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FINANCIAL REPORT
HALF-YEARLY
20
15
MANAGEMENT REPORTpage 3 - 1ST HALF MANAGEMENT REPORT
FINANCIAL STATEMENTSpage 4 - CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEpage 5 - CONSOLIDATED STATEMENT OF FINANCIAL POSITIONpage 6 - CONSOLIDATED CASH FLOW STATEMENTpage 7 - CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITYpages 8 to 12 - NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SUM
MA
RY
MANAGEMENT REPORT 30 JUNE 2015
CHAPTER 1
SAPMER GROUP Financial Statement 30 June 2015
Page 3
1st HALF MANAGEMENT REPORT CONSOLIDATED INCOME STATEMENT 1ST HALF (1ST JANUARY– 30TH JUNE) “2015 first half saw the first effects of the strategic changes implemented 6 months ago, being reflected in the accounts. The EBITDA improved by almost €2m compared to half year 2014 and the level of net income stabilized, despite:
A shift in the unloading of two toothfish vessels (the equivalent of about €5m less revenues this semester)
A 10% drop in whole tuna prices compared to the previous year, taking into account the low point reached in March-April 2015 and,
A change in the loss carryforwards accounting treatment which was used in 2014. Helped by the savings on the cost of Diesel, the improvements in the management of the upstream and downstream operations and the focus on premium products for the value enhancing activity are beginning to gradually bear fruit” commented Adrien de Chomereau, CEO.
In millions of euros – IFRS
2015 2014
Revenues 45.1 46.5
EBITDA 2.3 0.4
Operating Income (EBIT) (1.2) (3.0)
Financial Income (1.7) (2.4)
Income before tax (2.9) (5.4)
Income tax (0.6) 1.6
Net Income Group share (3.5) (3.7)
REVENUES
During 2015 1st half, Sapmer achieved revenues at €45.1m, with a slight decrease of 2.9%. Revenues are subject to a favorable context for the southern seas fishing activity (toothfish and rock lobster) and reflect the still difficult conditions of the tuna activity low cycle. OPERATIONAL PROFITABILITY Lower costs on both activities, including the decrease in the price of Diesel for the fishing activity and the processing and logistics cost reductions for the value enhancing activity, enable the EBITDA to improve to €2.25m against €0.42m during first half 2014. After taking into account the depreciation, stable compared to first half 2014, and the financial income that benefits from foreign exchange gain, the income before tax amounted to €-2.8m against €-5.4m in first half 2014. The company records €0.6m of deferred taxes that led to a loss of €-3.5m. Sapmer continues the implementation of its tuna activity improvement plan.
FINANCIAL STATEMENTS 30 JUNE 2015
CHAPTER 2
SAPMER GROUP Financial Statement 30 June 2015
Page 4
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME January 1, 2014 to June 30, 2015
In thousands of euro N ot e YH1 2015 YH1 2014
Revenues 2.1 45 127 46 521
Change in inventories of f inished goods -2 079 -3 849
Other income 522 249
Total income from activities 43 570 42 921
Cost of purchased materials -15 468 -16 315
Other external purchases -10 050 -10 261
Personnel expenses -12 179 -12 523
Taxes and f ishing licences -2 094 -2 195
Other operating income and expenses, net -1 529 -1 206
EBITDA 1 2 250 420
Depreciation and amortisation -3 426 -3 396
EBIT 2 .2 -1 176 -2 976
Cost of net debt -2 483 -2 626
Other f inancial expenses and income 809 209
Net finance costs -1 673 -2 417
Share in income (loss) of associates 0 0
Income from current operations before income tax -2 849 -5 393
Income taxes -631 1 648
Net profit for the period -3 480 -3 745
Attributable to:
Equity holders of the Company -3 480 -3 745
Non-controlling interests 0 0
Earnings per share (basic) in EUR 4.0 -0,99 -1,07
Earnings per share (diluted) in EUR -0,99 -1,07
Weighted average shares outstanding (basic) 3 498 598 3 497 598
Weighted average shares outstanding (diluted) 3 516 698 3 516 698
STATEMENT OF COMPREHENSIVE INCOME
In thousands of euro YH1 2015 YH1 2014
Net profit for the period -3 480 -3 745
Currency translation differences 0 0
Effective portion of gains and losses on cash f low hedge instruments 817 513
Deferred tax on other elements of comprehensive income 0 0
Other comprehensive income for the period, net of tax 817 513
Total comprehensive income for the period -2 663 -3 233
Attributable to:
