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Somfy SA — Interim / Quarterly Report 2021
Sep 8, 2021
1677_ir_2021-09-08_74eeaf61-b516-4871-821d-0190d0ca7f50.pdf
Interim / Quarterly Report
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INVENT A NEW WAY OF LIVING, TOGETHER
CONTENTS
HALF-YEAR BUSINESS REPORT
- Key figures
- Sales growth by customer location
- Change in current operating result
- Change in net profit
- Net financial debt
- Alternative performance measures
- Outlook
- Highlights
- Post-balance sheet event
- Information on risks
STATUTORY AUDITORS' REPORT ON THE 2021 INTERIM FINANCIAL REPORT
- Opinion on the financial statements
- Specific verification
STATEMENT FROM THE INDIVIDUAL RESPONSIBLE FOR THE 2021 HALF-YEAR FINANCIAL REPORT
2021 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
- Consolidated income statement
- Consolidated statement of comprehensive income
- Consolidated cash flow statement
- Consolidated balance sheet – Assets
- Consolidated balance sheet – Equity and liabilities
- Consolidated statement of changes in equity
- Notes to the consolidated financial statements
HALF-YEAR BUSINESS REPORT
- Key figures
- Sales growth by customer location
- Change in current operating result
- Change in net profit
- Net financial debt
- Alternative performance measures
- Outlook
- Highlights
- Post-balance sheet event
- Information on risks
01 2021 HALF-YEAR BUSINESS REPORT
KEY FIGURES
| € millions | 30/06/21 | 30/06/20 | % change |
|---|---|---|---|
| Sales | 805.0 | 568.9 | +41.5% |
| Current operating result | 213.8 | 102.6 | +108.3% |
| Current operating margin | 26.6% | 18.0% | — |
| Consolidated net profit | 183.4 | 80.9 | +126.7% |
| Cash flow | 206.5 | 117.7 | +75.5% |
| Net investments in intangible assets and property, plant and equipment (including IFRS 16) |
35.3 | 29.7 | +19.0% |
| Shareholders' equity | 1,287.0 | 1,044.4 | — |
| Net financial debt* | -517.5 | -325.6 | — |
| Non-current assets | 664.7 | 592.8 | — |
| Workforce at period end | 7,021 | 6,857 | — |
* (-) Net financial surplus.
Founded in France in 1969, and now operating in 58 countries, Somfy is the world leader in window and door automation for homes and buildings.
Pioneer in the connected home, the Group is constantly innovating to guarantee its users comfort, well-being, and security in the home and is fully committed to promoting sustainable development.
For 50 years, Somfy has been using automation to improve living environments and has been committed to creating reliable and sustainable solutions that promote better living and well-being for all.
SALES GROWTH BY CUSTOMER LOCATION
Group sales totalled €805.0 million for the first six months of the financial year, a sharp increase of 41.5% (up 40.8% on a like-for-like basis) compared with the same period in the previous financial year, and up 30.9% compared with the first six months of 2019. They increased 29.0% over the first quarter (up 28.7% on a like-for-like basis), to €375.7 million, and posted significant growth of 54.7% over the second quarter (up 53.4% on a like-for-like basis), to €429.3 million.
This record increase reflects sustained growth in March and April (up 57.8% and 141.5% respectively on a like-for-like basis), which were lockdown months in many of the Group's markets during the previous financial year, and a very buoyant market with delayed consumer spending and the home's consolidated position as a safe investment.
As a result, all geographical areas once again ended the half-year with like-for-like growth of more than 10%. There were exceptional performances in Africa & the Middle East, North America, Latin America and Southern Europe with growth exceeding 50%.
Growth in Eastern and Central Europe was also substantial over the first six months (up 34.3% and 12.7% respectively on a like-for-like basis) despite a high comparison basis, as these two regions held up particularly well during the pandemic in the previous financial year.
As anticipated, the base effect was very favourable in the second quarter, particularly in France (up 71.6% like-for-like), Southern Europe (up 77.8%) and North America (up 85.7%).
Sales by Dooya, an equity-accounted Chinese subsidiary, were €117.7 million for the first six months, a substantial increase of 43.0% in real terms and 43.9% on a like-for-like basis. They grew strongly in China (up 49.5% on a like-for-like basis), a country that was heavily impacted by the health crisis in early 2020, as well as in the rest of the world (up 40.4% on a like-for-like basis).
CHANGE IN CURRENT OPERATING RESULT
Current operating result stood at €213.8 million for the half-year, an exceptional increase of 108.3% year-on-year, and represented 26.6% of sales, up 860 basis points. Restated for the scope and forex impacts, the current operating margin was 27.5%.
Against a backdrop of higher raw materials prices and transport costs, over the half-year the Group benefited from its robust hedging policy which limited their impact. It continued to benefit from a favourable product mix and the renewal of non-recurring savings such as travel expenses. The continuing investments in digital should be noted, as should the upturn in marketing expenditure although it has not returned to its usual level.
CHANGE IN NET PROFIT
The impact of non-recurring items and net financial income was not material. Corporation tax rose automatically given the level of profit.
Consolidated net profit reached a record high at €183.4 million, an increase of 126.7% in relation to the corresponding period last year.
NET FINANCIAL DEBT
Shareholders' equity grew from €1,171.0 to €1,287.0 million over the half-year, and the net financial surplus remained virtually stable at €517.5 million.
The sound financial structure was maintained, thanks in particular to the high level of cash flow which covered the main requirements (change in working capital requirements, investments and dividends).
ALTERNATIVE PERFORMANCE MEASURES
The change N/N-1 on a like-for-like basis, current operating margin and net financial debt are Alternative Performance Measures (APMs), definitions and calculation details of which are included in note 6.3 of the notes to the condensed consolidated interim financial statements.
OUTLOOK
As forecast, summer sales declined in comparison with the same period last year. Ongoing market pressures call for prudence over the coming months, given the supply shortages and delivery delays that could impact the Group.
Nevertheless, the Group's solid fundamentals, driven by the focus on comfort in the home and the energy efficiency of buildings, mean we can anticipate steady growth in sales for the financial year with profitability approaching pre health crisis levels.
Mindful of the satisfaction of its customers, the Group will continue in its efforts to secure supplies and make additional investments to limit the consequences of the crisis context and to support its growth in a very buoyant market.
HIGHLIGHTS
HEALTH CRISIS AND PRESSURE ON PROCUREMENT —
The health context remains challenging due to the recurrence of Covid-19 waves around the world and the emergence of new variants of the virus. Faced with cyclical pressures on the electronic components and raw materials market and with disruption to the supply chain, the Group has structured itself to ensure continuity of service for its customers. Although this disruption has had a marginal effect on results for the first half-year during which business has been sustained, the Group remains cautious regarding the second half.
CHANGE OF GOVERNANCE
—
The Combined General Meeting of 2 June 2021 approved the resolution concerning the change in corporate governance to adopt the form of a Limited Company with a Board of Directors. Following the Annual General Meeting, the newly appointed Board of Directors resolved to separate the functions of Chairman and Chief Executive Officer and made the following appointments:
- Jean Guillaume Despature, Chairman of the Board of Directors;
- Michel Rollier, Vice-Chairman of the Board of Directors;
- Pierre Ribeiro, Chief Executive Officer;
- Valérie Dixmier, Deputy Chief Executive Officer in charge of People, Culture and Organization.
It also created four specialist Committees – Audit and Risk Committee, Appointment and Remuneration Committee, Sustainable Development Committee and Strategy Committee.
ACQUISITION OF RÉPAR'STORES
— The acquisition by Somfy of a majority stake of 60% in the share capital of Répar'stores, a specialist in repair and upgrade services for roller blinds in France, took effect at the start of January 2021 following the lifting of the usual conditions precedent. Répar'stores has since been fully consolidated in Somfy's financial statements. The agreement is accompanied by additional options allowing for the acquisition of Répar'stores' remaining shares at the end of 2026.
The acquisition of Répar'stores is in line with the 10-year strategic plan Ambition 2030 – to consolidate its status as the preferred partner in window and door automation for homes and buildings, while simultaneously securing the necessary resources to capture new market opportunities in the services category and reinforce its commitment to end users. Beyond the operational synergies brought about by this alliance, this combination allows Somfy to strengthen its commitment to sustainable development by investing in the ability to repair roller blinds and in their sustainability.
Roller blind repairs and upgrades is a niche segment with high growth potential due to the size of the installed base (more than 65 million roller blinds estimated in France, almost half of which are not motorised) and its continued growth (driven by both renovation and new builds). To serve this fast-growing market, Répar'stores will be able to leverage Somfy's strong global presence and its network of European subsidiaries.
The purchase price was €34.7 million for 60% of the share capital. The financial impacts of the transaction are detailed in note 4.
Over the first half of 2021, Répar'stores employed 127 people, had approximately 200 franchisees and contributed €17.5 million in sales and €1.6 million to current operating result.
CHANGES TO THE CONSOLIDATION SCOPE
— Apart from the transaction discussed above, there were no material changes to the consolidation scope during the first half of 2021.
CONTINGENT LIABILITIES
— In a decision dated 23 June 2021, the highest Court of Appeal, the Cour de Cassation, dismissed the appeal by staff of the company Spirel in their dispute against Somfy SA, thereby concluding the case brought by the employees before the regional court of Albertville, the Tribunal de Grande Instance. The ruling issued by the Chambéry Court of Appeal on 21 May 2019 is therefore final. It should be noted that the Court of Appeal dismissed the claims of the employees relating to the alleged deliberate bankruptcy of Spirel and the non-material damage caused as a result of anxiety, disappointment and vexation, and their claims for compensation totalling €8.2 million, as well as the requirement for Somfy SA to repay the advance payments made by the Association that underwrites salary debts (AGS – Association de Garantie des Créances Salariales) up to a maximum of €2.9 million sought by the liquidator of Spirel.
