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Somfy SA — Interim / Quarterly Report 2017
Sep 6, 2017
1677_ir_2017-09-06_25b6f6df-bb6f-4d49-bc72-f965b55fdf5e.pdf
Interim / Quarterly Report
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HALF-YEAR FINANCIAL REPORT 2017
CONTENTS
01 2017 HALF-YEAR BUSINESS REPORT
- P.4 Key figures
- P.4 Sales growth
- P.4 Change in current operating result
- P.4 Change in net profit
- P.4 Net financial debt
- P.5 Outlook
- P.5 Highlights
- P.5 Post balance-sheet event
03
STATUTORY AUDITORS' REPORT ON THE 2017 INTERIM FINANCIAL REPORT
STATEMENT FROM THE INDIVIDUAL RESPONSIBLE FOR THE 2017 HALF-YEAR FINANCIAL REPORT
02 2017 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
- P.7 Consolidated income statement
- P.8 Consolidated statement of comprehensive income
- P.8 Consolidated balance sheet Assets
- P.9 Consolidated balance sheet Equity and liabilities
- P.10 Consolidated statement of changes in equity
- P.11 Consolidated cash flow statement
- P.12 Notes to the consolidated financial statements
01 2017 HALF-YEAR BUSINESS REPORT
- P.4 Key figures
- P.4 Sales growth
- P.4 Change in current operating result
- P.4 Change in net profit
- P.4 Net financial debt
- P.5 Outlook
- P.5 Highlights
- P.5 Post balance-sheet event
01 2017 HALF-YEAR BUSINESS REPORT
KEY FIGURES
| € millions | 30/06/17 | 30/06/16 | % change |
|---|---|---|---|
| Sales | 643.5 | 587.5 | + 9.5% |
| Current operating result | 106.2 | 114.4 | – 7.2% |
| Operating result | 105.9 | 114.3 | – 7.3% |
| Net profit | 84.0 | 92.7 | – 9.4% |
| Net investments in intangible assets and property, plant and equipment |
33.0 | 30.4 | + 8.3% |
| Cash flow | 109.0 | 108.8 | + 0.1% |
| Net financial debt | 11.6 | 24.6 | – |
Somfy Group is the global leader in opening and closing automation for both residential and commercial buildings, and a key player in the connected home.
SALES GROWTH
Consolidated sales for the six months to the end of June stood at €643.5 million, an increase of 9.5% in real terms, including 11.0% over the first quarter and 8.3% over the second, and of 8.5% on a like-for-like basis, including 9.9% over the first quarter and 7.3% over the second. This was in line with the financial year just ended1 and confirmed the strength of the market and the attractiveness of the Group's offering.
All geographic regions2 ended the half-year up, although some were faced with an unfavourable base effect as a result of the strong growth recorded over previous half-years, and once again highlighted the growing interest among customers from different regions of the world in connected home solutions.
The most notable performances came from Asia-Pacific, America and Northern Europe (up 15.2%, 13.7% and 10.6% respectively on a like-for-like basis).
Business also held up very well in France where there was a significant acceleration over the second quarter, as well as in both Central and Eastern and Southern Europe3 (up 8.4%, 8.1% and 6.7% respectively on a like-for-like basis).
Conversely, the trend was reversed in Germany, where the calendar effect4 had a significant impact at the end of the second quarter, but it nevertheless remained positive over the half-year (up 1.9% on a like-for-like basis).
CHANGE IN CURRENT OPERATING RESULT
Current operating result stood at €106.2 million over the half-year, down 7.2%, and represented 16.5% of sales.
This decline reflected both an erosion in the gross margin and a contained rise in general expenses within a context of increased strategic investments (digitalisation, marketing, innovation, etc.). This was due to contextual and structural elements, namely the historically high comparison base level5 , market share gains, price rises in raw materials and the incorporation of newly-acquired companies6 .
Discounting the impact of changes in scope, current operating result stood at 17.4% of sales.
CHANGE IN NET PROFIT
Consolidated net profit was €84.0 million, a decline of 9.4%. This takes into account a €5.6 million charge involving non-recurring operating and financial items, which primarily represents unrealised currency gains and losses, and a €16.5 million tax charge.
NET FINANCIAL DEBT
The net financial debt is defined and detailed in Note 8.2.3 to the condensed consolidated interim financial statements.
Cash flow for the period was €109.0 million. It covered the growth in investments and the moderate increase in working capital requirements.
The balance sheet remained very strong, with net financial debt7 limited to €11.6 million and equity which grew to €695.0 million.
1.Group sales grew 10.2% on a like-for-like basis over 2016 as a whole, including 11.9% over the first quarter, 12.2% over the second, 7.1% over the third and 9.5% over the fourth quarter.
2.Germany, America, Asia-Pacific, Central and Eastern Europe, Northern Europe, Southern Europe and France are the geographic regions usually used to analyse and monitor sales. Their respective sales are calculated based on customer location and therefore the destination of the sales. 3. Africa and the Middle East are included in Southern Europe for the monitoring and analysis of sales.
4.Over this half-year, June included two fewer billing days in Germany.
5.Current operating margin (COR/Sales) for the first half-year stood at 19.5% in 2016 compared with 17.7% in 2015, 17.1% in 2014 and 16.7% in 2013.
6.The Group acquired the entire share capital of Myfox, a specialist in connected solutions for home security, in October 2016, and a majority shareholding in iHome Systems, an integrator of home automation solutions in December 2016.
7.Net financial debt corresponds to the difference between financial debt and cash and cash equivalents. It takes into account both deferrals in payments and earnout on acquisitions as well as liabilities related to put options granted to holders of non-controlling interests.
OUTLOOK
More than half of Somfy Group's sales are generated in the first half of the year.
Market conditions should remain favourable in the short term within the various regions in which the Group operates and should therefore lead to further growth in sales despite the high comparison base level in many countries. Similarly, the elements responsible for the decline in profitability over the first half-year should continue to impact results.
The ongoing roll-out of the strategic plan Believe and Act will be one of the main projects over the next few months, since the priority remains to position the Group as a key player in home digitalisation, with a major focus on comfort, security and the energy efficiency of buildings, and therefore to ensure that it fully capitalises on the significant potential of the market.
That is why new purchase and partnership opportunities will be researched and considered.
HIGHLIGHTS
CIAT —
On 5 January 2015, Somfy SA transferred its 46.1% equity investment in the share capital of CIAT Group to United Technologies Corporation. On 31 March 2016, United Technologies Corporation filed a claim against the sellers of the CIAT shares under the liability guarantee. The requests included in the claim were unfounded and insufficiently detailed and justified, leading the Group to send a letter dated 2 May 2016 to UTC, requesting detailed documentation. On 17 March 2017, UTC responded by forwarding documents and clarifications which remain insufficient to justify the financial loss sustained, which UTC estimates at €31.3 million (equating to a €14.4 million share for Somfy).
As the process currently stands, Somfy Group continues to contest the entirety of UTC's demands and remains confident regarding the outcome of this dispute. It has qualified the risk as a contingent liability and no provision was recognised at 30 June 2017.
At 30 June 2017, Somfy SA's financial statements include a deferred settlement in relation to the sale of the CIAT shares for the sum of €10.5 million with payment spread until 2019.
SPIREL
—
The dispute between Spirel employees and Somfy SA is ongoing before the Albertville District Court. The employees seek annulment of the transfer of the Spirel securities, which took place in 2010, and to have Somfy SA ordered to pay them damages for the alleged deliberate bankruptcy of Spirel and non-material damage caused as a result of the anxiety, disappointment and vexation they considered to have been victim of, for a total of approximately €8.2 million. In April 2017, the Court ruled in favour of Somfy SA, dismissing the employees' claims. However, the plaintiffs immediately appealed this decision.
For the record, in the absence of any findings or documentation provided by the plaintiffs, the proceedings before the Labour Court – involving the employees contesting the grounds for their dismissal and claiming damages of a substantially similar amount to that sought before the District Court – was dismissed in October 2016. The employees applied to the Albertville Labour Court once again in early July 2017. By letter dated 10 July 2017, Somfy is required to submit documents and findings by 28 November 2017 and has been summoned to appear before the adjudication panel for a hearing on 1 February 2018.
These new factors do not alter the Group's risk evaluation. Therefore, it continues to qualify these risks as contingent liabilities and no provision was recognised in relation to these disputes at 30 June 2017.
CHANGES TO THE CONSOLIDATION SCOPE
—
The Group did not make any major acquisition over the first six months of 2017.
Myfox and iHome, acquired in late 2016, contributed €5.6 million and €0.4 million respectively to Group sales.
