | (250) | (244) |
| Non-recognition of deferred tax during the period | - | (8,806) |
| Depreciation of deferred taxes | - | - |
| Other non-taxable/non-deductible items | 824 | - |
| Effective tax | (1,096) | (350) |
| Of which current tax (CVAE excluded) | (930) | (21) |
| Of which CVAE | (337) | (329) |
| Of which deferred tax | 171 | - |
| Effective tax rate (excluding deferred tax) | 19.3% | -1.0% |
| Effective tax rate | 16.7% | -1.0% |
6.2 Deferred taxes in the balance sheet
| (In thousands of euros) | Period ended 30 | Year ended 31 |
|---|---|---|
| June 2025 | December 2024 | |
| Retirement benefits | 13,459 | 13,471 |
| Employee profit-sharing | 173 | 173 |
| Non-deductible provisions | 180 | 148 |
| Tax loss carryforward | 31,461 | 31,558 |
| Financial expenses | 11,655 | 11,655 |
| Other differences | 4,172 | 4,148 |
| Impairment of deferred tax assets related to tax loss | (39,314) | (39,314) |
| carryforwards | ||
| Subtotal deferred tax assets | 21,786 | 21,838 |
| Other differences | (5,546) | (5,769) |
| Depreciation recognised for tax purposes | (13,087) | (13,087) |
| Subtotal deferred tax liabilities | (18,633) | (18,856) |
| Total net deferred tax assets (liabilities) | 3,154 | 2,982 |
{22}------------------------------------------------
Note 7 – Cash, debt and financial instruments
7.1 Financial assets and liabilities
Financial assets include held-to-maturity assets, loans, receivables and cash and cash equivalents. Financial liabilities include borrowings, other financing, bank overdrafts and payables.
Financial assets and liabilities are measured and recognised in accordance with IFRS 9 "Financial Instruments".
7.2 Net financial income (expense)
Net financial income (expense) breaks down as follows:
| (In thousands of euros) | Period ended 30 June 2025 |
Period ended 30 June 2024 |
|---|---|---|
| Interest and similar items on financial assets | 588 | 415 |
| Financial income | 588 | 415 |
| Interest on financial liabilities Other financial expenses & fees Accretion cost(1) |
(2,797) (99) (883) |
(20,722) (11,449) (883) |
| Financial expenses | (3,778) | (33,055) |
| Foreign exchange gain (loss) | (278) | (4) |
| Net financial income (expense) | (3,468) | (32,643) |
(1)Accretion cost corresponds to the increase, during the financial year, of the current value of pension commitments.
{23}------------------------------------------------
7.3 Cash and cash equivalents and net debt
Net debt corresponds to total gross debt less cash and cash equivalents.
| (In thousands of euros) | Period ended 30 June 2025 |
Year ended 31 December 2024 |
|---|---|---|
| Cash equivalents Cash |
- 75,774 |
- 70,884 |
| Gross cash | 75,775 | 70,884 |
| Bank overdrafts | - | - |
| Net cash | 75,775 | 70,884 |
| Nominal value of bond issues Nominal value of revolving credit facilities drawn Other borrowings Accrued interest not yet due on loans Other Current and non-current financial liabilities | 21,349 7,000 5,895 1,687 48 35,979 |
21,349 14,000 8,064 840 49 44,302 |
| Long-term and short-term lease liabilities | 33,307 | 36,332 |
| Gross debt | 69,286 | 80,634 |
| Of which current Of which non-current |
20,887 48,399 |
19,723 60,911 |
| Net debt (Net cash) | (6,489) | 9,750 |
| Net debt (Net cash) of consolidated group | (6,489) | 9,750 |
Cash and cash equivalents
At 30 June 2025, the gross cash position stood at €75.8 million versus €70.9 million at 31 December 2024.
