INTERIM FINANCIAL REPORT JUNE 30, 2020
TABLE OF CONTENT
1.HALF-YEARLY ACTIVITY REPORT AND SIGNIFICANT EVENTS ........................................... | p.3 |
2. CERTIFICATION BY THE PERSON RESPONSIBLE OF THE HALF-YEAR FINANCIAL | |
REPORT ................................................................................................................................. | p.7 |
3. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ............................... | p.9 |
3.1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ........................ | p.10 |
3.1.1. Interim consolidated statement of financial position ....................................................... | p.10 |
3.1.2. Interim consolidated statement of comprehensive income ............................................ | p.11 |
3.1.3. Interim consolidated statement of changes in equity .................................................... | p.12 |
3.1.4. Interim consolidated cash flow statement.......................................................................... | p.13 |
3.2. NOTES .......................................................................................................................................... | p.14 |
Note 1 : Information on the company and group......................................................................... | p.14 |
Note 2 : Basis of preparation and changes in group accounting principles ............................. | p.14 |
Note 3 : Scope of consolidation ....................................................................................................... | p.16 |
Note 4 : Revenue and customers ..................................................................................................... | p.17 |
Note 5 : Operating income ............................................................................................................... | p.18 |
Note 6 : Income tax ............................................................................................................................ | p.19 |
Note 7 : Intangible assets and property, plant and equipment ................................................. | p.19 |
Note 8 : Financial instruments.......................................................................................................... | p.20 |
Note 9 : Cash ....................................................................................................................................... | p.21 |
Note 10 : Related party disclosures ................................................................................................ | p.21 |
Note 11 : Important events after the end of the reporting period .......................................... | p.21 |
4. REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL | p.23 |
STATEMENTS .................................................................................................................................. |
1
HALF-YEARLY ACTIVITY REPORT AND SIGNIFICANT EVENTS
1. Half-yearly activity report and significant events
Key figures
1 | ||||||
In millions of euros | 06/30/2020 | 06/30/2019 | Change | |||
Revenue | 363.7 | 318.8 | +14.1% | |||
Adjusted EBITDA | 41.5 | |
As a % of revenue | 11.4% | |
Adjusted EBIT | 21.8 | |
As a % of revenue | 6.0% | |
Consolidated net income | 10.5 | |
As a % of revenue | 2.9% | |
Net income, group share | 10.5 | |
As a % of revenue | ||
2.9% | ||
40.6 +2.4%
12.7%
24.5 -11.0%
7.7%
15.3 -31.4%
4.8%
15.5 -32.0%
4.9%
Financial structure data | 06/30/2020 | 12/31/2019 | Change | ||
In millions of euro | |||||
Equity | 148.8 | 138.3 | +10.5 | ||
Net debt | 26.7 | 91.8 | -65.1 | ||
Net bank debt | -45.9 | 3.0 | -48.9 | ||
14% revenue growth
After a strong start to the year, lockdown measures, travel restrictions, and the closure of some businesses disrupted Solutions 30's activities from mid-March to mid-May. Over these two months, revenue was 35% lower than pre-Covid levels. As soon as the lockdown ended, most of the group's markets quickly bounced back to their pre-crisis levels and Solutions 30 returned to sustainable growth by June.
For the first six months of the year, revenue was up 14.1% (+6.9% organic growth) compared to the same period in 2019. Maintenance activities, which are recurrent by na- ture, acted as a buffer against the decline, or even temporary interruption, of installations and roll-outs.
In France, revenue grew by 10.4% (9.2% organic growth) in the first six months of 2020 to reach €224.3 million, compared with €203.3 million for the same period in 2019. This performance is a result of excellent momentum in the Tel-
ecom business, up 37% over the first six months, while the group's other business sectors suffered from the context. In the Benelux countries, revenue for the half-year was up 13.2% (2.0% organic growth) to €66.2 million, compared with €58.5 million for the same period in 2019, largely due to resilience in the Telecom business.
In other countries, revenue for the first half of 2020 was up by 28.2% (3.9% organic growth) to €73.1 million, compared with €57.0 million one year ago. The impact of pandemic-related restrictions has varied from country to country. Ger- many and Poland were relatively unscathed, while Italy and Spain were hit hard.
4 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
An agile and solid business model
Despite the sudden drop in activity followed by a sharp rebound, Solutions 30 has proven the effectiveness of its business model, as well as its ability to adapt quickly. From the outset of the lockdown, all measures were taken to pro-
Reconciliation between operating income and EBITDA
tect the health of employees, while guaranteeing business | |
continuity and adapting the group's cost structure to pre- | |
serve its future capacity to capture structural growth in its | 1 |
markets. | |
In thousands of euros | 06/30/2020 | 06/30/2019 |
Operating income | 16,382 | 19,774 |
Depreciation of IFRS 16 rights of use | 11,136 | 10,893 |
Increases in operational provisions | 8,582 | 5,160 |
Customer relationship amortization | 5,703 | 4,732 |
Other non-current operating income | (270) | - |
Adjusted EBITDA | 41,533 | 40,559 |
As a % of revenue | 11.4% | 12.7% |
Thanks to a highly variable cost structure and the implementation of temporary furlough measures, adjusted EBIT- DA was €41.5 million at the end of June 2020, or 11.4% of revenue, compared to €40.6 million, or 12.7% of revenue one year earlier. Operating costs represented 78.2% of revenue, the same as a year earlier, while structural costs amounted to 10.4% of revenue (10.2% excluding costs related to the adoption of IFRS standards and transfer to Eu- ronext), compared with 9.1% in the first half of 2019.
In step with the limited decline in the adjusted EBITDA mar- gin, adjusted EBIT was €21.8 million, or 6.0% of revenue. It includes €8.6 million of depreciation and operating provisions tied to the increase in IT platform investments over the last two years, and €11.1 million of depreciation for right-of-use leased assets (IFRS 16).