The proceedings before the Labour Court of Albertville, dismissed in 2016 and 2018 and involving the employees contesting the grounds for their redundancy and claiming damages of an amount substantially similar to the amount claimed in the proceedings before the regional court are still ongoing.
The Group continues to qualify this risk as a contingent liability and no provision was recognised at 30 June 2021.
On 5 January 2015, Somfy SA transferred its 46.1% direct and indirect equity investment in the share capital of CIAT Group to United Technologies Corporation. On 31 March 2016, United Technologies Corporation submitted a claim to the sellers of the CIAT shares under the liability guarantee. The total amount of this claim is €18.4 million (amount reduced in May 2021), meaning a €8.5 million share for Somfy. The Group considers these requests to be unfounded, and insufficiently detailed and justified. The legal proceeding, brought by UTC in 2017 before the Paris Commercial Court for the liability guarantee action, is still ongoing.
As the proceedings and the documentation provided by UTC currently stand, the Group continues to contest the entirety of UTC's claims 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 2021.
At 30 June 2021, Somfy SA's financial statements include a receivable for deferred settlement in relation to the sale of the CIAT shares for the sum of €6.8 million. In early July 2017, Somfy SA and the other sellers brought an action against UTC before the Paris Commercial Court seeking the fulfilment of the acquisition contract and the settlement of the deferred payments falling due. In this regard, at a hearing in February 2021, the judge hearing applications for interim measures sentenced UTC to pay a provision of €6.6 million (Somfy share being €2.9 million). These proceedings are however still ongoing. Somfy SA remains confident regarding the settlement of these sums and therefore no writedown of these receivables was recognised at 30 June 2021.
POST-BALANCE SHEET EVENT
No significant post-balance sheet event has occurred since 30 June 2021.
INFORMATION ON RISKS
Within a challenging market environment, the Group remains cautious in its assessment of risks related to foreign exchange and the procurement of raw materials and electronic components. The currency and raw material hedging strategy continues to be adapted in line with forecasts and market trends.
The assessment of liquidity and credit risks remains unchanged. Given its cash position of €608.9 million, its €178.0 million in confirmed and undrawn credit facilities at 30 June 2021 and based on its sales and investments forecasts, the Group believes that it will be able to meet its financial obligations as they fall due over the course of the next 12 months with effect from the date of review of the half-year financial statements by the Board of Directors.
2021 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
- Consolidated income statement
- Consolidated statement of comprehensive income
- Consolidated cash flow statement
- Consolidated balance sheet – Assets
- Consolidated balance sheet – Equity and liabilities
- Consolidated statement of changes in equity
- Notes to the consolidated financial statements
CONSOLIDATED INCOME STATEMENT
| € thousands | Notes | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|---|
| Sales | (6.1) | 805,026 | 568,893 |
| Other operating income | 10,125 | 11,271 | |
| Purchases consumed and production stocked | -288,878 | -202,414 | |
| Employee expenses | -203,185 | -178,605 | |
| External expenses | -75,623 | -65,110 | |
| EBITDA | 247,464 | 134,036 | |
| Amortisation and depreciation charges | (7.2) & (7.3) | -30,486 | -28,817 |
| Charges to/reversal of current provisions | -3,168 | -2,482 | |
| Gains and losses on disposal of non-current operating assets | -12 | -114 | |
| CURRENT OPERATING RESULT | 213,799 | 102,623 | |
| Other non-current operating income and expenses | (6.2) | -1,369 | -96 |
| Goodwill impairment | (6.2) & (7.1.1) | — | -736 |
| OPERATING RESULT | 212,429 | 101,792 | |
| – Financial income from investments | 363 | 552 | |
| – Financial expenses related to borrowings | -1,689 | -1,481 | |
| Cost of net financial debt | -1,326 | -929 | |
| Other financial income and expenses | 4,181 | -3,038 | |
| NET FINANCIAL INCOME/(EXPENSE) | (9.1) | 2,855 | -3,967 |
| PROFIT BEFORE TAX | 215,285 | 97,825 | |
| Income tax | (13) | -39,231 | -18,329 |
| Share of net profit/(loss) from associates and joint ventures | (14.1) | 7,388 | 1,414 |
| CONSOLIDATED NET PROFIT | 183,442 | 80,909 | |
| Attributable to Group share | 182,655 | 80,910 | |
| Attributable to Non-controlling interests | 787 | -1 | |
| Basic earnings per share (€) | (8.2) | 5.30 | 2.35 |
| Diluted earnings per share (€) | (8.2) | 5.29 | 2.35 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| € thousands | 30/06/21 | 30/06/20 |
|---|---|---|
| Consolidated net profit | 183,442 | 80,909 |
| Movement in gains and losses on translation of foreign currency | 6,375 | -7,135 |
| Movement in fair value of foreign currency hedges | 600 | 261 |
| Movement in tax on items that may be reclassified to profit or loss | -155 | -67 |
| Items that may be reclassified to profit or loss | 6,820 | -6,941 |
| Revaluation of net liabilities of defined benefit plans | 1,381 | — |
| Movement in tax on items that will not be reclassified to profit or loss | -356 | — |
| Items that will not be reclassified to profit or loss | 1,025 | — |
| Items of other comprehensive income | 7,845 | -6,941 |
| Total comprehensive income for the period | 191,287 | 73,968 |
| Attributable to Group share | 190,500 | 73,969 |
| Attributable to Non-controlling interests | 787 | -1 |
CONSOLIDATED CASH FLOW STATEMENT
| € thousands | Notes | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|---|
| Consolidated net profit | 183,442 | 80,909 | |
| Depreciation, amortisation and impairment loss of assets (excluding current assets) | 27,349 | 27,638 | |
| Charges to/reversals of provisions for liabilities (excluding employee benefits) | 553 | 303 | |
| Unrealised gains and losses related to fair value movements | -458 | -301 | |
| Unrealised foreign exchange gains and losses | -1,630 | 5,828 | |
| Income and expenses related to stock options and employee benefits | 3,284 | 3,460 | |
| Depreciation, amortisation, provisions and other non-cash items | 29,098 | 36,928 | |
| Profit on disposal of assets and others | 10 | 109 | |
| Share of net profit/(loss) from associates and joint ventures | -7,388 | -1,409 | |
| Deferred tax expense | 1,349 | 1,122 | |
| Cash flow | 206,511 | 117,659 | |
| Cost of net financial debt (excluding non-cash items) | 1,326 | 929 | |
| Dividends of non-consolidated companies | -10 | — | |
| Tax expense (excluding deferred tax) | 37,883 | 17,207 | |
| Change in working capital requirements | (10.2) | -78,746 | -38,971 |
| Tax paid | -24,085 | -6,810 | |
| NET CASH FLOW FROM OPERATING ACTIVITIES (A) | 142,878 | 90,013 | |
| Acquisition-related disbursements: | |||
| – Intangible assets and property, plant and equipment | -25,282 | -22,679 | |
| – Non-current financial assets | -252 | -577 | |
| Disposal-related proceeds: | |||
| – Intangible assets and property, plant and equipment | 406 | 193 | |
| Change in current financial assets | 782 | 346 | |
| Acquisition of companies, net of cash acquired | (9.2.2) & (10.3) | -28,381 | -769 |
| Disposal of companies, net of cash disposed | (10.3) | 2,879 | — |
| Dividends paid by non-consolidated companies | 10 | — | |
| Interest received | 218 | 426 | |
| NET CASH FLOW FROM INVESTING ACTIVITIES (B) | -49,620 | -23,061 | |
| Increase in loans | (9.2.2) | 62 | 205 |
| Repayment of borrowings and lease liabilities | (9.2.2) | -10,133 | -7,326 |
| Net increase in shareholders' equity of subsidiaries | 10 | — | |
| Dividends and interim dividends paid* | -63,673 | — | |
| Movement in treasury shares | 75 | -187 | |
| Interest paid | -1,692 | -1,481 | |
| NET CASH FLOW FROM FINANCING AND CAPITAL ACTIVITIES (C) | -75,351 | -8,788 | |
| Impact of changes in foreign exchange rates on cash and cash equivalents (D) | 1,671 | -2,383 | |
| NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D) | 19,577 | 55,781 | |
| CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD | (10.1) | 588,519 | 386,190 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | (10.1) | 608,097 | 441,971 |
* €43 million in dividends for the 2019 financial year was paid on 2 July 2020 due to the postponement of the Annual General Meeting until the end of June 2020.
