CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE

Transcription

1 ELITE WORLD S.A. CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

2 ELITE WORLD AT A GLANCE Elite World Share ISIN LU Stock exchange symbol E1M Stock exchange Frankfurt Stock Exchange / Entry Standard M M Facts & Figures 30/06/ /06/2012 Change in % Revenue # + 12 % EBITDA # % EBIT # % Total assets # + 1 % Cash # - 27 % Reported equity # % Board of Directors Mr. Silvio SCAGLIA Ms. Stefania VALENTI Mr. Andrew GLEESON Mr. Paul JOHNSTON Mr. Serge MARION Mr. Paolo BARBIERI Chairman of the Board and Non-Executive Director Chief Executive Officer and Executive Director Chief Financial Officer and Executive Director Non-Executive Director Non-Executive Director Non-Executive Director 2

3 Contents Page Management report 5 Consolidated interim statement of comprehensive income 6 Consolidated interim statement of financial position 7 Consolidated interim statement of changes in equity 9 Condensed Consolidated interim statement of cash flows 10 Notes to the consolidated financial statements 11 3

4 Index to the notes to the consolidated financial statements Page 1. General information Significant accounting policies Revenue Segment information Other gains and losses Investments in associates Subsidiaries Significant Events 14 4

5 MANAGEMENT REPORT 5

6 CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME Consolidated statement of profit or loss and other comprehensive income (Unaudited) (Unaudited) 30/06/ /06/2012 Continuing operations Total Revenues Total Cost of sales Gross profit Professional services Office expenses Staff costs (including Social Security costs) Other operating expenses Other Taxes Depreciation Amortisation Operating profit / (loss) Finance costs Finance income Other operation revenues and expenses Share of profits of associates Profit / (loss) before tax from continuing operations Income tax expense Profit / (loss) for the first six months from continuing operations Profit / (loss) for the first six months from discontinued operations 0 0 PROFIT / (LOSS) FOR THE FIRST SIX MONTHS Other comprehensive income, net of income tax Exchange differences on translating foreign operations Other comprehensive income for the year, net of tax TOTAL COMPREHENSIVE INCOME FOR THE FIRST SIX MONTHS Minority Share of Profit of Subsidiaries Profit / Loss attributable to: Owners of the Company Non-controlling interests Total comprehensive income attributable to: Owners of the Company Non-controlling interests Earnings per share From continuing and discontinued operations Basic (cents per share)

7 CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION Consolidated statement of financial position (Unaudited) (Audited) 30/06/ /12/2012 Assets Non-current assets Goodwill 0 0 Other intangible assets Property, plant and equipment Investments in associates Other financial assets Deferred tax assets Total non-current assets Current assets Trade and other receivables Current tax assets Other assets Cash and bank balances Total current assets Total assets

8 Consolidated statement of financial position (Unaudited) (Audited) 30/06/ /12/2012 Equity and liabilities Capital and reserves Issued capital Reserves Retained earnings Result of the year Equity attributable to owners of the Company Non-controlling interests Total equity Non-current liabilities Borrowings Retirement benefit obligation Provisions Deferred tax liabilities Finance lease Total non-current liabilities Current liabilities Borrowings Trade and other payables Current tax liabilities Deferred revenue Other liabilities Total current liabilities Total liabilities Total equity and liabilities

9 9 ELITE WORLD CONSOLIDATED INTERIM FINANCIAL STATEMENTS 2013 CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY Consolidated statement of changes in equity in Retained Additional earnings Attributable Non Share paid in Legal including result to owners -controlling capital capital Reserves for the year of the parent interests Total Balance at 31 December Profit / Loss for the year Other comprehensive income for the year, net of income tax Transfer Acquisition of non-controlling interest in Elite Model Management London Ltd Acquisition of non-controlling interest in Elite Model Management Barcelona Disposal of a subsidiary: Elite Retail S.A Payment of dividends Balance at 31 December Profit / Loss for the first six months 0 0 Other comprehensive income for the half year, net of income tax Transfer 0 0 Merger Elite Talent with Elite Model Management SA Other Variation Balance at 30 June

10 CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS Condensed Consolidated statement of financial position (Unaudited) (Unaudited) 30/06/ /06/2012 EBIT Depreciation and amortization /- Other income / expenses /- changes in account receivables ' Trade debtors ' Model receivables /- changes in other assets /- Net capex / divestitures in fixed assets (tangible and intangible) /- changes in financial assets /- changes in account payables ' Trade creditors ' Model payables /- changes in other current liabilities /- changes in financial debt /- changes in financial debt intercompany /- changes in equity (capital increases, dividends, etc) /- changes in equity (non-controlling interest) 0 +/- cash flow Beginning cash balacnce Closing cash balance