POST BALANCE-SHEET EVENT
Excluding the new summons as part of the Spirel dispute referred to above, no material post-balance sheet event has occurred since 30 June 2017.
02 2017 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
- P.7 Consolidated income statement
- P.8 Consolidated statement of comprehensive income
- P.8 Consolidated balance sheet Assets
- P.9 Consolidated balance sheet Equity and liabilities
- P.10 Consolidated statement of changes in equity
- P.11 Consolidated cash flow statement
- P.12 Notes to the consolidated financial statements
- P.12 Note 1: Highlights
- P.12 1.1 CIAT
- P.12 1.2 Spirel
- P.12 1.3 Changes to the consolidation scope
- P.12 Note 2: Post balance-sheet event
- P.12 Note 3: Accounting rules and methods
- P.12 3.1 Compliance with accounting standards
- P.12 3.2 Judgements and estimates
- P.13 3.3 New applicable standards and interpretations
- P.14 Note 4: Segment reporting
- P.15 Note 5: Performance-related data
- P.15 5.1 Sales by customer location
- P.15 5.2 Other operating income and expenses
- P.15 5.3 Alternative performance measures
- P.15 5.4 Inventories
- P.16 5.5 Other non-current and current receivables
- P.16 Note 6: Intangible assets and property, plant and equipment
- P.16 6.1 Goodwill and impairment tests
- P.17 6.2 Other intangible assets
- P.18 7.1 Dividends
- P.18 7.2 Earnings per share
- P.18 Note 8: Financial items
- P.18 8.1 Net financial income/(expense)
- P.19 8.2 Financial assets and liabilities
- P.20 Note 9: Analysis of cash flow statement
- P.20 9.1 Cash and cash equivalents
- P.20 9.2 Change in working capital requirements
- P.21 Note 10: Provisions and contingent liabilities
- P.21 10.1 Provisions
- P.21 10.2 Contingent liabilities
- P.21 Note 11: Workforce
- P.22 Note 12: Income tax
- P.22 Note 13: Investments in associates
- P.23 Note 14: List of consolidated entities
02 2017 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
| € thousands | Notes | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|---|
| Sales | (5.1) | 643,499 | 587,538 |
| Other operating income | 9,063 | 8,372 | |
| Cost of sales | – 244,969 | – 204,685 | |
| Employee expenses | – 179,116 | – 166,568 | |
| External expenses | – 98,983 | – 91,226 | |
| EBITDA | 129,493 | 133,430 | |
| Amortisation and depreciation charges | (6.2) & (6.3) | – 23,205 | – 19,070 |
| Charges to/reversal of current provisions | – 7 | 260 | |
| Gains and losses on disposal of non-current operating assets | – 82 | – 186 | |
| CURRENT OPERATING RESULT | 106,200 | 114,433 | |
| Other operating income and expenses | (5.2) | – 302 | – 153 |
| OPERATING RESULT | 105,897 | 114,280 | |
| – Financial income from investments | 922 | 1,083 | |
| – Financial expenses related to borrowings | – 1,454 | – 1,339 | |
| Cost of net financial debt | – 532 | – 255 | |
| Other financial income and expenses | – 4,733 | 234 | |
| NET FINANCIAL INCOME/(EXPENSE) | (8.1) | – 5,265 | – 22 |
| PROFIT BEFORE TAX | 100,632 | 114,258 | |
| Income tax | (12) | – 16,473 | – 21,540 |
| Share of net profit/(loss) from associates | (13) | – 204 | – 7 |
| CONSOLIDATED NET PROFIT | 83,955 | 92,711 | |
| Attributable to Group share | 84,588 | 91,379 | |
| Attributable to Non-controlling interests | – 633 | 1,331 | |
| Basic earnings per share (€)* | (7.2) | 2.46 | 13.31 |
| Diluted earnings per share (€)* | (7.2) | 2.46 | 13.30 |
* The Company's share capital has changed from 7,400,000 shares with a par value of €1 to 37,000,000 shares with a par value of €0.20 during the first half of 2017.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| € thousands | 30/06/17 | 30/06/16 |
|---|---|---|
| Net profit for the period | 83,955 | 92,711 |
| Movement in gains and losses on translation of foreign currency | – 1,357 | – 5,764 |
| Movement in fair value of foreign currency hedges | 307 | – 487 |
| Movement in tax on items that may be reclassified to profit or loss | – 105 | 154 |
| Items that may be reclassified to profit or loss | – 1,155 | – 6,097 |
| Movement in actuarial gains and losses | – | – 2,083 |
| Movement in tax on items that will not be reclassified to profit or loss | – | 935 |
| Items that will not be reclassified to profit or loss | – | – 1,148 |
| Items of other comprehensive income | – 1,155 | – 7,246 |
| Total comprehensive income for the period | 82,800 | 85,465 |
| Attributable to Group share | 83,433 | 84,134 |
| Attributable to Non-controlling interests | – 633 | 1,331 |
CONSOLIDATED BALANCE SHEET – ASSETS
| Notes | 30/06/17 | 31/12/16 | |
|---|---|---|---|
| € thousands | Net | Net | |
| Non-current assets | |||
| Goodwill | (6.1) | 202,758 | 205,568 |
| Net intangible assets | (6.2) | 42,959 | 44,515 |
| Net property, plant and equipment | (6.3) | 262,489 | 254,557 |
| Investments in associates | (13) | 1,594 | 1,880 |
| Financial assets | (8.2.1) | 3,480 | 2,588 |
| Other receivables | (5.5.1) | 3,872 | 3,885 |
| Deferred tax assets | 44,578 | 44,118 | |
| Total Non-current assets | 561,731 | 557,111 | |
| Current assets | |||
| Inventories | (5.4) | 177,368 | 169,744 |
| Trade receivables | 232,701 | 162,433 | |
| Other receivables | (5.5.2) | 34,688 | 39,923 |
| Current tax assets | 25,350 | 21,494 | |
| Financial assets | (8.2.1) | 830 | 747 |
| Derivative instruments - assets | 579 | 4 | |
| Cash and cash equivalents | 110,544 | 133,847 | |
| Total Current assets | 582,059 | 528,192 | |
| TOTAL ASSETS | 1,143,790 | 1,085,303 |
CONSOLIDATED BALANCE SHEET – EQUITY AND LIABILITIES
| € thousands | Notes | 30/06/17 | 31/12/16 |
|---|---|---|---|
| Shareholders' equity | |||
| Share capital | 7,400 | 7,400 | |
| Share premium | 1,866 | 1,866 | |
| Other reserves | 600,981 | 507,297 | |
| Net profit for the period | 84,588 | 141,097 | |
| Group share | 694,835 | 657,660 | |
| Non-controlling interests | 178 | 252 | |
| Total Shareholders' equity | 695,014 | 657,911 | |
| Non-current liabilities | |||
| Non-current provisions | (10.1.1) | 12,270 | 13,180 |
| Other financial liabilities | (8.2.2) | 35,822 | 36,348 |
| Other liabilities | 1,462 | 1,543 | |
| Employee benefits | 24,218 | 26,802 | |
| Deferred tax liabilities | 37,241 | 37,004 | |
| Total Non-current liabilities | 111,013 | 114,876 | |
| Current liabilities | |||
| Current provisions | (10.1.2) | 8,984 | 8,581 |
| Other financial liabilities | (8.2.2) | 86,688 | 83,235 |
| Trade payables | 139,413 | 115,023 | |
| Other liabilities | 90,444 | 95,740 | |
| Tax liabilities | 12,019 | 9,557 | |
| Derivative instruments - liabilities | 215 | 379 | |
| Total Current liabilities | 337,764 | 312,516 | |
| TOTAL EQUITY AND LIABILITIES | 1,143,790 | 1,085,303 |
| € thousands | Share capital (1) |
Share premium |
Treasury shares |
Changes in foreign exchange rates |
Consolidated reserves |
Total shareholders' equity |
Non controlling interests |
Total equity (Group share) |
|---|---|---|---|---|---|---|---|---|
| AT 31 DECEMBER 2016 | 7,400 | 1,866 | – 99,054 | 9,522 | 738,177 | 657,911 | 252 | 657,660 |
| Total comprehensive income for the period |
– | – | – | – 1,357 | 84,157 | 82,800 | – 633 | 83,433 |
| Treasury share transactions |
– | – | 411 | – | 728 | 1,139 | – | 1,139 |
| Dividends | – | – | – | – | – 41,909 | – 41,909 | – | – 41,909 |
| Other movements (2) | – | – | – | – | – 4,928 | – 4,928 | 559 | – 5,487 |
| AT 30 JUNE 2017 | 7,400 | 1,866 | – 98,643 | 8,165 | 776,225 | 695,014 | 178 | 694,835 |
| AT 31 DECEMBER 2015 | 7,400 | 1,866 | – 99,275 | 14,515 | 653,415 | 577,921 | 262 | 577,659 |
| Total comprehensive income for the period |
– | – | – | – 5,764 | 91,229 | 85,465 | 1,331 | 84,134 |
| Treasury share transactions |
– | – | – 210 | – | – 202 | – 412 | – | – 412 |
| Dividends | – | – | – | – | – 39,126 | – 39,126 | – | – 39,126 |
| Other movements (2) | – | – | – | – | – 4,819 | – 4,819 | – 1,391 | – 3,428 |
| AT 30 JUNE 2016 | 7,400 | 1,866 | – 99,485 | 8,751 | 700,497 | 619,030 | 203 | 618,827 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Liabilities corresponding to put options granted to holders of non-controlling interests are recognised against the non-controlling interests covered by the put options and Group share of equity for the balance. Subsequent changes to liabilities are recorded under Group share of equity.