CONSOLIDATED BALANCE SHEET – ASSETS
| € thousands | Notes | 30/06/21 Net |
31/12/20 Net |
|---|---|---|---|
| Non-current assets | |||
| Goodwill | (7.1.1) | 119,211 | 94,390 |
| Net intangible assets | (7.2) | 63,970 | 45,814 |
| Net property, plant and equipment | (7.3) | 294,927 | 288,257 |
| Investments in associates and joint ventures | (14.1) | 156,634 | 145,471 |
| Financial assets | (9.2.1) | 7,367 | 3,653 |
| Other receivables | (6.6.1) | 3 | 7 |
| Deferred tax assets | 20,576 | 20,809 | |
| Employee benefits | 1,981 | 1,437 | |
| Total Non-current assets | 664,669 | 599,839 | |
| Current assets | |||
| Inventories | (6.4) | 182,456 | 179,993 |
| Trade receivables | (6.5) | 223,806 | 133,063 |
| Other receivables | (6.6.2) | 25,445 | 29,397 |
| Current tax assets | 3,274 | 9,522 | |
| Financial assets | (9.2.1) | 457 | 406 |
| Derivative instruments - assets | 701 | 657 | |
| Cash and cash equivalents | 608,922 | 588,925 | |
| Total Current assets | 1,045,060 | 941,963 | |
| TOTAL ASSETS | 1,709,729 | 1,541,802 |
CONSOLIDATED BALANCE SHEET – EQUITY AND LIABILITIES
| € thousands | Notes | 30/06/21 | 31/12/20 |
|---|---|---|---|
| Shareholders' equity | |||
| Share capital | 7,400 | 7,400 | |
| Share premium | 1,866 | 1,866 | |
| Reserves | 1,094,807 | 948,646 | |
| Net profit for the period | 182,655 | 213,008 | |
| Group share | 1,286,728 | 1,170,919 | |
| Non-controlling interests | 269 | 49 | |
| Total Shareholders' equity | 1,286,997 | 1,170,968 | |
| Non-current liabilities | |||
| Non-current provisions | (11.1.1) | 10,227 | 9,645 |
| Other financial liabilities | (9.2.2) | 69,344 | 40,531 |
| Other liabilities | 1,136 | 1,082 | |
| Employee benefits | 32,240 | 32,573 | |
| Deferred tax liabilities | 20,403 | 14,651 | |
| Total Non-current liabilities | 133,352 | 98,482 | |
| Current liabilities | |||
| Current provisions | (11.1.2) | 15,225 | 11,199 |
| Other financial liabilities | (9.2.2) | 25,701 | 30,817 |
| Trade payables | 120,432 | 112,209 | |
| Other liabilities | 110,317 | 107,748 | |
| Tax liabilities | 17,706 | 9,825 | |
| Derivative instruments - liabilities | — | 554 | |
| Total Current liabilities | 289,381 | 272,352 | |
| TOTAL EQUITY AND LIABILITIES | 1,709,729 | 1,541,802 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| € thousands | Share capital* |
Share premium |
Reserves | Total shareholders' equity |
Non controlling interests |
Total equity (Group share) |
|---|---|---|---|---|---|---|
| AT 31 DECEMBER 2020 | 7,400 | 1,866 | 1,161,702 | 1,170,968 | 49 | 1,170,919 |
| Net profit for the period | — | — | 183,442 | 183,442 | 111 | 183,331 |
| Items of other comprehensive income |
— | — | 7,845 | 7,845 | 676 | 7,169 |
| Total comprehensive income for the period |
— | — | 191,287 | 191,287 | 787 | 190,500 |
| Treasury share transactions | — | — | 1,053 | 1,053 | — | 1,053 |
| Dividends | — | — | -63,716 | -63,716 | -105 | -63,611 |
| Changes to the consolidation scope** |
— | — | -11,227 | -11,227 | 206 | -11,433 |
| Other movements*** | — | — | -1,368 | -1,368 | -668 | -700 |
| AT 30 JUNE 2021 | 7,400 | 1,866 | 1,277,731 | 1,286,997 | 269 | 1,286,728 |
| AT 31 DECEMBER 2019 | 7,400 | 1,866 | 1,003,583 | 1,012,849 | 74 | 1,012,775 |
|---|---|---|---|---|---|---|
| Net profit for the period | — | — | 80,909 | 80,909 | 2 | 80,907 |
| Items of other comprehensive income |
— | — | -6,941 | -6,941 | -3 | -6,938 |
| Total comprehensive income for the period |
— | — | 73,968 | 73,968 | -1 | 73,969 |
| Treasury share transactions | — | — | 901 | 901 | — | 901 |
| Dividends | — | — | -42,976 | -42,976 | — | -42,976 |
| Other movements*** | — | — | -296 | -296 | — | -296 |
| AT 30 JUNE 2020 | 7,400 | 1,866 | 1,035,180 | 1,044,446 | 73 | 1,044,374 |
* Share capital comprises 37,000,000 shares with a par value of €0.20 each.
** The change to the consolidation scope primarily includes the impact related to the Répar'stores put option.
***Other movements include exchange rate differences on transactions involving the share capital, as well as liabilities and subsequent changes in liabilities corresponding to put options granted to holders of non-controlling interests. This item also includes the reclassification in "Equity - Group share" of the portion of comprehensive income attributable to non-controlling interests covered by a put option.
The liability that corresponds to put options granted to holders of non-controlling interests is recognised in consideration for the non-controlling interests that are the subject of the put option, and for Group Equity, where the balance is concerned. The subsequent changes to liabilities are recognised under "Equity - Group share".
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 15 | NOTE 1 | HIGHLIGHTS |
|---|---|---|
| 15 | Note 1.1 | Health crisis and pressure on procurement |
| 15 | Note 1.2 | Change of governance |
| 15 | Note 1.3 | Acquisition of Répar'stores |
| 15 | Note 1.4 | Changes to the consolidation scope |
| 15 | Note 1.5 | Contingent liabilities |
| 16 | NOTE 2 | POST BALANCE-SHEET EVENT |
| 16 | NOTE 3 | ACCOUNTING RULES |
| AND METHODS | ||
| 16 | Note 3.1 | Compliance with accounting standards |
| 16 | Note 3.2 | Judgements and estimates |
| 16 | Note 3.3 | New applicable standards and interpretations |
| 17 | Note 3.4 | Seasonality |
| 17 | NOTE 4 | ACQUISITION OF RÉPAR'STORES |
| 18 | NOTE 5 | SEGMENT REPORTING |
| 19 | NOTE 6 | PERFORMANCE-RELATED DATA |
| 19 | Note 6.1 | Sales by customer location |
| 19 | Note 6.2 | Other non-current operating income and expenses |
| 19 | Note 6.3 | Alternative performance measures |
| 20 | Note 6.4 | Inventories |
| 20 | Note 6.5 | Trade receivables |
| 20 | Note 6.6 | Other non-current and current receivables |
| 21 | NOTE 7 | INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT |
| 21 | Note 7.1 | Goodwill and impairment test |
Note 7.2 Other intangible assets
Note 7.3 Property, plant and equipment
NOTE 8 DIVIDENDS AND EARNINGS PER SHARE
| 23 | Note 8.1 | Dividends |
|---|---|---|
| 23 | Note 8.2 | Earnings per share |
NOTE 924 FINANCIAL ITEMS
- Note 9.1 Net financial income/(expense)
- Note 9.2 Financial assets and liabilities
NOTE 10 ANALYSIS OF CASH FLOW STATEMENT
- Note 10.1 Cash and cash equivalents Note 10.2 Change in working capital requirements
- Note 10.3 Business acquisitions and disposals net of cash acquired or disposed of
NOTE 11 PROVISIONS AND CONTINGENT LIABILITIES
- Note 11.1 Provisions
- Note 11.2 Contingent liabilities
- NOTE 12 WORKFORCE
- NOTE 13 INCOME TAX
NOTE 14 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES AND RELATED PARTIES
- Note 14.1 Investments in associates and joint ventures
- Note 14.2 Related-party disclosures
- NOTE 15 LIST OF CONSOLIDATED ENTITIES
Somfy SA is a French limited company (société anonyme) governed by a Board of Directors and listed on Euronext Paris (Compartment A, ISIN Code: FR0013199916). Founded in France in 1969, and now operating in 58 countries, Somfy is the world leader in window and door automation for homes and buildings. Pioneer in the connected home, the Group is constantly innovating to guarantee its users comfort, well-being, and security in the home and is fully committed to promoting sustainable development. For 50 years, Somfy has been using automation to improve living environments and has been committed to creating reliable and sustainable solutions that promote better living and well-being for all. The registered office is located at 50, avenue du Nouveau Monde 74300 Cluses (Haute-Savoie, France). Its main establishment is in Cluses.
Somfy SA is a 52.65%-owned subsidiary of the French company J.P.J.S.
The Group's condensed consolidated IFRS financial statements for the half-year ended 30 June 2021 were approved by the Board of Directors on 8 September 2021. Total assets were €1,709,729 thousand and consolidated net profit €183,442 thousand (Group share: €182,655 thousand).
NOTE 1 HIGHLIGHTS
—
NOTE 1.1 HEALTH CRISIS AND PRESSURE ON PROCUREMENT
The health context remains challenging due to the recurrence of Covid-19 waves around the world and the emergence of new variants of the virus. Faced with cyclical pressures on the electronic components and raw materials market and with disruption to the supply chain, the Group has structured itself to ensure continuity of service for its customers. Although this disruption has had a marginal effect on results for the first half-year during which business has been sustained, the Group remains cautious regarding the second half.
NOTE 1.2 CHANGE OF GOVERNANCE
The Combined General Meeting of 2 June 2021 approved the resolution concerning the change in corporate governance to adopt the form of a Limited Company with a Board of Directors. Following the Annual General Meeting, the newly appointed Board of Directors resolved to separate the functions of Chairman and Chief Executive Officer and made the following appointments:
- Jean Guillaume Despature, Chairman of the Board of Directors;
- Michel Rollier, Vice-Chairman of the Board of Directors;
- Pierre Ribeiro, Chief Executive Officer;
- Valérie Dixmier, Deputy Chief Executive Officer in charge of People, Culture and Organization.
It also created four specialist Committees – Audit and Risk Committee, Appointment and Remuneration Committee, Sustainable Development Committee and Strategy Committee.
NOTE 1.3 ACQUISITION OF RÉPAR'STORES
The acquisition by Somfy of a majority stake of 60% in the share capital of Répar'stores, a specialist in repair and upgrade services for roller blinds in France, took effect at the start of January 2021 following the lifting of the usual conditions precedent. Répar'stores has since been fully consolidated in Somfy's financial statements. The agreement is accompanied by additional options allowing for the acquisition of Répar'stores' remaining shares at the end of 2026.
The acquisition of Répar'stores is in line with the 10-year strategic plan Ambition 2030 – to consolidate its status as the preferred partner in window and door automation for homes and buildings, while simultaneously securing the necessary resources to capture new market opportunities in the services category and reinforce its commitment to end users. Beyond the operational synergies brought about by this alliance, this combination allows Somfy to strengthen its commitment to sustainable development by investing in the ability to repair roller blinds and in their sustainability.
Roller blind repairs and upgrades is a niche segment with high growth potential due to the size of the installed base (more than 65 million roller blinds estimated in France, almost half of which are not motorised) and its continued growth (driven by both renovation and new builds). To serve this fast-growing market, Répar'stores will be able to leverage Somfy's strong global presence and its network of European subsidiaries.