Customer relationship amortization amounted to €5.7 million in 2020, compared to €4.7 million a year earlier. Net financial income, consisting mainly of financial expenses, represented an expense of €2.0 million, compared with €1.0 million for 2019. This variation is explained by the change in bank debt and by exchange losses of €0.7 million recorded on loans in local currency granted by the group to
its Polish subsidiary (acquisition of Elmo assets and liabili- ties) and on transactions with its Tunisian subsidiary, while the euro appreciated. Taxes amounted to €3.8 million, compared to €3.5 million the previous year.
Taking these factors into account, the group share of net income reached €10.5 million, compared to €15.5 million in the first half of 2019.
Financial structure bolstered by diligently managing working capital requirements
At the end of June 2020, the group's equity amounted to €148.8 million, compared with €138.3 million at December 31, 2019. The group's gross cash position reached €151.8 million, compared to €84.2 million at the end of December 2019. Gross bank debt was €106.0 million compared with €87.1 million six months earlier. The group posted a net cash position (excluding IFRS 16) of €45.9 million at the end of June 2020, compared to a net debt of €3.0 million at the end of December 2019.
Net bank debt
In thousands of euros | 06/30/2020 | 12/31/2019 |
Loans from credit institutions, long-term | 77,126 | 65,827 |
Bank overdrafts | 28,839 | 21,326 |
Cash and cash equivalents | (151,833) | (84,162) |
Net bank debt | (45,868) | 2,991 |
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 5
Total net debt, including €57.8 million in leasing liabilities and €14.8 million of potential financial debt on future call options and earnouts, amounted to €26.7 million:
Net debt
1 | In thousands of euros | 06/30/2020 | 12/31/2019 |
Bank debt | 105,965 | 87,153 | |
Lease liabilities | 57,771 | 61,594 | |
Future liabilities from earnouts and put options | 14,771 | 27,179 | |
Cash and cash equivalents | (151,833) | (84,162) | |
Net debt | 26,674 | 91,764 | |
Operating cash flow amounted to €34.8 million for the first half of 2020. Throughout the crisis, Solutions 30 took care to protect its cash flow. In addition, and in the context of an unprecedented health crisis, the group's main customers have accelerated their invoice payment terms, resulting in
a decrease in receivables of up to 2 months of revenue for some customers. As a result, working capital requirements decreased by €49.6 million. After taking into account a net investment of €6.0 million, free cash flow reached €78.4 million over the six-month period.
Calculation of free cash flow
In thousands of euros | 06/30/2020 | 12/31/2019 | ||
Net cash flow from operating activities | 84,427 | 65,825 | ||
Acquisition of non-current assets | ||||
(12,214) | (20,346) | |||
Acquisition of Elmo assets | 5,238 | - | ||
Disposal of non-current assets after tax | 976 | 1,223 | ||
Free cash flow | ||||
78,427 | 46,702 | |||
Over the six-month period, working capital was negative at €40.9 million. Already on the path to especially high levels of growth since 2015, the group rolled out a non-recourse factoring program in 2018 for all subsidiaries to finance its working capital requirements. This program allowed it to trade receivables and to transfer to a factor (1) contractual rights to receive cash flows and (2) the near totality of any risks associated with the receivables. In the context of such an agreement, receivables for which nearly all of the risks and benefits have been transferred are not maintained under the "Customers" heading. A factoring program basically reduces the time it takes to collect on receivables, freeing up cash flow to finance the group's growth strategy, and on average costs less than 1% of the value of the traded receivables, given the quality of these receivables and the solvency of the group's customers.
Receivables that are transferred in this manner and are therefore deconsolidated, were worth €43 million at the end of June 2020, compared with €54 million at December 31, 2019.
Risks and uncertainties
The risk factors are of the same nature as those described in section 1.7 of the 2019 annual report, including the risks related to the Covid-19 health crisis described in section 3.2 of the 2019 annual report. The group's management team
does not anticipate any significant change in these risks and uncertainties or any new elements of risk and uncertainty in the second half of 2020.
Outlook
On the back of strong performance during the first six months of the year, Solutions 30 confirms that organic growth will be sustained in the 3rd quarter. At this stage, as long as the situation does not worsen further, the group is confident in its ability to combine both double-digit growth and profitability.
Solutions 30 has a confident outlook for the coming months and years ahead. The group's business model has demonstrated its effectiveness during a crisis that was unprecedented in terms of its nature but also its speed and scale. The health crisis is acting as a catalyst for economic change. In this context, the group is stronger than ever, having asserted its competitive positioning and consolidated its relationships with its customers. The digital transformation and the energy transition are accelerating under the combined effect of necessity and economic stimulus plans being approved by the main European countries.
In markets driven by positive long-term trends, the group intends to pursue its strategy of balancing organic growth and acquisitions, while relying on its solid foundation of recurring activities to position itself in new markets and duplicate its French model throughout Europe.
6 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
2
CERTIFICATION BY THE PERSON RESPONSIBLE OF THE HALF-YEAR FINANCIAL REPORT
2. Certification by the person responsible of the half-year financial report
2 | This is a free translation into English of the certification by the person responsible for the half-year financial report and is |
provided solely for the convenience of English-speaking users. | |
"I hereby declare that, to the best of my knowledge, the condensed consolidated financial statements for the first half of |
2020 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 principal risks and uncertainties for the remaining six months of 2020."