(1) Share capital comprises 37,000,000 shares with a par value of € 0.20. The par value of the shares was divided by five during the first six months of 2017. (2) Other movements include changes to the consolidation scope, exchange rate differences on capital transactions, as well as liabilities and subsequent changes in liabilities corresponding to put options granted to holders of non-controlling interests. The flow over the first half of 2017 represented the change in the liability related to the Dooya put option. This item also includes the reclassification under "Equity – Group share" of the share of the comprehensive income attributable to the non-controlling interests covered by the put options.
CONSOLIDATED CASH FLOW STATEMENT
| € thousands | Notes | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|---|
| Consolidated net profit | 83,955 | 92,711 | |
| Depreciation and amortisation of assets (excluding current assets) | 22,355 | 21,484 | |
| Charges to/reversals of provisions for liabilities | – 633 | – 242 | |
| Unrealised gains and losses related to fair value movements | – 436 | – 80 | |
| Unrealised foreign exchange gains and losses | 3,989 | – 4,504 | |
| Income and expenses related to stock options and employee benefits | – 466 | 1,344 | |
| Depreciation, amortisation, provisions and other non-cash items | 24,809 | 18,002 | |
| Profit on disposal of assets and others | 82 | 1,119 | |
| Share of net profit/(loss) from associates | 204 | 7 | |
| Deferred tax expense | – 95 | – 3,004 | |
| Cash flow | 108,956 | 108,837 | |
| Cost of net financial debt (excluding non-cash items) | 532 | 255 | |
| Tax expense (excluding deferred tax) | 16,568 | 24,544 | |
| Change in working capital requirements | (9.2) | – 61,426 | – 82,170 |
| Tax paid | – 17,768 | – 8,748 | |
| NET CASH FLOW FROM OPERATING ACTIVITIES (A) | 46,862 | 42,718 | |
| Acquisition-related disbursements: | |||
| – intangible assets and property, plant and equipment | – 33,258 | – 30,777 | |
| – non-current financial assets | – 1,109 | – 395 | |
| Disposal-related proceeds: | |||
| – intangible assets and property, plant and equipment | 306 | 346 | |
| – non-current financial assets | 4,400 | 4,400 | |
| Change in current financial assets | 429 | 983 | |
| Acquisition of companies, net of cash acquired | – | – 55 | |
| Disposal of companies, net of cash disposed of | – | 1,205 | |
| Interest received | 200 | 111 | |
| NET CASH FLOW FROM INVESTING ACTIVITIES (B) | – 29,032 | – 24,182 | |
| Increase in loans | 5,982 | 2,734 | |
| Reimbursement of loans | – 1,159 | – 17,317 | |
| Net increase in shareholders' equity of subsidiaries | – | – 2 | |
| Dividends and interim dividends paid | – 41,909 | – 39,126 | |
| Movement in treasury shares | 1,055 | – 180 | |
| Interest paid | – 1,428 | – 1,343 | |
| NET CASH FLOW FROM FINANCING AND CAPITAL ACTIVITIES (C) | – 37,459 | – 55,234 | |
| Impact of changes in foreign exchange rates on cash and cash equivalents (D) | – 1,670 | – 1,698 | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D) | – 21,299 | – 38,395 | |
| CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD | (9.1) | 126,249 | 99,272 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | (9.1) | 104,950 | 60,877 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Somfy SA is a company governed by a Management Board and a Supervisory Board, listed on the Eurolist of Euronext Paris (Compartment A, ISIN code: FR0013199916). Somfy Group is specialised in opening and closing automation and controls for both residential and commercial buildings (motors for blinds, shutters, curtains, screens, doors, gates, etc.). The head office is based in Cluses, Haute-Savoie, France. Somfy SA is a 52.65%-owned subsidiary of J.P.J.S., a company incorporated under French law.
The condensed consolidated IFRS financial statements of Somfy Group at 30 June 2017 have been prepared by the Management Board on 30 August 2017. Total assets were €1,143,790 thousand and consolidated net profit €83,955 thousand (Group share: €84,588 thousand).
—
—
NOTE 1 – HIGHLIGHTS
NOTE 1.1: CIAT
—
On 5 January 2015, Somfy SA transferred its 46.1% equity investment in the share capital of CIAT Group to United Technologies Corporation. On 31 March 2016, United Technologies Corporation filed a claim against the sellers of the CIAT shares under the liability guarantee. The requests included in the claim were unfounded and insufficiently detailed and justified, leading the Group to send a letter dated 2 May 2016 to UTC, requesting detailed documentation. On 17 March 2017, UTC responded by forwarding documents and clarifications which remain insufficient to justify the financial loss sustained, which UTC estimates at €31.3 million (equating to a €14.4 million share for Somfy).
As the process currently stands, Somfy Group continues to contest the entirety of UTC's demands and remains confident regarding the outcome of this dispute. It has qualified the risk as a contingent liability and no provision was recognised at 30 June 2017.
At 30 June 2017, Somfy SA's financial statements include a deferred settlement in relation to the sale of the CIAT shares for the sum of €10.5 million with payment spread until 2019.
NOTE 1.2: SPIREL
The dispute between Spirel employees and Somfy SA is ongoing before the Albertville District Court. The employees seek annulment of the transfer of the Spirel securities, which took place in 2010, and to have Somfy SA ordered to pay them damages for the alleged deliberate bankruptcy of Spirel and non-material damage caused as a result of the anxiety, disappointment and vexation they considered to have been victim of, for a total of approximately €8.2 million. In April 2017, the Court ruled in favour of Somfy SA, dismissing the employees' claims. However, the plaintiffs immediately appealed this decision.
For the record, in the absence of any findings or documentation provided by the plaintiffs, the proceedings before the Labour Court – involving the employees contesting the grounds for their dismissal and claiming damages of a substantially similar amount to that sought before the District Court – was dismissed in October 2016. The employees applied to the Albertville Labour Court once again in early July 2017. By letter dated 10 July 2017, Somfy is required to submit documents and findings by 28 November 2017 and has been summoned to appear before the adjudication panel for a hearing on 1 February 2018.
These new factors do not alter the Group's risk evaluation. Therefore, it continues to qualify these risks as contingent liabilities and no provision was recognised in relation to these disputes at 30 June 2017.
NOTE 1.3: CHANGES TO THE CONSOLIDATION SCOPE
The Group did not make any major acquisition over the first six months of 2017.
Myfox and iHome, acquired in late 2016, contributed €5.6 million and €0.4 million respectively to Group sales.
NOTE 2 – POST BALANCE-SHEET EVENT
Excluding the new summons as part of the Spirel dispute referred to above, no material post-balance sheet event has occurred since 30 June 2017.
NOTE 3 – ACCOUNTING RULES AND METHODS
NOTE 3.1: COMPLIANCE WITH ACCOUNTING STANDARDS
In application of European Regulation 1606/2002 of 19 July 2002, the Somfy Group's condensed consolidated financial statements have been prepared in accordance with IFRS (International Financial Reporting Standards) published by the IASB (International Accounting Standards Board), as adopted by the European Union at 30 June 2017.
These standards are available on the European Commission website at http://ec.europa.eu/finance/accounting/ias/index_en.htm
The condensed consolidated interim financial statements have been prepared in accordance with the international financial reporting standard IAS 34 ("Interim financial reporting"). They do not contain all disclosures and notes included in the full-year financial statements. As a result, they must be read in conjunction with the Group's consolidated financial statements at 31 December 2016.
The Group's consolidated financial statements for the year ended 31 December 2016 are available from the Group's website www. somfyfinance.com and upon request from head office.