Equity holders of the Company -2 663 -3 233
Non-controlling interests 0 0
1 EBITDA: Operating income before depreciation and amortisation.
SAPMER GROUP Financial Statement 30 June 2015
Page 5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of 30 June 2015
In thousands of euro N ot e 30.06.2015 31.12.2014
Property, plant and equipment 125 124 126 203
Goodw ill 0 0
Other intangible assets 1 872 2 029
Investments in associates 0 0
Financial assets and other receivables 4 604 4 503
Deferred tax asset 0 0
Derivative f inancial instruments 7.0 16 48
Total non-current assets 131 617 132 783
Inventories 12 757 15 049
Trade accounts receivable 15 009 17 583
Prepaid expenses and other current assets 3 589 4 696
Current income tax assets 576 439
Derivative f inancial instruments 0 0
Cash and cash equivalents 5.0 2 248 1 969
Total current assets 34 179 39 736
Assets classified as held for sale 0 0
Total assets 165 796 172 519
Share capital 4.0 2 799 2 799
Other reserves 6 762 6 762
Currency translation differences 0 0
Retained earnings 27 291 29 953
Total attributable to equity holders of the Company 36 852 39 514
Non-controlling interests 1 1
Total shareholders' equity 36 852 39 515
Borrow ings 6.0 63 600 66 649
Derivative f inancial instruments 7.0 3 863 5 449
Deferred tax liabilities 9 813 8 774
Retirement benefit obligations 2 067 1 922
Provisions for other liabilities and charges 387 387
Other non-current liabilities 0 0
Total non-current liabilities 79 729 83 181
Borrow ings 6.0 21 311 21 149
Derivative f inancial instruments 0 0
Trade accounts payable 16 456 14 753
Current income tax liabilities 0 0
Other current liabilities 11 447 13 921
Total current liabilities 49 214 49 823
Liabilities held for sale 0 0
Total liabilities and shareholders' equity 165 796 172 519
SAPMER GROUP Financial Statement 30 June 2015
Page 6
CONSOLIDATED CASH FLOW STATEMENT January 1, 2015 to June 30, 2015
In thousands of euro N ot e YH1 2015 YH1 2014
-2 849 -5 393
Income before income tax
3 571 3 532
Increase (decrease) depreciation, amortisation and provisions -329 -175
Gains and losses on variations of fair value 0 0
Non-cash accounting charge for stock options -2 6
Losses (gains) on the disposal of assets 0 0
Other variation w ithout cash impacts 0 1 391
Self-financing cash-flows 391 -641
Change in net w orking capital 4 986 -375
Cost of net debt 2 483 2 626
Net cash provided by operating activities 7 860 1 609
Purchase of property, plant and equipment -2 190 -776
Purchase of intangible assets -5 0
Purchase of f inancial assets 0 -215
Proceeds from sale of property, plant and equipment 8 11
Purchase / sales of investments and financial assets, net 0 0
Net cash provided by investing activities -2 188 -980
Capital increase 0 346
Dividends paid to shareholders 0 -700
Dividends paid to non-controlling interests 0 0
Variations in grants 0 2 000
Proceeds from short and long term borrow ings -3 259 -3 186
Cash repayments of amounts borrow ed -2 516 -2 697
Net cash provided by financing activities -5 775 -4 236
Net increase (decrease) in cash and cash equivalents less bank overdrafts -103 -3 607
Cash and cash equivalents less bank overdrafts at the beginning of the period 1 509 3 939
Cash and cash equivalents less bank overdrafts at the end of the period 1 405 331
SAPMER GROUP Financial Statement 30 June 2015
Page 7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As of 30 June 2015
In thousands of euro Total
N ot e
Balance at 1st January 2014 2 779 6 421 0 41 096 1 50 297
Currency translation differences 0 0 0 0 0 0
Financial instruments 0 0 0 513 0 513
Total income / expense recognised directly
in equity0 0 0 513 0 513
Net profit 0 0 0 -3 745 0 -3 745
Total income recognised in 2013 0 0 0 -3 233 0 -3 233
Net investment 0 0 0 0 0 0
Non-cash accounting charge for stock
options0 0 0 0 0 0
Issue of share capital 19 327 0 0 0 346
Dividends 0 0 0 -700 0 -700
