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Teleperformance SE — Interim / Quarterly Report 2009
Aug 31, 2009
1695_ir_2009-08-31_edd12f69-310e-456a-9eab-c69af6d4577c.pdf
Interim / Quarterly Report
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2009 HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AND MANAGEMENT REPORT
- 1. Condensed consolidated interim financial statements
- 2. 2009 half-year management report
- 3. Attestation of the person responsible for the half year consolidated financial statements and management report
- 4. Statutory auditors' review report on 2009 condensed half year consolidated financial statements
1. Condensed consolidated interim financial statements
A. Condensed consolidated interim statement of financial position
| ASSETS In thousands of euros | Notes | June 30, 2009 | December 31, 2008 |
|---|---|---|---|
| Non-current assets | |||
| Goodwill | III.1 | 610,123 | 591,928 |
| Other Intangible assets | III.2 | 46,789 | 47,213 |
| Property, plant and equipment | 190,725 | 184,898 | |
| Financial assets | 13,950 | 13,826 | |
| Deferred tax assets | 7,412 | 7,535 | |
| Total non-current assets | 868,999 | 845,400 | |
| Current assets | |||
| Inventories | 620 | 520 | |
| Current income tax receivable | 23,449 | 37,108 | |
| Accounts receivable – Trade | III.3 | 432,998 | 433,890 |
| Other current assets | III.3 | 92,335 | 62,790 |
| Other financial assets | III.6 | 10,495 | 10,518 |
| Cash and cash equivalents | 246,943 | 280,642 | |
| Total current assets | 806,840 | 825,468 | |
| TOTAL ASSETS | 1,675,839 | 1,670,868 | |
| EQUITY AND LIABILITIES | June 30, 2009 | December 31, 2008 | |
| Equity | |||
| Attributable to equity holders of the parent | 1,076,649 | 1,041,806 | |
| Minority interests | 2,786 | 11,877 | |
| Total equity | 1,079,435 | 1,053,683 | |
| Non-current liabilities | |||
| Long-term provisions | III.4 | 5,527 | 5,792 |
| Financial liabilities | III.5 | 37,610 | 46,822 |
| Deferred tax liabilities | 22,101 | 17,128 | |
| Total non-current liabilities | 65,238 | 69,742 | |
| Current liabilities | |||
| Short-term provisions | III.4 | 28,211 | 13,782 |
| Current income tax | 11,046 | 20,294 | |
| Accounts payable – Trade | 71,607 | 77,217 | |
| Other current liabilities | 247,975 | 220,057 | |
| Other financial liabilities Total current liabilities |
III.5 | 172,327 531,166 |
216,093 547,443 |
B. Condensed consolidated interim income statement
| in thousands of euros | Notes | st half year 1 2009 |
st half year 1 2008 |
|---|---|---|---|
| Revenue | 946,705 | 879,799 | |
| Other revenue | IV.1 | 5,923 | 13,335 |
| Personnel | -668,481 | -624,646 | |
| External expenses | -154,574 | -138,728 | |
| Taxes other than income taxes | -9,441 | -8,799 | |
| Depreciation and amortization | -34,783 | -32,841 | |
| Amortization of intangible assets acquired as part of a business combination Impairment loss on goodwill |
-1,647 | -1,428 -1,500 |
|
| Change in inventory of finished goods and work-in-progress | 98 | -102 | |
| Other operating revenue | IV.2 | 8,506 | 5,717 |
| Other operating expenses | IV.2 | -18,951 | -6,164 |
| Results from operating activities | 73,355 | 84,644 | |
| Income from cash and cash equivalents | IV.4 | 2,672 | 5,965 |
| Interest on financial liabilities | IV.4 | -4,420 | -7,153 |
| Net financing costs | -1,748 | -1,188 | |
| Other financial income | IV.4 | 13,131 | 3,194 |
| Other financial expenses | IV.4 | -9,637 | -5,509 |
| Net profit before income tax | 75,101 | 81,141 | |
| Income tax expense | IV.5 | -21,750 | -24,752 |
| Net profit | 53,351 | 56,389 | |
| Attributable to equity holders of the parent | 52,787 | 54,689 | |
| Attributable to minority interests | 564 | 1,700 | |
| Earnings per share | |||
| Basic earnings per share (euro) | IV.6 | 0,93 | 0,99 |
| Diluted earnings per share (euro) | IV.6 | 0,93 | 0,97 |
C. Condensed consolidated interim statement of comprehensive income
| in thousands of euros | st half year 1 2009 |
st half year 2008 1 |
|---|---|---|
| Net profit | 53,351 | 56,389 |
| Translation differences from foreign operations | 3,990 | -23,954 |
| Net gain on foreign exchange hedges, gross | 243 | - |
| Income tax on net gain on foreign exchange hedges | -82 | - |
| Other recognized income and expense | 4,233 | -23,954 |
| Total comprehensive income | 57,584 | 32,435 |
| Attributable to equity holders of the parent | 56,465 | 31,691 |
| Attributable to minority interests | 1,119 | 744 |
D. Condensed consolidated interim statement of cash flows
| in thousands of euros | st half 1 |
st half year 1 |
|---|---|---|
| Cash flows from operating activities | year2009 | 2008 |
| Net profit attributable to equity holders of the parent | 52,787 | 54,689 |
| Net profit attributable to minority interests | 564 | 1,700 |
| Income tax expense | 21,750 | 24,752 |
| Depreciation and amortization | 36,430 | 34,269 |
| Impairment loss on goodwill | - | 1,500 |
| Change in provisions | 13,409 | 7,495 |
| Expense and income relating to share-based payments | 56 | 4,537 |
| Unrealized gains and losses on financial instruments | -3,997 | 942 |