Change in liabilities from financing activities
| (In thousands of euros) | Year ended 31 | Cash flows | Non-cash variations | Period ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 2024 |
In | Out | Capital transactions |
Changes in scope | Interest | Fair value | IFRS 16 | Debt issue expenses |
Other | 30 June 2025 | |
| Bond issues | 22,113 | - | - | - | - | 907 | - | - | - | - | 23,020 |
| Revolving credit facility | 14,004 | - | (7,000) | - | - | (4) | - | - | - | - | 7,000 |
| Other bank borrowing | 8,136 | - | (2,104) | - | - | (120) | - | - | - | - | 5,912 |
| Lease liabilities | 36,332 | - | (4,656) | - | - | - | - | 1,631 | - | - | 33,307 |
| Other | 49 | - | - | - | - | - | - | - | (1) | 48 | |
| Total Liabilities from financing activities | 80,633 | - | (13,760) | - | 783 | - | 1,631 | - | (1) | 69,286 | |
| Vd-d 21 | Vd-d 21 | ||||||||||
| Year ended 31 December 2023 |
In | Out | Capital transactions |
Changes in scope | Interest | Fair value | IFRS 16 | Debt issue expenses |
Other | Year ended 31 December 2024 |
|
| Bond issues | December | In - |
Out | Interest | Fair value | IFRS 16 | Other _ | December | |||
| Bond issues Revolving credit facility |
December 2023 |
transactions | scope | expenses | December 2024 |
||||||
| December 2023 205,053 |
- | - | (200,602) | scope - |
10,682 | - | - | expenses 6,979 |
= | December 2024 22,113 |
|
| Revolving credit facility | December 2023 205,053 33,141 |
- | (20,025) | (200,602) | scope - |
10,682 | - - |
- - |
6,979 884 |
December 2024 22,113 14,004 |
|
| Revolving credit facility Other bank borrowing | December 2023 205,053 33,141 6,999 |
- | (20,025) (3,764) |
(200,602) | - - - 4,826 |
10,682 4 74 |
- - |
- - - |
6,979 884 |
- - - |
December 2024 22,113 14,004 8,136 |
{24}------------------------------------------------
Financial commitments:
As at 30 June 2025, the Group was in compliance with the financial ratios stipulated in the financing documentation (Mini Bonds and RCF).
RCF:
The revolving credit facility was partially repaid in the amount of €3.5 million on 30 June 2025. The remaining facility, which is fully drawn, is therefore €7 million.
Financial instruments in the balance sheet
| Period ended 30 June 2025 | Breakdown by instrument category under IFRS 9 |
Breakdown by level under IFRS 13 | ||||
|---|---|---|---|---|---|---|
| (In thousands of euros) | Carrying amount |
Fair value recognised in profit or loss |
Amortised cost |
Level 1 and cash |
Level 2 | Level 3 |
| Other non-current financial assets | 3,417 | 293 | 3,124 | - | 3,417 | - |
| Net trade accounts receivable | 48,720 | - | 48,720 | - | 48,720 | - |
| Other current financial assets | - | - | - | - | - | - |
| Cash equivalents | - | - | - | - | - | - |
| Cash | 75,774 | - | 75,774 | 75,774 | - | - |
| Financial assets | 127,912 | 293 | 127,618 | 75,774 | 52,137 | - |
| Non-current financial liabilities | 24,739 | - | 24,739 | 21,349 | 3,390 | - |
| Current financial liabilities Trade accounts payable |
11,240 66,552 |
- - |
11,240 66,552 |
- - |
11,240 66,552 |
- - |
| Financial liabilities | 102,531 | - | 102,531 | 21,349 | 81,182 | - |
| Year ended 31 December 2024 | Carrying amount |
Fair value recognised in profit or loss |
Breakdown by instrument category under IFRS 9 Amortised cost |
Level 1 and cash |
Level 2 | Breakdown by level under IFRS 13 Level 3 |
| (In thousands of euros) | ||||||
| Other non-current financial assets | 4,382 | 293 | 4,089 | - | 4,382 | - |
| Net trade accounts receivable | 53,182 | - | 53,182 | - | 53,182 | - |
| Other current financial assets | - | - | - | - | - | - |
| Cash equivalents | - | - | - | - | - | - |
| Cash | 70,884 | - | 70,884 | 70,884 | - | - |
| Financial assets | 128,449 | 293 | 128,155 | 70,884 | 57,565 | - |
| Non-current financial liabilities | 33,009 | - | 33,009 | 21,349 | 11,660 | - |
| Current financial liabilities | 11,293 | - | 11,293 | - | 11,293 | - |
| Trade accounts payable | 57,499 | - | 57,499 | - | 57,499 | - |