The purchase price was €34.7 million for 60% of the share capital. The financial impacts of the transaction are detailed in note 4.
Over the first half of 2021, Répar'stores employed 127 people, had approximately 200 franchisees and contributed €17.5 million in sales and €1.6 million to current operating result.
NOTE 1.4 CHANGES TO THE CONSOLIDATION SCOPE
Apart from the transaction discussed above, there were no material changes to the consolidation scope during the first half of 2021.
NOTE 1.5 CONTINGENT LIABILITIES
In a decision dated 23 June 2021, the highest Court of Appeal, the Cour de Cassation, dismissed the appeal by staff of the company Spirel in their dispute against Somfy SA, thereby concluding the case brought by the employees before the regional court of Albertville, the Tribunal de Grande Instance. The ruling issued by the Chambéry Court of Appeal on 21 May 2019 is therefore final. It should be noted that the Court of Appeal dismissed the claims of the employees relating to the alleged deliberate bankruptcy of Spirel and the non-material damage caused as a result of anxiety, disappointment and vexation, and their claims for compensation totalling €8.2 million, as well as the requirement for Somfy SA to repay the advance payments made by the Association that underwrites salary debts (AGS – Association de Garantie des Créances Salariales) up to a maximum of €2.9 million sought by the liquidator of Spirel.
The proceedings before the Labour Court of Albertville, dismissed in 2016 and 2018 and involving the employees contesting the grounds for their redundancy and claiming damages of an amount substantially similar to the amount claimed in the proceedings before the regional court are still ongoing.
The Group continues to qualify this risk as a contingent liability and no provision was recognised at 30 June 2021.
On 5 January 2015, Somfy SA transferred its 46.1% direct and indirect equity investment in the share capital of CIAT Group to United Technologies Corporation. On 31 March 2016, United Technologies Corporation submitted a claim to the sellers of the CIAT shares under the liability guarantee. The total amount of this claim is €18.4 million (amount reduced in May 2021), meaning a €8.5 million share for Somfy. The Group considers these requests to be unfounded, and insufficiently detailed and justified. The legal proceeding, brought by UTC in 2017 before the Paris Commercial Court for the liability guarantee action, is still ongoing.
As the proceedings and the documentation provided by UTC currently stand, the Group continues to contest the entirety of UTC's claims 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 2021.
At 30 June 2021, Somfy SA's financial statements include a receivable for deferred settlement in relation to the sale of the CIAT shares for the sum of €6.8 million. In early July 2017, Somfy SA and the other sellers brought an action against UTC before the Paris Commercial Court seeking the fulfilment of the acquisition contract and the settlement of the deferred payments falling due. In this regard, at a hearing in February 2021, the judge hearing applications for interim measures sentenced UTC to pay a provision of €6.6 million (Somfy share being €2.9 million). These proceedings are however still ongoing. Somfy SA remains confident regarding the settlement of these sums and therefore no writedown of these receivables was recognised at 30 June 2021.
NOTE 2 POST BALANCE-SHEET EVENT
—
— No significant post-balance sheet event has occurred since 30 June 2021.
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 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 2021.
These standards are available on the IASB website at https://www.ifrs.org/issued-standards/.
The accounting rules and methods applied when preparing the condensed consolidated interim financial statements are consistent with those used when preparing the consolidated annual financial statements for the year ended 31 December 2020, with the exception of IFRS and associated amendments and interpretations as adopted by the European Union and the IASB, adoption of which is mandatory for financial years beginning on or after 1 January 2021, and which the Group had not opted to adopt early (see note 3.3.1).
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 2020.
The Group's consolidated financial statements for the year ended 31 December 2020 are available on 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 judgements, estimates and assumptions liable to affect the values of assets, liabilities, and income and expense items in the financial statements, and information provided in certain notes to the financial statements. Due to the inherently uncertain nature of the assumptions, actual results may differ from 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 condensed consolidated interim financial statements, the main judgements made and the main assumptions (described in the 2020 annual financial statements) used by Management have been updated based on the latest indicators available.
At 30 June, the 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 or after 1 January 2021
The Group has applied the following standards, amendments and interpretations as of 1 January 2021:
| Standards | Content | Application date |
|---|---|---|
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 |
IBOR Reform – Phase 2 | Applicable from 1 January 2021 |
This new standard had no material impact on the Group's results and financial position.
The Group is in the process of analysing the impact of IFRS Interpretation Committee agenda decisions on the allocation of service costs (IAS 19) and the recognition of configuration and customisation costs in a cloud computing arrangement (IAS 38). Market analysis is currently in progress. Accordingly, it is still too early to establish the impacts of these decisions, which will be determined before the next accounting year-end.
Note 3.3.2 Standards and interpretations whose application is not yet mandatory
| Standards | Content | Application date |
|---|---|---|
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-Current |
Applicable from 1 January 2023 according to the IASB, not yet approved by the EU |
| Amendments to IAS 1 | Disclosure of Accounting Policies | Applicable from 1 January 2023 according to the IASB, not yet approved by the EU |
| Amendments to IAS 8 | Definition of Accounting Estimates | Applicable from 1 January 2023 according to the IASB, not yet approved by the EU |
| Amendments to IAS 12 | Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
Applicable from 1 January 2023 according to the IASB, not yet approved by the EU |
| Amendments to IAS 16 | Proceeds before Intended Use | Applicable from 1 January 2022 according to the IASB |
| Amendments to IAS 37 | Cost of Fulfilling a Contract | Applicable from 1 January 2022 according to the IASB |
| Amendments to IFRS 3 | Reference to the Conceptual Framework | Applicable from 1 January 2022 according to the IASB |
| Amendments to IFRS 16 | Covid-19-Related Rent Concessions beyond 30 June 2021 |
Applicable from 1 April 2021 according to the IASB |
| Annual improvements to IFRS | 2018-2020 cycle (IFRS 1, IFRS 9, IFRS 16, IAS 41) |
Applicable from 1 January 2022 according to the IASB |
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: https://www.ifrs.org.
NOTE 3.4 SEASONALITY
The Group generally sees seasonal variations in its activities which could affect, from one half-year to another, the level of sales. As such, interim results are not necessarily indicative of the results that may be expected for the year as a whole. More than half of Somfy's sales are usually generated in the first half of the year. However, the 2020 financial year was disrupted by the health crisis and seasonality effects are more difficult to measure.
NOTE 4 ACQUISITION OF RÉPAR'STORES
— The financial impact of the acquisition of Répar'stores is broken down as follows:
| € thousands | Fair value recognised at the acquisition date |
|---|---|
| Goodwill | 24,813 |
| Other non-current assets | 19,125 |
| – o/w Allocated intangible assets (brand, customer base and software) | 17,071 |
| Current assets | 10,477 |
| – o/w Inventories | 1,875 |
| – o/w Trade receivables | 977 |
| – o/w Cash and cash equivalents | 7,212 |
| Non-current liabilities excluding put option-related liability | -5,027 |
| – o/w Deferred tax liabilities | -4,342 |
| Current liabilities | -7,790 |
| – o/w Financial liabilities | -3,638 |
| Put option-related liability | -17,976 |
| Impact of the put option on shareholders' equity | 11,363 |
| Shareholders' equity of residual minority interests | -252 |
| Purchase price paid | 34,732 |
| Cash acquired | -7,235 |
| ACQUISITION-RELATED CASH FLOW NET OF CASH ACQUIRED | 27,497 |
(+) cash outflow.
In accordance with IFRS 3, the purchase price of Répar'stores has been allocated on a provisional basis in the 2021 interim financial statements. Goodwill on acquisition, calculated on the percentage interest acquired (i.e. using the partial goodwill method), came to €24.8 million after recognising assets and liabilities at fair value, mainly consisting of a customer base measured at €15.5 million amortisable over 15 years.
NOTE 5 SEGMENT REPORTING
— Somfy includes the companies whose activities correspond to the business lines "Exterior", "Window Fashion", "Access and Security", "Controls and Sensors" and "Connected Services", and is structured around 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 being monitored are:
– North & West (Central Europe, Northern Europe, North America and Latin America);
– South & East (France, Southern Europe, Africa & the Middle East, Eastern Europe and Asia-Pacific).
AT 30 JUNE 2021
| € thousands | North & West | South & East | Intra-regional eliminations |
Consolidated |
|---|---|---|---|---|
| Segment sales | 321,385 | 659,534 | -175,893 | 805,026 |
| Intra-segment sales | -1,345 | -174,548 | 175,893 | — |
| Segment sales – Contribution to sales | 320,040 | 484,986 | — | 805,026 |
| Segment current operating result | 51,020 | 162,779 | — | 213,799 |
| Share of net profit/(loss) from associates and joint ventures | — | 7,388 | — | 7,388 |
| Cash flow | 41,642 | 164,869 | — | 206,511 |
| Net investments in intangible assets & property, plant and equipment (including IFRS 16) |
4,517 | 30,761 | — | 35,278 |
| Goodwill | 2,728 | 116,483 | — | 119,211 |
| Net intangible assets and PPE | 37,662 | 321,234 | — | 358,897 |
| Investments in associates and joint ventures | — | 156,634 | — | 156,634 |
AT 30 JUNE 2020
| € thousands | North & West | South & East | Intra-regional eliminations |
Consolidated |
|---|---|---|---|---|
| Segment sales | 251,166 | 462,151 | -144,424 | 568,893 |
| Intra-segment sales | -899 | -143,525 | 144,424 | — |
| Segment sales – Contribution to sales | 250,267 | 318,626 | — | 568,893 |
| Segment current operating result | 33,705 | 68,918 | — | 102,623 |
| Share of net profit/(loss) from associates and joint ventures | — | 1,414 | — | 1,414 |
| Cash flow | 28,415 | 89,244 | — | 117,659 |
| Net investments in intangible assets & property, plant and equipment (including IFRS 16) |
2,664 | 26,993 | — | 29,657 |
| Goodwill | 2,572 | 91,910 | — | 94,482 |
| Net intangible assets and PPE | 39,266 | 293,830 | — | 333,096 |
| Investments in associates and joint ventures | — | 136,988 | — | 136,988 |
NOTE 6 PERFORMANCE-RELATED DATA
— NOTE 6.1 SALES BY CUSTOMER LOCATION
This presentation by customer location is supplemented by our segment reporting pursuant to IFRS 8, which is based on the geographic regions in which our assets are based, namely the North & West region and the South & East region.