| Gains/losses on disposal of non-current assets, net of tax | 508 | - 7,809 |
| Income tax paid | -11,151 | -60,444 |
| Other | -375 | 192 |
| Internally generated funds from operations | 109,981 | 61,823 |
| Change in working capital requirements relating to operations | -13,641 | 84,141 |
| Net cash from operating activities | 96,340 | -22,319 |
| Cash flows from investing activities | ||
| Acquisition of Intangible assets and property, plant and equipment | -36,136 | -37,658 |
| Acquisition of subsidiaries, net of cash acquired | -44,237 | -5,948 |
| Loans and advances made | -941 | -2,780 |
| Proceeds relating to disposals of intangible assets and property, plant and equipment |
802 | 1,701 |
| Proceeds relating to disposals of subsidiaries, net of cash disposed of | 5 | 10,361 |
| Loans and advances repaid | 1,212 | 3,334 |
| Net cash from investing activities | -79,295 | -30,990 |
| Cash flows from financing activities | ||
| Proceeds from the issue of share capital | 3,342 | 1,385 |
| Acquisition of treasury shares | 262 | -2,159 |
| Dividends paid to parent company shareholders | -24,808 | -24,364 |
| Dividends paid to minority interests in consolidated subsidiaries | -160 | -1,679 |
| Proceeds from new borrowings | 11,347 | 28,637 |
| Repayment of borrowings | -33,751 | -31,623 |
| Net cash from financing activities | -43,768 | -29,803 |
| Change in cash and cash equivalents | -26,723 | -83,112 |
| Effect of exchange rates on cash held | 2,488 | -3,727 |
| NET CASH AT JANUARY 1 | 238,235 | 318,307 |
| NET CASH AT JUNE 30 | 214,000 | 231,468 |
| in thousands of euros | Attributable to equity holders of the parent | Minority interests |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| capital Share |
Translation reserve |
m miu Share pre |
earnings Retained |
Fair value hedges |
Total | |||
| January 1, 2008 | 138,459 | -36,769 | 550,459 | 300,187 | 0 | 952,336 | 12,916 | 965,252 |
| Translation differences from foreign operations |
-22,998 | -22,998 | -956 | -23,954 | ||||
| Net profit | 0 | 0 | 54,689 | 0 | 54,689 | 1.700 | ||
| Total recognized income and expense |
-23,051 | 54,689 | 31,691 | 744 | 32,435 | |||
| Share-based payments | 4,423 | 4,423 | 115 | 4,538 | ||||
| Treasury shares | -2,919 | -2,919 | -2,919 | |||||
| Dividends | -24,364 | -24,364 | -1,679 | -26,043 | ||||
| Other | 42 | 42 | 2,327 | 2,369 | ||||
| At June 30, 2008 | 138,459 | -59,820 | 550,459 | 332,058 | 0 | 961,209 | 14,423 | 975,632 |
| At January 1,2009 | 140,957 | -48,275 | 553,321 | 395,340 | 457 | 1,041,806 | 11,877 1,053,683 | |
| Translation differences from foreign operations |
3,517 | 3,517 | 473 | 3,990 | ||||
| Net profit | 52,787 | 52,787 | 564 | 53,351 | ||||
| Net gain on foreign exchange hedges |
161 | 161 | 161 | |||||
| Total recognized income and expense |
0 | 3,517 | 0 | 52,787 | 161 | 56,465 | 1,037 | 57,502 |
| Increase in share capital | 0 | 0 | ||||||
| Share-based payments | 482 | 2,860 | 56 | 3,398 | 3,398 | |||
| Treasury shares | -81 | -81 | -81 | |||||
| Dividends | -24,808 | -24,808 | -160 | -24,968 | ||||
| Other | 51 | -182 | -131 | -9,968 | -10,099 | |||
| At June 30, 2009 | 141,490 | -44,758 | 556,181 | 423,112 | 618 | 1,076,649 | 2,786 1,079,435 |
E. Condensed consolidated interim statement of changes in equity
F. Notes to the condensed consolidated interim financial statements
I. ACCOUNTING POLICIES
a. Reporting entity
Teleperformance (the «Company») is a company domiciled in France. The condensed consolidated interim financial statements of the Company as at and for the six months ended June 30, 2009 comprise the Company and its subsidiaries (together referred to as the "Group").
The consolidated financial statements of the Group as at and for the year ended December 31, 2008 are available upon request from the Company's registered office at 6-8 rue Firmin Gillot, 75737 Paris cedex 15 or at www.teleperformance.com
The financial statements are presented in thousands of euros rounded to the nearest thousand.
b. Statement of compliance
These condensed consolidated interim financial statements as at and for the six months ended June 30, 2009 have been prepared in accordance with IAS 34 – "Interim Financial Reporting" – and are presented in accordance with IAS 1. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended December 31, 2008. The accounting policies have been applied consistently to all periods presented in these condensed consolidated interim financial statements.
These condensed consolidated interim financial statements were approved by the Board of Directors on August 28, 2009.
c. New accounting standards
The following standards have had no impact on the consolidated financial statements of the Group:
- IFRS 8 "Operating Segments" which introduces the "management approach" for segment disclosures, applicable from January 1, 2009,
- Revised IAS 23 "Borrowing Costs", applicable from January 1, 2009.
The Group has not opted to anticipate the application of any of the standards, amendments or interpretations which will be required in 2010:
Revised IFR3 3 "Business Combinations" and Amended IAS 27 "Consolidated and Separate Financial Statements".