NOTE 3.2: JUDGEMENTS AND ESTIMATES
The preparation of the consolidated financial statements requires Management to make a number of judgments, estimates and assumptions liable to affect the values of certain assets, liabilities, and income and expense items in the financial statements, and certain information provided in the notes to the financial statements. Due to the inherently uncertain nature of assumptions, actual results may differ from these estimates. The Group reviews its estimates and assessments on a regular basis to take past experience into account and incorporate factors considered relevant under current economic conditions.
As part of the preparation of these consolidated interim financial statements, the main judgments made and the main assumptions (described in the 2016 annual financial statements) used by Management have been updated based on the latest indicators available.
At 30 June, Somfy Group reviews its performance indicators and, if necessary, carries out impairment tests if there is any indication that an asset may have been impaired.
NOTE 3.3: NEW APPLICABLE STANDARDS AND INTERPRETATIONS
Note 3.3.1: Standards, amendments and interpretations applicable within the European Union from the financial year beginning on 1 January 2017
The Group has applied the following standards, amendments and interpretations as of 1 January 2017 at the latest:
| Standards | Content | Application date |
|---|---|---|
| Amendments to IAS 12 | Recognition of deferred tax assets for unrealised losses | Applicable from 1 January 2017 |
| Amendments to IAS 7 | Disclosure initiative | Applicable from 1 January 2017 |
| Annual improvements to IFRS | 2014-2016 cycle – amendment to IFRS 12 | Applicable from 1 January 2017 (EU approval expected by the end of 2017) |
These new standards have not had a material impact on the Group's results and financial position.
Note 3.3.2: Standards and interpretations whose application is not yet mandatory
| Standards | Content | Application date |
|---|---|---|
| IFRS 9 | Financial instruments: classification and measurement and subsequent amendments to IFRS 9 and IFRS 7 |
Applicable from 1 January 2018 |
| IFRS 15 | Revenue recognition | Applicable from 1 January 2018 |
| Amendments to IFRS 2 | Classification and measurement of share-based payment transactions |
Applicable from 1 January 2018 according to IASB, not yet approved by the EU |
| Annual improvements to IFRS | 2014-2016 cycle – excluding amendment to IFRS 12 applicable from 2017 |
Applicable from 1 January 2018 |
| Amendments to IFRS 15 | Clarification of IFRS 15 | Applicable from 1 January 2018 according to IASB, not yet approved by the EU |
| IFRS 16 | Leases | Applicable from 1 January 2019 according to IASB, not yet approved by the EU |
| IFRIC 22 | Foreign currency transactions and advance considerations | Applicable from 1 January 2018 according to IASB, not yet approved by the EU |
The Group did not opt for the early application of any of these new standards or amendments and is currently assessing the impact resulting from their initial application.
Detailed information is available on the following website: http://www.ifrs.org
IFRS 15 sets out the principles for revenue recognition based on a five-step model framework:
– identify the contract,
– identify the various performance obligations, i.e. list the goods or services the seller is committed to supply to the purchaser,
– determine the total price of the contract,
– allocate the total price to each performance obligation,
– recognise revenue and ancillary costs when a performance obligation is satisfied.
Application of this new approach, based on ongoing analyses, did not lead to identify any material impact on Somfy Group's financial statements. The Group does not expect an early application of IFRS 15 as of 31 December 2017.
Analysis of the impact of IFRS 16 "Leases" is ongoing within Somfy Group.
The restatement of lease contracts will lead to an increase in operating result, financial expenses, non-current assets and financial liabilities. It is not expected to have any material impact on shareholders' equity and net profit based on ongoing reviews.
Likewise, the changes introduced by IFRS 9 should only have a limited impact on the financial statements.
NOTE 4 – SEGMENT REPORTING
Somfy includes entities the business of which comes under the «Home & Building», «Access Automation» and "Connected Solutions" applications and is structured in two geographic regions.
The geographic location of assets is used as sole segment reporting criterion. Management makes its decisions based on this strategic focus using reporting by geographic region as its key analysis tool.
The two geographic regions are:
– Europe, Middle East & Africa (EMEA),
– Asia & Americas (A&A).
AT 30 JUNE 2017
—
| € thousands | Europe, Middle East & Africa |
Asia & Americas | Intra-regional eliminations |
Consolidated |
|---|---|---|---|---|
| Segment sales | 506,403 | 180,647 | – 43,551 | 643,499 |
| Intra-segment sales | – 29,565 | – 13,986 | 43,551 | – |
| Segment sales - Contribution to sales | 476,838 | 166,661 | – | 643,499 |
| Segment current operating result | 96,928 | 9,271 | – | 106,200 |
| Share of net profit/(loss) from associates | – | – 204 | – | – 204 |
| Cash flow | 99,678 | 9,278 | – | 108,956 |
| Net investments in intangible assets and PPE | 25,961 | 6,992 | – | 32,952 |
| Goodwill | 109,682 | 93,076 | – | 202,758 |
| Net intangible assets and PPE | 243,493 | 61,955 | – | 305,448 |
| Investments in associates | 722 | 872 | – | 1,594 |
AT 30 JUNE 2016
| € thousands | Europe, Middle East & Africa |
Asia & Americas | Intra-regional eliminations |
Consolidated |
|---|---|---|---|---|
| Segment sales | 471,264 | 165,626 | – 49,352 | 587,538 |
| Intra-segment sales | – 33,359 | – 15,994 | 49,352 | – |
| Segment sales - Contribution to sales | 437,906 | 149,632 | – | 587,538 |
| Segment current operating result | 96,278 | 18,155 | – | 114,433 |
| Share of net profit/(loss) from associates | – 1 | – 7 | – | – 7 |
| Cash flow | 93,847 | 14,990 | – | 108,837 |
| Net investments in intangible assets and PPE | 23,372 | 7,058 | – | 30,430 |
| Goodwill | 86,182 | 93,758 | – | 179,940 |
| Net intangible assets and PPE | 222,445 | 59,219 | – | 281,664 |
| Investments in associates | 723 | 1,836 | – | 2,559 |
NOTE 5 – PERFORMANCE-RELATED DATA
NOTE 5.1: SALES BY CUSTOMER LOCATION
—
This presentation by customer location was supplemented by our segment reporting pursuant to IFRS 8, which is based on the geographic regions in which our assets are based, namely Europe, Middle East & Africa (EMEA) and Asia & Americas (A&A).
| 30/06/17 6 months |
30/06/16 6 months |
Change N/N–1 |
Change N/N–1 change |
|
|---|---|---|---|---|
| € thousands | like-for-like | |||
| France | 164,869 | 147,249 | 12.0% | 8.4% |
| Germany | 93,636 | 92,005 | 1.8% | 1.9% |
| Northern Europe | 63,671 | 58,703 | 8.5% | 10.6% |
| Central and Eastern Europe | 64,746 | 58,694 | 10.3% | 8.1% |
| Southern Europe, Middle East and Africa | 116,874 | 110,912 | 5.4% | 6.7% |
| Asia-Pacific | 66,116 | 56,788 | 16.4% | 15.2% |
| Americas | 73,587 | 63,187 | 16.5% | 13.7% |
| TOTAL SALES | 643,499 | 587,538 | 9.5% | 8.5% |
NOTE 5.2: OTHER OPERATING INCOME AND EXPENSES
| € thousands | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Charge to/reversal of non-current provisions | – 185 | – 264 |
| Other non-current items | – 117 | 111 |
| – Non-current income | 17 | 127 |
| – Non-current expenses | – 134 | – 16 |
| Net gain/(loss) on disposal of non-current assets | – | – |
| OTHER OPERATING INCOME AND EXPENSES | – 302 | – 153 |
NOTE 5.3: ALTERNATIVE PERFORMANCE MEASURES
Note 5.3.1: Current operating margin
Current operating margin, which corresponds to current operating result as a proportion of sales (COR/Sales), is a useful performance indicator as it reflects operating profitability.
| € thousands | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Current operating result | 106,200 | 114,433 |
| Sales | 643,499 | 587,538 |
| CURRENT OPERATING MARGIN | 16.5% | 19.5% |
NOTE 5.4: INVENTORIES
| € thousands | 30/06/17 | 31/12/16 |
|---|---|---|
| Gross value | ||
| Raw materials and other supplies | 59,927 | 56,059 |
| Finished goods and merchandise | 129,762 | 125,143 |
| Total | 189,689 | 181,202 |
| Provisions | – 12,321 | – 11,458 |
| NET VALUES | 177,368 | 169,744 |
| € thousands | Value 31/12/16 |
Net charges |
Exchange rate movements |
Changes in consolidation scope |
Value 30/06/17 |
|---|---|---|---|---|---|
| Inventory provisions | – 11,458 | – 1,070 | 207 | – | – 12,321 |
NOTE 5.5: OTHER NON-CURRENT AND CURRENT RECEIVABLES
Note 5.5.1: Other non-current receivables
| € thousands | 30/06/17 | 31/12/16 |
|---|---|---|
| Gross value | ||
| Other operating receivables | 2 | 15 |
| Other non-operating receivables | 3,870 | 3,870 |
| TOTAL | 3,872 | 3,885 |
The item "Other non-operating receivables" notably includes non-current receivables of €3.9 million at 30 June 2017 on the disposal of CIAT, unchanged from 31 December 2016.