Luxembourg, September30th, 2020
Gianbeppi Fortis
Chief Executive Officer
8 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
3
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Interim consolidated statement of financial position
- Interim consolidated statement of comprehensive income
- Interim consolidated statement of changes in equity
- Interim consolidated cash flow statement
- NOTES
Note 1: Information on the company and group
Note 2: Basis of preparation and changes in group accounting principles
Note 3: Scope of consolidation
Note 4: Revenue and customers
Note 5: Operating income
Note 6: Income tax
Note 7: Intangible assets and property, plant and equipment
Note 8: Financial instruments
Note 9: Cash
Note 10: Related party disclosures
Note 11: Important events after the end of the reporting period
3.1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3.1.1. Interim consolidated statement of financial position
Assets1
3 | (in thousands of euros) | Notes | 06/30/2020 | 12/31/2019 |
Uncalled share capital | 1 | 1 | ||
Goodwill | 7.1 | 55,034 | 55,034 | |
Other intangible assets | 7.1 | 128,420 | 131,499 | |
Property, plant and equipment | 7.1 | 14,031 | 13,697 | |
Right-of-use assets | 57,889 | 61,884 | ||
Non-current contract assets | 4.2 | 1,100 | 1,102 | |
Investments in associates | 259 | 197 | ||
Non-current financial assets | 1,942 | 1,998 | ||
Deferred tax assets | 6,445 | 5,240 | ||
NON-CURRENT ASSETS | 265,121 | 270,652 | ||
Inventory and work in progress | 21,168 | 15,050 | ||
Trade receivables and related accounts | 4.2 | 135,280 | 173,138 | |
Current contract assets | 4.2 | 642 | 571 | |
Other receivables | 88,003 | 100,143 | ||
Prepaid expenses | 700 | 143 | ||
Cash and cash equivalents | 9 | 151,833 | 84,162 | |
CURRENT ASSETS | 397,626 | 373,207 | ||
TOTAL ASSETS | 662,747 | 643,859 |
Liabilities1
(in thousands of euros) | Notes | 06/30/2020 | 12/31/2019 |
Subscribed capital | 13,659 | 13,659 | |
Share premiums | 17,376 | 17,376 | |
Legal reserve | 1,362 | 1,362 | |
Consolidated reserves | 92,744 | 53,616 | |
Net income for the period | 10,519 | 39,223 | |
EQUITY, GROUP SHARE | 135,660 | 125,236 | |
Minority interests | 13,152 | 13,111 | |
EQUITY | 148,812 | 138,347 | |
Debt, long-term | 91,897 | 80,664 | |
Lease liabilities | 38,018 | 40,987 | |
Non-current provisions | 19,640 | 18,856 | |
Deferred tax liabilities | 28,319 | 28,801 | |
Other non-current financial liabilities | 207 | 836 | |
NON-CURRENT LIABILITIES | 178,081 | 170,144 | |
Debt, short-term | 28,839 | 33,668 | |
Current provisions | 1,090 | 757 | |
Lease liabilities | 19,753 | 20,607 | |
Trade payables | 123,216 | 111,073 | |
Tax and social security liabilities | 149,032 | 152,271 | |
Other current liabilities | 9,921 | 14,013 | |
Deferred income | 4,003 | 2,979 | |
CURRENT LIABILITIES | 335,854 | 335,368 | |
TOTAL EQUITY & LIABILITIES | 662,747 | 643,859 |
1Financial statements reviewed according to the international standard ISRE 2410
10 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
3.1.2. Interim consolidated statement of comprehensive income1
Earnings for the 6-month period ending June 30, 2020 | ||||
(in thousands of euros) | Notes | 06/30/2020 | 06/30/2019 | |
Revenue | 4.1 | 363,678 | 318,760 | |
Other current operating income | 7,748 | 13,815 | ||
Net change in inventory and raw materials and consumables used | (39,544) | (23,380) | ||
Staff costs | (91,490) | (89,714) | 3 | |
Taxes, duties, and similar payments | (28,845) | (27,668) | ||
Other current operating expenses | (170,015) | (151,254) | ||
Operating margin | 41,532 | 40,559 | ||
Depreciation, amortization and impairment of fixed assets | (24,022) | (20,479) | ||
Charges to and reversals of provisions | (1,398) | (306) | ||
Other non-current operating income | 270 | - | ||
Operating income | 16,382 | 19,774 | ||
Financial income | 79 | 113 | ||
Financial expenses | (2,117) | (1,133) | ||
Net financial income | (2,038) | (1,020) |
Income taxes | 6 | (3,846) | (3,452) |
Income from associates | 62 | (51) | |
Consolidated net income | 10,560 | 15,251 | |
Group share | 10,519 | 15,481 | |
Minority interests | 41 | (230) | |
Basic earnings per share, group share (in euros) | 0.098 | 0.145 | |
Diluted earnings per share, group share (in euros) | 0.098 | 0.145 |
(in thousands of euros) | 06/30/2020 | 06/30/2019 |
CONSOLIDATED NET INCOME | 10,560 | 15,251 |
Translation differences recognized in equity | (66) | 37 |
Changes in actuarial gains and losses | (45) | (805) |
Deferred taxed on changes in actuarial gains and losses | 12 | 222 |
COMPREHENSIVE INCOME RECOGNIZED IN EQUITY | (99) | (546) |
COMPREHENSIVE INCOME | 10,461 | 14,705 |
Group share | 10,420 | 14,935 |
Minority interests | 41 | (230) |
1 Financial statements reviewed according to the international standard ISRE 2410
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 11
3.1.3. Interim consolidated statement of changes in equity1
Share | Legal | Group | Cumulative | Equity, | Minority | Total | ||||||||
(in thousands of euros) | Capital | translation | group | |||||||||||
premium | reserve | reserves | interests | equity | ||||||||||
adjustments | share | |||||||||||||
POSITION AT 01/01/2019 | 13,267 | 15,860 | 1,269 | 58,325 | (533) | 88,188 | 10,687 | 98,875 | ||||||
Net income for 2019 | 15,481 | 15,481 | (230) | 15,251 | ||||||||||
3 | Income recognized in equity | (583) | 37 | (546) | (546) | |||||||||
Comprehensive income for | - | - | - | 14,898 | 37 | 14,935 | (230) | 14,705 | ||||||
2019 | ||||||||||||||
Other changes | (101) | (101) | 33 | (68) | ||||||||||