The Group does not expect any significant impact on the financial statements from the adoption of these standards and interpretations.
d. Significant accounting policies
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended December 31, 2008, with the exception of the new standards IFRS 8 and revised IAS 23.
e. Restatement of the consolidated financial statements for the six months ended June 30, 2008.
Following identification of intangible assets in the process of measuring assets and liabilities of enterprises acquired in 2007, during the second half of 2008, the 2007 financial statements, and those for the six months ended June 30, 2008, have been restated to take account of these intangible assets with effect from the date of acquisition of the companies concerned, with a corresponding reduction in the amount of goodwill initially recognized, and a deferred tax liability.
The impact of these restatements on the financial statements for the six months ended June 30, 2008 is as follows:
| Statement of financial position | As reported June 30,2008 | Restatements | Restated June 30, 2008 |
|---|---|---|---|
| Equity at December 31, 2007 | 965,644 | -392 | 965,252 |
| Translation reserve | 53 | ||
| Net profit, six months ended June 30, 2008 | -907 | ||
| Equity, at June 30, 2008 | 976,878 | -1,246 | 975,632 |
| Income statement | |||
| Amortization of intangible assets acquired as part on a business combination |
0 | -1,428 | -1,428 |
| Income tax | -25,272 | 520 | -24,752 |
| Net profit | 55,596 | -907 | -54,689 |
f. Estimates
The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, income and expense, especially with respect to the following items :
- the depreciation and amortization rates,
- the calculation of losses on doubtful receivables,
- the calculation of impairment losses on goodwill and other intangible assets,
- the measurement of provisions and retirement benefits,
- the measurement of financial liabilities in respect of commitments for the purchase of minority interests,
- provisions, in particular for legal clams,
- the measurement of employee share options,
- the measurement of intangible assets acquired as part of a business combination,
- deferred taxes.
Such estimates are based on information available at the time of preparation, in particular that relating to the current economic and financial crisis, and may be reviewed if circumstances change, or if new information is available. Actual results may differ from these estimates.
g. Segment reporting
A segment is a distinct component of the Group that:
- engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components,
- whose operating results are reviewed regularly by the Group's chief operating decision maker to take decisions about resources to be allocated to the segment and assess its performance, and,
- for which discrete financial information is available.
Segments may be grouped together when they present similar economic characteristics.
The geographical segments identified by the Group using these criteria are as follows:
- NAFTA (North America Free Trade Agreement): This segment includes the United States, Canada, Mexico, and their offshore locations (Dominican Republic, Philippines, India and Argentina),
- Europe: This segment comprises all European countries (France, United Kingdom, Spain, Portugal, Italy, Belgium, The Netherlands, Germany, Switzerland, Austria, Greece, Sweden, Norway, Denmark, Czech Republic, Slovakia, Poland, Lebanon, Russia and Hungary), and certain offshore locations (Tunisia, Romania, Argentina and Egypt),
- Other: This segment includes in particular South America (Brazil, Argentina, El Salvador, and Chile) and Asia (Indonesia, Philippines, South Korea, Singapore, China and Vietnam).
II. ACQUISITIONS AND DISPOSALS OF GROUP COMPANIES
The Group did not make any significant acquisitions or disposals in the first half of 2009.
In December 2008, the Group acquired The Answer Group, a major company in the field of technical assistance in the USA, consolidated with effect from December 31, 2008. The company had revenues and net profit in the first half of 2009, of US\$ 80.2 million and US\$ 10.2 million, respectively. The Group is in the process of identifying and measuring the assets and liabilities acquired, and will complete this during 2009. At June 30, 2009, goodwill of € 68.5 million was recognized.
III. NOTES TO THE STATEMENT OF FINANCIAL POSITION (IN THOUSANDS OF EUROS: K€)
III.1. Goodwill
There were no changes to the composition of CGUs or groups of CGUs in the first half of 2009. The Group has reviewed these CGUs or groups of CGUs to determine whether there is any indication of impairment, and, as necessary, has updated the future cash flow forecasts used at the beginning of 2009, on the basis of an unchanged methodology and the same annual discount rates as at December 31, 2008.
The impairment tests did not result in the recognition of any further impairment losses in the first half of 2009.
Indication of impairment had been identified during the preparation of the financial statements at June 30, 2008, and resulted in the recognition of a further impairment loss of € 1.5 million in the first half of 2008 on goodwill allocated to the Brazil CGU.
III.2 Other intangible assets
Following identification of intangible assets in the process of measuring assets and liabilities of companies acquired in 2007, during the second half of 2008, the 2007 financial statements, and those for the six months ended June 30, 2008, have been restated to take account of these intangible assets with effect from the date of acquisition of the companies concerned, with a corresponding reduction in the amount of goodwill initially recognized, and a deferred tax liability. These intangible assets comprise mainly trade names and customer relationships and are amortized over their estimated useful life which is between 4 and 15 years.