Note 5.5.2: Other current receivables
| € thousands | 30/06/17 | 31/12/16 |
|---|---|---|
| Gross value | ||
| Receivables from employees | 4,489 | 3,545 |
| Other taxes (including VAT) | 6,938 | 11,830 |
| Prepaid expenses | 9,988 | 6,333 |
| Other receivables | 13,273 | 18,215 |
| TOTAL | 34,688 | 39,923 |
The item "Other receivables" notably includes current receivables of €11.0 million at 30 June 2017 and €15.4 million at 31 December 2016 on the disposal of CIAT and the Faac transaction.
NOTE 6 – INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
— NOTE 6.1: GOODWILL AND IMPAIRMENT TESTS
Note 6.1.1: Goodwill
| € thousands | Valeur |
|---|---|
| At 1 January 2017 | 205,568 |
| Changes in scope of consolidation | – |
| Changes in foreign exchange rates | – 2,810 |
| Charge for impairment | – |
| AT 30 JUNE 2017 | 202,758 |
The purchase price allocations of Myfox and iHome are ongoing and will be finalised during the second half of 2017.
Note 6.1.2: Impairment tests
At 30 June 2017 as at 30 June 2016, as part of its review of significant intangible assets, the Group did not identify any indications of impairment that would require impairment testing.
16
| € thousands | Allocated intangible assets |
Develop ment costs |
Patents and brands |
Software | Other | In pro gress and advance payments |
Total |
|---|---|---|---|---|---|---|---|
| Gross value at 1 January 2017 | 27,256 | 38,298 | 9,003 | 45,138 | 2,290 | 7,920 | 129,905 |
| Acquisitions | – | 430 | 103 | 513 | 60 | 3,865 | 4,971 |
| Disposals | – | – 890 | – | – 35 | – 44 | – | – 969 |
| Changes in foreign exchange rates | – 1,239 | – | – 249 | – 77 | – 3 | – | – 1,567 |
| Changes in scope of consolidation | – | – | – | – | – | – | – |
| Other movements | – | 5,498 | – 19 | 1,838 | – 20 | – 7,336 | – 39 |
| AT 30 JUNE 2017 | 26,017 | 43,336 | 8,838 | 47,377 | 2,284 | 4,449 | 132,301 |
| Accumulated amortisation at 1 January 2017 | – 17,506 | – 26,718 | – 3,381 | – 35,956 | – 1,828 | – | – 85,390 |
| Amortisation charge for the period | – 1,202 | – 2,806 | – 288 | – 1,526 | – 67 | – | – 5,889 |
| Disposals | – | 890 | – | 35 | 45 | – | 970 |
| Changes in foreign exchange rates | 792 | – | 49 | 53 | 3 | – | 898 |
| Changes in scope of consolidation | – | – | – | – | – | – | – |
| Other movements | – | – | 50 | – | 20 | – | 70 |
| AT 30 JUNE 2017 | – 17,916 | – 28,634 | – 3,569 | – 37,395 | – 1,828 | – | – 89,341 |
| NET VALUE AT 30 JUNE 2017 | 8,101 | 14,702 | 5,269 | 9,983 | 456 | 4,449* | 42,959 |
NOTE 6.2: OTHER INTANGIBLE ASSETS
* Of which development expenses in progress amounting to €3.8 million.
NOTE 6.3: PROPERTY, PLANT AND EQUIPMENT
| Land | Buildings | Plant, machinery and tools |
Other | In pro gress and advance |
Total | |
|---|---|---|---|---|---|---|
| € thousands | payments | |||||
| Gross value at 1 January 2017 | 21,600 | 170,238 | 244,464 | 70,048 | 27,890 | 534,241 |
| Acquisitions | – | 145 | 5,193 | 4,335 | 17,189 | 26,861 |
| Disposals | – | – 13 | – 5,611 | – 1,210 | – | – 6,833 |
| Changes in foreign exchange rates | 209 | – 1,119 | – 410 | – 1,116 | – 174 | – 2,609 |
| Changes in scope of consolidation | – | – | – | – | – | – |
| Other movements | 775 | 5,144 | 13,465 | 1,099 | – 20,467 | 16 |
| AT 30 JUNE 2017 | 22,584 | 174,395 | 257,102 | 73,156 | 24,438 | 551,676 |
| Accumulated depreciation at 1 January 2017 | – 601 | – 74,479 | – 157,998 | – 46,606 | – | – 279,684 |
| Depreciation charge for the period | – 109 | – 3,470 | – 9,528 | – 4,210 | – | – 17,316 |
| Disposals | – | 12 | 5,361 | 1,071 | – | 6,444 |
| Changes in foreign exchange rates | – 16 | 246 | 563 | 623 | – | 1,416 |
| Changes in scope of consolidation | – | – | – | – | – | – |
| Other movements | – | – 51 | – 39 | 43 | – | – 47 |
| AT 30 JUNE 2017 | – 726 | – 77,742 | – 161,640 | – 49,080 | – | – 289,187 |
| NET VALUE AT 30 JUNE 2017 | 21,859 | 96,653 | 95,462 | 24,076 | 24,438 | 262,489 |
NOTE 7 – DIVIDENDS AND EARNINGS PER SHARE
— NOTE 7.1: DIVIDENDS
The gross dividend proposed at the AGM of 17 May 2017 called to approve the 2016 financial statements was €6.10. It was paid on 6 June 2017.
NOTE 7.2: EARNINGS PER SHARE
| Basic earnings per share | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Net profit - Group share (€ thousands) | 84,588 | 91,379 |
| Total number of shares (1) | 37,000,000 | 7,400,000 |
| Treasury shares* (2) | 2,651,211 | 533,128 |
| Number of shares used in calculation (1) – (2) | 34,348,789 | 6,866,872 |
| EARNINGS PER SHARE (€) | 2.46 | 13.31 |
* Representing the total treasury shares held by Somfy SA.
| Diluted earnings per share | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Net profit - Group share (€ thousands) | 84,588 | 91,379 |
| Total number of shares (1) | 37,000,000 | 7,400,000 |
| Treasury shares** (2) | 2,587,236 | 531,423 |
| Number of shares used in calculation (1) – (2) | 34,412,764 | 6,868,577 |
| DILUTED EARNINGS PER SHARE (€) | 2.46 | 13.30 |
** Free shares are excluded.
The par value of the shares which make up the share capital of Somfy SA has been divided by five. The Company's share capital has changed from 7,400,000 shares with a par value of €1 to 37,000,000 shares with a par value of €0.20 during the first half of 2017. Diluted earnings per share take into account shares allocated free of charge in determining the "number of shares used in the calculation".
NOTE 8 – FINANCIAL ITEMS
— NOTE 8.1: NET FINANCIAL INCOME/(EXPENSE)
| € thousands | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Cost of net financial debt | – 532 | – 255 |
| – Financial income from investments | 922 | 1,083 |
| – Financial expenses related to borrowings | – 1,454 | – 1,339 |
| Foreign exchange effect | – 5,243 | 3,495 |
| Other | 510 | – 3,262 |
| NET FINANCIAL INCOME/(EXPENSE) | – 5,265 | – 22 |
The change in net financial income/(expense) between June 2016 and June 2017 was primarily due to an unfavourable currency effect.
NOTE 8.2: FINANCIAL ASSETS AND LIABILITIES
Note 8.2.1: Financial asset
| € thousands | Financial assets available for sale |
Loans | Deposits and guarantees |
Other | Current and non-current financial assets |
Realisable within 1 year |
Non current financial assets |
|---|---|---|---|---|---|---|---|
| At 1 January 2017 | 334 | 75 | 2,924 | 3 | 3,335 | 747 | 2,588 |
| Increase | 1,025 | 443 | 83 | – | 1,551 | 13 | 1,538 |
| Decrease | – | – 427 | – 15 | – | – 442 | – 442 | – |
| Net change in impairment | – | – | – 2 | – | – 2 | – | – 2 |
| Changes in foreign exchange rates | – 56 | – 5 | – 70 | – | – 132 | – 30 | – 102 |
| Changes in scope of consolidation | – | – | – | – | – | – | – |
| Other movements | 13 | – | – 13 | – | – | 542 | – 542 |
| AT 30 JUNE 2017 | 1,316 | 85 | 2,907 | 3 | 4,310 | 830 | 3,480 |
Financial assets available for sale are recorded at fair value. Financial assets realisable within one year mainly comprise short-term deposits.