| 30/06/21 6 months |
30/06/20 6 months |
Change N/N-1 | Change N/N-1 on a like-for-like |
|
|---|---|---|---|---|
| € thousands | basis | |||
| Central Europe | 142,601 | 126,885 | 12.4% | 12.7% |
| of which Germany | 116,259 | 103,194 | 12.7% | 12.7% |
| Northern Europe | 104,563 | 70,412 | 48.5% | 47.3% |
| North America | 71,756 | 49,393 | 45.3% | 57.4% |
| Latin America | 11,063 | 8,168 | 35.4% | 53.2% |
| NORTH & WEST | 329,982 | 254,859 | 29.5% | 32.2% |
| France | 237,573 | 148,074 | 60.4% | 48.6% |
| Southern Europe | 77,283 | 50,662 | 52.5% | 52.8% |
| Africa & the Middle East | 44,582 | 26,726 | 66.8% | 82.7% |
| Eastern Europe | 77,587 | 59,079 | 31.3% | 34.3% |
| Asia-Pacific | 38,019 | 29,493 | 28.9% | 29.6% |
| SOUTH & EAST | 475,044 | 314,034 | 51.3% | 47.7% |
| TOTAL SALES | 805,026 | 568,893 | 41.5% | 40.8% |
NOTE 6.2 OTHER NON-CURRENT OPERATING INCOME AND EXPENSES
| € thousands | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Charge to/reversal of non-current provisions | -128 | 277 |
| Other non-recurring items | -1,242 | -379 |
| – Non-current income | 5 | 275 |
| – Non-current expenses | -1,247 | -653 |
| Net gain/(loss) on disposal of non-current assets | 2 | 6 |
| OTHER NON-CURRENT OPERATING INCOME AND EXPENSES | -1,369 | -96 |
| GOODWILL IMPAIRMENT | — | -736 |
At 30 June 2021, other non-current operating income and expenses mainly consisted of €0.5 million in restructuring costs associated with the closure of small distribution entities.
At 30 June 2020, the revision of the iHome business plan had led to the recognition of goodwill impairment of €0.7 million.
NOTE 6.3 ALTERNATIVE PERFORMANCE MEASURES
Note 6.3.1 Change N/N-1 on a like-for-like basis
The change N/N-1 on a like-for-like basis is calculated by applying the N-1 accounting and consolidation methods and exchange rates to the periods compared and using the N-1 scope for both financial years.
The change N/N-1 at actual accounting methods, exchange rates and consolidation scope – or change in real terms – corresponds to the change based on actual accounting and consolidation methods, exchange rates and consolidation scope.
| At 30/06/21 | Sales | Current operating result |
|---|---|---|
| CHANGE N/N-1 ON A LIKE-FOR-LIKE BASIS | 40.8% | 114.4% |
| Forex impact | -2.4% | -7.6% |
| Scope impact | 3.1% | 1.5% |
| Change in accounting method impact | — | — |
| CHANGE N/N-1 AT ACTUAL ACCOUNTING METHODS, EXCHANGE RATES AND CONSOLIDATION SCOPE |
41.5% | 108.3% |
Note 6.3.2 Current operating margin
Current operating margin corresponds to current operating result as a proportion of sales (COR/Sales). It is an interesting performance indicator as it reflects operating profitability.
| € thousands | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Current operating result | 213,799 | 102,623 |
| Sales | 805,026 | 568,893 |
| CURRENT OPERATING MARGIN | 26.6% | 18.0% |
Note 6.3.3 Net financial debt
The net financial debt corresponds to the difference between financial assets and financial liabilities. It notably takes into account unlisted bonds receivable, issued by certain companies in which shares are held or related entities, earnout 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. Details of the calculation of the net financial debt are provided in note 9.2.3.
NOTE 6.4 INVENTORIES
| € thousands | 30/06/21 | 31/12/20 |
|---|---|---|
| Gross values | ||
| Raw materials and other supplies | 60,574 | 54,065 |
| Finished goods and merchandise | 134,579 | 139,390 |
| Total | 195,153 | 193,455 |
| Provisions | -12,697 | -13,462 |
| NET VALUES | 182,456 | 179,993 |
| € thousands | Value 31/12/20 |
Net charges | Exchange rate movements |
Changes in consolidation scope and method |
Value 30/06/21 |
|---|---|---|---|---|---|
| Inventory provisions | -13,462 | 970 | -136 | -69 | -12,697 |
NOTE 6.5 TRADE RECEIVABLES
The €90.7 million increase in trade receivables relative to the position at end December 2020 was mainly due to sales growth between the fourth quarter of 2020 and the second quarter of 2021 (with sales up €109.4 million over the period). The Group did not see any unusually late payments as a result of the health crisis.
NOTE 6.6 OTHER NON-CURRENT AND CURRENT RECEIVABLES
Note 6.6.1 Other non-current receivables
Other non-current receivables are not material.
Note 6.6.2 Other current receivables
| € thousands | 30/06/21 | 31/12/20 |
|---|---|---|
| Gross values | ||
| Receivables from employees | 567 | 569 |
| Other taxes (including VAT) | 4,962 | 10,434 |
| Prepaid expenses | 11,859 | 7,077 |
| Other receivables | 8,058 | 11,317 |
| TOTAL | 25,445 | 29,397 |
"Other receivables" notably include current receivables on the disposal of CIAT totalling €6.8 million at 30 June 2021 and €9.7 million at 31 December 2020. This reduction is the result of a €2.9 million partial payment following a court ruling (see "Highlights").
NOTE 7 INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
— NOTE 7.1 GOODWILL AND IMPAIRMENT TEST
Note 7.1.1 Goodwill
| € thousands | Value |
|---|---|
| At 1 January 2021 | 94,390 |
| Impact of changes in consolidation scope and method | 24,813 |
| Impact of changes in foreign exchange rates | 8 |
| Charge for impairment | — |
| AT 30 JUNE 2021 | 119,211 |
The impact of changes in consolidation scope is linked to the acquisition of Répar'stores (see note 4).
Note 7.1.2 Impairment test
At 30 June 2021, as part of its review of significant intangible assets, the Group did not identify any indications of impairment that would require impairment testing.
NOTE 7.2 OTHER INTANGIBLE ASSETS
| Allocated intangible assets |
Development costs |
Patents and brands |
Software | Other intangible assets |
In progress and advance |
Total | |
|---|---|---|---|---|---|---|---|
| € thousands | payments | ||||||
| Gross value at 1 January 2021 | 9,679 | 35,971 | 4,149 | 59,686 | 2,519 | 19,499 | 131,503 |
| Acquisitions | — | 515 | 38 | 472 | 3 | 5,696 | 6,724 |
| Disposals | — | -153 | -15 | -18 | — | — | -186 |
| Impact of changes in foreign exchange rates |
6 | 4 | 2 | 53 | — | — | 65 |
| Impact of changes in consolidation scope and method |
17,071 | 1 | 406 | — | 306 | 18 | 17,802 |
| Other movements | — | 3,755 | — | 13,026 | — | -16,781 | — |
| AT 30 JUNE 2021 | 26,756 | 40,092 | 4,581 | 73,219 | 2,828 | 8,431 | 155,908 |
| Accumulated amortisation at 1 January 2021 |
-8,859 | -22,855 | -3,915 | -48,412 | -1,648 | — | -85,690 |
| Amortisation charge for the period | -1,025 | -1,972 | -198 | -2,545 | -61 | — | -5,801 |
| Disposals | — | — | 6 | 15 | — | — | 21 |
| Impact of changes in foreign exchange rates |
-5 | -4 | 1 | -40 | — | — | -49 |
| Impact of changes in consolidation scope and method |
— | -1 | -406 | — | -13 | — | -420 |
| Other movements | — | — | 7 | -16 | 9 | — | — |
| AT 30 JUNE 2021 | -9,890 | -24,832 | -4,506 | -50,998 | -1,713 | — | -91,938 |
| NET VALUE AT 30 JUNE 2021 | 16,867 | 15,261 | 75 | 22,221 | 1,115 | 8,431* | 63,970 |
* Including €5.0 million in development expenses in progress.
The impact of changes in consolidation scope is linked to the acquisition of Répar'stores, mainly resulting in the recognition of a customer base measured at €15.5 million.