III.3 Accounts receivable – Trade and Other current assets
| 6/30/2009 | 12/31/2008 | |||
|---|---|---|---|---|
| Gross | Provision | Net | Net | |
| Accounts receivable - Trade | 442 310 | -9,311 | 432,999 | 433,890 |
| Other current assets | 21,732 | -1,261 | 20,471 | 19,741 |
| Taxes and income taxes | 45,461 | 0 | 45,461 | 24,338 |
| Advances & receivables on non-current assets | 2 414 | 0 | 2,414 | 1,780 |
| Prepayments | 23,987 | 0 | 23,987 | 16,931 |
| Total | 535,904 | -10,572 | 525,332 | 496,680 |
III.4 Provisions
| 1/1/2009 | Increases | Reversals | Other | 6/30/2009 | |||
|---|---|---|---|---|---|---|---|
| In thousands of euros | utilized | not utilized | |||||
| Non-current | |||||||
| Provisions for risks | 1,132 | 0 | -566 | 0 | 48 | 0 | 614 |
| - personnel-related | 1,020 | -566 | 42 | 496 | |||
| - fiscal | 112 | 6 | 118 | ||||
| Provisions for other expenses |
40 | 40 | |||||
| Retirement benefits | 4,620 | 394 | -200 | 59 | 4,873 | ||
| Total | 5,792 | 394 | -766 | 0 | 107 | 0 | 5,527 |
| Current | |||||||
| Provisions for risks | 12,265 | 7,343 | -1,593 | -958 | 492 | 510 | 18,059 |
| - sales-related | 475 | -10 | -137 | 16 | -71 | 273 | |
| - personnel-related | 11,300 | 7,343 | -1,583 | -821 | 476 | 581 | 17,296 |
| - fiscal | 490 | 490 | |||||
| Provisions for other 1) expenses |
1,517 | 8,911 | -340 | -148 | 212 | 10,152 | |
| Total | 13,782 | 16,254 | -1,933 | -1,106 | 492 | 722 | 28,211 |
| TOTAL | 19,574 | 16,648 | -2,699 | -1,106 | 599 | 722 | 33,738 |
1)The increase in the first half of 2009 relates in particular to a restructuring provision in the Europe segment.
III.5 Financial liabilities, net
Maturity schedule:
| June 30, 2009 | December 31, 2008 | |||||
|---|---|---|---|---|---|---|
| Total | Current | Non current (1) |
Total | Current | Non current |
|
| Loans from financial institutions | 144,374 | 129,451 | 14,923 | 163,144 | 149,614 | 13,530 |
| Bank overdrafts | 32,943 | 32,943 | 0 | 42,407 | 42,407 | 0 |
| Finance lease liabilities | 16,652 | 8,041 | 8,611 | 17,767 | 7,783 | 9,984 |
| Other loans and financial liabilities | 6,462 | 1,892 | 4,570 | 11,523 | 4,315 | 7,208 |
| Due to minority shareholders | 9,506 | 0 | 9,506 | 28,074 | 11,974 | 16,100 |
| TOTAL financial liabilities | 209,937 | 172,327 | 37,610 | 262,915 | 216,093 | 46,822 |
| Cash equivalents | 78,005 | 78,005 | 135,855 | 135,855 | ||
| Cash and bank | 168,938 | 168,938 | 144,787 | 144,787 | ||
| TOTAL cash and cash equivalents | 246,943 | 246,943 | 0 | 280,642 | 280,642 | 0 |
| TOTAL NET DEBT | -37,006 | -74,616 | 37,610 | -17,727 | -64,549 | 46 822 |
(1) Due after 5 years: 1,319 K€
The Group shows positive net cash of € 37 million at June 30, 2009, an increase of € 19,3 million compared with December 31, 2008.
The change in the amount due to minority shareholders is a result of the exercise of purchase options relating to the minority shareholdings in TPH ST and TP Italy.
The covenants included in certain loan agreements were respected at June 30, 2009.
III.6 Financial instruments
Hedge of foreign exchange risks
Foreign exchange instruments were put in place at the end of 2008, principally to hedge the Group's exposure to exchange risks on 2009 revenues arising from movements on the Canadian \$, the Philippine peso and the US \$. Group policy is to hedge its future cash flows, usually with a 12 month horizon, from highly probable transactions in the ordinary course of business which are denominated in a foreign currency. The financial instruments used are forward exchange contracts and plain vanilla options. Most of these financial instruments qualify for accounting as hedges of future cash flows.
| Derivative financial instruments (in thousands) |
National amount in currency |
National amount in € at 6/30/2009 |
Fair value in € at 6/30/2009 |
In equi ty |
In 2009 result |
|
|---|---|---|---|---|---|---|
| Currency hedge of forecast US\$/CAD transactions | ||||||
| Forward purchases of US\$ | 2,250 | 1,592 | -155 | -155 | ||
| Put & call US\$ options | 4,000 | 2,830 | 188 | 188 | ||
| Currency hedge of forecast PHP/US\$ transactions | ||||||
| Forward purchases of PHP | 1,850,000 | 27,260 | 836 | -25 | 861 | |
| Put & call PHP- options | 350,000 | 5,157 | 97 | 97 | ||
| Sales of PHP options | 100,000 | 1,474 | 47 | 47 | ||
| Forward sales of PHP | 200,000 | 2,947 | -34 | -34 | ||
| Currency hedge of forecast US\$/MXN transactions | ||||||
| Purchases of US\$ options | 12,000 | 8,490 | -71 | -71 | ||
| Put & call US \$ - options | 31,150 | 22,039 | 970 | -8 | 978 | |
| Sales of US \$ options | 35,300 | 24,975 | 670 | 670 | ||
| Forward sales of US \$ | 42,500 | 30,069 | 2,173 | 968 | 1,205 | |
| Currency hedge of forecast US\$/EUR transactions | ||||||
| Purchases of US\$ options | 1,000 | 708 | -1 | -1 | ||
| Put & call US \$ - options | 3,300 | 2,335 | 124 | 124 | ||
| Sales of US \$ options | 2,650 | 1,875 | 43 | 43 | ||
| Forward sales of US \$ | 2,335 | 1,652 | 72 | 72 |
Derivative financial instruments in place at June 30, 2009 are as follows:
At June 30, 2009, the fair value of derivative financial instruments was € 4,959 K, shown as Other financial assets.