POSITION AT 06/30/2019* | 13,267 | 15,860 | 1,269 | 73,122 | (496) | 103,022 | 10,490 | 113,512 |
- See note 2.3 Reconciliation of financial position at the end of the last interim reporting period in accordance with Luxembourg standards
Share | Legal | Group | Cumulative | Equity, | Minority | Total | ||||||||
(in thousands of euros) | Capital | translation | ||||||||||||
premium | reserve | reserves | group share | interests | equity | |||||||||
adjustments | ||||||||||||||
POSITION AT 01/01/2020 | 13,659 | 17,376 | 1,362 | 93,288 | (449) | 125,236 | 13,111 | 138,347 | ||||||
Net income for 2020 | 10,519 | 10,519 | 41 | 10,560 | ||||||||||
Income recognized in equity | (33) | (66) | (99) | (99) | ||||||||||
Comprehensive income for | - | - | - | 10,486 | (66) | 10,420 | 41 | 10,461 | ||||||
2020 | ||||||||||||||
Other changes | 4 | 4 | 4 | |||||||||||
POSITION AT 06/30/2020 | 13,659 | 17,376 | 1,362 | 103,778 | (515) | 135,660 | 13,152 | 148,812 |
1 Financial statements reviewed according to the international standard ISRE 2410
12 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
3.1.4. Interim consolidated cash flow statement1
For the 6-month period ending June 30, 2020 | 06/30/2020 | 06/30/2019 | |||||
(in thousands of euros) | |||||||
CONSOLIDATED NET INCOME | 10,560 | 15,251 | |||||
Net income, group share | 10,519 | 15,481 | |||||
Net income, minority interests | 41 | (230) | 3 | ||||
Elimination of non-cash or non-operating income and expenses: | |||||||
Depreciation, amortization and impairment | 24,022 | 20,479 | |||||
Allocations to provisions | 1,398 | 306 | |||||
Change in deferred taxes | (1,688) | (280) | |||||
Elimination of income from associates | (62) | 51 | |||||
Change in fair value of non-current contract assets | 2 | (61) | |||||
Change in fair value of financial instruments | 5 | 188 | |||||
Elimination non-current transactions | (270) | - | |||||
Change in fair value of earnouts and put options | (98) | (135) | |||||
Elimination of interest expense | 930 | 349 | |||||
Operating cash flow from consolidated companies | 34,799 | 36,148 | |||||
Change in working capital requirements for operations | 49,628 | 13,158 | |||||
Decrease/(increase) in inventory and work in progress | (6,117) | (1,574) | |||||
Decrease/(increase) in trade & other receivables | 37,787 | 2,058 | |||||
Increase/(decrease) in trade & other payables | 12,683 | 22,125 | |||||
Increase/(decrease) in other receivables and debts | 5,275 | (9,451) | |||||
Net cash flow from operating activities | 84,427 | 49,306 | |||||
CASH FROM/(USED IN) INVESTING ACTIVITIES | |||||||
Acquisition of non-current assets** | (12,214) | (8,112) | |||||
Contingent consideration on acquisitions of subsidiaries and businesses | (12,467) | (1,000) | |||||
Disposal of non-current assets after tax | 976 | 1,463 | |||||
Net cash from/(used in) investing activities | (23,705) | (7,649) | |||||
CASH FROM/(USED IN) FINANCING ACTIVITIES | |||||||
Loan issuance* | 18,783 | 856 | |||||
Repayment of loans and borrowings and related financial expenses | (940) | (4,680) | |||||
Repayment of lease liabilities and related financial expenses | (11,217) | (11,144) | |||||
Net cash from/(used in) financing activities | 6,626 | (14,968) | |||||
Impact of changes in foreign exchange rates | 323 | (69) | |||||
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 67,671 | 26,620 | |||||
Opening cash balance | 84,162 | 69,898 | |||||
Closing cash balance | 151,833 | 96,517 | |||||
1Financial statements reviewed according to the international standard ISRE 2410
- See note 8.3
- Includes the acquisition of assets belonging to the Polish company ELMO
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 13
3.2. NOTES
Note 1 : Information on the company and group
The interim consolidated financial statements of Solutions 30 SE and its subsidiaries (collectively, the "group") for the year ended June 30, 2020, were closed by the Group Man-
3agement Board on September 30, 2020. Solutions 30 (the "company" or the "parent company") is a European company incorporated and domiciled in the Grand-Duchy of Lux- embourg with shares listed in compartment A on the Eu- ronext Paris market. Its registered office is located at:
3 rue de la Reine L-2418 Luxembourg
The group mainly provides support services for new digital technologies and helps its customers implement these new technologies throughout Europe: telecom service pro- viders, energy suppliers, manufacturers and distributors of computer hardware and digital devices, IT management companies, and digital equipment integrators.
Note 2 : Basis of preparation and changes in group accounting principles
2.1. Basis of preparation
The interim consolidated financial statements for the six months ended June 30, 2020, have been prepared in accordance with IAS 34 (Interim Financial Reporting) as adopted by the European Union.
They do not include all the information and notes required in the annual financial statements and should be read in conjunction with the group's consolidated financial statements at December 31, 2019.
Notes 2.2 and 2.3 detail the main adjustments made by the group in order to restate the comparative data initially prepared in accordance with Luxembourg accounting stand- ards, in relation to the statement of comprehensive income and the statement of changes in equity at June 30, 2019.
2.2. Restatements applied Intangible assets
Under Luxembourg accounting standards, the group recognized business assets on certain acquisitions. Under IFRS, business assets are reclassified to goodwill. Goodwill is listed in intangible assets in the statement of financial posi- tion.