NOTE 7.3 PROPERTY, PLANT AND EQUIPMENT
| Land Buildings | Right-of use Land and buildings |
Plant, machinery and tools |
Right-of use Plant, machinery and tools |
Other property, plant and equipment |
Right-of use Other property, plant and |
In progress and advance payments |
Total | ||
|---|---|---|---|---|---|---|---|---|---|
| € thousands | equipment | ||||||||
| Gross value at 1 January 2021 |
16,908 | 165,103 | 63,047 | 302,106 | 1,190 | 66,441 | 13,497 | 21,953 | 650,246 |
| New right-of-use assets | — | — | 8,763 | — | 129 | — | 2,323 | — | 11,215 |
| Acquisitions | 2 | 185 | — | 3,003 | — | 1,755 | 14,010 | 18,956 | |
| Disposals | — | -256 | -2,103 | -3,792 | -47 | -1,096 | -1,271 | — | -8,566 |
| Impact of changes in foreign exchange rates |
42 | 128 | 588 | 671 | — | 367 | 47 | 57 | 1,900 |
| Impact of changes in consolidation scope and method |
— | — | 622 | 300 | 15 | 959 | 308 | — | 2,204 |
| Other movements | 2 | 784 | — | 6,558 | -43 | 1,623 | 43 | -8,968 | — |
| AT 30 JUNE 2021 | 16,955 | 165,944 | 70,917 | 308,847 | 1,244 | 70,048 | 14,948 | 27,052 | 675,955 |
| Accumulated depreciation at 1 January 2021 |
-1,414 | -91,746 | -16,951 | -197,020 | -446 | -47,961 | -6,451 | — -361,989 | |
| Depreciation charge for the period |
-124 | -2,993 | -4,665 | -11,092 | -132 | -3,429 | -2,281 | — | -24,716 |
| Disposals | — | 250 | 1,338 | 3,663 | 47 | 984 | 1,219 | — | 7,502 |
| Impact of changes in foreign exchange rates |
-9 | 21 | -197 | -433 | — | -234 | -31 | — | -883 |
| Impact of changes in consolidation scope and method |
— | -56 | — | -257 | — | -626 | -1 | — | -941 |
| Other movements | — | -310 | 310 | — | 13 | -3 | -10 | — | — |
| AT 30 JUNE 2021 | -1,547 | -94,833 | -20,165 | -205,140 | -518 | -51,270 | -7,555 | — -381,028 | |
| NET VALUE AT 30 JUNE 2021 |
15,408 | 71,110 | 50,753 | 103,707 | 726 | 18,778 | 7,393 | 27,052 | 294,927 |
The impact of changes in consolidation scope is linked to the acquisition of Répar'stores.
At 30 June 2021, uncapitalised lease expenses relating to services and short-term or low-value leases are broken down as follows: €0.5 million in respect of property lease expenses, €0.7 million in respect of vehicle lease expenses and €0.5 million in respect of other lease expenses.
Covid-19-related rent concessions were not material. They are recognised in the income statement as a negative variable rent in accordance with the amendment to IFRS 16.
NOTE 8 DIVIDENDS AND EARNINGS PER SHARE
— NOTE 8.1 DIVIDENDS
The gross dividend proposed at the AGM of 2 June 2021 called to approve the 2020 financial statements was €1.85. It was paid on 10 June 2021.
NOTE 8.2 EARNINGS PER SHARE
| Basic earnings per share | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Net profit – Group share (€ thousands) | 182,655 | 80,910 |
| Total number of shares (1) | 37,000,000 | 37,000,000 |
| Treasury shares* (2) | 2,561,322 | 2,618,989 |
| Number of shares used in calculation (1)-(2) | 34,438,678 | 34,381,011 |
| BASIC EARNINGS PER SHARE (€) | 5.30 | 2.35 |
* Representing all treasury shares held by Somfy SA.
| Diluted earnings per share | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Net profit – Group share (€ thousands) | 182,655 | 80,910 |
| Total number of shares (1) | 37,000,000 | 37,000,000 |
| Treasury shares** (2) | 2,499,786 | 2,551,347 |
| Number of shares used in calculation (1)-(2) | 34,500,214 | 34,448,653 |
| DILUTED EARNINGS PER SHARE (€) | 5.29 | 2.35 |
** Free shares are excluded.
Diluted earnings per share take into account shares allocated free of charge in determining the "number of shares used in calculation".
NOTE 9 FINANCIAL ITEMS
— NOTE 9.1 NET FINANCIAL INCOME/(EXPENSE)
| € thousands | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Cost of net financial debt | -1,326 | -929 |
| – Financial income from investments | 363 | 552 |
| – Financial expenses related to borrowings | -1,689 | -1,481 |
| ● Of which financial charges related to IFRS 16 | -434 | -496 |
| Effect of foreign currency translation | 1,076 | -4,883 |
| Other | 3,105 | 1,845 |
| NET FINANCIAL INCOME/(EXPENSE) | 2,855 | -3,967 |
Net financial income was €2.9 million for the six months to 30 June 2021, compared with an expense of €4.0 million for the period ended 30 June 2020. The increase was mainly due to more favourable unrealised exchange rate effects on foreign currency receivables and payables (BRL in particular, which deteriorated significantly in 2020), and by a higher reversal of the provision on Garen's financial assets (€3.2 million in 2021 compared with €1.9 million in 2020).
NOTE 9.2 FINANCIAL ASSETS AND LIABILITIES
Note 9.2.1 Financial assets
| € thousands | Equity investments |
Loans | Deposits and guarantees |
Other | Current and non-current financial assets |
Realisable within 1 year |
Non-current financial assets |
|---|---|---|---|---|---|---|---|
| At 1 January 2021 | 1,929 | 142 | 1,986 | 3 | 4,060 | 406 | 3,653 |
| Increase | 50 | — | 202 | — | 252 | — | 252 |
| Decrease | — | -733 | -46 | -3 | -782 | -782 | — |
| Net change in impairment | — | 3,168 | — | — | 3,168 | — | 3,168 |
| Impact of changes in foreign exchange rates |
— | 817 | — | — | 817 | 6 | 812 |
| Impact of changes in consolidation scope and method |
— | — | 81 | 81 | 162 | — | 162 |
| Fair value recognised in items of other comprehensive income |
— | — | — | — | — | — | — |
| Other movements | — | 146 | 1 | — | 147 | 827 | -680 |
| AT 30 JUNE 2021 | 1,979 | 3,540 | 2,223 | 80 | 7,823 | 457 | 7,367 |
| Non-current financial assets | 1,979 | 3,479 | 1,830 | 78 | 7,367 | — | — |
| Current financial assets | — | 61 | 393 | 3 | 457 | — | — |
The impact of changes in consolidation scope is linked to the acquisition of Répar'stores.
Financial assets realisable within one year mainly comprise short-term deposits.
| € thousands | Borrowings from credit institutions |
Lease liabilities |
Other borrowings and financial liabilities |
Total liabilities from financing activities |
Bank overdrafts |
Current and non-current financial liabilities |
Due within 1 year |
Non-current financial liabilities |
|---|---|---|---|---|---|---|---|---|
| At 1 January 2021 | 599 | 50,792 | 19,551 | 70,942 | 405 | 71,348 | 30,817 | 40,531 |
| Increase in loans | — | — | 62 | 62 | 1,014 | 1,076 | 1,076 | — |
| Repayment of borrowings and lease liabilities |
-2,699 | -7,121 | -313 | -10,133 | — | -10,133 | -10,132 | -1 |
| Other movements related to business acquisitions |
— | — | -769 | -769 | — | -769 | -769 | — |
| Total cash movements | -2,699 | -7,121 | -1,019 | -10,839 | 1,014 | -9,826 | -9,825 | -1 |
| Impact of the revaluation of put options |
— | — | 1,038 | 1,038 | — | 1,038 | — | 1,038 |
| Impact of changes in foreign exchange rates |
— | 473 | 31 | 504 | -572 | -67 | -484 | 416 |
| New lease liabilities | — | 11,216 | — | 11,216 | — | 11,216 | — | 11,216 |
| Adjustments to lease liabilities with no cash impact |
— | -813 | — | -813 | — | -813 | -813 | — |
| Dividends payable | — | — | 43 | 43 | — | 43 | 43 | — |
| Impact of changes in consolidation scope and method |
3,205 | 944 | 17,976 | 22,125 | -22 | 22,103 | 3,638 | 18,465 |
| Other movements | — | 3 | — | 3 | — | 3 | 2,325 | -2,322 |
| Total non-cash movements | 3,205 | 11,823 | 19,088 | 34,117 | -594 | 33,523 | 4,709 | 28,814 |
| AT 30 JUNE 2021 | 1,105 | 55,495 | 37,620 | 94,220 | 825 | 95,045 | 25,701 | 69,344 |
| Non-current financial liabilities | 274 | 48,091 | 20,980 | 69,344 | — | 69,344 | — | — |
| Current financial liabilities | 831 | 7,404 | 16,641 | 24,875 | 825 | 25,701 | — | — |
The impact of changes in consolidation scope is linked to the acquisition of Répar'stores.
Other borrowings and financial liabilities include the fair value of the put option granted to the Dooya partners, the amount of which is equal to the difference between the estimated contractual value that would result from the exercise of the put option and the fair value of the portion corresponding to the underlying assets. The amount of this liability derivative remains stable between 31 December 2020 and 30 June 2021 at €16.6 million. The balance of other borrowings and financial liabilities include the debt relating to the put options granted to the holders of non-controlling interests, whose variations are recognised in equity, and earnouts, whose variations are recognised in the income statement. This item increased by €18.0 million as a result of the acquisition of Répar'stores.
Note 9.2.3 Analysis of net financial debt
The net financial debt is defined in note 6.3.3.
| € thousands | 30/06/21 | 31/12/20 |
|---|---|---|
| Financial liabilities included in net financial debt calculation | 95,045 | 71,348 |
| – Of which liabilities related to lease agreements (IFRS 16) | 55,495 | 50,792 |
| Financial assets included in net financial debt calculation | 3,598 | 142 |
| – Marketable securities | — | — |
| – Loans | 3,540 | 142 |
| – Miscellaneous | 58 | — |
| Cash and cash equivalents | 608,922 | 588,925 |
| NET FINANCIAL DEBT* | -517,475 | -517,719 |
| Liabilities related to put options and earnouts | 37,412 | 19,137 |
| RESTATED NET FINANCIAL DEBT* | -554,887 | -536,856 |
* (-) Net financial surplus.