IV. NOTES TO THE INCOME STATEMENT
IV.1 Other revenue
| 2009 (1st half year) | 2008 (1st half year) | |
|---|---|---|
| Gain on disposal of intangible assets and property, plant and equipment |
-288 | -86 |
| Profit on sale of subsidiaries | -10 | 8,070 |
| Own work capitalised | 81 | 557 |
| Operating grants | 4,835 | 3,613 |
| Other | 1,305 | 1,181 |
| Total | 5,923 | 13,335 |
IV.2 Other operating revenue and expenses
| 2009 (1st half year) | 2008 (1st half year) | |
|---|---|---|
| Other revenue from normal business | 8,506 | 5,717 |
| Other expenses from normal business | -18,951 | -6,164 |
| Total | -10,445 | -447 |
Other expenses from normal business in the first half of 2009 include a restructuring provision of € 9 million for the Europe segment.
IV.3 Share-based payments
Share options
As of June 30, 2009, there are no outstanding share options.
The expiry date of all outstanding options at December 31, 2008 was June 25, 2009, and changes in the first half of 2009 in the number of option grants outstanding were as follows:
| At January 1, 2009 | 201,218 |
|---|---|
| Cancelled | -8,517 |
| Exercised | -192,701 |
| June 30, 2009 | 0 |
Bonus share awards
Under the authorization given by the Shareholders' General Meeting on June 1, 2006 relating to the issue of bonus shares to a maximum of 2,30 % of the Company's share capital at the time of the General Meeting, the Board of Directors granted a total of 862,066 bonus share awards, on the following dates:
- Grant of 776,600 bonus share awards on August 2, 2006; following a share capital increase, the number of bonus share awards was adjusted, increasing the number to 826,666.
- Grant of 23,400 bonus share awards on May 3, 2007.
- Grant of 12,000 bonus share awards on January 10, 2008.
At June 30, 2009, the two plans dated August 2, 2006 and May 3, 2007 expired, and the outstanding 4000 bonus shares still available relate to the January 10, 2008 plan which will expire on January 10, 2010, as set out in the following schedule:
| Final award date for additional shares | 5/3/2009 | 1/10/2010 |
|---|---|---|
| Number of share awards available | 23,400 | 12,000 |
| Number of shares issued | -20,500 | |
| Number of awards cancelled | -2,900 | -8,000 |
| Number of outstanding awards at June 30,2009 | 0 | 4,000 |
IV.4 Net financing costs and other financial income and expenses
| 2009 (1st half year) |
2008 (1st half year) |
|
|---|---|---|
| Income from cash and cash equivalents | 2,672 | 5,965 |
| Interest expense | -3,709 | -4,901 |
| Interest on finance leases | -646 | -1,058 |
| Interest on commitments for the acquisition of shareholdings of minority interests |
-65 | -1,194 |
| Net financing costs | -4,420 | -7,153 |
| Exchange rate differences | -392 | -2,483 |
| Change in fair value of derivative financial instruments | 3,926 | |
| Other | -39 | 168 |
| Other financial income and expenses | 1,747 | 3,503 |
IV.5 Income tax
Income tax amounted to € 21,8 million in the first half of 2009, compared with € 24,8 million in the first half of 2008, representing an effective tax rate of 29 %, compared with 30,5 % respectively. The reduction in the rate is principally due to a reduction in permanent differences, mainly the expense for share-based payments.
IV.6 Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to ordinary shares by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares. Diluted earnings per share is calculated by dividing the net profit attributable to ordinary shares by the weighted average number of ordinary shares outstanding during the period, as adjusted for the effect of all potentially dilutive ordinary shares.
| 2009 (1st half year) | 2008 (1st half year) | |
|---|---|---|
| Net profit attributable to equity holders of the parent | 52,787 | 54,689 |
| Weighted average number of shares used to calculate basic earnings per share |
56,501,080 | 55,227,011 |
| Dilutive effect of share options | 194,169 | |
| Dilutive effect of bonus share awards | 2,982 | 780,935 |
| Weighted average number of shares used to calculate diluted earnings per share |
56,504,062 | 56,202,115 |
| Basic earnings per share in € | 0,93 | 0,99 |
| Diluted earnings per share in € | 0,93 | 0,97 |
Weighted average number of shares used to calculate earnings per share
| 2009 (1st half year) | 2008 (1st half year) | |
|---|---|---|
| Ordinary shares in issue at January 1 | 56,382,847 | 55,383,511 |
| Treasury shares | -67,453 | -156,500 |
| Options exercised | 171,755 | |
| Bonus shares issued | 13,931 | |
| Weighted average number of ordinary shares | 56,501,080 | 55,227,011 |
The average share price used to calculate the dilutive effect of share options and bonus shares was determined based on the share prices over the period when the options and bonus shares awards were outstanding.