Note 8.2.2: Financial liabilities
| € thousands | Borrowings from credit institutions |
Lease commit ments |
Other borrowings and financial liabilities |
Bank over drafts |
Current and non-current financial liabilities |
Due within 1 year |
Non current financial liabilities |
|---|---|---|---|---|---|---|---|
| At 1 January 2017 | 16,386 | 8,014 | 87,586 | 7,598 | 119,584 | 83,235 | 36,348 |
| New/repayment of borrowings | 5,929 | – 1,088 | 615 | – 1,361 | 4,096 | 3,580 | 517 |
| Impact of the revaluation of put options | – | – | 4,928 | – | 4,928 | 4,928 | – |
| Changes in foreign exchange rates | – 1,028 | 1 | – 4,427 | – 644 | – 6,098 | – 5,252 | – 846 |
| Changes in scope of consolidation | – | – | – | – | – | – | – |
| Other movements | – | – | – | – | – | 197 | – 197 |
| AT 30 JUNE 2017 | 21,288 | 6,927 | 88,702 | 5,593 | 122,510 | 86,688 | 35,822 |
Other borrowings and financial liabilities include the debt relating to the put options granted to the holders of non-controlling interests and to earn-outs, which amounted to €82.9 million at 30 June 2017 and €81.4 million at 31 December 2016, as well as to deferred settlements of €5.3 million at 30 June 2017 and €5.6 million at 31 December 2016. The change was mainly due to the discounting of the put option granted to minority shareholders in Dooya, valued at €60.2 million at 30 June 2017 compared with €58.7 million at 31 December 2016 and exercisable from the end of 2015 onwards.
Subsequent changes in liabilities corresponding to put options granted to holders of non-controlling interests are recognised in equity. The Group renegotiated its lines of financing generating a total available amount of €200 million with maturities of between three and five years. The covenants introduced are similar to those that existed at 31 December on former lines.
Note 8.2.3: Analysis of net financial debt
The net financial debt corresponds to the difference between financial assets and financial liabilities. Notably, it takes into account unlisted bonds receivable, issued by certain companies in which shares are held or related entities, earn-out on acquisitions, liabilities relating to options granted to minority shareholders in fully-consolidated companies and deferred settlements of a financial nature. Not included are securities in non-controlling equity investments, deposits & guarantees and government grants.
| 30/06/17 | 31/12/16 |
|---|---|
| 122,500 | 119,573 |
| 323 | 288 |
| 238 | 214 |
| 85 | 74 |
| 110,544 | 133,847 |
| 11,633 | – 14,562 |
(–) Net financial surplus
Financial liabilities included in net financial debt include the debt relating to the put options granted to the holders of non-controlling interests and to earn-outs, which amounted to €82.9 million at 30 June 2017 and €81.4 million at 31 December 2016, as well as to deferred settlements of €5.3 million at 30 June 2017 and €5.6 million at 31 December 2016. Restated for these items, the net financial surplus was €76.5 million at 30 June 2017, compared with €101.6 million at 31 December 2016.
NOTE 9 – ANALYSIS OF CASH FLOW STATEMENT
— NOTE 9.1: CASH AND CASH EQUIVALENTS
| € thousands | 30/06/17 6 month |
30/06/16 6 months |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD | 126,249 | 99,272 |
| Cash and cash equivalents at the start of the period | 133,847 | 103,787 |
| Bank overdrafts | – 7,598 | – 4,515 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 104,950 | 60,877 |
| Cash and cash equivalents at the end of the period | 110,544 | 72,117 |
| Bank overdrafts | – 5,594 | – 11,240 |
NOTE 9.2: CHANGE IN WORKING CAPITAL REQUIREMENTS
| € thousands | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Net decrease/(increase) in inventory | – 10,276 | – 19,915 |
| Net decrease/(increase) in trade receivables | – 74,570 | – 73,841 |
| Net (decrease)/increase in trade payables | 27,154 | 18,369 |
| Net movement in other receivables and payables | – 3,734 | – 6,784 |
| CHANGE IN WORKING CAPITAL REQUIREMENTS | – 61,426 | – 82,170 |
NOTE 10 – PROVISIONS AND CONTINGENT LIABILITIES
— NOTE 10.1: PROVISIONS
Note 10.1.1: Non-current provisions
| € thousands | Provisions for guarantees |
Provisions for litigation |
Provision for employee liability |
Provisions for liabilities and charges |
Total 2017 |
|---|---|---|---|---|---|
| At 1 January 2017 | 6,238 | 1,844 | 447 | 4,651 | 13,180 |
| Charges | 209 | 226 | 26 | 26 | 487 |
| Used reversals | – | – 527 | – 67 | – 39 | – 633 |
| Unused reversals | – | – 242 | – | – 244 | – 486 |
| Impact of foreign exchange rates | – 116 | – 4 | – | – 158 | – 278 |
| Change in consolidation scope | – | – | – | – | – |
| Other movements | – | – | – | – | – |
| AT 30 JUNE 2017 | 6,331 | 1,297 | 406 | 4,236 | 12,270 |
Note 10.1.2: Current provisions
| € thousands | Provisions for guarantees |
Provisions for litigation |
Provisions for liabilities and charges |
Total 2017 |
|---|---|---|---|---|
| At 1 January 2017 | 5,536 | 1,226 | 1,819 | 8,581 |
| Charges | 221 | 192 | 437 | 850 |
| Used reversals | – | – 28 | – 262 | – 290 |
| Unused reversals | – | – 18 | – 10 | – 28 |
| Impact of foreign exchange rates | – 119 | – | – 10 | – 129 |
| Change in consolidation scope | – | – | – | – |
| Other movements | – | – | – | – |
| AT 30 JUNE 2017 | 5,638 | 1,372 | 1,973 | 8,984 |
NOTE 10.2: CONTINGENT LIABILITIES
All of the Group's contingent liabilities are set out in the Highlights.
NOTE 11 – WORKFORCE
— Somfy Group's average workforce at 30 June 2017, including temporary and part-time employees recorded on a full-time equivalent basis, was as follows:
| 30/06/17 | 30/06/16 | |
|---|---|---|
| Average workforce | 8,928 | 8,499 |
NOTE 12 – INCOME TAX
—
| € thousands | 30/06/17 6 months |
30/06/16 6 months |
|---|---|---|
| Profit before tax from continuing operations | 100 632 | 114 258 |
| Share of expenses on dividends | 1,473 | 1,589 |
| Reclassification of CVAE to Income tax | – 1,682 | – 1,567 |
| Reclassification of CICE to Employee expenses | – 1,199 | – 967 |
| Reclassification of CIR to Other operating income | – 2,609 | – 2,050 |
| Other | 2,402 | – 2,999 |
| Permanent differences | – 1,614 | – 5,994 |
| Net profit taxed at reduced rate | – 15,914 | – 14,625 |
| Net profit taxable at standard rate | 83,104 | 93,639 |
| Tax rate in France | 34.43% | 34.43% |
| Tax charge recalculated at the French standard rate | 28,613 | 32,240 |
| Tax at reduced rate | 2,467 | 2,259 |
| Difference in standard rate in foreign countries | – 13,106 | – 13,999 |
| Tax losses for the year, unrecognised in previous periods, deficits used | 996 | 422 |
| Effect of the rate difference | – 12,111 | – 13,576 |
| Tax credits | – 1,841 | – 1,912 |
| Other taxes and miscellaneous | – 655 | 2,530 |
| Group tax | 16,473 | 21,540 |
| Effective rate | 16.37% | 18.85% |
The results taxed at a reduced rate involve royalties, which were taxed at 15.5% (unchanged from 2016).
The main countries that contributed to the difference in the tax rate were Tunisia (€8.8 million), Germany (€0.6 million), other European countries (€2.9 million) and Middle Eastern countries (€1.1 million).
Tax credits were primarily affected by the SOPEM tax credit (Poland): €1.6 million at both 30 June 2017 and 30 June 2016.