Balance at 30th June 2014 2 798 6 749 0 37 164 1 46 711
Balance at 1st January 2014 2 799 6 762 0 29 953 1 39 515
Currency translation differences 0 0 0 0 0 0
Financial instruments 0 0 0 817 0 817
Total income / expense recognised directly
in equity0 0 0 817 0 817
Net profit 0 0 0 -3 480 0 -3 480
Total income recognised in 2014 0 0 0 -2 663 0 -2 663
Net investment 0 0 0 0 0 0
Non-cash accounting charge for stock
options0 0 0 0 0 0
Issue of share capital 0 0 0 0 0 0
Dividends 0 0 0 0 0 0
Balance at 30th June 2015 2 799 6 762 0 27 290 1 36 852
Shareholders'
equity
Attributable to equity holders of the CompanyNon-
controlling
interestsShareholders
capital
Other
reserves
Currency
translation
differences
Retained
earning
SAPMER GROUP Financial Statement 30 June 2015
Page 8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In the financial accounts and the notes all amounts are shown in € Thousands and differences of € +/- 1 thousand are due to rounding.
These consolidated financial statements include SAPMER SA and its subsidiaries; the scope is hereafter referred to as the “Group”.
SAPMER is the historical deep-sea fishing operator in the waters of the French Southern and Antarctic Territories (TAAF) based on the Reunion Island. Having been created in 1947, SAPMER now operates its own fleet of four freezer-longliners for Patagonian Toothfish and a Freezer pot Lobster vessel for Rock Lobster and five tuna purse seiners (on board -40°C deep freeze) for its tuna fishing activity (Yellowfin and Skipjack) in the Indian Ocean.
These consolidated financial statements have not been subject to audit procedures.
1. ACCOUNTING POLICIES
SAPMER interim consolidated financial statements for the six months period ended 30 June 2015 have been prepared according to IAS 34, interim financial reporting standard as adopted by the European Union. As interim consolidated financial statements, they do not include all information required by the International Financial Reporting Standards (IFRS) for the preparation of annual financial statements and should be read in conjunction with the Group consolidated financial statements prepared for the year-end 2014 in accordance with IFRS as adopted by the European Union. The accounting policies applied are consistent with the policies applied in the consolidated financial statements for the year ended 31 December 2014. Standards, amendments and interpretations whose application is mandatory in 2015 The new amendments to the standards and interpretations whose application is mandatory from January 1st 2015 do not have an impact on the consolidated financial statements of the Group:
IFRS 1, First-time Adoption of IFRS;
IFRS 3, Business Combinations;
IFRS 13, Fair Value Measurement;
IAS 40, Investment Property;
IAS 19 (revised norm), Retirement and Employee Benefits.
Seasonality The comparability of the yearly and half-yearly accounts can be affected by the seasonal nature of the Group. Taxes Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings. The tax rate of 33.33% was used for the calculation of deferred taxes related to the companies of the Group for the year 2015. Deferred tax assets are recognised if there is a high probability of allocation of tax burdens on future tax results. Estimates The preparation of the consolidated financial statements in conformity with IFRS requires the consideration by the Management of assumption and estimates that affect the reported amounts of assets and liabilities on the balance sheet, and the liabilities mentioned on the annex, as well as the revenues and liabilities of the income statement. It is possible that the final amount may differ from the estimates and assumptions retained. Significant estimates and assumptions are identical to those described in the notes to the consolidated financial statements for the year ended December 31, 2014.