V. Segment reporting
Segment reporting by geographical location is as follows:
| Six months ended June 30, 2009 | Europe | NAFTA | Other | Total |
|---|---|---|---|---|
| Revenue | 470,141 | 410,201 | 66,363 | 946,705 |
| Results from operating activities | 13,454 | 61,074 | -1,173 | 73, 355 |
| Capital expenditure (including finance leases) | 13,888 | 19,887 | 5,852 | 39,627 |
| Depreciation and amortization of non-current assets |
14,191 | 18,647 | 3,591 | 36,429 |
| Impairment loss | 0 | |||
| Segment assets | 818,116 | 761,937 | 95,786 | 1,675,839 |
| - non-current | 309,040 | 506,907 | 53,052 | 868,999 |
| - current | 509,076 | 255,030 | 42,734 | 806,840 |
| Segment liabilities | 439,706 | 122,614 | 34,084 | 596,404 |
| - non current | 22,484 | 38,877 | 3,878 | 65,239 |
| - current | 417,222 | 83,737 | 30,206 | 531,165 |
| Six months ended June 30, 2008 | Europe | NAFTA | Other | Total |
| Revenue | 481,722 | 351,135 | 46,942 | 879,799 |
| Results from operating activities | 39,100 | 49,362 | -3,818 | 84,644 |
| Capital expenditure (including finance leases) | 18,011 | 20,889 | 3,736 | 42,636 |
| Depreciation and amortization of non-current assets |
15,313 | 16,062 | 2,894 | 34,269 |
| Impairment loss | 1,500 | 1,500 | ||
| Segment assets | 936,589 | 584,283 | 77,165 | 1,598,037 |
| - non-current | 331,353 | 381,060 | 45,939 | 758,352 |
| - current | 605,236 | 203,223 | 31,226 | 839,685 |
| Segment liabilities | 441,762 | 131,956 | 48,688 | 622,406 |
| - non-current | 74,223 | 43,754 | 20,665 | 138,642 |
| - current | 367,539 | 88,202 | 28,023 | 483,764 |
VI. Related parties
Companies controlled by Mr Jacques Berrebi have received remuneration from the Company and/or its subsidiaries in respect of consulting services performed.
Such remuneration amounted to 240 K€ in the first half of 2009, and 438 K€ in the first half of 2008.
VII.Events after the balance sheet date
None.
2. 2009 half-year management report
2.1 - BUSINESS ACTIVITY OVER THE LAST HALF YEAR
The consolidated financial statements for the first half of 2009 submitted by the Board of Directors highlighted the following results:
| Condensed Consolidated Data (in millions of euros) | June 30, 2009 | June 30, 2008 after adjustment |
Dec. 31, 2008 |
|---|---|---|---|
| Revenues | 946.7 | 879.8 | 1,784.8 |
| EBITDA | 109.8 | 120.4 | 250.7 |
| Rate | 11.6% | 13.7% | 14.1% |
| Net Operating Profit | 73.4 | 84.6 | 177.9 |
| Operating Margin | 7.8% | 9.6% | 10.0% |
| Net Financial Result | +1.7 | -3.5 | -2.0 |
| Income tax | -21.7 | -24.7 | -56.4 |
| Net Profit | 53.4 | 56.4 | 119.5 |
| Including Group Share | 52.8 | 54.7 | 116.4 |
| Diluted earnings per share | 0.93 | 0.97 | 2.09 |
| Consolidated Financial Structure – Summary | June 30, 2009 | June 30, 2008 | Dec. 31, 2008 |
| (in millions of euros) | after | ||
| adjustment | |||
| Internally generated funds from operations before tax | 121.1 | 122.2 | 250.7 |
| Income tax paid | -11.1 | -60.4 | -83.9 |
| Internally generated funds from operations | 110.0 | 61.8 | 166.6 |
| Change in Working Capital Requirements | -13.7 | -84.1 | -68.4 |
| relating to operations | |||
| Net Cash Flow from operating activities | 96.3 | -22.3 | 98.2 |
| Net Capital Expenditures (Capex) | -35.3 | -36.0 | -68.8 |
| Free Cash Flow | 61.0 | -58.3 | 29.4 |
| Net Financial Investments | -44.0 | +5.0 | -140.8 |
| Incl. Acquisition of subsidiary, net of cash acquired | -44.2 | +4.4 | -141.4 |
| Net Cash Flow from financing activities | -43.7 | -29.8 | +37.6 |
| Change in cash and cash equivalents | -83.1 | -73.8 | |
| -26.7 | |||
| Total Equity | 1,079.4 | 975.6 | 1,053.7 |
| Attributable to equity holders of the parent Net Cash Surplus |
1,076.6 37.0 |
961.2 56.9 |
1,041.8 17.8 |
A/ Revenues achieved over the first half of 2009
The Teleperformance Group's consolidated revenues achieved over the first half of the financial year 2009 amounted to €946.7 million, versus €879.8 million over the same period last year, increasing by 7.6% based on published data, exceeding the 6.8% objective the Group had set itself.
Excluding foreign exchange and scope of consolidation effects, the Group achieved an organic growth rate of 0.3% during the first half of 2009, exceeding the objective which predicted a 0.6% decline over the first half of 2009.
REVENUE DISTRIBUTION BY REGION AT JUNE 30 (M€: in millions of euros)
| Growth | ||||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | Based on published data (in %) |
Excl. foreign exchange & scope of consolidation effects (in %) |
|||
| in M€ | % | in M€ | % | |||
| Europe | 470.1 | 49.7 | 481.7 | 54.8 | -2.4 | -1.5 |
| NAFTA* | 410.2 | 43.3 | 351.1 | 39.9 | +16.8 | -3.9 |
| Other | 66.4 | 7.0 | 47.0 | 5.3 | +41.4 | +53.8 |
| REST OF THE WORLD | 476.6 | 50.3 | 45.2 | |||
| TOTAL | 946.7 | 100 | 879.8 | 100 | +7.6 | +0.3 |
*NAFTA: NORTH AMERICA FREE TRADE AGREEMENT
BUSINESS DEVELOPMENTS
- In the NAFTA region, the 16.8% increase in revenues includes the acquisition of The Answer Group. Excluding foreign exchange and scope of consolidation effects, business volumes in the NAFTA region dropped by 3.9% over the first half of the year.