Other taxes and miscellaneous items includes the CVAE tax of €1.7 million and €1.6 million for the periods ended 30 June 2017 and 30 June 2016 respectively, as well as the 3% contribution on dividends of €1.3 million at 30 June 2017 and €1.1 million at 30 June 2017. This item also includes an income tax rebate of €3.6 million secured by Somfy SA and connected with the offsetting of the 5% share of fees and expenses on dividends received from the European subsidiaries (years 2010 to 2013). Accrued income of €0.8 million was also recorded by Somfy SA concerning a claim against the tax authorities which followed a decision by the Conseil d'État in June 2017 specifying that the 12% taxation of the share of fees and expenses must apply to the net capital gains derived from the sale of equity securities. Lastly, Somfy SA has submitted other tax claims related to the 3% contribution on dividends (paid in 2014, 2015 and 2016) for which no accrued income has yet been recognised at 30 June 2017.
Restated for non-recurring items (income tax rebates), the effective tax rate was 20.8% at 30 June 2017.
NOTE 13 – INVESTMENTS IN ASSOCIATES
| € thousands | 30/06/17 | 31/12/16 |
|---|---|---|
| Investments in associates at the beginning of the period | 1,880 | 2,258 |
| Change in scope of consolidation and other | 2 | – |
| Share of profit/(loss) from associates | – 204 | – 684 |
| Dividends paid | – | – |
| Changes in foreign exchange rates | – 84 | 306 |
| INVESTMENTS IN ASSOCIATES AT THE END OF THE PERIOD | 1,594 | 1,880 |
"Investments in associates" consists of investments in Neocontrol and Arve Finance.
—
NOTE 14 – LIST OF CONSOLIDATED ENTITIES
—
| Company name | Head office | % control 30/06/17 |
% interest 30/06/17 |
% interest 31/12/16 |
|---|---|---|---|---|
| Somfy SA | 74300 Cluses (France) | (parent company) | (parent company) | (parent company) |
| Fully-consolidated companies | ||||
| Somfy Activités SA | Cluses (France) | 100.00 | 100.00 | 100.00 |
| CMC SARL | Cluses (France) | 100.00 | 100.00 | 100.00 |
| Somfybat SNC | Cluses (France) | 100.00 | 100.00 | 100.00 |
| Domis SA | Rumilly (France) | 100.00 | 100.00 | 100.00 |
| Stor'm | Saint Clair de la Tour (France) | 100.00 | 100.00 | 100.00 |
| SITEM SARL | Zaghouan (Tunisia) | 100.00 | 100.00 | 100.00 |
| SITEM Services SARL | Zaghouan (Tunisia) | 100.00 | 100.00 | 100.00 |
| SOPEM | Krakow (Poland) | 100.00 | 100.00 | 100.00 |
| Somfy Eastern Europe Area SP. Zoo | Warsaw (Poland) | 100.00 | 100.00 | 100.00 |
| Somfy Ltd | Yeadon (UK) | 100.00 | 100.00 | 100.00 |
| Somfy PTY Ltd | Rydalmere (Australia) | 100.00 | 100.00 | 100.00 |
| Somfy Automation Services PTY Ltd | Rydalmere (Australia) | 100.00 | 100.00 | 100.00 |
| NV Somfy SA | Zaventem (Belgium) | 100.00 | 100.00 | 100.00 |
| Somfy Brazil LTDA | Sao Paulo (Brazil) | 100.00 | 100.00 | 100.00 |
| Somfy Columbia SAS | Bogota (Colombia) | 100.00 | 100.00 | 100.00 |
| Somfy Argentina | Buenos Aires (Argentina) | 100.00 | 100.00 | 100.00 |
| GABR Participações LTDA | Sao Paulo (Brazil) | 100.00 | 100.00 | 100.00 |
| Somfy GmbH | Rottenburg (Germany) | 100.00 | 100.00 | 100.00 |
| HIMOTION BV | Leiden (Netherlands) | 100.00 | 100.00 | 100.00 |
| Somfy GmbH | Elsbethen-Glasenbach (Austria) | 100.00 | 100.00 | 100.00 |
| Somfy KFT | Budapest (Hungary) | 100.00 | 100.00 | 100.00 |
| Somfy Sp zoo | Warsaw (Poland) | 100.00 | 100.00 | 100.00 |
| Somfy Spol sro | Prague (Czech Republic) | 100.00 | 100.00 | 100.00 |
| SC Somfy SRL | Brasov (Roumania) | 100.00 | 100.00 | 100.00 |
| Somfy LLC | Moscow (Russia) | 100.00 | 100.00 | 100.00 |
| Somfy SIA | Riga (Latvia) | 100.00 | 100.00 | 100.00 |
| Somfy LLC | Kiev (Ukraine) | 100.00 | 100.00 | 100.00 |
| Somfy Bulgaria AD | Sofia (Bulgaria) | 100.00 | 100.00 | 100.00 |
| Somfy Joo | Seoul (Korea) | 100.00 | 100.00 | 100.00 |
| Somfy Italia SRL | Milan (Italy) | 100.00 | 100.00 | 100.00 |
| Somfy Nederland BV | Hoofddorp (Netherlands) | 100.00 | 100.00 | 100.00 |
| Somfy España SA | Barcelona (Spain) | 100.00 | 100.00 | 100.00 |
| Automatismos Pujol SL | Barcelona (Spain) | 100.00 | 100.00 | 100.00 |
| Automatismos Pujol Portugal Lda | Esmoriz (Portugal) | 100.00 | 100.00 | 100.00 |
| Sistemi Automatici Pujol SAP SRL | Pavona (Italy) | 100.00 | 100.00 | 100.00 |
| Somfy Systems Inc. | Cranbury NJ (US) | 100.00 | 100.00 | 100.00 |
| Somfy AG | Bassersdorf (Switzerland) | 100.00 | 100.00 | 100.00 |
| Somfy Sweden AB | Limhamn (Sweden) | 100.00 | 100.00 | 100.00 |
| Somfy Norway AS | Skedsmokorset (Norway) | 100.00 | 100.00 | 100.00 |
| Somfy PTE Ltd | Singapore | 100.00 | 100.00 | 100.00 |
| Somfy Thailand | Bangkok (Thailand) | 100.00 | 100.00 | 100.00 |
| Somfy Taiwan Co Ltd | Taipei (Taïwan) | 100.00 | 100.00 | 100.00 |
| Asian Capital International LTD | Hong Kong | 100.00 | 100.00 | 100.00 |
| Company name | Head office | % control 30/06/17 |
% interest 30/06/17 |
% interest 31/12/16 |
|---|---|---|---|---|
| Sino Global International Holdings LTD | Hong Kong | 100.00 | 100.00 | 100.00 |
| Sino Link Trading LTD | Hong Kong | 100.00 | 100.00 | 100.00 |
| Hong Kong CTLT Trade Co. LTD | Hong Kong | 70.00 | 70.00 | 70.00 |
| Somfy Asia-Pacific Co Ltd | Hong Kong | 100.00 | 100.00 | 100.00 |
| Dooya China | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Shanghai Zhengshang Co., ltd | Shanghai (China) | 70.00 | 70.00 | 70.00 |
| Shanghai Branch | Shanghai (China) | 70.00 | 70.00 | 70.00 |
| Hui Gong Intelligence Technology LTD | Shanghai (China) | 70.00 | 70.00 | 70.00 |
| New Unity LTD | Hong Kong | 70.00 | 70.00 | 70.00 |
| Ningbo Sleepwell Co Ltd | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Somfy Co Ltd | Hong Kong | 100.00 | 100.00 | 100.00 |
| Somfy China Co Ltd | Shanghai (China) | 100.00 | 100.00 | 100.00 |
| LianDa | Zhejiang (China) | 95.00 | 95.00 | 95.00 |
| Baixing Co Ltd | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Herzborg Technology | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Shanghai Goodnight | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Somfy Middle East Co Ltd | Limassol (Republic of Cyprus) | 100.00 | 100.00 | 100.00 |
| Somfy Egypt | Cairo (Egypt) | 100.00 | 100.00 | 100.00 |
| Sisa Home Automation Ltd | Rishone Le Zion (Israel) | 100.00 | 100.00 | 100.00 |
| Somfy Maroc SARL | Casablanca (Morocco) | 100.00 | 100.00 | 100.00 |
| Somfy Hellas SA | Acharnae (Greece) | 100.00 | 100.00 | 100.00 |
| Somfy Ev Otomasyon Sistemleri Ticaret Ltd Sti | Istanbul (Turkey) | 100.00 | 100.00 | 100.00 |
| Somfy South Africa (PTY) Limited | Durban (South Africa) | 100.00 | 100.00 | 100.00 |
| Somfy Tunisie | Tunis (Tunisia) | 100.00 | 100.00 | 100.00 |
| Somfy Tunisie Services | Tunis (Tunisia) | 50.00 | 50.00 | 50.00 |
| Somfy Mexico SA DE CV | Tlalnepantla (Mexico) | 100.00 | 100.00 | 100.00 |
| Syservmex | Tlalnepantla (Mexico) | 100.00 | 100.00 | 100.00 |
| Somfy K.K. | Tokyo (Japan) | 100.00 | 100.00 | 100.00 |