Moreover, under Luxembourg accounting standards, goodwill was amortized. Under IFRS, it is subject to an impairment test in accordance with IAS 36 as soon as there is an indication of impairment and at least once a year.
Leases
Lease liabilities were recorded on the basis of lease payments remaining due, capitalized based on the lessee's average incremental borrowing rate. Right-of-use assets were valued at the same amount as lease liabilities and adjusted for the amount of any advances or lease payments due with regard to lease contracts present in the statement of financial position. Lease expenses for contracts expiring within the 12 months following the IFRS transition date and for contracts whose underlying assets have a low value have been recognized as operating expenses.
Non-current provisions - Pension liabilities
Under IFRS, provisions related to retirement benefits must be measured using the projected unit credit method. The provisions are recorded in the statement of financial position in the full amount of the obligation with a contra entry in the group's reserves on the transition date.
In subsequent years, actuarial gains and losses are recorded in reserves while the cost of services rendered and financial cost are recorded in the statement of comprehensive income.
Joint operations
In the form of a consortium, the group has been partnering with other companies in Belgium since 2016 in order to contribute to the development of the telecom infrastructure in this country. Under Luxembourg accounting stand- ards, the revenues invoiced to this consortium for operations carried out by the group were included in the group's revenue. Under IFRS, assets, liabilities, revenues, and costs must be reported separately up to the group's interest in the consortium.
14 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
Revenue
The group's offer includes the provision of electronic payment terminals and the related maintenance services.
variable income in revenue as soon as this income was cer- tain. Under IFRS, this variable income must be included in revenue as soon as it is highly probable.
Under Luxembourg accounting standards, the group recognized the associated revenue based on the services pro- vided. Under IFRS, these contracts have two separate performance obligations, each of which gives rise to a different revenue recognition process. Income from the provision of equipment is thus recognized in full when the equipment is delivered, while income from maintenance activities continues to be recognized over the term of the lease.
On certain contracts, the group has performance obligations that lead to the receipt of variable income during a production period exceeding 6 months. Revenue established according to Luxembourg standards included this
Deferred taxes
The various adjustments related to the transition to IFRS that are detailed above generated several temporary dif- ferences. The group recognizes the tax impact of these temporary differences through the recognition of deferred taxes with a contra entry in the group's equity in its statement of financial position.
3
2.3 Reconciliation of financial position at the end of the last interim reporting period in accordance with Luxembourg standards (June 30, 2019).
Equity
Business | Income from | Accounting for acquisitions of | Recognition of pension | Recognition of tax | ||||||
LUX GAAP | ordinary activities | interests in a joint operation | Leases (IFRS 16) | IFRS | ||||||
combinations (IFRS 3) | liabilities (IAS 19) | losses (IAS 12) | ||||||||
(IFRS 15) | (IFRS 11) | |||||||||
(1) | (2) | (3) | (4) | (5) | ||||||
A. Equity | ||||||||||
I. Subscribed capital | 13,267 | 13,267 | Subscribed capital | |||||||
II. Share premium and related premiums | 15,859 | 15,859 | Share premiums | |||||||
III. Reserves | ||||||||||
1. | Legal reserve | 1,269 | 1,269 | Legal reserve | ||||||
2. | Consolidated reserves | 52,817 | 5,808 | 1,149 | 78 | (133) | (3,557) | 984 | 57,146 | Consolidated reserves |
IV. Net income for the period | 14,645 | 1,631 | 376 | 26 | (9) | (203) | (984) | 15,481 | Net income for the period | |
V. Minority interests | 8,497 | 1,954 | 44 | (6) | - | 10,490 | Minority interests | |||
106,354 | 9,393 | 1,525 | 148 | (147) | (3,760) | 0 | 113,512 | EQUITY | ||
(1) See note 2.2. - Business combinations | (4) See note 2.2. - Leases | |||||||||
(2) See note 2.2. - Revenue | (5) See note 2.2. - Non-current provisions - pension liabilities | |||||||||
(3) See note 2.2. - Joint operations |
Earnings
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 15
2.4 New standards, interpretations and amendments | |
adopted by the group | |
The accounting methods adopted in the preparation of | |
these interim consolidated financial statements are consist- | |
ent with those used to prepare the group's annual consol- | |
idated financial statements for the year ended December | |
31, 2019 (except for newly adopted standards, effective as | |
of January 1, 2020). The group has not early adopted any | |
standard, interpretation, or amendment that has been pub- | |
lished but has not yet come into effect. | |
3 | Several amendments and interpretations apply for the |
first time as of January 1, 2020, but have no impact on the | |
group's interim consolidated financial statements as of |
June 30, 2020.
- Amendment to IAS 1 and IAS 8 "Definition of Material," published on October 31, 2018;
- Amendment to the references to the conceptual framework for IFRS, published on March 29, 2018;
- Amendment to IFRS 3 "Definition of a Business," published on October 22, 2018.
The impacts on the interim financial statements of texts published by the IASB at June 30, 2020, and not in force in the European Union are currently being analyzed. These texts are as follows:
- Amendment to IAS 1 "Presentation of Financial State- ments - classification of liabilities as current or non-cur- rent," published on January 23, 2020;
- Amendment to IFRS 3 "Business Combinations," IAS 16 "Property, Plant and Equipment," IAS 37 "Provisions, Contingent Liabilities and Contingent Assets," and the Annual Improvements to IFRS (2018-2020 cycle), pub- lished on May 14, 2020;
- Amendment to IFRS 16 "Covid-19-Related Rent Con- cessions," published on May 28, 2020.
2.5. COVID, the impacts on the business and the meas- ures taken by the group
Due to the lockdown measures adopted by various governments as a result of the Covid-19 pandemic, the group's activity slowed down between mid-March and mid-May, compared to pre-Covid levels.
During this period, the group first took care to protect its employees' health and the call-out processes were adapted in accordance with recommendations from health authorities to ensure the continuity of service required by custom- ers.