2. SEGMENT INFORMATION 2.1 PRODUCTION
Revenues include the sale of captured and value enhanced fish, storage services and value enhancing services for third parties.
€ Thousand YH1 2015 YH1 2014
Fishing activities 38 956 33 753
Value enhancing 6 171 12 768
Total Revenues 45 127 46 521
SAPMER GROUP Financial Statement 30 June 2015
Page 9
€ Thousand YH1 2015 YH1 2014
Japan 6 083 12 297
Other Asia 14 487 14 899
Reunion and Mauritius 3 201 5 012
North America 5 080 3 665
Europe 9 851 8 034
Seychelles 2 887 2 451
Others 3 538 165
Total Revenues 45 127 46 521 Other income includes:
- Reimbursement of insurance ; - Non-group vessel construction services 2.2. EBIT BY OPERATING SEGMENT
€ Thousand YH1 2015 YH1 2014
Fishing activities 799 1 285
Value enhancing -1 975 -4 261
Total EBIT -1 176 -2 976
3. STAFF NUMBERS
Number of staff YH1 2015 YH1 2014
Officers 73 98
Crew 326 347
Total Seafaring 399 445
Management 15 15
Office staff 9 6
Employees 42 41
Total Land based 66 62
Total staff 465 507
4. SHAREHOLDERS’ EQUITY Share capital: The number of shares on June 30, 2015 is of 3.5 million at 0.80 € per share. All new shares were paid. Stock-options: Following 11th June 2009 meeting, the board of Directors:
- Granted 52 700 shares giving rights to the purchase of new company shares as part of the company’s share capital increase - Created a strategy ‘2009 SAPMER shares’ which main dates are as follows: 1st possible purchase date on 30 September 2009, possible sale date
01 July 2013, last possible purchase date 31 July 2015 before it becomes void.
Movements in the number of share options outstanding are as follows:
Number of options 30.06.15 31.12.14
At beginning of the
year 18 100 42 600
Options granted - -
Options exercised - - 24 500
Options expired - -
At the end of the year 18 100 18 100
Dividends: The board of Directors following the AGO meeting of 30 June 2015, did not authorise the distribution of dividends.
SAPMER GROUP Financial Statement 30 June 2015
Page 10
Profit per share:
YH1 2015 YH1 2014
Net profit -3 480 -3 745
Basic
Weighted average shares outstanding 3 498 598 3 497 598
Earnings per share (basic) in € -0.99 -1.07
Diluted
Weighted average shares outstanding 3 516 698 3 516 698
Earnings per share (diluted) in € -0.99 -1.07
5. CASH AND CASH EQUIVALENTS AND BANK OVERDRAFTS/NET DEBT
€ Thousand 30.06.15 31.12.14
Cash in hand 2 248 1 969
Cash & cash equivalents 2 248 1 969
Bank overdrafts -843 -460
Cash and cash equivalents less bank overdrafts 1 405 1 509
€ Thousand 30.06.15 31.12.14
Borrow ings 84 911 87 798
Borrow ings - Liabilities directly linked to assets
classified as held for sale-4 141 -4 119
Cash & cash equivalents -2 248 -1 969
Net debt 78 523 81 709
6. BORROWINGS Variation of borrowings during the period:
30.06.15 31.12.14
At beginning of year 87 338 91 864
Exchange differences 0 0
Accrued interest payable -33 -48
Changes to debts w ith associates 22 -67
Scope change 0 0
Proceeds from borrow ings 0 2 000
Repayment of borrow ings -3 259 -6 411
At end of year 84 068 87 338
Bank overdrafts 843 460
Total Borrowings 84 911 87 798 The breakdown of loans between fixed rate and floating rate and by currency:
SAPMER GROUP Financial Statement 30 June 2015
Page 11
The breakdown of loans between fixed rate and floating rate and by currency:
€ Thousand 30.06.15 31.12.14
Loans by type of rate
Fixed rate 27 569 28 561
Floating rate 54 633 56 901
Before hedging transactions 82 202 85 462
Fixed rate 80 202 83 462
Floating 2 000 2 000
After hedging transactions 82 202 85 462
Loans by currency
Euros 82 202 85 462
Other currencies 0 0