| Somfy India Pvt Ltd | New Dehli (India) | 100.00 | 100.00 | 100.00 |
| PROMOFI BV | Hoofddorp (Netherlands) | 100.00 | 100.00 | 100.00 |
| FIGEST BV | Leiden (Netherlands) | 100.00 | 100.00 | 100.00 |
| Somfy LLC USA | Dover (US) | 100.00 | 100.00 | 100.00 |
| Somfy ULC | Halifax (Canada) | 100.00 | 100.00 | 100.00 |
| Simu SAS | Gray (France) | 100.00 | 100.00 | 100.00 |
| Simu GmbH | Iserlohn (Germany) | 100.00 | 100.00 | 100.00 |
| WAY SRL | Galliera (Italy) | 100.00 | 100.00 | 100.00 |
| Overkiz SAS | Archamps (France) | 96.63 | 96.63 | 96.63 |
| Opendoors SAS | Cluses (France) | 100.00 | 100.00 | 100.00 |
| iHome Systems (Asia Limited) | Hong Kong | 51.00 | 51.00 | 51.00 |
| iHome Systems (Thailand) Co. Ltd | Bangkok (Thailand) | 51.00 | 51.00 | 51.00 |
| Intelligent Home Systems (MY) Sdn. Bhd | Kuala Lumpur (Malaysia) | 51.00 | 51.00 | 51.00 |
| iHome Systems (SG) Pte. Ltd | Singapore | 51.00 | 51.00 | 51.00 |
| Somfy Protect by Myfox SAS | Labège (France) | 100.00 | 100.00 | 100.00 |
| Myfox Inc | Campbell (US) | 100.00 | 100.00 | 100.00 |
| SEM-T SASU | Cluses (France) | 100.00 | 100.00 | 100.00 |
| DSG Coordination Center SA | Geneva (Switzerland) | 100.00 | 100.00 | 100.00 |
| TTMD SA | Geneva (Switzerland) | 100.00 | 100.00 | 100.00 |
| BFT SpA | Schio (Italy) | 100.00 | 100.00 | 100.00 |
| Company name | Head office | % control 30/06/17 |
% interest 30/06/17 |
% interest 31/12/16 |
|---|---|---|---|---|
| Automatismes BFT France SAS | Saint-Priest (France) | 100.00 | 100.00 | 100.00 |
| BFT Group Italiberica de Automatismos SL | Barcelona (Spain) | 99.02 | 99.02 | 99.02 |
| BFT Antriebssysteme GmbH | Furth (Germany) | 100.00 | 100.00 | 100.00 |
| BFT Automation UK Ltd | Stockport (UK) | 100.00 | 100.00 | 100.00 |
| BFT Benelux SA | Nivelles (Belgium) | 100.00 | 100.00 | 100.00 |
| BFT Adria d.o.o. | Drazice (Croatia) | 100.00 | 100.00 | 100.00 |
| BFT Polska Sp zoo | Zielonka (Poland) | 100.00 | 100.00 | 100.00 |
| SACS SRL | Borgo Valsugana (Italy) | 100.00 | 100.00 | 100.00 |
| BFT Americas Inc. | Boca Raton (US) | 100.00 | 100.00 | 100.00 |
| BFT Portugal SA | Coimbra (Portugal) | 100.00 | 100.00 | 100.00 |
| BFT Automation (South) Ltd | Berkshire (UK) | 100.00 | 100.00 | 100.00 |
| BFT Automation Australia PTY | Sydney (Australia) | 100.00 | 100.00 | 100.00 |
| BFT CZ Sro | Prague (Czech Republic) | 100.00 | 100.00 | 100.00 |
| BFT Piemonte SRL | Dronero (Italy) | – | – | 100.00 |
| O&O SRL | Corregio (Italy) | 100.00 | 100.00 | 100.00 |
| BFT Veneto SRL | Schio (Italy) | 100.00 | 100.00 | 100.00 |
| BFT Otomasyon Kapi | Istanbul (Turkey) | 100.00 | 100.00 | 100.00 |
| BFT Istanbul | Istanbul (Turkey) | 100.00 | 100.00 | 100.00 |
| BFT Greece | Athens (Greece) | 100.00 | 100.00 | 100.00 |
| BFT Automation Ireland | Dublin (Ireland) | 100.00 | 100.00 | 100.00 |
| BFT Automation Systems PTL | Hyderabad (India) | 51.00 | 51.00 | 51.00 |
| Nord Logistica E Servizi SRL | Schio (Italy) | 100.00 | 100.00 | 100.00 |
| BFT Middle East FZO | Dubai (United Arab Emirates) | 100.00 | 100.00 | 100.00 |
| BFT Auto Gate and Door (Shanghai) Co. Ltd | Shanghai (China) | 100.00 | 100.00 | 100.00 |
| BFT Gates and Doors SRL | Bucharest (Romania) | 100.00 | 100.00 | 100.00 |
| BFT Automation New Zealand | Auckland (New Zealand) | 100.00 | 100.00 | 100.00 |
| BFT Sud Est SAS | Saint Laurent du Var (France) | 100.00 | 100.00 | 100.00 |
| BFT Lazio SRL | Rome (Italy) | – | – | 100.00 |
| BFT Automatech Italia SRL | Verona (Italy) | 100.00 | 100.00 | 100.00 |
| Equity-accounted companies | ||||
| Arve Finance | Cluses (France) | 50.17 | 50.17 | 50.17 |
| Neocontrol | Belo Horizonte (Brazil) | 61.00 | 61.00 | 61.00 |
03 STATUTORY AUDITORS' REPORT ON THE 2017 INTERIM FINANCIAL REPORT
03 STATUTORY AUDITORS' REPORT ON THE 2017 INTERIM FINANCIAL REPORT
To the Shareholders,
In compliance with the assignment entrusted to us at your General Meeting and pursuant to Article L. 451-1-2 III of the Monetary and Financial Code, we have proceeded with:
– A limited review of the accompanying condensed consolidated interim financial statements of the company Somfy SA, for the period from 1 January to 30 June 2017;
– A review of the information disclosed in the half-year business report.
Your Management Board is responsible for the preparation of the condensed consolidated interim financial statements. It is our responsibility to express an opinion on these financial statements on the basis of our limited review.
OPINION ON THE FINANCIAL STATEMENTS
We have conducted our limited review in accordance with professional auditing standards applicable in France. A limited review consists principally of making inquiries of persons responsible for financial and accounting matters and applying analytical procedures. The scope is substantially less than an audit conducted in accordance with professional auditing standards applicable in France. Consequently, this review can only provide reasonable assurance, to a lesser degree than an audit, as to whether the interim financial statements are free of material misstatements.
Based on our limited review, nothing has come to our attention that would challenge the compliance of the condensed consolidated interim financial statements with IAS 34 – a standard of the IFRS framework relating to interim financial reporting as adopted within the European Union.
SPECIFIC VERIFICATION
We have also verified the information disclosed in the half-year business report commenting on the condensed consolidated interim financial statements, which were the subject of our limited review.
We have no observation to make with regard to the fairness of such information and its consistency with the condensed consolidated interim financial statements.
Lyon, 6 September 2017
The Statutory Auditors
KPMG Audit ERNST & YOUNG et Autres A division of KPMG SA Lionel Denjean Stéphane Devin Partner Partner
04 STATEMENT FROM THE INDIVIDUAL RESPONSIBLE FOR THE 2017 HALF-YEAR FINANCIAL REPORT
04 STATEMENT FROM THE INDIVIDUAL RESPONSIBLE FOR THE 2017 HALF-YEAR FINANCIAL REPORT
I certify that, to the best of my knowledge, the condensed consolidated interim financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the net equity position, financial position and financial performance of the company and all companies included in the consolidation, and that the half-year business report gives a true and fair view of the significant events that occurred during the first six months of the financial year, their impact on the financial statements, the main transactions carried out between related parties, as well as a description of the major risks and uncertainties for the remaining six months of the financial year.
Cluses, 6 September 2017
Pierre RIBEIRO Group CFO
SOMFY SA 50 AVENUE DU NOUVEAU-MONDE BP 152 - 74307 CLUSES CEDEX – FRANCE TEL.: +33 (0) 4 50 96 70 00 www.somfy-groupe.com
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