Secondly, and in a context of declining activity, the group implemented all measures required to protect its financial position, especially financial margins and cash flow. In particular, the group has made use, when necessary, of partial furlough schemes available in various countries and has been able to defer certain tax payments or loan repay- ments.
The Solutions 30 teams also supported the group's customers throughout this period in order to prepare for the anticipated rebound in activity. Activity returned to normal levels at the end of May and to sustained growth rates in June. Some customers accelerated their invoice payment terms to help the group manage this sharp increase in volumes without penalizing the group's working capital re- quirements.
Note 3 : Scope of consolidation
The group subsidiaries contributing to the financial information presented in these consolidated financial statements are listed in note 3.2 of the annual consolidated financial statements for the year ended December 31, 2019.
At the end of June 2020, the only change involved the delis- ting on June 23, 2020, of the Balkans Shared Services subsi- diary, whose activity had been dormant since 2019.
16 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
Note 4 : Revenue and customers
4.1 Breakdown of revenue
The breakdown of the group's revenue from contracts with customers by activity type is as follows:
(in thousands of euros) | 06/30/2020 | France | Benelux | Other | |||||
Types of activities | 358,174 | ||||||||
On-sitecall-outs | 219,708 | 65,491 | 72,975 | 3 | |||||
Leasing of payment terminals | 2,199 | 2,199 | - | - | |||||
Change in work in progress | 3,305 | 2,438 | 700 | 167 | |||||
Total revenue from contracts with | |||||||||
customers | 363,678 | 224,346 | 66,191 | 73,142 | |||||
(in thousands of euros) | 06/30/2019 | France | Benelux | Other | |||||
Types of activities | |||||||||
On-sitecall-outs | 316,421 | 200,916 | 58,457 | 57,049 | |||||
Leasing of payment terminals | 2,230 | 2,230 | - | - | |||||
Change in work in progress | 108 | 108 | - | - | |||||
Total revenue from contracts with | |||||||||
customers | 318,760 | 203,254 | 58,457 | 57,049 |
At June 30, 2020, the group's revenue is up 14% compared to June 30, 2019. Business grew in all geographical segments despite the impact of the COVID pandemic.
4.2 Trade receivables and related accounts
Total receivables sold and deconsolidated under its non-recourse factoring program, amounted to €43 million at June 30, 2020 (€54 million at December 31, 2019).
(in thousands of euros) | 06/30/2020 | 12/31/2019 | |||||
Trade receivables | 51,173 | 95,028 | |||||
Invoices to be issued | 83,055 | 76,396 | |||||
Trade payables - advances and down | 1,052 | 1,713 | |||||
payments | |||||||
TOTAL | 135,280 | 173,138 | |||||
During the first half of 2020, the group recognized an impairment of €0.1 million (€0.5 million at June 30, 2019) on its trade receivables. All trade receivables and related accounts are due in less than one year.
Contract assets
Contract assets relate to the lease contracts for payment terminals marketed by the group. At June 30, 2020, contract assets amounted to €1.7 million (December 31, 2019: €1.7 million).
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 17
Note 5 : Operating income
5.1 Operating margin
The main indicator of group operating profitability is the operating margin. It corresponds to operating income before depreciation, amortization, reversals, and provisions, income from the sale of holdings, the cost of services provided by the group's holding company and other non-cur-
rent operating income and expenses. The Solutions 30 group's segment reporting is based on geographical seg- ments, in accordance with the internal management data used by the group management board, and in accordance with the principles of IFRS 8.
3 | (in thousands of euros) | 06/30/2020 | France | Benelux | Other | HQ | |||||||||||||
countries | |||||||||||||||||||
Revenue | 363,678 | 224,345 | 66,191 | 73,142 | - | ||||||||||||||
Operating margin | 41,532 | 32,396 | 9,316 | 2,685 | (2,865) | ||||||||||||||
Operating margin in % | 11.4% | 14.4% | 14.1% | 3.7% | - | ||||||||||||||
Other | |||||||||||||||||||
(in thousands of euros) | 06/30/2019 | France | Benelux | HQ | |||||||||||||||
countries | |||||||||||||||||||
Revenue | 318,760 | 203,254 | 58,457 | 57,049 | - | ||||||||||||||
Operating margin | 40,559 | 32,300 | 5,959 | 4,899 | (2,599) | ||||||||||||||
Operating margin in % | 12.7% | 15.9% | 10.2% | 8.6% | - | ||||||||||||||
5.2 Off-balance sheet commitments related to operating activities | |||||||||||||||||||
Type of | Amount in | ||||||||||||||||||
Country | Principal | Guaranteed obligations | Term | € | |||||||||||||||
guarantee | |||||||||||||||||||
thousands | |||||||||||||||||||
S30 group's | Subcontracting | Obligations arising from a surety and | Applicable during the | ||||||||||||||||
France | guarantee contract for the group's | entire contractual | 5,000 | ||||||||||||||||
companies | guarantee | ||||||||||||||||||
subcontractors | relationship | ||||||||||||||||||
Obligations arising from the performance | Applicable during the | ||||||||||||||||||
France | Telima Money | Indemnity bond | of services under contract, including the | entire contractual | 750 | ||||||||||||||
provision of payment terminals | relationship | ||||||||||||||||||
S30 group's | Customer | Obligations arising from the performance | Applicable during the | ||||||||||||||||
Poland | Polish | of services under contract, in particular | entire contractual | 605 | |||||||||||||||
guarantee | |||||||||||||||||||
companies | those relating to the telecom business | relationship | |||||||||||||||||
S30 group's | Obligations arising from the performance | Applicable during the | |||||||||||||||||
Customer | of services under contract, in particular | ||||||||||||||||||
Belgium | Belgian | entire contractual | 865 | ||||||||||||||||
guarantee | those relating to the telecom and energy | ||||||||||||||||||
companies | relationship | ||||||||||||||||||