NOTE 10 ANALYSIS OF CASH FLOW STATEMENT
— NOTE 10.1 CASH AND CASH EQUIVALENTS
| € thousands | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD | 588,519 | 386,190 |
| Cash and cash equivalents at the start of the period | 588,925 | 387,547 |
| Bank overdrafts | -405 | -1,357 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 608,097 | 441,971 |
| Cash and cash equivalents at the end of the period | 608,922 | 442,930 |
| Bank overdrafts | -825 | -959 |
NOTE 10.2 CHANGE IN WORKING CAPITAL REQUIREMENTS
| € thousands | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Net decrease/(increase) in inventory | 355 | 2,108 |
| Net decrease/(increase) in trade receivables | -89,452 | -43,052 |
| Net (decrease)/increase in trade payables | 6,749 | 996 |
| Net movement in other receivables and payables | 3,602 | 977 |
| CHANGE IN WORKING CAPITAL REQUIREMENTS | -78,746 | -38,971 |
NOTE 10.3 BUSINESS ACQUISITIONS AND DISPOSALS NET OF CASH ACQUIRED OR DISPOSED OF
Net cash flows from acquisitions included €27.5 million from the acquisition of Répar'stores (see note 4), €0.8 million from payment of the last earnout on Somfy Protect and €0.1 million arising from the buyout of non-controlling interests from BFT India. Net cash flows from disposals correspond to the partial payment of current receivables on the CIAT disposal (see "Highlights").
NOTE 11 PROVISIONS AND CONTINGENT LIABILITIES
NOTE 11.1 PROVISIONS
—
Note 11.1.1 Non-current provisions
| € thousands | Provisions for guarantees |
Provisions for litigation |
Provision for agents |
Provisions for liabilities and charges |
Total 2021 |
|---|---|---|---|---|---|
| At 1 January 2021 | 4,825 | 2,730 | 443 | 1,647 | 9,645 |
| Charges | 539 | 899 | 18 | 209 | 1,665 |
| Used reversals | -59 | -434 | -47 | -140 | -680 |
| Unused reversals | — | -432 | — | — | -432 |
| Impact of foreign exchange rates | 32 | — | — | -3 | 29 |
| Impact of changes in consolidation scope and method | — | — | — | — | — |
| Other movements | — | — | — | — | — |
| AT 30 JUNE 2021 | 5,337 | 2,763 | 414 | 1,713 | 10,227 |
Note 11.1.2 Current provisions
| € thousands | Provisions for guarantees |
Provisions for litigation |
Provisions for liabilities and charges |
Total 2021 |
|---|---|---|---|---|
| At 1 January 2021 | 4,600 | 2,810 | 3,790 | 11,199 |
| Charges | 890 | 170 | 5,189 | 6,249 |
| Used reversals | -95 | -640 | -489 | -1,223 |
| Unused reversals | — | -431 | -682 | -1,113 |
| Impact of foreign exchange rates | 4 | 8 | 102 | 114 |
| Impact of changes in consolidation scope and method | — | — | — | — |
| Other movements | — | — | — | — |
| AT 30 JUNE 2021 | 5,399 | 1,917 | 7,909 | 15,225 |
NOTE 11.2 CONTINGENT LIABILITIES
All the Group's contingent liabilities are listed in the Highlights.
NOTE 12 WORKFORCE
— The Group's workforce at 30 June 2021, including temporary and part-time employees recorded on a full-time equivalent basis, was as follows:
| 30/06/21 | 30/06/20 | |
|---|---|---|
| Average workforce | 6,922 | 6,679 |
| Workforce at period end | 7,021 | 6,857 |
NOTE 13 INCOME TAX
—
| € thousands | 30/06/21 6 months |
30/06/20 6 months |
|---|---|---|
| Profit before tax | 215,285 | 97,825 |
| Share of expenses on dividends | 2,487 | 1,444 |
| Goodwill impairment | — | 736 |
| Reclassification of CVAE to Income tax | -1,459 | -2,039 |
| Reclassification of CIR to Other operating income | -2,867 | -3,004 |
| Other | 1,764 | 1,100 |
| Permanent differences | -75 | -1,763 |
| Net profit taxed at reduced rate | -22,569 | -16,635 |
| Net profit taxable at standard rate | 192,641 | 79,426 |
| Tax rate in France | 28.41% | 32.02% |
| Tax charge recalculated at the French standard rate | 54,724 | 25,435 |
| Tax at reduced rate | 2,331 | 1,718 |
| Difference in standard rate in foreign countries | -14,655 | -11,714 |
| Tax losses for the year, unrecognised in previous periods, deficits used | -418 | 484 |
| Effect of the rate difference | -15,073 | -11,230 |
| Tax credits | -3,608 | -573 |
| Other taxes and miscellaneous | 856 | 2,979 |
| GROUP TAX | 39,231 | 18,329 |
| Effective rate | 18.22% | 18.74% |
The results taxed at a reduced rate in France involve patent royalties taxed at 10.33%.
In France, the ordinary taxation rate fell from 32.02% in 2020 to 28.41% in 2021, in line with the gradual reduction in the normal rate of corporate income tax.
The main countries that contributed to the difference in the tax rate were Tunisia (€7.5 million), other European countries (€2.8 million), Poland (€2.2 million), Middle Eastern countries (€1.0 million) and the United States (€0.8 million).
Tax credits were mainly affected by incentives in Italy measuring -€2.9 million at 30 June 2021 and investment-related tax credits measuring -€0.7 million at 30 June 2021, compared with -€0.6 million at 30 June 2020.
Other taxes and miscellaneous items include the CVAE corporate value-added contribution of €1.5 million and €2.1 million for the periods ended 30 June 2021 and 30 June 2020 respectively, less a profit related to tax claims measuring -€0.8 million at 30 June 2021.
NOTE 14 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES AND RELATED PARTIES
— NOTE 14.1 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
| € thousands | 30/06/21 | 31/12/20 |
|---|---|---|
| Investments in associates and joint ventures at the beginning of the period | 145,471 | 136,549 |
| Changes in consolidation scope and method | — | — |
| Share of profit/(loss) from associates | 7,388 | 10,858 |
| Dividends paid | — | — |
| Changes in foreign exchange rates | 3,805 | -1,834 |
| Other | -29 | -102 |
| INVESTMENTS IN ASSOCIATES AND JOINT VENTURES AT THE END OF THE PERIOD | 156,634 | 145,471 |
"Investments in associates and joint ventures" consists of investments in Dooya (€155.9 million) and Arve Finance (€0.7 million).
Dooya's performance over the first six months was as follows:
| € thousands | 30/06/21 | 30/06/20 |
|---|---|---|
| Income statement | ||
| Sales | 118,884 | 84,049 |
| Current operating result | 12,748 | 3,168 |
| Net profit | 10,560 | 2,019 |
NOTE 14.2 RELATED-PARTY DISCLOSURES
Related parties include:
- the parent company;
- companies which exert joint control or a significant influence over the company;
- subsidiaries;
- associates;
- joint ventures;
- members of General Management, the Board of Directors and the Management Committee.
Transactions with associates
Associates are companies over which the Group has a significant influence or exercises joint control, and which are consolidated using the equity method. Transactions with related parties are made on arm's length terms.
Group purchases from Dooya totalled €1.2 million over the six months to 30 June 2021, €3.0 million over the 12 months to 31 December 2020 and €1.7 million over the 6 months to 30 June 2020. Group trade payables with Dooya stood at €0.4 million at 30 June 2021, €0.3 million at 31 December 2020 and €1.0 million at 30 June 2020. Transactions with other related parties involved negligible amounts.