- In Europe, revenues slightly declined during the second quarter, especially in Northern Europe and France.
- Revenues achieved in the "Other" region, which includes South America and Asia, significantly increased, in particular thanks to the strong development of the Group's operations in South America, and especially in Brazil.
FOREIGN EXCHANGE EFFECT
The foreign exchange effect over the first half of 2009 generated a net positive impact of €11.9 million on revenues, which may be broken down per region as follows:
- NAFTA +€30.0 million
- Europe -€12.1 million
- Other -€6.0 million
The positive translation effect amounting to €30 million in the NAFTA region may be broken down by major currency as follows:
US Dollar: +€38.8 million Mexican Peso: -€8.8 million
As for the other two regions, the Euro rose against all currencies, with the negative foreign exchange effect mainly resulting from the Pound Sterling and the Brazilian Real.
SCOPE OF CONSOLIDATION EFFECT
The scope of consolidation effect mainly resulted from external growth transactions completed in 2008:
- In Europe: Acquisition of a controlling interest in the GN Research Group, which was consolidated as of July 1, 2008.
- In the NAFTA region: Acquisition of The Answer Group in the United States, which was consolidated as of December 31, 2008.
At the end of the first half of 2009, the scope of consolidation effect on revenues amounted to €52.3 million, and may be presented as follows:
- Europe +€8.0 million
- NAFTA +€44.3 million
B/ Profitability
The Group's Net Operating Profit amounted to €73.4 million in the first half of 2009, versus €84.6 million at the same period last year.
In the first half of 2009, the Net Operating Profit was impacted by adjustment and reorganization costs resulting from lower business volumes.
A €9 million provision was recognized in the half-year financial statements to cover restructuring operations, which will become effective in Europe as of the second half of the year.
Excluding this item, Net Operating Profit amounted to €82.4 million as per the objectives announced by the Group during the financial meeting in May.
EBITDA amounted to €109.8 million, versus €120.4 million in the first half of 2008, representing 11.6% of the Group's revenues, versus 13.7 % at June 30, 2008 and 14.1% at December 31, 2008.
In 2009 the net financial result amounted to €1.7 million versus a net expense of €3.5 million in 2008, and may be broken down as follows:
| (in millions of euros) | June 30, 2009 | June 30, 2008 |
|---|---|---|
| Minority interest purchase commitments | -0.1 | -1.2 |
| Net financial interests | -1.0 | +1.1 |
| Finance leases | -0.6 | -1.1 |
| Exchange rate differences | -0.4 | -2.5 |
| Foreign currency hedge | +3.9 | |
| Other | -0.1 | +0.2 |
| Total Financial Result | +1.7 | -3.5 |
It is worth noting the positive impact on the financial result of the implementation of foreign currency hedging instruments in 2009 with €3.9 million proceeds generated over the last six months, and of the policy initiated by the Group in 2008 in respect of minority interest purchases in some subsidiaries and which continued during the first half of 2009.
Income tax amounted to €21.8 million, versus €24.8 million in 2008, that is to say an average tax rate of 29% versus 30.5% in 2008. The tax rate decrease may be essentially explained by lower permanent differences in terms of expenses related to share-based payments.
As a consequence, the net profit amounted to €53.4 million, versus €56.4 million in the first half of 2008, and the net profit attributable to equity holders of the parent amounted to €52.8 million, versus €54.7 million in the first half of 2008.
2.2 - FINANCIAL STRUCTURE AT JUNE 30, 2009
Shareholders' equity
Total equity, Group Share, amounted to €1,076.6 million at June 30, 2009, versus €1,041.8 million at December 31, 2008.
Such increase includes the €52.8 million net profit achieved in the first half of 2009 and the 24.8 million dividend payment in June for 2008.
The strong decrease in minority interests, which amounted to €2.8 million at June 30, 2009, versus €11.9 million at December 31, 2008, resulted from the purchase of minority interests in Group subsidiaries. This policy, which was initiated by the Group in 2008, continued in the first half of 2009.
Net Financial Indebtedness
Teleperformance's net cash surplus went up from €17.8 million at December 31, 2008 to €37 million at June 30, 2009.
This €19.2 million increase may be broken down as follows:
| -Free cash flow from operating activities | +€61.0 million |
|---|---|
| -Impact of minority interest purchases on net financial indebtedness | -€25.8 million |
| -Dividend payment | -€25.0 million |
| -New finance lease agreements | +€5.1 million |
| -Increase in shareholders' equity | +€3.6 million |
| -Other | +€0.3 million |
The Group's cash assets amounted to €246.9 million at June 30, 2009.
The revolving credit facility that was not used at June 30, 2009 represents an additional investment opportunity of €212 million.
Net Cash Surplus at June 30, 2009 may be broken down as follows (in millions of euros):
| June 30, 2009 | Dec. 31, 2008 | ||
|---|---|---|---|
| Cash Assets and Cash Equivalents (a) | 246.9 | 280.6 | |
| Loans from financial institutions | 144.4 | 163.1 | |
| Debts related to minority interest purchase commitments | 9.5 | 28.1 | |
| Bank overdrafts and advances | 32.9 | 42.4 | |
| Liabilities related to finance leases | 16.7 | 17.8 | |
| Other liabilities | 6.4 | 11.5 | |
| Total Financial Liabilities (b) | -209.9 | -262.9 | |
| Net Cash Surplus (a) + (b) | +37.0 | +17.7 |
Cash Flow
Internally generated funds from operations before tax in the first half of 2009 remained stable compared to last year at the same period, amounting to €121.1 million, versus €122.2 million at June 30, 2008.