businesses | |||||||||||||||||||
S30 group's | Customer | Obligations arising from the performance | Applicable during the | ||||||||||||||||
Spain | Spanish | of services under contract, in particular | entire contractual | 585 | |||||||||||||||
guarantee | |||||||||||||||||||
companies | those relating to the telecom business | relationship | |||||||||||||||||
Obligations related to business premises | Applicable during the | ||||||||||||||||||
Belgium | Unit-T | Lease guarantee | entire contractual | 193 | |||||||||||||||
leases | |||||||||||||||||||
relationship | |||||||||||||||||||
S30 group's | Payment of any amount charged by the | Applicable during the | |||||||||||||||||
Demand | beneficiary in connection with its activity | ||||||||||||||||||
France | French | entire contractual | 150 | ||||||||||||||||
guarantee | of any products or services provided via | ||||||||||||||||||
companies | relationship | ||||||||||||||||||
its fuel cards | |||||||||||||||||||
Solutions 30 | Applicable during the | ||||||||||||||||||
Netherlands | Lease guarantee | Vehicle lease obligations | entire contractual | 120 | |||||||||||||||
Netherlands | |||||||||||||||||||
relationship | |||||||||||||||||||
S30 group's | Payment of any amount charged by the | ||||||||||||||||||
Demand | beneficiary in connection with its activity | ||||||||||||||||||
Poland | Polish | 11/25/2020 | 100 | ||||||||||||||||
guarantee | of any products or services provided via | ||||||||||||||||||
companies | |||||||||||||||||||
its fuel cards | |||||||||||||||||||
Obligations related to business premises | Applicable during the | ||||||||||||||||||
Luxembourg | Solutions 30 SE | Lease guarantee | entire contractual | 79 | |||||||||||||||
leases | |||||||||||||||||||
relationship | |||||||||||||||||||
S30 group's | Payment of any amount charged by the | Applicable during the | |||||||||||||||||
Demand | beneficiary in connection with its activity | ||||||||||||||||||
Spain | Spanish | entire contractual | 43 | ||||||||||||||||
guarantee | of any products or services provided via | ||||||||||||||||||
companies | relationship | ||||||||||||||||||
its fuel cards | |||||||||||||||||||
Solutions 30 | Obligations related to business premises | Applicable during the | |||||||||||||||||
Netherlands | Lease guarantee | entire contractual | 24 | ||||||||||||||||
Netherlands | leases | ||||||||||||||||||
relationship | |||||||||||||||||||
Telima Frepart / | Obligations related to business premises | Applicable during the | |||||||||||||||||
France | Telima Energie | Lease guarantee | entire contractual | 10 | |||||||||||||||
leases | |||||||||||||||||||
IDF | relationship | ||||||||||||||||||
18 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
Note 6 : Income tax
The group calculates the income tax expense for the period using the tax rate that would apply to the total expected annual income. The main components of the tax expense in the interim consolidated income statement range are:
(in thousands of euros) | 06/30/2020 | 06/30/2019 | |
Deferred taxes | 1,702 | 57 | 3 |
Current taxes | (5,548) | (3,509) | |
Corporate income tax | (3,846) | (3,452) |
Note 7 : Intangible assets and property, plant and equipment
7.1 Breakdown of major assets by sector
The Solutions 30 group's segment reporting is based on geographical segments, in accordance with the internal management data used by the group management board, and in accordance with the principles of IFRS 8.
(in thousands of euros) | 06/30/2020 | France | Benelux | Other | |
Goodwill | 55,034 | 25,889 | 28,345 | 800 | |
Other intangible assets | 128,420 | 40,961 | 49,714 | 37,745 | |
Property, plant and | |||||
equipment | 14,031 | 7,433 | 2,326 | 4,272 |
(in thousands of euros) | 12/31/2019 | France | Benelux | Other | |
Goodwill | 55,034 | 25,889 | 28,345 | 800 | |
Other intangible assets | 131,499 | 43,747 | 50,371 | 37,381 | |
Property, plant and | |||||
equipment | 13,697 | 7,188 | 2,609 | 3,900 |
7.2 Impairment tests of intangible assets
The group performed its annual impairment test in De- cember 2019 and may update it when circumstances may lead to a risk of impairment. The group's impairment test for goodwill and intangible assets is based on value-in-use calculations. The main assumptions used to determine the recoverable amounts at the level of the various cash-generating units are explained in the consolidated financial statements for the 2019 financial year.
At June 30, 2020, the change in discount rates is approximately 30 basis points and has no effect on the results of the impairment tests performed by the group.
The group also takes into consideration, among other fac- tors, the relationship between its market capitalization and the carrying amount of balance sheet assets to assess the risk of impairment. At June 30, 2020, the group's market capitalization exceeds the value of its assets, and the group has not identified any indicators in its business activity and business plans that could call into question the value of goodwill and intangible assets recorded on the balance sheet.
Sensitivity analysis of the value in use of CGUs to the assumptions used
Based on the sensitivity analysis disclosed in the consolidated financial statements for the year ended December 31, 2019, the update of discount rates and long-term growth rates has no material impact on the results of the impairment tests and therefore on the consolidated financial statements at June 30, 2020, for all cash-generating units.
7.3 Asset acquisitions
In January 2020, the group acquired the assets and liabilities of the Polish company ELMO, which specializes in the telecommunications sector in Poland, for €4.7 million in order to develop its activities and increase its geographical coverage in this country.
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 19
Note 8 : Financial instruments
8.1 Classification of financial assets
The following table presents information about the carrying values of financial instruments and the fair values of financial instruments at June 30, 2020.