Loans by currency 82 202 85 462
7. FINANCIAL INSTRUMENTS The financial instruments used by the Group are primarily intended to cover the risks related to its business and its assets. The Group centralises its risk management of exchange, interest and financial instruments. Derivative financial instruments are recorded under the following titles and amounts:
€ thousand 30.06.15 31.12.14
Interest rate risk Assets: Non-current 16 48
current
Liabilities : Non-current 3 863 5 449
current
Currency risk Assets: Non-current
current 0 0
Liabilities : Non-current
current
TOTAL -3 847 -5 402
8. FINANCIAL COMMITMENTS Contingent liabilities over borrowings
€ thousands 30.06.15 31.12.14
Guarantees given (guarantees and deposits) 75 75
Reciprocal commitments (buy-back of vessel and/or shares of SPV) at the end of the tax exemption period 41 524 41 524
Guarantees given - Guarantee Sapmer SA over TPSIO borrow ing 0 2 250
Guarantees given - credit lines 3 500 3500 The Group granted a mortgage in favour of lending institutions in order to secure the payment of loans. On June 30, 2015, although the total amount of the mortgages registered with the authorities are mentioned above, the amount that can be called is limited to the capital and interests effectively outstanding by the Group, under the loans covered by these mortgages. Financial commitments
€ thousands 30.06.15 31.12.14
Bank loans secured by ship mortgages 1 723 1 723
Bank loans secured over building and assets 62 287 62 287
Bank loans secured by ship mortgages and covenants 33 900 33 900
Total 97 910 97 910
SAPMER GROUP Financial Statement 30 June 2015
Page 12
9. POST-CLOSING EVENTS None
10. RELATED-PARTY TRANSACTIONS The group is controlled by the company SAPMER HOLDING PTE. LTD itself owned at more than 90% by Jaccar Holdings SA. SAPMER HOLDING PTE. LTD owns at 30 June 2015, 89.21% SAPMER SA’s shares. Transactions between the company and its subsidiaries, which are related parties, were eliminated on consolidation and are not reported in this note. The transactions with the companies holding SAPMER SA’s shares such as SAPMER HOLDING PTE. LTD, the Mauritian subsidiaries of SAPMER HOLDING or the companies in which certain members of management have significant influence, are as follows:
€ Thousand 30.06.15 31.12.14
Income statement
Supplies (equipment, bates, etc. for fishing vessels)
104 Other income
-102
Financial income 31 61
Supplies (equipment, bates, etc. for fishing vessels) -31 -205
Rent -10 -19
Support management services provided to the related party -2 162 -6 730
Commissions -30 -30
Balance Sheet
Trade accounts receivables due by a related party 1 920 251
Loans due by a related party 6 720 6 273
Trade accounts payables due to a related party 2 124 753
Loans due to a related party 4 938 7 117
11. CONSOLIDATION SCOPE 2015 The companies included in the consolidation scope are listed in the table below:
Company Location % of interest Consolidated method
SAPMER SA (*)
Reunion Island Parent Full consolidation
LES ARMEMENTS REUNIONNAIS SAS (*)
Reunion Island 100% Full consolidation
ARMAS PÊCHE SAS (via SOPARMA) (*)
Reunion Island 100% Full consolidation
SOPARMA SAS (*)
Reunion Island 100% Full consolidation
ARMEMENT SAPMER DISTRIBUTION SARL (*)
Reunion Island 99.6% Full consolidation (*)Companies with the French corporate tax unit
SOCIÉTÉ ANONYME (PUBLIC LIMITED COMPANY) TO BOARD OF DIRECTRS WITH A CAPITAL OF 2 798 878.40 €DARSE DE PÊCHE - B.P. 2012 - 97823 LE PORT - REUNION ISLANDTELEPHONE: +262 (0)2 62 42 02 73FAX: +262 (0)2 62 42 03 85350.434.494 RCS SAINT-DENIS
WWW.SAPMER.COM