Financial liabilities 101,801 - 101,801 21,349 80,452 -
| Period ended 30 June 2025 | |
|---|---|
| (In thousands of euros) | Par value |
| (In thousands of euros) | Par value |
Current | Non-current | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Up to 1 year |
1-2 years |
2-3 years |
3-4 years |
4-5 years |
+5 years |
Total Non current |
Total | ||
| Mini Bonds Atout bank loan State-guaranteed loans Revolving credit facility (RCF) |
21,349 2,713 3,182 7,000 |
- 2,222 1,998 7,000 |
- 491 472 - |
- - 712 - |
21,349 - - - |
- - - - |
- - - - |
21,349 491 1,184 - |
21,349 2,713 3,182 7,000 |
| Loans | 34,244 | 11,220 | 963 | 712 | 21,349 | - | - | 23,023 | 34,244 |
| Accrued interest not yet due on loans Other Lease liabilities |
1,687 48 33,307 |
16 4 7,976 |
- - 6,300 |
- - 5,533 |
1,671 - 4,972 |
- 4,970 |
- 44 3,556 |
1,671 44 25,331 |
1,687 48 33,307 |
| Current financial liabilities and derivatives | 69,286 | 19,216 | 7,263 | 6,245 | 27,992 | 4,970 | 3,600 | 50,069 | 69,286 |
{25}------------------------------------------------
| Year ended 31 December 2024 | |
|---|---|
| (In thousands of euros) | Par value |
| Par | Current | Non-current | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands of euros) | value | ||||||||
| Total | |||||||||
| Up to | 1-2 | 2-3 | 3-4 | 4-5 | +5 | Non | |||
| 1 year | years | years | years | years | years | current | Total | ||
| Mini Bonds | 21,349 | - | - | - | - | 21,349 | - | 21,349 | 21,349 |
| Atout bank loan | 3,889 | 2,222 | 1,667 | - | - | - | - | 1,667 | 3,889 |
| State-guaranteed loans | 4,175 | 1,990 | 1,473 | 712 | - | - | - | 2,185 | 4,175 |
| Revolving credit facility (RCF) | 14,000 | 7,000 | 7,000 | - | - | - | - | 7,000 | 14,000 |
| Loans | 43,412 | 11,212 | 10,140 | 712 | - | 21,349 | - | 32,200 | 43,412 |
| Accrued interest not yet due on loans | 840 | 76 | - | - | - | 764 | - | 764 | 840 |
| Other | 49 | 4 | - | - | - | - | 45 | 45 | 49 |
| Lease liabilities | 36,332 | 8,430 | 9,407 | 2,116 | 1,244 | 1,001 | 14,134 | 27,902 | 36,332 |
| Current financial liabilities and derivatives | 80,634 | 19,722 | 19,547 | 2,828 | 1,244 | 23,114 | 14,179 | 60,911 | 80,634 |
Note 8 – Financial risk objectives, policy and management, capital management
The Group's objective is to optimise its financial structure, the principal assessment criterion being financial leverage (ratio of net debt to EBITDA), in order to reduce the cost of its capital while maintaining the financial flexibility needed to fulfil its development plan.
In view of its financial structure, the Group is exposed to interest rate risk, liquidity risk and credit risk.
Note 9 – Provisions and other liabilities
In accordance with IAS 37 "Provisions, Contingent Liabilities and Contingent Assets", a provision is recognised when, at the end of the period, the Group has an obligation towards a third party resulting from a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.
Changes in provisions for employee benefits and provisions for risks and litigation were as follows:
| (In thousands of euros) | Opening balance |
Charge for the year |
Reversal for the year (provision unused) |
Reversal for the year (provision used) |
Changes in the scope of consolidation, reclassifications and other |
Closing balance |
|---|---|---|---|---|---|---|
| Restructuring provisions | 1,302 | - | - | - | - | 1,302 |
| Provisions for social disputes(*) | 22,985 | 743 | (902) | (1,891) | - | 20,934 |
| Other provisions for risks | 19,415 | - | - | - | (992) | 18,423 |
| Total provisions | 43,702 | 743 | (902) | (1,891) | (992) | 40,659 |
| - of which non-current - of which current |
- 43,702 |
- 743 |
- (902) |
- (1,891) |
- (92) |
- 40,659 |
(*) The allocation for the year covers various social and tax disputes that have been individually analysed by the Company and its advisors and covered in accordance with the estimated level of risk.
On May 15, 2025, the CNIL fined SOMS, a subsidiary of Solocal Group, €0.9 million. The group is looking into its different options.