(in thousands of euros) | 06/30/2020 | 12/31/2019 | |||||||
3 | book value | fair value | book value | fair value | |||||
Non-current financial assets | 1,942 | 1,942 | 1,998 | 1,998 | |||||
Investments in associates | 259 | 259 | 197 | 197 | |||||
Trade receivables and related accounts | 135,280 | 135,280 | 173,138 | 173,138 | |||||
Contract assets | 1,742 | 1,742 | 1,673 | 1,673 | |||||
Other receivables | 88,003 | 88,003 | 100,143 | 100,143 | |||||
Cash and cash equivalents | 151,833 | 151,833 | 84,162 | 84,162 | |||||
ASSETS | 379,059 | 379,059 | 361,311 | 361,311 | |||||
Debt | 120,736 | 120,736 | 114,332 | 114,072 | |||||
Lease liabilities | 57,771 | 57,771 | 61,594 | 61,594 | |||||
Other non-current financial liabilities | 207 | 207 | 836 | 836 | |||||
Trade payables | 123,216 | 123,216 | 111,073 | 111,073 | |||||
Tax and social security liabilities | 149,032 | 149,032 | 152,271 | 152,271 | |||||
Other current liabilities | 9,921 | 9,921 | 14,013 | 14,013 | |||||
LIABILITIES | 460,883 | 460,883 | 454,119 | 453,859 | |||||
8.2 Contingent considerations and put options
Contingent considerations ("earnouts") and put options are assessed at fair value and recorded under "Debt, short- term" in the statement of financial position if they are due within 12 months of the end of the fiscal year, or under "Debt, long-term" if they are due beyond a 12-month pe- riod.
In accordance with the terms of the acquisition agreement concluded with the former owners of Janssens Group, the group agreed to pay an earnout based on the performance
of the acquired company during the first half of 2020.
At December 31, 2019, Janssens Group's performance was already included in the earnout estimate recorded in the "Debt, short-term" item of the consolidated financial posi- tion.
The change in the fair value of the debt related to future earnouts and call options therefore includes the settlement of this amount and is presented in the table below:
Payment | Fair value | |||||||
(in thousands of euros) | 12/31/2019 | of the | 06/30/2020 | |||||
adjustment | ||||||||
price | ||||||||
Earnouts | 18,946 | -12,467 | 56 | 6,535 | ||||
Call options | 8,233 | 0 | 42 | 8,275 | ||||
TOTAL | 27,179 | -12,467 | 98 | 14,810 |
The fair value of put options and contingent considerations was determined on the basis of the present value of probable future cash flows taking into account the group's contractual commitments (level 3). Changes in fair value have been recognized in the consolidated statement of comprehensive income. The fair value at the beginning of the year was presented in cash flow from investing activities, the balance of €98k was presented in cash flow from operating activities. This change in fair value is mainly due to the discounting effect.
8.3 Debt
The loan issue of €18.8 million was mainly used to finance the acquisition of the ELMO assets and the payment of the earnout.
20 SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020
Note 9 : Cash
The group's cash position is as follows:
(in thousands of euros) | 06/30/2020 | 12/31/2019 | ||
Marketable securities | 1,225 | 1,225 | ||
Cash and cash equivalents | 150,608 | 82,937 | ||
TOTAL | 151,833 | 84,162 | ||
Note 10 : Related party disclosures | 3 |
The following table shows the amounts of transactions with related parties in the first half of 2020 and 2019, as well as the balance of receivables and payables at June 30, 2020, and December 31, 2019:
Services | Services | Amounts | Amounts | ||
(in thousands of euros) | provided by | received by the | loaned by the | owed to the | |
the group | group | group | group | ||
Telenet | 2020 | 38,902 | - | - | - |
2019 | 38,443 | - | - | - | |
Worldlink | 2020 | 301 | - | 2,950 | - |
2019 | - | - | 2,675 | - | |
All transactions with related parties are carried out under normal market conditions. Loans to Worldlink are granted with an interest rate equivalent to euribor + 1.5%.
Note 11 : Important events after the end of the reporting period
Transfer to the Euronext Paris regulated market
The group transferred its listing to compartment A of the regulated Euronext Paris market on July 23, 2020. It joined the SBF 120 and CAC Mid 60 indices on September 18th.
Simplification of the legal organization chart
The group is pursing its efforts to streamline its legal organization chart and taken steps which should lead, during the second half of the year, to a reduction in the number of legal entities, particularly in France and Italy.
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 21
4
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
To the Shareholders, | |
Solutions 30 SE | |
3, rue de la Reine | |
L-2418 Luxembourg | |
Introduction | |
We have reviewed the accompanying interim condensed consolidated financial statements of Solutions 30 SE as of June | |
30, 2020, which comprise the interim consolidated statement of financial position at June 30, 2020, and the related in- | |
terim consolidated statement of comprehensive income, the interim consolidated statement of changes in equity, the | |
interim consolidated cash flow statement for the six-month period then ended and explanatory notes. Management is | |
responsible for the preparation and fair presentation of these interim condensed financial statements in accordance with | |
International Financial Reporting Standard IAS 34 Interim Financial Reporting as adopted by the European Union ("IAS 34"). | |
Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our | |
review. | 4 |
Scope of Review | |
We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim | |
Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information con- | |
sists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and | |
other review procedures. A review is substantially less in scope than an audit conducted in accordance with International | |
Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all signif- | |
icant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. | |
Conclusion | |
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim con- | |
densed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 as adopted | |
by the European Union. | |
Ernst & Young | |
Société anonyme | |
Cabinet de révision agréé | |
Gaël Denis | |
Luxembourg, September30th, 2020 |
This is a translation into English of the report on review of interim condensed consolidated financial statements
of the Company issued in French and it is provided solely for the convenience of English-speaking users. This re-
port includes information required by Luxembourg law, such as the verification of the management report. This
report should be read in conjunction with, and construed in accordance with, Luxembourg law and professional auditing standards applicable in Luxembourg.
SOLUTIONS 30 | Interim Condensed Consolidated Financial Statements at June 30, 2020 23
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