SOMFY – HALF-YEAR FINANCIAL REPORT 2021 28
NOTE 15 LIST OF CONSOLIDATED ENTITIES
—
| Company name | Head office | % control 30/06/21 |
% interest 30/06/21 |
% interest 31/12/20 |
|---|---|---|---|---|
| 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 | Cluses (France) | 100.00 | 100.00 | 100.00 |
| Somfybat | Cluses (France) | 100.00 | 100.00 | 100.00 |
| Domis SA | Rumilly (France) | 100.00 | 100.00 | 100.00 |
| SITEM | Zaghouan (Tunisia) | 100.00 | 100.00 | 100.00 |
| SITEM Services | Zaghouan (Tunisia) | 100.00 | 100.00 | 100.00 |
| SOPEM spolka z ograniczona odpowiedzialnoscia | Niepolomicie (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. Limited | Rydalmere (Australia) | 100.00 | 100.00 | 100.00 |
| Somfy Automation Services PTY Ltd | Rydalmere (Australia) | 100.00 | 100.00 | 100.00 |
| N.V Somfy S.A | Zaventem (Belgium) | 100.00 | 100.00 | 100.00 |
| Somfy Brazil LTDA | Osasco (Brazil) | 100.00 | 100.00 | 100.00 |
| Neocontrol Soluções em Automação LTDA | Belo Horizonte (Brazil) | 100.00 | 100.00 | 100.00 |
| Neocontrol US LLC (liquidated) | Plantation (USA) | — | — | 100.00 |
| Somfy Colombia SAS | Bogota (Colombia) | 100.00 | 100.00 | 100.00 |
| Somfy Argentina S.R.L. | San Fernando (Argentina) | 100.00 | 100.00 | 100.00 |
| GABR Participações LTDA | São Paulo (Brazil) | 100.00 | 100.00 | 100.00 |
| Somfy GmbH (Germany) | Rottenburg (Germany) | 100.00 | 100.00 | 100.00 |
| HIMOTION BV | Leiden (Netherlands) | 100.00 | 100.00 | 100.00 |
| Somfy GmbH (Austria) | Elsbethen-Glasenbach (Austria) | 100.00 | 100.00 | 100.00 |
| Somfy Kereskedelmi Kft | Vecsés (Hungary) | 100.00 | 100.00 | 100.00 |
| Somfy spolka z ograniczona odpowiedzialnoscia | Warsaw (Poland) | 100.00 | 100.00 | 100.00 |
| Somfy spol s.r.o. | Prague (Czech Republic) | 100.00 | 100.00 | 100.00 |
| Somfy S.R.L. | Tărlungeni (Romania) | 100.00 | 100.00 | 100.00 |
| Somfy Limited Liability Company | Moscow (Russia) | 100.00 | 100.00 | 100.00 |
| Somfy SIA | Riga (Latvia) | 100.00 | 100.00 | 100.00 |
| Limited Liability Company Somfy | Kiev (Ukraine) | 100.00 | 100.00 | 100.00 |
| Somfy Bulgaria AD | Sofia (Bulgaria) | 100.00 | 100.00 | 100.00 |
| Chusik Hoesa Somfy | Seongnam (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 | Cornella de Llobregat (Spain) | 100.00 | 100.00 | 100.00 |
| Automatismos Pujol SL | Sant Fruitos de Bages (Spain) | 100.00 | 100.00 | 100.00 |
| Automatismos Pujol Portugal Lda | Coimbra (Portugal) | 100.00 | 100.00 | 100.00 |
| Somfy Systems Inc | Dayton (USA) | 100.00 | 100.00 | 100.00 |
| Somfy SA (Suisse) | Bassersdorf (Switzerland) | 100.00 | 100.00 | 100.00 |
| Somfy Sweden Aktiebolag | Malmö (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) Co., Ltd | Bangkok (Thailand) | 100.00 | 100.00 | 100.00 |
| Company name | Head office | % control 30/06/21 |
% interest 30/06/21 |
% interest 31/12/20 |
|---|---|---|---|---|
| Somfy Taiwan Co Ltd | Taipei (Taiwan) | 100.00 | 100.00 | 100.00 |
| Asian Capital International Limited | Hong Kong | 100.00 | 100.00 | 100.00 |
| Sino Global International Holdings Limited | Hong Kong | 100.00 | 100.00 | 100.00 |
| Sino Link Trading Limited | Hong Kong | 100.00 | 100.00 | 100.00 |
| Somfy Asia-Pacific Co Ltd | Hong Kong | 100.00 | 100.00 | 100.00 |
| Somfy Co Limited | Hong Kong | 100.00 | 100.00 | 100.00 |
| Somfy China Co Ltd | Shanghai (China) | 100.00 | 100.00 | 100.00 |
| Zhejiang Lian Da Science and Technology Co., Ltd. | Huzhou (China) | 95.00 | 95.00 | 95.00 |
| Somfy Middle East Co. Ltd | Limassol (Republic of Cyprus) | 100.00 | 100.00 | 100.00 |
| Somfy Egypt | New Cairo (Egypt) | 100.00 | 100.00 | 100.00 |
| Sisa Home Automation Ltd | Rishon Le Zion (Israel) | 100.00 | 100.00 | 100.00 |
| Somfy Maroc | 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 | Cape Town (South Africa) | 100.00 | 100.00 | 100.00 |
| Somfy Tunisie | Tunis (Tunisia) | 100.00 | 100.00 | 100.00 |
| Somfy Services | Tunis (Tunisia) | 50.00 | 50.00 | 50.00 |
| Somfy Mexico, S.A. DE C.V. | Tlalnepantla (Mexico) | 100.00 | 100.00 | 100.00 |
| Syservmex SRL DE CV | Tlalnepantla (Mexico) | 100.00 | 100.00 | 100.00 |
| Somfy Kabushiki Kaisha | Tokyo (Japan) | 100.00 | 100.00 | 100.00 |
| Somfy India Pvt Ltd | New Dehli (India) | 100.00 | 100.00 | 100.00 |
| Somfy Saudi Arabia | Jeddah (Saudi Arabia) | 75.00 | 75.00 | 75.00 |
| PROMOFI BV | Hoofddorp (Netherlands) | 100.00 | 100.00 | 100.00 |
| FIGEST BV | Hoofddorp (Netherlands) | 100.00 | 100.00 | 100.00 |
| Somfy LLC | Dover (USA) | 100.00 | 100.00 | 100.00 |
| Somfy ULC | Halifax (Canada) | 100.00 | 100.00 | 100.00 |
| Simu | Arc-les-Gray (France) | 100.00 | 100.00 | 100.00 |
| Simu GmbH | Iserlohn (Germany) | 100.00 | 100.00 | 100.00 |
| Window Automation Industry SRL | Galliera (Italy) | 100.00 | 100.00 | 100.00 |
| Overkiz | Épagny Metz-Tessy (France) | 96.63 | 96.63 | 96.63 |
| Overkiz Asia Co. Limited | Hong Kong | 96.63 | 96.63 | 96.63 |
| Opendoors | Cluses (France) | 100.00 | 100.00 | 100.00 |
| iHome Systems (Asia) Limited | Hong Kong | 100.00 | 100.00 | 100.00 |
| iHome Systems (Thailand) Co. Ltd | Bangkok (Thailand) | 100.00 | 100.00 | 100.00 |
| Somfy Automation Malaysia Sdn. Bhd | Kuala Lumpur (Malaysia) | 100.00 | 100.00 | 100.00 |
| Somfy Protect by Myfox | Labège (France) | 100.00 | 100.00 | 100.00 |
| RS FRANCHISE (acquisition) | Saint-Jean-de-Védas (France) | 60.00 | 60.00 | — |
| RS BOUTIQUE (acquisition) | Saint-Jean-de-Védas (France) | 60.00 | 60.00 | — |
| ABIPEC FORMATION (acquisition) | Saint-Jean-de-Védas (France) | 60.00 | 60.00 | — |
| VOLETS SERVICES MONTPELLIER (acquisition) | Saint-Jean-de-Védas (France) | 60.00 | 30.60 | — |
| VOLETS SERVICES NANTES (acquisition) | La Guyonnière (France) | 60.00 | 30.60 | — |
| VOLETS SERVICES TOULOUSE (acquisition) | Saint-Geniès-Bellevue (France) | 60.00 | 30.60 | — |
| VOLETS SERVICES LUXEMBOURG (creation) | Luxembourg (Luxembourg) | 60.00 | 30.60 | — |
| VOLETS SERVICES IDF (acquisition) | Cormeilles-en-Parisis (France) | 60.00 | 60.00 | — |
| EUROSTORES (acquisition) | Frontignan (France) | 60.00 | 30.00 | — |
| Company name | Head office | % control 30/06/21 |
% interest 30/06/21 |
% interest 31/12/20 |
|---|---|---|---|---|
| SEM-T | Cluses (France) | 100.00 | 100.00 | 100.00 |
| DSG Coordination Center SA | Geneva (Switzerland) | 100.00 | 100.00 | 100.00 |
| BFT SpA | Schio (Italy) | 100.00 | 100.00 | 100.00 |
| Automatismes BFT France | Saint-Priest (France) | 100.00 | 100.00 | 100.00 |
| BFT Group Italiberica de Automatismos SL | Granollers (Spain) | 100.00 | 100.00 | 100.00 |
| BFT Antriebssysteme GmbH | Oberasbach (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 |
| BFT Americas Inc. | Boca Raton (USA) | 100.00 | 100.00 | 100.00 |
| BFT Portugal SA | Coimbra (Portugal) | 100.00 | 100.00 | 100.00 |
| BFT Automation (South) Ltd | Swindon (UK) | 100.00 | 100.00 | 100.00 |
| BFT Automation Australia PTY | Wetherill Park (Australia) | 100.00 | 100.00 | 100.00 |
| BFT CZ Sro | Prague (Czech Republic) | 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 | Kocaeli (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) | 100.00 | 100.00 | 51.00 |
| 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 (merged into Automatismes BFT France) |
Saint Laurent du Var (France) | — | — | 100.00 |
| Equity-accounted companies | ||||
| Arve Finance | Cluses (France) | 50.17 | 50.17 | 50.17 |
| Hong Kong CTLT Trade Co., Limited | Hong Kong | 70.00 | 70.00 | 70.00 |
| Ningbo Dooya Mechanic and Electronic Technology Co Ltd |
Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Shanghai Zhengshang Co., Ltd | Shanghai (China) | 70.00 | 70.00 | 70.00 |
| Shanghai Branch (liquidated) | Shanghai (China) | — | — | 70.00 |
| Hui Gong Intelligence Technology Ltd | Shanghai (China) | 70.00 | 70.00 | 70.00 |
| New Unity Limited | Hong Kong | 70.00 | 70.00 | 70.00 |
| Dooya Sun Shading Technology Co. Ltd. (liquidated) | Ningbo (China) | — | — | 70.00 |
| Ningbo Sleepwell Co Ltd | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Baixing Co Ltd | Ningbo (China) | 70.00 | 70.00 | 70.00 |
| Shanghai Goodnight | Ningbo (China) | 70.00 | 70.00 | 70.00 |
03 STATUTORY AUDITORS' REPORT ON THE 2021 INTERIM FINANCIAL REPORT
34 Opinion on the financial statements
34 Specific verification
03 STATUTORY AUDITORS' REPORT ON THE 2021 INTERIM FINANCIAL REPORT
To the Shareholders,
In compliance with the assignment entrusted to us by your General Meeting and pursuant to Article L. 451-1-2 III of the French Monetary and Financial Code, we have conducted:
- 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 2021;
- a review of the information disclosed in the half-year business report.
Due to the global crisis related to the Covid-19 pandemic, the condensed consolidated interim financial statements of this period have been prepared and reviewed under specific conditions. Indeed, this crisis and the exceptional measures taken in the context of the state of sanitary emergency have had numerous consequences for companies, particularly on their operations and their financing, and have led to greater uncertainties on their future prospects. Those measures, such as travel restrictions and remote working, have also had an impact on the companies' internal organization and the performance of our procedures.
These condensed consolidated interim financial statements were prepared under the responsibility of the Board of Directors. 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 the 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 the 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, 8 September 2021 The Statutory Auditors
KPMG Audit A division of KPMG SA Stéphane Devin Sara Righenzi de Villers Partner Partner
ERNST & YOUNG et Autres
Sylvain Lauria Partner
04
STATEMENT FROM THE INDIVIDUAL RESPONSIBLE FOR THE 2021 HALF-YEAR FINANCIAL REPORT
04 STATEMENT FROM THE INDIVIDUAL RESPONSIBLE FOR THE 2021 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 conducted between related parties, as well as a description of the major risks and uncertainties for the remaining six months of the financial year.
Cluses, 8 September 2021
Pierre Ribeiro Chief Executive Officer
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