Business results generated a net positive cash flow of €96.3 million in the first half of 2009, i.e., a strong increase compared to a net cash deficiency of €22.3 million in the first half of 2008, as a consequence of a buy-out transaction and of the strong organic growth rate in the second half of 2008.
Net cash outflows related to operating investments amounted to €35.3 million in the first half of 2009, i.e., 3.7% of the Group's revenues versus 4.1% over the same period last year.
Transactions related to changes in the scope of consolidation resulted in a net cash outflow of €44.2 million. These transactions only involved purchases of minority interests held in various Group subsidiaries.
Cash outflows for the payment of the 2008 dividends (€25 million) and the repayment of financial liabilities (to the extent of €22.4 million) resulted in a €26.7 million decrease in cash assets in the first half of 2009.
2.3 KEY EVENTS DURING THE FIRST HALF OF 2009
Reorganization of French operations
On January 20, 2009, Teleperformance announced the grouping of its activities in France and the new entity went by the name of Teleperformance France. The following companies were merged under one single management structure: Cash Performance, Comunicator, Infomobile, TechCity Solutions France, Teleperformance France, Teleperformance Midi-Aquitaine, Teleperformance Nord, Teleperformance Rhône-Alpes and TP HST. And four operational companies were created within this entity and set up on a regional basis: Teleperformance Nord-Champagne, Teleperformance Centre-Est, Teleperformance Centre-Ouest, Teleperformance Grand-Sud.
On June 16, the French subsidiary Teleperformance France announced the redeployment of its operations outside he Ile de France region, which involved the implementation of a mobility plan for employees operating in the Ile de France contact centers, associated with a reclassification plan.
Purchase of minority interests in subsidiaries
The Teleperformance Group continued its policy in respect of minority interest purchases in subsidiaries. This policy was initiated by the Group during the second half of 2008.
€44.2 million was invested over the first six months of 2009, including €18.4 million that was recognized as financial liabilities related to minority interest purchase commitments at December 31, 2008.
The main changes in shareholdings impacted the following subsidiaries:
| Shareholding percentage | June 30, 2009 | December 31, 2008 |
|---|---|---|
| Teleperformance Hellas | 100 | 70 |
| Russia contact center | 96.5 | 86 |
| BPS (UK) | 100 | 69.5 |
| Telephilippines Inc | 100 | 60 |
2.4 MAJOR RISKS AND UNCERTAINTIES TO BE CONSIDERED DURING THE NEXT SIX MONTHS
The major risks and uncertainties involving elements that may impact the Group's financial situation and results in the second half of the year are identical to the ones described in pages 8 to 11 (risk factors) and pages 110 to 112 (financial risk management) of the Annual Report 2008.
The Group's management team has not anticipated any significant changes in such risks and uncertainties or new risk and uncertainty elements for the second half of 2009.
2.5 RELATED PARTIES
During the first half of 2009, there was no transaction with a significant impact on the Group's financial statements.
Detailed information in this respect is provided in the exhibit to the condensed consolidated financial statements.
2.6 OUTLOOK
The economic environment remains uncertain and has impacted the volumes of contacts generated by our clients. The results achieved by the Teleperformance Group in 2009 will mainly depend on business volumes outsourced to the Group throughout the fourth quarter in the various regions of the world. Furthermore, the necessary reorganization of our operations in Europe, and especially in France will continue to affect margins during the second half of the year.
As a consequence, Teleperformance is not, to date, in a position to confirm the objectives announced in May for 2009. However, as a result of good levels of revenues and profitability in NAFTA, Latin America and Asia regions, the management of Teleperformance Group is confident in its ability to perpetuate its worldwide leadership in terms of both revenues and profit in 2009.
3. Attestation of the person responsible for the condensed half-year consolidated financial statements and management report
« I hereby declare that, to the best of my knowledge, the financial statements have been prepared in accordance with applicable accounting principles and give a true and fair view of the assets and liabilities, financial situation and results of the group. I further declare that the half-year Management Report gives a true and fair view of the material events occurring during the first six months of the financial year and of their impact on the half-year financial statements, of the principal related party transactions, and of the outlook for the remaining six months of the year 2009».
Paris, August 31st, 2009
Jacques Berrebi Chairman of the Board of Directors
4. Statutory auditors' review report on the 2009 condensed half year consolidated financial statements
This is a free translation into English of the statutory auditors' review report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
In our capacity of statutory auditors and in accordance with the requirements of article L 451-1-2 III of the Monetary and Financial Law (code monétaire et financier), we hereby report to you on:
- the review of the accompanying condensed half-year consolidated financial statements of Teleperformance S.A. for the six-month period ended June 30, 2009;
- the verification of information contained in the half-year management report.
These condensed half-year consolidated financial statements are the responsibility of the Board of Directors. Our responsibility is to express a conclusion on these financial statements based on our review.
I – Conclusion on the half-year financial statements
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-year consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - the IFRS standard adopted by the EU applicable to interim financial information.
II - Specific verification
In accordance with professional standards applicable in France, we have also verified the information given in the half-year management report concerning the condensed half-year consolidated financial statements.
We have no matters to report as to its fair presentation and consistency with the condensed half-year consolidated financial statements.
Mérignac and Maisons-Alfort, 31 August 2009
KPMG Audit MG Sofintex
Division of KPMG S.A. Member of Deloitte Touche Tohmatsu
Eric Junières Christian Libéros Pierre Marque Laurent Odobez Partner Partner Partner Partner