11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. General information Elite World S.A. (the Company) is a limited company which was incorporated on December 14th 1999 and organized under the laws of Luxembourg for an unlimited period. Elite World S.A. is the Group's ultimate parent company being in scope of consolidation. The parent company is Pacific Global Management S.A.R.L. and the ultimate parent of the Group is SMS Finance S.A. The registered office of the Company is at 28, boulevard d Avranches - L-1160 Luxembourg. The Company s register number is B The official publication was made on April 12, The financial year starts on January 1 and ends on December 31 of each year. Elite World s shares are listed on the Entry Standard of the Frankfurt Stock Exchange. The main activity of the Company is to carry out all transactions pertaining directly or indirectly to the acquiring of participating interests in any enterprise in whatever form and the administration, management, control and development of these participating interests. In particular, Elite World is one of the world s leading model agencies. The Group s principal activity is to act as a model booking agent for some of the leading and most promising models worldwide. The Group also provides agency and management services to independently owned agencies; licenses trademarks to distributors of consumer products and promotes model look competitions. Based on the criteria defined by the Article 309 (1) of the August 10, 1915 Luxembourg law and the general terms and conditions of DBAG for the Entry Standard, the Company has the obligation to draw up consolidated accounts and a consolidated management report for the period ending December 31, and semi-annual accounts statement and the interim management report. 2. Significant accounting policies 2.1. Basis of preparation of the consolidated financial statements The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union ('EU IFRS'). These are the Group's consolidated interim financial statements. The date of transition to IFRS was 1 January The consolidated financial statements for the year ended 31 December 2012 (including comparatives) were approved and authorized for issue by the Board of directors on May 30, 2013 (see note Approval of financial statements). Under the security regulations act of Euroland, amendments to the financial statements are not permitted after approval. The accounting policies for the consolidated interim financial statements are unchanged in relation to the consolidated financial statements of the last financial year. They are in conformity with IAS 34 Interim Financial Reporting. The interim financial statements do not contain all the explanatory notes and disclosures prescribed for the financial statements of a full financial year and should thus be read in conjunction with the consolidated financial statements in accordance with the IFRS as at 31 December The interim financial statements were neither subjected to an audit review in accordance with Article 309 (1) of the August 10, 1915 Luxembourg law. It is also recommended that this financial report be considered together with any public announcement made by Elite World and its controlled entities during the period ended 30 June 2013.The consolidated interim financial statements are presented in Euro. 11

12 3. Revenue The following is a break-down of the Group's revenue by category of activity: Revenue 30/06/ /06/2012 Modeling Revenue Licensing Revenue Elite Model Look Revenue See next note segment information for an analysis of revenue by major products and services. 4. Segment information 4.1. Products and services from which reportable segments derive their revenues Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group's reportable segments under IFRS 8 are therefore as follows. Modeling: - catwalk presentations, shooting, (for example) - sale of rights Licensing: - products sold by licensees using Elite brand EML: - Elite Model Look contests Elite Model look expenses relating to the Elite Model Look Contest are generally covered by sponsorship income which is included in Licensing Revenues. Group function: - Holding / Dormant companies 4.2. Segment revenues and results The following is an analysis of the Group's revenue and gross profit from continuing operations by reportable segment. Segment revenue Segment operating profit Segment revenues and results 30/06/ /06/ /06/ /06/2012 Modeling Revenue Licensing Revenue Elite Model Look Revenue Group function / Dormant Cy Total for continuing operations Segment profit represents the profit earned by each segment without allocation of central administration costs and directors' salaries, investment income, other gains and losses, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. 12

13 5. Other gains and losses 5.1. Other operation revenues and expenses Other operation expenses for K relate primarily to a settlement payment for the early termination of a license agreement (695 K ) and the litigation costs concerning a case against a former model (193 K ). 6. Investments in associates Details of the Group's associates at the end of the reporting year are as follow: 30/06/ /12/ /12/2011 Entity City Country % owned % owned % owned ABC Distribution S.A.S. Paris France 3.00 % % % The Group sold 7.5 % of ABC Distribution shares in the first half This company is no longer consolidated under the Equity Method Summarized financial information in respect of the Group's associates is set out below. Investments in associates 30/06/ /12/2012 Investments in associates Subsidiaries Details of the Group's subsidiaries at the end of the reporting period are as follows. 30/06/ /12/ /12/2011 Entity City Country % owned % owned % owned Elite Management S.A. Barcelona Spain % % % Elite Model Management Amsterdam B.V. Amsterdam Holland 100 % 100 % 100 % Elite Model Management Limited London United Kingdom 100 % 100 % 100 % Elite Model Management S.A. Fribourg Switzerland 100 % 100 % 100 % Elite Model Management SARL Milan Italy 100 % 100 % 100 % Elite Model Management SARL Paris France 100 % 100 % 100 % Nathalie SARL Paris France 55 % 55 % 55 % Inmod AG Fribourg Switzerland 100 % 100 % 100 % Elite Licensing Company S.A. Fribourg Switzerland 100 % 100 % 100 % Elite Media SARL Paris France 100 % 100 % 100 % Elite Model Management Prague Sro Prague Czech Republic 60 % 60 % 60 % Elite Model Management Bratislava Sro. Bratislava Slovakia 60 % 60 % 60 % Elite Model Management Copenhagen Copenhagen Denmark 100 % 100 % 100 % Elite Model Management London London United Kingdom 69.0 % 69.0 % 50.1 % Angels Model Management SARL Paris France 100 % 100 % 100 % Society Model Management INC New York USA 100 % % * Elite Entertainment S.A. Fribourg Switzerland 100 % 100 % 100 % ** Elite Talent Management S.A. Fribourg Switzerland 100 % 100 % 100 % * Non-trading companies ** Merged by absorption with retroactive effect as of January 1, 2013 Those subsidiaries are fully consolidated. 13

14 8. Significant Events At a Board Meeting held on May 30, 2013 the decision was taken to not to renew Mr. Sandro Gibillaro s mandate as a director. At a subsequent Board Meeting held on June 24, 2013 Mr. Silvio Scaglia was appointed to the Board as Chairman. 14