At 30 June 2025, the Group recorded total provisions of €40.7 million for all disputes in which it is involved (ongoing legal proceedings with suppliers and partners and ongoing arbitration and administrative proceedings). This compares with €43.7 million at 31 December 2024. The Group considers that disclosure of the amount of any provisions set aside for each ongoing dispute would be seriously prejudicial to its interests.
{26}------------------------------------------------
Retirement benefits and similar commitments
In accordance with IAS 19, defined benefit plans are actuarially valued using the projected unit credit method. According to this method, each period of service gives rise to an additional unit of benefit entitlement, and each of these units is measured separately to value the final obligation, using demographic assumptions (staff turnover, mortality, retirement age, etc.) and financial assumptions (future increase in salary by category).
Actuarial gains and losses relating to post-employment benefits are recognised for the full amount in other comprehensive income, which was a net positive deferred tax impact of €4.6 million at 30 June 2025.
The discount rate used to measure the commitments at 30 June 2025 was 3.60% in accordance with actual market conditions (iBoxx AA10+ rate). The discount rate was identical on 31 December 2024.
Total provisions of €47.2 million were recorded in the balance sheet at 30 June 2025 compared to €48.5 million at 31 December 2024.
Note 10 – Trade accounts payable
At 30 June 2025, the trade accounts payable were due in less than one year. Trade accounts payable bear no interest and in principle are payable between 30 and 60 days.
Note 11 – Equity and earnings per share
10.1 Share capital
The share capital of Solocal Group comprises 35,739,853 shares, each with a par value of €0.01, i.e. a total amount of €357,398.53 (before deduction of treasury shares).
At 30 June 2025, 2,423,008,116 share warrants had been exercised, resulting in the creation of 2,423,008 new shares. Therefore, 163,873,371 share warrants remain outstanding, potentially giving rise to the creation of 163,873 new shares if the warrants are exercised.
10.2 Earnings per share
The Group discloses both basic earnings per share and diluted earnings per share. The number of shares used to calculate diluted earnings takes into account the conversion into ordinary shares of dilutive instruments outstanding at the end of the period (options not yet exercised, free shares). If the basic earnings per share are negative, diluted loss per share represents the same amount as the basic loss.
Treasury stock deducted from consolidated equity is not taken into account in the calculation of earnings per share.
{27}------------------------------------------------
| Period ended 30 June 2025 |
Period ended 30 June 2024 |
|
|---|---|---|
| Weighted average | ||
| Share capital | 34,737,800 | 131,910,171 |
| Treasury shares from liquidity contract | (3,591) | (428,012) |
| Number of basic shares | 34,734,209 131,482,159 | |
| Free share plans | 182 | 682,800 |
| Potential shares (exercise of share warrants) | 969,713 | - |
| Number of diluted shares | 35,704,103 132,164,959 | |
| Additional information (simple average) | ||
| Number of existing basic shares at 30 June | 34,802,576 | 131,477,462 |
| Number of existing diluted shares at 30 June | 35,902,037 | 132,173,762 |
| Consolidated earnings per share for the period based on a weighted average number of shares |
||
| - basic | 0.16 | (0.26) |
| - diluted | 0.15 | (0.26) |
Note 12 – Information on related parties
Senior executives considered to be related parties as at 30 June 2025 are the members of the Board of Directors including the Chief Executive Officer and the members of the Executive Committee. Solocal Group has no related party transactions other than those with its senior executives and Directors.
Note 13 - Disputes, contingent assets and liabilities
There were no changes during the first half of 2025.
Note 14 – Contractual commitments not recognised/contractual commitments and off-balance-sheet commitments
There were no new significant commitments during the first half of 2025.
Note 15 – Subsequent events
There are no significant events to report between the balance sheet date and the date of the Board meeting.
Note 16 – Consolidation scope
There were no changes in the scope of consolidation in the first half of 2025.
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3. STATEMENT BY THE PERSON RESPONSIBLE FOR THE REPORT
"I certify that, to the best of my knowledge, the condensed consolidated financial statements for the past six months have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings in the consolidation taken as a whole, and that the interim activity report in Part 1 of the report includes a fair review of the major events that have occurred during the first six months of the year, of their impact on the interim financial statements and of the main transactions between related parties, as well as a description of the principal risks and uncertainties for the remaining six months of the financial period."
Boulogne-Billancourt, 31 July 2025 Maurice Lévy Chairman and CEO